STV Group plc (Company) Registered in Scotland No. SC203873
At the Annual General Meeting of the Company duly convened and held at 11.00 am on 5 June 2026 at the offices of the Company, Pacific Quay, Glasgow G51 1PQ the following resolutions were duly passed:
Ordinary Resolutions
2. To approve the Directors' Remuneration Policy set out on pages 84 to 89 (inclusive) of the Company's Annual Report and Accounts for the year ended 31 December 2025.
12.That the rules of the STV Group plc Share Option Plan 2026 (the 'Plan'), the principal terms of which are summarised in Appendix 2 to this Notice and as set out in the copy of the rules of the Plan produced to the Meeting and initialled by the Chairman of the Company for the purpose of identification, be approved and that the Board (or a duly authorised committee of the Board) be authorised to establish and operate the Plan, and to do all acts and things which it considers necessary or desirable to operate the Plan, including making such modifications as it considers appropriate to take account of the requirements of the Listing Rules and best practice.
13.That the deed to grant an option to subscribe for ordinary shares in the Company to the Chairman of the Company (the 'Chairman'), on equivalent terms to those of the proposed STV Group plc Share Option Plan set out in Resolution 12 above and as set out in a copy of the option deed produced to the Meeting and initialled by the Chairman for the purpose of identification, with such number of shares to have an aggregate market value on the date of grant of 300% of the Chairman's annual fee, be approved, and that the Board (or a duly authorised committee of the Board) be authorised to do all acts and things which it considers necessary or desirable to give effect to and operate that arrangement.
14.That, and without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the 'Act') to exercise all the powers of the Company to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company:
a. up to an aggregate nominal amount of £7,787,083 (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 section 560(1) of the Act) in the Company up to an aggregate nominal amount of £15,574,166 (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,
such authority shall expire upon the earlier of the conclusion of the next Annual General Meeting of the Company, or close of business on 4 September 2027 unless previously renewed, varied or revoked by the Company in general meeting save that, in each case, the Company may before such expiry make offers and enter into agreements which would, or might, require shares in the Company to be allotted or rights to subscribe for or to convert any security into shares to be granted after such expiry, and the Directors may allot shares or grant such rights in pursuance of such offer or agreement as if the power conferred hereby had not expired. References in this Resolution 14 to the nominal amount of rights to subscribe or convert any security into shares (including where such rights are referred to as equity securities as defined in section 560(1) of the Act) are to the nominal amount of shares that may be allotted pursuant to the rights.
For the purposes of this Resolution 14 'rights issue' means an offer to:
i. ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
ii. holders of other equity securities, as required by the rights of those securities, or, subject to such rights, as the Directors otherwise consider necessary,
to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, including an offer to which the Directors may impose any limits or restrictions or make any other arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.
15. That, and subject to the passing of Resolution 14, the Directors be and are hereby empowered pursuant to section 570 and section 573 of the Act to allot equity securities (within the meaning of Section 560 of the Act) for cash either pursuant to the authority conferred by Resolution 14 and/or by way of a sale of treasury shares, as if Section 561(1) of the Act did not apply to any such allotment and/or sale and provided that this authority shall be limited to the allotment of equity securities and/or sale of treasury shares in cash: a. in connection with an offer of, or invitation to apply for, equity securities (but, in the case of an allotment of equity securities pursuant to the authority granted by paragraph (b) of Resolution 14, only by way of a rights issue (as defined in that resolution)) to;
i. ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
ii. people who hold other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,
and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and
b. (otherwise than pursuant to sub-paragraph (a) of this Resolution 15) to any person or persons up to an aggregate nominal amount of £1,168,062,
such authority shall expire upon the earlier of the conclusion of the next Annual General Meeting of the Company, or close of business on 4 September 2027 unless previously renewed, varied or revoked by the Company in general meeting save that, in each such case, the Company may before such expiry make offers or enter into agreements which would, or might, require equity securities in the Company to be allotted (and/or treasury shares to be sold) after such expiry and the Directors may allot equity securities (and/or sell treasury shares) in pursuance of such offer or agreement as if the power conferred hereby had not expired.
16. That the Company be and is hereby generally and unconditionally authorised pursuant to Section 701 of the Act to make one or more market purchases (as defined in Section 693(4) of the Act) of ordinary shares of 50p each in the capital of the Company, on such terms and in such manner as the Directors may from time to time determine, provided that:
a. the maximum aggregate number of ordinary shares hereby authorised to be acquired is 4,672,248 representing approximately 10% of the issued ordinary share capital of the Company as at 14 April 2026 (being the latest practicable date prior to the publication of this document);
b. the minimum (excluding expenses) which may be paid for any such ordinary share is 50p;
c. the maximum price (excluding expenses) which may be paid for any such share is the higher of (i) an amount equal to 105% of the average of the middle market quotations for an ordinary share in the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such share is contracted to be purchased; and (ii) the higher of the price of the last independent trade and the highest current independent bid for an ordinary share in the Company on the trading venues where the market purchases by the Company pursuant to the authority conferred by this Resolution 16 will be carried out;
d. the authority hereby conferred shall expire on the earlier of the date of the next Annual General Meeting of the Company or close of business on 4 September 2027, whichever is earlier, unless previously renewed, varied or revoked by the Company in general meeting; and
e. the Company may make a contract to purchase its ordinary shares under the authority hereby conferred prior to the expiry of such authority, which contract will or may be executed wholly or partly after the expiry of such authority, and may purchase its ordinary shares in pursuance of any such contract.
17. That a general meeting, other than an Annual General Meeting, may be called on not less than 14 clear days' notice.
5 June 2026
Eileen Malcolmson Company Secretary