NEWS CORP

APPENDIX C: AMENDMENT TO THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION TO ADD A FEDERAL FORUM SELECTION PROVISION FOR SECURITIES ACT CLAIMS AND MAKE A CLARIFYING CHANGE TO THE EXISTING DELAWARE FORUM SELECTION PROVISION

ARTICLE XII

Section 1. Forum Selection

Unless the Corporation, consents in writing, selects or consents to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action arising pursuant to any provision of the DGCL, or (iv) any action asserting a claim governed by the internal affairs doctrine (or, if the Court of Chancery does not have jurisdiction, another state court or a federal court located within the State of Delaware). In addition, unless the Corporation, in writing, selects or consents to the selection of an alternative forum, the sole and exclusive forum for any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, to the fullest extent permitted by law, shall be the federal district courts of the United States of America. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XII.