EX-4.5 5 d627660dex45.htm EX-4.5 EX-4.5

Exhibit 4.5

 

 

 

RULES OF THE

RELX GROUP PLC

LONG-TERM INCENTIVE PLAN 2013

 

 

 

Adopted by the directors of RELX Group plc on 25 April 2013

Approved by the shareholders of RELX PLC in general meeting on 25 April 2013

Approved by the shareholders of RELX NV in general meeting on 24 April 2013

(Plan and company names changed in connection with the structure simplification and listed entity name changes completed on 1 July 2015)

Minor amendments to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment approved by the directors of RELX Group plc on 14 February 2017

Amendments to reflect the Remuneration Policy approved by the directors of RELX Group plc on 14 February 2017 and approved by the shareholders of RELX PLC in general meeting on 20 April 2017 and approved by the shareholders of RELX NV in general meeting on 19 April 2017

Minor amendments to benefit the administration of the Plan approved by a committee of the directors of RELX Group plc on 22 August 2018 to take effect on the effective date of the corporate simplification, which is expected to be 8 September 2018

Minor amendments to take account of a change in legislation approved by the Remuneration Committee on 25 September 2018

 

 

LOGO

Freshfields Bruckhaus Deringer LLP

THE RELX GROUP PLC

LONG-TERM INCENTIVE PLAN 2013

 

1.

DEFINITIONS

1.1     In these Rules and the schedules and appendices to these Rules (each a Schedule or Appendix, as the case may be), unless the context otherwise requires, the following words and expressions have the following meanings:

Adoption Date means 25 April 2013 being the date approval of the Plan by shareholders was obtained;

Award means a Performance Share Award or Performance Share Option;

Board means the board of directors for the time being of the Company;

Capital Reorganisation means any variation in the share capital or reserves of RELX PLC (including, without limitation, by way of capitalisation, rights issue, consolidation, sub-division or reduction);

Committee means the remuneration committee of the Board, or other duly authorised committee of the Board;

Company means RELX Group plc registered in England No. 2746616 by whatever name known from time to time;

Control has the meaning given to it by section 995 of the Income Tax Act 2007;

Date of Grant means the date on which an Award is granted in accordance with the terms of Rule 4;

Dealing Day means any day on which the London Stock Exchange and the Amsterdam Stock Exchange are open for the transaction of business;

Dealing Restrictions means any restrictions on, or requirement for approvals for dealing in Shares whether under applicable law, under the Company’s or RELX PLC’s share dealing rules (as applicable), the provisions of the Listing Rules of the UK Listing Authority or the City Code on Takeovers and Mergers or any of their equivalents in any applicable jurisdiction;

Dividend Equivalent means a right to a cash payment or Shares in accordance with Rule 7;

Employee means any employee (including an executive director) or a corporate officer of a member of the Group or RELX PLC;

Employees’ Share Scheme has the meaning given by section 1166 of the Companies Act 2006;

Financial Year means an accounting reference period as determined in accordance with section 391 of the Companies Act 2006;

Group means the Company and every company which is under the Control of the Company and member of the Group will be construed accordingly;

 

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Market Value means the middle-market quotation for a Share (as derived from the Daily Official List of the London Stock Exchange in the case of an ordinary share in the capital of RELX PLC priced in Pounds Sterling or from the equivalent such records of Amsterdam Euronext in the case of an ordinary share in the capital of RELX PLC priced in Euros or of the New York Stock Exchange in the case of an American Depositary Share representing an ordinary share in the capital of RELX PLC) immediately preceding the Date of Grant or, if the Committee so determines, the average of the middle-market quotations for a Share (as derived from the Daily Official List of the London Stock Exchange in the case of an ordinary share in the capital of RELX PLC priced in Pounds Sterling or from the equivalent such records of Amsterdam Euronext in the case of an ordinary share in the capital of RELX PLC priced in Euros or of the New York Stock Exchange in the case of an American Depositary Share representing an ordinary share in the capital of RELX PLC) for the three Dealing Days ending on the Dealing Day immediately preceding the Date of Grant;

Normal Vesting Date means the date, following the end of the Performance Period, on which the Committee determines the extent to which the Performance Condition has been satisfied or such later date as the Committee may at any time determine, or, if there are Dealing Restrictions in place on that date, such later date when all Dealing Restrictions have been lifted;

Participant means any person who has been granted an Award which has not lapsed in accordance with the provisions of these Rules and includes, where the context permits, the legal personal representatives of a deceased Participant;

Performance Condition means the condition or conditions determined by the Committee in accordance with Rule 5, measured after the end of the Performance Period or such other period as may be permitted under the Rules, which must be satisfied in order for an Award to Vest;

Performance Period means the period after which the Performance Condition is measured which will be, unless the Committee determines otherwise at the Date of Grant or as otherwise provided in the Rules, the period of three consecutive Financial Years of the Company starting with the Financial Year in which the Date of Grant falls;

Performance Share Option means, unless Schedule 3 applies, a right in the form of an option granted under Rule 4 to acquire Shares without payment (other than under Rule 18.15) or for a nil or nominal exercise price;

Performance Share Award means, unless Schedule 3 applies, a right granted under Rule 4 to receive Shares without payment (other than under Rule 18.15);

Plan means this RELX Group plc Long-Term Incentive Plan 2013 as amended from time to time;

Pro-rated Number means such whole number of Shares (rounded down, as necessary) as is determined by multiplying the number of Shares comprised in an Award by A/B where (i) for the purposes of Rule 8 (Cessation of Employment), A is the number of complete months from the start of the Financial Year in which the Award was granted to the Termination Date, but not exceeding the number of complete months in the Performance Period and B is the number of complete months in the Performance Period and (ii) for the purposes of Rule 10 (Change of

 

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Control of RELX PLC), A is the number of complete months from the start of the Financial Year in which the Award was granted to the relevant event, but not exceeding the number of complete months in the Performance Period and B is the number of complete months in the Performance Period. For the purposes of this definition, the Performance Period will be the period determined by the Committee at the Date of Grant;

Remuneration Policy means the RELX directors’ remuneration policy approved, from time to time, by Shareholders, in accordance with the Companies Act 2006 and the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410), as amended;

Rules means these Plan rules and any reference to a Rule will be construed accordingly;

Share means an ordinary share in the capital of RELX PLC or shares representing those shares following any Capital Reorganisation of RELX PLC and includes an American Depositary Share representing a Share and Shareholder will be construed accordingly;

Termination Date means the date on which a Participant ceases to be an Employee;

US Participant means a Participant who is subject to United States taxation under United States law including by reason of being a United States national, or resident in the United States for United States tax purposes;

Vesting means the Participant becoming absolutely entitled to receive the Shares comprised in his Performance Share Award or to exercise his Performance Share Option in each case in accordance with these Rules and Vest and Vested will be construed accordingly.

1.2     Where the context permits the singular will include the plural and vice versa and the masculine will include the feminine. Headings will be ignored in construing the Plan.

1.3     Any references to a statutory provision will include that provision as it may from time to time be amended, modified or re-enacted.

 

2.

ELIGIBILITY

2.1     No person will be entitled as of right to participate in the Plan. The Committee may select any Employee to participate in the Plan, except any Employee who is under notice of termination of employment at the Date of Grant, unless the Committee determines otherwise.

 

3.

INDIVIDUAL LIMIT

3.1     The Committee may not grant an Award to an Employee if the Market Value of the Shares under that Award when aggregated with the Market Value of Shares under any other Award granted to that Employee under the Plan in the same Financial Year exceeds:

 

(a)

in the case of an Employee who is the Chief Executive Officer of the Company:

 

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  (i)

where the Date of Grant is on or before 18 April 2017 or where the Date of Grant falls in 2017 and such Employee was granted an Award on or before 18 April 2017, 250% of his basic salary from the Group as at the Date of Grant; and

 

  (ii)

in all other cases, the individual grant limit for the Chief Executive Officer of the Company as stipulated by the Remuneration Policy; and

 

(b)

in the case of any other Employee:

 

  (i)

where the Date of Grant is on or before 18 April 2017 or where the Date of Grant falls in 2017 and such Employee was granted an Award on or before 18 April 2017, 200% of his basic salary from the Group as at the Date of Grant; and

 

  (ii)

in all other cases, the individual grant limit for Executive Directors of the Company other than the Chief Executive Officer of the Company as stipulated by the Remuneration Policy.

3.2     For the avoidance of doubt, for the purposes of Rule 3.1, Market Value is to be determined as at the Date of Grant of the relevant Awards.

 

4.

GRANT OF AWARDS

4.1     Subject to any Dealing Restrictions, the Committee may, during any period specified in Rule 4.3 below, grant Awards to any Employees selected by the Committee. The Committee will determine whether an Award will be granted as a Performance Share Award or a Performance Share Option or both.

4.2     Awards will be granted by deed. Each Participant will receive information (electronically or in hard copy) following the Date of Grant summarising the main terms of the Award. This summary may include the following information:

 

(a)

whether the Award is a Performance Share Award or a Performance Share Option or both;

 

(b)

the number and type of Shares subject to the Award;

 

(c)

details of the Performance Condition applicable to the Award;

 

(d)

the Performance Period;

 

(e)

the terms of any other conditions imposed pursuant to Rule 5;

 

(f)

whether or not the Award carries a right to Dividend Equivalents;

 

(g)

the exercise period or periods applicable to a Performance Share Option;

 

(h)

which (if any) Schedules to the Plan will apply to the Award;

 

(i)

any other information as the Committee may determine.

 

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4.3     Awards may only be granted within the period of 42 days commencing on any of the following:

 

(a)

the Adoption Date;

 

(b)

the release of RELX PLC’s interim (half-yearly) and/or final results in any year;

 

(c)

the release by RELX PLC of any trading update or (if applicable to RELX PLC at the time) its quarterly results for any year;

 

(d)

the day on which the Committee resolves that circumstances exist which justify the grant of Awards outside the periods referred to in (a) to (c) above; or

 

(e)

the day following the lifting of any Dealing Restrictions which prevented the grant of the Award during the periods referred to in (a) to (d) above.

4.4     The Committee may, at any time between the Date of Grant and the Vesting Date, determine that an Award granted as a Performance Share Award should instead be treated as if it had been granted as a Performance Share Option and vice versa. The Committee will arrange for a Participant to be notified as soon as reasonably practicable of any determination pursuant to this Rule 4.4 and to receive revised information on the terms of his Award in accordance with Rule 4.2. Any Award subject to a determination pursuant to this Rule 4.4 will not be treated as a grant of a new Award for the purposes of these Rules so that the Date of Grant, number of Shares under the Award, Performance Period, Performance Condition and Vesting Date will be unaffected.

4.5     A Participant may surrender his Award in whole or in part within the period of 30 days following the Date of Grant; and, if so surrendered, the Award (or part of the Award, as applicable) shall be deemed for all purposes not to have been granted.

 

5.

PERFORMANCE AND OTHER CONDITIONS

5.1     Awards will be granted subject to a Performance Condition which, unless otherwise permitted in the Rules, must be satisfied before the Vesting of Awards. Awards granted in 2013 under the Plan will be subject to the Performance Condition as set out in the Appendix. Awards granted in 2014 or subsequent years will be subject to a Performance Condition determined by the Committee at the relevant Date of Grant.

5.2     The Committee may make the grant or Vesting of Awards subject to any other conditions it determines appropriate including, but not limited to, requiring a Participant to agree to comply with certain post-employment restrictive covenants, to meet shareholding requirements or to agree to post-Vesting or post-exercise sale restrictions.

5.3     The Committee may make such adjustments to the Performance Condition applicable to outstanding Awards as it considers appropriate to take account of any factors which are relevant in the opinion of the Committee and in particular if there is an event which causes it to consider that the Performance Condition, or any part of it, is no longer a fair measure of performance. The amended Performance Condition will not be materially less or more challenging than the one originally set.

5.4     In determining the level of Vesting of an Award under the Plan, the Committee will take into account the overall business performance of RELX PLC and

 

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the Group over the Performance Period and any other factors that it considers appropriate and may modify the Vesting level if it considers that such a modification would result in a fairer outcome. In exercising any such discretion, the Committee will have due regard to the value created for Shareholders and the underlying business performance.

5.5     Without prejudice to Rule 5.3 and Rule 5.4, there will be no retesting of any Performance Condition.

 

6.

NORMAL VESTING OF AWARDS

6.1     Except as otherwise permitted in the Rules, the number of Shares, if any, which Vest under an Award will be determined by the Committee by reference to the extent to which (i) the Performance Condition has been satisfied and (ii) any other conditions to which the Award is subject have been satisfied or waived in accordance with these Rules.

6.2     Except as otherwise provided in these Rules, Awards will Vest, in accordance with Rule 6.1, on the Normal Vesting Date and any part of an Award which does not Vest will immediately lapse.

6.3     Where an Award takes the form of a Performance Share Award, any Vested Shares will be issued or transferred to the Participant as soon as reasonably practicable after the Normal Vesting Date, subject to any Dealing Restrictions.

6.4     Where an Award takes the form of a Performance Share Option, subject to any Dealing Restrictions, a Participant may exercise his Performance Share Option in whole or in part by giving notice in the manner prescribed by the Company following the Normal Vesting Date. The Participant will specify in the notice of exercise the number of Shares in respect of which the Performance Share Option is being exercised and will provide any required documentation and payment of any exercise price (or appropriate undertaking to pay any exercise price) in respect of the Shares over which the Performance Share Option is being exercised. A notice of exercise will take effect on the date it is validly received by the Company or, if there are any Dealing Restrictions in place on that date, such later date when all Dealing Restrictions have lifted. Subject to any Dealing Restrictions, Vested Shares will be issued or transferred to the Participant as soon as reasonably practicable following the date the notice of exercise takes effect.

 

7.

ENTITLEMENT TO DIVIDEND EQUIVALENTS

7.1     If an Award has been granted on the basis that it carries Dividend Equivalents, the Participant will, subject to Rule 7.3, be entitled to a cash payment equal in value to the ordinary dividends (excluding any associated tax credit) which would have been paid on the Vested Shares during the period commencing at the start of the Performance Period and ending on the earlier of (i) the end of the Performance Period and (ii) the Vesting of the Award.

7.2     The cash payment to which the Participant becomes entitled under Rule 7.1:

 

(a)

will be calculated (in such manner as the Committee sees fit) by reference to the currency of payment of the underlying dividend (and paid in such currency as the Committee sees fit);

 

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(b)

will be calculated without any entitlement to interest (or other type of investment return) in the period between the dividend payment date and Vesting;

 

(c)

will be paid (subject to such deductions as are required by law) within one month of Vesting; and

 

(d)

will be calculated by reference to ordinary dividends and without regard to special dividends or distributions or dividends-in-specie.

7.3     Instead of making a cash payment, the Committee may in its discretion satisfy any entitlement to Dividend Equivalents arising in accordance with Rule 7.1 by issuing or transferring Shares with an equivalent value as determined at the time of Vesting.

7.4     For the avoidance of doubt, any payment referred to in this Rule 7 does not represent an entitlement to actual dividends on the underlying Shares, by reason of the Participant not being the beneficial owner of the Shares at that time.

 

8.

CESSATION OF EMPLOYMENT

Participant gives or receives notice

8.1     Except as otherwise provided in these Rules, in the event that a Participant gives or receives notice of termination of employment for any reason other than those set out in Rule 8.2 (Approved Leaver), an Award (whether Vested or not) will automatically lapse on the date on which notice is given or received.

Approved Leaver

8.2     Except as otherwise provided in these Rules, if a Participant ceases to be an Employee before the Normal Vesting Date by reason of:

 

(a)

injury, disability or ill-health;

 

(b)

redundancy (as defined in section 139 of the Employment Rights Act 1996);

 

(c)

retirement with the consent of the Company;

 

(d)

death;

 

(e)

the sale of the company or business in which the Participant is employed out of the Group; or

 

(f)

any other reason the Committee (acting fairly and reasonably), in its absolute discretion, determines:

the Award will continue in force over a Pro-rated Number of Shares until the end of the Performance Period and will lapse as to the balance on the Termination Date. The Award will Vest, if at all, on the Normal Vesting Date in accordance with Rule 6.

8.3     The Committee has discretion to vary the application of Rule 8.2 and determine that an Award will instead Vest as at the Termination Date over a Pro-rated Number of Shares to the extent the Performance Condition is satisfied. The

 

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Performance Condition will be assessed based on progress made against targets at the Termination Date as determined by the Committee in its absolute discretion. Such determination will take place as soon as reasonably practicable after the Termination Date and to the extent that an Award does not Vest as at the Termination Date, it will immediately lapse. Any Vested Shares will be issued or transferred to the Participant as soon as reasonably practicable after the date of determination, subject to any Dealing Restrictions.

8.4     The Committee also has discretion, if it considers it appropriate in the particular circumstances, to determine that an Award will Vest on some other basis.

Exercise Period – Approved Leaver

8.5     Where an Award takes the form of a Performance Share Option and Vests pursuant to this Rule 8, the Committee will determine the period during which the Participant (or the personal representatives of a deceased Participant) may exercise that Performance Share Option (and any other Vested Performance Share Options held by him at the Termination Date to the extent not previously exercised) at the end of which period it will immediately lapse to the extent it has not been exercised.

Intra-Group Transfer of Employment

8.6     For the avoidance of doubt, a Participant will not cease to be an Employee for the purposes of this Rule 8 if he ceases to be employed by a member of the Group or RELX PLC but continues to be or is immediately afterwards employed by another member of the Group or RELX PLC.

 

9.

CLAW-BACK ARRANGEMENTS

Breach of Restrictive Covenants

9.1     If a Participant breaches any term of his post-termination restrictive covenants (such breach to be determined by the Committee acting fairly and reasonably), any Awards (whether Vested or unvested) held by him will lapse on the date of the Committee’s determination as to the breach and the Committee may require him to pay to the Company or any other member of the Group, within seven days after a written demand from the Company, the Relevant Amount (as defined in Rule 9.2 below).

9.2     The Relevant Amount is an amount equal to A minus both B and C where:

A is an amount equal to the pre-tax gain realised by the Participant in respect of any Awards and Dividend Equivalents in the period beginning six months before the Termination Date and ending on such date as the Participant’s post-termination restrictive covenants are stated to expire. For these purposes, the gain will be the sum of the market value of the Vested Shares when received or acquired by the Participant and the related Dividend Equivalents (as determined by the Committee), and such gain will be determined irrespective of whether the Participant has sold or retained the Shares so received or acquired;

B is an amount equal to the tax and social security charges and liabilities incurred by the Participant in respect of A which the Participant is unable to recover or for which he is otherwise unable to claim relief from the applicable tax authority notwithstanding his obligation to make a payment pursuant to Rule 9.1; and

 

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C is the total aggregate amount of any Claw-back Amount (as defined in Rule 9.4) and any Specified Amount (as defined in Rule 9.8) paid by the Participant that the Committee determines (acting fairly and reasonably) should be deducted from the Relevant Amount.

Vesting Determined on the Basis of Materially Mis-stated Data

9.3     If the Committee, at any time up to two years after the Vesting of an Award, considers in good faith that the Vesting of the relevant Award and/or the payment of Dividend Equivalents was determined on the basis of materially mis-stated financial or other data (the Incorrect Award), it will, unless determined otherwise at the sole discretion of the Committee, recover the Claw-back Amount (as defined in Rule 9.4 below) by taking one or more of the following actions:

 

(a)

take the Claw-back Amount (or the balance thereof) into account when determining the quantum of any future Awards; and/or

 

(b)

scale back any outstanding unvested Awards to take account of the Claw-back Amount (or the balance thereof); and/or

 

(c)

require the Participant to pay to the Company (or any member of the Group), within thirty days of a written demand from the Company, the Claw-back Amount (or the balance thereof).

9.4     The Claw-back Amount is the difference in value between (i) the Incorrect Award and (ii) the Award and Dividend Equivalents (as the case may be) which could or would have Vested or been payable had the correct data been used, as determined by the Committee acting fairly and reasonably. This may be expressed as a number of Shares or a monetary amount or a combination thereof as the Committee considers appropriate. In determining the Claw-back Amount, the Committee may take into account such matters as it sees fit including, but not limited to:

 

(a)

the difference between the number of Shares that actually Vested under the Incorrect Award and the number of Shares over which the Committee considers the Award should have Vested had the correct data been used;

 

(b)

any gain made by the Participant on the sale of Shares received from the Incorrect Award;

 

(c)

any tax and/or dealing costs incurred by the Participant in connection with the Incorrect Award which the Participant is unable to recover or for which he is otherwise unable to claim relief from the applicable tax authority notwithstanding his obligation to make a payment pursuant to Rule 9.3, and

 

(d)

the extent and timing of any payment made by the Participant pursuant to Rule 9.1 and/or Rule 9.6.

9.5     By accepting an Award, a Participant will be bound by this Rule 9 notwithstanding (i) that it may only be applicable after the transfer of Shares under these Rules and (ii) whether or not all or any of the terms of this Rule 9 have been separately notified to each Participant.

 

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Serious Misconduct1

9.6     In the event of Serious Misconduct by a Participant, any Awards (whether Vested or unvested) held by the Participant will lapse on the date of the Committee’s determination that Serious Misconduct has occurred and the Committee may require the Participant to pay to the Company or any other member of the Group, within seven days after a written demand from the Company, the Specified Amount (as defined in Rule 9.8 below).

9.7     Serious Misconduct is an act or omission by a Participant that the Committee will, acting fairly and reasonably, consider to be serious misconduct, which may include but not be limited to the following:

 

(a)

a material breach by a Participant of any of his employment terms with any member of the Group;

 

(b)

a breach by a Participant of any contractual post-termination obligation that is not covered by Rules 9.1 and 9.2;

 

(c)

a serious violation of law by a Participant;

 

(d)

a serious breach of Group policy (such as the Code of Ethics and Business Conduct) by a Participant or behaviour by a Participant which fails to reflect the Company’s governance and business values or has a detrimental impact on the reputation of any member of the Group;

 

(e)

gross misconduct by a Participant; and/or

 

(f)

fraud effected by or with the knowledge of a Participant.

9.8     The Specified Amount is an amount equal to A minus both B and C where:

A is an amount equal to the pre-tax gain realised by the Participant in respect of any Awards and Dividend Equivalents in the period beginning on the date on which such Serious Misconduct is determined by the Committee (acting fairly and reasonably) to have first occurred and ending on the date on which the Committee makes its determination in accordance with Rule 9.6. For these purposes, the gain will be the sum of the market value of the Vested Shares when received or acquired by the Participant and the related Dividend Equivalents (as determined by the Committee), and such gain will be determined irrespective of whether the Participant has sold or retained the Shares so received or acquired;

B is an amount equal to the tax and social security charges and liabilities incurred by the Participant in respect of A which the Participant is unable to recover or for which he is otherwise unable to claim relief from the applicable tax authority notwithstanding his obligation to make a payment pursuant to Rule 9.6; and

C is the total aggregate amount of any Relevant Amount (as defined in Rule 9.2) and any Claw-back Amount (as defined in Rule 9.4) paid by the Participant that the Committee determines (acting fairly and reasonably) should be deducted from the Specified Amount.

 

 

1 

The provisions of Rules 9.6 to 9.8 inclusive (and any consequential changes to other provisions) only apply to Awards granted on or after 14 February 2017.

 

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10.

CHANGE OF CONTROL OF RELX PLC

10.1   Except as otherwise provided in these Rules, if any person:

 

(a)

obtains Control of RELX PLC as a result of making an offer to acquire Shares which is either unconditional or is made on a condition such that if it is satisfied the person making the offer will have Control of RELX PLC;

 

(b)

becomes bound or entitled to acquire Shares under sections 979 and 983 of the Companies Act 2006; or

 

(c)

obtains Control of RELX PLC in pursuance of a compromise or arrangement sanctioned by the Court under section 899 of the Companies Act 2006,

then any unvested Awards over Shares in RELX PLC will subject to satisfaction of the Performance Condition Vest in respect of the Pro-rated Number of Shares on a date within 30 days of the relevant event determined by the Committee. The Performance Condition will be assessed based on progress made against targets as at the date of the relevant event as determined by the Committee in its absolute discretion. Any Vested Shares will be issued or transferred to the Participant as soon as reasonably practicable after the date they Vest.

10.2   Any Award over Shares in RELX PLC to which Rule 10.1 applies which does not Vest as a result of the relevant event will lapse on the relevant event. Where a Vested Award takes the form of a Performance Share Option, the Committee will determine the period during which it may be exercised, at the end of which period it will immediately lapse.

 

11.

INTERNAL REORGANISATION

11.1   Rule 10 will not apply if the purpose and effect of the change of Control or scheme of arrangement is to create a new holding company for RELX PLC, such company having substantially the same Shareholders and proportionate shareholdings as those of RELX PLC immediately before the scheme of arrangement.

11.2   If Rule 11.1 applies:

 

(a)

Awards will not Vest as a result of the relevant event;

 

(b)

an Award will instead be exchanged for an equivalent award over such shares as the Committee determines appropriate; and

 

(c)

the Committee may make any modifications to the Performance Condition as it determines appropriate.

11.3   Where this Rule 11 applies, a Participant will not be treated as ceasing to be an Employee until he ceases to be employed by a company which is either the relevant holding company or a subsidiary of the holding company (within the meaning of section 1159 of the Companies Act 2006).

 

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12.

ROLLOVER ON A CHANGE OF CONTROL

12.1   The Committee may determine that Rule 10 will not apply on a change of Control of RELX PLC and may, with the consent of the person obtaining Control, (i) determine that the Awards will be rolled over in accordance with either the provisions of Rule 11.2 or Rule 12.2 or (ii) allow the Participants to choose between the Vesting of Awards (if at all) under Rule 10 and rollover in accordance with, as determined by the Committee, Rule 11.2 or Rule 12.2.

12.2   The Committee can determine that Awards are rolled over in accordance with the following terms:

 

(a)

the Performance Condition will be assessed based on progress made against targets as at the date of the relevant event as determined by the Committee in its absolute discretion;

 

(b)

to the extent that the Performance Condition has been met, the Award will be exchanged for an equivalent award over such shares as agreed between the Committee and the person obtaining Control, and will Vest on the Normal Vesting Date subject only to the Participant remaining in employment within the acquirer group of companies (unless Rule 8.2 applies) and will be subject to the Rules as they last had effect in relation to the Award that was rolled-over; and

 

(c)

to the extent that the Performance Condition has not been met, the Award will immediately lapse.

12.3   For the avoidance of doubt, in Rule 10, Rule 11 and Rule 12, “Committee” means the Committee as constituted immediately before the event by virtue of which the applicable Rule applies.

 

13.

VOLUNTARY WINDING UP

13.1   The provisions of Rule 10 will apply with such changes as may be necessary in the event that notice is duly given of a resolution for a voluntary winding up of RELX PLC PROVIDED THAT, all references in that Rule to the date of the relevant event will be treated as references to the date on which notice is given for the voluntary winding-up of RELX PLC.

 

14.

ADJUSTMENT OF AWARDS

14.1   In the event of:

 

(a)

any Capital Reorganisation; or

 

(b)

the implementation by RELX PLC of a demerger or the payment by RELX PLC of a super-dividend which would otherwise materially affect the value of an Award,

the number of Shares comprised in an Award may be adjusted in such manner as the Committee may determine.

 

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15.

SOURCE OF SHARES

15.1   An Award may be satisfied by the issue or transfer of Shares.

15.2   No Award will be granted under the Plan to the extent that the result of that grant would be that the aggregate number of Shares that could be issued on the exercise or vesting of that Award and any other Award granted at the same time, when added to the number of Shares that:

 

(a)

could be issued on the exercise or vesting of any subsisting Awards or exercise or vesting of any subsisting awards granted during the preceding ten years under the Plan or any other Employees’ Share Scheme established by RELX PLC or the Company; and

 

(b)

have been issued on the exercise or vesting of any Awards or exercise or vesting of any subsisting awards granted during the preceding ten years under the Plan or any other Employees’ Share Scheme established by RELX PLC or the Company,

would exceed 10 per cent. of the ordinary share capital of RELX PLC for the time being in issue.

15.3   No Award may be granted under the Plan to the extent that the result of that grant would be that the aggregate number of Shares that could be issued on the exercise or vesting of that Award and any other Award granted at the same time, when added to the number of Shares that:

 

(a)

could be issued on the exercise or vesting of any subsisting Awards or exercise or vesting of any subsisting awards granted during the preceding ten years under the Plan, or any other discretionary share scheme established by RELX PLC or the Company; and

 

(b)

have been issued on the exercise or vesting of any Awards or exercise or vesting of any subsisting awards granted during the preceding ten years under the Plan or any other discretionary share scheme established by RELX PLC or the Company,

would exceed 5 per cent. of the ordinary share capital of RELX PLC for the time being in issue.

15.4   Reference in this Rule 15 to the issue of Shares means, for the avoidance of doubt, the issue and allotment (but not transfer) of Shares. The delivery of Shares from treasury also counts towards the percentage limits set out in Rule 15.2 and Rule 15.3 above for so long as institutional shareholder guidelines recommend this.

15.5   In determining the above limits no account will be taken of any Shares attributable to an Award which was released, lapsed or otherwise became incapable of exercise or vesting, but, for the avoidance of doubt, account will be taken of any shares in RELX NV issued pursuant to an Employees’ Share Scheme or discretionary share scheme prior to 8 September 2018 in the relevant five or ten year period.

 

Page 13

16.

RIGHTS ATTACHING TO SHARES

16.1   All Shares issued or transferred on the Vesting of a Performance Share Award will rank pari passu in all respects with the Shares in issue at the date of Vesting except in respect of any rights attaching to such Shares by reference to a record date prior to the date of Vesting and all Shares issued or transferred on the exercise of a Performance Share Option will rank pari passu in all respects with the Shares in issue at the date of exercise except in respect of any rights attaching to such Shares by reference to a record date before the date of exercise.

16.2   Any Shares acquired by a Participant under this Plan will be subject to the articles of association of RELX PLC from time to time.

 

17.

ADMINISTRATION AND AMENDMENT

17.1   The decision of the Committee will be final and binding in all matters relating to the Plan including the exercise of any discretion under these Rules, the interpretation of the Rules and any dispute relating to any matter in connection with the Rules.

17.2   The Committee may at any time discontinue the grant of further Awards or amend any of the provisions of the Plan in any way it thinks fit provided that:

 

(a)

the Committee will not make any amendment that would materially prejudice the interests of existing Participants except with the prior consent of the Participants;

 

(b)

no amendment which in the reasonable opinion of the Committee is to the advantage of Employees or Participants may be made to:

 

  (i)

the definition of Employee;

 

  (ii)

the maximum entitlement of an Employee under the Plan;

 

  (iii)

the maximum limit on the number of Shares which can be awarded under the Plan;

 

  (iv)

the basis for determining an Employee’s entitlement to Shares under the Plan and the terms on which Shares can be acquired;

 

  (v)

the adjustment provisions of Rule 14;

 

  (vi)

the amendment provisions of this Rule 17;

without the prior approval of RELX PLC in general meeting except (a) in the case of minor amendments to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Employees and/or Participants or RELX PLC or any member of the Group or (b) as otherwise permitted under these Rules; and

 

(c)

without prejudice to any provision of the Plan which provides for the lapse of an Award, the Committee may not cancel an Award unless the Participant agrees to such cancellation.

 

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17.3   Notwithstanding any other provision of the Plan, the Committee may make appropriate amendments to the Plan and/or establish schedules to the Plan for the purpose of granting Awards to Employees, based on the Plan but modified to take account of such factors as the Committee determines appropriate including, but not limited to, local tax, exchange control or securities laws in any territory.

 

18.

GENERAL

Trustee Funding

18.1   Any member of the Group may provide money to the trustee or trustees of any trust or any other person or persons to enable any such person or persons to acquire or subscribe for Shares to be held for the purposes of satisfying Awards, or enter into any guarantee or indemnity for those purposes, to the extent permitted by the Companies Act 2006.

Discretionary Nature of the Plan

18.2   Subject to Rule 18.5, the rights and obligations of a Participant under the terms and conditions of his office or employment will not be affected by his participation in the Plan or any right he may have to participate in the Plan.

18.3   Participation in the Plan does not imply any right to receive Awards on the same or any other basis in any other year.

18.4   The terms of the Plan do not entitle the Participant to the exercise of any discretion in his favour.

18.5   Each Participant waives all and any rights to compensation or damages in consequence of the termination of his office or employment with any member of the Group or RELX PLC for any reason whatsoever (whether such cessation is lawful or unlawful) insofar as those rights arise, or may arise, from his ceasing to have rights or be entitled to Shares under the Plan as a result of such termination or from the loss or diminution in value of such rights or entitlements. If necessary, the Participant’s terms of employment will be varied accordingly.

Changes to RELX PLC’s capital structure

18.6   The existence of any Award will not affect in any way the right or power of the Company, RELX PLC or its Shareholders to make or authorise any or all adjustments, recapitalisations, reorganisations or other changes in the Company’s or RELX PLC’s capital structure, or any merger or consolidation of the Company or RELX PLC, or any issue of shares, bonds, debentures, preferred or prior preference stocks ahead of or convertible into, or otherwise affecting the Shares or the rights thereof, or the dissolution or liquidation of the Company or RELX PLC or any sale or transfer of all or any part of their assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

Notices

18.7   Any notice or other document which has to be given to a Participant under or in connection with the Plan may be (i) delivered or sent by post to him at his home address according to the records of his employing company, (ii) sent by email or fax to any email address or fax number according to the records of his employing

 

Page 15

company or, in either case, such other address as may appear to the Company to be appropriate, or (iii) provided electronically through a website hosted by the Company or an agent of the Company, provided that the Participant is notified by email, fax or post that such notice or document has been or will be provided in this manner.

18.8    Notices sent by post to a Participant in the UK or US will be deemed to have been given two days after the date of posting. However, notices sent to a Participant in other countries will be deemed to have been given on the seventh day after the date of posting.

18.9    Notices sent by email or fax, in the absence of evidence to the contrary, will be deemed to have been received on the day after sending.

18.10  Notices provided through a website will be deemed to have been received on the day they are posted on the website or, if later, the day the Participant is deemed in accordance with Rule 18.8 or Rule 18.9 to have received the notification that it has been provided there.

18.11  Any notice or other document required to be given to the Company under or in connection with the Plan may be delivered or sent by post to it at its registered office (or such other place or places as the Committee may from time to time determine and notify to Participants) or sent by email or fax to any email address or fax number notified to the sender.

18.12  All Share certificates, Award certificates and other communications relating to the Plan will be sent at the Participant’s risk.

No transfer of Awards

18.13  A Participant may not transfer, assign, charge or otherwise dispose of Awards, or any rights in respect of them, except (i) on the transmission of Awards on the death of a Participant to his personal representatives or (ii) with the consent of the Committee. Any such attempted non-approved transfer will result in the lapse of the Award.

Awards Non-Pensionable

18.14  Awards and Dividend Equivalents under the Plan are not pensionable.

Taxation

18.15  Any liability of a Participant to taxation in respect of an Award will be for the account of the relevant Participant. By accepting an Award, a Participant agrees to comply with any arrangements specified by the Company for the reporting and payment of tax, duty and social security contributions in any jurisdiction in respect of any Award and any Shares to which he is or may become entitled under the Plan including, without limitation, (i) arranging the sale of sufficient Shares on the Participant’s behalf to enable the Company or any member of the Group to satisfy its obligations in respect of deduction or withholding of tax, duty or social security contributions at source and (ii) entering into any election specified by the Company under Chapter 2 of Part 7 of the Income Tax (Employment & Pensions) Act 2003.

 

Page 16

Stamp Duty

18.16  The Company or, where the Committee so directs, any member of the Group, will pay the appropriate stamp duty on behalf of Participants in respect of any transfer or issue of Shares on the Vesting of a Performance Share Award or exercise of a Performance Share Option under the Plan.

Expiry of Plan

18.17  No Awards will be granted under the Plan after the tenth anniversary of the Adoption Date.

Data Protection

18.18  By accepting the grant of an Award, a Participant acknowledges that the Company or any member of the Group may hold, process and transfer personal data relating to them to other members of the Group or to any third parties engaged by them for any and all purposes related to the operation and administration of the Plan in accordance with Company privacy and data protection policies and notices and where the processing is necessary for:

 

(a)

 the operation of the Plan;

 

(b)

 the Company or any member of the Group to comply with its legal obligations; or

 

(c)

 the purposes of the legitimate interests pursued by the Company or any member of the Group.

18.19  A Participant also acknowledges that the Company or any member of the Group may, in accordance with Company privacy and data protection policies and notices and applicable law, transfer or store personal information outside the European Economic Area (EEA), and that personal data may also be processed outside the EEA by the Company or any member of the Group or for one or more of its or their service providers.

Governing Law

18.20  This Plan will be governed by, and construed in accordance with, the laws of England and Wales and the courts of England and Wales will have exclusive jurisdiction in relation to any dispute arising in connection with the Plan.

 

Page 17

APPENDIX

Performance Condition2

General

 

1.

The following provisions apply to Awards granted under the Plan in 2013.

2.       Except as otherwise provided for in the Rules, the Performance Condition applicable to Awards will be measured after the end of the Performance Period for such Award.

3.       There are three separate measures of equal weighting: a Relative Total Shareholder Return measure (TSR Measure), a Return on Invested Capital measure (ROIC Measure) and an Adjusted Earnings per Share measure (EPS Measure).

4.       The Performance Period is the period of three consecutive Financial Years of the Company starting with the Financial Year in which the Date of Grant falls.

5.       Awards will Vest (if at all) over a whole number of Shares (rounded down, as necessary). To the extent that the Performance Condition is not satisfied and, as a result an Award does not Vest, the Award will lapse.

The TSR Measure

6.1     The Vesting of one third of the Award is subject to the TSR ranking of RELX Group measured over the Performance Period. The portion of an Award subject to the TSR Measure is referred to as the “TSR Tranche”.

6.2     Three distinct comparator groups will be used - a Sterling Comparator Group, a Euro Comparator Group and a US Dollar Comparator Group. The TSR

 

 

2 

Following minor amendments to benefit the administration of the Plan approved by a committee of the directors of RELX Group plc on 22 August 2018 to take effect on the effective date of the corporate simplification, which is expected to be 8 September 2018, several definitions used in this Appendix were deleted or modified. Before such deletion or modification, these definitions were as follows:

Capital Reorganisation means any variation in the share capital or reserves of a Qualifying Company (including, without limitation, by way of capitalisation, rights issue, consolidation, sub-division or reduction);

Dutch Share means an ordinary share in the capital of RE NV or shares representing those shares following any Capital Reorganisation of RE NV and includes an American Depository Share representing a Dutch Share;

Qualifying Company means each of RE PLC and RE NV;

RE NV means RELX NV;

RE PLC means RELX PLC;

Share means a UK Share and/or a Dutch Share as the context may require and Shareholder will be construed accordingly; and

UK Share means an ordinary share in the capital of RE PLC or shares representing those shares following any Capital Reorganisation of RE PLC and includes an American Depository Share representing a UK Share.

 

Page 18

performance of RE PLC ordinary shares (based on RE PLC’s London listing) will be measured against the Sterling Comparator Group, the TSR performance of RE NV ordinary shares (based on RE NV’s Amsterdam listing) will be measured against the Euro Comparator Group; and the TSR performance of RE PLC ADRs and RE NV ADRs (based on the New York listing) will be measured against the US Dollar Comparator Group. The TSR performance will be measured separately against each comparator group and each ranking achieved will produce a payout, if any, in respect of one third of the TSR Tranche. The proportion of the TSR Tranche which Vests will be the sum of the payouts achieved against the three comparator groups.

6.3     TSR will be measured in local currency.

6.4     TSR for any company will be the percentage increase or decrease in the market value of a share over the relevant Performance Period and shall take account of dividends and other distributions paid in the course of that period (each such dividend being deemed to be reinvested in the shares of each relevant company from the date of payment of the dividend to the last day of the Performance Period).

6.5     Each comparator group comprises companies which were selected on the following basis:

 

•  

They are included in a relevant market index or are the largest companies listed on relevant exchanges as at 31 December 2012: FTSE100 for the Sterling Comparator Group; AEX, NYSE Euronext and Frankfurt Stock Exchange for the Euro Comparator Group; and the S&P500 for the US Dollar Comparator Group;

excluding:

 

  •  

companies with mainly domestic revenues (as they do not reflect the global nature of the Qualifying Companies’ customer base);

 

  •  

those engaged in extractive industries (as they are exposed to commodity cycles); and

 

  •  

financial services companies (as they have a different risk/reward profile).

 

•  

The remaining companies are ranked by market capitalisation and for each comparator group the 20 companies above and below RELX Group are taken; and

 

•  

Relevant listed global peers operating in businesses similar to those of RELX Group not otherwise included are added to the relevant comparator group.

Set out below are the comparators included in each comparator group:

 

STERLING COMPARATOR GROUP

   

EURO COMPARATOR GROUP

   

US DOLLAR COMPARATOR GROUP

VODAFONE GROUP

   

LVMH

   

EBAY

GLAXOSMITHKLINE

   

BASF

   

3M

BRITISH AMERICAN TOBACCO

   

L’OREAL

   

CATERPILLAR

SABMILLER

   

BAYER

   

COLGATE-PALM.

DIAGEO

   

UNILEVERCERTS.

   

ACCENTURE

 

Page 19

STERLING COMPARATOR GROUP

   

EURO COMPARATOR GROUP

   

US DOLLAR COMPARATOR GROUP

ASTRAZENECA

   

DAIMLER

   

MONDELEZ INTERNATIONAL CL.A

UNILEVER (UK)

   

BMW

   

EI DU PONT DE NEMOURS

RECKITT BENCKISER GROUP

   

GDF SUEZ

   

DOW CHEMICAL

NATIONAL GRID

   

DEUTSCHE TELEKOM

   

DANAHER

IMPERIAL TOBACCO GP.

   

SCHNEIDER ELECTRIC

   

EMERSON ELECTRIC

ROLLS-ROYCE HOLDINGS

   

AIR LIQUIDE

   

NIKE ‘B’

COMPASS GROUP

   

VOLKSWAGEN PREF.

   

BAXTER INTL.

ASSOCIATED BRIT. FOODS

   

HEINEKEN

   

TEXAS INSTS.

WPP

   

LINDE

   

LYONDELLBASELL INDS. CL.A

BAE SYSTEMS

   

EADS

   

PRAXAIR

SHIRE

   

PERNOD-RICARD

   

PRICELINE.COM

EXPERIAN

   

FRANCE TELECOM

   

YUM! BRANDS

PEARSON

   

ASML HOLDING

   

ILLINOIS TOOL WORKS

CRH

   

DEUTSCHE POST

   

HEWLETT-PACKARD

WOLSELEY

   

PHILIPS ELTN. KONINKLIJKE

   

EATON

KINGFISHER

   

CONTINENTAL

   

THOMSON REUTERS (NYS)

SMITH & NEPHEW

   

SAINT GOBAIN

   

CARNIVAL

BURBERRY GROUP

   

ESSILOR INTL.

   

JOHNSON CONTROLS

INTERTEK GROUP

   

ADIDAS

   

PPG INDUSTRIES

JOHNSON MATTHEY

   

LAFARGE

   

CUMMINS

SMITHS GROUP

   

CARREFOUR

   

ADOBE SYSTEMS

AGGREKO

   

SAFRAN

   

CORNING

ICTL. HTLS. GP.

   

MICHELIN

   

HJ HEINZ

CARNIVAL

   

FRESENIUS

   

ALEXION PHARMS.

WEIR GROUP

   

RENAULT

   

SPECTRA ENERGY

REXAM

   

AKZO NOBEL

   

DELL

GKN

   

HENKEL PREF.

   

AIR PRDS. & CHEMS.

G4S

   

AHOLD KON.

   

BROADCOM ‘A’

TATE & LYLE

   

DASSAULT SYSTEMES

   

MOSAIC

IMI

   

SODEXO

   

PACCAR

INTL. CONS. AIR. GP. (CDI)

   

PUBLICIS GROUPE

   

TE CONNECTIVITY

BUNZL

   

BUREAU VERITAS INTL.

   

BECTON DICKINSON

CRODA INTERNATIONAL

   

ALSTOM

   

MCGRAW-HILL

TUI TRAVEL

   

SOLVAY

   

AGILENT TECHS.

MEGGITT

   

WOLTERS KLUWER

   

ESTEE LAUDER COS. ‘A’

INFORMA

   

LAGARDERE GROUP

   

APPLIED MATS.

DAILY MAIL ‘A’

      

TYCO INTERNATIONAL

UBM

      

DUN & BRADSTREET DEL.

     

WILEY JOHN & SONS ‘A’

     

FAIR ISAAC

6.6     Any changes in the comparator groups as a result of mergers, demergers, delistings or other corporate events over the Performance Period will be treated in accordance with the methodology agreed by the Committee at its sole discretion from time to time. In determining the methodology to be applied, the Committee will have due regard to market practice and will apply its agreed methodology in an appropriate manner.

6.7     The TSR ranking against the US Dollar Comparator Group will be calculated by reference to the TSRs of the RE PLC ADRs and the RE NV ADRs over the relevant period of measurement.

 

Page 20

6.8     The number of Shares in each third of the TSR Tranche which Vest will be calculated as follows and will be added together to determine the total number of Shares within the TSR Tranche which are capable of Vesting:

 

Percentile TSR ranking within the
relevant TSR Percentile  comparator group

    Vesting percentage of
each third of the
TSR Tranche		  

Below Median (below 50th percentile)

      0 % 

Median (50th percentile)

      30 % 

60th percentile

      58 % 

Upper quartile (equal to or greater than 75th percentile)

      100 % 

6.9     Vesting is on a straight-line basis for ranking between median and upper quartile.

6.10   The averaging period applied for TSR measurement purposes is the six months before the start of the Performance Period and the last six months of the Performance Period.

The ROIC Measure

7.1     The Vesting of one third of the Award relates to the percentage return on invested capital of the combined businesses of the Qualifying Companies. Vesting relates to the percentage ROIC for the last financial year of the relevant Performance Period. The portion of an Award subject to the ROIC Measure is referred to as the ‘ROIC Tranche’.

7.2     The following definitions are relevant for ROIC:

 

  (i)

Invested capital = arithmetic average of the opening and closing capital employed for the financial year with all cumulative amortisation and impairment charges for acquired intangible assets and goodwill added back and excluding all the gross up to goodwill in respect of deferred tax liabilities established on the acquisition of intangible assets. In addition, any exceptional restructuring and acquisition integration charges (net of tax) are capitalised for these purposes and changes in exchange rates and movements in the net pension deficits are excluded.

 

  (ii)

Return = adjusted operating profit for the combined businesses of the Qualifying Companies before amortisation and impairment of acquired intangible assets and goodwill, exceptional restructuring and acquisition integration charges, after applying the effective rate of tax used for adjusted earnings calculations and using exchange rates to match those used in the calculation of invested capital.

7.3     In order to ensure that the performance score achieved is a fair reflection of underlying business performance, the Committee retains discretion to determine the treatment of major disposals and acquisitions which require board approval. Any significant adjustments made to the final performance score will be disclosed to Shareholders.

 

Page 21

7.4    The number of Shares in the ROIC Tranche which are capable of Vesting will be determined as follows:

 

Percentage ROIC for the last financial
year of the Performance Period

    Vesting percentage of
ROIC Tranche		  

Below 11.2%

      0 % 

11.2%

      33 % 

11.45%

      52.5 % 

11.7%

      65 % 

11.95%

      75 % 

12.2%

      85 % 

12.45%

      92.5 % 

12.7% or above

      100 % 

7.5     Vesting is on a straight-line basis for performance between the stated ROIC percentages.

The EPS Measure

8.1     The Vesting of one third of the Award relates to the average growth in Adjusted Earnings per Share per annum at constant currencies of the Qualifying Companies measured over the Performance Period. The portion of the Award subject to the EPS Measure is referred to as the ‘EPS Tranche’.

8.2     The following definitions apply in respect of Adjusted EPS:

 

  (i)

Adjusted EPS Growth = the arithmetic mean of the growth in Adjusted EPS at constant currencies achieved by the Qualifying Companies over a relevant financial year;

 

  (ii)

Average Adjusted EPS Growth = the average of the annual Adjusted EPS Growth over the relevant period of measurement;

 

  (iii)

Adjusted Earnings = adjusted reported earnings measured at constant currencies. Adjustments include amortisation and impairment of acquired intangible assets and goodwill, exceptional restructuring and acquisition integration charges, gains/losses on business disposals and other non-operating items and tax rate anomalies (principally deferred tax);

 

  (iv)

Adjusted Earnings Per Share = Adjusted Earnings divided by the Number of Shares;

 

  (v)

Number of Shares = weighted average number of shares in issue excluding shares held in treasury or by the RELX Group plc Employee Benefit Trust; and

 

  (vi)

Constant currencies = refers to measurement at constant rates of exchange using the prior full year average and hedge rates.

8.3     The number of Shares in the EPS Tranche which are capable of Vesting will be determined as follows:

 

Page 22

Average Adjusted EPS Growth

    Vesting percentage of
EPS Tranche		  

Below 5%

      0 % 

5%

      33 % 

6%

      52.5 % 

7%

      65 % 

8%

      75 % 

9%

      85 % 

10%

      92.5 % 

11% or above

      100 % 

8.4     Vesting is on a straight-line basis for performance between the stated Average Adjusted EPS Growth percentages.

Determining satisfaction of targets at end of Performance Period

9.1     Following the end of the Performance Period (or as otherwise required under the Rules) the Committee will:

 

(a)

calculate and confirm with the auditors the Average Adjusted EPS Growth and ROIC in respect of the relevant period of measurement; and

 

(b)

arrange for a reputable provider of such information to calculate and report to the Committee on the TSR performance. If at the end of the Performance Period (or at such earlier date as may be required under the Rules), any of the companies in the comparator groups have undergone a change in circumstances (such as delisting, the cessation of trading or merger with another company), the Committee may determine the appropriate treatment for such companies in accordance with its stated methodology for the purpose of determining their TSR and TSR ranking.

Adjustments

10.     The Committee may make such adjustments to the Performance Condition applicable to outstanding Awards as it considers appropriate to take account of any factors which are relevant in the opinion of the Committee and in particular if there is an event which causes it to consider that the Performance Condition, or any part of it, is no longer a fair measure of performance. The amended Performance Condition will not be materially less or more challenging than the one originally set.

11.     The Committee has discretion to adjust the definition or method of calculation of Adjusted EPS and ROIC (or any other applicable term or measure) as set out in this Appendix to take account of any changes in recognised accounting standards or practice, fiscal regime or capital structure, to ensure consistent measurement and accountability.

12.     Without prejudice to the generality of paragraphs 10, 11 and 13, the Committee may, in consultation with the auditors, make the following adjustments in relation to the calculations to be carried out in accordance with this Appendix:

 

(a)

any adjustments it considers appropriate if an event occurs giving rise to an adjustment of Awards under Rule 14 of the Plan;

 

Page 23

(b)

any adjustments it considers appropriate to the calculation of TSR for each of the companies in the comparator group to take account of local market factors; and

 

(c)

any adjustments it considers appropriate if there is any modification in the calculation of TSR or in relation to the relevant international accounting standard used to calculate EPS or ROIC.

Overriding Power

13.     In determining the level of Vesting of an Award under the Plan, the Committee will take into account the overall business performance of the Qualifying Companies and the Group over the relevant performance period and any other factors that it considers appropriate and may modify the Vesting level if it considers that such a modification would result in a fairer outcome. In exercising any such discretion, the Committee will have due regard to the value created for Shareholders and the underlying business performance.

 

Page 24

SCHEDULE 1

Awards to US Participants

This Schedule was adopted by the directors of RELX Group plc on 25 April 2013.

The Rules of the Plan apply to Awards granted to US participants subject to the modifications contained in this Schedule.

 

(A)

In this Schedule, terms shall have the same meaning as in Rule 1 of the Rules unless modified by this Schedule.

 

(B)

Retirement means, for the purposes of the application of Rule 8.2(c) of the Plan in relation to a US Participant, circumstances which the Committee determines on a case by case basis and in its absolute discretion to constitute retirement (irrespective of whether or not applicable retirement eligible criteria have been met);

 

(C)

Normal Vesting - Release of Shares. Rule 6.3 shall have the additional requirement that if Shares are to be released to a US Participant, they shall in all instances be released no later than March 15 of the year following the year in which Vesting occurs.

 

(D)

Dividend Equivalent - Cash Payment. Rule 7.2(c) shall have the additional requirement that any cash payment to the US Participant under this Rule shall in all instances be released no later than March 15 of the year following the year in which Vesting occurs.

 

(E)

Dividend Equivalent - Shares in Lieu of Cash. Rule 7.3 shall have the additional requirement that if Shares are to be released to a US Participant in lieu of cash, they shall in all instances be released no later than March 15 of the year following the year in which Vesting occurs.

 

(F)

Approved Leaver. Rule 8.2 shall have the additional requirement that the Shares released to a US Participant shall in all instances be transferred to the US Participant on or before March 15 of the year following the year in which Vesting occurs.

 

(G)

Committee Adjustments. Rules 8.3 and 8.4 shall have the additional requirement that the Shares released to a US Participant or to a US Participant’s personal representative following the US Participant’s cessation of employment by reason of death, injury, disability or ill-health shall in all instances be transferred to the US Participant or the Participant’s personal representative on or before March 15 of the year following the year in which the US Participant’s cessation of employment occurs.

 

(H)

Limitation on Exercise Period. Notwithstanding anything contained in the Rules to the contrary, including without limitation, Rules 4.2, 8.5 and 10.2, a Performance Share Option granted to a US Participant must be exercised (but only to the extent Vested), and Shares transferred to the US Participant in settlement thereof (or if Schedule 3 applies, the payment of cash in lieu of Shares) on or before 15 March of the year following the year in which Vesting occurs.

 

Page 25

(I)

Award Rollover. Except to the extent consistent with the requirements of Section 409A of the United States Internal Revenue Code (“Code”) for the deferral of compensation without penalty or additional tax or unless an exception to the application of Code Section 409A applies, Rule 12 shall not apply to any Award held by a US Participant if, at the time the election provided by Rule 12 is available to the US Participant, it has Vested. In such case, the Rules of the Plan shall apply to the Award without regard to Rule 12.

 

(J)

Service Recipient Stock. The Shares underlying any Option granted to a US Participant will in all instances constitute “service recipient stock,” and will be issued or transferred by RELX PLC, which is, with respect to such US Participant, an “eligible issuer of service recipient stock” for purposes of Code Section 409A and the regulations promulgated thereunder.

 

(K)

Application of Code Section 409A. Although neither the Committee nor any member of the Group guarantees any particular tax treatment to a US Participant, awards granted pursuant to this Schedule are intended to be exempt from Section 409A of the Code under the exception for short-term deferrals set forth in Section 1.409A-1(b)(4) of the United States Income Tax Regulations (which requires, in the case of an employer with a fiscal year ending 31 December, that Shares in satisfaction of an award be transferred to the US Participant no later than March 15 of the calendar year following the calendar year in which the award is no longer subject to a substantial risk of lapsing) and shall be limited, construed and interpreted in accordance with such intent.

 

(L)

Withholding. Notwithstanding anything contained herein to the contrary, all Share releases and cash payments to US Participants contemplated hereunder shall be subject, to the extent applicable, to all applicable tax and withholding rules.

 

(M)

Effective Date. This Schedule will be effective on the Adoption Date.

 

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SCHEDULE 2*

Plan applicable to Elsevier Reed Finance BV

If the Committee wishes to grant Awards to employees of Elsevier Reed Finance BV (ERF), or to employees of companies under the Control of ERF, it may grant Awards pursuant to this Schedule and the following provisions will apply.

 

(A)

The Rules of the Plan will apply to the grant of Awards under this Schedule, subject to the modifications contained in the following paragraphs.

 

(B)

In this Schedule, terms will have the same meaning as in Rule 1 of the Rules unless modified by this Schedule.

 

(C)

The definition of Group will be construed as including ERF and every company which is under the Control of ERF.

 

(D)

Rule 16 will be amended so that it applies in respect of an Employees’ Share Scheme established by RE PLC, the Company or ERF.

 

(E)

Awards will not be granted under this Schedule without the agreement of the supervisory board of ERF.

 

*

No longer applicable following the Group structure simplification changes announced on 26 February 2015 and completed on 1 July 2015. See footnote to Appendix for definitions that have now been deleted.

 

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SCHEDULE 3

Cash Alternative

If deemed necessary in order to ensure compliance with tax, regulatory or legal country specific requirements (e.g. exchange control and securities laws) in the countries in which the Plan operates then, notwithstanding any provision to the contrary in these Rules:

 

(A)

The Committee may decide to satisfy an Award by paying to the Participant an amount equal to the market value (as determined in its discretion) of the number of Shares which would otherwise be issued or transferred following vesting or exercise (as applicable) or an amount determined on such other reasonable basis as the Committee may decide (which could for example, allow for the deduction of any applicable expenses).

 

(B)

The Committee may grant an Award on the basis that it will be satisfied in cash, as opposed to Shares, as set out in (A) above.

Unless the Committee determines otherwise, the Rules will apply as if any Award granted or to be satisfied pursuant to this Schedule involves a right to, or interest in, Shares for the purposes of determining whether Dealing Restrictions are in place at the Date of Grant, Vesting, exercise, release or surrender of any such Award.

 

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SCHEDULE 4

Australia

All Rules of the Plan shall apply to Awards granted under the Plan to Employees resident in Australia except to the extent amended, or added to, by this Schedule.

In the event that (i) a Participant becomes an Australian tax resident, including a temporary tax resident, subsequent to the Date of Grant of an Award to such Participant under the Plan, (ii) such Award has been granted on terms that it is to be satisfied in Shares, and (iii) the Participant is to become an Approved Leaver in accordance with Rule 8.2, such Award shall immediately be amended in a manner consistent with this Schedule unless the Committee determines otherwise.

 

1.

IMPORTANT OFFER INFORMATION

 

  1.1.

Any information given by or on behalf of the Company in relation to the Plan is general information only and does not take into account individual investment objectives, financial situation or particular needs of Employees.

 

  1.2.

Before making an investment decision, Employees should consider their personal circumstances, and the information in the Rules and this Schedule in relation to the Plan, and consider obtaining their own independent financial product advice from a person who is licensed by ASIC to give such advice.

 

  1.3.

The Rules and this Schedule do not constitute a disclosure document within the meaning of the Australian Corporations Act 2001 (Cth) and has not been lodged with ASIC.

 

  1.4.

Further important information for your consideration is set out below in clause 8 (General Risks).

 

2.

INTERPRETATION AND DEFINITIONS

Unless otherwise defined below, words and expressions defined in the Rules shall have the same meanings where used in this Schedule.

ASIC means the Australian Securities and Investments Commission;

Australian Dollar means the lawful currency of Australia;

Employee means any individual who:

 

  (A)

is resident in Australia; and

 

  (B)

is an employee (including an executive director) of a member of the Group or RELX PLC;

Euro means the lawful currency of the Eurozone;

Pound Sterling means the lawful currency of the United Kingdom; and

 

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US Dollar means the lawful currency of the United States of America.

 

3.

GENERAL

Any reference in the Plan to an “Employee” shall be deemed a reference to an Employee as defined in this Schedule.

 

4.

NO PRICE PAYABLE AT GRANT

The following wording shall be inserted as Rule 4.6:

 

  “Rule 4.6

No price shall be payable by a Participant upon the grant of an Award.”

 

5.

CASH EQUIVALENT - APPROVED LEAVER AND CONVERSION EXCHANGE RATE

 

  5.1.

Rule 8.2 shall be amended by the inclusion of the sentence “Unless the Committee determines otherwise and notwithstanding any provision to the contrary in these Rules, the continuing Award will be satisfied by paying the Participant an amount equal to the market value (as determined in its discretion) of the number of Shares which would otherwise be issued or transferred following vesting or exercise (as applicable) or an amount determined on such other reasonable basis as the Committee may decide (which could for example, allow for the deduction of any applicable expenses).” after the sentence “The Award will Vest, if at all, on the Normal Vesting Date in accordance with Rule 6”.

 

  5.2.

The exchange rate to be used to convert any cash payment amount in Rule 8.2 and Schedule 3 from a Euros amount, Pounds Sterling amount or US Dollar amount (as applicable) into an Australian Dollar amount will be the rate as determined by Group Compensation, as at the close of business in London, United Kingdom on the day that the relevant Award vests or is exercised (as applicable). For further information on how the exchange rate is determined, Participants should contact the Company by email to group.compensation@relx.com at any time prior to the conversion.

 

6.

AMENDMENT AND ADMINISTRATION

 

  6.1.

For the avoidance of doubt, the Committee and/or the Board have the full authority, consistent with the Rules, to administer this Schedule, including authority to interpret and construe any provision of this Schedule, to identify Employees and Participants with respect to whom the provisions of this Schedule may apply, and to adopt any regulations for administering this Schedule and any documents it thinks necessary or appropriate.

 

  6.2.

The Committee and the Board may delegate any of its powers to any sub-committee. Any delegation may be made subject to such conditions as the Committee or the Board (as applicable) may specify, and may be revoked or altered. The membership of any sub-committee will be determined by the Committee or the Board (as applicable) and may consist in whole or in part of persons other than directors, who may enjoy voting rights in the sub-committee.

 

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  6.3.

The decision of the Committee, the Board or any sub-committee of the Committee or the Board, as applicable, on any matter concerning this Schedule will be final and binding on all parties.

 

7.

TRUSTEE

 

  7.1.

An Award may be satisfied by the issue or transfer of Shares, including a transfer of Shares from the RELX Employee Benefit Trust (the Trust).

 

  7.2.

The Trust was settled by the Company on 3 April 1997 for a period of 80 years for the benefit of employees and former employees of the Group, RELX NV and RELX PLC (the Beneficiaries). The trustee of the Trust is Computershare Trustees (Jersey) Limited, a professional trustee company. The Company may appoint a new or additional trustee provided that it has the consent of a committee of employees comprising the Company Secretary, the Group Treasurer and the Deputy Company Secretary from time to time. The Trust property comprises shares and ADRs in RELX PLC and cash, all of which are held on discretionary trust (i.e. on an unallocated basis). The activities of the Trust are limited to purchasing and holding Shares for Beneficiaries who may become entitled to those shares under the Plan or another employee share scheme operated by the Company.

 

  7.3.

The Company has covenanted to indemnify the trustee, to the extent that the trustee does not so recover out of the Trust, in respect of any costs, expenses or liabilities which they incur by virtue of their role as trustee unless it is attributable to negligence, fraud or wrongdoing on the part of the trustee. The Company and the trustee have agreed that the trustee shall not levy any fees or charges for administering the Trust that are directly payable by a Participant or Beneficiary or out of the assets of the Trust (other than reasonable disbursements including brokerage and taxes in connection with the Trust).

 

  7.4.

The Company will provide a copy of the deed constituting the Trust within a reasonable time and at no cost to any Participant who so requests it by email to group.compensation@relx.com.

 

8.

GENERAL RISKS

 

  8.1.

Every investment involves an element of risk and Employees should be aware that there are risks associated with share ownership. Shares should be considered a long-term investment. Ordinary shares in the capital of RELX PLC and American Depository Shares representing RELX PLC ordinary shares evidenced by American Depository Receipts (ADRs), are subject to the general market risk that is inherent in all securities listed on a stock exchange. This may result in fluctuations in its share price that are not explained by its fundamental operations and activities.

 

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  8.2.

RELX PLC is a limited liability company which means that people holding Shares in RELX PLC are not required to contribute any more capital for their Shares once those Shares have been fully paid for, even in the event of losses by RELX PLC. However, it is possible that if there are losses, or profits fall, holders of Shares may not receive dividends or dividends may be reduced and the value of their Shares may fall. The prices of Shares (excluding ADRs) as quoted on the London Stock Exchange and Euronext Amsterdam and ADRs as quoted on the New York Stock Exchange are volatile and move up and down with market sentiment as well as factors which are specific to RELX PLC. The price at which the Shares (excluding ADRs) trade on the London Stock Exchange and Euronext Amsterdam and the ADRs trade on the New York Stock Exchange may be higher or lower than historical prices. If investors decide to sell their Shares, the amount which may be received on the sale may be higher or lower than their present market price. RELX PLC’s latest annual report contains details of its performance and the factors which have impacted upon this performance during the period to which the report relates. This document may be viewed on RELX PLC’s website at the following link: http://www.relx.com/investors/results/2018

 

  8.3.

RELX PLC is also required to notify the London Stock Exchange, Euronext Amsterdam and the New York Stock Exchange of information about specified events and matters as they arise for the purposes of making that information available to the stock market conducted by the London Stock Exchange, Euronext Amsterdam and the New York Stock Exchange respectively. The most recent annual report and announcements of the London Stock Exchange, the Euronext Amsterdam and the New York Stock Exchange should be referred to for details of these matters.

 

  8.4.

In the future, RELX PLC may elect to issue Shares or other securities. While RELX PLC will be subject to the constraints of the rules of the London Stock Exchange, Euronext Amsterdam and the New York Stock Exchange regarding the issue of Shares or other securities, security holders may be diluted as a result of such issues of Shares or other securities.

 

  8.5.

Some of the factors which may affect the price of the Shares include fluctuations in the domestic and international market for listed securities, general economic conditions, including interest rates, inflation rates, exchange rates, consumer sentiment, commodity and oil prices, changes to government fiscal, monetary or regulatory policies and settings, changes in legislation or regulation, inclusion in or removal from market indices, the nature of the markets in which RELX PLC operates and general operational and business risks. Other factors which may negatively affect investor sentiment and influence RELX PLC specifically or the stock market more generally include acts of terror, an outbreak of international hostilities or fires, floods, earthquakes, labour strikes, civil wars and other natural disasters.

 

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9.

CURRENCY CONVERSION

 

  9.1.

The trading price of RELX PLC’s Shares is shown in Pounds Sterling on the London Stock Exchange website under the code REL at http://www.londonstockexchange.com/exchange/prices-and-markets/stocks/prices-search/stock-prices-search.html?nameCode=rel&page=1 and in Euros on the Euronext Amsterdam website under the code REN at https://www.euronext.com/en/products/equities/NL0006144495-XAMS.

 

  9.2.

The trading price of RELX PLC’s ADRs is shown in US Dollars on the New York Stock Exchange website under the code RELX at https://www.nyse.com/quote/XNYS:RELX.

 

  9.3.

These prices are all also available on RELX PLC’s website at http://www.relx.com/investorcentre/sharepriceinformation/Pages/default.aspx.

 

  9.4.

Participants can ascertain, from time to time, the market price of RELX PLC’s Shares in Australian Dollars by checking the trading price in Pounds Sterling, Euro or US Dollars on one of the websites set out above and then converting that Pounds Sterling, Euro or US Dollar price into an Australian Dollar amount based on the relevant foreign currency exchange rate at that time. Useful places to find foreign currency exchange rates include the Australian Taxation Office’s (ATO) website at https://www.ato.gov.au/rates/foreign-exchange-rates/ and the Reserve Bank of Australia’s (RBA) website at http://www.rba.gov.au/statistics/frequency/exchange-rates.html.

 

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