HBO Central Europe Divestiture Opportunity October 1, 2009

-- Confidential --p. 2 Executive Summary SPT is revisiting its global channels portfolio and seeking to rebalance the mix towards channels that are majority controlled and consolidated We are proposing to sell our 33.3% stake in HBO Central Europe (HBO CE) –Time Warner is actively seeking to consolidate HBO CE, presenting an opportunity to exit a minority position at an attractive valuation –Time Warner is also negotiating to buy Disney’s 33.3% interest in HBO CE; SPT’s options are to exit, remain in a minority position with less board leverage, or exercise our preemptive right to buy-up and maintain equal ownership with Time Warner Our investments in HBO CE was driven by a shared need for a pay outlet in each market that has now been met; operating benefits to SPT’s broader portfolio are expected to be achievable contractually rather than through minority equity stakes –Existing program license agreement being extended as part of this transaction –Extension to distribution services agreement being negotiated independent of this transaction Sale of SPT’s stake in HBO CE would generate cash of $78MM and a gain of $39MM in FY10 Definitive documents are expected to be signed by mid October; closing is anticipated in February or March 2010 pending regulatory approval in certain territories

-- Confidential --p. 3 Overview of Time Warner / HBO HBO Asia/ South Asia HBO Central Europe HBO Latin America 33.3% SPT 33.3% Time Warner 33.3% Disney TW seeking to buy Disney and SPE stake and fully consolidate 29.4% SPT 58.4% Time Warner 11.8% Ole TW purchased Disney stake in 2008 TW purchased SPT stake in 2008 TW purchased Universal share in 2008 Overview of Time Warner One of the world’s largest media and entertainment conglomerates Owns and operates significant channel, film, TV, publishing, and internet assets Wholly owns HBO in the U.S. with over 40MM paying subscribers Has equity interests in multiple HBO joint ventures around the world Consolidation Activity / Rationale As a major channel operator with common interest in HBO brands across the globe, Time Warner is a likely eventual buyer Given that studios primarily invested in HBO channels to create an output for pay content in the regions, SPE, Disney and other content owners are ultimately likely sellers of their minority interests in HBO channels Time Warner has been and continues to seek opportunities to increase its ownership in HBO global channels with the goal of full consolidation

-- Confidential --p. 4 Background on HBO Central Europe Overview Financial Highlights SPE Relationship Leading premium movie service in Central Europe Operates in 12 countries with over 2.1MM paying subscribers Operates and distributes 13 SD and 3 HD channels under the HBO and Cinemax brands SPT has invested $25.8MM and received $41.4MM (1) in dividends to-date (additional $1.1MM in dividends anticipated in Sept/Oct 2009 with another special dividend to be negotiated) Channel has enjoyed double-digit revenue and EBIT growth over last 5 years Management is forecasting $21MM in Operating Income for CY09 on $110MM in revenue Go-forward estimates assume continued growth in core business driven by strong demand for U.S. content in the region HBO CE distributes SPT channel brands (AXN, AXN SciFi, AXN Crime) in Central Europe –Provides network operations, sales & marketing, and other services –Channels reach 14MM households regionally HBO CE licenses approximately $8-9MM of programming annually from SPE (1) Includes $26.6MM in income associated with sale of Spektrum; excludes additional $1.1MM expected in Sept./Oct

-- Confidential --p. 5 Gain, Cash, and Ongoing EBIT Impact Valuation analysis includes: –Precedent transactions for minority HBO stakes –DCF of management forecast with assumed liquidity discount –Trading comparables with assumed liquidity discount $234MM valuation is above the high-end of our valuation analysis Valuation Consideration Gain & Cash Consideration EBIT Impact (1) Excludes potential benefit of special dividend; HBO CE will dividend excess cash of ~$10-20MM ($3-7MM to SPE) prior to close (2) FY09 EBIT includes $26.6MM in income from the sale of Spektrum (3) FY10 EBIT impact assumes a December 31, 2009 close (4) Excludes profits from HBO licensing of SPT content

-- Confidential --p. 6 Valuation Considerations (1)Calculated Value Before Illiquidity Discount based on average of trailing and forward comps. (2)DCF valuation based on forecast; assumes 8X terminal multiple applied to 2013 EBITDA of $26.2MM and 10% discount rate. (3)For values where a liquidity discount is applied, Low applies 40% illiquidity discount to calculated value and High applies 30% illiquidity discount to calculated value. For values where a liquidity discount is not applied, Low is the lesser of trailing and forward comps and High is the greater of trailing and forward comps Values in $MM

-- Confidential --p. 7 Historical Returns A sale of our HBO CE stake at the proposed valuation will provide an attractive return (1) Includes $26.6MM in income from the sale of Spektrum in FY09 and $1.1MM operating dividend expected in Sept./Oct (2) Excludes potential benefit of special dividend; HBO CE will dividend excess cash of ~$10-20MM ($3-7MM to SPE) prior to close (3) Excludes license fees for programming paid to SPT to-date

-- Confidential --p. 8 Risks and Mitigations Risks Mitigations Ownership in HBO CE has provided a key platform for growing SPT’s owned and operated channels Contracts must be structured to avoid risks to ongoing relationships after the sale of our stake –HBO CE will continue to distribute SPE channels –SPT will continue to seek licensing revenues from HBO CE (currently ~$8-9MM annually) Deal may not close in FY10 due to time required for regulatory approvals –TW counsel believes approvals may require up to 6 months (SPT independently verifying timing) –Timing is not in SPT’s control Distribution and licensing relationships will be protected through long-term contracts –Deal extends our distribution services agreement to 3/31/12 (currently expires 12/31/09) and provides SPE options to extend by up to 8 years –Deal extends our existing license agreement to 12/31/13 (currently expires 12/31/11) and provides SPE a 4 year option to extend October close targeted to allow 5+ months within FY10 for regulatory approvals

-- Confidential --p. 9 Next Steps Secure approvals –Briefing Investment Committee October 1, 2009 –GEC review scheduled for October 7, 2009 Sign definitive agreements by mid October Regulatory review and approval process of up to 6 months (SPE legal is independently verifying) Close in February or March 2010, depending on regulatory approvals

-- Confidential --p. 10 Appendix

-- Confidential --p. 11 Equity Build NOTE: Excludes $1.1MM in operating dividends expected in Sept./Oct and potential dividend of $10-$20MM in excess cash ($3-$7MM to SPE) prior to close.

-- Confidential --p. 12 Detailed P&L

-- Confidential --p. 13 DCF Valuation (1)DCF valuation assumes 8X terminal multiple applied to 2013 EBITDA of $26.2MM. (2)At close HBO CE will have cash of roughly $20MM. As this is considered the necessary working capital it is not added back to the valuation. Values in $MM DCF Valuation

-- Confidential --p. 14 Multiples-Based Valuation (1)Based on market value of ProSieben as of 9/18/2009. (2)Based on valuation of $177MM in 2007 for SPE’s sale of HBO Asia; CY07/CY08 Revenue of $113.5/$109.4MM, EBITDA of $20.7/$17.0MM. (3)Based on a valuation of $680MM in 2008 for Disney’s sale; CY08/CY09 Revenue of $323.9/$340.8MM, EBITDA of $86.6/$94.6MM. (4)Implied HBO CE value based on EBITDA. Values in $MM Multiples Based Valuation

-- Confidential --p. 15 Balance Sheet In process of negotiating dividend of excess cash prior to close.