Informa Regulatory News (INF)

Informa LEI: 5493006VM2LKUPSEDU20

Press release

12 June 2018

Informa PLC

Company Update

Board / Reporting / Remuneration

London: Informa (LSE: INF.L), the international Exhibitions, Events, Business Intelligence and Academic Publishing Group, today confirms a number of Board matters following the recent announcement of the expected timetable of its recommended offer (the "Offer") for UBM plc ("UBM") and its recent Annual General Meeting ("AGM").

Combination of Informa and UBM

Following the announcement by the UK CMA that the Offer for UBM did not qualify for investigation, the expected timetable for final administrative procedures in relation to the Offer has been confirmed, with completion scheduled for 15 June 2018. This allows the Board to update shareholders on several related matters.

Board Appointments - Further International Experience

As announced in the Circular and Prospectus issued on 14 March 2018, following completion of the Offer, three members of the current UBM Board will be joining the Informa Board. Greg Lock will join as Deputy Chairman and will sit on the Audit Committee. Mary McDowell and David Wei will join as Non-Executive Directors, and both will sit on the Remuneration Committee. The other members of the UBM Board will step down with effect on completion.

It has also been agreed that going forward, all Non-Executive Directors on the Informa Board, including Greg, Mary and David, will become members of the Nomination Committee.

All these appointments will be effective immediately following completion on 15 June 2018, with all three new Directors set to participate in the Informa July Board Meeting.

Half-Year Results Reporting

On 25 July, Informa will report its Half Year Results to the end of June 2018, including pro-forma key financials for UBM for the full six-month period, on a stand-alone basis.

2018 Remuneration Update

Confirmation of the completion timetable also allows the Remuneration Committee to confirm implementation of the Remuneration Policy in 2018. This includes the introduction of a new award under the existing Long-Term Incentive Plan ("LTIP") based on the successful delivery of the Accelerated Integration Plan ("AIP") for UBM. It will be measured against the public AIP targets already announced, namely to achieve a run rate of £60m minimum to £70m maximum cost synergies by the end of 2020 (60% weighting) and a post-tax return on invested capital inline or ahead of the Group's WACC of 7.2% at minimum and 7.95% maximum by the third full year post completion (40% weighting).

The Committee consulted extensively with shareholders in updating its Remuneration Policy, including through the voting period. Having reflected on the feedback received, it has resolved to make three changes to implementation of the Policy in 2018:

1. 2018 STIP Award: below Policy opportunity

For the Short-Term Incentive Plan ("STIP"), the maximum award opportunity will be 150% of base salary to both the Chief Executive and Finance Director, below the 175% level authorised for both within the updated Policy.

2. 2018 AIP LTIP Award: below Policy opportunity

For the AIP element of the LTIP, the maximum award opportunity will be 100% of base salary for the Chief Executive, also below the level authorised by the updated Policy (125%), and an award of 75% of base salary for the Finance Director. *

3. 2018 EPS CAGR LTIP: targets set higher

For the three-year EPS CAGR element of the LTIP, the award remains at 100% of base salary for the Chief Executive and 75% for the Finance Director but the target range is both higher and wider than previously (3% per annum at minimum, rising to 8% per annum at maximum).

The above awards relate to the two Executive Board Directors (the Chief Executive and Finance Director) but the incentive structure and targets have also been cascaded down to the Senior Management Team to ensure common objectives and alignment of incentives across the wider team.

* In line with the new AIP award, on 29 May, the Remuneration Committee granted Chief Executive, Stephen A Carter, 108,502 shares and Finance Director, Gareth Wright, 61,866 shares, both at a strike price of £7.606.

Notes to editors

About Informa PLC

Informa operates at the heart of the Knowledge and Information Economy. It is one of the world's leading business intelligence, academic publishing, knowledge and events businesses.

With more than 7,500 colleagues globally, it has a presence in all major geographies, including North America, South America, Asia, Europe, the Middle East and Africa.

To learn more, please visit www.informa.com