ProSiebenSat.1 Group uses various debt financing instruments for the purpose of its Group financing. This Group financing is regularly adjusted with respect to volumes and maturities.

ProSiebenSat.1 Group is currently financed via two term loans and a revolving credit facility as part of a syndicated facilities agreement provided by banks as well as various promissory loans.

The syndicated facilities agreement comprises term loans totaling 1,200 million Euros and a revolving credit facility with a notional amount of 500 million Euros.

In December 2016, ProSiebenSat.1 Group issued promissory loans of 225 million Euros with a term of ten years and a fixed coupon.

In October 2021, the company issued another set of promissory loans in the total amount of 700 million Euros with tenors of four, six, eight and ten years and respective volumes of 226 million Euros, 346 million Euros, 80 million Euros and 48 million Euros. The issuance consists of four tranches with fixed coupons (four to ten years) and three tranches with variable interest rates (four to eight years), with the tranches with fixed coupons totaling 248 million Euros and the tranches with variable coupons totaling 186.5 million Euros (in each case after the repayment of the tranches with a term of four years at the end of their stated maturity in October 2025).

Borrower of the syndicated credit facilities and the promissory loans is ProSiebenSat.1 Media SE.

Upon completion of the public takeover bid by MFE-MEDIAFOREUROPE N.V., the latter now holds 75.61% of the voting rights in ProSiebenSat.1 Media SE. Thus, a change of control event was triggered under the financing agreements as a result of which the syndicated credit facilities and the promissory loans have become terminable.

In the course of the public takeover bid, MFE MEDIAFOREUROPE N.V. has already secured sufficient financing as the bidder.

ProSiebenSat.1 Media SE is currently engaged in continuing contractual negotiations and close correspondence with several financing partners with a view to concluding a multi-component financing package aimed at proactively mitigating potential change of control-related terminations at an early stage by safeguarding the continued stability of the Group financing.

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 the ratio of net financial debt to LTM adjusted EBITDA is a factor of between 1.5 to 2.5.

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 more than 15 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 98 of the Annual Report 2020.