PRESS RELEASE

Management Board and Supervisory Board of Constantin Medien AG in a joint statement recommend the acceptance of the Delisting Acquisition Offer of Highlight Communications AG to the shareholders

Ismaning, August 7, 2019 - The Management Board and the Supervisory Board of Constantin Medien AG have separately and independently reviewed the Delisting Acquisition Offer of Highlight Communications AG published on July 31, 2019 and issued a jointly reasoned statement pursuant to section 27 WpÜG (Securities Acquisition and Takeover Act) (Joint Statement). The Supervisory Board had previously delegated the task of preparing and issuing the Joint Statement by resolution to a Delisting Special Committee of the Supervisory Board set up in connection with the Delisting Acquisition Offer.

After detailed examination, both bodies support the intention of Highlight Communications AG to carry out the delisting. In particular, the Management Board and the Supervisory Board assume that a considerable amount can be saved in the event of the stock market listing being revoked, above all through the elimination of the listing fees and the general requirements under capital market law, e.g. within the framework of the ongoing disclosure obligations. In their assessment, the Management Board and Supervisory Board also take into account the fact that the regulatory expense of a stock market listing ties up considerable resources internally, which could be used more efficiently as a source of financing for Constantin Medien AG in the operating business of Constantin Medien AG in view of the current, low free float of approx. 17.4 % and the greatly reduced relevance of the public stock markets as a source of financing. The Management Board and Supervisory Board also consider the intentions expressed by Highlight Communications AG in the Offer Document for the further business activities of Constantin Medien AG to be positive. In addition, both bodies consider the amount of the Offer Price to be reasonable within the meaning of section 31 (1) WpÜG. In particular, the fairness opinion prepared by a renowned auditing company in accordance with the principles for the preparation of fairness opinions of the German Association for Financial Analysis and Asset Management (DVFA) and the IDW S8 (Principles for the Preparation of Fairness Opinions) standard of the Institut der Wirtschaftsprüfer in Deutschland e.V. (IDW) [German Institute of Chartered Auditors] was used for this purpose.

The Management Board and Supervisory Board therefore recommend that Constantin Medien AG shareholders accept the Delisting Acquisition Offer. Furthermore, during the acceptance period expiring on 28 August and in accordance with the Delisting Agreement with Highlight Communications AG, the Management Board intends to apply to the Frankfurt Stock Exchange for revocation of admission to the regulated market.

The Joint Statement, the contents of which were finally discussed and adopted today by the Management Board and the Delisting Special Committee of the Supervisory Board, is available on the Constantin Medien AG website (www.constantin-medien.de) under the heading "Investor Relations - Delisting-Erwerbsangebot". An English-language version of the Joint Statement will be available in due course.

The information in this press release does not constitute an explanation or supplement to statements in the Joint Statement, the content of which is solely authoritative.

Contact:
Contact PR:
Constantin Medien AG, Michael Röhrig, Tel.: +49 (0) 89 99 500 461, Fax: +49 (0) 89 99 500 466, email: michael.roehrig@constantin-medien.de

NewMark Finanzkommunikation GmbH, Dr Charlotte Brigitte Looß, Tel.: +49 (0) 69 94 41 80 63, E-Mail: constantinmedien@newmark.de

Contact IR:
Constantin Medien AG, Stéphane Winzenried, Tel.: +49 (0)89 99 500 803, Fax: +49 (0)89 99 500 371, email: ir@constantin-medien.de

Constantin Medien AG, Münchener Straße 101g, 85737 Ismaning, Tel.: +49 (0)89 99 500 0, Fax: +49 (0)89 99 500 111