RELX Group

Call for the Annual General Shareholders Meeting



Call for the Annual General Shareholders’ Meeting (the AGM) of RELX N.V. (the Company) on Wednesday 19 April 2017, 1.30 pm CET in the Sheraton Amsterdam Airport Hotel and Conference Center, Schiphol Boulevard 101, Amsterdam, the Netherlands

Agenda:

  1. Opening
     
  2. Annual Report 2016 (discussion)
     
  3. Amendments to the remuneration policy, to the RELX Group plc Long-Term Incentive Plan (LTIP) rules and addition of a deferred share element to the Annual Incentive Plan (AIP)
    1. Amendments to the remuneration policy (resolution)
    2. Amendments to the RELX Group plc Long-Term Incentive Plan (LTIP) rules (resolution)
    3. Addition of a deferred share element to the Annual Incentive Plan (AIP) (resolution)
       
  4. Implementation of the remuneration policy in 2016 (discussion)
     
  5. Adoption of the 2016 Annual Financial Statements (resolution)
     
  6. Determination and distribution of dividend (resolution)
     
  7. Release from liability of the directors
    1. Release from liability of the executive directors (resolution)
    2. Release from liability of the non-executive directors (resolution)
       
  8. Appointment of external auditors (resolution)
     
  9. Re-appointment of the non-executive directors
    1. Re-appointment of Anthony Habgood (resolution)
    2. Re-appointment of Wolfhart Hauser (resolution)
    3. Re-appointment of Adrian Hennah (resolution)
    4. Re-appointment of Marike van Lier Lels (resolution)
    5. Re-appointment of Robert MacLeod (resolution)
    6. Re-appointment of Carol Mills (resolution)
    7. Re-appointment of Linda Sanford (resolution)
    8. Re-appointment of Ben van der Veer (resolution)
       
  10. Re-appointment of the executive directors
    1. Re-appointment of Erik Engstrom (resolution)
    2. Re-appointment of Nick Luff (resolution)
       
  11. Authorisation of the Board to acquire shares in the Company and reduction of the capital of the Company by the cancellation of up to 50 million of its shares held in treasury
    1. Authorisation of the Board to acquire shares in the Company (resolution)
    2. Proposal to reduce the capital of the Company by the cancellation of up to 50 million of its shares held in treasury (resolution)
       
  12. Designation of the Board as authorised body to issue shares, to grant rights to acquire shares and to restrict pre-emptive rights
    1. Designation of the Board as authorised body to issue shares and to grant rights to acquire shares in the capital of the Company (resolution)
    2. Designation of the Board as authorised body to limit or exclude pre-emptive rights to the issuance of shares (resolution)
       
  13. Any other business
     
  14. Close of meeting

The agenda with explanatory notes, the annual report and the financial statements and auditor’s opinion, the biographical information concerning candidates for (re)appointment, including a form of proxy and voting instructions are available free of charge from the offices of the Company, are available on the website (www.relx.com) and also available at ABN AMRO Bank N.V. (ABN AMRO), telephone +31 (0)20 344 2000 or email: corporate.broking@nl.abnamro.com.

Record date and notification
The Board has determined that for this AGM the persons who will be considered as entitled to vote and/or attend the AGM, are those persons who are registered as such in a (sub)register designated by the Board on Wednesday 22 March 2017 (the Record Date), after processing of all settlements on that date and who have made a notification in the manner set out below. The (sub)registers which have been designated as such are the records as at the Record Date of intermediaries within the meaning of the Dutch Giro Act (Wet giraal effectenverkeer). For holders of shares which are not administered via an intermediary, the designated (sub)register is the Company’s register of shareholders.

Holders of shares and holders of a right of pledge or a right of usufruct on such shares with voting rights administered via an intermediary who wish to attend the AGM in person or appoint a representative, must notify ABN AMRO via the intermediary in which administration their relevant shares are registered. Intermediaries must submit to ABN AMRO by 12 April 2017 at 5pm CET at the latest, for each shareholder concerned (or person entitled to vote) a statement that it wishes to attend the AGM including the number of shares notified for registration and held by the relevant shareholder at the Record Date. The shareholder will receive a confirmation of its notification for the AGM, including the number of shares registered for the AGM. This will serve as admission certificate and upon submission thereof prior to the AGM on 19 April 2017, the shareholder or respectively, its representative, will be given access to the AGM.

Holders of registered shares and holders of a right of pledge or a right of usufruct on such shares with voting rights who are registered in person in the register of shareholders of the Company at 5pm CET as of the Record Date who wish to attend the AGM in person or appoint a representative, will be entitled to attend the AGM if they have notified the Board of the Company of their attendance by Wednesday 12 April 2017 at 5pm CET in writing or electronically (see contact details below) of their attendance. They will receive confirmation of their notification from the Company. This will serve as admission certificate and upon submission thereof prior to the AGM on 19 April 2017, the shareholder or respectively, its representative, will be given access to the AGM.

Representation by proxy
Subject to compliance with the above provisions, shareholders can attend and vote at the AGM in person or by proxy. Proxies need to be in writing (form available free of charge on www.relx.com) and should at the discretion of the Company sufficiently identify the shareholder and the proxy holder and the number of shares for which the proxy holder will represent the shareholder at the AGM. In order to give proxy and voting instructions, the shareholder (a) must have registered his shares as set out above and (b) must ensure that the duly completed and signed proxy including, as appropriate, voting instructions, will be received by the Company (see contact details below) no later than Wednesday 12 April 2017 at 5pm CET.

Proxy holders representing multiple shareholders whose voting instructions require that they cannot vote individual agenda items similarly for all shares which they represent (for, against, abstain), shall need to contact the Company Secretariat (see contact details below) no later than Wednesday 12 April 2017 at 5pm CET, in order to procure appropriate processing of their instructions by the electronic voting system at the AGM. Holders of shares who will not be attending the AGM in person may also give proxy to the Company Secretary and cast their votes on-line via the ABN AMRO e-voting system before the AGM until Wednesday 12 April 2017 at 5pm CET. For further information, please visit www.abnamro.com/evoting.

Persons without a valid admission certificate will not be given access to the AGM. Attendants may be asked for identification prior to being admitted.

Amsterdam, 7 March 2017
the Board

Communication with the Company regarding the above information through:

Company Secretariat
RELX N.V.
By email: NV.secretariat@relx.com
By telephone: +31 (0)20 485 2906
By fax: +31 (0)20 485 2032
By post: P.O. Box 470, 1000 AL Amsterdam, the Netherlands