Investment in Maa TV

1. Investment in Maa TV Presentation to the Investment Committee August 21st, 2012 DRAFT August 13th, 2012 DRAFT FOR DISCUSSION ONLY

2. 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 • 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 • 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 6.2BN ($113MM) with INR 5.9BN ($107.5MM) payable in FYE13 and INR 300MM ($5.4MM) payable in FYE15 • NPV of $21MM, IRR of 17% and payback period of 11 Years 2

3. SPT Networks Growth Strategy • The Indian TV market is critical to the continued success of SPT Networks • India comprises almost 20% of the words population and is adding ~9MM 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 17% CAGR over the same period • Footprint expansion is crucial to SPT’s ongoing success in India • Captures growth:Higher forecast growth in ad and subscription revenues, higher per capita incomes and greater combined viewership than the Hindi regions • Improves SPT’s competitive positioning: Zee and Star (News Corp) currently own 6 and 12 regional channels, respectively; SPE owns 1 • Enhances other SPT business: Adding regional channels to TheOneAlliance1 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) • Investment in Maa TV is consistent with SPT’s growth strategy and is highly strategic to future growth and profitability • 1 TheOneAlliance is a channel distribution joint venture with Discovery Communications • (2)MSM 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 FYE12 Maa TV purchased CID for INR 18MM)

4. Overview of Maa TV Revenue EBITDA ($MMs) ($MMs) • 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) • Andhra Pradesh is the 2nd largest regional cable & satellite television 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 • Maa TV, the flagship channel, is currently the #2 channel in Andhra Pradesh, after recently passing ETV in ratings • From FYE09 to FYE11 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 Note: Historical period is shown with unadjusted EBITDA and has been restated using a constant FX rate of 55 INR:USD

5. Maa TV offers a unique opportunity to the Sony Group • SPE • Regional platform: Maa TV is the last significant regional platform which can be used to organically build the SPE Regional presence in different states (Karnataka, Tamil Nadu, Kerala) and leverage existing MSM India brand franchises such as SAB and MIX; upside of those opportunities have not been included in the financials • Diversification and competitive position: Telugu market is faster growing than the Hindi national market and is more self contained than the Hindi market • Distribution: Strengthens TheOneAlliance distribution bouquet by adding regional channels and making it a more compelling offering in all parts of the country • Efficiencies: Ad sales, distribution infrastructure and management services to be provided by MSM over time • SONY • Sony brand exposure: With a careful migration to Sony branding, Maa TV offers an opportunity to expand the Sony brand presence with a deep penetration of small town India in the 3rd richest state where there is 90%+ cable & satellite penetration and hence a ready market for Sony electronics • Integration of hardware/content:Over time, implementation of one-click exclusive access to Maa TV’s library content on various hardware products like Sony Bravia TVs and Sony mobile phones supports premium pricing for these products • On the ground presence: Maa TV on the ground activities can be used to showcase Sony products and give it a leadership profile in the Andhra Pradesh market

6. Maa TV Deal Status • Drafts of the shareholder and share purchase agreements are being negotiated • SPE to acquire 53% of Maa TV for a total purchase price of INR 6.2BN ($113MM), representing an enterprise value of INR 11.2BN ($204MM) • SPE will acquire 51% of fully-diluted equity at close for INR 5.9BN (~$107.5MM) by purchasing shares from certain shareholders as agreed among the existing shareholders • Additional 2% to be purchased in FYE15 from key individuals for INR 300MM (~$5.4MM)(1) • Purchase price derived as 23.3x reported FYE12 EBITDA of INR 482MM ($8.8MM).(2) • Maa TV performance YTD is on budget; FYE13 EBITDA Budget is INR 567MM ($10.3MM) • FYE13 multiple of acquisition is 19.8x EBITDA vs. 23.3x trailing • SPE will have a call option on the 47% minority position beginning on the 5th anniversary of closing • Call option will be for fair market value, determined by mutual agreement (most likely an appropriate multiple of EBITDA), or by independent valuation if agreement cannot be reached • If SPE does not exercise its call by the 7th anniversary of closing, minority shareholders can force a sale of 100% of the company to a third party • Maa TV will have a 7-member board, with 4 members appointed by SPE, therefore SPE will control the board and the Company • Share transfer restrictions for 5 years (except any party can transfer to an affiliate). • Key management to remain in place immediately post-close, with proper integration over time Purchase price calculation based on multiple of FYE14 EBITDA EBITDA figures presented reflect adjustments due to FYE12 non-operating income items Assumed FX rate of 55 INR:USD

7. 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 Weighted Overall Value Comps Public/Trans DCF ($MMs converted from INR at 55 INR:USD) 29.2x $257 26.7x $235 $208 Proposed SPE enterprise value ($204MM) for 100% $195 23.6x 22.2x 19.1x $168 $144 16.4x • Source: Deloitte Valuation • At SPE’s proposed price of $111MM (including $9MM debt assumption) for 53%, 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 Assumed FX rate of 55 INR:USD

8. 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 $20MM per year by FYE17 • Cash Impact Cumulative cash flow break even estimated at 11 years (a) Assumes January 31, 2013 close (b) it is our intent to not pay dividends until $10MM in working capital is achieved on the balance sheet, after which dividends will be paid on 100% of cash available

9. Maa TV Financial Summary Actual Forecast All years for fiscal years ending March 31st in Indian GAAP and exclude expected MSM inter-company transaction, management service and representation fees (a) Assumes January 31, 2013 close and excludes $5MM in estimated transaction costs; stub period amounts are included in FYE13 column (b) Purchase Price of $204MM based on FYE12 reported EBITDA of $8.8MM, assumption of debt and ESOP share purchase; EBITDA adjusted here for changes to amortization policy in FYE12; Company changed its amortization policy in FYE12 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% 9

10. Maa TV EBIT to Cash Flow Reconciliation (a) Assumes January 31, 2013 close (b) 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.

11. Regulatory Approvals • Transaction is subject to the following regulatory approvals • Foreign Investment Promotion Board (FIPB) • 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 additional FIPB and MIB approvals for 2% stake in FYE15

12. Risk and Mitigation 12

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

14. APPENDIX

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

16. FYE15 ESOP Plan Details • FYE15 cash outlay • In the event the Maa ESOP participants / other shareholders do not sell to SPE, SPE’s share will not be diluted below 51%

17. Income Statement FYE11 – FYE17F Excludes impact of proposed TRAI changes to television advertising guidelines (a) Assumes January 31, 2013 close and excludes $5MM in estimated transaction costs (b) EBITDA adjusted for changes to amort policy in FYE12 – Mgmt changed from 75/25 in Y1 / Y2 to 100% in Y1. Adjustment resulted in 25% amortization movement from FYE12 to FYE11 (c) Fair value analysis in progress. Purchase price amortization is estimated and may vary by >10% 17

18. Advertising Revenue • Represents ~80% of gross revenue • Forecast is calculated as effective rate multiplied by expected utilization of 86%-90%. Utilization in FYE12 was 86% • Maa receives a weekday effective rate of ~INR 2,300, 28% of Gemini’s INR 8,200 • Maa’s effective rate in FYE17 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 FYE17, as shown below (INR)

19. 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

20. 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

21. Maa TV Balance Sheet at March 31, 2012 Values in INR MMs Note: this will have to be updated for close 21

22. Maa TV Valuation Summary US$ values slightly different than Deloitte presentation on June 25th 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 22

23. DCF Summary - INR

24. DCF Summary – US$

25. Comparable Companies and Transaction Analysis 25

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