Date of the Meeting: October 7, 2009 Approximate time required: minutes Presenter: John Calkins Attendants: Contact Person: Jim Underwood Department: Business Development, SPT Tel: Note: Please provide a concise summary in one page. Avoid using abbreviations. Submit to: GEC Secretariat/CEO Office Tel : ＊必要且つ十分な内容を本申請書１枚にまとめて下さい。 ( 略称はできるだけ使用しないで下さい。） 【提出先】 GEC 事務局・ CEO 室 Tel : * To be confirmed 1. Proposed Matter to be Deliberated: SPE is recommending a sale of its 33.3% stake in HBO Central Europe (HBO CE) to Time Warner. Definitive documents are expected to be signed in October Pending regulatory approval, HBO CE sale is anticipated to close no later than February or March SPE is also in earlier stages of negotiation for the sale of all or a portion of its 29.4% stake in HBO Latin America to Time Warner. SPE expects to finalize key terms in late November 2009 and close in December SPE is requesting that approval for the sale of HBO Latin America be delegated to the CFO under the following conditions: (1) transaction is made at a 100% market valuation of not less than $680MM and (2) SPE sells its entire stake or, if SPE decides to hold a 10% interest, it retains a board seat. 2. Purpose, Background, Future Plan etc: HBO CE and HBO Latin America are leading premium movie services operating and distributing multiple channels under the HBO and Cinemax brands throughout Central Europe and Latin America. SPE is revisiting its global channel portfolio and seeking to rebalance the mix towards channels that are majority controlled and consolidated. SPE’s initial investment in both assets was largely driven by a need for pay outlets for SPE content in the regions, which has now been met. Operating benefits to SPE’s broader portfolio are expected to be achievable contractually rather than through minority equity stakes. As a major channel operator with common interest in HBO brands across the globe, Time Warner is actively seeking to consolidate both HBO CE and HBO Latin America. In addition to acquiring Disney’s 29.4% stake in HBO Latin America in 2008, Time Warner is expected to acquire Disney’s 33.3% stake in HBO CE simultaneous with its acquisition of SPE’s stake. We believe Time Warner’s desire to consolidate presents an opportunity to monetize our investments at attractive valuations. The sale of our 33.3% stake in HBO CE is expected to generate a gain of $39MM and cash of $78MM in FYE10. The sale of all of our 29.4% stake in HBO Latin America is expected to generate a gain of $162MM and cash of $200MM in FYE10. If a 10% stake in HBO Latin America is retained, the gain from the transaction would be $107MM and the cash $132MM in FYE Due Review Process Prior to GEC: The potential HBO CE and HBO Latin America transactions have been reviewed with Mr. Nagata who provided an initial briefing to Mr. Kato and Mr. Oneda. Prior to review by the GEC on October 7, SPE is scheduled to present both transactions to the Investment Committee on October 1. Group Executive Committee Application Form - Approval request to propose to board of directors meeting- Management direction request - Advance deliberation of matters requiring CEO’s approval- Reporting (circle appropriate item) Officer in Charge: Michael Lynton Manager in Charge: Michael Lynton Department: Sony Pictures Entertainment Agenda Item: HBO Central Europe and HBO Latin America