ITV PLC — AGM Information 2011

Mar 21, 2011

ITV plc – ANNUAL GENERAL MEETING 2011

Notice of Availability – 2010 Report and Accounts and Notice of 2011 AGM

Important – please read carefully.

You can now access the 2010 Report and Accounts, Notice of the 2011 AGM and submit your proxy via the internet at www.itvplc.com

Notes

• 1. The Form of Proxy below must be lodged with Capita Registrars during normal business hours not later than 48 hours before the time set for the meeting accompanied by any power of attorney under which it is executed (if applicable).
• 1. To appoint as a proxy a person other than the Chairman of the meeting insert the full name in the space provided. A proxy need not be a member of the Company. You can also appoint more than one proxy provided each proxy is appointed to exercise the rights attached to a different share or shares held by you. The following options are available:
• (a) To appoint the Chairman as your sole proxy in respect of all your shares, simply fill in any voting instructions in the appropriate box and sign and date the Form of Proxy.
• (b) To appoint a person other than the Chairman as your sole proxy in respect of all your shares, delete the words "the Chairman of the meeting or" and insert the name and address of your proxy in the spaces provided. Then fill in any voting instructions in the appropriate box and sign and date the Form of Proxy.
• (c) To appoint more than one proxy, you may photocopy this form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. If you wish to appoint the Chairman as one of your multiple proxies, simply write "the Chairman of the Meeting". All forms must be signed and should be returned together in the same envelope (see overleaf).
• 1. Unless otherwise indicated the proxy will vote as he thinks fit or, at his discretion, abstain from voting.

Continued overleaf

To be held at 11.00 am on Wednesday, 11 May 2011 in the Mountbatten Room at the Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE.

If you wish to attend this meeting in your capacity as a holder of Ordinary Shares, please sign this card and on arrival hand it to the Company's registrars. This will facilitate entry to the meeting.

Barcode:

Signature of person attending

Investor Code:

FORM OF PROXY ITV plc – ANNUAL GENERAL MEETING 2011

I/We being a member of the Company hereby appoint the Chairman of the meeting or (see note 2)

Bar Code:

Investor Code:

Event Code:

as my/our proxy to exercise all or any of my/our rights to attend, speak and vote on my/our behalf at the Annual General Meeting of the Company to be held at 11.00 am on Wednesday, 11 May 2011 or at any adjournment thereof. I/We have indicated with a 'X' how I/we wish my/our votes to be cast on the resolutions set out below and I/we direct that my/our proxy will vote (or abstain from voting) as he thinks fit for me/us and on my/our behalf on any other matter which may properly come before the Annual General Meeting or any adjournment thereof

Please tick here if this proxy appointment is one of multiple appointments being made (note 2(c)).

RESOLUTIONS wish to vote		Please mark 'X' to indicate how you	For	Against	Withheld Vote
1		To receive and adopt the Report and Accounts
2	To approve the Remuneration report
3		To elect Lucy Neville-Rolfe as a non-executive director
4		To re-elect John Ormerod as a non-executive director					meetings
5	To re-appoint KPMG Audit Plc as auditors
6	remuneration	To authorise the directors to determine the auditors'
7		Ordinary Resolution – authority to allot shares
Please tick here if you intend to attend the meeting in person
Signature							Date

• RESOLUTIONS wish to vote
• 8 Special Resolution disapplication of pre-emption rights
• 9 Ordinary Resolution political donations
• 10 Special Resolution purchase of own shares
• 11 Special Resolution length of notice period for general meetings

Please mark 'X' to indicate how you

Directions to the ITV plc Annual General Meeting in the Mountbatten Room, the Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE.

Directly opposite Westminster Abbey.

• •A short walk from Westminster or St James's Park Underground stations
• •Victoria and Waterloo mainline stations within 10 minutes
• •Car parks nearby (contact NCP: 0845 050 7080 or visit www.ncp.co.uk for details)

Notes continued

• 1. In case of joint shareholders the signature of any of them will suffice, but the names of all joint holders should be shown, and the vote of the senior holder who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holder(s) and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
• 1. A corporation must execute the Form of Proxy under either its common seal or the hand of a duly authorised officer or attorney. A corporation may appoint more than one corporate representative.
• 1. The Form of Proxy is for use in respect of the shareholder account specified above only and should not be amended or submitted in respect of a different account.
• 1. The "Vote Withheld" option is to enable you to abstain on any particular resolution. Such a vote is not a vote in law and will not be counted in the votes "For" and "Against" a resolution.
• 1. Shares held in uncertified form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST Manual and in the Notice of AGM. Shareholders wishing to vote online should visit www.capitashareportal.com or www.itvplc.com/investors/agm and follow the instructions.
• 1. Completion and return of the Form of Proxy will not preclude you from attending and voting in person at the Meeting should you subsequently decide to do so.
• 1. Shareholders outside the UK can reply by posting the form of proxy in an envelope to Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Great Britain BR3 4TU.

You can return the Form of Proxy to the return address printed on the back of the form. If you do not wish the Form of Proxy to be seen by anyone except the Company and the Registrar, you should post it in an envelope to Freepost RSBH-UXKS-LRBC, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU.

Business Reply Licence Number RSBH-UXKS-LRBC

PXS 34 Beckenham Road Beckenham BR3 4TU