1. Investment in Maa TV Presentation to the Investment Committee July 24 th, 2012 DRAFT June 27 th, 2012 DRAFT FOR DISCUSSION ONLY

2. 2 SPE has an opportunity to expand beyond its current focus on Northern India and acquire a controlling stake in Maa TV, a bouquet of Telugu language channels in Southern India Maa TV has grown rapidly and has recently overtaken ETV to become the #2 channel in Andhra Pradesh, a fast-growing region of Southern India 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 − Capitalize on the growth in ad revenues for regional language channels in Southern India, which is outpacing the growth of Hindi language channels [and diversify ad revenue to regions that aren’t affected by the same factors that affect the Hindi market] – Nitesh: is this an accurate statement? If not do you have a statistic or set of statistics that show how AP can function as a stabilizer and/or counter ad market trends in the Hindi-speaking regions? − Provide greater exposure for the Sony brand to almost 10% of the Indian population − 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 a 23%-25% CAGR for subscription revenue through 2015 SPE is seeking approval to acquire a majority stake in Maa TV for INR 5.5BN ($101MM) with INR 5.4BN ($98MM) payable in FYE13 and INR 130MM ($2.4MM) payable in FYE14 NPV of $36MM, IRR of 20% and payback period of 10 Years Executive Summary DRAFT

3. 3 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 ~9MM 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 and per capita incomes than the Hindi market and greater combined viewership than the Hindi-speaking regions ‒ Zee and Star (News Corp) currently own 6 and 12 regional channels, respectively, versus SPE’s 1 –Adding regional channels to TheOneAlliance 1 partnership would strengthen our distribution bouquet, making it a more compelling offering in all parts of the country –Re-branding Maa TV channels with the Sony name would allow Sony to better connect with approximately 10% of the Indian population, many of whom are striving to own higher-end brands SPE’s existing India operations will drive strong growth in Maa TV –MSM will manage Maa’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’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 would be consistent with SPT’s growth strategy and would be 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 with access to its large content catalog to be dubbed into regional languages. Maa already purchases programming from MSM (in FYE12 Maa purchased CID for INR 18MM)

4. 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 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 Pre-transaction shareholders are N. Prasad (67.2%), other promoters and local celebrities (30.7%) and key employees participating in ESOP plan (2.1%) Overview of Maa TV 4 DRAFT ($MMs) RevenueEBITDA Note: Historical period is shown with unadjusted EBITDA and has been restated using a constant FX rate of 55 INR:USD

5. 5 SPE to acquire 52.28% of Maa TV for a total purchase price of INR 5.5BN ($101M) with a fully-diluted 51% to be acquired at close and an additional 1.28% to be acquired in FYE14 – SPE will acquire 51% of fully-diluted equity at close for INR 5.4BN (~$98MM) by purchasing shares from existing shareholders and by way of a new subscription from Maa – Cash from new subscription (~$9MM) will be used to pay off Maa’s existing debt balance – Additional 1.28% to be purchased in FYE14 from employee stock option holders for INR 132MM (~$2.4MM) – Purchase price derived as 22x reported FYE12 EBITDA of INR 482MM ($8.8MM). EBITDA figures presented reflect adjustments due to FYE12 change in Maa’s amortization policy [MSM will place experienced executives in Maa TV to assist in negotiations, realize synergies and gain operational efficiencies] – Nitesh: will MSM need to hire any heads to help run Maa? SPE will have a call option on the 47.72% minority position beginning in FYE18 – Call option will be for fair market value, determined by mutual agreement, or by independent valuation if agreement cannot be reached Deal will be structured in Indian Rupee; assumed FX of 55 INR:USD used here Maa TV Deal Summary

6. Source: Deloitte Valuation Third Party Valuation $258 $235 $195 $169 $148 Proposed SPE Price ($193MM) for 100% ($MMs converted from INR at 55 INR:USD) 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 6 At SPE’s proposed price of $101MM for 52.28%, SPE’s estimated post-tax IRR is 20% and payback is 10 years Notes: Multiples shown are multiple of Maa’s reported FYE12 EBITDA of INR 482MM ($8.8MM). 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 DRAFT $209 19.3x 16.8x 29.4x 23.8x 26.8x 22.2x Weighted Overall Value DCF Comps Public/Trans

7. Financial Impact to SPE 7 EBIT Impact Acquiring a controlling interest will allow SPE to consolidate Maa TV and is expected to increase SPE’s EBIT over $20MM per year by FYE17 Cash Impact DRAFT (a) Assumes December 31, 2012 close (b) Dividends will not be paid until $10MM in working capital is achieved on the balance sheet, after which dividends will be paid on 100% of cash available

8. Maa TV Financial Summary 8 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 $5MM in estimated transaction costs (b) Purchase Price of $193MM based on FYE12 reported EBITDA of $8.8MM ; 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% Forecasts are Preliminary DRAFT

9. Cash Flow 9 (a) Assumes December 31, 2012 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 DRAFT

10. 10 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 FYE14 SPE purchase of 1.28% stake will be conditioned on receiving FIPB approval DRAFT

11. 11 Risk and Mitigation RiskMitigation 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 are areas of expertise of MSM management Difficulties integrating with MSM leads to operational disruptions [MSM will place experienced executives in the Maa TV business and utilize specialized advisors] – Nitesh: Is this correct? If so we would need to include incremental costs to plan Evolving regulatory framework may reduce advertising minutes MSM management does not feel that the recent recommendations by the TRAI will become mandate TRAI has history of making far-reaching recommendations without considering impact, then rapidly changing their recommendation DRAFT

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

13. APPENDIX 13 DRAFT

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

15. FYE14 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% FYE14 ESOP Plan Details 15 DRAFT

16. Income Statement FYE11 – FYE17F 16 Excludes impact of proposed TRAI changes to television advertising guidelines (a) Assumes December 31, 2012 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% DRAFT

17. 17 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, as shown below (INR)

18. 18 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

19. 19 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

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

21. Maa TV Valuation Summary 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 ~57 INR/USD 21 DRAFT

22. 22 DCF Summary - INR

23. 23 DCF Summary – US$

24. Comparable Companies and Transaction Analysis 24 DRAFT

25. 25 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

26. 26 Management Forecast Versus Current Substantially better than management presentation