Result of AGM

RNS Number : 2050Y

ITV PLC

13 May 2016

 

ITV plc

Company Number 4967001

Annual General Meeting 2016

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 Thursday 12 May 2016 a poll was held on each resolution proposed, which were as follows:

Res
No:		Description	For	%	Against	%	Withheld
1		Report and Accounts	3,159,600,937	99.70%	9,491,241	0.30%	4,601,004
2		Remuneration Report	3,002,101,203	96.15%	120,053,675	3.85%	51,538,304
3		Declaration of Final Dividend	3,173,469,443	100.00%	14,705	0.00%	207,412
4		Declaration on a Special Dividend	3,172,695,453	99.98%	775,100	0.02%	222,629
5		Elect Anna Manz	3,172,701,422	99.98%	637,024	0.02%	354,607
6		Re-elect Peter Bazalgette	3,167,387,051	99.81%	5,966,934	0.19%	339,068
7		Re-elect Adam Crozier	3,167,604,468	99.82%	5,785,919	0.18%	302,795
8		Re-elect Roger Faxon	3,169,661,105	99.88%	3,661,442	0.12%	367,108
9		Re-elect Ian Griffiths	3,167,563,903	99.82%	5,802,416	0.18%	323,336
10		Re-elect Mary Harris	3,020,846,171	99.45%	16,645,742	0.55%	136,201,140
11		Re-elect Andy Haste	3,076,841,921	96.96%	96,471,761	3.04%	375,973
12		Re-elect John Ormerod	3,165,455,059	99.75%	7,909,329	0.25%	328,794
13		Re-appoint KPMG LLP	3,111,294,503	98.04%	62,110,755	1.96%	284,526
14		Auditors' remuneration	3,169,485,818	99.88%	3,889,441	0.12%	314,570
15		Authority to allot shares	2,963,904,663	93.89%	192,760,906	6.11%	17,027,613
16		Disapplication of pre-emption rights	2,899,558,902	95.46%	137,908,749	4.54%	136,221,943
17		Political Donations	3,140,570,205	99.50%	15,889,854	0.50%	17,232,303
18		Purchase of own shares	3,126,201,391	98.51%	47,178,686	1.49%	309,100
19		Notice period for General Meetings	2,906,477,364	92.11%	248,973,857	7.89%	18,232,634
20		Articles of Association	3,152,202,955	99.92%	2,388,222	0.08%	19,098,746
21		Share Incentive Plan	3,167,400,755	99.89%	3,593,236	0.11%	2,696,132

Resolutions 16, 18, 19 and 20 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 15 - Renewal of authority to allot shares - Ordinary Resolution

That the directors be and are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 Act (the "2006 Act") to exercise all the Company's powers to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company ("Rights"):

(a)  up to an aggregate nominal amount of £134 million; and

(b)  in addition to and without prejudice to paragraph (a) above, comprising equity securities (within the meaning of section 560 of the 2006 Act) up to a nominal amount of £134 million in connection with an offer by way of 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; and

(iii)  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 Annual General Meeting or, if earlier, on 12 August 2017; and

(2)  the directors are 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 16 - Disapplication of pre-emption rights - Special Resolution

That the directors be and are hereby empowered pursuant to section 570 and section 573 of the 2006 Act to allot equity securities (within the meaning of section 560 of the 2006 Act) for cash, either pursuant to the authority conferred by Resolution 16 above or by way of a sale of treasury shares, as if section 561(1) of the 2006 Act did not apply to any such allotment on the following terms:

(a)  this power is limited to the allotment or sale of equity securities:

(i)   in connection with an offer of securities (but in the case of the authority granted under paragraph (b) of Resolution 15 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

(ii)   otherwise than under paragraph (i), up to a total nominal value of £40.25 million;

(b)  this power expires (unless previously renewed, varied or revoked) upon the date of the Company's next Annual General Meeting or, if earlier, 12 August 2017;

(c)  before this power expires, the directors may make offers or agreements which would or might require equity securities to be allotted after it expires and the directors are entitled to allot or sell equity securities pursuant to any such offer or agreement as if this power had not expired; and

(d)  this power is in substitution of all unexercised powers given for the purposes of section 570 of the 2006 Act.

Resolution 17 - 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 Annual General Meeting or, if earlier, 12 August 2017.

Resolution 18 - 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 Annual General Meeting or, if earlier, 12 August 2017 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)   that stipulated by Article 5(1) of the Buy-back and Stabilisation Regulations 2003, and

(c)  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 contract or contracts.

Resolution 19 - 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 Annual General Meeting may be called on not less than 14 clear days' notice.

Resolution 20 - Articles of Association - Special Resolution

That the Articles of Association as produced to the meeting and initially by the Chairman for the purpose of identification be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association.

Resolution 21 - Articles of Association - Ordinary Resolution

That:

(a)  the ITV plc Share Incentive Plan ("SIP"), the main terms of which were summarised in the Explanatory Notes in the Notice of Meeting and a copy of which was produced to the meeting and initialled by the Chairman for the purposes of identification was hereby approved; and

(b)  the directors be authorised to:

(i)   make such amendments to the draft terms of the SIP as they may consider necessary or desirable to take account of the Model Code and best practice and to ensure the SIP may be certified as required under Schedule 2 to the Income Tax (Earnings and Pensions) Act 2003 and to adopt the SIP as so modified and to do all acts and things which they consider necessary or expedient for the purposes of implementing and operating the SIP; and

(ii)  to establish further plans based on the SUP but modified to take account of local tax, exchange control, securities laws or other laws in overseas territories, provided that any shares made available under such further plans are treated as counting against the limits on individual or overall participation in the SIP.

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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