Notice of AGM and Annual Report

UBM PLC - Notice of AGM and Annual Report

PR Newswire

London, April 15

UBM plc ("the Company") announces that its Annual General Meeting will be heldat 2.30pm on Thursday 23 May 2013 at One Great George Street, Westminster,London SW1P 3AA. In connection with this, the following documents have beenposted or otherwise made available to shareholders today:

Annual Report & Accounts for the year ended 31 December 2012

Notice of 2013 Annual General Meeting

Form of Proxy for the 2013 AGM

In accordance with Listing Rule 9.6.1, copies of these documents have also beensubmitted to the UK Listing Authority via the National Storage Mechanism andwill be available for viewing shortly at www.hemscott.com/nsm.do

The 2012 Annual Report & Accounts and Notice of the 2012 Annual General Meetingwill also shortly be available on the Company's website at www.ubm.com.

The appendices to this announcement contain additional information which hasbeen extracted from the Annual Report & Accounts for the year ended 31 December2012 ("the Annual Report") for the purposes of compliance with the Disclosureand Transparency Rules ("DTR") and should be read together with the FinalResults Announcement, which can be downloaded from the Company's websitewww.ubm.com. This announcement should be read in conjunction with, and is not asubstitute for, reading the full Annual Report. Together these constitute theinformation required by DTR 6.3.5 which is required to be communicated to themedia in full unedited text through a Regulatory Information Service.

Appendix A: Directors' responsibility statement

The directors are responsible for preparing the Annual Report and the financialstatements in accordance with applicable law and regulations. The Companies(Jersey) Law 1991 requires the directors to prepare financial statements foreach financial period in accordance with generally accepted accountingprinciples prescribed for the purposes of the Law for market traded companies.The financial statements of the Company are required by law to give a true andfair view of, or be presented fairly in all material respects so as to show,the state of affairs of the Company at the end of the period covered by theaccounts and of the profit or loss of the Company for that period. In preparingthese financial statements, the directors should:

- Select suitable accounting policies and then apply them consistently;

- Make judgments and estimates that are reasonable and prudent;

- Specify which generally accepted accounting principles have been followed intheir preparation; and

- Prepare the financial statements on the going concern basis unless it isinappropriate to presume that the Company will continue in business.

The directors are responsible for keeping accounting records which aresufficient to show and explain the Company's transactions and are such as todisclose with reasonable accuracy at any time the financial position of theCompany and enable them to ensure that the financial statements prepared by theCompany comply with the requirements of the Companies (Jersey) Law 1991. Theyare also responsible for safeguarding the assets of the Group and the Companyand hence for taking reasonable steps for the prevention and detection of fraudand other irregularities.

The directors are responsible for the maintenance and integrity of thecorporate and financial information included on the Company's website.Legislation in Jersey governing the preparation and dissemination of financialstatements may differ from legislation in other jurisdictions.

Each of the directors at the date of this report, whose names and functions arelisted on page 44 confirm that, to the best of their knowledge:

- the Group financial statements in this report, which have been prepared inaccordance with International Financial Reporting Standards (IFRS) as issued bythe International Accounting Standards Board (IASB) and IFRIC interpretations,and the Company financial statements in this report, which have been preparedin accordance with United Kingdom generally accepted

accounting principles, give a true and fair view of the assets, liabilities,financial position and result of the Company and the undertakings included inthe consolidation taken as a whole; and

- the management report contained in this report includes a fair review of thedevelopment and performance of the business and the position of the Company andthe undertakings included in the consolidation taken as a whole, together witha description of the principal risks and uncertainties that they face.

Appendix B: Principal Risks

A description of the principal risks that the Company faces is extracted frompages 29 to 33 of the Annual Report.

Sound risk management is an essential discipline for running the businessefficiently.

The management and monitoring of these risks is ongoing. Where appropriate,they are managed and monitored at the operational level by the head of eachbusiness unit, with guidance from the Executive team (who are appraised of riskdynamics during their regular calls with their direct reports).

There is also oversight from the Board (who discuss the risks and the scenariosexercise annually). Specific management and mitigation activity for these risksare detailed below.

Economic slowdown: An economic slowdown or recession could adversely impactrevenue as advertising, attendee, sponsorship and other discretionary revenuetends to be cyclical. A downturn may also result in slower debt collections,thereby affecting cash flow. Our strategy is to have a diversified offeringacross different markets and geographies. Market trends and collectionsperformance are closely monitored at a divisional level and regularly reportedupon. Credit policies are reviewed if deemed necessary.

Legislation or compliance requirement changes: The global nature of UBM exposesus to laws in various jurisdictions and therefore the potential forunfavourable changes in applicable law or compliance requirements. For example,more onerous health and safety requirements may result in higher event costs.Legislation which curtails trade or travel or restricts access to cash couldinhibit our ability to grow, have an adverse effect on revenues or a negativeimpact on our reputation. Failure to comply with laws (such as data protection,anti-bribery or corruption) could result in prosecution, fines or reputationaldamage. Risks are managed through legal and operational reviews. UBM adoptsglobal ethical and operational standards which meet or go beyond the localrequirements. The divisions monitor legislative changes to ensure complianceand, where necessary, change operational procedure, provide staff training andregularly discuss with senior management. We have robust IT systems andprocesses which ensure data protection.

Force majeure: A disaster or natural catastrophe, terrorism, politicalinstability or disease could affect people's willingness to attend our eventsand could therefore have an adverse effect on our revenues. Our ability tocontinue to do business could also be affected if it renders officesunavailable. We have, where available, insurance coverage and terms andconditions within our contracts to reduce our liabilities. We maintain closerelationships with our customers and plan for alternative venues. We reducedependence on particular communities or countries. We have business continuityarrangements including IT disaster recovery plans to minimise any businessdisruption. We also have a global web-based internal hub which acts as analternative means to connect, communicate and collaborate with colleagues.

Acquisition and divestiture identification and execution: The availability ofsuitable acquisition candidates, ability to obtain regulatory approval, changesin availability or cost of financing, integration issues or failure to realiseoperating benefits or synergies may affect our acquisition strategy. Theability to obtain regulatory approvals may affect our ability to executedivestitures. Risks are mitigated by applying strict strategic and financialcriteria. We have well documented acquisition and integration processes. Ouracquisition strategy tends to focus on small bolt-ons in markets adjacent tocommunities or geographies in which we already operate. We subject the processto close monitoring and review by internal audit and the Board.

Sector trends: We cannot predict with certainty the sector changes which mayaffect the competitiveness of the business or whether technological innovationwill render some of our existing products and services partially or whollyobsolete. We may be adversely affected by changes in customer behaviour or theemergence of new technologies which increase the competition for some elementsof our offering. Social media platforms, search engines and other onlinetechnologies could all pose a competitive threat to our businesses. Ourscenario planning process identifies emerging behavioural trends which requireaction. We act to differentiate our proposition from the competition and ensureour offering is effective at satisfying our customers' needs and deliveringvalue. Our strategy of creating a balanced portfolio of products helps us tomeet the changing needs of our customers. We invest heavily, acquire anddevelop innovative digital products and rationalise elements of our propositionin which we are threatened (e.g. the contraction of our print magazineportfolio). Each division closely monitors trends and provides regular updatesto senior management.

Geographic and emerging market exposures: Our business operates in manygeographies, particularly Emerging Markets, which may present logistical andmanagement challenges due to different business cultures, laws, languages andhealth and safety standards. Expansion through joint ventures lowers logisticaland management issues but can create exposure if we are unable to extract therewards from our investment. We expand through joint venture partners whom weintegrate into our development programmes. We send experienced employees intonew regions to form part of local management teams. We adopt rigorous globalcontrols, strong financial systems and compliance requirements - new marketsare subject to the same standards and policies as all business regions. We useour internal hub to promulgate global best practice and learning. New marketentry is subject to close Board monitoring and internal audit review. We take aproactive approach to event health and safety by operating to minimum standardswhich are often higher than local requirements and also by seeking to driveimprovements at specific venues by working with industry bodies and other eventorganisers.

Major project execution: UBM may be required to implement new technologies,deliver new products and services, manage content or enhance business controls.These projects could include significant capital investment and failure tomanage and execute efficiently could lead to increased costs, delays incompletion or erosion of UBM's competitive position. We seek to mitigateproject-related risks through robust project management discipline, closemonitoring by internal audit and the Board and by assigning responsibility forprojects at an executive management level within UBM.

Attracting and retaining talented managers and employees: The ability of theCompany to attract talent and retain highly skilled, experienced and motivatedpersonnel plays an important part in the continued successful execution anddevelopment of the strategy. We place significant emphasis on successionplanning, and developing and retaining talented personnel. We are creating anemployer brand for UBM and a highly engaged culture as evidenced by theinternal staff survey initiative, UBM Voice. This is through incentive schemes,developing the Company culture and by running a number of talent management andspecific succession planning programmes.

IT: The increasing use of and reliance upon technology throughout all of ourbusinesses heightens the risk that system failure could have a significantimpact on our business.

Unauthorised access to or compromise of our systems by external parties couldlead to reputational damage and possible legal action. Our IT function operatesclearly defined IT policies, procedures and maintenance programmes. DisasterRecovery Plans are in place for key systems and these are subject to regulartesting. The Group security department works with our businesses on all ITsecurity matters, including the education of staff in respect of this area. ITsystems and security are reviewed regularly by the internal audit departmentand we employ external firms to conduct periodic penetration tests of primarysystems.

Liquidity: UBM liquidity issues may curtail the ability to make certainacquisitions or obtain refinancing. Local liquidity issues could have anegative reputational impact. We have conservative levels of cash, creditfacilities and an attractive maturity profile. We make use of a range ofborrowing facilities to fund requirements at short notice and at competitiverates.

Credit risk/counterparty exposure: We have unsecured credit risk from thepotential non-performance by counterparties to financial instruments. Thecredit risk is normally limited to the amount of any mark to market gain on theinstrument. We also have credit exposure for the amount of cash and cashequivalents on the balance sheet. Treasury policy restricts the counterpartieswith whom funds can be invested and derivative contracts can be entered intoand constantly monitors them. We collect revenues for events upfront and givenour large and diverse customer base, there is no significant concentration ofcredit risk with respect to trade receivables.

Exchange rate fluctuations: We have a significant proportion of revenue that isgenerated in

currencies other than sterling. Foreign exchange rate fluctuations couldtherefore adversely affect our reported earnings in pound sterling and thestrength of our balance sheet. Exchange rate exposures are hedged under apolicy of denominating borrowings in currencies where significant translationexposure exists.

Tax: There is a risk that UBM could enter into planning arrangements orstructures which are challenged or become ineffective with legislation changes.We are transparent and have a proactive dialogue with relevant tax authoritiesin good faith. We manage our tax affairs by monitoring tax developments,liaising with external advisors and regularly reviewing the tax planningschemes.

Pensions: The cost of providing pension benefits to existing and formeremployees is subject to changes in pension fund values and changing mortality.Asset returns may not be sufficient to cover scheme liabilities over time andreported pension deficits could have implications on our ability to raise debt.There has been active management of the investment portfolio and additionalcontributions have been made to the UK schemes. UBM has no continuing definedbenefit schemes open to new members. We have taken steps to manage proactively;reporting to the Board quarterly and empowering Trustees to respond in a timelyfashion.

Appendix C: Related party transactions (extracted from pages 127 to 128, Note8.2, Annual Report)

* Transactions and balances (owed by)/due to the Group less than £0.1m.

During the year, the Group and Roularta Media Group each contributed theirBelgium medical print activities to their 50:50 joint venture, ActuaMedica asdetailed in Note 4.4 (page 96 in the Annual Report).

Thomson Reuters, an information provider, provided services to the Group duringthe year for fees of £77,373 (2011: nil). In addition, the Group providedservices to Thomson Reuters for £1,953 (2011: nil). At 31 December 2012 theGroup holds a trade receivable from Thomson Reuters of £763 (2011: nil). DameHelen Alexander, Chairman of the Group from 12 May 2012, is a Director ofThomson Reuters Founders Share Company Limited.

During the year, the group provided services to Incisive Media Services, abusiness-to-business (B2B) information provider, for fees of £849 (2011: nil).Dame Helen Alexander, is a Director of Incisive Media Holdings Limited.

In the year ended 31 December 2011, the Group provided services to EuromoneyInstitutional Investor Plc, an international publishing, events and electronicinformation group, for fees of £3,975. There were no transactions for the yearended 31 December 2012. John Botts, Chairman of the Group until 11 May 2012, isa director of Euromoney Institutional Investor Plc.

During the year, Leaders Quest, a non-profit organisation, organised variousmanagement conferences for the Group for fees of £86,000 (2011: nil). LindsayLevin, wife of David Levin, Chief Executive Officer of the Group, is a partnerof Leaders Quest.

Computacenter plc, a provider of IT infrastructure services, provided servicesto the Group during the year for fees of £13,506 (2011: £22,000). Greg Lock, anon-executive director of the Group, is the chairman of Computacenter plc.

During the year, the Group provided services to Kofax plc, a business solutionsprovider, for fees £42,843 (2011: £12,000). The Group held a trade receivablewith Kofax of £11,082 as at 31 December 2012 (2011: nil). Greg Lock is thenon-executive Chairman of the Board and Chairman of the Nomination committee ofKofax plc.

During the year, the Group provided advertising services and event sponsorshipto Microland, an IT infrastructure management outsourcing services provider,for £1,314 (2011: £4,649). Pradeep Kar, a non-executive director of the Group,is founder, chairman and managing director of Microland.

During the year, the Group provided services to the Swets group of companies(`Swets'), information services providers, for fees of £5,249 (2011: £11,930).At 31 December 2012, the Group had a trade receivable with Swets of nil (2011:£9,420). In the prior year, Swets also provided services to the Group for feesof £13,719. Jonathan Newcomb, a non-executive director of the Group, ischairman of the Swets Board.

London Business School, a provider of Education services, provided services tothe Group during the year for fees of £630 (2011: Nil). Terry Neill, a directorof the Group, is Chairman of the Finance Committee of the London BusinessSchool.

Transactions with related parties are made at arm's length. Outstandingbalances at year-end are unsecured and settlement occurs in cash. There are nobad debt provisions for related party balances as at 31 December 2012, and nodebts due from related parties have been written off during the year.

Compensation of key management personnel of the Group

Key management personnel are the Group's Executive directors and the followingis the aggregate compensation of these directors: