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GeoEye Shareholders Approve Combination with DigitalGlobe

December 3, 2012
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HERNDON, Va. – GeoEye announced that its shareholders have approved the proposal to combine GeoEye with DigitalGlobe (the "Merger Proposal").

At a special meeting of GeoEye shareholders, 98.3 percent of the shares voting at the special meeting voted in favor of the Merger Proposal.  This represents approximately 77.2 percent of GeoEye's total outstanding shares of common stock as of the record date for the meeting voting in favor of the Merger Proposal.

As previously announced on July 23, GeoEye and DigitalGlobe entered into a definitive merger agreement under which the companies will combine in a stock and cash transaction. In accordance with the terms of the merger agreement, GeoEye shareowners will have the right to elect either 1.137 shares of DigitalGlobe common stock and $4.10 per share in cash, 100-percent of the consideration in cash ($20.27) or 100-percent of the consideration in stock (1.425 shares of DigitalGlobe common stock), for each share of GeoEye stock they own, with the amount of cash and stock subject to proration depending upon the elections of GeoEye shareholders, such that the aggregate consideration mix reflects the ratio of 1.137 shares of DigitalGlobe common stock and $4.10 per share in cash.

The transaction remains subject to the satisfaction of customary closing conditions and regulatory approval from the Department of Justice (DOJ), the Federal Communications Commission (FCC) and the National Oceanic and Atmospheric Administration (NOAA).  GeoEye and DigitalGlobe are working cooperatively with the DOJ, FCC and NOAA, and the transaction is now expected to close in early 2013.  Pursuant to the merger agreement, GeoEye will announce the closing date and the election deadline for shareholders as soon as reasonably practicable prior to the closing of the merger.

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