Zee Entertainment Enterprises : Analyst Presentation – 22 December 2021

Merger of Sony Pictures Networks India and Zee Entertainment Enterprises Ltd.

December 2021

Transaction summary

• ZEEL and SPNI to combine their linear networks, digital assets, production operations and program libraries
• Combined company would be a publicly listed company in India in which Sony Pictures Entertainment would hold a majority stake
• • Sony Pictures Entertainment Inc., the parent company of SPNI, would become a promoter of the combined entity
  • Majority of the board of directors of the combined company will be nominated by the Sony Group
  • Mr. Punit Goenka will lead the combined company as its Managing Director & CEO
• Sony Group will pay non-compete fees of USD equivalent of INR 1,101 crore to promoters of ZEEL
• • Promoters of ZEEL commit to invest an equal amount in SPNI prior to the closing the transaction, resulting in eventual holding of ZEEL Promoters to be 3.99% in the combined entity
• SPNI is required to have cash balance of US$1.5bn at closing, to enable the combined company to drive sharper content creation across platforms, strengthen its footprint in the rapidly evolving digital ecosystem, bid for media rights in the fast-growing sports landscape and pursue other growth opportunities
• Closing of the transaction is subject to certain customary closing conditions, including regulatory, shareholder, and third-party approvals

Current structure

ZEEL	ZEEL Public	Sony Group
Promoters	Shareholders	Corp
3.99%	96.01%
			100%	100%
Zee Entertainment	Bangla Entertainment	Sony Pictures
	Enterprises Ltd.		Private Limited	Networks India Private
	(ZEEL)		("BEPL")	Limited (SPNI)

Final structure

ZEEL Promoters	ZEEL Public	Sony Group
Shareholders	Corp
3.99%	45.15%	50.86%

SPNI

Transferee Company

Listed in India

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Execution steps included in the Draft scheme of arrangement

			Sony Group
			Sony Pictures
		Entertainment Inc.
Sony Group to	infuse
cash to ensure SPNI has
(along	with	cash
infusion	from	Zee
promoters) $1.5bn cash	50.86%
prior to closing

ZEEL Public

Shareholders 45.15%

		Expected	Sony	ZEEL	ZEEL Public
		shareholding	Group	Promoters	shareholders
Non-compete fees of		Excluding the non-	52.97%	1.88%	45.15%
ZEEL	compete
USD equivalent of
INR 1,101 crore	Promoters	Proposed transaction,	50.86%	3.99%	45.15%
	including the non-
		compete

Cash infusion (equal to non- compete fees received)

	SPNI shares			Bangla Entertainment Pvt.
			Ltd. (BEPL)
				100% subsidiary of Sony
Sony Pictures Networks India		Zee Entertainment		Group that owns the
		Sony AATH channel
Private Limited (SPNI) *
Merged into SPNI	Enterprises Ltd. (ZEEL)		which is part of the
		transaction perimeter

Public listed entity

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* To be renamed

Illustrative chart which only reflects high level steps involved, subject to additional details regarding legal entities and structural steps

ZEEL's advisors and independent valuers

Financial advisors:

• J.P. Morgan India Private Limited
• KPMG

Fairness opinion by independent merchant banks:

• Duff & Phelps India Private Limited
• ICICI Securities Limited

Legal advisors: Trilegal	Commercial due diligence: Boston Consulting Group ("BCG")
Independent valuer: GT Valuation Advisors Pvt. Ltd.	Financial & Tax diligence: Deloitte Haskins & Sells LLP
	Legal and compliance diligence: Trilegal

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