Response to Announcement made by 21CF and Disney

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 14 December 2017

Sky plc ("Sky")

Response to Announcement made by Twenty-First Century Fox, Inc. ("21CF")and The Walt Disney Company, Inc. ("Disney")

Sky notes today's announcement by 21CF and Disney (the "Announcement") regarding Disney's agreement to acquire 21CF, after a spin-off of certain businesses (the "Disney Transaction") and notes that 21CF's 39% shareholding in Sky forms part of the Disney Transaction.

21CF and Disney have entered into a definitive agreement relating to the Disney Transaction, the completion of which is subject to various regulatory and other approvals.

Sky further notes that, as stated by Disney and 21CF in the Announcement:

"Prior to the close of the transaction, it is anticipated that 21st Century Fox will seek to complete its planned acquisition of the 61% of Sky it doesn't already own. Sky is one of Europe's most successful pay television and creative enterprises with innovative and high-quality direct-to-consumer platforms, resonant brands and a strong and respected leadership team. 21st Century Fox remains fully committed to completing the current Sky offer and anticipates that, subject to the necessary regulatory consents, the transaction will close by June 30, 2018."

Sky remains in an offer period and, together with 21CF, is bound by its offer announcement (dated 15 December 2016) and by the terms of the Co-operation Agreement (dated 15 December 2016); and by the rules of the Takeover Code and the requirements of the Takeover Panel. Sky notes that 21CF's current offer is not conditional on the completion of the Disney Transaction.

Sky further notes the announcement today by the Panel Executive, confirming that the Announcement does not alter 21st Century Fox's obligations under the Takeover Code with respect to its existing pre-conditional offer for Sky announced on 15 December 2016.

Enquiries:

Analysts/Investors

Robert Kingston +44 (0) 20 7032 3726Andrew Gillian +44 (0) 20 7032 1762

Media

Gavin Davis +44 (0) 20 7032 7115Andrew Swailes +44 (0) 20 7032 3862

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the 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 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 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 3.30 pm(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.

Further information

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation, or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be implemented solely pursuant to the terms of the scheme document, which will contain the full terms and conditions of the Offer, including details of how to vote in respect of the Offer. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in the Scheme Document. Sky shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been dispatched.

This announcement does not constitute a prospectus or prospectus equivalent document.

21st Century Fox has reserved the right to elect, with the consent of the Takeover Panel (where necessary) and subject to and in accordance with the terms of the Co-operation Agreement, to implement the Offer by way of a takeover offer. In such event, the Offer will be implemented on substantially the same terms, so far as applicable, as those which would apply to the scheme, subject to appropriate amendments to reflect the change in method of effecting the Offer and the terms of the Co-operation Agreement.

Cautionary note regarding forward-looking statements

This announcement may contain certain forward-looking statements, within the meaning of Section 21E of the US Exchange Act and Section 27A of the US Securities Act of 1933, as amended, with respect to the businesses of 21st Century Fox, Disney or Sky and certain plans and objectives of 21st Century Fox, Disney or Sky with respect thereto. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. Forward-looking statements also often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning.

Forward-looking statements (including those relating to the consummation of any offer and the anticipated benefits thereof) by their nature address matters that are, to different degrees, uncertain. These and other forward-looking statements, including statements regarding the failure to consummate any offer or to make or take any filing or other action required to consummate any offer in a timely manner or at all, are not guarantees of future results and are subject to risks, uncertainties, assumptions and other factors that could cause actual results to differ materially from those expressed in any such forward-looking statements. In addition to the information regarding these risks, uncertainties, assumptions and other factors set forth in the public filings made by Sky and the public filings with the US Securities and Exchange Commission made by 21st Century Fox and Disney, important risk factors that may cause such a difference include, but are not limited to, (i) the completion of any offer on anticipated terms and timing, (ii) the ability to integrate the businesses successfully and to achieve anticipated benefits, (iii) the risk that disruptions from any offer will harm Sky's, 21st Century Fox's or Disney's businesses, (iv) legislative, regulatory, economic, political and market developments and (v) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realisation of forward-looking statements.

Publication of this announcement

 A copy of this announcement will be available at www.skygroup.sky/corporate/investors/21st-century-fox-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.