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 July 5 th, 2012

DRAFT Maa TV Deal Status • Drafts of the Shareholder SHA and SPA exchanged. We do not expect any major problems • SPE to acquire 52. 3% of Maa TV for a total purchase price of INR 6. 1 BN ($111 M), representing an enterprise value of INR 11. 7 BN ($212 MM) – SPE will acquire 51% of fully-diluted equity at close for INR 5. 9 BN (~$107 MM) by purchasing shares from existing shareholders and assuming or repaying $9 MM in debt – Additional 1. 3% to be purchased in FYE 15 from employee stock option holders for INR 200 MM (~$3. 6 MM)(1) – Purchase price derived as 22 x reported FYE 12 EBITDA of INR 482 MM ($8. 8 MM). (2) • Maa TV performance year-to-date is on budget; FYE 13 Q 1 EBITDA is INR 138 MM ($2. 5 MM) • In terms of FYE 13, multiple of acquisition is 21 x EBITDA vs. 24 x trailing multiple • SPE will have a call option on the 47. 7% minority position beginning on the 5 th 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 7 th anniversary of closing, minority shareholders can force a sale of 100% of the company to a third party (1) Purchase price calculation based on multiple of FYE 14 EBITDA (2) EBITDA figures presented reflect adjustments due to FYE 12 non-operating income items Assumed FX rate of 55 INR: USD 2

DRAFT Third Party Valuation • 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 Comps Public/Trans ($MMs converted from INR at 55 INR: USD) 260 DCF 29. 2 x $257 240 $208 200 23. 6 x 160 26. 7 x $235 220 180 Weighted Overall Value $195 Proposed SPE enterprise value ($212 MM) for 100% 22. 2 x 19. 1 x $168 $144 140 16. 4 x 120 Source: Deloitte Valuation • At SPE’s proposed price of $111 MM (including $9 MM 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 Pradesh 3 Assumed FX rate of 55 INR: USD

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 by over $20 MM per year by FYE 17 Cash Impact Cumulative cash flow break even estimated at 11 years (a) Assumes (b) it December 31, 2012 close is our intent to not pay dividends until $10 MM in working capital is achieved on the balance sheet, after which dividends will be paid on 100% of cash available 4

DRAFT Maa TV Financial Summary Forecasts are Preliminary All years for fiscal years ending March 31 st in Indian GAAP and exclude expected MSM inter-company transaction, management service and representation fees Excludes impact of proposed TRAI changes to television advertising guidelines (a) Assumes December 31, 2012 close and excludes $5 MM in estimated transaction costs (b) Purchase Price of $212 MM based on FYE 12 reported EBITDA of $8. 8 MM plus assumption of debt; EBITDA adjusted here for changes to amortization policy in FYE 12; Company changed its amortization policy in FYE 12 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% 5

DRAFT 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 an additional FIPB approval for 1. 3% stake in FYE 15 • SPE purchase of 1. 3% stake will be conditioned on receiving FIPB approval 6

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 In addition, Maa TV can be a platform for the regional rollout of MSM franchises such as SAB and MIX 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 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 7

DRAFT Next Steps • Seek approval from the Group Executive Committee • Complete and execute long form documents • Submit filings and obtain regulatory approvals • Close 8