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Acquisition of Additional Equity Stake in Multi Screen Media

This executive summary outlines the importance of acquiring the minority partners in Multi Screen Media (MSM) to maximize growth opportunities in India. The acquisition would improve long-term cash flow and net income and generate a 25% IRR. The summary also highlights the importance of the Indian marketplace and the potential synergies with Sony Corporation.

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Acquisition of Additional Equity Stake in Multi Screen Media

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  1. Acquisition of Additional Equity Stake in Multi Screen Media Presentation to the Group Executive Committee October 12th, 2011

  2. Executive Summary • SPE believes it is important to the growth of its Indian Networks to buy out the current minority partners in Multi Screen Media (“MSM”) • Acquisition and launch of new operations are important elements to an India expansion strategy • Minority partners have rights which allow them to block, slow down, or limit the funding of these initiatives and to block the hiring/firing of MSM’s CEO • Such rights have complicated and slowed MSM’s ability to maximize growth opportunities • Independent of any increased flexibility on new channels or other significant growth initiatives, having full control could help increase revenue by up to 5% and EBIT/cash flow by up to 10% by FYE15 • SPE has sought to buy out the current minority partners for some time and now has an opportunity to do so, due in part to the minority shareholders’ liquidity issues • Acquisition of the minorities' shares of MSM would be at an attractive valuation, improve long-term cash flow and net income, and generate a 25% IRR • SPE seeks approval to increase its MSM holdings from 62% to 100% for $311MM • Payments spread over 4 years beginning in FYE13

  3. Importance of SPT Networks & MSM India • SPE’s global portfolio of networks is a significant contributor to SPE’s overall revenue and EBIT • Diversifies SPE’s revenue and profit base with higher growth and margins than content business lines • Delivered 10-year CAGR of 21% for revenue and 41% for EBIT • Delivered close to $900MM of incremental EBIT through monetizations / one-off transactions over the past 10 years • MSM India is critical to the overall network portfolio • Delivered 10-year CAGR of 20% for revenue and 53% for EBIT • Delivered $137MM in EBIT in FYE12 SPT Networks Revenue and EBIT (excluding monetizations / one-off transactions) MSM India Revenue and EBIT Revenue EBIT Revenue EBIT ($MMs) ($MMs)

  4. MSM India Business/Performance Highlights • SET is currently the #1 general entertainment channel in Primetime and is close to taking the #1 spot in All Day • SAB is the #1 channel among the tier 2 general entertainment channels (overall #5 position) and has overtaken all of its competitors • SET MAX: Consistently ranked as the top 3 movie channel in India • Locked in the rights for the strongest television property in India - IPL Cricket until 2017 (including the 10th season option) FYE12

  5. Importance of Indian Marketplace • India is an important growth market to Sony Corporation and SPE • India is critical to Sony Corporation and SPE due to its size, growing middle class, growth potential , and the value ascribed to the Sony brand by its population • Sony and SPE have a history of working together to capitalize on this market, including exposing 350MM viewers to the Sony brand via SPE’s Sony-branded channels • Opportunities from synergies have already delivered significant benefits to MSM and other Sony companies • The Sony brand on MSM’s channels has increased brand awareness and helped electronics sales • Implementation of one-click exclusive access to MSM’s library content on various hardware products like Sony Bravia TVs and Sony Ericsson phones supported premium pricing for these products and cross-marketing for MSM • Availability of exclusive ringtones from Indian Idol on Sony Ericsson phones provided a unique offering • Sole ownership will increase the ability to exploit future opportunities and further build on these past successes • IPL: Utilize Sony equipment (e.g., broadcast cameras, etc.) including shooting IPL matches in 3D  • Exclusive window / early look for advertising opportunities or discounted ad pricing (value transfer) • Integration of all Sony products on MSM programs (phones, cameras, computers, televisions, etc)   • Display Sony monitors on the current #1 primetime show on SET: Who Wants to Be a Millionaire (Monitors are currently Samsung and prominently displayed)

  6. MSM Historical and Projected Financial Results • With strong historical growth and outlook, MSM is critical to SPT networks portfolio • MSM performance has improved significantly in recent years and is now consistently profitable  • EBIT is projected to grow strongly over the next few years • In FYE11 MSM had $300MM in debt which will be repaid by FYE16 • MSM is generating positive cash flow and has started paying down its debt • - FYE13/FYE14 cash flow includes a cricket payment moved from March to April *Includes interest and taxes Note: WSG/Cricket debt and routine A/R financing may remain beyond FYE16

  7. Man Jit Singh

  8. Executive Summary MSM is seeking approval to launch a sports channel in India - SONY SIX (“SIX”) in April 2012 SIX will capitalize on the 3rd largest genre in advertising spend and maximize full potential of distribution revenues Business plan for SIX has been developed on an incremental basis: IPL will be moved from SET MAX to SIX in FY14 and no revenues or costs are included in this business planexcept for some advertising revenue from the spill over effect of bundling of various sports properties on SIX along with IPL Benefit of 2 months of SET MAX ad inventory freed up from IPL has been reflected annually in this business plan Key Properties assumed in the business plan: IPL Archive content UFC/Fight Sports: Library and live content (revenue share model) English Premier League (EPL): 3 years starting in FY14 (total license fee approximately $70M for 3 years) BCCI cricket rights have not been factored into this model Remaining schedule will be filled with miscellaneous wallpaper properties SIX will be internally funded by MSM’s existing cashflow and/or existing credit facilities SIX will turn positive in 3 fiscal years and has a deep water mark $20M, IRR 71% and NPV $91M

  9. Quite apart from subscription revenues the Sports advertising market is large and growing Sports Advertising currently constitutes over $350m (2010) It is the 3rd largest genre in terms of Advertising revenue after Hindi and regional GEC – constitutes 16% of the market Availability of high-definition televisions along with digitization and growth in Indian TV homes will increase the importance of Sports advertising Sports offers advertisers unique male viewership that commands a premium India Sports Advertising Market* 9.7% 12.2% 15.8% 22.1% 20.3% CAGR 21% CAGR 40% * - FICCI-KPMG Indian Media and Entertainment Industry Report 2011

  10. We have the #1 cricket sports property – IPL, but currently do not have the Sports channel Over 50% of Indian population follows cricket on TV, making cricket the cornerstone for a Sports channel LIVE Sports genre is perceived as premium content and a “must have” Without a dedicated channel, we are unable to monetise the full potential of the LIVE IPL broadcast in terms of: Releasing MAX inventory to be a movie channel Leveraging IPL to command a premium on other Sports properties Monetize Subscription revenues for the IPL property, which can only be achieved on a dedicated Sports channel

  11. MSM wants USD 11 Mn in FY13 to start SIX – India’s premiere sports channel and the home of “Indian Leagues” CAGR 17% • Acquiring a sports channel like Neo or starting a home-grown sports channel is imperative • Key LIVE properties currently owned include: • BCCI Cricket rights: We will have to wait and watch over the next few months and will evaluate an aggressive bid • EPL opens up to bid in FY13 for the FY14-16 season (1.2) 3.2 6.0 13.8 16.6 (10.1) EBIT

  12. Timelines

  13. Back-up slides

  14. Summary P&L - FY13-18

  15. Summary Cash Flow - FY13-18

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