September 5, 2016 Acquisition of PARSHIP ELITE Group...Sep 05, 2016 · Leading provider of online dating services in German-speaking market Highlights 1) Interest on preferred capital

| September 5, 2016 |

The power of television

September 5, 2016

Acquisition of PARSHIP ELITE GroupProSiebenSat.1 Media SE

| September 5, 2016 || September 5, 2016 |

Leading provider of online dating services in German-speaking market

Highlights

21) Interest on preferred capital of 6.5% p.a. to be paid by PARSHIP ELITE Group to ProSiebenSat.1 Media SE

Enterprise value of EUR 300m, cash investment by P7S1 of EUR 200m

Purchase price of EUR 100m and preferred capital of EUR 100m1

EV/EBITDA acquisition multiple of ~12x (2016E, pre synergies)

Oakley Capital and management stay invested (together 50% minus one share)

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Majority acquisition (50% plus one share) of PARSHIP ELITE Group✔

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


Rationale

31) Core market Germany, 2012-2015, Source: P7S1 analysis, Singleboersenvergleich market study (reported revenues for PARSHIP and ELITEPARTNER, estimate for eDarling)

High-margin and asset-light consumer subscription business

Strong geographical footprint in German-speaking markets comparable to P7S1

German online match-making category with significant catch-up potential

Considerable TV advertising and non-TV synergies expected

Opportunity to increase rec. EBITDA margin to up to 30%, up from 21% (2016E)

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Attractive market with CAGR of >+10%1, high single-digit growth going forward✔

Notable cross-selling potential with lifestyle commerce assets✔

Upside

potential

through joint

data initiatives

and digital

ad sales


Health &

Wellbeing

Fashion,

Beauty &

Accessories

Home &

Living

Online

Dating

Online

Travel

PARSHIP ELITE acquisition to constitute new subscription-based online match-making vertical in future Digital Ventures & Commerce segment

Lifestyle Commerce

Online Price

Comparison

Consumer Services

4


Professional online match-making is a constantly growing category in the German online dating market

5Source: P7S1 Analysis, Singleboersenvergleich market study (reported revenues for PARSHIP and ELITEPARTNER, estimate for eDarling)

53 5868

79

42 4245

40

47 3835 25

12 2428 34

0

50

100

150

200

2012 2013 2014 2015

German online dating market

Online Matchmaking (e.g, PARSHIP) Casual dating (e.g., C-date)

Single platforms web (e.g., Friendscout24) Single platforms apps (e.g., Tinder)

154 162176 178

PARSHIP

ELITE: leading

player in online

match-making

category in

Germany

CAGR >+10%

(2012-15)

[in EURm]


Meaningful catch-up potential of German online match-making market compared to more mature US market

6

14%

19%

24% 25%

0%

5%

10%

15%

20%

25%

30%

Germany Austria Switzerland US

[in EURm]

Source: Consumer Survey, Management information, JP Morgan. US penetration based on unique visitor shares of online match-making

providers, Swiss penetration based on French and German-speaking part

US

penetration

suggets upside

of +80% or

>EUR 60m in

Germany


PARSHIP ELITE has steadily improved KPIs in its core German-speaking markets

7Source: PARSHIP ELITE Group for Germany, Austria and Switzerland

0

50

100

150

200

2012 2013 2014 2015

Customer lifetime value (indexed)

Customer lifetime value (indexed)

80

90

100

110

120

2012 2013 2014 2015

Renewal rate(indexed)

Renewal rate (indexed)

0

20

40

60

80

100

120

140

160

2012 2013 2014 2015

Average subscription period

ELITEPARTNER PARSHIP

+20%

+50%


PARSHIP ELITE’s continuous growth driven by youngest target group

1) Total registered users of PARSHIP ELITE Group 2) Based on total subscribers PARSHIP ELITE Group (Germany, Austria, Switzerland)

1.11.2

1.3

1.5

2012 2013 2014 2015

New registrations1

Number of registrations in million

33% 38%

29%26%

38% 36%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

2012 2015

Subscriber composition by age2

18-34 35-44 45+

>7 million

online dating

users

addressable

in core market

Germany


Local market leaders have maintained their positioning over the last decade and enjoy attractive margins

91) Revenue as proxy; 2) Mötesplatsen 2014 figure; Match Online Matchmaking EBITDA margin incl. operations in other Match countries; Source:

Company information, JP Morgan

2006 2016

Germany

Sweden

USA

France

U.K.

21%

27%

38%

EBITDA margin

~30% target profitability

for market leaders


We aim for revenue synergies between online match-making business and other existing ProSiebenSat.1 commerce assets

Fashion, Beauty

& Accessories

Online Fitness

Events & Gift

Cards

Online Match-making

10


We target substantial value creation through market stimulation and elimination of media costs by leveraging idle TV ad inventory

Pro-forma EV/EBITDAmultiple at acquisition

Growth of online match-making category and

PARSHIP ELITE's businesssupported by TV leverage

Marketing cost synergies Expected pro-formaacquisition EV/EBITDA

multiple

EV/EBITDA acquisition multiple on Group level

12x

Note: Illustrative and simplified value creation mechanism

[illustrative indexed data, PARSHIP ELITE acquisition]

11| September 5, 2016 |


PARSHIP ELITE’s strong presence in German-speaking market is solid foundation for international expansion

Source: PARSHIP ELITE Group

Revenue split 2015

Austria Switzerland International Germany

We intend

to further

internationalize

PARSHIP

ELITE’s

business

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Key financials PARSHIP ELITE Group

131) Excluding P7S1 financing costs 2) Dividend income from preferred capital to be paid in subsequent year

Targeted CAGR 2016-18E (pro-forma)2016E (pro-forma full-year)

Revenue growth High single-digit %

Rec. EBITDA growthTo exceed revenue

growth

Revenues ~EUR 116m

Rec. EBITDA ~EUR 25m

Net income ~EUR 18m

Thereof contribution of underlying

net income (after non-controlling

interests) to P7S1 Group1

~EUR 9m

Additional FCF from dividend on

preferred capital (after tax)2 ~EUR 4mClosing and

consolidation

expected in Q4


Summary

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Acquisition will be reflected in upward revision of 2018 financial targets (at upcoming CMD)

Financial leverage at YE 2016 expected at upper end of target range of 1.5x to 2.5x

P7S1 confirms dividend pay-out ratio and targets further dividend increase going forward

Management focus on integration of acquired assets and realization of synergies

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PARSHIP ELITE strongly profitable addition to digital commerce portfolio✔


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 orProSiebenSat.1 Group's financial position, business strategy, plans and objectives of management and futureoperations. Such forward-looking statements involve known and unknown risks, uncertainties and other importantfactors that could cause the actual results, performance or achievements of ProSiebenSat.1 or ProSiebenSat.1Group to be materially different from future results, performance or achievements expressed or implied by suchforward-looking statements. These forward-looking statements speak only as of the date of this presentation andare 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. Theinformation in this presentation is subject to change without notice, it may be incomplete or condensed, and itmay not contain all material information concerning ProSiebenSat.1 or ProSiebenSat.1 Group. ProSiebenSat.1undertakes no obligation to publicly update or revise any forward-looking statements or other information statedherein, whether as a result of new information, future events or otherwise.


Documents

September 5, 2016 Acquisition of PARSHIP ELITE Group...Sep 05, 2016 · Leading provider of online dating services in German-speaking market Highlights 1) Interest on preferred capital