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NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS

NOTICE be and is hereby given that an Extraordinary General Meeting (“EGM”) of shareholders of Prism TV Private Limited (the “Company”) will be held on Friday, the 31st Day of July 2015 at 4.30 P.M., on a shorter notice, at Express Trade Tower, Plot No. 15/16, Sector 16A, Filmcity, Noida - 201301, India (Landmark - Near Filmcity), to transact the following businesses: AS SPECIAL BUSINESS: Item No. 1 Alteration of Articles of Association of the Company To consider and if thought fit, to pass the following resolution, with or without modifications, if any, as special resolution: “RESOLVED THAT in accordance with Section 14 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder, for the time being in force, the consent of the shareholders of the Company be and is hereby accorded, by way of special resolution, to adopt the amended articles of association of the Company in substitution and exclusion of the existing articles of association. RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the board of directors of the Company be and is hereby authorized to take all such steps and actions and give such directions as it may in its absolute discretion deem necessary and to settle any question that may arise in this regard, without being required to seek any further consent or approval of the shareholders of the Company or otherwise to the end and intent that the shareholders of the Company shall be deemed to have given their approval thereto expressly by the authority of this resolution.” Item No. 2 Appointment of Mr. Jose Enrique Tolosa Aguilar (Nominee of Nickelodeon Asia Holdings Pte Ltd) as Director on the Board of Directors of the Company To consider and if thought fit, to pass the following resolution, with or without modifications, if any, as an ordinary resolution: “RESOLVED THAT pursuant to Sections 152 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder, the articles of association of the Company and approval of the Ministry of Information and Broadcasting dated May 5, 2015, consent of the shareholders of the Company be and is hereby accorded to the appointment of Mr. Jose Enrique Tolosa Aguilar having DIN 06552994, and having furnished his consent to act as director of the Company, as director on the board of directors of the Company up to the date of the next annual general meeting of the Company.”

Item No. 3 Appointment of Mr. Robert Marc Bakish (Nominee of Nickelodeon Asia Holdings Pte Ltd) as Director on the Board of Directors of the Company To consider and if thought fit, to pass the following resolution, with or without modifications, if any, as an ordinary resolution: “RESOLVED THAT pursuant to Sections 152 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder, the articles of association of the Company and approval of the Ministry of Information and Broadcasting dated May 5, 2015, consent of the shareholders of the Company be and is hereby accorded to the appointment of Mr. Robert Marc Bakish having DIN 02069095, and having furnished his consent to act as director of the Company, as director on the board of directors of the Company up to the date of the next annual general meeting of the Company.” Item No. 4 Appointment of Mr. Paul Jerome Rourke (Nominee of Nickelodeon Asia Holdings Pte Ltd) as Director on the Board of Directors of the Company To consider and if thought fit, to pass the following resolution, with or without modifications, if any, as an ordinary resolution: “RESOLVED THAT pursuant to Sections 152 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder, the articles of association of the Company and approval of the Ministry of Information and Broadcasting dated May 5, 2015, consent of the shareholders of the Company be and is hereby accorded to the appointment of Mr. Paul Jerome Rourke having DIN 05144789, and having furnished his consent to act as director of the Company, as director on the board of directors of the Company up to the date of the next annual general meeting of the Company.”

For and on behalf of the Board of Directors

Prism TV Private Limited

Sd/-

Vaishali Bosmia Company Secretary

Membership No. 37173 Date: July 31, 2015 Registered Office 1-10-76, Fair Fields, Begumpet, Hyderabad, Telangana- 500 016, India CIN – U93000TG2008PTC062365

NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR

MORE PROXIES, TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

2. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, is annexed

hereto and forms part of this Notice. 3. Members and/or proxies should bring the attendance slips duly filled in at the meeting to avoid

any inconvenience. 4. In terms of the requirements of the Secretarial Standards -2 on “General Meetings” issued by

the Institute of the Company Secretaries of India and approved & notified by the Central Government, Route Map for the location of the aforesaid meeting is enclosed.

For and on behalf of the Board of Directors

Prism TV Private Limited

Sd/-

Vaishali Bosmia Company Secretary

Membership No. 37173 Date: July 31, 2015 Registered Office 1-10-76, Fair Fields, Begumpet, Hyderabad, Telangana- 500 016, India CIN – U93000TG2008PTC062365

EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013 The following explanatory statement, pursuant to Section 102 of the Companies Act, 2013, sets out all material facts relating to the special business mentioned in the accompanying notice and should be taken as forming part of the notice. The board of directors of the Company (“Board”) accordingly recommends the resolutions proposed in the accompanying notice for approval by the shareholders of the Company. The Board has given its approval to the aforesaid proposed resolutions of the Board on July 31, 2015 by way of Circulation.

Item No. 1 Alteration in Articles of Association of the Company The following information is pertinent for the purpose of the proposed resolution for alteration in the articles of association of the Company (“Articles of Association”). The draft of the amended Articles of Association is annexed to this explanatory statement as Annexure I. 1. The Board on October 24, 2014 approved the execution of a shareholder’s agreement by the

Company with Nick Asia, Equator, TV18 and Network18 Media and Investments Limited (“Shareholders’ Agreement”).

2. The Company is required to amend the Articles of Association to incorporate the relevant

provisions of the Shareholders’ Agreement in the Articles of Association. Accordingly, the consent of the shareholders, by way of a special resolution, is required to alter the Articles of Association, pursuant to the provisions of Section 14 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder. Draft of the Articles of Associations proposed to be amended shall be placed at the meeting for inspection by the members and shall also be available for inspection at the registered office / corporate office of the Company during business hours. The Directors recommend the resolution for acceptance by the Shareholders. There is no financial or other interest of the directors, key managerial personnel and their relatives in this resolution except to the extent of Ms. Kshipra Jatana who is also a Director in Equator and Mr. Sanjiv Kulshreshtha who is Director and CFO (KMP) in Equator. Item Nos. 2, 3 and 4 Appointment of Directors on the Board The following information is pertinent for the purpose of the proposed resolutions for appointment of directors on the Board. 1. Pursuant to the provisions of the Shareholders’ Agreement and the SPA, both Nick Asia and

Equator are entitled to appoint 3 nominees each on the Board. 2. The nominees of Nick Asia for appointment as directors on the Board are:

(i) Mr. Jose Enrique Tolosa Aguilar having DIN 06552994; (ii) Mr. Robert Marc Bakish having DIN 02069095; and (iii) Mr. Paul Jerome Rourke having DIN 05144789;

(collectively “Nick Asia Nominees”).

3. The Company had filed applications dated November 5, 2014 and October 21, 2014 with the

MIB seeking approval of the MIB for the appointment of Nick Asia Nominees, as directors on the Board. The MIB vide its letter dated May 5, 2015 has approved the appointment of Nick Asia Nominees as directors on the Board, respectively, and a copy of such approval of the MIB has been annexed hereto as Annexure II.

4. Each of the Nick Asia Nominees have furnished to the Company (i) consent to act as director of

the Company; and (ii) a declaration that he/she is not disqualified from being appointed as a director of the Company. Detailed profiles of all the 3 (three) nominees are annexed to this explanatory statement as Annexure III in compliance with the Secretarial Standards.

Annexure II and Annexure III shall be placed at the meeting for inspection by the members and shall also be available for inspection at the registered office / corporate office of the Company during business hours. Accordingly, the consent of the shareholders is required, for confirming the appointment of each of Nick Asia Nominees as directors on the Board, pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder. The Board therefore, submits the resolutions for your consideration and recommends them to be passed as ordinary resolutions. None of the directors, except Mr. Jose Enrique Tolosa Aguilar, Mr. Robert Marc Bakish and Mr. Paul Jerome Rourke, manager, key managerial personnel of the Company, nor any relatives of such directors, managers, key managerial personnel are in any way concerned or interested in this resolution.

For and on behalf of the Board of Directors Prism TV Private Limited

Sd/-

Vaishali Bosmia

Company Secretary Membership No. 37173

Date: July 31, 2015 Registered Office 1-10-76, Fair Fields, Begumpet, Hyderabad, Telangana- 500 016, India CIN – U93000TG2008PTC062365

CIN: U93000TG2008PTC062365 Registered Office: 1-10-76, Fair Fields Begumpet, Hyderabad- 500016, Telangana, India

EXTRA ORDINARY GENERAL MEETING

ATTENDANCE SLIP

DPID Client ID Folio No. No. of Shares

Name : ______________________________________

Address : ______________________________________

Name of Proxy: ______________________________________

(To be filled in, if the Proxy attends instead of the member)

I hereby record my presence at the EXTRA ORDINARY GENERAL MEETING of the

Company on Friday, July 31, 2015 at 4.30 p.m. at at Express Trade Tower, Plot No. 15/16,

Sector 16A, Filmcity, Noida - 201301.

______________________________________________

SIGNATURE OF THE ATTENDING MEMBER/PROXY

NOTE:

1. Member / Proxy holder wishing to attend the meeting must bring the Attendance Slip

duly signed to the meeting and hand it over at the entrance.

2. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or

by Proxy, shall be accepted to the exclusion of the vote of the other joint holders. Seniority

shall be determined by the order in which the names stand in the Register of Members.

PROXY FORM [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN: U93000TG2008PTC062365

Registered Office: 1-10-76, Fair Fields Begumpet, Hyderabad- 500016, Telangana,India

Name of the member (s) Registered address

e-mail Id Folio No/ Client Id DP ID

I/We, being the member (s) of …………. shares of the Prism TV Private Limited, hereby appoint: 1. _______________________ (Name) of ______________________ (Address) having e-mail id

______________________________________ or failing him

2. _______________________ (Name) of ______________________ (Address) having e-mail id ______________________________________ or failing him

3. _______________________ (Name) of ______________________ (Address) having e-mail id

______________________________________

and whose signature(s) are appended below, as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Extra Ordinary General Meeting of the Company, to be held on Friday, July 31, 2015 at 4.30 p.m. at Express Trade Tower, Plot No. 15/16, Sector 16A, Filmcity, Noida - 201301 and at any adjournment thereof in respect of such resolutions as are indicated below:

No. Resolutions For Against

1 Alteration of Articles of Association of the Company

2 Appointment of Jose Enrique Tolosa Aguilar as a Director of the Company

3 Appointment of Robert Marc Bakish as a Director of the Company

4 Appointment of Paul Jerome Rourke as a Director of the Company

Signed this…… day of………….… 2015 ______________________ Signature of shareholder ________________________ ________________________ ________________________ Signature of 1st proxy holder Signature of 2nd proxy holder Signature of 3rd proxy holder Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

Affix Revenue

Stamp

[Brief profiles of Nick Asia Nominees]

Name of the Director Mr. Jose Enrique Tolosa Aguilar

Age 40 years

Qualifications MBA from Harvard Business School in 2004;

B.S. from Georgetown University in 1997

Experience Mr. Tolosa was appointed Operating Officer of Viacom International Media Networks (VIMN) in March 2015. As SVP, Strategy and Business Development from 2009 and EVP, Strategy, Business Development and Operations from 2013, Mr. Tolosa worked with VIMN’s management teams around the world to implement business plans, identify new growth opportunities, oversee key M&A transactions and deliver important operational improvement opportunities. In his seven year career at VIMN, Mr. Tolosa has also fulfilled a number of pan-regional roles and responsibilities, including a period leading Strategy and Business Development in Latin America and a three month stint leading its business in Japan.

Terms and Conditions of appointment Non-Executive Director

Details of remuneration Nil

Date of first appointment July 31, 2015

Shareholding in the Company Nil

Relationship with other director/Manager and other KMP

None

Number of meetings attended during the year N.A.

Directorships of other Board IndiaCast Media Distribution Private Limited

IndiaCast UTV Media Distribution Private Limited

Viacom 18 Media Private Limited

Membership/Chairmanship of Committees of other Board

Nil

Name of the Director Mr. Robert Marc Bakish

Age 51 years

Qualifications M.B.A. from the Columbia University School of Business in 1989; and

B.S. from Columbia's School of Engineering and Applied Science in 1985.

Experience Mr. Bakish has been President and Chief Executive Officer, Viacom International Media Networks, since January 2011. Previously, Mr. Bakish was President of MTV Networks International from January 2007 until December 2010. Prior to that Mr. Bakish held the position of Executive Vice President Operations for Viacom Inc. from May 2004 through December 2006. Mr. Bakish held the position of Chief Operating Officer, Ad Sales, MTV Networks from October 2001 through May 2004. Prior to joining Viacom Inc. in February of 1997, Mr. Bakish was a Management Consultant with Booz Allen and Hamilton and an executive with AT&T.






None






Chairman of CSR Committee of Viacom 18 Media Private Limited

Name of the Director Mr. Paul Jerome Rourke

Age 52 years

Qualifications MBA from Fordham University in 1992; and

B.S. from Seton Hall University

Experience Mr. Rourke has been Chief Financial Officer/Executive Vice President, International Finance & Technology for Viacom International Media Networks since 2011. Mr. Rourke joined MTV Networks in 2006 as Senior Vice President, Finance charged with the oversight of the Treasury Operations and the Consumer Products Division and was then appointed Chief Financial Officer of MTV Networks International in May 2007. Prior to joining MTV Networks, Mr. Rourke worked as Senior Vice President of Treasury Operations for CBS Radio, served as Treasurer of Scient Inc. and held a variety of finance positions at the marketing and communications company Young & Rubicam Inc.






None





Nickelodeon India Private Limited


Member of Nomination & Remuneration Committee of Indiacast Media Distribution Private Limited

Member of Nomination & Remuneration Committee of Indiacast UTV Media Distribution Private Limited

Member of CSR Committee of Viacom18 Media Private Limited

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