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Simon Cowell / SONY BMG London Meeting June 3, 2008.

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Simon Cowell / SONY BMG London Meeting June 3, 2008
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Page 1: Simon Cowell / SONY BMG London Meeting June 3, 2008.

Simon Cowell / SONY BMG

London Meeting

June 3, 2008

Page 2: Simon Cowell / SONY BMG London Meeting June 3, 2008.

2

Syco 3.0Unique Advantages of Partnership With SONY BMG

U.S. Switzerland Poland Taiwan MexicoCanada Sweden Hungary Korea Central AmericaUK/Ireland Austria Turkey Hong Kong U.S. LatinFrance Denmark Russia Indonesia BrazilGermany Norway South Africa India ArgentinaBelgium Finland Australia Singapore ChileNetherlands Greece New Zealand Thailand ColombiaItaly Portugal Japan Malaysia EcuadorSpain Czech Republic China Philippines Venezuela

U.S. Switzerland Poland Taiwan MexicoCanada Sweden Hungary Korea Central AmericaUK/Ireland Austria Turkey Hong Kong U.S. LatinFrance Denmark Russia Indonesia BrazilGermany Norway South Africa India ArgentinaBelgium Finland Australia Singapore ChileNetherlands Greece New Zealand Thailand ColombiaItaly Portugal Japan Malaysia EcuadorSpain Czech Republic China Philippines Venezuela

Continuity of Established SONY BMG Relationships

Around the World

Continuity of Established SONY BMG Relationships

Around the World

Exchange Opportunities With All U.S. Labels

and Key Territories

Exchange Opportunities With All U.S. Labels

and Key Territories

Important Relationships With SONY BMG Parent

Companies

Important Relationships With SONY BMG Parent

Companies

Begins Now! …Not In 2011Immediate Profit Share In Syco and Ronagold Assets

SONY BMG Committed to Invest Required Funds to Achieve JV Goals

Begins Now! …Not In 2011Immediate Profit Share In Syco and Ronagold Assets

SONY BMG Committed to Invest Required Funds to Achieve JV Goals

Page 3: Simon Cowell / SONY BMG London Meeting June 3, 2008.

3

JV Beginning Now! …Not In 2011

Effective January 1, 2008, SONY BMG contributes ~$200M of Syco and Ronagold assets and Pop Idol override

50% of asset value given to SC, now and ongoing

SONY BMG makes $200M flat payment to SC

$100M on signing

$34M in 2010

$66M in 2015 (or earlier if thresholds are met)

50% share of JV profits from January 1, 2008 thru 2015, worth est’d $296M

Additionally, SONY BMG to fund all JV productions and investments

JV Beginning Now! …Not In 2011

Effective January 1, 2008, SONY BMG contributes ~$200M of Syco and Ronagold assets and Pop Idol override

50% of asset value given to SC, now and ongoing

SONY BMG makes $200M flat payment to SC

$100M on signing

$34M in 2010

$66M in 2015 (or earlier if thresholds are met)

50% share of JV profits from January 1, 2008 thru 2015, worth est’d $296M

Additionally, SONY BMG to fund all JV productions and investments

Syco 3.0 – New Improved Proposal

Forecast SC income:Flat payments $200M+ Est’d profit $296M

Total $496M

Note: all other terms as before

Page 4: Simon Cowell / SONY BMG London Meeting June 3, 2008.

4

New Improved Proposal Vs. Prior Offer

Additional $66M On Signing Was $34M, now $100M Interest benefit to SC est’d at $10M

Additional $18M Profit Share 50% Profit Share In 2008 & 2009 (Was 25%)

Additional $28M in post-tax profits to SC

Accelerate Final Flat Payment and Profit Share When Threshold Achieved Vs. All In 2015

Additional $66M On Signing Was $34M, now $100M Interest benefit to SC est’d at $10M

Additional $18M Profit Share 50% Profit Share In 2008 & 2009 (Was 25%)

Additional $28M in post-tax profits to SC

Accelerate Final Flat Payment and Profit Share When Threshold Achieved Vs. All In 2015

ImprovementsImprovements

Page 5: Simon Cowell / SONY BMG London Meeting June 3, 2008.

5

Pre TaxIncome

($ In Millions)

Pre TaxIncome

($ In Millions)

Post TaxIncome

($ In Millions)

Post TaxIncome

($ In Millions)

SC* SONY BMG Worldwide Income

Income Projections: New Improved Proposal

Includes $200M Flat Payment*

Page 6: Simon Cowell / SONY BMG London Meeting June 3, 2008.

6

Understanding of Competitive

Offer

Understanding of Competitive

Offer

SONY BMGOpportunities Are

Far Greater Than AnyCompetitive Offer

SONY BMGOpportunities Are

Far Greater Than AnyCompetitive Offer

SC Pre Tax Income Projections ($ In Millions)

Our Unprecedented Success to Date Is theFoundation to Build A $1 Billion Media Empire

Our Unprecedented Success to Date Is theFoundation to Build A $1 Billion Media Empire

$496M

$557M

$619M

Forecasted Income: % of Base Case100% 125% 150%

$400M $400M $400MSC

Pre

Ta

x In

com

e

$500

$600

$400

50% Participation In Valuable Asset

Portfolio

50% Participation In Valuable Asset

Portfolio

with

Page 7: Simon Cowell / SONY BMG London Meeting June 3, 2008.

7

Shared Ambition to Build A $1Billion Media Company

Add Resources to Coordinate Global TV Activities

Appoint Dedicated SBMG Global Brand Executive Focused On Syco Business

– Responsibilities Include Endorsements, Branding, Sponsorship, Online, Games, Film, Music Publishing, Etc

Create International Structure to Focus On Local Territory Syco Exploitation

Assemble Biannual Meeting of Key Global SBMG/Syco Executives to Brainstorm Opportunities, Develop Plans for Execution

Add Resources to Coordinate Global TV Activities

Appoint Dedicated SBMG Global Brand Executive Focused On Syco Business

– Responsibilities Include Endorsements, Branding, Sponsorship, Online, Games, Film, Music Publishing, Etc

Create International Structure to Focus On Local Territory Syco Exploitation

Assemble Biannual Meeting of Key Global SBMG/Syco Executives to Brainstorm Opportunities, Develop Plans for Execution

RefocusSONY BMG

Organization to Maximize

Exploitation of Syco Assets

RefocusSONY BMG

Organization to Maximize

Exploitation of Syco Assets

Establish LA Presence With Necessary Resources In TV and A&R

Expand In-House TV Producer Team to Deploy On Key Productions

Increase Global Marketing and A&R Resources Accordingly

Establish LA Presence With Necessary Resources In TV and A&R

Expand In-House TV Producer Team to Deploy On Key Productions

Increase Global Marketing and A&R Resources Accordingly

Grow Current TV and Recorded

Music Business

Grow Current TV and Recorded

Music Business

Aggressively Pursue New Business Opportunities

Commit to Provide Funding for Diversification Into New Media Sectors

Aggressively Pursue New Business Opportunities

Commit to Provide Funding for Diversification Into New Media Sectors

Expand Into New Business Areas

Expand Into New Business Areas

Page 8: Simon Cowell / SONY BMG London Meeting June 3, 2008.

Simon Cowell / SONY BMG

London Meeting

June 3, 2008

Page 9: Simon Cowell / SONY BMG London Meeting June 3, 2008.

9

SONY BMG Assets Created Together

Il Divo

CarrieUnderwood

Six

AmelBent

The XFactor

GarethGates

ClayAiken

KelliePickler

ChristopheWillem

PaulPotts

ShayneWard

KellyClarkson

DamienLeith

MichelleMcManus

JordinSparks

GotTalent

ShannonNoll

WillYoung

AnthonyCallea

Robson &Jerome

FantasiaBarrino

Daughtry

TaylorHicks

GuySebastian

Westlife

DavidCook

ElliotYamin

RubenStuddard

LeonaLewis

FiveMark

Medlock

American Inventor

Page 10: Simon Cowell / SONY BMG London Meeting June 3, 2008.

10

Leona Lewis: Most Recent Syco/SONY BMG Global Success

#1 Top Selling Global Album In 2008#1 Top Selling Global Album In 2008

Debut Album AlreadyGold or Platinum in 17Territories; 4M Units

Spirit

•Fastest selling UK debut album ever (375,000 copies in first week)

•Entered US Billboard 200 at #1 - first British solo artist to achieve this with debut release

Bleeding Love

•Best selling UK single of 2007

•First #1 US single by UK female in over 20 years

•Only the second single to ever fall out and return to the number one position on the Hot 100 twice

Debut Album AlreadyGold or Platinum in 17Territories; 4M Units

Spirit

•Fastest selling UK debut album ever (375,000 copies in first week)

•Entered US Billboard 200 at #1 - first British solo artist to achieve this with debut release

Bleeding Love

•Best selling UK single of 2007

•First #1 US single by UK female in over 20 years

•Only the second single to ever fall out and return to the number one position on the Hot 100 twice

Page 11: Simon Cowell / SONY BMG London Meeting June 3, 2008.

1111

Tax Appendix

Page 12: Simon Cowell / SONY BMG London Meeting June 3, 2008.

12

Major New Tax Development

New Tax Structure

100% Capital Gain Benefit to SC

Partial Tax Benefit to SONY BMG

Create New English Limited Liability Partnership (LLP)

SC Will Be Partner In LLP and Furnish Services As A Partner

$200M Flat Payment – 18% Tax Rate for SC Vs. Significant Risk of 41% Rate In Option 3

SC Profit Share – 40% Personal Tax Rate Vs. 46% Corporate Rate

Lower National Insurance Costs for JV

See Tax Appendix for Further Details

Significantly Less Risk of Tax Audit for SC

Page 13: Simon Cowell / SONY BMG London Meeting June 3, 2008.

13

Current Status

SBME - UK

RonagoldSIMCOSimon Current

Employment Contract

Royalty Free

License

Simon Cowell (SC)

Assets Including Intellectual Property

and Goodwill

Royalty Free

License

Page 14: Simon Cowell / SONY BMG London Meeting June 3, 2008.

14

Preliminary Step

SBME - UK

RonagoldSIMCOSimon Current

Employment Contract

SC

Assets Including Intellectual Property

and Goodwill

• Ronagold and SIMCO Give Notice to SBME-UK to Terminate Current Royalty-Free License

Adjusted

License

Adjusted

License

Page 15: Simon Cowell / SONY BMG London Meeting June 3, 2008.

15

Venture Formation

• SBME-UK and SC Incorporate A 50/50 English Limited Liability Partnership (LLP) and Make Nominal Capital Contributions (£50K)

– Initially LLP Could Be Formed Internally Within SBME-UK

• SBME-UK and LLP Enter Into Secondment Agreement Under Which SBME-UK Employee Seconded to LLP On A Part-Time Basis (Employee Will Report to SBME-UK and SC) and Employee Would Invest Capital In Short-Term Interest Bearing Intra-Group Loans

• SBME-UK, SC and LLP Enter Into Joint Venture Agreement Pursuant to Which:– SBME-UK Contributes Its Shares In Ronagold and SIMCO to the LLP As A Gift

– SBME-UK Contributes to the LLP As A Gift Up to $200 Million In Three Tranches (i.e., $67 Million Day 1, $67 Million 2010 and Up to $66 Million In 2015 If Earn-Out Conditions Are Met)

– SC Sells His Intellectual Property For Up to $200 Million (i.e., $67 Million Payable Day 1, $67 Million 2010, and Up to $66 Million In 2015 If Earn-Out Conditions Are Met)

– SBME-UK and SC Agree to Adapt A New LLP Agreement Containing the Terms On Which the LLP Will Be Managed by SBME-UK and SC and Under Which SC Agrees to Devote Substantially All of His Time to A&R On Behalf of the LLP On An Exclusive Basis Until 2015

– SC and SIMCO Agree to Terminate SC’s Current Employment Contract

Page 16: Simon Cowell / SONY BMG London Meeting June 3, 2008.

16

Venture Formation

SBME - UK

SIMCO

Simon Cowell

Ronagold

LLP

50% 50%

IP

100%

$200

Million

$200

Million

Page 17: Simon Cowell / SONY BMG London Meeting June 3, 2008.

17

Structure Tax Advantages

• SBME-UK Should Be Directly Entitled to Amortize 50% of the Cost to the LLP of the Intellectual Property and Goodwill Acquired by the LLP From SC

• Simon's Ability to Claim 18% Tax Rate On the Receipt of $137 Million Plus the Net Present Value of $66 Million Substantially Improves As Compared to Simon's Current Maidmetal Proposal

– As A Matter of English Law, SC Should Be Deemed A Partner and Not An Employee

• SBME-UK Saves Stamp Duty Costs ($1 Million) Since It Is Not Required to Acquire SC’s Shares In Maidmetal


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