17th May 2007 16:44
ITV PLC17 May 2007 ITV plc Company Number 4967001 Annual General Meeting 2007 - Special business At the Annual General Meeting of the members of ITV plc duly convened and heldat the Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster,London SW1P 3EE on Thursday 17 May 2007 the Resolutions set out below were dulypassed: Resolution 9 - Authority to allot shares - Ordinary Resolution That the directors be and are hereby generally and unconditionally authorised,pursuant to and for the purposes of section 80 of the Companies Act 1985, toexercise all of the powers of the Company to allot relevant securities (asdefined therein), but so that: (a) the aggregate nominal amount of such securities that may be allottedpursuant to this authority is £129 million consisting of 1.29 billion ordinaryshares; (b) this authority shall replace all other authorities to allot relevantsecurities granted to the directors; and (c) this authority shall expire at the conclusion of the Annual General Meetingof the Company to be held in 2008 or 16 August 2008 if earlier. And the Company may pursuant to this authority make any offer or agreementbefore the expiry of this authority which would or might require relevantsecurities to be allotted after such expiry and the directors may allot relevantsecurities in pursuance of such offer or agreement as if this authority had notexpired. Resolution 10 - Share issues - Special Resolution That the directors be and are hereby empowered pursuant to section 95(1) of theCompanies Act 1985 to: (a) allot equity securities for cash pursuant to the authority conferred byResolution 9; and (b) sell equity securities wholly for cash which before the sale were held bythe Company as treasury shares (within the meaning of section 162A of that Act), as if section 89(1) of that Act did not apply to any such allotment or salePROVIDED THAT this power shall be limited to: (i) the allotment or sale of equity securities in connection with an offer byway of rights to holders of ordinary shares on the Company's register of memberson a fixed record date in proportion to their then holdings of any such sharesas set out in article 7.2 of the Company's articles of association but subjectto such exclusions or other arrangements as the directors may deem necessary orexpedient in relation to fractional entitlements or any legal or practicalproblems under the laws of any overseas territory or the requirements of anyregulatory body or stock exchange; and (ii) the allotment or sale (otherwise than pursuant to sub-paragraph (i) above)of equity securities which are, or are to be, wholly paid up in cash up to anaggregate nominal value of £19.4 million consisting of 194 million ordinaryshares in the Company. AND FURTHER PROVIDED THAT THIS power shall expire at the conclusion of theAnnual General Meeting to be held in 2008 or 16 August 2008 if earlier, savethat the Company may make any offer or agreement before the expiry of this powerwhich would or might require equity securities to be allotted or sold after suchexpiry date and the directors may allot or sell equity securities in pursuanceof such offer or agreement as if the power had not expired; and in thisresolution the expression "equity securities" and references to the allotment ofequity securities shall bear the same respective meanings as in section 94 ofthe Companies Act 1985. Resolution 11 - Authority for certain donations and expenditure - OrdinaryResolution That the Company and any company which is or becomes a subsidiary of the Companyduring the period to which this resolution relates be and is hereby authorisedpursuant to Part XA of the Companies Act 1985 (as amended by the PoliticalParties, Election and Referendums Act 2000), to make donations to EU politicalorganisations and to incur EU political expenditure in the period ending at the conclusion of the AnnualGeneral Meeting of the Company to be held in 2008 provided that any suchdonations and/or EU political expenditure made or incurred by the Companytogether with those made by any subsidiary of the Company in the period does notexceed an aggregate of £150,000; provided further that the Company and anysubsidiary of the Company shall not use the authority granted other than in thecontinuation of its business activities and that the policy of making no directcontributions to political parties shall remain unchanged. For the purpose of this Resolution, the terms "donations", "EU politicalorganisations" and "EU political expenditure" have the meanings ascribed theretoin Part XA of the Companies Act 1985 (as amended by the Political Parties,Elections and Referendums Act 2000). Resolution 12 - Purchase of own shares - Special Resolution That the Company be and is hereby authorised pursuant to section 166 of theCompanies Act 1985 (the "Act") to make market purchases (as defined in section163 of the Act) of its own shares on such terms and in such manner as thedirectors of the Company may from time to time determine in accordance withArticle 49 of the Articles of Association and Chapter VII of Part V of the ActPROVIDED THAT this power shall: (a) expire at the conclusion of the Annual General Meeting to be held in 2008 or16 August 2008 if earlier; (b) be limited to the purchase of a maximum of 388.9 million ordinary shares; (c) not permit the payment of a price per ordinary share, exclusive of anyexpenses payable by the Company, which is more than the higher of: (i) 5% above the average of the middle market quotations for an ordinary shareas derived from the London Stock Exchange Daily Official List for the fivebusiness days immediately preceding the day on which any purchase by the Companyof shares is made; and (ii) that stipulated by Article 5(1) of the Buy-back and StabilisationRegulations 2003; (d) not permit the payment of a price per ordinary share, exclusive of anyexpenses payable by the Company, which is less than 10 pence; and (e) before its expiry entitle the Company to enter into any contract for thepurchase of its own shares which might be executed and completed wholly orpartly after its expiry and to make purchases of its own shares in pursuance ofany such contract. Resolution 13 - Cancellation of unissued deferred shares and preference shares -Special Resolution That: (a) the authorised share capital of the Company be reduced by cancelling all ofthe: (i) authorised but unissued non-voting deferred shares of 10 pence each in thecapital of the Company (the "Deferred Shares"); and (ii) the authorised but unissued redeemable preference shares of £1 each in thecapital of the Company (the "Redeemable Shares"); (b) the existing articles of association of the Company be amended by thedeletion of paragraphs 4.2 to 4A (inclusive) and the removal of allconsequential references to the Deferred Shares and the Redeemable Shares. Resolution 14 - Adoption of new articles of association - Special Resolution That the existing articles of association of the Company be amended by adoptingthe regulations set forth in the printed document produced to this meeting andsigned by the Chairman for the purposes of identification as the articles ofassociation of the Company, in substitution for and to the exclusion of theexisting articles of association, with effect from the conclusion of this AnnualGeneral Meeting. Resolution 15 - Approval of the Turnaround Plan - Ordinary Resolution That the Turnaround Plan (the "Plan"), the principal terms of which aresummarised in the Appendix to the Notice and the rules of which are set forth inthe printed document produced to this meeting and signed by the Chairman for thepurpose of identification, be and is hereby approved and that the Directors beauthorised to do all acts and things which they may consider necessary ordesirable to carry the Plan into effect including making such further changes tothe rules as may be necessary to comply with UK Listing Authority, institutionalor other requirements. Deputy Company Secretary 17 May 2007 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
ITV