Investment in Maa TV

Presentation to the Investment Committee

July 27th, 2012

DRAFT July 20th, 2012

DRAFTFOR DISCUSSION ONLY

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• SPE has an opportunity to expand beyond its current focus on Hindi-speaking markets and

acquire a controlling stake in Maa TV, a bouquet of regional Telugu channels

• Maa TV has grown rapidly and has recently overtaken ETV to become the #2 channel in Andhra

Pradesh

• Acquisition of Maa TV will provide strategic benefits to both SPE and to Sony

− Improves competitive positioning and brings SPE one step closer to a national India footprint

− Capitalizes on the growth in ad revenues for Southern regional language channels that are growing faster than Hindi channels and diversifies ad revenue to regions that aren’t affected by the same factors that affect the Hindi market

− Andhra Pradesh is the 2nd largest regional C&S market in India and is expecting to grow at a 14%-16% CAGR for ad revenue and 23%-25% CAGR for subscription revenue through 2015

− Provides a platform for the regional rollout of MSM franchises such as SAB and MIX

• SPE is seeking approval to acquire a majority stake in Maa TV for INR 6.1BN ($111MM) with

INR 5.9BN ($107MM) payable in FYE13 and INR 200MM ($3.6MM) payable in FYE15

• NPV of $23MM, IRR of 17% and payback period of 11 Years

• Acquisition will be funded out of SPE/SPT cash flow

Executive Summary

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SPT Networks Growth Strategy

• The Indian TV market is critical to the continued success of SPT Networks– India is expected to be one of the top 3 world economies by 2050, is currently the 3 rd largest TV audience in the world

and is adding ~9MM TV households annually

– The media industry in India is forecast to grow at a 15% CAGR through 2016; television is expected to be a primary driver of this growth, with an expected 17% CAGR over the same period

• Regional channels are key factors to ongoing success in India‒ Higher forecast growth in ad and subscription revenues, higher per capita incomes and greater combined viewership

than the Hindi regions

‒ Zee and Star (News Corp) currently own 6 and 12 regional channels, respectively; SPE owns 1

– Adding regional channels to TheOneAlliance1 partnership would strengthen our distribution bouquet, making it a more compelling offering in all parts of the country

• SPE’s existing India operations will drive strong growth in Maa TV– MSM will manage Maa TV’s operations, narrow the pricing gap with its main regional competitor and realize efficiencies

through economies of scale (i.e. decreased programming costs (2) and higher ad rate growth)

– Maa TV’s ad rates are lower than its #2 market position would suggest (INR 2,300 effective rate versus INR 8,200 for the #1 regional channel)

• Investment in Maa TV is consistent with SPT’s growth strategy and is highly strategic to future growth and profitability

1 TheOneAlliance is a channel distribution joint venture with Discovery Communications(2)MSM will be able to provide Maa TV with access to its large content catalog to be dubbed into regional languages. Maa TV already purchases programming from MSM (in FYE12 Maa TV purchased CID for INR 18MM)

• Maa TV operates 4 channels in Andhra Pradesh, the second largest regional ad market in India

– Maa TV (GEC), Maa Music, Maa Movies and Maa Gold (formerly Maa Junior)

• Maa TV, the flagship channel, is currently the #2 channel in Andhra Pradesh, after recently passing ETV in ratings

• From FYE09 to FYE11 Maa TV’s revenue increased by over 60% due primarily to increased sellout and higher advertising rates; EBITDA more than doubled over the same period

• Current shareholders are N. Prasad (67.2%), local actors (30.7%) and key employees participating in ESOP plan (2.1%)

• Maa TV has 400 employees

Overview of Maa TV

4FYE09 FYE10 FYE11

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5

10

15

20

25

14

19

23

FYE09 FYE10 FYE11 -

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4

5

6

2

4

5

($MMs) ($MMs)Revenue EBITDA

Note: Historical period is shown with unadjusted EBITDA and has been restated using a constant FX rate of 55 INR:USD

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Maa TV offers a unique opportunity to the Sony GroupSPE Regional platform: Maa TV is the last significant regional platform which can be used to

organically build the SPE Regional presence in different states (Karnataka, Tamil Nadu, Kerala) and leverage existing brand franchises such as SAB and MIX; upside of those opportunities have not been included in the financials

Diversification and competitive position: Telugu market is faster growing than the Hindi national market and is more self contained than the Hindi market

Distribution: Strengthens TheOneAlliance distribution bouquet by adding regional channels and making it a more compelling offering in all parts of the country

Efficiencies: Ad sales, distribution infrastructure and management services to be provided by MSM over time

SONY

Sony brand exposure: With a careful migration to Sony branding, Maa TV offers an opportunity to expand the Sony brand presence with a deep penetration of small town India in the 3 rd richest state where there is 90%+ cable & satellite penetration and hence a ready market for Sony electronics

Integration of hardware/content: Over time, implementation of one-click exclusive access to Maa TV’s library content on various hardware products like Sony Bravia TVs and Sony mobile phones supports premium pricing for these products

On the ground presence: Maa TV on the ground activities can be used to showcase Sony products and give it a leadership profile in the Andhra Pradesh market

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Maa TV Deal Status• Drafts of the Shareholder SHA and SPA have been given to sellers

• SPE to acquire 52.3% of Maa TV for a total purchase price of INR 6.1BN ($111M), representing an enterprise value of INR 11.2BN ($204MM)

– SPE will acquire 51% of fully-diluted equity at close for INR 5.9BN (~$107MM) by purchasing shares from existing shareholders and assuming or repaying $9MM in debt

– Additional 1.3% to be purchased in FYE15 from employee stock option holders for INR 200MM (~$3.6MM) (1)

– Purchase price derived as 23.3x reported FYE12 EBITDA of INR 482MM ($8.8MM). (2)

• Maa TV performance year-to-date is on budget; FYE13 Q1 EBITDA is INR 138MM ($2.5MM)

• In terms of FYE13, multiple of acquisition is 19.8x EBITDA vs. 23.3x trailing

• SPE will have a call option on the 47.7% minority position beginning on the 5th anniversary of closing

– Call option will be for fair market value, determined by mutual agreement, or by independent valuation if agreement cannot be reached

– If SPE does not exercise its call by the 7th anniversary of closing, minority shareholders can force a sale of 100% of the company to a third party

• There will be a 7-member board, with 4 members appointed by SPE, therefore SPE will control the board and the Company

• Share transfer restrictions for 5 years (except SPE can transfer to an affiliate).  After that if a shareholder wishes to transfer shares the other shareholders have rights of first negotiation and last refusal.

(1) Purchase price calculation based on multiple of FYE14 EBITDA(2) EBITDA figures presented reflect adjustments due to FYE12 non-operating income itemsAssumed FX rate of 55 INR:USD

120

140

160

180

200

220

240

260

Source: Deloitte Valuation

Third Party Valuation

$257

$235

$195

$168

$144

Proposed SPE enterprise value

($204MM) for 100%

($MMs converted from INR at 55 INR:USD)

• Deloitte Touche Tohmatsu (D&T) was engaged to value Maa TV

• SPE’s proposed purchase price is at the low end of the value that SPE or another strategic buyer is expected to derive from this acquisition of Maa TV

Independent Fair Market Value Range – 100% Value

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• At SPE’s proposed price of $111MM (including $9MM debt assumption) for 52.3%, SPE’s estimated post-tax IRR is 17% and payback is 11 years

Notes: These comparables do not include ETV that would be considerably higher. Transaction comp includes Asianet-Star acquisition, adjusted for time since close. Public comps include Sun TV and Zee TV, both of which have operations in Andhra PradeshAssumed FX rate of 55 INR:USD

$208

19.1x

16.4x

29.2x

23.6x

26.7x

22.2x

WeightedOverallValue

DCFComps

Public/Trans

Financial Impact to SPE

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EBIT Impact• Acquiring a controlling interest will allow SPE to consolidate Maa TV and is expected to increase SPE’s EBIT by over $20MM

per year by FYE17

Cash Impact

(a) Assumes December 31, 2012 close(b) it is our intent to not pay dividends until $10MM in working capital is achieved on the balance sheet, after which dividends will be paid on 100% of cash available

Cumulative cash flow break even estimated at 11 years

Jan-Mar Fiscal Years Ending March 31($MMs) FYE13 (a) FYE14 FYE15 FYE16 FYE17 Total

EBIT before Purchase Price Amort 2.3 13.8 19.3 27.9 32.1 95.4Less: Purchase Price Amortization (4.0) (15.4) (13.1) (11.2) (9.1) (52.9)Incremental Annual EBIT to SPE (1.7) (1.6) 6.2 16.7 22.9 42.5

Cumulative EBIT to SPE (1.7) (3.3) 2.9 19.5 42.5

Jan-Mar Fiscal Years Ending March 31($MMs) FYE13 (a) FYE14 FYE15 FYE16 FYE17 Total

Cash Flow Before Dividends (0.3) 1.8 7.3 13.1 16.8 38.8

Minority Dividends(b) 0.0 0.0 0.0 6.3 8.0 14.3Cash Flow to SPE after Minority Dividends (0.3) 1.8 7.3 6.9 8.8 24.5Less: Purchase Price (107.4) (3.6) (111.0)

Net Cash Flow to SPE (107.7) 1.8 3.7 6.9 8.8 (86.5)

Cumulative Cash Flow to SPE (107.7) (105.8) (102.1) (95.2) (86.5)

Maa TV Financial Summary

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All years for fiscal years ending March 31st in Indian GAAP and exclude expected MSM inter-company transaction, management service and representation feesExcludes impact of proposed TRAI changes to television advertising guidelines(a) Assumes December 31, 2012 close and excludes $5MM in estimated transaction costs; stub period amounts are included in FYE13 column

(b) Purchase Price of $204MM based on FYE12 reported EBITDA of $8.8MM, assumption of debt and ESOP share purchase; EBITDA adjusted here for changes to amortization policy in FYE12; Company changed its amortization policy in FYE12 and adjustment upwards was largely effect of moving a portion of show amortization to previous year.

(c) Fair value analysis in progress. Purchase price amortization is estimated and may vary by >10%

Post-Acq FYE12-FYE17(US$ MMs) FYE11 FYE12 FYE13 FYE13 (a) FYE14 FYE15 FYE16 FYE17 CAGR

Jan-MarStub Period

Ad Revenue 19.3 27.2 35.8 8.9 43.1 52.5 65.8 75.2 23%Growth 41% 32% 20% 22% 25% 14%

Subscription Revenue 5.1 6.6 7.3 1.8 8.8 10.8 12.1 13.4 15%Growth 29% 10% 22% 23% 12% 10%

Net Revenue 22.8 31.4 39.2 9.8 47.5 57.8 71.0 80.6 21%Growth 23% 38% 25% 21% 22% 23% 14%

Total Operating Expenses 6.0 8.8 11.3 2.8 12.6 14.1 15.3 17.0 14%Adjusted EBITDA(b) 5.9 9.4 10.3 2.6 14.9 20.6 29.2 33.4 29%

Margin 26% 30% 26% 26% 31% 36% 41% 41%

Depreciation 0.8 1.1 1.0 0.2 1.1 1.3 1.4 1.4Purchase Price Amortization (c) 4.0 15.4 13.1 11.2 9.1

EBIT 5.1 8.3 9.3 (1.7) (1.6) 6.2 16.7 22.9 23%Margin 22% 26% 24% -17% -3% 11% 23% 28%

Net Income 3.1 4.9 5.7 (2.6) (6.3) (0.2) 7.4 12.3 20%

Cash Flow (1.1) (0.3) 1.8 7.3 13.1 16.8

Maa TV EBIT to Cash Flow Reconciliation

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(a) Assumes December 31, 2012 close(b) PPA analysis conducted by E&Y; intangibles include movie library, trade name, customer relationships, carriage agreements and supply agreements with useful lives of 3-10 years(c) Based on 100% cash flow before dividends.

Jan-Mar Fiscal Years Ending March 31($MMs) FYE13 FYE13 (a) FYE14 FYE15 FYE16 FYE17

EBIT 9.3 (1.7) (1.6) 6.2 16.7 22.9

Add: PPA(b) 4.0 15.4 13.1 11.2 9.1EBIT Before PPA 9.3 2.3 13.8 19.3 27.9 32.1

Net Income 5.7 1.4 9.1 12.9 18.6 21.4

Add: Depreciation 1.0 0.2 1.1 1.3 1.4 1.4Less: Cap Ex (1.7) (0.4) (2.9) (2.5) (1.3) (1.3)Add: Programming Amort 17.6 4.4 20.0 23.1 26.4 30.1Less: Programming Purchases (22.9) (5.7) (25.0) (27.6) (30.4) (33.4)Add: Interest (net of Tax) 0.5 0.1 0.1 0.0 0.0 0.0+/- Working Capital Changes (1.3) (0.3) (0.5) 0.2 (1.7) (1.5)

Cash Flow(c) (1.1) (0.3) 1.8 7.3 13.1 16.8

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Regulatory Approvals

• This transaction is subject to regulatory approval by three different bodies

– Foreign Investment Promotion Board (FIPB)– Reserve Bank of India (RBI)

– Ministry of Information and Broadcasting (MIB)

• Timing on regulatory approval is uncertain, but could be as little as 2 to 3 months after signing, and although unlikely, as late as 1 year after signature

• We will need additional FIPB approvals for 1.3% stake in FYE15 and 47.7% stake in 5 years

• SPE purchase of 1.3% and 47.7% stakes will be conditioned on receiving FIPB approval

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Risk and Mitigation

Risk Mitigation

Downturn in Indian advertising marketMSM’s expanded footprint and premier client list insulates against this better than Maa TV or MSM stand-alone

Channel growth slower than expected

Key performance drivers relate to improving the programming, advertising sales, and channels distribution, which are areas of expertise of MSM management

Difficulties integrating with MSM leads to operational disruptions

MSM proposes to keep existing Management in place and only slowly integrate Operations with the exception of distribution

Evolving regulatory framework may reduce advertising minutes

MSM management does not feel that the recent recommendations by the TRAI will be implemented

SPE will need to receive FIPB approval to exercise our call option after year 5

We know of no specific reason why the FIPB would not approve the buy-up

Next Steps

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• Seek approval from the Group Executive Committee

• Complete and execute long form documents

• Submit filings and obtain regulatory approvals

• Close