Expert Corporate Governance Service (ECGS)
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proxy report 28/06/2018

On 15 February 2018, the Company announced that it planned to simplify the dual parent holding company structure into a single parent company. The plan comes on the eve of British withdrawal from the European Union, but according to the Company, the Brexit has played no role in this decision-making. RELX NV shareholders are to receive one RELX PLC share in exchange for each RELX NV share held. The single parent would be listed in London, Amsterdam and New York. The changes would however have no impact on RELX Group headquarters or business unit locations, activities or staffing levels. Furthermore, this change will not bring about any change to the strategy; it is cost and profit neutral, before and after tax. After implementation shareholders will only be able to attend shareholder meetings in London.

Under agenda item 2 it is proposed to amend the Articles of Association of the Company. If the cross-border merger is approved by shareholders of the Company, a withdrawal mechanism will be provided for those shareholders who have voted against the cross-border merger and who do not wish to hold shares in RELX PLC. Such shareholders may file a request for compensation with the Company within a period of one month beginning on the day after the meeting. A shareholder of the Company who has voted in favour of the proposal to enter into the cross-border merger, abstained from voting, or was not present or represented at the meeting, does not have any rights under this withdrawal mechanism. In anticipation of the cross-border merger, the Board proposes to amend the existing articles of association of the Company to include: (i) a formula under which the amount of compensation payable to withdrawing shareholders
who elect to exercise their rights under the withdrawal mechanism can be established objectively and (ii) provisions under which the Board may decide with the written consent of the holder of such share to convert each share into an ordinary B share, with a nominal value of EUR 0.07, of RELX NV carrying the same rights as the current RELX NV shares. We have no concerns over the proposed amendments in the articles of association and recommend approval.

Under agenda item 3 it is proposed to simplify the corporate structure. The proposed merger is a significant change for a company which has operated with a dual-listed structure for decades. However, many companies are evaluating simplifying their structure and end dual listing as the benefits that it previously offered may no longer be relevant in the present day. Unilever, which is also dual listed in the UK and the Netherlands, has also reviewed this possibility, though they have determined to retain their current structure. There are no concerns over strategy, finance or governance related to the proposed cross-border merger. We welcome the end of the dual listing and the simplification of the structure. We recommend shareholders vote in favour.

Relx NV

RELX is a provider of information solutions for professional customers across industries. Co. operates in four market segments: Scientific, Technical & Medical, providing information and tools to help its customers improve scientific and healthcare outcomes; Risk & Business Information, providing data services and tools that combine proprietary, public and third-party information, with technology and analytics to business and government customers; Legal, providing legal, tax, regulatory news and business information to legal, corporate, government and academic markets; and Exhibitions, organising exhibitions and conferences.


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