X0303 4 2009-02-05 1 0001098074 NDS Group Ltd NNDS 0001221971 POWERS PETER J C/O NDS GROUP LIMITED ONE HEATHROW BOULEVARD, 286 BATH ROAD WEST DRAYTON, MIDDLESEX X0 UB7 0DQ UNITED KINGDOM 1 0 0 0 Series A ordinary shares 2009-02-05 4 D 0 1875 D 0 D Series A ordinary shares 2009-02-05 4 D 0 11875 D 0 I By special purpose trust Disposed of pursuant to the transaction described in the Implementation Agreement by and among the issuer, Nuclobel Lux 1 S. a R.L., Nuclobel Lux 2 S. a R.L., NDS Finance Limited, News Corporation and NDS Holdco, Inc. (the "Transaction") in exchange for cash consideration equal to the value of the per-share merger consideration which equals $63 per share, less any tax withholding obligations and any fees retained by the depositary. /s/ Andrew Woodward, by power of attorney 2009-02-09