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Datum:
05.05.2004
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ProSiebenSat.1 Media AG announces next steps in the execution of its refinancing plan

Munich, May 6, 2004. ProSiebenSat.1 Media AG has today announced the next two steps in the execution of its comprehensive refinancing plan:

ProSiebenSat.1 Media AG launched today a private offering of EUR 150 million of new senior notes due 2011. The proceeds will be used to fund the tender offer for the 2006 bonds. JPMorgan and Deutsche Bank will act as joint book running managers.

ProSiebenSat.1 Media AG has also entered into a credit agreement for a new EUR 475 million revolving facility with Deutsche Bank and JP Morgan, which replaces the Company's existing credit facility. The new revolving credit facility will be syndicated following the bond issue. Deutsche Bank and JPMorgan will act as joint bookrunners. After successful completion of the offering, the volume of the new credit facility will be reduced by up to EUR 150 million.

These two transactions will conclude ProSiebenSat.1's comprehensive refinancing plan, which also included:

- a EUR 282 million capital increase, which settled on April 28, 2004.

- a tender offer for ProSiebenSat.1's EUR 338 million bond due in 2006, which is expected to settle on May 19, 2004.

Lothar Lanz, Chief Financial Officer of ProSiebenSat.1 Media AG said: "Thus we will have completed our comprehensive refinancing plan. We have thereby achieved our goal to reduce the net debt and to refinance our financial liabilities on a long-term basis. This will not only improve the Group's balance sheet, but should also strengthen its competitive position."

This announcement shall not constitute an offer to sell or a solicitation of an offer to buy the securities described herein. This announcement is not an offer for sale of securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Copies of this announcement
are not being made and may not be distributed or sent into the United States, Canada or Japan.

This communication is only directed at persons who fall within the exemptions to section 21 of the Financial Services and Markets Act 2000 set out in The Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (the ''Order'') (including to persons exempted under Article 19 (Investment Professionals) or
Article 49(2)(a) to (d) (high net worth companies, unincorporated associations etc.) of the Order) or to persons to whom the invitation or inducement may otherwise lawfully be communicated or caused to be communicated.

Contact:
Katja Pichler
Company Spokesperson
ProSiebenSat.1 Media AG
Medienallee 7
D-85774 Unterföhring
Phone: +49 [89] 95 07-11 80
Fax: +49 [89] 95 07-11 84

E-mail:
Katja.Pichler@ProSiebenSat1.com

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