INFORMA PLC - 202 3

Notice of Annual General Meeting

Strength & Specialisation

To be held on: Thursday 15th June 2023

240 Blackfriars Road, London SE1 8BF at 11.00am

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 advisor authorised under the Financial Services and Markets Act 2000. If you have sold or transferred all of 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.

Neither Informa PLC nor any Director of an Informa company will ever offer investment advice or make unsolicited 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

  • Treat any unsolicited call with an offer to buy or sell shares with extreme caution - the safest thing to do is hang-up.
  • Do not give out or confirm 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 first 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

19 April 2023

Dear Shareholder

2023 Annual General Meeting

I am pleased to invite you to the 2023 Annual General Meeting (AGM) of Informa PLC (the company) which will be held at 240 Blackfriars Road, London SE1 8BF on 15 June 2023 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 Tuesday 13 June 2023.

Attendance and voting

In order for the votes of all shareholders to be taken into account, 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 13 June 2023.

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 8 to 9 of this document.

Board changes and AGM resolutions

The notice of AGM (the Notice) and the proposed resolutions are set out on pages 2 to 3 of this document and include the usual business of the AGM, including the election of Directors, receiving the Annual Report and audited financial statements, approving the Directors' Remuneration Report and approving the Final Dividend. This year, we will also be including a resolution to appoint PricewaterhouseCoopers LLP (PwC) as our external auditor, who will take over from Deloitte LLP following the completion of their term. PwC were appointed following a competitive tender and further details are set out in the Audit Committee Report on pages 112 to 121 of the Annual Report.

Further information on each resolution is set out in the explanatory notes on pages 4 to 5.

In January 2023 Helen Owers completed her ninth year as a Director on our Board and so will not stand for re-election at the AGM. Helen has contributed significantly over her time at Informa, both as a respected colleague to fellow Board members and also to the broader Informa community, including through her responsibility for colleague engagement. On behalf of the Board and Informa, I would like to thank Helen for her hard work and many contributions and wish her the very best for the future.

As announced on 9 March, subject to shareholder approval at the AGM, Andy Ransom will join the Board as a Non-Executive Director and a member of the Nomination and Remuneration Committees on 15 June. This is covered by resolution 1 within the Notice.

All other Directors will stand for re-election, as is our usual practice. Board biographies, including for Andy Ransom, are set out on pages 6 to 7 of this document.

Final Dividend

The Board is recommending a final dividend of 6.8 pence per ordinary share for the year ended 31 December 2022. Subject to shareholder approval at the AGM, the final dividend will be paid on 14 July 2023 to shareholders on the register of members at 6pm on 2 June 2023.

Details of the company's Dividend Reinvestment Plan, including full terms of reference and eligibility for shareholders based outside the UK, are available from Computershare at investorcentre.co.uk.

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 as a whole, 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

Notice of 2023 Annual General Meeting

The 2023 Annual General Meeting of Informa PLC will be held at 11.00 am on 15 June 2023 at 240 Blackfriars Road, London SE1 8BF, to consider, and if thought fit, 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 elect Andrew Ransom as a Director.

Resolution 2

To re-elect John Rishton as a Director.

Resolution 3

To re-elect Stephen A. Carter C.B.E. as a Director.

Resolution 4

To re-elect Gareth Wright as a Director.

Resolution 5

To re-elect Mary McDowell as a Director.

Resolution 6

To re-elect Gill Whitehead as a Director.

Resolution 7

To re-elect Louise Smalley as a Director.

Resolution 8

To re-elect David Flaschen as a Director.

Resolution 9

To re-elect Joanne Wilson as a Director.

Resolution 10

To re-elect Zheng Yin as a Director.

Resolution 11

To re-elect Patrick Martell as a Director.

Resolution 12

To receive the Annual Report and audited financial statements of the company (incorporating the reports of the Directors and Auditor) for the year ended 31 December 2022 (Annual Report).

Resolution 13

To approve the Directors' Remuneration Report set out on pages 122 to 141 of the Annual Report.

Resolution 14

To approve a final dividend for the year ended 31 December 2022 of 6.8 pence per ordinary share.

Resolution 15

To 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.

Resolution 17: Authority to make political 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:

  1. make political donations to political parties or independent election candidates, not exceeding £30,000 in aggregate;
  2. make political donations to political organisations other than political parties not exceeding £30,000 in aggregate; and
  3. 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

14 September 2024.

Any terms used in this resolution which are defined 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:

  1. up to an aggregate nominal amount of £472,353 (such amount to be reduced by any allotments or grants made under paragraph (ii) below in excess of such sum); and
  2. comprising equity securities (as defined in section 560(1) of the Companies Act) up to an aggregate amount of £472,353 (such amount to be reduced by any allotments or grants made under paragraph (i) above) in connection with an offer by way of a rights issue:
    1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
    2. 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 14 September 2024 (unless previously renewed, varied or revoked by the company in a general meeting), but so that in each case the company may make offers 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 offer or agreement as if this authority had not ended.

INFORMA PLC NOTICE OF GENERAL MEETING 2

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 defined in section 560(1) of the Companies Act) for cash under the authority granted by Resolution 18 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:

  1. the allotment of equity securities and/or sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities:
    1. to ordinary shareholders in proportion (as near as may be practicable) to their existing holdings; and
    2. 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

  1. the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £141,706.

This authority will apply until the earlier of the end of the company's next AGM or close of business on 14 September 2024 (unless previously renewed, varied or revoked by the company in a general meeting), but, in each case, during this period the company may make offers 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 offer 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 defined 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 £141,706. This authority may only be used for the purposes of financing (or re-financing, 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.

3 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 14 September 2024 but, in each case, during this period the company may make offers 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 offer 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 defined in section 693(4) of the Companies Act) of its ordinary shares on such terms as the Directors think fit, provided that:

  1. the maximum aggregate number of ordinary shares authorised to be purchased is 141,706,000 (representing 10% of the issued ordinary share capital);
  2. the minimum price (exclusive of expenses) which may be paid for an ordinary share is its nominal value; and
  3. the maximum price (exclusive of expenses) which may be paid for each ordinary share is the higher of:
    1. 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 Official List for the five business days immediately preceding the day of purchase: and
    2. 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 14 September 2024, 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

19 April 2023

Registered Office:

5 Howick Place, London SW1P 1WG Registered in England and Wales No: 8860726

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Informa plc published this content on 28 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 April 2023 08:26:09 UTC.