DISCLOSURE OF AN INSIDE INFORMATION PURSUANT TO ARTICLE 17 MAR OF THE REGULATION (EU) NO. 596/2014: ProSiebenSat.1 sells Verivox to Moltiply

Unterföhring, March 21, 2025. ProSiebenSat.1 today signed a binding agreement with a subsidiary of Moltiply Group S.p.A. for the sale of Verivox which is expected to close still today.

The sale is based on an equity value of approx. EUR 232 million for Verivox. Additionally, the agreement includes an earn-out component of up to a further EUR 60 million (of which up to EUR 43 million is attributable to ProSiebenSat.1) which depends on reaching certain earnings targets in the 2025 financial year. The Verivox sale and the expected cash inflows from the sale of two minority stakes from the SevenVentures portfolio will reduce ProSiebenSat.1's net financial debt by more than EUR 250 million – even excluding the earn-out component – and reduce the pro forma leverage ratio to slightly above 2.4x in 2024.

ProSiebenSat.1 today also entered into a binding agreement with General Atlantic on the acquisition of its minority stakes in NuCom Group (excluding flaconi) and ParshipMeet Group announced yesterday which paved the way for the sale of Verivox.

As a consequence of the sale of Verivox, ProSiebenSat.1 adjusts its 2025 financial outlook. ProSiebenSat.1 now aims for Group revenues of around EUR 3.85 billion in financial year 2025, with a variance of plus/minus EUR 150 million (previous year: EUR 3.92 billion). In terms of adjusted EBITDA, the Group anticipates an amount of EUR 520 million with a variance of plus/minus EUR 50 million (previous year: EUR 557 million). The Group’s adjusted net income will reflect the development of adjusted EBITDA and is expected to amount to around EUR 215 million in financial year 2025. Prior to the adjustment, the 2025 financial outlook included Group revenues of around EUR 4.00 billion with a variance of plus/minus EUR 150 million, an adjusted EBITDA of EUR 550 million with a variance of plus/minus EUR 50 million and an adjusted net income of around EUR 225 million. The Group continues to target a financial leverage ratio of between 2.5x and 3.0x at the end of 2025 (previous year: 2.7x). This considers both the reduced adjusted EBITDA and the reduction in net financial debt due to the sale of Verivox.

The adjustment of the outlook reflects ProSiebenSat.1’s cautious approach in navigating the current economic landscape while continuing to invest in key growth areas such as digital Entertainment and local content.

Note: The key figures "adjusted EBITDA" (EBITDA adjusted for reconciling items) and "adjusted net income" (group net income adjusted for reconciling items) are not key figures in accordance with IFRS. Information on the definition of "adjusted EBITDA" and "adjusted net income" can be found in the Annual Report 2024 of ProSiebenSat.1 Media SE on p. 91 and p. 92.