TIDMITV
RNS Number : 7897E
ITV PLC
11 May 2017
ITV plc
Company Number 4967001
Annual General Meeting 2017
Poll Figures
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 Wednesday 10 May
2017 a poll was held on each resolution proposed, which were as
follows:
Res
-------------- -------- ------------ ------- ------------
No: Description For % Against % Withheld
-------------- -------- ------------ ------- ------------
1 Report and Accounts 2,975,219,751 99.73% 8,030,338 0.27% 4,329,080
2 Remuneration Report 2,827,532,129 94.72% 157,593,427 5.28% 2,453,612
3 Remuneration Policy 2,945,550,900 98.75% 37,188,567 1.25% 4,839,701
Declaration of
4 Final Dividend 2,987,393,316 100.00% 8,266 0.00% 177,587
Declaration of
5 Special Dividend 2,987,393,621 100.00% 12,961 0.00% 172,587
6 Elect Salman Amin 2,956,237,536 98.96% 31,080,729 1.04% 260,904
Re-elect Peter
7 Bazalgette 2,932,642,192 98.17% 54,726,764 1.83% 210,212
Re-elect Adam
8 Crozier 2,986,268,054 100.00% 58,459 0.00% 243,119
Re-elect Roger
9 Faxon 2,975,482,321 99.60% 11,881,062 0.40% 215,786
10 Re-elect Ian Griffiths 2,981,033,152 99.79% 6,334,047 0.21% 211,970
Re-elect Mary
11 Harris 2,967,986,303 99.35% 19,376,918 0.65% 215,947
Re-elect Andy
12 Haste 2,793,874,670 99.57% 11,952,291 0.43% 181,752,208
Re-elect Anna
13 Manz 2,975,488,076 99.60% 11,875,307 0.40% 215,786
Re-elect John
14 Ormerod 2,965,092,756 99.27% 21,805,572 0.73% 680,840
Re-appoint KPMG
15 LLP 2,948,207,445 98.69% 39,167,512 1.31% 204,211
16 Auditors' remuneration 2,984,719,082 99.91% 2,668,603 0.09% 191,484
Authority to allot
17 shares 2,604,868,032 87.20% 382,445,571 12.80% 265,566
Disapplication
of pre-emption
18 rights 2,977,035,452 99.65% 10,312,249 0.35% 231,068
Disapplication
of pre-emption
19 rights 2 2,623,993,214 87.84% 363,348,557 12.16% 236,997
20 Political Donations 2,957,973,699 99.42% 17,369,977 0.58% 12,235,093
Purchase of own
21 shares 2,954,331,886 98.96% 30,954,748 1.04% 2,292,134
Notice period
22 for General Meetings 2,885,174,415 96.97% 90,170,648 3.03% 12,234,106
-------------- -------- ------------ ------- ------------
Resolutions 18, 19, 21 and 22 were proposed as special
resolutions.
The votes withheld are not a vote in law and are not counted in
the overall voting figures.
Number of shares in issue: 4,025,409,194.
Further detail on the poll figures can be found at
www.itvplc.com, in the Investors section.
Special business
The Resolutions set out below were duly passed as special
business:
Resolution 17 - Renewal of authority to allot shares - Ordinary
Resolution
That the Board be generally and unconditionally authorised to
allot shares in the Company and to grant rights to subscribe for or
convert any security into shares in the Company:
(a) up to an aggregate nominal amount of GBP134 million (such
amount to be reduced by any allotments or grants made under
paragraph (b) below in excess of such sum); and
(b) comprising equity securities (as defined in the Companies
Act 2006 (the "2006 Act")) up to a nominal amount of GBP268 million
(such amount to be reduced by any allotments or grants made under
paragraph (a) above) in connection with an offer by way of a rights
issue:
(i) to ordinary shareholders in proportion (as nearly as may be
practicable) to their existing holdings; and
(ii) to holders of other equity securities as required by the
rights of those securities or as the Directors otherwise consider
necessary or appropriate;
so that the Directors may make such exclusions or other
arrangements as they deem necessary or expedient in relation to
fractional entitlements, legal or practical problems under the
laws
of, or the requirements of any relevant regulatory body or stock
exchange in, any territory, or any matter whatsoever, on the
following terms:
(1) this authority expires (unless previously renewed, varied or
revoked) on the date of the Company's next AGM or, if earlier, 10
August 2018;
(2) the Company is entitled to make offers or agreements before
the expiry of such authority which would or might require shares to
be allotted or Rights to be granted after such expiry and the
Directors shall be entitled to allot shares and grant Rights
pursuant to any such offer or agreement as if this authority had
not expired; and
(3) the authority is in substitution for all existing unused authorities.
Resolution 18 - Disapplication of pre-emption rights - Special
Resolution
That if Resolution 17 is passed, the Directors be authorised to
allot equity securities (as defined in the 2006 Act) for cash under
the authority given by that resolution and/or to sell ordinary
shares held by the Company as treasury shares for cash as if
section 561 of the 2006 Act did not apply to any such allotment or
sale, such authority to be limited:
(a) to the allotment or sale of equity securities in connection
with an offer of securities (but in the case of the authority
granted under paragraph (b) of Resolution 17 by way of rights issue
only) in favour of ordinary shareholders where the equity
securities respectively attributable to the interests of the
ordinary shareholders (other than the Company) are proportionate
(as nearly as may be) to the respective numbers of ordinary shares
held by them and holders of other equity securities as required by
the rights of those securities or as the Directors otherwise
consider necessary or appropriate, subject to such exclusions or
other arrangements as the Directors may deem necessary or expedient
in relation to fractional entitlements, legal or practical problems
under the laws of, or the requirements of any relevant regulatory
body or stock exchange in, any territory, or any other matter;
and
(b) to the allotment of equity securities or sale of treasury
shares (otherwise than under paragraph (a) above) up to a total
nominal value of GBP20.1 million;
such authority to expire at the end of the next AGM or, if
earlier, 10 August 2018 but, in each case, prior to its expiry the
Company may make offers, and enter into agreements, which would, or
might, require equity securities to be allotted (and treasury
shares to be sold) after the authority expires and the Directors
may allot equity securities (and sell treasury shares) under any
such offer or agreement as if the authority had not expired.
Resolution 19 - Disapplication of Pre-emption Rights (2) -
Special Resolution
That if Resolution 17 is passed, the Board be authorised in
addition to any authority granted under Resolution 18 to allot
equity securities (as defined in the 2006 Act) for cash under
authority given by that resolution and/or to sell ordinary shares
held by the Company as treasury shares for cash as if section 561
of the 2006 Act did not apply to any such allotment or sale, such
authority to be:
(a) limited to the allotment of equity securities or sale of
treasury shares up to a nominal amount of GBP20.1 million; and
(b) used only for the purposes of financing (or refinancing, if
the authority is to be used within six months after the original
transaction) a transaction which the Board determines to be an
acquisition or other capital investment of a kind contemplated by
the Statement of Principles on Disapplying Pre-Emption Rights most
recently published by the Pre-Emption Group prior to the date of
this notice,
such authority to expire at the end of the next AGM or, if
earlier, 10 August 2018 but, in each case, prior to its expiry the
Company may make offers, and enter into agreements, which would, or
might, require equity securities to be allotted (and treasury
shares to be sold) after the authority expires and the Board may
allot equity securities (and sell treasury shares) under any such
offer or agreement as if the authority had not expired.
Resolution 20 - Political Donations - Ordinary Resolution
That in accordance with sections 366 and 367 of 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 make political donations and incur
political expenditure, as defined in sections 364 and 365 of the
2006 Act, not exceeding GBP100,000 in total from the date this
resolution is passed to the conclusion of the next AGM or, if
earlier, 10 August 2018.
Resolution 21 -Purchase of own shares- Special Resolution
That the Company is generally and unconditionally authorised to
make market purchases (as defined in section 693(4) of the 2006
Act) of its own shares up to an aggregate number of 402.5 million
ordinary shares (representing approximately 10% of the Company's
issued ordinary share capital) from the date this resolution is
passed to the conclusion of the next AGM or, if earlier, 10 August
2018 subject to the following conditions:
(a) the minimum price per ordinary share, exclusive of any expenses payable, is 10 pence;
(b) the maximum price per ordinary share, exclusive of expenses shall be the higher of:
(i) 5% above the average of the middle market quotations as
derived from the London Stock Exchange Daily Official List for an
ordinary share over five business days before the purchase; and
(ii) the price of the last independent trade of an ordinary
share and the highest current independent bid for an ordinary share
on the trading venue where the purchase will be carried out;
and
(iii) the Company shall be entitled, before the expiry of this
authority, to enter into any contract for the purchase of its own
shares which might be executed and completed wholly or partly after
such expiry and to make purchases of its own shares in pursuance of
any such contact or contracts.
Resolution 22 -Length of notice period for general meetings-
Special Resolution
That in accordance with Article 43.1 of the Company's Articles
of Association, a general meeting other than an AGM may be called
on not less than 14 clear day's notice.
Copies of the resolutions passed other than ordinary business
will shortly be available for inspection at:
www.morningstar.co.uk/uk/NSM
This information is provided by RNS
The company news service from the London Stock Exchange
END
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