Epic Channel Launch Deal Overview July 2012 DRAFT

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 24% with cash-flow breakeven in Year 9 EPIC will be contingent upon the roll out of digitization in November 2012; launch expected in FYE14 2 (1) FICCI-KPMG Indian Media and Entertainment Industry Report, 2012

Television Industry in India 3 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 Notes: Based on FICCI-KPMG Indian Media and Entertainment Industry Report, 2012 Indian Media RevenuesIndian Television Industry Growth ($MMs)

Epic Opportunity 4 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 5 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 6

Preliminary NPV Analysis 7 Estimated NPV: $17MM Assumes constant EBIT to cash flow conversion rate of 35% NPV of $17MM at 7% perpetual growth and 14% cost of capital NOTES: (1)DCF based on discount rate range of 13%-15% and exit multiples of 5x-7x FY23 EBIT (2)DCF based on discount rate range of 13%-15% and perpetuity growth rates of 6%-8% (3)Sony case assumes rating point growth of 2% per year vs. 3% for management case, subscriber rate growth of 5% per year vs. 7% for management case (1)(2) $13.7 $29.2 $9.7 $31.7 $4.0 $15.3 $4.0 $21.0 (3)

Epic Channel Forecast - SPT Base Case 8 Assumptions vs. Management case: Reduction in TRP growth from 3% in management case to 2% per year in SPT base case Reduction in subscriber rate growth from 7% in management case to 5% in SPT base case

Risk and Mitigation 9 RiskMitigation 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 contentLeverage MSM relationships to keep costs in line Management turnover Management is part owner with a phased vesting for retention

Next Steps 10 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 11

Valuation Details – Management Case (1/2) 12

13 Valuation Details – Management Case (2/2)

14 Valuation Details – SPT Case (1/2) Assumptions vs. Management case: Reduction in TRP growth from 3% in management case to 2% per year in SPT base case Reduction in subscriber rate growth from 7% in management case to 5% in SPT base case

15 Valuation Details – SPT Case (2/2)