Keynote - Keynote by Thomas Ebeling, CEO of ProSiebenSat.1 at the Axel Springer NOAH Conference Berlin 2016, Tempodrom on the 8th of June 2016.

1. | Page 1
ProSiebenSat.1 Media SE | June 08, 2016
ProSiebenSat.1
Thomas Ebeling
Chief Executive Officer

2. 10 - 11 November 22 - 23 June
Save The Date
www.noah-conference.com

3. | Page 2| Page 2
P7S1 is an international leader in TV and Digital
Broadcasting
#1 TV broadcaster
in German-speaking
countries
Digital
Leading company in
Germany
Content Production
Top 10 independent
producer globally
| Page 2

4. | Page 3| Page 3
Half of our revenue outside core German TV ad business
Austria/Switzerland
Distribution
Content Production
Digital Entertainment
Digital Commerce
Ventures
10.9%1
9.3%1
5.3%1
1.4%1
1.3%1
1.2%1
| Page 31) Audience share FY 2015; All German TV households (GER+EU), A 14-49; Mon-Sun, full day 3-3 h; Source: AGF in cooperation with GfK / TV Scope / ProSiebenSat.1
2) ProSiebenSat.1 SE total revenues FY 2015
Almost half of group revenues are achieved outside
of our core German TV advertising business
54%
TV Adv.
Germany
46%
Other
revenues
EUR
3.3bn2

5. | Page 4| Page 4
TV is building brand awareness for digital companies …
Online businesses spend 73%1 of their media budget for TV
| Page 41) Basis: FY 2015; product groups „eCommerce“ and „Online Services“; Source: Nielsen Media Research.

6. | Page 5| Page 5
… and has a significant ROI for all customers …
| Page 5
1 EUR
Invested in
TV advertising
2.65 EUR
Long-term ROI
(5 years)
1.15 EUR
Short-term ROI
(1 year)
ROI = ratio of additional sales revenues / TV ad spend.
Source: GfK / SevenOne Media. Net ROIs of 204 products from 73 FMCG categories.

7. | Page 6| Page 6
… while online advertising is facing major challenges
| Page 6
8-12% of digital reach is fraudulent by robot traffic
63% of digital video advertising not viewable
51% of digital videos not started by consumer
15% of digital advertising in environments with risks to brands
Digital advertising not effective due to ad clutter
25% in Germany use ad blocker
Ad Fraud
Viewability
Autoplay
Quality
Ad Clutter
Ad Blocker
SEM/SEO pricing & algorithms lacking transparencySEM/SEO
Source: Integral Ad Science Media Quality Report Germany Q2 2015, comscore

8. | Page 7| Page 7
Our strategies for digital
Digital Entertainment Digital Commerce Ventures
| Page 7
Build portfolio of
international
entertainment platforms
Create ecosystem of
market leading commerce
assets including offline
distribution
Continue unique Ventures
approach combining
media, cash and
consulting

9. | Page 8| Page 8
Digital Entertainment: Our international portfolio
Leading AdVoD
platforms
Top 5 MCN
globally
Top 3 German
SVoD service
New B2B Media
Exchange
International
Minorities
Our key differentiating success factors for Digital Entertainment: Market leading
TV stations, content, ad sales excellence and an international footprint
| Page 8
End-to-end
AdTech stack

10. | Page 9| Page 9
Digital Commerce: Our dual portfolio strategy
Beauty &
Accessories
Health, Fitness
& Nutrition
Event / travel /
gifts
New verticals
New verticals
Buy big, profitable, data-driven
companies with knowledge and talent
Travel Consumer
Services
TV and non-TV synergies
(data, ad, digital sales mandate)
Lifestyle Commerce
under
evaluation
| Page 9
Build “Lifestyle Commerce” based on
unique ecosystem and own brands
TV: Formats, infomercials
Lead Gen: / 7NXT
Sales platforms:
eCommerce, direct sales, offline
under
evaluation

11. | Page 10| Page 10
We acquired Stylight as our new Lifestyle smartchannel
| Page 10
Convergence of content &
commerce for Fashion topics
Potential to expand to multiple
Lifestyle verticals
High engagement of users

12. | Page 11| Page 11
Stay in shape with
kickbox champion
Unique portfolio of online courses
Complete body
transformation
Urban dance school
Box like a world
champion
Preparation for
winter season
Bodyweight,
cross-fit, HIT
Power yoga,
meditation, nutrition
>35k
Paying
subscribers
Video content:
Online coaching
courses
Commerce
model:
Subscription-
based access
Licensing:
Sale of physical
goods (apparel,
DVDs, books…)
& more
to come …
• 2nd largest e-retailer for sports &
lifestyle nutrition in Germany1)
• Dedicated private labels for 7NXT
eco-system
+
New
7NXT
| Page 111) Minority investment
7NXT is expanding our health & fitness portfolio

13. | Page 12| Page 12
Ventures: Our unique success story
Unique Ventures
approach
SevenVentures
success story
Broad portfolio
Media investment to drive
brand recognition and sales
Cash investment to provide
additional liquidity
Consulting and ops support
to facilitate go-to-market
~60 companies
in current portfolio
Offices in
USA (SF/NY), Israel, and UK
Increasing number of
importer of choice deals
+
+
| Page 12
15%
international
deals

14. | Page 13| Page 13
We partner with top tier venture investors …
| Page 13

15. | Page 14| Page 14
… and have international scale with our Media Alliance
European Media Alliance
France
UK
Scandi., CEE
Poland
Turkey
Greece, Rom.,
Serb., Sl.
Benelux
& Finland
Spain
Italy
Media Alliance and
strategic partner
Next partner to join
>250m
households
reach
Rationale
Access media of leading
European broadcasters
Increase deal flow among
media partners
Offer “Pan European deals”
to US/international imports
| Page 14

16. | Page 15| Page 15
We transform ourselves into a leading
international Entertainment and Commerce
company powered by TV Media and Digital
OUR VISION

17. Focus on Leading European Internet companies
Covering over 400 companies across 25
online verticals, a broad range of over 500
investors as well as 100+ online-focused
corporates
Deep understanding of industry dynamics
Ability to add value beyond banking advice
Facilitates overall process and minimizes
management distraction
NOAH Advisors is globally well connected
and has direct access to virtually all key
players in the industry
Knowledge of and strong relationships
with potential buyers’ key decision makers
Proactively finds and unlocks attractive
investment opportunities for leading
investors
Annual NOAH Conference in its 8th year
Over 40 years of combined relevant M&A
experience
Routine execution of M&A and financing
transactions with sizes of several billion
euros
22 successfully completed NOAH Advisors
transactions underline successful transfer of
M&A competencies to the Internet sector
Entrepreneurial mind-set, focused on growing the
business and establishing a reputation for
excellence
Ability to deliver top results in short time frames
Highly success-based compensation structures
align interests of clients and NOAH Advisors,
and demonstrate conviction to deliver top results
Creative deal solutions
September 2015
December 2014
September 2014
October 2014
May 2014
February 2013 May 2012
Sale of a 70% stake in
to
Exclusive Financial Advisor to
Drushim and its Shareholders
Sale of 100% of
for $800m to
Exclusive Financial Advisor to
Fotolia and the Selling Shareholders
Sale of 100% of
for €80m to
Exclusive Financial Advisor to
Trovit and its Shareholders
Sale of controlling stake in
to
Exclusive Financial Advisor to
Facile.it and its Shareholders
sold 100% of
for $228m to a joint venture between
Exclusive Financial Advisor to Yad2
and its Shareholders
Growth equity investment from
for a 30% stake alongside Softonic’s Founders
and Angel Investors at a valuation of €275m
Exclusive Financial Advisor to
Softonic and its shareholders
150 million growth equity investment from
for a 50% stake alongside Fotolia’s Founders and
Additional $150 million senior debt financing
Total $300 million investment
Financial Advisor to Fotolia and its Shareholders
Selected Completed
NOAH Transactions
Unique Industry Know-How
Unmatched Network and Relationships
Strong Investment Banking Competence
Full Commitment - We Are Entrepreneurs!
EUROPE’S LEADING INTERNET CORPORATE FINANCE BOUTIQUE
May 2016
Investment in
by
Exclusive Financial Advisor to
10Bis and its Shareholders
®