TV Sul (aka TVCI) Overview

July 2013

SPT has an opportunity to invest in TVCi (TV Sul) Brazilian FTA UHF Channel– The business consists of one linear channel (TV SUL) with primarily focus on religious content

– TV Sul is expanding their network structure and is looking for quality content and management expertise to increase audience

This channel could be an attractive component for the TV everywhere expansion strategy – Opportunity to be the first network to launch a movie channel on a FTA platform.

– Potential expansion of distribution to Pay TV if channel qualify as “Must Carry Channel”

– Potential expansion of distribution trough Satellite (C Band) and IPTV platforms

– Opportunity for cross promo, national and local advertising The opportunity is presented under 2 different scenarios: 30% ownership stake or License

agreement– Models were created for each of the two scenarios to demonstrate a minimum revenue required to would

make the project viable

– 1st Scenario: 30% Acquisition, equivalent to $34M based on estimated company value of $113M . Under this scenario SPT would incur broadcast ops cost estimated in approximately $ 270M / month.

– 2nd Scenario: Monthly license fee of $450k (inclusive of broadcast ops costs) + 10% Rev Share Minimum revenue range recommendation for the first 10 years

– 1st Scenario: Revenue Range from $9.7M to $110M– 2nd Scenario: Revenue Range from $9.7M to $73M– Based on an IRR of 15% inclusive of exit value

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Executive Summary

Brazil - FTA Market Overview

3Source: Americas TV 16th Edition, newsruns and company disclosures.

Brazil has 5 major free-to-air channels. Globo is the dominant TV player, owning the top terrestrial network.

• The Brazilian television market is dominated by free terrestrial TV, which is principally operated by five major private networks.

• Brazilian FTA broadcasting continues to be dominated by Globo, which has led the market since the 1970s

• FTA programming schedules are filled mainly with local content, particularly telenovelas

• Foreign imports mostly consist of deals with major studios and are aired outside of primetime

• Globo is the 4th largest television network globally with an audience of over 120 million viewers per day

• The Company has its owns broadcast stations and distributes content via 150+ affiliate stations

• Major Brazilian producer of content, producing over 5,000 hours of programming (soap operas, dramas series and sports) per year

Accounts for 80% of Brazilian program exports

• SBT, the second-ranked player, has 110 owned and affiliated stations

• In 2007, the federal government entered the TV broadcasting market with the launch of TV Brasil, indirectly controlled through Empresa Brasil de Comunicação

Overview of Key Broadcasters

FTA Viewership Market Share

Market Summary

TV Sul Overview

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• TV Sul (known as TVCI) is a Brazilian television station with 3 generator stations• Inaugurated in 2007 by “Grupo Massa” and acquired by Paulo Pimentel Group in 2010• Privately owned by Marcos Antonio Alberti and Ademar Euclides Monteiro• Free-to-Air UHF signal with strong penetration in Southern Brazil reaching 21MM Households. • Operating transmission stations in: Paraná, Curitiba, Francisco Beltrão, Londrina e Maringá,

Florianópolis, Porto Alegre, São Paulo, Brasilia, Salvador and Belo Horizonte.

• TV Sul’s plan is to reach most of the Brazilian population by segmenting Brazil into 5 macro regions; with a special offering to the Sao Paulo market.

• Plan requires acquiring 3 additional generator and transmission stations in the major hubs of Brazil

• RTV systems in the 50 major cities of Brazil and Contract with Digital Satellite Star One C2• TV Sul expects to qualify for Must carry and estimates an additional 10MM households

• Two additional transmission stations to cover Rio de Janeiro in the next 2 months• Recently acquired an analog satellite Star One C2 with plans to acquire a Digital satellite • Expect additional 18MM households with Star one satellites

Description

Strategic Plan

Recent Developments

TV Sul Business Plan Assumptions

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• TV Sul UHF signal currently reaches 21MM households. Assumes 3% growth every year. (This assumption takes in consideration expansion plan on both UHF and Pay TV)

• TV Sul expects additional 18MM households from Satellites C2 Star one (Analog and Digital) starting 2014

• No overlap considered for households estimations under the 2 platforms

• Assumes 1st year revenue of $9.7M , growth rate varies according to cost from each scenario• Revenue growth rate are determined to set a revenue level that would generate an IRR of 15%

over 10 years period (Inclusive of Exit Value)

• Programming: Assumes 150 titles for first 3 years with 3 daily reruns, 8 hours of content per day and 10 reruns per year. For FY 18 to FY 24 assumed 200 titles with 3 daily reruns, 8 hours of content per day and 7 reruns per year and cost per title estimated at USD$40k. Estimated on air cost in $500k per year.

• Network costs: $270k/Month .Applicable to acquisition scenario only• License fees: $450k/ Month + 10% Rev Share (Inclusive of Network ops costs). Applicable to

License fee scenario only)• Marketing: Assumes (30%, 22%, 16% and 15%) of Revenue in the first 4 years and 10% moving

forward • Selling Cost : Assumes Ad Sales commission of 5% + Salaries for new sales team for FTA

Channel only). Assumed Bonus of 15% for all Scenarios. • HC & Salary: HC increase from 18 on year 1 to 27 on year 10

Distribution

Revenue

Costs

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TVCI $3.3 $5.2 $7.0 $8.7

Investment Scenarios/ Ad Sales Revenue ComparablesTVCI Needed Sales (USD$ in MMs)

Note: • TVCI Ad Sales projection: Provided by Internal SPT Ad Sales Team.(Assumed 15% growth after FY 17)• SET, AXN and SPIN: MRP projections for Ad Sales Revenue (Assumed 15% growth after FY 17) • Abril: Projections based on 2012 Net ad sales revenue presented on Information Package from JPM with 15% growth rate• TV Cultura and Mix TV: Projections based on current revenue estimation provided by Mauricio Kotait with a 15% growth rate• MGMM & EUROPA EUROPA: Projection based on 2015 Total Ad Sales Revenue provided by Chellomedia with 15% growth rate. Ad Sales

break out per Channel is based on number of subs. MGM 26MM and EUROPA EUROPA 8.7MM

SET $13.5 $16.6 $19.9 $35.9

AXN $11.2 $14.5 $16.9 $29.8

SPIN $.8 $.8 $.8 $2.1

ABRIL $22.3 $25.7 $29.6 $59.3

TV Cultura $9.3 $10.7 $12.3 $24.7

Mix TV $3.1 $3.6 $4.1 $8.2

MGM $3.7 $4.3 $4.9 $9.8

EUROPA EUROPA $1.2 $1.4 $1.6 $3.1

Ad Sales projection (USD$ in MMs)

Ad Sales Revenue Comparables:

Investment Scenarios FYE15 FYE16 FYE17 FYE24

1st Scenario: 30% Acquisition $9.7 $12.7 $16.6 $110

2nd Scenario: R$1M ($450k USD) License Fee / Month + 10% Rev Share $9.7 $12.1 $15.2 $73

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1st Scenario: 30% Acquisition

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2nd Scenario: License fee

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• Review PPT with Niccoli and decide if possible to reach Revenue thresholds• Review opportunities to expand revenue options to meet the thresholds outlined

Next Steps