ProSiebenSat.1 recommends accepting amended public takeover offer by MFE-MEDIAFOREUROPE

ProSiebenSat.1 welcomes MFE’s amended offer, which underscores MFE’s long-term investment and commitment to the Company

Executive Board and Supervisory Board consider MFE’s amended offer to be adequate and recommend its acceptance

Executive Board notes that its recommendation relies on the realization of cost synergies which require a full legal integration of ProSiebenSat.1 into MFE

Unterföhring, August 6, 2025. The Executive Board and the Supervisory Board of ProSiebenSat.1 Media SE today published their joint supplementary reasoned statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act (WpÜG) regarding the amended voluntary public takeover offer by MFE-MEDIAFOREUROPE N.V. ("MFE").

By way of an offer amendment published on July 28, 2025, MFE has increased the offer consideration from EUR 4.48 in cash and a share component of 0.4 MFE-A shares per ProSiebenSat.1 share by 0.9 MFE-A shares to a share component of 1.3 MFE-A shares and an unchanged cash amount of EUR 4.48. Based on the closing share price of MFE-A shares at the Milan Stock Exchange as per August 4, 2025, the day prior to the adoption of the joint supplementary reasoned statement, the increased offer consideration has an implied value of approx. EUR 8.07 per ProSiebenSat.1 share. This represents a premium of approx. 24% to the Xetra closing price per ProSiebenSat.1 share on March 26, 2025, of EUR 6.53 (the last closing price prior to MFE’s initial offer announcement). The partial public acquisition offer of PPF IM LTD (“PPF“) from June 4, 2025, offers EUR 7.00 per ProSiebenSat.1 share in cash and has been labelled as "best and final" by PPF. As per August 4, 2025, MFE’s amended offer represents a premium of approx. 15% to the partial acquisition offer of PPF.

The Executive Board and the Supervisory Board welcome the increase of the initial MFE offer consideration, which underscores MFE’s long-term investment and continued commitment to ProSiebenSat.1.

Both Boards consider MFE’s amended offer to be adequate (angemessen) as of the date of the joint supplementary reasoned statement and recommend that the ProSiebenSat.1 shareholders accept MFE’s amended offer. This assessment is supported by corresponding opinions provided by Morgan Stanley, advising the Executive Board, and Goldman Sachs, advising the Supervisory Board.

The Executive Board notes that its assessment of the amended offer’s adequacy and its related recommendation are based on the assumption that recurring annual cost synergies of approximately EUR 150 million (on EBIT level) for a combined group to be realized within four to five years, which require a full legal integration of ProSiebenSat.1 into MFE. This cost synergy estimate is based on a preliminary assessment by the Executive Board, which is subject to further review. Achieving these synergies — and meeting all necessary conditions for such full legal integration — involves uncertainties that are beyond the control of the ProSiebenSat.1 Executive and Supervisory Boards. The Executive Board also notes that it cannot appraise potential revenue synergies without an in-depth analysis based on comprehensive data which is currently not available. Further information about the prerequisites and related uncertainties of the underlying assumptions, and on how such assumptions affect the adequacy assessment of the Executive Board, can be found in the joint supplementary reasoned statement.

The Executive Board and the Supervisory Board point out that each ProSiebenSat.1 shareholder should make his or her own independent decision whether or not to accept MFE’s amended offer and for how many ProSiebenSat.1 shares, taking into consideration the overall situation, his or her individual financial, tax and other circumstances and his or her personal expectations concerning the future development of the value and the market price of the ProSiebenSat.1 shares and the MFE-A shares.

The acceptance period for the amended MFE offer will expire on August 13, 2025, 24:00 hours (local time Frankfurt am Main) / 18:00 hours (local time New York) unless extended by statutory law and the offer will subsequently be subject to an additional acceptance period of two weeks in accordance with the provisions of German takeover law.

The joint supplementary reasoned statement of the Executive Board and the Supervisory Board is available on the Company's website under the following link: https://www.prosiebensat1.com/en/investor-relations/publications/voluntary-public-takeover-offer-mfe and can also be obtained free of charge from ProSiebenSat.1 Media SE, Investor Relations, Medienallee 7, 85774 Unterföhring, Germany, or via email at Investor.relations@prosiebensat1.com.

This press release is not an addition to, explanation, or summary of the joint supplementary reasoned statement of the Executive Board and the Supervisory Board pursuant to Section 27 WpÜG. Shareholders are advised to read the joint supplementary reasoned statement in full before making their decision on whether or not to accept MFE’s amended offer.

IMPORTANT INFORMATION

This announcement is neither an offer to purchase or exchange nor a solicitation of an offer to purchase or exchange shares in ProSiebenSat.1 Media SE (“ProSiebenSat.1”) or MFE-MEDIAFOREUROPE N.V. (“MFE“).

Only the supplementary joint reasoned statement of the Executive Board and Supervisory Board of ProSiebenSat.1 is authoritative. The information in this announcement does not constitute explanations or additions to the statements in the supplementary joint reasoned statement. The final terms and further provisions regarding the takeover offer are set forth in the offer document, the publication of which has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht), and the amendment to the offer by MFE. Such final terms and further provisions may, to the extent legally permissible, deviate from the terms and other key provisions described herein. Investors and holders of ProSiebenSat.1 shares are strongly encouraged to read the offer document, the amendment to the offer and all other documents in connection with the offer, as they contain important information.

ProSiebenSat.1 shareholders resident in the United States of America (“United States”) should note that the takeover offer is being made in respect of securities of a company which is a foreign private issuer as defined by Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the shares of which are not registered under Section 12 of the Exchange Act. As set forth in the offer document, the takeover offer is made with respect to United States holders of ProSiebenSat.1 shares in reliance on exemptions available for cross-border tender offers. These exemptions permit a bidder to satisfy certain substantive and procedural Exchange Act rules governing tender offers by complying with home jurisdiction law or practice and exempts the bidder from compliance with certain other such rules of the Exchange Act. As a result, the offer is principally governed by disclosure and other regulations and procedures of the Federal Republic of Germany, which are different from those of the United States, including with respect to withdrawal rights, offer timetable and settlement procedures. To the extent that the offer is subject to the U.S. securities laws, such laws only apply with respect to ProSiebenSat.1 shareholders in the United States and no other person has any claims under such laws.

Subject to the exceptions described in the offer document (and, as the case may be, in the amendment to the offer) as well as any exemptions that may be granted by any competent regulatory authority, a takeover offer is not being made directly or indirectly, in any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction.

In particular, the MFE shares that are intended to be transferred to ProSiebenSat.1 shareholders as partial consideration (the "Offer Shares”), as set forth in the offer document, have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act”), or under the securities laws of any state, district or other jurisdiction of the United States. The Offer Shares may not be offered, sold or delivered, directly or indirectly, to ProSiebenSat.1 shareholders located in the United States (the “U.S. Shareholders”), or to agents, nominees, trustees, custodians or other persons acting for the account or benefit of U.S. Shareholders, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

Certain statements contained in this announcement may constitute "forward-looking statements" that involve several risks and uncertainties. Forward-looking statements are generally identifiable using the words "may", "will", "should", "plan", "expect", "anticipate", "estimate", "believe", "intend", "project", "goal", or "target" or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are based on assumptions, forecasts, estimates, projections, opinions, or plans that are inherently subject to significant risks, as well as uncertainties and contingencies that are subject to change. No representation is made or will be made by ProSiebenSat.1 that any forward-looking statement will be achieved or will prove to be correct. The actual future business, financial position, results of operations, and prospects may differ materially from those projected or forecasted in the forward-looking statements. Neither ProSiebenSat.1 nor any of their respective affiliates assume any obligation to update, and do not expect to publicly update, or publicly revise any forward-looking statements or other information contained in this release, whether as a result of new information, future events, or otherwise, except as otherwise required by law.