DRAFT FOR DISCUSSION ONLY Investment in Maa TV

DRAFT FOR DISCUSSION ONLY Investment in Maa TV Presentation to Michael Lynton July 9 th, 2012 DRAFT June 29 th, 2012

DRAFT Maa Deal Status • Drafts of the Shareholder SHA and SPA exchanged. Do not expect any major problems • SPE to acquire 52. 28% of Maa TV for a total purchase price of INR 5. 5 BN ($101 M) with a fully-diluted 51% to be acquired at close and an additional 1. 28% to be acquired in FYE 14 – SPE will acquire 51% of fully-diluted equity at close for INR 5. 4 BN (~$98 MM) by purchasing shares from existing shareholders and by way of a new subscription from Maa (to be confirmed) – Cash from new subscription (~$9 MM), which is included in the INR 5. 4 BN ($98 MM) initial purchase price, will be used to pay off Maa’s existing debt balance (to be confirmed) – Additional 1. 28% to be purchased in FYE 14 from employee stock option holders for INR 130 MM (~$2. 4 MM) – Purchase price derived as 22 x reported FYE 12 Adjusted EBITDA of INR 482 MM ($8. 8 MM). EBITDA figures presented reflect adjustments due to FYE 12 interest and other income items being non-operating • Maa TV performance year-to-date is on budget Q 1 EBITDA is INR 138 MM ($2. 5 MM) • In terms of FYE 13, multiple of acquisition is 17. 7 x EBITDA vs. 22 x trailing multiple • SPE will have a call option on the 47. 72% minority position beginning in FYE 18 – Call option will be for fair market value, determined by mutual agreement, or by independent valuation if agreement cannot be reached 2

DRAFT Third Party Valuation • Deloitte Touche Tohmatsu (D&T) was engaged to value Maa TV • SPE’s proposed purchase price is below 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 Comps Public/Trans ($MMs converted from INR at 55 INR: USD) DCF Weighted Overall Value 29. 2 x 260 $257 26. 7 x 240 $235 220 $208 200 180 23. 6 x $195 22. 2 x Proposed SPE Price ($193 MM) for 100% 19. 1 x 160 $168 140 16. 4 x $144 120 Source: Deloitte Valuation • At SPE’s proposed price of $101 MM for 52. 28%, SPE’s estimated post-tax IRR is 19% and payback is 10 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 Pradesh 3

DRAFT Financial Impact to SPE EBIT Impact • Acquiring a controlling interest will allow SPE to consolidate Maa TV and is expected to increase SPE’s EBIT over $20 MM per year by FYE 17 Cash Impact (a) Assumes December 31, 2012 close will not be paid until $10 MM in working capital is achieved on the balance sheet, after which dividends will be paid on 100% of cash available (b) Dividends 4

DRAFT Regulatory Approvals • This transaction is subject to regulatory approval by three different bodies – Foreign Investment Promotion Board (FIPB) – Reserve Bank of India (RBI) – Competition Commission of India (CCI) • 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 an additional FIPB approval for 1. 28% stake in FYE 14 • SPE purchase of 1. 28% stake will be conditioned on receiving FIPB approval 5

DRAFT Risk and Mitigation Risk Mitigation Downturn in Indian advertising market MSM’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 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 enforced 6

DRAFT Next Steps • Seek approval from the Group Executive Committee • Complete and execute long form documents • Submit filings and obtain regulatory approvals • Close 7