DRAFT ETV India Investment Opportunity Update Presentation to the Group Executive Committee August 24 th, 2011 DRAFT August 19, 2011

DRAFT 2 Executive Summary SPE is continuing negotiations to acquire a controlling stake in ETV to expand SPE’s Indian networks into high growth regional markets and create a national footprint Bringing financial partners into the ETV investment to mitigate cash outlay will also require allowing partners to invest in MSM; deals are being negotiated in parallel Ideally, ETV and MSM transactions would be executed simultaneously –Potentially requiring board approval as early as September 8th A limited window to buy out MSM minority partners may require seeking approval to acquire MSM stake prior to completion of ETV negotiations –Controlling MSM is necessary to ensure financial partners could be brought into both MSM and ETV later –SPE has sought to buy out the current minority partners for some time and now has an opportunity that may not be available again in the future –Potential lapse of MSM minority partners’ exclusive negotiating period with PE could require GEC approval as early as September 7 th

DRAFT Status of Negotiations 3 ETV –SPE has requested a price reduction from $755MM to $650MM –Reliance is reviewing in conjunction with potential terms for a 4G strategic relationship –Events that would precipitate a September 8 th board review Reliance agreeing to price concession and long forms substantially agreed for both the proposed acquisition and the 4G relationship Private equity partner selected and definitive price and key terms agreed for their equity participation in both MSM and ETV MSM –Buy-out negotiations with minority partners have occurred repeatedly over the past several years but have failed due to minority partners’ unrealistic price expectations –The minority shareholders now have liquidity issues, more realistic price expectations and an offer from Providence that allows us to buy on similar terms –Providence has an exclusive negotiation period with the minority partners which ends mid-September –If SPE does not act in this window and the minority partner returns to the market, the negotiation may deteriorate –Events that would precipitate a September 7 th GEC review Grandway/Atlas’ exclusivity set to lapse and ETV deal not yet fully negotiated

DRAFT Potential Private Equity Partners Both Blackstone and Providence have shown interest in investing in both MSM and ETV –Proposed price for MSM at same purchase price SPE has negotiated with Grandway/Atlas –Proposed price for ETV at revised proposed $650MM enterprise valuation If private equity partners are brought into MSM first, it is uncertain whether they could subsequently be brought into ETV –Blackstone would pre-commit subject to a $650MM price for ETV, although definitive terms with Reliance may also factor into Blackstone's commitment –Providence's willingness to pre-commit is under discussion Partner exit mechanism will be via an IPO or a Sony buyout (at IPO price for Providence and fair market value for Blackstone) SPE will have required governance rights and controls for financial consolidation 4

DRAFT Potential Investment Scenarios 5 Direct investment by private equity simultaneously in both MSM and ETV –SPE’s cash outlay for a controlling interest in ETV would be ~$400MM, assuming private equity buys shares in MSM directly from minority partners [took out reference to 62%] Buyout of MSM minority partners in advance of investment in ETV –Option 1 (preferred option): SPE acquires 38% minority stake in the near-term and subsequently sells stake to private equity concurrent with ETV transaction Provides maximum flexibility to bring partners into a combined ETV/MSM deal Would only be executed if SPE is certain the ETV transaction will be completed or the MSM stake can be later divested if ETV deal does not close SPE’s initial purchase of minority partners’ stake would be for ~$325MM spread over 5 years Private equity could subsequently acquire a minority stake in MSM from SPE (with all cash paid at close) –Option 2: Bring potential private equity partner into MSM immediately in anticipation of subsequent co-investment with SPE in ETV Risk that private equity partner does not later co-invest in ETV Providence can potentially acquire MSM minority stake directly from current partners; Blackstone acquisition may require SPE buyout from partners and subsequent sale to Blackstone

DRAFT Next Steps 6 If ETV deal negotiations can be completed before MSM exclusivity lapses, bring both ETV and MSM transactions for approval simultaneously, potentially as early as September 8 th board meeting If ETV negotiations cannot be concluded prior to expiration of MSM exclusivity, SPE may need to seek approval for MSM minority buyout in advance of ETV deal, potentially as early as September 7 th GEC meeting