The DirecTV Group (DTV)

OTHER MATTERS

The enclosed proxy gives the Proxy Committee discretionary authority to vote your shares in accordance with its best judgment on any additional matters that may come before the Annual Meeting.

If you vote by mail, we encourage you to specify your choices by marking the appropriate boxes on the enclosed proxy card. You do not need to mark any boxes if you wish to vote according to the Board of Directors’ recommendations; just sign, date and return the proxy in the enclosed envelope. If you vote through the Internet or by telephone, simply follow the instructions on the proxy card. Thank you for your cooperation and prompt response.

By order of the Board of Directors

Larry D. Hunter

Secretary

33

SKU#4006-PS-05

THE DIRECTV GROUP, INC. 2005 ANNUAL MEETING

Directions - The Hilton Hotel New York is located at 1335 Avenue of the Americas (Sixth Avenue) between West 53rd and West 54th Street. The meeting will be held in Concourse A on the Concourse level. Parking is available.

Admission - If you vote by Internet or telephone, please follow the instructions given for requesting admission to the Annual Meeting. If you vote by mail, to request admission, please check the appropriate box on the proxy card and return it in the enclosed envelope. Please remove the attached “Admission Ticket” at the perforation. You must bring it with you to attend the Annual Meeting. When you arrive, please stop at the admissions area in the lobby. If you indicate that you are bringing a guest, he or she must register with you at the same time in order to enter the Annual Meeting. Seating at the Annual Meeting is not reserved. All attendees must have government-issued photographic identification for access to the Annual Meeting. We will accommodate stockholders on a first-come, first-served basis upon arrival at the Annual Meeting.

Security - For security reasons, packages and briefcases will not be allowed at the Annual Meeting.

Time Limit - In order to allow all stockholders a chance to be heard, there will be a three-minute time limit imposed on each speaker and a 20-minute limit per subject.

PROXY/VOTER INSTRUCTION CARD

The DIRECTV Group, Inc.

This Proxy is solicited on behalf of the Board of Directors

The undersigned hereby appoints Bruce B. Churchill and Larry D. Hunter, and each of them, as Proxies with full power of substitution, to vote, as designated on the reverse side, for director substitutes if any nominee becomes unavailable, and in their discretion, on matters properly brought before the Annual Meeting and on matters incident to the conduct of the Annual Meeting, all of the shares of common stock of The DIRECTV Group, Inc., which the undersigned has power to vote at the Annual Meeting of Stockholders to be held on June 1, 2005, or any adjournment thereof.

NOMINEES FOR DIRECTOR: Class II: Ralph F. Boyd, Jr., James M. Cornelius and David F. DeVoe.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES FOR DIRECTOR AND FOR THE RATIFICATION OF ELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT ACCOUNTANTS.

This Proxy will be voted as directed. If no direction to the contrary is indicated, it will be voted as follows: FOR the election of all nominees for director; and FOR the ratification of appointment of independent accountants.

(CONTINUED, and To Be Signed and Dated on the REVERSE SIDE)

SEE REVERSE SIDE

THE DIRECTV GROUP, INC.

2005 ANNUAL MEETING

Wednesday, June 1, 2005 10:00 AM Hilton Hotel New York 1335 Avenue of the Americas New York, New York

ADMISSION TICKET

(Please detach Admission Ticket at perforation.)

The DIRECTV Group, Inc. c/o Proxy Services P.O. Box 8694 Edison, NJ 08818-8694

Your vote is important. Please vote immediately.

Vote-by-Internet

1. Log on to the Internet and go to http://www.eproxyvote.com/dtv

2. Follow the easy steps outlined on the secure website.

OR

Vote-by-Telephone

1. Call toll-free

1-877-PRX-VOTE (1-877-779-8683)

2. Follow the easy recorded instructions.

If you vote over the Internet or by telephone, please do not mail your card.

TO VOTE BY MAIL: Mark, sign and date your proxy card and return it in the enclosed envelope.

(Please detach Proxy Card at perforation.)

Please mark votes as in this example.

Directors recommend Vote FOR

1. ELECTION OF DIRECTORS Nominees: (01) Ralph F. Boyd, Jr.

(02) James M. Cornelius (03) David F. DeVoe

Directors recommend Vote FOR

2. RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

4006

FOR AGAINST ABSTAIN

FOR ALL

NOMINEES

WITHHELD FROM ALL NOMINEES

FOR ALL NOMINEES

EXCEPT

To withhold authority to vote for any particular nominee(s), write the name(s) above.

I/We plan on attending the Annual Meeting.

I/We will be bringing a guest to the Annual Meeting.

Mark the box at right if an address change has been noted on the reverse side of this card.

Please sign exactly as the name(s) appears on this card. Joint owners must each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.

(Stockholder sign here)

Date:

(Co-owner sign here)

Date: