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Acquisition of PARSHIP ELITE Group Prosiebensat.1 Media SE

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Acquisition of PARSHIP ELITE Group Prosiebensat.1 Media SE The power of television September 5, 2016 Acquisition of PARSHIP ELITE Group ProSiebenSat.1 Media SE | September 5, 2016 | Highlights ✔ Majority acquisition (50% plus one share) of PARSHIP ELITE Group ✔ Leading provider of online dating services in German-speaking market ✔ Enterprise value of EUR 300m, cash investment by P7S1 of EUR 200m 1 ✔ Purchase price of EUR 100m and preferred capital of EUR 100m ✔ Oakley Capital and management stay invested (together 50% minus one share) ✔ EV/EBITDA acquisition multiple of ~12x (2016E, pre synergies) ✔ Closing is subject to merger control approval (expected in Q4 2016) | September 5, 2016 | 1) Interest on preferred capital of 6.5% p.a. to be paid by PARSHIP ELITE Group to ProSiebenSat.1 Media SE 2 Rationale 1 ✔ Attractive market with CAGR of >+10% , high single-digit growth going forward ✔ 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 ✔ Opportunity to increase rec. EBITDA margin to up to 30%, up from 21% (2016E) Upside Considerable TV advertising and non-TV synergies expected potential ✔ through joint data initiatives Notable cross-selling potential with lifestyle commerce assets and digital ✔ ad sales 1) Core market Germany, 2012-2015, Source: P7S1 analysis, Singleboersenvergleich market study (reported revenues for PARSHIP and | September 5, 2016 | ELITEPARTNER, estimate for eDarling) 3 PARSHIP ELITE acquisition to constitute new subscription-based online match-making vertical in future Digital Ventures & Commerce segment Online Online Online Price Fashion, Home & Health & Dating Travel Comparison Beauty & Living Wellbeing Accessories Consumer Services Lifestyle Commerce | September 5, 2016 | 4 Professional online match-making is a constantly growing category in the German online dating market [in EURm] German online dating market 200 176 178 162 PARSHIP 154 28 34 ELITE: leading 150 12 24 player in online 35 47 38 25 match-making 40 category in 100 45 Germany 42 42 79 68 50 58 CAGR >+10% 53 (2012-15) 0 2012 2013 2014 2015 Online Matchmaking (e.g, PARSHIP) Casual dating (e.g., C-date) Single platforms web (e.g., Friendscout24) Single platforms apps (e.g., Tinder) | September 5, 2016 | Source: P7S1 Analysis, Singleboersenvergleich market study (reported revenues for PARSHIP and ELITEPARTNER, estimate for eDarling) 5 Meaningful catch-up potential of German online match-making market compared to more mature US market [in EURm] 30% 25% 25% 24% US penetration suggets upside 20% 19% of +80% or >EUR 60m in 15% 14% Germany 10% 5% 0% Germany Austria Switzerland US Source: Consumer Survey, Management information, JP Morgan. US penetration based on unique visitor shares of online match-making | September 5, 2016 | 6 providers, Swiss penetration based on French and German-speaking part PARSHIP ELITE has steadily improved KPIs in its core German-speaking markets Customer lifetime value Average subscription period Renewal rate (indexed) (indexed) +50% 200 160 120 +20% 140 150 120 110 100 100 80 100 60 50 40 90 20 0 0 80 2012 2013 2014 2015 2012 2013 2014 2015 2012 2013 2014 2015 Customer lifetime value (indexed) ELITEPARTNER PARSHIP Renewal rate (indexed) | September 5, 2016 | Source: PARSHIP ELITE Group for Germany, Austria and Switzerland 7 PARSHIP ELITE’s continuous growth driven by youngest target group New registrations1 Subscriber composition by age2 100% 90% 1.5 80% 38% 36% 1.3 1.2 70% 1.1 >7 million online dating 60% 26% users 50% 29% addressable 40% in core market Germany 30% 20% 33% 38% 10% 0% 2012 2013 2014 2015 2012 2015 Number of registrations in million 18-34 35-44 45+ | September 5, 2016 | 1) Total registered users of PARSHIP ELITE Group 2) Based on total subscribers PARSHIP ELITE Group (Germany, Austria, Switzerland) Local market leaders have maintained their positioning over the last decade and enjoy attractive margins 2006 2016 EBITDA margin ~30% target profitability 38% Germany for market leaders Sweden 27% 21% USA France U.K. 1) Revenue as proxy; 2) Mötesplatsen 2014 figure; Match Online Matchmaking EBITDA margin incl. operations in other Match countries; Source: | September 5, 2016 | 9 Company information, JP Morgan We aim for revenue synergies between online match-making business and other existing ProSiebenSat.1 commerce assets Fashion, Beauty & Accessories Online Match-making Events & Gift Cards Online Fitness | September 5, 2016 | 10 We target substantial value creation through market stimulation and elimination of media costs by leveraging idle TV ad inventory EV/EBITDA acquisition multiple on Group level 12x Pro-forma EV/EBITDA Growth of online match- Marketing cost synergies Expected pro-forma multiple at acquisition making category and acquisition EV/EBITDA PARSHIP ELITE's business multiple supported by TV leverage [illustrative indexed data, PARSHIP ELITE acquisition] | September 5, 2016 | Note: Illustrative and simplified value creation mechanism 11 PARSHIP ELITE’s strong presence in German-speaking market is solid foundation for international expansion Revenue split 2015 We intend to further internationalize PARSHIP ELITE’s business Austria Switzerland International Germany | September 5, 2016 | Source: PARSHIP ELITE Group 12 Key financials PARSHIP ELITE Group 2016E (pro-forma full-year) Targeted CAGR 2016-18E (pro-forma) Revenues ~EUR 116m Revenue growth High single-digit % Rec. EBITDA ~EUR 25m To exceed revenue Rec. EBITDA growth growth Net income ~EUR 18m Thereof contribution of underlying net income (after non-controlling ~EUR 9m interests) to P7S1 Group1 Additional FCF from dividend on Closing and ~EUR 4m preferred capital (after tax)2 consolidation expected in Q4 | September 5, 2016 | 1) Excluding P7S1 financing costs 2) Dividend income from preferred capital to be paid in subsequent year 13 Summary ✔ PARSHIP ELITE strongly profitable addition to digital commerce portfolio ✔ 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 | September 5, 2016 | 14 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. | September 5, 2016 | | September 5, 2016 |.
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