Sky Regulatory News (SKY)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

For immediate release 24 August 2018

Sky plc ("Sky")

Response Circular in relation to offer by 21st Century Fox

At the request of the Panel, Sky wishes to clarify that the Independent Committee's advice to the Independent Shareholders, as set out in the Response Circular dated 20 August 2018 for the reasons set out therein, was given with the benefit of financial advice provided by Morgan Stanley and Barclays for the purposes of Rule 3 of the Takeover Code, and by PJT Partners, each of whom had so advised the Independent Committee as to the financial terms of the offer by 21st Century Fox. In providing their financial advice to the Independent Committee, Morgan Stanley, PJT Partners and Barclays have taken into account the commercial assessments of the Independent Committee.

Enquiries:

Analysts/Investors

Robert Kingston +44 20 7032 3726

Media

Gavin Davis +44 20 7032 7115

Publication on website

A copy of this announcement will be available at www.skygroup.sky/corporate/investors/offers-for-sky/comcast-offer by no later than 12 noon (London time) on the business day following the date of this announcement.

Neither the contents of Sky's website nor the contents of any website accessible from hyperlinks on Sky's website are incorporated into or form part of this announcement.

Important notice relating to financial advisers

Morgan Stanley & Co International plc ("Morgan Stanley"), which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom, Barclays Bank PLC (acting through its Investment Bank) ("Barclays"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority and PJT Partners (UK) Limited ("PJT Partners"), which is authorised and regulated by the FCA in the United Kingdom, are each acting for Sky and no one else in connection with the matters described herein and will not be responsible to anyone other than Sky for providing the protections afforded to their respective clients, for giving advice in connection with the matters described herein or in relation to any matter referred to herein.

Additional Information

Capitalised terms used but not defined in this announcement shall have the meaning given to them in Sky's Response Circular dated 20 August 2018.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident or located in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements. Any failure to comply with applicable requirements may constitute a violation of the securities law of any such jurisdiction.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.