Market Overview

21st Century Fox Response to Statement by the UK's Secretary of State for Culture, Media and Sport and Ofcom's Decision Regarding Sky's Broadcasting License

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21st Century Fox (21CF) notes today's announcement by the
Secretary of State for Culture, Media and Sport that she is minded to
refer its proposed acquisition of Sky to the Competition and Markets
Authority (CMA) for a phase two review in respect of the media plurality
ground. We are pleased that she is minded not to refer to the CMA in
respect of the commitment to broadcasting standards.

While we welcome the Secretary of State's decision on broadcasting
standards, we are disappointed that she does not accept Ofcom's
recommendation stated in its report that "….the proposed undertakings
offered by Fox to maintain the editorial independence of Sky News
mitigate the media plurality concerns."

Separately, 21CF is pleased that Ofcom recognizes that Sky, under full
21CF ownership, would remain a fit and proper holder of broadcast
licenses.

21CF will now make representations to the Secretary of State regarding
her provisional decision and Ofcom's report, and will continue to work
constructively with the UK authorities. In the event that the Secretary
of State makes a final decision to refer to the CMA, we would expect
that the review would take at least 24 weeks. In such an event, the
transaction is expected to close by June 30, 2018.

About 21st Century Fox

21st Century Fox is the world's premier portfolio of cable, broadcast,
film, pay TV and satellite assets spanning six continents across the
globe. Reaching more than 1.8 billion subscribers in approximately 50
local languages every day, 21st Century Fox is home to a global
portfolio of cable and broadcasting networks and properties, including
FOX, FX, FXX, FXM, FS1, Fox News Channel, Fox Business Network, FOX
Sports, Fox Sports Network, National Geographic Channels, STAR India, 28
local television stations in the U.S. and more than 300 international
channels; film studio Twentieth Century Fox Film; and television
production studios Twentieth Century Fox Television and a 50 per cent.
ownership interest in Endemol Shine Group. The Company also holds
approximately 39.1 per cent. of the issued shares of Sky, Europe's
leading entertainment company, which serves 22 million customers across
five countries. For more information about 21st Century Fox, please
visit www.21CF.com.

Note to Editors:

The proposed acquisition has been cleared on public interest and
plurality grounds in all of the markets in which Sky operates outside of
the UK, including Austria, Germany, Italy and the Republic of Ireland.

The acquisition has also received unconditional clearance by all
competent competition authorities.

Further information

Reference is made to the announcement made on 15 December 2016 by the
21st Century Fox Board and the Independent Committee of Sky that they
had reached agreement on the terms of a recommended pre-conditional cash
offer by 21st Century Fox for the fully diluted share capital of Sky
which 21st Century Fox and its Affiliates do not already own (the
"Acquisition"). The full terms and conditions of the Acquisition are set
out in the announcement which was published on 15 December 2016 (the
"Offer Announcement"). Terms used but not defined in this announcement
(the "Announcement") have the meanings given in the Offer Announcement
unless the context requires otherwise.

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 Acquisition or otherwise. The Acquisition will be implemented solely
pursuant to the terms of the Scheme Document, which will contain the
full terms and conditions of the Acquisition, including details of how
to vote in respect of the Acquisition. Any decision in respect of, or
other response to, the Acquisition 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 Acquisition
carefully once it has been dispatched.

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

Information relating to Sky Shareholders

Please be aware that addresses, electronic addresses and certain
other information provided by Sky Shareholders, persons with information
rights and other relevant persons for the receipt of communications from
Sky may be provided to 21st Century Fox during the Offer Period as
required under Section 4 of Appendix 4 of the City Code.

Overseas jurisdictions

The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom may be restricted by law and
therefore any persons who are subject to the laws of any jurisdiction
other than the UK should inform themselves about, and observe any
applicable requirements. In particular, the ability of persons who are
not resident in the UK to vote their Sky Shares with respect to the
Scheme at the Court Meeting, or to execute and deliver forms of proxy
appointing another to vote at the Court Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they are
located. This Announcement has been prepared for the purpose of
complying with English law and the City Code and the information
disclosed may not be the same as that which would have been disclosed if
this Announcement had been prepared in accordance with the laws of
jurisdictions outside the UK. Sky Shareholders who are in any doubt
regarding such matters should consult an appropriate independent advisor
in the relevant jurisdiction without delay. Any failure to comply with
such restrictions may constitute a violation of the securities laws of
any such jurisdiction.

Unless otherwise determined by 21st Century Fox or required by the
City Code, and permitted by applicable law and regulation, the
Acquisition will not be made available, directly or indirectly, in, into
or from a Restricted Jurisdiction where to do so would violate the laws
of that jurisdiction and no person may vote in favour of the Acquisition
by any use, means, instrumentality or form within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute a
violation of the laws of that jurisdiction. Accordingly, copies of this
Announcement and any formal documentation relating to the Acquisition
are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any
Restricted Jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send it in or into or from any Restricted Jurisdiction. If
the Acquisition is implemented by way of an Offer (unless otherwise
permitted by applicable law and regulation), the Offer may not be made
directly or indirectly, in or into, or by the use of mails or any means
or instrumentality (including, but not limited to, facsimile, e-mail or
other electronic transmission, telex or telephone) of interstate or
foreign commerce of, or of any facility of a national, state or other
securities exchange of any Restricted Jurisdiction and the Offer may not
be capable of acceptance by any such use, means, instrumentality or
facilities.

Further details in relation to Sky Shareholders in overseas
jurisdictions will be contained in the Scheme Document.

Additional information for US investors

The Acquisition relates to the shares of an English company and is
being made by means of a scheme of arrangement provided for under
English company law. The Acquisition is not subject to the tender offer
rules or the proxy solicitation rules under the US Securities Exchange
Act of 1934, as amended (the "US Exchange Act"). Accordingly, the
Acquisition is subject to the disclosure requirements and practices
applicable in the UK to schemes of arrangement which differ from the
disclosure requirements of US tender offer and proxy solicitation rules.
If, in the future, 21st Century Fox exercises the right to implement the
Acquisition by way of a takeover offer and determines to extend the
offer into the US, the Acquisition will be made in compliance with
applicable US laws and regulations. Financial information included in
this Announcement and the Scheme Document has been or will have been
prepared in accordance with non-US accounting standards that may not be
comparable to financial information of US companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the US.

It may be difficult for US holders of Sky Shares to enforce their
rights and any claim arising out of the US federal laws in connection
with the Acquisition, since Sky is located in a non-US jurisdiction, and
some or all of its officers and directors reside outside of the US.
Therefore, US holders of Sky Shares may not be able to sue a non-US
company or its officers or directors in a non-US court for violations of
the US securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgment.

Neither the US Securities and Exchange Commission nor any US state
securities commission has approved or disapproved of this transaction,
passed upon the merits or fairness of this transaction or passed upon
the adequacy or accuracy of the information contained in this document.

US shareholders also should be aware that the transaction
contemplated herein may have tax consequences in the United States and,
that such consequences, if any, are not described herein. US
shareholders are urged to consult with legal, tax and financial advisors
in connection with making a decision regarding this transaction.

21st Century Fox reserves the right, subject to the prior consent of
the Panel and the terms of the Co-operation Agreement, to elect to
implement the Acquisition by way of an Offer. If the Acquisition is
implemented by way of an Offer, it will be done in compliance with the
applicable tender offer rules under the US Exchange Act, including
Section 14(e) of the US Exchange Act and Regulation 14E thereunder. 21st
Century Fox, certain affiliated companies and the nominees or brokers
(acting as agents) may make certain purchases of, or arrangements to
purchase, shares in Sky outside such an Offer during the period in which
such an Offer would remain open for acceptance. If such purchases or
arrangements to purchase were to be made, they would be made outside the
US and would be made in accordance with applicable law, including the US
Exchange Act and the City Code.

Cautionary Statement Concerning Forward-Looking Statements

This Announcement contains certain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of
1995. Factors that could affect future results are contained in our
filings with the Securities and Exchange Commission. There can be no
assurance that the proposed transaction will be completed as anticipated
or at all. The "forward-looking statements" included in this
Announcement are made only as of the date of this Announcement and we do
not have any obligation to publicly update any "forward-looking
statements" to reflect subsequent events or circumstances, except as
required by law.

Dealing and Opening Position Disclosure Requirements of the City
Code

Under Rule 8.3(a) of the City Code, any person who is interested in
one per cent. 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
p.m. (London time) on the 10th business day following the commencement
of the Offer Period and, if appropriate, by no later than 3.30 p.m.
(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 one per cent. 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, 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 p.m.
(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 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. If
you are in any doubt as to whether you are required to make an Opening
Position Disclosure or a Dealing Disclosure, you should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Publication on Website

This Announcement will be made available free of charge, subject to
certain restrictions in relation to persons resident in Restricted
Jurisdictions, at
www.21CF-offer-for-Sky.com
by no later than 12 noon (London time) on the day after the Announcement
is made.

Neither the content of any website referred to in this Announcement
nor the content of any website accessible from hyperlinks is
incorporated into, or forms part of, this Announcement.

Sky Shareholders may request a hard copy of this Announcement by
contacting Equiniti Limited on 0371 384 2091. Sky Shareholders may also
request that all future documents, announcements and information in
relation to the Acquisition be sent in hard copy form to such Sky
Shareholder.

Time

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

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