ITV PLC — AGM Information 2019

May 8, 2019

ITV plc

Company number 4967001

ORDINARY AND SPECIAL RESOLUTIONS

At the Annual General Meeting of the Company duly convened and held at the Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE at 11am on Wednesday 8 May 2019 the following Resolutions were duly passed as Special Business:

Resolution 16 – 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 a 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 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 maybe practicable) to their existing holdings; and
• (ii) to holders of other equity securities as required by the rights of those securities or as the Board otherwise considers necessary or appropriate;

so that the Board may make such exclusions or other arrangements as it deems necessary or expedient in relation to treasury shares, fractional entitlements, record dates, 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, 8 August 2020;
• (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 17 – Disapplication of pre‐emption rights – Special Resolution

That, if Resolution 16 is passed, the Board 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 and sale of treasury shares in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of Resolution 16 by way of rightsissue only) in favour of ordinary shareholdersin proportion (as nearly as may be practicable) to their existing holding and holders of other equity securities, as required by the rights of those securities, or as the Board otherwise consider necessary or appropriate, subject to such exclusions or other arrangements as the Board may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, 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, 8 August 2020 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 asif the authority had not expired.

Resolution 18 – Disapplication of pre‐emption rights – Special resolution

That, if Resolution 16 is passed, the Board be authorised in addition to any authority granted under Resolution 17 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, 8 August 2020 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 asif the authority had not expired.

Resolution 19 – 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 has effect, 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, 8 August 2020.

Resolution 20 – Purchase of own shares– Special Resolution

That the Company is generally and unconditionally authorised for the purposes of section 701 of the 2006 Act, 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, 8 August 2020 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) an amount equal to 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 higher of the price of the last independent trade of an ordinary share of the Company and the highest current independent bid for an ordinary share on the trading venue where the purchase will be carried out; 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 contact or contracts as if the authority had not expired.

Resolution 21 – 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 days' notice from the date this Resolution is passed to the conclusion of the next AGM or, if earlier, 8 August 2020.