ITV : Notice of Meeting

ITV plc

Annual General Meeting

Thursday 4 May 2023

Notice of Annual General Meeting and Chairman's Explanatory Letter

Notice of Availability

Please note that the following documents are now available on the ITV plc website:

2022 Annual Report and Accounts

Notice of Annual General Meeting

Form of Proxy

This document is important and requires your immediate attention

If you are in any doubt as to what action you should take, you are recommended to seek your own independent advice from your stockbroker, solicitor, accountant or other professional adviser immediately. If you have sold or transferred all of your ITV plc ordinary shares, please forward this document, together with any accompanying documents, as soon as possible to the purchaser or transferee or to the person who arranged the sale or transfer so that they can pass the documents to the person who now holds the shares.

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Chairman's Explanatory Letter

20 March 2023

Dear Shareholder

Annual General Meeting 2023

The Annual General Meeting (AGM) of ITV plc (the Company) will be held at 11 a.m. on Thursday 4 May 2023 in the Maynard Theatre, at The King's Fund, No. 11 Cavendish Square, London W1G 0AN (please see the back page of this Notice for directions to the venue).

The Board is looking forward to once again welcoming shareholders to the AGM in person.

Any shareholder attending the meeting has the right to ask questions and arrangements have been made to allow shareholders to submit questions in advance of the meeting. A guide on how to submit your questions can be found on page 9 of this Notice and on the AGM page of our website www.itvplc.com/investors/shareholder-information/agm.

Final dividend

The Board proposes a final dividend of 3.3 pence per ordinary share for the year ended 31 December 2022. If approved the recommended final dividend will be paid on 25 May 2023 to all shareholders who are on the register of members at the close of business on 14 April 2023.

Resolutions and recommendation

The resolutions to be proposed at the AGM are set out on pages 3 and 4 of this Notice. Your Directors believe that all the proposals to be considered at the AGM are in the best interests of the Company and its shareholders as a whole. They recommend that you vote in favour of all of the resolutions, as they intend to do in respect of their own beneficial holdings.

Action to be taken

Your vote is important to us. If you are unable to attend the AGM in person, we strongly encourage you to vote in advance by appointing the Chairman or another duly nominated person as your proxy. Details of how to appoint a proxy are set out on page 7 of this Notice. Our registrar, Link Group, must receive your online or postal proxy appointment and voting instructions at least 48 hours before the time of the meeting, i.e. by 11.00 a.m. on Tuesday 2 May 2023 or at least 72 hours before the meeting for the Corporate Sponsored Nominee, i.e. Friday 28 April 2023 to ensure that your vote is counted.

All resolutions for consideration at the AGM will be voted on a poll and all valid proxy votes cast will count towards the poll votes. Voting on a poll reflects best practice and means that all the votes cast, and not just those of the shareholders present, are taken into account. The voting results will be announced via a regulatory announcement to the London Stock Exchange and will be published on the Company's website as soon as reasonably practicable after the AGM. Details of how to vote are set out on pages 7 and 8 of this Notice.

Yours faithfully

Andrew Cosslett CBE

Chair

Registered Office: ITV White City, 201 Wood Lane, London W12 7RU: Registered Number: 04967001 England

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Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN THAT the twentieth Annual General Meeting of ITV plc will be held in the Maynard Theatre at The King's Fund, No. 11 Cavendish Square, London W1G 0AN on Thursday 4 May 2023 at 11.00 a.m. to consider and, if thought fit, to pass Resolutions 1 to 18 (inclusive) and 23 as ordinary resolutions and Resolutions 19 to 22 (inclusive) as special resolutions.

Resolution 1

To receive and adopt the Annual Report and Accounts for the financial year ended 31 December 2022.

Resolution 2

To receive and adopt the Annual Report on Remuneration set out on pages 143 to 157 of the Remuneration Report contained in the Annual Report and Accounts for the financial year ended

31 December 2022.

Resolution 3

To declare a final dividend of 3.3 pence per ordinary share in respect of the financial year ended 31 December 2022.

Resolution 4

To re-elect Salman Amin as a Non-executive Director.

Resolution 5

To re-elect Edward Bonham Carter as a Non-executive Director.

Resolution 6

To re-elect Graham Cooke as a Non-executive Director.

Resolution 7

To elect Andrew Cosslett as a Non-executive Director.

Resolution 8

To re-elect Margaret Ewing as a Non-executive Director.

Resolution 9

To elect Gidon Katz as a Non-executive Director.

Resolution 10

To re-elect Chris Kennedy as an Executive Director.

Resolution 11

To re-elect Anna Manz as a Non-executive Director.

Resolution 12

To re-elect Carolyn McCall as an Executive Director.

Resolution 13

To re-elect Sharmila Nebhrajani as a Non-executive Director.

Resolution 14

To re-elect Duncan Painter as a Non-executive Director.

  See pages 11 and 12 of this Notice for the Directors' biographies

Resolution 15

To reappoint PricewaterhouseCoopers LLP as auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid before the Company.

Resolution 16

To authorise the Directors to determine the auditor's remuneration.

Resolution 17 - Political donations

That, in accordance with Sections 366 and 367 of the Companies Act 2006 (the 2006 Act), the Company and any company which is, or becomes, a subsidiary of the Company during the period in relation to which this Resolution has effect, be authorised to make political donations and incur political expenditure, as defined in Sections 364 and 365 of the 2006 Act, not exceeding £100,000 in total from the date this Resolution is passed to the conclusion of the next AGM or, if earlier, 4 August 2024.

Resolution 18 - Renewal of authority to allot shares

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:

1. up to a nominal amount of £134 million (such amount to be reduced by any allotments or grants made under paragraph
2. 1. below in excess of such sum); and
3. comprising equity securities (as defined in the 2006 Act) up to a nominal amount of £268 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:
4. 1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

1. to holders of other equity securities as required by the rights of those securities or as the Board otherwise considers necessary or appropriate;

so that the Board may make such exclusions or other arrangements as it deems necessary or expedient in relation to treasury shares, fractional entitlements, record dates, 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, 4 August 2024;
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 authorities.

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Notice of Annual General Meeting continued

Resolution 19 - Disapplication of pre-emption rights

That, if Resolution 18 is passed, the Board 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:

1. to the allotment of equity securities and or sale of treasury shares in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of Resolution 18 by way of rights issue only) in favour of holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holding and holders of other equity securities, as required by the rights of those securities, or as the Board otherwise considers necessary or appropriate, subject to such exclusions or other arrangements as the Board may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, 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
2. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £20.1 million,

such authority to expire at the end of the next AGM or, if earlier,

4 August 2024 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 - Further disapplication of pre-emption rights That, if Resolution 18 is passed, the Board be authorised in addition to any authority granted under Resolution 19 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:

1. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £20.1 million; and
2. used only for the purposes of financing (or refinancing,
   if the authority is to be used within 6 months after the original transaction) a transaction which the Board determines to be an acquisition or a specified 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,

4 August 2024 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 21 - Purchase of own shares

That the Company is generally and unconditionally authorised for the purposes of Section 701 of the 2006 Act, 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, 4 August 2024 subject

to the following conditions:

1. the minimum price payable per ordinary share, exclusive of any expenses, is 10 pence;
2. the maximum price per ordinary share, exclusive of expenses, shall be the higher of:
3. 1. an amount equal to 5% above the average of the middle market quotations as derived from the London Stock Exchange Daily Official List for an ordinary share of the Company over five business days before the purchase; and
   2. the higher of the price of the last independent trade of an ordinary share of the Company and the highest current independent bid for an ordinary share on the trading venue where the purchase will be carried out; and
4. 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 contract or contracts as
   if the authority had not expired.

Resolution 22 - Length of notice period for general meetings That, a general meeting other than an AGM may be called on not less than 14 clear days' notice at any time from the date this Resolution is passed to the conclusion of the next AGM or, if earlier, 4 August 2024.

Resolution 23 - Approval of the 2023 ITV plc Sharesave Plan That:

1. the rules of the 2023 ITV plc Sharesave Plan (the Rules) produced to the meeting and initialled by the Chairman for the purposes of identification, the principal terms of which are summarised in the Appendix to this 2023 Notice of AGM, be approved and the Directors authorised to adopt them; and
2. the Directors be authorised to do what they consider necessary or expedient to implement the Rules and to establish further plans based on the Rules to take account of local tax, exchange control or securities laws in overseas territories provided that any shares made available under any other such plans count against any limits on individual or overall participation under the Rules.

By order of the Board

Kyla Mullins

General Counsel and Company Secretary

Registered Office:

ITV White City

201 Wood Lane

London W12 7RU

20 March 2023

Registered in England and Wales with registered number 4967001

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Explanatory Notes to the Resolutions

Resolution 1 - Annual Report and Accounts

The Directors are required to present to the AGM the audited financial statements for the year ended 31 December 2022.

Resolution 2 - Annual Report on Remuneration

In accordance with Section 439 of the 2006 Act, shareholders are requested to approve the Annual Report on Remuneration, which is set out on pages 143 to 157 of the Remuneration Report contained in the Annual Report and Accounts for the year ended 31 December 2022 (the Report and Accounts). In accordance with Section 439 of the Act, the vote is advisory only and the Directors' entitlement is not conditional on it.

Resolution 3 - Final dividend

The final dividend of 3.3 pence for the year ended 31 December 2022 will be paid on 25 May 2023 to shareholders on the register at the close of business on 14 April 2023, subject to shareholder approval.

Resolutions 4 to 14 - Election and Re-election of Directors General

In accordance with the UK Corporate Governance Code and in accordance with Article 79 of the Company's Articles of Association, all Directors of the Board are presenting themselves for annual re-election by shareholders.

Following the outcome of the Board evaluation process, the Nominations Committee concluded that each Director is effective in, and continues to show commitment to, their roles. The Board therefore recommends the proposed re-elections be approved.

Biographical details for each Director, together with the reasons their contributions are, and continue to be, important to the Company's long-term sustainable success, are set out on pages 11 and 12 of this Notice.

Time commitments

The Directors have demonstrated a strong commitment to their roles on our Board and Committees. Details on attendance at Board and Committee meetings during the year can be found on page 103 of the Report and Accounts. The Directors have also given careful consideration to their external time commitments to ensure that they are able to devote an appropriate amount of time to their roles at ITV. For each Director, the Board considers that the external time commitments that they are required to devote to those roles do not compromise their commitments to their roles (on the ITV Board, Committees and otherwise). The Nominations Committee reviews, on an ongoing basis, Directors' time commitments against the recommended guidance from investor bodies and ITV's top shareholders, to anticipate any perception of overboarding at the AGM. The Committee was able to confirm that it was fully satisfied with the amount of time each Director devoted to the business.

Resolutions 15 and 16 - Auditor

Auditors have to be appointed at every general meeting at which accounts are presented. Accordingly, the Board, on the recommendation of the Audit and Risk Committee, recommends the reappointment of PricewaterhouseCoopers LLP as auditor to the Company.

It is normal practice for a company's directors to be authorised to agree auditors' remuneration. The Audit and Risk Committee, through its Chair, participates in the negotiation of the audit fee arrangements to ensure that there is an appropriate balance between the scope of work and the cost of assurance. Details of audit fees are set out in the Report and Accounts on page 187.

Resolution 17 - Political donations

There is no present intention to make cash donations to any political party or to incur any political expenditure.

Part 14 of the 2006 Act, amongst other things, prohibits the Company and its subsidiaries from making political donations or from incurring political expenditure in respect of political parties, other political organisations or independent election candidates unless authorised by the Company's shareholders. The 2006 Act definitions are wide and the Company wishes to ensure that neither it nor its subsidiaries inadvertently commits any breaches of the 2006 Act through the undertaking of routine activities, which would not normally be considered to result in the making of political donations or political expenditure being incurred.

Within the normal activities of the Company's national and regional news gathering activity, there are occasions when the Company may on an individual or group basis provide some hospitality at functions where politicians are present. The Company, as part of its normal industry activities, is keen to maintain contact with all political parties to ensure that they are aware of the key issues affecting its business. There has been no relevant expenditure during the year and shareholder approval is therefore being sought on a precautionary basis only.

As permitted by the 2006 Act, the Resolution extends not only to the Company but also covers all subsidiaries of the Company at any time the authority is in place.

Resolution 18 - Authority to allot shares

Paragraph (a) of the Resolution will give the Directors the authority to allot shares or grant rights to subscribe for or convert any securities into shares up to a nominal amount of £134 million (representing 1.34 billion shares). This amount represents approximately one-third of the issued share capital of the Company as at 10 March 2023, the latest practicable date prior to the publication of this Notice.

Paragraph (b) of the Resolution would give the Directors authority to allot shares or grant rights to subscribe for or convert any securities into shares in connection with a rights issue in favour of ordinary shareholders up to a nominal amount of £268 million (representing 2.68 billion ordinary shares), as reduced by the nominal amount of any shares issued under paragraph (a) of this Resolution. This amount (before any reduction) represents approximately two-thirds of the issued ordinary share capital

of the Company as at 10 March 2023, the latest practicable date prior to the publication of this Notice.

The Board has no present intention to exercise the authorities under Resolution 18, except under paragraph (a) to satisfy options under the Company's share option schemes if appropriate and to ensure that the Company has sufficient flexibility in managing the Group's resources. The Board would use this authority only if satisfied at the time that to do so would be in the interests of the Company. The Directors are aware of the latest Share Capital Management Guidelines published by the Investment Association (the IA) in February 2023, which update the previous guidance to allow this authority to incorporate all fully pre-emptive offers, not just fully pre-emptive rights issues. The Directors have decided that they will propose limiting the relevant limb of the allotment authority

to rights issues in line with best practice but intend to keep emerging market practice under review.

As at the date of this Notice, no treasury shares are held by the Company.

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