ProSiebenSat.1 Media SE. Financial Statements as of December 31, 2017

Transcription

1 ProSiebenSat.1 Media SE Financial Statements as of December 31, 2017

2 Content Reference to the Combined Management Report of ProSiebenSat.1 Media SE 3 Balance Sheet 5 Income Statement 8 Notes 10 Responsibility Statement 44 Independent Auditor's Report 45 Editorial Information 52

3 3 Reference to the Combined Management Report of ProSiebenSat.1 Media SE

4 4 Combined Management Report The Management Report of ProSiebenSat.1 Media SE has been combined with the Management Report of the ProSiebenSat.1 Group in accordance with Section 315 para. 5 together with Section 298 para. 2 of the German Commer cial Code (Handelsgesetzbuch) and is published in the 2017 Annual Report of the ProSiebenSat.1 Group. The Annual Financial Statements and the Combined Management Report of ProSiebenSat.1 Media SE for the fiscal year 2017 are filed with the operator of the electronic version of the German Federal Gazette and published in the elec tronic version of the German Federal Gazette. The Annual Financial Statements of ProSiebenSat.1 Media SE as well as the Annual Report of the ProSiebenSat.1 Group for the fiscal year 2017 are also available for download on the Internet at

5 5 Balance Sheet

6 6 Balance Sheet Balance sheet as of December 31, 2017 EUR ASSETS A. Fixed assets Dec 31, 2017 Dec 31, 2016 I. Intangible assets 1. Licenses, trademarks and patents as well as licenses to such assets and rights for a consideration 6,620, ,550, Advances paid on intangible assets 77, ,697, , ,991, II. Property, plant and equipment 1. Buildings on land owned by others 38,669, ,424, Other equipment, fixtures, furniture and equipment 5,711, ,868, Advances paid on tangible assets under construction 10,304, ,685, ,918, ,211, III. Financial assets 1. Interests in Group companies 7,269,329, ,062,289, Loans to Group companies 62,111, ,949, Interests in associated companies 6, Long-term investments 3,154, ,951, Other loans 29,030, ,363,631, ,826, ,201,017, ,425,014, ,258,220, B. Current assets I. Receivables and other current assets 1. Trade accounts receivable 36,743, ,285, Receivables from Group companies 1,196,770, ,614, Other assets 94,367, ,327,881, ,058, ,091,958, II. Cash, cash at banks 1,277,016, ,041,494, ,604,898, ,133,452, C. Prepaid expenses 3,402, ,759, D. Active difference from offsetting 281, , ,033,597, ,395,748,338.45

7 7 Balance sheet as of December 31, 2017 EUR LIABILITIES AND SHAREHOLDERS EQUITY A. Equity Dec 31, 2017 Dec 31, 2016 I. Subscribed capital 233,000, ,000, /. Nominal amount of treasury shares -4,050, ,190, Issued share capital 228,949, ,809, Contingent capital EUR 21,879, II. Capital reserves 1,127,193, ,124,190, III. Other profit reserves 800,000, IV. Distributable profit 1,141,329, ,863,456, ,297,473, ,216,457, B. Provisions 1. Pension provisions and similar obligations 5,181, ,607, Tax provisions 85,958, ,630, Other provisions 126,604, ,639, ,744, ,877, C. Liabilities 1. Bond 600,000, ,000, Liabilities to banks a. Loan liabilities 2,600,000, ,600,000, b. Interest liabilities 4,345, ,777, Deposits received 2,673, ,183, Trade accounts payable 290,475, ,420, Liabilities to Group companies 2,931,588, ,415,669, Other liabilities 60,218, ,803, therof for taxes EUR 47,599, (previous year: EUR 44,745,444.66)-- 6,489,301, ,997,854, D. Deferred income 77, , E. Deferred taxes 29,001, ,491, ,033,597, ,395,748,338.45

8 8 Income Statement

9 9 Income Statement Income statement for the period from January 1 to December 31, 2017 EUR Revenues 115,637, ,194, Other operating income 82,356, ,650, thereof from currency conversion EUR 32,363, (previous year: EUR 22,381,671.53)-- 3. Programming and material expenses a) Cost of licenses, transmisson fees and materials 38,515, ,280, b) Cost of purchased services 23,466, ,982, ,147, ,428, Personnel expenses a) Wages and salaries 90,940, ,505, b) Social security contributions and other employee benefits 9,354, ,295, ,639, ,145, thereof for old age pensions EUR 989, (previous year: EUR 658,251.00)-- 5. Amortization and depreciation of tangible assets and intangible assets 15,407, ,711, Other operating expenses 141,494, ,779, thereof from currency conversion EUR 17,461, (previous year: EUR 22,499,245.03)-- 7. Income from profit transfer agreements 912,450, ,963, Other interest and similar income 12,257, ,147, thereof from Group companies EUR 11,737, (previous year: EUR 9,841,042.38)-- 9. Expenses from loss absorption 41,758, ,592, Interest and similar expenses 89,539, ,254, thereof from Group companies EUR 31, (previous year: EUR 40,285.50)-- --thereof from accumulation EUR 906, (previous year: EUR 797,429.00) Income taxes 159,492, ,496, thereof expenses from deferred taxes EUR 6,397, (previous year: EUR 6,496,969.75) 12. Income after taxes 512,732, ,548, Other taxes 78, , Result of the year 512,653, ,424, Profit carried forward from the previous year 1,428,675, ,533,032, Allocation to profit reserves 800,000, Distributable profit 1,141,329, ,863,456,628.50

10 10 Notes to the Financial Statements for Financial Year 2017

11 11 Notes to the Financial Statements for Financial Year 2017 General disclosures ProSiebenSat.1 Media SE is a publicly traded stock corporation under European law and registered at Munich District Court, Germany, (HRB ) as the parent company of ProSiebenSat.1 Group trading under the name ProSiebenSat.1 Media SE. The registered common share is listed in Germany at the stock exchange in Frankfurt am Main and at the stock exchange in Luxembourg (Bourse de Luxembourg). The Company is headquartered in Unterföhring. Its address is ProSiebenSat.1 Media SE, Medienallee 7, Unterföhring, Germany. Basis and methodology The annual financial statements of ProSiebenSat.1 Media SE were prepared in compliance with the relevant requirements of the German Commercial Code and the German Stock Corporation Act. The cost of production method in accordance with section 275 (2) of the German Commercial Code was applied to the income statement. The accounting methods applied in the previous year were applied unchanged. ProSiebenSat.1 Media SE prepares and publishes its annual financial statements in euro. Due to rounding, it is possible that individual figures in these annual financial statements do not add exactly to the totals shown and that the percentage figures given do not reflect exactly the absolute figures they relate to. In March 2017, the Executive Board and Supervisory Board of ProSiebenSat.1 Media SE jointly issued the annual Declaration of Compliance with the German Corporate Governance Code, as required under section 161 of the German Stock Corporation Act (AktG), and made it permanently available to the shareholders of ProSiebenSat.1 Media SE on the ProSiebenSat.1 Media SE website ( Accounting policies Intangible assets acquired for consideration are capitalized at cost and are amortized on a straight-line basis over no more than ten years. Unscheduled write-downs are taken if a permanent impairment of value can be expected. Internally generated intangible non-current assets are not recognized. Tangible fixed assets are valued at cost, less straight-line depreciation based on wear and tear. Unscheduled writedowns are taken if a permanent impairment of value can be expected. Assets with acquisition costs of up to EUR 150 are recognized in full as expenses in the year of acquisition. Assets with acquisition costs of between EUR 150 and EUR 1,000 are combined into a single item, which is depreciated on a straight-line basis over five years. Buildings on land not owned by the Company are depreciated over their normal useful life or, if shorter, the term of the lease. Other facilities, as well as office furniture and equipment, are depreciated over a term of three to 20 years, depending on the item in question. Financial assets are recognized at cost or at their lower fair value if the impairment is expected to be permanent. If the reasons for permanent impairment no longer apply, write-ups to the acquisition cost are made in compliance with the rules for recovery of value.

12 12 Shares in affiliated companies are generally recognized at cost or, if permanent impairment is expected, at their lower fair value. The check to determine whether shares in affiliated companies are permanently impaired takes place inter alia in simplified company valuations, multi-stage procedures and fair values. The fair values are determined using the discounted cash flow method. Valuations are performed in accordance with IDW RS HFA 10 Application of the principles of IDW S 1 when valuing investments for the purposes of annual financial statements under the German Commercial Code under which cash flows are based on investment-specific planning over a period of five years which is updated using investment-specific growth rates. The capitalization rate applied here is calculated based on the return on a risk-appropriate alternative investment. For selected investments, the valuation was instead based on an indicative appraisal obtained externally from an independent expert as of the reporting date. In addition, previously impaired shares in affiliated companies are reviewed annually to determine whether the reasons for the impairment have ceased to apply. For these shares, too, the fair value of the corresponding financial asset is calculated based on IDW RS HFA 10. Receivables and other assets are measured at their nominal amount or, if applicable, at cost or at their lower fair value on the reporting date. In the valuation of receivables and other current assets, adequate allowances have been made to cover known risks through valuation allowances. Credit balances at banks are shown at their nominal value. Short-term foreign currency balances and liabilities are converted at the exchange rates on the reporting date. Treasury stock is deducted from equity in accordance with section 272 (1a) of the German Commercial Code. Assets that are exclusively for the meeting of pension obligations and inaccessible to all other creditors as of the reporting date are measured at fair value. These assets are offset by the respective underlying obligation. If there is an excess of obligations, it is recognized as a provision. If the value of the assets exceeds the value of the obligations, it is recognized as active difference resulting from offsetting. Pension provisions and similar obligations are measured at the amount payable deemed necessary according to prudent business judgment. This amount payable is calculated using actuarial techniques in accordance with the Projected Unit Credit Method. They are calculated on the basis of biometric data from the 2005 G guideline tables prepared by Prof. Dr. Klaus Heubeck and an average market interest rate for the last ten (previous year: ten) financial years of 3.68 % for a remaining term of 15 years and a pension trend of 0.0 % to 1.0 % a year. The interest component of pension expenses is reported under interest and similar expenses after netting with interest income from plan assets. Tax provisions and other provisions are to be measured at the expected amount payable deemed necessary according to prudent business judgment, taking into account price and cost increases. Long-term provisions (remaining term of more than a year) are to be discounted at the average market interest rate of the past seven years appropriate for the duration, which is calculated and published by Deutsche Bundesbank. Liabilities are measured at their amount payable as of the reporting date.

13 13 ProSiebenSat.1 Media SE uses derivative financial instruments to hedge against risks of changes in interest rates and foreign exchange rates in its operating activities, and in the resulting financing needs. If there is a direct hedging relationship, hedge accounting is applied to the derivative financial instruments together with their underlying transaction in accordance with section 254 of the German Commercial Code. If there is no sufficient hedging relationship, the hedging transactions are measured under the principle of unequal treatment of losses and income; in other words, provisions are formed for negative market values, but positive market values are not recognized. If there are differences between the valuations of assets, liabilities and prepaid expenses under German commercial law and fiscal law, which are expected to reverse in future financial years, any overall surplus of deferred tax liability which remains after offsetting is recognized on the balance sheet, taking into account the loss and interest carried forward. Deferred tax assets are netted out to the extent that they correspond to the existing deferred tax liabilities as of the reporting date. Loss and interest carried forward and tax credits are taken into account to the extent that they are expected to be offset or used within the next five years. Temporary differences between the measurement of assets, liabilities and prepaid expenses of consolidated tax group subsidiaries under German commercial law and fiscal law are included if there are expected to be tax burdens and tax relief from reducing the respective temporary differences at the tax group parent, ProSiebenSat.1 Media SE. Deferred taxes are measured on the basis of the applicable corporate income tax rate and according to the trade tax assessment rates of the income tax consolidation group of ProSiebenSat.1 Media SE. Corporate income tax, the solidarity surcharge and trade tax resulted in a tax rate for deferred taxes of 28 % for the last financial year. Receivables and liabilities in foreign currencies with a remaining term of up to one year are measured at the exchange rate on the reporting date. Foreign currency receivables with a remaining term of more than one year are converted at the exchange rate on the booking date or the lower exchange rate on the reporting date; foreign currency liabilities with a remaining term of more than a year are converted at the exchange rate on the booking date or the higher exchange rate on the reporting date.

14 14 Notes to the Balance Sheet Fixed assets Changes in fixed assets can be found in the statement of changes in fixed assets attached as an annex. Financial assets The ProSiebenSat.1 Media SE overview Group of companies is listed at the end of these Notes. In the financial year 2017, shares in affiliated companies increased by EUR 1,207 million to EUR 7,269 million. This increase was particularly attributable to the intragroup acquisition of companies by ProSiebenSat.1 Media SE in the context of bundling commerce activities. Following the acquisition, these companies were contributed to NUCOM GROUP SE by ProSiebenSat.1 Media SE in the amount of the purchase price. Loans to affiliated companies involve intragroup loans that are not expected to be repaid within a year. As part of the NUCOM transaction, P7S1 Media SE loans to the companies acquired and subsequently contributed were transferred to ProSiebenSat.1 Commerce GmbH. This resulted in receivables in the same amount from ProSiebenSat.1 Commerce GmbH (operating as NCG Commerce GmbH from January 8, 2018 onward), which are payable in the short term and are reported under receivables from affiliated companies. Long-term securities include shares in investment funds that serve to cover pension obligations and that do not fulfill the conditions for netting out with pension provisions in accordance with section 246 (2) sentence 2 of the German Commercial Code. Other loans essentially comprise loans to the landlords of the properties at Gutenbergstrasse 1 3, Gutenbergstrasse 4, and Medienallee 7 at the Unterföhring site. Receivables and other current assets Receivables and other assets Dec 31, 2017 Dec 31, 2016 Remaining term TOTAL Remaining term TOTAL 1 year or less more than 1 year or less more than EUR m 1 year Dec 31, year Dec 31, 2016 Trade accounts receivable Receivables from Group companies 1,197 - / - 1, / Other assets 94 - / / - 63 Total 1, ,328 1, ,092

15 15 Receivables from affiliated companies comprise receivables under profit and loss transfer agreements (EUR 912 million; previous year: EUR 753 million), short-term loan receivables (EUR 51 million; previous year: EUR 40 million), cash pooling receivables (EUR 77 million; previous year: EUR 57 million), and receivables from internal transactions (EUR 157 million; previous year: EUR 148 million). The other assets primarily comprise advance payments made on licenses of EUR 87 million (previous year: EUR 48 million) and tax receivables of EUR 4 million (previous year: EUR 11 million). Prepaid expenses As at December 31, 2017, prepaid expenses mainly included the discount from the bond issued in financial year 2014, which is amortized over the term of the bond. Deferred taxes The following overview details the balance sheet items that include deferred tax receivables and deferred tax liabilities for the income tax consolidation group of ProSiebenSat.1 Media SE: Development of deferred taxes Dec 31, 2017 Dec 31, 2016 EUR m Deferred tax assets Deferred tax liabilities Deferred tax assets Deferred tax liabilities Intangible assets 3 - / / - Fixed assets / - Financial assets Programming assets 0 - / / - Receivables and other current assets Active difference resulting from offsetting - / / - 0 Provisions Liabilities Total Netting Balance - / / Deferred tax assets and tax liabilities are calculated using a combined tax rate of corporate income tax, the solidarity surcharge, and trade tax of 28 %, which is derived from a weighted average of the tax rates of the subsidiaries. Temporary differences to financial assets are measured at an effective tax rate of 1.4 %.

16 16 Equity Subscribed capital As of December 31, 2017, the subscribed capital of ProSiebenSat.1 Media SE amounted to EUR 233,000,000 (previous year: EUR 233,000,000), with each share representing a nominal value of EUR 1.00 of the share capital. Thus, as of December 31, 2017, the number of issued common shares was 233,000,000 (previous year: 233,000,000 common shares) of which the Company itself held 4,050,518 common shares in treasury (previous year: 4,190,301 common shares). Equity development in 2017 EUR m Subscribed capital Capital reserves Profit reserves Balance Sheet profit Total Equity December 31, , ,863 3,216 Allocation to profit reserves - / - - / Paid dividends - / - - / - - / Profit of the year - / - - / - - / Share-based payments and employee share ownership plan / - - / - 3 December 31, , ,141 3,297 Authorized Capital By resolution of the Annual General Meeting on June 30, 2016, new Authorized Capital was created with a corresponding amendment of article 4 (amount and division of share capital) of the articles of incorporation (Authorized Capital 2016). Subject to the consent of the Supervisory Board, the Executive Board is authorized to increase the share cap i tal of the Company on one or more occasions on or before June 30, 2021, up to EUR 87,518,880 against contri butions in cash and/or in kind, by issuing new registered shares. The shareholders must be granted the legal preemptive rights to the new shares. However, subject to the consent of the Supervisory Board, the Executive Board is also authorized to partially or fully exclude the shareholders preemptive rights in cases described in more detail in Authorized Capital The Executive Board resolved on November 3, 2016, with consent from the Supervisory Board on the same day, to increase the company s share capital by EUR 14,202,800 from EUR 218,797,200 to EUR 233,000,000 by issuing 14,202,800 new registered shares each representing EUR 1 of the share capital, making partial use of Authorized Capital 2016 in accordance with article 4 (4) of the articles of incorporation. The shareholders preemptive rights were excluded in accordance with article 4 (4) lit. b. of the articles of incorporation. Following its partial utilization, Authorized Capital 2016 amounts to EUR 73,316,080.

17 17 Contingent Capital By resolution of the Annual General Meeting on June 30, 2016, Contingent Capital was created with a corresponding amendment of article 4 (amount and division of share capital) of the articles of incorporation. In this context, there was a contingent increase in share capital by up to EUR 21,879,720 due to the issuance of up to 21,879,720 new registered common shares (Contingent Capital 2016). The Contingent Capital increase serves to grant shares to holders or creditors of convertible bonds as well as to holders of option rights from warrant-linked bonds that are issued on or before June 29, 2021, as a result of the authorization granted by resolution of the Annual General Meeting of June 30, 2016, by the Company or a German/foreign entity in which the Company either directly or indirectly holds the majority of votes and capital. Treasury shares In accordance with section 71 (1) no. 8 of the German Stock Corporation Act, the Annual General Meeting of May 21, 2015, authorized the Company to acquire its own shares on or before May 20, 2020, in the amount of up to 10 % of the Company s share capital on the date the authorization was granted or if this figure is lower on the date the authorization is exercised, and to use these, also with the exclusion of preemptive rights in the cases described in more detail in the authorization. Treasury shares may also be acquired using derivatives up to a total of 5 % of the share capital on the date the authorization was granted in accordance with the more detailed conditions of the authorization. Together with other own shares owned by or attributable to the Company according to sections 71a et seq. of the German Stock Corporation Act, no more than 10 % of the share capital may be attributable to the shares acquired on the basis of this authorization at any time. The authorization of May 21, 2015, allows the Executive Board, with the Supervisory Board s consent, to exercise its right for any legally permissible purpose, in particular to serve stock options with subscription rights on common shares of ProSiebenSat.1 Media SE that are issued as part of the stock option program to serve share bonuses and employee participation programs. In financial year 2011, 2,500,000 shares in preferred stock were acquired at an average price of EUR to secure the stock option plan and stock awards. In financial year 2009, 4,900,000 shares in preferred stock were acquired at an average price of EUR In financial year 2008, 1,127,500 shares in preferred stock were acquired at an average price of EUR In financial years 2010 and 2012 to 2017, no treasury shares were acquired. In financial year 2013 the classes of shares were merged to common shares, whereby the number of acquired preferred shares corresponds to the number of common shares. In financial year 2017, because of option holders exercise of stock options, ProSiebenSat.1 Media SE sold 104,630 of the Company s own common shares at a strike price of EUR In addition, 35,154 treasury shares were ceded at a price of EUR in the financial year as part of the myshares employee share program. One share was transferred back to the Company by the custodian bank again under myshares in January In the previous year, 342,070 of the Company s own common shares were sold to option holders when exercising stock options after receiving the average option price of EUR In total, ProSiebenSat.1 Media SE held 4,050,518 (previous year: 4,190,301) of its own common shares as of December 31, This is equivalent to 1.7 % (previous year: 1.8 %) of the share capital.

18 18 Capital reserves Capital reserves amounted to EUR 1,127 million (previous year: EUR 1,124 million). Capital reserves included premiums from the new stock issuance in financial year 1997 and the capital increases in 2004 and 2016 as well as the cumulative effects on results that arose in connection with the granting of stock options of the corresponding Long Term Incentive Plans (LTIPs) and with stock awards and the effects from the exercise of stock options. Allocation of profit Under a resolution adopted at the Annual General Meeting on May 12, 2017, a dividend of EUR 435 million was paid out to shareholders of ProSiebenSat.1 Media SE in the past financial year out of ProSiebenSat.1 Media SE s 2016 distributable profit of EUR 1,863 million. This equates to a distribution of EUR 1.90 per dividend entitled common share. In addition, the Annual General Meeting resolved to allocate EUR 800 million from the distributable profit to other retained earnings. In accordance with the German Stock Corporation Act, the dividend payable to shareholders depends on the distributable profit reported in the annual financial statements of ProSiebenSat.1 Media SE under the German Commercial Code. There are plans to use ProSiebenSat.1 Media SE s distributable profit of EUR 1,141 million for the financial year 2017 as follows: Allocation of profit EUR Distribution of a dividend of 1.93 Euro per bearer share of preferred stock Allocation to retained earnings Balance to be carried forward to the next accounting period 441,872, ,000, ,457, Distributable profit as of December 31, ,141,329,660.00

19 19 Provisions Provisions EUR m Dec 31, 2017 Dec 31, 2016 Provisions for pension and similar obligations 5 4 Tax provisions Other provisions Personnel provisions Provision for outstanding invoices Other miscellaneous provisions Subtotal Total Provisions for pensions Pension provisions were recognized for obligations to provide future benefits for active and former members of the Executive Board of ProSiebenSat.1 Media SE and their survivors. Pensions provisions balance sheet presentation EUR m Dec 31, 2017 Dec 31, 2016 Pension obligations before offsetting Fair value of designated assets thereof designated assets exceeding pension obligations 0 0 Pension provisions as per balance sheet 5 4 The acquisition costs of the plan assets amounted to EUR 20 million (previous year: EUR 19 million). In connection with recognizing expenses and income from discounting the obligation and expenses and income from the plan assets, interest expenses of EUR 1 million (previous year: EUR 1 million) and expenses from the impairment of plan assets amounting to EUR 0 million (previous year: EUR 0 million) were recognized under interest expenses.

20 20 Using the average market interest rate of the last seven financial years projected for the reporting date of 2.80 % p.a., the amount payable in the financial year 2017 would be EUR 26 million (including the amount payable contained in the active difference resulting from offsetting). The difference as defined by section 253 (6) sentence 1 of the German Commercial Code was EUR 1 million in the financial year. Tax provisions The tax provisions were formed primarily for corporate income tax and trade tax. The potential impact of a current tax audit has been taken into account. Other provisions Personnel provisions particularly include provisions for multi-year variable incentive systems. In addition to the Group Share Plan (described in the Share-based payment section), these also include the Mid Term Incentive Plan described below. Under the Mid Term Incentive Plan, which was introduced in 2015, participants receive a multi-year variable compensation component. This involves a mid-term remuneration instrument to be paid out in cash for members of the Executive Board and other selected executives that gives participants the opportunity to share in the future development of ProSiebenSat.1 Group s adjusted EBITDA. The Mid Term Incentive Plan has a three-year plan term starting in the financial year 2016 and helps support the attainment of the mid-term targets for the financial year 2018 that have been communicated on the capital market. In addition, it represents a significant incentive for ProSiebenSat.1 Group s successful transformation from a TV company into an entertainment and commerce powerhouse, thereby ensuring the future viability of our Company. The payment amount depends on adjusted EBITDA achieved by ProSiebenSat.1 Group by the end of the plan term in addition to the achievement of certain minimum thresholds for revenues and adjusted EBITDA during the plan term. The adjusted EBITDA actually achieved for the respective year and/or the consolidated revenues for 2018 can be adjusted for effects of extraordinary developments or special circumstances such as major M & A transactions that have not yet been taken into account in the adjusted EBITDA and revenue targets. The payment amount can vary between 0 % and a maximum of 250 % of the respective target value. Executive Board members and other participants in the Mid Term Incentive Plan each receive a one-off allocated amount for the entire plan term. If participants leave the Company prematurely before the end of the plan term, their payment shall be reduced on a pro rata basis. Other miscellaneous provisions include provisions for interest on arrears and value-added tax of EUR 38 million (previous year: EUR 20 million) and provisions for inefficiencies related to valuation units of EUR 3 million (previous year: EUR 6 million) as of December 31, 2017.

21 21 Liabilities Liabilities Dec 31, 2017 Remaining term TOTAL Dec 31, 2017 Dec 31, 2016 Remaining term TOTAL Dec 31, 2016 EUR m 1 year or less From 1 to 5 years More than 5 years 1 year or less From 1 to 5 years More than 5 years Bond - / / / / Liabilities to banks a) Loan liabilities - / - 2, ,600 - / - 2, ,600 b) Interest liabilities 4 - / - - / / - - / - 5 Deposits received 3 - / - - / / - - / - 2 Trade accounts payable / / Liabilities to Group companies 2,932 - / - - / - 2,932 1,416 - / - - / - 1,416 Other liabilities 60 - / - - / / - - / - 57 Total 3,240 2, ,489 1,729 2, ,998 There is an unsecured bond of EUR 600 million with a coupon of % maturing in April They are listed on the regulated market of the Luxembourg stock exchange (ISIN DE000A11QFA7). In addition, there is a syndicated loan agreement comprising an unsecured bullet loan with a nominal volume of EUR 2,100 million and an unsecured revolving credit facility (RCF) with a volume of EUR 750 million that was not drawn down in the financial year In the financial year, the terms of the loan and the RCF were extended until April The loan agreement was concluded with an international banking group. In addition, ProSiebenSat.1 Media SE issued three unsecured syndicated promissory notes totaling EUR 500 million with maturity ranges of seven years (EUR 225 million at a fixed interest rate and EUR 50 million at a variable interest rate) and ten years (EUR 225 million at a fixed interest rate) in the previous year. In the event of a change of control over ProSiebenSat.1 Media SE due to the direct or indirect acquisition of more than 50 % of the voting rights in ProSiebenSat.1 Media SE by a third party (change of control), the lenders are entitled to terminate their loan participation and demand repayment. These items are reported in the balance sheet under liabilities to banks. Liabilities to affiliated companies include in particular liabilities from cash pooling (EUR 2,864 million, previous year: EUR 1,366 million), liabilities from internal transactions (EUR 26 million, previous year: EUR 19 million) and liabilities from profit and loss transfer agreements (EUR 42 million, previous year: EUR 31 million). The increase in cash pooling liabilities primarily results from the acquisition of companies in the context of bundling commerce activities and from the payment of the sales proceeds from the ETI transaction by ProSieben Travel GmbH.

22 22 Notes to the Income Statement Revenues Revenues mainly include proceeds from the disposal of programming assets and ancillary programming rights and from services relating to activities as a holding company. Proceeds of EUR 40 million (previous year: EUR 33 million) were made from the disposal of programming assets and ancillary programming rights, the majority was generated abroad. Proceeds from services due to the holding function relate almost exclusively to apportionment of management fees, proceeds from lease of office space and ancillary costs to affiliated companies. The proceeds were almost exclusively generated from domestic Group companies. Other operating income The income relating to other periods that is included within other operating income amounting to EUR 8 million (previous year: EUR 6 million) and relates primarily to the reversal of provisions and the reversal of bad debt reserves recognized in previous years. Miscellaneous other operating income of EUR 74 million (previous year: EUR 61 million) particularly includes cost transfers to other Group companies and exchange rate effects. Programming and material expenses Expenses for licenses, transmission fees and materials of EUR 39 million (previous year: EUR 37 million) primarily include transmission fee expenses and satellite rental, which are passed on to other companies within the Group. The cost of purchased services chiefly relates to rental expenses, which are passed on to the Group companies as revenues as part of the Group holding company s activities. Personnel expenses In the financial year 2017, personnel expenses amounted to EUR 100 million (previous year: EUR 103 million). The increase in personnel expenses due to further expansion of the workforce was more than offset by a substantial reduction in expenses for incentive agreements. Other operating expenses Other operating expenses of EUR 141 million (previous year: EUR 118 million) particularly include charges passed on by Group companies, legal and consulting costs, and currency effects. Result from profit transfer agreements Income from profit transfer agreements of EUR 912 million (previous year: EUR 753 million) include primarily transferred profits of the German Free-TV stations amounting to EUR 590 million (previous year: EUR 726 million). Expenses from loss absorption increased to EUR 42 million in the financial year 2017 (previous year: EUR 31 million).

23 23 Interest and similar expenses Interest and similar expenses include interest on an allocation of EUR 1 million to pension provisions (previous year: EUR 1 million). Income taxes In addition to the taxable income generated by the Company itself, ProSiebenSat.1 Media SE has a tax liability for the tax assessment bases attributable to the subsidiaries affiliated with it under profit and loss transfer agreements for tax purposes as the tax group parent. Taxes on income include expenses relating to other periods of EUR 16 million (previous year: expenses relating to other periods of EUR 15 million).

24 24 Other Information Contingent liabilities Contingent liabilities EUR m Dec 31, 2017 Dec 31, 2016 Contingent liabilities from guarantees (therof amounts due to Group companies) (32) (19) Liabilities from guarantees are predominantly related to credit guarantees for affiliated companies. On the basis of ongoing risk assessment of the contingent liabilities entered into and considering all knowledge gained up to the preparation of the annual financial statements, ProSiebenSat.1 Media SE expects that the obligations underlying the contingent liabilities can be fulfilled by the relevant principal debtors. Therefore, the risk of utilization of contingent liabilities is estimated to be low. Other financial obligations Other financial obligations EUR m due in following year due in 2nd to 5th year due after 5th year Total Dec 31, 2017 Total Dec 31, 2016 Programming assets 309 1, ,345 2,791 (therof amounts due to Group companies) -/- -/- -/- -/- -/- Distribution (therof amounts due to Group companies) -/- -/- -/- -/- -/- Leasing and rental commitments (therof amounts due to Group companies) -/- -/- -/- -/- -/- Other obligations / (therof amounts due to Group companies) 27 -/- -/ Total 431 1, ,619 3,007 Purchase commitments from program assets result from contracts for the acquisition of film and series licenses concluded before December 31, 2017 and commissioned programs. The majority of the contracts are concluded in US dollars. Financial obligations for satellite rental, obligations under contracts for terrestrial transmission facilities and cable feed charges are reported under Distribution.

25 25 Leasing and rental commitments particularly include building leases for office and editorial space at the sites in Unterföhring. The terms of the major contracts end between 2019 and In addition, obligations arising from the provision of company cars are also reported here. Other liabilities essentially comprise obligations for other third-party service agreements, purchase commitments and memberships. Contingent liabilities In accordance with the regulations of the German Commercial Code and the principles of proper accounting, there are transactions that are not to be shown on the balance sheet. At ProSiebenSat.1 Media SE, these mainly include leasing contracts and contracts for outsourcing operational functions. The latter relate primarily to IT functions. These transactions do not have a significant financial impact on ProSiebenSat.1 Media SE. No significant risks or rewards from these transactions on ProSiebenSat.1 Media SE s financial position can be identified. Employees Average number of employees during the year Employees Trainees, volunteers and interns Total Share-based payment Stock option plan ProSiebenSat.1 Media SE s stock option plan expired as of December 31, As of the reporting date, there are no longer any stock options.

26 26 Overview stock option plan LTIP 2010 Cycle 2011 As of January 1, 2017 Options exercised in 2017 Options expired or forfeited in 2017 As of December 31, 2017 Therof vested on December 31, 2017 Minimum exercise price in EUR Absolute exercise hurdle in EUR Maximum exercise gain in EUR Vesting period* End of exercise period 152, ,630 47, Dec 31,2011 Dec 31,2017 * LTIP 2010: Earliest end of vesting period for the first fifth of issued options (each additional fifth is one year later) Group Share Plan As of December 31, 2017, there were four programs at ProSiebenSat.1 Media SE (Group Share Plans 2014 to 2017). In the context of these plans, beneficiaries are granted rights to virtual shares ( performance share units or PSUs ) after expiration of a four-year holding period. These are long-term remuneration instruments developed by ProSiebenSat.1 Media SE for members of the Executive Board and other selected managers and employees of ProSiebenSat.1 Group. The Annual General Meeting approved the introduction of the Group Share Plan on May 15, The individual beneficiaries and the number of PSUs to be granted to them are determined by the Executive Board of ProSiebenSat.1 Media SE, subject to the consent of the Supervisory Board, or if the Executive Board members themselves are concerned by the Supervisory Board. As the structure of the plans is identical in many aspects, several points below will refer to just one plan. These relate to share-based payments for which ProSiebenSat.1 Media SE has the option to settle the plans using equity instruments or cash. By resolution of March 11, 2016, the Executive and Supervisory Boards of ProSiebenSat.1 Media SE exercised this option and resolved to settle the Group Share Plans in cash. The expired Group Share Plan 2013 was paid out in full in the second quarter of In the fourth quarter of the 2017, the members of the Executive Board, other selected managers, and employees of ProSiebenSat.1 Group were again granted rights to shares in the form of a new Group Share Plan The basic structure and the mechanisms for exercising the rights are largely the same as those of the Group Share Plans 2014 to The Group Share Plan 2017 is recognized in accordance with cash settlement requirements. Expenses for Group Share Plans relating to subsidiaries were passed on to these subsidiaries.

27 27 Measurement, minimum hurdles and performance target PSUs are measured at fair value, which corresponds to the market value of the underlying shares. The conversion factor with which PSUs are converted into cash after the end of the holding period depends on the achievement of EBITDA and net income performance targets that have been determined in advance and may vary between 0 % and 150 % (performance-related cap). If the share price when the conversion factor is defined exceeds the share price when the PSUs were issued by more than 200 %, the conversion factor is further reduced so that a price increase above the threshold of 200 % does not result in a further increased value of the PSUs (price-related cap). Because there is no entitlement to receive share dividends during the term of the plan, the fair value is reduced by the fair value of the expected dividends. The corresponding dividend deductions were derived from the dividend history of ProSiebenSat.1 Group so far. A quarter of the PSUs that have been granted become vested after the end of each year of the holding period. Payments in cash that plan participants receive for each PSU at the end of the four-year plan term depend on the respective targets achieved. To reflect individual performance, the Supervisory Board can change the conversion rate of virtual shares into cash for the Executive Board by a factor of plus/minus 25.0 % for the respective Group Share Plan. In addition, if a surplus dividend is distributed, the number of PSUs is adjusted by a corresponding dilution ratio. The conversion factor and a potential super dividend dilution ratio are applied when the performance share units are converted into cash. The following table provides information on the individual Group Share Plans of ProSiebenSat.1 Media SE: Overview Group Share Plans GSP 2013 GSP 2014 GSP 2015 GSP 2016 GSP 2017 Performance Share Units as of Janaury 1, , , , ,546 - / - Granted performance share units in / - - / - - / - - / - 265,133 Forfeited performance share units in / - 7,923 16,453 33,138 4,691 Disbursed performance share units in ,419 - / - 8,202 5,890 - / - As of December 31, / - 324, , , ,442 Grant date Sept 9, 2013 Sep 15, 2014 Dec 1, 2015 Dec 15, 2016 Dec 15, 2017 Vesting period 2013 until until until until until Nominal amount of non-forfeitable performance share units before coversion in cash Other share-based payment models ProSiebenSat.1 Media SE also operates the myshares employee share program which was launched again in the financial year As part of this program, 35,154 treasury shares were ceded at a price of EUR

28 28 Professional fees of the independent auditor The information required under section 285 no. 17 of the German Commercial Code regarding the total fees charged by our independent auditor, KPMG AG Wirtschaftsprüfungsgesellschaft, in financial year 2017 is provided in the consolidated financial statements of ProSiebenSat.1 Media SE as of December 31, Derivative financial instruments ProSiebenSat.1 Media SE is exposed to a variety of financial risks through its business operations and financing requirements. These risks are managed by the Group Finance & Treasury central area as part of financial risk management. The goals of financial risk management are to ensure solvency and manage market price risks in a riskadequate manner. The derivative financial instruments used here serve exclusively to hedge existing risks and are not used for speculation purposes. The market value of interest rate swaps is calculated by discounting the expected future cash flows. The market values of interest rate caps, interest rate floors, and currency options are calculated based on option price models reflecting the current market situation. The market values of currency forwards are derived from the forward exchange rate set by the market. Other methods may lead to deviations. The nominal and market values of derivative financial instruments held by ProSiebenSat.1 Media SE as of December 31, 2017, are shown below: Nominal amounts and market values Year of maturity Nominal amount as of Dec 31, 2017 Market value as of Dec 31, 2017 million from 2023 Currency hedging USD USD USD USD EUR Currency forwards 534 1, ,102 8 Currency options / Interest hedging EUR EUR EUR EUR EUR Interest hedging 2,950 2,600 - / - 5,550-13

29 29 The derivative financial instruments reportable under the German Commercial Code are recognized under the fol lowing items on the balance sheet at the indicated carrying amounts. These currency forwards and interest caps are used for hedging purposes, but are not part of a valuation unit according to section 254 of German Commercial Code. Reporting of derivative financial instruments Other assets Liabilities to banks Other provisions EUR m Dec 31, 2017 Dec 31, 2016 Dec 31, 2017 Dec 31, 2016 Dec 31, 2017 Dec 31, 2016 Currency forwards - / - - / - - / - - / Currency options / - - / - - / - - / - Interest cap / - - / - - / - - / - Interest swaps - / - - / Total Valuation units to hedge foreign currency risk ProSiebenSat.1 Media SE concludes a significant portion of its license agreements with production studios in the U.S. ProSiebenSat.1 Media SE generally fulfills its financial obligations for purchasing these program rights in U.S. dollars. Exchange rate fluctuations between the EUR and the USD may therefore adversely impact ProSiebenSat.1 Media SE s financial and earnings situation. The low volume of receivables and liabilities in other currencies or for other purposes results in negligible currency risk. ProSiebenSat.1 Media SE pursues a Group-wide portfolio approach. The term foreign currency exposure includes the total volume of all future U.S. dollar payments which result from existing license agreements and will be due within a period of seven years. As part of foreign currency management, ProSiebenSat.1 Media SE employs various derivatives and original financial instruments to hedge against currency fluctuations. These include currency forwards, currency options and currency holdings (spot currency positions) in U.S. dollars. Derivative financial instruments which fulfill the accounting prerequisites of a hedging relationship are reported under hedge accounting, in accordance with section 254 of the German Commercial Code. ProSiebenSat.1 Media SE s gross foreign currency exposure is combined with the opposing currency hedging transactions into one portfolio macro hedge. The underlying and hedging transactions are each measured using the respective underlying cash flows for this purpose.

30 30 The following table shows the Company s net foreign currency exposure: Risk of foreign currency analysis USD m Dec 31, 2017 Dec 31, 2016 Gross foreign currency exposure -2,789-3,334 Hedge accounting 2,005 2,205 Held for trading Currency holdings ,181 2,511 Net exposure Hedge ratio 78% 75% Financial instruments to hedge interest rate risk ProSiebenSat.1 Media SE understands interest rate risk as the risk of rising financing costs caused by an increase in the interest rate. Instruments for hedging interest rate risks are interest rate swaps and interest rate options (e.g. interest caps, swaptions). As of December 31, 2017 all interest rate swaps are designated in valuation units whereas interest rate options are accounted for on a stand-alone basis. As the buyer of an interest rate option, ProSiebenSat.1 Media SE has the right, but not the obligation, to swap future floating-rate interest payments for fixed-rate interest payments. These are used to compensate for future, floating-rate interest payments on the loans by replacing those payments with fixed-rate interest payments, if the latter are favorable for ProSiebenSat.1 Media SE. However, because the interest derivatives serve exclusively to hedge interest rate risk, there is no intention to close out. As of December 31, 2017, there were interest rate caps of EUR 1,250 million (previous year: EUR 1,250 million). These transactions hedge interest rate risks until ProSiebenSat.1 Group has also entered into further interest rate hedging transactions with a nominal volume totaling EUR 1,600 million (previous year: EUR 1,600 million), hedging the interest rate risk in the period from 2018 to In addition, there are further interest rate options that limit the risk arising from the current negative interest level, of which EUR 850 million relate to the period until 2018 and EUR 500 million relate to the period from 2018 to The hedge ratio/proportion of fixed interest for loans and borrowings was roughly 98 % as of December 31, 2017 (previous year: approximately 98 %). The average fixed rate of the interest rate swaps was 1.9 % per annum as of December 31, 2017 (previous year: 1.9 %). The average interest rate ceiling of the interest rate caps was 0.0 % per annum as of December 31, 2017 (previous year: 0.0 %). The fixed-rate coupon of the notes is % per annum. Valuation units to hedge interest rate risk ProSiebenSat.1 Media SE is exposed to interest rate risk through its floating interest rate financing loans. In addition to the aforementioned stand-alone derivatives ProSiebenSat.1 Media SE hedges interest rate risks using interest swaps which are designated in valuation units. In the case of interest rate swaps, floating-rate interest payments are exchanged with fixed-rate interest payments. These are used to compensate for future, floating-rate and thus uncertain interest payments on the loans by replacing those payments with fixed-rate interest payments.

31 31 As of December 31, 2017 there were interest rate swaps with a total volume of EUR 1,350 million (previous year: EUR 1,350 million). Thereof the nominal value of EUR 850 million (previous year: EUR 850 million) relates to the period until 2018 and EUR 500 million (previous year: EUR 500 million) to the period from 2018 to Executive Board and Supervisory Board The members of the Executive Board and Supervisory Board of ProSiebenSat.1 Media SE are listed in the Members of the Executive Board and Members of the Supervisory Board sections of the Notes, together with their memberships on other statutorily required supervisory boards and comparable bodies. As of January 1, 2017, Sabine Eckhardt was appointed to the Executive Board of ProSiebenSat.1 Media SE as Chief Commercial Officer (CCO). Dr. Gunnar Wiedenfels stepped down from the Executive Board at his own request as of March 31, Dr. Jan Kemper was appointed to the Executive Board as Chief Financial Officer (CFO) as of June 1, Dr. Ralf Schremper (Chief Investment Officer) stepped down from the Executive Board of ProSiebenSat.1 Media SE as of July 31, Starting from August 1, 2017, Dr. Jan Kemper took on the Group s M & A department. Thomas Ebeling, CEO of ProsiebenSat.1 Media SE, will step down from the Executive Board as of February 22, His employment contract, which would have been effective until June 30, 2019, will also end effective February 22, Under the termination agreement, a severance payment of EUR 7 million was agreed, which will be paid out or in the case of the contractual pension contributions continued after the termination date. Conrad Albert, currently the Executive Board member for External Affairs & Industry Relations and also the Company s General Counsel, was appointed as Vice Chairman of the Executive Board. Details on the individual remuneration of members of the Executive Board and the Supervisory Board, in accordance with section 285 (1) no. 9 (a) sentences 5 to 8 of the German Commercial Code, can be found in the information in the Compensation Report, which forms part of the combined management report. The compensation system of the Executive Board is described in detail there. In the financial year 2017, the members of the Executive Board did not exercise or dispose of any stock options (previous year: 82,000). The Company has neither granted loans to nor assumed guaranties or warranties for the members of the Executive Board. Compensation paid to the members of the Executive Board of ProSiebenSat.1 Media SE was EUR 13 million in the reporting period (previous year: EUR 15 million). This remuneration includes a variable component totaling EUR 8 million (previous year: EUR 11 million) and benefits totaling EUR 0 million (previous year: EUR 0 million). In addition, Executive Board members receive a long-term share-based compensation component and a multi-year variable compensation component. For further details, please refer to the Compensation Report, which is included in the combined management report. Total compensation was paid to former Executive Board members amounting to EUR 5 million in financial year 2017 (previous year: EUR 6 million). This includes the payment of 75,687 performance share units from the Group Share Plan 2013 amounting to EUR 3 million (previous year: EUR 3 million), the severance payment for Dr. Ralf Schremper of EUR 1 million payable on the termination date (July 31, 2017), and pension payments of EUR 0 million (previous year: EUR 0 million).

32 32 ProSiebenSat.1 Media SE recognized pension provisions of EUR 12 million (previous year: EUR 11 million) before netting with plan assets for pension commitments to members of the Executive Board who were in office as of December 31, Provisions totaling EUR 13 million (previous year: EUR 12 million) before netting with plan assets were set aside at December 31, 2017, for pension obligations to former members of the Executive Board. The accrued entitlement to pension benefits as of December 31, 2017 was EUR 14 million (previous year: EUR 14 million) for members of the Executive Board in office in financial year This includes entitlements from deferred compensation of EUR 10 million (previous year: EUR 10 million). The accrued entitlement to pension benefits for departed Executive Board members was EUR 8 million (previous year: EUR 8 million). This includes entitlements from deferred compensation of EUR 2 million (previous year: EUR 2 million). With the exception of the MTIP, Group Share Plans and pension entitlements, payments to the Executive Board are all payable in the short term. Expenses for the Supervisory Board of ProSiebenSat.1 Media SE came to EUR 2 million in the reporting period (previous year: EUR 2 million). The compensation of the Supervisory Board is set in the articles of incorporation of the Company. Members of the Supervisory Board receive fixed annual compensation for each full financial year of their membership of the Supervisory Board. The fixed compensation amounts to EUR 250,000 for the Chairman of the Supervisory Board, EUR 150,000 for the Vice Chairman and EUR 100,000 for all other members of the Supervisory Board. The Chairman of the Supervisory Board committee receives additional fixed annual compensation of EUR 30,000; the additional fixed annual compensation for the Chairman of the Audit and Finance Committee amounts to EUR 50,000. Members of the Supervisory Board also receive fixed annual compensation of EUR 7,500 for membership in a Supervisory Board committee. In addition, members of the Supervisory Board receive a meeting honorarium of EUR 2,000 for each meeting attended in person. For the Chairman of the Supervisory Board, the meeting honorarium amounts to EUR 3,000 for each meeting attended in person. In the event of multiple meetings held on one day, the meeting honorarium is only paid once. No performance-based variable compensation is granted. Altogether, the current members of the Executive Board and Supervisory Board directly held 90,630 common shares (previous year: 65,244 common shares) of ProSiebenSat.1 Media SE as of December 31, This is equivalent to 0.0 % of the share capital (previous year: 0.0 %). Pursuant to article 19 of the Market Abuse Regulation (MAR) and section 15a of the German Securities Trading Act (WpHG), members of the Executive Board and Supervisory Board of ProSiebenSat.1 Media SE must disclose securities transactions relating to ProSiebenSat.1 shares. In addition, securities transactions of close relatives are also subject to disclosure. In the financial year 2017, a total of 12 transactions were reported to ProSiebenSat.1 Media SE in which Executive Board members purchased 27,500 shares and sold 5,000 shares and Supervisory Board members purchased 8,386 shares. In financial year 2016, a total of 27 transactions were reported to ProSiebenSat.1 Media SE in which members of the Supervisory Board purchased a total of 12,449 common shares of ProSiebenSat.1 Media SE and Executive Board members acquired 45,450 common shares and sold 82,000 common shares. ProSiebenSat.1 Media SE disclosed these transactions without delay on its website ( pursuant to article 19 MAR and section 15a WpHG.

33 33 Group affiliation As in the previous year, ProSiebenSat.1 Media SE had no reportable group affiliation as of December 31, Events after the reporting date The long-standing CEO of ProSiebenSat.1 Media SE, Thomas Ebeling, will leave the company after the financial statement press conference for the financial year 2017 on February 22, This was commonly agreed between the CEO and the Supervisory Board of ProSiebenSat.1 Media SE. Conrad Albert, currently the Executive Board member for External Affairs & Industry Relations and the Company s General Counsel, was appointed as Vice Chairman of the Executive Board on November 19, Notification of voting rights According to section 160 (1) no. 8 of the German Stock Corporation Act, disclosures must be made regarding the existence of investments that ProSiebenSat.1 Media SE has been notified of in accordance with section 33 (1) or (2) of the German Securities Trading Act. The table below shows the reportable investments for which notification was given in financial year In each case, the information was taken from a reporting entity s most recent notification to the Company. All voting rights notifications were published by ProSiebenSat.1 Media SE in the financial year 2017 in accordance with the German Securities Trading Act and are available on the Company s website ( Please note that the details regarding the investment as a percentage and number of voting rights may now be out of date. Reportable investments in financial year 2017 Notifying party Date of reaching, exceeding or falling below the threshold Reporting threshold Direct Indirect Shareholding ( 33 WpHG) 1 ( 34 WpHG) 1 in % Number of voting rights BlackRock Inc., Wilmington, Delaware, USA February 8, 2017 N/A 2 X ,142,609 Invesco Ltd., Hamilton, Bermuda, USA May 15, 2017 Falling below 3% X ,908,481 The Income Fund of America, Wilmington, Delaware, USA The Capital Group Companies, Inc., Los Angeles, USA Capital World Growth and Income Fund Los Angeles, USA Capital Income Builder, Wilmington, Delaware, USA September 1, 2017 Falling below 5% X ,350,958 September 19, 2017 Exceeding 15% X ,984,859 September 19, 2017 Exceeding 5% X ,970,754 November 9, 2017 Exceeding 3% X ,136,000 OppenheimerFunds, Inc., Denver, Colorado, USA November 28, 2017 Exceeding 3% X 1 33, 34 WpHG comply with 21 or 22 WpHG in the version dated until and including January 2, Voluntary group notification with triggering threshold on subsidiary level ,220,154

34 34 Statement of changes in fixed assets in fiscal year 2017 Acquisition and production cost EUR As of Jan 1, 2017 Additions Reclassifications Merger Disposals As of Dec 31, 2017 I. Intangible assets 1. Licenses, trademarks and patents as well as licenses to such assets and rights for a consideration 10,024, ,608, , , ,329, Advances paid on intangible assets 441, , , , ,466, ,685, , ,407, II. Property, plant and equipment 1. Buildings on land owned by others 118,611, ,462, ,073, ,182, ,965, Other equipment, fixtures, furniture and equipment 17,726, ,928, , ,607, ,182, Advances paid on tangible assets under construction 5,918, ,270, ,209, ,675, ,304, ,256, ,661, ,465, ,453, III. Financial assets 1. Interests in Group companies 6,318,411, ,207,039, ,314, ,523,136, Loans to Group companies 114,949, ,811, ,649, ,111, Interests in associated companies , , Long-term investments 2,712, , ,657, Other loans 21,826, ,203, ,030, ,457,899, ,267,006, ,314, ,649, ,617,941, ,610,622, ,292,353, ,314, ,858, ,770,802, Amortization, depreciation and write-downs EUR As of Jan 1, 2017 Additions Write-up Merger Disposals As of Dec 31, 2017 I. Intangible assets 1. Licenses, trademarks and patents as well as licenses to such assets and rights for a consideration 2. Advances paid on intangible assets 6,474, ,979, , ,709, ,474, ,979, , ,709, II. Property, plant and equipment 1. Buildings on land owned by others 2. Other equipment, fixtures, furniture and equipment 3. Advances paid on tangible assets under construction 77,187, ,266, ,158, ,296, ,857, ,161, ,547, ,471, ,045, ,428, ,705, ,767, III. Financial assets 1. Interests in Group companies 2. Loans to Group companies 3. Interests in associated companies 4. Long-term investments 5. Other loans 256,121, ,314, ,807, , , , ,882, , ,314, ,310, ,402, ,407, , ,314, ,450, ,787,735.85

35 35 Statement of changes in fixed assets in fiscal year 2017 Carrying amounts EUR As of Dec 31, 2017 As of Dec 31, 2016 I. Intangible assets 1. Licenses, trademarks and patents as well as licenses to such assets and rights for a consideration 2. Advances paid on intangible assets 6,620, , ,697, ,550, , ,991, II. Property, plant and equipment 1. Buildings on land owned by others 2. Other equipment, fixtures, furniture and equipment 3. Advances paid on tangible assets under construction 38,669, ,711, ,304, ,685, ,424, ,868, ,918, ,211, III. Financial assets 1. Interests in Group companies 2. Loans to Group companies 3. Interests in associated companies 4. Long-term investments 5. Other loans 7,269,329, ,111, , ,154, ,030, ,363,631, ,062,289, ,949, ,951, ,826, ,201,017, ,425,014, ,258,220,349.49

36 36 Member of the Executive Board of ProSiebenSat.1 Media SE (as of December 31, 2017) Thomas Ebeling CEO Dr. Jan Kemper CFO Conrad Albert Sabine Eckhardt Jan David Frouman Christof Wahl CEO since March 1, 2009 until February 22, 2018 CFO since June 1, 2017 Member of the Executive Board since October 1, 2011 Deputy CEO since November 19, 2017 Interims CEO since February 23, 2018 Member of the Executive Board since January 1, 2017 Member of the Executive Board since March 1, 2016 Member of the Executive Board since May 1, 2016 Responsibilities: PMO & Strategy, Corporate Communication, Human Resources, Wellbeing, Special Projects Mandates*: Bayer AG, Lonza Group Ltd. (until April 25, 2017), Auris Luxembourg III S.à.r.L., MPM Oncology Impact Fund, GfK SE, Cullinan Oncology, LLC Responsibilities: Group Operations & IT, Group Controlling, Group Finance & Investor Relations, Accounting & Taxes, Mergers & Acquisitions, Internal Audit, Corporate Procurement, Corporate Real Estate Responsibilities: Regulatory Affairs & Governmental Relations, German Industry Relations, Group Content Acquisitions, Legal Affairs, Distribution Contract Management, Audiovisual Transaction Business Development, Corporate Security, Compliance, Corporate Office Mandates*: VG Media GmbH Responsibilities: Ad Sales (SevenOne Media, SevenOne AdFactory, 7Ventures, P7S1 Licensing), Operations & Media Inventory Management, Media Competence Center, Marketing, Digital TV Ad Cooperations, P7S1 Accelerator Mandates*: New Flag GmbH (until December 31, 2017) Responsibilities: TV Germany, P7S1 Austria, P7S1 Switzerland, Pay TV, Red Arrow Entertainment Group, Group Content Strategy, 7Stories Responsibilities: Data, Media Alliance, Distribution, AdVoD/AdTech, Digital Platforms, Leisure & CS, Sports Mandates*: Domus Immobilien AG (until December 31, 2017) Dr. Gunnar Wiedenfels CFO Dr. Ralf Schremper CFO since April 1, 2015 until March 31, 2017 Member of the Executive Board since April 1, 2015 until July 31, 2017 Responsibilities: Group Operations & IT, Group Controlling, Group Finance & Investor Relations, Accounting & Taxes, Internal Audit, Corporate Procurement, Corporate Real Estate Responsibilities: Mergers & Acquisitions Due to the resegmentation as at January 1, 2018 resposibilities will be adjusted in * Membership in supervisory boards whose establishment is required by law or in comparable domestic or foreign controlling bodies of business enterprises.

37 37 Member of the Supervisory Board of ProSiebenSat.1 Media SE and their mandates in other Supervisory Boards (as of December 31, 2017) Dr. Werner Brandt Chairman Dr. Marion Helmes Vice Chairwoman Lawrence A. Aidem Antoinette (Annet) P. Aris Adam Cahan Angelika Gifford Erik Adrianus Hubertus Huggers Ketan Mehta Prof. Dr. Rolf Nonnenmacher Member of the Supervisory Board of ProSiebenSat.1 Media AG since June 26, 2014 of ProSiebenSat.1 Media SE since May 21, 2015 (Consultant) Member of the Supervisory Board of ProSiebenSat.1 Media AG since June 26, 2014 of ProSiebenSat.1 Media SE since May 21, 2015 (Consultant) Member of the Supervisory Board of ProSiebenSat.1 Media AG since June 26, 2014 of ProSiebenSat.1 Media SE since May 21, 2015 Our Film Festival, Inc. (Fandor) (President, CEO) Member of the Supervisory Board of ProSiebenSat.1 Media AG since June 26, 2014 of ProSiebenSat.1 Media SE since May 21, 2015 INSEAD (Adjunct Professor of Strategy) Member of the Supervisory Board of ProSiebenSat.1 Media AG since June 26, 2014 of ProSiebenSat.1 Media SE since May 21, 2015 Yahoo Inc. (Senior Vice President Mobile and Emerging Products) Member of the Supervisory Board of ProSiebenSat.1 Media AG and of ProSiebenSat.1 Media SE since May 21, 2015 Hewlett Packard GmbH (General Manager) Member of the Supervisory Board of ProSiebenSat.1 Media AG since June 26, 2014 of ProSiebenSat.1 Media SE since May 21, 2015 Vevo LLC (President, CEO) Member of the Supervisory Board of ProSiebenSat.1 Media SE since November 24, 2015 Allen & Company LLC (Managing Director) Member of the Supervisory Board of ProSiebenSat.1 Media SE since May 21, 2015 (Certified Public Accountant) Mandates: RWE AG (non-executive), Innogy SE* (non-executive), Osram Licht AG* (non-executive), Deutsche Lufthansa AG* (non-executive) *until December 31, 2017 Mandates: Uniper SE (non-executive), NXP Semiconductors N.V. (non-executive), Bilfinger SE (non-executive), British American Tobacco LTD (non-executive) Mandates: none Mandates: Thomas Cook PLC (non-executive), Jungheinrich AG (non-executive), ASR Netherlands N.V. (non-executive), ASML N.V. (non-executive) Mandates: none Mandates: Rothschild & Co. S.C.A, Paris (non-executive), TUI AG, Berlin/Hannover (non-executive) Mandates: none Mandates: none Mandates: Continental AG (non-executive), Covestro AG (non-executive), Covestro Deutschland AG (non-executive)

38 38 List of holdings according to 285 No. 11 HGB of ProSiebenSat.1 Media SE as of December 31, 2017 Name of company Location Relationship Holding** Currency*** Equity* in thousands Annual result* in thousands Footnote Affiliated companies Germany 12Auto Group GmbH Unterföhring indirect EUR 1, Life GmbH Unterföhring indirect EUR 78, Love Holding GmbH Unterföhring indirect EUR 296, NXT GmbH Berlin indirect EUR 8,085-4,158 7NXT Health GmbH Berlin indirect EUR -3,550-3,940 7Screen GmbH Unterföhring indirect EUR Stories GmbH Unterföhring indirect EUR Wellbeing GmbH Unterföhring indirect EUR 17, Live Fernsehen GmbH Unterföhring direct EUR Active Agent AG Freiburg im Breisgau indirect EUR ADITION technologies AG Düsseldorf indirect EUR AdTech S8 GmbH Unterföhring indirect EUR Advopedia GmbH Unterföhring indirect EUR Allmedica Arzneimittel GmbH Wehrheim indirect EUR 19-2 DISTRICON GmbH Wehrheim indirect EUR 2,753 1,882 DOSB New Media GmbH Unterföhring indirect EUR Dr. Kleine Pharma GmbH Bielefeld indirect EUR 3,303 2,138 Fem Media GmbH Unterföhring indirect EUR 1,480 1,080 Flaconi GmbH Berlin indirect EUR 5, Glomex GmbH Munich indirect EUR 18, Good Vita GmbH Wehrheim indirect EUR Gymondo GmbH Berlin indirect EUR Hip Trips GmbH Munich indirect EUR - / - - / - 2 i12 GmbH Linden indirect EUR Jochen Schweizer GmbH Munich indirect EUR - / - - / - 2 Jochen Schweizer Leisure & Travel Holding GmbH Munich indirect EUR - / - - / - 2 Jochen Schweizer mydays Holding GmbH Munich indirect EUR - / - - / - 2 Jochen Schweizer Technology Solutions GmbH Munich indirect EUR - / MAGIC Internet Holding GmbH Berlin indirect EUR 26, marktguru Deutschland GmbH Munich indirect EUR 2, maxdome GmbH Unterföhring indirect EUR 5, Maximilian Online Media GmbH Linden indirect EUR MMP Event GmbH Cologne indirect EUR moebel.de Einrichten & Wohnen AG Hamburg indirect EUR 7,592 1,144 mydays Event GmbH Munich indirect EUR mydays GmbH Munich indirect EUR 33, mydays Holding GmbH Munich indirect EUR myloc managed IT AG Düsseldorf indirect EUR 4, NCG - NUCOM GROUP SE Unterföhring direct EUR - / - - / - 2 P7S1 SBS Holding GmbH Unterföhring direct EUR 431, PARSHIP ELITE Group GmbH Hamburg indirect EUR 115,211-1,891 PARSHIP ELITE Service GmbH Hamburg indirect EUR 95-2 PE Digital GmbH Hamburg indirect EUR 25,000 18,564 PEG Management GmbH & Co. KG Unterföhring indirect 0.00 EUR 23,636 36,286 Preis24.de GmbH Düsseldorf indirect EUR -7,482-5,963 ProSieben Travel GmbH Unterföhring indirect EUR 467, ProSiebenSat.1 Accelerator GmbH Unterföhring indirect EUR 2, ProSiebenSat.1 Achte Verwaltungsgesellschaft mbh Unterföhring direct EUR ProSiebenSat.1 Adjacent Holding GmbH Unterföhring indirect EUR 31, ProSiebenSat.1 Advertising Platform Solutions GmbH Unterföhring indirect EUR 1, ProSiebenSat.1 Applications GmbH Unterföhring indirect EUR 2, ProSiebenSat.1 Broadcasting GmbH Unterföhring direct EUR 15, ProSiebenSat.1 Commerce GmbH Unterföhring indirect EUR 559, ProSiebenSat.1 Digital & Adjacent GmbH Unterföhring direct EUR 1,434, ProSiebenSat.1 Digital Content GmbH Unterföhring indirect EUR 120, ProSiebenSat.1 Digital Entertainment GmbH Unterföhring direct EUR 1, ProSiebenSat.1 Digital GmbH Unterföhring indirect EUR 157, ProSiebenSat.1 Einundzwanzigste Verwaltungsgesellschaft mbh Unterföhring direct EUR - / - - / - 2 ProSiebenSat.1 Erste Verwaltungsgesellschaft mbh Unterföhring direct EUR ProSiebenSat.1 Fünfzehnte Verwaltungsgesellschaft mbh Unterföhring direct EUR ProSiebenSat.1 GP GmbH Heidelberg indirect EUR ProSiebenSat.1 GP II GmbH Unterföhring indirect EUR 66 4 ProSiebenSat.1 Licensing GmbH Unterföhring indirect EUR 1, ProSiebenSat.1 Neunzehnte Verwaltungsgesellschaft mbh Unterföhring direct EUR ProSiebenSat.1 Pay TV GmbH Unterföhring indirect EUR 5, ProSiebenSat.1 Produktion GmbH Unterföhring indirect EUR 8, ProSiebenSat.1 Services GmbH Unterföhring indirect EUR ProSiebenSat.1 Sports GmbH Unterföhring direct EUR 20,

39 39 List of holdings according to 285 No. 11 HGB of ProSiebenSat.1 Media SE as of December 31, 2017 Name of company Location Relationship Holding** Currency*** Equity* in thousands Annual result* in thousands ProSiebenSat.1 Affiliated companies TV Deutschland GmbH Unterföhring direct EUR 982, ProSiebenSat.1 Warehouse GmbH Unterföhring indirect EUR ProSiebenSat.1 Welt GmbH Unterföhring indirect EUR ProSiebenSat.1 Zwanzigste Verwaltungsgesellschaft mbh Unterföhring direct EUR - / - - / - 2 PS Event GmbH Cologne indirect EUR PSH Entertainment GmbH Unterföhring indirect EUR 2, Red Arrow Studios GmbH Unterföhring direct EUR 176, Red Arrow Studios International GmbH Unterföhring indirect EUR RedSeven Entertainment GmbH Unterföhring indirect EUR SAM - Starwatch Artist Management GmbH Unterföhring indirect EUR SAM Sports - Starwatch Artist Management GmbH Hamburg indirect EUR Sat.1 Norddeutschland GmbH Hanover indirect EUR SAT.1 Satelliten Fernsehen GmbH Unterföhring indirect EUR 443, Seven Scores Musikverlag GmbH Unterföhring indirect EUR SevenOne AdFactory GmbH Unterföhring indirect EUR 1, SevenOne Brands GmbH Unterföhring indirect EUR 5, SevenOne Capital (Holding) GmbH Unterföhring indirect EUR 34, SevenOne Investment (Holding) GmbH Unterföhring direct EUR 37, SevenOne Media GmbH Unterföhring indirect EUR 5, SevenPictures Film GmbH Unterföhring indirect EUR 2, SevenVentures GmbH Unterföhring indirect EUR 25, SilverTours GmbH Freiburg im Breisgau indirect EUR 8,254 8,129 SMARTSTREAM.TV GmbH Munich indirect EUR 5,716 4,645 Sonoma Internet GmbH Berlin indirect EUR -4, Spontacts GmbH Munich indirect EUR -/- -/- 2 Starwatch Entertainment GmbH Unterföhring indirect EUR 14, Studio 71 GmbH Berlin indirect EUR ,177 Stylight GmbH Munich indirect EUR 6, The ADEX GmbH Berlin indirect EUR ,041 THMMS Holding GmbH Hamburg indirect EUR 104,612-4,055 THMMS MidCo GmbH Hamburg indirect EUR 103, Toptarif Internet GmbH Berlin indirect EUR 6, TROPO GmbH Hamburg indirect EUR -9, tv weiss-blau Rundfunkprogrammanbieter GmbH Unterföhring indirect EUR 1, TVRL GmbH Berlin indirect EUR 1,017-5,595 Verivox Finanzvergleich GmbH Heidelberg indirect EUR ,332 Verivox GmbH Heidelberg indirect EUR 39,673 9,786 Verivox Holding GmbH Unterföhring indirect EUR 213,877-1,054 Verivox Versicherungsvergleich GmbH Heidelberg indirect EUR 3,370 1,689 Virtual Minds AG Freiburg im Breisgau indirect EUR 10,161 1,165 VITALIA Vertriebs GmbH Würzburg indirect EUR 5,752 1,562 VVX Co-Investor GmbH & Co. KG Heidelberg indirect EUR 2, VX Sales Solutions GmbH Heidelberg indirect EUR 3,376 1,637 wer-weiss-was GmbH Unterföhring indirect EUR 6, wetter.com GmbH Konstanz indirect EUR 6, WindStar Medical GmbH Wehrheim indirect EUR 5,886 11,812 WSM Holding GmbH Wehrheim indirect EUR 39,741 8,004 WSM Immo GmbH Wehrheim indirect EUR 21-4 yieldlab AG Hamburg indirect EUR 1, Armenia Marktguru LLC Jerewan indirect AMD 332, ,509 Austria ATV Privat TV GmbH Vienna indirect EUR 32-1 ATV Privat TV GmbH & Co KG Vienna indirect EUR 4,472-13,406 Austria 9 TV GmbH Vienna indirect EUR 12 1 AUSTRIA 9 TV GmbH & Co KG Vienna indirect EUR -1,609 1,315 ProSieben Austria GmbH Vienna indirect EUR 39 0 ProSiebenSat.1Puls 4 GmbH Vienna indirect EUR 27,334 21,849 Puls 4 TV GmbH Vienna indirect EUR 34 0 PULS 4 TV GmbH & Co KG Vienna indirect EUR 2, PULS4 Shopping GmbH Vienna indirect EUR SAT.1 Privatrundfunk und Programmgesellschaft m.b.h Vienna indirect EUR 5,892 5,606 SevenVentures Austria GmbH Vienna indirect EUR 2,389 1,826 Visivo Consulting GmbH Vienna indirect EUR Belgium Sultan Sushi BVBA, in vereffening Gent indirect EUR -/- -/- 2 Denmark Snowman Productions ApS Copenhagen indirect DKK 13,841 6,783 Hong Kong Red Arrow International Limited Hong Kong indirect HKD -/- -/- 2 Israel July August Communications and Productions Ltd. Tel Aviv indirect ILS 2,393 1,582 The Band s Visit LP Tel Aviv indirect ILS -/- -/- 2 Italy Studio 71 Italia S.r.l. Cologno Monzese (MI) indirect EUR -/- -/- 2 Footnote

40 40 List of holdings according to 285 No. 11 HGB of ProSiebenSat.1 Media SE as of December 31, 2017 Name of company Location Relationship Holding** Currency*** Equity* in thousands Annual result* in thousands Footnote Jersey Affiliated companies Scandinavian Broadcasting System (Jersey) Limited Saint Helier indirect EUR -/- -/- 2 Luxembourg P7S1 Broadcasting S.à r.l. Luxembourg indirect EUR 50,575 11,538 Netherlands P7S1 Broadcasting Europe B.V. Amsterdam indirect EUR 44,689-10,154 P7S1 Broadcasting Holding I B.V. Amsterdam indirect EUR 2,586-2,367 SMARTSTREAM.TV Netherlands B.V. Amsterdam indirect EUR -/- -/- 2 SNDC8 B.V. Amsterdam indirect EUR -/- -/- 2 Norway Snowman Productions AS Oslo indirect NOK 2,086 1,003 Romenia MyVideo Broadband S.R.L. Bucarest indirect EUR 16, Sweden Snowman Productions AB Stockholm indirect SEK 7,433-12,592 Snowman Scripted AB Stockholm indirect SEK Switzerland ADITION Schweiz GmbH Locarno indirect CHF Jochen Schweizer mydays CH AG Küsnacht ZH indirect CHF ProSieben Puls 8 TV AG Zurich indirect CHF 1, Sat.1 (Schweiz) AG Küsnacht ZH indirect CHF 6,938 5,707 SevenOne Media (Schweiz) AG Küsnacht ZH indirect CHF 18,663 18,236 SevenVentures (Schweiz) AG Baar indirect CHF 2,669 1,552 Verivox Schweiz AG Lucerne indirect CHF -5,906-6,006 Turkey Yedi Yapim A.S. Istanbul indirect TRY -/- -/- 2 Ukraine Glomex TOV Kiev indirect UAH -/- -/- 2 United Kingdom ADITION UK Limited Cullompton indirect GBP 3-27 CPL Good Vibrations Limited London indirect GBP CPL Productions Limited London indirect GBP 1, Endor (Esio Trot) Limited London indirect GBP Endor (Max) Limited London indirect GBP 0 0 Endor (T&T) Limited London indirect GBP -/- -/- 2 Endor Productions Limited London indirect GBP European Radio Investments Limited London indirect EUR Glomex Limited Birmingham indirect GBP -/- -/- 2 LHB Limited London indirect GBP 51 0 New Entertainment Research and Design Limited London indirect GBP P7S1 Broadcasting (UK) Limited London indirect EUR 4, ProSiebenSat.1 Digital Content GP Limited London indirect GBP -/- -/- 2 ProSiebenSat.1 Digital Content LP London indirect GBP 151,399-1,012 Red Arrow Entertainment Limited London indirect GBP Red Arrow International-UK Limited London indirect GBP Romanian Broadcasting Corporation Limited London indirect EUR -/- -/- 2 Studio 71 UK Limited London indirect GBP 9 9 United States of America 44 Blue Productions, LLC Wilmington, DE indirect USD -/- -/ Blue Studios, LLC Dover, DE indirect USD 24,732 1, Productions, LLC Beverly Hills, CA indirect USD -/- -/ Ends, LLC New York, NY indirect USD -/- -/- 2 Black Dog Productions, LLC Dover, DE indirect USD -/- -/- 2 Boxcar Studios, LLC Los Angeles, CA indirect USD -/- -/- 2 Brady 44, LLC Los Angeles, CA indirect USD -/- -/- 2 By Dint Productions, LLC New York, NY indirect USD -/- -/- 2 Champ 44 Music Publishing, LLC Dover, DE indirect USD -/- -/- 2 Code D TV, LLC Wilmington, DE indirect USD -/- -/- 2 Collective Digital Studio GP, LLC Wilmington, DE indirect USD -/- -/- 2 Crow Magnon, LLC Wilmington, DE indirect USD 5,910 2,378 Delirium TV, LLC Wilmington, DE indirect USD -/- -/- 2 Digital Air, LLC Beverly Hills, CA indirect USD -/- -/- 2 Digital Atoms, LLC Beverly Hills, CA indirect USD -/- -/- 2 Digital Bytes, LLC Beverly Hills, CA indirect USD -/- -/- 2 Digital Cacophony, LLC Beverly Hills, CA indirect USD -/- -/- 2 Digital Demand, LLC Wilmington, DE indirect USD -/- -/- 2 Digital Diffusion, LLC Beverly Hills, CA indirect USD -/- -/- 2 Digital Echo, LLC Beverly Hills, CA indirect USD -/- -/- 2 Digital Fire, LLC Beverly Hills, CA indirect USD -/- -/- 2 Dorsey Entertainment, LLC Littleton, CO indirect USD -/- -/- 2 Dorsey Multimedia, LLC Littleton, CO indirect USD -/- -/- 2

41 41 List of holdings according to 285 No. 11 HGB of ProSiebenSat.1 Media SE as of December 31, 2017 Name of company Location Relationship Holding** Currency*** Equity* in thousands Annual result* in thousands Footnote Dorsey Affiliated Pictures, companies LLC Dover, DE indirect USD 5,473 2,246 Driving Force TV, LLC Wilmington, DE indirect USD -/- -/- 2 Fabrik Entertainment, LLC Wilmington, DE indirect USD 8,732 7,958 Fortitude Production Services, LLC Dover, DE indirect USD -/- -/- 2 Fourteenth Hour Productions, LLC Beverly Hills, CA indirect USD -/- -/- 2 Gravitas Ventures LLC Wilmington, DE indirect USD -/- -/- 2 GTG Production Services, LLC Los Angeles, CA indirect USD -/- -/- 2 Half Yard Productions, LLC Wilmington, DE indirect USD 5,376 1,260 HB Television Development, LLC Wilmington, DE indirect USD -/- -/- 2 Hold Fast Productions, LLC Wilmington, DE indirect USD -/- -/- 2 Karga Seven Pictures, LLC Los Angeles, CA indirect USD -/- -/- 2 Keep it Down Music Publishing, LLC Los Angeles, CA indirect USD -/- -/- 2 Kenilworth Productions, Inc. Wilmington, DE indirect USD -/- -/- 2 Kinetic Content Publishing, LLC Wilmington, DE indirect USD -/- -/- 2 Kinetic Content, LLC Wilmington, DE indirect USD 16,371 24,553 Kinetic Operations, LLC Wilmington, DE indirect USD -/- -/- 2 KinPro Music Publishing, LLC Wilmington, DE indirect USD -/- -/- 2 Kinpro, LLC Wilmington, DE indirect USD -/- -/- 2 Left/Right Holdings, LLC Dover, DE indirect USD 10,422 13,842 Left/Right, LLC Dover, DE indirect USD -/- -/- 2 Move Along Music Publishing, LLC Los Angeles, CA indirect USD -/- -/- 2 Moving TV, LLC Wilmington, DE indirect USD -/- -/- 2 NAR Pictures, LLC Los Angeles, CA indirect USD -/- -/- 2 New Picture Perfect, LLC Wilmington, DE indirect USD -/- -/- 2 Next of Kin TV, LLC Los Angeles, CA indirect USD -/- -/- 2 Node Productions, LLC Beverly Hills, CA indirect USD -/- -/- 2 Ovrture, LLC Los Angeles, CA indirect USD -/- -/- 2 Pacific View TV, LLC Wilmington, DE indirect USD -/- -/- 2 Pave Network, LLC Beverly Hills, CA indirect USD -/- -/- 2 PBP, LLC Baton Rouge, LA indirect USD -/- -/- 2 Prank Film, LLC Beverly Hills, CA indirect USD -/- -/- 2 Presidio Post, LLC Wilmington, DE indirect USD -/- -/- 2 Production Connection. LLC Wilmington, DE indirect USD -/- -/- 2 Ranger Media, LLC Wilmington, DE indirect USD -/- -/- 2 Red Arrow Studios International, Inc. Wilmington, DE indirect USD 165,561 8,784 Ripple Entertainment, LLC Wilmington, DE indirect USD -/- -/- 2 Studio 71 (Canada), Inc. Beverly Hills, CA indirect USD Studio 71, LP Wilmington, DE indirect USD 27,345-11,853 Stylight, Inc. Wilmington, DE indirect USD -1, Third Voice Productions, Inc. Dover, DE indirect USD -/- -/- 2 Three Tables Music, LLC Wilmington, DE indirect USD -/- -/- 2 WDSP, LLC New York, NY indirect USD -/- -/- 2 Associated companies Germany AGF Videoforschung GmbH Frankfurt am Main direct EUR -/- -/- 2 Batch Media GmbH Berlin indirect EUR -/- -/- 2 gamigo AG Hamburg indirect EUR -/- -/- 2 koakult GmbH Berlin indirect EUR -/- -/- 2 Marketplace GmbH Berlin indirect EUR -/- -/- 2 mytic myticket AG Berlin indirect EUR -/- -/- 2 Regiondo GmbH Munich indirect EUR -/- -/- 2 Sportority Germany GmbH Munich indirect EUR -/- -/- 2 TEATOX GmbH Berlin indirect EUR -/- -/- 2 Thomas Klimpel GmbH Dorfen indirect EUR -/- -/- 2 VG Media Gesellschaft zur Verwertung der Urheber- und Leistungsschutzrechte Berlin indirect EUR -/- -/- 2 von Sendeunternehmen und Presseverlegern mbh Vitafy GmbH Munich indirect EUR -/- -/- 2 Canada Mad Rabbit Productions, Inc. Toronto indirect CAD -/- -/- 2 France Finder Studios SAS Paris indirect EUR -/- -/- 2 Luxembourg 7 Global Capital GP S.à r.l. Luxembourg indirect EUR -/- -/- 2 Switzerland Goldbach Media (Switzerland) AG Küsnacht ZH indirect CHF 29,017 28,378 swiss radioworld AG Zurich indirect CHF 3,590 2,961 United Kingdom Cove Pictures Limited London indirect GBP -/- -/- 2 United States of America JFE, LLC Venice, CA indirect USD -/- -/- 2 Pluto, Inc. Wilmington, DE indirect USD -/- -/- 2 Remagine Media Ventures, L.P. Wilmington, DE indirect USD -/- -/- 2

42 42 List of holdings according to 285 No. 11 HGB of ProSiebenSat.1 Media SE as of December 31, 2017 Equity* Annual result* Footnote Name of company Location Relationship Holding** Currency*** in thousands in thousands The Affiliated Fred Channel, companies LLC Beverly Hills, CA indirect USD -/- -/- 2 Associated, unconsolidated companies Belgium Satelliet Sushi BVBA Gent indirect EUR -1-15,086 Joint ventures Germany 7TV Joint Venture GmbH Munich indirect EUR -/- -/- 2 AdAudience GmbH Munich indirect EUR -/- -/- 2 United Kingdom European Broadcaster Exchange (EBX) Limited London indirect GBP -/- -/- 2 Nit Television Limited London indirect GBP 2 1 Other participations Germany AFK Aus- und Fortbildungs GmbH für elektronische Medien Munich indirect EUR -/- -/- 2 Deutscher Fernsehpreis GmbH Cologne indirect EUR -/- -/- 2 FilmFernsehFonds Bayern GmbH, Gesellschaft zur Förderung der Medien in Bayern Munich indirect 6.59 EUR 51 0 (FFF Bayern) Privatfernsehen in Bayern GmbH & Co. KG Munich indirect EUR Privatfernsehen in Bayern Verwaltungs-GmbH Munich indirect EUR 62 3 Screenforce Gattungsmarketing GmbH Berlin indirect 5.88 EUR WERK1.Bayern GmbH Munich indirect 6.09 EUR Austria Trending Topics GmbH Vienna indirect 1.96 EUR -/- -/- 2 Gibraltar Sportority Limited Gibraltar indirect 5.09 GIP -/- -/- 2 Israel Seven Days LP Tel Aviv indirect ILS -/- -/- 2 United States of America Drone Racing League, Inc. Wilmington, DE indirect 1.01 USD -/- -/- 2 Talenthouse, Inc. Dover, DE indirect USD -/- -/- 2 Wochit, Inc. Wilmington, DE indirect 3.66 USD -/- -/- 2 1 Result after profit or loss transfer. 2 No information available, company was founded, merged or in liquidation in Short financial year of August 29, 2016 to December 31, Short financial year of June 22, 2016 to December 31, Short financial year of March 23, 2016 to December 31, Short financial year of November 10, 2015 to July 31, Short financial year of November 19, 2015 to December 31, * Unless otherwise stated, the equity and annual result figures correspond to the most recent available verified financial statements (financial year January 1, 2016 to December 31, 2016). ** The holding percentage displays the participation of the direct shareholder(s). *** The following exchange rates were applicable for equity and annual result: 1 Euro corresponds to Spot rate 12/31/2016 Average rate 2016 AMD CHF DKK GBP ILS NOK SEK USD

43 43 Unterföhring, February 20, 2018 Thomas Ebeling Chief Executive Officer (Group CEO) Dr. Jan Kemper Chief Financial Officer (Group CFO) Conrad Albert Deputy Group CEO, Group General Counsel Sabine Eckhardt Member of the Executive Board, Chief Commercial Officer Entertainment (CCO) Jan David Frouman Member of the Executive Board, Content Production & Global Sales Christof Wahl Member of the Executive Board, Chief Operating Officer Entertainment (COO)

44 44 Responsibility Statement To the best of our knowledge we certify that, in accordance with the applicable reporting principles, the financial statements give a true and fair view of profit or loss, the financial position and the assets and liabilities of the Company, and the management report for the Company, which has been combined with the Group management report, includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal opportunities and risks associated with the expected development of the Company. Unterföhring, February 20, 2018 Thomas Ebeling Chief Executive Officer (Group CEO) Dr. Jan Kemper Chief Financial Officer (Group CFO) Conrad Albert Deputy Group CEO, Group General Counsel Sabine Eckhardt Member of the Executive Board, Chief Commercial Officer Entertainment (CCO) Jan David Frouman Member of the Executive Board, Content Production & Global Sales Christof Wahl Member of the Executive Board, Chief Operating Officer Entertainment (COO)