6-K 1 pressrelease2.txt SHAREHOLDERS AND OPTIONHOLDERS OVERWHELMINGLY APPROVE REINCORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2004 (October 26, 2004) Commission File Number: 1-9141 THE NEWS CORPORATION LIMITED (Name of Registrant) 2 Holt Street, Sydney, New South Wales, 2010, Australia (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F: Form 20-F X Form 40-F Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Yes No X Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Yes No X Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: Yes No X If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not Applicable Annexed hereto as Exhibit A is a press release of The News Corporation Limited ("News Corporation") dated October 26, 2004 announcing that shareholders and optionholders had approved News Corporation's reincorporation to the United States. Such announcement was released to the Australian Stock Exchange and also released in New York. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THE NEWS CORPORATION LIMITED Date: October 26, 2004 By: /s/ Arthur M. Siskind Arthur M. Siskind Director EXHIBIT INDEX Exhibit Page No. in Sequential Numbering System A. Press Release of The News Corporation Limited 6 dated October 26, 2004. EXHIBIT A News Corporation N E W S R E L E A S E For Immediate Release Contact: Greg Baxter 61 419 461 368 Andrew Butcher 212-852-7070 Shareholders and Optionholders Overwhelmingly Approve Reincorporation ______________________ ADELAIDE, AUSTRALIA, October 26, 2004: News Corporation announced that shareholders and optionholders had overwhelmingly approved the company's reincorporation at a series of meetings today. Holders of ordinary shares voting on the scheme (excluding the Murdoch family and associates) voted 91.28 percent of their shares in favour of the proposal, easily exceeding the required majority of 75 percent. Similarly, holders of preferred non-voting shares voting on the scheme (excluding the Murdoch family and associates) voted 96.23 percent of their shares in favour, again well in excess of the 75 percent majority required. The proposal also required approval by more than 50 percent of the number of shareholders voting on the scheme in each class. More than 98 percent of the holders of ordinary shares and more than 96 percent of the holders of preferred shares that voted (excluding the Murdoch family and associates), voted in favour. The proposal had already been approved by shareholders and optionholders who are members or associates of the Murdoch family at separate class meetings held immediately prior to the AGM today. News Corporation chairman and chief executive officer, Mr Rupert Murdoch said he was delighted with the results. "The overwhelming support of our shareholders is a clear endorsement of the strategic direction that management and the board have laid out for the next stage of the development of News Corporation," Mr Murdoch said. "The high voter turnout and the high proportion of votes in favour demonstrate that shareholders have overwhelmingly endorsed this proposal." "We firmly believe that having our primary stock listing on the NYSE will make News Corp a more attractive investment for a far larger pool of potential shareholders. "The move to the United States will give the company far greater financial flexibility with which to pursue our goals." Mr Murdoch reiterated that the move in no way diminished the company's commitment to Australia. "This reincorporation is recognition that our head office has been located overseas for many years and that the vast majority of our revenues and earnings are derived from the United States. But we will remain an active and committed participant in the Australian media industry. "Last night I was proud to lay the foundation stone on the site of the new $60 million home for The Advertiser and The Sunday Mail in Adelaide. Last month, we announced a $200 million upgrade to our printing facilities in Sydney as part of a $500 million commitment to upgrading and expanding our Australian businesses over the next four years. Having been approved by shareholders and optionholders, the company intends to apply to the Federal Court of Australia on Wednesday, November 3 for approval of the schemes of arrangement for the reincorporation. If court approval is given, the schemes will be fully implemented shortly thereafter. The complete results from the scheme meetings and the company's annual general meeting today are as follows: 1. Share Scheme Meeting of Ordinary Shareholders (other than the Murdoch Family and their associates) Total votes: The total number of votes cast on the poll (including the proxy votes) was 948,414,737. The total votes were cast as follows: FOR 865,699,911 (91.28%) AGAINST 82,714,826 (8.72%) Shareholders: The total number of Ordinary Shareholders (other than the Murdoch Family and their associates) who voted in person or by proxy on the resolution was 114,719. Those shareholders voted as follows: FOR 112,606 (98.16%)* AGAINST 2,113 (1.84%)* * 21 shareholders voted both for and against the resolution. Result: The resolution was therefore approved by the necessary majorities. Shareholders holding 29,540,582 shares abstained from voting on the resolution. 2. Share Scheme Meeting of Preferred Shareholders (other than the Murdoch Family and their associates) Total votes: The total number of votes cast on the poll (including the proxy votes) was 2,869,221,708. The total votes were cast as follows: FOR 2,761,016,295 (96.23%) AGAINST 108,205,413 (3.77%) Shareholders: The total number of Preferred Shareholders (other than the Murdoch Family and their associates) who voted in person or by proxy on the resolution was 75,906. Those shareholders voted as follows: FOR 73,368 (96.66%)* AGAINST 2,538 (3.34%)* * 14 shareholders voted both for and against the resolution. Result: The resolution was therefore approved by the necessary majorities. Shareholders holding 52,910,995 shares abstained from voting on the resolution. 3. Capital Reduction Meeting The total number of votes cast on the poll (including the proxy votes) was 3,842,429,582. The total votes were cast as follows: FOR 3,678,946,217 (95.75%) AGAINST 163,483,365 (4.25%) Result: The resolution was therefore approved by the necessary majority. Shareholders holding 81,064,695 shares abstained from voting on the resolution. 4. Scheme Meeting of Optionholders (other than the Murdoch Family and their associates) Total votes: The total number of votes cast on the poll (including the proxy votes) was 419,350,769. The total votes were cast as follows: FOR 419,153,799 (99.95%) AGAINST 196,970 (0.05%) Optionholders: The total number of Optionholders (other than the Murdoch Family and their associates) who voted in person or by proxy on the resolution was 756. Those optionholders voted as follows: FOR 754 (99.74%) AGAINST 2 (0.26%) Result: The resolution was therefore approved by the necessary majorities. Optionholders holding options carrying 1,371,458 votes abstained from voting on the resolution. 5. Share Scheme Meeting of Ordinary Shareholders who are members or associates of the Murdoch Family Total votes: The total number of votes cast on the poll (including the proxy votes) was 627,089,640. The total votes were cast as follows: FOR 627,089,640 (100%) AGAINST Nil (0%) Shareholders: The total number of Ordinary Shareholders who are members or associates of the Murdoch Family who voted in person or by proxy on the resolution was 17. Those shareholders voted as follows: FOR 17 (100%) AGAINST Nil (0%) Result: The resolution was therefore approved by the necessary majorities. There were no abstentions on the resolution. The proxies received prior to the meeting in relation to the resolution were as follows: For the resolution 336,613,728 Against Nil Abstain Nil Undirected 290,445,518 6. Share Scheme Meeting of Preferred Shareholders who are members or associates of the Murdoch Family Total votes: The total number of votes cast on the poll (including the proxy votes) was 217,279,240. The total votes were cast as follows: FOR 217,279,240 (100%) AGAINST Nil (0%) Shareholders: The total number of Ordinary Shareholders who are members or associates of the Murdoch Family who voted in person or by proxy on the resolution was 13. Those shareholders voted as follows: FOR 13 (100%) AGAINST Nil (0%) Result: The resolution was therefore approved by the necessary majorities. There were no abstentions on the resolution. The proxies received prior to the meeting in relation to the resolution were as follows: For the resolution 157,032,720 Against Nil Abstain Nil Undirected 60,238,667 7. Option Scheme Meeting of Optionholders who are members or associates of the Murdoch Family Total votes: The total number of votes cast on the poll (including the proxy votes) was 44,465,845. The total votes were cast as follows: FOR 44,465,845 (100%) AGAINST Nil (0%) Optionholders: The total number of Optionholders who are members or associates of the Murdoch Family who voted in person or by proxy on the resolution was 7. Those optionholders voted as follows: FOR 7 (100%) AGAINST Nil (0%) Result: The resolution was therefore approved by the necessary majorities. There were no abstentions on the resolution. The proxies received prior to the meeting in relation to the resolution were as follows: For the resolution 44,465,845 Against Nil Abstain Nil Undirected Nil 8. Annual General Meeting (a) Resolution to re-elect Mr Cowley The resolution was passed on a show of hands. The proxies received prior to the meeting in relation to the resolution were as follows: For the resolution 1,182,135,379 Against 40,763,353 Abstain 5,684,611 Undirected 333,957,943 (b) Resolution to re-elect Mr Devoe The resolution was passed on a show of hands. The proxies received prior to the meeting in relation to the resolution were as follows: For the resolution 1,181,276,161 Against 43,380,709 Abstain 3,842,872 Undirected 334,034,344 (c) Resolution to elect Mr Dinh The resolution was passed on a show of hands. The proxies received prior to the meeting in relation to the resolution were as follows: For the resolution 1,197,882,081 Against 24,862,711 Abstain 5,586,271 Undirected 334,210,223 (d) Resolution to elect Mr Barnes The resolution was passed on a show of hands. The proxies received prior to the meeting in relation to the resolution were as follows: For the resolution 1,199,562,470 Against 25,098,916 Abstain 3,823,017 Undirected 334,056,083 (e) Resolution to elect Mr Thornton The resolution was passed on a show of hands. The proxies received prior to the meeting in relation to the resolution were as follows: For the resolution 1,181,320,668 Against 41,645,912 Abstain 5,126,392 Undirected 334,296,672 The News Corporation Limited (NYSE: NWS, NWS.A; ASX: NCP, NCPDP) had total assets as of June 30, 2004 of approximately US$52 billion and total annual revenues of approximately US$20 billion. News Corporation is a diversified international media and entertainment company with operations in eight industry segments: filmed entertainment; television; cable network programming; direct broadcast satellite television; magazines and inserts; newspapers; book publishing; and other. The activities of News Corporation are conducted principally in the United States, Continental Europe, the United Kingdom, Australia, Asia and the Pacific Basin. For more information about News Corporation, please visit www.newscorp.com. 2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2004 (October 18, 2004)

Commission File Number: 1-9141

THE NEWS CORPORATION LIMITED

(Name of Registrant)

2 Holt Street, Sydney, New South Wales, 2010, Australia

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes ¨ No x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ¨ No x

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes ¨ No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not Applicable

On October 18, 2004, The News Corporation Limited (the “Registrant”) sent a notice to the members of its Board of Directors and its executive officers informing them that a blackout period under the News America Savings Plan, the News America 401k Savings Plan, the Fox Investment Plan and the Investment Plan for Former Chris-Craft/UTV Employees is expected to begin at 4:00 p.m. Eastern time on November 1, 2004 and end at 4:00 p.m. Eastern time on November 12, 2004 in connection with a proposed reorganization transaction that would change the place of incorporation of the Registrant to the United States (the “Reorganization”). A copy of the notice is attached hereto as Exhibit A.

In addition, in connection with the Reorganization, on October 18, 2004, the Registrant filed with the Australian Stock Exchange an executed copy of the Murdoch Interests Agreement, dated October 7, 2004, among News Corporation, Inc., a Delaware corporation (“News Corp US”), Safeguard Nominees Pty Limited, an Australian corporation (“Safeguard”), Secure Nominees Pty Limited, an Australian corporation (“Secure”) (Secure and Safeguard and any successor entity to any of them, the “Murdoch Trustees”) and Mr. K. Rupert Murdoch (“Mr. Murdoch”) relating to certain restrictions on acquisitions of News Corp US Voting Common Stock by the Murdoch Trustees and Mr. Murdoch (collectively, the “Murdoch Interests”). A copy of the Murdoch Interests Agreement is attached hereto as Exhibit B.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	THE NEWS CORPORATION LIMITED
Date: October 18, 2004	By:	/s/ Arthur M. Siskind
		Arthur M. Siskind
		Director

EXHIBIT INDEX

Exhibit
A.		Notice to Executive Officers and Directors of Prohibition of Insider Trading During Blackout Period of Retirement Plans from 4:00 p.m. Eastern Time on November 1, 2004 to 4:00 p.m. Eastern Time on November 12, 2004.
B.		Murdoch Interests Agreement, dated October 7, 2004, among News Corporation, Inc., a Delaware corporation, Safeguard Nominees Pty Limited, an Australian corporation, Secure Nominees Pty Limited, an Australian corporation, and Mr. K. Rupert Murdoch.

EXHIBIT A

News Corporation

MEMORANDUM

October 18, 2004

TO:		Members of the Board of Directors and Executive Officers
FROM:		Janet Nova, Vice President, Associate General Counsel
RE:		Notice to Executive Officers and Directors of Prohibition of Insider Trading During Blackout Period of Retirement Plans from 4:00 p.m. Eastern Time on November 1, 2004 to 4:00 p.m. Eastern Time on November 12, 2004

As a director or executive officer of The News Corporation Limited (the “Company”), you are subject to the restrictions under Section 306(a) of the Sarbanes-Oxley Act of 2002, which prohibits certain trades during pension plan blackout periods. The blackout period will commence at 4:00 p.m. Eastern time on November 1, 2004 and will end at 4:00 p.m. Eastern time on November 12, 2004. Please note the following:

1. The prohibition is imposed because participants in the News America Savings Plan, the News America 401k Savings Plan, the Fox Investment Plan and the Investment Plan for Former Chris-Craft/UTV Employees (the “Plans”) are not permitted to enter into transactions under their respective Plans with respect to Company or News Corporation, Inc. securities because the Plans require time to administer and implement changes to participant accounts due to the reincorporation of the Company in the United States.

2. You are not permitted to purchase, sell or otherwise acquire or transfer any equity securities of the Company or News Corporation, Inc. (or derivative securities of those equity securities) during the blackout period, unless the applicable transaction is exempt. Your ability to trade in any equity securities of the Company or News Corporation, Inc. will be affected during the blackout period regardless of whether you participate in the Plans.

3. The prohibition on sales and other transfers described in “2.” above applies only to equity securities of the Company or News Corporation, Inc. (and derivatives of such securities) that you have acquired in connection with your service or employment as a director or executive officer of the Company or News Corporation, Inc. It is important to note that any such security you sell or otherwise transfer will be automatically treated as acquired in connection with your service or employment unless you establish that the securities were acquired from another source and this identification is consistent with your treatment of the securities for tax purposes and all other disclosure and reporting requirements.

4. The blackout period will commence at 4:00 p.m. Eastern time on November 1, 2004 and will end at 4:00 p.m. Eastern time on November 12, 2004.

If you have questions about the blackout period or whether a proposed transaction would be exempt, contact Janet Nova at 212-852-7724 or jnova@newscorp.com.

EXHIBIT B

Murdoch Interests Agreement

Agreement made this 7th day of October, 2004 by and among News Corporation, Inc., a Delaware corporation (“News Corporation”) having a principal office located at 1211 Avenue of the Americas, New York, NY 10036, Safeguard Nominees Pty Limited (ACN 002 873 163), an Australian corporation (“Safeguard”), having a principal office located at Level 6, Skygarden, 77 Castlereagh Street, Sydney, NSW 2000, Australia and Secure Nominees Pty Limited (ACN 051 151 823), an Australian corporation (“Secure”) having a principal office located at Level 6, Skygarden, 77 Castlereagh Street, Sydney, NSW 2000, Australia, (Secure and Safeguard and any successor entity to any of them, the “Murdoch Trustees”), and Mr. K. Rupert Murdoch (“Mr. Murdoch”), a natural person with a place of business located at 1211 Avenue of the Americas, New York, NY 10036.

Whereas, the Murdoch Trustees are the trustees of the trust established by Albert Edward Harris pursuant to the deed of trust dated August 27, 1970 (the “AEH Trust”). Following the consummation of the reorganization of The News Corporation Limited, an Australian corporation as described in its Information Memorandum dated 15 September 2004 (the ‘Reorganization”), Mr. Murdoch and the successors to the Murdoch Trustees will own approximately 29.47% of the Class B Common Stock of News Corporation (“News Corporation Voting Stock”); and

Whereas, News Corporation, Mr. Murdoch and the Murdoch Trustees (Mr. Murdoch and the Murdoch Trustees, collectively, the “Murdoch Interests”) have agreed to the implementation of certain restrictions with respect to the purchase by the Murdoch Interests of additional shares of News Corporation Voting Stock, and with respect to the sale of News Corporation Voting Stock, such agreement to be effective upon the implementation of the Reorganization (the “Effective Date”);

The parties hereto, in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, do hereby agree as follows:

1. Restriction on Acquisitions

Except for a Permitted Transfer (as defined below), the Murdoch Interests shall not, directly or indirectly, acquire legal or beneficial ownership of additional shares of News Corporation Voting Stock if such acquisition would result in the percentage of News Corporation Voting Stock legally or beneficially owned by the Murdoch Interests at the date of acquisition being more than three percentage points higher than the percentage of outstanding News Corporation Voting Stock legally or beneficially owned by the Murdoch Interests six months prior to the date of such acquisition; provided, however, that, at any time commencing six months after the Effective Date, the foregoing shall not prevent the acquisition of legal or beneficial ownership of additional shares of News Corporation Voting Stock so long as the acquisition would not result in the percentage acquired being more than six percentage points higher than the percentage of outstanding News Corporation Voting Stock legally or beneficially owned by the Murdoch Interests twelve months prior to the date of such acquisition. Notwithstanding the foregoing, there shall be no prohibition on any acquisitions which result in the Murdoch Interests legally or beneficially owning 29.47% or less of the outstanding News Corporation Voting Stock. For the purposes of this Section 1, no increase in the percentage of News Corporation Voting Stock shall be deemed to have occurred as a result of any acquisition of News Corporation Voting Stock by News Corporation or by any entity controlled directly or indirectly by News Corporation (a “Subsidiary”).

2. Restriction on Transfers

Except for a Permitted Transfer, the Murdoch Interests shall not, directly or indirectly, transfer to a Third Party (as defined below), in any transaction or series of related transactions, legal or beneficial ownership of such number of shares which will, alone or together with the number of shares actually known by the Murdochs to be held by the Third Party prior to such transfer, represent more than 19.9% of the

outstanding News Corporation Voting Stock unless such Third Party shall offer to purchase all of the shares of News Corporation Voting Stock and News Corporation Non-Voting Stock on the terms and conditions as provided for in Section 4 (e) of Article IV of the News Corporation Restated Certificate of Incorporation.

3. News Corporation Obligations

If any person seeks to register on the share register of News Corporation a transfer of News Corporation Voting Stock which News Corporation actually knows is in violation of Sections 1 or 2 of this Agreement, News Corporation shall cause its registrar and transfer agent not to effect such registration. Mr. Murdoch and the Murdoch Trustees shall disclose to News Corporation the terms of any proposed transfer involving the Murdoch Interests. News Corporation shall be responsible, based on such information, to determine whether such proposed transfer is permitted pursuant to this Agreement. The parties hereto shall cooperate in any reasonable manner, and take all such further reasonable actions, to accomplish the purposes of this and all other provisions of this Agreement.

4. Termination of Agreement

The restrictions set forth in Sections 1, 2 and 3 above shall cease to apply, and this Agreement shall terminate, on the earliest to occur of:

(i) the tenth anniversary of the Effective Date;

(ii) the date that any person other than the Murdoch Interests (a “Third Party”) directly or indirectly acquires or otherwise becomes the legal or beneficial owner of fifteen percent (15%) or more of the outstanding News Corporation Voting Stock (excluding any News Corporation Voting Stock acquired from the Murdoch Interests less than one year prior to the date any such determination is made); provided, however, that if a Third Party who acquires fifteen percent (15%) or more of the outstanding News Corporation Voting Stock ceases, within three months of such acquisition, to hold at least fifteen percent (15%) of the outstanding News Corporation Voting Stock, as a result of transfers to the Murdoch Interests or their designees, this Agreement shall be reinstated;

(iii) the commencement by a Third Party of any tender or exchange offer, as defined in Section 4(e) of Article IV of the Restated Certificate of Incorporation of News Corporation; and

(iv) the date that the Murdoch Interests cease to be the legal or beneficial owner of at least ten percent (10%) of the outstanding News Corporation Voting Stock.

5. Definitions and Other Matters:

(a) “Permitted Transfer” shall mean:

(i) a transfer pursuant to a tender or exchange offer, as defined in Section 4(e) of Article IV of the News Corporation Restated Certificate of Incorporation, made by the Murdoch Interests;

(ii) a transfer pursuant to any transaction generally available to the holders of News Corporation Voting Stock, such as a merger, recapitalization or other extraordinary business combination; and

(iii) any other transfer approved by a majority of the votes cast at a meeting of holders of News Corporation Voting Stock, excluding for this purpose any votes cast by the Murdoch Interests.

(b) Anything to the contrary notwithstanding, no buyback which results in an increased ownership percentage by the Murdoch Interests, nor any acquisition by the Murdoch Interests of legal or beneficial ownership of additional shares of News Corporation Voting Stock pursuant to any of (i) to (vi) below, will constitute a breach of clause 1, and the increased percentage or number of shares acquired will not count in determining the number of shares acquired during the six month (or in the case of the proviso to clause 1, twelve month) period prior to any other acquisition:

(i) any pro-rata rights issue (including rights taken up by an underwriter and rights not taken up by others in the first round of a pro-rata rights issue), stock dividend or distribution or stock split, recapitalization, reclassification or similar transaction;

(ii) any underwriting agreement with an underwriter or sub-underwriter, the terms of which are disclosed in a prospectus or other disclosure document;

(iii) any dividend reinvestment or similar plans;

(iv) any shares or other equity interests of any kind issued pursuant to stock options or other incentive compensation issued to any Murdoch Interest in connection with such person’s employment by News Corporation or any of its Subsidiaries;

(v) any acquisition or business combination, provided that the terms of any such issuance to or acquisition by the Murdoch Interests shall be substantially identical to the terms available to holders of the same class of securities of the entity subject to the acquisition or business combination; or

(vi) a Permitted Transfer.

(c) Nothing herein shall be deemed to prevent the acquisition or disposition by News Corporation or any Subsidiary of News Corporation Voting Stock, and the Murdoch Interests shall not be deemed to have acquired or disposed of any News Corporation Voting Stock pursuant hereto as a result of any acquisition or disposition of News Corporation Voting Stock by News Corporation or any Subsidiary (provided that their percentage ownership shall be adjusted to reflect any disposition by them pursuant to a buyback, self-tender or other acquisition by News Corporation of its Voting Stock).

(d) As used herein, any reference to a person (including the Murdoch Interests) shall include (i) the spouse and children of that person, and those children’s children, (ii) Subsidiaries of that person or the persons listed in (i) above, and (iii) entities with whom persons listed in (i) or (ii) above act, or propose to act, in concert in relation to the affairs of News Corporation. In addition to the foregoing categories, any reference to the Murdoch Interests shall also include Actraint No 119 Pty Ltd (ACN 008 657 261), an Australian corporation having a principal office located at Level 2, 306 Little Collins St Melbourne, Victoria 3000 Australia. As used herein with respect to any transfer or acquisition by a person of News Corporation Voting Stock, the phrase “directly or indirectly” shall include any transfer or acquisition by the entities listed in (i) through (iii) above. Notwithstanding the foregoing, the terms “person” and Murdoch Interests shall not include News Corporation or its Subsidiaries, and the phrase “directly or indirectly” shall not include any transfers or acquisitions by News Corporation or its Subsidiaries.

6. Entire Agreement.

This Agreement constitutes the entire agreement among the parties hereto and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Any assignment in violation of this provision shall be null and void.

7. Severability

Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable. The parties hereto further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purpose of the void unenforceable provision.

8. Amendment, Modification or Termination.

Except for a termination in accordance with Section 4 hereof, this Agreement may only be amended, modified or terminated by a writing executed by all of the parties hereto (or their respective successors or assigns); provided, however, that any such amendment, modification or termination shall be effected only in accordance with the provisions of the Restated Certificate of Incorporation of News Corporation.

9. Counterparts

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

10. Governing Law; Legal Venue; Waiver of Jury Trial

(a) This Agreement shall be governed by the laws of the State of Delaware, without regard to principles governing conflicts of law. Any disputes arising from this Agreement shall be resolved in the federal or state courts located in the State of Delaware.

(b) Each party shall submit to the exclusive jurisdiction of such courts and agrees to accept service of process at its address as set forth above (or as may be hereafter notified to the other parties hereto) in any such action or proceeding brought in any such court and hereby waives any claim that such action or proceeding brought in any such court has been brought in an inconvenient forum.

(c) EACH PARTY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARRISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be signed by him or on its behalf, all as of the day and year first above written.

News Corporation, Inc. By: /s/ David F. DeVoe Name: David F. DeVoe Title: Senior Executive Vice President Safeguard Nominees Pty Limited By: /s/ Arthur M. Siskind Name: Arthur M. Siskind Title: Director Secure Nominees Pty Limited By: Arthur M. Siskind Name: Arthur M. Siskind Title: Director /s/ K. Rupert Murdoch Mr. K. Rupert Murdoch

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