X0202 4 2007-06-11 0 0001098074 NDS GROUP PLC NNDS 0001308025 Einiger Roger C/O NDS GROUP PLC ONE HEATHROW BOULEVARD, 286 BATH ROAD WEST DRAYTON, MIDDLESEX X0 UB7 0DQ UNITED KINGDOM 1 0 0 0 Conditional award units 2007-06-11 4 A 0 2500 A Series A ordinary shares 2500 2500 D Each unit of the conditional award represents a contingent right to receive one Series A ordinary share of the Company (in the form of American Depositary Receipts (ADRs) representing such shares) upon vesting. The conditional award unit will vest in four equal, annual installments on each of August 15, 2007, August 15, 2008, August 15, 2009 and August 15, 2010. The recipient did not pay cash or other consideration for the award of the conditional award units. /s/ Alexander Gersh by power of attorney 2007-06-13