[PPT] - Q2/H1 2016 IR Presentation | Page 1 | February 25, 2016

SLIDE 1

| Page 1 | February 25, 2016 |

August 4, 2016 ProSiebenSat.1 Media SE

Q2/H1 2016

IR Presentation

SLIDE 2

| Page 2 | February 25, 2016 |

Thomas Ebeling CEO August 4, 2016

Q2/H1 2016

At a Glance

SLIDE 3

Key financials in Q2 2016

Continuing operations

[Q2 2016 vs. Q2 2015; in EUR m]

Revenues Recurring EBITDA Underlying net income 886 254 133

+15% +7% +8%

1 2 3 4

Q2/H1 2016 – At a Glance

✔ ✔ ✔

SLIDE 4

Key financials in H1 2016

Continuing operations

[H1 2016 vs. H1 2015; in EUR m]

Revenues Recurring EBITDA Underlying net income 1,688 424 207

+18% +9% +7%

✔ ✔ ✔

1 2 3 4

Q2/H1 2016 – At a Glance

SLIDE 5

Continued growth across all three business segments

Note: Q2 2016 vs. Q2 2015 and H1 2016 vs. H1 2015; continuing operations, external revenues

Content Production & Global Sales Broadcasting German-speaking Digital & Adjacent

Distribution TV advertising

+1% +7%

Digital Entertainment Ventures & Commerce Adjacent

+53% +50%

26%

+1% +43% +42% +3% +57% +40%

+2% +10% +59% +75%

34%

Revenue growth Q2 H1

1 2 3 4

Q2/H1 2016 – At a Glance

SLIDE 6

2018 Group revenue growth target and achievement by Q2 2016

Note: incl. pro-forma consolidation effects; 1) As of Q2 2016

Degree of achievement 1)

63% 61%

Pro-rata target

58% 58%

Required CAGR by 2018

+7.4% +5.4% 2018 Group revenue and recurring EBITDA target [in EUR m] 2018 segment revenue targets [in EUR m]

2,356 745 3,522 960 4,206 1,095 ProSiebenSat.1 Group Group rec. EBITDA 1,926 335 95 2,181 1,029 302 2,301 1,535 370 Broadcasting German- speaking Digital & Adjacent Content Production & Global Sales

2018 target 2012 Q2 2016 (LTM) 68% 58% 75% 58% 58% 58% +2.2% +17.3% +8.5% 1 2 3 4

Q2/H1 2016 – At a Glance

SLIDE 7

ProSiebenSat.1 is well positioned for future growth

Broadcasting German-speaking

 TV advertising revenue growth

Print to TV media mix shift
Pricing opportunities
Addressable TV advertising
Innovative TV ad products

 Distribution revenue growth

Monetization of HD channels

across all platforms

Mobile/OTT products
New industrial partnerships

Digital & Adjacent

 Dynamically increasing digital video consumption

Strong presence in all key

digital entertainment markets AdVoD/streaming, SVoD, TVoD, MCN, ad tech/data  New commerce ecosystems  Leveraging conversion of TV & commerce  Strong M&A track record

Content Production & Global Sales

 Growing content library

Development and distribution
f new innovative formats

 Growing international customer base  Increasing number of returning shows  Successful acquisitions in the scripted, non-scripted and digital content space Support from very solid macro-economic environment in key markets Germany, Austria and Switzerland

1 2 3 4

Q2/H1 2016 – At a Glance

SLIDE 8

We confirm our positive full-year guidance

Continuing operations

Recurring EBITDA and underlying net income above prior year

✔

Ad performance in line with positive net TV ad market growth range

✔

Digital & Adjacent with double-digit revenue growth

✔

Group revenue growth to exceed +10%

✔

1 2 3 4

Q2/H1 2016 – At a Glance

SLIDE 9

Strong participation in new P7S1 employee share plan

1) Basis: 3,720 employees; 1,823 actually invested an average amount of EUR 691.

f participants invest

maximum amount in multi-year share program first-time participation of eligible employees1) at launch of MyShares program

52% 49%

1 2 3 4

Q2/H1 2016 – At a Glance

SLIDE 10

| Page 10 | February 25, 2016 |

August 4, 2016

Q2/H1 2016

Financial Performance Review

Dr. Gunnar Wiedenfels

Chief Financial Officer

SLIDE 11

Q2 2016: strong revenue and solid recurring EBITDA increase

Continuing operations

300 600 900 100 200 300

254 238 +15% Q2 2016 772 886 Q2 2015

Consolidated revenues [in EUR m] Recurring EBITDA [in EUR m]

Q2 2016 Q2 2015 Recurring EBITDA margin: 29% (-2%pts) +7%

1 2 3 4

Q2/H1 2016 – Financial Performance Review

SLIDE 12

Q2 2016: Group revenue growth again driven by all segments

Continuing operations

Broadcasting German-speaking Key Group revenue growth drivers vs. PY [Q2 2016 external revenues; growth rates in %] Digital & Adjacent Content Production & Global Sales TV advertising EUR 496m, +1% Digital Entertainment EUR 101m, +53% Red Arrow EUR 77m, +42% Distribution EUR 31m, +7% Ventures & Commerce EUR 147m, +50% Adjacent EUR 14m, -26% EUR 541m, +1% EUR 263m, +43% EUR 77m, +42%

1 2 3 4

Q2/H1 2016 – Financial Performance Review

SLIDE 13

Q2 2016: further underlying net income increase

Continuing operations; 1) Q2 2015: underlying net income restated due to retrospective adjustments of valuation effects of put-options and earn-out liabilities

50
25

25

10
20
48%

Financial result [in EUR m]

Q2 2016 Q2 2015

50 100 150 200

+8% Q2 2016 133 Q2 20151) 122

Underlying net income [in EUR m]

1 2 3 4

Q2/H1 2016 – Financial Performance Review

SLIDE 14

H1 2016: first half demonstrates strong underlying trends

Continuing operations

300 600 900 1,200 1,500 1,800 100 200 300 400 500

424 390 +18% H1 2016 1,427 1,688 H1 2015

Consolidated revenues [in EUR m] Recurring EBITDA [in EUR m]

H1 2016 H1 2015 Recurring EBITDA margin: 25% (-2%pts) +9%

1 2 3 4

Q2/H1 2016 – Financial Performance Review

SLIDE 15

H1 2016: solid TV business complemented by dynamic growth

f Digital & Adjacent and Red Arrow

Continuing operations

Broadcasting German-speaking Key Group revenue growth drivers vs. PY [H1 2016 external revenues; growth rates in %] Digital & Adjacent Content Production & Global Sales TV advertising EUR 950m, +2% Digital Entertainment EUR 188m, +59% Red Arrow EUR 140m, +40% Distribution EUR 60m, +10% Ventures & Commerce EUR 293m, +75% Adjacent EUR 23m, -34% EUR 1,034m, +3% EUR 504m, +57% EUR 140m, +40%

1 2 3 4

Q2/H1 2016 – Financial Performance Review

SLIDE 16

H1 2016: positive valuation effects adjusted in underlying net income – earnings improvement driven by operations

Continuing operations; 1) H1 2015: underlying net income restated due to retrospective adjustments of valuation effects of put-options and earn-out liabilities

75
50
25

25

34
48
30%

Financial result [in EUR m]

H1 2016 H1 2015

50 100 150 200 250

+7% H1 2016 207 H1 20151) 193

Underlying net income [in EUR m]

1 2 3 4

Q2/H1 2016 – Financial Performance Review

SLIDE 17

Broadcasting German-speaking: continued positive trend in H1 in line with full-year targets

Continuing operations; recurring EBITDA on entity basis

External revenues and recurring EBITDA [in EUR m] Q2 2016 Q2 2015 y-o-y H1 2016 H1 2015 y-o-y Comments

Ext. revenues

541 535 +1% 1,034 1,005 +3% Q2 TV advertising growth partly affected by earlier Easter; H1 TV advertising growth in line with underlying market trends; Distribution revenue growth driven by HD and mobile distribution TV advertising 496 493 +1% 950 929 +2% Distribution 31 29 +7% 60 54 +10%

Rec. EBITDA

201 197 +2% 332 323 +3% Recurring EBITDA increase in line with revenues, attractive segment margin maintained

1 2 3 4

Q2/H1 2016 – Financial Performance Review

SLIDE 18

External revenues and recurring EBITDA [in EUR m]

Digital & Adjacent: last year’s acquisitions continue to provide significant growth impetus to digital business

Continuing operations; recurring EBITDA on entity basis

Q2 2016 Q2 2015 y-o-y H1 2016 H1 2015 y-o-y Comments

Ext. revenues

263 184 +43% 504 322 +57% Notable revenue and earnings contribution from strongly growing acquired businesses,

rganic growth in H1 affected

by revenue decline in Adjacent, packaged travel business and online games Digital Entert. 101 66 +53% 188 118 +59% Ventures & Commerce 147 98 +50% 293 168 +75% Adjacent 14 19

26%

23 36

34%
Rec. EBITDA

43 37 +15% 78 64 +21% Overall improved profitability but margin continues to reflect mix effect

1 2 3 4

Q2/H1 2016 – Financial Performance Review

SLIDE 19

External revenues and recurring EBITDA [in EUR m]

Content Production & Global Sales: dynamic revenue growth and further margin improvement

Continuing operations; recurring EBITDA on entity basis

Q2 2016 Q2 2015 y-o-y H1 2016 H1 2015 y-o-y Comments

Ext. revenues

77 54 +42% 140 100 +40% Dynamic revenue growth primarily driven by US production business, positive consolidation effects

f

Karga7 and Dorsey Pictures as well as improvement of global sales business Total revenues 96 68 +41% 172 124 +39%

Rec. EBITDA

10 4 >100% 16 5 >100% Continous improvement

f

profitability, recurring EBITDA margin exceeded 10%

1 2 3 4

Q2/H1 2016 – Financial Performance Review

SLIDE 20

Q2/H1 2016: Group P&L – improvement of all key metrics

Continuing operations; 1) Adjusted in underlying net income 2) Result for the period attributable to shareholders of ProSiebenSat.1 Media SE; 3) Adjusted for valuation effects of Group Share Plan, PPA as well as valuation effects of at- equity investments, put-options and earn out liabilities and financial assets; 4) Restated due to retrospective adjustment of valuation effects of put-options and earn-out liabilities

[in EUR m] Q2 2016 Q2 2015 Δ H1 2016 H1 2015 Δ Revenues 886 772 +15% 1,688 1,427 +18% Recurring EBITDA 254 238 +7% 424 390 +9% Non-recurring items 4

12

./.

5
19
74%

Thereof Group share plan1) 5 ./. 5 ./. EBITDA 258 226 +14% 420 371 +13% Depreciation and amortization

47
33

+43%

86
62

+40% Thereof PPA1)

15
7

>+100%

25
11

>+100% Operating result (EBIT) 211 193 +9% 333 310 +8% Financial result

10
20
48%
34
48
30%

Thereof interest result

20
19

+5%

46
40

+13% Thereof valuation effects1) 15

1

./. 14

7

./. Earnings before tax (EBT) 201 173 +16% 299 262 +14% Net income2) 136 118 +16% 203 179 +13% Underlying net income3) 133 1224) +8% 207 1934) +7%

1 2 3 4

Q2/H1 2016 – Financial Performance Review

SLIDE 21

Financial leverage at the end of Q2 2016 well inside target range

f 1.5-2.5x net debt to recurring EBITDA

Financial leverage: Net debt/LTM rec. EBITDA (LTM rec. EBITDA of EUR 960m (previous year: EUR 878m) for continuing

perations)

1,782 223 2,005

500 1,000 1,500 2,000 2,500 30/06/2015 Change 30/06/2016

Net debt [in EUR m]

Net financial debt

Financial leverage

2.0x 2.1x

1 2 3 4

Q2/H1 2016 – Financial Performance Review

SLIDE 22

Financial outlook for 2016

Financial leverage 1.5x – 2.5x Recurring EBITDA above prior year Underlying net income above prior year Group revenue growth >+10%

1 2 3 4

Q2/H1 2016 – Financial Performance Review

SLIDE 23

| Page 23 | February 25, 2016 |

August 4, 2016 Thomas Ebeling CEO

Broadcasting German- speaking & Red Arrow

SLIDE 24

Softer Q2 ratings due to EURO 2016

Basis for GER: All German TV households (GER+EU/German-speaking), A 14-49; Mon-Sun, 3-3 h; Source: AGF in cooperation with GfK/TV Scope/ProSiebenSat.1 TV Deutschland; Basis for A: A 12-49; Mon-Sun, 3-3 h, incl. P7 MAXX Austria and SAT.1 Gold Austria (from Jul 15, 2014 onwards); Basis for CH: D-CH; A 15-49; Mon-Sun, 3-3 h, incl. PULS 8 (from October 8, 2015 onwards); Source: Mediapulse TV-Panel; Source: AGTT/GfK: Fernsehforschung/Evogenius Reporting

1 2 3 4

Broadcasting German-speaking & Red Arrow

Switzerland

(A 15-49)

Austria

(A 12-49)

Germany

(A 14-49)

Q2 2016 16.7% 27.8% 22.6%

Audience share [in %]

Q2 2015 19.0% 29.8% 23.3%

PULS 4

with strongest Q2 in channel history (4.4%)

SLIDE 25

Upward trend continued with expected sports effect in June …

Basis: All German TV households (German-speaking), A 14-49, Mon-Sun, 3-3 h; Source: AGF in cooperation with GfK/TV Scope/ProSiebenSat.1 TV Deutschland

[in %]

25.0 29.4 29.1 28.8 28.4 27.3

May 2016 April 2016 March 2016 February 2016 January 2016

4.4

+0.3 +0.4 +1.1

June 2016

+0.3

1 2 3 4

Broadcasting German-speaking & Red Arrow

Q1/2016 Q2/2016

Audience share development Germany (A 14-49)

SLIDE 26

… which is in line with RTL and expected to be eliminated in H2

Basis: All German TV households (GER+EU/German-speaking), A 14-49; Mon-Sun, 3-3 h; SAT.1 Gold since January 17, 2013, ProSieben MAXX since September 3, 2013; RTL Mediengruppe as of June 2016 incl. RTLplus; w/o RTL II minority; Source: AGF in cooperation with GfK/TV Scope/ProSiebenSat.1 TV Deutschland

1 2 3 4

Broadcasting German-speaking & Red Arrow

Sports year audience share comparison (A14-49)

[in %]

Q2 2012

[in %]

Q2 2014

24.5 20.2 [in %]

Q2 2016

24.3 23.9 25.0 20.8

∆ +4.2%

pts

∆ +4.3%

pts World Cup EURO EURO

Apr May Jun H2 Apr May Jun H2

∆ +0.4%

pts

Apr May Jun H2

SLIDE 27

Audience share (A 14-49)1) Share of advertising2)

We maintain our leading position in the German market

1) Basis: All German TV households (German-speaking), A 14-49, Mon-Sun, 3-3 h; RTL Mediengruppe as of June 2016

incl. RTLplus; w/o RTL II minority; Source: AGF in cooperation with GfK/TV Scope/ProSiebenSat.1 TV Deutschland;

2) Gross values; Source: Nielsen Media Research/SevenOne Media, Sales Steering & Market Insights

[Q2 2016; in %] [Q2 2016; in %]

23.0 27.8 33.5 42.4

1 2 3 4

Broadcasting German-speaking & Red Arrow

+8.9 ∆

%pts

+4.8 ∆

%pts

SLIDE 28

Successful prime time commissioned and US formats in Q2

Basis: All German TV households (German-speaking), A 14-49; Source: AGF in cooperation with GfK/TV Scope/ProSiebenSat.1 TV Deutschland

Examples

1 2 3 4

Broadcasting German-speaking & Red Arrow

Audience share since April 1, 2016

(Local) commissioned

Transformers IV The Mortal Instruments: City of Bones 12 Years a Slave

US blockbusters

Big Countdown Die Beste Show der Welt Divergent Biggest Loser

Highest rated season (#7)

Germany‘s Next Topmodel

20.6% 16.3% 16.2%

Up to

13.8%

Up to

16.4%

Up to

16.9% 17.1%

Up to

20.4%

SLIDE 29

We have a strong commissioned and US line-up in H2 …

(Local) commissioned pipeline

1 2 3 4

Broadcasting German-speaking & Red Arrow

Blindspot CM: Beyond Borders Quantico

(US) license series pipeline

Crime Scene Riviera Event-Movie: The Ripper Promi Big Brother Auswärtsspiel Die Beste Show der Welt

New Series New Series New Series New Series New Season New

Examples

New New Episode

SLIDE 30

… which includes various formats of Red Arrow

Examples

1 2 3 4

Broadcasting German-speaking & Red Arrow

Red Arrow produced (local) commissioned pipeline

The Taste Karawane der Köche Ran an den Mann You & Eye

New season New season

So tickt der Mensch Married at First Sight

New season New New New

SLIDE 31

Award-winning US factual producer 44 Blue joins Red Arrow…

LA-based factual entertainment, docu-series and studio- based show producer, founded in 1984 A-list talent relationships: Mark Wahlberg, Whoopi Goldberg, Jennifer Garner, Dwayne “The Rock” Johnson 600+ episodes of first-run syndicated content Strong management team with over 40 years of combined production experience

1 2 3 4

Broadcasting German-speaking & Red Arrow

EUR >40m

revenues1)

SLIDE 32

… further strengthening our portfolio in the US market

1) Minority invest

Diverse slate of new and returning shows with stellar on-air performances Strong complementary assets Presence across multiple platforms Outstanding broadcaster relationships

NEW

1 2 3 4

Broadcasting German-speaking & Red Arrow

NEW1)

SLIDE 33

Our on-air shows engage audiences worldwide

1) # of countries: format sales, excl. ready-mades (incl. ready-mades: additional 130+ countries)

Amazon Prime Season 2 Co-Production with ABC Australia Season 1 Sky Uno Italy Season 1 Season 3 commissioned Season 2 commissioned

Sold to Sundance US

Season 1 & 2

Sold to 23+ countries1)

1 2 3 4

Broadcasting German-speaking & Red Arrow

SLIDE 34

Broadcasting German-speaking & Red Arrow: outlook 2016

Recovery of Group audience shares after sports events

1

Launch new docu/factual channel to broaden portfolio

3

Leverage TV Germany - Red Arrow relationship for content creation

4

1 2 3 4

Broadcasting German-speaking & Red Arrow

Launch new channel branded apps to strengthen digital reach

2

SLIDE 35

| Page 35 | February 25, 2016 |

August 4, 2016 Thomas Ebeling CEO

Broadcasting German-speaking

Ad Market Performance

SLIDE 36

Positive TV ad performance …

1) Source: Nielsen Media Research; Note: gross figures excl. YouTube and Facebook

1 2 3 4

Broadcasting German-speaking / Ad Market Performance

Continued positive pricing development

✔

Growing number of addressable TV campaigns

✔

P7S1 German-speaking net TV advertising revenue growth of >2% in H1

✔

Continued increase of TV share in media mix1)

✔

SLIDE 37

… despite gross ad share losses in H1 2016

Basis: H1 2016; Source: Nielsen Media Research/Media Focus | Page 37

1 2 3 4

Broadcasting German-speaking / Ad Market Performance

| Page 37

Switzerland Austria Germany

ProSiebenSat.1 gross TV ad market share [in %]

H1 2015 29.0% 44.0% 36.7% H1 2016 26.0% 42.4% 36.4%

SLIDE 38

TV continues to benefit at the expense of other media

Basis: H1 2016; Source: Nielsen Media Research, Online excl. search, affiliate and others not reporting their bookings to Nielsen (e.g. YouTube, Facebook)

1 2 3 4

Broadcasting German-speaking / Ad Market Performance

Gross ad spendings, Germany [H1 2016 vs. H1 2015; in % and %pts] Outdoor, Cinema Magazines Newspapers Radio TV Total Online

0.8%pts
0.7%pts

+1.0%pts 100.0% 47.5% 10.7% 6.0% 16.3% 12.9% 6.6% Share of segment Change in media mix +0.3%pts +0.2%pts +0.0%pts

SLIDE 39

7 out of 10 biggest industries increased TV budgets

Basis: H1 2016; Source: Nielsen Media Research (excl. Media & Publishing and Other Advertising)

1 2 3 4

Broadcasting German-speaking / Ad Market Performance

Gross TV ad spendings of top 10 TV industries, Germany [H1 2016 vs. H1 2015; in EUR m; % and %pts]

924 865 851 766 451 436 387 366 225 210 6.867 13.5% 12.6% 12.4% 11.2% 6.6% 6.4% 5.6% 5.3% 3.3% 3.1%

0.9%

+7.2% +22.4% +25.9%

8.2%

+20.7% +13.6% +9.0%

18.6%

+21.1%

0.7%pts

+0.8%pts +2.2%pts +2.1%pts

2.8%pts

+4.8%pts +0.6%pts +1.6%pts

2.9%pts

+0.9%pts 100.0% +9.5% +1.0%pts in EUR m Share Δ Δ TV in media mix 594

8

58 156 158

40

75 46 30

52

37 in EUR m Detergents Finance Beverages Motor Vehicles Food Business Services Pharmacy Telecommunication Cosmetics & Toiletries Trade & Shipment Total

SLIDE 40

1 2 3 4

Broadcasting German-speaking / Ad Market Performance

6.2 3.4 4.5 4.3 6.4

Gross CPT growth [H1 2016 vs. H1 2015; in %]

CPT increase of all ProSiebenSat.1 core channels in H1

CPT = Cost Per Thousand; Basis: all TV households in Germany (GER+EU/German-speaking); A 14-49, Mon-Sun, 3-3 h; Source: AGF in cooperation with GfK/TV Scope/SevenOne Media/Pricing & Media Strategy

SLIDE 41

Innovation leader in HbbTV-enabled addressable TV advertising

1 2 3 4

Broadcasting German-speaking / Ad Market Performance

Universal Pictures Opel Volksbanken Burger King Telekom Hyundai Borco Peugeot Tropical Islands

29 Campaigns

24 Clients in H1

SwitchIn XXL SwitchIn Spot

verlay

SLIDE 42

1 2 3 4

Broadcasting German-speaking / Ad Market Performance

Sports effects with limited impact on annual TV ad spend …

German net TV ad market growth

3% 4% 2% 1% 1% 2016E 2015 2014 2013 2012 2011

+2-3%

Annual net TV ad market growth rate

+ + + + +

H2 to develop in line with full-year estimate

SLIDE 43

… however deviating seasonality within sports year

Source: ProSiebenSat.1 estimate, 2016E

1 2 3 4

Broadcasting German-speaking / Ad Market Performance

2016E German net TV ad market growth

H1 TV ad market

seasonality reflects timing of Easter and EURO soccer championship 2016

H2 overall expected to be

unaffected by sports events

H1 and H2 TV ad market

growth rates in line with full-year estimate

Market comments

[in %]

Ø

Q1 Q2 Q3 Q4

Quarterly net TV ad market growth rate

SLIDE 44

We expect German TV ad market growth to be unaffected by UK’s Brexit votum

Source: Warc International Ad Forecast 2015/2016 (December 2015); ZenithOptimedia Advertising Expenditure Forecasts (June 2016); Magna Global (Broadcast TV, June 2016); SevenOne Media own estimate

1 2 3 4

Broadcasting German-speaking / Ad Market Performance

+2-3% +4.3% +3.0%

ProSiebenSat.1 internal market estimate

+4.6%

German net TV ad market estimates 2016

SLIDE 45

Sales outlook 2016

1 2 3 4

Broadcasting German-speaking / Ad Market Performance

3 1 2 4

German net TV ad market growth of +2-3% P7S1 to grow in line with positive net TV ad market growth range Further increase of CPTs Continued increase of TV share in media mix

SLIDE 46

| Page 46 | February 25, 2016 |

August 4, 2016

Broadcasting German-speaking

Distribution

Thomas Ebeling CEO

SLIDE 47

We had a dynamic increase of HD subscriptions in Q2 2016 …

Note: HD Free-to-air subscribers Germany shown; paying subscriber figures as reported by platform partners (EoP; subject to subsequent adjustments by platform partners)

1 2 3 4

Broadcasting German-speaking / Distribution

HD subscriber development [in m] 9.2 6.7 5.7 4.9 3.7 1.8

Q2 2013 Q2 2012 Q2 2014 CMD target 2018 Q2 2015 Q2 2016

+1.0m

vs. Q2 2015

+18%

SLIDE 48

… and are well prepared for the new DVB-T2 HD platform

1) Astra Monitor report 2015 published March 2016; 2) freenet shops are operated under the brand mobilcom-debitel

DVB-T2 HD leads to first time monetization

f terrestrial distribution for broadcasters

Free introduction phase started in May 2016 with 6 channels (including ProSieben HD and Sat.1 HD) freenet will push new product in the market through its strong distribution network (online & shops)

1.9m

DVB-T households1)

5.75

EUR per month

>500

freenet shops2)

Full DVB-T2 HD product “freenet TV” will launch in 2017 for EUR 5.75/month

1 2 3 4

Broadcasting German-speaking / Distribution

Long-term contract with freenet TV operator Media Broadcast agreed covering 6 P7S1 HD channels

SLIDE 49

| Page 49 | February 25, 2016 |

August 4, 2016 Thomas Ebeling CEO

Digital & Adjacent

SLIDE 50

Strong performance of Commerce and Entertainment

Digital Entertainment Revenues

[Q2 2016]

EUR

101m

Revenue growth (%)

[Q2 2016 vs. Q2 2015]

+53%

Revenue growth

[Q2 2016 vs. Q2 2015]

EUR

35m

1 2 3 4

Digital & Adjacent

Ventures & Commerce

EUR

147m +50%

EUR

49m

Adjacent

EUR

14m

26%

EUR

5m

SLIDE 51

1 2 3 4

Digital & Adjacent

ProSiebenSat.1 AdVoD revenues, Germany1) [in EURm] Q2 2016 Q2 2015

1) P7S1 AdVoD business, external view, incl. own and operated platforms, Studio71 (GER only), mandates, digital out-of- home and AdTech; P7S1 estimate of net video ad market growth: total incl. YT/FB 45-50%, premium w/o YT/FB +20-25% 2) Source: AGOF Internet Facts; Apr 2016 LTM vs. Apr 2015 LTM, 10+, April most current data; 3) Source: Internal data Q2 2016

vs. PY (GER only, excl. US)

+18%

video unique users2)

+95%

video views in Germany3)

Channel websites Multichannel network

Strong growth of our German AdVoD business

+35%

SLIDE 52

Studio71 remains leading MCN in Germany and globally #5 …

1) Source: ComScore YouTube Partners Report June 2016 (content views, desktop only, incl. music MCNs, Maker and Fullscreen not listed), Studio71 GER and US combined; 2) Source: monthly video views, last 30 days, based on SocialBlade “Top 250 YouTube Networks” report (incl. music MCNs)

1 2 3 4

Digital & Adjacent

#1 MCN in Germany

ComScore MCN Ranking, June 20161)

Global #5 MCN2)

#1

Warner Music Broadband TV TubeOne Networks VEVO Studio71

SLIDE 53

… strongly growing and with high reach per channel

1 2 3 4

Digital & Adjacent

1) Basis: Before CDS acquisition pro forma incl. CDS; Source: YouTube CMS, own calculations; 2) Source: monthly video views per company websites; number of channels per SocialBlade as of March 4, 2016; Studio71 data per management; analysis excl. music MCNs (Vevo, Warner Music, SonyBMG); 3) Based on internal data (YouTube Analytics) >1,200

Channels

>25,200

Channels

>15,900

Channels

>51,400

Channels

>136,400

Channels

0m 1m 2m 3m 4m

Over 4.5m VV/channel

Strong growth of VV continued …

Studio71 global video views1) [in bn]

… with highest reach per channel2)

0.7 1.0 1.3 1.6 1.7 2.0 2.5 3.5 4.3 5.1

Mar Jun Sep Dec Mar Jun Sep Dec Mar Jun 2014 2015 2016 Increase from 3.2m VV/channel in Q1/2016

>420m

subscribers3)

SLIDE 54

maxdome with strong SVoD subscriber growth

1) End of period Q2 2016 vs. end of period Q2 2015; 2) Q2 2016 vs. Q2 2015; 3) Average of period Q2 2016 vs. average of period Q2 2015

1 2 3 4

Digital & Adjacent

+71%

SVoD subscribers1)

+23%

Total user base3)

+32%

Total video views2) Top 3 market position Relaunch in April 2016

Curated recommen- dations

SLIDE 55

First-mover to provide SVoD service to ICE train passengers

Note: 50 titles for free, 1,000 titles in SVoD train package, TVoD titles to be selected, access via Deutsche Bahn Wifi on train; 1) Source: Deutsche Bahn

1 2 3 4

Digital & Adjacent

Multi-year landmark deal with maxdome access on ~260 ICE trains Addressability of ~80m ICE passengers1) per year in Germany Selected free content & unique extension of SVoD model Easy sign-up process to address potential new subscribers

SLIDE 56

We are refocusing our online games business

1) As part of the transaction, ProSiebenSat.1 group is merging its 100% share in ProSiebenSat.1 Games into gamigo AG and will become a minority shareholder in the merged publisher with a 33% share

1 2 3 4

Digital & Adjacent

Strategic merger1) of 7Games and gamigo Disposal of ZeniMax participation

Create a leading games platform in Europe Boost complementary games portfolios Expand geographically and realize synergies

Active in >40 countries P7S1 with 33% share in combined business

U.S. video games developer and publisher Investment part of SBS acquisition Sale of minority stake to ZeniMax

SLIDE 57

Value creation of our M&A activities over the last 5 years

External revenues

1) LTM entry EBITDA incl. airtime cost; 2) LTM Q2 2016 EBITDA excl. airtime cost; EBITDA partly entity based

Ventures & Commerce: successful M&A track record

1 2 3 4

Digital & Adjacent

Q2 2016 LTM LTM at entry

Assets included

LTM at entry1) Q2 2016 LTM2)

>50% >100%

Rec. external EBITDA

SLIDE 58

Verivox has achieved a strong performance …

1) Q2 2016 vs. Q2 2015; 2) Total sold contracts new verticals (non-energy) Q2 2016 vs. Q2 2015

New travel vertical

with technology, service & content from leveraging cross- platform synergies

New brand campaign

underlining and further driving positioning as trusted consumer portal

1 2 3 4

Digital & Adjacent

+23%

revenue growth1)

2)

New verticals with

+46%

contracts

SLIDE 59

… and will become our comparison platform for consumer services

1) Operational collaboration

1 2 3 4

Digital & Adjacent

Verivox marketplace

Leverage Verivox reach and brand as core marketplace for consumer services continuously expanding to new verticals Integrate existing P7S1 Lead Gen assets as whitelabel verticals thereby generating backbone synergies

Financial services Real estate & cars Mobile tariffs New verticals Insurance TelCo Energy OTA Car rental

1)

SLIDE 60

Successful integration of largest asset ETI Continuous & profitable growth

f our travel vertical

covering the entire customer journey

1 2 3 4

Digital & Adjacent

Our travel cluster is continuously growing and is #5 in Europe

Online Travel Ranking2)

#1 #2 #3 #4 #5

+26%1)

pro-forma vertical revenue growth

1) Q2 2016 vs. Q2 2015; 2) Online Travel in Europe based on TTV (Total Transaction Volume); based on latest available data Q1 2016; Source: PhocusWright, European Online Travel Overview, 8th-11th Edition, Morgan Stanley research estimates

SLIDE 61

Data excellence Increasing scale through internationalization Push of Überflieger brand through P7S1 TV power

+81%

revenue growth

>20x1)

market growth

Value drivers

1 2 3 4

Digital & Adjacent

+42%

growth of transaction volume

Our largest travel asset ETI is notably outperforming the market

SLIDE 62

Fashion Beauty & Accessories Home & Living Health & Wellbeing

We plan to build a unique Lifestyle Commerce ecosystem

1 2 3 4

Digital & Adjacent

Sales platforms: eCommerce, Teleshopping, Direct Sales Premium branded products: Lead Generation: Engagement platforms: Reach: TV formats, infomercials

7NXT 7Life

SLIDE 63

New Stylight acquisition complements the ecosystem ...

1) Total sessions in Q2 2016 based on Google Analytics; 2) In the European Online Fashion Aggregator Market excl. Google Shopping based on SimilarWeb visits; Q2 2016; 3) Q2 2016; 4) Acquisition (closing) of remaining 78% on July 1, 2016 (leading to 100% ownership of P7S1) after successful minority invest in December 19, 2012

Connecting lifestyle content, advertising and commerce High international footprint with >800 shops and presence in 15 countries (~50%3) of revenues outside of DACH) #12) Online Fashion Lead Gen aggregator in Europe 100% acquisition in Q2 2016 after successful minority investment4)

1 2 3 4

Digital & Adjacent

Fashion Shoes Home & Living Acces- sories

>30m

visits1)

SLIDE 64

Fitness Sports Wellness Travel Others Fashion Shoes Home & Living Acces- sories Beauty

… and will be transformed into powerful multi-vertical lifestyle platform

Lead Generation platform

…

Leverage Stylight as multi-vertical platform duplicating Verivox’s verticalization approach Use Stylight traffic, content and ad power for revenue synergies with other P7S1 assets Strengthen and leverage international positioning to drive further growth

1 2 3 4

Digital & Adjacent

Potential new verticals Existing verticals

SLIDE 65

>100k >350k +265% growth of units sold

registered customers paying subscribers2)

We intend to lead engaged customers to our Commerce platforms

1) Q2 2016 vs. Q2 2015; 2) 7NXT incl. Gymondo; 3) Exemplary, Q2 2016 purchases by Mach Dich Krass active users

7NXT XT

1 2 3 4

Digital & Adjacent

1)

Engaged customer base

Subscription

f our online

coaching courses

Commerce

Sale of physical goods (apparel, nutrition, books …)

€44

average basket size3)

8%

f users

bought at P7S1 shop3)

SLIDE 66

Flaconi with strong growth position expanding to new categories

1) Acquisition (closing) of remaining 53% stake (leading to 100% ownership of P7S1) on April 1, 2015; 2) Q2 2016

1 2 3 4

Digital & Adjacent

External pro-forma revenues

Q2 2015 Q2 2014 Q2 2016

Expansion into new non-perfume categories Continuous strong growth since P7S1 investment

+29%

y-o-y before P7S1 invest

+153%

y-o-y after minority invest

+98%

y-o-y after 100% acquisition on April 1, 20151)

>25%

f revenues

from beauty & cosmetics2)

SLIDE 67

Building brand and business via advertising and digital/ e-commerce Leveraging our portfolio,

incl. Flaconi, Stylight, Mach

Dich Fit1) and Vitafy Innovative beauty premium brand with high margin growth potential

Acquisition of a minority stake in Wellbeing brand Teatox

1) 7NXT

1 2 3 4

Digital & Adjacent

“America's biggest detox trend”

Bell Media, 2016

SLIDE 68

Three-pillar strategy of SevenVentures

1 2 3 4

Digital & Adjacent

Exits of SevenVentures portfolio Transfer to P7S1’s traditional TV ad business Acquisitions of previous SevenVentures media deals by P7S1

SLIDE 69

New/extended deals in SevenVentures portfolio1)

SevenVentures added/extended three deals in Q2 2016

1 2 3 4

Digital & Adjacent

1) HeilpflanzenWohl closed on July 7, 2016 (related party transaction, for more details please see page 51 in Q2 2016 report).

New New Extended

SLIDE 70

Digital & Adjacent: outlook

Deliver double-digit revenue growth in FY 2016 Continue bolt-on M&A and evaluate partnerships to further drive growth Further internationalize our digital verticals

1 2 3 4

Digital & Adjacent

3 1 2

SLIDE 71

| Page 71 | February 25, 2016 |

August 4, 2016 Thomas Ebeling CEO

Q2/H1 2016

Summary & Outlook

SLIDE 72

We confirm our positive full-year guidance

1 2 3 4

Q2/H1 2016 – Outlook

Continuing operations

Recurring EBITDA and underlying net income above prior year

✔

Ad performance in line with positive net TV ad market growth range

✔

Digital & Adjacent with double-digit revenue growth

✔

Group revenue growth to exceed +10%

✔

SLIDE 73

What to expect from our Capital Markets Day in October

Group

 Trading update  New Group segment structure  M&A track record and strategy  Investment policy and framework

Broadcasting German- speaking

 Improving TV viewing experience  Securing long-term TV advertising growth potential  Market growth

pportunities

 Innovation in TV advertising  TV and commerce convergence

Digital Entertainment/ Ventures & Commerce

 Next level in Digital Entertainment  Expansion of digital entertainment products and new partnerships  Internationalization  Next level of Commerce  Unique commerce ecosystems  Exclusive products  M&A update

Content Production & Global Sales

 Next level of Red Arrow  Key strategies  Portfolio synergies  Digital offering  360° monetization  Broadcasting partnerships

CMD:

October 13, 2016

1 2 3 4

Q2/H1 2016 – Outlook

SLIDE 74

Disclaimer

This presentation contains "forward-looking statements" regarding ProSiebenSat.1 Media SE ("ProSiebenSat.1")

r ProSiebenSat.1 Group, including opinions, estimates and projections regarding ProSiebenSat.1's or

ProSiebenSat.1 Group's financial position, business strategy, plans and objectives of management and future

perations. Such forward-looking statements involve known and unknown risks, uncertainties and other important

factors that could cause the actual results, performance or achievements of ProSiebenSat.1 or ProSiebenSat.1 Group to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements speak only as of the date of this presentation and are based on numerous assumptions which may or may not prove to be correct. No representation or warranty, expressed or implied, is made by ProSiebenSat.1 with respect to the fairness, completeness, correctness, reasonableness or accuracy of any information and opinions contained herein. The information in this presentation is subject to change without notice, it may be incomplete or condensed, and it may not contain all material information concerning ProSiebenSat.1 or ProSiebenSat.1 Group. ProSiebenSat.1 undertakes no obligation to publicly update or revise any forward-looking statements or other information stated herein, whether as a result of new information, future events or otherwise.

SLIDE 75

| Page 75 | August 4, 2016 |