ProSiebenSat.1 sells new shares and generates gross proceeds of approximately EUR 515 m

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ProSiebenSat.1 strengthens balance sheet and increases financial headroom for strategic growth acquisitions New shares have been sold at a sales price of EUR 36.25 per share The Company’s share capital will be increased by approximately 6.5 percent

Unterfoehring/Munich, November 3, 2016. Today, ProSiebenSat.1 Media SE successfully completed the placement of new shares from the announced cash capital increase. All new shares have been sold at a sales price of EUR 36.25 per share. In total, 14,202,800 new registered no-par value shares will be issued. The gross proceeds before incurred costs and commissions will amount to approximately EUR 515 million. The Executive Board and the Supervisory Board had resolved on November 3, 2016 to partially utilize the Company’s authorized capital and to increase the Company’s share capital under exclusion of the shareholders’ preemptive rights by approximately 6.5%. This measure will strengthen the Company’s balance sheet and increase its financial headroom. ProSiebenSat.1 intends to use the proceeds from this issuance, in particular, for further strategic acquisitions in the digital sector. The successful M&A strategy which is based on synergies between television and digital assets has accelerated the revenue dynamic and has sustainably strengthened the profit growth of the ProSiebenSat.1 Group. Against this background, in October 2016, the ProSiebenSat.1 Group had already raised its financial targets: By 2018, ProSiebenSat.1 now expects a revenue growth to EUR 4.5 bn (previous target: EUR 4.2 bn). This corresponds to an increase by EUR 2.15 bn against the base year 2012 and hence by EUR 300 m more than previously expected. Especially the more recent and bigger acquisitions like the flight online-travel agency etraveli, the price comparison portal Verivox or the online dating platforms Parship and ElitePartner provide a strong basis for future organic growth. The commerce and ventures segment contributing EUR 483 m to the revenues of the first nine months of the current fiscal year (9M 2015: EUR 293 m) is already today the most relevant growth driver of the group. Dr. Gunnar Wiedenfels, CFO of ProSiebenSat.1 Media SE: „By this transaction, we will place our capital basis on broader foundations and increase our investment headroom for further value-adding acquisitions, especially in the digital space. Acquisitions accelerate our growth. At the same time, we will stick to our target range for the leverage ratio and our earnings oriented dividend policy. ProSiebenSat.1 is, and will remain, a reliable partner for its investors.“ The implementation of the capital increase is expected to be registered with the commercial register of the Company on November 7, 2016. Thereby the Company’s nominal share capital will be increased from EUR 218,797,200.00 to EUR 233,000,000.00. The commencement of trading for the new shares on the regulated market of the Frankfurt Stock Exchange (Prime Standard) as well as on the regulated market of the Luxembourg Stock Exchange is expected for November 9, 2016. The new shares have been offered within the context of a private placement to institutional investors by way of an accelerated bookbuilding offering. They will carry dividend rights as of January 1, 2016. In connection with the share capital increase, ProSiebenSat.1 Media SE has accepted a so-called lock-up according to which the Company agreed vis-à-vis the placement banks with certain exceptions, inter alia, not to issue further new shares or respective preemptive or conversion rights for a period of three months.

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The securities of ProSiebenSat.1 Media SE may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities of ProSiebenSat.1 Media SE have not been, and will not be, registered under the Securities Act. In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. In member states of the European Economic Area (“EEA”) which have implemented the Prospectus Directive (each, a “Relevant Member State”), this announcement and any offer if made subsequently is directed exclusively at persons who are “qualified investors” within the meaning of the Prospectus Directive (“Qualified Investors”). For these purposes, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions. This information contains forward-looking statements that are based upon current views and assumptions of the ProSiebenSat.1 Media SE management, which were made to its best knowledge. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors which could cause the earnings position, profitability, performance or the results of ProSiebenSat.1 Media SE or the success of the media and digital industry to differ materially from the earnings position, profitability, performance or the results expressly or implicitly assumed or described in these forward-looking statements. In consideration of these risks, uncertainties and other factors, persons receiving these documents are advised not to unreasonably rely on these forward-looking statements. ProSiebenSat.1 Media SE does not assume any obligation to update such forward-looking statements and to adjust them to any future results and developments. In connection with any offering of the shares of ProSiebenSat.1 Media SE (the “Shares”), Goldman Sachs International and UniCredit Bank AG (together, the “Joint Bookrunners”) and any of their respective affiliates acting as an investor for their own account may take up as a proprietary position any Shares and in that capacity may retain, purchase or sell for their own account such Shares. In addition certain of the Joint Bookrunners or their affiliates may enter into financing arrangements and swaps with investors in connection with which such Joint Bookrunners (or their affiliates) may from time to time acquire, hold or dispose of Shares. 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