Result of EGM

SMG PLC 23 November 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES. THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS PUBLISHED BY SMG PLC ON 6 NOVEMBER 2007 IN CONNECTION WITH THE PROPOSED RIGHTS ISSUE. COPIES OF THE PROSPECTUS ARE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE. SMG plc 23 November 2007 SMG plc ('SMG' or the 'Company') Results of Extraordinary General Meeting and despatch of Provisional Allotment Letters SMG plc announces that at the Extraordinary General Meeting held today for the purposes of passing certain resolutions relating to the proposed Rights Issue announced on 6 November 2007, the Resolutions put to the meeting were duly passed without amendment. Under the terms of the Rights Issue, 633,850,240 New Shares will be offered by way of rights to Qualifying Shareholders on the basis of 2 New Shares for each Existing Share held and registered at 5.00 pm on Tuesday, 20 November 2007 at 15 pence per New Share, and so in proportion for any other number of Existing Shares then held. The Rights Issue is expected to raise approximately £95.1 million (before expenses) and is fully underwritten by Hoare Govett. Provisional Allotment Letters will today be posted to Qualifying Non-CREST Shareholders, save as stated in the Prospectus. It is expected that the Nil Paid Rights and the Fully Paid Rights will be enabled for settlement by Euroclear by 8.00 am on Monday, 26 November 2007. It is expected that Admission to the Official List will become effective and that dealings in the New Shares will commence on the London Stock Exchange, nil paid, at 8.00 am on Monday 26 November 2007. The latest time and date for acceptance and payment in full under the Rights Issue is 11.00 am on Tuesday 18 December 2007. Definitions used in the prospectus dated 6 November 2007 apply in this announcement unless the context otherwise requires. Details of proxy voting instructions, lodged prior to the Meetings, are set out below: Resolution For Discretion Against Withheld 1. (a) each authorised but unissued ordinary share of 2.5 184,147,314 415,485 685,735 315,950 pence each ('Ordinary Shares') and each authorised, but unissued, redeemable share of £1 each in the capital of the Company be cancelled; (b)the authorised share capital of the Company be and is hereby increased by the creation of 950,775,360 Ordinary Shares forming a single class with the existing Ordinary Shares in the Company and all such shares to have the rights and be subject to the restrictions set out in the Articles of Association of the Company; 2. the directors of the Company be and are hereby generally and unconditionally authorised for 183,728,701 558,578 928,463 348,742 the purposes of Section 80 of the Companies Act 1985 (the 'Act') to exercise all the powers of the Company to allot and issue relevant securities (within the meaning of that Section) up to an aggregate nominal amount of £23,769,384 for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) on the earlier of fifteen months from the date this resolution is passed and the conclusion of the Annual General meeting of the Company in 2008, save that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such after such expiry and the directors of the Company may allot relevant securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired. This authority is in substitution for all existing authorities pursuant to Section 80 of the Act to the extent unused. The Resolutions were proposed as ordinary resolutions. An abstention is not a vote in law and is not counted in the calculation of proportion of votes 'For' or 'Against' a resolution. The total number of ordinary shares of 2.5p in issue as at 23 November 2007 was 316,925,120. Enquiries: Jane E A Tames Company Secretary 0141 300 3074 Hoare Govett Limited, which is authorised and regulated in the UK by the Financial Services Authority, is acting as sponsor, underwriter, broker and financial adviser exclusively for the Company and no one else in connection with the Rights Issue and the admission of the New Shares to the Official List and to trading on the London Stock Exchange's main market for listed securities and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Hoare Govett Limited or for providing advice in relation to the Rights Issue, the proposed admission to listing or trading, or any other matters referred to in this announcement. This information is provided by RNS The company news service from the London Stock Exchange

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