MSM India OTT Joint Venture Investment Overview September 4, 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 – 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  MSM proposes to acquire a non-controlling 26% equity stake in JVCo with a capital commitment of $10.1M based on the Proposed Business Plan – Capital commitment will be partially offset with license fees MSM will receive for its contributed content – Under the Proposed Business Plan, the key financial metrics to JVCo and to MSM are as follows:

3 Summary of Proposed Deal Structure and Material Terms  MSM proposes to acquire a non-controlling 26% equity stake in JVCo with a capital commitment of $10.1M 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 $5.5M  JVCo has set a minimum total capital investment (cap) of INR 214 crores ($38.8M) (1) during the term  Each shareholder is obligated to fund it’s percentage interest up to, but not more than, the cap  If within the first 3 years, JVCo requires funding above the cap (not more than 30% of the cap or $11.7M), then the capital requirement 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  If within the first 5 years (provided that the additional cap requirements have not exceeded the 30% of the cap or $11.7M within the first 3 years), JVCo requires funding exceeding the 30% cap or $11.7M, then the capital requirement will be met through the same methods above. However, 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. NOTE: Similar terms apply if the JVCo requires capital after the initial term Network 18 (w/possible A&E investment) JVCo 26% 76% MSM

4 Proposed JVCo Business Plan

5 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