AGENDA. ProSiebenSat.1 Media SE Unterföhring. Medienallee 7, Unterföhring registered with Local Court of Munich, HRB ISIN: DE000PSM7770

Transcription

1 Invitation to the ordinary meeting of shareholders on May 16, 2018

2 2 3 ProSiebenSat.1 Media SE Unterföhring Medienallee 7, Unterföhring registered with Local Court of Munich, HRB ISIN: DE000PSM7770 Dear Shareholders, Dear Shareholders, We are pleased that you are interested in our ordinary meeting of shareholders for this year and ask that you note the following organizational information. we herewith cordially invite you to the Please note that it is intended to broadcast the ordinary meeting of shareholders this year publicly available on the internet until the beginning of the general debate. In addition, shareholders will have the opportunity to follow the general debate of the ordinary meeting of shareholders in its entirety online using the password-protected online service. Shareholders will also have the opportunity to submit power of attorney and instructions to company proxies until the end of the general debate, provided that the online service is being used for this purpose. You can find additional details regarding the online broadcast and authorizing and instructing proxies in the invitation documents. ordinary meeting of shareholders of ProSiebenSat.1 Media SE with its registered seat in Unterföhring, District of Munich on Wednesday, May 16, 2018, at 10:00 a.m., (admission starting at 8:30 a.m.) at Eisbach-Studio, Grasbrunner Str. 20, Munich. AGENDA 1. Presentation of the adopted financial statements and the approved consolidated financial statements, the combined management report for ProSiebenSat.1 Media SE and the group, including the explanatory report on the information pursuant to sections 289a para. 1, 315a para. 1 of the German Commercial Code (HGB) and the report of the Supervisory Board each for the fiscal year 2017 The Supervisory Board has approved the financial statements and consolidated financial statements prepared by the Executive Board; thereby, the financial statements have been adopted. In this case, the law does not provide for the adoption of the financial statements and the approval of the consolidated financial statements, respectively, by the shareholders meeting. The statutory law (section 176 para. 1 sentence 1 of the German Stock Corporation Act (AktG)) rather provides that the above mentioned documents only have to be made available to the shareholders meeting. Accordingly, no resolution of the shareholders meeting is required with respect to agenda item Resolution on the use of balance sheet profits for the fiscal year 2017 The Executive Board and the Supervisory Board propose to resolve as follows: The balance sheet profits for the fiscal year 2017 of EUR 1,141,329, is to be used as follows:

3 4 Distribution of a dividend of EUR 1.93 per no-par value share entitled to dividend: EUR 441,872, Allocation to other revenue reserves EUR 200,000, Balance to be carried forward to the new accounting period EUR 499,457, The Executive Board and the Supervisory Board propose that the newly adopted compensation system for the members of the Executive Board of ProSiebenSat.1 Media SE be approved. 6. EUR 1,141,329, * * * The above proposal on the use of balance sheet profits takes into consideration that the Company holds in total 4,050,518 treasury shares at the time of the publication of the convocation of the shareholders meeting in the Federal Gazette (Bundesanzeiger); pursuant to section 71b of the German Stock Corporation Act, such treasury shares are not entitled to dividend distributions. Should the total number of shares entitled to dividends change until the date of the shareholders meeting, the proposal on the use of balance sheet profits will be amended accordingly without altering the dividend amount per no-par value share entitled to dividend. 4. Formal approval of acts of the Supervisory Board for the fiscal year 2017 The Executive Board and the Supervisory Board propose that the members of the Supervisory Board holding the office in the fiscal year 2017 be granted formal approval for their activities in the fiscal year Resolution on the approval of the compensation system for the members of the Executive Board Pursuant to Sec. 120 para. 4 of the German Stock Corporation Act, the shareholders meeting may resolve on the approval of the compensation system for the members of the Executive Board. During the current fiscal year 2018, the Supervisory Board of ProSiebenSat.1 Media SE revised the previous compensation system for ProSiebenSat.1 Media SE s Executive Board and adopted a new compensation system. The newly adopted compensation system takes into account, in particular, the objections raised by shareholders in connection with the annual general meeting in The details of the newly adopted compensation system are described in an information document that can be found in this invitation under Information on agenda item 5 below; it will also be made available to the shareholders as from the convocation of the shareholders meeting together with the other documents regarding the agenda and will also be displayed for inspection in the shareholders meeting itself. a. as auditor for the Company and the group for the fiscal year 2018 as well as for the auditor s possible review of financial reports/financial information set up during the fiscal year 2018; and b. for the auditor s possible review of financial reports/ financial information set up during the fiscal year 2019 in the period until the next ordinary shareholders meeting in Pursuant to Art. 16 para. 2 subpara. 3 of the Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 (EU Audit Regulation), the Audit Committee stated in its recommendation that such recommendation is free from influence by a third party and that no restriction regarding the choice of a certain auditor or a certain audit firm within the meaning of Art. 16 para. 6 of the EU Audit Regulation has been imposed upon it. Formal approval of acts of the Executive Board for the fiscal year 2017 The Executive Board and the Supervisory Board propose that the members of the Executive Board holding the office in the fiscal year 2017 be granted formal approval for their activities in the fiscal year Appointment of the auditor for the fiscal year 2018 as well as the auditor for a review of financial reports/financial information during the fiscal year 2018 and in the fiscal year 2019 during the period until the next ordinary shareholders meeting Following the recommendation of its Audit Committee, the Supervisory Board proposes that KPMG AG Wirtschaftsprüfungsgesellschaft, Munich, be appointed The entitlement to the dividend is due on Tuesday, May 22, By-election to the Supervisory Board Pursuant to Art. 40 (2) and (3) of Council Regulation (EC) No 2157/2001 of 8 October 2001 on the statute for a European company (SE) (SE-Regulation), section 17 (1) of the SEAG, section 21 of the SEBG in conjunction with section 10 (1) of the Articles of Incorporation of ProSiebenSat.1 Media SE and section 24 of the agreement with the special negotiating body on the involvement of employees in ProSiebenSat.1 Media SE dated February 27, 2015, the Supervisory Board consists of nine members who all are representatives of the shareholders. All members of ProSiebenSat.1 Media SE s Supervisory Board are to be elected by the shareholders meeting. The shareholders meeting is not bound by election proposals. The current member of the Supervisory Board Antoinette (Annet) P. Aris resigned from her office as member of ProSiebenSat.1 Media SE s Supervisory Board with effect as of the end of the present shareholders meeting. A successor has not yet been appointed. Therefore, a by-election shall be carried out to replace the prematurely resigning member of the Supervisory Board Antoinette (Annet) P. Aris. Pursuant to section 10 (4) of the Articles of Incorporation of ProSiebenSat.1 Media SE, a by-election covers the remainder of the term of office of the resigning member of the Supervisory Board. In accordance with the provision of section 10 (3)

4 6 of the Articles of Incorporation of ProSiebenSat.1 Media SE, Antoinette (Annet) P. Aris was appointed until the end of the shareholders meeting resolving on the formal approval of her acts for the fiscal year Marjorie Kaplan Date of Birth 1955 The Supervisory Board proposes that Nationality: US-American Personal Details Marjorie Kaplan, independent entrepreneur and board member of The Grierson Trust, Peterborough/United Kingdom, resident in London/United Kingdom, Place of Residence: London/United Kingdom be elected as successor to Antoinette (Annet) P. Aris Since 2016 as member of the Supervisory Board with effect as of the end of the present shareholders meeting and for the remainder of the term of office of the resigning member of the Supervisory Board. The Supervisory Board s election proposal above is based on the recommendation of its Nomination Committee, takes into account the targets resolved by the Supervisory Board regarding its composition and aims to fulfil the overall profile of required skills and expertise of the Supervisory Board. The Supervisory Board is satisfied that the candidate proposed for election is able to devote the expected amount of time required. * * * Further information on the candidate proposed for election: Information on memberships in other statutory supervisory boards and in comparable domestic and foreign supervisory committees of business enterprises: none Information regarding personal and business relations of the candidate proposed for election with the Company, its corporate bodies and major shareholders of the Company that in the view of the Supervisory Board are relevant for the voting decision: none Curriculum vitae and overview of the candidate s material activities in addition to the Supervisory Board mandate: 7 Current Activities and Professional Experience Independent Entrepreneur Advisor, Coach, Professional Mentor and Speaker in the Area of Content Production Since 2016 Board Member of The Grierson Trust Charity organization to promote documentary film making Discovery Networks International President, Content Group President, Discovery Channel, TLC & Animal Planet Group President, Animal Planet, Science Channel and Velocity Senior Vice President, Children s Programming and Products Lancit Media Productions Executive Vice President Kraft General Foods Director, Advertising Ogilvy & Mather Vice President, Account Supervisor Education Alumna of Brown University in semiotic studies, Rhode Island, United States of America Marjorie Kaplan has been a senior executive in the media industry for over twenty years, in particular, in the area of content production and prior to that in advertising. * * *

5 8 8. Resolution on an amendment of the Articles of Incorporation in section 5 (The Supervisory Board) and inclusion of a new 12a (Committees) Art. 50 para. 1 lit. a of the SE-Regulation provides that a quorum in SE corporate bodies shall be deemed if at least half of the members are present or represented. The Articles of Incorporation of the SE may provide otherwise. The quorum of a committee of the Supervisory Board is not explicitly provided for in Art. 50 para. 1 lit. a of the SE-Regulation. Therefore, for reasons of clarification, a new 12a shall be included into the Company s Articles of Incorporation regarding committees of the Supervisory Board that besides general provisions on committees in particular stipulates that a committee of the Supervisory Board has a quorum if at least half of the committee members participate in the decision-taking. The Executive Board and the Supervisory Board propose to resolve as follows: After 12 (Adopting Resolutions) of the Company s Articles of Incorporation, a new 12a (Committees) is included which shall read as follows: 12a Committees 9. (1) The Supervisory Board may establish committees from among its members and, to the extent permitted by law, assign to the committees the responsibility to take decisions in place of the Supervisory Board as a whole. (2) A committee of the Supervisory Board shall have a quorum if at least half of the committee members participate in the decision-taking. 12 para. 1 sentence 1 and 2 shall apply accordingly to the decision-taking of a committee. In case of a tie, the chairperson of the respective committee shall have a casting vote. 9 INFORMATION ON AGENDA ITEM 5 OF THE ANNUAL GENERAL MEETING OF PROSIEBENSAT.1 MEDIA SE ON MAY 16, 2018 Redesign of the compensation system for the Executive Board of ProSiebenSat.1 Media SE At last year s Annual General Meeting on May 12, 2017, the agenda item Resolution on the approval of the compensation system for members of the Executive Board was put to the vote. The Executive Board s compensation system did not attain the necessary majority shareholder support. High complexity, potential free discretionary compensation decisions made by the Supervisory Board, the design of the Group Share Plan, the lack of a relative comparison against competitors and the lack of obligations to purchase and hold shares in the Company were referenced as criticisms. In addition, it was noted that the level of transparency in the compensation report could be improved, in particular with respect to the criteria underlying discretionary decisions and the application of these criteria, as well as on each Executive Board member s individual level of target achievement. Against this backdrop, the Supervisory Board of ProSiebenSat.1 Media SE has fundamentally redesigned the compensation system for the Executive Board. Furthermore, it was decided to improve the level of transparency in the 2017 compensation report. The revised compensation system will hereafter be implemented in Executive Board contracts that are extended or newly concluded. The revised compensation system is thus already part of the Executive Board service agreement for the new CEO, Max Conze, whose appointment is effective June 1, This information on agenda item 5 presents the newly adopted compensation system, which is the object of the resolution on agenda item 5 concerning approval of the compensation system for the Executive Board of ProSiebenSat.1 Media SE. Please find a transparent description of the previous compensation system in the 2017 compensation report. As shown in the following overview, investors major criticisms have been addressed in the redesign: Resolution on an amendment of the Articles of Incorporation in 15 (Venue and Convocation) Goals of the redesigned compensation system Instruments The provision on the venue of the shareholders meeting set out in 15 of the Company s Articles of Incorporation shall be extended to places in Germany located within a 50 km radius of the Company s registered office or of the location of a German stock exchange. This shall give the Company more flexibility when choosing the venue of the shareholders meeting. Ambitious incentives for sustainable company performance ( pay for performance ). Use of strategically relevant financial target parameters. Measurement of the Executive Board s performance based on individual and collective targets. Inclusion of financial and non-financial targets. Calculation of variable compensation based on predominantly long-term targets. The Executive Board and the Supervisory Board propose to resolve as follows: Long-term variable compensation to account for a larger share of total compensation than shortterm variable compensation. Paragraph 1 of 15 (Venue and Convocation) of the Company s Articles of Incorporation shall be revised and read as follows: Structure of payout range in line with market practice: The General Meeting of Shareholders shall be held at the Corporation s registered office, at the location of a German stock exchange or at a place in Germany located within a 50 km radius of the Corporation s registered office or of the location of a German stock exchange. Reduced complexity. Maximum payout equal to 200% of target amounts. Total loss of variable compensation possible. Use of only one plan in long-term variable compensation. Only three compensation components overall, down from four.

6 10 Goals of the redesigned compensation system Instruments Removal of free discretionary decisions. Assessment of Executive Board members individual and collective performance based on pre-defined criteria (bonus/malus). Alignment of interests between the Executive Board and shareholders. of the total shareholder return with comparable companies in long-term variable compensation as a target in a Performance Share Plan. Introduction of obligations to purchase and hold shares in the Company ( share ownership guidelines ). Increase in transparency. I. Specification of financial parameters and criteria for non-financial targets. CEO Long-Term Incentive (35%) Use of different target parameters in the shortterm and long-term variable compensation. Short-Term Incentive (30%) The new compensation system continues to be in line with the requirements of the Stock Corporation Act (Aktiengesetz) as well as the recommendations of the German Corporate Governance Code (GCGC) and now also follows best practice among German listed corporations. During the redesign, the Supervisory Board was advised by an independent external compensation advisor, which used as peer group executive board compensation of comparable companies. The Supervisory Board presently considers companies in the DAX and MDAX to be comparable companies, as well as those in STOXX Europe 600 Media, a sub-index of the STOXX Europe 600 index, which primarily comprises companies from the European media industry. The components of the new compensation system for members of the Executive Board are described in detail in the following, as are revisions in comparison to the previous system. Compensation structure Going forward, the new Executive Board compensation system consists of only three components instead of four: a fixed base salary as well as an annual and multi-year variable compensation element. The Mid-Term Incentive plan has been eliminated to reduce the complexity of the compensation system. With target compensation levels largely unchanged, the compensation structure under the revised system amounts to 35 : 30 : 35 (fixed base salary to annual variable compensation to multi-year variable Struktur compensation) for the CEO and 40 : 20 : 40 for the other Executive Board members. Ex-post publication of target achievement for individual target parameters. Avoidance of double incentives in variable compensation. 11 Fixed Base Salary (35%) Company pension and other non-performance related fringe benefits Other Executive Board Members Long-Term Incentive (40%) Short-Term Incentive (20%) Fixed base salary (40%) Company pension and other non-performance related fringe benefits Figure 1: Structure of the new compensation system Independent of these changes, the company pension remains unchanged. The annual contribution of the Company to the pension continues to amount to 20% of the fixed base salary. Furthermore, members of the Executive Board continue to receive fringe benefits. II. Fixed base salary The structure of the fixed base salary remains unchanged. The base salary is paid out in twelve equal installments, each at the end of the month. If the service agreement begins or ends during a fiscal year, the base salary will be granted for that year on a pro-rata basis. III. Variable compensation Going forward, the variable compensation comprises only two elements, an annual variable compensation (Short-Term Incentive) in the form of an annual bonus payment (Performance Bonus) and a multi-year variable compensation (Long-Term Incentive) in the form of virtual shares in ProSiebenSat.1 Media SE (Performance Share Plan). 1. Short-Term Incentive (Performance Bonus) The Short-Term Incentive continues to depend on the economic performance of ProSiebenSat.1 Group in the respective prior fiscal year. The Short-Term Incentive is calculated from the degrees of target achievement (0% 200%) determined for the fiscal year for the targets for the Group EBITDA (earnings before interest, taxes, depreciation and amortization) and the

7 If the actual EBITDA corresponds to the target value, target achievement is equal to 100%.The target achievement is equal to 0% if there is a negative deviation from the target EBITDA of 10% or more. To reach the maximum target achievement of 200%, the Calibration EBITDA actual EBITDA must exceed the target EBITDA by 10% or more. Intermediate values will be linearly interpolated. The EBTIDA target achievement curve is symmetrically designed, meaning that an over- or underachievement of the target will be reflected evenly. Group Free Cash Flow (FCF), as well as from a Modifier (0.8 to 1.2) to assess the individual and collective performance of the Executive Board members. The final payout is limited to a maximum of 200% of the individual target value (Cap) that has been agreed with each Executive Board member in the service agreement. Target achievement in % The Supervisory Board has determined the two financial performance metrics EBITDA and FCF as relevant target parameters. EBITDA is a commonly-used measure of operational performance in the industry that allows a high level of comparability with other companies in the media industry and is also regularly used by the capital market to conduct company valuations based on multiples. For shareholders, FCF is also an important measure of liquid funds generated by operations, after deducting investments which are available for debt servicing or distribution to shareholders. Likewise, FCF is an important indicator for measuring Function Short Termcash Incentive so-called returns on investments and is a common calculation basis employed for cash flow-based company valuations. ProSiebenSat.1 Media SE publishes both performance metrics, EBITDA and FCF, as part of the regular financial reporting for the ProSiebenSat.1 Group. x x Company performance EBITDA + Free Cash Flow 50% Weighting 50% Modifier ( ) Individual targets Team targets = Payout in cash (Cap 200% of target value) Target EBITDA * Fiscal year 1.2. Figure 2: How the Short-Term Incentive works 1.1. Calibra Actual EBITDA in % of target EBITDA Target achievement (0-200%) Target value in 13 Target achievement in % 12 Group EBITDA Going forward, Group EBITDA will be used in the Short-Term Incentive for determining target achievement, with a weighting of 50%. The target value for the EBITDA target will be set annually in Euros by the Supervisory Board and is derived from the budget planning for the ProSiebenSat.1 Group. Where necessary, to determine target achievement, the actual Group EBITDA reported by ProSiebenSat.1 Media SE will be adjusted for effects arising from significant changes in IFRS accounting standards, unplanned effects from M&A transactions conducted within the reporting period, and valuation effects of the group-wide multi-year variable compensation plans. This allows the Supervisory Board to correct for effects that could potentially distort the target achievement. Further adjustments are not provided for. To measure the target achievement, the actual EBITDA as reported in the relevant approved consolidated financial statements of ProSiebenSat.1 Media SE, subject to above described adjustments, is compared with the target value for the respective fiscal year. The target achievement will be disclosed retrospectively in the compensation report. Actual EBITDA Relative TSR of ProSiebenSat.1 Media SE s share over the four-year Figure period, 3: Target achievement reported EBITDA performance compared with STOXX curve Europe 600 Media companies. Group Free Cash Flow (FCF) Group FCF will be used in the Short-Term Incentive for determining the target achievement, with a weighting of 50%. 2 The target value for the FCF target will be set annually in Euros by the Supervisory Board and is derived from the budget planning for the ProSiebenSat.1 Group. Where necessary, to determine target achievement, the actual Group FCF reported by ProSiebenSat.1 Media SE will be adjusted for effects arising from significant changes in IFRS accounting standards and M&A transactions. This allows the Supervisory Board to correct for effects that could potentially distort the target achievement. Further adjustments are not provided for. To measure the target achievement, the actual FCF as reported in the relevant approved consolidated financial statements of ProSiebenSat.1 Media SE, subject to above described adjustments, is compared with the target value for the respective fiscal year. The target achievement will be disclosed retrospectively in the compensation report. If the actual FCF corresponds to the target value, target achievement is equal to 100%. The target achievement is equal to 0% if there is a negative deviation from the target FCF of 25% or more. To reach the maximum target achievement of 200%, the actual FCF must exceed target FCF by 25% or more. Intermediate values will be linearly interpolated. The FCF target T

8 14 CONVENIENCE TRANSLATION. FOR READING PURPOSES ONLY! Calibration FCF achievement curve is symmetrically designed, meaning that an over- or underachievement of the target will be reflected evenly. Target achievement in % Actual FCF in % of target FCF Target FCF ur-year a companies. Actual FCF Figure 4: Target achievement curve reported Free Cash Flow (FCF) 1.3. Modifier To determine the Executive Board members individual as well 3 the as collective performance, the Supervisory Board assesses achievement of individual targets as well as the contribution toward fulfilling collective targets, based on criteria defined in advance. Relevant criteria could include customer satisfaction, corporate social responsibility, corporate governance and strategic projects, and also other group and segment financial performance indicators. The resulting modifier for adjusting the Short-Term Incentive can take a value between 0.8 and 1.2. The Modifier thereby functions as a bonus/malus mechanism. Individual and collective targets are agreed upon in advance in an annual target agreement between the Supervisory Board and the Executive Board member. A maximum of five targets are set annually, which will be disclosed retrospectively in the compensation report, along with the accompanying target achievement levels Payment date The Short-Term Incentive is due to be paid out in the following year, within one month after the audited and approved consolidated financial statements for the relevant fiscal year are available, and will be paid out with the next monthly salary choose a settlement with own shares and to deliver a corresponding number of shares in the Company. However, in the interests of its shareholders, the Company will likely only make use of this option if the currently unfavorable tax treatment at the Company level for equity settlement is repealed. The payout depends on the development of ProSiebenSat.1 Media SE s share price as well as on the Company s internal and external performance. The company performance is measured based on the Adjusted Net Income on Group level as well as the relative Total Shareholder Return (TSR shareholder return for ProSiebenSat.1 Media SE shares compared to shareholder return for companies in the selected index), each with a weighting of 50%. The Performance Share Plan is issued in annual tranches, each with a performance period of four years. A al EBITDA Long-Term Incentive (Performance Share Plan) The Long-Term Incentive is designed as a multi-year variable compensation in the form of virtual shares (Performance Shares). Tranches are granted annually, each with a four-year performance period. Payout occurs in cash in year five, the year following the end of the performance period. Instead of a payout in cash, the Company reserves the right to alternatively The company performance is on the one hand based on the metric Adjusted Net Income. This is an important performance indicator for the Group and serves, among other functions, as the metric that underlies the dividend policy and the resulting amounts that are distributed to shareholders. ProSiebenSat.1 Media SE publishes the Adjusted Net Income as part of the regular financial reporting for the ProSiebenSat.1 Group. On the other hand, the company performance is determined using relative TSR, as this performance metric compares shareholder return for ProSiebenSat.1 Media SE shares with the shareholder return for a relevant peer group. The relative TSR takes account of the share price development and dividends paid to shareholders over the four-year performance period. An individual grant value is specified in the service agreement for each Executive Board member. Performance Share Units (PSUs) corresponding to the grant value are granted on the first day of a fiscal year, based on the volume-weighted average XETRA closing price of ProSiebenSat.1 Media SE s shares over the 30 preceding trading days. Following the end of the four-year performance period, the granted Performance Shares Units are converted into a final number of Performance Share Units according to a conversion factor, which is determined according to the weighted target achievement for the Adjusted Net Income and the relative TSR. The payout amount for each Performance Share Unit is equal to the volume-weighted average XETRA closing price of ProSiebenSat.1 Media SE s shares over the 30 trading days preceding the end of the performance period, plus cumulative dividend payments over the performance period on the ProSiebenSat.1 Media SE share. This amount is limited per tranche to a maximum of 200% of the individual grant value (Cap). In case of a settlement in own shares, the payout amount will be converted, based on the average share price noted above, into a corresponding number of shares in the Company and delivered to the beneficiary.

9 4 4 Weighting Weighting Figure 5: How the Performance Share Plan works 50 % 50 % + + Volume-weighted average XETRA closing price of ProSiebenSat.1 Media SE s shares over the 30 trading days preceding the start of the performance period, Volume-weighted average XETRA closing price of ProSiebenSat.1 Media SE s shares over the 30 trading days preceding the start of the performance period, rounded down to two decimal places. rounded down to two decimal places. Volume-weighted average XETRA closing price of ProSiebenSat.1 Media SE s shares over the 30 trading days preceding the end of the performance period, Volume-weighted average XETRA closing price of ProSiebenSat.1 Media on SE s shares over the 30 trading days preceding the end of the performance period, rounded down to two decimal places, plus cumulative dividend payments each share in ProSiebenSat.1 Media SE. rounded down to two decimal places, plus cumulative dividend payments on each share in ProSiebenSat.1 Media SE. Relative TSR of ProSiebenSat.1 Media SE s shares over the four-year performance period in comparison to STOXX Europe 600 Media companies. Relative TSR of ProSiebenSat.1 Media SE s shares over the four-year performance period in comparison to STOXX Europe 600 Media companies. Final number of Final number of performance performance share units share units Relative TSR Relative TSR (STOXX Europe 600 Media)*** (STOXX Europe 600 Media)*** *** *** * Group Adjusted Net Income With a weighting of 50%, the Group Adjusted Net Income determines the target achievement in the Performance Share Plan. That is, 50% of the final number of Performance Share Units are dependent on the average target achievement for the Group Adjusted Net Income over the four-year performance period. Where necessary, to determine the target achievement, the actual Group Adjusted Net Income reported by ProSiebenSat.1 Media SE will be adjusted for effects arising from significant changes in IFRS accounting standards and unplanned effects from M&A transactions conducted within the reporting period (alongside related financing effects). To measure the target achievement, the actual Adjusted Net Income as reported in the relevant approved consolidated financial statements of ProSiebenSat.1 Media SE, subject to above described adjustments, is compared with the target Adjusted Net Income for the respective fiscal year. The target achievement will be disclosed retrospectively in the compensation report. If the actual Adjusted Net Income corresponds to the target value, the target achievement is equal to 100%. The target achievement is equal to 0% if there is a negative deviation from the target Adjusted Net Income of 20%Income or more. To reach the Calibration Adjusted Net maximum target achievement of 200%, the actual Adjusted Net Income must exceed target Adjusted Net Income by 20% or more. Intermediate values will be linearly interpolated. The Adjusted Net Income target achievement curve is symmetrically designed, meaning that an over- or underachievement of the target will be reflected evenly. Target achievement in % 90. Percentile rank ** ** TSR (4 years) STOXX Europe 600 Media 50. (Median) * * Adjusted Net Income Adjusted Net Income 50 % 50 % 25. Actual Adj. Net Income in % of target Adj. Net Income TSR (4 years) ProSiebenSat.1 Year 1 Year 2 Year 3 Year 4 Ø target achievement Adj. Net Income * 17 The average annual Adjusted Net Income target achievement over the four-year performance period is used to determine the target achievement for the Group Adjusted Net Income at the end of a tranche. The Adjusted Net Income target value for each of the fiscal years within the performance period is set annually by the Supervisory Board in Euros and is derived from budget planning for the ProSiebenSat.1 Group. Calibration relative TSR Number oftarget achievement in % Number of x performance x performance share units share units = = (Ø 30 trading days) (Ø 30 trading days) Share price at start* Share price at start* // Year 1 Year 1 Year 2 Year 2 Year 3 Year 3 Target achievement (0-200%) Target achievement (0-200%) Year 4 Year 4 = = x x (Ø 30 trading days) (Ø 30 trading days) Share price at end** Share price at end** = = Payout in Payout in year 5 in cash year 5 in cash (Cap 200% of (Cap 200% of grant value) grant value) 2.1. Grant value Grant value in in Function Function Long Long Term Term Incentive Incentive 16 Relative TSR of ProSiebenSat.1 Media SE s shares over the four-year performance period in comparison with STOXX Europe 600 Media companies. Figure 6: Target achievement curve Adjusted Net Income

10 18 IV. Relative Total Shareholder Return (TSR) In addition, 50% of the final number of Performance Share Units are dependent on the relative TSR of ProSiebenSat.1 Media SE s shares over the four-year performance period, compared with STOXX Europe 600 Media companies. In terms of the TSR performance metric, this index represents the relevant benchmark for ranking the shareholder return of ProSiebenSat.1 Media SE s shares relative to the shareholder return of companies in the selected index. To determine this, the TSR of ProSiebenSat.1 s shares and those of the peer companies shares are placed in rank order, whereby ProSiebenSat.1 Media SE s relative positioning is expressed in terms of the achieved percentile rank. The target achievement will be disclosed retrospectively in the compensation report. Target achievement in % Target achievement in % If the relative TSR achieved by ProSiebenSat.1 Media SE corresponds to the median (50th percentile) of the peer group, the target achievement is relative equal to 100%. If the positioning is at or Calibration TSR lower than the 25th percentile, target achievement is equal Calibration relativethetsr to 0%. To reach the maximum target achievement of 200%, at least the 90th percentile needs to be achieved. Intermediate values will be linearly interpolated for both positive and negative deviations (Median) 50. (Median) TSR (4 years) STOXX Europe TSR (4 years)600 STOXXMedia Europe 600 Media * * * * 19 Obligations to purchase and hold shares in the Company (Share Ownership Guidelines) To further strengthen the equity culture and further align the interests of the Executive Board and shareholders, obligations on the Executive Board members to purchase and hold shares in the Company will be introduced. Each member of the Executive Board is required to purchase shares in ProSiebenSat.1 Media SE with a total value equal to 200% (CEO) or 100% (other members of the Executive Board) of the annual gross fixed base salary and hold these at least until the end of their appointment as a member of the Executive Board. Until the prescribed levels are reached, the members of the Executive Board are required to invest at least 25% of their annual payouts from the Short-Term Incentive (Performance Bonus) and the Long-Term Incentive (Performance Share Plan) in ProSiebenSat.1 Media SE shares. Payouts from variable compensation elements belonging to the previous compensation Calibration Adjusted Net Income system (previous Performance Bonus, Mid-Term Incentive and Calibration Adjusted GroupNet ShareIncome Plan) are not subject to the investment obligation. V. Company pension The design of the company pension will remain unchanged. As in the previous system, the annual contribution of the Company for each Executive Board member s company pension amounts to 20% of their respective fixed base salary. VI. Clawback Going forward, potential claims by the Company against members of the Executive Board will be anchored in the respective service agreements, in reference to 93 para. 2 of the Stock Corporation Act. According to this paragraph, Executive Board members who commit a breach of duty are jointly liable to compensate the Company for damages arising as a consequence of such breach of duty. In the new compensation system, all variable compensation Percentile rank Percentile rank 2.3. Target achievement in % Target achievement in % 2.2. TSR (4 years) ProSiebenSat.1 TSR (4 years) ProSiebenSat.1 Figure 7: Target achievement curve relative TSR Relative TSR of ProSiebenSat.1 Media SE s shares over the four-year performance period intsr comparison with STOXX Europe 600 Media companies. Relative of ProSiebenSat.1 Media SE s shares over the four-year performance period in comparison with STOXX Europe 600 Media companies. Payment date Each respective tranche of the Long-Term Incentive is paid out or settled, as the case may be, in the following year, after the audited and approved consolidated financial statements for the final fiscal year of the four-year performance period are available. Actual Adj. Net Income in % of target Adj. Net Income elements for members of the Executive Board continue to be Actual Adj. Net Income in % of target Adj. Net Income forward-looking and will only be paid out after the end of the term. Up until Year 1 Year 2 plan s respective Year 3 Year 4 that point, they also reflect the Year 1 Year 2 risk that the Yearvalue 3 Year 4 compensation could decrease. of variable Ø target achievement Adj. Net Income Ø target achievement Adj. Net Income * * * The Supervisory Board of ProSiebenSat.1 Media SE is convinced that the new compensation system is transparent, clearly designed and appropriately takes account of criticism regarding the previous compensation system. The variable compensation depends on targets that 5 are precisely defined in advance and 5will be disclosed retrospectively in the compensation report. Going forward, variable compensation will be even more strongly linked to the economic performance of the Company and the Group, as well as to the development of the share price of ProSiebenSat.1 Media SE. We therefore ask you to approve the new compensation system for the Executive Board. ProSiebenSat.1 Media SE

11 Complete forfeiture possible if targets not met. Determination of target parameters and performance target levels at the discretion of the Supervisory Board. Target parameters are typically Group EBITDA and Group Net Debt as well as further financial and non-financial targets. Within one month after the audited and approved consolidated financial statements for the relevant fiscal year are available. Missing of targets Target parameters Payment date Max. 200% increase in share price = 525% overall cap Team targets Grant of so-called Performance Share Units (PSUs) in annual tranches. Determination of the number of PSUs according to the grant value, based on the volume-weighted average XETRA closing price of ProSiebenSat.1 Media SE s shares over the 30 trading days before the beginning of the term (January 1) of the respective tranche. Grant of so-called Performance Share Units (PSUs) in annual tranches. Determination of the number of PSUs according to the grant value, based on the volume-weighted average XETRA closing price of ProSiebenSat.1 Media SE s shares over the 30 trading days before the day on which the respective tranche was granted. Relative positioning of Total Shareholder Return compared with STOXX Europe 600 Media companies during the term of the respective tranche (50% weighting). Grant Annual Adjusted Group Net Income targets during the term of the respective tranche (50% weighting) Annual group EBITDA targets during the term of each respective tranche. Complete forfeiture possible if targets not met. Target parameters Complete forfeiture possible if targets not met. Cap: 200% of the target value. Contractually agreed annual grant value. Term of each tranche: 4 years (Performance period) Long Term Incentive (Performance Share Plan) (share-based compensation component) Within one month after the audited and approved consolidated financial statements for the relevant fiscal year are available. Individual targets Missing targets * In the event of extraordinary developments. +/ 25% adjustment range* Cap: Cap 150% target achievement Contractually agreed annual grant value. Grant value Term of each tranche: 4 years (Performance period) Group Free Cash Flow Modifier (+/ 20%) serving as a bonus/malus, based on: Group EBITDA Financial target parameters (equally weighted): Complete forfeiture possible if targets not met. Cap: 200% of the target amount. Target amount contractually fixed. Term Long Term Incentive (Group Share Plan) (share-based compensation component) Cap: 200% of the target amount. Cap Multi-year variable compensation Target amount contractually fixed. Short Term Incentive (Performance Bonus) In monthly installments In monthly installments Short Term Incentive (Performance Bonus) Oriented toward the respective area of competence and responsibility of the Executive Board member Fixed Base Salary Redesigned compensation system Oriented toward the respective area of competence and responsibility of the Executive Board member Fixed Base Salary Previous compensation system Target compensation Annual variable compensation Variable compensation Payment date Scope Base salary In the following, the changes made in the redesigned Executive Board compensation system are summarized versus the previous compensation system: 20 21

12 (repealed) The respective long-term incentive tranche is paid out or settled, as the case may be, after the audited and approved consolidated financial statements for the final fiscal year of the four-year performance period are available. Mid Term Incentive Plan Payment date No regulations. Purchase and holding obligations Payout in cash. Payout dependent on the achieved Recurring EBITDA 2018 (henceforth Adjusted EBITDA) of the ProSiebenSat.1 Group as well as the achievement of certain threshold values for revenue and Recurring EBITDA (henceforth Adjusted EBITDA) during the term. Complete forfeiture possible if targets not met. CEO: 200% of fixed gross base salary Other members of the Executive Board: 100% of fixed gross base salary Volume: Shares must be held at least until the end of an Executive Board member s appointment. Until the prescribed levels are reached, obligation to invest at least 25% of the annual payouts from annual and multi-year variable compensation in ProSiebenSat.1 Media SE shares. Payout generally in cash or, if decided by the Company, through delivery of a corresponding number of own shares. Term: 3 years Contractually agreed target value Cap: 250% of the target value The respective long-term incentive tranche is paid out or settled, as the case may be, after the audited and approved consolidated financial statements for the final fiscal year of the four-year performance period are available. Payout in cash or through delivery of a corresponding number of own shares. Payout 1/12 of the PSUs granted vest at the end of each month of the first year of the term of a respective tranche. 1/4 of the PSUs granted vest at the end of each year of the term of the respective tranche, if certain Group Net Income thresholds for the relevant year are achieved. Vesting In the event of settlement in shares, the payout amount will be converted into treasury shares using the share price cited above. In the event of settlement in shares, the participant receives one share for each Performance Share Unit. All dividend payments during the term of the tranche are accounted for through inclusion of cumulative dividend payments per share in the payout amount. The payout amount per Performance Share Unit corresponds to the volume-weighted average XETRA closing price of ProSiebenSat.1 Media SE s shares over the 30 trading days preceding the end of the term of the respective tranche, plus cumulative dividend payments on each share during the term of the tranche. The payout amount per Performance Share Unit corresponds to the volume-weighted average XETRA closing price of ProSiebenSat.1 Media SE s shares over the 30 trading days preceding the date on which the conversion rate is ultimately determined. Dividend payments accounted for through a corresponding increase in the number of PSUs, only to the extent that dividend distributions per share for a fiscal year exceed 100% of the group adjusted net income per share for the relevant fiscal year. No option to retroactively adjust the conversion factor or undertake discretionary adjustments to target achievement. To 50% on the relative Total Shareholder Return (TSR) positioning against the STOXX Europe 600 Media companies during the term of the respective tranche. Option to retroactively adjust the conversion factor by up to 25 percentage points in the event of extraordinary developments, taking individual performance of the respective members of the Executive Board into account. Further, the annual target achievement can be adjusted discretionarily within certain limits. To 50% on the achievement of annual Adjusted Net Income targets during the term of the respective tranche and The conversion factor depends The conversion factor depends on the achievement of annual EBITDA targets during the term of the respective tranche. Determination of the final number of Performance Share Units at the end of the term of a tranche by multiplying PSUs by a performance-based conversion factor. Determination of the final number of Performance Share Units at the end of the term of a tranche by multiplying PSUs by a performance-based conversion factor. Redesigned compensation system Dividend payments Determination of payout amount Previous compensation system 22 23

13 24 REPORT OF THE EXECUTIVE BOARD TO THE SHAREHOLDERS MEETING ON THE USE OF TREASURY STOCK WITH EXCLUSION OF PREEMPTIVE RIGHTS The Executive Board submits the following written report to the Company s shareholders meeting convened for May 16, 2018 on the use of treasury stock with an exclusion of the shareholders preemptive rights in the period since the last shareholders meeting on the basis of the authorization pursuant to section 71 para. 1 no. 8 of the German Stock Corporation Act for the acquisition and the use of treasury stock most recently granted by resolution on agenda item 10 of the shareholders meeting on May 21, 2015 ( Authorization 2015 ): The Authorization 2015 allows a use of treasury stock with an exclusion of the shareholders preemptive rights, inter alia, for servicing stock options which were issued in the context of stock option plans of the Company. The possibility of using treasury stock with an exclusion of preemptive rights for servicing stock options is provided by statutory law in section 71 para. 1 no. 8 sentence 5 of the German Stock Corporation Act in connection with sections 186 para. 3, para. 4 and 193 para. 2 no. 4 of the German Stock Corporation Act. The Authorization 2015 also includes such treasury stock which has been acquired on the basis of previous authorizations of the shareholders meeting pursuant to section 71 para. 1 no. 8 of the German Stock Corporation Act for the acquisition of treasury stock. On the basis of the Authorization 2015, in the period from the last shareholders meeting on May 12, 2017 until the date of the publication of the convocation of this year s shareholders meeting in the Federal Gazette (Bundesanzeiger) the Company used a total number of 82,400 of the Company s own shares for servicing the stock options each carrying the right to purchase one no-par value share of the Company by selling the Company s own nopar value shares to the respective option beneficiaries upon exercise of the option against payment of the exercise price determined by the option terms and conditions. In this context, in the period between May 12, 2017 and December 31, 2017 a use of treasury stock took place for servicing stock options in the amount of 82,400 shares. In the period from January 1, 2018 until the publication of the convocation of this year s shareholders meeting in the Federal Gazette no treasury stock was used by the Company for the purpose of servicing stock options. In the whole financial year 2017 a total of 104,630 of the Company s own shares were used for servicing stock options each carrying the right to purchase one no-par value share of the Company. Besides the above mentioned 82,400 no-par value shares which were used for servicing stock options in the period from the last shareholders meeting on May 12, 2017 until the end of the financial year, a further amount of 22,230 of the Company s own shares had already been previously used for servicing stock options in the period between January 1, 2017 and May 12, The stock options were issued by the Company in 2011 to the members of the management of dependent group companies as well as to further selected employees of the Company and its dependent group companies. Stock options of the year 2010 which had not been exercised expired without compensation by December 31, The options of 2011 are based on the Long Term Incentive Plan In accordance with the provisions of the authorization of the shareholders meetings of June 29, 2010, on the basis of which the issuance of options in the context of the Long Term Incentive Plan 2010 took place, the exercise price to be paid by the option beneficiaries upon exercise of the option for the purchase of shares was for stock options, which were issued in the year 2011 originally EUR per share. For purposes of the protection against the dilution of the value of the stock options, the option terms and conditions stipulate, inter alia, that in case of a dividend distribution per (preference) share which exceeds 90% of the consolidated net income (bereinigter Konzernjahresüberschuss) per (preference) share for the financial year of the dividend distribution, the respective exercise price to be paid for stock options which have not been exercised at the time of the adoption of the resolution of the shareholders meeting on the dividend distribution, is to be reduced accordingly (so called anti-dilution protection). In order to limit the economic value attached to the stock options appropriately, the option terms and conditions further provide for an increase of the exercise price in case the average volume-weighted closing auction price of the share in the XETRA trading during the last thirty trading days prior to the exercise of the option exceeds a certain limit (so called Cap). In this case, the exercise price increases by the amount, by which the mentioned average price exceeds the corresponding Cap. For stock options issued in the year 2011, the dividend in the amount of EUR 5.65 per preference share resolved by the shareholders meeting of July 23, 2013 led to a reduction of the exercise price of EUR per share to EUR per share due to anti-dilution protection provisions. The Cap of the options of the year 2011 is reached in case the mentioned average price exceeds the exercise price by more than 200% but at least by EUR upon exercise. Considering the described modifications of the exercise price as a result of the anti-dilution protection provisions, the Cap for the options of the year 2011 was reached at an average price of EUR This limit was not exceeded with respect to the stock options of the year 2011 exercised in 2017 which were served with treasury stock. The allocation of the Company s own shares used in the respective time periods for servicing the stock options of the year 2011 as well as the respective exercise price to be paid by the option beneficiaries for the purchase are set out in more detail in the table below:

14 26 Time period Jan 1 to May 12 to May 12, 2017 Dec 31, 2017 Number of shares servicing stock options 2011 Exercise price/share Total number of used shares since Jan 1, ,230 82,400 EUR EUR ,230 82,400 Stock options of the year 2011 which had not been exercised expired without compensation by December 31, Also apart from that, as from January 1, 2018, no stock options issued in the past in connection with stock option plans of the Company can be exercised any longer. Therefore, as from January 1, 2018, no treasury stock of the Company has been used for the purpose of servicing stock options. The use of the Company s own shares for servicing stock option plans of the Company was carried out in fulfillment of corresponding contractual obligations assumed with the issuance of the stock options. In each case, the authorization to issue the corresponding stock options was granted by the shareholders meeting itself in the context of the authorizations to acquire and to use treasury stock resolved on in previous years. For a company such as ProSiebenSat.1 Media SE it is essential to be able to offer an attractive, success-related compensation package in order to keep and gain qualified employees and to tie them to the Company. The mentioned stock option plans were created for this purpose as part of a performance-focused and adequate compensation and are, therefore, as well as their contractual implementation in the interest of the Company. The use of treasury stock for the fulfillment of the contractual obligations assumed in the context of these stock option plans with an exclusion of the shareholders preemptive rights, was, therefore, objectively justified, adequate and necessary in the interest of the Company. The Authorization 2015 further allows to offer, to transfer and/ or to agree on such transfer in the context of employee participation programs to employees of the Company or a group entity dependent upon the Company, as well as members of the Executive Board of the Company and/or to members of the management of a group entity dependent upon the Company or to third parties which transfer the economic property (wirtschaftliches Eigentum) and/or the economic benefits from the shares to the mentioned persons. The employee participation program of the Company structured in accordance with these provisions ( MyShares ) (hereinafter also the Program ) initially launched in financial year 2016 was continued in Employees of the Company as well as employees and members of the management of its dependent group companies are entitled to participate in the Program. Every participant of the Program (hereinafter also a Program Participant ) is entitled to acquire, as a first step, shares of the Company up to a determined maximum amount in the form 27 of so-called Investment Shares. Additionally, when a Program Participant acquires Investment Shares, he receives a general allowance in the form of so-called Allowance Investment Shares (in the value of the maximum tax exemption amount of EUR ). Subject to further provisions as set out in the terms and conditions of the Program, such allowance has to be refunded, in full or in part, provided that, within a lock-up period of two years, the shares acquired in the course of the Program are sold or the employment relationship between the Program Participant and the Company or the respective group company terminates. After fulfillment of a minimum holding period of three years with respect to the acquired shares, each Program Participant will be granted one further share at no cost as a socalled Matching-Stock share for a certain amount of acquired shares previously determined. During the reporting period and on the basis of the Authorization 2015, the Company used treasury stock to fulfill entitlements of the Program Participants to the acquisition of Investment Shares and Allowance Investment Shares, respectively. For this purpose, in the period from the last shareholders meeting on May 12, 2017 until December 31, 2017, a total number of 20,798 of the Company s own shares were issued as Investment Shares for an average price of EUR per share and 14,356 of the Company s own shares were issued as Allowance Investment Shares (free of charge) to the Program Participants. Apart from that, no treasury stock has been used to fulfill entitlements of Program Participants under the Program in the financial year Also in financial year 2018, no treasury stock has been used to fulfill entitlements of Program Participants until the date of the publication of the convocation of this year s shareholders meeting in the Federal Gazette. Such employee participation program enables the Company and the respective dependent group company, respectively, to offer, in addition to regular compensation, a further successorientated remuneration component to its employees and to its managers, respectively, and, hereby, to attract and retain qualified employees and managers. A long-term commitment of the employees and managers is ensured by the lock-up and minimum holding period stipulated in the Program. However, using treasury stock to fulfill the entitlements under the employee participation program is only possible if the shareholders preemptive rights are excluded fur such shares. The use of treasury stock for this purpose with an exclusion of the shareholders preemptive rights is therefore in the interest of the Company and objectively justified. Therefore, the Company used a total number of 117,554 of the Company s own shares on the one hand for the purpose of servicing stock options from stock option plans of the Company and on the other hand in connection with the employee participation program MyShares in the period from the last shareholders meeting on May 12, 2017 until the date of the publication of the convocation of this year s shareholders meeting in the Federal Gazette. The Company s treasury stock was not used for other purposes than described above.

15 28 29 An acquisition of treasury stock by making use of the Authorization 2015 or previous authorizations pursuant to section 71 para. 1 no. 8 of the German Stock Corporation Act did neither take place in the financial year 2017 nor in the ongoing financial year in the period until the publication of the convocation of this year s shareholders meeting in the Federal Gazette. DOCUMENTS REGARDING THE AGENDA At the time of the publication of the convocation of this year s shareholders meeting in the Federal Gazette, the Company holds in total 4,050,518 own shares. The invitation to this year s shareholders meeting; the adopted financial statements and the approved consolidated financial statements, the combined management report for ProSiebenSat.1 Media SE and the group, including the explanatory report on the information pursuant to sections 289a para. 1, 315a para. 1 of the German Commercial Code and the report of the Supervisory Board of ProSiebenSat.1 Media SE, each for the fiscal year 2017; the proposal for resolution on the use of balance sheet profits of the Executive Board (as part of the invitation to the shareholders meeting); the information document regarding agenda item 5 (also as part of the invitation to the shareholders meeting); the report of the Executive Board on the use of treasury stock with exclusion of preemptive rights (as part of the invitation to the shareholders meeting). Starting at the time of convocation of the shareholders meeting, in particular, the following documents will be made available on the Company s website at All of the above mentioned documents will be displayed for inspection in the shareholders meeting itself. Starting at the date of convocation of the shareholders meeting, shareholders can also inspect them during ordinary business hours in the business rooms of the Company (Medienallee 7, D Unterföhring). Upon request, the above mentioned documents are also sent to shareholders at no charge. We kindly ask you to address requests only to the following mailing address: ProSiebenSat.1 Media SE Aktieninformation Medienallee 7 D Unterföhring Deutschland Telefax: TOTAL NUMBER OF SHARES AND VOTING RIGHTS The Company s share capital at the time of the publication of convocation of the shareholders meeting in the Federal Gazette (Bundesanzeiger) amounts to EUR 233,000, and is divided into 233,000,000 registered no-par value shares. The total number of voting rights in the Company equals the total number of shares and, therefore, amounts to 233,000,000 at the time of the publication of convocation of the shareholders meeting in the Federal Gazette (Bundesanzeiger). At the time of the publication of convocation of this year s shareholders meeting in the Federal Gazette (Bundesanzeiger), the Company holds a total number of 4,050,518 treasury shares. Treasury shares do not convey rights in the shareholders meeting.

16 30 REQUIREMENTS FOR ATTENDING THE SHAREHOLDERS MEETING AND FOR EXERCISING VOTING RIGHTS Shareholders are entitled to attend the shareholders meeting and to exercise their voting rights if they are registered in the share register of the Company and if they registered in time prior to the shareholders meeting. The registration for attending and exercising voting rights must be received by the Company no later than by Wednesday, May 9, 2018, 24:00 hrs CEST (Registration Deadline), and be sent in text form in German or English to the following address ProSiebenSat.1 Media SE c/o Computershare Operations Center D München Deutschland Telefax: or be transmitted electronically within the registration period mentioned above via our password protected online service at the following website: A registration form as well as the personal login data which are required for using the online service will be send to the shareholders who are registered in the Company s share register at the latest at the beginning of the 14th day prior to the shareholders meeting (Wednesday, May 2, 2018, 0:00 a.m. CEST), together with the invitation to the shareholders meeting. In case shareholders should not receive the invitation documents without request e.g. because they were not yet registered in the share register on the date determinative for the dispatch these documents will be send to respective shareholders upon request. A respective request must be sent to the abovementioned registration address. Following due registration, the admission tickets for the shareholders meeting will be send to the shareholders who are registered in the share register, or, if applicable, also directly to their authorized representatives, provided they did not make use of the possibility to authorize proxy representatives appointed by the Company (hereto see below). The admission tickets are no prerequisite for attending the shareholders meeting or exercising voting rights but merely organizational aids. Shareholders who are registered in the share register and who have duly registered before the shareholders meeting, are entitled to attend and exercise their voting rights also without admission ticket. If a bank, a shareholders association or any other person or association of individuals which, pursuant to section 135 para. 8 or para. 10 of the German Stock Corporation Act, is treated like a bank is registered as shareholder in the share register with respect to shares that it does not own, the respective institution is only allowed to exercise the voting rights embodied in these shares on the basis of an authorization of the holder of the shares. 31 The registration to the shareholders meeting does not involve any restriction on the disposal of shares. Therefore, also after registration, shareholders are free to dispose of their shares. However, in relation to the Company, only those persons duly entered in the share register are deemed to be shareholders (Art. 5 of the SE Regulation in conjunction with section 67 para. 2 sentence 1 of the German Stock Corporation Act). With respect to the participation right and to the exercise of voting rights, the stock of shares which is registered in the share register on the day of the shareholders meeting is determinative. Such stock of shares will equal the stock of shares at the end of the last day of the Registration Period (Wednesday, May 9, 2018, 24:00 hrs CEST; so called Technical Record Date) for the reason that, in the time period between Thursday, May 10, 2018, 0:00 a.m. CEST until and including Wednesday, May 16, 2018, no amendments to the share register are made. Acquirers of shares who, with respect to the acquired shares, are not yet registered in the share register at the end of the Registration Period, therefore, cannot exercise participation and voting rights of those shares in their own right. In these cases, the participation and voting rights remain with the shareholder who is registered in the share register with respect to the respective shares until the change in registration. PROCEDURE FOR VOTING BY PROXY Shareholders have the option to grant proxy to a representative, also a bank or a shareholders association or proxy representatives bound by instructions and appointed by the Company, to attend the shareholders meeting on their behalf and to exercise their voting right. Also in this case, the participation requirements mentioned further above need to be fulfilled. If neither a bank nor a shareholders association or any other person or association of individuals which, pursuant to section 135 para. 8 or para. 10 of the German Stock Corporation Act, is treated like a bank is authorized, granting authorization, its revocation and the proof of authorization vis-à-vis the Company, require text form; furthermore, a proxy can be granted or revoked also electronically by using our online service for the shareholders meeting. When granting a proxy to a bank, a shareholders association or any other person or association of individuals which, pursuant to section 135 para. 8 or para. 10 of the German Stock Corporation Act, is treated like a bank, the specific provisions of section 135 of the German Stock Corporation Act apply which, besides others, require that the authorization shall be kept verifiable. Therefore, exceptions from the general text form requirement may apply. However, if applicable, the respective proxy recipients might determine their own requirements for the form; shareholders, therefore, are asked to coordinate the respective form and proxy proceeding with the respective proxy recipients. If the shareholder grants a proxy to more than one person, the Company may reject one or more of them. Proxies may be granted before as well as during the shareholders meeting. Proxy forms which can be used for granting a proxy before or outside the shareholders meeting, respectively, will be send without request to the shareholders who are registered in the share register together with the invitation to the shareholders meeting. A proxy form is also printed on the admission ticket which will be received by the shareholders or their representatives, respectively, following due

17 32 registration. Proxy forms which can be used for granting proxy during the shareholders meeting itself will be handed out to shareholders entitled to attend or to their representatives, respectively, at the admissions desk to the shareholders meeting on the day of the shareholders meeting. The proxy can be granted and revoked by declaration vis-à-vis the Company as well as by declaration vis-à-vis the proxy recipient. For granting and revoking the proxy by declaration vis-à-vis the Company as well as for the transmission of the proof of a proxy which was granted by declaration vis-à-vis the proxy recipient or its revocation, respectively, the address mentioned below can be used to which, in particular, also electronic transmission by is possible: ProSiebenSat.1 Media SE c/o Computershare Operations Center D München Deutschland Telefax: ProSiebenSat1-HV2018@computershare.de A proxy which is granted by declaration vis-à-vis the Company (except for a proxy to a bank or a shareholders association or any other person or association of individuals which, pursuant to section 135 para. 8 or para. 10 of the German Stock Corporation Act, is treated like a bank) can be granted and revoked until Tuesday, May 15, 2018, 6.00 p.m., also electronically by using our online service for the shareholders meeting at the following website: The proof that proxy has been granted can also be provided in such a way that the authorized representative, on the day of the shareholders meeting, shows the duly granted proxy at the admissions desk. If the proxy is granted by declaration vis-à-vis the Company, a separate proof is not required. Furthermore, the Company offers its shareholders the possibility to authorize proxy representatives appointed by the Company who are bound by given instructions to exercise the voting rights at the shareholders meeting. The proxy representatives appointed by the Company, on the proxy form, have to be given binding instructions for exercising the voting rights; they are obliged to exercise the voting rights in accordance with the instructions given to them. The representation by proxy representatives appointed by the Company is limited to exercising the voting rights as instructed with respect to the voting on the resolution proposals of the management board and/or supervisory board regarding the agenda items; the proxy representatives appointed by the Company will not accept instructions for exercising voting rights with respect to other resolution requests or for exercising other shareholder rights at the shareholders meeting. Granting proxies and providing instructions to the proxy representatives appointed by the Company require text form. The Company must receive such proxies and instructions no later than by Tuesday, May 15, 2018, 6:00 p.m. at the address mentioned above with respect to the transmission of proxies or proofs of proxies, respectively. 33 If the online service at the following website: is used for proxies and instructions to the proxy representatives appointed by the Company, such proxies and instructions can be given electronically (as well as amended and revoked) also until the end of the general debate on the day of the shareholders meeting (Wednesday, May 16, 2018). A form for granting proxy and instructions to the proxy representatives appointed by the Company as well as the personal login data which are required for using the online service will be send to the shareholders who are registered in the share register without request together with the invitation to the shareholders meeting. A form for granting proxy and instructions to the proxy representatives appointed by the Company is also printed on the admission ticket which will be received by the shareholders or their representatives, respectively, following due registration. Furthermore, a proxy may also still be granted to the proxy representatives appointed by the Company at the shareholders meeting itself until the beginning of the voting; a corresponding form will be handed out to shareholders entitled to attend or to their representatives, respectively, at the admissions desk to the shareholders meeting on the day of the shareholders meeting. Even after having granted a proxy to a third person or a proxy representative of the Company, respectively, shareholders entitled to attend stay entitled to attend the shareholders meeting personally. In case of a personal attendance to the shareholders meeting of the shareholder or a representative authorized by him, a before granted proxy to a proxy representative of the Company together with the corresponding instructions ceases to exist without a specific revocation; in this case, the proxy representatives appointed by the Company will not take any actions on the basis of the before granted proxy. Further information with respect to the proxy proceeding including granting of proxies and instructions to the proxy representatives appointed by the Company are contained on the registration form and its respective explanations which will be send to the shareholders who are registered in the share register together with the invitation to the shareholders meeting and is also available at the following website:

18 34 SHAREHOLDERS RIGHT TO AN ADDITION TO THE AGENDA PURSUANT TO SECTION 122 PARA. 2 OF THE GERMAN STOCK CORPORATION ACT IN CONJUNCTION WITH ART. 56 SENTENCE 2 AND 3 OF THE SE REGULATION AND SECTION 50 PARA. 2 OF THE SEAG Shareholders whose aggregate shareholdings represent 5% of the share capital or the proportionate amount of EUR 500, of the share capital (this corresponds to 500,000 no-par value shares) may request that items be included on the agenda and published. Each new item of the agenda must also include reasoning or a resolution proposal. The request must be addressed in writing or in the electronic form pursuant to section 126a of the German Civil Code (BGB) (i.e., with a qualified electronic signature) to the Executive Board of ProSiebenSat.1 Media SE and must have been received by the Company no later than Sunday, April 15, 2018, 24:00 hrs. Please send such requests to the following address: ProSiebenSat.1 Media SE Vorstand Medienallee 7 D Unterföhring Deutschland Additions to the agenda to be published will if they have not already been published together with the convocation of the shareholders meeting be published without undue delay the same way as the convocation. SHAREHOLDERS COUNTER-MOTIONS AND ELECTION PROPOSALS PURSUANT TO SECTIONS 126 PARA. 1, 127 OF THE GERMAN STOCK CORPORATION ACT Every shareholder has the right, in the shareholders meeting, to submit counter-motions to the proposals of the Executive Board and/or the Supervisory Board on specific agenda items as well as proposals regarding an election of Supervisory Board members or auditors provided for in the agenda. Counter-motions including a reasoning and election proposals may also be submitted to the Company prior to the shareholders meeting to the following address: ProSiebenSat.1 Media SE Aktieninformation Medienallee 7 D Unterföhring Deutschland Telefax: Counter-motions including a reasoning and election proposals received by the Company at the above-mentioned address by no later than Tuesday, May 1, 2018, 24:00 hrs, will be made available without undue delay including the shareholder s name, the reasoning and potential statements of the management on the following website: 35 Counter-motions and election proposals addressed differently as well as counter-motions without reasoning will not be considered; election proposals do not require reasoning. Furthermore, the Company may, under certain additional conditions further specified in sections 126 and 127 of the German Stock Corporation Act, respectively, partially or completely refrain from making counter-motions or election proposals available or may summarize counter-motions or election proposals, respectively, and their reasoning. Even if counter-motions and election proposals have been submitted to the Company in advance, they will only be considered at the shareholders meeting if they are again submitted or put forward verbally there. The shareholders right to submit counter-motions or election proposals during the shareholders meeting without previous submission to the Company remains unaffected. SHAREHOLDERS RIGHT TO REQUEST INFORMATION PURSUANT TO SECTION 131 PARA. 1 OF THE GERMAN STOCK CORPORATION ACT At the shareholders meeting, on request, the Executive Board shall give information about company matters to any shareholder to the extent that such information is required for proper evaluation of an item on the agenda. The obligation to provide information also covers the Company s legal and business relations with affiliated companies as well as the situation of the group and the companies included in the consolidated financial statements of the Company. Subject to specific conditions further set out in section 131 para. 3 of the German Stock Corporation Act, the Executive Board may refuse to provide information. Furthermore, the chairman of the meeting, subject to further provisions in section 17 para. 3 of the Company s Articles of Incorporation, is authorized to set reasonable time limits for the shareholders right to ask questions and give speeches. ADDITIONAL EXPLANATIONS ON THE SHAREHOLDERS RIGHTS AND INFORMATION PURSUANT TO SECTION 124A OF THE GERMAN STOCK CORPORATION ACT Further explanations on the shareholders rights pursuant to section 122 para. 2 of the German Stock Corporation Act in conjunction with Art. 56 sentence 2 and 3 of the SE Regulation and section 50 para. 2 of the SEAG, section 126 para. 1, section 127 and section 131 para. 1 of the German Stock Corporation Act and the information on this year s ordinary shareholders meeting of the Company pursuant to section 124a of the German Stock Corporation Act will be made available on the Company s following website:

19 36 BROADCASTING OF THE SHAREHOLDERS MEETING ON THE INTERNET It is intended to offer shareholders of the Company and the interested public the opportunity to view the shareholders meeting via audio and video broadcasting, on the Internet at until the general debate commences. Additionally, shareholders of the Company may also view the complete general debate during the shareholders meeting via the passwordprotected online service at The personal login data which are required for using the online service will be send to the shareholders who are registered in the Company s share register on the relevant date together with the invitation to the shareholders meeting unrequested. The intended broadcasting of parts of the shareholders meeting described above will take place only if it is permitted by the chairman of the meeting and is subject to technical availability. Neither an audio nor a video broadcasting of the complete shareholders meeting will take place. The intended broadcasting of parts of the shareholders meeting will not enable the shareholders to participate online in the shareholders meeting within the meaning of section 118 para. 1 sentence 2 of the German Stock Corporation Act. Unterföhring, April 2018 ProSiebenSat.1 Media SE The Executive Board NOTES 37

20 38 39 DIRECTIONS By car By public transportation and shuttle service S-Bahn (urban rail): Take any S-Bahn line to the Ostbahnhof station, where you can board a free shuttle bus. At Ostbahnhof, follow the signs to Orleansplatz/Reisezentrum (Travel Center). U-Bahn (subway) (U5): Take the U5 to the Ostbahnhof station. Take the subway station exit toward Sozialreferat and DBReisezentrum. Bus (X30, 54, 55, 62, 100, 145, 148, 155): Take the bus to the Ostbahnhof station and follow the signs and hostesses to the shuttle service. Tram (19): Take the tram to the Ostbahnhof station and follow the signs and the hostesses to the shuttle service. Shuttle bus service ProSiebenSat.1 at Ostbahnhof: At Orleansplatz across from the DB Reisezentrum (Travel Center), please follow the signs and the hostesses to the free shuttle bus service. It will run every 15 minutes between 8:00 a.m. and 10:00 a.m. to the Annual General Meeting.The bus will travel every half hour between 10:00 a.m. and 1:00 p.m., then every 15 minutes again after 1:00 p.m. Bus 190: Take the bus to the Ostbahnhof station, Friedenstraße (across from the S-Bahn stairwell at Ostbahnhof). This bus will drive to the shuttle stop in Daglfing. Exit at the Rennbahnstraße stop. From there, a free shuttle bus service will run every ten minutes to the Annual General Meeting. From Nuremberg & the airport (A9): Take the A9 toward Munich, exit on the right to the A99 and follow the signs for Salzburg/Innsbruck. At the München-Ost motorway junction, exit on the right to the A94 toward Munich. Take exit 3 München Daglfing and follow the street until the roundabout, where you will take the second exit. Go straight through the intersection to Rennbahnstraße. From Stuttgart (A8): Take the A8 toward Munich, exit on the right to the A99 and follow the signs for Salzburg/A8/MünchenOst/Messe. At the München-Ost motorway junction, exit on the right to the A94 toward Munich. Take exit 3 München Daglfing and follow the street until the roundabout, where you will take the second exit. Go straight through the intersection to Rennbahnstraße. From Salzburg (A8): Take the A8 toward Munich, exit on the right to the A99 and follow the signs for Nürnberg/Stuttgart/Messe/München Flughafen. At the München-Ost motorway junction, exit on the right to the A94 toward Munich. Take exit 3 München Daglfing and follow the street until the roundabout, where you will take the second exit. Go straight through the intersection to Rennbahnstraße. Parking lot (Rennbahnstraße 7, Munich) for the Annual General Meeting of ProSiebenSat.1 Media SE: The free parking lot is conveniently located on the right-hand side of Rennbahnstraße, across from Poseidon restaurant. From there, a shuttle service will run every ten minutes to the Annual General Meeting of ProSiebenSat.1 Media SE.