Directors’ Report The Directors present their Annual Report and audited Financial Statements of Ascential plc (the “Company”) and its subsidiaries (together, the “Group”) for the financial year ended 31 December 2016. References to the Company may also include references to the Group. Information required to be part of the Directors’ Report can be found elsewhere in the Annual Report and is incorporated into this report by reference. Ascential plc is a public company limited by shares, incorporated in England and Wales. It has a premium listing on the London Stock Exchange. The Group is an international business-to-business media company with a focused portfolio of market-leading events and information services products. Results and dividends The Group’s and Company’s audited financial statements for the year ended 31 December 2016 are set out on pages 87 to 134. The Directors recommend the payment of a final dividend of 3.2p per Ordinary Share. Subject to shareholders’ approval at the 2017 AGM, the final dividend is expected to be paid on 15 June 2017 to Ordinary Shareholders registered as at the close of business on 19 May 2017. Together with the interim dividend of 1.5p per Ordinary Share paid on 4 November 2016, this makes a total for the year of 4.7p per Ordinary Share. Directors and Directors’ interests The following individuals were Directors of the Company for the year ended 31 December 2016, and to the date of approving this report unless otherwise stated: Appointed Resigned Scott Forbes Chairman 11 Jan 2016 – Duncan Painter Chief Executive Officer 4 Jan 2016 – Mandy Gradden Chief Financial Officer 4 Jan 2016 – Paul Harrison Independent Non-Executive Director 21 Jan 2016 – Judy Vezmar Independent Non-Executive Director 21 Jan 2016 – Gillian Kent Independent Non-Executive Director 21 Jan 2016 – Rita Clifton Senior Independent Non-Executive Director 12 May 2016 – Tom Hall Non-Executive Director 11 Jan 2016 5 Sept 2016 David Pemsel Non-Executive Director 11 Jan 2016 5 Sept 2016 All current Directors will stand for election at the 2017 AGM. At each AGM, each Director then in office shall retire from office with effect from the conclusion of the meeting. When a Director retires at an AGM in accordance with the Articles of Association of the Company, the Company may, by ordinary resolution at the meeting, fill the office being vacated by re-electing the retiring Director. In the absence of such a resolution, the Directors shall have power at any time to appoint any person to be a Director either to fill a casual vacancy or as an additional Director but not so that the total number of Directors shall exceed the maximum number fixed by or in accordance with the Articles. The remuneration and share interests of the Directors who held office at 31 December 2016 are set out in the Annual Report on Remuneration on pages 77 to 82. The Directors’ Remuneration Report contains details of the terms of employment of the Executive Directors, and the terms of appointment of the Chairman and the Non-Executive Directors. On 1 December 2016, the Apax Shareholders and GMG disposed of 66,000,000 ordinary shares in Ascential through a private placing, such that each of their holdings were subsequently reduced and such that the Apax Shareholders now hold 14.5% and GMG Shareholders hold 8.7% of the issued share capital of the Company. Changes to the Company’s Articles The Company’s Articles of Association may only be amended by a special resolution at a general meeting of shareholders. No amendments are proposed to be made to the existing Articles of Association at the forthcoming AGM. Authority to allot shares Under the Companies Act 2006, the Directors may only allot shares if authorised to do so by shareholders in a general meeting. The authority conferred on the Directors at a general meeting of shareholders held on 8 February 2016 under section 551 of the 2006 Act expires on the date of the forthcoming AGM, and ordinary resolution 14 seeks a new authority to allow the Directors to allot ordinary shares up to a maximum nominal amount of £2,670,283 (267,028,333 shares, representing approximately two-thirds of the Company’s existing share capital at 25 February 2017), of which 1,335,141 shares (representing approximately one-third of the Company’s issued ordinary share capital) can only be allotted pursuant to a rights issue. The Directors have no present intention of exercising this authority which will expire at the conclusion of the AGM in 2018 or 11 August 2018 if earlier. 60 Ascential plc Annual Report 2016 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS Authority to purchase own shares Rights attaching to shares By a resolution passed at the meeting of shareholders held on All ordinary shares (this being the only share class of the 8 February 2016, the Company was authorised to make market Company) have the same rights (including voting and dividend purchases of up to 40,000,000 of its ordinary shares, subject rights and rights on a return of capital) and restrictions as set to minimum and maximum price restrictions. This authority will out in the Articles. expire at the conclusion of the forthcoming AGM. As at the date of this report, the Company has not exercised any powers Without prejudice to any rights attached to any existing shares to purchase the Company’s ordinary shares. and subject to relevant legislation, the Company may issue shares with such rights or restrictions as determined by either The Directors will seek authority from shareholders at the the Company by ordinary resolution or, if the Company passes forthcoming AGM for the Company to purchase, in the market, a resolution to so authorise them, the Directors. up to a maximum of 40,054,250 of its own ordinary shares either to be cancelled or retained as treasury shares. The Subject to legislation, the Articles and any resolution of the Directors have no present intention of exercising this authority Company, the Directors may offer, allot (with or without which will expire at the conclusion of the AGM in 2018 or conferring a right of renunciation), grant options over or 11 August 2018 if earlier. otherwise deal with or dispose of any shares to such persons, at such times and generally on such terms as the Directors may Share capital decide. The Company may issue any shares which are to be The Company’s issued share capital at 31 December 2016 and redeemed, or are liable to be redeemed, at the option of the 24 February 2017 comprises 400,542,500 ordinary shares of Company or the holder, on such terms and in such manner as £0.01 each which are listed on the London Stock Exchange the Company may determine by ordinary resolution and the (LSE: ASCL.L). The ISIN of the shares is GB00BYM8GJ06. Directors may determine the terms, conditions and manner of redemption of any such shares. No such resolutions are Further information regarding the Company’s issued share currently in effect. capital and details of the movements in issued share capital during the year are provided in Note 31 to the Group’s financial Subject to recommendation of the Board, shareholders may statements. All the information detailed in Note 31 forms part receive a dividend. Shareholders may share in the assets of the of this report and is incorporated into it by reference. Company on liquidation. Details of employee share schemes are provided in Note 10 Voting rights to the financial statements. Each ordinary share entitles the holder to attend, speak and vote at general meetings of the Company. A resolution put to Capital reduction the vote of the meeting shall be decided on a poll rather than During the year, the Company completed a reduction of share a show of hands in line with recommended best practice. capital whereby the entire amount standing to the credit of the Company’s share premium account was cancelled; 876,266,690 On a poll, every member who is present in person or by proxy deferred shares (which were issued by way of a bonus issue for shall have one vote for every share of which they are a holder. the purpose of capitalising the Company’s capital reserve) were The Articles provide a deadline for submission of proxy forms cancelled; and the nominal value of each issued ordinary share of not than less than 48 hours before the time appointed for in the capital of the Company was reduced from £0.10 to £0.01 the holding of the meeting or adjourned meeting. No member (the “Capital Reduction”). The Capital Reduction was necessary shall be entitled to vote at any general meeting either in person in order to provide the Company with the distributable or by proxy, in respect of any share held by him, unless all reserves required to support the dividend policy. amounts presently payable by him in respect of that share have been paid. Save as noted, there are no restrictions on voting The Capital Reduction was approved by a special resolution rights nor any agreement that may result in such restrictions. passed at a general meeting of the Company on 8 February 2016, and was formally approved by the High Court of Justice, Shares held by the Employee Benefit Trust (“EBT”) Chancery Division, on 8 June 2016. Following registration of The Group has an Employee Benefit Trust which can hold the order of the High Court with Companies House, the shares to satisfy awards under employee share schemes. Capital Reduction became effective on 8 June 2016.