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AGM 2015

Oct 14, 2015

Rupert Murdoch
Executive Chairman, News Corp

Good morning, ladies and gentlemen. If you'd like to come closer, you're very welcome. We can see you. Well, I'm Rupert Murdoch, the executive chairman of News Corporation. It's my pleasure to welcome all of you to the 2015 annual meeting of stockholders of News Corporation. Before calling this meeting to order, I hope you'll just permit me some remarks about the performance of the company and our aspirations for the future. News Corp is today more digital, more diverse, and more global than it was in 2013. We're a more profitable company with higher free cash flow. We invested in businesses that we believe provide a strong foundation for growth and divested businesses that are non-core or fell short of our goals. Our exceptional brands and mastheads continue to be digitally reborn even as the power of print endures.

We are making sure our content is contemporary and portable across platforms and geographies in this era of extreme disruption. We produce great journalism and make it easily available through new apps and customer loyalty programs. We face challenges in the ad marketplace, particularly in print, in Britain and Australia. We're addressing the advertising headwinds head-on by reinvesting in high-quality content and expanding our digital offerings with increased focus on data. The U.S. remains a bright spot. In particular, there is the strong performance of The Wall Street Journal, with advertisers recognizing the power of the Journal's outstanding journalism and its extraordinarily valuable audience. This is evident in both print and digital. Today, the Journal is more than a newspaper. It's a powerful platform which can be leveraged across the company to the advantage of a number of our businesses.

Dow Jones has revamped Factiva and launched mansionglobal.com, and we continue to develop more product lines. In December, we bought Move, Inc., which operates Realtor.com, where we have already increased traffic by 40% in just six months. This makes us, together with REA, one of the biggest digital real estate businesses in the world. Fiction publisher Harlequin is giving HarperCollins the ability to publish historic and popular books in more places and more languages. HarperCollins had a very successful year, and we remain optimistic about its long-term potential, though we are aware of the industry softness in e-books. We are making prudent investments in the Indian technology market, which shows really great promise. India's VCCircle and BigDecisions.com are two recent examples.

They join Ireland's Storyful, Canada's Checkout 51, and the U.K.'s Unruly, all pioneering startups we acquired to extend our digital and global reach, particularly in the mobile and video worlds. We are in a strong financial position and grow great franchises, including Foxtel and Fox Sports in Australia. Two years in, we delivered on our operational targets despite uneven economic conditions and extremely volatile currency headwinds. Finally, I'd like to thank our employees, our readers and audiences, our many advertisers, clients, and partners, and of course, you, our investors, without whom none of this would be possible. I'd now like to call to the podium our chief executive of News Corporation, Robert Thomson, who will have a few words of his own about the state of our company. Thank you very much.

Robert Thomson
Chief Executive, News Corp

Thank you very much, Rupert, and thank you, shareholders. Two years into our journey as the new News Corp, as Rupert has just articulated, we have traveled far, acquiring fast-growing businesses, developing powerful digital platforms, and extending our geographic reach. These were the goals we outlined when our company was christened, while we are on track thus far, we are certainly not complacent about the task and the toil ahead. For fiscal 2015, reported segment EBITDA rose 11% to $852 million on higher revenues, despite global economic and financial volatility and fluky currency headwinds that have buffered many a company with substantial international operations. Free cash flow available to News Corp also improved. Our stated aim was to extend our expertise, and that has been illustrated by the acquisitions made over the past two years, in particular that of Realtor.com, as Rupert just alluded to.

The company's success with REA in Australia, where our newspapers played a pivotal role in building that property platform, provided a template for the rapid expansion of the site here in the U.S. At this time last year, Realtor.com was third-place site in the emerging U.S. digital real estate market and the slowest-growing. In recent months, it has become the second-largest and the fastest-growing, with total mobile traffic up over 70% year-on-year. In the fourth quarter, the site had 45 million monthly unique visitors, each of whom viewed an average of 25 pages. We have already made clear our expectations that the site will be EBITDA positive this year. It should be noted that the fastest-growing section of the site is news and analysis, where traffic is running over 200% higher this year.

That particular metric highlights the complementarity of our platforms and the importance of repurposing content, software, data, and ideas, at least those ideas with proven relevance and resonance. That principle was behind the acquisition of Harlequin Books, which has an international infrastructure that has broadened the reach of HarperCollins authors. There is also an emotional intelligence at Harlequin, which is of value to HarperCollins and our other companies in assessing the potential and the presentation of works in countries and cultures beyond our traditional expertise. Harlequin has a colorful history dating from 1908, but two of our acquisitions, Storyful and Unruly, are more contemporary in character. The former is using journalistic nous in authenticating video and providing business intelligence for companies, while the latter deploys a unique algorithm to track and optimize the virality of video advertising.

Both companies are enhancing the value of our audiences and providing needed services to corporate clients seeking to divine the real from the surreal in social media. As we recently announced, News Corp has sold its Amplify digital education businesses. Our investment in Amplify created a digital curriculum and techniques whose value to students and schools will stretch far into the future. We want to thank the employees and leadership at Amplify who contributed to the development of their profoundly important products, and we are confident that they will flourish in an evolving sector of both commercial and social significance. Our team at Dow Jones is worthy of special mention. With recent improvements in print and digital advertising and circulation revenue at The Wall Street Journal, all at a time when competitors, new and old, are struggling to make ends meet.

The Journal is expanding its magazine and real estate franchise, has developed a new app to target specialist readers in the U.K., and begun the release of a portfolio of WSJ Pro products, which will provide a higher level of business and economic expertise for a higher price. In Australia, Fox Sports has increased advertising revenue, an area that was in need of renovation, and is partnering with our Australian mastheads, which are developing a program to show advertisers that our reach will bring them revenues. It should be noted that in an era in which there is much debate over the viewability of digital ads and video, newspaper advertising is 100% viewable and is enduring, not evanescent. Ad blockers don't work in print.

Foxtel has lowered prices in a renewed push for more subscribers and is rolling out, with particular vigor, Triple Play and Presto, its subscription video on-demand product. We believe our recent agreement with the AFL on expanded broadcast and digital rights has put Foxtel and Fox Sports in a strong position for years to come. In the U.K., The Times gained market share through innovative products and new pricing, while The Sun has renewed energy under its new editor-in-chief. The new leadership team at News UK, Rebekah Brooks and David Dinsmore, is also overseeing the integration of Unruly into the broader company, providing an important injection of energy while also offering our advertising clients cutting-edge intelligence about the effectiveness of their campaigns.

At News America Marketing, we are focused on prudently driving its digital offering, as evidenced by our acquisition of Checkout 51, which represents a leap forward in NAM's mobile-first strategy. We will be using MarketWatch and the New York Post platforms to drive downloads of the Checkout 51 app in the same way that our mastheads were powerful drivers of Realtor.com traffic and brand building. Checkout 51 will itself provide sophisticated consumer metrics that will be of particular benefit to our external clients and our internal marketing. We are proud of the provenance of our company, whose long-cultivated skills and energy and curiosity are assisting in present-day development of our businesses. Our company's complementarity is clearly a great commercial advantage, but our greatest advantage is a decades-long value system that is itself of enormous value.

We plan to continue our strategy of balancing capital returns with prudent investment that we realize our goal of long-term growth and value creation. As you know, we initiated a semiannual cash dividend this year and began repurchasing shares under our buyback program. With stable revenues, EBITDA growth, and robust free cash flow in fiscal 2015, we are optimistic about the long term. We look to continue building the business for the benefit of all our customers, our employees, and our shareholders. We thank you for your support as we continue our fruitful journey together. Thank you.

Rupert Murdoch
Executive Chairman, News Corp

Thank you very much, Robert. I'd now like to call the meeting to order. Before proceeding to the business of the meeting, I would like to introduce our Directors and members of our management. Seated in the front row are Ms. Natalie Bancroft, Mr. Joel Klein, Mr. James Murdoch, Ana Paula Pessoa, and on stage with me are my Co-Chairman, Mr. Lachlan Murdoch, Chief Executive, Mr. Robert Thomson. Our Lead Director and Chairman of the Audit Committee, Mr. Peter Barnes. Our General Counsel, Mr. David Pitofsky, Lead Director and Chairman of the Audit Committee, Peter Barnes, Chairman of the Nominating and Corporate Governance Committee, Mr. José María Aznar. I'm sorry to say that Directors Elaine Chao, John Elkann, and Masroor Siddiqui were unable to attend today's meeting and send their sincere apologies.

Also present are Mr. Michael Fisher, Mr. Darrington Hobson of Ernst & Young LLP, the company's independent registered public accounting firm. In accordance with the company's bylaws, I hereby appoint Mr. James J. Raitt from American Election Services, LLC as the independent inspector of election for this annual meeting. This meeting is held pursuant to the notice of annual meeting of stockholders mailed on or about September 1, 2015, to each record holder of a share of common stock on August 17, 2015. List of holders of the company's Class B common stock entitled to vote at this meeting has been available at the company's headquarters for the past 10 days, is available at the meeting for examination by any stockholder desiring to do so. All documents concerning the call and notice of this meeting are available here today and will be filed with the records of the meeting.

The Inspector of Election has examined the proxies received and reports that holders of a majority in voting power of all of the outstanding shares of common stock entitled to vote at the meeting are present in person or represented by a proxy. I hereby declare a quorum present at the meeting. On behalf of our Board of Directors, I would like to express my appreciation to all stockholders who returned their proxies. It is now 10:13 A.M. on October 14, 2015. The polls are now open for voting. Those stockholders voting in person should mark their ballots, and a company representative will be available to collect them for tabulation. Those of you who requested a ballot so that you could vote in person were provided with a ballot when you entered the meeting. Ballots are also available at the desk where registration took place.

We urge stockholders to allow their proxies to stand. You'll have an opportunity to ask questions after all matters have been submitted to stockholders for vote are represented. Please hold your questions until that time. The first matter to be acted upon by the stockholders is Proposal 1, the election of Directors. The Board has nominated José María Aznar, Natalie Bancroft, Peter Barnes, Elaine Chao, John Elkann, Joel Klein, James Murdoch, Ana Paula Pessoa, Masroor Siddiqui, Robert Thomson, Lachlan Murdoch, and myself to serve as Directors. If elected, these Director nominees will each serve a one-year term expiring at the 2016 annual meeting or until their successors are duly elected and qualified. Proposal 2 is the ratification of the selection of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending June 30, 2016.

Proposal three is an advisory vote to approve executive compensation. We also have a stockholder proposal co-filed by the Nathan Cummings Foundation and Legal & General Assurance Pension Management Limited, whose representative, if he or she so desires, may speak briefly on such proposal. First, José María Aznar, the Chairman of the Nominating and Corporate Governance Committee, will state the company's position on the stockholder proposal. Then we will hear from Nathan Cummings Foundation, represented by Ms. Laura Campos, who has given notice to the company that she intends to present for action at this meeting a proposal regarding elimination of the company's dual class capital structure, which was included in the company's proxy statement as proposal 4. As disclosed in the proxy statement, the board recommends the stockholders vote against the proposal.

I will now present the results from the Inspector of Elections preliminary report based on the proxies we have received. The Inspector of Elections final report will be filed with our corporate secretary following the meeting. A preliminary report on the Inspector of Elections reflects that more than a majority of the eligible votes cast have been voted for the election of each of the directors for the ratification of the selection of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending June the 30th, 2016, and for the approval of executive compensation. More than a majority of the eligible votes cast have been voted against the stockholder proposal regarding the elimination of the dual class capital structure. Thank you very much for your support.

We will report the final results of this meeting in an SEC filing, which we will make following the end of this meeting. If you're a stockholder and have a question relating to any of the proposals or regarding the business of operations or of the company, you may ask your questions following the presentation of the stockholder proposal. President Aznar, will you please state the company's position on the stockholder proposal?

José María Aznar
Chairman of the Nominating and Corporate Governance Committee, News Corp

Thank you, Mr. Chairman. With respect to proposal 4, the board believes that retaining two classes of common stock with different voting rights is in the best interest of the company and its stockholders. The board believes that the current dual class capitalization structure promotes stability and continuity in the leadership and management of the company, which allows the company to focus on long-term objectives. In addition, the dual class structure enhances the company's ability to attract, retain, and motivate highly qualified key employees by offering flexibility in structuring our compensation plans without undue dilution of stockholder votes. The dual class structure also provides the company with greater flexibility in financing its growth. The company has the flexibility to issue its Class A common stock for a variety of corporate purposes that can enhance the value and strength of the company.

As the issue of control is not a factor in the board's consideration of these transactions, the decision by the company to issue stock in acquisition or capital raising transaction is based solely on the perceived economic benefits of the transactions to the company and all of its stockholders. That concludes my remarks regarding the company's position on the stockholder proposal. Thank you, Mr. Chairman.

Rupert Murdoch
Executive Chairman, News Corp

Thank you very much, José María Aznar. Ms. Campos, would you like to speak, please, for no more than two minutes on your proposal?

Speaker 4

Good morning. Thank you very much. I'm here on behalf of the Nathan Cummings Foundation and Hermes Equity Ownership Services to move proposal number four, which does call for the elimination of the company's dual class capital structure. As you know, last year, this proposal received the support of 47% of Class B shares voted. That translates into an overwhelming 90% of unaffiliated Class B shares. We did have an opportunity to meet with the company's lead director, and we found that meeting very helpful, and we really appreciated that. However, it became quite clear to us that the company is currently planning to take no steps to address what is an overwhelming preference on the part of its unaffiliated Class B shareholders for the elimination of this capital structure, and that, to us, is disconcerting.

Numerous governance experts have cited a significant problem with dual class capital structures, and that is that it can hamper the ability of directors to act and think independently. Fidelity's general counsel, for example, has said that management may have a much greater sway over how directors operate at companies with 2 classes of shares. The former CFO of NYSE Euronext has said that at companies with 2 classes, it can become more difficult for boards to look at what's the right answer for shareholders. Unfortunately, I think the board's inaction on what has been a very clear message from unaffiliated Class B shareholders on this particular item demonstrates that this may be the case at our company.

As long-term shareholders with a vested interest in the success of this company, I would urge you to listen to that message your unaffiliated shareholders are sending you and to take another look at what's right for all of your shareholders and not just shareholders with the last name Murdoch. Thank you.

Rupert Murdoch
Executive Chairman, News Corp

Thank you very much, Ms. Campos. At this time, stockholders, please come to the microphone if you're having to say with your blue and yellow admission ticket that you received upon registering to the company's representative. Before asking your question, please state your name and affiliation. As noted in the rules of the meeting that were provided to you when you registered today, each person is limited to two questions, which should be no longer than one minute in length. We may have many stockholders who are interested in speaking. We ask that you comply with the rules of the meeting so that we may conduct an orderly meeting, and those who would like to speak have an opportunity to do so. Go ahead, sir. Please.

Speaker 4

Philip Berman, portfolio manager and shareholder. Some brief comments. The splitting of the former News Corporation into two reformulated, distinct companies was executed without a hitch, and both newly minted companies are more streamlined and now poised to move their premier top-of-the-line respective businesses organically and by way of accretive new acquisitions. As soon as Wall Street realizes the price, asset value, and earnings profit potential of the split-up, I would expect a substantial increase in the stock price from its current level. We now have the dream of Rupert Murdoch finally accomplished, namely to have the triple M family management at the top of both the News Corporation as well as 21st Century Fox Corp.

Rupert Murdoch
Executive Chairman, News Corp

Thank you very much, Mr. Berman. Anyone else like to speak? Well, there being no other speakers, it's now 10:23 A.M. on October the 14th, 2015. The polls are now closed, and I think that concludes the business. Thank you very much, all of you, for attending, and the meeting is adjourned. Anyone wishing to inspect the minutes should contact our corporate secretary. Thank you. See you next year, I hope.