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ITV PLC (ITV)

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Friday 28 March, 2008

ITV PLC

Notice of AGM

ITV PLC
28 March 2008


ITV plc

28 March 2008

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 Thursday 15 May 2008.  The notice
of meeting contains, among others, a resolution which proposes changes to the
Company's Articles of Association ('Articles').  Details of the proposed changes
are set out below.

It is proposed to adopt new Articles of Association ('New Articles') with effect
from the conclusion of the Annual General Meeting, principally to reflect
certain provisions of the Companies Act 2006 ('the Act') currently in force and
coming into force in October 2008. As the proposed changes affect various
provisions in the Company's existing Articles of Association ('Current Articles
'), it is considered more practical to seek to replace the Current Articles in
full rather than to seek approval for numerous individual amendments.

The principal changes introduced in the New Articles are described below. In
particular, changes which are of a minor, technical or clarifying nature, and
also some more minor changes which merely reflect statutory provisions, have not
been separately noted. In a number of places, the numbering in the New Articles
varies from the numbering in the Current Articles (in part because the order of
some of the articles has been changed for the sake of a more logical
progression). The number identifying each article principally affected by the
amendment corresponds to the numbering in the New Articles (unless otherwise
indicated).

1. ARTICLES WHICH DUPLICATE STATUTORY PROVISIONS

Provisions in the Current Articles which replicate provisions contained in the
Act are in the main amended to bring them into line with the Act in force on 6
April 2008. The main examples of provisions of this type are detailed below,
including provisions as to the form of resolutions, the variation of class
rights, the convening of general meetings and proxies. References in the Current
Articles to statutory provisions in the Companies Act 1985 have also been
amended to reflect the new statutory references under the Act where they are
already in force.

2. FORM OF SHAREHOLDER RESOLUTION (ARTICLES 12.1, 56, 64 AND 162)

The Current Articles contain a provision that, where for any purpose an ordinary
resolution is expressed to be required, a special or extraordinary resolution is
also effective and that, where for any purpose an extraordinary resolution is
expressed to be required, a special resolution is also effective. This provision
and other provisions in the Current Articles that refer to extraordinary
resolutions are being amended as the concept of extraordinary resolutions has
not been retained under the Act. Broadly, special resolutions will be used in
place of extraordinary resolutions.

3. VARIATION OF CLASS RIGHTS (ARTICLE 49A)

The Current Articles contain provisions regarding the variation of class rights.
Certain requirements for a meeting to vary class rights (including the quorum
requirements) are laid down in the Act, and are reflected in the Current
Articles. However, a new provision has been added to the New Articles in order
to reflect the Act requirement that a member may not call and may not require
the directors to call a separate meeting of the holders of a class of shares.

4. CONVENING AND NOTICE OF GENERAL MEETINGS (ARTICLES 48 AND 50)

The provisions in the Current Articles that refer to extraordinary general
meetings are being amended as the concept of extraordinary general meetings has
not been retained under the Act. Extraordinary general meetings will now be
referred to as general meetings.

The provisions in the Current Articles dealing with convening general meetings
and the length of notice required to convene general meetings are to be amended
to reflect new provisions in the Act. The New Articles reduce the minimum period
for general meetings from 21 days to 14 days (even where a special resolution is
to be considered) in line with what is permitted by the Act. Annual General
Meetings must now generally be held within six months following the end of the
financial year and the New Articles will reflect this shorter timetable.

5. QUORUM AT GENERAL MEETINGS (ARTICLE 51)

As in the Current Articles, the quorum for a general meeting is two persons,
present either in person or by proxy. The New Articles clarify that the quorum
for a general meeting is two persons present each of whom is a member, or a
proxy or a corporate representative and (in line with the position in the Act)
that a person who is a proxy for the same member, or a representative for the
same corporation, may be counted only once for the purpose of calculating the
quorum.

6. PROXIES (ARTICLES 50, 66, 68, 75, 76, 78, 79 AND 81)

In line with the Act, the New Articles will give proxies the right to vote at a
general meeting on a show of hands as well as on a poll, whereas under the
Current Articles, a proxy is only entitled to vote on a poll. The New Articles
will also give proxies the right to speak at general meetings, again reflecting
the Act. The enhanced rights of proxies under the Act affect a number of
provisions in the New Articles.

The New Articles will specify that in order to be valid a proxy appointment must
be received: (a) not less than 48 hours (or such shorter time as the Board
decides) before the time appointed for holding the meeting; or (b) in the case
of a poll taken more than 48 hours after the meeting, not less than 24 hours (or
such shorter time as the Board decides) before the time appointed for taking the
poll; or (c) in the case of a poll taken following the conclusion of the
meeting, or adjourned meeting, at which it was demanded but 48 hours or less
after it was demanded, before the end of the meeting at which it was demanded
(or such later time as the Board decides). Consistent with the Act, the Company
may, in setting the deadline for receipt of proxies, exclude non-working days,
so that the time before a meeting or a poll by which a proxy must be received
may, in certain cases, be greater than 48 or 24 hours. The latest time by which
a proxy appointment may validly be revoked will also be updated in the New
Articles to reflect what is permitted in the Act (the New Articles will provide
that the Company must receive notice of the revocation by no later than the last
time by which proxy notices can be received). Also, the provision that deals
with the time limit within which a representative of a member under incapacity
has to provide evidence satisfactory to the Board of that representative's right
to vote has been amended in order to tie in with the new provisions on timings
with regard to proxies.

The provisions relating to the content of notices have also been updated to
reflect the additional information required in relation to the appointment of
proxies (including that a member may appoint more than one proxy provided that
each proxy is appointed to exercise the rights attached to a different share or
shares held by him).

The Current Articles provide that if the Company receives more than one proxy
appointment in respect of the same shares, the appointment received last revokes
each earlier appointment. The New Articles retain this concept, but provide that
the Company may use a different method for determining which appointment is
valid, if it thinks that it is more appropriate. This is in line with the
suggestion made by the Institute of Chartered Secretaries and Administrators
that articles may need to provide greater flexibility in this regard in light of
the ability of members to appoint multiple proxies.

7. CORPORATE REPRESENTATIVES (ARTICLE 80)

In line with the Act, a member which is a corporation may appoint multiple
representatives to act (subject to the Act) at a meeting of the Company.

8. CERTIFICATED SHARES - WARRANTS (ARTICLES 5.3) AND SHARE TRANSFERS (ARTICLE
35)

In line with the new provisions in the Act on the issue of share certificates
upon the surrender of a share warrant, it is proposed that the New Articles will
clarify that in fixing the terms on which a warrant is issued, the Board can
specify the terms on which the share certificate for the relevant underlying
shares will be delivered upon surrender of the warrant.

From 6 April 2008, the Act has provided that if a company refuses to register a
share transfer it must give reasons and notify the transferee as soon as
practicable and in any event within two months. The Company proposes to amend
the New Articles to reflect these requirements (previously, the Company did not
have to provide reasons if it exercised its right to refuse to transfer a
certificated share).

9. RESOLUTIONS IN WRITING (ARTICLE 72 CURRENT ARTICLES)

Article 72 of the Current Articles has been deleted as the Act does not permit
public companies limited by shares to use the statutory procedure for written
resolutions.

10. SENDING OF NOTICES, DOCUMENTS ETC (INCLUDING ELECTRONIC ANDWEB
COMMUNICATIONS)

(ARTICLES 150 TO 159)

The New Articles contain detailed and clarified provisions as to how notices,
documents and other information may be sent to or by the Company and extend the
new company communication provisions of the Act to any document or information
sent by the Company. Provisions in the Act, which came into force in January
2007, enable companies to communicate with shareholders by electronic and
website communications. The New Articles continue to allow communications by the
Company to shareholders in electronic form (provided that the shareholder has
agreed, generally or specifically, to this) and they also continue to permit the
Company to take advantage of the new provisions relating to website
communications. Shareholders should note that, as provided by the Act, before
the Company can communicate with a shareholder by means of a website, the
shareholder must be asked individually by the Company to agree that the Company
may send or supply documents or information to him by means of a website and the
Company must either have received a positive response or have received no
response within 28 days (in which case the Company may take that as consent by
the member to receive communications in this way).  Also, when the Company makes
a document or information available on its website, it must notify the
shareholder of this and a shareholder who has received a document or information
by electronic form or by website can always request a hard copy of the document
or information.

The position under the Act, whereby a shareholder may communicate with the
Company by electronic communication if the Company has agreed that the document
or information can be sent or supplied in electronic form (but then only in the
type of electronic form that the Company has agreed to) is clarified in the New
Articles.  In certain circumstances, the Act will deem the Company to have
agreed that shareholders may send documents or other information electronically.

The changes proposed to be made to the Current Articles to reflect the new
company communications regime of the Act require a number of conforming changes
in the New Articles, including in the Interpretation section.

Article 156 of the New Articles sets out when notices, documents and other
information given or sent by the Company to its shareholders are deemed to be
received. A document or information sent by electronic means is deemed to have
been received on the same day as it is sent (notwithstanding a failure in
transmission) and a document or information made available on a website is
deemed to have been received when the intended recipient has been notified (in
accordance with the New Articles) of its availability on the website.

Article 150 of the New Articles clarifies that a shareholder who has no
registered address in the United Kingdom is not entitled to have a document or
other information sent to him unless he provides the Company with a postal
address in the United Kingdom or the Company and the shareholder agrees to the
use of electronic communications and the shareholder provides the Company with
an address for that purpose. However, the Company is not obliged to agree to
provide electronic communications to a shareholder, and may, for example, refuse
to do so where it is concerned that the sending of the document or information
to such address using electronic means would or might cause legal or practical
problems arising in respect of the laws of, or the requirements of a regulatory
body or stock exchange or other authority in, any territory.

11. INDEMNITY (ARTICLE 164)

The Act has in some respects widened the scope of the powers of a company to
indemnify directors. In particular, a director of a pension trustee company can
be indemnified against liability incurred in connection with that company's
activities as trustee of an occupational pension scheme, by the pension trustee
company itself or by an associated company. The indemnity cannot extend to
liabilities to pay criminal or regulatory fines or to defending criminal
proceedings in which the director is convicted. Article 164 of the New Articles
updates the indemnity provisions in the Current Articles by providing that the
Company may (but is not obliged to) indemnify each officer of an associated
company to the extent permissible by the Act, including in connection with that
company's activities as trustee of an occupational pension scheme.

12. CONFLICTS OF INTEREST AND OTHER DIRECTORS' INTERESTS (ARTICLES 114-119)

The Act sets out directors' general duties which largely codify the existing law
but with some changes. Under the Act, from 1 October 2008 a director must avoid
a situation where he has, or can have, a direct or indirect interest that
conflicts, or possibly may conflict with the Company's interests. The
requirement is very broad and could apply, for example, if a director becomes a
director of another company or a trustee of another organisation. The Act allows
directors of public companies to authorise conflicts and potential conflicts,
where appropriate, where the articles of association contain a provision to this
effect. The Act also allows the articles of association to contain other
provisions for dealing with directors' conflicts of interest to avoid a breach
of duty. The amendments to the Current Articles give the directors authority
(subject to the relevant provisions in the Act coming into force) to approve
such situations and include other provisions to allow conflicts of interest to
be dealt with in a similar way to the current position.

There are safeguards which will apply when directors decide whether to authorise
a conflict or potential conflict. First, only directors who have no interest in
the matter being considered will be able to take the relevant decision, and
second, in taking the decision the directors must act in a way they consider, in
good faith, will be most likely to promote the Company's success. The directors
will be able to impose limits or conditions when giving authorisation if they
think this is appropriate.

It is also proposed to include provisions relating to confidential information,
attendance at board meetings and availability of Board papers to protect a
director being in breach of duty if a conflict of interest or potential conflict
of interest arises. These provisions will only apply where the position giving
rise to the potential conflict has previously been authorised by the directors.
It is the Board's intention to report annually on the Company's procedures for
ensuring that the Board's powers to authorise conflicts are operated effectively
or otherwise to follow developing best practice as regards process and reporting
in relation to the Board's powers to authorise conflicts.

Under the Act, directors are under a duty to declare the nature and extent of
their direct or indirect interests in transactions and arrangements which are
proposed but which have not yet been entered into by the Company and also in
existing transactions and other arrangements that the Company has already
entered into. The New Articles update the provisions in this regard to bring
them into line with the Act.

A copy of the New Articles marked to show the changes being proposed are
available for inspection at the registered office of the Company during normal
business hours on weekdays (Saturday and public holidays excepted) from today
until the date of the Annual General Meeting, and at the place of the Annual
General Meeting from 9.00 am until the conclusion of the Meeting.


For further enquiries please contact:

ITV plc
Tel: 0844 8818000

James Tibbitts   -        Company Secretary
Mark Gallagher   -        Director of Group Corporate Affairs


Website: www.itv.com; investor information: www.itvplc.com


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