ITV Regulatory News (ITV)

7 March 2024

ITV PLC

Share Repurchase Programme

ITV plc ("ITV" or the "Company") today announces that it will commence a programme to purchase ordinary shares of 10 pence each in the capital of the Company (the "Shares") up to a maximum consideration of £235 million (the "Programme"). This follows on from an earlier announcement of the Company's intention to commence a share buyback programme made by the Company on 1 March 2024.

The Company has entered into a non-discretionary instruction to Morgan Stanley & Co. International Plc ("Morgan Stanley") in relation to the purchase by Morgan Stanley, acting as riskless principal, of Shares for an aggregate purchase price of no greater than £235 million and the on-sale of such Shares by Morgan Stanley to ITV. Purchases of Shares pursuant to the Programme will take place during a period starting on 7 March 2024 and ending no later than 29 August 2025 (the "Engagement Period"). Under the Programme ITV will purchase Shares from Morgan Stanley on the London Stock Exchange. Morgan Stanley may purchase Shares on the London Stock Exchange, the Aquis Stock Exchange and CBOE Europe. The purpose of the Programme is to reduce the share capital of ITV.

Prior to the Company's Annual General Meeting scheduled to be held on 2 May 2024 (the "2024 AGM"), the maximum number of ordinary shares which may be purchased by the Company under the Programme is 402,500,000 Shares, which is the maximum pursuant to the authority granted by shareholders at the Company's Annual General Meeting held on 4 May 2023 (the "2023 AGM"). This existing authority to buy back shares granted at the 2023 AGM expires on the conclusion of the 2024 AGM (or, if earlier, 4 August 2024). The continuation of the Programme after the 2024 AGM is subject to purchases of Shares pursuant to the Programme remaining within the shareholder authority (if any) for the Company to purchase its Shares that is granted at the 2024 AGM and, following the expiry of such authority, the shareholder authority (if any) for the Company to purchase its Shares that is granted at the Company's Annual General Meeting to be held in 2025.

Any purchase of Shares undertaken in relation to this announcement will be carried out on the London Stock Exchange and Multilateral Trading Facilities, as defined by the Directive 2014/65/EU on markets in financial instruments (including the delegated and implementing acts adopted under it) as implemented, retained, amended, extended, re-enacted or otherwise given effect in the United Kingdom from 1 January 2021 and as amended or supplemented in the United Kingdom thereafter, and executed in accordance with the Listing Rules and ITV's general authority to make market purchases of Shares from time to time. The Shares will be purchased in accordance with the price and volume conditions set out in the Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buyback programmes and stabilisation measures as implemented, retained, amended, extended, re-enacted or otherwise given effect in the United Kingdom from 1 January 2021 and as amended or supplemented in the United Kingdom thereafter.

ITV will announce any market purchase of Shares no later than 7.30 a.m. on the business day following the calendar day on which the purchase occurred. To the extent permitted by law, Shares purchased under the Programme will be held in treasury.

Morgan Stanley may undertake transactions in Shares (which may include sales and hedging activities, in addition to purchases) in order to manage its market exposure under the Programme. Morgan Stanley will make any disclosures it is legally required to make in relation to such transactions.

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This announcement does not constitute, or form part of, an offer or any solicitation of an offer for securities in any jurisdiction.