STV GROUP PLC — AGM Information 2011

Apr 20, 2011

STV Group plc

Company No. SC203873

At the Annual General Meeting of STV Group plc held on 20 April 2011, the following Resolutions were duly passed:-

Ordinary Resolutions

• "To consider and adopt the annual accounts of the Company for the financial year ended 31 $1.$ December 2010 which includes the report by the directors, the Remuneration Report by the directors and the report by the auditors on the annual accounts and the auditable part of the Remuneration Report."
• "To approve the report by the directors on remuneration for the financial year ended 31 $2₁$ December 2010."
• To re-elect Richard Findlay as a director of the Company $3.$
• "To re-elect Rob Woodward as a director of the Company." $\overline{4}$ .
• 1. "To re-elect Jamie Matheson as a director of the Company."
• "To re-appoint PricewaterhouseCoopers LLP as the auditors of the Company to hold office 6. until the conclusion of the next general meeting at which accounts are laid and to authorise the Audit Committee to fix the remuneration of the auditors."
• $7.$ "That for the purpose of Section 551 of the Companies Act 2006 (the "Act"), the directors be and are hereby generally and unconditionally authorised to exercise all the powers of the Company to allot equity securities (within the meaning of Section 560 of the Act) up to an aggregate nominal amount of £6,389,406 provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of the resolution, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities pursuant to any such offer or agreement as if the authority conferred by this resolution had not expired and further:

That the directors be and are hereby generally and unconditionally authorised to exercise all the powers of the Company to allot equity securities (within the meaning of Section 560 of the Act) in connection with a rights issue in favour of ordinary shareholders of the Company where the equity securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to the respective number of ordinary shares held by them in the Company, or in favour of the holders of equity securities as required by the rights of those securities; up to an aggregate nominal amount of £6,389,406 provided that this authority shall expire on the date of the next Annual General Meeting of the Company after the passing of the resolution, but so that the directors may at any time prior to such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities pursuant to any such offer or agreement as if the authority conferred by this resolution had not expired."

1. "That the amendment to the rules of the STV Group plc Sharesave Scheme (formally the SMG plc Sharesave Scheme) (the "Scheme") contained in the amended rules of the Scheme produced in draft to this meeting and, for the purposes of identification, initialled by the Chairman, be approved and the Directors be authorised to adopt the amended Scheme and to do all such acts and things as they consider necessary or expedient for the purposes of implementing it including making any amendments required by HM Revenue & Customs in order to obtain approval of the Scheme under Schedule 3 of the Income Tax (Earnings and Pensions) Act 2003."

Special Resolutions

• 1. "That subject to the passing of resolution 7 the directors be and are hereby empowered pursuant to Section 570 of the Act to allot equity securities (within the meaning of Section 560 of the Act) for cash pursuant to the authority conferred by resolution 7as if Section 561 of the Act did not apply to any such allotment, provided that this power shall be limited to:-
• (a) the allotment of equity securities in connection with a rights issue, open offer or other offer of securities in favour of the holders of the ordinary shares of 50p each in the capital of the Company where the equity securities respectively attributable to the interest of all such holders are proportionate (as nearly as may be) to the respective number of ordinary shares held by them, subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or legal or practical problems arising under the laws or requirements of any recognised regulatory body or any Stock Exchange or otherwise in any territory; and
• (b) the allotment of equity securities (otherwise than pursuant to sub-paragraph (a) above) having, in the case of ordinary shares (as defined in Section 560 of the Act) a nominal value or, in the case of other securities giving the right to subscribe or convert into ordinary shares having a nominal value, not exceeding in the aggregate £958,410;

The authority shall expire on the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities pursuant to any such offer or agreement as if the authority conferred by this resolution had not expired."

• $10₁$ "That the Company be and is hereby generally and unconditionally authorised pursuant to Section 701 of the Act to make market purchases (as defined in Section 693(A) of the Act) of ordinary shares of 50p each in the capital of the Company ("Shares") and the directors be and are hereby generally and unconditionally authorised to exercise all the powers of the Company to purchase the Shares, provided that:-
• (a) the nominal value of maximum number of Shares acquired pursuant to this authority shall not exceed £1,916,821;
• (b) the minimum price which may be paid by the Company for a Share purchased pursuant to this authority shall be 50p;
• (c) the maximum price which may be paid by the Company for a Share purchased pursuant to this authority shall not be more than the higher of: (i) 5% above the average of the middle market quotations for a Share derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such Share is purchased; and (ii) the price stipulated by Article 5(1) of the Buy-Back and Stabilisation Regulation (EC2273/2003); and
• (d) unless renewed, the authority conferred by this resolution shall expire on the earlier of the conclusion of the next Annual General Meeting of the Company after the passing of this resolution and the expiry of 12 months from the date of passing this resolution, save that the Company may before such expiry make a contract to purchase which will or may be executed wholly or partly after the expiry of such authority and the Company may make a purchase of such Shares after such expiry pursuant to such contract."
• $11.$ "That the Company be entitled to hold general meetings of the shareholders of the Company (with the exception of annual general meetings) on the provision of 14 clear days notice to the Company's shareholders."

Ordinary Resolution

"To approve and adopt the rules of the STV Group plc Discretionary Performance Related Bonus
Plan." $12.$

Jame Et Jannes