Experian 2016 Annual Report Download - page 106

Directors’ report continued
Restrictions on transfers of
shares and/or voting rights
The Company is not aware of any
agreements between shareholders that
may result in restrictions on the transfer
of securities and/or voting rights and,
apart from the matters described below,
there are no restrictions on the transfer
of the Company’s ordinary shares and/or
voting rights:
• Certain restrictions on transfers of
shares may from time to time be
imposed by, for example, insider
dealing regulations. In accordance
with the UK FCA’s Listing Rules,
directors and certain employees
are required to seek the Company’s
approval to deal in its shares.
• Some of Experian’s share-based
employee incentive plans include
restrictions on the transfer of shares,
whilst the shares are subject to
the plan.
• As described in the Report on
directors’ remuneration, non-
executive directors receive a
proportion of their fees in shares,
until the value of their shareholding
equals their annual fee. These shares
may not normally be transferred
during their period of office.
• Where participants in a share-based
employee incentive plan operated by
Experian 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 carry no voting rights while
they are held in treasury.
• The deferred shares in the Company
carry no voting rights.
• Unless the directors determine
otherwise, members are not entitled
to vote personally or by proxy at a
shareholders’ meeting, or to exercise
any other member’s right in relation
to shareholders’ meetings, in respect
of any share for which any call or
other sum payable to the Company
remains unpaid.
• Unless the directors determine
otherwise, members are not entitled
to vote personally or by proxy at a
shareholders’ meeting, or to exercise
any other member’s right in relation
to shareholders’ meetings, if the
member fails to provide the Company
with the required information
concerning interests in those shares,
within the prescribed period after
being served with a notice under the
Company’s articles of association.
• The Company’s articles of
association state that, except for
certain limited circumstances, if the
number of shares in the Company
beneficially owned by residents of
the USA exceeds a defined permitted
maximum and the directors give
notice to the holder(s) of such
shares, the shares do not give their
holder(s) the right to receive notice
of, attend or vote at the Company’s
general meetings.
Details of deadlines in respect of
voting for the 2016 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.
Share capital information
Rights and obligations
The rights and obligations attaching to
the ordinary and deferred shares are set
out in note P to the Company financial
statements and in the Company’s articles
of association, a copy of which can be
obtained from the Experian website,
www.experianplc.com. The Company’s
articles of association may be amended by
passing a special resolution.
ADR programme
The Company has a Level 1 American
Depositary Receipt (‘ADR’) programme
in the USA, for which the Bank of New
York Mellon acts as depositary. The ADRs
are traded on the highest tier of the US
over-the-counter market, OTCQX, with
each ADR representing one Experian
plc ordinary share. Further details are
given in the Shareholder and corporate
information section.
Substantial shareholdings
The Company’s articles of association
oblige shareholders to comply with the
notification obligations contained in the
UK Disclosure and Transparency Rules.
As at 10 May 2016, the Company had been
notified of the indirect interests below
in its issued ordinary share capital or
voting rights.
Date of notification Shareholder
Number of ordinary
shares/voting rights
Percentage of issued
share capital/voting rights
6 August 2015 Harris Associations L.P. 50,233,366 4.94%
24 March 2016 BlackRock, Inc. 51,677,790 5.38%
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104 Governance •Directors’ report