MSM India OTT Joint Venture Investment Overview September 5, 2013

2 Executive Summary  MSM has an opportunity to invest in a new joint venture company (JVCo) being formed with Network18 Media & Investments Limited (Network18) to own and operate in.com, an over the top online video (OTT) platform – One-stop entertainment portal that includes movies, TV series, original series and user generated videos from 3 of the top 5 Hindi GEC’s (SET, SAB, Colors) – Available on all digital platforms both within India and to Indian expats globally – Balanced revenue model with SVOD, TVOD and advertising  Network 18 is an Indian media and entertainment company with operations in TV, internet, film, e- commerce, magazines and mobile content including: – Several news channels including CNBC-TV18, CNBC Awaaz, CNN-IBN – A joint venture with Viacom which owns several entertainment channels including Colors, MTV, SONIC, Comedy Central, VH1, Nick, Nick Jr. and Nick Teen – A joint venture with A+E Networks which owns HistoryTV18 – Network18 currently owns in.com and will sell the site to JVCo for $5M  MSM proposes to acquire a non-controlling 26% equity stake in JVCo with a maximum capital commitment of $9.2M before licensing fees based on the Proposed Business Plan – Capital commitment will be partially offset with license fees MSM will receive for its contributed content with a net capital commitment of $4.2M – Under the Proposed Business Plan, the key financial metrics to JVCo and to MSM are as follows:

3 Strategic Rationale  Opportunity for MSM to participate in a large content aggregator – MSM and Network 18 are two of the biggest broadcasters in India – Network 18 also brings with it the Viacom 18 channels (Colors, MTV) and its movie library – A&E network adds to the content mix with Entertainment content from its History, Bio channels  The most progressive television content on one platform, making it an attractive proposition for digital audiences – With content from SET, SAB and Colors, the platform has 3 of the top 5 Hindi GECs but also content that appeals to young urban youth that make up the digital audience – MTV is one of the most popular youth and music channels in the country – The ETV bouquet of channels adds regional content flavor to the content mix  in.com brand is an established brand having high recall value – Advertising: Leverage the brand of in.com – Domain Value: A simple but high recall domain name best suited for a mass OTT  Revenue share protects MSM’s downside – Founding partners to receive 70% share of the founding partners allocation in the content cost pool on the basis of viewership – With 2 of the top 5 GECs, MSM expects to start with a 50% viewership

4 Summary of Proposed Deal Structure and Material Terms  MSM proposes to acquire a non-controlling 26% equity stake in JVCo with a maximum capital commitment of $9.2M based on the Proposed Business Plan – Deal assumes Network18 will own the remaining 74% of JVCo however A+E Television Networks could make a 15% - 20% investment in JVCo and reduce Network18’s stake – Network18 has an option to sell an additional 15% stake in JVCo to another potential partner with MSM’s express written consent  JVCo has a proposed Initial Term of 5 years – JVCo shareholders may sell their stakes in JVCo after the Initial Term subject to a ROFR by the remaining shareholders – JVCo will have a Board of 7 directors with 2 directors selected by MSM – JVCo will acquire the domain name ‘in.com’ from Network18 for a value of $5M  JVCo has set a minimum total capital investment (cap) of INR 214 crores ($35.5M) (1) during the term  Each shareholder is obligated to fund it’s percentage interest up to, but not more than, the cap  Additional capital requirements not to exceed a cap will be met through a) non-convertible loans through banks or b) existing shareholders who are entitled, but not obligated, to contribute capital on a pro-rata basis with shareholder interests adjusted accordingly  TBD if MSM does not participate, neither MSM’s equity stake or voting rights will be diluted. Parties will agree to funding options and mechanisms in the long-form agreement which will not dilute MSM’s shareholding Network 18 (w/possible A&E investment) JVCo 26% 74% MSM Note: FX rate based on MRP rate of 60.2 INR/USD

5 Proposed JVCo Business Plan

6 Financial Impact to MSM  MSM Perspective – EBIT Impact During Proposed Business Plan Period  MSM Perspective - Cash Flow Impact During Proposed Business Plan Period Cumulative Cash Flow Breakeven Expected by FY17  To determine the impact to MSM’s investment earnings, license fees for content contributed by MSM was included

7 Next Steps  SPE internal reviews and approvals  Non binding Term sheet signature with Network 18  Long form agreement discussions with Network 18 and signatures  FIPB Approvals (if required)  Prepare for launch