14th May 2009 15:17
ITV plc
Company Number 4967001
Annual General Meeting 2009 - Special business
At the Annual General Meeting of the members of ITV plc duly convened and held at the Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE on Thursday 14 May 2009 the Resolutions set out below were duly passed:
Resolution 9 - Authority to allot shares - Ordinary Resolution
That -
a) the authority conferred on the directors by Article 7.1 of the Company's Articles of
Association shall apply and be exercisable (unless previously renewed, varied or revoked) for a period commencing on the date of the passing of this resolution and ending on the earlier of the date of the Company's AGM in 2010 or 13 August 2010 (which shall be the prescribed period for the purposes of Article 7.4) in respect of a nominal amount of £129 million (which shall be the section 80 amount for the purposes of Article 7.4 for that prescribed period); and
b) in addition and without prejudice to the authority renewed in resolution 9(a) above, the directors
be and are hereby generally and unconditionally authorised to exercise all powers of the
Company to allot equity securities (within the meaning of section 94 of the Companies Act 1985
(the "1985 Act") in connection with a rights issue (as defined in the Listing Rules of the United
Kingdom Listing Authority) by the Company of ordinary shares up to an aggregate nominal
amount of £129 million, provided that this authority shall expire on 13 May 2010, save that the
Company may before such expiry make an offer or agreement which would or might require
relevant securities to be allotted after such expiry and the Board may allot relevant securities in
pursuance of such an offer or agreement as if the authority conferred hereby had not expired.
Resolution 10 - Disapplication of pre-emption rights - Special Resolution
That -
a) the power conferred on the directors by Article 7.2 shall apply and be exercisable (unless
previously renewed, varied or revoked) for a period commencing on the date of the passing of
this resolution and ending on the earlier of the date of the Company's AGM in 2010 or 13
August 2010 (which shall be the prescribed period for the purposes of Article 7.4) in respect of
a nominal amount of £19.4 million (which shall be the section 89 amount for the purposes of
Article 7.4 for that prescribed period); and
b) subject to the passing of resolution 9 above, the directors be and are hereby empowered
pursuant to section 95 of the Act to allot equity securities (within the meaning of section 94 of
the 1985 Act) for cash pursuant to the authorities conferred by resolution 9 above as if sub-
section (1) of section 89 of the 1985 Act did not apply to any such allotment, provided that this
power shall expire on 13 May 2010, 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
enquiry and the Board may allot equity securities in pursuance of such an offer or agreement
as if the power conferred hereby had not expired.
Resolution 11 - Increase in share capital - Ordinary Resolution
That the authorised share capital of the Company be increased from £582,637,762.70 to £800,000,000 by the creation of 2,173,622,373 ordinary shares of 10 pence each.
Resolution 12 - Political donations - Ordinary Resolution
That in accordance with sections 366 and 367 of the Companies Act 2006 ("the 2006 Act"), the Company and any company which is or becomes a subsidiary of the Company during the period to which this resolution relates, be and is hereby authorised to:
a) make political donations to political parties or independent election candidates;
b) make political donations to political organisations other than political parties; and
c) incur political expenditure
as defined in sections 363 and 364 of the 2006 Act, not exceeding £100,000 in total during the period beginning with the date of this resolution up to and including the conclusion of the AGM to be held in 2010 or 13 August 2010, whichever is earlier.
All existing authorisations and approvals relating to political donations or expenditure are hereby revoked without prejudice to any donation made or expenditure incurred prior to the date hereof pursuant to such authorisation or approval.
Resolution 13 - Purchase of own shares - Special Resolution
That the Company be and is hereby generally and unconditionally authorised pursuant to Article 46, and in accordance with section 166 of the 1985 Act, to make market purchases of its own shares (as defined in section 163 of the 1985 Act) subject to the following conditions:
a) this authority will expire at the conclusion of the Annual General Meeting to be held in 2010
or on 13 August 2010 if earlier, (except in relation to the purchase of ordinary shares, the
contract for which was concluded prior to the expiry of this authority and which will or may
be executed wholly or partly after the expiry of this authority);
b) the maximum aggregate number of shares purchased will be 388.9 million ordinary shares
(representing just under 10% of the Company's issued ordinary share capital);
c) the minimum price per ordinary share, exclusive of expenses payable is 10 pence;
d) the maximum price per ordinary share, exclusive of expenses shall be the higher of:
i) 5% above the average of the middle market quotations for an ordinary share as derived
from the London Stock Exchange Daily Official List for the five business days
immediately preceding the day on which any purchase by the Company of shares is
made; and
ii) that stipulated by Article 5(1) of the Buy-back and Stabilisation Regulations 2003; and
e) the Company shall be entitled, before its expiry, to enter into any contract for the purchase
of its own shares which might be executed and completed wholly or partly after its expiry
and to make purchases of its own shares in pursuance of any such contract or contracts.
Resolution 14 - Length of notice period for general meetings - Special Resolution
That, in accordance with Article 50.1 of the Company's Articles of Association, a general meeting other than an annual general meeting may be called on not less than 14 clear day's notice.
Copies of these resolutions have been submitted to the Financial Services Authority, and will shortly be available for inspection at the document viewing facility, which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Telephone: 020 7676 1000
Related Shares:
ITV