Financial Year 2012 Analysts’ and Investors’ Conference Call
February 28, 2013
| February 28, 2013 Page 1 2012 Keynote
Thomas Ebeling Chief Executive Officer | February 28, 2013 Page 2 Strong operational and financial progress in 2012
Record year for ProSiebenSat.1 in terms of revenues and recurring EBITDA ✔
Dynamic performance in key growth areas Digital & Adjacent, Content Production and Distribution ✔
Realization of significant shareholder value through operational performance and Nordic disposal ✔
Strong progress in the transformation of P7S1 into a broadcasting, digital entertainment and commerce powerhouse ✔
| February 28, 2013 Page 3 ProSiebenSat.1 has achieved important operational milestones in 2012
Dynamic growth of Ventures & Commerce business of 121%
First time distribution break even in Germany achieved
Red Arrow: Dynamic expansion into key production territories US & UK
Continued price increases in German TV ad market
| February 28, 2013 Page 4 External recurring EBITDA. Financial highlights in FY 2012
[in EURm]
Revenues 2,969.1 +7.7% ✔
Recurring EBITDA 871.7 +2.6% ✔
Underlying net income 415.1 +34.2% ✔
| February 28, 2013 Page 5 2011 and 2012 incl. Nordic and CEE operations, 2011 excl. BE/NL operations. We are ahead of our 2015 revenue growth target – including and excluding Broadcasting International
Revenue growth and degree of achievement [2015 vs. 2010, in percent and EURm]
2015e >250 >150 >250 >100 >750 2015e
100 FY 2012 90 82% 80 68% 70 67%* 54% realized 60 54% FY 2012 50 40 30 22% 40% 20 linear projection EUR 56m EUR 101m EUR 167m* EUR 82m EUR 406m of CMD target 10 FY 2010 0 Broadcasting Broadcasting Digital & Adjacent Content Production P7S1 Group German-speaking International & Global Sales
| February 28, 2013 Page 6 Continuing and discontinued operations. *Revenues excl. 9Live. Three out of four segment grew dynamically in 2012
Broadcasting Broadcasting Digital Content Production 1 German-speaking 2 International 3 & Adjacent 4 & Global Sales
Revenue +EUR 6.5m +EUR 47.7m +EUR 96.8m +EUR 57.7m growth vs. FY 2011 +0.3% +8.4% +38.1% +153.1%
| February 28, 2013 Page 7 Continuing and discontinued operations. Growth of Broadcasting German-speaking slowed by two factors
Negative effect due to Backloaded nature of key growth topics lower program sales Revenue growth effect
✔ ✔
✔ ✔ ✔ Less Adjusted Total ✔ program real growth BCGS sales segment ✔
| February 28, 2013 Page 8 Attractive high growth profile maintained after Nordic exit
2,651 Revenue growth [in EURm] >250 >100
>150 Digital Entertainment >600
>100 Commerce & Ventures >250 Implied >150 Germany CAGR >+5% >50 AUT/CH 2,051* >50 Carriage revenues
2010* Broadcasting Digital & Content Production & 2015e German-speaking Adjacent Global Sales Thereof already EUR 56m EUR 167m* EUR 82m EUR 305m realized Degree of achievement 22% 67%* 82% 51%
| February 28, 2013 Page 9 Continuing operations. *Revenues excl. 9Live. As a leading TV broadcaster we can uniquely exploit digital opportunities
Our vision is to become a broadcasting, digital entertainment and commerce powerhouse by using our TV power and idle ad inventory.
| February 28, 2013 Page 10 TV driving Digital & Adjacent business
Online Music Games Travel & Events Sports & Outdoor Market Places
Beauty & Online Ventures & Perfumes Video Commerce
Health
Home & Living Fashion & TV Power Accessories
Dynamic long-term growth potential as well as revenue and cost synergies
| February 28, 2013 Page 11 Our three key unique strategies
Multi-channel/platform portfolio driven broadcasting strategy 1 • Free/basic pay mass and well targeted niche channels (covering attractive ad target groups) • 360° integration • Ping-Pong TV/Digital • Innovative distribution income models/partnerships
Two-pillar digital business strategy 2 • Entertainment: video, games, music • Commerce: 7 verticals in adjacent segments
Complimentary and synergistic presence in adjacent segments 3 • Music, live, artist management, production, sports
| February 28, 2013 Page 12 Our three core assets…
Cross-promo/ Content Idle Ad Space Bundling Power
Significant quantity Unparalleled Complimentary and quality of content, promotion power adjacent business access to studios fields with good cross-promotion potential
Continued value creation through these assets
| February 28, 2013 Page 13 …can uniquely and competitively drive e-commerce value and revenues…
Media/ad breaks
Appropriate on-screen integration
Intra-/intervertical synergies
D&A bundles (e.g., games, video, music)
Internationalization of D&A partnerships with other TV groups
| February 28, 2013 Page 14 …supported by other levers traditional e-commerce players do not have
Ad space selling (display, video) via video/blogger content and selling skills/teams
Sales listing/promo fee (WKZ) leverage through idle ad space utilization
Driving membership fees via unique P7 offerings
Launching exclusive brands via our unparalleled TV and internet promotion power
| February 28, 2013 Page 15 Our new pillars of growth
Digital & TV Distribution Production 1 2 3 Adjacent 4
Strengthen Gain scale and Create new e-commerce Grow the market, explore low-cost powerful channel portfolio, grow SOA growth production bundles VoD, launch models gaming platforms
| February 28, 2013 Page 16 2012 Financial Performance Review
Axel Salzmann Chief Financial Officer | February 28, 2013 Page 17 We have achieved our FY 2012 targets
✔ FY 2012 financial targets and achievement [incl. discontinued operations]
2012 outlook 2012 achievement
Group revenues mid-single digit growth EUR 2,969.1m +7.7%*
Recurring EBITDA >EUR 850m EUR 871.7m +2.6%*
Interest result and >EUR 50m EUR 66.7m n/a finance cost reduction
Underlying net income further improvement EUR 415.1m +34.2%*
| February 28, 2013 Page 18 *2011 and 2012 incl. Nordic and CEE operations, 2011 excl. BE/NL operations. FY 2012 continuing Group financials
Ext. revenues, ext. recurring EBITDA, ext. EBITDA [FY 2012, in EURm]
Discontinued Group Total Group* operations (continuing operations) Revenues 2,969.1 612.9 2,356.2 Recurring costs -2,111.0 -486.4 -1,624.6 Recurring EBITDA 871.7 126.9 744.8 Recurring EBITDA margin 29.4% 20.7% 31.6%
Non-recurring result -78.3 -13.9 -64.4 EBITDA 793.4 113.0 680.4 EBITDA margin 26.7% 18.4% 28.9%
| February 28, 2013 Page 19 *Incl. Nordic and CEE operations. FY 2012: Recurring EBITDA of continuing operations increased by EUR 19m
Consolidated revenues Recurring EBITDA [in EURm] [in EURm] +7.1% +2.7%
2,500 2,199.2 2,356.2 1,000 2,000 800 725.5 744.8
1,500 600
1,000 400
500 200
0 0 FY 2011 FY 2012 FY 2011 FY 2012
Recurring EBITDA margin: 31.6%
| February 28, 2013 Page 20 Continuing operations. FY 2012: Digital & Adjacent and Content Production & Global Sales together delivered revenue growth of >EUR 150m
External revenues [in EURm] Broadcasting Digital & Adjacent Content Production & German-speaking Global Sales
+0.3% +38.1% +153.1%
2,000 1,903.0 1,909.5 400 351.2 200 1,500 300 254.4 150 137.5* 109.5* 1,000 200 100 500 100 50 95.4 37.7 0 0 0 FY 2011 FY 2012 FY 2011 FY 2012 FY 2011 FY 2012
TV advertising Revenue growth revenues: +1.0% excl. 9Live*: +47.7%
| February 28, 2013 Page 21 Continuing operations. *Total revenues incl. internal revenues. Broadcasting German-speaking: Solid TV advertising revenue growth in Q4 2012
External revenues and recurring EBITDA [in EURm]
Q4 2012 Q4 2011 y-o-y FY 2012 FY 2011 y-o-y Comments
Ext. revenues 629.3 615.7 +2.2% 1,909.5 1,903.0 +0.3% Growing TV advertising and carriage revenues have more than offset lower program sales Thereof ad revs. 583.3 567.1 +2.8% 1,804.2 1,787.5 +0.9%
Maintained profitability Rec. EBITDA 252.0 254.4 -0.9% 660.3 657.7 +0.4% despite reduced high- margin program sales
| February 28, 2013 Page 22 Continuing operations. Digital & Adjacent: All key business units achieved strong double-digit revenue growth in FY 2012
External revenues and recurring EBITDA [in EURm]
Q4 2012 Q4 2011 y-o-y FY 2012 FY 2011 y-o-y Comments
Revenue growth driven by strong performance of Ext. revenues 122.8 80.7 +52.2%1 351.2 254.4 +38.1%2 Ventures unit, maxdome, Online Games and Music business
Segment continues to deliver strong profit growth Rec. EBITDA 30.3 23.7 +27.8%3 89.7 66.9 +34.1%4 as earlier investments pay off
| February 28, 2013 Page 23 Continuing operations. 1) 9Live adjusted revenue growth: 52.5%. 2) 9Live adjusted revenue growth: 47.7%. 3) 9Live adjusted rec. EBITDA growth: 34.2%. 4) 9Live adjusted rec. EBITDA growth: 52.0%.
With limited investment of less than EUR 10m for acquisitions revenue growth accelerated to 48% in Digital & Adjacent
External D&A LTM revenues, LTM recurring EBITDA [in EURm] +48% Our LTM revenue growth 400.0 (y-o-y) +41% improved from +29% to +40% (y-o-y) 350.0 +36% (y-o-y) +48% in the past five +29% (y-o-y) quarters 300.0 (y-o-y) 250.0
200.0 While revenues grew strongly we have 150.0 maintained a recurring 100.0 EBITDA margin of ~25%
50.0
0.0 Q1 2011 Q2 2011 Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Revenues Recurring EBITDA
| February 28, 2013 Page 24 Continuing operations excl. 9Live. Growth rates based on LTM revenues. Content Production & Global Sales: Q4 segment profitability improved on lower integration costs for acquisitions
External revenues, total revenues and recurring EBITDA [in EURm]
Q4 2012 Q4 2011 y-o-y FY 2012 FY 2011 y-o-y Comments
Expansion into key Ext. revenues 37.3 15.8 +136.1% 95.4 37.7 +153.1% territories US and UK as well as in the Nordic region drove revenue growth in Total revenues 55.7 34.5 +61.4% 137.5 109.5 +25.6% 2012
Segment became profitable again in Q4 2012 as Rec. EBITDA 6.2 5.0 +24.0% 4.3 9.6 -55.2% integration efforts beared fruit
| February 28, 2013 Page 25 Continuing operations. In FY 2012 underlying net income from continuing operations exceeded EUR 350m
Income statement [in EURm, continuing operations] Q4 2012 Q4 2011 y-o-y FY 2012 FY 2011 y-o-y Revenues 789.3 712.4 +10.8% 2,356.2 2,199.2 +7.1% Recurring EBITDA 285.7 281.9 +1.3% 744.8 725.5 +2.7% Liability for cartel fine ./. ./. ./. -27.7 ./. ./. Other non-recurring items -16.5 -15.4 -7.1% -36.7 -73.0 +49.7% EBITDA 269.3 266.5 +1.1% 680.4 652.5 +4.3% Depreciation and amortization -27.9 -17.2 -62.2% -79.5 -72.0 -10.4% Operating result (EBIT) 241.3 249.3 -3.2% 600.9 580.5 +3.5% Financial result -25.9 -58.9 +56.0% -144.4 -232.7 +37.9% Thereof interest result -31.3 -44.0 +28.9% -153.2 -197.1 +22.3% Net income* 177.6 166.2 +6.9% 324.7 264.2 +22.9% Underlying net income 178.9 175.9 +1.7% 355.5 272.4 +30.5%
| February 28, 2013 Page 26 Continuing operations. *After non-controlling interests. Net debt improved by EUR 38m despite acquisitions in the amount of >EUR 50m and EUR 246m dividend payment in 2012
Net debt [in EURm] Net financial debt Financial leverage improved to 2.0x on 1,850 December 31, 2012, down from 2.1x last year 1,800 38
1,818 Strong FCF2 of ~EUR 1,750 1,7801 350m before M&A enabled us to reduce 1,700 net debt, carry out bolt-on acquisitions 12/31/2011 Net debt 12/31/2012 and to pay attractive reduction dividend
| February 28, 2013 Page 27 1) Net debt before reclassification of discontinued operations cash of EUR 90.4m. 2) Incl. discontinued operations. Financial leverage: Net debt/LTM recurring EBITDA: LTM recurring EBITDA of EUR 871.7m for continuing and discontinued operations. Use of Nordic disposal proceeds, 2012 dividend proposal
• ProSiebenSat.1 intends to use a partial amount of EUR 500 million of the proceeds for a partial prepayment of term debt under the syndicated facilities agreement of the ProSiebenSat.1 Group • The remainder of the proceeds will be used for reinvestments in the business of the Group. Hence a significant portion of the operating cash flow will be available for other purposes • In coordination with the company`s majority shareholder Lavena, a holding company which is jointly controlled by investment funds of KKR and Permira, the company intends to propose to the coming shareholders` meeting a total dividend distribution in the order of Euro 1.2 billion provided the transaction will be successfully consummated and the business performance is developing in line with expectations
| February 28, 2013 Page 28 Dividend and share class merger proposal 2012
2012 Dividend proposal1 Share class merger proposal to the AGM
• Per preference share EUR 5.65 The company intends to propose a mandatory 1:1 conversion of its non-voting preference shares into • Per common share EUR 5.63 voting common shares • Total dividend payout2 ~EUR 1.2bn In connection with the conversion, which shall be • AGM on July 23, 2013 effected without requirement for the preference Dividend payment on July 24, 2013 shareholders to pay any premium, all common shares would be admitted to trading at the stock exchange
| February 28, 2013 Page 29 1) The dividend proposal is subject to the successful consummation of the Nordic disposal and business performance developing in line with expectations. 2) Dividend payout calculated on the basis of common and preference shares excluding 6.5m treasury shares. Our revenue growth assumptions for 2013
Broadcasting Digital & Adjacent Content Production 1 German-speaking 2 3 & Global Sales
Revenues low single- double-digit double-digit vs. digit growth growth growth FY 2012 0.3% 47.8%* 153.5%
| February 28, 2013 Page 30 Continuing operations. Financial targets for 2013
FY 2013 targets
Group revenue growth mid-single digit
Recurring EBITDA above prior year
Net income further improvement
Net debt | February 28, 2013 Page 31 Continuing operations. 2012 Operational Performance Thomas Ebeling Chief Executive Officer | February 28, 2013 Page 32 Broadcasting 1. German-speaking Thomas Ebeling, Chief Executive Officer | February 28, 2013 Page 33 Ratings impacted by challenging sports year 2012 – Austria with good performance Audience shares [in percent] FY 2011 FY 2012 Germany 28.9% 27.8% Austria 20.2% 20.8% Switzerland 16.1% 14.6% | February 28, 2013 Page 34 Basis for GER: All German TV households (Germany + EU), 14-49 years; Mon-Sun, 3-3h. Source: AGF in cooperation with GfK / TV Scope / ProSiebenSat.1 TV Deutschland Audience Research. CH: Swiss channels SAT.1, ProSieben, kabel eins; key demographics 15–49, since 2011 include solely the use of the Swiss signal/program window. A: Austrian channels SAT.1, ProSieben, kabel eins, PULS 4 and sixx Austria from Jul 3, 2012, onwards. sixx Austria with 0.5% on FY 2012 basis and 1.1% in Q4 2012. Figures for A and CH are based on 24 hours in key demographics (Mon-Sun). Five channel launches and extensions in six years; successful roll-out of female channel sixx across all German-speaking countries Germany Austria Switzerland MAXX May Jan upcoming Jan July Jan Launch date 2010 2013 in 2013 2008 2012 2013 Target audience 20-39 49-64 40-59 20-40 18-49 20-39 3.7 Audience shares, ~1m 14-49 years 1.0 1.1** 0.4* … households FY 2012 YTD FY 2012 H2 2012 Technical reach | February 28, 2013 Page 35 Basis for GER: All German TV households (Germany + EU), 14-49 years; Mon-Sun, 3-3h. * SAT.1 Gold from Jan 17, 2013, onwards. Period: Jan 1-Feb 26, 2013. Source: AGF in cooperation with GfK / TV Scope / ProSiebenSat.1 TV Deutschland Audience Research. CH: Due to panel/data conversion no reportable figures for sixx Schweiz available so fare. A: PULS 4 E 12-49 and sixx Austria; ** sixx Austria from Jul 3, 2012, onwards with 1.1 % in H2 2012 and 0.5% on FY 2012 basis. Figures for A and CH are based on 24 hours in key demographics (Mon-Sun). P7S1 is the leading commercial German TV company in 2012 Audience shares in Germany [in percent] -1.1%pts -2.0%pts 29.3 28.9 27.8 27.3 FY 2011 FY 2012 FY 2011 FY 2012 | February 28, 2013 Page 36 Basis: All German TV households (Germany + EU), 14-49 years; Mon-Sun, 3-3 h; RTL Group incl. RTL, Vox, Super RTL, n-tv and RTL Nitro from Apr 2012 onwards with 0.4% in 2012. Source: AGF in cooperation with GfK / TV Scope / ProSiebenSat.1 TV Deutschland Audience Research. Strong ratings position in Commercial Universe Definition of Commercial Universe Ratings in Commercial Universe Index 2012 in percent; delta vs. 2011 in %pts 100 37.2 35.9 20 75 5 Total TV Ad free Channels TV usage -0.1 usage publics < 0.5 commercial ratings universe -2.1 P7S1 RTL | February 28, 2013 Page 37 Basis: All German TV households (Germany + EU), 14-49 years; Mon-Sun, 3-3 h. Source: AGF in cooperation with GfK / TV Scope / ProSiebenSat.1 TV Deutschland Audience Research. We have extended our prime time leadership position even in challenging sports year 2012 Audience shares in prime time [P7S1 vs. RTL; Δ 2011 and Δ 2012; in percent and %pts] Prime time 2011 2012 29.7% 28.5% 29.0% 25.6% -0.7%pts -2.9%pts Δ 2.2%pts | February 28, 2013 Page 38 Basis: All German TV households (Germany + EU), 14-49 years; Mon-Sun, 20.15-23.00 hrs; RTL incl. RTL, Vox, Super RTL, n-tv and RTL Nitro from Apr 2012 onwards. Source: AGF in cooperation with GfK / TV Scope / ProSiebenSat.1 TV Deutschland Audience Research. Strong P7S1 channel positioning and growth opportunities: New channels and line extensions strengthen station family male Target group structure after age and gender Kids channel Luxury MAXX channel old young upcoming channel existing channels female | February 28, 2013 Page 39 Basis: All German TV households (Germany + EU); Jan 1, 2012, till Dec 31, 2012. Structure features M 14+ and E 14-49 based on E 14+. Source: AGF in cooperation with GfK / TV Scope / ProSiebenSat.1 TV Deutschland Audience Research. Strong position of key channels in relevant target groups Potential channel reference groups and ratings [in percent] 20-59 years 14-39 years 10.2% 15.7% 14.9% 16.7% | February 28, 2013 Page 40 Basis: All German TV households (Germany + EU), TA 1-30, 3-3 hrs; 2012, E 14-49 years. Source: SevenOn Media, Pricing & Media Strategy. Successful launch of SAT.1 Gold in January 2013 Strong YTD ratings Top 3 format highlights* “Fatale Mutterliebe“ in core target group of Ø 0.4% female aged 49-64 years* 2.3% “Die Rache der daily market share in Wanderhure“ up to 0.9% core target group of female aged 49-64 years* 1.9% “Heiratsschwindlerin daily market share in mit Liebeskummer” up to 0.8% target group 14-49** 1.4% | February 28, 2013 Page 41 Basis: All German TV households (Germany + EU), Mon-Sun, 3-3h; period: Jan 1-Feb 26, 2013. * Female, 49-64 years; ** “up to 0.8%“ on Jan 17, 2013 (launch day of channel): 14-49 years. Source: AGF in cooperation with GfK / TV Scope / ProSiebenSat.1 TV Deutschland Audience Research. SAT.1 Gold from January 17, 2013, onwards. Goals for 2013 1 Establish new channels successfully 2 Improve performance of SAT.1 3 Establish new hit franchises 4 Become TV 3.0 leader | February 28, 2013 Page 42 Strong portfolio of top Hollywood studios ensuring blockbuster line-up for 2013 | February 28, 2013 Page 43 Strong access to Germany’s most successful production companies Florida TV Creative Joint Venture of | February 28, 2013 Page 44 One TV brand: multi channel – multi screen HbbTV FREE TV MAXX FREE TV PAY TV .de MAXX.de .de ONLINE | February 28, 2013 Page 45 “The Voice of Germany II“ triggering interaction on “ProSieben Connect“… • Up to 30.2% (Ø 23.4%) share of viewing • ~100k app users • 1.7m website users • 41 min: average length of stay on live polls | February 28, 2013 Page 46 Basis: All German TV households (Germany + EU), 14-49 years; Mon-Sun, 3-3h. Source: AGF in cooperation with GfK / TV Scope / ProSiebenSat.1 TV Deutschland Audience Research. … providing brand awareness and improving TV viewing experience Effects of TV consumption of “The Voice of Germany” and “The Voice Connect” usage [in percent] “Connect” prompts me to watch the 63 show on TV I'm enjoying TVOG on TV even more 63 In ad breaks during the TV show I’m using “Connect” instead of zapping 62 through the channels Through “Connect” I feel to be closely connected to the TV show 49 | February 28, 2013 Page 47 Basis: 537 “Connect“ users. Source: SevenOne Media / New Media Research. Development of channel concepts for attractive ad target groups - to be launched in 2013/14 MAXX Kids channel Luxury channel FTA channels Mature version of Young target group High household income best channel brand target group Basic Pay TV 14-49 years, male orientated 14+ years, 14+ years, premium channel bundles sports channel knowledge/science channel with blockbuster movies and popular US series | February 28, 2013 Page 48 Ad market performance Thomas Ebeling Chief Executive Officer | February 28, 2013 Page 49 We achieved our sales priorities for 2012 Increase TV share in media mix ✔ Continue positive pricing development ✔ Maintain leading TV ad share position ✔ (Pilot decentral advertising model) ✔ | February 28, 2013 Page 50 Sustained leading position in German TV ad market, strong performance in Austria and Switzerland P7S1 gross TV advertising market share [in percent] FY 2012: Net share FY 2011 FY 2012 development* Germany 42.3% 42.8% Austria 30.3% 32.2% Switzerland 25.2% 26.1% | February 28, 2013 Page 51 Source: Germany: gross (excl. 9Live), Nielsen Media Research (data status Jan 2013). Austria: gross, Media Focus. Switzerland: gross, Media Focus. *Own estimates (as of January, 2013). TV and Online gain advertising share – at the expense of print Gross TV ad spendings, Germany [2012 vs. 2011] Δ EURm Media mix, in %pts Total 235 0.9% n.a. TV 226 2.0% 0.5%pts Online 427 17.3% 1.5%pts Radio 76 5.2% 0.2%pts Newspaper -358 -6.6% -1.6%pts Magazines -151 -3.6% -0.7%pts 1.1% Outdoor, Cinema 15 0.0%pts | February 28, 2013 Page 52 Source: Nielsen Media Research (data status Jan 2013). TV share rises in most top industries, slight decrease in business services and beverages Gross TV investments top 10 TV industries, Germany Δ TV in [2012 vs. 2011, in EURm and percent] in EURm Δ in % media mix, in %pts Total White line 226 2.0% -43 11,335 0.5%pts Food -33 1,624 -2.0% 0.6%pts Cosmetics & Toiletries 73 1,428 5,4% 1.6%pts Trade & Shipment 55 958 6.1% 3.7%pts Business Services 28 862 3.4% -0.4%pts Motor Vehicles 75 840 9.8% 0.4%pts Telecommunication 46 705 7.0% 3.4%pts Beverages -30 672 -4.3% -0.5%pts Finance -34 607 -5.4% 1.9%pts Pharmacy 26 511 5.3% 3.2%pts Detergents 3 401 0.6% 0.0%pts | February 28, 2013 Page 53 Source: Nielsen Media Research (data status Jan 2013) / SevenOne Media, Market Intelligence, excl. Media. Growing net TV ad market for the 3rd consecutive year German net TV ad market growth 2012 growth [in percent] [in percent] 8.6% 1.0-2.0% 0.7% 2010 2011 2012e Q1 Q2 Q3 Q4 | February 28, 2013 Page 54 Source: Own estimates based on ZAW. Market research firms expect continuing German TV advertising growth in 2013 German net TV ad market estimates 2013 [in percent] +1.5% +1.9% +1.3% | February 28, 2013 Page 55 Source: ZenithOptimedia Advertising Expenditure Forecasts Dec 2012, Warc International Ad Forecast Nov 2012, PwC German entertainment and media outlook 2012-2016 Oct 2012. Germany: Sales outlook 2013 1 Positive start in January and February 2 Market expected to be flat to slightly positive for full year 3 TV and online will continue to gain at the expense of print 4 P7S1 in line with or slightly above market | February 28, 2013 Page 56 Distribution Conrad Albert Member of the Executive Board for | February 28, 2013 Page 57 Legal, Distribution & Regulatory Affairs Distribution established as key pillar of P7S1 strategy Distribution as growth pillar Sustainable growth with more than EUR 100m revenue growth potential until 2015 • Grow HD • Grow Pay Roll-out of Break even • Launch new services Growth of HD in the in Germany existing German Pay TV market • Establish innovative business business models and strategic partnerships | February 28, 2013 Page 58 Three major growth drivers 1 HD Sale of HD ready devices increased by 70% in 2012 2 Proliferation of platforms Sale of tablets in Germany increased by more than 53% in 2012 3 Consumer demand for new services Platforms show increased need for attractive content and new functions | February 28, 2013 Page 59 Distribution transformed from loss maker into generator of profit EBITDA [Germany, in EURm] Germany Distribution break even reached in Q4 2012 Delta: EUR 19m DACH Distribution break even will be reached by 2011 2012 Q2 2013 | February 28, 2013 Page 60 Customer growth supports revenue potential HD Free subscribers Pay TV subscribers [Germany, AoP, in m] [Germany, AoP, in m] 6.8 5.9 3.3 2.6 Dec 2012 Dec 2015 Dec 2012 Dec 2015 | February 28, 2013 Page 61 Source: P7S1 own inquiry. Note: Subscribers refers to paying subscriptions for Germany. Six levers for future growth ARPU drivers Volume drivers • Attractive channel package • HD penetration • Basic pay at the edge of premium • Distribution on all platforms • Attractive offerings beyond TV • User-focused technical features | February 28, 2013 Page 62 Distribution evolves into wholesale of bundled offerings Strategic rationale Music and Free TV •Increase ARPU Games •Utilize platform’s technical reach •Meet user‘s needs – everywhere Pay TV VoD •Use synergies | February 28, 2013 Page 63 3. Digital & Adjacent Dr. Christian Wegner Chief Digital & Adjacent Officer | February 28, 2013 Page 64 Dynamic growth of 48% and attractive margin of 25% Online Video Online Games Ventures & Music Commerce Dynamic revenue growth of 48% Attractive recurring EBITDA margin of 25% | February 28, 2013 Page 65 Note: External revenue growth excluding 9Live. Recurring EBITDA margin based on external revenues. Market leader with dynamic growth… Online Video Online Games Ventures & Music Commerce #1 InStream Video Ad Sales Leading publisher #1 Media investor #1 Independent label #1 Pay VoD 2012 vs. +27% +65% +121% +37% 2011 | February 28, 2013 Page 66 Note: External revenue growth rates 2012 vs. 2011. We are overall well on track to exceed CMD target D&A revenue growth plan & delivery [in EURm] 435 CMD Target With revenues of EUR 352m we have already achieved 67% of our CMD growth target 352 +250 238 185 2010 2011 2012 2013e 2014e 2015e | February 28, 2013 Page 67 Continuing operations excluding 9Live. We are the online video market leader Online Video •1 Sales market leader: 1.8bn video views, 49% SoA •2 MyVideo is combining the best of TV and Online •3 Best practice Social TV and strong mobile products •4 maxdome is VoD market leader with unrivaled content offering | February 28, 2013 Page 68 1 InStream video market leadership with 1.8bn video views InStream video ad market InStream video, advertising market share [Gross, EURm, Germany] [Gross, Germany] +27% 214 Other 168 19% IP 32% 2012 SevenOne Media 49% 2011 2012 SevenOne Media: 1.8bn video views* in 2012 | February 28, 2013 Page 69 Source: Nielsen Media Research 2012. Note: *2012; incl. UGC, incl. mandates; source: own estimates and Webtrekk. 2 Successful online first events on MyVideo VVs: 5m VVs: 30m VVs: 3.7m VVs: 1.5m VVs: 5m upcoming | February 28, 2013 Page 70 Video views: own sources. 2 13 webstar channels successfully launched – reaching more than 13.5m* total video views in 2012 Let’s Play Together Pietsmiet’s Hard Reset 7m Up to 200k 72k 1.5m Up to 200k 30k total views Facebook video views views fans within video per show fans within 2 per show 8 weeks views months | February 28, 2013 Page 71 * P7S1 Webstars video views in total on MyVideo and YouTube. 2 Launch webstar live events: 8h gaming and poker Last Man Standing • Two webstar teams playing against each other for 8h March 1 • Community base for both teams: 2.5m subscribers launch date • Community can support their teams with energy drinks, snacks, etc., through online voting Webstar Poker • Live Poker event with 8 high-reach webstars • Live Poker event with eight high-reach webstars • Production sponsorship by Pokerstars.de March • Production sponsorship by Pokerstars.de • Teasering and highlights on YouTube launch • Potential for serial format date | February 28, 2013 Page 72 2 Leveraging innovation in digital production Web-only studios in Unterföhring and Cologne Mobile Streaming: Studio-to-go • Up to 7 web-only sets in Unterföhring and Cologne • First “Studio in a Box” solution for web live streaming • High end quality through HD infrastructure… • Live streaming from anywhere • …with low budget production costs: below € 100/min • Developed and assembled by ProSiebenSat.1 Digital | February 28, 2013 Page 73 3 Innovative Second Screen/Social TV apps: "Connect" Second Screen App Social Media Second Screen app of P7S1 • Meeting point to interact with other viewers • "The Voice of Germany" featured on top social (~100k app users, 1.7m website users) media channels (0.7m Facebook fans) • Live polls enrich experience ("Applausometer") – • Formats trigger TV viewing, interaction, and Ø length of stay 41min provide background information • Advertising deals with Volkswagen and Vodafone | February 28, 2013 Page 74 4 maxdome is the leader in the German VoD market Significant growth of active users Other [k] 7% 3% 1% 3% +60% 800 7% 40% SVoD + TVoD 500 9% Market Germany 2012 13% 17% 2011 2012 | February 28, 2013 Page 75 Source: GFK 2013. 4 maxdome offers an extensive catalogue of 50.000+ titles Movies Series Music TV Center Shows Kids Science . Access to local content Nightclub and docu- . In-house production capabilities mentation . Strong relationships with US studios | February 28, 2013 Page 76 4 Improve maxdome user experience on all platforms TV screen Web Mobile • Finish rolling out new Smart TV client • Launch of new portal in Q2 2013 • Launch of mobile apps by March 2013 by end of Q2 2013 • Enhanced user experience and • Available for iOS and Android • Easier to use, better performance interface • Step-by-step access to full maxdome • Improved content discovery and SVoD catalogue recommendations | February 28, 2013 Page 77 Online Games with strong licensing partnerships and international performance Online Games 1• Already 60% of revenues generated outside Germany 2• Successful start of licensing partnership with Sony •3 Expansion of international media partnerships 4• Launch of mobile aggregation platform | February 28, 2013 Page 78 1 Dynamic growth of Online Games fueled by strong pipeline and international media partnerships Significant registrations growth Share of international licensing business [m] [%] +95% 16.0 Germany 42% 8.2 58% International 2012 2011 2012 | February 28, 2013 Page 79 2 Two blockbuster titles successfully launched in 2012 June '12 >2 m Nov '12 >1.5 m launch launch registrations registrations date date | February 28, 2013 Page 80 3 14 international TV and Online partnerships – Lighthouse partnerships signed with TF1 and Doğan Existing partnerships Lighthouse examples • Partnership with TF1 started in Aug • French games market with 24m active gamers and EUR 3bn consumer spending • Exclusive partnership signed with • 34 leads currently under Doğan TV Holding in October advanced negotiations • Turkish games market with 22m Existing partner Under negotiation active gamers | February 28, 2013 Page 81 4 Launch of mobile aggregation games app replicating online channelling success • Aggregator and curator of mobile games • Stimulation of multi- device gaming activities • Cross-promotion opportunities Officially launched in Germany in January 2013 supported by exclusive partnership with | February 28, 2013 Page 82 Source: Newzoo 2012, PWC 2012-2016. Strong performance in Ventures & Commerce Ventures & Commerce •1 Unique position enabled dynamic revenue growth of 121% •2 Clear focus on 7 segments, 3 business models & strong ecosystem Portfolio of 52 ongoing deals, thereof 9 strategic deals •3 Launch of incubation with experienced leadership team | February 28, 2013 Page 83 1 Unique position enabled dynamic revenue growth Significant revenue growth [EURm] +121% 2011 2012 | February 28, 2013 Page 84 2 Clear focus on seven segments, three business models & strong ecosystem Market Travel & Sports & Beauty & Fashion & Home & Health Places Events Outdoor Perfumes Accessories Living Opportunistic 43 deals Strategic In progress Incubation New Incubator: Epic companies Online marketing Creative Ecosystem agency agency | February 28, 2013 Page 85 2 Focus on assets with 5 sources of synergies Sales promotion Monetization of budgets (WKZ) video content Transaction income Subscription/ Private Label membership revenues | February 28, 2013 Page 86 2 Strategic: new SevenVentures deals Beauty & Sports & Fashion & Perfumes Outdoor Accessories • Premium online beauty • Digital market place for outdoor • Innovative and user-friendly shopping (perfumes, beauty products fashion search engine and personal care) • Path-to-majority investment • Path-to-majority investment, • Two-step investment based on (up to 100%) based on current stake of 22.1% milestones, P7S1 currently with milestones, current stake of 13.6% stake (up to 25.2%) 19.9% | February 28, 2013 Page 87 3 New e-commerce incubator in Berlin led by strong team Uli Erxleben • Previously MD USA at Rocket Internet • Interim-CEO of 3 ventures Adrian Frenzel • Previously senior engagement manager at McKinsey • 5 years experience of production systems design Mato Peric Janosch Novak • Previously Global CFO at Rocket • Previously global partner at Rocket Internet GmbH Internet GmbH • CEO of Rocket Internet’s global e-commerce portfolio • Led development of global finance standards | February 28, 2013 Page 88 3 First incubation project "Gymondo“ launched within 10 weeks • New online fitness portal with personal training videos • Workout anywhere, anytime with mobile apps • Users receive an individual training plan depending on personal workout targets • Personal statistics & Facebook peer group comparison • Monthly membership fee of 12.90 EUR | February 28, 2013 Page 89 P7S1 launched first accelerator program in Germany Application Demo Day 3 months • Application criteria Coaching & • Individual advice, workshops • Present to Mentoring • E.g., legal, finance, tech • Early-stage • VCs • Media & online professionals • Product or prototype Contacts • Angels • Contacts into P7S1 world • Dinners/networking events • Executives • 100+ applications Networking • Access to industry experts • Raise capital • 20 pitch finalists invited Funding • EUR 25k • Find customers • Up to 7 start-ups • Create awareness selected into program Office space • "Media hub" Unterfoehring First program to start in April 2013 | February 28, 2013 Page 90 60% of top 20 artists promoted by Starwatch; 8 Gold/Platinum albums Music 1• Strong growth: +37% in flat markets 2• Expansion into live events and ticketing 3• Huge success story with Heino's new album | February 28, 2013 Page 91 1 Starwatch is media major No. 1 in Germany – unique combination of music label and "Power of TV" Significant revenue growth [EURm] 60% of top 20 artists promoted by Starwatch +37% Gold Alanis Morissette, Joe Cocker, Lena, Led Zeppelin, Adya Platinum Xavier Naidoo, Santiano, Peter Maffay & Tabaluga Exclusive Robbie Williams image 2011 2012 campaign on ProSieben | February 28, 2013 Page 92 2 Starwatch is expanding into live events and ticketing Live Ticketing 11 • Over 50 live media cooperations • Launched in January 2013 • First sport project "Nitro Circus" • Deep integration into ProSiebenSat.1 world • Numerous branded entertainment cooperations • Ticket sales across all channels as well as (incl. Tarzan, Rocky, Apassionata) own event developments | February 28, 2013 Page 93 3 Heino's cover album "Mit freundlichen Grüßen" going straight to No. 1 at launch • New cover song album going straight to #1 chart position • Amazon bestseller rank from #3,500 to #1 within one day • Most legally downloaded German album ever • Exceptionally positive reviews (4.5 stars on Amazon) • Huge media coverage across all channels (TV, online, print, social) • Media presence in key TV programs | February 28, 2013 Page 94 We see further upside potential beyond our initial CMD target D&A revenue target [in EURm] Additional growth potential beyond our plan 435 A Bolt-on acquisitions 185* B New incubation activities C Increased digital market growth 2010 2015e | February 28, 2013 Page 95 *Continuing operations excl. 9live. Content Production & 3. Global Sales Thomas Ebeling Chief Executive Officer | February 28, 2013 Page 96 Solid growth in scale across portfolio of activities in 2012 • More than 500 formats currently in development Development • 350+ pitch-ready titles • hours produced in 2012, Production 600+ covering both scripted and non-scripted content • 500+ titles in the 2012 catalogue Sales • Programs sold into more than 150 countries | February 28, 2013 Page 97 Powerful footprint in key territories USA and UK established: Four acquisitions in 2012… 115m TV households 27m TV households August 2012 May 2012 December 2011 March 2012 August 2010 March 2012 April 2011 February 2011 18 production assets across nine territories | February 28, 2013 Page 98 Source: Nielsen / BARB. … generating top-rated shows for leading broadcasters 2nd season | February 28, 2013 Page 99 Stellar ratings for “THE TASTE” premiere on ABC (No.1 non-fiction debut in two years) • Also picked up by Nine (AUS), FOX (India), M6 (FR) • Food-based competition-elimination series • Four superstar chefs, including Nigella Lawson • Format innovation with first-time ever blind tasting | February 28, 2013 Page 100 Recent global sales success and broadcaster traction in both scripted and non-fiction genres 1 | February 28, 2013 Page 101 Red Arrow International is a preferred partner for sought-after programs • Star comeback: • Top partnership: • International hit: • Unique content: Jean Reno’s first TV Netflix secured as Rose d’Or and Emmy high quality English- lead role since 90’s co-producer for Award winner language TV movies second season with renowned cast • Sold into 120+ • Sold to 30+ territories • Sold into 130+ territories • Volume deals with top territories broadcasters (incl. M6 FR, Antena3 SP) Ability to secure distribution rights against strong competition driven by excellent track record of packaging and pre-selling shows | February 28, 2013 Page 102 Rapid sales success since Hong Kong launch in Q3 2012 India, Singapore, Philippines, New Zealand, Australia China, 26 eps. Thailand, 26 eps. Asia: Booming TV market and advertising revenues China (CCTV), 52 eps. with >50% of TV households worldwide Source: IDATE, according to World Television Markets January 2012. | February 28, 2013 Page 103 Source: IDATE, according to World Television Markets January 2012. From a start-up to top 10 in under three years Rank Independent production group1 Rank1 Distribution company 1 FremantleMedia 1 BBC Worldwide 2 Endemol 2 FremantleMedia 3 Shine 3 ITV Global Entertainment 4 All3Media 4 Endemol (EWD) 5 Zodiak 5 Red Arrow International 6 Banijay 6 Zodiak Rights 7 Eyeworks 7 Shine 8 Red Arrow Entertainment Group 8 All3Media 9 Talpa 10 Tinopolis | February 28, 2013 Page 104 Based on est. 2011 revenues. Source: Red Arrow analysis and company information. Based on 2011 gross revenues. Source: Red Arrow analysis and company information. 1Defined as working independently regardless of ownership by a broadcaster group or studio. 1Cut-off at EUR 50m gross revenues. Strategic priorities for 2013 1 Continue to drive Red Arrow profitability and growth 2 Grow global presence in key factual reality and entertainment genres 3 Continuously optimize portfolio 4 Drive IP rights portfolio 5 Maintain healthy balance between original and 3rd-party content | February 28, 2013 Page 105 Summary and Outlook Thomas Ebeling Chief Executive Officer | February 28, 2013 Page 106 Excellent performance in 2012 – good start into 2013 ✔ Strong financial performance in 2012 ✔ Further successful progress in executing our growth strategy ✔ Promising start into 2013 in all segments ✔ Very dynamic growth outside traditional TV business continues ✔ Further revenue and earnings growth targeted for 2013 and beyond | February 28, 2013 Page 107 Disclaimer This presentation contains "forward-looking statements" regarding ProSiebenSat.1 Media AG ("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. | February 28, 2013 Page 108 | February 28, 2013 Page 109