Notice of AGM

UBM plc 2014 ANNUAL REPORT & NOTICE OF 2015 ANNUAL GENERAL MEETING 24 MARCH 2015 UBM plc ("the Company") announces that its Annual General Meeting will be heldat 2.30 pm on Thursday, 14 May 2015 at The Goldsmiths' Centre, 42 BrittonStreet, Clerkenwell, London EC1M 5AD. In connection with this, the followingdocuments have been posted or otherwise made available to shareholders today: Annual Report & Accounts for the year ended 31 December 2014 Notice of 2015 Annual General Meeting Form of Proxy for the 2015 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 2014 Annual Report & Accounts and Notice of the 2015 Annual General Meetingwill also be available on the Company's website at www.ubm.com. Shareholderscan obtain additional copies of the Proxy form from our Registrar, EquinitiLimited at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA or viewonline at www.shareview.co.uk. The appendices to this announcement contain additional information which hasbeen extracted from the Annual Report & Accounts for the year ended 31 December2014 ("the Annual Report") for the purposes of compliance with the Disclosureand Transparency Rules ("DTR") and should be read together with theannouncement of the results for the year ended 31 December 2014, which can bedownloaded from the Company's website www.ubm.com. This announcement should beread in conjunction with, and is not a substitute for, reading the full AnnualReport. Together these constitute the information required by DTR 6.3.5 whichis required to be communicated to the media in full unedited text through aRegulatory Information Service. Enquiries to: Ellie Klonarides, Deputy Company SecretaryUBM plcTel: +44 (0) 20 921 5000 APPENDICES References to page numbers and notes to the accounts made in these appendicesrefer to page numbers and notes to the accounts in the 2014 Annual Report andAccounts. Appendix A: Risk Management It is important we have the appropriate processes in place to measure andcontrol the performance of the business and also to identify where there may berisks to the strategy and how best to mitigate them. Structure and control We control the business through a short chain of command and a relatively flatorganisational structure. During 2012, we created an Executive Committee (Exco)to act as an advisory sounding board for the CEO and CFO. Aside from theobvious inclusion of Tim Cobbold, the Exco was also expanded during 2014 toinclude Mark Peters and Eleanor Phillips. See pages 42 and 43 for Exco membersand detail about their experience. The tenure of people within the business isindicative of the stability of the organisation. The Exco meet monthly in person or via conference call. In addition, the CEOand CFO regularly meet with their direct reports. We track operationalperformance on a monthly basis and also have a thorough quarterly reviewprocess in which divisional CEOs and CFOs provide updates on performance andexpectations against budget. These reviews are shared with the Board as part ofthe CFO's board pack and discussed at the meetings. We have invested significantly in a UBMwide finance and reporting system, CORE,which went live in EMEA and the US during 2014. Asia went live in January 2015.Consistency of data across the business helps the CEO and CFO manage moreeffectively and also supports the benchmarking and best practice initiativesshowcased in GEM. We also expect that the system will lead to greaterefficiency (and reduced costs) in finance and administration processes in themedium term. Remuneration During 2013, we updated our executive remuneration policy to enhance the linksbetween performance and reward. Below Board level, bonus rewards are alsoaligned with the strategy through incentives to achieve UBM's budget andpersonal objectives which specifically address strategic priorities. Governance Effective governance is the cornerstone of a well-managed organisation and UBMhas well-established processes and policies in place to support our operationsworldwide. Our policies, which are available to all employees via the Hub (UBM's socialbusiness network), cover issues such as anti-bribery and corruption, businessconduct, use of social media, labour standards, information security and humanrights. In response to recent changes to the UK Corporate Governance Code, we haveidentified the steps we will need to take to thoroughly review our riskmanagement and internal controls and give consideration to the new viabilitystatement. Although the necessary processes are already in place, there isalways room for improvement and management will be addressing each of theseareas through the remainder of 2015. Risk management UBM employs both a top down and a bottom up approach to identifying risk. Risk management process The divisional management teams manage and monitor these risks, with the CEOand CFO providing guidance, the internal and external audit teams providingassurance and the Board providing oversight. Our annual risk review identified the following key risks: Risk Impact Mitigation Change in potential impact of risk vs prior year Macro-economic A slowdown in the macro Our `Agile growth' No Changeslowdown and/ environment could adversely priority takes intoor exchange impact revenue, as account where we chooserate advertising, attendee, to operate so we canfluctuations. sponsorship and other explore diversification discretionary revenue tends across different markets to be cyclical. A downturn and geographies as may also result in slower appropriate. Similarly debt collections, thereby investment in `Customer affecting cash flow. insight and innovation' Foreign exchange rate will bring us greater fluctuations could visibility and should adversely affect our improve our ability to reported earnings and the respond to macro changes strength of our balance more quickly. Market and sheet. credit collection trends are closely monitored and regularly reported at a divisional level. Credit policies are reviewed where necessary. Exchange rate risk is partially hedged by issuing debt in currencies to which we have significant exposure. Advanstar Clearly acquisitions are an We seek to reduce Riskintegration important part of our acquisition risk by Increasedrisk strategy - the most notable applying strict being the Advanstar strategic and financial acquisition. Integration criteria, and have issues or failure to well-documented realise operating benefits acquisition and or synergies may impact the integration processes. expected returns from the For Advanstar, we have acquisition. More put in place an generally, as part of the integration steering `Agile growth' priority it committee, chaired by remains our intention to the CEO, through which acquire to enhance the UBM the integration portfolio. programme is managed and co-ordinated. There will be regular reports to the Board on progress. More generally, our `Agile growth' priority focuses on industries or geographies which are adjacent to areas in which we already operate. Internal audit and the Board monitor the process closely. Specific Our business operates in As part of our `Agile Riskcountry risk many geographies, growth' priority we are Decreasedand Emerging particularly Emerging disciplined aboutMarket Markets, which may present deciding where we chooseexposure. logistical and management to operate and new challenges due to different market entry is subject business cultures, to monitoring by the languages, anti-bribery Board and internal audit laws, health and safety review. In China standards or unfavourable specifically, we engage changes in applicable law in proactive stakeholder or compliance requirements. management to foster The Chinese government, for strong relationships example, recognises the with the government and value of the exhibitions industry operators. As industry and is encouraging part of our `High expansion in venue performance culture' and capacity, growth in the in our pursuit of market and, in turn, `Operational excellence' creating increased we have processes in competition. Expansion place which look to through joint ventures minimise these risks. We reduces logistical and integrate key owners and management issues but can managers of our joint create governance venture partners into challenges or affect our our development ability to extract rewards programmes. We send from our investment. experienced employees into new regions to work with local management teams, in order to show them how UBM does business. We adopt rigorous global controls and strong financial systems and compliance requirements - new markets are subject to the same standards and policies as all other business regions. Compliance and governance risks are managed through legal and operational reviews. UBM adopts global ethical and operational standards which meet or go beyond local requirements. Inability to A disaster or natural Our contractual terms No Changestage an event catastrophe, terrorism, and conditions generallyor inability political instability or protect us from theof customers disease could affect risks of lateto travel to people's willingness to cancellations, and wean event. attend our events, which carry business could have an adverse interruption insurance effect on our revenues. to reduce our risk Similarly the business exposure. We foster model relies on the strong relationships availability of venues for with venue operators and hosting events. plan for alternative locations. Sometimes we will postpone and/or move an event if necessary. Our `Agile growth' priority takes into account diversification and, where relevant, reducing dependence on particular sectors or countries. Our `customer insight and innovation' priority explores alternative ways to engage and the best way to support the industries we serve in the absence of a live tradeshow. Changes in our We cannot predict all the Our risk identification Riskbusiness changes which may affect process identifies Increasedenvironment. the competitiveness of the emerging behavioural business, such as changes trends which require in customer behaviour, or action. `Customer technological innovations insight and innovation' which would increase is a strategic priority competition or make some so that we can more products or services less quickly identify changes relevant. Social media in the business platforms, search engines environment. This and other online coupled with our technologies could all pose `Operational excellence' a competitive threat to our and `High performance businesses, as could culture' seek to changes in legislation or differentiate our compliance requirements proposition from the where we operate. competition and ensure Similarly, additional venue our offering satisfies capacity (for example; NECC customers' needs and in Shanghai) is introducing delivers value. We competition as well as invest in innovative enhancing opportunities for digital products through growth. internal and external development and through acquisition, and over time, seek to reduce exposure to products which are at risk, such as print advertising. Each division closely monitors trends and provides regular updates to senior management. Technological As part of its strategy, We shall look to Riskrisk: UBM will be investing in mitigate project-related Increasedexecution and the technology platforms of risks through robustcyber security the business, starting with project management, UBM EMEA. Failure to close monitoring by deliver these projects internal audit and the effectively could lead to Board, and by assigning increased costs, delays or responsibility at ExCo erosion of UBM's level. Our IT function competitive position. operates under clearly System failure could have a defined policies, significant impact on our procedures and business. The collapse of maintenance programmes. the Cloud on which various Disaster Recovery Plans products and systems are are in place for key hosted could have negative systems and these are consequences for our subject to regular reputation. Unauthorised testing. Our internal access to our systems by audit and information external parties could lead security departments to reputational damage and regularly review IT legal action, most notably systems and security, for PR Newswire which and we conduct periodic handles potentially price penetration tests of sensitive earning primary systems. information for certain clients. Access to Although the rights issue We maintain ample No Changecapital improved our balance sheet liquidity and our policy flexibility, changes in the is to maintain a availability or cost of manageable maturity financing may affect our profile. We intend to acquisition strategy. refinance in advance of maturities in order to minimise risk. We use borrowing facilities to fund requirements at short notice and at competitive rates. Financial risk management objectives and policies The Group's financial instrument risk management objectives, policies andstrategies and the Group's policies on capital management are set out on pages37 to 39 in the Chief Financial Officer's Review. Interest rate risk The following tables set out the carrying amount, by maturity, of the Group'sfinancial instruments that are exposed to interest rate risk. 31 December 2014 Between Between Between Between Within 1-2 2-3 3-4 4-5 Over 1 year years years years years 5 years Total £m £m £m £m £m £m £m Fixed rate £250m 6.5% - (99.6) - - - - (99.6)Sterling bondsdue 2016 $350m 5.75% - - - - - (157.9) (157.9)Dollar bondsdue 2020 - (99.6) - - - (157.9) (257.5) Floating rate Cash and cash 73.1 - - - - - 73.1equivalents Interest rate - 7.5 - - - 6.5 14.0swaps Forward - (6.0) - - - - (6.0)exchangecontracts £300m variable - (71.4) - - - - (71.4)ratemulti-currencyfacility 2016 $100m Bridge - (64.1) - - - - (64.1)facility £250m 6.5% - (158.0) - - - - (158.0)Sterling bondsdue 20161 $350m 5.75% - - - - - (68.1) (68.1)Dollar bondsdue 20201 73.1 (292.0) - - - (61.6) (280.5) Interest on financial instruments classified as floating rate is repriced atset intervals of less than one year. 31 December 2013 Between Between Between Between Within 1-2 2-3 3-4 4-5 Over 1 year years years years years 5 years Total £m £m £m £m £m £m £m Fixed rate £250m 6.5% - - (99.4) - - - (99.4)Sterling bondsdue 2016 $350m 5.75% - - - - - (148.3) (148.3)Dollar bondsdue 2020 - - (99.4) - - (148.3) (247.7) Floating rate Cash and cash 74.0 - - - - - 74.0equivalents Interest rate - - 9.2 - - 5.2 14.4swaps Forward (0.2) - (1.2) - - - (1.4)exchangecontracts £300m variable - - (61.4) - - - (61.4)ratemulti-currencyfacility 2016 £250m 6.5% - - (159.1) - - - (159.1)Sterling bondsdue 20161 $350m 5.75% - - - - - (62.3) (62.3)Dollar bondsdue 20201 73.8 - (212.5) - - (57.1) (195.8) 1. Interest rate swap arrangements convert the instrument from fixed tofloating rate (detailed in Note 5.5) The following table demonstrates the impact on the Group's profit before taxfrom possible changes in interest rates applicable to financial instrumentsdenominated in the following currencies, with all other variables heldconstant. Gains/ Gains/ Effect on (losses) Effect on (losses) Increase profit recorded Increase profit recorded in before in in before in basis tax equity basis tax equity points 2014 2014 points 2013 2013 2014 £m £m 2013 £m £m Canadian Dollar 100 - - 100 (0.1) - Chinese Renminbi 100 0.2 - 100 0.4 - Euro 100 - - 100 (0.3) - Sterling 100 (1.3) - 100 (0.9) - Japanese Yen 100 - - 100 - - US Dollar 100 (1.8) - 100 (1.1) - Credit risk Credit risk is the risk that a counterparty will not meet its obligations undera financial instrument or customer contract, leading to a financial loss. TheGroup manages its credit risk in relation to its operating activities (tradereceivables) and from its financing activities, including deposits with banksand financial institutions and other financial instruments. Financial instruments and cash deposits The following financial instruments and cash deposits are exposed to creditrisk: 2014 2013 £m £m Cash and cash equivalents 74.4 74.0 Interest rate swaps 14.0 14.4 88.4 88.4 The majority of the Group's surplus cash is deposited with major banks of highquality credit standing. The Group enters into derivative contracts only withmajor banks of high quality credit standing. The maximum credit risk associatedwith the Group's financial instruments and cash deposits is equal to theircarrying amount as set out in Note 5.2. Trade receivables Customer credit risk is managed by each business unit in accordance with theGroup's established policy, procedures and controls relating to customer creditmanagement. Credit limits are established for all customers and are based interalia on bank references and credit checks. Outstanding customer receivables areregularly monitored. Concentrations of credit risk with respect to trade receivables are limited dueto the Group's customer base being large and unrelated. The maximum credit riskassociated with the Group's trade receivables is equal to their carrying amountas set out in Note 4.5.1. Foreign currency risk The following table demonstrates the sensitivity of the Group's profit beforetax to a possible change in the listed currencies, with all other variablesheld constant, due to changes in the translated value of monetary assets andliabilities and the fair value of forward exchange contracts. Equivalentcurrency sensitivities are also provided for the Group's equity due to changesin the fair value of forward exchange hedges and net investment hedges. Effect Effect on on profit Gains profit Gains Percentage before recorded Percentage before recorded fall in tax in equity fall in tax in equity currency 2014 2014 currency 2013 2013 2014 £m £m 2013 £m £m Canadian Dollar 10% - 0.6 10% - 0.9 Euro 10% (0.3) - 10% 3.0 - Japanese Yen 10% 0.3 - 10% 0.3 0.2 US Dollar 10% (0.1) 36.9 10% (0.2) 28.7 Liquidity risk The tables below summarise the maturity profile of the gross contractualoutflows of the Group's financial liabilities. 31 December 2014 Due Due Due between 5 years On within 1 and 5 and demand 1 year years beyond Total £m £m £m £m £m Derivative financial - (0.6) (7.8) (0.3) (8.7)liabilities Put options over - (4.1) (12.5) - (16.6)non-controlling interests £300m variable rate - (1.3) (71.9) - (73.2)multi-currency facility2016 £250m 6.5% Sterling bonds - (16.3) (266.3) - (282.6)due 2016 $350m 5.75% Dollar bonds - (12.9) (51.6) (237.4) (301.9)due 2020 $100m Bridge Facility - (0.8) (64.4) - (65.2) Trade payables - (35.3) - - (35.3) Other payables - (48.2) (2.4) - (50.6) Contingent and deferred - (2.9) - - (2.9)consideration - (122.4) (476.9) (237.7) (837.0) 31 December 2013 Due Due Due between 5 years On within 1 and 5 and demand 1 year years beyond Total £m £m £m £m £m Derivative financial - (0.1) (1.2) - (1.3)liabilities Put options over - (5.0) (8.0) (2.6) (15.6)non-controlling interests £300m variable rate - (1.1) (63.2) - (64.3)multi-currency facility2016 £250m 6.5% Sterling bonds - (16.3) (282.5) - (298.8)due 2016 $350m 5.75% Dollar bonds - (12.1) (60.7) (223.5) (296.3)due 2020 Trade payables - (32.7) - - (32.7) Other payables - (27.6) (2.6) - (30.2) Contingent and deferred - (4.0) - - (4.0)consideration - (98.9) (418.2) (226.1) (743.2) The above tables include an estimate of interest on the Group's financialliabilities based on the forward interest rate curve and assume the liabilitiesare in place until their maturity dates. Appendix B: Related party transactions 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 2014, and nodebts due from related parties have been written off during the year. Unlessotherwise stated, there are no amounts owed by or due to the Group at 31December 2014. The Company entered into the following transactions with related parties duringthe year: Balances Balances (owed by)/ (owed by)/ due to the due to the Company at Value of Group at Value of 31 December transactions 31 December transactionsRelated party 2014 2014 2013 2013and Nature of £m £m £m £mRelationship transactions GML Advances and 0.1 0.1 0.6 0.6Exhibitions management(Thailand) Co feesLimited -Joint Venture Guangzhou Commission - - 0.2 -Beauty Fair - andJoint managementVenture fees Guzhen Advances 0.2 - - -Lighting ExpoCompanyLimited -Joint Venture Light Reading Transitional 7.9 0.3 - -LLC - Joint servicesVenture Compensation of key management personnel of the Group Key management personnel are the Group's Executive Directors and Non-ExecutiveDirectors and the following is the aggregate compensation of these Directors: 2014 2013 £m £m Short term employee benefits 2.6 2.5 Contributions to defined contribution plans 0.2 0.2 Share-based payments 2.0 1.2 4.8 3.9