Result of EGM

SMG plc announces that the  resolutions to approve the Tender  Offer,
Share Consolidation  and  Change  of Name  proposed  at  the  General
Meeting held at 10:30am today were duly passed on a show of hands.

Two copies of the resolutions relating to the special business of the
Meeting have  been submitted  to the  UK Listing Authority  and  will
shortly be available at the  UK Listing Authority's Document  Viewing
Facility which is situated at:-

The Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Tel: [phone]

Details of proxy voting instructions, lodged prior to the Meetings,
are set out below:-

                           General Meeting

Resolution                        For     Discretion Against Withheld

1. THAT, the  Company be  and 714,885,032  126,607   543,816  16,289
   is  hereby  generally  and
   unconditionally authorised
   in accordance with section
   166 of  the Companies  Act
   1985   to   make    market
   purchases   (within    the
   meaning of Section  163(3)
   of the Companies Act 1985)
   of ordinary shares of  2.5
   pence each in the  capital
   of the  Company,  pursuant
   to  a  tender  offer   for
   ordinary  shares  on   the
   terms set out or  referred
   to in the circular to  the
   Company's     shareholders
   dated  5  September   2008
   (the "Circular"), (a  copy
   of which  is  produced  to
   the meeting and signed for
   identification purposes by
   the   chairman   of    the
   meeting), provided that:

   (a) the aggregate  nominal
   value of  ordinary  shares
   hereby  authorised  to  be
   acquired shall not  exceed
   £8,333,333;

   (b)  the   minimum   price
   which may be  paid for  an
   ordinary share is 9 pence,
   exclusive of all expenses;


   (c)  the   maximum   price
   which may be  paid for  an
   ordinary   share   is   15
   pence,  exclusive  of  all
   expenses; and

   (d) this authority expires
   on 31 December 2008,  save
   that   the   Company   may
   before the expiry of  such
   authority make a  contract
   to purchase which will  or
   may be executed wholly  or
   partly after the expiry of
   such  authority  and   the
   Company   may    make    a
   purchase  of  such  shares
   after such expiry pursuant
   to such  contract and  all
   shares  so  purchased   in
   pursuance     of      this
   authority     shall     be
   cancelled immediately upon
   completion of the purchase
   and  the  amount  of   the
   Company's   issued   share
   capital   (but   not   its
   authorised share  capital)
   shall be  reduced  by  the
   nominal  amount   of   the
   shares so purchased.


2. THAT conditional upon  the 714,963,855  149,639   432,393  25,857
   passing of  Resolutions  1
   and 4, the Company be  and
   is  hereby  generally  and
   unconditionally
   authorised,             in
   substitution    for    any
   existing  authority  (save
   for     the      authority
   conferred by Resolution  1
   above, which  shall be  in
   addition to the  authority
   hereby    conferred)    in
   accordance  with   Section
   166 of  the Companies  Act
   1985 (within  the  meaning
   of Section  163(3) of  the
   Companies  Act  1985)   of
   ordinary  shares  of   50p
   each in the capital of the
   Company and the  directors
   be    and    are    hereby
   generally              and
   unconditionally authorised
   to exercise all the powers
   of the Company to purchase
   such   shares,    provided
   that:


   (a) the aggregate  nominal
   value of  ordinary  shares
   hereby  authorised  to  be
   acquired shall not  exceed
   £1,545,850;


   (b)  the   minimum   price
   which may be  paid by  the
   Company   for   a    share
   purchased pursuant to this
   authority  shall   be   50
   pence;


   (c)  the   maximum   price
   which may be  paid by  the
   Company   for   a    share
   purchased pursuant to this
   authority  shall  not   be
   more than  the  higher  of
   (i) 5%  above the  average
   of   the   middle   market
   quotations  for  a   share
   derived  from  the  London
   Stock    Exchange    Daily
   Official List for the five
   business days  immediately
   preceding the day on which
   such  share  is  purchased
   and (ii)  an amount  equal
   to the higher of the price
   of  the  last  independent
   trade of an ordinary share
   and  the  highest  current
   bid for an ordinary  share
   as derived from the London
   Stock   Exchange   Trading
   System; and


   (d)  unless  renewed,  the
   authority   conferred   by
   this   resolution    shall
   expire on  the earlier  of
   the conclusion of the next
   Annual General Meeting  of
   the  Company   after   the
   passing of this resolution
   and  the   expiry  of   12
   months from  the  date  of
   the   passing   of    this
   resolution, save that  the
   Company  may  before   the
   expiry of  such  authority
   make   a    contract    to
   purchase which will or may
   be  executed   wholly   or
   partly after the expiry of
   such  authority  and   the
   Company   may    make    a
   purchase  of  such  shares
   after such expiry pursuant
   to such  contract and  all
   shares  so  purchased   in
   pursuance     of      this
   authority     shall     be
   cancelled immediately upon
   completion of the purchase
   and  the  amount  of   the
   Company's   issued   share
   capital   (but   not   its
   authorised share  capital)
   shall be  reduced  by  the
   nominal  amount   of   the
   shares so purchased.

3. THAT  the   name  of   the 715,149,310  148,757   255,580  18,097
   Company  be  changed  from
   SMG Plc to  stv group  plc
   with effect from 1 October
   2008,   and    that    the
   Company's  Memorandum   of
   Association   be   amended
   accordingly.

4. THAT subject  to and  with 714,930,828  172,321   447,294  21,301
   effect from the  amendment
   of the  Official  List  of
   the   Financial   Services
   Authority to  reflect  the
   consolidation    of    the
   Company's  ordinary  share
   capital  provided  for  in
   this  resolution  and  the
   admission   of   the   new
   ordinary shares to trading
   on London  Stock  Exchange
   plc's  main   market   for
   listed securities becoming
   effective  by  31  October
   2008 (or  such later  date
   as the  Directors  of  the
   Company may decide):

   (a)  every   20   existing
   ordinary  shares  of   2.5
   pence each in the  capital
   of the  Company which  are
   authorised but unissued be
   consolidated into one  new
   ordinary share of 50 pence
   each in the capital of the
   Company provided that  any
   fraction of a share  which
   arises      from      such
   consolidation   shall   be
   cancelled;

   (b)  in  respect  of  each
   holding of issued ordinary
   shares of  2.5 pence  each
   on the register of members
   of  the  Company  at  5.00
   p.m. on 30 September 2008,
   every 20 existing ordinary
   shares of  2.5 pence  each
   be consolidated  into  one
   new ordinary  share of  50
   pence each in the  capital
   of the  Company  on  terms
   that    the     fractional
   entitlements to  such  new
   ordinary shares  shall  be
   aggregated             and
   consolidated   into    new
   ordinary  shares  and  the
   Directors of  the  Company
   be      authorised      in
   accordance    with     the
   Company's   Articles    of
   Association to  sell  such
   new    ordinary     shares
   arising      from      the
   consolidation           of
   fractional entitlements.

   (c)     the      Company's
   memorandum of  association
   be amended by the deletion
   of the existing  paragraph
   6 and its substitution  by
   the     following      new
   paragraph 6
   ,  with  effect  from  the
   conclusion     of     this
   meeting:
   "6. The  authorised  share
   capital of the company  is
   £31,692,512  divided  into
   63,385,024 Ordinary Shares
   of 50 pence each."


Resolutions 1-3 were proposed as special resolutions and resolution 4
was proposed as an ordinary resolution.

A vote withheld is not a vote in law and is not counted in the
calculation of proportion of votes "For" or "Against" a resolution

The total number of ordinary shares of 2.5p in issue as at 23
September 2008 is 951,151,887.

Jane E A Tames
Company Secretary
23 September 2008

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