DGAP-Ad hoc: ProSiebenSat.1 Media SE

DGAP-Adhoc: ProSiebenSat.1 Media SE resolves capital increase by c. 6.5 %

ProSiebenSat.1 Media SE / Key word(s): Capital Increase

03.11.2016 18:56

Disclosure of an inside information according to Article 17 MAR, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.

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DISCLOSURE OF AN INSIDE INFORMATION ACCORDING TO ARTICLE 17 MAR

ProSiebenSat.1 Media SE resolves capital increase by c. 6.5 %

Not for release, publication or distribution in or into Canada, Australia or Japan or any other jurisdiction in which offers or sales would be prohibited by applicable laws.

Unterföhring, Germany, November 3, 2016. The Executive Board of ProSiebenSat.1 Media SE resolved today with the approval of the Supervisory Board to increase the Company's share capital against cash contribution by approximately 6.5 % through a partial utilization of its authorized capital. The share capital of the Company will thereby be increased from EUR 218,797,200.00 by a nominal amount of EUR 14,202,800.00 to EUR 233,000,000.00 by issuing 14,202,800 new registered no-par value shares under exclusion of the shareholders' preemptive rights. The new shares will carry full dividend rights as of January 1, 2016.

The proceeds will primarily contribute to the financing of the Company's growth strategy by the acquisition of other companies and interests in other companies in particular in the digital space. The capital increase will furthermore serve general corporate purposes as well as support the strengthening of the Company's balance sheet. The earnings oriented dividend policy of the company remains unaffected from this transaction.

The new shares will be offered within the context of a private placement to institutional investors by way of an accelerated bookbuilding offering. The placement shall be concluded by November 4, 2016. The placement price will be determined by the Executive Board with the approval of the Supervisory Board after conclusion of the placement and will not be substantially below the current stock market price of the existing shares.

As the existing shares of the company, the new shares will be admitted to trading on the regulated market of the Frankfurt Stock Exchange with concurrent admission in the Prime Standard segment as well as on the regulated market of the Luxembourg Stock Exchange. The new shares are expected to be included, without a prospectus, in the quotation of the existing shares on November 9, 2016.

In connection with the capital increase, the Company 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 /conversion rights for a period of three months.

This publication may not be published, distributed or transmitted, directly or indirectly, in Canada, Australia or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of ProSiebenSat.1 Media SE in the United States, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. The securities referred to herein will not be or have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from registration requirements. The securities will not be registered under the Securities Act. There will be no public offer of the securities in the United States.

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"), 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. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

The Joint Bookrunners are acting on behalf of ProSiebenSat.1 Media SE and no one else in connection with any offering of the Shares and will not be responsible to any other person for providing the protections afforded to clients of the respective Joint Bookrunners nor for providing advice in relation to any offering of the Shares.

PERSON MAKING THE NOTIFICATION: Dirk Voigtländer, Head of Investor Relations, ProSiebenSat.1 Media SE.

03.11.2016 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de

--------------------------------------------------------------------------- Language: English Company: ProSiebenSat.1 Media SE Medienallee 7 85774 Unterföhring Germany Phone: +49 (0)89 9507-1463 Fax: +49 (0)89 9507-91463 E-mail: Dirk.Voigtlaender@ProSiebenSat1.com Internet: www.prosiebensat1.com ISIN: DE000PSM7770 WKN: 777117 Indices: DAX Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange; Luxemburg End of Announcement DGAP News-Service ---------------------------------------------------------------------------