Postponement of Meeting - Notes 2032

ITV PLC

27 July 2026

 

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE, INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM THEIR BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER.

ITV plc

(the Issuer)

NOTICE OF POSTPONEMENT OF A MEETING

of the holders of the Issuer's outstanding

€500,000,000 4.25 per cent. Notes due 19 June 2032 (ISIN: XS2838391170) (the Notes)

(of which €500,000,000 is currently outstanding)

Unless the context otherwise requires, capitalised terms used but not defined in this Notice shall have the meaning given in the consent solicitation memorandum dated 6 July 2026 (the Consent Solicitation Memorandum).

BACKGROUND - NOTICE OF MEETING

The Issuer issued a notice of meeting dated 6 July 2026 (the Original Notice) to holders of the Notes (the Noteholders) in relation to a meeting (the Meeting) of the Noteholders convened by the Issuer to be held at 11:00 a.m. (London time) on 28 July 2026 via video conference call. The purpose of the Meeting is to consider and, if thought fit, pass the Extraordinary Resolution more particularly described in the Original Notice in accordance with Condition 15.1 (Meeting of Noteholders) of the terms and conditions of the Notes and the provisions of the trust deed (the Trust Deed) dated 28 March 2024 between the Issuer and HSBC Corporate Trustee Company (UK) Limited as trustee for the Noteholders.

Pursuant to the Consent Solicitation Memorandum (see "Amendment and Termination") and the Trust Deed, the Issuer has requested that the Meeting initially scheduled for 28 July 2026 be postponed to a later date, on the basis that, in the opinion of the Issuer, it is not materially prejudicial to the interests of the Noteholders (including, without limitation, those that have already submitted Consent Instructions in respect of the Notes before this Notice). Currently, the Issuer is very close to achieving the necessary majority of votes cast to pass the Extraordinary Resolution at the Meeting, with approximately 73 per cent. of the Consent Instructions received from Noteholders as at the date of this Notice being in favour of the Extraordinary Resolution. Following discussions with Noteholders, the Issuer has extended the Early Bird Deadline and the Expiration Deadline, as well as increasing the Consent Fee in order to enable all Noteholders who have expressed an interest in voting the opportunity to cast their votes.

NOTICE OF POSTPONEMENT OF MEETING AND EXTENSION OF CONSENT SOLICITATION

NOTICE IS HEREBY GIVEN that the Meeting of the Noteholders convened by the Issuer originally scheduled for 11:00 a.m. (London time) on 28 July 2026 in the circumstances described above has been postponed and is now scheduled for 11:00 a.m. (London time) on 5 August 2026 via video conference call.

Consequently, the Early Bird Deadline and Expiration Deadline have been extended to 4:00 p.m. (London time) on 31 July 2026.

The Consent Fee has been increased to an amount equal to 0.25 per cent. of the principal amount of the Notes. All Noteholders who either (i) have already validly submitted Consent Instructions voting in favour of the Extraordinary Resolution, or (ii) validly submit Consent Instructions voting in favour of the Extraordinary Resolution after the date of this Notice but by the Early Bird Deadline (as so extended) will, subject to the conditions described in the Consent Solicitation Memorandum, be entitled to receive the Consent Fee (as so increased).

All references in the Original Notice and the Consent Solicitation Memorandum to the Early Bird Deadline, the Expiration Deadline, the time and/or date of the Meeting and the Consent Fee shall be construed accordingly. All other details and instructions described in the Original Notice and the Consent Solicitation Memorandum remain as set out in the Original Notice and the Consent Solicitation Memorandum, respectively.

The Issuer is permitting Noteholders who have already submitted their votes in relation to the Proposal to revoke their votes. Any such revocation must be carried out prior to the Expiration Deadline. For more information on revocation rights, these are described more fully in the Consent Solicitation Memorandum. See "Amendment and Termination - Revocation Rights".

In accordance with normal practice, the Trustee has not been involved in the formulation of the Proposal, the Extraordinary Resolution, the Consent Solicitation or this Notice and expresses no opinion on, and makes no representation as to, the merits of the Proposal, the Extraordinary Resolution, the Consent Solicitation, the postponement of the Meeting, the extension of the Early Bird Deadline or Expiration Deadline or the increase in the Consent Fee. The Trustee has not verified, and accepts no responsibility for, the accuracy, completeness or adequacy of this Notice, the Original Notice or the Consent Solicitation Memorandum. The Trustee makes no recommendation as to whether Noteholders should vote in favour of or against the Extraordinary Resolution, submit, amend or revoke any Consent Instruction or take any other action in connection with the Consent Solicitation.

This Notice is given by ITV plc

Noteholders should contact the following for further information:

Tabulation Agent

Kroll Issuer Services Limited

Attention: Owen Morris

Email: [e-mail]
Telephone: [phone]

Consent Website: https://deals.is.kroll.com/itv

Solicitation Agents

Lloyds Bank Corporate Markets plc

Telephone: [phone]/1726

Email: [e-mail]

Attention: Liability Management

NatWest Markets Plc

Telephone: [phone]

Email: [e-mail]

Attention: Liability Management

Principal Paying Agent

HSBC Bank plc
8 Canada Square
London E14 5HQ

Dated: 27 July 2026

Issuer Legal Entity Identifier (LEI): ZLECI7ED2QMWFGYCXZ59

 

END