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2 I am delighted to announce the launch of a new employee share incentive plan. Dear Colleague, As a Group we are committed to encouraging employees to become UBM plc ( UBM ) shareholders. This opportunity is now extended to you through two different share schemes. Our long standing Save As You Earn scheme ( Sharesave or SAYE ), the monthly savings scheme with the option to buy shares in UBM plc at an exclusive 20% discount; and A brand new, tax advantaged Share Incentive Plan ( Sharebuild or SIP ), which allows you to buy shares in UBM from your pre-taxed salary. You are able to participate in either one, or both of the schemes. It is my wish that as many employees as possible should benefit from the success of UBM, because it is a recognition of the contribution that you make to UBM s success through your hard work and commitment. Yours sincerely, Tim Cobbold Group CEO Share Incentive Plan/Sharesave 2016

3 Share Incentive Plan 2016

4 Welcome to the new UBM Share Incentive Plan ( Sharebuild ) SHAREBUILD KEY FEATURES You can invest in UBM by purchasing Partnership Shares using pre-income tax and pre-national Insurance Contribution (NIC) salary (click here for Examples of Tax Benefits ). If you keep the shares in Trust for at least 5 years, you won t have to pay income tax or NIC on their value. You will have no Capital Gains Tax (CGT) to pay on any growth in the value of your shares while they are held in Trust. Dividends will be reinvested to purchase additional shares. You will not pay stockbrokers commission or Stamp Duty when the shares are bought for you. Share Incentive Plan 2016

5 How Sharebuild works You can choose to invest between 10 and 150 per month (from your pre-tax salary), provided this does not exceed 10% of your gross monthly pay. This is subject to an overall maximum of 1,800 per tax year. You can amend your monthly contribution amount at any time. Alternatively, you may stop your contributions at any time and begin again at a later date. Your salary contributions are used to acquire ordinary shares in UBM plc known as Partnership Shares, and these are held on your behalf by an independent Trustee. The number of Partnership Shares acquired will depend on the amount of your monthly contributions and the share price of a UBM share at the time of purchase. Any money left over from a purchase of Partnership Shares (the cash residue) will be held in a non-interest bearing account to add to your funds at the next purchase date. Partnership Shares will be purchased for you on the 16th of each month (or the next business day). You can sell your Partnership Shares at any time. However, you will lose the full tax advantage if the Partnership Shares are not held in Trust for five years. The dividends on your Partnership Shares will be reinvested to purchase additional shares. Click here for further information on Dividends. You can keep your Partnership Shares in the Trust for as long as you like. However, if you leave UBM, your shares must be taken out of the Trust. After 5 years, your Partnership Shares can be withdrawn from the Trust free of income tax and NIC. If you withdraw your Partnership Shares from the Trust within 5 years, you will have to pay income tax and NIC. Click here for further information on taxation. You pay the dealing costs for selling the Partnership Shares. Share Incentive Plan 2016

6 SUBSCRIBE TO SHAREBUILD You may join Sharebuild at any time provided you meet the following conditions: You are a UK resident; You are employed (full time or part time) by UBM; and Pay tax on your earnings under the UK pay-as-you-earn (PAYE) scheme. DIVIDEND SHARES Dividends are cash payments made by UBM to its shareholders ( Dividends ). The Partnership Shares you acquire under Sharebuild will attract any Dividends that are paid to shareholders. The Dividends will be automatically reinvested to purchase shares ( Dividend Shares ). Share Incentive Plan 2016

7 Taxation INCOME TAX AND NATIONAL INSURANCE CONTRIBUTIONS (NIC) You will not have to pay income tax or NIC if your Partnership Shares are held in Trust for five years. If you sell or transfer Partnership Shares earlier, depending on the reason the Partnership Shares are being withdrawn, income tax or NIC may be payable. Your Partnership Shares cannot be held in Trust if you leave the company. However, income tax and NIC will not be payable if you leave UBM due to: Retirement Redundancy Injury or disability Death Sale of business CAPITAL GAINS TAX (CGT) CGT will be calculated on the rise in the value of your shares based on the price on the day the Partnership Shares are taken from the Trust and the price when they are sold. If the Partnership Shares are sold on the same day as they are taken from the Trust, there will be no gain and therefore no CGT liability. If you take your Partnership Shares out of the Trust and sell them at a later date, you may be liable for CGT if the value of your Partnership has increased since leaving the Trust. It is your responsibility to declare any CGT to HM Revenue & Customs. You should remember that everyone has an annual allowance for CGT purposes (for details of the current allowance please visit Income tax and NIC will be payable if Partnership Shares are withdrawn from the Trust before five years whilst you are still employed by UBM, or are withdrawn from the Trust due to: Resignation Dismissal If tax is payable, Payroll will deduct any income tax payable under PAYE together with any NIC payable. This will happen as soon as practicable after your Partnership Shares are taken out of the Trust. You will need to meet the liability by directing the Trustee to sell sufficient Partnership Shares to cover the liability or by providing a cheque for the amount. Share Incentive Plan 2016

8 Taxation of Dividends From April 2016, subject to the Finance Bill 2016 being approved, the Dividend Tax Credit will be replaced by a new tax-free Dividend Allowance. The Dividend Allowance means that tax is not payable on the first 5,000 of dividend income irrespective of non-dividend income. The allowance is available to anyone that has dividend income. All dividend payments from 6th April 2016 will be paid gross with the tax credit voucher being replaced by a dividend confirmation statement. In addition, the headline rates of dividend tax will also be changing: 7.5% on dividend income within the basic rate band 32.5% on dividend income within the higher rate band 38.1% on dividend income within the additional rate band If you leave the Company due to resignation or dismissal, reinvested dividend income received in the three years prior to leaving will be treated as dividend income received in the tax year in which the Dividend Shares cease to be subject to the SIP and this income will count towards that tax year s Dividend Allowance. Share Incentive Plan 2016

9 Tax Examples 1. Basic Rate (20%) Tax Payer Monthly contribution from salary Tax saved Net cost to you Higher Rate (40%) Tax Payer Monthly contribution from salary Tax saved Net cost to you Additional Rate (45%) Tax Payer Monthly contribution from salary Tax saved Net cost to you Share Incentive Plan 2016

10 Taking shares out of the Sharebuild Scheme SHARES SUMMARY TABLE FOR EMPLOYEES AND LEAVERS: Reason for withdrawal Resignation Dismissal (excluding retirement or redundancy) Length of time shares held in the Plan Trust Less than 3 years Years 3 and 4 5 years or more You will have an income tax and NIC liability which is calculated based on the market value at the date the Partnership Shares ceased to be subject to the Sharebuild scheme. You will have an income tax and NIC liability which is calculated based on the lower of either the purchase price or market value at the date the Partnership Shares cease to be subject to the Sharebuild scheme. There is NO income tax or NIC liability. Retirement Redundancy Injury or disability Death Sale of business There is NO income tax or NIC liability. There is NO income tax or NIC liability. There is NO income tax or NIC liability. Choosing to sell Partnership Shares whilst still an employee of UBM You will have an income tax and NIC liability which is calculated based on the market value at the date the Partnership Shares cease to be subject to the Sharebuild scheme. You will have an income tax and NIC liability which is calculated based on the lower of either the purchase price or market value at the date the Partnership shares cease to be subject to the Sharebuild scheme. There is NO income tax or NIC liability. Share Incentive Plan 2016

11 Sharebuild Questions & Answers What if I am already participating in the Company s Sharesave Scheme? Your participation in Sharesave is entirely separate and does not impact on your participation in Sharebuild and vice versa. Are there any risks? Purchasing shares through Sharebuild is no more risky than purchasing shares directly. You should note the value of shares and the income from them can fall as well as rise and the amount invested may not be recovered. Do I have to join straight away? No. While you remain eligible to participate in Sharebuild, you can elect to join at any time by applying on-line. Applications received by the end of each month will be processed by Payroll. Deductions will start in the following month. How much can I contribute? You can choose to contribute in regular monthly payments (being not less than 10 and not greater than 150 per month) from your pre-tax salary. Your overall contribution in any month cannot exceed 10% of your taxable salary. If you apply for more than the Sharebuild scheme limits allow, Payroll will adjust your contribution for that month accordingly. What if I cannot afford a contribution every month? Sharebuild is designed for regular contributions and before joining, you should consider how much you can afford on a monthly basis taking into account the tax benefits available. You can stop or restart your contributions at any time by going online at UBM will ensure that your instruction is processed within 1 month, or as soon as practicable thereafter. You cannot make up any payments you have missed. If I do not participate immediately, will I get another chance? Yes, Sharebuild allows you to join each month. When are the shares purchased? Your monthly contributions are used to purchase Partnership Shares on a monthly basis by the Sharebuild scheme Trustees on your behalf. The Partnership Shares will be purchased on the 16th of each month or the following business day. At what price are shares allocated? Shares will be allocated to you by the Trustees at the market price on the day the Partnership Shares are purchased, in accordance with the Trust Deed and Rules. What will happen to the balance of money not used to buy Partnership Shares each month? The balance will be held in a non-interest bearing account and added to the following month s contribution. Share Incentive Plan 2016

12 Sharebuild Questions & Answers When will I become a shareholder and receive dividends? You will become the beneficial owner of Partnership Shares on the allocation date (normally the date on which the shares are purchased) and will then enjoy the right to vote on resolutions proposed at any UBM meetings. Any dividends paid on your Partnership Shares will be used to purchase further ordinary shares in UBM on your behalf. How will I know how many Partnership Shares I own? The Plan Administrator will send you an annual statement in June each year. Details will also be available at Will I have to pay tax? Income tax and NIC are not chargeable when shares are awarded. If you retain your Partnership Shares within the Trust for 5 years or if you leave for certain reasons, you will not be charged income tax or NIC on those shares. The sale of your Partnership Shares following withdrawal from the Sharebuild scheme may give rise to a CGT liability if the market value of the shares when they are sold exceeds their market value when they cease to be subject to the Sharebuild scheme. You are responsible for reporting any CGT liability to HM Revenue & Customs through self-assessment. Please click here for further information on taxation. What happens if I leave the Sharebuild scheme and wish to sell my shares? Subject to the terms and conditions already outlined earlier in this leaflet, you can sell your shares at any time by giving instructions to Equiniti. However, you need to bear in mind the UBM Sharedealing Code and the laws relating to market abuse. If you are subject to the Sharedealing Code you will have been informed by the Company, but if you are in any doubt, you should seek clarification from the Group Company Secretary. How do I sell my Partnership Shares? You can sell your shares on-line using a real time dealing service through the Equiniti ESP Portal. The on-line sales service gives you control over the share price you wish to accept for the sale of your Partnership Shares. During Stock Exchange normal trading hours, 8.00am to 4.30pm, the ESP Portal will display the current UBM share price and you will have 15 seconds to decide whether to sell your Partnership Shares or not. Visit and follow the process to access the ESP Portal. How do I find out more? If, having read this booklet, you need more information, please contact Equiniti on (or if calling from outside the United Kingdom). Lines are open from 8.30am to 5.30pm, Monday to Friday, excluding bank holidays in England and Wales. Share Incentive Plan 2016

13 How to apply HOW DO I APPLY FOR SHAREBUILD? The Employee Share Plan Portal (ESP Portal) has been developed to provide you with a fast and convenient way to apply for and manage your Sharebuild scheme. Once your registration is complete, you can access information regarding your Sharebuild scheme through one simple, easy to use on-line share plan platform. Go to and click register under the first time users section. Select UBM from the list and enter your details. To apply for Sharebuild online, you will need your National Insurance number (which can be found on your payslip) and your date of birth. Click on Apply for SIP under the I want to section of the site. If you also intend to apply for Sharesave, click on Apply for SAYE under the I want to section of the site (you do not need to register twice). Once you have registered, you will be sent an activation code in the post. When you have entered the code into the Portal, you will then be able to view your shares and transact online. You do not need the activation code to apply. If you have previously registered for an account (through your participation in the Sharesave scheme) then you will need your existing log in details to access the Portal. You can then apply by clicking on Apply for SIP under the I want to section of the site SHAREBUILD TIMETABLE SHAREBUILD OPENS 14 March 2016 MONTHLY CUT OFF Last working day of the month FIRST DEDUCTION April 2016 FIRST PURCHASE 16 May 2016 Sharesave 2016

14 Sharesave 2016

15 Welcome to UBM Sharesave 2016 SHARESAVE IS A FANTASTIC WAY FOR YOU TO SHARE IN THE SUCCESS YOU HELPED TO CREATE. It is a monthly savings scheme with the option to buy shares in UBM at an exclusive 20% discount. It s completely hassle free; you can apply on-line and your savings are deducted automatically from your salary each month. Last year, employees with 3 year Sharesave options maturing in June 2015 saw gains of 51% on maturity. More information on previous performance can be found in this brochure. You re already part of UBM and working to make us successful, so why not share in our success as well? Sharesave 2016

16 How it works You decide how much you would like to save each month, between 5 and 500 and whether you would like to save for 3 or 5 years. Then sit back and watch your savings grow. We grant you the option to buy shares in UBM with the savings at an exclusive discounted price (the Option Price ) 20% below the market price at the beginning of the scheme, which you can exercise at the end of the 3 or 5 years. We deduct your savings from your net salary each month. Your savings will automatically be deducted from your pay and paid into an account with Lloyds Bank plc ( the Bank ). Equiniti will send you a statement each year showing you how much you ve saved so far. Your savings, which are held with Lloyds Bank plc, are your own and are covered by the Financial Services Compensation Scheme. ( FSCS ). The FSCS can pay compensation to depositors if a bank is unable to meet its financial obligations. In respect of deposits, an eligible depositor is entitled to claim up to 85,000. For further information about the scheme please refer to the FSCS website or call the FSCS on telephone number or Alternatively, log onto for further information about the compensation scheme. You choose at the end of the 3 or 5 years whether to buy UBM shares at the Option Price or simply have your savings back. You Can t Lose What happens if the share price goes down? Well, you have a 20% discount so it would have to fall below this to stop your options making you a profit. If that did happen, you could simply have your savings back. So you can t lose. It s a simple and great way to share in our success and save for something special. Sharesave 2016

17 Savings and Ideas The table below shows how your savings build up and ideas of what you could do with that money: Monthly saving Savings after 3 years What you could do with your savings Paris for the weekend 50 1,800 Finish off that student loan 100 3,600 Go travelling 250 9,000 Buy a new car ,500 Home improvements ,000 Most of the above If you had been in the 2012 scheme that matured in 2015 and were saving 100 per month, look how your savings would ve grown: Total savings over 3 years 3,600 20% discounted share price p Number of shares this will buy 969 Share price on maturity 5.60 Value of shares on maturity 5, (a gain of 1,826.40) If you had joined Sharesave in 2012, saving 100 per month, and exercised your option as soon as possible after the maturity date (1 June 2015), your gain would have been 51%. Sharesave 2016

18 Sharesave Questions & Answers Can I stop saving or change my monthly amount? You are not locked into Sharesave and can stop saving at any time and get all your money back. However, if you do this you will not be able to buy the shares at the Option Price. Once you join, you cannot change the amount you save each month. Can I join a new scheme each year? You can join each year as long as you do not save more than 500 per month in total. If you are participating in a scheme which ends in 2016 and have missed any payments into this scheme, this will count towards your overall sharesave limit. What happens if I miss payments? You can miss up to 6 payments. Each one missed will result in your savings scheme being extended by one month. For example, if you miss one month s payment from this year s 3 year scheme, your last monthly payment will be June 2019 rather than May You will still be able to buy the shares at the Option Price from July If you miss 7 payments, your savings scheme will be cancelled and your savings to date will be returned to you (but we will write to you and remind you if you have missed any payments). What happens if I leave UBM? If you leave before the end of the 3 years or 5 years through resignation then you will get all of your money back. However, you will not be able to buy shares at the Option Price. If you leave at any time during the 3 or 5 years due to redundancy, injury, normal retirement or sale of business, you will be able to buy a reduced number of shares at the Option Price within 6 months of leaving, or you can have all your money back. But don t worry if you leave UBM you will receive a letter explaining the choices available. What happens if I go on special leave? If you go on special leave, for example, maternity leave, deductions from your pay will stop. You can arrange to make your monthly payments direct from your bank account whilst you are on leave by calling the Sharesave Helpline*. Sharesave Plan 2016

19 Sharesave Questions & Answers What happens at the end of 3 or 5 years? You can choose to: 1. Use your savings to buy UBM shares at the Option Price 2. Have all your savings back If you decide to buy UBM shares you can then either hold on to them as an investment or you can sell them straight away and benefit from any share price increase! Remember though, the decision is yours. Whatever you decide to do in 3 or 5 years, we will take care of it. The only thing you have to do is tell us what you want to do. Will I receive any interest on my savings? The amount of interest and any bonus is set by the Government (HMRC). Currently no bonus is payable on either of the 3 or 5 year plans. However, remember that if the share price goes up over the 3 or 5 years, you will see an increase in your savings I m moving, who do I need to tell? You must notify Equiniti by contacting the Sharesave Helpline*. * Equiniti Sharesave Helpline number is (or if you are calling from outside the United Kingdom. Lines are open 8.30am to 5.30pm Monday to Friday (excluding bank holidays in England and Wales. While this leaflet gives general guidance about the Sharesave Scheme, it does not override the formal Rules of the Scheme which are legally binding. If there is any inconsistency between this leaflet and the Rules of the Scheme, the Rules prevail. If you would like this booklet in an alternative format for example Braille or audio tape, please contact our helpline on (or if calling from outside the United Kingdom). It s a simple way to share in our success! Sharesave 2016

20 How to apply HOW DO I APPLY FOR SHARESAVE? 2016 SHARESAVE TIMETABLE The Employee Share Plan Portal (ESP Portal) has been developed to provide you with a fast and convenient way to apply for and manage your Sharesave scheme. Once your registration is complete, you can access information regarding your Sharesave scheme through one simple, easy to use on-line share plan platform. Go to and click register under the first time users section. Select UBM from the list and enter your details. To apply for Sharesave online, you will need your National Insurance number which can be found on your payslip and your date of birth. Click on Apply for SAYE under the I want to section of the site. If you also intend to apply for Sharebuild, click on Apply for SIP under the I want to section of the site (you do not need to register twice). Once you have registered, you will be sent an activation code in the post. When you have entered the code into the Portal, you will then be able to view your shares and transact online. You do not need the activation code to apply. If you have already registered for an account (through your participation in previous Sharesave schemes) then you will need your existing log in details to access the Portal. You can then apply by clicking on Apply for SAYE under the I want to section of the site. OPTION PRICE DETERMINED 9,10,11 March 2016 SHARESAVE OFFER PERIOD OPENS 14 March 2016 SHARESAVE OFFER PERIOD CLOSES 31 March 2016 OPTION CERTIFICATE POSTED 28 April 2016 FIRST DEDUCTION FROM SALARY May 2016 SHARESAVE CONTRACT START DATE 1 June 2016 Sharesave 2016

21 IMPORTANT NOTICE TO PARTICIPANTS If you are in any doubt as to the action you should take, you should consult a stockbroker, bank manager, solicitor, accountant or other independent financial adviser who is authorised under the Financial Services and Markets Act In the event of any conflict between the Rules of the Plan, the legislation and this booklet, the Rules of the Plan and the legislation will prevail. A small number of employees may lose some entitlement to State Benefits and/or Tax Credits if they participate in the UBM Share Incentive Plan. HM Revenue & Customs has produced leaflet IR177 which explains the effects buying shares may have on your entitlement which can be obtained from any office of the Department for Work and Pensions or from the website You should be aware that the information in this document does not constitute financial advice and if you have any concerns, you should seek advice from an independent financial adviser. SHARE OWNERSHIP RISKS Share ownership is not without risk. The value of shares can fall as well as rise compared to the price paid for them and you may not get back the amount you invested. If you are in any doubt, you should consult an independent financial adviser as to whether this type of investment is appropriate for your individual circumstances. This booklet is for information purpose only and should not be regarded as a recommendation to buy, sell or hold shares. CONTACT DETAILS PLAN TRUSTEE Equiniti Share Plan Trustees Limited Highdown House Yeoman Way Worthing West Sussex BN13 3RA United Kingdom PLAN ADMINISTRATOR Equiniti Limited Aspect House Spencer Road Lancing West Sussex BN99 6DA United Kingdom Tel: * (or if calling from outside the United Kingdom). If you would like this brochure in an alternative format, for example large print, Braille or audio tape, please contact our helpline (or if calling from outside the United Kingdom) or Textel/Minicom Service on (or if calling from outside the United Kingdom). * Lines are open from 8.30am until 5.30pm Monday to Friday excluding bank holidays in England and Wales. Share Incentive Plan/Sharesave 2016 Back to the start