STV GROUP PLC

AGM Information • Apr 21, 2022

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title: "[ ] LIMITED"
author: "Lorna Tunn"
date: 2022-03-30 09:18:00+00:00
processor: python-docx+mammoth
status: success

---

STV Group plc

Company No. SC203873

At the Annual General Meeting of STV Group plc held on 21 April 2022, the following Resolutions were duly passed:-

Ordinary Resolutions

1. “To receive the annual accounts of the Company for the financial year ended 31 December 2021 which includes the reports of the Directors and the report by the auditors on the annual accounts and the auditable part of the Directors’ Remuneration Report.”

2. “To approve the Directors’ Remuneration Report in the form set out on pages 79 to 87 of the Annual Report and Accounts for the financial year ended 31 December 2021.”

3. “To declare a final dividend of 7.3p per ordinary share for the year ended 31 December 2021.”

4. “To re-elect Paul Reynolds as a Director of the Company.”

5. “To re–elect Simon Pitts as a Director of the Company.”

6. “To re–elect Lindsay Dixon as a Director of the Company.”

7. “To re–elect Simon Miller as a Director of the Company.”

8.“To re-elect Anne Marie Cannon as a Director of the Company.”

9.“To re–elect Ian Steele as a Director of the Company.”

10.“To re–elect David Bergg as a Director of the Company.”

1. “To re-elect Aki Mandhar as a Director of the Company.”

12.“To re–appoint PricewaterhouseCoopers LLP as the auditors of the Company to hold office until the conclusion of the next general meeting at which accounts are laid.”

13.“To authorise the Audit & Risk Committee to fix the remuneration of the auditors of the Company.”

14.“That for the purpose of Section 551 of the Companies Act 2006, 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 that Act):

(a) up to an aggregate nominal amount of £7,787,083;

(b) up to an aggregate nominal amount of £7,787,083 in connection with a rights issue in favour of the 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 other equity securities as required by the rights of those securities, subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matters, 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; and all unexercised authorities previously granted to the Directors to allot equity securities are revoked.”

Special Resolutions

1. “That subject to the passing of Resolution 14, the Directors be and are hereby empowered, pursuant to Section 570 of the Companies Act 2006 to allot equity securities (within the meaning of Section 560 of that Act) for cash either pursuant to the authority conferred by Resolution 14 or by way of a sale of treasury shares as if Section 561 of that Act did not apply to any such allotment, provided that this power shall be limited to:

2. the allotment of equity securities in connection with an offer of securities (but in the case of the authority granted under paragraph (b) of Resolution 14 by way of rights issue only) in favour of ordinary shareholders of the Company and other persons entitled to participate therein where the equity securities respectively attributable to the interest of all such holders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or any stock exchange or by virtue of shares being represented by depositary receipts or any other matter; and

3. the allotment of equity securities (otherwise than pursuant to paragraph (a) above) having a nominal value not exceeding in the aggregate £1,168,062,

and 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 offers or agreements 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 Company be and is hereby generally and unconditionally authorised pursuant to Section 701 of the Companies Act 2006 to make market purchases (as defined in Section 693(4) of that 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 maximum number of Shares acquired pursuant to this authority shall not exceed 4,672,249 shares, the nominal value of which is £2,336,124;

(b) the minimum price (excluding expenses) which may be paid by the Company for a Share purchased pursuant to this authority shall be 50p;

(c) the maximum price (excluding expenses) 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.”

1. “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.”

Company Secretary