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  Print      Mail a friend       Annual reports

Thursday 17 May, 2007


Documents filed at UKLA

17 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 held
at the Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster,
London SW1P 3EE on Thursday 17 May 2007 the Resolutions set out below were duly

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, to
exercise all of the powers of the Company to allot relevant securities (as
defined therein), but so that:

(a) the aggregate nominal amount of such securities that may be allotted
pursuant to this authority is £129 million consisting of 1.29 billion ordinary

(b) this authority shall replace all other authorities to allot relevant
securities granted to the directors; and

(c) this authority shall expire at the conclusion of the Annual General Meeting
of 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 agreement
before the expiry of this authority which would or might require relevant
securities to be allotted after such expiry and the directors may allot relevant
securities in pursuance of such offer or agreement as if this authority had not

Resolution 10 - Share issues - Special Resolution

That the directors be and are hereby empowered pursuant to section 95(1) of the
Companies Act 1985 to:

(a) allot equity securities for cash pursuant to the authority conferred by
Resolution 9; and

(b) sell equity securities wholly for cash which before the sale were held by
the 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 sale
PROVIDED THAT this power shall be limited to:

(i) the allotment or sale of equity securities in connection with an offer by
way of rights to holders of ordinary shares on the Company's register of members
on a fixed record date in proportion to their then holdings of any such shares
as set out in article 7.2 of the Company's articles of association but subject
to such exclusions or other arrangements as the directors may deem necessary or
expedient in relation to fractional entitlements or any legal or practical
problems under the laws of any overseas territory or the requirements of any
regulatory 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 an
aggregate nominal value of £19.4 million consisting of 194 million ordinary
shares in the Company.

AND FURTHER PROVIDED THAT THIS power shall expire at the conclusion of the
Annual General Meeting to be held in 2008 or 16 August 2008 if earlier, save
that the Company may make any offer or agreement before the expiry of this power
which would or might require equity securities to be allotted or sold after such
expiry date and the directors may allot or sell equity securities in pursuance
of such offer or agreement as if the power had not expired; and in this
resolution the expression 'equity securities' and references to the allotment of
equity securities shall bear the same respective meanings as in section 94 of
the Companies Act 1985.

Resolution 11 - Authority for certain donations and expenditure - Ordinary

That 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
pursuant to Part XA of the Companies Act 1985 (as amended by the Political
Parties, Election and Referendums Act 2000), to make donations to EU political
organisations and to incur EU

political expenditure in the period ending at the conclusion of the Annual
General Meeting of the Company to be held in 2008 provided that any such
donations and/or EU political expenditure made or incurred by the Company
together with those made by any subsidiary of the Company in the period does not
exceed an aggregate of £150,000; provided further that the Company and any
subsidiary of the Company shall not use the authority granted other than in the
continuation of its business activities and that the policy of making no direct
contributions to political parties shall remain unchanged.

For the purpose of this Resolution, the terms 'donations', 'EU political
organisations' and 'EU political expenditure' have the meanings ascribed thereto
in 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 the
Companies Act 1985 (the 'Act') to make market purchases (as defined in section
163 of the Act) of its own shares on such terms and in such manner as the
directors of the Company may from time to time determine in accordance with
Article 49 of the Articles of Association and Chapter VII of Part V of the Act
PROVIDED THAT this power shall:

(a) expire at the conclusion of the Annual General Meeting to be held in 2008 or
16 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 any
expenses payable by the Company, which is more than 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;

(d) not permit the payment of a price per ordinary share, exclusive of any
expenses payable by the Company, which is less than 10 pence; and

(e) before its expiry entitle the Company 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.

Resolution 13 - Cancellation of unissued deferred shares and preference shares -
Special Resolution


(a) the authorised share capital of the Company be reduced by cancelling all of

(i) authorised but unissued non-voting deferred shares of 10 pence each in the
capital of the Company (the 'Deferred Shares'); and

(ii) the authorised but unissued redeemable preference shares of £1 each in the
capital of the Company (the 'Redeemable Shares');

(b) the existing articles of association of the Company be amended by the
deletion of paragraphs 4.2 to 4A (inclusive) and the removal of all
consequential 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 adopting
the regulations set forth in the printed document produced to this meeting and
signed by the Chairman for the purposes of identification as the articles of
association of the Company, in substitution for and to the exclusion of the
existing articles of association, with effect from the conclusion of this Annual
General Meeting.

Resolution 15 - Approval of the Turnaround Plan - Ordinary Resolution

That the Turnaround Plan (the 'Plan'), the principal terms of which are
summarised in the Appendix to the Notice and the rules of which are set forth in
the printed document produced to this meeting and signed by the Chairman for the
purpose of identification, be and is hereby approved and that the Directors be
authorised to do all acts and things which they may consider necessary or
desirable to carry the Plan into effect including making such further changes to
the rules as may be necessary to comply with UK Listing Authority, institutional
or other requirements.

Deputy Company Secretary

17 May 2007

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