1. Presentation to the Investment Committee
DRAFT
FOR DISCUSSION ONLY
Investment in Maa TV
Presentation to the Investment Committee
July 24th, 2012
DRAFT June 27th, 2012

2. Executive Summary DRAFT
SPE has an opportunity to expand beyond its current focus on Hindi-speaking markets and acquire a controlling stake in Maa TV, a bouquet of Telugu language channels in the Regional market
Maa TV has grown rapidly and has recently overtaken ETV to become the #2 channel in Andhra Pradesh, a fast-growing region of Southern India
Acquisition of Maa TV will provide strategic benefits to both SPE and to Sony
Improves competitive positioning and brings SPE one step closer to a National India footprint
Capitalize on the growth in ad revenues for regional language channels in Southern India, which is faster than the growth of Hindi language channels and diversify ad revenue to regions that aren’t affected by the same factors that affect the Hindi market
Andhra Pradesh is the 2nd largest regional C&S market in India and is expecting to grow at a 14%-16% CAGR for ad revenue and a 23%-25% CAGR for subscription revenue through 2015
Provide greater exposure for the Sony brand to almost 10% of the Indian population
SPE is seeking approval to acquire a majority stake in Maa TV for INR 5.5BN ($101MM) with INR 5.4BN ($98MM) payable in FYE13 and INR 130MM ($2.4MM) payable in FYE14
NPV of $36MM, IRR of 20% and payback period of 10 Years 2

3. SPT Networks Growth Strategy
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 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 18% CAGR through 2015
Regional channels are key factors to ongoing success in India
Higher forecast growth in ad revenues and per capita incomes than the Hindi market and greater combined viewership than the Hindi-speaking regions
Zee and Star (News Corp) currently own 6 and 12 regional channels, respectively, versus SPE’s 1
Adding regional channels to TheOneAlliance1 partnership would strengthen our distribution bouquet, making it a more compelling offering in all parts of the country
Re-branding Maa TV channels with the Sony name would allow Sony to better connect with approximately 10% of the Indian population, many of whom are striving to own higher-end brands
SPE’s existing India operations will drive strong growth in Maa TV
MSM will manage Maa’s operations, narrow the pricing gap with its main regional competitor and realize efficiencies through economies of scale (i.e. decreased programming costs(2) and higher ad rate growth)
Maa’s ad rates are lower than its #2 market position would suggest (INR 2,300 effective rate versus INR 8,200 for the #1 regional channel)
Investment in Maa TV would be consistent with SPT’s growth strategy and would be highly strategic to future growth and profitability
1 TheOneAlliance is a channel distribution joint venture with Discovery Communications
(2)MSM will be able to provide Maa with access to its large content catalog to be dubbed into regional languages. Maa already purchases programming from MSM (in FYE12 Maa purchased CID for INR 18MM)

4. Overview of Maa TV DRAFT
Finance – Where did you get these revenue numbers from? Also, we ought to include the FY12 numbers
Maa TV operates 4 channels in Andhra Pradesh, the second largest regional ad market in India
Maa TV (GEC), Maa Music, Maa Movies and Maa Gold (formerly Maa Junior)
Maa TV, the flagship channel, is currently the #2 channel in Andhra Pradesh, after recently passing ETV in ratings
From FYE09 to FYE11 Maa TV’s revenue increased by over 60% due primarily due to increased sellout and higher advertising rates; EBITDA more than doubled over the same period
Pre-transaction shareholders are N. Prasad (67.2%), other promoters and local celebrities (30.7%) and key employees participating in ESOP plan (2.1%)
Revenue
EBITDA
($MMs)
($MMs)
Note: Historical period is shown with unadjusted EBITDA and has been restated using a constant FX rate of 55 INR:USD

5. May be better to use Man Jit’s slide here
Maa TV Deal Summary
May be better to use Man Jit’s slide here
SPE to acquire 52.28% of Maa TV for a total purchase price of INR 5.5BN ($101M) with a fully-diluted 51% to be acquired at close and an additional 1.28% to be acquired in FYE14
SPE will acquire 51% of fully-diluted equity at close for INR 5.4BN (~$98MM) by purchasing shares from existing shareholders and by way of a new subscription from Maa (to be confirmed)
Cash from new subscription (~$9MM) will be used to pay off Maa’s existing debt balance (to be confirmed)
Additional 1.28% to be purchased in FYE14 from employee stock option holders for INR 132MM (~$2.4MM)
Purchase price derived as 22x reported FYE12 Adjusted EBITDA of INR 482MM ($8.8MM). EBITDA figures presented reflect adjustments due to FYE12 interest and other income items being non-operating
SPE will have a call option on the 47.72% minority position beginning in FYE18
Call option will be for fair market value, determined by mutual agreement, or by independent valuation if agreement cannot be reached
Deal will be structured in Indian Rupee; assumed FX of 55 INR:USD used here

6. ($MMs converted from INR at 55 INR:USD)
DRAFT
Third Party Valuation
Deloitte Touche Tohmatsu (D&T) was engaged to value Maa TV
SPE’s proposed purchase price is below the value that SPE or another strategic buyer is expected to derive from this acquisition of Maa TV
Independent Fair Market Value Range – 100% Value
Weighted
Overall
Value
Comps
Public/Trans
DCF
($MMs converted from INR at 55 INR:USD)
29.4x
$258
26.8x
$235
$209
23.8x
$195
Proposed SPE Price ($193MM) for 100%
22.2x
19.3x
$169
$148
16.8x
Source: Deloitte Valuation
At SPE’s proposed price of $101MM for 52.28%, SPE’s estimated post-tax IRR is 20% and payback is 10 years
Notes: These comparables do not include ETV that would be considerably higher. Transaction comp includes Asianet-Star acquisition, adjusted for time since close. Public comps include Sun TV and Zee TV, both of which have operations in Andhra Pradesh

7. Financial Impact to SPE
DRAFT
Financial Impact to SPE
Finance – Isn’t the stub period – Jan – March? In the cash impact table below, it’s FCF not cash flow before dividends… please confirm
EBIT Impact
Acquiring a controlling interest will allow SPE to consolidate Maa TV and is expected to increase SPE’s EBIT over $20MM per year by FYE17
Cash Impact
(a) Assumes December 31, 2012 close
(b) Dividends will not be paid until $10MM in working capital is achieved on the balance sheet, after which dividends will be paid on 100% of cash available

8. Maa TV Financial Summary
DRAFT
Maa TV Financial Summary
Forecasts are Preliminary
All years for fiscal years ending March 31st in Indian GAAP and exclude expected MSM inter-company transaction, management service and representation fees
Excludes impact of proposed TRAI changes to television advertising guidelines
(a) Assumes December 31, 2012 close and excludes $5MM in estimated transaction costs
(b) Purchase Price of $193MM based on FYE12 reported EBITDA of $8.8MM ; EBITDA adjusted here for changes to amortization policy in FYE12; Company changed its amortization policy in FYE12 and adjustment upwards was largely effect of moving a portion of show amortization to previous year.
(c) Fair value analysis in progress. Purchase price amortization is estimated and may vary by >10% 8

9. Cash Flow DRAFT (a) Assumes December 31, 2012 close
(b) PPA analysis conducted by E&Y; intangibles include movie library, trade name, customer relationships, carriage agreements and supply agreements with useful lives of 3-10 years

10. Regulatory Approvals DRAFT
This transaction is subject to regulatory approval by three different bodies
Foreign Investment Promotion Board (FIPB)
Reserve Bank of India (RBI)
Competition Commission of India (CCI)
Timing on regulatory approval is uncertain, but could be as little as 2 to 3 months after signing, and although unlikely, as late as 1 year after signature
We will need an additional FIPB approval for 1.28% stake in FYE14
SPE purchase of 1.28% stake will be conditioned on receiving FIPB approval

11. Risk and Mitigation DRAFT Risk Mitigation
Downturn in Indian advertising market
MSM’s expanded footprint and premier client list insulates against this better than Maa TV or MSM stand-alone
Channel growth slower than expected
Key performance drivers relate to improving the programming, advertising sales, and channels distribution, which are areas of expertise of MSM management
Difficulties integrating with MSM leads to operational disruptions
MSM proposes to keep existing Management in place and only slowly integrate Operations with the exception of distribution
Evolving regulatory framework may reduce advertising minutes
MSM management does not feel that the recent recommendations by the TRAI will be enforced 11

12. Next Steps DRAFT Seek approval from the Group Executive Committee
Complete and execute long form documents
Submit filings and obtain regulatory approvals
Close

13. DRAFT
APPENDIX

14. Maa TV Detailed Shareholding – Pre-and Post-Transaction
DRAFT
Maa TV Detailed Shareholding – Pre-and Post-Transaction
(a)
[investigating accounting impact of ESOP]

15. FYE14 ESOP Plan Details FYE14 cash outlay for ESOP shares
DRAFT
FYE14 ESOP Plan Details
FYE14 cash outlay for ESOP shares
In the event the Maa ESOP participants do not sell to SPE, SPE’s share will not be diluted below 51%

16. Income Statement FYE11 – FYE17F
DRAFT
Income Statement FYE11 – FYE17F
Finance – This will change with the new model. If you remove the Finance charges, tax numbers will change
Excludes impact of proposed TRAI changes to television advertising guidelines
(a) Assumes December 31, 2012 close and excludes $5MM in estimated transaction costs
(b) EBITDA adjusted for changes to amort policy in FYE12 – Mgmt changed from 75/25 in Y1 / Y2 to 100% in Y1. Adjustment resulted in 25% amortization movement from FYE12 to FYE11
(c) Fair value analysis in progress. Purchase price amortization is estimated and may vary by >10% 16

17. Advertising Revenue Represents ~80% of gross revenue
Forecast is calculated as effective rate multiplied by expected utilization of 86%-90%. Utilization in FYE12 was 86%
Maa receives a weekday effective rate of ~INR 2,300, 28% of Gemini’s INR 8,200
Maa’s effective rate in FYE17 is expected to be 5,800, representing a 21% CAGR
If Maa achieves its forecast and Gemini grows at the market rate of 15%, Maa’s rate will still be just 35% of Gemini’s, as shown below
(INR)

18. Subscription Revenue Represents ~15-20% of gross revenue
Forecast is calculated as rate (by MSO) multiplied at a forecast year-over year rate of growth
Maa receives an effective rate per reported subscriber of INR 6 versus INR 15 for Gemini and INR 11 for Zee and ETV
Maa’s management has a conservative view on the effects of digitization and has experienced resistance from MSOs regarding price increases. As a result, Maa is forecasting subscription revenue to grow at a 15% CAGR, versus the market forecast rate of 23-25%
This represents potential upside if MSM is able to negotiate higher rates than Maa management is expecting to achieve independently

19. Programming Expenses
Programming expenses are expected to remain high in the forecast period
Movies represent by far the largest programming expenditure – 40%-48% during the forecast period

20. Maa TV Balance Sheet at March 31, 2012
DRAFT
Maa TV Balance Sheet at March 31, 2012
Values in INR MMs
Note: this will have to be updated for close 20

21. Maa TV Valuation Summary
DRAFT
Maa TV Valuation Summary
US$ values slightly different than Deloitte presentation on June 25th due to FX rate (DT assumed 52 INR/USD, we have assumed 55 INR/USD throughout the deck)
Current FX rate is ~57 INR/USD 21

22. DCF Summary - INR

23. DCF Summary – US$

24. Comparable Companies and Transaction Analysis
DRAFT
Comparable Companies and Transaction Analysis 24

25. IRR / Payback Calculations
IRR Calculation
Payback Calculation
(a) Assumes December 31, 2012 close and excludes $5MM in estimated transaction costs
(b) Calculated as cash flow not paid out to minority shareholders as dividends

26. Substantially better than management presentation
Management Forecast Versus Current
Substantially better than management presentation