I N F O R M A T I O N P A C K A G E

Project Young Cover to come

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INFORMATION PACKAGE

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AbrilC Radiodifusão

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S CONFIDENTIAL SENT TO SONY 5/28/2013

Confidential Information Package

This Confidential Information Package (the “Package”) is being furnished to a limited number of parties who have expressed an interest in submitting proposals to enter into a transaction with Abril Radiodifusão S.A. and its subsidiaries, and/or controlled entities (“Abril Radiodifusão” or the “Company”) (the Proposed Transaction). Abril S.A. (“Abril”) has retained Banco J.P. Morgan S.A. (“J.P. Morgan”) to act as its financial advisor in connection with the Proposed Transaction. This Package has been assembled by the management of the Company with the assistance of J.P. Morgan. The sole purpose of this Package is to assist the recipient in deciding whether to proceed with further analysis of this opportunity in accordance with the procedures described below.

The use of this Package is governed by the terms of the previously executed Confidentiality Agreement, which strictly limits the use, circulation and copying of the information embodied herein. Any person in possession of this Package should review and adhere to such Confidentiality Agreement before reading, circulating or using this Package. This Package may not be distributed, reproduced, or used without the prior express written consent of Abril or Abril Radiodifusão or for any purpose other than the evaluation of the Proposed Transaction by the person to whom this Package has been delivered. J.P. Morgan will arrange all contacts for the appropriate due diligence by the potential purchasers. All inquiries or requests for additional information should be submitted or directed solely to J.P. Morgan. Management, shareholders, partners, legal counsel, advisors, clients, consultants, employees, agents, and/or other member of the personnel of Abril and of the Company must not be contacted directly under any circumstances, and any unauthorized contact may result in disqualification. In addition, Abril, Abril Radiodifusão and J.P. Morgan inform that no person has been authorized to make any statement concerning the Company other than as set forth herein, and any such statements, if made, may not be relied upon.

While the information provided herein is believed to be accurate and reliable, neither Abril, Abril Radiodifusão nor J.P. Morgan makes any representations or warranties, expressed or implied, as to the accuracy or completeness of such information. Only those representations and warranties contained in a definitive agreement shall have any legal effect. In furnishing this Package, J.P. Morgan reserves the right to amend or replace the Package at any time and undertakes no obligation to provide the recipient with access to any additional information. Nothing contained within this Package is or should be relied upon as a promise or representation as to the future. The estimated financial information contained herein was prepared expressly for use herein and is based on certain assumptions and management’s analysis of information available at the time that this Package was prepared. Prospective purchasers (with the assistance of any specialized consultants and advisers) should conduct their own investigation and analysis of the business, data and property described herein and such investigation and analyses shall be always subject to the terms and conditions of the previously executed Confidentiality Agreement. Accordingly, neither Abril, Abril Radiodifusão nor J.P. Morgan shall be liable for any direct, indirect or consequential loss or damage suffered by any person as a result of any errors or omissions contained in the Package.

All inquiries should be directed to any of the individuals at J.P. Morgan listed below

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A Thiago Carvalho Juliana Herrmann Guilherme Marques

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Executive Director Vice President Analyst

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 [email protected]  [email protected]  [email protected]

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I A B R I L R A D I O D I F U S Ã O 1 CONFIDENTIAL SENT TO SONY 5/28/2013

Agenda

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Investment highlights 2

Market opportunity 5

Company overview 20

TV broadcasting sector considerations 61

Appendix 69

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I A B R I L R A D I O D I F U S Ã O 2 CONFIDENTIAL SENT TO SONY 5/28/2013 Abril Radiodifusão represents a unique opportunity in the Brazilian free-to-air TV market

Investment highlights

 Abril Radiodifusão is one of the eight nationwide TV networks in Brazil  Its network is composed of 43 stations, being 351 owned-and-operated by Abril Radiodifusão  Company’s anchor station is based in São Paulo (channel 32 UHF) and responsible for the content distributed nationwide A nationwide TV  Network reaches 23.6mm households (c. 77.9mm inhabitants)2 and overlaps Brazil’s most developed regions (Southeast network in Brazil and South, that account together for 71.9% of country’s GDP)  The Company is currently using its network to transmit MTV Brasil channel  Licensing agreement with Viacom expires in 2018, but can be terminated at anytime with one-year advance notice

Strong  Eight affiliated stations, all of them repeater stations, broaden the reach of the channel partnerships to  Abril Radiodifusão has agreements with the main Pay TV operators through which the channel reaches over 1.6mm broaden additional households (c. 5.3mm inhabitants)2 penetration  Presence in StarOne C2 satellite, broadcasted to parabolic antennas nationwide, currently with a different programming

 Abril Radiodifusão’s studio facilities are located in São Paulo, on the building that previously had the studios of TV Tupi Differentiated with a total area of over 3,350 sq meters technology to  The facilities include three production studios (250 sq meters) with production capacity in HD, 20 HD cameras, eight produce content editing rooms, a digital system to archive content and one mobile unit with live transmission capability

 Brazil has a well-developed TV industry which is by far the most important advertising platform in the country, reaching 95% of the households and accounting for 65% of total advertising spending as of 2012  TV broadcasting received R$19.5bn of total advertising spending in 2012

Substantial growth  Free-to-air CAGR 13E-20E of 6.5% and Pay TV CAGR 13E-20E of 10.2%

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 Pay TV market has substantial upside potential as to reach global levels

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 In US, Pay TV reaches 91% of households versus 27% in Brazil

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industry L

 Steady evolution of subscribers in Brazil with expected CAGR of 9% for the following years

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 Transition to digital frequencies should benefit current nationwide TV stations, reaching multiple devices and increasing

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audience potential further

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Including São Paulo’s anchor station M

2 Based on 3.3 inhabitants per household

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I A B R I L R A D I O D I F U S Ã O 3 CONFIDENTIAL SENT TO SONY 5/28/2013 The Company holds all of the TV assets of the Abril group, one of the most relevant media players in the country

Abril group – organizational structure Abril group – main holding companies

Civita family

 Abril publishes 52 magazine titles and is a leader in 22 out of the 70% 30% 26 segments in which it operates  Circulation of 192 million copies per year, in a universe of 28 million readers and almost five million subscriptions  Seven out of the ten most read magazines in the country are published by Abril  Veja is the third largest weekly information magazine in the world, and the largest excluding the US el B Level B  Abril Radiodifusão is Abril Mídia’s arm that holds the free-to-air TV channel concession in Brazil

Abril  Educational arm of the Abril Group, Abril Educação is one of the Radiodifusão largest basic education companies in Brazil in terms of number of Asset related to the students, revenues and school reach Proposed Transaction  Abril Educação ended 2012 with 1.8 thousand schools and 529 thousand students served by its educational system  In July 2011, the Company did its initial public offering in BM&F

Bovespa and as of May 10th, 2013 had a market cap of R$3.4bn

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 The logistics and distribution company of the Abril Group

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 Present in 2,500 cities, DGB has an extensive distribution network

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throughout Brazil, reaching 96% of Brazil’s consumer potential

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 Its portfolio of products and services includes the delivery of

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magazines and small parcels, different levels of commercial

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Abril has retained J.P. Morgan to act as a financial advisor on the disposal

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of its TV assets, currently held by Abril Radiodifusão subsidiary

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I A B R I L R A D I O D I F U S Ã O 4 CONFIDENTIAL SENT TO SONY 5/28/2013

Agenda

Page

Investment highlights 2

Market opportunity 5

Company overview 20

TV broadcasting sector considerations 61

Appendix 69

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I A B R I L R A D I O D I F U S Ã O 5 CONFIDENTIAL SENT TO SONY 5/28/2013 Brazil is expected to emerge as the 5th largest world economy over the next decade

Brazil in a snapshot 17 metropolitan areas with over a million inhabitants

An enormous country  Population: 197 million Belém São Luís  Area: 8.5 million km² Manaus Fortaleza  GDP: US$2.5 trillion Teresina João Pessoa Strong economy Recife Maceió  Real GDP growth: 7.5% (2010); 2.8% (2011); 1.0% (2012) Salvador  Inflation1: 5.9% (2010); 6.5% (2011); 5.8% (2012) Goiânia Brasília  Sovereign ratings: Baa2 (Moody’s); BBB (S&P); BBB (Fitch)  Over 460 listed companies with over US$1.2trn market cap Belo Horizonte Campinas Stable political environment Rio de Janeiro Curitiba São Paulo  Vote for stability: president Lula’s eight year presidency limited by term  Dilma, elected in 2010, was Lula’s successor Porto Alegre

GDP per capita accumulated growth (07–11) Brazil projected growth y-o-y (%)

19.7% 3.9% 3.8% 3.8% 15.0% 3.5% 3.6% 3.6% 13.4% 12.1% 3.0% 12.1% 10.8% 2.4%

9.0% 8.5%

Y 2.0% 2.0% 1.5% 1.1%

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M A B R I L R A D I O D I F U S Ã O 6 CONFIDENTIAL SENT TO SONY 5/28/2013

Secular shifts in the country are increasing consumer spending…

Lower levels of unemployment and a growing economically active population…

Unemployment rate in Brazil Labor force population¹ change: 2005 to 2025E

27.8% 12% 11% 22.0% 10% 12.3% 9% 9.5% 10.3% Lowest historical 8% 3.9% unemployment rate 7% recorded by IBGE 6% 5.4% (1.9)% 5% (5.3)% 4% (12.6)% (14.2)% 3% 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Jan-13 Japan Russia Germany France UK Canada China USA India Brazil

Source: IBGE (Brazilian Institute of Geography and Statistics) and J.P. Morgan economic research

…have led to sustained increase in consumer spending

GDP/capita (US$ ‘000) Consumer spending/capita (US$ ‘000) Consumer spending/capita growth

Total consumer spending as a % of GDP CAGR 2009-2015E (%) 61% 59% 59% 58% 57% 57% 56% 15.5% 14.0 12.7 12.9 11.6 11.9 11.0 10.4% 7.9 7.5 7.3 6.7 6.8 7.4% 8.4 6.5 6.6%

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2009 2010 2011 2012 2013E 2014E 2015E 2009 2010 2011 2012 2013E 2014E 2015E China Chile Brazil Mexico UK USA France Italy

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¹ Defined as population with age between 20 and 64 years

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M A B R I L R A D I O D I F U S Ã O 7 CONFIDENTIAL SENT TO SONY 5/28/2013

… which is causing demographic shifts and higher advertising activity

Consumer market overview Demographic shift (mm individuals and % population)¹

 Brazil represents the eighth largest consumer market in the world based D/E classes C class A/B classes on total household consumption¹

 Household consumption has increased at a CAGR of 16.2% from 2007 A/B+C A/B+C to 2011 in the country, reaching US$1.5 trillion in 2011 +50mm +15mm 12% 23mm 15% 31mm  Growth was primarily driven by strong macroeconomic fundamentals, 8% 13mm lower unemployment rates and higher wage levels 37% 66mm 54% 106mm 56% 113mm  From 2003 to 2011, over 40 million Brazilians shifted to the middle class (C class), an income segment that today represents approximately 54% 55% 96mm of the country’s population 33% 64mm 29% 59mm

 Minimum monthly wages have grown at double digit CAGR between ‘07-’12 2003 2011 2014E ¹ Considers household final consumption expenditure, as of 2011 data (World Bank) Source: Cetelem “O Observador” and J.P. Morgan estimates ¹ Income segments are classified according to IBGE’s standards, being “A/B” high income classes, “C” middle class and “D/E” low income classes

Minimum monthly wage (R$) Poverty¹ in Brazil (% of total population)

25.4% Poverty level halved 22.8% 622 19.3% 18.3% 510 545 16.0% 15.3% 465 13.7% 12.9%

380 415 10.9%

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¹ Defined as per capita income under R$70 per month

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M A B R I L R A D I O D I F U S Ã O 8 CONFIDENTIAL SENT TO SONY 5/28/2013 TV remains Brazil’s largest media vehicle for advertising and has been growing at double digit CAGR

Advertising spending per type of media (Brazil–R$bn)

1 CAGR CAGR Free-to-air TV Newspapers Internet Magazines Pay TV Radio Out-of-home Others 05-12 13-20

54 51 (2.8)% 2.1% 4% 48 5% 45 8% 4.3% 7.1% 42 40 38 11% 8.5% 2.7% 34 31 11% 20.0% 10.2% 28 26 22 4.6% 6.0% 21 19 11% 17 12% 16 28.3% 14.5% 14 58% 11 10 10 65% 9 63% 3.8% 4.7% 7 7 8

23%

60% 10.8% 6.3%

1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012

2013E 2014E 2015E 2016E 2017E 2018E 2019E 2020E Broadcast TV share amounted R$19.5bn

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1 Others include guides and cinema advertising

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M A B R I L R A D I O D I F U S Ã O 9 CONFIDENTIAL SENT TO SONY 5/28/2013

High advertising returns drive advertiser stickiness with free-to-air TV

Return on spending per type of media (per $1 spent) Top 15 advertisers in 1H2012 – Brazil

2012 2011 Top 15 1H2012 spending TV is the media with Ranking Ranking advertisers (R$ mm) highest return on 1 1 1,685 advertising spending 2 2 1,464 1.70 3 7 797

1.48 4 3 793 1.40 5 8 778

6 18 540

1.06 7 6 485

8 5 481

9 13 477

10 28 455

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M A B R I L R A D I O D I F U S Ã O 10 CONFIDENTIAL SENT TO SONY 5/28/2013

There are eight nationwide free-to-air TV networks in the country

Main networks transmission structure Audience share (% by households)

Broadcaster Owned Affiliates1 Repeaters Total Globo Record SBT 15 79 2,894 2,988 60% Band RedeTV! MTV 8 42 1,477 1,527 50%

42.2% 9 20 1,139 1,168 40%

5 25 746 776 30% 1 13 457 471 20% 14.9% 5 10 157 172 13.8% 10% 5.6% 1 2 58 61 1.7%

0% 0.3% 1 0 42 43 2005 2006 2007 2008 2009 2010 2011 2012

Source: Anatel, as of January 2011 (except Gazeta, which is based on Donos da Midia) Source: Ibope MMW – PNT; time range: 6 am–12 am 1 Affiliates as defined by regulators, able to include content on the programming grid Reach1 (% per households) Audience share in São Paulo’s metropolitan area

Globo Record SBT Globo Record SBT 100% Band RedeTV! MTV 50% Band RedeTV! MTV

80% 40% 78.5% 37.0%

60% 56.9% 30%

53.7%

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Source: Ibope MMW – PNT; time range: 6 am–12 am Source: Ibope MMW – São Paulo Metropolitan area; time range: 6 am–12 am K 1

R Reach considers individuals exposed to the channel at least one minute per day

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M A B R I L R A D I O D I F U S Ã O 11 CONFIDENTIAL SENT TO SONY 5/28/2013

The top five TV players in Brazil account for over 70% audience market share...

Top five players audience and share of audience (per hour)

Ibope rating Prime time Share % of audience

100 85% 85% 87% 88% 86% 100% 79% 82% 79% 78% 80% 78% 79% 83% 82% 78% 76% 72% 72% 77% 77% 76% 76% 77% 76% 80 80% 60 50 54 53 60% 43 48 43 34 40 30 32 31 33 31 28 40% 21 23 15 19 20 16 20 10 11 8 6 6 20%

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7 am 7 am 8 am 9 pm 2 pm 3 pm 4 pm 5 pm 6 pm 7 pm 8 pm 9 am 1 am 2 am 3 am 4 am 5 am 6

11 am 11 am 12 pm 11 pm 12

10 am 10 – pm 10

– – – – – – – – – – – – – – – – –

– – – –

– –

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Top 10 programs by Ibope rating

1 # Ibope rating Program Type Broadcaster Schedule R$/Ibope rating  Globo has the largest broadcasting structure in 1 33.9 Soap opera III Soup opera Globo Mon–Sat 14,905 Brazil, with almost two times the number of affiliates/ repeater stations than SBT, the #2 largest player 2 32.5 Fantástico Newscast Globo Sun 12,943  Globo is also the leading media channel, hosting 3 31.0 A Grande Família Series Globo Thu 12,700 most of highest audience programs in Brazil 4 31.0 Tuesday show Series Globo Tue 11,156  9pm soap operas consistently reach the highest 5 30.9 Jornal Nacional Journalism Globo Mon–Sat 16,418 audience among all programs 6 30.1 Globo Repórter Newscast Globo Fri 9,759  Jornal Nacional, Globo’s 8pm news program, has

7 30.1 Zorra Total Humor Globo Sat 7,106 the highest price per 30-second advertising

Y 8 28.0 Soap opera II Soup opera Globo Mon–Sat 10,354

 Despite of this, Globo has been constantly losing

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9 28.0 Local news II Journalism Globo Mon–Sat 10,129 audience to other TV players, mainly Record

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10 27.3 Domingão do Faustão TV show Globo Sun 7,891

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M A B R I L R A D I O D I F U S Ã O 12 CONFIDENTIAL SENT TO SONY 5/28/2013

... with most of the contents dedicated to journalism and religious programs

Number of weekly hours – consolidated Considerations

% share  The five main channels (Globo, Record, SBT, Band and RedeTV!) have a balanced programming grid News, journalism and 4% Others 33 religious programs  Journalism and news programs account for 23% of the broadcasting account for 39% of free- hours to-air programming grid  Religious programs are usually inserted on slots of the programming 2% Humor 16 grid sold to third party producers as an alternative stream of revenue – They currently account for 15% of broadcasting hours 5% Sports 41  Soup operas, despite accounting for only 6% of the programming grid, are mainly broadcasted during prime time and tend to have high Ibope 5% Films 45 ratings  Globo has the most balanced content programming 6% Soup operas 54  Its soup operas top ranks the audience in Brazil and are usually exported to several other countries  Its programming grid and business model has been replicated by 7% Local 58 other broadcasters

7% Entertainment 59 Share of hours dedicated to religious programs

1 7% Series 61 2 0.7% 0.6% 8% Kids 67 19.0% 33.6% 10% TV show 82

11% News 89

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M A B R I L R A D I O D I F U S Ã O 13 CONFIDENTIAL SENT TO SONY 5/28/2013

The Pay TV market also presents an attractive opportunity for growth...

Evolution of Pay TV subscribing domiciles in Brazil (in million)

44.1

36.7

Pay TV subscribing domiciles 30.6 should grow 27.8% in 2013

25.5

20.7

16.2

12.7 9.8 7.5 6.3 5.3 4.1 4.5 3.5 3.6 3.5 3.5 3.8

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013E 2014E 2015E 2016E 2017E

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M A B R I L R A D I O D I F U S Ã O 14 CONFIDENTIAL SENT TO SONY 5/28/2013 … with substantial upside potential in Brazil as it reaches a penetration rate similar to global levels

The Pay TV penetration rate should continue to grow in Brazil…

40.8% 36.1% 31.9% 27.0% 27.5% 29.5% 21.0% 16.5% 10.3% 12.8% 6.8% 8.0% 8.8%

2005 2006 2007 2008 2009 2010 2011 2012 2013E 2014E 2015E 2016E 2017E Estimates Source: Anatel and Pricewaterhousecoopers projections – Global Entertainment Media Outlook 2010-2014; Abril’s estimates

… as to reach global standards

Pay TV penetration in the main markets

91.3% 94.9% 93.5% 90.1% 83.0% 66.3% 51.7% 54.0% 53.0% 38.5%

27.0%

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(million of China US India Germany Japan South Korea UK Russia Canada Brazil America

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domiciles)

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M A B R I L R A D I O D I F U S Ã O 15 CONFIDENTIAL SENT TO SONY 5/28/2013 Brazil has several regions untapped by Pay TV that represent millions of potential new customers

Geographic distribution – number of subscribers per region (‘000)

North Northeast

1,940 696 1,437 507

2011 2012 2011 2012 4.0mm households 4% 14.9mm households

12%

Midwest 7%

62% 1,079 Southeast 778

10,070 2011 2012 8,197 15%

4.3mm households South

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Geographic distribution of subscribers in 2012

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M A B R I L R A D I O D I F U S Ã O 16 CONFIDENTIAL SENT TO SONY 5/28/2013 In the next few years, Pay TV market growth is expected to be closely linked to decreasing prices of basic contracts

Pay TV market in Brazil (‘000 subscribers) Pay TV subscribers penetration (per economic class)1

Market share Number of D/E Classes C Class B Class A Class inhabitants (mm) 2012

8,465 52% 194 192 5,039 31% 191 81% 749 5% 80% 78% 54% 595 4% 45% 34% 12% 18% 28% 3% 4% 9% 426 3% 2010 2011 2012

113 1%

Other Monthly price evolution of basic contracts (R$–average) independent 773 5% players

Total : 16.2mm subscribers

56 51 54 53 44

Select independent players 42

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Figures as of July 1 2010, 2011 and 2012

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M A B R I L R A D I O D I F U S Ã O 17 CONFIDENTIAL SENT TO SONY 5/28/2013 The Pay TV market operators are highly concentrated NET and SKY together hold 85% of total subscribers

Share of Pay TV operators–number of subscribers (mm)

In 2011, SKY targeted the C class with the NET SKY Oi TV Vivo TV Others CAGR 09-12 introduction of basic contracts for 16.2 R$ 49.90, which helped it to expand its 8% 22.2% market share 12.7 4% 42.6% 8% 5% 6.7% 9.8 4% 31% 8% 3% 37.2% 7.5 4% 10% 30% 6% 3% 26% 26% 8% 55% 52% 28.5% 55% 53%

2009 2010 2011 2012

Share of Pay TV distribution technology–households by technology (mm)

Cable DTH MMDS CAGR 05-12 16.2 1% 30.0% 12.7 2% 9.8 61% 3% 29.8% 7.5 55% 6.3 4% 46% 5.3 1% 1% 4.5 34% 38% 4.1 1% 0% 34% 39% 35% 51% 44% 38% 13.9% 65% 58%

Y 65%

61% 65%

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M A B R I L R A D I O D I F U S Ã O 18 CONFIDENTIAL SENT TO SONY 5/28/2013 Programmers audience is highly related to the offering of their channels on the basic contracts

Programmers and channels included in the basic Audience of main programmers – contracts of the Pay TV operators Pay TV share (% of households)

Content Type Channels Pay TV operators 8.0 8.3 Top 6 programmers 7.0 Globosat Newscasting Globo News NET, SKY, Vivo TV 6.0 Turner Multishow NET, SKY, Vivo TV 5.0 Discovery Varied GNT SKY 4.0 Walt Disney Viva SKY 3.0 3.0 Fox Movies Megapix SKY 2.0 1.7 1.6 Sony 1.0 0.9 Sports SporTV 2 SKY 0.8 0.3 0.0 Movies and series Universal Channel NET, SKY 2005 2006 2007 2008 2009 2010 2011 2012

Source: Painel IBOPE in nine different markets Varied TNT SKY Programmers’ net revenues1 estimates – Kids Cartoon Network SKY, Vivo TV Pay TV (R$mm)

Kids Discovery Kids NET, SKY, Vivo TV 450 400 385 Kids Disney Channel SKY Globosat 350 Turner Varied Fox SKY 300 250 Sony Varied Sony SKY 200 Fox National 150 146 Documentary Geographic NET, SKY, Vivo TV 114 100 97 Walt Disney 81 Warner

Y 50 69 Varied Warner Channel Vivo TV

T Discovery

I

- N 2005 2006 2007 2008 2009 2010 2011 2012 U Newscasting Record News Vivo TV

T

R Source: Monitor Evolution 1

O Net revenues based on gross revenues reported and Abril’s estimates of average discount per

P

programmer

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M A B R I L R A D I O D I F U S Ã O 19 CONFIDENTIAL SENT TO SONY 5/28/2013

Agenda

Page

Investment highlights 2

Market opportunity 5

Company overview 20  Company at a glance and platform use  Operational structure  Sales force team and advertising  Organizational structure  Financial results  Fixed assets

TV broadcasting sector considerations 61

Appendix 69

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I A B R I L R A D I O D I F U S Ã O 20 CONFIDENTIAL SENT TO SONY Company at a glance and platform use 5/28/2013 1 Abril Radiodifusão has a long history of innovation in the Brazilian 6 2 Abril Radiodifusão free-to-air TV 5 3 4

 In 2011 Helena Bagnoli became CEO of the Company and Zico Góes became Programming Director  In April 2012, MTV Brasil discontinued broadcasting via parabolic antenna due to the high transmission costs with low commercial return  Parabolic antenna started transmitting BRZ channel  The company aimed to keep the success from comedy Today contents and launched new programs focused on musical contents on MTV Brasil

 Largest Brazilian broadcast 11-12 TV channel focused on the  In 2005, Grupo Abril acquired an additional 20% young population stake from Viacom  New technologies made access to music and videoclips much easier and MTV Brasil started to 09-10 broadcast musical contents only during the early morning periods

 In 2009, Grupo Abril completed the 05-08 acquisition of remaining 30% stake from  In August 1981 MTV Viacom, becoming the sole shareholder of channel was launched the company by Viacom in the US,  The Company went through a offering 24-hour music 1990 restructuring process, and closed the year content programming with a 38% increase in audience in São Paulo  On October 20th, 1990, MTV Brasil channel was 1981 launched, as a joint venture between Grupo Abril and Viacom (50% / 50% ownership)  It was the first segmented TV channel dedicated

to the young population in Brazil

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 The company starts its operations on the studios

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Source: Company website, newsrun

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C A B R I L R A D I O D I F U S Ã O 21 CONFIDENTIAL SENT TO SONY Company at a glance and platform use 5/28/2013 1 Abril Radiodifusão has a nationwide network for TV broadcasting 6 2 Abril Radiodifusão through owned-and-operated stations… 5 3 4

Geographic footprint

 Network composed of 43 stations in total, including São Paulo’s anchor station (channel 32 UHF)  351 owned-and-operated stations  Eight affiliated stations Belém (25 UHF)  All stations, with the only exception of the anchor, are São Luis (18 UHF) Manaus (23 UHF) repeater stations (retransmitters) Natal (25 UHF) João Pessoa (32 UHF)  Abril Radiodifusão reaches almost 22 million households Recife (7 VHF) through its TV broadcast (VHF/UHF) network Maceió (32 UHF)  Currently uses its network to transmit MTV Brasil channel

Salvador (13 VHF)  The brand MTV is under a licensing contract with Viacom that expires in 2018 but can be terminated at any time Cuiabá (25 UHF) Brasília (32 UHF) with one-year advance notice

Belo Horizonte (16 UHF) Campo Grande (39 UHF) Vitória (28 UHF) Juiz de Fora (18 UHF) São Paulo Rio de Janeiro (48/47 UHF) Maringá (25 UHF) Angra dos Reis (51 UHF) Cascavel (43 UHF) Bebedouro (11 VHF) Foz do Iguaçu (15 UHF) São José do Rio Preto (15 UHF) Patrocínio Paulista (05 VHF) Curitiba (29 UHF) Franca (41 UHF) Araçatuba (57 UHF) Londrina (44 UHF) Ribeirão Preto (55 UHF) Itápolis (10 VHF) Matão (56 UHF) Caxias do Sul (25 UHF) Santa Maria (21 UHF) Jaú (39 UHF) Porto Alegre (14 UHF) Presidente Prudente (58 UHF) Bauru (29 UHF) Araras (7 VHF) Pelotas (24 UHF) Santa Cruz do Rio Pardo (13 VHF) Piracicaba (24 UHF) Botucatu (46 UHF) São Paulo (32 UHF)

São Manuel (21 UHF)

W Santos (56 UHF)

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I Legend

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R Anchor station (responsible for all content programming)

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V Abril Radiodifusão stations (owned-and-operated)

O

Affiliated stations (all repeater stations)

Y

N

Source: Company A

Note: Abril Radiodifusão’s concession lasts 15-years; No issues are expected for its renewal P 1

M Including São Paulo’s anchor station

O

C A B R I L R A D I O D I F U S Ã O 22 CONFIDENTIAL SENT TO SONY Company at a glance and platform use 5/28/2013 1 … and partnerships with affiliated stations to broaden its national 6 2 Abril Radiodifusão reach 5 3 4

Detailing of affiliated stations

Local Commission on City State Station Type Concession rights Contractor content local sales Araras SP 7 VHF Repeater Third party Municipality   Bebedouro SP 11 VHF Repeater Third party Municipality   Itápolis SP 10 VHF Repeater Third party Municipality   Matão SP 56 UHF Repeater Third party Municipality   Patrocínio Paulista SP 5 VHF Repeater Third party Municipality   Recife PE 7 VHF Repeater Third party Rádio Veneza   Santa Cruz do Rio Pardo SP 13 VHF Repeater Third party Municipality   São Luís MA 18 UHF Repeater – AL Third party Rádio TV Maranhão   Source: Company Note: “Repeater – AL” refers to those repeater stations located on the Amazônia Legal region Overview of distribution network

 Abril Radiodifusão owns and operates most of its broadcasting network having the concession rights1 for 35 out of its 43 stations

 The eight affiliated stations have a long-term agreement with Abril Radiodifusão to broadcast MTV Brasil channel

– All of them are repeaters, not allowed to insert content

 If on the Amazônia Legal region2, however, the repeater stations (total of four) are allowed by regulation to insert local content on the programming grid and sell advertising for its coverage area

 Local content cannot surpass 15% of total exhibition hours and shall be related to the development of local communities as to fulfill legal requirements

W

 Manaus and Belém are the stations from the region more active on inserting local content and selling advertising; São Luís and Cuiabá, despite having

E

I

V

the rights to do the same, haven’t been active on doing so

R

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Source: Company

1

Y Abril Radiodifusão’s concession lasts 15-years; No issues are expected for its renewal

N 2

Amazônia Legal region involves all the states from the North region of Brazil (Acre, Amapá, Amazonas, Pará, Rondônia, Roraima, Tocantins) together with Mato Grosso and

A

P most of Maranhão state

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C A B R I L R A D I O D I F U S Ã O 23 CONFIDENTIAL SENT TO SONY Company at a glance and platform use 5/28/2013 1 The channel also reaches additional households through agreements 6 2 Abril Radiodifusão with Pay TV companies 5 3 4

Total coverage

Broadcast TV structure serves 1.5mm1 additional unique households bringing the channel’s reach to 21.9mm households are reached through Pay TV 23.6mm households in total

Source: PTS and Affiliates Department as of September 2012 Cable TV total reach (municipalities) Brazilian households distribution and GDP breakdown

 The reach of 208 cities overlaps with the most North Northeast developed regions in Brazil The strong reach on the Southeast  Abril distributes its frequencies to Pay TV operators and South regions of Brazil... through New Skies satellite agreement2 14.9 11.4

2.8 4.0

2000 2010 2000 2010 15.9mm inhabitants 53.1mm inhabitants

Midwest 5.3%

13.5%

3.2 4.3 9.3% 2000 2010 55.4% 14.1mm inhabitants

South Southeast 16.5% 25.2 20.2

8.9

W 7.2

E

I

V

R 2000 2010

E 2000 2010 …represent together 71.9% of

V

O 27.4mm inhabitants Brazil’s GDP 80.4mm inhabitants

Y

Source: Company N

1 Considers 1.1mm Cable and Cable/MMDS paying subscribers GDP distribution in 2010 Total households CAGR ‘00-’10

A

P and 0.4mm of DTH subscribers Source: IBGE (Brazilian Institute of Geography and Statistics), Census 2000 and 2010

M 2

Costs R$47,000/month Note: Number of inhabitants as of 2010

O

C A B R I L R A D I O D I F U S Ã O 24 CONFIDENTIAL SENT TO SONY Company at a glance and platform use 5/28/2013 1 Abril Radiodifusão currently broadcasts MTV in its transmission 6 2 Abril Radiodifusão network in Brazil 5 3 4

High awareness of MTV mark

 MTV, originally Music Television, is an American Pay TV channel based in New York City and launched on August 1st, 1981 by Viacom, a leading global entertainment company  MTV trademark has a great value and awareness throughout the world, being consistently considered as one of the world’s most valuable media brands  Global reach of more than a half-billion households  Reflects and creates pop culture with its Emmy, Grammy and Peabody award-winning content built around compelling storytelling, music discovery and activism across TV, online media and mobile devices  Unique programming elements, innovative graphics and irreverent on-air presentations, based on young people’s lifestyle  Important presence on movies, television, advertising, music, and fashion, making MTV an institution of the global youth culture

Overview of license in Brazil

 Abril Radiodifusão has a master agreement in place with Viacom  This contract is composed by five specific agreements:  Music publishing authorization agreement North Asia Pacific/ Europe M. East/ South  MTV news agency agreement  Music video rights license agreement America Middle East Africa America

 Trademark license agreement W

 Program/content supply agreement United States Australia Pakistan Adriatic Germany Portugal Saudi Arabia Argentina

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I

 According to these agreements, Abril Radiodifusão should pay a monthly Canada China Philippines Austria Greece Romania Brazil V Caribbean India Southeast Asia Baltics Hungary Slovakia Chile

R fee as a percentage of its Net Cash Revenue to keep any of them

E

 The percentage ranges from 1% to 3% Mexico Indonesia Taiwan Benelux Ireland Sweden Colombia V

 There is also an annual minimum value guaranteed on contract Japan Thailand Russia Italy Switzerland

O

 Contract can be terminated at any time with one-year advance notice South Korea Vietnam Czech Rep. Israel Turkey

Y

N New Zealand Denmark Norway Ukraine

 In the case of simple termination, on top of 2-year fees over revenue A

payments, a fine estimated at R$36mm is applicable Finland Poland UK P

M

Source: Company website, newsrun

O

C A B R I L R A D I O D I F U S Ã O 25 CONFIDENTIAL SENT TO SONY Company at a glance and platform use 5/28/2013 1 Through MTV Brasil programming, Abril Radiodifusão is well ranked 6 2 Abril Radiodifusão among other TV competitors… 5 3 4

Most admired TV players MTV Brasil vs segmented TV competitors

 Survey made among advertising firms and professionals by Meio & Total impacted people in A / B / C classes between 12 to 34 years old Mensagem newspaper (mm people)

 Considers nine criteria to evaluate the communication brand prestige index (IPM), including programming content, credibility, editorial 50.5 independence, creativity, efficacy, innovation, ethics, professional competence, and commercial assistance 14.4  Score is given by a weighted average of the number of times that a channel is linked to one of the criteria and its relative importance for 12.0 the responders

11.2

Ranking 10.6 Rank Prestige¹ Most cited Innovation 1 Globo Globo 9.3 2 Band E+i

3 Cultura Cultura Mix TV 8.7

4 Record Band Globo 8.8 5 E+i Band

6 SBT Record Record 7.9 7 E+i SBT SBT 8.0

8 Record News Record News Record News

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I 9 Mix TV Mix TV Cultura

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R

Source: Meio & Mensagem – January 2012 Source: Ibope Media Workstation – São Paulo/ Pay TV nine markets – from January E

st st V

¹ Communication brand prestige index 1 –July 31 , 2012, time range 6 am–6 pm, Brazil estimates – MTV Brasil research

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department

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C A B R I L R A D I O D I F U S Ã O 26 CONFIDENTIAL SENT TO SONY Company at a glance and platform use 5/28/2013 1 6 2 Abril Radiodifusão … and became the leading segmented TV in the country 5 3 4

Brazilian population MTV Brasil target audience A leading segmented TV

Economic  Abril Radiodifusão has a class A/B classes 34% A/B classes broadcasting network and a 12% programming grid that targets Targeted for C class 63% the most develop regions of 55% C class high-income Brazil 3% classes…  A/B/C classes account for 33% D/E classes D/E classes 97% of the network’s audience Total A / B / C classes: 97%

Age  Programming grid and 25% 50+ yr 20% 50+ yrs language adopted on the channel, focus on the 25% 35-49 yrs 15% 35-49 yrs younger population …the younger 21% 25-34 yrs 23% 25-34 yrs population…  12-24 year old audience account for 42% of the 28% 12-24 yrs 42% 12-24 yrs channel’s audience vs. 28% Total 12-34 years old: 65% on Brazilian population

Gender  Its audience is equally distributed between men and …and well- women Men Men distributed Women 48% Women 48% 52% 52% audience between

genders

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Source: Ibope Media Workstation –Sao Paulo Metropolitan Area (Jan–Mar, 2013), time range: 11 am–2 am and IBGE census 2010 E

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C A B R I L R A D I O D I F U S Ã O 27 CONFIDENTIAL SENT TO SONY Company at a glance and platform use 5/28/2013 1 The channel reaches a sophisticated consumer base with strong 6 2 Abril Radiodifusão connectivity with other media devices 5 3 4

Abril Radiodifusão reaches a more sophisticated consumer … with strong connectivity to other media devices base…

Consumer penetration Over 2.9 million fans of MTV Brasil on Facebook 5 Cell phones Internet access¹ Over 3.2 million people follow MTV Brasil on Twitter 5 94% 99% 81% 60%

Total population MTV Brasil target Total population MTV Brasil target audience audience

FM Radio² Cinema³

84% 70% 73%

31% Over 800 thousand people are friends of MTV Over 31 thousand people follow Total population MTV Brasil target Total population MTV Brasil target Brasil on Google+ MTV Brasil on Instagram audience audience

Free-to-air TV4 Pay-TV4 MTV Brasil portal (as of March 2013)

78% 70%  Over 7mm unique visitors

63% 54%

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 Over 53mm page views

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I

V

R Total population MTV Brasil target Total population MTV Brasil target E 

Average time per visit reached 6 hours and 30 minutes V

audience audience

O

Y

Source: Company’s research department (2012 figures from TGI Ibope) Source: Google Analytics as of March 2013 N

Note: MTV Brasil target audience refers to A/B classes between 12-34 years of age 5 As of March 2013, considers all official pages / accounts

A

P ¹ Accessed internet in the last 3 months; ² Listened to radio FM in the last 7 days; ³ Went to

M 4

cinema in the last 6 months; High frequency consumers O

C A B R I L R A D I O D I F U S Ã O 28 CONFIDENTIAL SENT TO SONY 5/28/2013 Abril Radiodifusão digital media projects establish a new type of interaction between TV and digital contents

Current digital projects

 Users re-build MTV Brasil’s programming grid in the web according to their preferences

 Generate content Crowdsourcing TV  Create advertising

 The best results are broadcasted on MTV channel

 Environment inside social medias, like Facebook and Orkut

 Interaction with Farmville and other mini games

 Parallel economy of those games allows user to generate Social game revenues for the Company

 Second screen experience

 Allows a close relationship between the programmers and

W the users, who comment on the content being broadcasted

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MTV ao Vivo 2.0 V

 WatchWith iPhone app (MTV USA)

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 Designed to drive engagement through social sharing,

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photos, video and rewards

N

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C A B R I L R A D I O D I F U S Ã O 29 CONFIDENTIAL SENT TO SONY 5/28/2013

Agenda

Page

Investment highlights 2

Market opportunity 5

Company overview 20  Company at a glance and platform use  Operational structure  Sales force team and advertising  Organizational structure  Financial results  Fixed assets

TV broadcasting sector considerations 61

Appendix 69

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I A B R I L R A D I O D I F U S Ã O 30 CONFIDENTIAL SENT TO SONY 5/28/2013 1 Operational structure 6 2 Abril Radiodifusão Transmission structure at a glance 5 3 4

Open TV Cable TV DTH

+21.9mm +1.2mm +0.4mm households households1 households

Abril A total of Radiodifusão 57.3mm households in Brazil

Headend Abril Radiodifusão: Cable  35 owned-and-operated stations

 Eight affiliated stations

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Considers also MMDS transmission structure not showed on the illustration due to its low representativeness

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C A B R I L R A D I O D I F U S Ã O 31 CONFIDENTIAL SENT TO SONY 5/28/2013 1 Operational structure Abril Radiodifusão TV broadcasting structure - owned-and-operated 6 2 Abril Radiodifusão stations 5 3 4 Summary of structure

Real Estate Energy Maintenance Antenna / transmitter Managed Expenses Managed by Expenses Managed by Expenses City State Station ownership by Abril incurred by Abril Abril incurred by Abril Abril incurred by Abril Angra dos Reis RJ 51 UHF Abril       Araçatuba SP 57 UHF Abril       Bauru SP 29 UHF Abril       Belém (old) PA 25 UHF Abril       Belém (new) PA 25 UHF Abril       Belo Horizonte MG 16 UHF Abril       Botucatu SP 46 UHF Abril       Brasília DF 32 UHF Abril       Campo Grande MS 39 UHF Abril       Cascavel PR 43 UHF Abril       Caxias do Sul RS 25 UHF Abril       Cuiabá MT 25 UHF Third-party       Curitiba PR 29 UHF Abril       Foz do Iguaçu PR 15 UHF Abril       Franca SP 41 UHF Third-party       Jaú SP 39 UHF Abril       João Pessoa PB 32 UHF Abril       Juíz de Fora MG 18 UHF Abril       Londrina PR 44 UHF Abril       Maceió AL 32 UHF Abril       Manaus AM 23 UHF Third-party       Maringá PR 25 UHF Abril       Natal RN 25 UHF Abril       Pelotas RS 24 UHF Abril       Piracicaba SP 24 UHF Abril       Porto Alegre RS 14 UHF Abril       Presidente Prudente SP 58 UHF Abril       Ribeirão Preto SP 55 UHF Abril       Rio de Janeiro (Morro do Sumaré) RJ 48 UHF Abril       Rio de Janeiro (Mendanha) RJ 47 UHF Abril      

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Salvador BA 13 VHF Abril

I      

V

Santa Maria RS 21 UHF Abril      

R

E Santos SP 56 UHF Abril      

V

São José do Rio Preto SP 15 UHF Third-party      

O

São Manuel SP 21 UHF Abril      

Y

N Vitória ES 28 UHF Abril

     

A

P

Source: Company Representative status

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C A B R I L R A D I O D I F U S Ã O 32 CONFIDENTIAL SENT TO SONY 5/28/2013 1 Operational structure 6 2 Abril Radiodifusão Abril Radiodifusão TV broadcasting structure – affiliated stations 5 3 4

Summary of structure

Real Estate Energy Maintenance

Antenna / transmitter Managed Expenses Managed by Expenses incurred Managed Expenses City State Station ownership by Abril incurred by Abril Abril by Abril by Abril incurred by Abril Araras SP 7 UHF Abril (Transmitter)       Third-party (antenna) Bebedouro SP 11 UHF Third-party       Itápolis SP 10 VHF Third-party       Matão SP 56 VHF Third-party       Patrocínio Paulista SP 5 VHF Third-party       Recife PE 7 VHF Third-party       Santa Cruz do Rio Pardo SP 13 VHF Third-party       São Luís MA 18 VHF Third-party      

Source: Company Representative status

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C A B R I L R A D I O D I F U S Ã O 33 CONFIDENTIAL SENT TO SONY 5/28/2013 1 Operational structure Contracts in place with cable operators and the “must carry” law for 6 2 Abril Radiodifusão DTH operators tap subscribers of Pay TV 5 3 4 Presence in Pay TV Overview of Pay TV contracts

2 # of paying # of total Pays fee to Fee per  Abril Radiodifusão has contracts in place subscribers subscribers Abril1 Technology subscriber (R$) with the most relevant Cable and Paying subscribers Cable/MMDS Pay TV operators 989,843 5,375,996 Cable/MMDS  0.80  Through these agreements, Abril Radiodifusão does not charge a fee 115,120 408,567 Cable/MMDS  0.85 for distribution in all the regions it has

3 an owned-and-operated station or an 2,211 212,463 Cable  0.94 affiliate (repeater)

Independent  For the regions without owned-and- 35,233 101,234 Cable/MMDS  1.01 players operated stations or affiliates Total 1,142,407 6,098,260 0.82 (repeaters), Abril Radiodifusão charges the Cable operator a fee to be “Must carry” subscribers transmitted on its network  In the case of DTH operators, recent NA 3,118,000 DTH  NA changes in regulation determine that they “must carry” all the channels with NA 748,799 DTH  NA significant presence in the five regions of NA 379,226 DTH  NA Brazil and that produce content for the national audience NA 79,018 DTH  NA  The DTH operators do not pay the fee

to distribute nationwide TV stations Total NA 4,325,043  NA such as Abril Radiodifusão Negotiations in course 4  This allows Abril Radiodifusão to broaden its penetration and reach NA 5,145,863 DTH  NA additional subscribers

 Related agreements between Abril DTH 

W NA 425,635 NA

E Radiodifusão and some DTH

I

V

operators are still being negotiated

R Total NA 5,571,498 NA

E

V

Source: Company

O

1

For the places Abril Radiodifusão has no coverage with its own network

Y 2

Monthly fee based on December 2012 figures N 3

A Vivo TV under Cable technology includes former TVA subscribers

P 4 th

As of May 9 , 2013 Anatel stated that SKY and GVT had 10 days to “carry” all the channels with significant presence in the five regions of Brazil, including MTV Brasil

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C A B R I L R A D I O D I F U S Ã O 34 CONFIDENTIAL SENT TO SONY 5/28/2013 1 Operational structure Abril Radiodifusão’s distribution network reaches 208 cities through 6 2 Abril Radiodifusão Pay TV 5 3 4

List of cities reached

# City # City # City # City # City # City # City

1 Alfenas–MG 31 Caçapava–SP 61 Currais Novos–RN 91 Jacareí–SP 121 Naviraí–MS 151 Rio de Janeiro–RJ 181 Sertãozinho–SP

2 Americana–SP 32 Cachoeirinha–RS 62 Diadema–SP 92 Jaraguá do Sul–SC 122 Niterói–RJ 152 Rio do Sul–SC 182 Sete Lagoas–MG

3 Ananindeua–PA 33 Cachoeiro do Itapemirim–ES 63 Divinópolis–MG 93 Jau–SP 123 Nova Friburgo–RJ 153 Rio Grande–RS 183 Sinop–MT

4 Anápolis–GO 34 Camaçari–BA 64 Dourados–MS 94 Ji-Paraná–RO 124 Nova Venecia–ES 154 Rio Verde–GO 184 Sorocaba–SP

5 Andradina–SP 35 Camboriú–SC 65 Erechim–RS 95 Joaçaba–SC 125 Novo Hamburgo–RS 155 Rondonópolis–MT 185 Sumaré–SP

6 Angra dos Reis–RJ 36 Campina Grande–PB 66 Esteio–RS 96 João Pessoa–PB 126 Olinda–PE 156 Salvador–BA 186 Tangará da Serra–MT

7 Aracaju–SE 37 Campinas–SP 67 Farroupilha–RS 97 Joinville–SC 127 Osasco–SP 157 Santa Barbara d'Oeste–SP 187 Taubaté–SP

8 Araçatuba–SP 38 Campo Grande–MS 68 Feira de Santana–BA 98 Jundiaí–SP 128 Ourinhos–SP 158 Santa Branca–SP 188 Teófilo Otoni–MG

9 Araguari–MG 39 Campo Mourão–PR 69 Florianópolis–SC 99 Juiz de fora–MG 129 Passo Fundo–RS 159 Santa Cruz do Sul–RS 189 Teresópolis–RJ

10 Arapongas–PR 40 Campos dos Goitacazes–RJ 70 Formiga–MG 100 Lageado–RS 130 Passos–MG 160 Santa Maria–RS 190 Tietê–SP

11 Araranguá–SC 41 Canoas–RS 71 Fortaleza–CE 101 Lages–SC 131 Pato Branco–PR 161 Santo André–SP 191 Toledo–PR

12 Araraquara–SP 42 Capão da Canoa–RS 72 Foz do Iguaçu–PR 102 Lavras–MG 132 Patos de Minas–MG 162 Santos–SP 192 Três Lagoas–MS

13 Araras–SP 43 Caraguatatuba–SP 73 Franca–SP 103 Leme–SP 133 Paulista–PE 163 São Bento do Sul–SC 193 Três Rios–RJ

14 Araxá–MG 44 Caratinga–MG 74 Goiânia–GO 104 Limeira–SP 134 Pelotas–RS 164 São Bernardo–SP 194 Tubarão–SC

15 Assis–SP 45 Cariacica–ES 75 Governador Valadares–MG 105 Linhares–ES 135 Penápolis–SP 165 São Caetano–SP 195 Tupã–SP

16 Atibaia–SP 46 Caruaru–PE 76 Gravataí–RS 106 Lins–SP 136 Peruíbe–SP 166 São Carlos–SP 196 Ubatuba–SP

17 Bagé–RS 47 Cascavel–PR 77 Guarapuava–PR 107 Londrina–PR 137 Petrópolis–RJ 167 São Gonçalo–RJ 197 Uberaba–MG

18 Barra Mansa–RJ 48 Catalão–GO 78 Guarujá–SP 108 Macaé–RJ 138 Pindamonhangaba-SP 168 São João da Boa Vista–SP 198 Uberlândia–MG

19 Barueri–SP 49 Caxias do Sul–RS 79 Guarulhos–SP 109 Maceió–AL 139 Piracicaba–SP 169 São José–SC 199 Umuarama–PR

20 Bauru–SP 50 Chapecó–SC 80 Hortolândia–SP 110 Manaus–AM 140 Ponta Grossa–PR 170 São José do Rio Preto–SP 200 Unaí–MG

21 Belém–PA 51 Cianorte–PR 81 Indaiatuba–SP 111 Marechal Candido Rondon–PR 141 Porto Alegre–RS 171 São José dos Campos–SP 201 Uruguaiana–RS

22 Belo Horizonte–MG 52 Colatina–ES 82 Ipatinga–MG 112 Marília–SP 142 Porto Velho–RO 172 São Leopoldo–RS 202 Valinhos–SP

23 Bento Gonçalves–RS 53 Concórdia–SC 83 Itabuna–BA 113 Maringá–PR 143 Pouso Alegre–MG 173 São Luis–MA 203 Varginha–MG

24 Bertioga–SP 54 Conselheiro Lafaiete–MG 84 Itajaí–SC 114 Mauá–SP 144 Praia Grande–SP 174 São Mateus–ES 204 Viçosa–MG

25 Blumenau–SC 55 Contagem–MG 85 Itajubá–MG 115 Mogi das Cruzes–SP 145 Presidente Venceslau–SP 175 São Paulo–SP 205 Vila Velha–ES

26 Botucatu–SP 56 Criciúma–SC 86 Itapetininga–SP 116 Mogi Guaçu–SP 146 Recife–PE 176 São Vicente–SP 206 Vitória–ES

27 Bragança Paulista–SP 57 Cruz Alta–RS 87 Itaúna–MG 117 Mogi Mirim–SP 147 Resende–RJ 177 Sapucaia do Sul–RS 207 Volta Redonda–RJ

W

E

28 Brasilia–DF 58 Cubatão–SP 88 Itu-SP 118 Montes Claros–MG 148 Ribeirão das Neves–MG 178 Santo Anastácio–SP 208 Votorantim–SP

I

V

29 Brusque–SC 59 Cuiabá–MT 89 Ituiutaba–MG 119 Mossoró–RN 149 Ribeirão Preto–SP 179 Senhor do Bonfim–BA R

E

30 Cabo Frio–RJ 60 Curitiba–PR 90 Jaboatão dos Guararapes–PE 120 Natal–RN 150 Rio Claro–SP 180 Serra–ES

V

O

Source: Company Southeast South Mid-West North Northeast Y

Region Region Region Region Region

N

A

P

M

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C A B R I L R A D I O D I F U S Ã O 35 CONFIDENTIAL SENT TO SONY 5/28/2013 1 Operational structure Abril Radiodifusão also has an additional parabolic transmitting 6 2 Abril Radiodifusão structure as a strategic asset for broadcasting 5 3 4

Abril’s usage of the parabolic antenna Parabolic antenna functioning

 Abril Radiodifusão also operates through parabolic antennas Satellite  Parabolic antennas use a parabolic  The company has the rights to explore the reflector, a curved surface with the 11400Mhz frequency of Satellite Star One C2 cross-sectional shape of a parabola, to – This satellite is owned by Star One, a direct the radio waves subsidiary of Embratel  The main advantage of a parabolic  The channel, previously used to transmit MTV antenna is that it has high directivity, Brasil, was spun-off and the BRZ channel was allowing highest gains created for this frequency of the parabolic Receptor  Later, Abril sub-rented their space for Agromix,  Due to the sum of weak waves in a an independent producer of agriculture related narrow signal it provides an acceptable programming signal even in remote areas – Contract with Agromix should remain during Abril Radiodifusão operation of Star One – Price charged is adjusted according to IGP-M index Technical data

 L band frequency: 11400 Mhz

 BW filter: Half transponder or 18Mhz  Format: 480i  Abril still holds the rights on the satellite as an  Horizontal polarization strategic asset for reaching remote areas  Cost for Abril Radiodifusão: R$ 407,000.00/month  There’s no guarantee that such contract could be

transferred to the buyer

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Source: Company

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C A B R I L R A D I O D I F U S Ã O 36 CONFIDENTIAL SENT TO SONY 5/28/2013

Agenda

Page

Investment highlights 2

Market opportunity 5

Company overview 20  Company at a glance and platform use  Operational structure  Sales force team and advertising  Organizational structure  Financial results  Fixed assets

TV broadcasting sector considerations 61

Appendix 69

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I A B R I L R A D I O D I F U S Ã O 37 CONFIDENTIAL SENT TO SONY 5/28/2013 1 Abril Radiodifusão has a strong representative structure to sell 6 2 Abril Radiodifusão publicity across Brazil… 5 3 4 Sales force team and advertising

Sales force organization – representatives across Brazil to cover advertisers from all regions

 Different publicity packages are available through Abril Radiodifusão structure:  NET: Advertising to be broadcasted to all the regions of Brazil, with no differentiation between regions  SP1: Advertising to be broadcasted only to the city of São Paulo and those that receive signals from the city’s antenna  Cobre rede: Advertising to all the other regions of Brazil except for São Paulo. Packages are sold as to match with SP1s and maximize occupation

 Abril Radiodifusão S.A. is the only entity that currently sells SP1s and  On the Amazônia Legal region, repeaters have formally the status of local has a strong sales force organization in the main cities of Brazil to producers, so they can also sell publicity to the local audience, without participate on the sales of NET and cobre rede advertising packages having to use the cobre rede packages

Brazil ex-Amazônia Legal – representatives Amazônia Legal region – producers/local representatives

São Luís Belém Fortaleza Manaus

Recife

Salvador Cuiabá Brasília

Belo Horizonte

W São Paulo state

E

I

City of São Paulo

V

R

Curitiba

E

V

Florianópolis

O

Y

Porto Alegre

N

A

P

M

Source: Company

O

C A B R I L R A D I O D I F U S Ã O 38 CONFIDENTIAL SENT TO SONY 5/28/2013 1 6 2 Abril Radiodifusão … based on partnerships throughout the country 5 3 4 Sales force team and advertising

Overview of contracts with representatives

Commission on sales (for the representative) Other businesses from State Region covered Counterpart Expiration NET Cobre rede Local / Regional Exchanges counterpart group AL AL state TV Massayo Undetermined 20% NA NA 7.5% NA AM AM state Nilton Lins 08/31/2008 20% NA 100% 7.5% Universidade de Manaus BA BA state BRR/TVM Undetermined 20% 50% NA 7.5% NA CE CE state A G Holanda Undetermined 20% NA NA NA NA DF Brasília Carvalhal Marketing Undetermined 20% NA NA NA NA MA MA state Rádio TV Maranhão 03/01/2014 20% NA 100% NA Jovem Pan radio / Rede TV! MG Belo Horizonte Bel Music 08/31/2008 20% 50% NA 7.5% Other radio stations MT MT state Teen Telecomunicações 03/14/2011 20% NA 100% 7.5% Jovem Pan radio / other TVs PA PA state Sistema Floresta NA 20% NA 80% NA Jovem Pan radio PE PE state Rádio Veneza 12/20/2014 20% 50% NA NA Jovem Pan / Antena 1 radio PR PR state Strategy Undetermined 15% NA NA NA NA RS RS state Vit Music Undetermined 20% 50% NA NA NA SC SC state By Speranza Undetermined 20% NA NA NA NA SP SP state (ex-capital) Pedro Codognotto NA NA NA NA NA NA

Source: Company

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C A B R I L R A D I O D I F U S Ã O 39 CONFIDENTIAL SENT TO SONY 5/28/2013 1 6 2 Abril Radiodifusão Advertising prices peak during prime time… 5 3 4 Sales force team and advertising Advertising base price1 (average price per 30-second – R$)

2013

Prime time NET NET price SP1 price 25,514 26,000 22,084 Max. price (10pm) 19,656 19,656 21,000 R$25,514 / 30-sec Min. price (7am) 16,000 12,181 12,757 12,181 11,042 R$4,220 / 30-sec 11,000 9,828 9,828 4,220 6,091 6,091 4,220 SP1 6,000 2,110 2,110

1,000 Max. price (10pm)

R$12,757 / 30-sec

8am 9am 1pm 2pm 3pm 4pm 5pm 6pm 7pm 8pm 9pm 1am 2am 3am 4am 5am 6am 7am

7am Min. price (7am)

10am 11am 12am 10pm 11pm 12pm R$2,110 / 30-sec

2012

NET price SP1 price Prime time NET 23,845 26,000 20,639 Max. price (10pm) 18,370 18,370 21,000 R$23,845 / 30-sec Min. price (7am) 16,000 11,384 11,922 11,384 R$3,944 / 30-sec 11,000 9,185 10,320 9,185 3,944 5,692 5,692 3,944 SP1 6,000 1,972 1,972

1,000 Max. price (10pm)

R$11,922 / 30-sec

8am 9am 1pm 2pm 3pm 4pm 5pm 6pm 7pm 8pm 9pm 1am 2am 3am 4am 5am 6am 7am

7am Min. price (7am)

10am 11am 12am 10pm 11pm 12pm R$1,972 / 30-sec

2011

NET price SP1 price Prime time NET

25,000 21,290 Max. price (10pm) 18,428

20,000 16,402 16,402 R$21,290 / 30-sec W Min. price (7am)

E 15,000

10,164

I 10,645 10,164 R$3,521 / 30-sec

V 9,214

10,000 8,201 8,201 R

3,521 5,082 5,082 3,521 SP1 E

5,000

1,761 1,761 V Max. price (10pm)

O 0

R$10,645 / 30-sec

Y

7am 8am 9am 1pm 2pm 3pm 4pm 5pm 6pm 7pm 8pm 9pm 1am 2am 3am 4am 5am 6am 7am

N Min. price (7am)

10am 11am 12am 10pm 11pm 12pm

A R$1,761 / 30-sec

P

Source: Company M

1 Does not consider any discount

O

C A B R I L R A D I O D I F U S Ã O 40 CONFIDENTIAL SENT TO SONY 5/28/2013 1 6 2 Abril Radiodifusão …supported by representative structure on the selling of advertising 5 3 4 Sales force team and advertising

Representatives revenue evolution (R$ ‘000s)

3-year Region covered Representantive 2010 % of total 2011 % of total 2012 % of total accumulated % of total Brasília Carvalhal Marketing 2,550 39.5% 2,801 44.4% 1,757 47.7% 7,108 43.3% RS state Vit Music 1,763 27.3% 946 15.0% 583 15.8% 3,292 20.0% SC state By Speranza 568 8.8% 1,080 17.1% 471 12.8% 2,119 12.9% BA state BRR/TVM 875 13.6% 347 5.5% 710 19.3% 1,932 11.8% PR state Strategy 513 8.0% 486 7.7% 159 4.3% 1,158 7.0% PE state Rádio Veneza 104 1.6% 265 4.2% - 0.0% 369 2.2% CE state A G Holanda - 0.0% 327 5.2% - 0.0% 327 2.0% Belo Horizonte Bel Music 77 1.2% 50 0.8% - 0.0% 127 0.8% Total 6,450 6,302 3,680 16,432

Representatives cost structure overview

Region covered Representative # of employees Monthly cost (R$) Brasília Carvalhal Marketing 2 17,139 RS state Vit Music 2 14,872 SC state By Speranza - - BA state BRR/TVM 1 14,720 PR state Strategy 2 14,522 PE state Rádio Veneza 1 67,141 CE state A G Holanda - - Belo Horizonte Bel Music 2 22,200

PA state Sistema Floresta 2 17,500

W Cuiabá Teen Telecomunicações 1 12,000

E

I

MA state Rádio TV Maranhão 1 7,000

V

R

Total 14 187,095

E

V

O

Abril Radiodifusão does not keep any employee relation with the representative sales force

Y

N

A Source: Company

P

M

O

C A B R I L R A D I O D I F U S Ã O 41 CONFIDENTIAL SENT TO SONY 5/28/2013 1 6 2 Abril Radiodifusão TV advertising is the main source of revenue from Abril Radiodifusão 5 3 4 Sales force team and advertising

Top 15 advertisers revenue (R$ ‘000s)

2011 2012

6,629 1,636

2,405 1,530

1,542 1,168

1,347 1,121

1,152 978

1,123 971

1,118 915

967 908

944 869

914 751

846 715

740 686

728 666

686 523

664 523

W

E

I

V

Total advertising revenues: 52,426 Total advertising revenues: 29,193

R

E

V

Source: Company

O

Y

N

A

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C A B R I L R A D I O D I F U S Ã O 42 CONFIDENTIAL SENT TO SONY 5/28/2013

Agenda

Page

Investment highlights 2

Market opportunity 5

Company overview 20  Company at a glance and platform use  Operational structure  Sales force team and advertising  Organizational structure  Financial results  Fixed assets

TV broadcasting sector considerations 61

Appendix 69

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I A B R I L R A D I O D I F U S Ã O 43 CONFIDENTIAL SENT TO SONY 5/28/2013 1 Abril Radiodifusão recent restructuring process aimed cost reduction, 6 2 Abril Radiodifusão retention of top talents… 5 3 4 Organizational structure

Headcount evolution (number of employees) Headcount distribution

Breakdown per sector 287 258 Internet General directors Marketing 6% 1% 217 7%

Advertising 159 154 Engineering 12% 45%

Administration 14% Content programming 15% 2009 2010 2011 2012 Apr-13 Total: 154 employees

Headcount per monthly salary range in R$ Breakdown per seniority Breakdown per education

(number of employees)

> 25,000 4 Directors / senior 20,000-25,000 1 management Masters / MBA 4% 6% 15,000-20,000 6 Managers 13% 9,000-15,000 11 Graduates 50% 6,000-9,000 17 Analysts

3,000-6,000 69 83% Undergraduates W

44%

E

I

V < 3,000 46

Total: 154 employees Total: 154 employees

R

E

V

Source: Company, as of April 2013

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C A B R I L R A D I O D I F U S Ã O 44 CONFIDENTIAL SENT TO SONY 5/28/2013 1 6 2 Abril Radiodifusão … and promotion of a lean organizational structure 5 3 4 Organizational structure

Organization structure

Maria Helena Bagnoli CEO

Daniela Rubim Gilberto Brito Human Resources Planning and Control

Total

Ricardo Anderáos Valter José Pascotto Wagner Gorab João Luiz (Zico) Barreto Góes Roberto Kasper Severo 5 New Production and engineering Marketing Programming Advertisement

Directors businesses

1 1 1

Ériko Prado Ériko

Lílian Amarante Lílian

Eduardo de Eduardo Marco

Luciano de de Luciano Almeida Mariana Saes Assis Mariana

Camila Petroni Cecchi Petroni Camila 19

Anselmo José Ferreira Anselmo

Roberto Kasper Kasper Severo Roberto

Marcelo Duarte Duarte Dorighe Marcelo

Cleyton Gilberto Shibata Gilberto Cleyton

Adriana Tavares Ferreira Tavares Adriana

Robson de de GomesRobson Paiva

Mayra Shinohara Shinohara Hassano Mayra

Ana Lúcia Penteado Ana Lúcia Penteado Elias

Managers / Managers

Coordinators

Francisco Roberto Roberto Marques Francisco

Fernanda Carolina de Carolina Fernanda Oliveira

Alessandro Rodrigues de Rodrigues Mello Alessandro

Natália Quintaes Quintaes Julião Castro de Natália

Guilherme Werneck Peixoto Peixoto de WerneckSouza Guilherme

W

E

I

V

R

Source: Company, as of April 2013 E 1 24

V Managers/coordinators with additional responsibilities

O

Y

N

A

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M

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C A B R I L R A D I O D I F U S Ã O 45 CONFIDENTIAL SENT TO SONY 5/28/2013 1 6 2 Abril Radiodifusão Experienced management team 5 3 4 Organizational structure

Overview

Maria Helena Bagnoli, CEO  Ms. Bagnoli joined the Abril Group over 13 years ago, occupying several key functions since then  From 2008 to 2009 Ms. Bagnoli worked as Superintendent Director  Prior to this, she worked as Nucleus Director from 2005 to 2007 and from 1999 to 2003 as Editing Director  Became CEO in 2009 and has been in this position since then  Graduated in Scenic Arts from Universidade de São Paulo (USP), with masters in History

Ricardo Anderáos, New Businesses / Digital Contents Director  Mr. Anderáos joined the Company in 2011  Holds a degree in History from Universidade de São Paulo (USP), with PhD in History of Art, also from USP

Valter José Pascotto, Production and Engineering Director  Mr. Pascotto has been in the Abril Group for over 28 years, and has been on the current position for almost two years  Previously to this position, Mr. Pascotto worked as Engineering Director from 1997 to 2010  From 1995 to 1997 worked as Exhibition Director, from 1991 to 1995 as Producing Operations Supervisor and from 1988 to 1990 as TV Director  Graduated from FAAP with a degree in Journalism and an MBA in Innovation and Technology from Universidade de São Paulo (USP)

Wagner Gorab, Marketing Director  Mr. Gorab joined the Company over 13 years ago and has been responsible for the marketing department of MTV Brasil for over two years  Holds a degree from Escola Superior de Propaganda e Marketing (ESPM) and from New York University (NYU) Business of Entertainment

João Luiz (Zico) Barreto Góes, Programming Director  Mr. Goes joined the Company to be responsible for the programming grid and has been in such position for over two years

Mr. Roberto Kasper Severo, Advertisement Director  Mr. Severo joined the Company in 1997 and is currently in charge of advertising operations. Prior to this, from 2007 to 2009 Mr. Severo worked as National Advertisement Manager. From the day he joined the company until 2003, he worked as Sales Manager

 Mr. Severo holds a degree in Advertisement and Publicity from PUC (Pontifícia Universidade Católica) and is currently enrolled on a masters program in Marketing from

W

ESPM (Escola Superior de Propaganda e Maketing)

E

I

V

R

Gilberto Tadeu de Brito Durval, Planning and Control Director

E

V  Mr. Durval joined the Company over 23 years ago and has been occupying the current position for the last five years

O

 Graduated in Business administration from Faculdades Oswaldo Cruz (FOC) and holds an MBA in Finance from Insper (Instituto de Ensino e Pesquisa)

Y

N

A

P Source: Company

M

O

C A B R I L R A D I O D I F U S Ã O 46 CONFIDENTIAL SENT TO SONY 5/28/2013 1 6 2 Abril Radiodifusão Top talents - current contracts in place with MTV Brasil 5 3 4 Organizational structure

Bento Ribeiro Paulo Serra PC Siqueira

 Joined MTV in 2007  Joined MTV in 2010  Joined MTV in 2011  Currently presents  Currently presents  Currently presents Furo MTV Furo MTV PC na TV  Monthly wage: R$30,000  Monthly wage: R$20,000  Monthly wage: R$15,000  Contract ends Dec-2013  Contract ends: Dec-2013  Contract ends: Dec-2013  Fine: R$200,000  Fine: R$240,000  Fine: R$120,000

Didi Effe Titi Muller Chuck Hipolitho

 Joined MTV in 2008  Joined MTV in 2009  Joined MTV in 2011  Currently presents MTV  Currently presents MTV  Currently presents MTV1 Sem Vergonha and Top10 Sem Vergonha and Acesso MTV  Monthly wage: R$6,000  Monthly wage: R$6,000  Monthly wage: R$5,500  Contract ends: Dec-2013  Contract ends: Dec-2013  Contract ends: Dec-2013  Fine: R$72,000  Fine: R$44,600  Fine: R$5,500

Others

W

E

I

V

Gaía Passareli Juliano Enrico Daniel Furlan Chay Sued Pathy DeJesus

R

E

V

 Monthly wage: R$5,000  Monthly wage: R$6,000  Monthly wage: R$6,000  Monthly wage: R$9,000  Monthly wage: R$7,500

O

 Contract ends: Dec-2013  Contract ends: Ago-2013  Contract ends: Ago-2013  Contract ends: Jul-2013  Contract ends: Jun-2013

Y

N

 Fine: R$33,000  Fine: R$18,000  Fine: R$18,000  Fine: R$27,000  Fine: R$22,500

A

P

M Note: Fine value refers to amount to be paid in case of early termination of contracts

O

C A B R I L R A D I O D I F U S Ã O 47 CONFIDENTIAL SENT TO SONY 5/28/2013

Agenda

Page

Investment highlights 2

Market opportunity 5

Company overview 20  Company at a glance and platform use  Operational structure  Sales force team and advertising  Organizational structure  Financial results  Fixed assets

TV broadcasting sector considerations 61

Appendix 69

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I A B R I L R A D I O D I F U S Ã O 48 CONFIDENTIAL SENT TO SONY 5/28/2013 1 6 2 Abril Radiodifusão Abril Radiodifusão currently has three main revenue streams 5 3 Financial results 4

1 TV advertising

 Abril Radiodifusão main source of revenue is advertising, generated primarily through the sales of 30-second spots  In 2012, it accounted for 57% of total net revenues  The advertising revenue is composed mainly by three types of products: (i) NET – publicity broadcasted to all the regions of Brazil; (ii) SP1 – publicity broadcasted only to São Paulo; and (iii) Cobre rede – publicity broadcasted to all Brazil except São Paulo  Occupation has been recently between 20% or below, with significant room for increase  However current broadcasting structure allows advertising to be sold locally only for São Paulo and the Amazônia Legal region – With the restructuring of the broadcasting network, and the inclusion of strategic affiliates across Brazil, more advertising can be sold locally, increasing the revenue stream from TV advertising and the occupancy level of 30-second spots

2 Pay TV contracts

 Contracts with Pay TV operators are also a significant part of its revenue stream  In 2012, it accounted for almost 21% of total net revenue – NET and Vivo TV, the largest contracts, account for almost 88% of these results  Recent changes in regulation determining that DTH operators “must carry” the channels with significant presence in Brazil allows Abril Radiodifusão to broaden its penetration, but revenue flow from these players (e.g. Telefonica) should cease after these changes  Going forward, revenue stream from Pay TV contracts should be limited to Cable and Cable/MMDS operators, and will depend on negotiation of contracts made by the buyer

3 Others

 Other revenues are mainly composed by: (i) parabolic antenna; (ii) online advertising; and (iii) smaller products/events  In 2012, it accounted for 22% of total net revenues

 The parabolic antenna revenue stream consists on selling rights to explore their frequency on the antenna (i.e. Satellite Star One C2) to a third party

W

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I

 Currently, the space is sub-rented for the Agromix channel, an independent producer of agribusiness related programming

V

R

 Online advertising consists mainly on selling of advertising insertions on the MTV Brasil portal

E

V

 Smaller products/events depend more on specific initiatives, and include revenue streams from apps, events, CD /DVD recording, among others

O

Y

N

A

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M

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C A B R I L R A D I O D I F U S Ã O 49 CONFIDENTIAL SENT TO SONY 5/28/2013 1 1 TV advertising should continue to be the main source of revenue from 6 2 Abril Radiodifusão Abril Radiodifusão as there is still significant room for growth 5 3 Financial results 4

30-second occupation Advertisers concentration

Broadcasted Available Occupation Top 1 advertiser share

20% Others Top1

6% 14% 12% 14% 13%

16%

14% 14% 2008 2009 2010 2011 2012

180 183 179 179 Top 5 advertisers share

Others Top5

35% 26% 27% 25% 22%

2008 2009 2010 2011 2012

Top 15 advertisers share

35 30 Others Top15 24 24

56% 48% 48% 42% 48%

W

E

I

V

R 2010 2011 2012 2013E

E

V 2008 2009 2010 2011 2012

O

Source: Company Source: Company Y

Note: Share based on revenue received from advertisers over total TV advertising

N

A revenue

P

M

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C A B R I L R A D I O D I F U S Ã O 50 CONFIDENTIAL SENT TO SONY 5/28/2013 1 2 Pay TV contracts are also a relevant part of revenue stream, but 6 2 Abril Radiodifusão should be limited to Cable and Cable/MMDS operators going forward 5 3 Financial results 4

MTV contracted1 revenues evolution per Pay TV operator (R$‘000s) Cable TV subscribers breakdown – Dec-2012

2 NET Vivo TV NEO TV SKY Others Others Neo TV 3% 10%

12,424 12,560 11,845 423 11,775 501 353 11,404 1,282 524 1,032 435 968 NET 1,282 87% 2,123 3,610 1,728 2,002 1,185 Total: 1.1mm paying subscribers

Share of total cable TV subscribers that pay fee 3,115 1,963 for MTV Brasil content (% per operator)3 1,694

1,523 18.0% 8,904 8,281

6,539 5,875 28.0% 4,664

35.0%

W Others

E

I

V

R

E 2008 2009 2010 2011 2012

V

O

Source: Company

1

Y In 2008 R$4.05mm were renegotiated, in 2009 R$0.01mm were canceled, in 2010 R$0.22mm were renegotiated, in 2011 R$0.36mm were canceled, in 2012 R$0,06mm were

N

renegotiated A 2

P Includes former TVA and Telefonica subscribers

3 M

December 2012 figures

O

C A B R I L R A D I O D I F U S Ã O 51 CONFIDENTIAL SENT TO SONY 5/28/2013 1 3 Parabolic antenna, online advertisement and events remain as an 6 2 Abril Radiodifusão additional revenue stream with significant growth potential 5 3 Financial results 4

MTV Portal advertisers revenue evolution (R$ ‘000s) MTV Portal top 15 advertisers revenue – 2012 (R$ ‘000s)

MTV Portal revenue evolution (R$ ‘000s) 343 Top 5 advertisers share (%) 311

284

33% 179 31% 31% 31% 137 27% 136

131 5,490 119 4,448 104 3,996 89 3,119 3,129 84

81

80

79

W

78

E

I 2008 2009 2010 2011 2012

V

R

Total advertising revenues: 3,996

E

V

O

Source: Company Y

Note: Share based on revenue received from advertisers over total TV advertising revenue

N

A

P

M

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C A B R I L R A D I O D I F U S Ã O 52 CONFIDENTIAL SENT TO SONY 5/28/2013 1 6 2 Abril Radiodifusão Overview of financial performance - consolidated 5 3 Financial results 4

Net revenues (R$mm) Gross margin (%)

92.2 88.3 91.5 44.5% 44.7%

35.6% 57.6

22.0%

2009 2010 2011 2012 2009 2010 2011 2012

Capex (R$mm) EBITDA (R$mm)

6.0

4.5 3.4 3.3 (20.5) 2.1 (22.8)

(29.1)

W

E

I

V

R

E 2009 2010 2011 2012 2009 2010 2011 2012

V

O

Source: Based on audited financials, except 2012, that refers to managerial figures

Y

N

A

P

M

O

C A B R I L R A D I O D I F U S Ã O 53 CONFIDENTIAL SENT TO SONY 5/28/2013 1 6 2 Abril Radiodifusão Income statement - consolidated 5 3 Financial results 4

Income statement (R$mm)

2009 2010 2011 2012 CAGR 08-12 Net revenues 88.3 92.2 91.5 57.6 (16.7%) Growth % (26.1%) 4.4% (0.8%) (37.0%) (-) COGS (49.0) (59.4) (50.5) (45.0) (4.4%) Gross profit 39.3 32.8 40.9 12.7 (33.7%) Margin % 44.5% 35.6% 44.7% 22.0% Growth % (40.1%) (16.6%) 24.7% (69.0%) (-) Operating expenses (43.1) (66.7) (65.8) (40.1) (9.2%) Selling (31.5) (44.7) (50.5) (29.4) (11.0%) Administrative (10.9) (21.5) (15.9) (10.7) (1.0%) Other (0.7) (0.5) 0.5 0.0 N/M EBIT (1.3) (33.9) (24.9) (27.5) Margin % (1.5%) (36.8%) (27.3%) (47.6%) (+) Depreciation & amortization 7.4 4.9 4.4 4.7 EBITDA 6.0 (29.1) (20.5) (22.8) N/M Margin % 6.8% (31.5%) (22.4%) (39.5%) (-) Depreciation & amortization (7.4) (4.9) (4.4) (4.7) Net interest income / (expenses) 0.6 (2.3) (10.9) (14.0) Interest income 1.4 0.5 0.8 0.8 Interest expenses (0.7) (2.7) (11.9) (14.9) Exchange rate variation (0.1) (0.0) 0.2 0.2 EBT (0.7) (36.2) (35.9) (41.4) N/M Taxes (0.8) (11.3) (3.2) 1.5

Current (1.1) 0.0 0.0 0.0

W

E

Deferred 0.2 (11.3) (3.2) 1.5

I

V

Net income (1.5) (47.5) (39.0) (40.0) N/M

R

E

V Margin % (1.7%) (51.6%) (42.7%) (69.4%)

O

Source: Based on audited financials, except 2012, that refers to managerial figures

Y

N

A

P

M

O

C A B R I L R A D I O D I F U S Ã O 54 CONFIDENTIAL SENT TO SONY 5/28/2013 1 6 2 Abril Radiodifusão Balance sheet - consolidated 5 3 Financial results 4

Balance sheet (R$mm)

2010 2011 2012 2010 2011 2012

Current assets 20.8 28.4 26.9 Current liabilities 24.1 23.5 27.8 Cash and equivalents 1.4 2.4 9.1 Suppliers 22.9 22.1 21.2 Receivables 18.0 24.0 16.7 Salaries and payroll 1.2 1.4 0.0 Inventory 0.2 0.1 0.2 Payable taxes 0.0 0.0 6.5

Deferred taxes 0.4 0.3 0.0 Long term liabilities 80.1 125.1 20.1 Advances to suppliers 0.8 1.5 1.0 Intercompany loans 62.1 103.7 9.2

Payable taxes 1.3 0.7 0.4 Long term assets 20.9 18.5 16.7 Deferred taxes 2.7 3.8 2.4 Receivables 1.3 1.3 1.3 Provisions 13.9 16.8 2.0 Deferred taxes 2.0 0.0 0.0 Other payables 0.0 0.0 6.1 Provisions 0.7 0.6 0.7 Shareholders' equity (62.3) (101.6) (4.3) Intangibles 0.7 0.4 0.6 Capital stock 17.3 17.3 155.3 PP&E 16.0 16.2 14.2

Reserves 1.0 1.0 1.0 Retained earnings 1.9 0.0 1.2 Accumulated losses (82.8) (119.9) (161.8) Total assets 41.6 47.0 43.6 Liabilities and shareholders’ equity 41.6 47.0 43.6 Source: Based on audited financials, except 2012, that refers to managerial figures

 As of December 2012, the Company had R$161.8mm in accumulated losses, from negative results from past years

 Tax benefits could amount up to R$55 million (based on 34% tax rate)

W

E

I

V

R

E

V

O

Y

N

A

P

M

O

C A B R I L R A D I O D I F U S Ã O 55 CONFIDENTIAL SENT TO SONY 5/28/2013 1 6 2 Abril Radiodifusão Free cash flow - consolidated 5 3 Financial results 4

Free cash flow (R$mm)

2009 2010 2011 2012 Net revenues 88.3 92.2 91.5 57.6 Growth % (26.1%) 4.4% (0.8%) (37.0%) EBITDA 6.0 (29.1) (20.5) (22.8) Margin % 6.8% (31.5%) (22.4%) (39.5%) (-) Depreciation & amortization (7.4) (4.9) (4.4) (4.7) EBIT (1.3) (33.9) (24.9) (27.5) Taxes (0.8) (11.3) (3.2) 1.5 NOPAT (2.2) (45.2) (28.1) (26.0) (+) Depreciation & amortization 7.4 4.9 4.4 4.7 % net revenues 8.4% 5.3% 4.8% 8.1% (-) Capex (3.4) (2.1) (4.5) (3.3) % D&A 46.3% 43.5% 101.9% 71.3% (+/-) Change in working capital 2.2 4.1 (7.3) 5.8 % net revenues 2.5% 4.5% (8.0%) 10.1% Free Cash Flow 10.8 (34.1) (26.4) (12.1)

Source: Based on audited financials, except 2012, that refers to managerial figures

W

E

I

V

R

E

V

O

Y

N

A

P

M

O

C A B R I L R A D I O D I F U S Ã O 56 CONFIDENTIAL SENT TO SONY 5/28/2013 1 6 2 Abril Radiodifusão Capex evolution - consolidated 5 3 Financial results 4

Capex (R$mm)

MTV capex 2010 % of total 2011 % of total 2012 % of total Total % of total Transmitters 860 40.5% 2,147 47.7% 1,054 31.6% 4,062 40.8% Rio de Janeiro – Sumaré transmitter - - 1,831 40.7% 423 12.7% 2,255 22.6% Belém transmitter - - - - 251 7.5% 251 2.5% Rio de Janeiro – Mendanha transmitter - - 236 5.3% 151 4.5% 387 3.9% Retransmitters/ Satellite 860 40.5% 80 1.8% - - 940 9.4% BH transmitter purchase - - - - 114 3.4% 114 1.1% Change of transmitter - Piracicaba and Juiz de Fora - - - - 115 3.4% 115 1.2% NewFora generators - - - - 929 27.9% 929 9.3% Vehicles 298 14.0% 544 12.1% 20 0.6% 861 8.6% Upgrade of servers 71 3.3% 411 9.1% 95 2.9% 577 5.8% Website 235 11.1% 324 7.2% - - 559 5.6% Website servers - - 6 0.1% 485 14.6% 491 4.9% Digital / recording library integration - - - - 456 13.7% 456 4.6% Air conditioning - - 251 5.6% 89 2.7% 340 3.4% Exhibition equipment 203 9.5% 55 1.2% - - 258 2.6% S Studio communication - - 204 4.5% 2 0.1% 206 2.1% External 176 8.3% - - - - 176 1.8% System development - - 127 2.8% 49 1.5% 176 1.8% Studios 156 7.3% - - - - 156 1.6% Character generator - - 140 3.1% - - 140 1.4% HD cameras 102 4.8% - - - - 102 1.0% Clip server - - 100 2.2% - - 100 1.0% Replacement parts - - 39 0.9% 32 1.0% 71 0.7% Maintenance 58 2.7% - - - - 58 0.6% Others (32) (1.5%) 155 3.4% 121 3.6% 245 2.5%

Total 2,126 4,502 3,332 9,961

W

Source: Company

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I

V

R

E

V

O

Y

N

A

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M

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C A B R I L R A D I O D I F U S Ã O 57 CONFIDENTIAL SENT TO SONY 5/28/2013

Agenda

Page

Investment highlights 2

Market opportunity 5

Company overview 20  Company at a glance and platform use  Operational structure  Sales force team and advertising  Organizational structure  Financial results  Fixed assets

TV broadcasting sector considerations 61

Appendix 69

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I A B R I L R A D I O D I F U S Ã O 58 CONFIDENTIAL SENT TO SONY 5/28/2013 1 Fixed assets 6 2 Abril Radiodifusão Abril Radiodifusão has differentiated technology to produce content 5 3 4

Overview of facilities

Description

 Abril Radiodifusão’s main producing facilities are located in São Paulo, in the Sumaré neighborhood, at Avenida Alfonso Bovero, 52  The building, that previously had the studios of TV Tupi, has a total area of over 3,350 sq meters  Currently, Abril Radiodifusão has a long-term lease agreement with Abril Prev, owner of the building, as to use and operate the place

 Main operational features of the facility include:  Three studios with an aggregate area of 250 sq meters, with dressing rooms and costume areas  One recording central that links the studios with producing capacity in HD  Seven HD cameras for the studios  13 HD cameras for external filming

 Eight editing rooms and a digital system to archive content

W

E

I  One mobile unit with six SD cameras and live transmission capability

V

R

E 

Exhibition/transmission systems both terrestrially and through satellites

V

O

Y

N

A

P

M

O

C A B R I L R A D I O D I F U S Ã O 59 CONFIDENTIAL SENT TO SONY 5/28/2013 1 Fixed assets 6 2 Abril Radiodifusão Fixed assets overview 5 3 4

Main assets (R$mm)

Lifetime Acquisition Asset description Category (months) cost (R$ 000’s) Breakdown per kind (by acquisition cost) Tx Project + line –UHF TV transmitter TV equipament 60 5,597

Digital transmitter – project 500365 TV equipament 60 4,434

Digital transmitter – project 500365 TV equipament 120 3,358

Digital transmitter – project 500365 TV equipament 120 3,030

Midia storage system and transmission TV equipament 60 1,896 profile xp pvs100 c/2 r Digital transmission studio system sbtvd- TV equipament 60 1,165 Improvement t/isdb-t Vehicles 2% Others Harris system profile automation pvs1000 Software 36 817 2% Furniture 2% Audio and video conversion and distribution TV equipament 60 772 5% modular system Digital transmission studio system sbtvd- TV equipament 120 660 Softwares t/isdb-t 5% ipc/btnf Variation conf. art. 3 TV equipament 60 654

MTV facilities Administrative facilities 120 565 Hardware, desktops, Air conditioning Equipment 60 558 notebooks 9% Analogic radiating system (c/48 - 20kw)- TV equipament 60 453 TV digital 47 tx Sumaré – RJ Digital station - C band rane + TV equipament 60 423 equipment/ microprocessor - advantech equipments Beta editing room TV equipament 60 357 75%

Eletric overhaul Equipment 120 326

Digital video producing switcher apa - 32 TV equipament 60 323 inputs mod. kayak-d Estagio tx rtv-5000 ac/skw bot canal 29 TV equipament 60 320 Total acquisition cost: R$71.7mm tm/mtelavo a par n 17

Harris system profile automation pvs1000 Software 36 318

W

E

I Cartridge, acr-225 m model TV equipament 60 316

V

R

Reproducing and editing recorder pvs1026 TV equipament 60 308

E

V

O

Others - - 45,047

Y

N

A Total 71,698

P

M

Note: Acquisition cost refers to book value of assets. Does not consider depreciation already incurred. Source: Company

O

C A B R I L R A D I O D I F U S Ã O 60 CONFIDENTIAL SENT TO SONY 5/28/2013

Agenda

Page

Investment highlights 2

Market opportunity 5

Company overview 20

TV broadcasting sector considerations 61  Sector overview  Market trends

Appendix 69

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I A B R I L R A D I O D I F U S Ã O 61 CONFIDENTIAL SENT TO SONY 5/28/2013 TV broadcasting revenues are strongly correlated to channel’s reach to the end consumer using its transmission network

Studio Content server Transmission Reception

Delivering Creation Production Processing Storage Organization Distribution Reception Enjoyment (broadcasting)

Content production Programming Distribution Delivery Consumption Telecom Main Content producer Programmer End users carrier station

Local  Three main participants are:  Programming consists on Repeater  The program is station  Networks’ production center: storage and organization of delivered to the content audience connected controls the critical content Affiliated production on the main  Organization is the part of to the TV channel

station S

stations process when commercial

N

O insertions are made to the

 Independent producers: not I

 Main station is the sole responsible T tied to any broadcasting programs

A for the majority of content

R

network broadcasted E

 The pricing model of the

D

I  International producers:

advertisers is based on the

S  Local stations make small license content to other

N CPM index

insertions on the programming grid O

players around the world

C  CPM measures the cost by

R millions of households  Affiliated stations offer audience to

O

reached the networks in exchange for

T

C

content E

S

 The result of such exchange is

G

broader audience and higher

N

I

revenues

T

S

A

Source: Telecom Research and Development Research Center – CPqD – Juliano C. Dall’Antonia Research

C

D

A

O

R

B

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T A B R I L R A D I O D I F U S Ã O 62 CONFIDENTIAL SENT TO SONY 5/28/2013

The sector is highly regulated in Brazil, with limitations on control and programming

TV broadcasting regulation Government bodies

 Brazilian government owns all free-to-air TV channels, giving National Congress broadcasters the right to operate in exchange of two fees  TFI (Establishment Fiscalization Fee): paid at the moment the license  Brazilian Federal Constitution determines that licenses for TV is issued broadcasting must be approved by National Congress  TFF (Operating Fiscalization Fee): paid annually, corresponds to  Also during the renewal process, the request must be re-approved by 50% of TFI value the National Congress  Public Price for Radiofrequency Rights of Use (PPDUR): paid at the moment the license is issued and regulated by Anatel (National Telecommunications Agency)  Brazil has only eight “national” broadcast networks, and Abril Communications Ministry Radiodifusão is one of them  Licenses are granted by government for 15 years after technical and  Communications Ministry (MiniCom) oversees TV broadcasting financial analysis on the provider company (renewable after new licenses analysis)  MiniCom is responsible for inspection of broadcasting services and  Foreign capital is limited to 30% broadcasters regarding content, ownership structure and proper  Broadcasters must fulfill the following requirements management 

 Maximum of 10 stations (main or local) in Brazil Has the authority to apply penalties when conduct deviation is

S

N perceived

 Maximum of two stations (main or local) per state

O

I

T  Maximum of five stations (main or local) located in VHF spectrum

A

R  Repeaters (both owned-and-operated or affiliated) are not considered

E

D  The programming grid must fulfill

Anatel (National Telecommunications Agency)

I

S

 5% reserved to journalism

N

O  Anatel manages frequency spectrum, addressing mainly operational

 Maximum of 25% to advertising

C

matters 

R Five hours per week in educational content (MEC / ABERT

O  Anatel is the MiniCom vehicle for inspection

agreement)

T

C  Contacts the Ministry in case of infractions

 The Government can cancel at any time the concession, when

E

S considering improper use of the frequency

G

N

I

T

Source: Anatel, Ancine

S

A

C

D

A

O

R

B

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T A B R I L R A D I O D I F U S Ã O 63 CONFIDENTIAL SENT TO SONY 5/28/2013 Three main technologies are used for Pay TV transmission in Brazil, with DTH being the most relevant

Cable TV Direct-to-Home (“DTH”)

 The content programmer transmits the signal  The content programmer transmits the signal via satellite via satellite to the operator’s headend, which  The satellite re-transmits the signal to its network of subscribers sends the programming to the subscriber via (received by a parabolic antenna) Satellite coaxial cable or optical fiber

Uplink center Satellite

Headend Coaxial cable or optical fiber

Multichannel Multipoint Distribution Service (“MMDS”) Overview

S

N

 The content programmer transmits the signal via  There are currently in Brazil, three main types of Pay TV distribution

O

I

satellite to the operator’s headend, which sends T

 Cable TV: highly dependent on the cable structure of the A

the programming to its network of subscribers R

Satellite operators, and normally more common on urban areas E

 The signal is received by microwave antennas

D

I

 DTH: the most representative transmission structure in the

S

N

country, has normally a higher reach since transmission is made

O

C through the air

R

O

 MMDS: also has a broad reach, but its representativeness on the

T

C country’s transmission structure is very limited

E

S

Headend

G

N

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T

S

A

C

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T A B R I L R A D I O D I F U S Ã O 64 CONFIDENTIAL SENT TO SONY 5/28/2013

Agenda

Page

Investment highlights 2

Market opportunity 5

Company overview 20

TV broadcasting sector considerations 61  Sector overview  Market trends

Appendix 69

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I A B R I L R A D I O D I F U S Ã O 65 CONFIDENTIAL SENT TO SONY 5/28/2013

Transition to digital frequencies should allow a more efficient use of spectrum…

Spectrum of frequencies Digital channels frequencies

 Digital channels frequencies are all located in UHF spectrum, whereas analog channels are primarily VHF – except from MTV Brasil (32 UHF) 1-SEG Encoder 0.5 Mhz  After the complete switch-off, analog frequencies will be given back to the government Mobile / Production portable devices of digital 6 Mhz content Analog and digital frequencies in São Paulo (example) (HD) Encoder

HD Broadcaster 2010 channel 2016 channel

5.5 Mhz Cultura 2 High definition / SBT 4 standard TV sets Globo 5 Analog Record 7 frequencies  The current digital technology in place, the ISDB standard, allows for RedeTV! 9

multiprogramming Gazeta 11

S

Band 13 N

 However, current regulation in the country only allows a single

O

I

channel/programming to be broadcasted within the 6Mhz frequency MTV Brasil 32

T

A

 Reason for such restriction is that the increase in the number of R

Gazeta 17 17 E

channels could lead to audience fragmentation

D

I Globo 18 18

– Advertising revenue would decrease between the existing

S

N Record 20 20

channels and higher production costs should be expected

O

C Digital Band 23 23

 The majority of TV broadcasters are then transmitting the same signal

R

in HD and 1-SEG formats, one of the possible multiple combinations frequencies Cultura 24 24

O

T SBT 28 28

C  In the event of a law change, more channels could be broadcasted

E Rede TV! 29 29

S using the same frequency

G MTV Brasil 31 31

N

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T

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A

C

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T A B R I L R A D I O D I F U S Ã O 66 CONFIDENTIAL SENT TO SONY 5/28/2013 The digital frequency should allow multiple changes on the consumer relation with television…

1 Mobility 2 Interactivity

 The digital signal allows  The consumer can choose transmission to smartphones what to watch with no intermediation of carriers  Touch screens brings relation between consumer and TV  The same adapted content apparel closer programming can be accessed through desktops, tablets,  Possibility to purchase HD laptops and other mobile different content, based on devices via web audience’s demand

3 Image and sound quality 4 Multi programming

S

N

 Highest quality of sound  Digital systems allow the 1 mobile content Current

O

I 1 HD content

transmission of more channels utilization T

 Highest image perceived quality (approved) A

in the same frequency

R

E

D

I

S

N

O

C

R

O

T

C

E

S 1 Mobile content

1 Mobile content 1 HD content (720 p) 1 mobile content G

4 SD contents 1 SD HD content 1 SD content (Digital)

N

I

T

S Source: Company

A

C

D

A

O

R

B

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T A B R I L R A D I O D I F U S Ã O 67 CONFIDENTIAL SENT TO SONY 5/28/2013 … with AV content distribution expected to reach new devices and higher levels of audience without a carrier

Distribution network in Brazil by 2019 Overview

 With a digital broadcast network, free-to-air stations will be able to reach 66% of the audience without going through a Free-to-air TV station carrier

 Without a digital broadcast network, anchor stations will have to share revenue or margin with the carrier

 TV will continue to be the main platform to watch audio visual content

Carrier  Young internet users continue to have TV as their main Telcos, cable network or a satellite 44% entertainment source 18%  New digital technologies will continue to appear and the 20% existing will evolve

9% S  N Audio visual is the most compelling type of content for

5%

O

I

internet and mobile users and will continue to gain

T

A

R importance in the future

E Digital

Computer

D Pay TV Mobile

I

Broadband Broadcast  New creative AV formats will be required by the audiences

S

N

O

 Portability will create new demands in terms of content

C

11% 0% 0% 89%

R

2009

O  Interactivity will arrive bringing opportunities for new

T

C

content, services and business models

E

S 38% 44%

9% 9%

2019 Audience share Audience

G

N

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T A B R I L R A D I O D I F U S Ã O 68 CONFIDENTIAL SENT TO SONY 5/28/2013

Agenda

Page

Investment highlights 2

Market opportunity 5

Company overview 20

TV broadcasting sector considerations 61

Appendix 69

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I A B R I L R A D I O D I F U S Ã O 69 CONFIDENTIAL SENT TO SONY 5/28/2013

Summary of Viacom operational agreements currently in place

Music publishing MTV news agency Music video rights license Trademark license Program/content supply Master agreement authorization agreement agreement agreement agreement agreement Parties  MTV Networks, Abril  Abril and Viacom  Abril and Viacom  Abril and Viacom  Abril and Viacom  Abril and MTV Networks Radiodifusão S.A. (“Abril”), Lisard Holding, MTV Networks, Abril S.A., Viacom Holdings Brasil , Viacom Networks Brasil Ltda. (“Viacom”) License  General terms and  License by Viacom to License to License by Viacom to Abril of License by Viacom to Abril of  License by MTV conditions on use of Abril of the non-exclusive  (i) use, edit, synchronize, the non-exclusive right to the right to use Networks to Abril of the certain intellectual right to exhibit and exploit exhibit and exploit certain  (i) exploit those music  (i) the MTV mark on an exhibition and exploitation property licensed to Abril certain music MTV News content solely videos and/or excerpts exclusive basis; and rights to use certain MTV by Viacom and MTV compositions rights solely for inclusion in original thereof that are submitted  (ii) all other marks on a programming, on an Networks to synchronize music MTV Brasil programming to Abril for exhibition non-exclusive basis. The exclusive basis, solely in  Set under specific compositions into original  (ii) use in certain thereon; license includes the the Portuguese operational agreements, MTV Brasil programming advertisements and/or  (ii) use in certain exclusive right to use the language on primarily in connection with a promotional advertisements and/or marks specified in above music-branded licensed television programming announcements excerpts promotional and particularly the name means, in linear form and service currently being of MTV News content announcements of MTV to use, maintain and on-demand (in the last produced, aired and/or advertising and/or licensed music videos renew Abril’s case, solely for use on distributed by Abril as promoting the availability advertising and/or  (a) broadcast free-to- the channel’s official “MTV Brasil” of the MTV News content promoting the availability air television website, television and  Abril shall at all times on any licensed means of original MTV Brasil commercial business, mobile video-on-demand transmit the MTV Brasil primarily branded with the programming, and/or any as a name of services) channel only MTV mark programming licensed by identification of the  Sublicense to third Viacom or its affiliates to channel and Abril’s parties who have Abril broadcast network agreed to the terms  (iii) use the music video before the Ministry of and conditions of the rights in promos, and to Communications and agreement to do so sublicense to third Anatel; parties; and  (b) commercial  (iv) exhibit, primarily advertising television branded with the MTV business name as a mark those certain music television videos which Viacom programmer for pay furnish Abril featuring television services; performances of musical and compositions by  (c) all licensed means recording artists which such videos have been produced by Viacom Annual minimum guarantee–  N/A  R$2,550,000  R$1,700,000  R$2,550,000  R$850,000  R$2,550,000 2013 Annual minimum guarantee–  N/A  R$1,700,000  R$1,700,000  R$1,700,000  R$850,000  R$1,700,000 2014–2018 Monthly fee–  N/A  3% of Abril´s  2% of Abril´s  3% of Abril´s  1% of Abril´s  3% of Abril´s 2013 Net Cash Revenue Net Cash Revenue Net Cash Revenue Net Cash Revenue Net Cash Revenue

X

I

D

N

E

P

P

A A B R I L R A D I O D I F U S Ã O 70 CONFIDENTIAL SENT TO SONY 5/28/2013

MTV Brasil top audience programs

Top 2012 audience programs

Audience (%) Share (%) # of ad Program Production insertions Households Individuals AB 12-34 ABC 12-34 Households Individuals AB 12-34 ABC 12-34 12.12.12 - O show Non-Viacom acquired shows 2 0.36 0.15 0.27 0.23 0.85 0.76 1.81 1.37 A entrevista (MTV Ao Vivo Production shows 2 0.63 0.26 0.17 0.32 1.48 1.34 1.04 1.86 Tributo à Legião Urbana) Acesso MTV Production shows 544 0.16 0.06 0.08 0.09 0.42 0.38 0.68 0.62 Acústico MTV Production shows 19 0.21 0.08 0.12 0.12 0.51 0.43 0.86 0.74 Adnet ao vivo Production shows 29 0.17 0.06 0.11 0.10 0.49 0.37 0.89 0.78 Adnet em Londres Production shows 24 0.16 0.06 0.10 0.10 0.38 0.33 0.68 0.60 Adnet viaja Production shows 149 0.15 0.07 0.10 0.08 0.38 0.36 0.69 0.51 Aquecimento EMA 12 Viacom shows 2 0.11 0.05 0.22 0.11 0.21 0.22 1.11 0.50 Aquecimento MTV Ao Vivo Production shows 1 0.83 0.27 0.08 0.50 1.28 0.89 0.33 2.03 Tributo à Legião Urbana Aquecimento Sonar Production shows 6 0.13 0.05 0.07 0.09 0.31 0.29 0.49 0.54 Aquecimento VMA 12 Viacom shows 1 0.11 0.04 0.11 0.09 0.20 0.15 0.75 0.48

Source: Company; Note: AB 12-34 refers to audience from A/B classes between 12-34 years; ABC 12-34 refers to audience from A/B/C classes between 12-34 years Top 2011 audience programs

Audience (%) Share (%) # of ad Program Production insertions Households Individuals AB 12-34 ABC 12-34 Households Individuals AB 12-34 ABC 12-34 16 and pregnant Viacom shows 55 0.18 0.06 0.12 0.10 0.40 0.33 0.77 0.58 45th at night Viacom shows 1 0.13 0.04 0.01 0.02 0.37 0.25 0.15 0.17 Acesso MTV Production shows 582 0.19 0.07 0.12 0.11 0.47 0.39 0.86 0.68 Acesso VMB Production shows 2 0.31 0.13 0.11 0.25 0.72 0.66 0.71 1.38 Acústico MTV Production shows 60 0.18 0.07 0.08 0.08 0.45 0.41 0.65 0.54 Adnet ao vivo Production shows 168 0.26 0.10 0.12 0.14 0.55 0.44 0.69 0.69 Andy Milon show Viacom shows 70 0.15 0.06 0.05 0.07 0.31 0.27 0.32 0.38 Aquecimento EMA 11 Viacom shows 2 0.21 0.08 0.07 0.08 0.33 0.28 0.30 0.33 Aquecimento VMA 11 Viacom shows 1 0.29 0.11 0.35 0.20 0.45 0.33 1.39 0.74

Aquecimento VMB 11 Production shows 4 0.36 0.12 0.12 0.20 0.82 0.62 0.81 1.13

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Badalhoca MTV Non-Viacom acquired shows 44 0.22 0.09 0.12 0.15 0.82 0.74 1.04 1.18

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E Source: Company; Note: AB 12-34 refers to audience from A/B classes between 12-34 years; ABC 12-34 refers to audience from A/B/C classes between 12-34 years

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A A B R I L R A D I O D I F U S Ã O 71 CONFIDENTIAL SENT TO SONY 5/28/2013

MTV Brasil programming grid

7:00 am 8:00 am 9:00 am 10:00 am 11:00 am 12:00 am 1:00 pm 2:00 pm 3:00 pm 4:00 pm 5:00 pm 6:00 pm

Video Collection ROCK Estúdio MTV Top 10 MTV

Monday

Awkward Awkward Awkward Awkward Awkward Awkward Awkward Awkward Awkward Awkward Awkward Awkward

CLÁSSICA

Hora do Chay Chay do Hora Chay do Hora

ALTERNATIVA

Video Video CLÁSSICA ROCK Top 10 MTV Acesso MTV RAP ROCK POP Top 10 MTV

Collection Collection

Tuesday

Awkward TV na PC

BRASILEIRA BRASILEIRA

Hora do Chay Chay do Hora Chay do Hora

ALTERNATIVA ALTERNATIVA

Video CLÁSSICA ROCK Video Collection Top 10 MTV Acesso MTV RAP ROCK POP Top 10 MTV

Collection

Awkward TV na PC

Wednesday

BRASILEIRA

Hora do Chay Chay do Hora Chay do Hora

ALTERNATIVA ALTERNATIVA

Video CLÁSSICA ROCK Video Collection Top 10 MTV Acesso MTV RAP ROCK POP Top 10 MTV

Collection

Awkward TV na PC

Thursday

BRASILEIRA

Hora do Chay Chay do Hora Chay do Hora

ALTERNATIVA ALTERNATIVA

Video Collection ROCK Programação Especial Top 10 MTV Acesso MTV Catfish ROCK Programação Especial Top 20 MTV

Friday

CLÁSSICA

Hora do Chay Chay do Hora Chay do Hora

ALTERNATIVA ALTERNATIVA

Video Programação Programação Video Video Video Video Programação Programação Video Video Video Estúdio MTV

Collection Especial Especial Collection Collection Collection Collection Especial Especial Collection Collection Collection

Saturday

PICKS CLÁSSICA ALTERNATIVA Top 20 MTV

Sunday

Awkward Awkward Awkward Awkward Awkward Awkward Awkward Awkward Awkward Awkward

Furo MTV Furo MTV Furo MTV Furo Hora do Chay Chay do Hora

Range of time reserved to local contents

X Source: Company website

I

Note: Programming grid refers to May 6th 2013 – May 12th 2013 period

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A A B R I L R A D I O D I F U S Ã O 72 CONFIDENTIAL SENT TO SONY 5/28/2013

MTV Brasil programming grid (cont’d)

7:00 pm 8:00 pm 9:00 pm 10:00 pm 11:00 pm 00:00 01:00 am 02:00 am 03:00 am 04:00 am 5:00 am 06:00 am

Acesso MTV PICKS Catfish Hard Times World Stage RAP CLÁSSICA ROCK PICKS

Renato

Monday

Awkward TV na PC Awkward

Hermes Hermes e

Furo MTV Furo MTV Furo

BRASILEIRA

ALTERNATIVA

Video Acesso MTV PICKS Catfish RAP CLÁSSICA ROCK PICKS

Collection

Renato

Tuesday

Awkward TV na PC Awkward TV na PC

MTV Sem Sem MTV

Hermes Hermes e

Furo MTV Furo MTV Furo

Vergonha

Infortúnio

BRASILEIRA

ALTERNATIVA

Acesso MTV PICKS Reprise Video Collection RAP CLÁSSICA ROCK PICKS

Awkward TV na PC Awkward TV na PC

MTV Sem Sem MTV

Furo MTV Furo MTV Furo

Vergonha

Infortúnio

Wednesday

BRASILEIRA

ALTERNATIVA

Video Acesso MTV PICKS Reprise PICKS RAP CLÁSSICA ROCK PICKS

Collection

Renato

Awkward TV na PC Awkward TV na PC

MTV Sem Sem MTV

Thursday

Hermes Hermes e

Furo MTV Furo MTV Furo

Vergonha

Infortúnio

BRASILEIRA

ALTERNATIVA

Top 20 MTV Catfish World Stage Video Collection RAP CLÁSSICA ROCK PICKS

Friday

Renato Renato

PC na TV na PC

MTV Sem Sem MTV

Hermes Hermes e Hermes e

Vergonha

Infortúnio

de Música de Música de

Para Gostar Para Gostar Para

BRASILEIRA

ALTERNATIVA

Video Programação Programação Video Estúdio MTV Catfish Catfish PICKS RAP CLÁSSICA ROCK PICKS

Collection Especial Especial Collection

Saturday

MTV Sem Sem MTV

Vergonha

BRASILEIRA

ALTERNATIVA

Video Collection Video

Video Video Video Video Programação Programação Video Video Catfish My MTV

Collection Collection Collection Collection Especial Especial Collection Collection

Sunday

Furo MTV Furo Infortúnio

Range of time reserved to local contents

X Source: Company website

I

Note: Programming grid refers to May 6th 2013 – May 12th 2013 period

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A A B R I L R A D I O D I F U S Ã O 73