DRAFT ETV India Investment Opportunity Update Presentation to

DRAFT ETV India Investment Opportunity Update Presentation to the Group Executive Committee August 24 th, 2011 DRAFT August 19, 2011

Executive Summary DRAFT • SPE is continuing negotiations to acquire a controlling stake in ETV to expand SPE’s Indian networks into high growth regional markets and create a national footprint • Bringing financial partners into the ETV investment to mitigate cash outlay will also require allowing partners to invest in MSM; deals are being negotiated in parallel • Ideally, ETV and MSM transactions would be executed simultaneously – Potentially requiring board approval as early as September 8 th • A limited window to buy out MSM minority partners may require seeking approval to acquire MSM stake prior to completion of ETV negotiations – Controlling MSM is necessary to ensure financial partners could be brought into both MSM and ETV later – Potential lapse of MSM minority partners’ exclusive negotiating period with PE could require GEC approval as early as September 7 th 2

Status of Negotiations DRAFT ETV – SPE has requested a price reduction from $755 MM to $650 MM – Reliance is reviewing in conjunction with potential terms for a 4 G strategic relationship – Events that would precipitate a September 8 th board review • • Reliance agreeing to price concession and long forms are substantially agreed for both the proposed acquisition and the 4 G relationship Private equity partner is selected and definitive price and key terms are agreed for their equity participation in both MSM and ETV MSM – Providence has an exclusive negotiation period with the minority partners which ends mid-September – If SPE does not act in this window and the minority partner returns to the market, the negotiation may deteriorate – Events that would precipitate a September 7 th GEC review • Grandway/Atlas’ exclusivity set to lapse and ETV deal not yet fully negotiated 3

Potential Private Equity Partners DRAFT • Both Blackstone and Providence have shown interest in investing in both MSM and ETV – Proposed price for MSM at same purchase price SPE has negotiated with Grandway/Atlas – Proposed price for ETV at revised proposed $650 MM enterprise valuation • If private equity partners are brought into MSM first, it is uncertain whether they could subsequently be brought into ETV – Blackstone would pre-commit subject to a $650 MM price for ETV, although definitive terms with Reliance may also factor into Blackstone's commitment – Providence's willingness to pre-commit is under discussion • Partner exit mechanism will be via an IPO or a Sony buyout (at IPO price for Providence and fair market value for Blackstone) • SPE will have required governance rights and controls for financial consolidation 4

DRAFT Potential Investment Scenarios • Direct investment by private equity simultaneously in both MSM and ETV – SPE’s cash outlay for 62% of ETV would be ~$400 MM, assuming private equity buys shares in MSM directly from minority partners – SPE’s in year cash outlay would decrease if SPE buys-out minority partners directly under a payment plan and sells to private equity for cash at close – The latter structure is complex and difficult to execute in a single fiscal year • Buyout of MSM minority partners in advance of investment in ETV – Option 1 (preferred option): SPE acquires 38% minority stake with payment spread over 5 years and subsequently sells stake to private equity concurrent with ETV transaction • • • Provides maximum flexibility to bring partners into a combined ETV/MSM deal Would only be executed if SPE is certain the ETV transaction will be completed or the MSM stake can be later divested if ETV deal does not close SPE would initially pay ~$154 MM at close for the minority stake, with the remaining payments spread over 5 years and subsequently receive $326 MM up-front if sold to private equity • If both transactions can be completed, a net positive initial cash impact of ~$172 MM may be possible (assuming buyout of Capital Group shareholding at similar payment terms to Grandway/Atlas) – Option 2: Bring potential private equity partner into MSM immediately in anticipation of subsequent co-investment with SPE in ETV • • Significant risk that private equity partner does not co-invest in ETV Providence can potentially acquire MSM minority stake directly from current partners; Blackstone acquisition may require SPE buyout from partners and subsequent sale to Blackstone 5

DRAFT Next Steps • If ETV deal negotiations can be completed before MSM exclusivity lapses, bring both ETV and MSM transactions to Board simultaneously, potentially as early as September 8 th board meeting • If ETV negotiations cannot be concluded prior to expiration of MSM exclusivity, SPE may need to seek approval for MSM minority buyout in advance of ETV deal, potentially as early as September 7 th GEC meeting 6