RNS Number : 5868U
15 May 2008
Company Number 4967001
Annual General Meeting 2008 - 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 15 May 2008 the Resolutions set out below were duly passed:
Resolution 13 - 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 shares;
(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 2009 or 14 August 2009 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 expired.
Resolution 14 - Disapplication of pre-emption rights - 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 13; 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 the Companies Act 1985),
as if section 89(1) of the Companies Act 1985 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 2009 or on 14 August 2009 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 15 - Authority for certain donations and expenditure - Ordinary Resolution
That in accordance with sections 366 and 367 of the Companies Act 2006 ('the 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, as defined in sections 363 and 364 of the Act, not exceeding £100,000 in total;
(b) make political donations to political organisations other than political parties, as defined in sections 363 and 364 of the Act, not exceeding £100,000 in total; and
(c) incur political expenditure, as defined in section 365 of the Act, not exceeding £100,000 in total,
during the period beginning with the date of passing this resolution up to and including the conclusion of the Annual General Meeting to be held in 2009 or on 14 August 2009, whichever is earlier, provided that the authorised sum referred to in paragraphs (a), (b) and (c) above may be comprised of one or more amounts in different currencies which, for the purposes of calculating the said sum, shall be converted into pounds sterling at the exchange rate published in the London edition of the Financial Times on the day on which the relevant donation is made or expenditure incurred (or the first business day thereafter) or, if earlier, on the day in which the Company enters into any contract or undertaking in relation to the same.
All existing authorisations and approvals relating to political donations or expenditure under part 10A of the Companies Act 1985 are hereby revoked without prejudice to any donation made or expenditure incurred prior to the date hereof pursuant to such authorisation or approval.
Resolution 16 - Purchase of own shares - Special Resolution
That the Company be and is hereby authorised pursuant to section 166 of the Companies Act 1985 to make market purchases (as defined in section 163 of the Companies Act 1985) 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 Company's current Articles of Association (Article 46 of the new Articles of Association subject to the passing of Resolution 17) and Chapter VII of Part V of the Companies Act 1985 PROVIDED THAT this power shall:
(a) expire at the conclusion of the Annual General Meeting to be held in 2009 or on 14 August 2009 if earlier;
(b) be limited to the purchase of a maximum of 388.9 million ordinary shares (representing just under 10% of the Company's issued ordinary share capital);
(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 or contracts.
Resolution 17 - Adoption of new Articles of Association - Special Resolution
That the current 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 current Articles of Association, with effect from the conclusion of this Annual General Meeting.
Deputy Company Secretary
15 May 2008
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