Results of Shareholder Meetings

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO ORFROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THERELEVANT LAWS OF SUCH JURISDICTION 3 October 2013 Daily Mail and General Trust plc (`DMGT') Results of Shareholder Meetings The DMGT Board is pleased to announce that, at the Court Meeting and theGeneral Meeting held earlier today in connection with the recommended scheme ofarrangement resulting in the holding by Rothermere Continuation Limited (RCL)of the issued ordinary voting share capital of DMGT not already owned by RCL(the Scheme), eligible DMGT Ordinary Shareholders voted to: - approve the resolution to implement the Scheme by the necessary majority atthe Court Meeting; and - pass the ordinary resolution (Resolution 1), the special resolution(Resolution 2) and the further special resolution (Resolution 3) at the GeneralMeeting. Details of the resolutions passed are set out in the notices of the ShareholderMeetings contained in the scheme document posted to, amongst others, DMGTOrdinary Shareholders on 7 September 2013 (the Scheme Document). If the Scheme becomes effective, it will result in the holding by RCL of all ofthe issued DMGT Ordinary Shares not already owned by RCL (and therefore theentire issued ordinary voting share capital of DMGT) and the holding byRelevant DMGT Ordinary Shareholders of DMGT A Shares in the following ratio:for every 100 DMGT Ordinary Shares held at the Scheme Record Time: 112.5 DMGT AShares, and so in proportion for any greater or lesser number of DMGT OrdinaryShares held. Voting results of the Court Meeting Results of the voting at the Court Meeting held on 3 October 2013 (based onDMGT's 19,886,472 issued voting ordinary shares as at 6:00 p.m. on 1 October2013) were as follows: Results Number of Percentage Number of Percentage of Percentage ofof Court Relevant of Relevant Relevant Relevant DMGT the issuedMeeting DMGT DMGT DMGT Ordinary DMGT Ordinary Ordinary Ordinary Ordinary Shares voted Shares which Shareholders Shareholders Shares voted the Relevant who voted who voted DMGT Ordinary Shares voted represent For 94 90.38 1,442,817 98.64 7.25 Against 10 9.62 19,928 1.36 0.10 Total 104 100.00 1,462,745 100.0 7.35 Voting results of the General Meeting Results of the voting at the General Meeting held on 3 October 2013 was asfollows (a "Vote Withheld" is not a vote in law and accordingly is not countedin the calculation of the proportion of votes "For" and "Against" Resolution 1,Resolution 2 or Resolution 3): Results of General Number of DMGT Percentage of DMGT Meeting Ordinary Shares Ordinary Shares voted voted Resolution 1 For 19,175,109 99.95 Against 8,941 0.05 Vote Withheld 10,139 n.a Total 19,194,189 100.00 Resolution 2 For 19,175,109 99.96 Against 7,605 0.04 Vote Withheld 11,475 n.a Total 19,194,189 100.00 Resolution 3 For 19,175,109 99.94 Against 12,405 0.06 Vote Withheld 6,675 n.a Total 19,194,189 100.00 Effective Date The implementation of the Scheme remains conditional on the satisfaction orwaiver of the remaining Conditions set out in the Scheme Document, includingthe sanction of the Scheme and the confirmation of the Capital Reductions bythe Court at the Court Hearing which is currently scheduled to take place on 28October 2013. The Scheme is expected to become effective on 29 October 2013.However, these dates are indicative only and will depend, amongst other things,on the dates upon which (a) the conditions are satisfied or (if capable ofwaiver) waived, (b) the Court sanctions the Scheme and confirms the associatedCapital Reductions, and (c) a copy of the Court Order(s) has been delivered tothe Registrar of Companies and, if the Court so orders for the CapitalReductions to take effect, the Court Order(s) and the Statements of Capitalhave been registered by the Registrar of Companies. If the Scheme becomes effective (expected on 29 October 2013), it will bebinding on all holders of Relevant DMGT Ordinary Shares, including any holdersof Relevant DMGT Ordinary Shares who did not attend or vote at the CourtMeeting and/or the General Meeting to approve the Scheme. Settlement Subject to the Scheme and the Capital Reductions becoming effective, settlementof the New A Shares to which each Relevant DMGT Ordinary Shareholder isentitled under the Scheme will be effected in the manner set out in the SchemeDocument. Delisting It is intended that the last day of dealings in, and for registration oftransfers of, DMGT Ordinary Shares will be 28 October 2013. The listing ofDMGT's Ordinary Shares will then be suspended at 6.00 p.m. after the marketcloses on 28 October 2013 and cancelled at 8.00 a.m. on 30 October 2013 (theday that is two trading days after the Court Hearing). Timetable The expected timetable of principal events for the implementation of the Schemeis set out on page 1 of the Scheme Document. If any of the key dates set out inthe timetable change, DMGT will give notice of this change by issuing anannouncement via a Regulatory Information Service. Except as otherwise defined herein, capitalised terms used but not defined inthis announcement have the same meanings as given to them in the SchemeDocument. A copy of the Resolutions and the amended articles of association (as amendedby Resolution 2) will be submitted to the National Storage Mechanism and willthereafter be available for inspection at http://www.hemscott.com/nsm.do. A copy of this announcement and the amended articles of association (as amendedby Resolution 2) will also be available on DMGT's website at: http://www.dmgt.com. Enquiries: DMGT +44 20 7938 6000Stephen DaintithClaire Chapman Lazard (Financial Adviser to the Independent DMGT Directors) +44 20 7187 2000Nicholas ShottCyrus Kapadia Brunswick Group LLP (Public Relations Adviser to DMGT) +44 20 7404 5959Kim FletcherCharlie Potter Rothschild (Financial Adviser to RCL) +44 20 7280 5656Dominic Hollamby Rothschild, which is authorised by the Prudential Regulation Authority andregulated in the UK by the FCA and the Prudential Regulation Authority, isacting exclusively for RCL and no one else in connection with the Proposal andwill not be responsible to anyone other than RCL for providing the protectionsafforded to clients of Rothschild or for providing advice in relation to theProposal or any other matters referred to in this announcement. NeitherRothschild nor any of its associates owes or accepts any duty, liability orresponsibility whatsoever (whether direct or indirect, whether in contract, intort, under statute or otherwise) to any person who is not a client ofRothschild in connection with any statement contained herein or otherwise. Lazard & Co., Limited (Lazard), which is authorised and regulated in the UK bythe FCA, is acting exclusively as financial adviser to the Independent DMGTDirectors and no one else in connection with the Proposal and will not beresponsible to anyone other than the Independent DMGT Directors for providingthe protections afforded to clients of Lazard or for providing advice inrelation to the Proposal or any other matters referred to in this announcement.Neither Lazard nor any of its affiliates owes or accepts any duty, liability orresponsibility whatsoever (whether direct or indirect, whether in contract, intort, under statute or otherwise) to any person who is not a client of Lazardin connection with any statement contained herein or otherwise. This announcement is for information purposes only and is not intended to anddoes not constitute or form part of an offer to sell or otherwise dispose of orinvitation to purchase or otherwise acquire any securities or the solicitationof any vote or approval in any jurisdiction, nor shall there be any sale, issueor transfer of the securities referred to in this announcement in anyjurisdiction in contravention of applicable law. This announcement is not intended to and does not constitute, or form part of,and may not be used for the purposes of, an offer to sell or purchase or aninvitation or the solicitation of an offer to subscribe for, buy, otherwiseacquire, sell or otherwise dispose of, any securities by any person, or thesolicitation of any vote or approval pursuant to the Proposal or otherwise, inany jurisdiction (a) in which such offer or invitation is not authorised, (b)in which the person making such offer or invitation is not qualified to do so,or (c) in which, or to any person to whom, it is unlawful to make such offer,solicitation or invitation or which would impose any unfulfilled registration,publication or approval requirements on DMGT, RCL or any of their respectivedirectors, officers, agents or advisers. There shall not be any sale, issuanceor transfer of securities of DMGT in any jurisdiction in contravention ofapplicable law. No action has been taken nor will be taken in any jurisdictionby any such person that would permit a public offering of any securities in anyjurisdiction where action for that purpose is required, nor has any such actionbeen taken with respect to the possession or distribution of this announcementother than in any jurisdiction where action for that purpose is required.Neither DMGT, RCL nor their respective directors, officers, agents or advisersaccept any responsibility for any violation of any of these restrictions by anyother person. Unless otherwise determined by RCL or required by the Panel, and permitted byapplicable law and regulation, the Proposal will not be made available,directly or indirectly in, into or from a Restricted Jurisdiction where to doso would violate the laws in that jurisdiction and no person may vote in favourof the Scheme by any such use, means, instrumentality or from within aRestricted Jurisdiction or any other jurisdiction if to do so would constitutea violation of the laws of that jurisdiction. Accordingly, copies of thisannouncement and any formal documentation relating to the Proposal are notbeing, and must not be, directly or indirectly, in whole or in part, mailed orotherwise forwarded, distributed or sent in or into or from any RestrictedJurisdiction where to do so would violate the laws in that jurisdiction andpersons receiving such documents (including custodians, nominees and trustees)must not mail or otherwise forward, distribute or send them, in whole or inpart, in or into or from any Restricted Jurisdiction where to do so wouldviolate the laws in that jurisdiction. The ability of DMGT Ordinary Shareholders who are not resident in the UnitedKingdom to participate in the Proposal may be affected by the laws of therelevant jurisdictions in which they are located. Persons who are not residentin the United Kingdom should inform themselves of, and observe, any applicablelegal or regulatory requirements of their jurisdictions. The Interim Shares, New Interim Shares and DMGT A Shares have not been, andwill not be, registered under the US Securities Act, or under the securitieslaw of any state, district or other jurisdiction of the United States,Australia, Canada or Japan and no regulatory clearance in respect of theInterim Shares New Interim Shares or DMGT A Shares has been, or will be,applied for in any jurisdiction other than the UK. The Interim Shares, NewInterim Shares and DMGT A Shares may not be offered or sold in the UnitedStates absent registration under the US Securities Act or an exemption fromregistration. It is expected that the Proposal will be effected in relianceupon the exemption from the registration requirements of the Securities Actprovided by Section 3(a)(10) thereof. None of the securities referred to in this announcement have been approved ordisapproved by the US Securities and Exchange Commission, any state securitiescommission in the United States or any other US regulatory authority, nor havesuch authorities passed upon or determined the adequacy or accuracy of thisannouncement. Any representation to the contrary is a criminal offence in theUnited States. The Proposal relates to the securities of a UK company and is proposed to beeffected by means of a scheme of arrangement provided for under the laws ofEngland and Wales. A transaction effected by means of a scheme of arrangementis not subject to the US proxy and tender offer rules. Accordingly, theProposal is subject to UK disclosure requirements and practices applicable inthe United Kingdom to schemes of arrangement, which are different from thedisclosure and other requirements of the US proxy and tender offer rules underthe US Exchange Act. The financial information included in this announcementhas been prepared in accordance with accounting standards applicable in theUnited Kingdom and thus may not be comparable to financial information of UScompanies or companies whose financial statements are prepared in accordancewith generally accepted accounting principles in the United States. The Proposal may, for a US holder of DMGT Ordinary Shares, involve a taxabletransaction for US federal income tax purposes and under applicable US stateand local, as well as foreign and other tax laws. Each holder of DMGT OrdinaryShares is urged to consult his independent professional advisor immediatelyregarding the tax consequences of the Proposal. It may be difficult for US holders of DMGT Ordinary Shares to enforce theirrights and any claim arising out of the US federal securities laws, since RCLand DMGT are located in non-US jurisdictions, and some or all of their officersand directors may be residents of non-US jurisdictions. US holders of DMGTOrdinary Shares may not be able to sue a non-US company or its officers ordirectors in a non-US court for violations of US securities laws. Further, itmay be difficult to compel a non-US company and its affiliates to subjectthemselves to a US court's judgement. Dealing Disclosure Requirements of the Code Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. ormore of any class of relevant securities of an offeree company or of anysecurities exchange offeror (being any offeror other than an offeror in respectof which it has been announced that its offer is, or is likely to be, solely incash) must make an Opening Position Disclosure following the commencement ofthe offer period and, if later, following the announcement in which anysecurities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interestsand short positions in, and rights to subscribe for, any relevant securities ofeach of (i) the offeree company and (ii) any securities exchange offeror(s). AnOpening Position Disclosure by a person to whom Rule 8.3(a) applies must bemade by no later than 3.30 pm (London time) on the 10th business day followingthe commencement of the offer period and, if appropriate, by no later than 3.30pm (London time) on the 10th business day following the announcement in whichany securities exchange offeror is first identified. Relevant persons who dealin the relevant securities of the offeree company or of a securities exchangeofferor prior to the deadline for making an Opening Position Disclosure mustinstead make a Dealing Disclosure. Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1per cent. or more of any class of relevant securities of the offeree company orof any securities exchange offeror must make a Dealing Disclosure if the persondeals in any relevant securities of the offeree company or of any securitiesexchange offeror. A Dealing Disclosure must contain details of the dealingconcerned and of the person's interests and short positions in, and rights tosubscribe for, any relevant securities of each of (i) the offeree company and(ii) any securities exchange offeror, save to the extent that these detailshave previously been disclosed under Rule 8. A Dealing Disclosure by a personto whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time)on the business day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding,whether formal or informal, to acquire or control an interest in relevantsecurities of an offeree company or a securities exchange offeror, they will bedeemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and byany offeror and Dealing Disclosures must also be made by the offeree company,by any offeror and by any persons acting in concert with any of them (see Rules8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevantsecurities Opening Position Disclosures and Dealing Disclosures must be madecan be found in the Disclosure Table on the Takeover Panel's website atwww.thetakeoverpanel.org.uk, including details of the number of relevantsecurities in issue, when the offer period commenced and when any offeror wasfirst identified. You should contact the Panel's Market Surveillance Unit on+44 (0)20 7638 0129 if you are in any doubt as to whether you are required tomake an Opening Position Disclosure or a Dealing Disclosure. Daily Mail and General Trust plc Northcliffe House, 2 Derry Street, London, W8 5TT

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