The DirecTV Group (DTV)

ELECTION OF DIRECTORS

The Board of Directors is divided into three classes. The term of the members in Class II expires on the date of the Annual Meeting. The term of the members of Class III expires on the date of the 2006 annual meeting and the term of the members of Class I expires on the date of the 2007 annual meeting. You will be voting only on the election of nominees to serve as members of Class II. There are three such nominees. Proxies cannot be voted for a greater number of persons than the number of nominees named.

Each nominee has consented to serve if elected. The Board has no reason to believe that any nominee will not serve if elected, but if any of them should become unavailable to serve as a director, and if the Board designates a substitute nominee or nominees, the persons named as proxies will vote for the substitute nominee or nominees designated by the Board.

The following table sets forth certain information with respect to the individuals nominated and recommended to be elected by the Board and is based on the records of the Company and information furnished to it by such persons. Please refer to the table titled “Security Ownership of Certain Beneficial Owners and Management” for information pertaining to stock ownership by the nominees.