EFTA01369728.pdf

Silver Eagle Acquisition Corp's US$272.5mm investment in Videocon d2h I "Deacon 001•1011-1Santa Transaction highlights Transaction summary Transaction mechanics v One of the largest Acquirer Silver Eagle Acquisition Corporation CEAGL, Silver Eag'e investments in the media shareho der and Target Videocon d2h ('d2h') distribution space in India Sdovisc• % acquired c. 38.4% First ever Special Purpose Total consideration US$272.5mm Acquisition Company USS272.5mm cash (SPAC) transaction in Deutsche Bank role Sole financial advisor to SEAC India highlighting Closing date March 31. 2015 Deutsche Bank's ADS of Videocon d211 structuring strength Background of Silver Eagle Acquisition Corporation er Est:R Highlights • Silver Eagle Acquisition Corp., a SPAC founded By Harry Sloan Ics-tks-jIcs;desc. Picnicker l" 's.un Deutsche Bank's and Jeff Sagansky, raised approximately US$325mm in its IPO ssAnfk,. dominance in the SPAC on July 2013 sector globally • Both Jeff and Harry are veterans in the global media industry c. 38.4% c.61.6% — Harry served as Chairman and CEO of Metro-Goldwyn-Mayer Underlines (2005-2009) and Board Chairman of Lionsgate Deutsche Bank's deep — Jeff served as president of CBS Entertainment and Sony understanding of the Pictures Entertainment and as CEO of Paxson media distribution space Communications following the USS50mm QIP for Den Background of Videocon d2h • Silver Eagle delivered net proceeds of US$272.5mm to Networks Videocon d2h • Videocon d2h is part of the Videocon Group which is a leading Indian conglomerate with US$10bn+ assets and US$2bn+ • Videocon d2h issued 32.5mm American Depository Shares revenues ('ADSs') to Silver Eagle, that will trade on NASDAQ • Fastest growing DTH Pay TV player in India with c. 8.4mm • Current d2h shareholders will be entitled to be issued an gross additions over the last 3 years additional 11.68mm ADSs, and the Sponsor will be entitled to be issued an additional 2.0mm ADSs subject to the • Highest equivalent bandwidth network among Indian DTH achievement of certain ADS price targets after closing: 50% of players and extensive pan-India sales and services eam-out after 25% share price increase; remainder alter 50% infrastructure network share price increase Deutsche Bank 42 Corporate Banking Z. Securties CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062163 CONFIDENTIAL SDNY_GM_00208347 EFTA01369728