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ITV PLC (ITV)

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Thursday 13 January, 2005

ITV PLC

Posting of Scheme documents

ITV PLC
13 January 2005


                                                                 13 January 2005



                                    ITV plc

           Reorganisation of share capital and scheme of arrangement

                          Posting of scheme documents



ITV plc ('ITV') announces that it is today posting a circular to its
shareholders (the 'Scheme Circular'), comprising, among other things, an
explanatory statement in respect of a shareholders' scheme of arrangement and
notice of an extraordinary general meeting, in relation to the proposed
reorganisation of its share capital (the 'Reorganisation') that was announced on
21 December 2004.  As previously announced, the purpose of the Reorganisation is
to make ITV eligible to suspend certain registration and reporting obligations
to the United States Securities and Exchange Commission that ITV inherited from
Carlton Communications Plc ('Carlton') following the merger of Granada plc and
Carlton that formed ITV in early 2004.  ITV will continue to fulfil its
registration and reporting obligations to the UK Listing Authority and the
London Stock Exchange.  ITV will also today post a copy of the Scheme Circular
and the related documentation on its website which can be accessed at
www.itvplc.com.

1.         Shareholder meetings

The shareholder meetings required to approve the Reorganisation, comprising
separate meetings of scheme ordinary shareholders and scheme convertible
shareholders (each convened by order of the High Court of Justice in England and
Wales dated 11 January 2005), an extraordinary general meeting, and separate
meetings of ordinary shareholders and convertible shareholders, will take place
on 7 February 2005 at The Elizabeth Windsor Room, Fifth Floor, The Queen
Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE at
the following times:

12.00 p.m.   Meeting of scheme ordinary shareholders;

12.10 p.m.   Meeting of scheme convertible shareholders (or as soon thereafter 
             as the meeting of scheme ordinary shareholders concludes or is
             adjourned);

12.20 p.m.   Extraordinary general meeting (or as soon thereafter as the meeting 
             of scheme convertible shareholders concludes or is adjourned);

12.30 p.m.   Meeting of ordinary shareholders (or as soon thereafter as the 
             extraordinary general meeting concludes or is adjourned); and

12.40 p.m.   Meeting of convertible shareholders (or as soon thereafter as the 
             meeting of ordinary shareholders concludes or is adjourned).



2.         Notices

ITV also today caused the following notices to be published in the United
Kingdom and International editions of the Financial Times in connection with the
Reorganisation:

'IN THE HIGH COURT OF JUSTICE                 No. 7836 of 2004
CHANCERY DIVISION
COMPANIES COURT





                            IN THE MATTER OF ITV PLC

                                    - and -

                    IN THE MATTER OF THE COMPANIES ACT 1985



NOTICE IS HEREBY GIVEN that, by an Order dated 11 January 2005 made in the above
matter by the High Court of Justice in England and Wales, the Court has directed
that a meeting be convened of Scheme Ordinary Shareholders (as defined in the
circular to shareholders dated 13 January 2005 (the 'Circular')) (the 'Court
Meeting of Scheme Ordinary Shareholders') for the purpose of considering and, if
thought fit, approving (with or without modification) the scheme of arrangement
set out in the Circular (the 'Scheme') proposed to be made between ITV plc (the
'Company'), Scheme Ordinary Shareholders and Scheme Convertible Shareholders (as
defined in the Circular) under section 425 of the Companies Act 1985 (as
amended) (the 'Act') and that the Court Meeting of Scheme Ordinary Shareholders
be held at The Elizabeth Windsor Room, Fifth Floor, The Queen Elizabeth II
Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE on 7 February
2005 at 12.00 p.m. (UK time), at which time and place Scheme Ordinary
Shareholders are requested to attend.

A copy of the Scheme, and a copy of the explanatory statement required to be
furnished pursuant to section 426 of the Act, are incorporated in the Circular.

Scheme Ordinary Shareholders may vote in person at the Court Meeting of Scheme
Ordinary Shareholders or they may appoint another person, whether a Scheme
Ordinary Shareholder or not, as their proxy to attend and vote in their stead. A
proxy need not be a member of the Company. A blue form of proxy for use in
respect of the Court Meeting of Scheme Ordinary Shareholders accompanies the
Circular. Alternatively, if the Scheme Ordinary Shareholders hold their Scheme
Ordinary Shares in uncertificated form (i.e. in CREST), they may appoint a proxy
by completing and transmitting a CREST Proxy Instruction in accordance with the
procedures set out in the CREST Manual to Capita Registrars (under CREST
Participant ID RA10) so that it is received by no later than 12.00 p.m. (UK
time) on 5 February 2005 or, if the Court Meeting of Scheme Ordinary
Shareholders is adjourned, the CREST Proxy Instruction should be received by no
later than 48 hours before the time fixed for such adjournment. The return of a
completed blue form of proxy or CREST Proxy Instruction will not prevent a
Scheme Ordinary Shareholder from attending and voting in person at the Court
Meeting of Scheme Ordinary Shareholders or any adjournment thereof if such
Scheme Ordinary Shareholder wishes to attend and is entitled to do so.

In the case of joint holders of Scheme Ordinary Shares, the vote of the senior
who tenders a vote, whether in person or by proxy, will be accepted to the
exclusion of the votes of the other joint holder(s), and for this purpose
seniority will be determined by the order in which the names stand in the
register of members of the Company in respect of the relevant joint holding.

It is requested that forms appointing proxies be completed and returned in
accordance with the instructions printed thereon as soon as possible, but in any
event so as to be received by the Company's Registrars, Capita Registrars, at
Corporate Actions, PO Box 166, The Registry, 34 Beckenham Road, Beckenham, Kent,
BR3 4TH, United Kingdom, by no later than 12.00 p.m. (UK time) on 5 February
2005 or, if the Court Meeting of Scheme Ordinary Shareholders is adjourned, by
no later than 48 hours before the time fixed for such adjournment but, if such
forms are not so lodged, they may be handed to the chairman at the Court Meeting
of Scheme Ordinary Shareholders.

Entitlement to attend and vote at the meeting, and the number of votes that may
be cast thereat, will be determined by reference to the register of members of
the Company and/or Written Confirmations (as defined in the Circular) (as
appropriate) as at 6.00 p.m. (UK time) on 5 February 2005 or, if the Court
Meeting of Scheme Ordinary Shareholders is adjourned, 48 hours before the time
fixed for any such adjournment.

By the said Order and Act, the Court has appointed Sir Peter Burt or, failing
him, Mr Charles Allen CBE or, failing him, Mr James Tibbitts to act as chairman
of the Court Meeting of Scheme Ordinary Shareholders and has directed the
chairman to report the result of the meeting to the Court.

The said Scheme will be subject to the subsequent sanction of the Court.

Dated: 13 January 2005



ITV plc
The London Television Centre
Upper Ground
London SE1 9LT'





'IN THE HIGH COURT OF JUSTICE                 No. 7836 of 2004
CHANCERY DIVISION
COMPANIES COURT



                            IN THE MATTER OF ITV PLC

                                    - and -

                    IN THE MATTER OF THE COMPANIES ACT 1985



NOTICE IS HEREBY GIVEN that, by an Order dated 11 January 2005 made in the above
matter by the High Court of Justice in England and Wales, the Court has directed
that a meeting be convened of Scheme Convertible Shareholders (as defined in the
circular to shareholders dated 13 January 2005 (the 'Circular')) (the 'Court
Meeting of Scheme Convertible Shareholders') for the purpose of considering and,
if thought fit, approving (with or without modification) the scheme of
arrangement set out in the Circular (the 'Scheme') proposed to be made between
ITV plc (the 'Company'), Scheme Convertible Shareholders and Scheme Ordinary
Shareholders (as defined in the Circular) under section 425 of the Companies Act
1985 (as amended) (the 'Act') and that the Court Meeting of Scheme Convertible
Shareholders be held at The Elizabeth Windsor Room, Fifth Floor, The Queen
Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE on
7 February 2005 at 12.10 p.m. (UK time), or as soon thereafter as the Court
Meeting of Scheme Ordinary Shareholders (as defined in the Circular) shall have
concluded or been adjourned, at which time and place Scheme Convertible
Shareholders are requested to attend.

A copy of the Scheme, and a copy of the explanatory statement required to be
furnished pursuant to section 426 of the Act, are incorporated in the Circular.

Scheme Convertible Shareholders may vote in person at the Court Meeting of
Scheme Convertible Shareholders or they may appoint another person, whether a
Scheme Convertible Shareholder or not, as their proxy to attend and vote in
their stead. A proxy need not be a member of the Company. A green form of proxy
for use in respect of the Court Meeting of Scheme Convertible Shareholders
accompanies the Circular. Alternatively, if the Scheme Convertible Shareholders
hold their Scheme Convertible Shares in uncertificated form (i.e. in CREST),
they may appoint a proxy by completing and transmitting a CREST Proxy
Instruction in accordance with the procedures set out in the CREST Manual to
Capita Registrars (under CREST Participant ID RA10) so that it is received by no
later than 12.00 p.m. (UK time) on 5 February 2005 or, if the Court Meeting of
Scheme Convertible Shareholders is adjourned, the CREST Proxy Instruction should
be received by no later than 48 hours before the time fixed for such
adjournment. The return of a completed green form of proxy or CREST Proxy
Instruction will not prevent a Scheme Convertible Shareholder from attending and
voting in person at the Court Meeting of Scheme Convertible Shareholders or any
adjournment thereof if such Scheme Convertible Shareholder wishes to attend and
is entitled to do so.

In the case of joint holders of Scheme Convertible Shares, the vote of the
senior who tenders a vote, whether in person or by proxy, will be accepted to
the exclusion of the votes of the other joint holder(s), and for this purpose
seniority will be determined by the order in which the names stand in the
register of members of the Company in respect of the relevant joint holding.

It is requested that forms appointing proxies be completed and returned in
accordance with the instructions printed thereon as soon as possible, but in any
event so as to be received by the Company's Registrars, Capita Registrars, at
Corporate Actions, PO Box 166, The Registry, 34 Beckenham Road, Beckenham, Kent,
BR3 4TH, United Kingdom, by no later than 12.00 p.m. (UK time) on 5 February
2005 or, if the Court Meeting of Scheme Convertible Shareholders is adjourned,
by no later than 48 hours before the time fixed for such adjournment but, if
such forms are not so lodged, they may be handed to the chairman at the Court
Meeting of Scheme Convertible Shareholders.

Entitlement to attend and vote at the meeting, and the number of votes that may
be cast thereat, will be determined by reference to the register of members of
the Company and/or Written Confirmations (as defined in the Circular) (as
appropriate) as at 6.00 p.m. (UK time) on 5 February 2005 or, if the Court
Meeting of Scheme Convertible Shareholders is adjourned, 48 hours before the
time fixed for any such adjournment.

By the said Order and Act, the Court has appointed Sir Peter Burt or, failing
him, Mr Charles Allen CBE or, failing him, Mr James Tibbitts to act as chairman
of the Court Meeting of Scheme Convertible Shareholders and has directed the
chairman to report the result of the meeting to the Court.

The said Scheme will be subject to the subsequent sanction of the Court.

Dated: 13 January 2005



ITV plc
The London Television Centre
Upper Ground
London SE1 9LT'



3.         Shareholder helpline

A helpline is available for ITV shareholders with questions relating to the
Scheme Circular, or any of the related documentation, which may be accessed from
within the UK on Freephone 0800 731 2794 or, if calling from the US, toll free
on 1866 839 5480 or, if calling from any other jurisdiction, on +44 20 8639 2157
between 9.00 a.m. and 8.00 p.m. (UK time) on any business day.  However,
shareholders should note that the helpline operators cannot provide financial or
legal advice and are not able to provide advice as to how shareholders should
exercise their votes, or take any other decisions, in relation to the proposals.

ANALYST ENQUIRIES:

ITV                                              020 7620 1620

James Tibbitts

CITIGROUP GLOBAL MARKETS                         020 7986 4000

Simon Gluckstein
Ed Matthews

MEDIA ENQUIRIES:

CITIGATE DEWE ROGERSON                           020 7638 9571

Simon Rigby
Anthony Kennaway



Citigroup Global Markets Limited is acting for ITV and no-one else in connection
with the Reorganisation and will not be responsible to anyone other than ITV for
providing the protections afforded to clients of Citigroup Global Markets
Limited nor for providing advice in relation to the Reorganisation.




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            The company news service from the London Stock Exchange