Under the terms of the Merger, Granada Shareholders received:

for each Granada Share

1 ITV Ordinary Share, and

Carlton Ordinary Shareholders received:

for each Carlton Ordinary Share	1.9386 ITV Ordinary Shares and
	0.1835 ITV Convertible Shares

Based on 671,960,088 Carlton Ordinary Shares in issue as at 4 December 2003, Carlton Ordinary Shareholders received 1,302,661,826 ITV Ordinary Shares representing approximately 32% of the issued ordinary share capital of ITV plc.

This will potentially increase to approximately 34% in 2006 conditional on the achievement of a share price for the ITV Ordinary Shares of 140 pence and on achievement of an earnings target for the ITV Ordinary Shares for the year ending September 2005 equal to or greater than 6.26 pence.

The ITV Convertible Shares will convert into ITV Ordinary Shares on a one for one basis (subject to adjustment in certain circumstances) if the above conditions are satisfied.

Based on 2,768,244,245 Granada Shares in issue as at 4 December 2003, Granada Shareholders will receive 2,768,244,245 ITV Ordinary Shares representing approximately 68% of the ITV Ordinary Shares, potentially reducing to approximately 66% in 2006 if the ITV Convertible Shares convert.

It is also intended that Granada Shareholders on the register of members of Granada on 28 January 2004 will receive a total of approximately £200 million in cash following completion of the Merger. This is equivalent to approximately 7.225p per Granada Share and it is intended that this payment will be made by the 28 February 2004.

Full details can be found in the Listing Particulars and Scheme Documents.