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NEWS CORP Capital/Financing Update 2021

Dec 19, 2021

30325_rns_2021-12-19_d28c4e17-22e3-4ce3-aac1-383b179b935a.pdf

Capital/Financing Update

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+Rule 3.8A

Appendix 3C Notification of buy-back

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 – Entity and announcement details

Part 1 – Entity and announcement details
Question
no
Question Answer
1.1 *Name of entity
We (the entity named above) provide the following information
about our buy-back
NEWS CORPORATION
1.2 *Registration type and number
Please supply your ABN, ARSN, ARBN, ACN or another
registration type and number (if you supply another registration
type, please specify both the type of registration and the
registration number).
ARBN 163882933
1.3 *ASX issuer code NWS
1.4 *The announcement is
Select whichever is applicable.
☐New announcement
☒Update/amendment to
previous announcement
☐Cancellation of previous
announcement
☒Daily buy-back notification
Not applicable for selective buy-backs
(complete Part 4)
☐Final buy-back notification
(complete Part 5)
1.4b *Reason for update
Answer this question if your response to Q 1.4 is
“Update/amendment to previous announcement”.
Update to 3A.1
1.4c *Date of initial notification of buy-back
Answer this question if your response to Q 1.4 is
“Update/amendment to previous announcement” or “Cancellation
of previous announcement”.
23/9/2021
1.4d *Date of previous announcement to this update
Answer this question if your response to Q 1.4 is
“Update/amendment to previous announcement”.
17/12/2021
1.5 *Date of this announcement 20/12/2021
1.6 *Class of +securities the subject of the buy-back:
Note: only one type of buy-back for one class of security can be
advised in this notification. If a buy-back extends to more than one
class of security, a separate notification is required for each class.
ASX Security Code: NWSAA
Security Description: COMMON
STOCK CLASS A
  • See chapter 19 for defined terms 5 June 2021

Page 1

Appendix 3C Notification of buy-back

Part 2 –Type of buy-back

Question
No.
Question Answer
2.1 *The type of buy-back is
Note this form is not required for minimum holding buy-backs (i.e.
buy-backs of unmarketable parcels). The only notification required
to ASX for a minimum holding buy-back is the lodgement of an
Appendix 3H within 5 business days of the completion of the
minimum holding buy-back notifying ASX of the cancellation of the
securities bought back in accordance with listing rule 3.8A.
☐Employee share scheme buy-
back
☐On-market buy-back
☐Equal access scheme buy-
back
☐Selective buy-back
☒Other buy-back
Select one item.
Note: “Other buy-back” does not include
a minimum holding buy-back. The
section “Other buy-back” will generally
only be applicable to an entity
established outside Australia.
2.2 Please describe the type of buy-back
Answer this question if your response to Q 2.1 is “Other buy-back”.
Repurchase program for up to
an aggregate of US$1 billion of
the Company’s Nasdaq-listed
Class A common stock and
Class B common stock. Subject
to market conditions and the
market price of the Company’s
stock, as well as other factors,
the Company intends to
repurchase, from time to time, in
the open market or otherwise, a
combination of the Company’s
Class A common stock and
Class B common stock. No ASX-
listed CDIs will be repurchased
in this program.

Part 3 –Buy-back details

Part 3A – Details of +securities, price and reason

3A.1 *Total number of +securities on issue in the class of
+securities to be bought back
383,629,243
3A.2 *Total number of +securities proposed to be bought
back
Answer this question if your response to Q 2.1 is “Employee share
scheme buy-back, “Selective buy-back” or “Other buy-back”.
The Company may purchase up
to an aggregate of US$1 billion
of Class A common stock and
Class B common stock.
3A.4 *Does the entity intend to buy back a minimum
number of +securities
Answer this question if your response to Q 2.1 is “On-market buy-
back”.
No
3A.5 *Does the entity intend to buy back a maximum
number of securities?
Answer this question if your response to Q 2.1 is “On-market buy-
back”
Yes
  • See chapter 19 for defined terms 5 June 2021

Page 2

Appendix 3C Notification of buy-back

Appendix 3C
Notification of buy-back
3A.5a *Maximum number of +securities proposed to be
bought back
Answer this question if your response to Q 2.1 is “On-market buy-
back” and your response to Q 3A.5 is “Yes”.
The Company may purchase up
to an aggregate of US$1 billion
of Class A common stock and
Class B common stock.
3A.6 *Name of broker or brokers who will offer to buy back
+securities on the entity’s behalf
Answer this question if your response to Q 2.1 is “On-market buy-
back”.
Goldman Sachs & Co. LLC
3A.9 *Are the +securities being bought back for a cash
consideration?
Note: if the securities are being bought back for nil cash
consideration, answer this question “No”.
Yes
3A.9a *Is the price to be paid for +securities bought back
known?
Answer this question if your response to Q 3A.9 is “Yes”.
No
3A.9a(i) *In what currency will the buy-back consideration be
paid?
Answer this question if your response to Q 3A.9 is “Yes”.
Note: all prices below are to be expressed in this currency.
USD – US Dollar
3A.12 *Reason for buy-back
Answer this question if your response to Q 2.1 is “Other buy-
back”.
To enhance shareholder value

Part 3B – Buy-back restrictions and conditions

3B.1 *Does the buy-back require security holder
approval?
Disregard any security holder approval that has already been
obtained.
No
3B.2 *Are there any restrictions on foreign participation in
the buy-back
Answer this question if your response to Q 2.1 is “Equal access
scheme buy-back”, “Selective buy-back” or “Other buy-back”.
No
3B.3 *Are there any other conditions that need to be
satisfied before the buy-back offer becomes
unconditional
Answer this question if your response to Q 2.1 is “Employee share
scheme buy-back, “Equal access scheme buy-back”, “Selective
buy-back” or “Other buy-back”
No

Part 3C - Key dates

Part 3C - Key dates Part 3C - Key dates Part 3C - Key dates
Employee Share Scheme, Selective and Other Buy-Backs
Answer the questions in this part if your response to Q 2.1 is “Employee share scheme buy-back”, “Selective buy-back” or
“Other buy-back”
3C.1 *Anticipated date buy-back will occur 22/9/2021

Part 3D – Other information

3D.1 Any other information the entity wishes to notify to
ASX about the buy-back
  • See chapter 19 for defined terms 5 June 2021

Page 3

Appendix 3C Notification of buy-back

Part 4 – Daily buy-back notification

Answer the questions in this part if your response to Q 2.1 is “Employee share scheme buy-back”, “On-market buy-back”, “Equal access share scheme buy-back” or “Other buy-back”) and you are giving a daily buy-back notification under listing rule 3.8A. A daily buy-back notification must be submitted for these types of buy-backs at least half an hour before the commencement of trading on the business day after any day on which securities are bought back (per listing rule 3.8A).

4.1 *Date of this notification *Date of this notification 20/12/2021
4.2 *Previous day on which +securities were bought back 17/12/2021
Before previous day On previous day
4.3 *Total number of
+securities bought back, or
in relation to which
acceptances have been
received
1,139,404 46,227
4.4 *Total consideration paid or
payable for the +securities
US$25,338,067.78 US$982,758.28
4.5 *Highest price paid
Answer these questions if your
response to Q 2.1 is “On-market
buy-back”.
US$24.30
*Date highest price was
paid: 9/11/2021
US$21.39
4.6 *Lowest price paid
Answer these questions if your
response to Q 2.1 is “On-market
buy-back”.
US$20.88
*Date lowest price was
paid: 15/12/2021
US$21.03
4.8 *If the entity has disclosed an intention to buy back a
maximum number of +securities, the remaining number
of +securities to be bought back as at the end of the
previous day
Note: ASX has calculated this number for you based on previous
notifications. If it is not correct, please amend it to the correct number
and consider whether any updates need to be made to previous
notifications.
The company is authorized
to acquire up to an
aggregate of US$1 billion of
the Company’s Nasdaq-
listed Class A common
stock and Class B common
stock. To date, the
company has purchased
approximately
US$39,670,320.04 worth of
Class A and Class B shares
(based on total
consideration paid).

Introduced 05/06/21

  • See chapter 19 for defined terms 5 June 2021

Page 4