[PPT] - Q2/H1 2016 Press Presentation | August 4, 2016 | | Page 1 1 2 3 4 PowerPoint Presentation

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| Page 1 | August 4, 2016 |

The power of television

August 4, 2016

Q2/H1 2016

Press Presentation

Thomas Ebeling, CEO

Dr. Gunnar Wiedenfels, CFO

SLIDE 2

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%

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Q2/H1 2016 – At a Glance

✔ ✔ ✔

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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%

✔ ✔ ✔

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Q2/H1 2016 – At a Glance

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2018 Group revenue growth target and achievement by 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

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

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

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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

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Q2/H1 2016 – At a Glance

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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%

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Q2/H1 2016 – At a Glance

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Q2 2016: Group revenue growth again driven by all segments

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%

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Q2/H1 2016 – Financial Performance Review

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| Page 8 | August 4, 2016 | | Page 8 | August 4, 2016 | 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

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

[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%

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Q2/H1 2016 – Financial Performance Review

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perations)

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

f 1.5-2.5x net debt to recurring EBITDA

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

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Q2/H1 2016 – Financial Performance Review

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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

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Broadcasting German-speaking

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%)

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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

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Broadcasting German-speaking

Q1/2016 Q2/2016

Audience share development Germany (A 14-49)

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Positive TV ad performance

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

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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)

✔

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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

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Digital & Adjacent

+71%

SVoD subscribers1)

+23%

Total user base3)

+32%

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

Curated recommen- dations

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Verivox has achieved a strong performance

New travel vertical

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

New brand campaign

underlining and further driving positioning as trusted consumer portal

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Digital & Adjacent

+23%

revenue growth1)

2)

New verticals with

+46%

contracts

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

+81%

revenue growth

>20x1)

market growth

Value drivers

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Digital & Adjacent

+42%

growth of transaction volume

Our largest travel asset ETI is notably outperforming the market

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Three-pillar strategy of SevenVentures

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Digital & Adjacent

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

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New/extended deals in SevenVentures portfolio1)

SevenVentures added/extended three deals in Q2 2016

C

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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

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We confirm our positive full-year guidance

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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%

✔

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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.

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