PROSPECTUS BSkyB Finance UK plc (incorporated with limited liability in England and Wales) (Registered Number 05576975) and British Sky Broadcasting Group plc (incorporated with limited liability in England and Wales) (Registered Number 02247735) £2,500,000,000 Global Medium Term Note Programme unconditionally and irrevocably guaranteed by BSkyB Finance UK plc British Sky Broadcasting Group plc British Sky Broadcasting Limited Sky Subscribers Services Limited and Sky In-Home Service Limited Under the Global Medium Term Note Programme described in this Prospectus (the “Programme ”), BSkyB Finance UK plc (“BSkyB Finance ”) and British Sky Broadcasting Group plc (“BSkyB ”) (each an “Issuer ” and together, the “Issuers ”), subject to compliance with all relevant laws, regulations and directives, may from time to time issue medium term notes (the “Notes ”). Notes issued by BSkyB Finance will be guaranteed by BSkyB, British Sky Broadcasting Limited (“BSkyB Limited ”), Sky Subscribers Services Limited (“Sky Subscribers ”) and Sky In-Home Service Limited (“Sky In-Home ”). Notes issued by BSkyB will be guaranteed by BSkyB Finance, BSkyB Limited, Sky Subscribers and Sky In-Home. When acting in the capacity of a guarantor of the relevant Notes, each such entity is referred to herein as a “ Guarantor ” and, together, the “ Guarantors ” (and, where used in the Terms and Conditions of the Notes only, such terms shall be deemed to include any acceding guarantor in accordance with Condition 3(c)). The aggregate nominal amount of Notes outstanding will not at any time exceed £2,500,000,000 (or the equivalent in other currencies). In accordance with Condition 3(c) of the Terms and Conditions of the Notes, Sky In-Home may cease to be a Guarantor in the event that it has been fully and unconditionally released from all obligations under guarantees of Indebtedness, including under the 2005 Bonds, the 2008 Bonds, the 2012 Bonds and the Revolving Credit Facility, for money borrowed in excess of £50,000,000 (see “Terms and Conditions — Guarantees by Subsidiaries”). Application has been made to the Financial Conduct Authority under Part VI of the Financial Services and Markets Act 2000 (“FSMA ”) (the “UK Listing Authority ”) for Notes issued under the Programme for the period of 12 months from the date of this Prospectus to be admitted to the official list of the UK Listing Authority (the “Official List ”) and to the London Stock Exchange plc (the “London Stock Exchange ”) for such Notes to be admitted to trading on the London Stock Exchange’s Regulated Market (the “Market ”). References in this Prospectus to Notes being “listed” (and all related references) shall mean that such Notes have been admitted to the Official List and have been admitted to trading on the Market. The Market is a regulated market for the purposes of the Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. The Notes have not been and will not be registered under the U.S. Securities Act of 1933 (the “ Securities Act ”), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S (“ Regulation S ”) under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Each Series (as defined in “Overview of the Programme – Method of Issue”) of Notes in bearer form will be represented on issue by a temporary global note in bearer form (each a “temporary Global Note ”) or a permanent global note in bearer form (each a “permanent Global Note ” and, together with temporary Global Notes, the “Global Notes ”) and will be sold in an “offshore transaction” within the meaning of Regulation S under the Securities Act. If the Global Notes are stated in the applicable Final Terms to be issued in new global note (“NGN ”) form, the Global Notes will be delivered on or prior to the original issue date of the relevant Tranche (as defined herein) to a common safekeeper (the “Common Safekeeper ”) for Euroclear Bank S.A./N.V. (“Euroclear ”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg ”). Global Notes which are not issued in NGN form (“Classic Global Notes ” or “CGNs ”) will be deposited on or prior to the issue date of the relevant Tranche with a common depositary on behalf of Euroclear and Clearstream, Luxembourg (the “Common Depositary ”). The provisions governing the exchange of interests in Global Notes for other Global Notes and Definitive Notes (as defined herein) are described in “Summary of Provisions Relating to the Notes while in Global Form”. Notes in registered form will be represented by registered certificates (each a “Certificate ”), one Certificate being issued in respect of each Noteholder’s entire holding of Registered Notes (as defined herein) of one Series. The Notes of each Series to be issued in registered form (“Registered Notes ”) and which are sold in an offshore transaction in reliance on Regulation S (“Unrestricted Notes ”) will initially be represented by a permanent registered global certificate (each an “Unrestricted Global Certificate ”), which (where such Unrestricted Global Certificate is not held under the New Safekeeping Structure (the “NSS ”)) may be deposited on or prior to the original issue date of the relevant Tranche (a) in the case of a Series intended to be cleared through Euroclear and/or Clearstream, Luxembourg, with a Common Depositary and (b) in the case of a Series intended to be cleared through a clearing system other than, or in addition to, Euroclear and/or Clearstream, Luxembourg, or delivered outside a clearing system, as agreed between the relevant Issuer and the relevant Dealer. Registered Notes which are sold in the United States to “qualified institutional buyers” (each a “ QIB ”) within the meaning of Rule 144A (“ Rule 144A ”) under the Securities Act (“Restricted Notes ”) will initially be represented by one or more permanent registered global certificates (each a “Restricted Global Certificate ” and, together with the Unrestricted Global Certificates, the “Global Certificates ”), which may be deposited on or prior to the original issue date of the relevant Tranche with a custodian (the “Custodian ”) for, and registered in the name of Cede & Co. as nominee for, the Depository Trust Company (“DTC ”). If a Global Certificate is held under the NSS, the Global Certificate will be delivered on or prior to the original issue date of the relevant Tranche to a Common Safekeeper for Euroclear and Clearstream, Luxembourg. The long-term unsecured debt of both BSkyB Finance and BSkyB is currently rated Baa1 by Moody’s Investors Service Ltd. (“Moody’s”) and BBB+ by Standard and Poor ’s Credit Market Services Europe Ltd. ( “Standard & Poor ’s”). Each of Moody ’s and Standard & Poor ’s is established in the European Union and is registered under the Regulation (EC) N o. 1060/2009 on credit rating agencies, as amended (the “CRA Regulation ”). Tranches of Notes (as defined in “Overview of the Programme — Method of Issue”) to be issued under the Programme will be rated or unrated. Where a Tranche of Notes is to be rated, such rating will not necessarily be the same as the rating assigned to the relevant Issuer. Where a Tranche of Notes is rated, the applicable rating(s) will be specified in the relevant Final Terms. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Prospective investors should have regard to the factors described under the section headed “Risk Factors” in this Prospectus. Arranger for the Programme Barclays Dealers Bank of China Limited Barclays BNP PARIBAS BofA Merrill Lynch J.P. Morgan Cazenove Lloyds Bank Morgan Stanley Santander Global Banking & Markets Société Générale Corporate & Investment Banking The Royal Bank of Scotland dated 7 February 2014 This Prospectus comprises a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC, as amended, to the extent that such amendments have been implemented in the relevant Member State of the European Economic Area (the “Prospectus Directive ”) and for the purpose of giving information with regard to the Issuers, the Guarantors, BSkyB and its subsidiaries taken as a whole (the “Group ”) and the Notes which, according to the particular nature of the Issuers, the Guarantors and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuers and the Guarantors. The Issuers and the Guarantors accept responsibility for the information contained in this Prospectus and the Final Terms (as defined in “Overview of the Programme – Method of Issue”) for each Tranche of Notes issued under the Programme. To the best of the knowledge of the Issuers and the Guarantors (having taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. This Prospectus has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State ”) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Notes. Accordingly any person making or intending to make an offer in that Relevant Member State of Notes which are the subject of an offering contemplated in this Prospectus as completed by final terms in relation to the offer of those Notes may only do so in circumstances in which no obligation arises for the relevant Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer.