Executive Directors - LTIP Awards and Exercise

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

27 JULY 2017

SKY PLC

(the "Company")

EXECUTIVE DIRECTORS - LTIP AWARDS AND EXERCISE

In accordance with the Company's remuneration policy, awards under the Company's Long Term Incentive Plan ('LTIP') have been granted to Jeremy Darroch and Andrew Griffith (together the 'Executive Directors') over the following number of ordinary shares of 50 pence each in the Company ('Ordinary Shares'), at nil-cost per share:

Jeremy Darroch 600,000

Andrew Griffith 350,000

The awards will vest on 29 July 2019, subject to the achievement of performance targets including in respect of average earnings per share growth, operating cash flow and revenue growth.

LTIP awards granted to the Executive Directors in 2014 and 2015 for the three year performance period ended 30 June 2017 have now vested in full. The Executive Directors give notice that they intend to exercise up to all of the vested awards and sell the resulting shares. This is consistent with their previous practice.

In addition, each of the Executive Directors has notified the Company that it is his intention to invest the maximum entitlement of 50% of his annual bonus for the year ended 30 June 2017 in Ordinary Shares, as permitted under the Company's Co-Investment Plan. The Executive Directors' beneficial interests are expected to increase as a result.

Accordingly, Jeremy Darroch gives notice that he intends to exercise awards over and sell up to 1,200,000 Ordinary Shares and Andrew Griffith gives notice that he intends to exercise awards over and sell up to 700,000 Ordinary Shares.

The beneficial interests of the Executive Directors in the share capital of the Company remain unchanged following these notifications as follows:

Jeremy Darroch: 689,871

Andrew Griffith: 172,445

A further notification or notifications shall be made following the exercise of an award and sale of shares by either of the Executive Directors.

The Executive Directors, as members of the Independent Committee of the Board, continue to intend to recommend that shareholders vote in favour of the offer by 21st Century Fox for the fully diluted share capital of the Company which 21st Century Fox and its Affiliates do not already own (the "Acquisition") and the Executive Directors continue to undertake to vote in favour of the Acquisition in respect of their beneficial holdings detailed above (being the same number of Ordinary Shares that are subject to the undertakings as described in the offer announcement made on 15 December 2016), and, except as otherwise set out in this announcement, any other beneficial holdings acquired following the date of this announcement.

Recognising that LTIP awards form part of the Executive Directors' ordinary course remuneration, 21st Century Fox have agreed that the irrevocable undertakings provided by the Executive Directors on 14 December 2016 shall not apply in respect of the sale of shares acquired pursuant to the vested LTIP awards. This agreement will shortly be uploaded to the Company's website (at corporate.sky.com/investors/21st-century-fox-offer).

The notifications below are made in accordance with the requirements of the EU Market Abuse Regulation.

Disclosure requirements

Under Rule 8.3(a) of the City Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30pm (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30pm (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Time

All times shown in this Announcement are London times, unless otherwise stated.