Private Media Group (PRVT)

What vote is required to approve each matter and how are votes counted?

Votes will be counted by the inspector of elections appointed for the Annual Meeting.

For Proposal No. 1 (to elect six directors to hold office until the next Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified) a plurality of votes by the holders of the common stock is required for the election of directors. Broker non-votes and abstentions will have no effect on the outcome.

For Proposal No. 2 (to approve the issuance of shares of common stock in connection with the acquisition of the GameLink companies) a majority of the total votes cast is required for shareholder approval, exclusive of shares issued in connection with the acquisition. Broker non-votes and abstentions will have no effect on the outcome.

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For Proposal No. 3 (to approve an amendment of our restated articles of incorporation to effect a reverse stock split at a ratio of between 1 for 2 and 1 for 50 at any time prior to December 31, 2010) a majority of the outstanding shares of common stock on the record date, voting in person or represented by proxy, is required for approval. Shares of common stock voted to abstain and shares of common stock subject to broker “non-votes” have the practical effect of being voted against the matter.

For Proposal No. 4 (to approve the Company’s 2009 Equity Incentive Plan) a majority of the total votes cast is required for shareholder approval. Broker non-votes and abstentions will have no effect on the outcome.

For Proposal No. 5 (to ratify the appointment of BDO Audiberia as our independent registered public accounting firm for the fiscal year ending December 31, 2009) a majority of the total votes cast is required for shareholder approval. Broker non-votes and abstentions will have no effect on the outcome.

In the event that sufficient votes in favor of the proposals are not received by the date of the Annual Meeting, the persons named as proxies may propose one or more adjournments of the Annual Meeting to permit further solicitations of proxies. Any such adjournment will require the affirmative vote of the holders of a majority of the shares of common stock present in person or by proxy at the Annual Meeting. The persons named as proxies will vote in favor of such adjournment or adjournments.