India Investment Opportunity ETV Regional Channels Materials for the Board of Directors July 27, 2011 Draft – July 21, 2011

2  TV Networks are a key contributor to SPE’s overall profitability and growth, driven in large part by the success of Indian Networks  SPE seeks to expand beyond its focus on Northern Indian Hindi and English language channels to regional language channels in Southern India  Expanding into regional language channels would: − Give SPE’s networks a national footprint and improve competitive positioning − Capitalize on the growth in ad revenues for regional language channels in Southern India, which is outpacing the growth of Hindi language channels − Enable the Sony brand to better connect with 40% of the Indian population  SPE has an opportunity to acquire a controlling stake in ETV, the second largest group of regional channels in Southern India  SPE seeks an indication of support to continue negotiating a deal for ETV Executive Summary

Networks Important to SPE; India Important to Networks Networks Diversifies revenue and profit base with higher growth and margins than content business lines Delivered 10-year CAGR of 17% for revenue and 43% for EBIT, with current EBIT margins of 21% India High growth potential with continuing strong economic growth, higher disposal income and largest youth market in the world TV household penetration currently at 61% representing significant room for growth 3 ($MMs) SPT Networks Revenue and EBIT ($MMs) MSM India Revenue and EBIT RevenueEBITRevenueEBIT

India’s Importance as a Growth Driver Strong economic growth –India is expected to be among the top 3 economies in the world by 2050 –As GDP grows, consumers are attaining higher levels of disposable income –India is the largest youth market in the world, with approximately 340MM individuals under the age of 15 High growth potential for TV market –Media Industry is forecast to grow at a 12% CAGR through 2014 –With an expected 13% revenue CAGR through 2014, Television is expected to be a primary driver of media growth –India represents the third largest television audience in the world –Today, of the 212MM households in India, 61% (130MM) are television households, leaving room for further penetration 4 Indian Media Revenues Growth of Television Households Source: PWC Report – Indian entertainment and media outlook 2010, FICCI-KPMG India Entertainment and Media Report ` Millions Households TV Households

5 MSM India  SPE’s network presence in India is primarily its 62% interest in MSM India with two minority partners Grandway/Atlas and Capital International – SPE also owns a small channel in the Bengal region  MSM’s operates 4? 5 channels in the Northern, Hindi-speaking regions – SET: MSM India’s flagship channel has doubled its ratings over the last 18 months; It fluctuates between the #3 and #4 ranked general entertainment channel – SAB: #1 channel among the tier 2 general entertainment channels (overall #5 position) and has taken over all of its competitors (Imagine TV, Star One, Sahara One) – SET MAX: Consistently ranked the #1 movie channel in India, IPL Cricket airs on this channel – PIX: Executing strategy to move from #3 to #2 by maximizing on the new output deal with SPT  SPE also owns and directly operates Channel 8, a regional language channel focused on a Bengali speaking audience???  SPE has historically had friction with its minority partner in MSM Grandway/Atlas who desires an exit GEC Only

National Channels Other 10 national channels 1 JV with Disney/ESPN 1 JV with ABP News Corp Essel Group (Indian Conglomerate) One Alliance JV (21 total) Distribution Bouquet 4 channels (SET, MAX, SAB, PIX) 2 SPE-owned (AXN/Animax) 13 national channels 3 DTH channels Majority stake in TEN Sports Star Bouquet (32 total) Zee Turner Bouquet (34 total) MSM currently has limited presence with Southern regional channels, which creates a competitive disadvantage Regional Channels 1 regional channel (AATH) 12 regional channels 6 regional channels MSM SPE SPE’s Current Footprint and Competitive Position in India

SPE has an opportunity to acquire a controlling stake in ETV, the second largest group of regional channels in Southern India ETV has 6 general entertainment channels which all rank in the top 3 in each of its markets, including Telugu, the second largest regional ad market –This is the last conglomerate of Independent Regional channels remaining in the market –ETV’s footprint is complementary to SPE’s existing Indian networks footprint All channels have successfully converted to subscription channels and generate dual revenue streams ETV Represents a Unique Opportunity MSM SPE/ETV ETV 7

8 SPE  High growth market: Highest forecast growth in ad revenues and combined viewership greater than the Hindi market  Diversification and Competitive Position: Expanding into regional language channels taps into a growing local advertising market that is more stable than the national market  Distribution: Strengthens MSM’s OneAlliance distribution bouquet by adding regional channels and making it a compelling offering in all parts of the country  Efficiencies: Ad sales, distribution infrastructure, and management services to be provided by MSM Sony  Sony brand exposure: Re-branding channels with the Sony name would allow Sony to better connect with over 40% of the Indian population, many of whom are striving to own higher-end brands  4G rollout partnership with Reliance: Opportunity to bundle Sony services and MSM content with Reliance 4G products and services in 100MM market Indian Regional Language Channels Represent an Opportunity to Drive Further Growth for SPE and Bring Benefits to Sony

9 MSM India Infrastructure Can Drive ETV Growth  OneAlliance has more market leverage due to its bouquet of channels and national footprint which will drive higher subscription revenues for ETV  MSM’s ad sales expertise will drive higher ad sales through it’s premier client relationships and by better incentives for ETV’s sales team. – ETV’s current top 10 advertisers are packaged goods companies who pay low ad rates  MSM’s large content catalogue can be dubbed into regional languages to enhance programming at low cost  MSM’s management team will utilize its programming and management expertise to create more efficient operations and higher ratings  MSM’s market leverage and relationships will allow it to improve ETV’s cash collections and bring it in-line with MSM’s

ETV Financial Summary 10 (a) Assumes November 1, 2011 close and excludes $5MM in estimated transaction costs (b) Fair value analysis in-progress. Purchase price amortization is estimated and may vary by >10% GEC Only Remove to Protect Changing Forecast?

11 Changed my mind, let’s put valuation here with a stamp that says “remove or include?”

12  Reliance is willing to sell a controlling interest in ETV, at a $755MM enterprise value, which SPE believes is an acceptable maximum transaction value − $755MM valuation is near the high-end of the third party valuation, including assumed synergies to be achieved post-acquisition − SPE is in negotiation with Reliance on price and payment terms − SPE is also in discussions with private equity firms about the potential of joining SPE in the ETV deal to acquire a minority stake − The minority shareholder in SPE’s MSM India networks desires an exit − Grandway/Atlas a 32.4% owner of MSM India has been negotiating with Providence Equity Partners (Providence) to sell its stake o Subject to SPE’s agreement to the Providence shareholder agreement, this transaction does not involve SPE. Providence requires an exit provision as part of their investment. − SPE has negotiated a deal with Grandway/Atlas to acquire their stake for $272MM (an implied $1.07BN Enterprise Value of MSM) payable over six years with $50MM payable at close − It is not clear if Capital International, the other MSM India minority shareholder of 5.6%, will exit the business − SPE’s purchase of ETV and the MSM minorities are both important objectives, although not contingent upon each other unless private equity is involved in the ETV acquisition Deal Considerations Incl. for GEC or Not at All?

13 Risk and Mitigation GEC Only RiskMitigation Downturn in India advertising market MSM’s national footprint and premier client list insulates against this better than ETV stand-alone Channels improvement slower than expected Key improvements relate to improving the programming and advertising and subscription sale, which are areas of expertise of MSM management Separation of entertainment channels from news channels and the integration with MSM interrupts operations MSM will place experienced executives into the ETV business and utilize specialized advisors Due diligence identifies an issue SPE will negotiate appropriate protections for any material exposure

Next Steps 14 Review with the Board of Directors [GEC Only comment] Complete partner negotiations Seek approval of the Investment Committee and Group Executive Committee Seek approval of the Investment Committee and Group Executive Committee for ETV and MSM transactions [alternate GEC Only comment] Seek approval of the Board of Directors Execute long form documents Obtain regulatory approval Close