DRAFT Epic Channel Launch Deal Overview July 2012

Executive Summary SPT has an opportunity to carve out a segment of the Indian GEC and news channel audience by launching Epic, a digital “green field” channel focused on Indian mythology, folklore and rich cultural history Management will be led by Mahesh Samat, 14-year industry veteran and former CEO of Disney India SPT to have 80% ownership with management owning the remaining 20% (Samat 12%, key executives 8%). SPT will have a fair market value call option on the full minority position starting in year 5 India remains an attractive market for both acquisitions and launches; through 2016 advertising and subscription revenues are expected to grow at CAGRs of 14.7% and 19%, respectively(1) This opportunity will allow SPT to target the underserved Indian male segment with innovative scripted programming: mystical stories, historical dramas and comedies, superheroes, styled documentaries and historical interpretations Launch of Epic will complement SPT’s existing India presence, broaden MSM’s portfolio into new areas of media and provide an opportunity to exploit content in other Indian regions and to the Indian diaspora worldwide Estimated deep water mark of [$23MM], NPV of [$17MM] and IRR of [8%] with cash-flow breakeven in Year [9] EPIC will be contingent upon the roll out of digitization in November 2012; launch expected in FYE14 (1) FICCI-KPMG Indian Media and Entertainment Industry Report, 2012

Television Industry in India The Indian TV market is critical to the continued success of SPT Networks India is expected to be one of the top 3 world economies by 2050, is currently the 3rd largest TV audience in the world and is adding ~9MM TV households annually The media industry in India is forecast to grow at a 15% CAGR through 2016; television is expected to be a primary driver of this growth, with an expected 17% CAGR over the same period Television remains the largest media industry in India, comprising ~45% of total industry revenue Television penetration in India is currently less than 70%, leaving significant headroom for growth Indian Media Revenues Indian Television Industry Growth Notes: Based on FICCI-KPMG Indian Media and Entertainment Industry Report, 2012

Epic Opportunity Currently there are no male-skewing entertainment channels in India This represents an opportunity to carve out viewers from GEC and news channels Indian Mythology, folklore and history Rich cultural history that has not yet been exploited Epic provides an entertaining look at history and mythology with investigative stories Few key fictional programs for broader appeal Mahesh Samat, former CEO of Disney India will lead management team on a startup format Highly-experienced management team reduces risk to SPT Deal structure allows SPT to have a controlling majority stake Leverages MSM’s advertising sales, distribution and back office services MSM’s extensive relationships, bargaining power, ad sales expertise and market presence will provide Epic with a high probability for success After first launch campaign, avoid mass media and use digital viral elements to spread awareness

Strategic Benefit to SPT/MSM Epic provides SPT/MSM a natural entry into the digital channels market Opportunity to develop relationships and build digital ad sales relationships Broadens our existing channel portfolio with a new area of media Makes TheOneAlliance a stronger offering in all parts of the country Over 80% of India is Hindu and identifies with historical mythology

Epic Channel Forecast – Mgmt Case

Preliminary NPV Analysis Assumes constant EBIT to cash flow conversion rate of 35% NPV of $17MM at 7% perpetual growth and 14% cost of capital $33.7 $31.5 Estimated NPV: $17MM $9.0 $9.5 (1) (2) NOTES: DCF based on discount rate range of 13%-15% and exit multiples of 6x-8x FY23 EBIT DCF based on discount rate range of 13%-15% and perpetuity growth rates of 6%-8%

Sensitivities to Operating Assumptions Base Case TRP growth: 3% per year Sub Growth: 7% per year Sensitivity Case TRP growth: 2% per year Sub Growth: 5% per year OpEx: 120% of Base Case NPV decreases to $10.3MM

Risk and Mitigation Risk Mitigation Digitalization does not proceed as expected Delaying start of any significant expenditure until Phase I of digitalization is rolled out on November 1, 2012 Programming does not resonate with the target audience Experience management team with a proven track record that is fully aligned to succeed Cost inflation in production of content Leverage MSM relationships to keep costs in line Management turnover Management is part owner with a phased vesting for retention

Next Steps Seek Necessary SPE and SCA approvals Complete and execute: Long form documents employment agreements carriage agreements Submit filings and obtain regulatory approvals Prepare for launch

Appendix

Valuation Details Sensitivities to discount rate, terminal growth and exit multiples of EBIT ($MMs) ($MMs)