PROSPECTUS DATED April 4, 2014 http://www.oblible.com EUR [] [] % Notes due 2021 Issue Price: [•] % ProSiebenSat.1 Media AG (the "Issuer") will issue on or about April 15, 2014 (the "Issue Date") EUR [●] [●] % Notes due 2021 (the "Notes") in the denomination of EUR 1,000 each. The Notes will bear interest from and including April 15, 2014 to, but excluding, April 15, 2021 at a rate of [●] % per annum, payable annually in arrears on 15 April of each year, commencing on April 15, 2015. The obligations under the Notes will constitute unsubordinated and unsecured obligations of the Issuer, ranking pari passu among themselves and pari passu with all other unsubordinated and unsecured obligations of the Issuer, unless such obligations are accorded priority under mandatory provisions of statutory law. The Notes will be governed by the laws of the Federal Republic of Germany ("Germany"). The Notes will be redeemed at par on April 15, 2021 the ("Maturity Date").The Notes may be redeemed, at the option of the Issuer, in whole but not in part, (i) at a price equal to their principal amount outstanding plus any accrued and unpaid interest upon the occurrence of certain changes in applicable tax laws or if 75 % or more of the initial aggregate principal amount of the Notes has been redeemed following the occurrence of a Change of Control Event (as defined herein) or if the redemption date does not fall earlier than 90 days prior to the Maturity Date and (ii) at their Early Call Redemption Amount (as defined herein). The issue price, the aggregate principal amount, the number of Notes, the interest rate, the issue proceeds and the yield of the Notes will be included in the Pricing Notice (as defined in the section Subscription, Sale and Offer of the Notes below) which will be published on the website of the Luxembourg Stock Exchange (www.bourse.lu) on or prior to the Issue Date of the Notes. This prospectus in respect of the Notes (the "Prospectus") constitutes a prospectus within the meaning of Article 5.3 of Directive 2003/71/EC of the European Parliament and of the Council of November 4, 2003, as amended, inter alia, by Directive 2010/73/EU, on the prospectus to be published when securities are offered to the public or admitted to trading (the "Prospectus Directive"). This Prospectus will be published in electronic form together with all documents incorporated by reference on the website of the Luxembourg Stock Exchange (www.bourse.lu) and will be available free of charge at the registered office of the Issuer. This Prospectus has been approved by the Commission de Surveillance du Secteur Financier, Luxembourg ("CSSF") in its capacity as competent authority under the Luxembourg Act dated July 10, 2005 relating to prospectuses for securities (Loi du 10 juillet 2005 relative aux prospectus pour valeurs mobilieres), as amended (the "Luxembourg Prospectus Law"). By approving this Prospectus, the CSSF assumes no responsibility and gives no undertaking as to the economic and financial soundness of the transaction or the quality or solvency of the Issuer in line with the provisions of article 7 (7) of the Luxembourg Prospectus Law. The Issuer has requested the CSSF to provide the competent authority in Germany, the Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), the competent authority in The Netherlands, the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten, "AFM") and the competent authority in Austria, the Finanzmarktaufsicht, with a certificate of approval pursuant to Article 18 of the Prospectus Directive attesting that this Prospectus has been drawn up in accordance with national law implementing the Prospectus Directive (the "Notification"). Application has been made to the Luxembourg Stock Exchange for the Notes to be listed on the official list of the Luxembourg Stock Exchange (the "Official List") and to be admitted to trading on the Luxembourg Stock Exchange's regulated market. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council of April 21, 2004 on markets in financial instruments. The Notes have been assigned the following securities codes: ISIN DE000A11QFA7, Common Code 105548087 and WKN A11QFA. Global Coordinators BNP PARIBAS Commerzbank Crédit Agricole CIB ING The Royal Bank of Scotland Bookrunners Bayerische DNB Markets Mitsubishi UFJ Société Générale SEB UniCredit Bank Landesbank Securities Corporate & Investment Banking The Global Coordinators and the Bookrunners together, the "Joint Bookrunners". Co-Manager SMBC Nikko http://www.oblible.com RESPONSIBILITY STATEMENT The Issuer accepts responsibility for the information contained in this Prospectus and hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect the import of such information. The Issuer further confirms that (i) this Prospectus contains all relevant information with respect to the Issuer and its consolidated subsidiaries (the "ProSiebenSat.1 Group" or the "Group") and to the Notes which is material in the context of the issue and offering of the Notes, including all relevant information which is necessary to enable investors and their investment advisers to make an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of the Issuer and the ProSiebenSat.1 Group and of the rights attached to the Notes; (ii) the statements contained in this Prospectus relating to the Issuer, the ProSiebenSat.1 Group and the Notes are in every material respect true and accurate and not misleading; (iii) any opinions and intentions expressed herein are honestly held and based on reasonable assumptions; (iv) there are no other facts in relation to the Issuer, the ProSiebenSat.1 Group or the Notes the omission of which would, in the context of the issue and offering of the Notes, make any statement in the Prospectus misleading in any material respect; and (v) reasonable enquiries have been made by the Issuer to ascertain such facts and to verify the accuracy of all such information and statements. CONSENT The Issuer consents to the use of the Prospectus for subsequent resale or final placement of the Notes by all financial intermediaries, subject to the following conditions: (i) the use of the Prospectus is strictly limited to the period from on the later of April 10, 2014 and the date of publication of the Pricing Notice following its publication to April 17, 2014; (ii) all offering and/or resale activities (including, but not limited to, all related information, marketing and distribution activities) ("Resale Activities") taken by the relevant financial intermediary must comply with: (x) all applicable laws (including all laws applicable to Resale Activities in the jurisdictions where the respective investors and/or potential investors are located or resident when they are approached by, or have access to, Resale Activities) and (y) all requirements and selling restrictions described in this Prospectus; (iii) the use of the Prospectus is limited to the following jurisdictions: Luxembourg, Germany, Austria and The Netherlands; and (iv) all Resale Activities must be accompanied by the direct hand-over of the Prospectus in its up-to-date form, including all amendments, supplements, additional information, as available at the website of the Luxembourg Stock Exchange (www.bourse.lu) (the "Up-to-date Prospectus"). The Issuer accepts the responsibility for the content of the Prospectus also with respect to subsequent resale or final placement of securities by any financial intermediary which was given this consent to use the Prospectus. At the time of the offer made by any financial intermediary, investors must be provided with the Up-to-date Prospectus (including the terms and conditions of the offer) by that financial intermediary. Further, all financial intermediaries using the Prospectus must state on their website that each of them uses the Prospectus in accordance with the consent and the conditions attached thereto. NOTICE No person is or has been authorized to give any information or to make any representation other than those contained in this Prospectus and, if given or made, such information or representation must not be relied upon as having been authorized by or on behalf of the Issuer or the Managers (as defined in the section "Subscription, Sale and Offer of the Notes"). This Prospectus should be read in conjunction with any supplement hereto and with any other documents incorporated herein by reference. Neither this Prospectus nor any other information supplied in connection with the offering of the Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer or any Manager that any recipient of this Prospectus, or of any other information supplied in connection with the offering of the Notes, should purchase any Notes. Each investor contemplating the purchase of any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. This Prospectus does not constitute an offer of Notes or an invitation by or on behalf of the Issuer or the Managers to purchase any Notes. Neither this Prospectus nor any other information supplied in connection with the Notes should be ii considered as a recommendation by the Issuer or the Managers to a recipient hereof and thereof that such recipient should purchase any Notes. This Prospectus reflects the status as of its date. The offering, sale and delivery of the Notes and the distribution of the Prospectus may not be taken as an implication that the information contained herein is accurate and complete subsequent to the date hereof or that there has been no adverse change in the financial condition of the Issuer since the date hereof.