INFORMA PLC 
Informa plc - 2024
Notice of Annual General Meeting
To be held on Friday, 21 June 2024
240 Blackfriars Road, London SE1 8BF at 11.00 a.m.
This document is important and requires your immediate attention
If you are in any doubt about the action you should take, you should immediately consult your stockbroker, solicitor, accountant or other independent adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or transferred all your shares in Informa PLC, you should forward this Notice of Annual General Meeting, together with the accompanying documents, to the purchaser or transferee or to the person who arranged the sale or transfer so that they can be passed to the person who now holds the shares.
Share Fraud - Protecting Your Investment
We are aware that, from time to time, some shareholders are approached by individuals claiming to be acting on behalf of Informa or an Informa subsidiary.
Shareholders are strongly advised to be highly cautious about any unsolicited phone calls or correspondence about investment matters, whether they claim to be associated with Informa PLC, an Informa company, an Informa Director or any other company or scheme.
1HLWKHUΖQIRUPD3/&QRUDQ'LUHFWRURIDQΖQIRUPDFRPSDQZLOOHYHURHULQYHVWPHQWDGYLFHRUPDNHXQVROLFLWHG calls or send unsolicited emails or letters about buying or selling shares.
Fraudsters can be very persistent and extremely persuasive, and often have websites that support their activities and claim to be related to the websites of genuine companies. If it sounds too good to be true, it probably is.
What to do
- 7reat any unsolicited call with an oer to buy or sell shares with extreme caution - the safest thing to do is hang-up
- Do not give out or conȴrm any personal information.
-
If you have a conversation with someone, try to make a note of their name and that of their organisation
- name, telephone number and web address
if possible.
- Do not hand over any money without ȴrst checking that the organisation is genuine and authorised by Financial Conduct Authority (FCA) at https://www.fca.org.uk/register/.
- The FCA keeps a warning list of companies on its ScamSmart website https://www.fca.org.uk/scamsmart
Report the issue
If you think you have been targeted, you should report the matter to the FCA as soon as possible via their online form at https://www.fca.org.uk/consumers/ scams/report-scam or by calling the consumer helpline on 0800 111 6768 from the UK or +44 20 7066 1000 from outside the UK.
You can also report any suspicious contact received via the Action Fraud website (www.actionfraud.police.uk), or by calling 0300 123 2040.
If you receive telephone calls, emails or letters purporting to be from Informa, or companies endorsed by Informa, and you are unsure if they are legitimate, please contact our Computershare shareholder helpline on 0370 707 1679 or email our Investor Relations team at investorrelations@informa.com.
Informa PLC
5 Howick Place, London SW1P 1WG
Registered in England and Wales: No.8860726
25 April 2024
Dear Shareholder
2024 Annual General Meeting
We are pleased to invite you to the 2024 Annual General Meeting (AGM) of Informa PLC (the company) which will be held at 240 Blackfriars Road, London SE1 8BF on Friday 21 June 2024 at 11.00 am.
The AGM provides an opportunity to meet the Board and ask questions about the company and I would encourage shareholders to attend if possible. Questions can also be submitted in advance of the AGM by emailing AGM@informa.com by 6 pm on Wednesday 19 June 2024.
Attendance and voting
In order for the votes of all shareholders to be considered, we will once again be holding a poll vote on the resolutions being proposed at the AGM. If you cannot attend the AGM but would like to vote on the resolutions, please complete and return the Form of Proxy by 11.00 am on 19 June 2024.
You can also appoint a proxy through Computershare's website at investorcentre.co.uk/eproxy. Further information on appointing a proxy is given on pages 19 to 20 of this document.
Board changes and AGM resolutions
The notice of AGM (the Notice) and the proposed resolutions are set out on pages 6 and 7 of this document and cover the usual business of the AGM, including the re-election of Directors, the Annual Report and audited ȴnancial statements, approving the Directors' Remuneration Report, approving the Final Dividend and re-appointing PricewaterhouseCoopers LLP (PwC) as our external auditor. This year, as part of our three-year remuneration cycle, we are also seeking approval of the Directors' Remuneration Policy for 2025-2027 (resolution 13).
Further information on each resolution is set out in the explanatory notes on pages 8 to 9.
David Flaschen will complete his nine-year term as a Board Director in 2024 and so is not standing for re-election at the AGM. David has contributed signiȴcantly over his time at Informa, both as a respected Board colleague and as a dedicated sponsor to our AllInforma Illuminate colleague run network. On behalf of the Board and Informa, I would like to thank David for his hard work and many contributions and wish him the very best for the future.
All other Directors will stand for re-election, as is our usual practice, and biographies for all are included on pages 10 to 11 of this document.
Final Dividend
The Board is recommending a ȴnal dividend of 12.2 pence per ordinary share for the year ended 31 December 2023. SubMect to shareholder approval at the AGM, the ȴnal dividend will be paid on 12 July 2024 to shareholders on the register of members at 6 pm on 7 June 2024.
Details of the company's Dividend Reinvestment Plan (DRIP), including full terms of reference and eligibility for shareholders based outside the UK, are available from Computershare at investorcentre.co.uk. All DRIP elections must be received by Computershare by 6 pm on Friday 21 June 2024 to be eligible for the ȴnal dividend payable on 12 July 2024.
Recommendation
The Directors consider that each of the resolutions set out in the Notice are in the best interests of the company and its shareholders and unanimously recommend voting in favour of all resolutions, as all Directors intend to do in respect of their own shareholdings.
The results of voting will be announced to the London Stock Exchange and published on our website as soon as possible after the end of the AGM.
Yours faithfully
John Rishton
Chair
Informa PLC
1 INFORMA PLC NOTICE OF GENERAL MEETING
Informa PLC
5 Howick Place, London SW1P 1WG
Registered in England and Wales: No.8860726
25 April 2024
Dear Shareholder
On behalf of the Board and the Remuneration Committee, I am pleased to present the Directors' Remuneration Policy for renewal at this year's AGM, covering implementation across the forward three-year period of 2025-2027.
The Policy is designed to create a forward framework for compensation over the period that will excite, engage, attract, retain and motivate senior leaders across the business, including the Executive Directors.
2025-2027 Director's Remuneration Policy
Informa consulted extensively and received strong approval from shareholders on the current Remuneration Policy (93.5% voting in favour at the 2022 AGM) and, therefore, our approach to Policy renewal for 2025-2027 is to largely retain and repeat this existing Policy on overall structure and approach. This includes no changes to base salary policy, no changes to the annual STIP approach and no changes to the performance based LTIP framework introduced from 2024 under the existing Policy.
In two speciȴc areas, the Committee's review of benchmark data provided by our remuneration advisors highlighted that the Group has fallen behind the market and is no longer competitive: LTIP equity award quantum and Non-Executive Director fees.
A summary of this benchmark data is included in the Appendix to this letter on pages 4 to 5.
Taking into account Informa's current size, complexity and international exposure, particularly in the US, and considering the wider stakeholder experience, as well as the Group's consistent strong performance over recent years, the Committee concluded that it should update its position in these two speciȴc areas for the next policy period.
On LTIP equity awards, the Committee is proposing to align the 2025-2027 Policy to the market median of Informa's relevant peer group, such that the maximum potential LTIP award will be 400% of base salary. SubMect to Policy approval, in 2025, the ȴrst year of the next Policy period, the Committee is intending to grant an LTIP award of up to 400% of base salary to the Group Chief Executive and up to 325% of base salary for the other Executive Directors, with the ȴnal decision to be made at the start of 2025. It is intended that the performance metrics to be used for the LTIP awards in 2025 will follow the framework established within the current Policy, based on the business priorities at the time.
On Non-Executive Director fees, which are a matter reserved for the Chair and Executive Directors in consultation with independent remuneration advisors, Informa's current fees are substantially below the market for the FTSE 100 and companies of a similar size. This will be reviewed during 2024, with the intention to reset fees to align more closely to the market from 2025, aligning to the ȴrst year of the updated Policy. This will better reȵect the increasing complexity of the business and the demands and time commitments of the role at Informa.
Alignment to Strategy and Shareholder Interests
As part of the Remuneration Committee's review process, the views of the management team, external and internal advisers were considered. The Board Chair and I also met with a signiȴcant number of Informa's institutional shareholders early in 2024 to discuss the proposed changes.
Following this extensive review, the Remuneration Committee is satisȴed the updated Policy is in the best interests of shareholders and does not promote excessive risk-taking. With the full support of the Board, the Committee has therefore approved the Remuneration Policy and we encourage all shareholders to vote in favour of its introduction.
Talent and leadership remain key strengths and dierentiators for Informa, and they have been central to the Group navigating the challenges of the COVID-19 pandemic and emerging a higher quality and higher growth business.
The Group remains ambitious for further growth and expansion over the coming years, and I am conȴdent that the updated Remuneration Policy provides a strong framework to support this, aligning closely with the interests of Shareholders and the wider stakeholder group.
Yours faithfully
Louise Smalley
Remuneration Committee Chair
Informa PLC
INFORMA PLC NOTICE OF GENERAL MEETING 2
Appendix
Summary of the 2025-2027 Remuneration Policy
A summary of the Remuneration Policy is included below, with the full Policy detailed on pages 12 to 18.
Element of pay | Key points |
Base salary | • No change, increases will be broadly in line with those awarded to the wider |
colleague population | |
• No cap, only in speciȴc circumstances (for example where roles/responsibilities change) will | |
the wider colleague increase be exceeded | |
Beneȴts and pension | • Competitive range of beneȴts |
• International relocation beneȴts may be provided | |
• Pension may be paid as a cash sum and/or as a contribution into a pension scheme. | |
The payments in lieu of pension contributions to the executive directors are equal to 10% of | |
salary, in-line with that available to colleagues | |
STIP | • No change to quantum, with maximum opportunity set at 200% of salary for the Group Chief |
Executive and 150% of salary for the other Executive Directors | |
• On-target bonus is intended to result in a payment which is half of the maximum | |
• At least 75% of STIP performance measures will be ȴnancial in nature | |
• Any bonus over 100% of salary will be paid in deferred shares and any new Directors ap- | |
pointed to the Board who are yet to reach their shareholding requirement will be required to | |
defer at least one third of any bonus paid into shares until the requirement is met | |
• Performance measures will align with both the Group's in-year and strategic priorities, con- | |
tributing to the sustainable success of the Group. A range of factors will be considered when | |
setting targets including internal budgets, strategic ambition, analysts' consensus views and | |
investors' expectations as well as performance on ESG matters | |
• Malus and clawback provisions apply | |
LTIP | • Maximum potential award of up to 400% of base salary for the Group Chief Executive and up |
to 325% of salary for the other Executive Directors | |
• The performance period will be three years and awards will vest after a minimum of three | |
years. Vested shares will also be subMect to a two-yearpost-vesting holding period | |
• Performance measures will align with the Group's strategic priorities and contribute to the | |
sustainable success of the group. A range of factors will be considered when setting targets | |
including internal budgets, strategic ambition, analysts' consensus views and investors' | |
expectations, as well as performance on ESG matters | |
• Malus and clawback provisions apply |
Shareholding requirements • 400% of base salary for the Group Chief Executive and 275% of base salary for the other Executive Directors
- New Executive Directors will be expected to meet the guideline within ȴve years of their appointment to the board.
- The Group Chief Executive is required to retain shares to the value of 200% of salary for two years after resignation and the other Executive Directors are required to hold shares to the value of 150% of salary for two years after resignation.
3 INFORMA PLC NOTICE OF GENERAL MEETING
Appendix
Benchmarking Charts
CEO pay data
Maximum | |||||
Maximum | Face value | total | |||
Base salary | bonus | of LTls | variable pay | ||
Chief Executive | £'000 | % of salary | % of salary | % of salary | |
Stephen Carter | £911 | 200% | 325% | 525% | |
Upper quartile | £1,138 | 213% | 450% | 663% | |
Bespoke Group | Median | £1,063 | 200% | 377% | 602% |
Lower quartile | £1,008 | 195% | 238% | 418% | |
Upper quartile | £1,223 | 200% | 390% | 595% | |
FTSE 11-50 excl FS | Median | £1,095 | 200% | 350% | 550% |
Lower quartile | £925 | 180% | 250% | 449% |
Bespoke Group: BT Group, Bunzl, Experian, ITV, Pearson, RELX, Vodafone and WPP FTSE 11-100 excluding Financial Services: as at 30 November 2023.
CFO pay data
Maximum | |||||
Maximum | Face value | total | |||
Base salary | bonus | of LTls | variable pay | ||
&KLHI)LQDQFLDO2ɝFHU | £'000 | % of salary | % of salary | % of salary | |
Gareth Wright | £529 | 150% | 225% | 375% | |
Upper quartile | £736 | 200% | 300% | 500% | |
Bespoke Group | Median | £723 | 200% | 300% | 500% |
Lower quartile | £685 | 163% | 252% | 407% | |
Upper quartile | £755 | 200% | 318% | 505% | |
FTSE 11-50 excl FS | Median | £725 | 200% | 273% | 473% |
Lower quartile | £616 | 155% | 225% | 400% |
Bespoke Group: BT Group, Bunzl, Experian, ITV, Pearson, RELX, Vodafone and WPP FTSE 11-100 excluding Financial Services: as at 30 November 2023.
COO pay data
Chief Operating | Maximum | ||||
2ɝFHUDQG | Maximum | Face value | total | ||
OQIRUPD0DUNHWV | Base salary | bonus | of LTls | variable pay | |
Chief Executive | £'000 | % of salary | % of salary | % of salary | |
3DWULFN0DUWHOO | £454 | 150% | 275% | 425% | |
Upper quartile | £808 | 200% | 269% | 456% | |
FTSE 11-50 excl FS Median | £710 | 165% | 225% | 399% | |
Lower quartile | £513 | 135% | 206% | 361% |
Bespoke Group: Insuɝcient data points to provide a robust benchmark FTSE 11-100 excluding Financial Services: as at 30 November 2023, using other Executive Director roles ( i.e. roles other than the CEO and CFO)
INFORMA PLC NOTICE OF GENERAL MEETING 4
NED fee data - excluding member fees
Additional fees | |||||||
NED | Fee for | Audit | Remuneration | Nomination | |||
£'000 | Base fee | acting as SID | Chair | Chair | Chair | ||
Informa | £73.6 | £11.9 | £15.7 | £11.9 | - | ||
Upper Quartile | £96 | £53 | £36 | £32 | £15 | ||
Bespoke | Median | £82 | £29 | £29 | £29 | £15 | |
Group | Lower Quartile | £76 | £25 | £24 | £24 | £15 | |
% Disclose | 100% | 100% | 100% | 100% | 17% | ||
Upper Quartile | £93 | £30 | £35 | £31 | £20 | ||
FTSE 11-50 | Median | £82 | £25 | £27 | £26 | £17 | |
excl FS | Lower Quartile | £75 | £20 | £20 | £20 | £15 | |
% Disclose | 100% | 100% | 100% | 100% | 17% |
Bespoke Group: BT Group, Bunzl, Experian, ITV, Pearson, RELX, Vodafone and WPP FTSE 11-100 excluding Financial Services: as at 30 November 2023
CEO pay data
£9,500 | ||||||||
£9,000 | ||||||||
£8,500 | ||||||||
£8,000 | ||||||||
£7,500 | ||||||||
£'000 | £7,000 | |||||||
£6,500 | ||||||||
£6,000 | ||||||||
Remuneration, | £5,500 | |||||||
£5,000 | ||||||||
£4,500 | ||||||||
£4,000 | ||||||||
£3,500 | ||||||||
£3,000 | ||||||||
£2,500 | ||||||||
£2,000 | ||||||||
£1,500 | ||||||||
£1,000 | ||||||||
£500 | ||||||||
Bespoke | FTSE 11-50 | Bespoke | FTSE 11-50 | Bespoke | FTSE 11-50 | Bespoke | FTSE 11-50 | |
Salary | Total cash | Total target remuneration | Total max remuneration |
CFO pay data
£4,800 | ||||||||
£4,600 | ||||||||
£4,400 | ||||||||
£4,200 | ||||||||
£4,000 | ||||||||
£3,800 | ||||||||
£3,600 | ||||||||
£'000 | £3,400 | |||||||
£3,200 | ||||||||
£3,000 | ||||||||
Remuneration, | ||||||||
£2,800 | ||||||||
£2,600 | ||||||||
£2,400 | ||||||||
£2,200 | ||||||||
£2,000 | ||||||||
£1,800 | ||||||||
£1,600 | ||||||||
£1,400 | ||||||||
£1,200 | ||||||||
£1,000 | ||||||||
£800 | ||||||||
£600 | ||||||||
£400 | ||||||||
Bespoke | FTSE 11-50 | Bespoke | FTSE 11-50 | Bespoke | FTSE 11-50 | Bespoke | FTSE 11-50 | |
Salary | Total cash | Total target remuneration | Total max remuneration |
COO pay data
£4,600 | ||||
£4,400 | ||||
£4,200 | ||||
£4,000 | ||||
£3,800 | ||||
£3,600 | ||||
£'000 | £3,400 | |||
£3,200 | ||||
£3,000 | ||||
Remuneration, | £2,800 | |||
£2,600 | ||||
£2,400 | ||||
£2,200 | ||||
£2,000 | ||||
£1,800 | ||||
£1,600 | ||||
£1,400 | ||||
£1,200 | ||||
£1,000 | ||||
£800 | ||||
£600 | ||||
£400 | ||||
FTSE 11-50 | FTSE 11-50 | FTSE 11-50 | FTSE 11-50 | |
Salary | Total cash | Total target remuneration | Total max remuneration |
Information Classiȴcation: General 1
UQ | Current position |
Median | |
LQ | Proposed position |
5 INFORMA PLC NOTICE OF GENERAL MEETING
Notice of 2024 Annual General Meeting
The 2024 Annual General Meeting of Informa PLC will be held at 11.00 am on Friday 21 June 2024 at 240 Blackfriars Road, London SE1 8BF, to consider, and if thought ȴt, pass the resolutions set out below.
Resolutions 1 to 18 will be proposed as ordinary resolutions and resolutions 19 to 22 will be proposed as special resolutions.
ORDINARY RESOLUTIONS
Resolution 1
To re-elect John Rishton as a Director.
Resolution 2
To re-elect Stephen A. Carter C.B.E. as a Director.
Resolution 3
To re-elect Mary McDowell as a Director .
Resolution 4
To re-elect Gareth Wright as a Director.
Resolution 5
To re-elect Gill Whitehead as a Director.
Resolution 6
To re-elect Louise Smalley as a Director.
Resolution 7
To re-elect Patrick Martell as a Director.
Resolution 8
To re-elect Joanne Wilson as a Director.
Resolution 9
To re-elect Zheng Yin as a Director.
Resolution 10
To re-elect Andrew Ransom as a Director.
Resolution 11
To receive the Annual Report and audited ȴnancial statements of the company (incorporating the reports of the Directors and Auditor) for the year ended 31 December 2023 (Annual Report).
Resolution 12
To approve the Directors' Remuneration Report set out on pages 121 to 139 of the Annual Report.
Resolution 13
To adopt the Directors' Remuneration Policy, the text of which is set out on pages 12 to 18 of this Notice of Meeting, to take eect from the conclusion of the Annual General Meeting at which it is passed.
Resolution 14
To approve a ȴnal dividend for the year ended 31 December 2023 of 12.2 pence per ordinary share.
Resolution 15
To re-appoint PricewaterhouseCoopers LLP (PwC) as auditor of the company until the conclusion of the next general meeting at which accounts are laid.
Resolution 16
To authorise the Audit Committee, for and on behalf of the Board, to set the auditor's remuneration.
5HVROXWLRQ$XWKRULWWRPDNHSROLWLFDO donations
That, in accordance with sections 366 and 367 of the Companies Act 2006 (the Companies Act), the company, and any company which is or becomes a subsidiary of the company at any time during the period for which this resolution, is generally authorised to:
- make political donations to political parties or independent election candidates, not exceeding £30,000 in aggregate;
- make political donations to political organisations other than political parties not exceeding £30,000 in aggregate; and
- incur political expenditure not exceeding £30,000 in aggregate.
This authority will apply until the earlier of the end of the company's next AGM or close of business on
20 September 2025.
Any terms used in this resolution which are deȴned in Part 14 of the Companies Act have the same meaning for the purposes of this resolution.
Resolution 18: Authority to allot shares
That, in accordance with section 551 of the Companies Act and in substitution for all existing authorities, the Directors be given power to allot shares in the company and to grant rights to subscribe for or convert any security into shares in the company:
- up to an aggregate nominal amount of £453,623 (such amount to be reduced by any allotments or grants made under paragraph (ii) below in excess of such sum); and
- comprising equity securities (as deȴned in section 560(1) of the Companies Act) up to an aggregate amount of £453,623 (such amount to be reduced by any allotments or grants made under paragraph (i) above) in connection with an oer by way of a rights issue:
- to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
- to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary or appropriate,
and so that the Directors may impose any limits or restrictions and make arrangements which they consider necessary or expedient to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.
This authority will apply until the earlier of the end of the company's next AGM or close of business on 20 September 2025 (unless previously renewed, varied or revoked by the company in a general meeting), but so that in each case the company may make oers and enter into agreements before this authority ends which would, or might, require shares to be allotted or subscription or conversion rights to be granted after the authority ends and the Directors may allot shares or grant rights to subscribe for or convert securities into shares under any such oer or agreement as if this authority had not ended.
INFORMA PLC NOTICE OF GENERAL MEETING 6
SPECIAL RESOLUTIONS
Resolution 19: General power to disapply pre-emption rights
That, if Resolution 18 is passed, the Directors be authorised, in substitution for all existing powers and pursuant to section 570 of the Companies Act, to allot equity securities (as deȴned in section 560(1) of the Companies Act) for cash under the authority granted by Resolution 19 and/or to sell treasury shares for cash as if section 561 of the Companies Act did not apply to any such allotment or sale, such authority to be limited to:
- the allotment of equity securities and/or sale of treasury shares for cash in connection with an oer of, or invitation to apply for, equity securities:
- to ordinary shareholders in proportion (as near as may be practicable) to their existing holdings; and
- to holders of other equity securities, as required by the rights of those securities, or as the Directors otherwise consider necessary or appropriate,
and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or expedient to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or the requirement of any regulatory body or stock exchange or any other matter; and
- the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £136,087.
This authority will apply until the earlier of the end of the company's next AGM or close of business on 20 September 2025 (unless previously renewed, varied or revoked by the company in a general meeting), but, in each case, during this period the company may make oers and enter into agreements which would, or might, require equity securities to be allotted and treasury shares to be sold) and the Directors may allot equity securities (and sell treasury shares) under any such oer or agreement as if this authority had not ended.
Resolution 20: Additional power to disapply pre-emption rights for acquisitions or capital investments
That, if Resolution 18 is passed, and in addition to any authority granted under Resolution 19, the Directors be authorised to allot equity securities (as deȴned in section 560(1) the Companies Act) for cash under the authority given by Resolution 19 and/or to sell treasury shares for cash as if section 561 of the Companies Act did not apply to any such allotment or sale, such authority to be: limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £136,087 and used only for the purposes of ȴnancing (or re-ȴnancing, if the authority is to be used within twelve months after the original transaction) a transaction which the Directors of the company determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles most recently published by the PEG prior to the date of this Notice.
7 INFORMA PLC NOTICE OF GENERAL MEETING
This authority will apply until the earlier of the end of the company's next AGM or close of business on 20 September 2025 but, in each case, during this period the company may make oers and enter into agreements which would, or might, require equity securities to be allotted (and treasury shares to be sold) and the Directors may allot equity securities (and sell treasury shares) under any such oer or agreement as if this authority had not ended.
Resolution 21: Authority to purchase own shares
That, pursuant to section 701 of the Companies Act, the company is generally and unconditionally authorised to make market purchases (as deȴned in section 693(4) of the Companies Act) of its ordinary shares on such terms as the Directors think ȴt, provided that:
- the maximum aggregate number of ordinary shares authorised to be purchased is 136,087,000 (representing 10% of the issued ordinary share capital);
- the minimum price (exclusive of expenses) which may be paid for an ordinary share is its nominal value; and
- the maximum price (exclusive of expenses) which may be paid for each ordinary share is the higher of:
- an amount equal to 105% of the average market value of an ordinary share of the company as derived from the London Stock Exchange Daily Oɝcial List for the ȴve business days immediately preceding the day of purchase: and
- the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venues where the purchase is carried out.
This authority will apply until the earlier of the end of the company's next AGM or close of business on 20 September 2025, provided that during this period the company may enter a contract to purchase ordinary shares which would or might be completed wholly or partly after this authority has ended and the company may purchase ordinary shares pursuant to any such contract as if this authority had
not ended.
Resolution 22: Notice period for general meetings, other than annual general meetings
That a general meeting of the company (other than an annual general meeting) may be called on not less than 14 clear days' notice.
By order of the Board
Rupert Hopley
Group Company Secretary
25 April 2024
Registered Oɝce:
5 Howick Place, London SW1P 1WG
Registered in England and Wales No: 08860726
Explanatory Notes on the Resolutions
The explanatory notes that follow form part of the Notice and provide important information regarding the items of business to be considered at the AGM.
Resolutions 1 to 18 (inclusive) are proposed as ordinary resolutions. This means that for each of these resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 19 to 22 (inclusive) are proposed as special resolutions. This means that for each of these resolutions to be passed, at least 75% of the votes cast must be in favour of
the resolution.
Resolutions 1 to 10: Election of Directors
As is usual, and in line with the 2018 UK Corporate Governance Code 2018 (the Code), all Directors will oer themselves for reelection at the AGM.
On behalf of the Board, the Chair conȴrms that each Director standing for re-election remains committed to their role and continues to be an eective and valuable member of the Board. The Board is also content that each Non-Executive Director is independent and there are no relationships or circumstances likely to aect their character or Mudgement. The Board is satisȴed that each of the Directors has the appropriate balance of skills, experience, independence and knowledge
of the Company to enable them to discharge the duties and responsibilities of a director eectively.
Detailed biographies for each Director can be found on pages 10 to 11 of this document.
Resolution 11: 2023 Annual Report
The Directors present the Annual Report to shareholders at the AGM. The Annual Report contains the reports of the Directors (including the Strategic Report) and auditor as well as the ȴnancial statements for the year ended 31 December 2023.
Resolution 12: Directors' Remuneration Report
This resolution seeks shareholder approval for the Directors' Remuneration Report (DRR) for the year ended 31 December 2023, set out on pages 121 to 139 of the Annual Report.
The DRR gives details on how the company's remuneration policy has been implemented during the year and the payments and share awards, if any, made to the Directors.
The DRR also gives details of how the company intends to apply the remuneration policy during 2024.
The vote on this resolution is advisory and the Directors' entitlement to remuneration is not conditional on it being passed.
PwC, the company's auditor for the year ended 31 December 2023, has audited those parts of the DRR that are required to be audited.
Resolution 13: Directors' Remuneration Policy
A new Directors' Remuneration Policy (Remuneration Policy) for the period 2025-2027 will be put to shareholders for approval at the AGM. Further details can be found on pages 12 to 18 of this document. The existing Remuneration Policy, which was approved at the 2022 AGM and is available on our website, will apply to the incumbent Executive Directors during 2024.
Resolution 14: Final Dividend
This resolution seeks shareholder approval to pay a ȴnal dividend of 12.2 pence per share for the year ended
31 December 2023 that will be paid, if approved, on 12 July 2024 to shareholders on the register at 6 pm on 7 June 2024.
Resolutions 15 and 16: Re-Appointment of auditor and auditor's remuneration
The Companies Act requires that an independent auditor is appointed at each general meeting at which accounts are
presented to shareholders. The auditor will usually hold oɝce from the conclusion of such meeting until the next general meeting at which accounts are presented.
PwC have indicated their willingness to continue in oɝce as auditor of the company. Accordingly, on the recommendation of the Audit Committee, resolution 15 proposes that PwC be reappointed as the company's auditor.
Resolution 16 seeks authorisation from shareholders for the Directors to agree the auditor's fee. In practice, and in line with the Code, audit fees are considered and approved by the Audit Committee on the Board's behalf. Details of all fees paid to the auditor for the year ended 31 December 2023 are set out in Note 6 of the Annual Report.
5HVROXWLRQ$XWKRULWWRPDNHSROLWLFDO donations
The authority being proposed in this resolution 17 is a renewal of the authority granted at the 2023 AGM.
The company does not make any donations to political parties or incur political expenditure as those terms are normally understood, and the Directors have no intention of using this authority for that purpose during 2024, nor was it used during 2023.
The Companies Act requires companies to obtain shareholder authority for donations to registered political parties and other political organisations totalling more than £5,000 in any 12-month period and for any political expenditure, subMect to limited exceptions.
The deȴnition of political donations used in the Companies Act is very wide and, as a result, could inadvertently catch legitimate activities such as policy review, law reform and the representation of the business community and special interest groups (such as those concerned with the environment) which the company may wish to support. These activities are not designed to support any political party nor to inȵuence public support for a particular party.
To avoid any inadvertent infringement of the Companies Act, shareholders are asked to renew the authority which will apply until the end of the AGM in 2024.
Resolution 18: Authority to allot shares
Under section 551 the Companies Act, the Directors may only allot shares (or grant certain rights over shares) if they are authorised to do so by shareholders. Resolution 18 would renew the authority previously given to the Directors at last year's AGM.
The Investment Association (IA) share capital management guidelines on directors' authority to allot shares state that its members will permit, and treat as routine, resolutions seeking authority to allot shares representing up to two thirds of the Company's issued share capital. The guidelines provide that any routine authority to allot shares representing more than one third of the Company's issued share capital should only be used to allot shares pursuant to a fully pre-emptive rights issue.
INFORMA PLC NOTICE OF GENERAL MEETING 8
| Attention: This is an excerpt of the original content. To continue reading it, access the original document here. |
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Informa plc published this content on 26 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2024 11:16:04 UTC.
