IR Presentation Q2/H1 2016

(1)

| Page 1

| February 25, 2016 |

August 4, 2016

ProSiebenSat.1 Media SE

Q2/H1 2016

IR Presentation

(2)

| Page 2

| February 25, 2016 |

Thomas Ebeling CEO

Q2/H1 2016

At a Glance

(3)

| Page 3

| August 4, 2016 | | Page 3

| August 4, 2016 |

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

✔

(4)

| Page 4

| August 4, 2016 | | Page 4

| August 4, 2016 |

Key financials in H1 2016

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

Revenues

Recurring EBITDA

Underlying net income

1,688 424 207

+18%

+9%

+7%

✔

(5)

| Page 5

| August 4, 2016 | | Page 5

| August 4, 2016 |

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

(6)

| Page 6

| August 4, 2016 | | Page 6

| August 4, 2016 |

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%

(7)

| Page 7

| August 4, 2016 | | Page 7

| August 4, 2016 |

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 of 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

(8)

| Page 8

| August 4, 2016 | | Page 8

| August 4, 2016 |

We confirm our positive full-year guidance

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%

✔

(9)

| Page 9

| August 4, 2016 | | Page 9

| August 4, 2016 |

Strong participation in new P7S1 employee share plan

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

of participants invest maximum amount in

multi-year share program first-time

participation of eligible employees¹⁾

at launch of MyShares program

49% 52%

1 2 3 4 Q2/H1 2016 – At a Glance

(10)

| Page 10

| February 25, 2016 |

Q2/H1 2016

Financial Performance Review

Dr. Gunnar Wiedenfels Chief Financial Officer

(11)

| Page 11

| August 4, 2016 | | Page 11

| August 4, 2016 |

Q2 2016: strong revenue and solid recurring EBITDA increase

Continuing operations 0

300 600 900

0 100 200

300 238 254

+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

(12)

| Page 12

| August 4, 2016 | | Page 12

| August 4, 2016 |

Q2 2016: Group revenue growth again driven by all segments

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%

(13)

| Page 13

| August 4, 2016 | | Page 13

| August 4, 2016 |

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 0 25

-20 -10

-48%

Financial result [in EUR m]

Q2 2016

Q2 2015 ⁰

50 100 150 200

+8%

Q2 2016 133

Q2 2015¹⁾ 122

Underlying net income [in EUR m]

(14)

| Page 14

| August 4, 2016 | | Page 14

| August 4, 2016 |

H1 2016: first half demonstrates strong underlying trends

Continuing operations 0

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

0 100 200 300 400

500 390 424

+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%

(15)

| Page 15

| August 4, 2016 | | Page 15

| August 4, 2016 |

H1 2016: solid TV business complemented by dynamic growth of Digital & Adjacent and Red Arrow

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%

(16)

| Page 16

| August 4, 2016 | | Page 16

| August 4, 2016 |

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 0 25

-48 -34

-30%

Financial result [in EUR m]

H1 2016

H1 2015 ⁰

50 100 150 200 250

+7%

H1 2016 207

H1 2015¹⁾ 193

Underlying net income [in EUR m]

(17)

| Page 17

| August 4, 2016 | | Page 17

| August 4, 2016 |

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]

2016Q2 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

(18)

| Page 18

| August 4, 2016 | | Page 18

| August 4, 2016 |

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

2016Q2 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, organic 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

(19)

| Page 19

| August 4, 2016 | | Page 19

| August 4, 2016 |

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

2016Q2 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 of 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 of

profitability, recurring EBITDA margin exceeded 10%

(20)

| Page 20

| August 4, 2016 | | Page 20

| August 4, 2016 |

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 0 ./. 5 0 ./.

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%

(21)

| Page 21

| August 4, 2016 | | Page 21

| August 4, 2016 |

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

1,782

223

2,005

0 500 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

(22)

| Page 22

| August 4, 2016 | | Page 22

| August 4, 2016 |

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%

(23)

| Page 23

| February 25, 2016 |

August 4, 2016 Thomas Ebeling CEO

Broadcasting German-

speaking & Red Arrow

(24)

| Page 24

| August 4, 2016 | | Page 24

| August 4, 2016 |

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

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%)

(25)

| Page 25

| August 4, 2016 | | Page 25

| August 4, 2016 |

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 29.1 29.4

28.4 28.8 27.3

May 2016 April 2016

March 2016 February 2016

January 2016

+0.3 -4.4 +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)

(26)

| Page 26

| August 4, 2016 | | Page 26

| August 4, 2016 |

… 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

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

(27)

| Page 27

| August 4, 2016 | | Page 27

| August 4, 2016 |

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

+8.9∆ +4.8∆ %pts

%pts

(28)

| Page 28

| August 4, 2016 | | Page 28

| August 4, 2016 |

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

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%

(29)

| Page 29

| August 4, 2016 | | Page 29

| August 4, 2016 | Source: ProSiebenSat.1 TV Deutschland

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

(Local) commissioned pipeline

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

SeriesNew New

Series

SeriesNew New

Series

SeasonNew New

Examples

New New Episode

(30)

| Page 30

| August 4, 2016 | | Page 30

| August 4, 2016 |

… which includes various formats of Red Arrow

Examples

Red Arrow produced (local) commissioned pipeline

The Taste

Karawane der Köche

Ran an den Mann You & Eye

seasonNew seasonNew

So tickt der Mensch

Married at First Sight

seasonNew New

New New

(31)

| Page 31

| August 4, 2016 | | Page 31

| August 4, 2016 | Note: signing and closing July 15, 2016; 1) FY 2015

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

>40mEUR revenues¹⁾

(32)

| Page 32

| August 4, 2016 | | Page 32

| August 4, 2016 |

… 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 NEW¹⁾

(33)

| Page 33

| August 4, 2016 | | Page 33

| August 4, 2016 |

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⁾

(34)

| Page 34

| August 4, 2016 | | Page 34

| August 4, 2016 |

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

Launch new channel branded apps to strengthen digital reach

2

(35)

| Page 35

| February 25, 2016 |

Broadcasting German-speaking

Ad Market Performance

(36)

| Page 36

| August 4, 2016 | | Page 36

| August 4, 2016 |

Positive TV ad performance …

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

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⁾

✔

(37)

| Page 37

| August 4, 2016 | | Page 37

| August 4, 2016 |

… 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%

(38)

| Page 38

| August 4, 2016 | | Page 38

| August 4, 2016 |

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)

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

(39)

| Page 39

| August 4, 2016 | | Page 39

| August 4, 2016 |

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

(40)

| Page 40

| August 4, 2016 | | Page 40

| August 4, 2016 |

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

(41)

| Page 41

| August 4, 2016 | | Page 41

| August 4, 2016 |

Innovation leader in HbbTV-enabled addressable TV advertising

Universal Pictures

Opel

Volksbanken

Burger King

Telekom

Hyundai

Borco

Peugeot

Tropical Islands

Campaigns29

24 Clients in H1

SwitchIn XXL

SwitchIn

Spot overlay

(42)

| Page 42

| August 4, 2016 | | Page 42

| August 4, 2016 | Source: ZAW (2010-2015); ProSiebenSat.1 estimate, 2016E

Sports effects with limited impact on annual TV ad spend …

German net TV ad market growth

3%

4%

2%

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

(43)

| Page 43

| August 4, 2016 | | Page 43

| August 4, 2016 |

… 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

(44)

| Page 44

| August 4, 2016 | | Page 44

| August 4, 2016 |

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

+2-3%

+4.3% +3.0%

ProSiebenSat.1 internal market estimate

+4.6%

German net TV ad market estimates 2016

(45)

| Page 45

| August 4, 2016 | | Page 45

| August 4, 2016 |

Sales outlook 2016

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

(46)

| Page 46

| February 25, 2016 |

Broadcasting German-speaking

Distribution

Thomas Ebeling CEO

(47)

| Page 47

| August 4, 2016 | | Page 47

| August 4, 2016 |

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

5.7 6.7 4.9

3.7 1.8

Q2 2013

Q2 2012 Q2 2014 CMD

target 2018 Q2 2015 Q2 2016

+1.0m

Q2 2015vs.

+18%

(48)

| Page 48

| August 4, 2016 | | Page 48

| August 4, 2016 |

… 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 of terrestrial distributionfor 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

per monthEUR

>500

freenet shops²⁾

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

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

(49)

| Page 49

| February 25, 2016 |

Digital & Adjacent

(50)

| Page 50

| August 4, 2016 | | Page 50

| August 4, 2016 |

Strong performance of Commerce and Entertainment

Digital Entertainment Revenues

[Q2 2016]

101m

EUR

Revenue growth (%)

[Q2 2016 vs. Q2 2015]

+53%

Revenue growth

[Q2 2016 vs. Q2 2015]

35m

EUR

Ventures &

Commerce

147m

EUR

+50%

49m

EUR

Adjacent

14m

EUR

-26%

-5m

EUR

(51)

| Page 51

| August 4, 2016 | | Page 51

| August 4, 2016 | 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⁾

video views in +95%

Germany³⁾

Channel websites

Multichannel network

Strong growth of our German AdVoD business

+35%

(52)

| Page 52

| August 4, 2016 | | Page 52

| August 4, 2016 |

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 MCN in Germany

ComScore MCN Ranking, June 2016¹⁾

Global

#5 MCN²⁾

#1

Warner Music Broadband

TV TubeOne

Networks Studio71 VEVO

(53)

| Page 53

| August 4, 2016 | | Page 53

| August 4, 2016 |

… 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⁾

(54)

| Page 54

| August 4, 2016 | | Page 54

| August 4, 2016 |

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

+71%

subscribersSVoD ¹⁾

+23%

Total user base³⁾

+32%

Total video views²⁾

Top 3 market position Relaunch in April 2016

Curated recommen-

dations

(55)

| Page 55

| August 4, 2016 | | Page 55

| August 4, 2016 |

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

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

(56)

| Page 56

| August 4, 2016 | | Page 56

| August 4, 2016 |

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

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

(57)

| Page 57

| August 4, 2016 | | Page 57

| August 4, 2016 |

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

Q2 2016 LTM LTM at entry

Assets included

LTM at entry¹⁾ Q2 2016 LTM²⁾

>50%

>100%

Rec. external EBITDA

(58)

| Page 58

| August 4, 2016 | | Page 58

| August 4, 2016 |

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

+23%

revenue growth¹⁾

2)

New verticals

+46%

with contracts

(59)

| Page 59

| August 4, 2016 | | Page 59

| August 4, 2016 |

… 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)

(60)

| Page 60

| August 4, 2016 | | Page 60

| August 4, 2016 |

Successful

integration of largest asset ETI

Continuous &

profitable growth of our travel vertical covering the entire customer journey

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

(61)

| Page 61

| August 4, 2016 | | Page 61

| August 4, 2016 | Notes: Q2 2016 vs. Q2 2015; 1) Barclays research, PhocusWright

Data excellence Increasing scale through

internationalization Push of Überflieger brand through P7S1 TV power

+81%

revenue growth

>20x

¹⁾

market growth

Value drivers

+42%

growth of transaction

volume

Our largest travel asset ETI is notably outperforming the market

(62)

| Page 62

| August 4, 2016 | | Page 62

| August 4, 2016 |

Fashion Beauty &

Accessories Home & Living Health & Wellbeing

We plan to build a unique Lifestyle Commerce ecosystem

Sales platforms: eCommerce, Teleshopping, Direct Sales

Premium branded products:

Lead Generation:

Engagement platforms:

Reach: TV formats, infomercials

7NXT

7Life

(63)

| Page 63

| August 4, 2016 | | Page 63

| August 4, 2016 |

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⁾

Fashion Shoes Home &

Living Acces- sories

>30m

visits¹⁾

(64)

| Page 64

| August 4, 2016 | | Page 64

| August 4, 2016 |

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

…

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

Potential new verticals Existing verticals