Independent Directors Reject INLTakeover Offer

MEDIA RELEASE
24 October 2003

Sky Television Independent Directors Reject Inl Takeover Offer

Independent Newspapers Limited (“INL”) today gave notice to SKY that it had dispatched its Takeover Offer to purchase the approximately 34% of SKY that it does not already own.

The Independent Directors of SKY announced that they have reached a view that the INL offer is not fair for the minority shareholders of SKY.

The Independent Committee, consisting of Independent SKY Television Board Directors, Barrie Downey and John Hart, will be sending SKY shareholders a formal response including a report received from the independent advisors, Deloitte Corporate Finance, on the merits of the Takeover Offer.

The Independent Directors have recommended to shareholders that they take no action in respect of the INL Takeover Offer until they have had the opportunity to consider carefully all the information in the response document and the independent adviser’s report.

The formal response will be mailed to shareholders on 29 October 2003.

Background
The Independent Committee, consisting of Barrie Downey and John Hart, was formed to deal with the proposed Takeover Offer from INL. The Independent Directors have appointed UBS New Zealand Ltd as financial adviser and Buddle Findlay as its legal adviser to assist them in protecting the interests of SKY minority shareholders.

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