CCC Clarivate Plc

PROXY STATEMENT

INFORMATION CONCERNING VOTING AND PROXY SOLICITATION

This Proxy Statement is being furnished to you in connection with the solicitation by the Board of Directors of Clarivate Plc, a company limited by shares incorporated under the laws of Jersey, Channel Islands, of proxies for the General Meeting of Shareholders and any adjournments or postponements thereof.

The General Meeting will be held at THE GROVE, Chandler’s Cross, Hertfordshire, WD3 4TG, United Kingdom.

Shareholders may also listen to the General Meeting through our webcast via the event information set forth below.

This Proxy Statement and the accompanying form of Proxy Card are being first sent to shareholders on or about [             ], 2023.

References in this Proxy Statement to “we,” “us,” “our,” the “Company,” and “Clarivate” refer to Clarivate Plc.

Appointment of Proxy Holders

The Board of Directors of Clarivate (the “Board of Directors” or “Board”) asks you to appoint the following individuals as your proxy holders to vote your shares at the General Meeting of Shareholders:

Andrew Snyder

Non-Executive Chairman

Jonathan Gear

Chief Executive Officer

Jonathan Collins

Executive Vice President and Chief Financial Officer

Jaspal Chahal

Chief Legal Officer and General Counsel

You may make this appointment by using one of the methods described below. If appointed by you, the proxy holders will vote your shares as you direct on the matters described in this Proxy Statement. In the absence of your direction, they will vote your shares as recommended by the Board.

Unless you otherwise indicate on the Proxy Card, you also authorize your proxy holders to vote your shares on any matters not known by the Board at the time this Proxy Statement was printed and that, under our Articles of Association, may be properly presented for action at the General Meeting. If you do not wish to appoint Messrs. Snyder, Gear, and Collins and Ms. Chahal as your proxies, you need not do so. Any shareholder who is entitled to vote at the General Meeting is entitled to appoint one or more proxies to attend and vote instead of that shareholder. A proxy need not be a shareholder. Any such appointment must be submitted to the Company in accordance with its Articles of Association.

Who Can Vote

Only shareholders who owned our ordinary shares at the close of business on June 22, 2023 – the “Record Date” for the General Meeting – can vote at the General Meeting.

Each holder of our ordinary shares is entitled to one vote for each share held as of the Record Date. As of the close of business on the Record Date, we had [            ] ordinary shares outstanding and entitled to vote.

How You Can Vote

You may vote your shares at the General Meeting by proxy, as described below. If your shares are held in the name of a bank or broker, voting by proxy will depend on the processes of the bank or broker, and you should follow the voting instructions on the form you receive from your bank or broker.

Voting by Proxy. Shareholders of record may appoint a proxy by signing, dating, and returning the Proxy Card in the enclosed postage-paid return envelope or by email, or by following the instructions for internet voting provided on the Proxy Card. Carefully review and follow the instructions on the enclosed Proxy Card. The shares represented will be voted in accordance with the directions in the Proxy Card.

A form of proxy different from the Proxy Card may be submitted to the Company in the manner contemplated by the Articles of Association.

Voting at the General Meeting. Each shareholder of record has the opportunity to vote in person at the General Meeting. If your shares are not registered in your name (for instance, if you hold shares through a broker, bank, or other institution), please advise the shareholder of record that you wish to attend; that firm will then provide you with evidence of ownership that will be required for admission to the General Meeting.

Revocation of Proxies

Shareholders can revoke their proxies at any time before they are exercised in any of the following ways:

Quorum

A quorum, which is shareholders holding in aggregate not less than a simple majority of all ordinary shares outstanding present in person or by proxy and entitled to vote (provided there are present in person at least two shareholders entitled to vote), must be present to hold the General Meeting. A quorum is calculated based on the number of shares represented by the shareholders attending in person and by their proxy holders. If you indicate an abstention as your voting preference, your shares will be counted toward a quorum but they will not be voted on any given proposal. “Broker non-votes” (see “Required Vote” below) will be counted as ordinary shares that are present for the purpose of determining the presence of a quorum but will have no effect with respect to any matter for which a broker does not have authority to vote.

Required Vote

The Open-Market Share Repurchase Proposal will be passed if approved by two-thirds of the votes cast by, or on behalf of, the shareholders entitled to vote in person or represented by proxy.

Please note that under New York Stock Exchange (“NYSE”) rules, brokers may not vote your shares on certain “non-routine” matters without your voting instructions. Accordingly, if you do not provide your broker or other nominee with instructions on how to vote your shares, this will be considered a “broker non-vote” and your broker or nominee will not be permitted to vote those shares on the Open-Market Share Repurchase Proposal.

We encourage you to provide instructions to your broker regarding the voting of your shares.

Please note that “vote cast” means a vote “FOR” or “AGAINST” a proposal. An abstention, or “ABSTAIN” vote, is not a “vote cast” and will not factor into whether a Proposal is passed.

Solicitation of Proxies

We pay the cost of printing and mailing the Notice of General Meeting and all proxy and voting materials. We have retained D.F. King & Co., Inc. to aid in the solicitation of proxies by mail, telephone, facsimile, e-mail and personal solicitation for a fee of $10,500, plus reasonable expenses. Our directors, officers and other employees may participate in the solicitation of proxies by personal interview, telephone, or email. No additional compensation will be paid to our directors, officers or other employees for solicitation. We will reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation materials to beneficial owners of our ordinary shares.

Shareholders Who Share an Address

Multiple Clarivate shareholders who share an address may receive only one copy of this Proxy Statement, unless the shareholder gives instructions to the contrary. We will deliver promptly a separate copy of this Proxy Statement to any Clarivate shareholder who resides at a shared address and to which a single copy of the Proxy Statement was delivered if the shareholder makes a request by contacting the Secretary at:

Clarivate Plc

70 St. Mary Axe

London EC3 8BA

United Kingdom

(or by telephone: +44 207 4334000)

Multiple shareholders who share a single address and who receive multiple copies of the Proxy Statement and who wish to receive a single copy at that address in the future will need to contact their bank, broker, or other nominee.

Forward-Looking Statements

This proxy statement includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements,” within the meaning of the “safe harbor provisions” of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts.

The forward-looking statements contained in this proxy statement are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks and uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include those factors discussed under the caption “Risk Factors” in our annual report on Form 10-K, along with our other filings with the U.S. Securities and Exchange Commission (“SEC”). We will not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

THE OPEN-MARKET SHARE REPURCHASE PROPOSAL

Background and Reason for the Proposal

As a company incorporated in Jersey, Channel Islands and subject to the Companies (Jersey) Law 1991, Clarivate may only effect open-market repurchases of its ordinary shares pursuant to a special resolution of its shareholders. If authorized by a resolution of its shareholders, any ordinary shares that Clarivate repurchases may be held by it as treasury shares, and may, at Clarivate’s option, be cancelled, sold, transferred for the purposes of or under an employee share scheme or held without cancelling, selling or transferring them.

On May 7, 2020, a special resolution was passed giving authority to the Company to conduct open-market purchases of its ordinary shares from time to time, as approved by the Board of Directors, provided that (i) the authority extended from May 7, 2020 to May 6, 2025, inclusive; (ii) the price per ordinary share (exclusive of brokerage fees and commissions) paid by the Company pursuant to the authority not be less than $10 per share nor in excess of $150 per share; and (iii) the Company not purchase more than 50,000,000 ordinary shares (without giving effect to purchases pursuant to any other authority) (the “2020 Authorization”). On May 5, 2022, an additional special resolution was passed giving authority to the Company to conduct open-market purchases of its ordinary shares from time to time, as approved by the Board of Directors, provided that (i) the authority extended from May 5, 2022 to May 4, 2027, inclusive; (ii) the price per ordinary share (exclusive of brokerage fees and commissions) paid by the Company pursuant to the authority not be less than $10 per share nor in excess of $150 per share; and (iii) the Company not purchase more than 100,000,000 ordinary shares (without giving effect to purchases pursuant to any other authority) (the “2022 Authorization”).

As previously disclosed, the Company has made significant progress towards its target leverage range and is now seeking to resume its share repurchase program in order to increase shareholder returns. The Board of Directors has determined it is in the best interest of the Company and its shareholders to update its share repurchase authority to, among other things, (i) extend the duration and (ii) decrease the minimum and maximum share prices. If this proposal is approved by shareholders, the 2023 open-market share repurchase authorization will supersede and replace the existing 2020 Authorization and 2022 Authorization.

The Company is seeking shareholder approval to permit it to conduct open-market repurchases of its ordinary shares from time to time as approved by the Board of Directors (including through Rule 10b5-1 trading plans or through the use of other techniques such as accelerated share repurchases), subject to the following terms and conditions:

Approval of the Open-Market Share Repurchase Proposal is not an approval of the specific amount or timing of any particular repurchase activity. The Board of Directors has approved a $500 million share repurchase program for repurchases from time to time through the end of December 31, 2024. Such repurchases may be effected through any method or program determined by the Board, including through Rule 10b5-1 trading plans or the use of other techniques such as accelerated share repurchases. However, there can be no assurance as to whether the Company will repurchase any of its shares or as to the amount of any such repurchases or the prices at which such repurchases may be made.

Vote Required

The Company will be authorized to conduct open-market share repurchases if approved by two-thirds of the votes cast by, or on behalf of, the shareholders entitled to vote in person or represented by proxy.

Text of Proposed Resolutions

RESOLVED AS A SPECIAL RESOLUTION, that the Company is hereby authorized to conduct open-market purchases of its ordinary shares from time to time as approved by the Board of Directors; provided that (i) this purchase authority shall extend from July 27, 2023 to July 26, 2028, inclusive; (ii) the price per ordinary share (exclusive of brokerage fees and commissions) paid by the Company to repurchase ordinary shares pursuant to this resolution shall not be less than $1.00 per share nor in excess of $35.00 per share; and (iii) the Company shall not purchase more than 100,000,000 ordinary shares pursuant to this resolution (without giving effect to purchases pursuant to any other resolution); and further

RESOLVED, that, subject to Article 57(7) of the Companies (Jersey) Law 1991, any ordinary shares that the Company purchases pursuant to the foregoing resolution may be held by it as treasury shares, and may, at the Company’s option, be cancelled, sold, transferred for the purposes of or under an employee share scheme or held without cancelling, selling or transferring them.