STV : Notice of AGM - 30 March 2022

THIS INFORMATION IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take, you should seek your own advice from a stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or transferred all of your shares in STV Group plc (the 'Company'), please pass this document, together with the accompanying documents to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

The Annual General Meeting is an important opportunity for all shareholders to express their views by asking questions of the Directors and voting on the resolutions.

Recommendation

The Directors consider that each of the proposals detailed in this Notice of AGM will be of benefit to and are in the best interests of the Company and the shareholders as a whole. The Directors therefore unanimously recommend that shareholders vote in favour of the Resolutions, as the Directors intend to do in respect of their own holdings of shares in the Company.

Notice is hereby given that the Annual General Meeting of STV Group plc will be held on Thursday 21 April 2022 at 11am for thepurpose of considering and, if thought fit, passing the resolutions below.

Resolutions 1 to 14 (inclusive) will be proposed as ordinary resolutions and Resolutions 15 to 17 (inclusive) shall be proposed as special resolutions.

Ordinary resolutions

1. To receive the annual accounts of the Company for the financial year ended 31 December 2021 which includes the reports of the Directorsand the report by the auditors on the annual accounts and the auditable part of the Directors' Remuneration Report.

• 2. To approve the Directors' Remuneration Report in the form set out on pages 79 to 87 of the Annual Report

• and Accounts for the financial year ended 31 December 2021.

  As required by the Directors' Remuneration Report Regulations 2002, the Company's auditors,

  PricewaterhouseCoopers LLP, have audited those parts of the Directors' Remuneration Report capable of being audited.

• 3. To declare a final dividend of 7.3p per ordinary share for the year ended 31 December 2021.

  The Board proposes a final dividend of 7.3p per ordinary share for the year ended 31 December 2021 which, if approved, will be paid on 27 May 2022 to all holders of ordinary shares who are on the register of members of the Company at close of business on the record dateof 19 April 2022.

  Resolutions 4 to 11

  Under the 2018 UK Corporate Governance Code, all Directors are subject to annual re-election and the following resolutions provide you with the opportunity to confirm their appointments.

• 4. To re-elect Paul Reynolds as a Director of the Company.

  Biographical details of Paul Reynolds can be found on page 58 and the Board confirms that he meets the independence criteria as set outin Provision 10 of the UK Corporate Governance Code.

  Following formal performance evaluation Mr Reynolds' contribution is, and continues to be, important to the Company's long-term sustainable success.

• 5. To re-elect Simon Pitts as a Director of the Company.

  Biographical details of Simon Pitts can be found on page 58 and following formal performance evaluation Mr Pitts' contribution is, and continues to be, important to the Company's long-term sustainable success.

• 6. To re-elect Lindsay Dixon as a Director of the Company.

  Biographical details of Lindsay Dixon can be found on page 58 and following formal performance evaluation Mrs Dixon's contribution is,and continues to be, important to the Company's long-term sustainable success.

• 7. To re-elect Simon Miller as a Director of the Company.

  Biographical details of Simon Miller can be found on page 58 and the Board confirms that he meets the independence criteria as set outin Provision 10 of the UK Corporate Governance Code.

  Following formal performance evaluation Mr Miller's contribution is, and continues to be, important to the

  Company's long-term sustainable success.

• 8. To re-elect Anne Marie Cannon as a Director of the Company.

  Biographical details of Anne Marie Cannon can be found on page 59 and the Board confirms that she meets the independence criteria as set out in Provision 10 of the UK Corporate Governance Code.

  Following formal performance evaluation Ms Cannon's contribution is, and continues to be, important to the

  Company's long-term sustainable success.

• 9. To re-elect Ian Steele as a Director of the Company.

  Biographical details of Ian Steele can be found on page 59 and the Board confirms that he meets the independence criteria as set outin Provision 10 of the UK Corporate Governance Code.

  Following formal performance evaluation Mr Steele's contribution is, and continues to be, important to the

  Company's long-term sustainable success.

• 10. To re-elect David Bergg as a Director of the Company.

  Biographical details of David Bergg can be found on page 59 and the Board confirms that he meets the independence criteria as set outin Provision 10 of the UK Corporate Governance Code.

  Following formal performance evaluation Mr Bergg's contribution is, and continues to be, important to the

  Company's long-term sustainable success.

• 11. To re-elect Aki Mandhar as a Director of the Company.

  Biographical details of Aki Mandhar can be found on page 59 and the Board confirms that she meets the independence criteria as set outin Provision 10 of the UK Corporate Governance Code.

  Following formal performance evaluation Ms Mandhar's contribution is, and continues to be, important to the Company's long-term sustainable success.

• 12. To re-appoint PricewaterhouseCoopers LLP as the auditors of the Company to hold office until the conclusion of the next general meeting at which accounts are laid.

• 13. To authorise the Audit & Risk Committee to fix the remuneration of the auditors of the Company.

• 14. That for the purpose of Section 551 of the Companies Act 2006, the Directors be and are hereby generally and unconditionally authorised to exercise all the powers of the Company to allot equity securities (within the meaning of Section 560 of that Act):

  • (a) up to an aggregate nominal amount of £7,787,083; and

(b)

up to an aggregate nominal amount of £7,787,083 in connection with a rights issue in favour of the ordinary shareholders of the Company where the equity securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to the respective number of ordinary shares held by them in the Company, or in favour of the holders of other equity securities as required by the rights of those securities, subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of anyregulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matters, provided that this authority shall expire on the date of the next Annual General Meeting of the Company after the passing of the resolution, but so that the Directors may at any time prior to such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities pursuant to any such offer or agreement as if the authority conferred by this resolution had not expired; and all unexercised authorities previously granted to the Directors to allot equity securities are revoked.

The Directors require the authority of shareholders to allot the Company's shares and the first part of this resolution extends for a further year the general authority for the Directors to allot a limited number of ordinary shares (15,574,166 being shares representing one third ofthe ordinary issued share capital of the Company as at 9 March 2022, excluding treasury shares, none of which are held by the Company) to provide the flexibility to take advantage of business opportunities as they arise.

The second part of this resolution allows the Directors to allot a limited number of ordinary shares (15,574,166 being shares representing one third of the ordinary issued share capital of the Company as at 9 March 2022, excluding treasury shares, none of which are held by the Company) pursuant to a fully pre-emptive rights issue of the Company. The authority will terminate at the next Annual General Meeting of the Company, which must be held no later than 30 June 2023. The Directors do not have any present intention of exercisingthis authority and no issue of ordinary shares will be made which would effectively alter control of the Company without the prior approval of the Company in general meeting.

Special resolutions

15. That subject to the passing of Resolution 14, the Directors be and are hereby empowered, pursuant to

Section 570 of the Companies Act 2006 to allot equity securities (within the meaning of Section 560 of that Act) for cash either pursuant to the authority conferred by Resolution 14 or by way of a sale of treasury shares as if Section 561 of that Act did not apply to any such allotment, provided that thispower shall be limited to:

(a) the allotment of equity securities in connection with an offer of securities (but in the case of the authority granted under paragraph (b) of Resolution 14 by way of rights issue only) in favour of ordinary shareholders of the Company and other persons entitled to participate therein where the equity securities respectively attributable to the interest of all such holders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or any stock exchange or by virtue of shares being represented by depositary receipts or any other matter; and

(b) the allotment of equity securities (otherwise than pursuant to paragraph (a) above) having a nominal value not exceeding in theaggregate £1,168,062,

and shall expire on the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, save that theCompany may before such expiry make offers or agreements which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities pursuant to any such offer or agreement as if the authority conferred by this resolution had not expired.

When ordinary shares are issued for cash, they normally have to be offered, in the first instance, to existing holders of ordinary shares in proportion to their respective shareholdings. This resolution renews a similar power granted at last year's annual general meeting to grant authority to the Directors to allot a limited number of ordinary shares other than to existing shareholders in proportion to their existing shareholdings.

The power to be granted by this resolution will be limited, otherwise than in connection with a rights issue or similar pre-emptive issue, to 2,336,124 ordinary shares, representing 5% of the ordinary issued share capital of the Company as at 9 March 2022.

It also allows the Directors to allot shares up to a nominal amount of £15,574,166 (representing two thirds of the Company's issued share capital) on an offer to existing shareholders on a pre-emptive basis. However, unless the shares are allotted pursuant to a rights issue, the Directors may only allot shares up to a nominalvalue of £7,787,083 (representing one third of the Company's issued share capital). The authority will terminate at the next Annual General Meeting, which must be held no later than 30 June 2023. No issue of ordinary shareswill be made which would effectively alter control of the Company without the prior approval of the Company in general meeting. The Board also confirms that no more than 7.5% of the issued share capital would be issued on a non pre-emptive basis in any three-year period.

• 16. That the Company be and is hereby generally and unconditionally authorised pursuant to Section 701 of the Companies Act 2006 to makemarket purchases (as defined in Section 693(4) of that Act) of ordinary shares of 50p each in the capital of the Company ('Shares') and theDirectors be and are hereby generally and unconditionally authorised to exercise all the powers of the Company to purchase the Shares, provided that:

  (a) the maximum number of Shares acquired pursuant to this authority shall not exceed 4,672,249 Shares, the aggregate nominal valueof which is £2,336,124;

  • (b) the minimum price (excluding expenses) which may be paid by the Company for a Share purchased pursuant to this authority shall be 50p;

  • (c) the maximum price (excluding expenses) which may be paid by the Company for a Share purchased pursuant to this authority shall not be more than the higher of: (i) 5% above the average of the middle market quotations for a Share derived from the London StockExchange Daily Official List for the five business days immediately preceding the day on which such Share is purchased; and (ii) the price stipulated by Article 5(6) of the Market Abuse Regulation (No 598/2014); and

  • (d) unless renewed, the authority conferred by this resolution shall expire on the earlier of the conclusion of the next Annual General Meeting of the Company after the passing of this resolution and the expiry of 12 months from the date of passing this resolution, save that the Company may before such expiry make a contract to purchase which will or may be executed wholly or partly after the expiry of such authority and the Company may make a purchase of such Shares after such expiry pursuant to such contract.

  This resolution seeks the authority of shareholders to allow the Company to purchase its own shares. The authority sought extends to 4,672,249 Shares, representing 10% of the ordinary share capital of the Company in issue as at 9 March 2022. The maximum price, which may be paid per Share, amounts to not more than 5% above the average of the middle market quotations of the Company's shares for the five business days immediately preceding the date of purchase.

  The Directors are of the opinion that it would be advantageous for the Company to be in a position to purchase its own shares should such action be deemed appropriate by the Board. The Directors have no present intention of exercising the authority to purchase the Company's ordinary shares but will keep the matter under review, taking into account the financial resources of the Company, the Company's share price and future funding opportunities. The authority will be exercised only if the Directors believe that to do so would result in an increase in earnings per share and would be in the interests of shareholders generally. Other investment opportunities, gearing levels and the overall position of the Company will be taken into account in reaching such a decision.

  In exercising the authority to purchase the Company's shares, the Directors intend to cancel any shares purchased but may, however,treat the shares that have been bought back as held in treasury and to the extent that any such shares are held in treasury, earnings per share will only be increased on a temporary basis, until such time as the shares are resold out of treasury stock.

  As at 9 March 2022 there were 46,722,499 ordinary shares of 50p each in issue, each with one vote and no shares are held in treasury.

  As at 9 March 2022 warrants and options to subscribe for 1,745,722 ordinary shares in the capital of the Company were outstanding, representing 3.74% of the Company's issued ordinary share capital as at 9 March 2022 (excluding treasury shares held by the Company). If the authority to purchase the Company's ordinary shares was exercised in full, these warrants and options would represent 4.15% of the issued ordinary share capital of the Company (excluding treasury shares held by the Company).

• 17. That the Company be entitled to hold general meetings of the shareholders of the Company (with the

exception of annual generalmeetings) on the provision of 14 clear days' notice to the Company's shareholders.

The Companies Act 2006 (following the implementation of the EU Shareholder Rights Directive) permits the holding of general meetings on 14 clear days' notice provided a special resolution is passed at the Company's

Annual General Meeting approving this notice period. The shorter notice period would not be used as a matter of routine for such meetings but only where this was merited by the nature or urgency of the business of the meeting and was thought to be to the advantage of shareholders as a whole.

By order of the Board

Jane E A Tames Company Secretary STV Group plc Pacific Quay Glasgow G51 1PQ 9 March 2022

Notes

• 1. Information regarding the meeting, including the contents of this notice, details of the total number of shares in respect of which members are entitled to exercise voting rights at the meeting, details of the totals of the voting rights that members are entitled to exercise at the meeting and, if applicable, any members' statements, members' resolutions or members' matters of business received by the Company after the date of this notice, is available from the Investors section atwww.stvplc.tv

• 2. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A shareholder may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder.

• 3. A proxy need not be a shareholder of the Company but must attend the meeting to represent you. Your proxy could be the Chairman or other person who has agreed to attend to represent you. Your proxy will vote as you instruct and must attend the meeting for yourvote to be counted.

• 4. To appoint a proxy and give proxy instructions please visitwww.signalshares.com.You will require your investor code which can be found on your share certificate or obtained from our Registrar, Link Group. To request a paper proxy form please contact Link on 0371 664 0300 or [e-mail]. (Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom arecharged at the applicable international rate. Lines are open 9.00am-5.30pm Monday to Friday excluding bank holidays in England and Wales).

• 5. To be valid the appointment of a proxy must be received online, by post or by hand (during normal business hours only) at Link Group,10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL no later than 11.00am on 19 April 2022 or 48 hours before the time of any adjournment of the meeting.

• 6. The return of a completed proxy form, in writing or online or any CREST Proxy Instruction (as described in paragraph 11 below) will notprevent a shareholder attending the Annual General Meeting and voting in person if he/she wishes to do so.

• 7. A copy of this notice has been sent for information only to persons who have been nominated by a member to enjoy information rights under Section 146 of the Companies Act 2006 (a 'Nominated Person'). The right to appoint a proxy cannot be exercised by a Nominated Person. However, a Nominated Person may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructionsto the shareholder as to the exercise of voting rights.