MFE-Mediaforeurope (MFEB) Status Update summary

Strategic Update, Transaction Overview, and Equity Story

• Achieved a 75.61% stake in ProSiebenSat.1 through a €437.7 million cash outlay and issuance of 127 million new shares, with settlement on September 16, 2025.

• Post-offer, shareholding structure is 43.3% free float, 28.4% Fininvest, and 13% Sim Fid, with Fininvest holding 47.5% of voting rights.

• Pro forma 2024 consolidated revenue is estimated at €6.908 billion, with reported EBITDA at €2.322 billion and net debt at €2.537 billion.

• Strategic vision leverages scale for premium, local-rooted content, pan-European monetization, scalable technology, and AI-driven efficiencies across five countries, targeting over 200 million viewers.

• Unique reach of 190 million monthly viewers, covering 95% of the population, surpassing major OTT platforms.

Synergy Realization, Value Initiatives, and Financial Guidance

• Value initiatives are projected to deliver up to €419 million incremental EBIT annually by year 4, with €261–315 million from synergies and up to €350 million in incremental EBIT, depending on integration level.

• Revenue initiatives account for 46% and cost initiatives for 54% of EBIT impact, with cost initiatives targeting €130–171 million EBIT impact by year 4.

• Top-line synergies from eight initiatives expected to deliver €131–144 million in EBIT, including international expansion, ad tech, SMB platforms, and retail media.

• One-off integration costs are estimated at €80–110 million, phased linearly from 2026 to 2028.

• Dividend policy remains at a minimum 50% payout of net profit, with a focus on deleveraging and increased stock liquidity.

Governance, Operational Focus, and Market Positioning

• Influence at ProSieben will be exercised via the Supervisory Board, with a working group to drive value-creation projects.

• No immediate plans for further integration, domination agreement, or board changes; full consolidation of ProSieben to begin Q4 2025.

• No plans to retain non-core ProSieben assets; focus on divesting or repurposing these to reduce debt and invest in content.

• No content production hub planned; content synergies will be limited to sharing best practices, not structural integration.

• Operating model combines local execution with centralized coordination, enabling access to both national and international advertiser budgets.