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 right of first refusal 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 Network 18 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