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ITV PLC (ITV)

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Tuesday 08 February, 2005

ITV PLC

Share Capital Reorganisation

ITV PLC
08 February 2005

                                    ITV plc

           Reorganisation of share capital and scheme of arrangement

                              Shareholder approval

ITV plc ('ITV') announces that ITV shareholders have approved the proposed
reorganisation of its share capital and the adoption of new articles of
association that aim to reduce the number of US resident persons holding each
class of ITV shares, either directly or through another person, to a level at
which certain US registration and reporting obligations would cease to apply to
ITV.  All resolutions were passed by the requisite majorities at separate
meetings held yesterday of scheme ordinary shareholders and scheme convertible
shareholders, an extraordinary general meeting and separate meetings of ordinary
shareholders and convertible shareholders.  All votes were taken on a poll of
the relevant classes of ITV shareholders and were approved as follows:

Court meeting of scheme ordinary shareholders:

The resolution to approve the scheme of arrangement was approved by 17,459,772
votes for the resolution and 62,811 votes against the resolution.  The votes for
the resolution were cast by shareholders representing 98.2% in number of those
voting.

Court meeting of scheme convertible shareholders:

The resolution to approve the scheme of arrangement was approved by 250,063
votes for the resolution and 9,475 votes against the resolution.  The votes for
the resolution were cast by shareholders representing 90% in number of those
voting.

Extraordinary General Meeting:

The special resolution to approve the scheme of arrangement and the reduction of
ITV's share capital was approved by 2,656,313,369 votes for the resolution and
118,148,289 votes against the resolution.  The special resolution to approve the
adoption of new articles of association of ITV was approved by 2,585,116,251
votes for the resolution and 118,495,786 votes against the resolution.

Ordinary shareholder meeting:

The extraordinary resolution to approve the variation of the rights of ordinary
shareholders was approved by 2,547,898,586 votes for the resolution and
119,103,613 votes against the resolution.

Convertible shareholder meeting:

The extraordinary resolution to approve the variation of the rights of
convertible shareholders was approved by 66,633,561 votes for the resolution and
480,618 votes against the resolution.

The Court hearing to sanction the scheme of arrangement is expected to take
place on 11 March 2005 at The Royal Courts of Justice, Strand, London WC2A 2LL.

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

ITV                                 020 7620 1620
Brigitte Trafford

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.


                      This information is provided by RNS
            The company news service from the London Stock Exchange