The DirecTV Group (DTV)

Composition of Board of Directors

        As part of the Liberty Transaction, each of K. Rupert Murdoch, David DeVoe and Peter Chernin resigned from the Board of Directors of the Company effective February 27, 2008. Subsequently, on the recommendation of the Company's Nominating and Corporate Governance Committee, John C. Malone and Gregory B. Maffei were elected by the Board of Directors to fill two of the three vacancies created by the resignations of the resigning directors. Mr. Malone and Mr. Maffei were subsequently elected by the stockholders at the 2008 Annual Meeting, Mr. Malone to a term expiring on the date of the 2011 Annual Meeting and Mr. Maffei to a term expiring on the date of the 2010 Annual Meeting.

        Following the 2008 Annual Meeting, on the recommendation of the Company's Nominating and Corporate Governance Committee, Mark D. Carleton was elected by the Board of Directors to fill the

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remaining board vacancy. Mr. Carleton's term expires on the date of the 2009 Annual Meeting and he is one of the directors nominated for election by the stockholders at the 2009 Annual Meeting.

Composition of Board of Directors

        As part of the Liberty Transaction, each of K. Rupert Murdoch, David DeVoe and Peter Chernin resigned from the Board of Directors of the Company effective February 27, 2008. Subsequently, on the recommendation of the Company's Nominating and Corporate Governance Committee, John C. Malone and Gregory B. Maffei were elected by the Board of Directors to fill two of the three vacancies created by the resignations of the resigning directors and Mr. Malone was elected as Chairman of the Board.

        In addition, Liberty has requested that the Nominating and Corporate Governance Committee consider another Liberty executive to fill the remaining vacancy on the Board of Directors. This request will be considered at the next meetings of such Committee and of the Board of Directors.

Composition of Board of Directors

        Under the Share Exchange Agreement, News has agreed with Liberty that, at the closing of the transaction, News will deliver letters of resignation of each of K. Rupert Murdoch, David DeVoe and Peter Chernin from the Board of Directors of the Company. In connection with the execution of the Share Exchange Agreement, Liberty and the Company entered into a letter agreement dated December 21, 2006, or the Letter Agreement, pursuant to which Liberty advised the Company that, prior to their resignation and in accordance with the Share Exchange Agreement, the resigning directors would propose to the Company's Nominating and Corporate Governance Committee, or Nominating Committee, that John C. Malone, Gregory B. Maffei and one other person to be designated by Liberty, or the Liberty Designees, be appointed to fill the vacancies on the Company's Board of Directors resulting from the resignations of the resigning directors. In the Letter Agreement, at Liberty's request, the Company agreed to use its reasonable efforts to secure the designation of the Liberty Designees to fill the vacancies on the Board resulting from the resignation of the resigning directors concurrent with the closing of the transactions under the Share Exchange Agreement or promptly thereafter. Liberty acknowledged that this agreement was subject to, among other things, the approval of a majority of the remaining members of the Board, to be made in accordance with their fiduciary duties. Liberty also agreed to cause each of the Liberty Designees to meet with the Nominating Committee or the entire Board at their convenience and to provide all reasonable cooperation with the Nominating Committee or the entire Board in connection with any inquiry regarding each Liberty Designee's background and qualifications. All the independent directors have met with Messrs. Malone and Maffei and it is presently anticipated that each will be appointed to serve

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as a director of the Company to fill one of the vacancies created by the resignation of the resigning directors at the closing of the transaction under the Share Exchange Agreement. Liberty has not identified the third designee at the date of this proxy statement. Assuming such third designee is acceptable to the independent directors, we anticipate that such third designee would be appointed to fill the third vacancy.

        Each of the Liberty Designees, if appointed by the Company's Board of Directors as discussed above, would serve as a director until the next meeting of stockholders of the Company held for the election of directors, and would then be subject to the usual procedures under the Company's Restated Certificate of Incorporation and By-Laws regarding nomination and election of directors.

        Set forth below is certain information with respect to Messrs. Malone and Maffei, including their respective date of birth and positions with Liberty, as well as certain other directorships held by each.