STV

Notice of Annual General Meeting

STV Group plc (incorporated and registered in Scotland under company number SC203873) Friday 5 June 2026 at 11.00 am

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from your stockbroker, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000.

If you have recently sold or transferred all of your shares in STV Group plc ('the Company' or 'STV') please send this notice and the accompanying documents as soon as possible to the purchaser or transferee, or to the person who arranged the sale or transfer, so they can pass these documents to the person who now holds the shares.

Notice of the 2026 Annual General Meeting (the 'Meeting' or the 'AGM') of STV Group plc (the 'Company') to be held at 11.00 am on Friday 5 June 2026 at STV's office, Pacific Quay, 120 Govan Road, Glasgow G51 1PQ is set out in this document. Shareholders are welcome to attend and vote at the AGM in person.

YOUR VOTE IS IMPORTANT. You are strongly encouraged to vote on all resolutions in advance of the AGM by appointing the Chair of the meeting as your proxy. A valid proxy appointment must be received by 11.00 am on Wednesday 3 June 2026. Further details on how shareholders can appoint a proxy are set out in this document.

Recommendation

The Board considers that all of the Resolutions set out in this Notice of AGM will be of benefit to and are in the best interests of the Company and the shareholders as a whole. The Board intends to vote in favour of all Resolutions in respect of their own beneficial holdings and unanimously recommends that you do so as well.

STV Group plc
Pacific Quay
Glasgow G51 1PQ
Tel: 0141 300 3000
www.stvplc.tv

Company Registration Number SC203873

Notice of Annual General Meeting

Notice is hereby given that the 2026 Annual General Meeting of STV Group plc will be held at 11.00 am on Friday 5 June 2026 at its office Pacific Quay, 120 Govan Road, Glasgow G51 1PQ for the purpose of shareholders considering and, if thought fit, passing the Resolutions below. Resolutions 1 to 14 (inclusive) will be proposed as ordinary resolutions. This means that for each of those Resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 15 to 17 will be proposed as special resolutions. This means that for each of those Resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Annual Report and Accounts

To receive the reports of the Directors and auditor and the audited financial statements of the Company for the year ended 31 December 2025.

Directors' Remuneration Policy

To approve the Directors' Remuneration Policy set out on pages 84 to 89 (inclusive) of the Company's Annual Report and Accounts for the year ended 31 December 2025.

Directors' Annual Report on Remuneration

To approve the Directors' Annual Report on Remuneration set out on pages 82 and 83, and 90 to 98 (inclusive) of the Company's Annual Report and Accounts for the year ended 31 December 2025.

Election and Re-election of Directors

To elect Clive Whiley as a Director of the Company.
To elect Gillian Kent as a Director of the Company.
To re-elect Rufus Radcliffe as a Director of the Company.
To re-elect Lindsay Dixon as a Director of the Company.
To re-elect Naomi Climer CBE as a Director of the Company.
To re-elect David Bergg as a Director of the Company.

Re-appointment and remuneration of the auditor

To re-appoint Deloitte LLP as auditor of the Company to hold office from the conclusion of this Meeting until the conclusion of the next general meeting at which accounts are laid before the Company.
To authorise the Audit & Risk Committee for and on behalf of the Board to determine the remuneration of the auditor.

Rules of the STV Group plc Share Option Plan 2026

That the rules of the STV Group plc Share Option Plan 2026 (the 'Plan'), the principal terms of which are summarised in Appendix 2 to this Notice and as set out in the copy of the rules of the Plan produced to the Meeting and initialled by the Chairman of the Company for the purpose of identification, be approved and that the Board (or a duly authorised committee of the Board) be authorised to establish and operate the Plan, and to do all acts and things which it considers necessary or desirable to operate the Plan, including making such modifications as it considers appropriate to take account of the requirements of the Listing Rules and best practice.

Chairman's Share Option grant

That the deed to grant an option to subscribe for ordinary shares in the Company to the Chairman of the Company (the 'Chairman'), on equivalent terms to those of the proposed STV Group plc Share Option Plan set out in Resolution 12 above and as set out in a copy of the option deed produced to the Meeting and initialled by the Chairman for the purpose of identification, with such number of shares to have an aggregate market value on the date of grant of 300% of the Chairman's annual fee, be approved, and that the Board (or a duly authorised committee of the Board) be authorised to do all acts and things which it considers necessary or desirable to give effect to and operate that arrangement.

Authority to allot shares

That, and without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the 'Act') to exercise all the powers of the Company to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company:

a. up to an aggregate nominal amount of £7,787,083 (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 section 560(1) of the Act) in the Company up to an aggregate nominal amount of £15,574,166 (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,

such authority shall expire upon the earlier of the conclusion of the next Annual General Meeting of the Company, or close of business on 4 September 2027 unless previously renewed, varied or revoked by the Company in general meeting save that, in each case, the Company may before such expiry make offers and enter into agreements which would, or might, require shares in the Company to be allotted or rights to subscribe for or to convert any security into shares to be granted after such expiry, and the Directors may allot shares or grant such rights in pursuance of such offer or agreement as if the power conferred hereby had not expired. References in this Resolution 14 to the nominal amount of rights to subscribe or convert any security into shares (including where such rights are referred to as equity securities as defined in section 560(1) of the Act) are to the nominal amount of shares that may be allotted pursuant to the rights.

For the purposes of this Resolution 14 'rights issue' means an offer to:

i. ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
ii. holders of other equity securities, as required by the rights of those securities, or, subject to such rights, as the Directors otherwise consider necessary,

to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, including an offer to which the Directors may impose any limits or restrictions or make any other arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.

General authority to dis-apply pre-emption rights

That, and subject to the passing of Resolution 14, the Directors be and are hereby empowered pursuant to section 570 and section 573 of the Act to allot equity securities (within the meaning of Section 560 of the Act) for cash either pursuant to the authority conferred by Resolution 14 and/or by way of a sale of treasury shares, as if Section 561(1) of the Act did not apply to any such allotment and/or sale and provided that this authority shall be limited to the allotment of equity securities and/or sale of treasury shares in cash:

a. in connection with an offer of, or invitation to apply for, equity securities (but, in the case of an allotment of equity securities pursuant to the authority granted by paragraph (b) of Resolution 14, only by way of a rights issue (as defined in that resolution)) to;

i. ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
ii. people who hold other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

b. (otherwise than pursuant to sub-paragraph (a) of this Resolution 15) to any person or persons up to an aggregate nominal amount of £1,168,062,

Purchase of own shares

That the Company be and is hereby generally and unconditionally authorised pursuant to Section 701 of the Act to make one or more market purchases (as defined in Section 693(4) of the Act) of ordinary shares of 50p each in the capital of the Company, on such terms and in such manner as the Directors may from time to time determine, provided that:

a. the maximum aggregate number of ordinary shares hereby authorised to be acquired is 4,672,248 representing approximately 10% of the issued ordinary share capital of the Company as at 14 April 2026 (being the latest practicable date prior to the publication of this document);
b. the minimum (excluding expenses) which may be paid for any such ordinary share is 50p;
c. the maximum price (excluding expenses) which may be paid for any such share is the higher of (i) an amount equal to 105% of the average of the middle market quotations for an ordinary share in the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such share is contracted to be purchased; and (ii) the higher of the price of the last independent trade and the highest current independent bid for an ordinary share in the Company on the trading venues where the market purchases by the Company pursuant to the authority conferred by this Resolution 16 will be carried out;
d. the authority hereby conferred shall expire on the earlier of the date of the next Annual General Meeting of the Company or close of business on 4 September 2027, whichever is earlier, unless previously renewed, varied or revoked by the Company in general meeting; and
e. the Company may make a contract to purchase its ordinary shares under the authority hereby conferred prior to the expiry of such authority, which contract will or may be executed wholly or partly after the expiry of such authority, and may purchase its ordinary shares in pursuance of any such contract.

Notice period for general meetings

That a general meeting, other than an Annual General Meeting, may be called on not less than 14 clear days' notice.

By order of the Board

Eileen Malcolmson
Company Secretary
STV Group plc
Pacific Quay
Glasgow
GS1 1PQ
14 April 2026
Registered in Scotland with registered number SC203873

Important notes regarding your general rights as a shareholder and your right to appoint a proxy and voting can be found on pages 7 to 9 of this document.

Explanatory notes to the business of the meeting

Resolution 1

Annual Report and Accounts (Ordinary Resolution)

The Board asks that shareholders receive the Company's Annual Report and Accounts for the financial year ended 31 December 2025.

Resolution 2 and 3

Directors' Remuneration Policy and Directors' Annual Report on Remuneration (Ordinary Resolutions)

These resolutions seek shareholder approval for the Directors' Remuneration Policy and the Directors' Annual Report on Remuneration, which, together with the Annual Statement by the Chair of the Remuneration Committee, form the Directors' Remuneration Report. The Directors' Remuneration Report can be found on pages 82 to 98 (inclusive) of the 2025 Annual Report and Accounts.

The Directors' Remuneration Policy, which can be found on pages 84 to 89 (inclusive) of the 2025 Annual Report and Accounts is forward looking and must be put to a shareholder vote and approved at least once every three years, or earlier if changes are proposed. Resolution 2 seeks shareholder approval for the Directors' Remuneration Policy, which includes details of the setting of Directors' pay and the granting of share awards. The resolution is binding, meaning payments under the Directors' Remuneration Policy cannot be made until it has been approved by shareholders. As a result, if Resolution 2 is approved, the Directors' Remuneration Policy will take effect from the passing of the resolution.

Resolution 3 seeks shareholder approval for the Directors' Annual Report on remuneration (including the annual statement of the Committee Chair) which can be found on pages 82 and 83, and 90 to 98 (inclusive) of the 2025 Annual Report and Accounts. The Directors' Annual Report on Remuneration gives details of the implementation of the Company's payments and share awards made to the Directors in connection with their performance during the year ended 31 December 2025. In accordance with remuneration reporting rules, this vote is advisory in nature and will not affect the way in which the remuneration arrangements have been implemented.

The Company's auditor during the year, Deloitte LLP have audited those parts of the Directors' Remuneration Report that are required to be audited and their report can be found on pages 102 to 108 (inclusive) of the 2025 Annual Report and Accounts.

Resolutions 4 to 9 (inclusive)

Election and Re-election of Directors (Ordinary Resolutions)

Having each been appointed by the Board as a Director since the last AGM, Clive Whiley and Gillian Kent will retire at the AGM and, in accordance with the Articles of Association will offer themselves for election by shareholders under Resolutions 4 and 5 respectively. In accordance with the provisions of the UK Corporate Governance Code 2024, all other Directors who are seeking re-appointment will also retire at this year's AGM and will submit themselves for re-appointment by shareholders under Resolutions 6 to 9 (inclusive).

In the case of Clive Whiley, the Chairman of the Board, the Board is of the opinion that his significant business experience enables him to provide effective leadership of the Board and to make a positive contribution to the Group's ongoing business.

In the case of each of Gillian Kent, Naomi Climer CBE and David Bergg, the Board considers that they are independent in character and judgement and that each provides a strong non-executive presence on the Board.

The Board supported by the Nomination Committee has concluded that with the Board's diverse backgrounds, skills and expertise offered all Directors proposed for election or re-election make an effective and valuable contribution to the deliberations of the Board and each Director is able to demonstrate substantial commitment to their roles. Biographical details of our Directors standing for election or re-election are set out in Appendix 1 and on pages 60 and 61 of the 2025 Annual Report and Accounts and the Board's collective achievements during the year is given in the Corporate Governance report on pages 65 to 71 (inclusive).

The Board unanimously recommends the election or re-election as appropriate, of each of these Directors.

Resolution 10 and 11

Re-appointment and remuneration of the Auditor (Ordinary Resolutions)

The Company is required at each general meeting at which accounts are presented to shareholders to appoint an external auditor to hold office until the next such meeting. The Audit & Risk Committee has assessed the effectiveness, independence and objectivity of the auditor, Deloitte LLP, and concluded that the external auditor was in all respects effective.

Resolution 10 which has been recommended to the Board by the Audit & Risk Committee seeks the re-appointment of Deloitte LLP as external auditor of the Company to hold office until the next general meeting at which accounts are presented. If approved, Deloitte LLP will be appointed external auditor of the Company for the year ending 31 December 2026.

It is normal practice for the Directors to be authorised to determine the level of the auditor's remuneration for the ensuing year and Resolution 11 proposes to give such authority, which the Board will delegate to the Audit & Risk Committee.

Resolution 12

Rules of the STV Group plc Share Option Plan 2026 (Ordinary Resolution)

The rationale for the STV Group plc Share Option Plan 2026 (the 'Plan') is set out in the explanation of the proposed new Directors Remuneration Policy for which approval is being sought at the AGM (Resolution 2).

A summary of the principal terms of the Plan are set out in the Appendix 2 to this Notice on pages 11 and 12.

Resolution 13

Chairman's share option grant (Ordinary Resolution)

In line with the proposed Remuneration Policy (and as specifically described on page 87 of the 2025 Annual Report and Accounts), it is proposed that the Chairman should be granted a one-off option (the 'Chairman's Option') outside of but on equivalent terms to those of the STV Group Share Option Plan 2026 (the 'Plan') including as to the exercise price, terms of vesting and exercise, impact of cessation of service and that of corporate events, save that the Chairman's Option is to acquire shares with a market value on the date of grant equal to 300% of his annual fee (being higher than the individual limit of 150% of salary contained within the Plan).

A summary of the principal terms of the Plan (which in all material respects apply to the Chairman's Option) is set out in Appendix 2 to this notice. For the avoidance of doubt, the Chairman's Option will count towards the dilution limits specified in the Plan rules.

Resolution 14

Authority to allot shares (Ordinary Resolution)

Under section 551 of the Act, the directors of a company are not permitted to allot shares (or grant certain rights over shares) unless authorised to do so by shareholders.

The Investment Association ('IA') share capital management guidelines on directors' authority to allot shares state that its members will permit, and treat as routine, resolutions seeking authority to allot shares representing up to two thirds of the Company's issued share capital.

The guidelines provide that any routine authority to allot shares representing in excess of one third of the Company's issued share capital should only be used to allot shares pursuant to a fully pre-emptive rights issue.

In light of these guidelines, your Board considers it appropriate that the Directors be granted an authority to allot shares in the capital of the Company and Resolution 14 gives the Directors the necessary authority to allot shares:

(a) up to an aggregate nominal amount of £7,787,083, (such amount to be reduced by the nominal value of shares allotted pursuant to paragraph (b), described below, in excess of £7,787,083),

being one third of the issued ordinary share capital of the Company on 14 April 2026 (being the last practicable day before the publication of this document); and

(b) comprising equity securities (as defined in section 560(1) of the Act) up to £15,574,166 (such amount to be reduced by any allotments or grants made under paragraph (a) described above),

being two thirds of the issued ordinary share capital of the Company on 14 April 2026 (being the last practicable day prior to the publication of this document) in connection with an offer by way of a rights issue. The power will last until the earlier of the end of the next Annual General Meeting of the Company or close of business on 4 September 2027.

The Directors consider it appropriate to maintain the flexibility that this authority provides and therefore the Directors are seeking this authority.

The Company does not hold any of its shares in treasury. If the Company were to create treasury shares, for example through the market purchase of its own shares, the subsequent sale of any treasury shares would be counted as equivalent to the issue of new shares for the purpose of the limitations on the issue of new shares included in Resolution 14.

Resolution 15

General authority to disapply pre-emption rights (Special Resolution)

If the Directors wish to exercise the authority under Resolution 14 and offer unissued shares for cash, the Act requires that, unless shareholders have given specific authority for the waiver of their statutory pre-emption rights by way of special resolution, the new shares be offered first to existing shareholders in proportion to their existing shareholdings. In certain circumstances, it may be in the best interest of the Company to allot shares (or to grant rights over shares) for cash without first offering them to existing shareholders in proportion to their holdings.

Resolution 15, proposed as a special resolution, would authorise the Directors to disapply the pre-emption provisions.

This would provide the Directors with a degree of flexibility to act in the best interests of the Company so that:

(i) the Company can follow normal practice in the event of a rights issue, open offer or other offer of securities in favour of the existing shareholders in proportion to their shareholdings; and

(ii) limited number of shares may be used for cash to persons in compliance with the IA guidelines referred to in Resolution 14 above.

The Pre-Emption Group (which represents the IA and the Pension and Lifetime Savings Association) published a revised statement of principles for the disapplication of pre-emption rights in November 2022 (the 'Principles') which recommends for investors to support share issuances of companies up to 20% of their issued share capital. This Resolution seeks authority from shareholders under the previous Pre-Emption Group principles published in 2015 (the '2015 Principles'), which are more restrictive. The 2015 Principles recommend that a general authority of the disapplication of pre-emption rights over only approximately 5% of the Company's issued share capital should be treated as routine.

Explanatory notes to the business of the meeting

Resolution 15 is in line with the 2015 Principles. Resolution 15 authorises Directors to allot new shares, pursuant to the authority given by Resolution 14, or to sell treasury shares for cash, up to a nominal value of £1,168,062 equivalent to approximately 5% of the total issued ordinary share capital of the Company as at 14 April 2026 (being the last practicable day before the publication of this document), without the shares first being offered to shareholders in proportion to their existing holding.

The Directors have not proposed a Resolution in connection with the second of the two provision template resolutions of the 2015 Principles to seek an additional disapplication of pre-emption rights in connection with financing equivalent to approximately 5% of the total issued ordinary share capital.

The 2015 Principles specified that, subject to certain exceptions, in any rolling three-year period, a company should not issue non-pre-emptively for cash equity securities that represent more than 7.5% of its issued ordinary share capital. The limit also applies to shares issued from treasury.

The Directors intend to adhere to the provisions of the provisions in the 2015 Principles not to allot shares for cash on a non pre-emptive basis pursuant to the authority in Resolution 15 in excess of an amount equal to 5% of the total issued ordinary share capital of the Company (excluding treasury shares). The Directors consider it is appropriate for them to seek the flexibility that this authority provides and Resolution 15 is in the best interest of the Company. If given, the authority will expire on the earlier of the conclusion of the next Annual General Meeting of the Company or close of business on 4 September 2027.

Resolution 16

Purchase of own shares (Special Resolution)

Resolution 16 proposed as a special resolution, gives the Company authority to buy back its own ordinary shares in the market as permitted by the Act. The authority limits the number of shares that could be purchased to a maximum of 4,672,248 representing approximately 10% of the Company's existing issued ordinary share capital as at 14 April 2026 (being the latest practicable date prior to the publication of this document) and sets minimum and maximum prices. This authority will expire on the earlier of the conclusion of the next Annual General meeting of the Company or close of business on 4 September 2027.

Your Directors are of the opinion that it would be advantageous for the Company to be in a position to purchase its own shares should such action be deemed appropriate by the Board. The Directors have no present intention of exercising the authority to purchase the Company's ordinary shares but will keep the matter under review, taking into account the financial resources of the Company, the Company's share price and future funding opportunities. The authority will be exercised only if the Directors believe that to do so would result in an increase in earnings per share and would be in the interest of shareholders generally. Other investment opportunities, gearing levels and the overall position of the Company will be taken into account in reaching such a decision. Any purchases of ordinary shares would be by means of market purchases through the London Stock Exchange.

Listed companies purchasing their own shares are allowed to hold them in treasury as an alternative to cancelling them. No dividends are paid on shares whilst held in treasury and no voting rights attach to treasury shares.

If Resolution 16 is passed at the AGM and any purchases were made, it is the Company's present intention that it would cancel all of the shares it may purchase pursuant to the authority granted to it. However, in order to respond properly to the Company's capital requirements and prevailing market conditions, the Directors would need to reassess at the time of any and each actual purchase whether to hold the shares in treasury or cancel them, provided it was permitted to do so.

As at 14 April 2026 (being the latest practicable date prior to the publication of this document) there were warrants and options over 2,758,008 ordinary shares in the capital of the Company representing approximately 5.90% of the Company's issued ordinary share capital. If the authority to purchase the Company's ordinary shares was exercised in full, these warrants and options would represent approximately 6.56% of the Company's issued ordinary share capital.

The Directors intend to seek renewal of this authority at each Annual General Meeting of the Company.

Resolution 17

Notice period for general meetings (Special Resolution)

Resolution 17 is a resolution to allow the Company to hold general meetings (other than Annual General Meetings) on 14 days' clear notice.

Under the Act, the minimum notice period required for all general meetings of listed companies is 21 days, however, companies may reduce this period to 14 clear days (other than for Annual General meetings) provided that:

a. the company offers a facility for shareholders to vote by electronic means. This condition is met if the company has a facility enabling all shareholders to appoint a proxy by means of a website; and
b. on an annual basis, a shareholders' resolution approving the reduction of the minimum notice period from 21 clear days to 14 clear days is passed.

It is widely acknowledged that the ability of companies to hold meetings at short notice is important and commercially desirable in certain circumstances. The Directors realise that this must be balanced against the need for shareholders to have sufficient time to evaluate, investigate and comment upon any issues relating to general meeting motions in particular when the proposals are of such complexity that shareholders require more time to consider their voting decision. The Board's intention therefore is not to use this shorter notice period other than in limited exceptional circumstances which are time-sensitive, rather than as a matter of routine, and only where the flexibility is merited by the business of the meeting and is thought to be in the interests of shareholders as a whole. The Directors do not have any current intention to exercise this authority but consider it appropriate to ensure that the Company has the appropriate flexibility to respond to all eventualities. The approval will be effective until the Company's next Annual General Meeting.

Important information

Entitlement to attend and vote

Only those shareholders registered in the Register of Members of the Company by 6.00 pm on 3 June 2026 (or, in the event of any adjournment, by 6.00 pm on the date which is two business days before the time of the adjourned meeting), shall be entitled to attend, speak and vote at the Meeting. Changes to entries on the Register of Members after 6.00 pm on 3 June 2026 (or, in the event of any adjournment, by 6.00 pm on the date which is two business days before the time of the adjourned meeting), shall be disregarded in determining the entitlement of any person to attend and vote at the Meeting or the adjourned meeting.

Proxies

A shareholder entitled to attend and vote at the AGM may appoint a proxy or proxies (who need not be a shareholder of the Company) to exercise all or any of his or her rights at the AGM. Where more than one proxy is appointed, each proxy must be appointed for different shares.

A proxy need not be a shareholder of the Company but must attend the meeting to represent you. Your proxy could be the Chairman or other person who has agreed to attend to represent you. Your proxy will vote as you instruct and must attend the Meeting for your vote to be counted.

Proxies may only be appointed by:

going to https://uk.investorcentre.mpms.mufg.com or using the Investor Centre app and following the instructions for electronic submission provided. You will require your investor code which can be found on the enclosed letter, your share certificate or obtained from our Registrar, MUFG Corporate Markets.
completing and returning the Form of Proxy as soon as possible and, in any event, so as to arrive no later than 11.00 am on 3 June 2026 or 48 hours before the time of any adjournment of the meeting, excluding non-business days. A paper Form of Proxy can be requested from the Registrar, MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds, LS1 4DL; email [email protected]; telephone +44 (0) 371 664 0300 (Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom are charged at the applicable international rate. Lines are open 9.30 am-5.30 pm Monday to Friday excluding bank holidays in England and Wales). Unless otherwise indicated on the Form of Proxy, CREST, Proxymity or any other electronic voting instruction, the proxy will vote as they think fit or, at their discretion, withhold from voting.
having an appropriate CREST message transmitted, if you are a user of the CREST system (including CREST personal members). Please refer to the CREST manual on the Euroclear website (www.euroclear.com) for further information.
electronically via Proxymity at www.proxymity.io.

Submission of a proxy appointment will not prevent a shareholder attending the Annual General Meeting and voting in person. If you do attend the Meeting in person and vote any proxy appointment will be treated as void.

If you submit more than one valid proxy appointment, the proxy received last before the latest time for the receipt of proxies will take precedence. In the case of joint holders, where more than one of the joint holders completes a proxy appointment, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's Register of Members in respect of the joint holding (the first named being the most senior).

You may not use any electronic address provided in this Notice of Annual General Meeting or any related documents to communicate with the Company for any purposes other than those expressly stated.

To be effective, the Form of Proxy must be completed in accordance with the instructions and received by our Registrar, MUFG Corporate Markets at PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL, by 11.00 am on 3 June 2026 (or 48 hours before the time of any adjournment of the Meeting, excluding non-business days).

Shareholders can vote electronically via the Investor Centre, a free app for smartphone and tablet provided by MUFG Corporate Markets (the Company's registrar). It allows you to securely manage and monitor your shareholdings in real time, take part in online voting, keep your details up to date, access a range of information including payment history and much more. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below. Alternatively, you may access the Investor Centre via a web browser at: https://uk.investorcentre.mpms.mufg.com.

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & International Limited's specifications and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company's registrars (ID: RA10) by the 11.00am on 3 June 2026 for receipt of proxy appointments. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. Please note, however, that proxy messages cannot be sent through CREST on weekends, public holidays or after 8.00 pm on any other day.

Important information

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings (www.euroclear.com).

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended).

If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 11.00 am on 3 June 2026 in order to be considered valid or, if the meeting is adjourned, by the time which is 48 hours before the time of the adjourned meeting, excluding non-business days. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.

Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 and section 360B(2) of the Act, the Company specifies that only those shareholders registered in the Register of Members of the Company by 6.00 pm on 3 June 2026 (or, in the event of any adjournment, by 6.00 pm on the date which is two days before the time of the adjourned meeting, excluding non-business days), shall be entitled to participate in the Meeting in accordance with this Notice in respect of the number of shares registered in their name at the relevant time. Changes to entries on the Register of Members after 6.00 pm on 3 June 2026 (or, in the event of any adjournment, by 6.00 pm on the date which is two days before the time of the adjourned meeting, excluding non-business days), shall be disregarded in determining the entitlement of any person to participate in the Meeting or the adjourned meeting.

Nominated Persons

A copy of this Notice has been sent for information only to persons who have been nominated by a member to enjoy information rights under Section 146 of the Companies Act 2006 (a 'Nominated Person'). The right to appoint a proxy cannot be exercised by a Nominated Person. However, a Nominated Person may, under an agreement between them and the shareholder by whom they were nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

The statement of the rights of shareholders in relation to the appointment of proxies in the note on 'Proxies' above does not apply to Nominated Persons. The rights described in that note can only be exercised by shareholders of the Company.

Shareholder rights and AGM business

Members satisfying the thresholds in Section 338 of the Companies Act 2006 have the right to require the Company: (i) to give to shareholders of the Company entitled to receive notice of the AGM, notice of a resolution which may properly be moved and is intended to be moved, at the AGM; and/or (ii) to include in the business to be dealt with at the AGM, any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be moved or a matter may properly be included in the business unless: (a) (in the case of a resolution only), it would, if passed, be ineffective (whether by reason of any inconsistency with any enactment or the Company's constitution or otherwise); (b) it is defamatory; or (c) is frivolous or vexatious. Such a request may be in hard copy or electronic form and must identify the resolution of which notice is to be given or the matter to be included in the business must be authorised by the person or persons making it, must be received by the Company not later than six weeks before the date of the AGM, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.

Right to ask questions

Under Section 319A of the Companies Act 2006, shareholders have the right to ask questions at the AGM relating to the business of the Meeting and for these to be answered, unless such answer would interfere unduly with the business of the Meeting, involve the disclosure of confidential information, if the answer has already been published on the website, or if it is not in the interests of the Company or the good order of the Meeting that the question be answered.

Website publication of audit concerns

Shareholders should note that it is possible that, pursuant to requests made by shareholders of the Company under Section 527 of the Companies Act 2006, the Company may be required to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with Section 437 of the Companies Act 2006. The Company cannot require the shareholders requesting any such website publication to pay its expenses. Where the Company is required to place a statement on a website under Section 527(2) of the Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under Section 527 of the Act to publish on its website.

Documents available for inspection

The following documents will be available for inspection during usual business hours on any weekday (Saturdays, Sundays and public holidays excluded) at the registered office of the Company from the date of this Notice until the close of the Annual General Meeting and will be available for inspection at the place of the Meeting for at least 15 minutes prior to and during the Meeting: (i) Copies of Executive Directors' service agreements; (ii) copies of

the letters of appointment of Non-Executive Directors; (iii) a copy of the rules of the STV Group Share Option Plan 2026 as referred to in Resolution 12; and (iv) a copy of the deed under which the Chairman's option is to be granted as referred to in Resolution 13.

Information available on website

The following information regarding the Meeting is available from the Investors section of the Company's website www.stvplc.tv including the contents of this Notice, details of the total number of shares in respect of which members are entitled to exercise voting rights at the Meeting, details of the totals of the voting rights that members are entitled to exercise at the Meeting and, if applicable, any members' statements, members' resolutions or members' matters of business received by the Company after the date of this Notice.

Share capital, total voting rights and substantial shareholders

As at 14 April 2026 (being the last practicable date prior to the publication of this Notice) the Company's issued share capital consists of 46,722,499 ordinary shares of 50p each, carrying one vote each. The Company does not hold any ordinary shares in the capital of the Company in treasury. Therefore, the total voting rights in the Company as at 14 April 2026 are 46,722,499. The holders of ordinary shares are entitled to attend and vote at general meetings of the Company. On a show of hands, every ordinary shareholder who is present has one vote and every proxy present who has been duly appointed by a shareholder entitled to vote has one vote. On a vote by poll, every ordinary shareholder who is present in person or by proxy has one vote for every ordinary share held. All resolutions at the AGM will be taken by way of a poll. The rights and obligations to the Company's shares are set out in its Articles of Association ('the Articles').

The following provides updates to the information received, in accordance with DTRS, from holders of notifiable interests in STV's issued share capital between the information found on page 99 of the 2025 Annual Report and Accounts to 14 April 2026, being the latest practicable date prior to publication of this Notice:

Shareholders	Shares held	%
Slater Investments	6,537,956	13.99
Harwood Capital	4,700,000	10.06

There have been no changes to the details of Directors' interests in shares found on page 94 of the 2025 Annual Report and Accounts.

Attending the AGM

If you are attending the AGM, please bring your Notification Letter dated 21 April 2026 with you. It authenticates your right to attend, speak and vote at the AGM.

All joint shareholders may attend and speak at the AGM. However, if more than one joint holder votes, the vote of the most senior holder will be counted. Seniority will be determined by which order they appear in the register of members (the first named being the most senior).

A corporate representative can appoint one or more corporate representatives who may exercise on its behalf all its powers as a member, provided that no more than one corporate representative exercises power over the same.

Venue arrangements

Anyone accompanying a shareholder in need of assistance will be admitted to the AGM. If any shareholder with a disability has any questions regarding attendance at the AGM, please contact the Company Secretary at STV, Pacific Quay, 120 Govan Road, G51 1PQ or telephone 0141 300 3000.

The Company will not permit behaviour that may interfere with another person's security, safety or good order of the AGM. Please ensure that all electronic equipment (including mobile phones) is switched off throughout the AGM.

Voting

The Company confirms that all Resolutions to be proposed at the AGM will be put to a vote on a poll. This will result in a more accurate reflection of the views of all the Company's shareholders by ensuring that every vote cast is recognised, including the votes of shareholders who are unable to attend the Meeting, but who have appointed a proxy for the Meeting. On a poll, each shareholder has one vote for each share held.

All the votes of the shareholders present will be counted, and added to those received by proxy, and the provisional final votes will be displayed at the Meeting.

The final results will be published on the Company's website, the London Stock Exchange and on the FCA document storage mechanism as soon as practicable after the Meeting. The Company will also disclose the number of votes withheld.

If you have already voted by proxy, you will still be able to vote at the Meeting and your vote on the day will replace your previously lodged vote.

Shareholder enquiries

MUFG Corporate Markets maintains the Company's share register. If you have any enquiries about the AGM or about your shareholding, you should contact, MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds LS1 4DL; email: [email protected]; telephone +44(0) 371 664 0300. (Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom are charged at the applicable international rate. Lines are open 9.00 am-5.30 pm Monday to Friday excluding bank holidays in England and Wales).

Data protection statement

Your personal data includes all data provided by you, or on your behalf, which relates to you as a shareholder, including your name and contact details, the votes you cast and your reference number (attributed to you by the Company). The Company determines the purposes for which and the manner in which your personal data is to be processed. The Company and any third-party to which it discloses the data (including the Company's Registrar, MUFG Corporate Markets) may process your personal data for the purposes of compiling and updating the Company's records, fulfilling its legal obligations and processing the shareholder rights you exercise.

Appendix 1: Biographies of Directors

Clive Whiley

Chairman

Appointed: Non-Executive Director and Chair elect from 1 October 2025 and Chairman from 18 November 2025

Committees: Nomination (Chair); ESG

Clive brings with him over forty years' experience in executive and non-executive director roles across a wide range of industries and geographies in both regulated and listed companies since becoming a Member of the London Stock Exchange in 1983. In addition to his STV role, Clive is Non-Executive Chairman of Mathercare plc and Senior Independent Director of Griffin Mining Limited, as well as Senior Independent Director at Mpac Group plc. His previous Board roles include Non-Executive Chairman of De La Rue plc, Chairman of Dignity plc, Senior Independent Director of Sportech plc and a Non-Executive director of Grand Harbour Marino plc, Camper & Nicholsons Marino Investments Limited and Stanley Gibbons Group plc.

Rufus Radcliffe

Chief Executive

Appointed: November 2024

Committees: ESG

Rufus has extensive strategic and operational experience gained in senior roles in the media sector. Rufus joined from ITV where he was Managing Director of Streaming, Interactive and Data, a member of ITV's Executive Committee, and played a key role in the acceleration of ITV's digital transformation. He was responsible for the strategic development and successful launch of ITVX and led the interactive business and the group-wide data strategy. Over a 13-year career with ITV, Rufus previously held the position of Chief Marketing Officer where he ran all Direct-to-Consumer activities and led the brand transformation of ITV, as well as the marketing launch of BritBox. He also served as Group Marketing and Research Director. Prior to joining ITV, Rufus spent nine years at Channel 4 rising to the position of Controller of Marketing, during which time the business launched E4 and the channels' first streaming service, 4OD. Rufus is a trustee of the STV Children's Appeal and Chair of the London Wildlife Trust.

Lindsay Dixon

Chief Financial & Operating Officer

Appointed: May 2019

Lindsay is a Chartered Accountant with extensive commercial experience gained across a range of sectors covering the FTSE 100, 250 and large private companies. Previously, Lindsay held the role of Group Financial Controller at William Grant & Sons Limited and prior to that was Group Financial Controller of The Weir Group plc. In addition to her core financial responsibilities, she has wide ranging M&A, investor relations and international experience. Lindsay qualified with Deloitte in 2002.

Gillian Kent

Senior Independent Director

Appointed: 5 December 2025

Committees: Audit & Risk; Remuneration; Nomination; ESG

Gillian has extensive experience as a non-executive director and remuneration committee chair, with an executive career of over 25 years in digital and technology-led businesses. She was Chief Executive of Propertyfinder and spent 15 years with Microsoft, including three years as Managing Director of MSN UK. She has significant expertise in scaling digital platforms, building markets, high-impact consumer brands and delivering strategic and operational transformation. She is currently Senior Independent Director and Remuneration Committee Chair Designate of Crest Nicholson Holdings plc, Non-Executive Director and Chair of the Risk Committee at THG plc, and Non-Executive Director and Chair of the Remuneration Committee at Mothercare Plc. Previously, she has held non-executive roles with Marlowe plc, Dignity plc, SIG Plc, Ascential Plc, NAHL Plc and Pendragon Plc.

Naomi Climer CBE

Non-Executive Director

Appointed: May 2023

Committees: Remuneration (Chair); Nomination; ESG

Naomi has had a successful career in broadcast, media, engineering, and technology and was Vice President of Sony's European Professional Services division. Her career began at the BBC, where she trained as an engineer and later became Controller of Technology at BBC News. Before joining Sony in 2002, Naomi was Director of Technical Operations at ITV Digital. She was appointed Commander of the Order of the British Empire (CBE) for services to the engineering profession in the 2018 Birthday Honours List. Naomi brings significant plc Board experience as Senior Independent Director of Oxford Metrics plc and as Non-Executive Director of Focusrite plc. She is also Chair of the Remuneration Committee for both these companies. Naomi was previously a Trustee of The Institute for the Future of Work, a Non-Executive Board Member at Sony UK Technology Centre, and a member of the UK Government's Science and Technology Awards Committee.

David Bergg

Non-Executive Director and Designated Non-Executive Director for Workforce Engagement

Appointed: May 2018

Committees: Audit & Risk; Remuneration; ESG (Chair)

David has worked in the broadcasting industry for over 30 years holding various roles at ITV, the BBC, Sky, TV-am and Channel Five. He started his career working in several ITV regional audience research teams (including Grampian Television), before moving into marketing and programme acquisition roles and then embarking on a succession of senior scheduling positions. David was Director of Programme Strategy at ITV for 20 years to 2017 and retains extensive contacts at senior levels in the broadcast and programme production sectors in the UK and USA.

Appendix 2: Summary of the Rules of the Share Option Plan 2026 (the 'Plan')

1. Eligibility

Any employee (including an executive director) of STV Group Plc (the 'Company') or any of its subsidiaries may be eligible to participate in the Plan at the discretion of the Board.

2. Form of awards

Participants in the Plan will be granted options to buy ordinary shares in the Company ('Options') at a price not less than their market value shortly before grant.

3. Grant of Options

Options may only be granted within 42 days of the Plan's approval by the Company's shareholders, the Company announcing its results for any period, cessation of share dealing restrictions or in exceptional circumstances.

No Options may be granted later than 4 June 2036.

4. Terms of Options

Options may be granted on the terms set out in the Plan and additional terms determined by the Board. Options may be granted on slightly varied terms to qualify for UK tax advantages ('UK tax-advantaged Options'). No payment will be required for the grant of an Option.

Options granted to the Company's executive directors will be granted within the parameters of any applicable directors' remuneration policy approved by the Company's shareholders.

Options may be granted over newly issued shares, treasury shares or shares purchased in the market (and held by an employee benefit trust).

Options are not transferable (other than on death). Options will not form part of pensionable earnings.

5. Individual limits

Options will not be granted to a participant over shares with a market value in excess of 150 per cent. of salary in respect of any financial year (or such higher limit as applies to options granted to executive directors of the Company under its prevailing directors' remuneration policy).

6. Overall limits

The grant of Options shall be such that the number of shares which may be issued under the Plan and under any other employees' share plan adopted by the Company (or other arrangement under which an employee or director may be issued shares) may not exceed 10 per cent of the Company's issued ordinary share capital from time to time.

Treasury shares will be treated as issued for this purpose while required by guidelines published by institutional investor representative bodies.

7. Exercise of Options

Options will normally become exercisable when they vest, normally three years after their grant (unless the Board determines an alternative vesting period). They will then normally remain exercisable until ten years from grant.

Options may be subject to an additional holding period, which will normally delay the Options becoming exercisable for a further two years after they vest.

The Board may reduce (including to nil) the extent to which an Option (other than a UK tax-advantaged Option) would otherwise become exercisable and/or impose any other conditions on it, taking into account any factors it considers relevant.

Options may be satisfied by the Company issuing new shares or by the transfer of treasury shares or shares purchased in the market and held by an employee benefit trust.

The Board may also 'net-settle' Options by delivering free shares or cash equal in value to the gain that would otherwise be realised on their exercise.

8. Reduction for malus and clawback

Options may be subject to forfeiture, additional conditions or repayment to the extent determined by the Board where, before the fifth anniversary of the grant date (or until a later date if there is then an ongoing relevant investigation), there is:

a material misstatement of any Group member's audited financial results;
misconduct on the part of the participant;
an error in assessing a performance condition applicable to the Option or in the information or assumptions on which it was granted or vests;
action by a participant or participants which resulted in a material breach and subsequent loss of the Company's CH3 license(s);
serious reputational damage within the Group;
a material corporate failure within the Group; and/or
any other circumstances that the Board considers to be similar in their nature or effect.

9. Cessation of employment

If a participant ceases to hold office or employment with the Group, the consequences depend on when cessation occurs.

If cessation occurs within the initial vesting period (normally three years from grant), the Option will lapse unless the individual is a 'good leaver' (leaving in limited stated circumstances, or if the Board so determines). In that case, the Board may (except in the case of UK tax-advantaged options) determine that Options will only be exercisable by reference to the proportion of the initial vesting period that had elapsed at the time of cessation.

If cessation occurs during any post-vesting holding period (unless the participant is summarily dismissed), the Option will normally be exercisable for six months from when it would normally have become exercisable (or from the date of cessation if the Board so determines).

If cessation occurs subsequently (unless the participant is summarily dismissed), the Option will normally be exercisable for six months after cessation.

If a participant ceases to hold office or employment with the Group in any other circumstances, an Option will lapse on the date on which the participant ceases to hold that office or employment.

The Board may require a participant who ceases to hold office or employment with the Group before an Option (other than a UK tax-advantaged Option) vests to confirm that they will not take up alternative employment and impose conditions on the Option. Failure to provide such confirmation or to abide by those conditions may result in the Option lapsing.

Appendix 2: Summary of the Rules of the Share Option Plan 2026 (the 'Plan')

10. Corporate events

In the event of a change of control of the Company (such as a winding-up of the Company, demerger, delisting, special dividend or other event which, in the opinion of the Board, may affect the current or future value of Shares), Options generally become exercisable for a short period shortly before or after the event and then lapse. The Board may determine that the extent of exercise shall reflect the elapsed period from the grant date until the relevant event as a proportion of the normal vesting period.

Alternatively, the Board may permit participants to exchange Options for equivalent options over shares in a different company. If the change of control is an internal reorganisation of the Group, or if the Board so decides, participants will be required to exchange their Options (rather than Options vesting).

11. Adjustments

In the event of a variation of the Company's share capital or a demerger, delisting, special dividend, rights issue or other event, which may, in the Board's opinion, materially affect the current or future value of shares, the number of shares subject to Options (and/or the price payable on its exercise), may be adjusted by the Board.

12. Amendment

The Board may amend the Plan or the terms of Options provided prior approval of the Company's shareholders is obtained for amendments to the advantage of eligible employees or participants to provisions relating to eligibility, limits, the basis for determining a participant's entitlement to, and the terms of, the shares comprised in Options, adjustments for variations of capital or amendment of the Plan.

However, minor amendments to benefit the administration of the Plan, to take into account legislative changes, to obtain or maintain favourable tax, exchange control or regulatory treatment may be made without shareholder approval.

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STV GROUP PLC — Proxy Solicitation & Information Statement 2026

4659_agm-r_2026-04-21_d683c184-8b72-4d7b-bd5e-a7f466fae823.pdf

Notice of Annual General Meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Recommendation

Annual Report and Accounts

Directors' Remuneration Policy

Directors' Annual Report on Remuneration

Election and Re-election of Directors

Re-appointment and remuneration of the auditor

Rules of the STV Group plc Share Option Plan 2026

Chairman's Share Option grant

Authority to allot shares

General authority to dis-apply pre-emption rights

Purchase of own shares

Notice period for general meetings

Explanatory notes to the business of the meeting

Resolution 1

Resolution 2 and 3

Resolutions 4 to 9 (inclusive)

Resolution 10 and 11

Resolution 12

Resolution 13

Chairman's share option grant (Ordinary Resolution)

Resolution 14

Authority to allot shares (Ordinary Resolution)

Resolution 15

General authority to disapply pre-emption rights (Special Resolution)

Resolution 16

Purchase of own shares (Special Resolution)

Resolution 17

Notice period for general meetings (Special Resolution)

Entitlement to attend and vote

Proxies

Nominated Persons

Shareholder rights and AGM business

Right to ask questions

Website publication of audit concerns

Documents available for inspection

Information available on website

Share capital, total voting rights and substantial shareholders

Attending the AGM

Venue arrangements

Voting

Shareholder enquiries

Data protection statement

Appendix 1: Biographies of Directors

Clive Whiley

Rufus Radcliffe

Lindsay Dixon

Gillian Kent

Naomi Climer CBE

David Bergg

Appendix 2: Summary of the Rules of the Share Option Plan 2026 (the 'Plan')

1. Eligibility

2. Form of awards

3. Grant of Options

4. Terms of Options

5. Individual limits

6. Overall limits

7. Exercise of Options

8. Reduction for malus and clawback

9. Cessation of employment

Appendix 2: Summary of the Rules of the Share Option Plan 2026 (the 'Plan')

10. Corporate events

11. Adjustments

12. Amendment

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STV GROUP PLC Proxy Solicitation & Information Statement 2026