Placing of Ordinary Shares in ITV plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN

PLACING OF ORDINARY SHARES IN ITV plc

British Sky Broadcasting Group plc ("Sky") has successfully placed a shareholding of approximately 10.4% in ITV plc ("ITV") in accordance with the final undertakings given by Sky to the Secretary of State for Business, Innovation and Skills relating to Sky's investment in ITV.

The placing by Sky of 404,362,095 ITV shares with Morgan Stanley Securities Limited at 48.50p per ITV share results in aggregate consideration of approximately £196 million.

Sky intends to retain its residual 7.5% investment in ITV for the medium term and to remain a committed shareholder of ITV.

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION OR RELEASE IN THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH THE PLACING REFERRED TO ABOVE IS UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF AN OFFER OR SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE APPLICABLE SECURITIES LAWS OF AUSTRALIA, CANADA OR JAPAN, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES AUSTRALIA, CANADA OR JAPAN.

MORGAN STANLEY WILL NOT REGARD ANY PERSON (WHETHER OR NOT A RECIPIENT OF THIS DOCUMENT) AS ITS CLIENT IN RELATION TO THE PLACING AND WILL NOT BE RESPONSIBLE TO ANYONE FOR PROVIDING THE PROTECTIONS AFFORDED TO ITS CLIENTS NOR FOR GIVING ADVICE IN RELATION TO THE PLACING OR ANY TRANSACTION, ARRANGEMENT OR OTHER MATTER REFERRED TO IN THIS ANNOUNCEMENT.