AGM Statement

RNS Number : 7897E

ITV PLC

11 May 2017

 

ITV plc

Company Number 4967001

Annual General Meeting 2017

Poll Figures

At the Annual General Meeting of the members of ITV plc duly convened and held at the Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE on Wednesday 10 May 2017 a poll was held on each resolution proposed, which were as follows:

Res
No:		Description	For	%	Against	%	Withheld
1		Report and Accounts	2,975,219,751	99.73%	8,030,338	0.27%	4,329,080
2		Remuneration Report	2,827,532,129	94.72%	157,593,427	5.28%	2,453,612
3		Remuneration Policy	2,945,550,900	98.75%	37,188,567	1.25%	4,839,701
4		Declaration of Final Dividend	2,987,393,316	100.00%	8,266	0.00%	177,587
5		Declaration of Special Dividend	2,987,393,621	100.00%	12,961	0.00%	172,587
6		Elect Salman Amin	2,956,237,536	98.96%	31,080,729	1.04%	260,904
7		Re-elect Peter Bazalgette	2,932,642,192	98.17%	54,726,764	1.83%	210,212
8		Re-elect Adam Crozier	2,986,268,054	100.00%	58,459	0.00%	243,119
9		Re-elect Roger Faxon	2,975,482,321	99.60%	11,881,062	0.40%	215,786
10		Re-elect Ian Griffiths	2,981,033,152	99.79%	6,334,047	0.21%	211,970
11		Re-elect Mary Harris	2,967,986,303	99.35%	19,376,918	0.65%	215,947
12		Re-elect Andy Haste	2,793,874,670	99.57%	11,952,291	0.43%	181,752,208
13		Re-elect Anna Manz	2,975,488,076	99.60%	11,875,307	0.40%	215,786
14		Re-elect John Ormerod	2,965,092,756	99.27%	21,805,572	0.73%	680,840
15		Re-appoint KPMG LLP	2,948,207,445	98.69%	39,167,512	1.31%	204,211
16		Auditors' remuneration	2,984,719,082	99.91%	2,668,603	0.09%	191,484
17		Authority to allot shares	2,604,868,032	87.20%	382,445,571	12.80%	265,566
18		Disapplication of pre-emption rights	2,977,035,452	99.65%	10,312,249	0.35%	231,068
19		Disapplication of pre-emption rights 2	2,623,993,214	87.84%	363,348,557	12.16%	236,997
20		Political Donations	2,957,973,699	99.42%	17,369,977	0.58%	12,235,093
21		Purchase of own shares	2,954,331,886	98.96%	30,954,748	1.04%	2,292,134
22		Notice period for General Meetings	2,885,174,415	96.97%	90,170,648	3.03%	12,234,106

Resolutions 18, 19, 21 and 22 were proposed as special resolutions.

The votes withheld are not a vote in law and are not counted in the overall voting figures.

Number of shares in issue: 4,025,409,194.

Further detail on the poll figures can be found at www.itvplc.com, in the Investors section.

Special business

The Resolutions set out below were duly passed as special business:

Resolution 17 - Renewal of authority to allot shares - Ordinary Resolution

That the Board be generally and unconditionally authorised to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:

(a)         up to an aggregate nominal amount of £134 million (such amount to be reduced by any allotments or grants made under paragraph (b) below in excess of such sum); and

(b)      comprising equity securities (as defined in the Companies Act 2006 (the "2006 Act")) up to a nominal amount of £268 million (such amount to be reduced by any allotments or grants made under paragraph (a) above) in connection with an offer by way of a rights issue:

(i)   to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

(ii)  to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary or appropriate;

so that the Directors may make such exclusions or other arrangements as they deem necessary or expedient in relation to fractional entitlements, legal or practical problems under the laws

of, or the requirements of any relevant regulatory body or stock exchange in, any territory, or any matter whatsoever, on the following terms:

(1)        this authority expires (unless previously renewed, varied or revoked) on the date of the Company's next AGM or, if earlier, 10 August 2018;

(2)      the Company is entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors shall be entitled to allot shares and grant Rights pursuant to any such offer or agreement as if this authority had not expired; and

(3)        the authority is in substitution for all existing unused authorities.

Resolution 18 - Disapplication of pre-emption rights - Special Resolution

That if Resolution 17 is passed, the Directors be authorised to allot equity securities (as defined in the 2006 Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the 2006 Act did not apply to any such allotment or sale, such authority to be limited:

(a)        to the allotment or sale of equity securities in connection with an offer of securities (but in the case of the authority granted under paragraph (b) of Resolution 17 by way of rights issue only) in favour of ordinary shareholders where the equity securities respectively attributable to the interests of the ordinary shareholders (other than the Company) are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them and holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary or appropriate, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, legal or practical problems under the laws of, or the requirements of any relevant regulatory body or stock exchange in, any territory, or any other matter; and

(b)        to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a total nominal value of £20.1 million;

such authority to expire at the end of the next AGM or, if earlier, 10 August 2018 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Resolution 19 - Disapplication of Pre-emption Rights (2) - Special Resolution

That if Resolution 17 is passed, the Board be authorised in addition to any authority granted under Resolution 18 to allot equity securities (as defined in the 2006 Act) for cash under authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the 2006 Act did not apply to any such allotment or sale, such authority to be:

(a)        limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £20.1 million; and

(b)        used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire at the end of the next AGM or, if earlier, 10 August 2018 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Resolution 20 - Political Donations - Ordinary Resolution

That in accordance with sections 366 and 367 of the 2006 Act, the Company and any company which is, or becomes, a subsidiary of the Company during the period to which this Resolution relates, be and is hereby authorised to make political donations and incur political expenditure, as defined in sections 364 and 365 of the 2006 Act, not exceeding £100,000 in total from the date this resolution is passed to the conclusion of the next AGM or, if earlier, 10 August 2018.

Resolution 21 -Purchase of own shares- Special Resolution

That the Company is generally and unconditionally authorised to make market purchases (as defined in section 693(4) of the 2006 Act) of its own shares up to an aggregate number of 402.5 million ordinary shares (representing approximately 10% of the Company's issued ordinary share capital) from the date this resolution is passed to the conclusion of the next AGM or, if earlier, 10 August 2018 subject to the following conditions:

(a)        the minimum price per ordinary share, exclusive of any expenses payable, is 10 pence;

(b)        the maximum price per ordinary share, exclusive of expenses shall be the higher of:

(i)   5% above the average of the middle market quotations as derived from the London Stock Exchange Daily Official List for an ordinary share over five business days before the purchase; and

(ii)  the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase will be carried out; and

(iii)  the Company shall be entitled, before the expiry of this authority, to enter into any contract for the purchase of its own shares which might be executed and completed wholly or partly after such expiry and to make purchases of its own shares in pursuance of any such contact or contracts.

Resolution 22 -Length of notice period for general meetings- Special Resolution

That in accordance with Article 43.1 of the Company's Articles of Association, a general meeting other than an AGM may be called on not less than 14 clear day's notice.

Copies of the resolutions passed other than ordinary business will shortly be available for inspection at: www.morningstar.co.uk/uk/NSM

 

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