| August 16, 2016 |

The power of television

August 16, 2016

Acquisition of Windstar Medical Group ProSiebenSat.1 Media SE

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Highlights

2

Provider of high-quality Health & Wellbeing products

Enterprise value of EUR 85m, cash investment c. EUR 80m

EV/EBITDA acquisition multiple of ~10x (2016E, pre synergies)

Closing is subject to merger control approval (expected in Q4 2016)

Path to 100% ownership through put/call structure

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Majority acquisition (92%) of Windstar Medical Group ✔

Highly synergistic investment across the ProSiebenSat.1 Group

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Rationale

3

No TV presence yet but high TV responsiveness of product portfolio

Strong market know-how, innovation capabilities and retailer relationships

Asset-light business model due to outsourced production

High cross-selling potential with lifestyle commerce and travel assets

High cash conversion and notable margin upside potential

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Strong foundation in growing TV-affine Health & Wellbeing market ✔

Corner

stone asset of

Health & Wellbeing

commerce

vertical

Additional growth potential through accelerated online distribution ✔

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Fashion, Beauty &

Accessories

Home & Living Health & Wellbeing Online Travel

Premium branded products:

Lead Generation:

Engagement platforms:

Reach: TV formats, infomercials

Windstar Medical to become key asset in Health & Wellbeing vertical

7NXT

7Life

Lifestyle Commerce

Online Price

Comparison

Sales: eCommerce, TV & direct sales

Note: minority ownership in Vitafy (29.1%), kiweno (27%)

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Selected brands and product offering

5

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Windstar brands with ideal starting point for TV advertising support

6 Source: WSM OTC Consumer Study 2014, I-Consult Brand Study 2015

Note: Product performance study with selected set of brands only, incl. the top 3 in terms of brand awareness though

…yet low brand awareness

24%

16%

16%

0% 20% 40% 60% 80% 100%

High perceived product performance/efficacy…

46%

0% 10% 20% 30% 40% 50% 60% 70%

Competition

Windstar

Competition

Windstar

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We have already proven our ability to take advantage of health products

7

Successful exit of Lactostop in 2014 ✔

Dynamic growth of Yokebe supported by TV campaign ✔

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Key financials Windstar Medical

8

Targeted CAGR 2016-18E (pro-forma)

2016E (pro-forma)

Revenue growth double-digit %

Rec. EBITDA growth at least in line

with revenues

Revenues ~EUR 70m

Rec. EBITDA ~EUR 9m

Net Income

(excluding P7S1 financing costs) ~EUR 6m

Closing and

consolidation

expected in Q4

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Disclaimer

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