OVERVIEW

ProSiebenSat.1 uses various financing instruments and, in July 2025, extended both a large part of the term loans and the revolving credit facility until 2029. The extension was to take effect in September 2025, provided that no change of control occurred.

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 a termination right in the financing agreements; which was 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 loan tranche provides for semi-annual repayments of EUR 70 million starting on March 16, 2027. The three financing components require ProSiebenSat.1 Media SE to comply with a standard financial covenant.

Against this backdrop, financing remains stable after the change of control. In addition, ProSiebenSat.1 repaid promissory notes totaling EUR 226 million on October 1, 2025, as planned.

As part of its strategy the ProSiebenSat.1 Group focuses on sustainable and profitable growth based on three pillars: Entertainment, Dating and Commerce & Ventures. Operating cash flows from current business activities and the use of external financing are part of the financing mix. An important indicator for the corresponding financial planning is the Group's leverage ratio (leverage factor). It indicates the level of net financial debt in relation to LTM adjusted EBITDA – EBITDA adjusted for reconciling items that the ProSiebenSat.1 Group has generated in the last twelve months (LTM = last twelve months). The target for FY 2025 for the ratio of net financial debt to LTM adjusted EBITDA is a factor of between 3.0x to 3.5x.

At the same time, the ProSiebenSat.1 Group pursues an attractive dividend policy for its shareholders and has also defined clear goals. The target is to distribute a dividend of 25-50 % of the adjusted net income (Group adjusted net income).

Another key element of its financial target framework and part of the ProSiebenSat.1 Group's growth strategy is to achieve a P7S1 ROCE¹) (return on capital employed) of around 11 per cent in the medium term. P7S1 ROCE is the ratio of the Group's adjusted EBIT to the Group's capital employed.

¹) For definition see page 90 of the Annual Report 2024.