CENTAUR MEDIA PLC

Declaration of Voting Results & Voting Rights Announcements • May 17, 2019

Centaur Media plc Incorporated in England and Wales Registration number: 04948078 LEI: 2138005WK87G7DQRQI62 ISIN: GB0034291418

17 May 2019

Centaur Media Plc

Results of the 2019 Annual General Meeting

Centaur Media Plc (the "Company") announces that at its Annual General Meeting held at 12.30 pm today, Friday 17 May 2019, all resolutions were passed without amendment on a show of hands.

Results of the proxy votes received for each resolution are as follows:

	Resolution	Number of votes for	Percentage of total votes cast	Number of votes against	Percentage of total votes cast	Number of votes withheld	Total number of shares over which proxy forms were submitted
1.	To receive the Company's annual accounts and the Directors' and Auditors' reports for the year ended 31 December 2018	116,788,109	100	Nil	0	Nil	116,788,109
2.	To approve the Directors' remuneration report for the year ended 31 December 2018	116,764,376	99.98	20,500	0.02	3,233	116,788,109
3.	To approve the Directors' remuneration policy	102,537,475	87.80	14,247,400	12.20	3,233	116,788,109
4.	To declare a final dividend of 1.5p per ordinary share	116,788,109	100	Nil	0	Nil	116,788,109
5.	To elect Colin Jones as a Director	116,781,476	100	Nil	0	6,633	116,788,109

6. To re-elect William Eccleshare as a Director	114,439,702	99.57	494,588	0.43	1,853,849	116,788,109
7. To re-elect Neil Johnson as a Director until he stands down on 30 June 2019	116,478,938	99.74	302,538	0.26	6,633	116,788,109
8. To re-elect Rebecca Miskin as a Director	116,781,476	100	Nil	0	6,633	116,788,109
9. To re-elect Robert Boyle as a Director	114,934,260	98.42	1,847,216	1.58	6,633	116,788,109
10. To re-elect Andria Vidler as a Director	116,781,476	100	Nil	0	6,633	116,788,109
11. To re-elect Swagatam Mukerji as a Director	116,769,638	99.99	11,838	0.01	6,633	116,788,109
12. To re-appoint Pricewaterhouse Coopers LLP as auditors to the Company	116,763,792	99.99	22,684	0.01	1,633	116,788,109
13. To authorise the Audit Committee to fix auditors' remuneration	111,748,925	95.69	5,039,184	4.31	Nil	116,788,109
14. To authorise the Directors to allot shares or grant subscription rights under section 551 Companies Act 2006	116,772,260	99.99	12,000	0.01	3,849	116,788,109
15. To disapply statutory pre emption rights under section 570 Companies Act 2006	111,759,260	95.70	5,026,600	4.30	2,249	116,788,109
16. Additional authority to disapply statutory pre-emption	111,757,627	95.70	5,026,600	4.30	3,882	116,788,109

rights under section 571 Companies Act 2006
17. To authorise the Company to make market purchases of its own ordinary shares under section 701 Companies Act 2006	116,780,760	99.99	3,500	0.01	3,849	116,788,109
18. To permit general meetings (other than an annual general meeting) to be called on 14 clear days' notice	116,772,260	99.99	12,000	0.01	3,849	116,788,109
19. To approve the Centaur Media Plc 2019 Incentive Plan	102,552,870	87.81	14,230,400	12.19	4,838	116,788,109

A copy of the resolutions passed at the Annual General Meeting (other than resolutions concerning ordinary business) has been submitted to the National Storage Mechanism in accordance with 9.6.2(R) of the Listing Rules and will shortly be available for inspection.

Notes:

• (1) A "vote withheld" is not a vote in law and is not counted in the total number of votes cast for or against a resolution.
• (2) Resolutions 1-14 and 19 were ordinary resolutions and resolutions 15-18 were special resolutions.
• (3) There were 151,410,226 ordinary shares in issue in the Company including 6,964,613 treasury shares at 12.30 pm on 15 May 2019, the deadline for receipt of proxy votes. Therefore, the total voting rights in the Company at 12.30 pm on 15 May 2019, the deadline for receipt of proxy votes, was 144,445,613.

Name of contact and telephone number for queries:

Helen Silver Company Secretary 020 7970 4000