Newcastle United Plc ("the Company") Audit Committee
Terms of Reference

1.Constitution and Authority

1.1The Board of the Company ("the Board) has established a committee of the Board known as the Audit Committee ("the Committee")

1.2The Terms of Reference of the Committee, set out below, are defined by the Board and may be amended by the Board at any time

1.3The Committee is authorized to investigate any activity within its terms of reference and seek any information that it needs from any employee of the Company, in order to perform its duties. All employees are directed to co-operate with any request made by the Committee.

1.4In connection with its duties the Committee is authorised by the Board to obtain, at the Company´s expense, any outside financial, legal or other professional advice and to secure the attendance at meetings of the Committeeof outsiders with relevant expertise if it considers this necessary.

2.Membership, Chairman and Voting

2.1The members of the Committee (who shall all be non - executive directors) shall be appointed by the Board, in consultation with the Chairman of the Committee.The Committee shall comprise at least three members.

2.2The Chairman of the Board (whether executive or non-executive) shall not be a member of the Committee.

2.3At least one member of the Committee shall have recent and relevant financial experience

2.4The Committee shall be provided with appropriate and timely training, both in the form of an induction programme for new members and on an on-going basis for all members.

2.5Appointments to the Committee shall be for a period of up to three years, which may be extended for a further three year period.

2.6The Board shall nominate a Chairman of the Committee and shall determine the period for which the Chairman shall hold office. In the absence of the Committee Chairman, the remaining members present shall elect one of themselves to chair a meeting. The fees for acting as Chairman of the Committee shall be determined by the Board.

2.7The Committee may invite other individuals to attend all or any part of any meeting as and when appropriate. However only members of the Committee have the right to vote at Committee meetings.

2.8The external auditors will be invited to attend meetings of the Committee on a regular basis.The Committee shall meet the external auditors at least once a year withoutexecutive directors or managers being present.

3.Secretary and Minutes

3.1The Company Secretary shall act as the secretary of the Committee

3.2The Secretary shall minute the proceedings and decisions of all Committee meetings, including the names of those Members present and other individuals in attendance

4.Quorum

4.1The quorum necessary for the transaction of business shall be a majority of the members

5.Frequency and Notice of Meetings

5.1The Committee shall meet at least twice a year at appropriate times in the reporting and audit cycle and at such other times as are necessary to undertake its duties.

5.2Meetings of the Committee shall be summoned by the secretary of the Committee at the request ofany of its members or at the request of the external auditors, if they consider it necessary.

5.3Unless otherwise agreed by all the members of the Committee, notice of each meeting, giving the venue, date and time, together with an agenda of items to be discussed and supporting papers, shall be sent to each member of the Committee and any other person required to attend, to arrive not later than five working days before the date of the meeting.

5.4Members may attend meetings of the Committee by telephone.

6.Duties

6.1The Committee shall :

(i)make recommendations to the Board, to be put to shareholders at the AGM, in relation to the appointment, re-appointment or removal of the external auditor.

(ii)oversee the selection process for a new auditor and approve their terms of engagement. If the outgoing auditorhas resigned, the Committee shall investigate the issues leading to this.

(iii)assess the ongoing independence and objectivity of the external auditor and to this end pre-approve and / or set guidelines for all audit, review and attest services and permitted non-audit services and fees for allengagements entered into by the external auditor.

(iv)ensure that the provision of non-audit services does not impair the independence or objectivity of the external auditor.

(v)discuss with the external auditor the scope of the audit and the audit plan; the auditor´s quality control procedures; and their response to changes in regulatory and other requirements

(vi)review the external auditor´s issues memorandum or management letter andmanagement´s response to any audit recommendations

(vii)monitor the integrity and clarity of disclosure of the financial statements of the Company (and its major subsidiary undertakings and the group as a whole), including its annual and interim reports, preliminary results´ announcements and any other formal announcement relating to its financial performance, reviewing significant financial reporting issues and the judgements which they contain.

(viii)review and challenge where necessary any changes to accounting policies; the way in which unusual transactions are accounted for; and whether the Company has followed the appropriate accounting standards.

(ix)keep under review the effectiveness of the Company´s internal controls and risk management systems and review and approve the statements to be included in the annual report on these matters

(x)establish procedures for hearing, investigation and follow-up of allegations by employees about possible wrongdoing in accounting, internal control and auditing matters.

(xi)be available to advise the Company Chairman or the Board on any matters relating to the audit of the Company

6.2The Chairman ofthe Committee, or a deputy chosen from the members of the Committee, shall attend each Annual General Meeting and be prepared to answershareholders´ questions in respect of matters within the terms of reference of the Committee.

6.3The Committee shall review these terms of reference from time - to - time and, if appropriate, recommend to the Board that they be amended.

7.Reporting Responsibilities

7.1The Chairman of the Committee shall report to the Board after each meeting of the Committee, informing directors of the matters it has reviewed and its findings. The Committee shall make recommendations to the Board on any matter within its remit where action or improvement is needed .

7.2The Company Secretary shall circulate the minutes of the meetings of the Committee promptly to all members of the Committee and, once agreed, to all members of the Board.