BSKYB AND SSSL PUBLISHED PRICE LIST 20 DECEMBER 2006 BACKGROUND This document sets out the Charges payable pursuant to: • EPG Services Agreements with British Sky Broadcasting Limited (“BSkyB”); and • Conditional Access and Regionalisation Services Agreements with Sky Subscribers Services Limited (“SSSL”). The Charges specified in this document shall apply from 1 January 2007. All charges listed in this document are exclusive of VAT. Capitalised terms in this document shall have the meaning given to such terms in the relevant EPG Services Agreement or Conditional Access and Regionalisation Services Agreement. For the avoidance of doubt, the entity holding the relevant Agreement will be liable for all of the relevant categories of Charges specified in this document (on a cumulative or additive basis), except where the categories are expressed as alternatives. PART A: CHARGES PAYABLE PURSUANT TO EPG SERVICES AGREEMENTS The entity which is party to the EPG Services Agreement shall pay the charges specified in parts A1 and A2 below: A1. EPG LISTING CHARGE: £14,000 per listing per annum For the avoidance of doubt, (i) where a Channel is listed at more than one channel number (whether in the same or different regions), the EPG Listing Charge shall be payable for each such channel number, (ii) where different regional variants share a channel number, the EPG Listing Charge shall be payable once in respect of that channel number, and (iii) where two or more Channels share a channel number, the EPG Listing Charge shall be payable once for each such Channel. A2. PLATFORM CONTRIBUTION CHARGE: A2.1 In respect of Channels specified in Annex 1: the Platform Contribution Charge set out in Annex 1 (payable per Channel per annum); OR A2.2 In respect of Channels not specified in Annex 1: the following Platform Contribution Charge (payable per Channel per annum): Channels which are “timeshifts” of other channels (that is, carrying a time-delayed re-broadcast), excluding timeshifts of Channels in the Shopping genre of the EPG: nil Other Television Channels: £65,000 Radio Stations: £7,000 Broad Interactive Platforms: £722,000 Niche Interactive Platforms: £196,000 A3. NEW CHANNEL CHARGES For Channels to which the “New Channel Charges” apply pursuant to the relevant EPG Services Agreement, the entity which is party to the Agreement shall initially be liable for the Charges 1 specified in Part A1 and Part A2.2 above. Subject to the terms of that Agreement, BSkyB may, no less than 12 months after launch of such Channel, specify a specific Platform Contribution Charge in accordance with the terms of the Agreement, which would then be payable under Part A2.1. PART B: CHARGES PAYABLE PURSUANT TO CONDITIONAL ACCESS AND REGIONALISATION SERVICES AGREEMENTS The entity which is party to the Conditional Access and Regionalisation Services Agreement shall pay the charges specified in parts B1 through B6 below: B1. CHANNELS IN RESPECT OF WHICH SUBSCRIPTION CA SERVICES AND/OR PPV CA SERVICES ARE PROVIDED: B1.1 In respect of Channels specified in Annex 2: the Conditional Access Charges and Access Card Charges (each payable per Channel per annum) set out in Annex 2; OR B1.2 In respect of Channels not specified in Annex 2: Conditional Access Charges of £5,000 per Channel per annum. B2. CHANNELS IN RESPECT OF WHICH SUBSCRIPTION CA SERVICES ARE PROVIDED: B2.1 In respect of subscription packages which do not include any Channels listed in the Adult genre of the EPG: for subscribers in Residential Premises, the Platform Contribution Charges, Conditional Access Charges and Access Card Charges (each payable per subscriber per month) set out in Annex 3. For subscribers in Commercial Premises and Retail Premises, the Charges specified in the Conditional Access and Regionalisation Services Agreement or otherwise agreed with SSSL; OR B2.2 In respect of subscription packages which include any Channels listed in the Adult genre of the EPG: for subscribers in Residential Premises, the higher of (i) the aggregate Platform Contribution Charges, Conditional Access Charges and Access Control Charges (each payable per subscriber per month) set out in Annex 3, or (ii) £1.55 per subscriber per month. For subscribers in Commercial Premises and Retail Premises, the Charges specified in the Conditional Access and Regionalisation Services Agreement or otherwise agreed with SSSL. B3. CHANNELS IN RESPECT OF WHICH PPV CA SERVICES ARE PROVIDED: B3.1 In respect of PPV purchases which do not include any Channels listed in the Adult genre of the EPG: for viewers in Residential Premises, the Platform Contribution Charges, Conditional Access Charges and Access Card Charges (each payable per PPV purchase) set out in Annex 4. For viewers in Commercial Premises and Retail Premises, the Charges specified in the Conditional Access and Regionalisation Services Agreement or otherwise agreed with SSSL; OR B3.2 In respect of PPV purchases which include any Channels listed in the Adult genre of the EPG: for viewers in Residential Premises, the higher of (i) the aggregate Platform Contribution Charges, Conditional Access Charges and Access Card Charges (each payable per PPV purchase) set out in Annex 4, or (ii) £0.65 per PPV purchase. For viewers in Commercial Premises and Retail Premises, the Charges specified in the Conditional Access and Regionalisation Services Agreement or otherwise agreed with SSSL. 2 B4. CHANNELS IN RESPECT OF WHICH REGIONALISATION SERVICES ARE PROVIDED: B4.1 Bouquet Listing Charge: payable in respect of each regional variant (or Channel, where the relevant Channel consists of only one variant) which is not listed in all Bouquets and Sub-bouquets (payable per regional variant or Channel per annum): Regional variant (or Republic of Channel) Ireland All UK London Other Subscription and PPV Television Channels listed in the Sports or Movies genres of the EPG £17,500 £13,000 £8,500 £6,500 BBC1, BBC2, ITV1, Channel 4, five £13,000 £8,500 £5,000 £4,500 Other Television Channels £8,500 £4,500 £3,000 £2,000 Radio Stations £1,750 £1,500 £750 £750 In the table above: Republic of Ireland: shall apply to a regional variant (or Channel) which is only listed in the EPG in SSSL region 50. All UK: shall apply to a regional variant (or Channel) which is listed in the EPG in all SSSL regions except region 50. London: shall apply to a regional variant (or Channel) which is listed in the EPG in SSSL region 1 (excluding regional variants (or Channels) which have an All UK listing). Other: shall apply to regional variants (or Channels) listed in the EPG in neither SSSL region 1 nor SSSL region 50. B4.2 EPG Regionalisation Charge: payable where two or more regional variants or Channels (whether broadcast by the same or different entities) are listed at one channel number: £25,000 per Channel per listing per annum. As the EPG Regionalisation Charge is payable per Channel, it will be payable once in respect of different regional variants of a Channel sharing a channel number, but will be payable in respect of each Channel where different Channels share a channel number. B5. CHANNELS IN RESPECT OF WHICH AUTOMATIC ENTITLEMENT CA SERVICES ARE PROVIDED (PAYABLE PER CHANNEL PER ANNUM): Channels only available via Channels only available via active access cards active access cards associated with an address associated with an address Channels available via all in the Republic of Ireland in the UK active access cards £10,000 £20,000 £25,000 B6. CHANNELS IN RESPECT OF WHICH FTV CA SERVICES ARE PROVIDED (EXCEEDING THE PERMITTED FTV PERIOD): £25,000 per Channel per annum. 3 PART C: PLATFORM VALUE DISCOUNT Where the monthly gross revenue (excluding VAT) derived via the digital satellite platform in respect of a Channel, subscription package or PPV service (excluding revenue from interactive services) by the entity which is party to the relevant EPG Services Agreement or Conditional Access and Regionalisation Services Agreement (as estimated by BSkyB and SSSL) falls into the categories below, SSSL or BSkyB shall apply a discount to the Platform Contribution Charges. The discount for the Platform Contribution Charges payable under Parts B2 and B3 (and Annexes 3 and 4, as appropriate) of this document are as follows: Revenue Discount £0 -£9,999,999 0.0% £10,000,000- £34,999,999 1.0% £35,000,000 - £59,999,999 2.0% £60,000,000 - £84,999,999 3.0% £85,000,000 - £109,999,999 4.0% Above £110,000,000 5.0% Discounts of an equivalent level have already been applied (where relevant) to the Platform Contribution Charges payable under Parts A2 and B1 (and Annexes 1 and 2). 4 ANNEX 1: PLATFORM CONTRIBUTION CHARGES (PAYABLE PER CHANNEL PER ANNUM) Channel Platform Contribution Charge ABC1 £96,435 Animal Planet £625,470 At The Races £190,360 BBC News 24 £623,485 BBC1 £3,947,600 BBC2 £1,364,895 BBC3 £981,395 BBC4 £349,080 Boomerang £463,900 Bravo £776,640 Cartoon Network £204,215 CBBC £297,205 Cbeebies £743,400 Channel 4 £2,612,710 Challenge £932,150 ChannelU £69,640 Chart Show TV £243,980 Discovery £1,551,690 Discovery Civilisation £431,135 Discovery Home & Health £555,720 Discovery Real Time £1,205,405 Discovery Real Time Extra £117,430 Discovery Science £352,540 Discovery Travel & Living £234,365 Discovery Wings £147,080 E! £66,865 E4 £1,671,345 Eurosport £145,345 FilmFour £602,315 Five £1,372,410 FX £516,455 Hallmark £903,860 ITV1 £3,610,660 ITV2 £1,641,035 ITV3 £927,830 ITV4 £625,635 Jetix £104,310 Kerrang ! £136,445 Kiss £162,250 Living £2,976,380 Living TV 2 £332,105 Magic £185,885 Men+Motors £329,345 More4 £521,480 MTV £524,475