1. Presentation to Michael Lynton July 9th, 2012 DRAFT July 3rd, 2012
FOR DISCUSSION ONLY
Investment in Maa TV
Presentation to Michael Lynton
July 9th, 2012
DRAFT July 3rd, 2012

2. DRAFT
Maa Deal Status
Drafts of the Shareholder SHA and SPA exchanged. We do not expect any major problems
SPE to acquire 52.3% of Maa TV for a total purchase price of INR 6.1BN ($111M) with a fully-diluted 51% to be acquired at close and an additional 1.3% to be acquired in FYE15
SPE will acquire 51% of fully-diluted equity at close for INR 5.9BN (~$107MM) by purchasing shares from existing shareholders
Includes assumption of ~$9MM in debt, which is considered cash outflow at close due to consolidation. The debt will be paid off post-close but could alternatively be refinanced at a lower rate
Additional 1.3% to be purchased in FYE15 from employee stock option holders for INR 200MM (~$3.6MM)
Purchase price derived as 22x reported FYE12 EBITDA of INR 482MM ($8.8MM). EBITDA figures presented reflect adjustments due to FYE12 interest and other income items being non-operating
Maa TV performance year-to-date is on budget Q1 EBITDA is INR 138MM ($2.5MM)
In terms of FYE13, multiple of acquisition is 21x EBITDA vs. 24x trailing multiple
SPE will have a call option on the 47.7% minority position beginning on the 5th anniversary of closing
Call option will be for fair market value, determined by mutual agreement, or by independent valuation if agreement cannot be reached
If SPE does not exercise its call by the 7th anniversary of closing, minority shareholders can force a sale of 100% of the company to a third party 2

3. ($MMs converted from INR at 55 INR:USD)
DRAFT
Third Party Valuation
Deloitte Touche Tohmatsu (D&T) was engaged to value Maa TV
SPE’s proposed purchase price is at the low end of the value that SPE or another strategic buyer is expected to derive from this acquisition of Maa TV
Independent Fair Market Value Range – 100% Value
Weighted
Overall
Value
Comps
Public/Trans
DCF
($MMs converted from INR at 55 INR:USD)
29.2x
$257
26.7x
$235
$208
Proposed SPE Price ($212MM) for 100%
23.6x
$195
22.2x
19.1x
$168
$144
16.4x
Source: Deloitte Valuation
At SPE’s proposed price of $111MM (including $9MM debt assumption) for 52.3%, SPE’s estimated post-tax IRR is 17% and payback is 11 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

4. Financial Impact to SPE
DRAFT
Financial Impact to SPE
EBIT Impact
Acquiring a controlling interest will allow SPE to consolidate Maa TV and is expected to increase SPE’s EBIT by over $20MM per year by FYE17
Cash Impact
(a) Assumes December 31, 2012 close
(b) it is our intent to not pay dividends until $10MM in working capital is achieved on the balance sheet, after which dividends will be paid on 100% of cash available

5. Regulatory Approvals DRAFT
This transaction is subject to regulatory approval by three different bodies
Foreign Investment Promotion Board (FIPB)
Reserve Bank of India (RBI)
Ministry of Information and Broadcasting (MIB)
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 1.3% stake in FYE15
SPE purchase of 1.3% stake will be conditioned on receiving FIPB approval

6. 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
SPE will need to receive FIPB approval to exercise our call option after year 5
We know of no specific reason why the FIPB would not approve the buy-up 6

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