RESULTS OF ANNUAL GENERAL MEETING 2024 STV Group plc (the 'Company') announces that, at the Annual General Meeting held earlier today, all resolutions were duly passed by the Company's shareholders on a poll. The results of the poll are shown in the table below. Votes 'For' and 'Against' are expressed as a percentage of the total votes received. A 'Vote withheld' is not treated as a vote in law and would not be counted in the calculation of the proportion of the votes cast 'For' or 'Against' a resolution. Resolutions 1 to 15 (inclusive) were proposed as Ordinary Resolutions and resolutions 16 and 17 as Special Resolutions. The current issued share capital of the Company consists of 46,722,499 ordinary shares of 50 pence, carrying one vote each. The Board notes that more than 20% of shareholders voted against four of the other resolutions. All voting outcomes will be discussed through ongoing dialogue with shareholders. In accordance with the Listing Rule 9.6.2 copies of the resolutions that do not constitute ordinary business at an annual general meeting will be submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism Copies of announcements are available on the Company's website www.stvplc.tv Eileen Malcolmson Company Secretary 1 May 2024 Resolution | For | Against | Total | | Withheld |
| No. of Votes | % of Vote | No. of Votes | % of Vote | No. of Votes | % of ISCVoted | No. of Votes | 1.To receive the Annual Report and Financial Statements for the year ended 31 December 2023 | 38,769,724 | 100.00 | 598 | 0.00 | 38,770,322 | 82.98% | 726 | 2. To approve the Directors' Remuneration Policy | 28,524,910 | 73.57 | 10,245,179 | 26.43 | 38,770,089 | 82.98% | 1,129 | 3.To approve the Directors' Annual Report on Remuneration for the year ended 31 December 2023 | 27,343,506 | 74.11 | 9,552,549 | 25.89 | 36,896,055 | 78.97% | 1,874,914 | 4.To declare a final dividend of 7.4p per ordinary share in respect of the year ended 31 December 2023 | 38,769,756 | 100.00 | 829 | 0.00 | 38,770,585 | 82.98% | 633 | 5. To elect Naomi Climer CBE as a Director of the Company | 29,495,153 | 76.08 | 9,275,201 | 23.92 | 38,770,354 | 82.98% | 864 | 6. To re-elect Paul Reynolds as a Director of the Company | 38,594,784 | 99.55 | 174,570 | 0.45 | 38,769,354 | 82.98% | 1,864 | 7.To re-elect Simon Pitts as a Director of the Company | 38,767,687 | 100.00 | 1,667 | 0.00 | 38,769,354 | 82.98% | 1,864 | 8.To re-elect Lindsay Dixon as a Director of the Company | 38,768,137 | 100.00 | 1,217 | 0.00 | 38,769,354 | 82.98% | 1,864 | 9. To re-elect Simon Miller as a Director of the Company | 38,595,374 | 99.55 | 174,780 | 0.45 | 38,770,154 | 82.98% | 1,064 | 10.To re-elect David Bergg as a Director of the Company | 38,768,487 | 100.00 | 1,667 | 0.00 | 38,770,154 | 82.98% | 1,064 | 11. To re-elect Aki Mandhar as a Director of the Company | 38,768,487 | 100.00 | 1,667 | 0.00 | 38,770,154 | 82.98% | 1,064 | 12. To re-appoint Deloitte LLP as the auditor of the Company | 38,769,004 | 100.00 | 855 | 0.00 | 38,769,859 | 82.98% | 1,359 | 13. To authorise the Audit and Risk Committee to determine the remuneration of the auditor | 38,769,261 | 100.00 | 598 | 0.00 | 38,769,859 | 82.98% | 1,359 | 14. To approve the amendments to the rules of the STV Group plc Long Term Incentive Plan | 29,222,946 | 75.38 | 9,546,385 | 24.62 | 38,769,331 | 82.98% | 1,887 | 15. To approve the amendment to the rules of the STV Group plc Sharesave Scheme | 38,768,219 | 100.00 | 1,112 | 0.00 | 38,769,331 | 82.98% | 1,887 | 16. To permit the Company to purchase its own shares | 38,498,321 | 99.30 | 272,038 | 0.70 | 38,770,359 | 82.98% | 859 | 17. That the Company be entitled to hold general meetings of the Company on the provision of 14 clear days' notice | 38,711,349 | 99.85 | 58,710 | 0.15 | 38,770,059 | 82.98% | 1,159 |
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