0. 2waytraffic Opportunity
2waytraffic Overview
Business
Interactive TV: Develops low-cost participation TV formats; owns and exploits own and third party formats internationally
Mobile: Creates and markets mobile content (e.g. ringtones, wallpapers, games, horoscopes, jokes), interactive trivia based on TV formats, and develops and exploits interactive commercials for U.S. broadcasters
Digital: Develops and exploits digital content for the internet (e.g., online versions of game show formats)
Key Formats
In-house: Game: Last One Standing (US) / Participation: Diablo & Angelo, Garito, Game On, Retenovela
Acquired: Who Wants To Be A Millionaire, You Are What You Eat, Brainiest, Mr. and Mrs., Take it or Leave it
28 formats being aired in over 30 countries with leading broadcasters; 6,000 hours of programming produced per year
Key Management
Kees Abrahams: Founder and CEO; previously Executive Director at Endemol overseeing rollout of participation TV
Unico Glorie: Founder and Executive Vice Chairman; Previously developed interactive media at Endemol
Taco Ketellar: Founder and COO; Previously an Exec Director at Endemol Interactive
Chris Pye: Non-Executive Chairman; Former SPTI VP of Worldwide Formats
150 employees globally (with offices in Belelux, UK, Nordics, Spain, Eastern Europe, USA)
Ownership
Formed in February 2004, the company went public in April 2006
~55% owned by management and directors; ~45% free float
Competitive Strengths
Leader in high-margin interactive TV business
Global focus with strong international format distribution capabilities
Proven ability to create interactive formats and adapt traditional formats for interactive use
Strong management team with significant industry experience (each director has 10+ years interactive experience)
Partnership Strategic Rationale
Strong platform for SPTI to build a leading European light entertainment business
2waytraffic's strong Nordic / Benelux production presence complements SPTI's European footprint
Mutually strengthen global distribution capabilities
Strong combined catalog and opportunity to exploit SPTI's catalog in interactive formats
Cross promotional capabilities
Mobile gaming and music partnership opportunities with SPE and sister divisions
PRELIMINARY DRAFT – FIGURES SUBJECT TO CHANGE

1. The 2waytraffic Opportunity
SPE is proposing to acquire the Dutch light entertainment company 2waytraffic
2waytraffic is comprised of three main business lines:
TV Format Licensing and Production (incl. worldwide rights to the hit format Who Wants To Be A Millionaire?); Millionaire comprises approximately 60% of the deal value and would be a driver property for Light Entertainment distribution
Participation TV: traditional Call TV and new business model Participation Advertising
Mobile content production and distribution
Founded in 2004, the company is listed on London’s AIM stock exchange with public/institutional investors holding 42% (excludes management and Directors)
An acquisition would establish SPE immediately as one of the top players in the lucrative, high- margin global light entertainment business
2007 Revenue of approx. $104MM and recurring EBITDA of $31MM (30% EBITDA margin)
We recommend to acquire 2waytraffic at a total consideration of $353MM ($225MM upfront payment + $31MM earn-out based on Sony base case + $96MM debt)
Expected post-tax NPV of $103MM (at a 10% cost of capital) and a 20% IRR (Sony base case)

2. Strategic Rationale for Investment
2waytraffic’s strong game show formats combined with SPE’s own format catalogue would provide significant leverage in the market
Capitalize on Millionaire format and other attractive assets
Leverage experienced production talent in 2waytraffic
2waytraffic’s strong formats sales group is a well fitting complement to SPE’s global production infrastructure
Proven sales executives from Celador and Endemol, very well respected in the market
Sales presence geographically complementary (2waytraffic has strong presence in key growth markets including China, Turkey, Russia, India)
Proven capability to provide interactive features to their own and SPE’s light entertainment shows
Strong track record in establishing innovative new business models with high margins
Pioneers in Call TV business in Europe, now exploring new concept of Participation Advertising in the US and other markets (but regulatory concerns may negatively impact business)
Mobile content and mobile advertising, as well as digital games
Sony United Opportunities: possibilities for multi-platform exploitation with Playstation, Sony Electronics and Sony Ericsson

3. Strategic Complement
2waytraffic is very powerful addition to SPE’s production value chain
Production for local broadcaster
Worldwide format distribution
Interactive Monetization
Creative & Development
Offline monetization
In-program applications
Mobile
Online
Leverage of Millionaire relationships
Global sales force
Leverage of Millionaire relationships
Merchandise
Leverage of Millionaire relationships
Combined SPE and 2waytraffic creative and production pool
U.S. - SPE
U.K. - SPE & 2waytraffic
Germany - SPE
France - SPE
Russia - SPE
Italy - SPE
Spain - SPE
Netherlands - SPE & 2waytraffic
Latin America - SPE

4. Sum-of-the-Parts Valuation
The enterprise value of 2waytraffic is approx. $335MM, with 61% ascribed to the Millionaire franchise
29% premium to the current market value
$185m
Implied sum-of-the-parts Equity Value per share is 91p
DCF Analysis valued the enterprise at approximately $370MM

5. 2waytraffic Financial Overview
Source: FY 06 from TWT Annual Report. Projections from Investec Securities, March EBIT excludes goodwill amortization and other one-time items.
PRELIMINARY DRAFT – FIGURES SUBJECT TO CHANGE

6. Financial Analysis: Sony Case
After first-stage of detailed due diligence, SPTI established a more conservative Sony Base case vs. the Management Case
Assumes flat performance of the TV format business and a significant reduction to Mobile and Participation Advertising businesses
Synergies assumption: no synergies in 2008; revenue enhancement of 10% of the TV business revenues from 2009 onwards at a margin of 30%; no cost synergies
Immediately accretive to Sony EBIT: expected to provide EBIT after PPA of $5.1MM in CY 08 and $9.6MM in CY 09
Projections, $000
Growth, %
Year to 31 December
CY 07E
CY 08E
CY 09E
CY 10E
07/08
08/09
09/10
Circa revenue
103,754
106,771
120,624
135,605
2.9%
13.0%
12.4%
Revenue Synergies
6,377
6,987 -
Total Revenue
127,001
142,593
18.9%
12.3%
Circa EBITDA
30,857
35,896
38,479
43,966
Revenue synergies
1,913
2,096
Cost synergies
Total Recurring EBITDA
40,392
46,063
16.3%
12.5%
14.0%
Margin, %
29.7%
33.6%
31.8%
32.3%
Depreciation
(896)
(1,875)
(1,794)
(1,734)
Amortisation
(28,964)
(18,829)
Total Recurring EBIT
998
5,058
9,634
25,500
407.1%
90.5%
164.7%
1.0%
4.7%
7.6%
17.9%
Net Interest
(7,302)
(6,108)
(5,135)
(3,767)
Profit Before Tax (incl. one-offs)
(886)
(5,104)
4,500
21,733
475.8%
(188.2)%
383.0%
Tax
(1,575)
(7,606)
Net Earnings (incl. one-offs)
2,925
14,126
(157.3)%