Takeover Offers

The London Borough of BromleyBR3 4TU51.408954-0.039666Financial Services and Markets Act 2000COMPANIES ACT 2006Companies Act 20062018-07-132018-09-272018-09-282018-10-11TSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211, customer.services@tso.co.uk311954362423

NOTICE OF RECOMMENDED MANDATORY SUPERIOR CASH OFFER BY COMCAST BIDCO LIMITED (“COMCAST BIDCO”), AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF COMCAST CORPORATION (“COMCAST”) FOR SKY PLC (REGISTERED NUMBER 02247735) (“SKY”) PURSUANT TO SECTION 978(1)(C)(II) OF THE COMPANIES ACT 2006

Notice is hereby given in accordance with section 978(1)(c)(ii) of the Companies Act 2006 that a recommended mandatory cash offer (the “Mandatory Offer”) has been made by Comcast Bidco, an indirect and wholly-owned subsidiary of Comcast, for the entire issued and to be issued share capital of Sky. Under the Mandatory Offer, Sky Shareholders are entitled to receive £17.28 in cash for each Sky Share.

The mandatory offer document, containing the terms of the Mandatory Offer and the procedures for acceptance (the “Mandatory Offer Document”) was dated, published and posted to Sky Shareholders on 27 September 2018.

Terms defined in the first offer document sent to Sky Shareholders dated 13 July 2018 (the “First Offer Document”), as such terms are amended and/or supplemented by the Mandatory Offer Document, have the same meanings in this notice.

Sky Shareholders who have previously validly accepted the Offer (and not withdrawn those acceptances) will automatically be deemed to have accepted the Mandatory Offer by virtue of their prior acceptances and therefore need not take any further action. All Sky Shareholders that accepted the Offer before the date of the Mandatory Offer Document will receive £17.28 in cash for each Sky Share.

The Mandatory Offer Document (and any documents or information incorporated by reference in the Mandatory Offer Document) may be inspected, and copies thereof may be obtained, by contacting the Receiving Agent, Link Asset Services, on 0345 307 3443 (or +44 (0) 345 307 3443, if telephoning from outside the UK) between 9.00 a.m. and 5.30 p.m. (London time) Monday to Friday excluding public holidays in England and Wales or by submitting a request in writing to Link Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, United Kingdom, BR3 4TU. The Mandatory Offer Document may also be viewed on Comcast’s website at https://www.cmcsa.com/proposal-for-sky and on Sky’s website at https://www.skygroup.sky/corporate/investors/offers-for-sky/comcast-offer.

This notice 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, nor shall there be any sale, issuance or transfer of securities of Sky in any jurisdiction in contravention of applicable law. The Acquisition will be implemented solely pursuant to the terms of the Mandatory Offer Document (read in conjunction with the First Offer Document) and the Forms of Acceptance, which contain the full terms and conditions of the Acquisition, including details of how to accept the Mandatory Offer. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of, and Sky Shareholders who accept the Mandatory Offer may rely only on, the information contained in the Mandatory Offer Document (read in conjunction with the First Offer Document) and the Forms of Acceptance. Sky Shareholders are advised to read the formal documentation in relation to the Acquisition carefully. Each Sky Shareholder is urged to consult his or her independent professional adviser regarding the tax consequences of the Acquisition.

The Mandatory Offer is not capable of acceptance from or within a Restricted Jurisdiction. Accordingly, persons reading this notice or receiving copies of the First Offer Document, the First Form of Acceptance, the Mandatory Offer Document, the Second Form of Acceptance and any accompanying document (including, without limitation, custodians, nominees and trustees) who have a contractual or legal obligation or who may otherwise intend to forward this notice, the First Offer Document, the First Form of Acceptance, the Mandatory Offer Document, the Second Form of Acceptance and any accompanying document must not, directly or indirectly, mail or otherwise distribute or send them in, into or from a Restricted Jurisdiction, as doing so may invalidate any purported acceptance of the Mandatory Offer. The availability of the Mandatory Offer to Sky Shareholders who are not resident in the United Kingdom or who are citizens, residents or nationals of jurisdictions outside the United Kingdom or who are nominees of, or custodians or trustees for such persons, may be prohibited or affected by the laws of the relevant jurisdictions. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of such jurisdictions.

Sky is a public limited company incorporated in England. The Mandatory Offer is being made to Sky Shareholders in the United States in compliance with the applicable U.S. tender offer rules under the U.S. Exchange Act, including Regulation 14E thereunder taking into account no action and exemptive relief granted by the SEC, and otherwise in accordance with the requirements of English law, the Code, the Panel, the London Stock Exchange and the FCA. The Mandatory Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer law and practice.

The Mandatory Offer Document has been prepared for the purposes of complying with English law and regulation (including the Code), and the information disclosed, the format and the style may not be the same as that which would have been disclosed if the Mandatory Offer Document had been prepared in accordance with the laws and regulations of jurisdictions outside of England.

Any Sky Shareholder who is in any doubt about the Mandatory Offer or the contents of the Mandatory Offer Document or the action he/she should take, is recommended to seek immediately his/her own personal independent financial, legal and tax advice from his/her stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if he/she is resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser in the relevant jurisdiction.

The Mandatory Offer, which has been made by means of the Mandatory Offer Document, will be open for acceptance until 1.00 p.m. (London time) on 11 October 2018.

The Mandatory Offer is made in respect of the entire issued and to be issued share capital of Sky, including Sky Shares held by persons to whom the Mandatory Offer Document is not being dispatched. The Mandatory Offer is, by means of this notice, being notified to all persons to whom the Mandatory Offer Document may not be dispatched. Any such persons may obtain a copy of the Mandatory Offer Document and the relevant Form of Acceptance by contacting the Receiving Agent, Link Asset Services at Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, United Kingdom, BR3 4TU, or by telephoning the Receiving Agent on 0345 307 3443 (or +44 345 307 3443, if telephoning from outside the UK) between 9.00 a.m. to 5.30 p.m. (London time) Monday to Friday excluding public holidays in England and Wales.

28 September 2018