OVERVIEW

Upon completion of the takeover offer, MFE-MEDIAFOREUROPE N.V. (“MFE”) holds 75.6% of the voting rights in ProSiebenSat.1 Media SE. The resulting change of control triggered termination rights under the financing agreements which were exercised by the majority of creditors.
In the course of the takeover offer, MFE provided a financing package with several components totaling EUR 2,100 million to secure terminations due to the change of control. In implementation of this financing package, ProSiebenSat.1 Media SE signed a loan agreement with an international banking consortium on November 7, 2025. This new financing package comprises a term loan of EUR 1,400 million maturing in September 2030 and a revolving credit facility of EUR 400 million, also maturing in September 2030. In addition, the financing package includes a bridge facility of EUR 300 million with an initial term until September 2026 and an option to extend until September 2027. The term loan provides for semi-annual repayments of EUR 70 million starting in March 2027.
The new financing package requires ProSiebenSat.1 Media SE to comply with a standard financial covenant.

The new financing package was used to refinance term loans under the previous senior facilities agreement in an amount of EUR 1,200 million in November 2025 and EUR 647 million of promissory notes in January 2026. The remaining outstanding promissory notes of EUR 53 million are maturing in the period from 2026 to 2029.

Against this backdrop, financing remains stable after the change of control.