0 CONFIDENTIAL DRAFT SPE TV Strategy & 2waytraffic Acquisition Opportunity Sony Group Executive Committee Tokyo – February 13, 2008 CONFIDENTIAL DRAFT.

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CONFIDENTIAL DRAFT

SPE TV Strategy &

2waytraffic Acquisition Opportunity

Sony Group Executive CommitteeTokyo – February 13, 2008

CONFIDENTIAL DRAFT

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CONFIDENTIAL DRAFT

Executive Summary

SPE has the opportunity to become a leading global player in the high-growth, high-margin non-scripted light entertainment market

• SPE is actively building its footprint in light entertainment

– Successful formats command high margins and a long-term steady income stream

– Fastest growing segment in worldwide TV due to high audience interest, ratings impact

and attractive margins for broadcasters and producers

– SPE’s growth in this segment to date has been largely organic, with a few minor strategic

investments in key markets (e.g., Starling has become a cornerstone of our French

operation)

• SPE is proposing to accelerate growth by acquiring the publicly traded Dutch light

entertainment company 2waytraffic

– Acquisition would immediately position SPE as one of the top players in the global light

entertainment business

• The acquisition is expected to require cash of $256MM over 3 years at the base case

projections, plus assumption of $96MM in debt, and be immediately accretive to Sony

– $225MM at close

– $31MM in earn-out over 3 years in base case

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CONFIDENTIAL DRAFT

SPE Investment Strategy

SPE is targeting investments in high growth and high operating income/EBIT areas

TO COME

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Television Strategy Implementation

TO COME

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Trends in Worldwide TV Production

• Broadcasters increasingly rely on hit formats

– Formats such as Idol, Big Brother, Who Wants To Be A Millionaire, Deal or No Deal,

Next Top Model provide top ratings globally

– Shows are easy to localize

– Low cost compared to scripted entertainment

• Formats differ from scripted shows in many important aspects

– Interactivity increasingly important (polling, voting, online response)

– Multi-platform revenue opportunities (e.g. mobile)

Non-scripted light entertainment formats are increasingly relevant to broadcasters and are driving global growth

• Non-scripted formats – particularly Reality Shows

and Game Shows – are the fastest growing segment

in global TV

– 27% of U.S broadcast time is now occupied by

Reality TV, up from 8% 5 years ago

– Global game show formats market estimated

at approx. $3BN, vs. $1.8BN in 2002Non-Scripted

36%

Scripted46%

News18%

2007 Worldwide TV Programs by Genre

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Economics of Light Entertainment

85 81

3643 37

69

0

20

40

60

80

100

2005 2006 2007

($ in

MM

s)

Revenue EBIT

1,200

180

1,500

215

1,950

175

0

500

1,000

1,500

2,000

US

$ M

M

2005 2006 2007E

Revenue EBIT

`

1,275

135

1,500

170

1,725

200

0

500

1,000

1,500

2,000

US

$ M

M

2005 2006 2007E

Revenue EBIT

`

• Endemol and Fremantle are the leaders

in global light entertainment

• Growth driven by hit light entertainment

formats: Idol for Fremantle; Big Brother,

Deal Or No Deal and others for Endemol

• Endemol acquired in 2007 for $4.5BN;

Fremantle estimated to be worth $1.5-

2BN

Successful formats create high margins and significant asset values

Endemol Fremantle

• SPE’s top light entertainment formats Wheel

of Fortune and Jeopardy! have been highly

successful and generated $630MM in

revenues and $350MM in EBIT over the last 3

years

• At its peak in 2005, Endemol’s Big Brother

format generated revenue of over $200MM

per year

170

118

68

104

62

111

0

50

100

150

200

2005 2006 2007

US

$ M

M

Gross Margin: 26% 24% 24% n/a n/a n/a

EBIT Margin: 15% 14% 9% 11% 11% 12%

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CONFIDENTIAL DRAFT

SPE’s Light Entertainment StrategySPE is growing its light entertainment strategy, in addition to its traditional focus on scripted comedies and drama

Latin America

GermanyRussia

ChinaItalySpain

U.K.

France

Hong Kong

U.S.

Netherlands

Strategic Goals: • Build a global pool of light entertainment creators and developers

– Pursue strategic acquisitions for faster growth• Increase emphasis on markets with proven creative credentials (U.S., U.K., Netherlands)• Facilitate collaboration and cross-pollination between operations• Leverage SPE infrastructure for global distribution

To further accelerate growth and become a major player in the light entertainment business, SPE needs to pursue larger acquisitions

– Slower, more organic growth would require less investment capital, but rapid consolidation of major players creates a serious execution risk

– Operational scale has been demonstrated to drive performance through distribution leverage and by becoming a magnet for creative concepts and talent

Current SPE Production Infrastructure:

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CONFIDENTIAL DRAFT

• Acquired French game show producer Starling in 2004 for $35MM (€25MM) – became cornerstone of SPE’s French operation and meeting projected business plan EBIT since acquisition

• Acquired 51% of Russian producer Lean-M for up to $27MM (partially earn-out) in 2007– Very strong first year of operation, EBIT of $8.2MM in CY 07, vs. plan of $5.2MM

• Smaller investments: 20% minority stake in major U.K. producer Shine, 51% of up and coming Dutch producer Tuvalu, and a new UK start-up with two top creative producers

• Assessing additional opportunities in Germany, Poland and other markets

SPE’s Recent Light Entertainment Initiatives

• Maximize revenues from Wheel of Fortune and Jeopardy!• Create formats for GSN• Strategic alliance with well respected producer Michael Davies – developed successful

format Power of 10• Pending acquisition of Davies’ company Embassy Row• Looking at other investment opportunities with creative producers

U.S. Initiatives

International Initiatives

US$ MM Plan Actual Plan Actual Plan Actual Plan Actual

EBIT 2.0 2.8 2.1 2.2 3.4 3.5 5.9 6.1

FY 05 FY 06 FY 07 FY 08

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CONFIDENTIAL DRAFT

The 2waytraffic Opportunity

• 2waytraffic is comprised of three main business lines:

– TV Format Licensing and Production (incl. worldwide rights to the hit format Who Wants To Be A Millionaire?); Millionaire comprises approximately 60% of the deal value and would be a driver property for Light Entertainment distribution

– Participation TV: traditional Call TV and new business model Participation Advertising

– Mobile content production and distribution

• Founded in 2004, the company is listed on London’s AIM stock exchange with public/institutional investors holding 42% (excludes management and Directors)

• An acquisition would establish SPE immediately as one of the top players in the lucrative, high-margin global light entertainment business

– 2007 Revenue of approx. $104MM and recurring EBITDA of $31MM (30% EBITDA margin)

• We recommend to acquire 2waytraffic at a total consideration of $353MM ($225MM upfront payment + $31MM earn-out based on Sony base case + $96MM debt)

– Expected post-tax NPV of $103MM (at a 10% cost of capital) and a 20% IRR (Sony base case)

SPE is proposing to acquire the Dutch light entertainment company 2waytraffic

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Strategic Rationale for Investment

• 2waytraffic’s strong game show formats combined with SPE’s own format catalogue would provide

significant leverage in the market

– Capitalize on Millionaire format and other attractive assets

– Leverage experienced production talent in 2waytraffic

• 2waytraffic’s strong formats sales group is a well fitting complement to SPE’s global production

infrastructure

– Proven sales executives from Celador and Endemol, very well respected in the market

– Sales presence geographically complementary (2waytraffic has strong presence in key growth markets

including China, Turkey, Russia, India)

• Proven capability to provide interactive features to their own and SPE’s light entertainment shows

• Strong track record in establishing innovative new business models with high margins

– Pioneers in Call TV business in Europe, now exploring new concept of Participation Advertising in the US and

other markets (but regulatory concerns may negatively impact business)

– Mobile content and mobile advertising, as well as digital games

• Sony United Opportunities: possibilities for multi-platform exploitation with Playstation, Sony

Electronics and Sony Ericsson

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CONFIDENTIAL DRAFT

Strategic Complement

Creative & Development

Production for local

broadcaster

Interactive Monetization

Worldwide format

distribution

Offline monetization

U.S. - SPEU.K. - SPE & 2waytrafficGermany - SPEFrance - SPERussia - SPEItaly - SPESpain - SPENetherlands - SPE & 2waytrafficLatin America - SPE

• In-program applications

• Mobile

• Online

• Leverage of Millionaire relationships

• Global sales force

• Leverage of Millionaire relationships

• Merchandise

• Leverage of Millionaire relationships

Combined SPE and 2waytraffic creative and

production pool

2waytraffic is very powerful addition to SPE’s production value chain

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Sum-of-the-Parts Valuation

• Implied sum-of-the-parts Equity Value per share is 91p

• DCF Analysis valued the enterprise at approximately $370MM

The enterprise value of 2waytraffic is approx. $335MM, with 61% ascribed to the Millionaire franchise

OtherTV &

Ancillary

Call TV Participation Advertising

Group EV Net Debt(1)Mobile Content

Market Value

Implied Equity Value

19% premium to the current

market value

$204m

WWTBAM

$53m$19m

$16m$19m $0m

$334m $96m

$238m

$200m

Synergies

29% premium to the current

market value

$185m

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CONFIDENTIAL DRAFT

Recent Millionaire Ratings

WWTBAM vs. Station Average - Individuals 4+ Share

0

5

10

15

20

25

30

35

Jul-06 Aug-06 Sep-06 Oct-06 Nov-06 Dec-06 Jan-07 Mar-07 Apr-07 May-07 Jun-07 Jul-07 Aug-07 Sep-07

WWTBAM ITV Average

WWTBAM Monthly Performance - Individuals 3+ Share

0

5

10

15

20

25

Sep-06 Oct-06 Nov-06 Dec-06 Jan-07 Feb-07 Mar-07 Apr-07 May-07 Jun-07 Sep-07

Ratings in the top markets remain stable at attractive levels and demonstrate the potential of Millionaire to be an evergreen asset like Wheel of Fortune and Jeopardy!

U.K. - ITV Germany - RTL

Italy – Canal 5 France – TF1

WWTBAM Monthly Performance - Individuals 4+ Share

0

10

20

30

Apr-06 May-06 Jun-06 Dec-06 Jan-07 Feb-07 Mar-07 Apr-07 May-07 Sep-07

WWTBAM vs. Station Average Share - Individuals 4+

0

10

20

30

40

Jul-06 Aug-06 Oct-06 Dec-06 Jan-07 Mar-07 Apr-07 May-07 Jun-07 Jul-07 TF1 2006Average

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CONFIDENTIAL DRAFT

Financial Analysis: Sony Case

• Assumes flat performance of the TV format business and a significant reduction to Mobile and Participation Advertising businesses

• Synergies assumption: no synergies in 2008; revenue enhancement of 10% of the TV business revenues from 2009 onwards at a margin of 30%; no cost synergies

• Immediately accretive to Sony EBIT: expected to provide EBIT after PPA of $5.1MM in CY 08 and $9.6MM in CY 09

After first-stage of detailed due diligence, SPTI established a more conservative Sony Base case vs. the Management Case

Projections, $000 Growth, %Year to 31 December CY 07E CY 08E CY 09E CY 10E 07/08 08/09 09/10Circa revenue 103,754 106,771 120,624 135,605 2.9% 13.0% 12.4%

Revenue Synergies 6,377 6,987 - - -Total Revenue 103,754 106,771 127,001 142,593 2.9% 18.9% 12.3%

Circa EBITDA 30,857 35,896 38,479 43,966 - - -Revenue synergies - 1,913 2,096 - - -Cost synergies - - - - - -

Total Recurring EBITDA 30,857 35,896 40,392 46,063 16.3% 12.5% 14.0%Margin, % 29.7% 33.6% 31.8% 32.3% - - -

Depreciation (896) (1,875) (1,794) (1,734) - - -Amortisation (28,964) (28,964) (28,964) (18,829) - - -

Total Recurring EBIT 998 5,058 9,634 25,500 407.1% 90.5% 164.7%Margin, % 1.0% 4.7% 7.6% 17.9% - - -

Net Interest (7,302) (6,108) (5,135) (3,767) - - -Profit Before Tax (incl. one-offs) (886) (5,104) 4,500 21,733 475.8% (188.2)% 383.0%Tax - - (1,575) (7,606) - - -Net Earnings (incl. one-offs) (886) (5,104) 2,925 14,126 475.8% (157.3)% 383.0%

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CONFIDENTIAL DRAFT

Proposed Deal Structure

• Split offer between public shareholders, private investor and management

– Public Shareholders to receive a payout close to their buy-in price and at a premium to current stock price (offer of 110p vs buy-in price of 120p per share, or a 56% premium to market)

– A large founding investor to receive a payment at only a slight premium to current stock price (80p or a 13% premium to market)

– Management shareholders to receive a significant discount to market and be offered an earn-out. 50% of management stake rolled into earn-out (cap for management at 135p per share)

– Small risk that we can’t obtain 5% of the shares

• Under Sony Base Case, estimated total SPE investment of $353MM, or 11.4X 2007E EBITDA, which is in-line with comps

($ MMs)

Implied DCF Value

(1)

Upfront SPE Investment**

Earn-out Payments

Net DebtTotal SPE

Investment

SPE IRR

Before effect of Cap

Structure (2)

SPE IRR

(Debt repaid at closing)

Management Target Case

(for Earn-Out)$442 $225 $60 $96 $382 24% 19%

Sony

Base Case$370 $225 $31 $96 $353 20% 15%

Downside Case $274 $225 $7 $96 $328 6% 5%

**Note: Does not include transaction fees. Based on 110p offered to Institutions, 80p offered to Henk Keilman and 60p offered to management for 50% of share upfront. Management is required to roll-over 50% of shares in an earn-out scheme. Earn-out payment is capped at the total implied value of 135p per share

(1) At 10% WACC and 2% perpetuity growth rate

(2) Reflects investment decision based on investment in equity and excludes impact of capital structure.

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CONFIDENTIAL DRAFT

Potential Risks and Mitigators

RISKS MITIGATORS

Regulatory:

• Call TV under regulatory and business pressure in key markets; company may face liability from prior irregularities

• Company has set aside financial reserves if litigation is unfavorable

• Revenue mix increasingly less dependent on traditional Call TV (less than 20%)

• Re-focus on emerging Call TV markets, such as Eastern Europe and China

• UK production arm could lose Qualified Independent Status after SPE acquisition

• Strength of Millionaire format expected to help overcome Independence concerns

Operational:

• New, untested business models do not perform as management expects, and/or Millionaire format loses appeal faster than expected

• Earn-outs provide some downside protection to SPTI• Management has strong track record in identifying

and exploiting new business opportunities

• Key management retention and incentivization • Attractive upside potential for management in case of over-performance

• Complex integration could cause delays and distraction

• Integration plan and operational responsibilities post-transaction will be agreed with 2waytraffic before deal closes

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Next Steps

• Finalize outstanding deal points

• GEC/Sony Board approval

• Finalize legal and financial diligence

• Finalize operating structure & integration plan

• Draft offer documentation (including announcement, offer document, earn-out agreement and irrevocable undertakings)

• Finalize offer

• Make offer to public shareholders (estimated timeline: mid Feb to mid March)

• Close transaction