Experian 2014 Annual Report Download - page 101

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• As described in the Report on
directors’ remuneration, non-
executive directors receive a
proportion of fees in shares until
their shareholding reaches one
times their annual fee. These shares
may not normally be transferred
during their period of office.
• Where, under a share-based
employee incentive plan operated
by Experian, participants are the
beneficial owners of the shares but
not the registered owner, the voting
rights are normally exercised by the
registered owner at the direction of
the participants.
• Shares held in treasury carry no
voting rights for as long as they
are held as treasury shares.
• The deferred shares in the
Company carry no voting rights.
• No member shall, unless the
directors otherwise determine, be
entitled in respect of any share held
by him or her to vote either personally
or by proxy at a shareholders’
meeting or to exercise any other right
conferred by membership in relation
to shareholders’ meetings if any call
or other sum presently payable by
him or her to the Company in respect
of that share remains unpaid.
• No member shall, unless the
directors otherwise determine, be
entitled to vote either personally
or by proxy at a shareholders’
meeting or to exercise any other
right conferred by membership in
relation to shareholders’ meetings if
he or she fails within the prescribed
period to provide the Company with
information concerning interests in
those shares required to be provided
after being duly served with a notice
pursuant to the articles of association
of the Company.
• In accordance with the articles of
association of the Company and save
for certain limited circumstances, if
the number of shares in the Company
beneficially owned by residents of
the US exceeds a defined permitted
maximum and the directors give
notice to the holder(s) of such shares,
such shares shall not confer on the
holder(s) thereof the right to receive
notice of, attend or vote at general
meetings of the Company.
• Details of deadlines in respect
of voting for the 2014 AGM are
contained in the notice of meeting
that has been circulated to
shareholders and which can also be
viewed at the Company’s website.
Own shares
The existing authority for the Company to
purchase its own shares, which expires
at the end of this year’s AGM, was given
at the AGM held on 17 July 2013 and
permitted the Company to purchase, in
the market, 100,961,463 of its own shares.
During the year ended 31 March 2014,
the Company purchased 10,991,165 of
its own shares at a cost of US$203m.
No shares have been purchased by the
Company since 31 March 2014. As at
the date of approval of this annual
report, the Company had an unexpired
authority to purchase up to 89,970,298
of its own shares.
All shares purchased have been retained
as treasury shares.
As at the date of approval of this annual
report, the Company holds 38,536,619
(2013: 20,000,000) of its own shares as
treasury shares. On 24 February 2014,
7,545,454 ordinary shares in the Company
were transferred from RBC cees Trustee
Limited, the trustee of the Experian plc
Employee Share Trust, to the Company,
in satisfaction of a loan repayment to the
Company. The transferred shares are held
by the Company in treasury.
Details of the new authority being
requested at the 2014 AGM are contained
in the circular to shareholders, which
accompanies this annual report and is
available on the Company’s website at
www.experianplc.com.
Details of the shares in the Company
purchased by and held under the
Experian plc Employee Share Trust and
the Experian UK Approved All-Employee
Share Plan are set out in note L to the
parent company’s financial statements.
Significant agreements –
change of control
There are a number of agreements
to which the Group is party that take
effect, alter or terminate, or have the
potential to do so, upon a change of
control of the Company following a
takeover bid. Details of the agreements
of this nature are:
• The Group’s banking facilities contain
provisions which, in the event of a
change of control of the Company,
could result in a renegotiation or
withdrawal of such facilities.
• The US$600m 2.375% Senior
Notes due 2017, the £400m 4.75%
Euronotes due 2018, the €500m
4.75% Euronotes due 2020 and the
£400m 3.50% Euronotes due 2021,
issued by the Group, provide that
holders may require repayment of
the notes in the event that a rating
agency downgrades or re-rates
downwards the notes to below
investment grade following a
change of control of the Company.
• All of Experian’s share-based
employee incentive plans contain
provisions relating to a change of
control. Outstanding awards and
options would normally vest and
become exercisable on a change of
control, subject to the satisfaction
of any performance conditions at
that time.
• The Group is party to a limited
number of operational arrangements
which can be terminated or
altered upon a change of control
of the Company, but these are
not considered to be individually
significant to the business of the
Group as a whole or, in certain cases,
it is considered that their disclosure
would be seriously prejudicial to
the Company.
• The provisions in directors’ service
contracts relating to a change
of control of the Company are
described in the Report on
directors’ remuneration.
Governance • Directors’ report
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