1. Investment in Maa TV Presentation to the Investment Committee August 21 st, 2012 DRAFT August 14 th, 2012 DRAFT FOR DISCUSSION ONLY

2. 2 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 ($107.4MM) payable in FYE13 and INR 300MM ($5.4MM) payable in FYE15 NPV of $23MM, IRR of 17% and payback period of 11 Years Executive Summary

3. 3 SPT Networks Growth Strategy 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) The Indian TV market is critical to the continued success of SPT Networks –India comprises almost 20% of the world’s 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 TheOneAlliance 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) Investment in Maa TV is consistent with SPT’s growth strategy and is highly strategic to future growth and profitability

4. Overview of Maa TV 4 ($MMs) RevenueEBITDA Note: Historical period is shown with unadjusted EBITDA and has been restated using a constant FX rate of 55 INR:USD 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

5. 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 these opportunities have not been included in the financials  Diversification and competitive position: Telugu market is faster growing and 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 3 rd richest state with 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 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. 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 11.3BN ($205MM) –SPE will acquire 51% of fully-diluted equity at close for INR 5.9BN (~$107.4MM) 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 23.4x 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. 23.4x trailing SPE will have a call option on the 47% minority position beginning on the 5 th 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 7 th 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 (1)Purchase price calculation based on multiple of FYE14 EBITDA (2)EBITDA figures presented reflect adjustments due to FYE12 non-operating income items Assumed FX rate of 55 INR:USD

7. Source: Deloitte Valuation Third Party Valuation $257 $235 $195 $168 $144 Proposed SPE enterprise value ($205MM) for 100% ($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 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 7 At SPE’s proposed price of $113MM (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 $208 19.1x 16.4x 29.2x 23.6x 26.7x 22.2x Weighted Overall Value DCF Comps Public/Trans

8. Financial Impact to SPE 8 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 (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 Cumulative cash flow break even estimated at 11 years

9. Maa TV Financial Summary 9 All years for fiscal years ending March 31 st 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 $205MM based on FYE12 reported EBITDA of $8.8MM, assumption of debt and FYE15 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% ActualForecast

10. Maa TV EBIT to Cash Flow Reconciliation 10 (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. 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. 12 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 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 Telecom Regulatory Authority of India 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

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

14. APPENDIX 14

15. Maa TV Detailed Shareholding – Pre-and Post-Transaction 15

16. 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% FYE15 ESOP Plan Details 16

17. Income Statement FYE11 – FYE17F 17 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%

18. 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. 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. 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. Estimated Closing Balance Sheet 21

22. 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 ~56 INR/USD 22

23. 23 DCF Summary - INR

24. 24 DCF Summary – US$

25. Comparable Companies and Transaction Analysis 25

26. 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