DRAFT FOR DISCUSSION ONLY Investment in Maa TV

DRAFT FOR DISCUSSION ONLY Investment in Maa TV Presentation to the Investment Committee July 24 th, 2012 DRAFT July 9 th, 2012

DRAFT Executive Summary • 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 − Provides a significant opportunity to coordinate efforts with Sony mobile and electronics divisions in the southern India marketplace − 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 2 nd 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. 1 BN ($111 MM) with INR 5. 9 BN ($107 MM) payable in FYE 13 and INR 200 MM ($3. 6 MM) payable in FYE 15 • NPV of $23 MM, IRR of 17% and payback period of 11 Years • Acquisition will be funded out of SPE/SPT cash flow 2

DRAFT 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 ~9 MM 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 18% CAGR through 2015 Regional channels are key factors to ongoing success in India ‒ Higher forecast growth in ad 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 The. One. Alliance 1 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) Maa TV can deliver incremental value not part of the current forecast, such as providing a platform for regional expansion of MSM franchises such as SAB and MIX – • Management will provide strategic direction on how to best brand Maa TV with the Sony name to ensure protection of our national brands Investment in Maa TV is consistent with SPT’s growth strategy and is highly strategic to future growth and profitability The. One. Alliance is a channel distribution joint venture with Discovery Communications 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 FYE 12 Maa TV purchased CID for INR 18 MM) 1 (2)MSM 3

DRAFT Overview of Maa TV • 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 FYE 09 to FYE 11 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 Revenue ($MMs) 25 23 15 5 5 19 20 EBITDA ($MMs) 6 4 4 14 3 10 2 2 5 1 - FYE 09 FYE 10 FYE 11 FYE 09 Note: Historical period is shown with unadjusted EBITDA and has been restated using a constant FX rate of 55 INR: USD FYE 10 FYE 11 4

DRAFT 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. 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 24 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 5

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 6 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 7

DRAFT Maa TV Financial Summary 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; stub period amounts are included in FYE 13 column (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% 8

DRAFT Maa TV EBIT to Cash Flow Reconciliation (a) Assumes December 31, 2012 close 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. (b) 9

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 and 47. 7% stake in 5 years • SPE purchase of 1. 3% and 47. 7% stakes will be conditioned on receiving FIPB approval 10

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 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 11

DRAFT Next Steps • Seek approval from the Group Executive Committee • Complete and execute long form documents • Submit filings and obtain regulatory approvals • Close 12

DRAFT APPENDIX 13

DRAFT Maa TV Detailed Shareholding – Pre-and Post-Transaction [investigating accounting impact of ESOP] 14

FYE 15 ESOP Plan Details DRAFT • FYE 15 cash outlay for ESOP shares • In the event the Maa ESOP participants do not sell to SPE, SPE’s share will not be diluted below 51% 15

Income Statement FYE 11 – FYE 17 F DRAFT 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) EBITDA adjusted for changes to amort policy in FYE 12 – Mgmt changed from 75/25 in Y 1 / Y 2 to 100% in Y 1. Adjustment resulted in 25% amortization movement from FYE 12 to FYE 11 16 (c) Fair value analysis in progress. Purchase price amortization is estimated and may vary by >10%

Advertising Revenue • Represents ~80% of gross revenue • Forecast is calculated as effective rate multiplied by expected utilization of 86%-90%. Utilization in FYE 12 was 86% • Maa receives a weekday effective rate of ~INR 2, 300, 28% of Gemini’s INR 8, 200 ‒ Maa’s effective rate in FYE 17 is expected to be 5, 800, representing a 21% CAGR ‒ If Maa achieves its forecast and Gemini grows at the market rate of 15%, Maa’s rate will still be just 35% of Gemini’s in FYE 17, as shown below (INR) 18, 000 16, 493 16, 000 14, 342 14, 000 12, 471 12, 000 10, 845 9, 430 8, 200 8, 000 5, 022 6, 000 4, 000 2, 266 2, 575 3, 090 5, 825 3, 863 2, 000 FYE 12 FYE 13 FYE 14 Maa ER FYE 15 Gemini ER FYE 16 FYE 17 17

Subscription Revenue • Represents ~15 -20% of gross revenue • Forecast is calculated as rate (by MSO) multiplied at a forecast year-over-year rate of growth • Maa receives an effective rate per reported subscriber of INR 6 versus INR 15 for Gemini and INR 11 for Zee and ETV • Maa’s management has a conservative view on the effects of digitization and has experienced resistance from MSOs regarding price increases. As a result, Maa is forecasting subscription revenue to grow at a 15% CAGR, versus the market forecast rate of 23 -25% • This represents potential upside if MSM is able to negotiate higher rates than Maa management is expecting to achieve independently 18

Programming Expenses • Programming expenses are expected to remain high in the forecast period • Movies represent by far the largest programming expenditure – 40%-48% during the forecast period 19

Maa TV Balance Sheet at March 31, 2012 DRAFT Values in INR MMs Note: this will have to be updated for close 20

Maa TV Valuation Summary DRAFT US$ values slightly different than Deloitte presentation on June 25 th due to FX rate (DT assumed 52 INR/USD, we have assumed 55 INR/USD throughout the deck) Current FX rate is ~56 INR/USD 21

DCF Summary - INR 22

DCF Summary – US$ 23

DRAFT Comparable Companies and Transaction Analysis 24

IRR / Payback Calculations IRR Calculation Payback Calculation (a) Assumes (b) December 31, 2012 close and excludes $5 MM in estimated transaction costs Calculated as cash flow not paid out to minority shareholders as dividends 25