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ITV PLC (ITV)

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Monday 26 March, 2007

ITV PLC

Notice of AGM

ITV PLC
26 March 2007



ITV plc


26 March 2007



Notice of AGM incorporating proposed amendments to ITV's articles of association


ITV plc has today posted to shareholders of the Company the notice of meeting
for its Annual General Meeting to be held on 17 May 2007.  The notice of meeting
contains, among others, two resolutions which propose changes to the Company's
Articles of Association ('Articles') of the Company.  Details of the proposed
changes are set out below.


1.         Cancellation of unissued deferred shares and preference shares


All of the Company's issued convertible shares of 10 pence each were, in
accordance with the Articles and as a result of failing to meet the test for
conversion into ordinary shares, automatically converted into valueless,
non-voting deferred shares of 10 pence each ('deferred shares') with effect from
1 January 2006.  All of these deferred shares were subsequently transferred to a
custodian which, in turn, transferred them to the Company for no consideration,
whereupon such issued deferred shares were all duly cancelled.  As a
consequence, the Company's authorised share capital now includes an amount
representing unissued deferred shares.  The Company's authorised share capital
also includes an amount representing unissued redeemable preference shares of £1
each ('redeemable shares') which were issued and redeemed as part of the
arrangements for the merger of Granada plc with Carlton Communications Plc.  The
Company has no current intention of re-issuing either the deferred shares or the
redeemable shares.


The purpose of this Resolution is therefore to simplify the share capital
structure of the Company, and make consequential changes to the Articles, by
cancelling the authorised but unissued share capital referable to the deferred
shares and the redeemable shares and removing those provisions in the Articles
which set out the rights and restrictions applicable to those two classes of
shares.  It should be noted that if the Resolution is passed there will be no
effect on shareholders' existing holdings of ordinary shares in the Company.


The Resolution set out in the Notice of Meeting is as follows:


'That:


(a)    the authorised share capital of the Company be reduced by cancelling all
of the:



(i)  authorised but unissued non-voting deferred shares of 10 pence each in the
capital of the Company (the 'Deferred Shares'); and



(ii) the authorised but unissued redeemable preference shares of £1 each in the
capital of the Company (the 'Redeemable Shares');



(b)    the existing articles of association of the Company be amended by the
deletion of paragraphs 4.2 to 4A (inclusive) and the removal of all
consequential references to the Deferred Shares and the Redeemable Shares.'



2.         Adoption of new articles of association



The purpose of this Resolution is to adopt new articles of association in place
of the current Articles (if applicable, as amended in accordance with the
Resolution above).  The material differences between the current Articles and
the proposed new articles of association of the Company (the 'New Articles') to
be adopted pursuant to this resolution are set out below. Changes of a minor or
purely drafting or technical nature have not been mentioned here.



(a)  Electronic communications



With effect from 20 January 2007, new companies legislation, which is set out in
the Companies Act 2006, was introduced to facilitate, among other things,
electronic communications between companies and their shareholders.  The
principle change to the previous legislation is that a company is now able to
send or supply documents or information to its members by publishing such
documents or information on a website provided that each member has been asked
individually by the company to agree to such method of communication and the
company has not received a negative response within 28 days of such a request
being made. The New Articles will contain the necessary provisions to allow the
Company to take advantage of this new method of communication.



Shareholders are being sent a separate letter giving further details of the
Company's proposals as regards electronic communications which all shareholders
are urged to read.  Shareholders should note that, even where this Resolution is
passed, they will remain entitled to receive documents or information from the
Company in hard copy format where they so request.



(b)  Rotation



The current Articles provide that directors shall retire from office on the date
which is three years from the date of their election or last re-election.  In
practice, the date of the Company's AGM often falls a little over a year after
the previous AGM, which means that the period between AGM's held in three
consecutive years is often slightly longer than three years.  So as to reconcile
this with the need for directors to be re-appointed every three years, the New
Articles will provide that each director shall retire at the AGM held in the
third calendar year since the date of his election or last re-election.



The Resolution set out in the Notice of Meeting is as follows:



'That:



That the existing articles of association of the Company be amended by adopting
the regulations set forth in the printed document produced to this meeting and
signed by the Chairman for the purposes of identification as the articles of
association of the Company, in substitution for and to the exclusion of the
existing articles of association, with effect from the conclusion of this Annual
General Meeting.'


Enquiries:


ITV plc                          Tel: 020 7843 8213

James Tibbitts

Brigitte Trafford


Citigate Dewe Rogerson           Tel: 020 7638 9571

Simon Rigby




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