ProSiebenSat 1 Media : Annual Financial Report 2020

March 04, 2021 at 03:53 am EST

KEY FIGURES OF PROSIEBENSAT.1 GROUP

in EUR m

2020

2019

Revenues 4,047

4,135

Revenue margin before income taxes (in %) 9.1 13.8

Total costs1 3,664 3,592

Consumption of programming assets 966 958

Adjusted EBITDA2 706 872

Adjusted EBITDA-margin (in %) 17.4 21.1

EBITDA 801 838

Reconciling items 3 95 -34

Operating result (EBIT) 553 578

Adjusted EBIT 514 684

Financial result

- 183 -6

Result before income taxes Adjusted net income 4

370 572

221 387

Net income

252 412

Attributable to shareholders of ProSiebenSat.1 Media SE Attributable to non-controlling interests

267 413

- 15

- 1

Adjusted earnings per share (in EUR)

0.98 1.71

Payments for the acquisition of programming assets

1,063 1,072

Free cash ﬂow

120 207

Cash ﬂow from investing activities Free cash ﬂow before M&A

- 1,391

- 1,396

235 339

Audience share (in %) 5

27.2 28.2

Total video viewtime (in billion minutes)6

1,084 1,076

Total daily TV consumption (AGF) (in minutes)7

211 202

12/31/2020

12/31/2019

HD subscribers (in m) 8 10.6

10.0

Employees 9 7,307 7,253

Programming assets 1,213 1,204

Equity 1,687 1,288

Equity ratio (in %) 23.8 19.5

Cash and cash equivalents 1,224 950

Financial debt 3,192 3,195

Leverage ratio 10 2.8 2.6

Net ﬁnancial debt 1,968 2,245

PS71 ROCE (in %) 11 10 16

1 Total costs comprise cost of sales, selling expenses, administrative expenses and other operating expenses.
2 EBITDA before reconciling items.
3 Expense adjustments less income adjustments.
4 Net income attributable to shareholders of ProSiebenSat.1 Media SE before the amortization and impairments from purchase price allocations, adjusted for the reconciling items. These include valuation effects recognized in other ﬁnancial result, valuation effects of put-options and earn-out liabilities, valuation effects from interest rate hedging transactions as well as other material one-time items. Moreover, the tax effects resulting from such adjustments are also adjusted. Annual Report 2019, page 88.
5 ProSiebenSat.1 Group; AGF in cooperation with GfK; market standard: TV; VIDEOSCOPE 1.4; Target group: 14-49.
6 Total number of minutes viewed across linear and non-linear platforms: Linear free TV, TVC (TV Websites, mobile apps, SmartTV), 7TV, Studio71 Germany (TV content), JOYN (until 12/31/2019 estimate); HbbTV data currently not available due to introduction of new tracking system.
7 Total TV Market; Target group: 14-69.
8 HD FTA subscribers, Germany.
9 Full-time equivalent positions as of reporting date.
10 Ratio net ﬁnancial debt to adjusted EBITDA in the last twelve months.
11 Ratio of earnings (ROCE) of the last twelve months to capital employed (average).

SPEEDING UP

SHARPENING FOCUS · CREATING VALUE · TAKING RESPONSIBILITY

ANNUAL REPORT 2020

To beat the competition, it is necessary to stay a step ahead and continually strive for improvement. Only those who never lose sight of their goals make it to the top. Which is exactly what we are doing at ProSiebenSat.1 - doubling down on our strengths. We are focusing on local content, expanding our digital reach, improving monetization through intelligent advertising products and, above all, harnessing synergies in the commerce and dating businesses to drive ProSiebenSat.1 Group's success. After all, bundling our competencies generates fresh momentum that will fast-track our transformation. Day in, day out, our more than 7,100 employees around the globe drive that change with a view not only to achieving sustainable growth and creating value for ProSiebenSat.1 but also to expanding our position as one of Europe's most diversiﬁed and successful media companies.

Our results & ambitions

OUR RESULTS

ProSiebenSat.1 Group has long ceased to be a pure-play media company. Instead, it is systematically digi-talizing and diversifying its business. Today, our business is based on three strong pillars: Entertainment, Dating and Commerce & Ventures. We focus on producing our own live, local content that not only sets us apart from the competition but also allows us to leverage our TV stations' millions-strong reach for our digital businesses. By harnessing the strength of our entertainment business and wide advertising reach, we are building leading consumer brands and driving diversiﬁcation by our own power. Part of that process includes a group wide active portfolio management. Overall, we are concentrating on further intensifying synergies within ProSiebenSat.1. Despite the challenges of the COVID-19 pandemic, we have made good progress in this regard in 2020.

Almost stable revenue performance despite the COVID-19 pandemic

EUR 4,047 MILLION

Group revenues

Intelligent advertising products

In 2020, we launched innovative advertising products in the shape of the CrossDevice Bridge and

Dynamic Spot, which amplify TV's power as a medium with digital's strengths, making it even more attractive for our customers. Fur-thermore, this expands our role as advertising technology pioneer.

Strong media power

2.4x

increase in WindStar Medical's enterprise value after four years as part of

ProSiebenSat.1 Group

Social responsibility

More than ever in 2020, we went above and beyond in fulﬁlling our responsibilities as a media company and attracted attention with our reach. Be it with numerous special COVID-19 programs or "talk of the nation" shows, such as Thilo Mischke's reportage for ProSieben, "Rechts. Deutsch. Radikal" (Right-Wing. German. Radical). Around 1.43 million viewers in the core target group tuned into "Joko and Klaas LIVE - A Short Story of Moria", which also received 31 million online views.

OUR AMBITIONS

We aim to make ProSiebenSat.1 more synergistic, diversiﬁed and proﬁtable. By focusing strongly on generating proﬁts, we intend to achieve sustainable growth in all segments as well as our mid-term return on capital employed target. All parts of our Group should contribute to one another so that we create lasting value for all stakeholders. At the same time, we do not lose sight of our social respon-sibilities, which is why we are systematically advancing our Group's sustainability performance.

P7S1 ROCE

(Return on capital employed)

>15%

mid-term target

Sustainability

CLIMATE NEUTRALITY

by 2030

ConteNt

Read our online magazine:

HTTPS://ANNUAL-REPORT2020.PROSIEBENSAT1.COM/MAGAZINE

SHARPENING

FOCUS

We focus on local, relevant, live entertainment and infotainment while expanding our digital reach and improving monetization through smart advertising products. Additionally, syner- gies with the entertainment business are translating into greater than ever beneﬁts for the commerce segment.

READ THE STORY

CREATING VALUE

We are positioning ourselves as a diversiﬁed and proﬁtable Group that creates value. Our newly established dating unit is delivering on this goal, as is our SevenVentures investment arm and our marketing innovations.

READ THE STORY

TAKING

RESPONSIBILITY

We take our responsibility as a media company seriously at all times - not just during the COVID-19 pandemic. That means educating, spotlighting relevant topics through striking formats and creating a safe working environ-ment for our employees.

READ THE STORY

ConteNt 15

OUR EXECUTIVE BOARD

OUR STRATEGYTO OUR SHAREHOLDERS

Report of the Supervisory Board Members of the Supervisory Board Members of the Executive Board Management Declaration Sustainability Compensation Report

Takeover-Related Disclosures

ProSiebenSat.1 Media SE Share

GROUP MANAGEMENT REPORT

75 84 105 116

Our Goup: Basic Principles Report on the Economic Position:

The Financial Year 2020

Risk and Opportunity Report Outlook

120

CONSOLIDATED FINANCIAL STATEMENTS

121

Income Statement

122

123

Statement of Comprehensive Income Statement of Financial Position

124

Cash Flow Statement

125

126

Statement of Changes in Equity Notes

200

INFORMATION

201 Explanatory Notes on Reporting Principles
202 Responsibility Statement
203 Independent Auditor's Report
210 Independent Auditor's Report: Non-Financial Report
212 GRI Content Index
217 Group Key Figures: Multi-Year Overview
218 Segment Key Figures: Multi-Year Overview
219 Key Figures: Reconciliation New Segment Structure
220 Financial Calendar
221 Editorial Information
Explanatory Notes on the Carbon Footprint
Independent Auditor's Report: Sustainability Report

WOLFGANG LINK	CHRISTINE SCHEFFLER	RAINER BEAUJEAN
Member of the	Member of the	Chairman of the
Executive Board & CEO of	Executive Board &	Executive Board &
Seven.One Entertainment Group	Chief Human Resources Ofﬁcer	Chief Financial Ofﬁcer
OUR

EXECUTIVE BOARD

Strong team: Rainer Beaujean, Wolfgang Link and Christine Schefﬂer have been leading ProSiebenSat.1 as the Executive Board team since March 26, 2020. Between them, they have what it takes to manage the Group today and tomorrow. In 2020, they kept ProSiebenSat.1 Group stable throughout the COVID-19 pandemic and took important steps to continue pushing forward the Company's transformation.

ProSiebenSat.1 Media SE

RAINER BEAUJEAN

Chairman of the Executive Board &

Chief Financial Ofﬁcer

2020 is a year to remember. Not just because the COVID-19 pandemic presented everyone, including our Group, with unprecedented challenges but also because we as a team saw the situation as an oppor-tunity. As the new Executive Board trio, our task from day one has been to steer ProSiebenSat.1 safely through this crisis. Since ours is an early-cycle busi- ness, we were among the ﬁrst to feel the effects of the economic downturn triggered by the COVID-19 pandemic. In response, we have reduced costs and strengthened our ﬁnancing without losing sight of our future plans. Continued investment in our pro- gramming is a testimony to our conﬁdence in TV as a medium. We acquired the US online dating pro- vider The Meet Group and merged it with our Parship Group, because we believe in the dating business as an important growth driver for our Group. By the same logic, we divested businesses that no longer contribute to our Group and have thus achieved impressive increases in value, because we believe in a focused positioning as a success driver.

This is why our strategy today has a tighter, clearer focus on our goals: We need to leverage the synergies between entertainment, dating and commerce & ventures even better.

"We believe in the medium of TV. In the dating business as an important growth driver for our Group. And in a focused positioning as a guar-antee for success."

ProSiebenSat.1 Media SE

We need to diversify even more and use our entertain-ment business as a springboard for this. We must be results-oriented and work on our proﬁtable growth.

2020 not only proved that this is the right path but also rewarded our efforts: Despite all the corona con-straints, we had outperformed our latest full-year out- look. Naturally, we are expecting more in 2021. That is why we are systematically pursuing our strategy and positioning ProSiebenSat.1 to succeed and create value in the long term - with and for our more than 7,100 employees worldwide.

WOLFGANG LINK

Member of the Executive Board &

CEO of Seven.One Entertainment Group

In 2020, we took a big step forward in the entertainment business: By founding the Seven.One Entertainment Group, we ﬁnally bundled the entire value chain under one umbrella - from content through distribution to monetization. In the process, we have sharpened our focus on what we are really good at - local, relevant and live entertainment and infotainment in German- speaking countries. Whether it's great show formats, gripping sports broadcasts or current news programs in prime time - last year, our programming once again drew more viewers in front of their screens. Increasingly, our own production companies are adding to our efforts in this regard. After all, it's our content that sets us apart. Not just in viewers' but also in advertisers'

minds. 2020 drove home for them once again the power and impact that TV advertising has - especially in times of crisis.

Nevertheless, our ever-changing market environment continues to present us with challenges: Which is why our task is now to be all the smarter about distributing our content across various platforms with a view to giving TV more digital dimensions and advantages. In this way, we aim to capitalize further on our extensive reach. In 2020, we have not only shown that we can produce and market outstandingly well under the most difﬁcult pandemic conditions. We have come a great deal closer to our goal of establishing a platform-inde-pendent entertainment segment.

"We have come a great deal closer to our goal of estab-lishing a platform-independent enter-tainment segment."

CHRISTINE SCHEFFLER

Member of the Executive Board &

Chief Human Resources Ofﬁcer

2020 was a year of major challenges for many people. This makes it all the more important to take respon-sibility, to support, to show perspectives. For us, it was clear from the beginning of the pandemic that the health of our employees was our top priority. Whether in the US or Europe: outside of traditional broadcast-ing, our approximately 7,100 employees have been working at home ever since. In addition, we are proud that we add value to society with our programs and digital content. As part of Germany's and Austria's critical infrastructure, we take our responsibility associ- ated with this very seriously. That is why we not only provided comprehensive information on the pandemic in 2020, but also decided to build up a new, 60-person news team by the end of 2022. Because promoting democracy and ensuring diversity of opinion is part of our self-perception. In addition, we support our cus- tomers in their everyday lives with our digital offers.

Parship, for example, introduced a video dating func-tion at short notice so that people can continue to meet each other safely.

And where do we stand after the pandemic? The challenges will remain. For us as a company, for the economy and society, with regard to diversity, social issues and the environment. We have not lost sight of all these important issues. And the pandemic has already taught us one thing: we can move a lot if we approach it together.

"Promoting democracy and ensuring diversity of opinion is part of our self-perception."

our strategy

OUR FOCUS: DIVERSIFIED. SYNERGISTIC. PROFITABLE.

ProSiebenSat.1 Group has long ceased to be a pure-play media company. Instead, it is systematically digitalizing and diversifying its business. We use the multi-million reach of our TV channels to strengthen our digital businesses: Above all, we are harnessing the strength of our entertainment business and extensive advertising reach to additionally establish and expand leading, consumer-focused digital platforms and actively develop this portfolio with acquisitions and disposals in order to create value. In this way, we are driving forward the Group's diversiﬁcation on our own strength.

Our focus is on ensuring that each part of the Group contributes to increasing the value of ProSiebenSat.1, with the businesses sup-porting one another. We aim to make our Company more syner- gistic, diversiﬁed and proﬁtable, generating sustainable growth in all business areas. In order to accelerate achieving this goal, we have been setting up ProSiebenSat.1 in three segments as of January 2021: Entertainment, Dating and Commerce & Ventures.

OUR SEGMENTS & SYNERGIES

ProSiebenSat.1 Media SE

DATING SEGMENT

By combining the Parship Group and the US-based The Meet

Group, we have created a leading global player in the dating ﬁeld forming the new ParshipMeet

Group and our Dating segment. Its offerings range from online matchmaking services through dating to social entertainment. Operating in an attractive and fast-growing market environment, the ParshipMeet Group has diver- siﬁed revenues spanning sub-scription models to advertising and addresses a broad target group across a large geographical area. In particular, The Meet

Group's USP, its video streaming expertise, strengthens our posi-tion in the dating business and opens up new growth potential.

This way, the segment is to sub- stantially drive our diversiﬁcation and signiﬁcantly support the Group's future growth. ProSiebenSat.1

will therefore retain the majority stake in the company following the ParshipMeet Group's partial IPO, which is planned for 2022.

ENTERTAINMENT SEGMENT

The Entertainment segment focuses with the Seven.One

Entertainment Group on the core markets of Germany, Austria and Switzerland. By combining our station brands with the content, distribution and sales business, this platform-indepen-dent segment represents the complete entertainment business value chain.

We concentrate on producing relevant, local, live content and distributing it digitally, which is the key to even better monetization. When creating our own content, we beneﬁt from signiﬁcant syner- gies with the production houses Red Arrow Studios and Studio71, which are now also integrated into this segment. At the same time, the digital expansion of our TV content, for example via advertising- ﬁnanced video-on-demand offers, plays an essential strategic role. This is because additional distribu- tion channels allow our content to achieve a greater total reach, which in turn translates into more oppor-tunities for monetization.

In this way, we are building a proﬁt-able entertainment business and laying the groundwork for diversiﬁ- cation and growth in our other business areas.

COMMERCE & VENTURES SEGMENT

Our third segment, Commerce & Ventures, bundles ProSiebenSat.1

Group's growth businesses, which we grow and promote using media power, and hence our entire invest-ment options. At the beginning of our value chain in this context is the SevenVentures investment arm, which also includes the

ProSiebenSat.1 Accelerator. Here, we support young companies by offering media-for-revenue or media-for-equity deals through our TV reach. In addition to the minority participations that are formed in this way, the segment also includes, for instance, our majority participations of NuCom

Group. Here, we build up digital consumer brands from the fields of consumer advise, experiences and beauty & lifestyle into market leaders. This allows us to make use of all forms of participation for potential investments.

Once the initial growth steps completed, we review whether

ProSiebenSat.1 is still the best owner of the respective company for the next development phase.

If a business no longer has a strong link to TV advertising, we can sell these well-developed commerce brands to a more suitable owner and make the value created visible.

SYNERGIES ENTERTAINMENT - DATING

With its reach and the advertising space on its platforms, the enter- tainment business has the power to further raise awareness of the ParshipMeet brands in the

SYNERGIES ENTERTAINMENT - COMMERCE & VENTURES

German-speaking markets. This has already signiﬁcantly boosted the market leading positions of the Parship and ElitePartner services in the past.

We also intend to strengthen ties between both segments

Entertainment and Dating in order to unlock exciting new synergy potential by combining the ParshipMeet Group's live video streaming expertise with our entertainment know-how.

The entertainment business is able to build leading consumer brands by harnessing the reach and advertising space of our platforms. Through advertising on our channels, we are supporting the commerce companies in raising their brand awareness and consequently increasing their revenues and company value.

In return, the data we generate through our commerce compa-nies helps us to create address-able advertising offerings that are both optimally and efﬁciently tailored to the relevant viewers.

We have clearly deﬁned our strategic priorities: With the launch of the umbrella brand Seven.One Entertainment Group and the formation of our ParshipMeet Group, we are driving forward the restructuring of the Group. While the Dating business clearly supports us in our diversiﬁcation, we are focusing on our core competencies in the Entertainment sector: pushing ahead with local content and digital innovation, expanding our reach as well as monetizing it better. Within Commerce & Ventures, we are bundling our investment areas and are building at the same time digital companies into leading consumer brands through our media reach. This also includes a group-wide active portfolio management, which represents value-creating acquisitions as well as the option to divest companies that no longer contribute to our group strategy. Because overall, we are focusing on further intensifying synergies within the Group. In doing so, the Group strives to drive proﬁtable growth through a strong focus on earn-ings in all segments. In the mid-term, we aim to improve our P7S1 ROCE (return on capital employed) target to over 15 percent.

16 REPORT OF THE SUPERVISORY BOARD
25 MEMBERS OF THE SUPERVISORY BOARD
26 MEMBERS OF THE EXECUTIVE BOARD
27 MANAGEMENT DECLARATION
35 SUSTAINABILITY
71 PROSIEBENSAT.1 MEDIA SE SHARE

68 TAKEOVER-RELATED DISCLOSURES
50 COMPENSATION REPORT

REPORT OF THE SUPERVISORY BOARD

Dear Shareholders,

2020 was marked globally by the COVID-19 pandemic. And for ProSiebenSat.1, it was also a particularly challenging year. As an early cycle company, the economic headwind impacted the ﬁnancial results and the share price, particularly in the ﬁrst half of the year. But it is especially in difﬁcult times when it becomes apparent how ﬁrmly a company is positioned and how ﬂexibly it can react. Towards the end of the year, ProSiebenSat.1 again saw a clear improvement in revenues and earnings in compari- son to the second quarter which was very much impacted by the pandemic. In this context, the Group not only reached, but even noticeably exceeded, the revised ﬁnancial targets it had announced to the end of the third quarter.

We would like to express our thanks to the new Executive Board, which has been consisting of Rainer Beaujean, Wolfgang Link and Christine Schefﬂer since the end of March 2020. They steered the Group successfully through the COVID-19 pandemic and, as a team, also set an important course for the future of the Company. As a result, in 2020, ProSiebenSat.1 not only implemented strict cost and cash ﬂow management, but the Group also made good progress with forward-looking portfolio measures. The

Supervisory Board expressly supports this approach.

For example, with the ParshipMeet Group, ProSiebenSat.1 has a positioning in a highly proﬁtable market, and has thus created a driver for future growth and diversiﬁcation. In the Entertainment busi- ness, the Group is focused on the markets of Germany, Austria and Switzerland, also in close coop- eration with Red Arrow Studios and the digital studio Studio71. In this way, ProSiebenSat.1 Group is strengthening its offer of local content, which can be better monetarized in sales. With a proﬁtable

Entertainment portfolio, ProSiebenSat.1 provides a basis to enable other divisions such as ParshipMeet

Group or NuCom Group, areas in which substantial synergies are leveraged.

The Group's strategy, based on diversiﬁcation and digitalization has proved itself, particularly in a difﬁcult business environment. At the same time, it is focusing even more strongly on proﬁtability and synergies within the Company. In the process, ProSiebenSat.1 Group regularly analyzes its portfolio in terms of possible growth and synergy potential. The aim is to further develop the value of companies that proﬁt from advertising on the Group's entertainment platforms. Part of this portfolio strategy is to sell companies if the Group is no longer the right owner.

COOPERATION BETWEEN THE EXECUTIVE BOARD

AND THE SUPERVISORY BOARD

We, the Supervisory Board of ProSiebenSat.1 Media SE, provide the Executive Board with compre- hensive advice and ongoing support. In ﬁnancial year 2020, the Supervisory Board again performed the tasks required of it by law, the Company's articles of incorporation, and the rules of procedure, taking into account the recommendations of the German Corporate Governance Code (Deutscher Corporate Governance Kodex).

In ﬁnancial year 2020, the Supervisory Board regularly advised the Executive Board on its management of the Company in a spirit of close and trusting cooperation, and diligently and continuously oversaw the Executive Board in conducting the Company's business. Our work included a detailed examina- tion of the Group's operating and strategic performance. The Supervisory Board received regular, prompt, and comprehensive information from the Executive Board regarding all issues relevant to the

Company's strategy, planning, business performance, risk situation, risk management, and compli- ance, both at the Supervisory Board meetings and outside of meetings. The Executive Board explained to the Supervisory Board all deviations from the projected ﬁgures in detail and consulted with the Supervisory Board in that regard. We were therefore directly involved in all decisions of fundamental importance to the Company at an early stage.

To Our Shareholders

The Supervisory Board meetings were characterized by an open, in-depth exchange between the Supervisory Board and Executive Board. Closed sessions, in which the members of the Supervisory Board meet without the Executive Board being present, are also an integral part of the meetings.

Wherever speciﬁc actions required the consent of the Supervisory Board or one of its committees pursuant to the law, the articles of incorporation, or the rules of procedure, we consulted on the mat- ter and adopted the requisite resolution. We were kept consistently and comprehensively informed of all matters requiring our approval, and the associated draft resolutions were promptly submitted for review by the Executive Board. The Supervisory Board was supported in this process by the com- petent Board committees, and it also discussed the proposals with the Executive Board.

In addition to the Supervisory Board meetings, the Executive Board kept us updated on the Company's key ﬁnancial indicators in written monthly reports and also provided us with both ﬁnancial informa- tion prepared during the ﬁnancial year and annual ﬁnancial information and reports. Information on events of signiﬁcance was provided without delay also outside of meetings and the regular report- ing process and, where necessary, we were asked to adopt resolutions by circular vote in consulta- tion with myself as the Chairman of the Supervisory Board. In addition, I maintained an ongoing and close one-on-one dialog with the Chairman of the Executive Board, and, where necessary, also with the other Executive Board members.

Based on the reports submitted by the Executive Board, the Supervisory Board stayed up to date on the Company's situation at all times, was directly involved in upcoming decisions at an early stage, and was therefore able to perform its tasks in their entirety. There was hence no need for the Supervisory Board to examine the Company's books and other records beyond the documentation provided to us in the course of the Executive Board's reporting activities.

FOCAL POINTS OF THE SUPERVISORY BOARD'S ADVISORY

AND MONITORING ACTIVITIES

In ﬁnancial year 2020, the Supervisory Board dealt with the Company's business and ﬁnancial situ- ation, fundamental questions of corporate policy and strategy, the general personnel situation, and speciﬁc investment projects - of course taking into account the COVID-19 pandemic and its implica- tions. The Executive Board team coordinated at length with the Supervisory Board on all areas of the strategic alignment.

All in all, the Supervisory Board of ProSiebenSat.1 Media SE held six regular meetings and seven extraor- dinary meetings in 2020. Due to the COVID-19 pandemic, all meetings took place as videoconference sessions or by phone. With one exception, all members of the Supervisory Board attended all meet- ings. The table below provides an overview on meeting participation:

INDIVIDUAL BREAKDOWN OF MEETING PARTICIPATION IN FINANCIAL YEAR 2020

Plenary SupervisoryPlenary Supervisory

Board Regular meetings

Board Extraordinary meetings

Audit and

Finance CommitteeCompensation

Capital Markets

Committee

Dr. Werner Brandt, Chairman

Dr. Marion Helmes, Vice Chairwoman Lawrence Aidem Adam Cahan Angelika Gifford

(May 21, 2015 to January 13, 2020)

Erik Adrianus Hubertus Huggers Marjorie Kaplan

Ketan Mehta

Dr. Antonella Mei-Pochtler (since April 13, 2020)

Prof. Dr. Rolf Nonnenmacher

6/6 6/6 6/6 5/6 0/0 6/6 6/6 6/6 5/5 6/6

7/7 7/7 7/7 7/7 0/0 7/7 7/7 7/7 1/1 7/7

6/6 6/6 - - - - - -

4/4 4/4 3/3 -

4/4 6/6

0/0 - - - - 4/4

1/1 1/1 - - - - - 1/1 - 1/1

To Our Shareholders

DR. WERNER BRANDT CHAIRMAN OF THE SUPERVISORY BOARD

Key topics of the individual meetings in 2020 were:

_ In an extraordinary meeting on February 3, 2020, the Supervisory Board was given comprehensive information on the ﬁnancial performance expected at the end of ﬁnancial year 2019 and in the ﬁrst quarter of ﬁnancial year 2020, from which the outlines of the initial slightly negative trend as a result of the pandemic could be seen. We received an insight into strategic targets and measures deter- mined for the Executive Board and the management for 2020. In addition, we were informed about the status of potential acquisitions and the sale of Red Arrow Studios which was considered at the time, but not realized. Christine Schefﬂer also informed us about personnel changes.
At the beginning of the year, Angelika Gifford informed me about a conﬂict of interest resulting for the exercise of her new activity. As a result, she resigned her mandate as member of the Super- visory Board of ProSiebenSat.1 Media SE with effect from January 13, 2020. In this extraordinary meeting, the Supervisory Board discussed the succession plan for Angelika Gifford and evaluated potential candidates.
_ On February 27, 2020, there was a further extraordinary meeting in which we discussed extensively the planned acquisition of The Meet Group by Parship Group.
_ At the ﬁnancial statements meeting held on March 4, 2020, the Supervisory Board approved the
Annual and Consolidated Financial Statements, the Management Report and Group Management Report, the Corporate Governance Report, the Report of the Supervisory Board and the Compen- sation Report for ﬁnancial year 2019. With regard to the recommendation of the Audit and Finance Committee, the Supervisory Board also decided to propose the audit ﬁrm Ernst & Young GmbH

To Our Shareholders

(Ernst & Young) Wirtschaftsprüfungsgesellschaft, with its registered ofﬁce in Stuttgart, for election as the statutory auditor for the ﬁnancial year 2020 and for the period until the next Annual General

Meeting in 2021. We also approved the other agenda items for the Annual General Meeting on June 10, 2020, with the corresponding proposed resolutions, which the Audit and Finance Com- mittee had extensively prepared in advance.

The Supervisory Board also followed the recommendations of the Compensation Committee and approved topics relating to the Executive Board, i.e. the payment of the performance bonus for ﬁnancial year 2019 and the target achievement for the 2019 Performance Share Plan and for the

2016/2017 Group Share Plan.

At the ﬁnancial statements meeting we also received a detailed overview on the current devel- opment of the Company and the ﬁnancial implications of the start to the COVID-19 pandemic. In addition, the Supervisory Board dealt extensively with the planned acquisition of The Meet Group by Parship Group. Combining the two successful and complementary companies creates a lead- ing global player in the dating market. In the meeting, we approved the takeover offer. The closed session of the Supervisory Board also took place on March 4, 2020.

In two extraordinary meetings, which took place on March 10 and March 12, 2020, we dealt with the departure of Conrad Albert as Deputy CEO and General Counsel.

_ In a further extraordinary meeting on March 26, 2020, the Supervisory Board dealt with the new lineup of the Executive Board and decided to transfer to Rainer Beaujean, in addition to his func-tion as CFO, the Chairman of the Executive Board role and to appoint Wolfgang Link and Christine Schefﬂer to the Executive Board. The Supervisory Board also resolved to remove Max Conze as the Company's CEO.
With the new lineup of the Executive Board, ProSiebenSat.1 Group has returned the primary focus of its operating business to the Entertainment sector in the German-speaking region (Germany, Austria and Switzerland). The main emphasis is on local and live formats, in close cooperation with Red Arrow Studios and the digital studio Studio71.
_ In an extraordinary meeting on April 6, 2020, the Supervisory Board dealt with the further increase in the share of voting rights held by Mediaset Group, which joined the Company as shareholder in May 2019, on March 30, 2020. In this meeting, the Supervisory Board also received a provisional outlook on business performance in the ﬁrst quarter of 2020, particularly in respect to the poten- tial business consequences of the COVID-19 pandemic. In addition, we were informed by the Executive Board that as a result of the pandemic an examination was taking place as to whether to postpone the Annual General Meeting planned for June 10, 2020. Furthermore, we announced the court appointment of Dr. Antonella Mei-Pochtler as new member of the Supervisory Board with effect from April 13, 2020.
_ In an extraordinary meeting on April 22, 2020, the Supervisory Board followed the proposal of the
Executive Board and resolved to hold this year's Annual General Meeting as planned on June 10, 2020 - but due to the pandemic on a virtual basis and without the physical presence of shareholders or their proxies. In doing so, the Company utilized the option which the German legislator had introduced on a temporary basis as a result of the COVID-19 pandemic. The Supervisory Board also resolved to concur with the Executive Board's proposal for the allocation of proﬁts and to carry forward the full amount of the balance sheet proﬁts to the new accounting period. Moreover, we welcomed Dr. Antonella Mei-Pochtler as a new member in the Supervisory Board of ProSiebenSat.1
Media SE.
In the subsequent closed session, the Supervisory Board thoroughly reviewed its performance on the basis of a detailed list of questions. The review extended primarily to the Supervisory Board's view of its mission, the organization of its activities, the independence of its members, the handling of potential conﬂicts of interest, and the composition of its committees.
_ In our regular meeting on June 9, 2020, we were given a detailed report on issues relevant to the capital market and on the anticipated ﬁnancial business performance in the second quarter of 2020.
In this context the Executive Board informed us in detail on the planned strategic alignment of the

To Our Shareholders

Group and its segments, also in the context of the COVID-19 pandemic. Furthermore, we obtained an insight into the strategic development of the Group and the individual segments. In this meeting we also approved the acquisition of the free-TV live rights package for the Bundesliga valid for four seasons. From the summer of 2021, nine games per season will be shown on free-TV in SAT.1 and on the relevant digital platforms. In addition, Dr. Antonella Mei-Pochtler was elected to the Presiding and Nomination Committee and to the Audit and Finance Committee.

In the Annual General Meeting on June 10, 2020, the new Executive Board team - Rainer Beaujean, Wolfgang Link and Christine Schefﬂer - presented itself to the shareholders. In addition, Dr. Antonella Mei-Pochtler, proposed as new member of the Supervisory Board to the Annual General Meeting, also presented herself personally to the audience.

The Annual General Meeting agreed to the Executive Board's and Supervisory Board's proposal to carry forward the full amount of the balance sheet proﬁts to the new accounting period and thus to suspend the dividend for the ﬁnancial year 2019. At the same time, the Group conﬁrmed its current dividend policy in principle. By a clear majority, the Annual General Meeting also elected Dr. Antonella Mei-Pochtler as member of the Supervisory Board. In addition, the Annual General

Meeting granted discharge to the Executive Board and Supervisory Board for ﬁnancial year 2019 by a clear majority. All other proposed resolutions were also adopted with a majority of over 90 percent.

_ In a regular Supervisory Board meeting on September 9, 2020, the Executive Board provided an out- look for the third quarter of 2020 and informed us about the Group's business performance to the present date. We were also informed about the expected market situation in ﬁnancial year 2021. We were provided with an extensive report on the strategy of the Group and its individual segments, which we discussed in detail with the Executive Board. Particularly the topics of digital strategy and its monetarization by extending reach were discussed in more detail. A comprehensive report on the Company's sustainability strategy was provided.

At our regular Supervisory Board meeting on December 9, 2020, the Supervisory Board approved the 2021 budget for ProSiebenSat.1 Group, which had been presented and explained to us in detail. Furthermore, the Supervisory Board acknowledged and approved the multi-year plan and the strategic alignment. We were informed in full detail about the economic performance of the key business areas. At this meeting, we also approved the ﬁnancial targets in the context of vari- able compensation for the Executive Board members for ﬁnancial year 2021 as well as the annual Declaration of Compliance. At this meeting, we were informed that the random sampling by the

German Financial Reporting Enforcement Panel (FREP) of the Consolidated Financial Statements of the Company as of December 31, 2019 including the Group Management Report and the Annual Financial Statements of the Company as of December 31, 2019 including Management Report did not result in any ﬁndings. In the closed session on the previous day, we had extensively discussed and prepared for this meeting.

In addition, the Supervisory Board - after extensive discussion at the regular Supervisory Board meet- ings - adopted eight resolutions by way of written circular vote in 2020, including the Executive Board's proposal to supplement the Supervisory Board on the basis of the court appointment of Dr. Antonella Mei-Pochtler and the targets of the Executive Board in respect to the components of its short-term incentives (STI) for 2020. Also, by way of written circular vote we approved the disposal of the Virtual Minds subsidiary, myLoc managed IT AG to the Italian cloud provider WIIT S.p.A. and approved the sale of WindStar Medical Holding by NuCom Group to the ﬁnancial investor Oakley Capital. With these measures, the Group continued its active portfolio management strategy.

REPORT ON THE WORK OF THE COMMITTEES

The Supervisory Board of the Company has formed various committees to support it in its work. In 2020, the Board had four committees to ensure efﬁcient execution of its duties: the Presiding and

Nominating Committee, the Compensation Committee, the Audit and Finance Committee, and the Capital Markets Committee. The committees reported to the Supervisory Board regularly and com- prehensively on their activities in its plenary sessions. The main emphases of the committees' work are described below.

To Our Shareholders

The Presiding and Nominating Committee coordinates the work of the Supervisory Board and prepares its meetings. In addition, it is responsible for the tasks of a nominating committee in accor- dance with the German Corporate Governance Code and adopts resolutions that have been delegated

to it under the Supervisory Board's rules of procedure. This includes examining license agreements, distribution agreements, and sales agreements. The committee did not meet in 2020, but passed a

total of ﬁve resolutions by way of circular vote, including extending the contract on "Germany's next Topmodel" with Heidi Klum, the successful acquisition of rights for the Formula E and contract exten- sions with the most important media agencies.

The Compensation Committee prepares resolutions on personnel-related Executive Board matters for plenary sessions of the Supervisory Board. In 2020, the committee held four meetings by telecon-

ference and passed three resolutions by way of circular vote. At an initial meeting on February 8, 2020, the committee dealt with the provisional target achievement of Executive Board members under the 2016/2017 Group Share Plan and the 2018 and 2019 Performance Share Plan as well as the provisional individual degrees of target achievement for the 2019 performance bonus. In addition, together with the members of the committee, the performance bonus targets for the individual Executive Board

members for ﬁnancial year 2020 were discussed and a corresponding recommendation to the Super-

visory Board was approved. Also approved was the draft of the 2019 Compensation Report for approval by the Supervisory Board.

In additional meetings, the Compensation Committee dealt intensively with possible adjustments to the compensation system for members of the Executive Board in response to the requirements of the German Act for the Implementation of the Second Shareholder Rights Directive (ARUG II). These meet-

ings took place on September 7, 2020, on November 2, 2020 and on December 2, 2020.

The Audit and Finance Committee reviewed the Annual Financial Statements and the Consolidated

Financial Statements, the Management Report and the Group Management Report, and the proposal

for the allocation of proﬁts in preparation for the Supervisory Board, discussing in particular depth the audit report and the auditor's verbal report on the main ﬁndings of the audit. The Audit and Finance

Committee did not ﬁnd any grounds for objections in its reviews of the Annual and Consolidated Finan- cial Statements. In addition, the Audit and Finance Committee discussed the quarterly statements and

the Half-Year Financial Report with the Executive Board prior to their publication, taking into account the auditor's report on the audit review. It is also the Audit and Finance Committee's task to prepare the Supervisory Board's review of the Company's non-ﬁnancial reporting.

In the period under review, monitoring of the ﬁnancial reporting focused on the potential impair-

ment of goodwill and other intangible assets, the measurement of programming assets, accounting for acquisitions of companies and shareholdings, revenue recognition, hedge accounting, accounting

for ﬁnancial liabilities, progress of ongoing tax audits, and income taxes.

The Audit and Finance Committee monitored the accounting process and the effectiveness of the internal control system and the risk management system, also referring to the corresponding reports by the head of Internal Audit and the auditor. No signiﬁcant weaknesses in the internal control system for the accounting process or in the early risk detection system were identiﬁed by the auditor.

In addition, the Audit and Finance Committee handled the preparation of the Supervisory Board's pro- posal for the appointment of the auditor for ﬁnancial year 2020 by the Annual General Meeting, the engagement of the auditor, and the fee agreement with the auditor. It monitored the effectiveness

of the audit of the ﬁnancial statements and the independence of the auditor, as well as the services performed by the auditor in addition to auditing services. The Audit and Finance Committee submit-

ted the Supervisory Board an appropriate recommendation to elect the audit ﬁrm Ernst & Young as auditor for ﬁnancial year 2020 and for the period to the regular Annual General Meeting in 2021. In a meeting on December 14, 2020, the Audit and Finance Committee resolved to put to tender the stat-

utory audit for ﬁnancial year 2021. The Audit and Finance Committee continuously engaged in dialog

with the auditor regarding the main audit risks and the required focus of the audit of the ﬁnancial statements. It established an internal regulation on services by the auditor that are not related to the

audit of the ﬁnancial statements ("non-audit services") and ensured that the auditor and the Exec- utive Board informed it at each meeting about corresponding contracts and the fees incurred in this

context, which it approved.

To Our Shareholders

In addition, the Audit and Finance Committee was regularly informed about the further development of the compliance management system, the handling of suspected compliance incidents, legal and regulatory risks, and the risk situation, risk identiﬁcation, and risk monitoring at the Company. There were also regular reports on the risk assessment by the Internal Audit department, its resources, and audit planning.

The Executive Board regularly informed the Audit and Finance Committee of the status of various activities to ﬁnance and secure liquidity for the Company. The heads of the responsible departments also attended the Audit and Finance Committee's meetings for selected items of the agenda, provid- ing reports and answering questions. In addition, the Chairman of the Audit and Finance Committee held discussions on important individual topics between the meetings, particularly with the Chair- man of the Supervisory Board, the Chairman of the Executive Board & CFO, and the auditor. The main results of these discussions were regularly reported to the Audit and Finance Committee, as well as to the Supervisory Board where necessary.

In the reporting year, the Committee met six times in the presence of the Chairman of the Executive Board & CFO Rainer Beaujean and the statutory auditor. I attended all meetings as a guest. In ﬁnan- cial year 2020, the Audit and Finance Committee adopted no resolutions by way of a circular vote.

The Capital Markets Committee has the authority to decide insteadof the full Supervisory Board on whether to approve the use of the Company's Authorized Capital, to authorize the issue of conversion and/or option rights, to authorize the acquisition and use of treasury shares and/or the use of deriva- tives when acquiring treasury shares as well as on the associated measures in each case. In ﬁnancial year 2020, there was one meeting of the Capital Markets Committee. This meeting dealt with the cur-rent economic situation of the Group.

AUDIT OF THE ANNUAL AND CONSOLIDATED FINANCIAL

STATEMENTS FOR FINANCIAL YEAR 2020

The Annual and Consolidated Financial Statements of ProSiebenSat.1 Media SE and the Management

Report and Group Management Report for ﬁnancial year 2020 were audited by the audit ﬁrm Ernst & Young, with its registered ofﬁce in Stuttgart, and were issued an unqualiﬁed audit report on Feb-ruary 25, 2021.

All documents relating to the Financial Statements, the Risk Report, and the Ernst & Young audit reports were made available to the members of the Supervisory Board in due time and were subjected to a thorough review by us.

Another subject discussed was the Combined Separate Non-Financial Report which was discussed in the presence of the auditors, ﬁrst at a meeting of the Audit and Finance Committee and then at a meeting of the Supervisory Board. At those meetings, the auditor reported on its signiﬁcant audit ﬁndings. No accounting-related deﬁciencies were identiﬁed in either the internal control system or the risk management system, nor did any circumstances arise that could give cause for concern about the independence of the auditors.

The Supervisory Board acknowledged and approved the auditor's ﬁndings and, after completing its own examination, found no cause for objection on its part either. The Supervisory Board also approved the Annual and Consolidated Financial Statements prepared by the Executive Board and audited by the auditor as well as the Management Report and Group Management Report. The Annual Finan- cial Statements are thus adopted. Finally, the Supervisory Board reviewed and concurred with the Executive Board's proposal for the allocation of proﬁts.

In accordance with section 111(2) sentence 4 of the German Stock Corporation Act (Aktiengesetz - AktG), the Supervisory Board commissioned an external review of the content of the Combined

Separate Non-Financial Report from Ernst & Young. Ernst & Young issued an unqualiﬁed audit opinion in this regard. This means that, according to the assessment by Ernst & Young, the Combined Sepa-rate Non-Financial Report of ProSiebenSat.1 Media SE was prepared in compliance with sections 315b and 315c in conjunction with sections 289b to 289e of the German Commercial Code in all material

To Our Shareholders

respects. In its review, which was also based on the Audit and Finance Committee's report on its preparatory review and its recommendation and the review of Ernst & Young's report and its audit opinion, the Supervisory Board likewise did not identify any reasons to doubt the correctness and appropriateness of the Combined Separate Non-Financial Report.

CONFLICTS OF INTEREST

The members of the Supervisory Board are required to disclose to the Presiding and Nominating

Committee possible conﬂicts of interest without delay. In ﬁnancial year 2020, due to one member of the Supervisory Board simultaneously having seats on corporate bodies of competitors or business partners of ProSiebenSat.1 Media SE, there was the following indications of a conﬂict of interest:

_ Dr. Antonella Mei-Pochtler is a member of the Supervisory Board of Publicis Groupe SA (Paris,

France) which is a customer of Seven.One Media GmbH. She did not participate in the resolution in the context of the contract extensions with the most important media agencies which was passed by way of circular vote.

Otherwise there were no indications for a conﬂict of interest.

CORPORATE GOVERNANCE

Executive Board and Supervisory Board report on corporate governance in the form of the Manage- ment Declaration pursuant to sections 289f and 315d of the German Commercial Code which can be found online under →www.prosiebensat1.com/en/investor-relations/corporate-governance/corporate-governance or in the Annual Report. In accordance with the changed recommendation of the German Corporate Governance Code, no separate Corporate Governance Report was prepared for the ﬁnancial year; the relevant information is now to be found in the Management Declaration.

The members of the Supervisory Board independently took the training measures necessary for their tasks. New Supervisory Board members receive a comprehensive induction. In doing so they have the opportunity to meet members of the Executive Board and specialist executives for a bilateral exchange on fundamental and current topics of the respective Executive Board responsibilities, thus obtaining an overview of the relevant topics of the Company and the governance structure.

CHANGES IN THE COMPOSITION OF THE EXECUTIVE BOARD

AND THE SUPERVISORY BOARD

On March 13, 2020, the Company announced that Conrad Albert, Deputy CEO and General Counsel of ProSiebenSat.1 Media SE, would resign his Executive Board post by mutual agreement as of the end of April 30, 2020, and leave the Company on this date.

On March 26, 2020, the Supervisory Board of ProSiebenSat.1 Media SE resolved that CFO Rainer

Beaujean would also take on the role of Chairman of the Executive Board and CEO Max Conze would leave the company with immediate effect. Wolfgang Link and Christine Schefﬂer were appointed to the Executive Board. In the reorganized Executive Board team, Rainer Beaujean is responsible for Strategy & M&A, Red Arrow Studios, NuCom Group and the newly created ParshipMeet Group as well as all ﬁnancial functions and the holding divisions IT, Communications, Investor Relations, Legal, Governmental Affairs and Group Security. Wolfgang Link is responsible for the Entertainment business, which includes all areas from content and digital to sales and the streaming business with the platform Joyn. Christine Schefﬂer heads the Human Resources, Compliance, Sustainability and Organizational Development & Operational Excellence departments.

To integrate content, digital and sales businesses even closer together, thus offering viewers content across all platforms and media, the Entertainment activities of ProSiebenSat.1 Media SE are managed together under the umbrella brand Seven.One Entertainment Group. At the same time, the Group is strengthening its news expertise and from 2023 is planning to produce its news broadcasts itself. To do this, ProSiebenSat.1 is establishing a central news editorial team for its platforms.

To Our Shareholders

In conjunction with the consistent restructuring of the Group in line with synergies and value creation, ProSiebenSat.1 is taking a further step. As of January 1, 2021, the Red Arrow Studios' produc- tion and distribution business and the digital studio Studio71 are being integrated into the Enter- tainment segment (previously: Seven.One Entertainment Group). ProSiebenSat.1 thus recognizes the strategic afﬁnity of the two businesses. NuCom Group remains an important pillar. Together with the SevenVentures investment arm, from the ﬁnancial year 2021 it constitutes the Commerce & Ventures segment. Together with ParshipMeet Group (from January 1, 2021: Dating segment), this reinforces the Group's diversiﬁcation.

There were also personnel changes in the Supervisory Board in ﬁnancial year 2020. With effect from April 13, 2020, on the basis of a court order, Dr. Antonella Mei-Pochtler became a member of the Supervisory Board of ProSiebenSat.1 Media SE until the end of the Annual General Meeting on June 10, 2020. A clear majority of the shareholders then elected her as Supervisory Board member at the Annual General Meeting on June 10, 2020. She succeeds Angelika Gifford, who resigned on Janu- ary 13, 2020. Dr. Antonella Mei-Pochtler is an independent entrepreneur as well as senior advisor at the

Boston Consulting Group and special advisor to the Austrian Chancellor. She has extensive experience as well as a global network in the areas of strategy, media and digital transformation.

THANK YOU FROM THE SUPERVISORY BOARD

I would like to give a warm welcome to Dr. Antonella Mei-Pochtler and thank Angelika Gifford, who closely accompanied the Company as Supervisory Board member and who left the Supervisory Board last year.

On behalf of my Supervisory Board colleagues, I would like to thank the Executive Board in ofﬁce - Rainer Beaujean, Wolfgang Link and Christine Schefﬂer have done outstanding work and guided ProSiebenSat.1 sovereign through the COVID-19 pandemic. Likewise, my special thanks go to all employ- ees. In a very challenging year, against the backdrop of the pandemic everyone showed extraordinary commitment and as a result of their outstanding performance managed not only to secure, but to advance the Group's business.

In conclusion, I would like to convey our thanks to you, our esteemed shareholders, for your conﬁ- dence in the Company and in the company stock of ProSiebenSat.1. 2020 was a year which presented us all with new challenges. But it was also a year in which the Group's strategic alignment showed its viability for the future. At the same time, ProSiebenSat.1 positioned itself to be even more synergistic, diversiﬁed and focused. In general, the reinforced focus of the Group on earnings is the foundation for improving cash ﬂow, the ability to pay dividends, and leverage in a sustainable manner. We would be pleased if you, dear shareholders, continued to accompany ProSiebenSat.1 on this path.

Unterföhring, March 2021

On behalf of the Supervisory Board

DR. WERNER BRANDT

CHAIRMAN OF THE SUPERVISORY BOARD

To Our Shareholders

MEMBERS

OF THE SUPERVISORY BOARD

MEMBERS OF THE SUPERVISORY BOARD OF PROSIEBENSAT.1 MEDIA SE AND THEIR MANDATES ON OTHER SUPERVISORY BOARDS 1

Dr. Werner Brandt,	Member of the Supervisory Board of ProSiebenSat.1 Media AG	Domestic Mandates:
Chairman	since June 26, 2014/of ProSiebenSat.1 Media SE since May 21, 2015	RWE AG, Essen,
Chairman of the Supervisory Board of RWE AG	Siemens AG, Berlin/Munich
Dr. Marion Helmes,	Member of the Supervisory Board of ProSiebenSat.1 Media AG	Domestic Mandates:
Vice Chairwoman	since June 26, 2014/of ProSiebenSat.1 Media SE since May 21, 2015	Siemens Healthineers AG, Erlangen
Member in various Supervisory Boards
Foreign Mandates:
British American Tobacco p.l.c., London,
United Kingdom,
Heineken N.V., Amsterdam, Netherlands
Lawrence A. Aidem	Member of the Supervisory Board of ProSiebenSat.1 Media AG	Mandates:
since June 26, 2014/of ProSiebenSat.1 Media SE since May 21, 2015	none
Reverb Advisors (Managing Partner)
Adam Cahan	Member of the Supervisory Board of ProSiebenSat.1 Media AG	Mandates:
since June 26, 2014/of ProSiebenSat.1 Media SE since May 21, 2015	none
Independent entrepreneur
Angelika Gifford	Member of the Supervisory Board of ProSiebenSat.1 Media AG/	Domestic Mandates:
of ProSiebenSat.1 Media SE from May 21, 2015 until January 13, 2020	TUI AG, Berlin/Hanover,
Member of various supervisory boards	Thyssenkrupp AG, Essen
Foreign Mandate:
Rothschild & Co. S.C.A, Paris, France
Erik Adrianus Hubertus Huggers	Member of the Supervisory Board of ProSiebenSat.1 Media AG	Foreign Mandate:
since June 26, 2014/of ProSiebenSat.1 Media SE since May 21, 2015	WeTransfer B.V., Amsterdam, Netherlands
Independent entrepreneur
Marjorie Kaplan	Member of the Supervisory Board of ProSiebenSat.1 Media SE	Foreign Mandate:
since May 16, 2018	ArtBnk, LLC, Newmarket, New Hampshire, USA
Merryck & Co (Consultant & Mentor)
Ketan Mehta	Member of the Supervisory Board of ProSiebenSat.1 Media SE	Mandates:
since November 24, 2015	none
Allen & Company LLC (Managing Director)
Dr. Antonella Mei-Pochtler	Member of the Supervisory Board of ProSiebenSat.1 Media SE	Domestic Mandates:
since June 13, 2020	Westwing Group AG, Munich
Special advisor to the Federal Chancellor of Austria and
head of ThinkAustria, the strategic and planning unit of	Foreign Mandates:
the Austrian Federal Chancellery, Vienna, Austria	Assicurazioni Generali SpA, Milan, Italy,
Publicis Groupe S.A., Paris, France
Prof. Dr. Rolf Nonnenmacher	Member of the Supervisory Board of ProSiebenSat.1 Media SE	Domestic Mandates:
since May 21, 2015	Continental AG, Hanover,
Member in various supervisory boards	Covestro AG, Leverkusen,
Covestro Deutschland AG, Leverkusen

1 The presentation of mandates describes the memberships in other supervisory boards required by German law as well as memberships in comparable domestic and foreign supervisory bodies of commercial enterprises.

To Our Shareholders

Members of the Supervisory Board

MEMBERS

OF THE EXECUTIVE BOARD

MEMBERS OF THE EXECUTIVE BOARD OF PROSIEBENSAT.1 MEDIA SE AND

THEIR MANDATES ON OTHER SUPERVISORY BOARDS 1

Member of the Executive Board

Rainer Beaujean, Chairman of the

Executive Board & CFOWolfgang Link,

Member of the

Executive Board & CEO

Seven.One Entertainment Group

Christine Schefﬂer,

Member of the Executive

Board & CHRO

Max Conze, Chairman of the Executive Board (CEO)Conrad Albert,

Deputy Chairman of the Executive Board, Group General Counsel

CFO since July 1, 2019, Chairman of the Executive Board since March 26, 2020

Member of the Executive Board since March 26, 2020

Chairman of the Exec-utive Board (CEO)

from June 1, 2018 to March 26, 2020 (termination of the employment contract as of May 31, 2020) Member of the Executive Board member from October 1, 2011 to April 30, 2020, Deputy CEO from November 19, 2017 to April 30, 2020

Executive Board responsibilities to 12/31/2020

Strategy & M&A, Red Arrow Studios

(incl. Studio71), NuCom Group, ParshipMeet Group, Finances (IR, Treasury, Corporate Procurement & Real Estate, Accounting & Taxes, Shared Services,

Corporate Security), Internal Audit, Controlling, IT, Communication, Legal, Regulatory & Governmen-tal Affairs

Seven.One Entertainment Group

(Content, Digital incl. Joyn, Sales, Distribution)Human Resources, Compliance, Sustainability, Organizational

Development &

Operational Excellence

Executive Board responsibilities from 01/01/2021

Dating (e.g. ParshipMeet

Group), Commerce &

Ventures (e.g. NuCom Group, SevenVentures), Strategy,

M&A, Controlling, Finances

(IR, Treasury, Corporate

Procurement & Real Estate, Accounting & Taxes, Shared

Services, Corporate Security), Internal Audit, IT, Communi- cation, Legal, Regulatory &

Governmental Affairs

Entertainment:

Content, Digital incl. Joyn, Sales, Distribution,

Red Arrow Studios, Studio71

Human Resources, Compliance, Sustainability, Organizational Development & Operational Excellence

Mandates on other Supervisory Boards

Domestic Mandates:

NCG - NUCOM GROUP SE, Unterföhring (Member of the Supervisory Board since February 6, 2020 and Chairman of the Supervisory Board since April 14, 2020),

Virtual Minds AG, Freiburg im Breisgau (Member of the Supervisory Board since April 24, 2020 and

Chairman of the Supervisory Board since May 11, 2020),

Joyn GmbH, Munich

(Member of the Advisory Board since April 6, 2020), ParshipMeet Holding GmbH, Hamburg

(member of the Advisory Board since August 17, 2020),

Rheinisch-Bergische Verlagsgesellschaft mbH,

Düsseldorf (Member of the Supervisory Board since March 31, 2020),

Rheinische Post Verlagsgesellschaft mbH,

Düsseldorf (Member of the Supervisory Board since March 31, 2020),

Zeitschrift Controlling (Publisher Advisory Board)

Foreign Mandate:

ProSiebenSat.1 Digital Content GP Ltd, London,

United Kingdom (until December 23, 2020)

Domestic Mandates:

Joyn GmbH, Munich

(Member of the Advisory Board) ParshipMeet Holding GmbH, Hamburg (Member of the Advisory Board since August 17, 2020)

Foreign Mandate:

ProSiebenSat.1 Puls 8 TV AG, Zurich, Switzerland

(Vice President of the Board of Directors)

Domestic Mandate:

JobUfo GmbH, Berlin

(Member of the Advisory Board)

Domestic Mandates:

Joyn GmbH, Munich

(Chairman of the Advisory Board) (until April 6, 2020) NCG - NUCOM GROUP SE, Unterföhring

(Chairman of the Supervisory Board)

(until April 7, 2020)

Domestic Mandates:

VG Media Gesellschaft zur Verwertung der Urheber- und Leistungsschutzrechte von Sendeunternehmen und Presseverlegern mbH, Berlin

(Deputy Chairman) (until March 18, 2020)

Bavaria Studios & Production Services GmbH, Grünwald

1 The presentation of mandates describes the memberships in supervisory boards required by German law as well as memberships in comparable domestic and foreign supervisory bodies of commercial enterprises.

To Our Shareholders

Members of the Executive Board

MANAGEMENT DECLARATION

In this Management Declaration, the Executive Board and Supervisory Board report on corporate governance pursuant to sections 289f and 315d of the German Commercial Code (HGB). The Management Declaration includes information on relevant corporate governance practices and other aspects of corporate governance in addition to the annual Declaration of Compliance pursuant to section 161 of the German Stock Corporation Act (AktG). The Executive Board and Supervisory

Board regard good corporate governance as an essential component of responsible, transparent management geared toward long-term value creation. With the German Corporate Governance Code (GCGC) a standard for transparent control and management of companies was established. In line with Principle 22 of the GCGC in the version of December 16, 2019, in the present Management

Declaration the Executive Board and Supervisory Board report on the Company's corporate governance and give their views on the Code's recommendations and proposals. Information on

Executive Board and Supervisory Board compensation can be found in the Compensation Report. In addition to the current Management Declaration and the current Declaration of Compliance, the declarations of the last ﬁve years are available on the Company's website.

DECLARATION OF COMPLIANCE WITH THE GERMAN CORPORATE GOVERNANCE CODE PURSUANT TO SECTION 161 OF THE GERMAN STOCK CORPORATION ACT

The Executive Board and the Supervisory Board of ProSiebenSat.1 Media SE hereby declare that ProSiebenSat.1 Media SE has complied with the recom- mendations of the "Government Commission on the German Corporate Governance Code" in the version of

February 7, 2017, and published in the ofﬁcial section of the Federal Gazette (Bundesanzeiger) on April 24 and May 19, 2017 (previous GCGC) in the period since the issu- ance of the last declaration of compliance in December 2019 with the following exception:

The D&O insurance contracts concluded for the Exec- utive Board and the Supervisory Board provide for pay- ment of a deductible by the insured members of the Exec- utive Board in the scope stipulated by law (section 93(2) sentence 3 of the Stock Corporation Act in conjunction with article 51 of the SE Regulation) and in their contracts of employment. However, neither the Executive Board nor the Supervisory Board regards a deductible as an effective way of enhancing Supervisory Board mem-bers' motivation or sense of responsibility. Therefore, no deductible is agreed for Supervisory Board members, contrary to the recommendations of item 3.8 of the pre-vious German Corporate Governance Code.

The Executive Board and the Supervisory Board of ProSiebenSat.1 Media SE hereby further declare to com- ply in the future with the recommendations of the

"Government Commission on the German Corporate Governance Code" in the version of December 16, 2019

(GCGC), and published in the ofﬁcial section of the

Federal Gazette (Bundesanzeiger) on March 20, 2020.

December 2020

Executive Board and Supervisory Board of ProSiebenSat.1 Media SE

CORPORATE GOVERNANCE AND THE COMPANY'S GOVERNING BODIES

ProSiebenSat.1 Media SE is a listed European Company (Societas Europaea - SE), with its registered ofﬁce located in Germany. Thus, in addition to the German Corporate Governance Code (GCGC), the formal structure for corporate governance is derived from German and European law, notably the law governing European Companies (SEs), stock corporation and capital mar- kets law, and the articles of incorporation of ProSiebenSat.1

Media SE.

As a European Company, ProSiebenSat.1 Media SE operates under a dual system via its three governing bodies: the Annual

General Meeting, the Supervisory Board (supervisory body) and the Executive Board (managing body). Those bodies' duties and powers are governed by Council Regulation (EC) No. 2157/2001 of October 8, 2001, on the Statute for a European Company (SE Regulation), the SE Regulation Implementation Act (Gesetz zur Ausführung der SE-VO - SEAG), the German Stock Corpora- tion Act (Aktiengesetz - AktG) and the articles of incorporation of ProSiebenSat.1 Media SE.

CORPORATE GOVERNANCE STRUCTURE OF

PROSIEBENSAT.1 MEDIA SE

Annual General Meeting

Monitors and advises the management

Authorized to convene meetings

Elects the membersReports toAnnual approval of actionsAnnual approval of actions

Reports to Appoints the members

Authorized to convene meetings

Reports to

A clear separation of powers is maintained between the management function and the supervisory function. The managing body is the Executive Board, which is overseen and advised by the Supervisory Board on management of the Company. All transactions and decisions of fundamental sig- niﬁcance for the Company are undertaken by the Executive Board in close consultation with the Supervisory Board. There- fore, open communication and close cooperation between the two bodies are of particular importance.

MANAGEMENT AND MONITORING Executive Board

The Executive Board of ProSiebenSat.1 Media SE is convinced that sustainable economic success in a competitive environ- ment can be achieved only by ensuring that business prac- tices comply with the applicable laws. In addition to prevent-ing corruption, the Company particularly focuses on antitrust legislation and media law, as well as data protection. For this cause, ProSiebenSat.1 Group has implemented a compliance management system (CMS). The main objective of the CMS is to ensure that all employees consistently think and act with integrity and in accordance with company policies and the law, thus preventing law- and rule-breaking in advance.

In view of its Group structure, ProSiebenSat.1 Group has estab-lished both a central and a decentralized compliance organi-zation. The central organization is made up of the Compliance Committee and the Group Compliance department headed by the Group's Chief Compliance Ofﬁcer (CCO), which are assisted in the performance of their duties by experts from other areas, such as the Legal department. The Compliance Committee is made up of Executive Board member responsible for compli- ance, Christine Schefﬂer, the Deputy CFO and the Chief Compli- ance Ofﬁcer, as well as the Group functions HR, Internal Audit, Risk Management and Legal as well as the Unit Compliance Ofﬁcers of the different segments and the Group Data Protec- tion Ofﬁcer. The Compliance Committee and the CCO supportand advise the Executive Board in implementing, monitoring, and updating the CMS. The CCO, who is based in the Executive Board department covering HR, Compliance, Sustainability,

Organizational Development & Operational Excellence, and is entrusted with implementing the CMS in the Group, carries out risk analyses and training, and advises the Executive Board on the development and implementation of appropriate measures to minimize risk. In addition, he or she monitors legal develop- ments and makes proposals for updating the CMS.

The decentralized compliance organization is represented by

Unit Compliance Ofﬁcers (UCOs), who are appointed in Group entities. Overall responsibility for the CMS lies with the Exec- utive Board of ProSiebenSat.1 Media SE as the parent company of ProSiebenSat.1 Group.

ProSiebenSat.1 Group has laid down basic guidelines and poli- cies in its Code of Conduct. The guidelines deﬁne the general standards for conduct in business, legal and ethical matters and also govern how employees can report misconduct in the Com- pany. They serve all members of the Executive Board, the man- agement, and the employees of ProSiebenSat.1 Group as a bind- ing reference and regulatory framework for dealing with each other and with business partners, customers, suppliers, and other third parties. The Code of Conduct can be viewed online at →www.prosiebensat1.com/en/investor-relations/corporate-governance/ code-of-conduct .

Another central compliance instrument of ProSiebenSat.1 Group is the whistleblower system. In addition to internal reporting channels, it is also possible to report legal violations anony- mously via an external ombudsman service. The ombudsman service accepts complaints and reports by telephone or e-mail, checks their plausibility and then forwards them to Group

Compliance. In the event of reports of serious suspicions and after internal evaluation, the Chief Compliance Ofﬁcer promptly informs the management.

ProSiebenSat.1 Group values the diversity of individual char- acteristics, experience, and expertise that its employees and managers contribute to the Company, and regards diversity as an important success factor for the Group's development. In particular, the proportion of women in management positions is a key diversity aspect for ProSiebenSat.1 Group. In a resolu- tion dated June 30, 2017, with reference to section 76(4) of the German Stock Corporation Act (AktG) in conjunction with article 9(1) lit. c) ii) of the SE Regulation (SE-VO), the Executive Board of ProSiebenSat.1 Media SE established the following targets - to be reached by June 30, 2022 - for the proportion of women at the two management levels below Executive Board level:

_ First management level (Management Level 1): 15%

_ Second management level (Management Level 2): 30%

At the end of the past ﬁnancial year, the proportion of women at the ﬁrst management level of ProSiebenSat.1 Media SE was 25.0% (previous year: 25.0%). At the second management level, the percentage of women was 30.4% (previous year: 34.2%).

This means that both targets for the proportion of women at the two management levels below Executive Board level were exceeded in the reporting period.

PROSIEBENSAT.1 GROUP'S WHISTLEBLOWER SYSTEM

Whistleblower (internal or external)

Internal Audit

External reporting channelOmbudsman service

(external law ﬁrm)

Passing on of tested information and information provided by whistleblowers

Internal reporting channel

Supervisory Board

The Supervisory Board appoints and dismisses the members of the Executive Board, monitors and advises the Executive Board in managing the Company and is to be involved in all decisions of decisive importance for the Company. The Chairman of the Supervisory Board is elected by the Supervisory Board from among its members. He coordinates the work in the Super- visory Board and represents the Supervisory Board's interests externally. In this context the Chairman of the Supevisory Board talks to investors about topics speciﬁc to the Supervisory Board, within reasonable limits.

Annual General Meeting

The Company's shareholders exercise their rights of co-admin- istration and oversight at the Annual General Meeting, which is handled rapidly by the chair of the meeting and should be ﬁnished after four to six hours at the latest. Parts of the Annual

General Meeting are also broadcast online. Each common share confers one vote at the Annual General Meeting. The sharehold- ers of the Company are notiﬁed of the items on the agenda of the Annual General Meeting and the resolutions proposed by the Executive Board and the Supervisory Board in due time in the meeting invitation. The Executive Board ensures that a proxy is appointed to exercise shareholders' voting rights as per their instructions and thus make it easier for shareholders to exercise their rights. The proxy is present and available at the Annual General Meeting, and furthermore shareholders or their representatives who are not attending the Annual General

Meeting in person are able to authorize and issue instructions to the proxy up until the day before or, if the online shareholder portal is being used, up until the end of the general debate of the respective Annual General Meeting.

As a result of the spreading of the new SARS-CoV-2 virus (known as COVID-19 pandemic), on June 10, 2020 on the basis of the

German Act Concerning Measures Under the Law of Compa- nies, Cooperative Societies, Associations, Foundations and Commonhold Property to Combat the Effects of the COVID-19

Pandemic of March 27, 2020, the Company's Executive Board,with the consent of the Supervisory Board, resolved to hold the Annual General Meeting as virtual Annual General Meeting without the physical presence of the shareholders or their prox- ies. There was a live sound and video broadcast of the entire virtual Annual General Meeting via the online shareholder portal on the website. Shareholders or their proxies were able to submit their votes either in writing or on the basis of elec- tronic communication (postal vote) as well as by authorizing a shareholder representative named by the Company. On the basis of electronic communication, shareholders were able to address questions to the Executive Board and to Supervisory

Board using the online shareholder portal up to two days before the Annual General Meeting. Shareholders who exercised their voting right on the basis of a postal vote or via proxies were able to submit objections to the resolutions of the Annual General Meeting on the basis of electronic communication via the online shareholder portal from the start of the virtual Annual General Meeting until it ended.

COMPOSITION OF THE EXECUTIVE BOARD

According to the Company's articles of incorporation, the

Executive Board must be composed of one or more members.

The number of Executive Board members is determined by the Supervisory Board. As of December 31, 2020, the Executive Board of ProSiebenSat.1 Media SE had three members (previ- ous year: three members). Members of the Executive Board are appointed and removed by the Supervisory Board in accor- dance with article 39 (2) SE Regulation. In accordance with section 7 (2) sentence 1 of the articles of incorporation in con- junction with article 46 SE Regulation, Executive Board mem- bers can be appointed for a maximum period of ﬁve years. Initial appointments generally do not utilize the full maximum period, but are generally made for a period not exceeding three years.

Reappointments are permitted for a maximum of ﬁve years. In accordance with the recommendation of the German Corpo- rate Governance Code, the Supervisory Board has set an age limit for members of the Executive Board: Persons who would turn 65 years before the expiration of their intended term of ofﬁce shall not be appointed to the Executive Board. In the past

year, the Supervisory Board again discussed issues of the long- term succession planning for the Executive Board, discussed the topic with the Executive Board and analyzed both the key focuses for future Executive Board work and also the executives currently available in the Company. → Members of the Executive Board

Targets for Executive Board Composition

The Supervisory Board of ProSiebenSat.1 Media SE has estab- lished a target for the composition of the Executive Board with regard to the equal participation of women in accordance with section 111(5) of the German Stock Corporation Act (AktG) in con- junction with article 9(1) lit. c) ii) of the SE Regulation as well as deadlines for the respective target achievement.

On December 10, 2019, the Supervisory Board resolved to meet the target that was set by resolution dated May 12, 2017, for the equal participation of women on the Executive Board with the appointment of one woman. The deadline for implementing this target expires on December 31, 2024. With the appointment of Christine Schefﬂer as a member of the Executive Board of

ProSiebenSat.1 Media SE in March 2020, this target for the equal participation of women on the Executive Board is already met during the reporting period. Besides the proportion of women, no further diversity aspects have yet been deﬁned as targets for the Executive Board as the Supervisory Board does not cur- rently deem it a requirement for the purposes of appointing suitable candidates to the Executive Board.

WORKING PROCEDURES OF THE EXECUTIVE BOARD

Each member of the Executive Board is assigned an area of responsibility regarding which that member keeps his or her colleagues on the Executive Board continuously updated. Rules of procedure enacted by the Supervisory Board for the Exec- utive Board and updated as necessary govern the coopera- tion between the Executive Board members and the Executive

Board members' areas of responsibility. The working proce- dures also govern in particular the allocation of responsibilities and matters reserved for the full Executive Board. The Executive Board has not formed any committees.

Meetings of the full Executive Board generally took place on a weekly basis and are chaired by the Chairman of the Exec- utive Board. One of the functions of the meetings is to adopt resolutions on measures and transactions that require the con- sent of the full Executive Board under the Executive Board's rules of procedure. When adopting resolutions, at least half of the Executive Board members must participate in the vote. Resolutions of the full Executive Board are adopted by simple majority. In the event of a tie, the Chairman of the Executive

Board casts the deciding vote. When signiﬁcant events occur, any Board member may call an extraordinary meeting of the full Executive Board; the Supervisory Board may likewise call such meetings. The Executive Board may also adopt resolutions outside of the meetings by casting votes verbally, by phone, in writing, or by text message.

Written minutes of every meeting of the full Executive Board and of every resolution adopted outside the meetings areprepared and signed by the Chairman of the Executive Board or the chairman of the meeting. The minutes are then promptly forwarded to each member of the Executive Board in writing or by text message and presented for approval at the next Exec- utive Board meeting. If none of the individuals who attended the meeting or took part in the resolution object to the content or the wording of the minutes, the minutes shall be deemed approved.

In addition to the regular Executive Board meetings, a strategy workshop is held at least once a year. The workshops serve to prioritize strategic targets across the Group and to deﬁne the strategy for the current ﬁnancial year in cooperation with senior executives from the various business units.

COMPOSITION OF THE SUPERVISORY BOARD

As of December 31, 2020, the Supervisory Board of ProSiebenSat.1

Media SE is made up of nine members as stipulated in the articles of incorporation (previous year: nine members), each of whom was elected by the Annual General Meeting. New Super- visory Board members take part in a structured onboarding process, in which they are familiarized with the Company and their tasks. → Members of the Supervisory Board

Targets for the Composition of the Supervisory Board

Having thoroughly reviewed the recommendations of the

German Corporate Governance Code in the version dated

February 7, 2017 regarding the speciﬁc targets for its compo- sition, the Supervisory Board set targets for its composition that take account of the speciﬁcs of the Company pursuant to section 111(5) of the German Stock Corporation Act (AktG) in conjunction with article 9(1) lit. c) ii) of the SE Regulation, on March 12, 2018. The Supervisory Board has accordingly set the following targets:

_ the share of independent Supervisory Board members within the meaning of the German Corporate Governance Code should be at least 30%;
_ the share of women should be at least 1/3 (one third), to be attained by no later than March 31, 2024;
_ the members of the Supervisory Board should have speciﬁc international expertise and experience in the areas of broad- casting, media, and communication;
_ the international activities of the Company should be taken into account. The Supervisory Board should be ﬁlled with members who, based on their origin or professional activities, represent regions or cultures in which the Company has sig- niﬁcant business operations. In this context, diversity should also be taken into account when appointing members to the
Supervisory Board, and the current level of diversity should be maintained. The Supervisory Board should be ﬁlled with members who, based on their origin, their personal back- ground, their education, or professional activities, are able to contribute a wide range of experience and speciﬁc expertise;

the Supervisory Board will continue to assess how it intends to handle potential or actual conﬂicts of interest in order to continue to guarantee unbiased supervision of and provi- sion of advice to the Executive Board of the Company in the

Company's best interests in each individual case within the legal framework and taking into account the German Cor- porate Governance Code;

_ the age limit of 70 years at the time of appointment to the

Supervisory Board, as stipulated in the rules of procedure adopted by the Supervisory Board, should continue to apply;

individuals who have been members of the Company's

Supervisory Board for three full consecutive terms, and thus generally for ﬁfteen years, should as a rule no longer be nom- inated for reelection to the Supervisory Board.

The Supervisory Board already meets the aforementioned tar-gets it has set for its composition pursuant to the German Cor- porate Governance Code and the German Stock Corporation

Act. The Supervisory Board considers all Supervisory Board members independent for ﬁnancial year 2020.

OVERVIEW OF THE TERMS OF OFFICE OF THE MEMBERS

OF THE SUPERVISORY BOARD

Date of	[as of the end of the AGM
Name	appointment	of the year or resignation]
Brandt, Dr. Werner
(Chairman)	06/12/2019	AGM 2022 [3 years]
Helmes, Dr. Marion
(Vice-Chairwoman)	06/12/2019	AGM 2023 [4 years]
Aidem, Lawrence	06/12/2019	AGM 2023 [4 years]
Cahan, Adam	06/12/2019	AGM 2022 [3 years]
AGM 2023 [4 years]
Gifford, Angelika	06/12/2019	[Resignation as of Jan 13, 2020]
Huggers, Erik	06/12/2019	AGM 2024 [5 years]
Kaplan, Marjorie	06/12/2019	AGM 2024 [5 years]
Mehta, Ketan	06/12/2019	AGM 2024 [5 years]
06/10/2020
(Conﬁrmed
by the AGM)	AGM 2023
04/13/2020	[supplementary election
(Appointed	for Angelika Gifford]
Mei-Pochtler, Dr. Antonella	by court)	AGM 2020
Nonnenmacher, Prof. Dr. Rolf	06/12/2019	AGM 2022 [3 years]

End of the term of ofﬁce

The described targets for the Supervisory Board's composition and stipulations concerning the equal participation of women on the Supervisory Board in accordance with section 111(5) of the German Stock Corporation Act (AktG) in conjunction with article 9(1) lit. c) ii) of the SE Regulation form part of the diversity concept for the Supervisory Board in accordance with sections 289f(2) no. 6 and 315d of the German Commercial Code (HGB). Another element of the Supervisory Board diversity concept is the skills proﬁle for the Supervisory Board, which is described below.

Skills Proﬁle for the Supervisory Board

In light of the recommendation of the German Corporate Governance Code in the version of December 16, 2019, under item note C.1 (Composition of the Supervisory Board), the Super- visory Board of ProSiebenSat.1 Media SE developed the skills proﬁle described below for the Board as a whole and adopted this on March 12, 2018, so as to ensure qualiﬁed control and monitoring of the Company by the Supervisory Board. The

Board as a whole already satisﬁes the requirements in its cur-rent composition.

Each member of the Supervisory Board should contribute essential general expertise, with the effect that the correspond- ing candidates are able to perform the tasks of the Supervisory

Board in an international media/digital group based on their personality, independence, motivation, and integrity. In addi- tion, it should be ensured that the subject of diversity is taken into account in the nomination of candidates by the Super- visory Board's Presiding and Nominating Committee to the Supervisory Board as a whole and subsequently to the Annual

General Meeting.

The expertise and experience required for qualiﬁed and suc- cessful work by the Supervisory Board should - in keeping with the Supervisory Board's nature as a collegial body - be ensured by all members of the Supervisory Board.

Overall, the Supervisory Board of ProSiebenSat.1 Media SE should have the skills and expertise considered to be material in view of ProSiebenSat.1 Group's activities. This particularly includes in-depth knowledge with regard to:

_ experience in the management of a listed, internationally operating company;
_ in-depth understanding of ProSiebenSat.1 Group's different business areas - particularly content and broadcasting, dis-tribution, digital entertainment, e-commerce, and produc- tion - and of the Group's market environment and media regulation/policy;
_ in-depth knowledge in the ﬁeld of digital business develop- ment, digital diversiﬁcation and platform strategies (such as Addressable TV), data and advertising technology, and M&A;
_ in-depth knowledge in the ﬁeld of accounting, ﬁnancial reporting, and auditing;
_ in-depth knowledge in the ﬁelds of controlling and risk man- agement;
_ in-depth knowledge in the ﬁelds of human resources devel- opment and management;
_ in-depth knowledge in the ﬁelds of governance and com- pliance.

In addition, at least one independent member of the Super- visory Board, who is the Chairman of the Audit and Finance Committee, must have speciﬁc expertise and experience in applying accounting principles and internal controlling

methods as well as being familiar with the audit of annual ﬁnan- cial statements.

When putting forward nominations to the Annual General

Meeting, particular attention should be paid to the personal- ity, integrity, motivation, and independence of the candidates.

In addition, Supervisory Board members should comply with the limit recommended in item C.4 of the German Corporate

Governance Code with regard to mandates at listed compa- nies outside the Group

With regard to nominations by the Supervisory Board to the Annual General Meeting all requirements should be met and the above targets should be taken into account so as to ensure overall fulﬁllment of the skills proﬁle for the Supervisory Board.

Further information on the skills proﬁle for the Supervisory Board is available at the ProSiebenSat.1 Media SE website at →www.prosiebensat1.com/en/investor-relations/corporate-governance/ corporate-bodies .

WORKING PROCEDURES OF THE SUPERVISORY BOARD

The Executive Board provides the Supervisory Board with prompt and complete information - both in writing and at the Supervisory Board's quarterly meetings - on planning, busi- ness performance, and the situation of the Company, including risk management and compliance matters. Where indicated, an extraordinary meeting of the Supervisory Board is called to address important events. The Executive Board includes the

Supervisory Board in company planning and strategy as well as in all matters of fundamental importance to the Company. The

Company's articles of incorporation and the rules of procedure for the Executive Board stipulate that all signiﬁcant transactions must be approved by the Supervisory Board. Such signiﬁcant transactions requiring the consent of the Supervisory Board include adopting the annual budget, making major acquisi- tions or divestments, and investing in program licenses. More information on cooperation between the Executive Board and the Supervisory Board and on the signiﬁcant matters on which they consulted in ﬁnancial year 2020 is available in the Report of the Supervisory Board. → Report of the Supervisory Board

The Supervisory Board holds a minimum of two meetings during the ﬁrst half of the ﬁnancial year and two meetings during the second half. To facilitate its work, the Supervisory

Board has adopted rules of procedure to supplement the pro- visions of the articles of incorporation. These can be viewed on the Company's website →www.prosiebensat1.com/en/investor-relations/ corporate-governance/corporate-bodies . The rules of procedure stipu- late that the Chairman of the Supervisory Board is to coordi- nate the work of the Supervisory Board, chair the Supervisory Board meetings, and represent the Supervisory Board's inter- ests externally. As a rule, the Supervisory Board adopts its reso- lutions at the Supervisory Board meetings. However, on instruc- tion of the Chairman of the Supervisory Board, resolutions may also be adopted on conference calls, in videoconferencing sessions or outside of the meetings. Equally admissible is the adoption of resolutions via a combination of voting at meetings and voting via other methods.

The Supervisory Board is deemed to constitute a quorum if at least half of its members participate in the vote. Resolutions of the Supervisory Board are generally adopted by simple major- ity of the votes cast, unless otherwise prescribed by law. In the event of a tie, the deciding vote is cast by the Chairman of the

Supervisory Board, or in his absence the Vice-Chairwoman.

The meetings of the Supervisory Board are recorded in minutes that are signed by the Chairman. A written record is also kept of resolutions adopted outside of the meetings. A copy of the minutes, or of resolutions adopted outside of meetings, is sent promptly to all members of the Supervisory Board. The Super-visory Board members participating in the meetings or voting on the resolutions may raise objections to the minutes. Objec- tions must be made in writing to the Chairman of the Super-visory Board within one month of the minutes being sent out. Otherwise, the minutes shall be deemed approved.

Prof. Dr. Rolf Nonnenmacher, who is also Chairman of the Audit and Finance Committee, meets the requirements of sections 100(5) and 107(4) of the German Stock Corporation Act (AktG) in conjunction with article 9(1) lit. c) ii) of the SE Regulation and item D.4 of the German Corporate Governance Code as an inde- pendent, expert member. In other respects, the members of the Audit and Finance Committee are, as a whole, familiar with the sector in which the Company operates pursuant to sections 100(5) and 107(4) of the German Stock Corporation Act (AktG) in conjunction with article 9(1) lit. c) ii) of the SE Regulation.

The members of the full Supervisory Board are, as a whole, also familiar with the sector in which the Company operates pur- suant to section 100(5) of the German Stock Corporation Act (AktG) in conjunction with article 9(1) lit. c) ii) of the SE Regula- tion. All Supervisory Board members must report any conﬂicts of interest without delay to the Supervisory Board's Presiding and Nominating Committee, particularly those conﬂicts that may arise from exercising an advisory or executive function vis- à-vis customers, suppliers, creditors, or other business partners.

The recommendation contained in item D.13 of the German Corporate Governance Code states that the Supervisory Board should regularly implement a self-assessment of its activi- ties. The review extends primarily to the Supervisory Board's view of its mission, the organization of its activities, the inde- pendence of its members, the handling of potential conﬂicts of interest, and the composition of its committees. The last review of the efﬁciency of Supervisory Board work took place on April 22, 2020 in the context of a closed session on the basis of a detailed list of questions.

COMPOSITION AND WORKING PROCEDURES OF THE SUPERVISORY BOARD COMMITTEES

In ﬁnancial year 2020, the Supervisory Board formed four com- mittees. The Supervisory Board decides on the composition of its committees. In selecting committee members, poten- tial conﬂicts of interest involving Supervisory Board members are taken into account, as are their professional qualiﬁcations.

COMPOSITION OF THE SUPERVISORY BOARD COMMITTEES AS OF DECEMBER 31, 2020

PRESIDING AND NOMINATION COMMITTEE

Dr. Werner Brandt (Co-Chairman), Dr. Marion Helmes (Co-Chairwoman), Lawrence Aidem, Marjorie Kaplan, Ketan Mehta, Dr. Antonella Mei-Pochtler (since June 10, 2020)

AUDIT AND FINANCE COMMITTEE

Prof. Dr. Rolf Nonnenmacher (Chairman and independent ﬁnancial expert within the meaning of sections 100(5)

and 107(4) of the Stock Corporation Act in conjunction with article 9(1) lit. c) ii) of the SE Regulation and the German Corporate Governance Code), Angelika Gifford (until January 13, 2020), Dr. Marion Helmes, Dr. Antonella Mei-Pochtler (since June 10, 2020)

COMPENSATION COMMITTEE

Dr. Werner Brandt (Chairman), Angelika Gifford (until January 13, 2020), Dr. Marion Helmes, Lawrence Aidem (since April 1, 2020), Prof. Dr. Rolf Nonnenmacher

CAPITAL MARKETS COMMITTEE

Dr. Werner Brandt (Chairman), Dr. Marion Helmes, Ketan Mehta, Prof. Dr. Rolf Nonnenmacher

The Supervisory Board committees generally meet on a quar- terly basis or as required. To the extent permitted by law, the committees have been entrusted with adopting resolutions concerning various Supervisory Board tasks, especially approv- ing certain management actions. A committee is deemed to constitute a quorum when at least half of its members partici-pate in the vote. Committee resolutions are normally adopted by a simple majority vote. In the event of a tie, the committee chairman casts the deciding vote. Written minutes are prepared of each committee meeting and are signed by the committee chairman. Resolutions adopted outside the meetings are also recorded in writing. Minutes and the text of resolutions adopted are sent to all members of the committee concerned. These shall be deemed approved if no committee member who was present at the meeting, or who took part in the vote on the resolution, objects to the content within one month of dispatch. The committee chairmen report on the work of the commit- tees at the meetings of the Supervisory Board.

The Chairman of the Executive Board & CFO and the indepen-dent auditor participate regularly in the meetings of the Audit and Finance Committee. In addition, the chairman of the Audit and Finance Committee invites in particular senior executives from the areas of ﬁnance and accounting to provide informa- tion at meetings if required. The Audit and Finance Committee meets without any Executive Board members being present at least once per ﬁnancial year. The Supervisory Board has issued rules of procedure to govern the work of the Audit and Finance

Committee. In addition, the Audit and Finance Committee and the auditors maintain a regular dialog between meetings.

The individual breakdown of participation at meetings of the

Supervisory Board can be found in the → "Report of the Supervisory

Board" .

TRANSPARENCY AND EXTERNAL REPORTING

We aim to strengthen trust among shareholders, capital providers, and other interested parties through openness and transparency. For that reason, ProSiebenSat.1 Media SE reports regularly on key business developments and changes within the Group. The Company generally provides information simultaneously to all shareholders, ﬁnancial analysts, media representatives, and other interested parties. Given the interna- tional nature of our stakeholders, we provide reports in English as well.

The ﬁnancial calendar presents the publication dates of ﬁnan- cial reports and quarterly reports well in advance, along with other important dates such as the date of the Annual General

Meeting. The calendar is available on the Company's website at → w w w.prosiebensat1.com/en/investor-relations/presentations-events/ ﬁnancial-calendar .

To ensure fair communication and prompt disclosure both in Germany and elsewhere, the Company makes use of the

Internet as one of its main communication channels. All relevant corporate information is published on our website at → w w w.prosiebensat1.com/en . Annual reports, half-yearly ﬁnancial reports, quarterly statements, current stock price charts, and company presentations can be downloaded from the web- site at any time. The website includes a special section where the Group provides information on organizational and legal matters in connection with the Annual General Meeting. The meeting agenda can be found here, and the Chairman of the

Executive Board's speech and the results of votes are made available after the meeting. In the Corporate Governance sec-tion, ProSiebenSat.1 Media SE also publishes the current Man- agement Declaration pursuant to section 289f and sections 289f, 315d and 315e of the German Commercial Code (HGB),

and the Declaration of Compliance with the German Corporate Governance Code (GCGC) in accordance with section 161 of the German Stock Corporation Act (AktG), which includes an archive with the declarations from the last ﬁve years and the Compa- ny's articles of incorporation.

Four times a year, ProSiebenSat.1 Group presents information on the Group's business performance as well as its ﬁnancial posi- tion and earnings as part of the Company's annual and interim ﬁnancial reporting. The Consolidated Financial Statements and the Group Management Report are made publicly available within 90 days after the end of the ﬁnancial year, the mandatory ﬁnancial information during the ﬁnancial year within 45 days after the end of the reporting period at → w w w.prosiebensat1.com/ en/investor-relations/publications/results .

As required by law, matters that could signiﬁcantly inﬂuence the price of the Company's stock are announced immediately in ad-hoc disclosures outside of the scheduled reports and are made available at →www.prosiebensat1.com/en/newsroom/press-releases/ ad-hoc-disclosures .

Notiﬁcations of changes in signiﬁcant voting rights pursuant to sections 33 et seq. of the German Securities Trading Act (Wert- papierhandelsgesetz - WpHG) are published immediately upon receipt. Current information is available at →www.prosiebensat1.com/ en/investor-relations/publications/voting-rights-notiﬁcations .

Directors' dealings notiﬁcations in accordance with article 19 of Regulation (EU) No. 596/2014 (Market Abuse Regulation -

MAR) are likewise published at →www.prosiebensat1.com/en/investor- relations/publications/directors-dealings immediately upon receipt.

In ﬁnancial year 2020, nine transactions in company stock or in ﬁnancial instruments relating to company stock were reported to ProSiebenSat.1 Media SE by management person- nel or related parties in compliance with article 19 of the Market

Abuse Regulation.

As of December 31, 2020, members of the Executive Board held a total of 131,102 shares (previous year: 413,107) and members of the Supervisory Board a total of 102,235 shares (previous year: 84,710) in ProSiebenSat.1 Media SE.

INDIVIDUALIZED SHAREHOLDINGS OF THE EXECUTIVE BOARD AND THE SUPERVISORY BOARD AS OF DECEMBER 31, 2020

Share	Share value
value on	as of
Number of	purchase	Dec 31, 2020
shares	(in EUR)	(in EUR) 2
EXECUTIVE BOARD 1
Rainer Beaujean	131,102 3	1,501,567.44	1,803,963.52
Wolfgang Link	0	-	-
Christine Schefﬂer	0	-	-
SUPERVISORY BOARD
Dr. Werner Brandt	47,800	775,769.93	657,728.00
Dr. Marion Helmes	9,205	190,892.78	126,660.80
Lawrence A. Aidem	4,155	107,529.97	57,172.80
Adam Cahan	6,257	109,044.97	86,096.32
Erik Huggers	3,707	100,012.01	51,008.32
Marjorie Kaplan	3,047	33,857.50	41,926.72
Dr. Antonella Mei-Pochtler	0	-	-
Ketan Mehta	15,000	240,983.00	206,400.00
Prof. Dr. Rolf Nonnenmacher	13,064	209,961.22	179,760.64

1 Until the prescribed level of 100% of an annual ﬁxed gross basic salary is reached, the Executive Board member is obliged to invest in each ﬁnancial year an amount corresponding to at least 25% of the annual gross payout from the performance bonus and Performance Share Plan. Rainer Beaujean has already voluntarily fulﬁlled his investment obligation directly upon joining the Company. For Wolfgang Link and Christine Schefﬂer, this will apply for the ﬁrst time when the performance bonus for 2020 is paid out in ﬁnancial year 2021.
2 Share price as of Dec 31, 2020: EUR 13.76.
3 Thereof 1,102 before taking ofﬁce.

Further information on ProSiebenSat.1 Media SE's share-based payment plans (Performance Share Plan and Group Share Plan)

and the employee stock option plan (MyShares) can be found in the Group Management Report and in the Notes to the Con- solidated Financial Statements. → Compensation Report → Notes, note 26, "Shareholders' Equity"

ProSiebenSat.1 Group's ﬁnancial reporting conforms to the

IFRSs (International Financial Reporting Standards) as adopted by the European Union. The Annual Financial Statements of ProSiebenSat.1 Media SE, the Group parent, are prepared

under the accounting principles of the German Commer- cial Code (HGB). Both the single-entity ﬁnancial statements of ProSiebenSat.1 Media SE and the Consolidated Finan- cial Statements are available on the Company's website at → w w w.prosiebensat1.com/en Both sets of ﬁnancial statements are audited and issued an audit opinion by an independent accounting and auditing ﬁrm. The ﬁnancial statements for ﬁnancial year 2020 were duly audited by the audit ﬁrm Ernst & Young with Nathalie Mielke acting as the lead auditor. They were issued an unqualiﬁed audit opinion on February 25, 2021. Prof.

Dr. Sven Hayn also signed the audit opinion. Nathalie Mielke has been working with the Company as lead auditor at Ernst & Young since ﬁnancial year 2019. → Report of the Supervisory Board

SUSTAINABILITY

REPORTING STANDARDS AND MATERIAL TOPICS

This sustainability chapter summarizes the key environmental, societal and social developments at ProSiebenSat.1 Group. In combination with the other content of the Annual Report 2020, this provides a comprehensive description of ProSiebenSat.1

Group's performance on the basis of ﬁnancial and non-ﬁnan- cial information. The sustainability chapter comprises the

ProSiebenSat.1 Group Sustainability Report prepared in accor- dance with the standards of the Global Reporting Initiative (GRI) "Core" option. The complete GRI content index can be found in the "Information" section in the Annual Report 2020. In addi- tion, the sustainability chapter serves as the Communication on Progress (COP), which all companies participating in the UN Global Compact are obliged to publish annually.

The sustainability chapter contains the combined separate Non-ﬁnancial Report (NFR) for ProSiebenSat.1 Media SE and

ProSiebenSat.1 Group in accordance with section 289b (1) and

(3) and section 315b (1) and (3) of the German Commercial Code (HGB). The content of the NFR is marked by a grey line on the left or right edge of the page next to the text. In preparing the

NFR, we are guided by the GRI standards as an international framework for sustainability reporting. In the NFR for ﬁnancial year 2020, ProSiebenSat.1 Group reports on the main non-ﬁ- nancial aspects with the corresponding information needed in order to understand the parent company's and the Group's business development, results and position and the effects of the business activities in this regard. Material risks for individ- ual non-ﬁnancial aspects were not determined in this context.

The non-ﬁnancial Group report has been combined with the parent company's Non-ﬁnancial Report within the meaning of section 315b (1) sentence 2 HGB. Unless stated otherwise, the disclosures in this report relate to both, the Group and the parent company.

In accordance with section 317 (2) sentence 4 HGB, the audi- tor checked that the NFR was presented in line with the legal requirements. The Supervisory Board also commissioned Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft to audit the content of the NFR with reasonable assurance. The audit opin- ion dated February 25, 2021, which describes the type, scope and ﬁndings of this audit, is reproduced in the "Information" section in the Annual Report 2020. The audit was conducted using the relevant auditing standards "Assurance Engagements other than Audits or Reviews of Historical Financial Information (ISAE 3000 revised)" in order to obtain reasonable assurance with regard to the legally required disclosures in accordance with sections 315b and 315c in conjunction with sections 289b to 289e HGB.

In 2017, we conducted a materiality analysis due to the ﬁrst- time application of the CSR Directive Implementation Act, which complied with both the statutory requirements and thedeﬁnition of materiality according to GRI, and have validated it annually since then. We recently reviewed the deﬁnition of material topics in December 2020 in the form of a survey of the members of the ProSiebenSat.1 Group Sustainability Commit- tee. To this end, the participants reevaluated the materiality of the sustainability issues classiﬁed as material to date from three perspectives (relevance to business success, impact of the Company, and importance for stakeholders). Compared to the NFR and Sustainability Report from 2019, there were no signiﬁcant changes in the reported topics.

The topics reported are essentially the result of the regular validation of the materiality analysis, the implementation and development of the ProSiebenSat.1 sustainability strategy, and the continuous dialog with internal and external stakeholder groups. This particularly includes the dialog with employees on sustainability issues and with ESG analysts in the course of capital market ratings as well as responding to press inquiries and media monitoring.

CONTENTS OF THE COMBINED NON-FINANCIAL REPORT (NFR)

Aspects and disclosures

in accordance with section	Reporting in
289c HGB	Reported topics	sustainability chapter
Not material within
the meaning of section
Environmental matters	289c (3) HGB	n/a
Talent acquisition,
employee retention and
people development,
Employee-related matters	diversity management	Employees, Diversity
Social responsibility,
product governance	Society,
(data protection and	Governance &
Social matters	media regulation)	Compliance
Respect for human rights	Anti-discrimination	Society
Prevention of corruption	Anti-corruption and	Governance &
and bribery	antitrust law	Compliance

For the required information on the business model in accor- dance with section 289c (1) HGB, please refer to the section

"Organization and Group Structure" of ProSiebenSat.1 Group''s

Management Report. All other references to content outside this NFR are to be understood as additional information and not as part of this NFR.

According to the GRI deﬁnition, aspects that report on the key economic, environmental and social impacts of the orga- nization or that signiﬁcantly inﬂuence the assessments and decisions of stakeholders are classed as material. Based on this different deﬁnition of materiality as compared to the NFR, the Sustainability Report includes additional topics, including the environment and climate protection, which can also be found in the action areas of our sustainability strategy.

ADDITIONAL CONTENTS OF THE SUSTAINABILITY

REPORT

Reported topics	Reporting in sustainability chapter
Occupational health and safety	Employees
Accessible offerings	Diversity
Energy, emissions, waste	Environment

REPORTING SCOPE AND DATA COLLECTION

The organizational reporting framework for the informa- tion on concepts and key ﬁgures for our sustainability performance as contained in the sustainability chapter essentially comprises all Group companies and corre- sponds to the scope of consolidation of ProSiebenSat.1

Group as of the end of the ﬁnancial year 2020, which is managed centrally by ProSiebenSat.1 Media SE. The dis- tinction of the scope of consolidation follows the con- trol principle of IFRS 10. Exceptions and restrictions with regard to the scope of reporting for individual content and data collection for key ﬁgures are described below or are indicated accordingly in the information on the indi- vidual topics. Unless indicated otherwise, the statements and key ﬁgures in the section "Employees" as well as with regard to diversity management mainly relate to the HR management approach and the employees of the Group companies at the headquarters in Unterfoehring, which in addition to ProSiebenSat.1 Media SE (100% of the employ- ees), includes in particular the largest segment Seven. One Entertainment Group (75% of the employees) and the segment Red Arrow Studios (32% of the employees)

ProSiebenSat.1 Group's portfolio companies often follow an independent HR management approach. The company agreements referred to in this report relate to the compa- nies of the joint operation "Holding" Unterfoehring. The information on ProSiebenSat.1 Group's social responsibil- ity particularly relates to the Group's business activities in

ACTION AREAS AND PRINCIPLES

the Seven.One Entertainment Group segment. With the compliance management system (CMS), ProSiebenSat.1

Group covers Group-wide signiﬁcant legal areas which are relevant for non-ﬁnancial reporting (anti-corruption, antitrust law, data protection and media regulation). The media law concepts relate primarily to the companies of the Seven.One Entertainment Group segment in Germany due to different legal regulations in foreign countries and a lack of relevance to many companies, for example in the production sector.

SUSTAINABILITY STRATEGY

The Group deﬁnes sustainable entrepreneurial activity as an integrated approach for improving its economic as well as environmental and social performance. We are aware of our cor- porate and social responsibility and see it as a comprehensive challenge. For ProSiebenSat.1, success not only means increas- ing ProSiebenSat.1 Group's economic results long-term. It also means continuing to develop the Group's sustainability strat- egy and adapting it to new challenges, improving the key non- ﬁnancial ﬁgures, and reconciling the sometimes conﬂicting interests of our target groups, particularly those of employees, users of our offerings and platforms, shareholders and investors, and business partners. As a matter of priority, ProSiebenSat.1

pursues a dialog with stakeholders who strongly inﬂuence the Company's ﬁnancial and non-ﬁnancial performance and the regulatory framework for this, and are signiﬁcantly affected by the impact of the Company.

In 2018, ProSiebenSat.1 developed a Group-wide sustainability strategy. The strategy was approved by the Executive Board in 2019 and has been implemented gradually since then. The objective of the strategic process was to tie sustainability aspects more strongly to ProSiebenSat.1's corporate strategy and to regard the Group's economic, environmental, and social performance in a holistic way.

In addition to an analysis of the current situation and sector benchmarking, a review of the materiality analysis and a stake- holder survey also formed part of the development of the strategy. After deﬁning priorities and selecting the relevant

UN Sustainable Development Goals (SDGs), the sustainability strategy was formulated, which also included deﬁning initial sustainability goals, strategic measures, and KPIs. In 2020, there was a particular focus on specifying and conﬁguring the sus-tainability goals.

SUSTAINABILITY STRATEGY

Our sustainability strategy is based on the UN Sustainable Development Goals (SDGs). These deﬁne global priorities and sustainable development goals for 2030 and aim to mobilize global efforts to achieve a common set of goals and targets.

ProSiebenSat.1 Group also wants to contribute to this transfor- mation. As part of the development of the strategy, we have classiﬁed the following six goals as particularly relevant to our business activities and their contribution to the SDGs: quality education (SDG 4), gender equality (SDG 5), reduced inequali-ties (SDG 10), climate action (SDG 13), peace, justice and strong institutions (SDG 16), and partnerships for the goals (SDG 17). On this basis, we have transferred our sustainability manage- ment to four action areas in which we group our activities by topic area and formulate individual principles: society, diversity, environment, and governance and compliance.

Since January 2020, ProSiebenSat.1 has also been a signatory to the United Nations (UN) Global Compact and is thus explicitly committed to its ten principles in the areas of human rights, labor standards, environment and climate, and preventing

corruption. The speciﬁc goals of the sustainability strategy and their implementation in 2020 are described in the following sections on the respective topics reported.

ORGANIZATION AND MANAGEMENT

Executive-level responsibility for non-ﬁnancial aspects, sustain- ability performance indicators, and ESG (environment, social, governance) information at ProSiebenSat.1 Group particularly lies with Christine Schefﬂer, whose responsibilities include HR, compliance, and sustainability. In implementing the sustainabil- ity strategy, the Group took further measures in the reporting period to expand the sustainability organization and enhance the governance structures. The Sustainability Committee (for- merly: Sustainability Board) represents a centralized and inter- disciplinary body for managing, monitoring, and developing of the sustainability strategy. It is made up of managers and specialists from relevant central functions and operating cor- porate divisions as well as a works council representative. In the past year, the Sustainability Committee held two meetings. Key topics at these meetings included the presentation and dis- cussion of the sustainability goals for 2020, updates on various projects such as Seven.One Sports' involvement in Formula E, and the presentation of ProSiebenSat.1 Group's compliance goals. In January 2020, a separate sustainability department was established in the form of the the Corporate Sustainabil- ity Ofﬁce. The Corporate Sustainability Ofﬁce is responsible for the coordination, implementation, and communication of sus- tainability activities as well as the stakeholder dialog. One focus in particular is on integrating subsidiaries outside the Enter- tainment segment even more closely into the ProSiebenSat.1

Group's sustainability management.

EMPLOYEES

In the period under review, ProSiebenSat.1 Group's average number of employees (calculated on the basis of full-time equivalents) fell by 2% to 7,128 (previous year: 7,265). In 2020, an average of 368 employees (previous year: 506) were employed at ProSiebenSat.1 Media SE, of which 127 (previous year: 136) worked at the strategic holding company. The average number of employees in the Seven.One Entertainment Group segment increased (by 3% to 3,256 employees) as a result of bundling the

Group's entertainment business and the associated integra- tion of individual business areas. Due to the merger with The Meet Group, the number of employees in the newly established

ParshipMeet Group rose to 436 (up 62%). The number of employ- ees at NuCom Group fell by 4% to 1,779, primarily at be Around and due to the sale of WindStar Medical. The headcount at

Red Arrow Studios also decreased (by 13% to 1,289 employees), particularly due to the impact of the COVID-19 pandemic on production business. In Germany, Austria, and Switzerland, the Group had an average of 5,981 full-time equivalents in the reporting period (previous year: 6,071). As in the previous year, this amounts to 84% of the Group as a whole.

GROUP EMPLOYEES BY SEGMENT

Average full-time equivalents (FTEs)

Segment	2020	2019
Seven.One Entertainment Group	3,256	3,152
ParshipMeet Group	436	270
NuCom Group	1,779	1,859
Red Arrow Studios	1,289	1,477
GROUP EMPLOYEES BY REGION
Average full-time equivalents (FTEs)
Region	2020	2019
Germany	5,535	5,612
Austria/Switzerland	447	459
US	890	968
UK	85	79
Other	172	147

In a sector that is changing faster and more radically than many other industries as a result of advances in digitalization, our employees' creativity and pace of innovation make a key contri- bution to our Group's success. The success factors for the future also include transforming the ProSiebenSat.1 Group into a dig- itally successful and diversiﬁed company. Part of this transfor- mation is adequate human resources management: It forms part of our self-conception as an employer to create person- nel-related conditions through our HR work that support the transformation process and cater to the individual interests of our employees. With our overall offer, which includes com- pensation based on the market standard, additional company beneﬁt and personal development opportunities, we aim to attract, retain, and develop talented employees.

In operational terms, employee matters are the responsibility of the HR department, which is managed by the Executive Board and Chief Human Resources Ofﬁcer in personal union. With a business-oriented portfolio of products, guidelines and pro- cesses, the Human Resources department helps the Executive

Board, managers and employees making ProSiebenSat.1 Group attractive and successful in business in the long term. Besides quarterly reporting on personnel risks as part of Group-wide risk management, internal HR reporting plays an important role. In the HR organization, the HR Business Partners in particular are closely connected to the operating business units and are thus made aware of speciﬁc challenges. Expert teams for all HR issues - from talent & management development, talent acquisition, compensation and beneﬁts, to labor law - round off our strategic HR work, while diversity management is also shaped by the HR organization.

Detailed information on diversity management at ProSiebenSat.1

can be found in the "Diversity" section.

In 2020, we took extensive measures to support the best possi- ble balance of professional, personal, and family needs during the COVID-19 pandemic. As well as making working hours and locations more ﬂexible, we resolved further measures in the reporting period to make things easier for employees with par- ticular family responsibilities as part of the "Pandemic" works agreement, which has been extended until March 31, 2021.

These include the option to reduce their work time in the short term or to convert compensation into additional vacation. In addition, employees with care responsibilities who had already used up both, their annual vacation and their working time account and did not have any other care options available, were given up to ﬁve days of special vacation.

The employee survey conducted in Germany and Austria in summer 2020, "Speak Up for P7S1," provided extensive insights into the staff's needs, particularly in the context of the Corona- -crisis. Around 2,500 employees, representing roughly 60% of those eligible to participate, took part in the company dialog and contributed almost 20,000 comments sharing the expe- riences they had gathered in the virtual working world since the start of the COVID-19 pandemic in spring. The results are to be incorporated in the process of designing a hybrid working world for the time after the pandemic.

Talent acquisition

We are convinced that our employees make a key contribu- tion to the Company's success with their knowledge. In order to acquire the right talents for ProSiebenSat.1, we use various employer branding measures. One key success factor is the dis- semination of relevant content for all target groups to poten- tial candidates, for example in the ProSiebenSat.1-careers blog.

At the same time, it is essential to speciﬁcally address target groups that are critical to success, such as talented employees in the tech sector. For this reason, we have adapted the P7S1 Tech-Blog in line with the needs of our target group in order to offer interested parties insights into relevant topics such as arti- ﬁcial intelligence (AI), addressable TV or entertainment thinking, as well as the responsible teams at ProSiebenSat.1. Organizing virtual tech meet-ups provides us another platform for making contact with talented technology specialists.

In general, women represent an important target group for ProSiebenSat.1, which is why we address them in a special way. Through regular dialog with initiatives such as "PANDA - The Women Leadership Network" and our own employer branding events speciﬁcally for female target groups, we want to posi- tion ourselves as an attractive employer for women. Our careers page (→ careers.prosiebensat1.com) serves as a central platform for all interested parties and applicants while combining careers information with speciﬁc job opportunities. Alongside sourcing channels such as social media, direct approach, and university partnerships, we also approach new candidates via an employee recommendation program.

In total, the Group Recruiting recorded an increase to around 34,400 applications in 2020 (previous year: around 31,300); at

ProSiebenSat.1 Media SE, the number of applications came to around 4,300 (previous year: around 4,500). External employer rankings such as Universum or Trendence are an important tool for our HR marketing strategy in employer branding and recruitment. The target groups for these rankings are among others school pupils, students, and graduates in the humanities, economics, and IT. At Universum, for example, ProSiebenSat.1 ranked 37th in the IT Young Professionals Ranking (previous year: 41). In the Trendence student ranking, the Company was in ﬁrst place in the media/advertising category, following sec-ond place in the previous year.

Our training concepts are aimed at acquiring talented young employees for ProSiebenSat.1 Group. With journalistic train- eeships, trainee programs, apprenticeships recognized by the German Chamber of Commerce and Industry (IHK), internships, and positions for working students, we offer young people a wide variety of possibilities to join our company. In this way, we intend to create a strong foundation of qualiﬁed young tal- ents with an extensive internal network and speciﬁc company and industry knowledge. As part of the Charter for Training Programs, we also identiﬁed speciﬁc criteria for each of our training programs in 2020. The deﬁned requirements for the trainees, trainers, and instructors aim to ensure high-quality, modern training for our junior staff.

With the skills model implemented in the reporting period, we will focus even more on skills-based recruitment in the future. The "P7S1 Skills" in the categories "Reﬂect," "Cooperate,"

"Create," "Deliver," "Know How," and "Lead & Empower" pro- vide an overview of all skills that are important for achieving our strategic corporate goals.

Employee retention and people development

Especially when undergoing a transformation process, we believe it is crucial to motivate and retain qualiﬁed and dedi- cated employees within the Company. We are convinced that continuous training of our employees is key to their professional and personal development and a strong performance culture in the Group. To support our employees with today's profes- sional tasks and prepare them for future challenges, for exam- ple through digitalization, ProSiebenSat.1 Group invested a total of EUR 2.4 million in education and training programs in the reporting period (previous year: EUR 4.5 million). The decrease was mainly due to the effects of the COVID-19 pandemic. Some of these investments were attributable to the courses offered by the P7S1 Academy, which offers the Group companies and their employees technical and personal training.

Due to the restrictions on contact during the COVID-19 pan- demic, the majority of classroom training sessions could not be held as originally planned in the reporting period. The P7S1 Academy therefore increased its investment in the digitalization of its training offers and we plan to continue and expand this further in 2021. In addition, our employees can access many dig- ital training offers on the LinkedIn Learning platform. We have also strengthened the Company's internal knowledge man- agement with learning content produced in-house on Compa- ny-speciﬁc topics and launched an associated initiative at the P7S1 Academy. Moreover, we give employees the opportunity for further training with offers such as job rotation, job shad- owing, and mentoring programs.

Our managers' skills are very important for our success. We want to use our manager development programs to strengthen the performance and development of managers at all levels. This includes mandatory training for new managers and sem- inars for managing directors. The virtual working world also poses new challenges for our managers in particular. To increase mutual dialog and make it easier to share best practices, we therefore launched a leadership community in the reporting period. We also dispose of an internal network for female man- agers ("LeadingWomen@P7S1").

We also aim to contribute to an attractive work environment with our work-life balance initiatives. This also includes the pos- sibility of part-time work. The corresponding rate in the Group (not including international assets in the Red Arrow Studios segment except Studio71) came to 18.7% in 2020 (previous year: 18.8%). In Germany it was 18.4% after 18.5% in the previous year, while for ProSiebenSat.1 Media SE it increased to 20.3% (previ- ous year: 18.4%). At the same time, we offer our staff many social beneﬁts, sports programs and healthy meals in the campus canteens. A work-life training series, family-focused services and our in-house daycare center complete the offer, although they could only be used to a limited extent in the reporting period due to the COVID-19 pandemic.

The turnover rate in the Group (not including international assets in the Red Arrow Studios segment except Studio71) decreased to 13.6% in the reporting period (previous year: 15.6%). In Germany it was 13.2% after 14.9% in the previous year, while for ProSiebenSat.1 Media SE it came to 18.6% (previous year: 17.7%). For the calculation of the turnover rate, the number of former employees who left in the reporting period is divided by the number of employees as of December 31. Reasons for leaving are cancellations or termination agreements. Departures due to ﬁxed-term contracts, the end of an apprenticeship, retire- ment or death are not taken into account. GRI 401-1

OVERVIEW OF KEY EMPLOYEE FIGURES

NUMBER OF YOUNG TALENTS

EMPLOYEES BY EMPLOYMENT CONTRACT, GENDER, AND REGION Employee headcount as of December 31, 2020 GRI 102-8

200
2019	150
Gender
100
Women	2,716
Men	2,965	50
5,681	0
Region
Germany	4,803
Austria/Switzerland	505
US	219
UK	33
Other	121
5,681

Temporary 2020

166

183

2019

Permanent 2020


624	2,839
403	3,292
1,027	6,131

1,008	5,065
15	531
3	360
0	43
1	133
1,027	6,132

2020

2019

Journalistic traineeships, trainee programs, Chamber of Industry and Commerce apprenticeships and dual courses of study.

Group companies primarily at the headquarters in Unterfoehring.

TRAINING SESSIONS AT P7S1 ACADEMY

Not including international assets in the Red Arrow Studios segment (except	2020	2019
Studio71).
Training sessions	223	492
Thereof manager trainings	15	58
NEW EMPLOYEE HIRES BY AGE GROUP, GENDER,	Participants	2,871	5,849
AND REGION Employee headcount GRI 401-1	Thereof manager trainings	96	371

2019
Gender
Women	4.5	8.6
Men	2.9	6.4
3.7	7.5
Management level
Top management	0.0	0.1
Senior management	2.2	2.6
Middle management	3.5	6.2
Team lead	4.2	9.9
No management level	3.7	7.3
3.7	7.5
Area
Production	3.1	4.7
Not including international assets in the Red Arrow Studios segment (except	Administration	3.7	10.2
Studio71).	Sales	5.4	11.9
3.7	7.5
To our Shareholders	40
Sustainability

2020

Age group<30 years 30-50 years >50 years

Gender Women Men

Region Germany

Austria/Switzerland

Other

New hires 2020


715	43.6%
869	18.1%
66	9.3%
1,650	23.0%

835	24.1%
815	22.1%
1,650	23.0%

1,493	24.6%
71	13.0%
33	9.1%
24	55.8%
29	21.6%
1,650	23.0%

1 Proportion of new employees by headcount.

Not including international assets in the Red Arrow Studios segment (except

New hire rate 1

Studio71).

2019

2020

2019

HOURS OF TRAINING FOR EMPLOYEES

53.9% 25.0%

Employee headcount, average number of hours GRI 404-1

10.8% 30.6%

32.3% 29.0% 30.6%

30.6%

15.9%

66.2%

48.5%

25.6% 30.6%

Group companies primarily at the headquarters in Unterfoehring.

EMPLOYEES IN FULL-TIME AND PART-TIME

EMPLOYMENT BY GENDER

Employee headcount as of December 31, 2020 GRI 102-8

2020

2019

Part-timeFull-time

Total

Part-timeFull-time

Total

Women Men

924 426 1,350

2,600 3,209 5,809

3,524	3,419
3,635	3,531
7,159	6,950

Not including international assets in the Red Arrow Studios segment (except

Studio71).

EMPLOYEE TURNOVER BY AGE GROUP, GENDER, AND REGION Employee headcount, in % GRI 401-1

Age group<30 years 30-50 years >50 years

Gender Women Men

Region Germany

Austria/Switzerland

Other

Turnover rate 2020

Not including international assets in the Red Arrow Studios segment (except

Studio71)

AVERAGE DURATION OF EMPLOYMENT

In years

2019

18.5 14.7

14.0 15.6

15.2 15.9 15.6

14.9

14.0

38.4

18.2

11.6 15.6

8.0

6.0

4.0

2.0

6.0

5.7

2020

2019

Not including international assets in the Red Arrow Studios segment (except

Studio71).

Occupational health and safety

The health and safety of employees are a high priority for

ProSiebenSat.1. In February, a dedicated crisis team was formed in the form of the "COVID-19 Taskforce," which is working with Group Safety, Occupational Health and Safety and the works council to implement the SARS-CoV-2 Occupational Health and Safety Standard. Against the backdrop of the COVID-19 crisis, a majority of employees at the Unterfoehring site have been working from home on a mobile basis since mid-March.

In addition to the employees absolutely necessary to maintain broadcasting operations, since the beginning of September the employees who have been working exclusively out of the ofﬁce since March, have partly returned to Unterfoehring on a regular basis. With rising infection ﬁgures, the Group again strength- ened its out-of-ofﬁce arrangements in October. At the time this report was completed, the majority of employees is working from home on a mobile basis. We have made work processes as ﬂexible as possible and, where necessary, also sought indi- vidual solutions for employees. In addition, a works agreement was concluded for the protection of employees and the main-tenance of operations during the pandemic.

The majority of the Group's employees do not work in a tradi- tional production environment. They are therefore only exposed to risks related to their occupation to a minor degree. However, we are aware of other potential health risks that could arise from work-related stress or a lack of physical activity, for exam- ple. We therefore bundle numerous service offerings relating to occupational health management in our work-life program. We also offer ﬂexible working hours, out-of-ofﬁce work and the option to take a sabbatical. Through operational integration management, we ensure that sick employees overcome their incapacity to work, that their repeated incapacity is avoided, and that their job is retained. GRI 403-3

SOCIETY

Social responsibility

We can reach millions of viewers and users every day with our

TV and digital offerings on all platforms. In 2020, ProSiebenSat.1 Group reached over 60 million people a month with its TV sta- tions in its core market of Germany and achieved a combined audience share among 14- to 49-year-olds of 27.2% (previous year: 28.2%). At the end of 2020, the digital offerings managed by

ProSiebenSat.1's marketer Seven.One Media also had a monthly reach of around 33 million unique users in the German market (previous year: 36 million). In addition, ProSiebenSat.1 Group's global digital studio Studio71 generated 10.9 billion video views a month with its web channels in 2020 (previous year: 9.9 billion).

For a detailed description of the development of ProSiebenSat.1

Group's relevant market environments with corresponding reach ﬁgures and information on the sources, please refer to the section "Group Environment" of ProSiebenSat.1 Group's

Management Report.

As a media company, we are aware of the increased attention and pursue the goal of using this reach responsibly. In addi- tion to entertainment shows in its program, ProSiebenSat.1

therefore also aims to call public attention to socially relevant aspects with its own formats, issue ﬁlms, and campaigns. The term "public value" is key here. This is generally understood to refer to the value and beneﬁts that an organization brings for society. In the program principles of the German Interstate Media Agreement, it is already stipulated that private-sector broadcasters should express the diversity of opinions in their content and allow important political, ideological, and social players to have a say in an appropriate way. It is partly in this context that we have integrated shaping opinions and pro- moting democracy in the principles for our commitment to sustainability, within the action area of social responsibility. As a media company, we want to incorporate our sustainability goals in an even better way in our programming with our TV channels and in the inﬂuencer marketing of digital studio Studio71. We therefore want to focus increasingly on socio- politically relevant issues in terms of media and content and address these issues with the young target group. In partic- ular, the Corporate Sustainability Ofﬁce is committed to the expansion within the Group through the communication of the sustainability strategy and regular exchanges with station and program managers.

For example, Thilo Mischke took a look behind the facade of the right and the far-right scene in Germany in the documen- tary "Rechts.Deutsch.Radikal.", aired in September 2020 after 18 months of research. The investigative documentary achieved a 15.0% market share in the target group of 14- to 49-year-olds in prime time and without ad breaks, and was also the num- ber 1 German Twitter trend while it was being broadcast. At the same time, the "ProSieben Spezial" formed the starting point for a nationwide debate about right-wing extremism. Another example of sociopolitically relevant content on ProSiebenSat.1

Group's stations was the 15-minute format "Joko und Klaas LIVE - A Short Story of Moria" about the situation for refugees on Lesbos, which drew around 1.43 million viewers in the targetgroup of 14- to 49-year olds. In December 2020, the Group also announced that it would produce cross-platform news for ProSieben, SAT.1, and Kabel Eins itself again. To this end, a central news team with around 60 employees is being set up.

For further information on journalistic due diligence and the independence of editorial work, please refer to the "Governance and compliance" section.

Since 2011, the Group has placed its public value activities in a larger social context and underscored their relevance for the Group by establishing an Advisory Board. The interdisci- plinary body chaired by Bavaria's former minister-president

Dr. Edmund Stoiber advises ProSiebenSat.1 Group on relevant social, ethical and media-policy issues and provides impetus on important topics such as education and culture. In 2020 the Advisory Board held four meetings, with the head of the Corpo- rate Sustainability Ofﬁce reporting on ProSiebenSat.1 Group's sustainability strategy at two meetings.

Detailed information on the program highlights with socio- political relevance and other examples of how ProSiebenSat.1

Group fulﬁlls its social responsibility can be found in the "Taking responsibility" chapter of the Annual Report 2020.

Anti-discrimination

Discrimination refers to unequal treatment of individuals or groups of people on the basis of certain characteristics. The prohibition of discrimination is deﬁned as a human right and forms the basis for respectful interaction. We believe that at companies in particular it is very important to ensure equal treatment of all employees. ProSiebenSat.1 Group therefore does not tolerate discrimination on the basis of age, disability, ethnic background and nationality, sex and gender identity, religion and ideology, or sexual orientation and identity. We provide the workforce throughout Germany with mandatory training on the General Act on Equal Treatment (AGG). With our

Code of Conduct, we also take a clear stand against any type of sexual violence or abuse of power.

All employees are encouraged to report discrimination or vio-lations of other principles set out in the Code of Conduct. One central tool is the whistleblower system, with the associated communication on ProSiebenSat.1's intranet speciﬁcally focus- ing on discrimination alongside other violations of regulations and laws. In addition to internal reporting channels, it is also pos- sible to report violations anonymously via an external Ombuds

Ofﬁce. This accepts reports by telephone or e-mail, checks their plausibility, and then forwards them to the Group Compliance division. In the event of reports of serious suspected cases that turn out to be justiﬁed after internal evaluation, the Chief Compliance Ofﬁcer promptly informs the management. Via the private media association VAUNET, we also participate in the Themis advice center against sexual harassment and violence, which provides assistance for those affected in the ﬁlm, tele- vision and theater industry. In 2020, there was one case (previ- ous year: four) of violations in connection with discrimination, which was closed in the reporting period. GRI 406-1

DIVERSITY

Diversity management

For us, diversity means recognizing and valuing differences and individuality. Our goal is to create a working environment that is free of prejudice and shows all employees the same high level of appreciation - regardless of their age, disability, ethnic background and nationality, sex and gender identity, religion and ideology, or sexual orientation and identity. Only if all employees can freely develop their talents and feel moti- vated to live up to their potential will this give rise to a wide vari- ety of ideas and thus sustainable success. Against this backdrop,

ProSiebenSat.1 Group signed the Diversity Charter in 2014 and follows the guidelines speciﬁed in it. Our internal guidelines also stipulate that employees at all hierarchy levels should be hired exclusively according to objective criteria and promoted solely on the basis of their abilities. We aim to promote diver- sity within our workforce and champion equal rights and equal opportunities in accordance with the guiding principle for the action area of diversity. The HR department and the Corporate

Sustainability Ofﬁce in particular are responsible for the fur- ther development of diversity management, the more targeted focus, and the operational implementation of associated mea- sures. This also includes improving the inclusivity concept, for example with the planned conclusion of an inclusivity agree- ment between the Group management, the works council, and the representative body for disabled employees.

Diversity is aided in particular by the best possible balance ratio of men and women in the workforce and in management positions. In 2020, 49.2% (previous year: 49.4%) of employees in the Group were female. The proportion of female manag- ers increased from 34.8% to 35.4% in the reporting period.

When ﬁlling management positions in the Group, know-how and personal aptitude should be equally important for men and women. In addition, we have integrated "gender equality" into ProSiebenSat.1 Group's sustainability strategy as a United

Nations Sustainable Development Goal (SDG) that is particu- larly relevant to us. The internal and external communication of this goal sends a clear signal both to potential managers and to decision-makers at all management levels in the selection process. GRI 405-1

SHARE OF MEN AND WOMEN

Employee headcount (annual average), in %

Group Women Men

Germany Women Men

ProSiebenSat.1 Media SE Women

Men

Employees 2020

2019

Managers 2020


49.2	35.4
50.8	64.6
100.0	100.0

49.4	34.7
50.6	65.3
100.0	100.0

60.6	34.2
39.4	65.8
100.0	100.0

34.8 65.2 100.0

66.1 100.0

39.0 61.0 100.0

Not including international assets in the Red Arrow Studios segment (except

Studio71).

2019

33.9

An open-minded working climate with regard to sexual orientation and gender identity is a key criteria for us to be perceived as a modern employer. That is why we speciﬁcally support initiatives aimed at promoting diversity and inclusiv-ity. The LGBTIQ network PROUD@ProSiebenSat.1, founded by employees in 2020, has set itself the goal of making diversity more visible within the Group. In addition to weekly project meetings and a series of internal events, the network has also launched the interview series "Queer at Work," which is pub- lished both internally and externally on the ProSiebenSat.1 careers blog.

Since 2019, there has also been a "Diversity Day" training session as part of the training program for journalistic trainees in order to raise awareness of the different aspects of diversity among our junior staff in the editorial teams. This includes diversity among employees as well as in TV programming. In the report- ing period, our journalistic trainees therefore completed train- ing with the MaLisa Foundation on audiovisual diversity as part of their theoretical training block. In this context, ProSiebenSat.1 supported the follow-up study by the MaLisa Foundation and the University of Rostock on gender representation in ﬁlm and TV in Germany in 2020. The results will be published in 2021.

ProSiebenSat.1 Group also makes use of its reach and wants to set an example for diversity with its TV stations and digital services. With the campaign #ranGEGENrassismus in 2020, ran called on all American football, soccer, motor sports and other sports fans to speak up for respectful interaction and against discrimination of any kind. ProSieben also sent a signal on tol- erance and a diverse society in the reporting period, supporting

Christopher Street Day (Gay Pride) - which could only be held virtually for the ﬁrst time due to the COVID-19 pandemic - in cooperation with Instagram.

OVERVIEW OF KEY DIVERSITY FIGURES

DIVERSITY OF EMPLOYEES

As of December 31, 2020 (headcount), in % GRI 405-1

Top management 1

Senior managementMiddle managementTeam leadNo management levelTop managementSenior managementMiddle managementTeam leadNo management levelProductionAdministrationSalesProductionAdministrationSalesWomen Men Women Men Women Men Women Men Women Men <30 years 30-50 years >50 years <30 years 30-50 years >50 years <30 years 30-50 years >50 years <30 years 30-50 years >50 years <30 years 30-50 years >50 years Women Men Women Men Women Men <30 years 30-50 years >50 years <30 years 30-50 years >50 years <30 years 30-50 years >50 years

2020

100

50 50 0

52 48 1

33 2

15 21

65 17 16

71 13 17

71 12

1 All female managers included in top management in 2019 have moved to Executive positions in 2020.

Group companies primarily at the headquarters in Unterfoehring.

DIVERSITY OF GOVERNANCE BODIES AT

PROSIEBENSAT.1 MEDIA SE

As of December 31, 2020 (headcount), in % GRI 405-1

2019

Gender Women Men

Age group<30 years 30-50 years >50 years

Executive Board

2020


33	33
67	67
100	100

0	0
0	33
100	67
100	100

57 43 0

AVERAGE AGE OF EMPLOYEES

As of December 31, 2020, in years

Supervisory Board

2019

2020

2019

33 67 100

0 33 67

100

61 39 0

28 3

14 22

40 30 20 10 0

36.9

36.8

2020

2019

Not including international assets in the Red Arrow Studios segment (except

Studio71).

NUMBER OF NATIONALITIES OF EMPLOYEES

As of December 31, 2020 (headcount)

66 15 17

72 11 17

71 12

60 45 30 15 0

2020

2019

Group companies primarily at the headquarters in Unterfoehring.

Accessible offerings

ProSiebenSat.1 Group is committed to barrier-free access to its offerings. For this reason, we offer subtitled programming areas and audio descriptions for deaf and hard of hearing people on our channels, among others, in order to improve the dissemina- tion of information. Back in 2000, ProSieben introduced the ﬁrst regular subtitle service for the deaf on private television. Acces- sible content is broadcast on nearly all of the Group's stations, with the amount steadily increasing. For example, in 2020 the Superbowl, documentaries such as "Rechts.Deutsch.Radikal." or "Diagnose Trump", and entertainment formats such as "The Fame Maker" and "Pretty in Plüsch" were broadcasted with sub- titles. In addition, the range of shows with live audio descrip- tion was expanded in 2020. We will endeavor to increase our accessible offerings in the future, too.

Moreover, the new German Interstate Media Treaty of broad- casters of nationwide programs also promotes the expansion of accessible offerings within the limits of technical and ﬁnancial possibility. Individual states and the German government have published action plans to implement the UN Convention on the

Rights of Persons with Disabilities, which also aim to include more accessible formats on television. The state media author- ities regularly monitor this expansion. Subtitles are currently included in the programming on ﬁve German ProSiebenSat.1 stations: SAT.1, ProSieben, Kabel Eins, sixx, and ProSieben MAXX.

In the current reference period on which the state media author- ities' monitoring is based, the number of subtitled shows and the broadcast time were once again increased signiﬁcantly.

The number of subtitled shows within the broadcasting group increased by 29% (September to December 2020: 4,452 shows; previous year: 3,458). The corresponding broadcast time in 2020 went up by 33%.

ENVIRONMENT

Although ProSiebenSat.1 Group as a media group does not oper- ate in an industrial sector with high resource consumption and energy intensity, we are aware of our ecological responsibil- ity. Working with our employees and in dialog with our exter- nal stakeholders, we want to contribute to mitigating climate change and protecting our environment, for example through the careful and efﬁcient use of natural resources and by reduc- ing our energy consumption and CO2 emissions. However, we consider the environmental impact of our business activities to be limited and have therefore not identiﬁed environmental matters as a key non-ﬁnancial aspect in accordance with sec-tion 289c (3) HGB.

In connection with the publication of the Sustainability Report 2019, we announced in June 2020 that we intend to reduce ProSiebenSat.1 Group's operating CO2 emissions to zero by 2030, thus becoming climate-neutral. We are aiming to achieve this goal primarily by means of lower energy consumption and pur- chasing electricity from renewable energy sources. Further- more, we have identiﬁed potential CO2 savings in areas such as "green productions", business trips, and employee mobility. To this end, CO2 offsetting with climate protection projects is also planned. The Corporate Sustainability Ofﬁce works closely with the departments and in close consultation with the Executive

Board on the further development of the climate strategy and the implementation of speciﬁc measures.

In this context, the Group adjusted its travel policy in the report- ing period. Among other changes, this included standardizing the rules for employees and management, introducing restric- tions on ﬂights, and expanding rail travel as an environmen- tally friendly alternative. In addition, we have been partly off- setting emissions from business trips by airplane since 2020.

At the locations Unterfoehring and Berlin, we supply our ofﬁce buildings, production studios, and computer centers exclu- sively with green electricity. ProSiebenSat.1 has successively expanded the environmentally friendly heating supply and has switched entirely to geothermal energy for the buildings at the headquarters. We also use the waste heat from our computer centers to heat our ofﬁce buildings. The gradual conversion to LED lighting also contributes to increasing energy efﬁciency. In addition, the measures for waste separation and reduction are being optimized on an ongoing basis. For example, the canteens on the ProSiebenSat.1 campus have already com- pletely eliminated single-use plastics. In addition, sustainability certiﬁcation in accordance with the LEED model (Leadership in Energy and Environmental Design) is planned for the new campus in Unterfoehring, which is currently under construction.

As a media company, ProSiebenSat.1 also wants to live up to its environmental responsibilities in production, and on the basis of this sense of identity it developed the "Sauber gedreht!" initiative in 2019. The ﬁrst result was a catalogue with four action areas comprising measures for TV productions that range from reducing CO2 emissions to protecting natural resources to avoid- ing environmentally harmful substances, as well as reduced use of plastic and a general reduction in waste. In 2020, the package of measures was sent to producers as part of a pilot phase. The growing importance of green productions is also underscored by the "Joint industry declaration for sustainability in ﬁlm and series production," in which ProSiebenSat.1 was among the sig- natories in February 2020. In its annual "Green Seven Week", ProSieben uses its reach to raise awareness of environmental sustainability among young viewers in particular. The "Green Seven Week" was held for the twelfth time in September 2020 and drew attention to the global consequences of forest ﬁres and forest dieback with the motto "Our forest is burning!"

Operational responsibility for recording and consolidating envi- ronmental activity data lies with the Corporate Procurement & Real Estate department for the headquarters and with the respective management teams for the ProSiebenSat.1 invest- ments. The Corporate Communications and Corporate Sus- tainability central functions are responsible for CO2 account- ing, determining other reported environmental performance indicators, and reporting and communicating these.

Energy

ProSiebenSat.1's energy consumption mainly involves the pur- chase of electricity and heating. The total energy consumption (incl. electricity) within the Group fell to approximately 37 GWh in the reporting period (previous year: approximately 41 GWh), primarily due to lower electricity consumption and signiﬁcantly restricted employee mobility as a result of the COVID-19 pan-demic. The material energy consumption outside the Group is indicated indirectly in the carbon footprint through the Scope 3 emissions. The total consumption of electricity at the head- quarters in Unterfoehring was around 15 GWh in 2020, repre- senting a slight decrease as against the previous year (16 GWh). For the generation of heat, environmentally friendly geother- mal energy was largely used rather than fuel oil or natural gas. In total, ProSiebenSat.1's energy consumption for heating and cooling in Unterfoehring amounted to around 7 GWh, as in the previous year. In 2020, the energy consumption of com- pany cars in Germany was 4.7 GWh (previous year: 6.2 GWh), a decline of around 25 percent compared to the previous year.

GRI 302-1, GRI 302-2

ENERGY INTENSITY GRI 302-3

2020	2019	2018
Energy consumption in GWh	36.67	40.72	44.64
Revenues in EUR m	4,047	4,135	4,009
Average FTEs	7,128	7,265	6,239
Energy consumption/revenues
in MWh/EUR m	9.06	9.85	11.13
Energy consumption/average FTE
in MWh/average FTE	5.14	5.60	7.15

Emissions

We have been recording the Group's greenhouse gas emis- sions since 2015 and are continually working to improve the data quality of our carbon footprint and to ensure that the measure- ment data has the highest possible coverage rate. Our carbon footprint includes direct greenhouse gas emissions (Scope 1), indirect greenhouse gas emissions (Scope 2) and greenhouse gas emissions from upstream and downstream stages in the value chain (Scope 3). The coverage with measurement data is at least 78% for Scope 1 (previous year: 78%) and 79% for Scope 2 (previous year: 75%). Detailed information on the reporting of greenhouse gas emissions can be found in the → "Explanatory notes on the Carbon Footprint" .

In 2020, as in the previous year, ProSiebenSat.1 Group's direct emissions resulted almost entirely from ProSiebenSat.1's vehicle ﬂeet. The substantial decrease was due to reduced mobility as a result of the restrictions arising from the COVID-19 pan- demic. Scope 2 emissions also decreased year-on-year, albeit less signiﬁcantly. At around 44%, commuting by employees is responsible for the majority of the reported greenhouse gas emissions from upstream and downstream stages in the value chain. Overall, the reduction in Scope 3 emissions - and thus also in total emissions - is mainly due to reduced employee mobility as a direct impact of the COVID-19 pandemic.

CARBON FOOTPRINT OF PROSIEBENSAT.1 GROUP GRI 305-1, GRI 305-2, GRI 305-3

Greenhouse gas emissions (CO₂ equivalent) in metric tons1	2019	Change	2018	2017	2016
Scope 1 - Direct greenhouse gas emissions	2,110	10%	1,910	2,456	2,371
_ Vehicle ﬂeet 2	2,064	19%	1,736
_ Fuel oil	46	- 21%	58
_ Gas	-	-	116
Scope 2 - Indirect greenhouse gas emissions 3	2,882	- 72%	10,460	4,035	3,471
_ Electricity 4	1,163	- 87%	8,662
_ District heating and geothermal energy 5	1,719	- 4%	1,798
Scope 3 - Greenhouse gas emissions from upstream and
downstream stages of the value chain	16,292	- 21%	20,605	17,356	15,130
_ Fuels and energy-related activities not included	1,974	- 17%	2,385
in Scope 1 or 2
_ Waste from operating processes	47	- 18%	57
_ Employee commuting	6,474	- 33%	9,659
_ Business travel (plane, train, rental car and taxi)	7,797	- 8%	8,504
Total emissions from Scope 1, 2 and 38	21,284	- 35%	32,975	23,847	20,973

2020

Change

1,599	- 24%
1,560 40 -	- 24% - 13% -
2,188	- 24%
1,054 1,134	- 9% - 34%
5,797	- 64%
1,8986 23 2,529 1,347 7	- 4% - 50% - 61% -83%
9,584 9	-55%

1 When calculating the carbon footprint, we were guided by the criteria and deﬁnitions of the Sustainability Reporting Guidelines (Standards) of the Global Reporting Initiative (GRI). The data was collected on the basis of internal guidelines. In addition, we aligned the calculation of our carbon footprint and selected data on indirect CO₂ emissions (Scope 3) to the following standards: the Greenhouse Gas (GHG) Protocol - Corporate Accounting and Reporting Standard, the Corporate Value Chain Accounting and Reporting Protocol of the World Resources Institute (WRI) and the World Business Council for Sustainable Development (WBCSD). All of
ProSiebenSat.1 Group's own sites and employees were included in the carbon footprint. The market-based method was used for the calculation.
2 Without hybrid and electric vehicles.
3 Energy consumption by the production studios and computer centers outside of the Unterfoehring and Berlin sites is not included. Scope 2 emissions according to the location-based method amounted to 9.577 metric tons of CO₂e in the reporting period (previous year: 10.557t CO₂e).
4 Location-based emissions in the category electricity amounted to 7,401 metric tons of CO₂e in the reporting period (previous year: 8,340 metric tons of CO₂e).
5 Location-based emissions in the category of district heating and geothermal energy amounted to 2,176 metric tons of CO₂e in the reporting period (previous year:
2,217 metric tons of CO₂e).
6 Due to adjustments in the calculation methodology, a comparison with the previous year's development is only possible to a limited extent.
7 In the category business travel 355 metric tons of CO₂e were compensated.
8 Total emissions according to the location-based method amounted to 16,973 metric tons of CO₂e in the reporting period (previous year: 28,959 metric tons of CO₂e).
9 The amount of remaining non-reduced and non-compensated emissions was 9,229 metric tons of CO₂e.

GHG EMISSIONS INTENSITY GRI 305-4

2020

2019	2018
GHG emissions in metric tons	9,584	21,284	32,975
Revenues in EUR m	4,047	4,135	4,009
Average FTEs	7,128	7,265	6,239
GHG emissions/revenues
in metric tons/EUR m	2.37	5.15	8.23
GHG emissions/average FTE
in metric tons/average FTE	1.34	2.93	5.29
Waste

Waste generated at the Unterfoehring site in 2020 decreased signiﬁcantly to 615 metric tons (previous year: 4,028 metric tons).

In the waste balance, 188 metric tons (previous year: 3,228 met- ric tons) were directly attributable to demolition work in con- nection with the "New Campus" construction project. Any waste that cannot be reclaimed is disposed of in an environmentally responsible manner. When doing so, ProSiebenSat.1 complies with the local regulations and classiﬁes waste as hazardous or non-hazardous in accordance with the relevant national leg- islation. The volume of hazardous waste (e.g. insulating mate- rial and construction materials containing asbestos) fell from 46 to 29 metric tons in 2020 on account of the construction progress. Municipal waste (domestic-type waste produced by trade and industry) decreased due to out-of-ofﬁce-regulations in the wake of the COVID-19 pandemic to 69 metric tons (pre- vious year: 122 metric tons). GRI 306-2

GOVERNANCE & COMPLIANCE

The Executive Board and Supervisory Board regard good corporate governance as an essential component of responsi- ble, transparent management geared toward long-term value creation. Further information can be found in particular in the

Management Declaration in accordance with sections 289f and 315d of the German Commercial Code (HGB). In addition

COMPLIANCE TRAINING

Topic

Media, copyright, advertising law, German Unfair

Competition Act

Compliance

Antitrust law

General Act on Equal Treatment (AGG), labour law

Data protection

Information Security Youth protection Occupational health and safety

Tax law

Management seminars

Classroom traings

(live)

to the annual Declaration of Compliance pursuant to section 161 of the German Stock Corporation Act (AktG), this includes other relevant information on ProSiebenSat.1 Group's corporate governance practices.

The Executive Board of ProSiebenSat.1 Media SE is also con- vinced that sustainable economic success in a competitive environment can be achieved only by ensuring that business practices comply with the applicable laws. In addition to pre-venting corruption, the Company particularly focuses on anti- trust legislation and media law, as well as legal provisions on data protection. ProSiebenSat.1 Group has implemented a com- pliance management system (CMS) to monitor compliance with the law. The main objective of the CMS is to ensure that all employees always think and act with integrity and in accor- dance with the guidelines and regulations, and thus to prevent law- and rule-breaking. The central compliance organization is made up of the Compliance Committee and the Group Com- pliance department headed by the Chief Compliance Ofﬁcer (CCO), which are assisted in the performance of their duties by experts from other areas, such as the Legal department. In addition, Unit Compliance Ofﬁcers (UCOs) have been appointed who are responsible for the CMS at Group entities and are in direct contact with the respective subject experts. The CCO is entrusted with implementing the CMS in the Group, carries out risk analyses and training, and advises the Executive Board on the development and implementation of appropriate mea- sures to minimize risks.

ProSiebenSat.1 Group has laid down basic guidelines and pol- icies in its Code of Conduct. These guidelines deﬁne the gen- eral standards for conduct in business, legal and ethical matters and also govern how employees can report misconduct in the

Company. They serve all members of the Executive Board, the management, and the employees of ProSiebenSat.1 Group as a binding reference and regulatory framework for dealing both with each other and with business partners, customers, suppliers, and other third parties. Another central compliance instrument for ProSiebenSat.1 Group is the whistleblower system. In addi-tion to internal reporting channels, it is also possible to report legal violations anonymously via an external Ombuds Ofﬁce.

2020

Partcipants (live)

In the ﬁnancial year 2020, some classroom training sessions were held virtually instead.

Online trainingsClassroom train-ings (live)

9 13

2019

Participants (live)

247 250

146

171

Online trainings

4,235

2,469

2,621

2,205

536

5,820 - -

In addition, ProSiebenSat.1 Group has implemented a compli- ance training program that includes both online and classroom training. The online training, which is offered in English and German on a two- to three-year cycle and is mandatory for all employees, is intended to provide a basic understanding of the main compliance risks. The classroom training is targeted at "risk groups" and is carried out by Legal Affairs, Group Compli-ance, HR Law, Taxes, Corporate Information Security, the Data Protection Ofﬁcer and the Youth Protection Ofﬁcers for their individual areas. In addition, ProSiebenSat.1 Group offers sem- inars for the managers of German afﬁliated companies at its P7S1 Academy in order to give them a comprehensive overview of their rights and obligations as well as the relevant legal bases.

Further information, particularly on the compliance organization and the whistleblower system, is provided in the Management Declaration in accordance with sections 289f and 315d HGB.

Anti-corruption and antitrust law

Legally compliant conduct and the prevention of violations of laws and regulations are a prerequisite for a company's sustain- able success. Therefore, preventing corruption and anti-com- petitive behavior in connection with antitrust law is highly rel-evant to business and represents an important success factor for achieving our corporate goals. Free competition is a key pillar of our economic system and is given special protection by antitrust laws. Violations of competition laws may result in high ﬁnes and claims for damages that may affect not only the company but also employees personally. The corresponding Group-wide guidelines on avoiding corruption and on com- petitive conduct were revised in 2020. In 2020, as in the previ- ous year, we were not aware of any investigations against the

Group, its subsidiaries or employees of ProSiebenSat.1 Group with regard to corruption offenses or antitrust violations.

GRI 205-3, GRI 206-1

Product governance

We see product governance, with its central components of data protection provisions and media regulation, not only as a legal requirement but also as an important competitive factor with a lasting impact on trust in ProSiebenSat.1 Group's prod-ucts, offerings and brands and thus also on the economic suc- cess of the Group. Data protection and media law provisions are thereby covered by the compliance management system (CMS).

DATA PROTECTION

In the digital world, more and more personal data is being gen- erated by new business models and processed in a wide variety of ways. This also applies to ProSiebenSat.1 Group with its wide variety of entertainment services and commerce companies in the portfolio. In this context, data protection protects the right to privacy and to information control, i.e. the right of each indi- vidual to control the disclosure and use of his or her own per- sonal data. Our goal is to handle personal data carefully and protect it from misuse. The Group Data Protection Ofﬁcer is responsible for cooperation and coordination on all major data protection matters. He is assigned to the Group Compliance

division in organizational terms and is supported by data pro- tection law specialists when it comes to legal issues. By way of mandatory training and assessments by the Group Data Pro- tection Ofﬁcer, violations of privacy are to be prevented and compliance with data protection law ensured.

In doing so, we aim to ensure compliance with data protec- tion on the basis of a risk-oriented data protection manage- ment system and to protect personal and other sensitive data from loss, destruction, unauthorized access or unauthorized use, processing, or disclosure. Speciﬁc measures are based on the legal regulations, particularly the EU General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG), as well as our own data protection guide- lines. The data protection law requirements form part of our

CMS. ProSiebenSat.1 Group has implemented processes to pro- tect personal data against misuse. These relate to the prepara- tion of agreements under data protection law in order to meet the requirements of Articles 26 and 28 GDPR and to the dis- closure of personal data to public authorities. The data protec- tion processes also cover the information required to be pro- vided, the rights of the data subject, and the reporting of data breaches, i.e. third parties unlawfully obtaining personal data, pursuant to Articles 33 and 34 GDPR.

In 2020, there were 18 cases (previous year: eight) of substanti- ated complaints regarding the violation of customers' privacy at companies of ProSiebenSat.1 Group in Germany, of which 15 were from external parties and three from regulatory authori- ties. Furthermore, there were six cases (previous year: 12) of data leaks, data theft, or data loss that had to be reported in accor- dance with the General Data Protection Regulation (GDPR).

GRI 418-1

MEDIA REGULATION

Among other aspects, the media law provisions of the CMS deal with journalistic independence, the principles of the separation of advertising and programming, and the requirements for the protection of young people. These issues also form part of the

Code of Conduct. For 2020, we recorded a total of 12 violations (previous year: 11) of journalistic due diligence, program princi-ples, and provisions for the protection of minors and personal rights. GRI 416-2

In all our activities, we are committed to a free and democratic order, which is based in particular on the fundamental right to freedom of opinion. The central editorial team of Seven. One Entertainment Group is responsible at operational level for ensuring journalistic independence in the editorial work of all stations. In daily conferences with the editorial teams and programming managers, the focus areas for the content of reporting and programming are discussed. The fundamental dual-control principle applies when approving editorial content. In addition, the Group has formulated guidelines which all jour- nalists and editorial staff are required to follow. The "Guidelines for Ensuring Journalistic Independence" specify the under- standing of the journalistic principles set forth in the Press Code of the German Press Council. According to these principles, they are essentially free to form their editorial content as they see ﬁt and should report independently of social, economic or political interests. In addition, topics such as press law and

the protection of minors are trained and deepened in internal training courses.

ProSiebenSat.1 Group is committed to differentiating between editorial reporting and broadcasts for advertising purposes. In

substantiated individual cases where the use of surreptitious advertising is suspected, an ad-hoc Supervisory committee

can take action. In Germany, the Group is also committed to

following the provisions of the German Interstate Broadcasting

Agreement and the "Common Guidelines of the State Media Authorities for advertising, for ensuring separation of adver- tising and programming, and for sponsorship on television

and radio," or rather the provisions of the German Interstate

Media Agreement that have replaced these since November 2020. The ProSiebenSat.1 Group guidelines on the separation

of advertising and programming include speciﬁc explanations regarding bans on the placement of particular products and services on the basis of the German Interstate Broadcasting Agreement. They provide employees of the German compa-

nies of ProSiebenSat.1 Group with binding guidelines as part of their employment contract in order to prevent violations of program principles as far as possible. For the German stations, the guidelines serve the preservation of journalistic credibility and aim to safeguard the independence of the content from

third-party inﬂuences as the top-level programming guidelines.

Provisions for the protection of young people are also covered by the CMS in the context of media regulation. A key role is played by the youth protection ofﬁcers at ProSiebenSat.1 Group, who are tasked with making sure that all TV and online content for which the Group is responsible is offered in an age-appropri-

ate way. The goal is to make it difﬁcult for children and young people to gain access to content that is unsuitable for their age group. The German Interstate Agreement on Youth Protection in the Media (JMStV) stipulates clear requirements for this. For

example, providers must check their telemedia content for any aspects that could have a harmful effect on the development

of children and young people. The youth protection ofﬁcers

are autonomous in their work and are responsible for ensur- ing that content that is unsuitable for children and young peo- ple is broadcasted only at the legally stipulated times. At the same time, they are expected to use technical means (e.g. PIN procedures) to ensure the protection of young people from the

dissemination of content on the Group's websites that could potentially harm their development. To this end, the youth pro-

tection ofﬁcers are involved in the production and purchasing

of programs at an early stage, if possible. Their tasks include assessing scripts in advance, supporting productions, and pre-

paring expert reports on them. Independently from the work of the youth protection ofﬁcers, TV and online editors receive regular training on youth protection regulations. As well as

providing employee training and internal guidelines, we sup-port the protection of young people via various organizations, such as the Voluntary Self-Regulation of Television Association

(Freiwillige Selbstkontrolle Fernsehen, FSF) and the Voluntary

Self-Monitoring of Multimedia Service Providers Association

(Freiwillige Selbstkontrolle Multimedia-Diensteanbieter, FSM).

To our Shareholders

Sustainability

COMPENSATION REPORT 1

The Compensation Report describes the main features of the compensation system for the Executive Board and Supervisory Board of ProSiebenSat.1 Media SE for ﬁnancial year 2020. It explains the structure and level of compensation of the individual members of the

Executive Board and Supervisory Board. The Executive Board compensation system for ﬁnancial years from 2018 was fundamentally revised by the Supervisory Board of ProSiebenSat.1 Media SE and presented for approval to the Annual General Meeting in May 2018, which granted its approval by a broad majority of 93%. All new Executive Board employment contracts that have since been concluded already use the new compensation system; all Executive Board employment contracts that existed at the time were converted to the new Executive Board compensation system, which has therefore applied retroactively since January 1, 2018.

This Compensation Report is part of the audited Management

Report and complies with the applicable statutory require- ments. The legal requirements for the Compensation Report that were introduced by the German Act for the Implementa- tion of the Second Shareholder Rights Directive (ARUG II) must be applied for the ﬁrst time to the Company's ﬁnancial year

2021. The previous legal regulations are therefore applicable to this year's Compensation Report. It also takes into account the recommendations of the German Corporate Governance Code (GCGC) in the version of December 16, 2019 (see the December 2020 Declaration of Compliance). In the context of the ARUG II, this mainly refers to the statutory provisions for the purposes of reporting on compensation and in particular does not use the template tables for management board compensation. None-theless, in the interests of a standardized and thus more com-prehensible presentation of compensation, the Company has decided to retain the established template tables in this year's

Compensation Report.

DETERMINING EXECUTIVE BOARD COMPENSATION

COMPENSATION PAID TO THE EXECUTIVE BOARD

Responsibility and Procedure for Determining Executive Board Compensation

In addition to their functions as directors and ofﬁcers of the Company, the members of the Executive Board of ProSiebenSat.1 Media SE have contractual relationships with the Company. The ProSiebenSat.1 Media SE Supervisory Board is responsible for making the employment agreements with the members of the Executive Board. The employment con- tracts of Executive Board members have a maximum term of ﬁve years and also regulate compensation. After a proposal by the Compensation Committee, the structure and amount of the Executive Board's compensation are deﬁned by the Supervisory Board as a whole and are regularly reviewed. The

Supervisory Board hereby ensures that there is an appropriate

1 This section forms part of the audited Management Report.

relationship between the personal performance and areas of work and responsibility of the individual members of the Executive Board on the one hand and the Company's business situation on the other.

In addition, the compensation structure within ProSiebenSat.1 Media SE is taken into account, whereby the Supervisory Board above all considers the relationship of Executive Board com- pensation to the compensation of senior management and the workforce as a whole and looks at the amount and structure of Executive Board compensation in comparable companies. The Supervisory Board currently considers comparable com- panies to be companies listed in the DAX, MDAX and STOXX Europe 600 Media, a sub-index of the STOXX Europe 600 index comprising companies from the European media industry, and direct competitors. The comparable companies therefore include, for example, ITV plc and Vivendi SA. If the Supervisory Board deems it necessary or expedient, it consults experts to determine and review the Executive Board compensation. To date, the Supervisory Board has also had the Executive Board compensation reviewed at regular intervals by independent external consultants with regard to common market practice. One such review was performed by an international and inde- pendent compensation consulting ﬁrm when the compensa- tion system for ﬁnancial years from 2018 was adjusted.

Principles of the Compensation System

The ProSiebenSat.1 Media SE compensation system has clear and transparent structures and is in line with our Group strat- egy. In order to continuously improve, we review our compen- sation system regularly. For this reason, we also sought dialog with relevant capital market participants when establishing the current compensation system and we regularly monitor current developments on compensation issues with regard to necessary adjustments. The aim of the compensation system for the Executive Board is to create an incentive for successful and sustainable performance of the Company. The system is therefore geared toward compensation that is transparent, per- formance-based and closely linked to the Company's success.

This depends in particular on long-term and challenging indi- vidual targets and the performance of the ProSiebenSat.1 share. The compensation system is intended to motivate the mem- bers of the Executive Board to achieve the targets enshrined in ProSiebenSat.1 Media SE's business strategy and to avoid disproportionate risks.

Structure and Components of Executive Board Compensation

The Executive Board compensation system comprises three components: a ﬁxed base salary, an annual and a multi-year variable compensation component. For the Executive Board members including the Chairman of the Executive Board, the weighting of the individual compensation components is 40:20:40 (ﬁxed base salary to annual variable compensation to multi-year variable compensation). The weighting for a Chief Executive Ofﬁcer would be 35 : 30 : 35, but this position is no lon- ger provided for in the structure of ProSiebenSat.1 Media SE.

There is also a Company pension for Executive Board members.

The Company's annual contribution to the Company pension amounts to 20% of the ﬁxed base salary. In addition, Executive Board members receive fringe beneﬁts.

The following overview gives a summary of the elements of the Executive Board compensation system followed by a descrip- tion of the individual items:

OVERVIEW EXECUTIVE BOARD COMPENSATION SYSTEM

BASE SALARY

ScopePayment date

Fixed base salary

Based on the respective area of competence and responsibility of the Executive Board member

In monthly installments

PERFORMANCE-BASED COMPENSATION

Annual variable compensation

Target compensation Cap

Missing targets Target parametersPayment date

Multi-year variable compensation

Term

Grant value Cap

Missing targets Target parametersGrant

Short-Term Incentive (Performance Bonus)

Target amount contractually ﬁxed.

Cap: 200% of the target amount.

Complete forfeiture possible if targets not met. Financial target parameters (equally weighted):

Group EBITDA

_ Group free cash ﬂow

Modiﬁer (+/-20%) serving as a bonus/malus, based on: _ individual targets

team targetsWithin one month after the audited and approved Consolidated Financial Statements for the relevant ﬁnancial year are available.

Long-Term Incentive (Performance Share Plan)

(share-based compensation component)

Term of each tranche: 4 years (performance period). Contractually agreed annual grant value.

Cap: 200% of the target value.

Complete forfeiture possible if targets not met.

_ Annual adjusted Group net income targets during the term of the respective tranche (50% weighting).

Relative positioning of Total Shareholder Return (TSR) compared with STOXX Europe 600 Media companies during the term of the respective tranche (50% weighting).

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's shares over the 30 trading days before the beginning of the term (January 1) of the respective tranche.

Determination of payout amountDividend paymentsVestingPayoutPayment dateDetermination 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. The conversion factor depends

50% on the achievement of annual adjusted net income targets during the term of the respective tranche and

_ 50% on the relative Total Shareholder

Return (TSR) positioning against the STOXX Europe 600 Media companies during the term of the respective tranche.

No option to retroactively adjust the conversion factor or undertake discretionary adjustments to target achievement.

The payout amount per performance share unit corresponds to the volume-weighted average XETRA closing price of ProSiebenSat.1's shares over the 30 trading days preceding the end of the term of the respective tranche, plus cumulative dividend payments per share during the term of the tranche.

In the event of settlement in shares, the payout amount will be converted into treasury shares using the share price cited above.

All dividend payments during the term of the tranche are accounted for through inclusion of cumulative dividend payments per share in the payout amount.

1/12 of the PSUs granted vest at the end of each month of the ﬁrst year of the term of a respective tranche. If the employment contract as Executive Board member of ProSiebenSat.1 Media SE commences during the ﬁrst ﬁnancial year of the plan term the grant value will be on a pro rata temporis basis, but with full vesting of such pro rata temporis portion until the end of the ﬁrst ﬁnancial year of the plan term.

Payment is generally made in cash or, at the Company's discretion, by issuing a corresponding number of treasury shares. 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 ﬁnancial year of the four-year performance period are available.

PURCHASE AND HOLDING OBLIGATIONS

Until the prescribed levels are reached, there is an obligation to invest 25% of the annual gross payouts from annual and new multi-year variable compensation in ProSiebenSat.1 shares.

Shares must be held at least until the end of an

Executive Board member's appointment.

Volume:

Chief Executive Ofﬁcer: 200% of ﬁxed gross base salary

_ Other members of the Executive

Board including the Chairman of the Executive Board: 100% of ﬁxed gross base salary

HOW THE SHORT-TERM INCENTIVE WORKS

FIXED BASE SALARY

The base salary is paid in twelve equal installments at the end of each month. If the employment contract begins or ends during a ﬁnancial year, the base salary for this ﬁnancial year is granted pro rata temporis.

VARIABLE COMPENSATION

Variable compensation comprises two elements: annual variable compensation (Short-Term Incentive) in the form of an annual bonus payment (performance bonus) and multi-year variable compensation (Long-Term Incentive) in the form of virtual shares in ProSiebenSat.1 Media SE (Performance Share Plan).

SHORT-TERM INCENTIVE (PERFORMANCE BONUS)

The Short-Term Incentive depends on ProSiebenSat.1 Group's business performance in the past ﬁnancial year. It is calculated on the basis of the target achievement (0% - 200%) identiﬁed for the ﬁnancial year for EBITDA (earnings before interest, taxes, depreciation and amortization) and free cash ﬂow before M&A (referred to hereinafter as FCF or free cash ﬂow), both at Group level, and a modiﬁer (0.8 to 1.2) for the assessment of the indi- vidual and collective performance of the Executive Board mem- bers. The ﬁnal payment is capped at a maximum of 200% of the individual target amount agreed in each employment contract.

The Supervisory Board has identiﬁed the two key ﬁnancial ﬁg- ures EBITDA and FCF as relevant target parameters, as they reﬂect the successful implementation of operational and stra- tegic measures and are thus geared toward ProSiebenSat.1 Group's proﬁtability. They are derived from the Group strat- egy and are also reﬂected in the internal management sys- tem, which is used to help achieve the Group's strategic goals.

EBITDA is an industry-standard and frequently used measure of operating earnings, which allows a high degree of compa- rability with other businesses in the media industry and is also regularly used on the capital market for enterprise valuations on a multiplier basis. For shareholders, FCF is also an important measure of the cash and cash equivalents generated with oper- ating business and after the deduction of investments, which are available for debt service or distributions to shareholders. Equally, FCF is an important indicator for measuring the cash return on investments and a common basis for the calcula- tion of cash-ﬂow-based enterprise valuations. ProSiebenSat.1 Media SE reports both key ﬁnancial ﬁgures, EBITDA and FCF, in the regular ﬁnancial reporting for ProSiebenSat.1 Group.

Financial year

EBITDA AT GROUP LEVEL

EBITDA at Group level is included in the Short-Term Incentive with a weighting of 50% for the purposes of determining tar- get achievement.

The EBITDA target value is set annually by the Supervisory Board in EUR and is derived from budget planning for ProSiebenSat.1 Group. The ﬁnancial effects of operational and strategic mea- sures are reﬂected in the budget planning.

Where necessary, to determine the 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, from unplanned effects from M&A trans- actions conducted within the reporting period, and from mea- surements of Group-wide, multi-year variable compensation plans. This allows the Supervisory Board to correct potential distortions in target achievement. No further adjustment is provided for.

To measure the target achievement, the actual EBITDA as reported in the relevant audited and approved Consolidated Financial Statements of ProSiebenSat.1 Media SE, subject to the above adjustments, is compared with the target value for the respective ﬁnancial year.

If the actual EBITDA 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 EBITDA of 10% or more. To reach the maximum target achievement of 200%, the actual EBITDA must exceed target EBITDA by 10% or more. Intermediate values are interpolated in a straight line. The EBITDA target achievement curve is symmetrically designed, meaning that an over- or underachievement of the target will be reﬂected evenly.

REPORTED EBITDA TARGET ACHIEVEMENT CURVE

FREE CASH FLOW AT GROUP LEVEL

FCF at Group level is likewise included in the Short-Term Incen- tive with a weighting of 50% for the purposes of determining target achievement.

The FCF target value is set annually by the Supervisory Board in EUR and is derived from budget planning for ProSiebenSat.1 Group. The ﬁnancial effects of operational and strategic mea- sures are reﬂected in the budget planning.

Where necessary, to determine the target achievement, the actual Group FCF reported by ProSiebenSat.1 Media SE will be adjusted for effects arising from (i) acquisitions and disposals (i.e. (x) effects of investments on the free cash ﬂow from invest- ing activities due to acquisitions and disposals in previous ﬁnan- cial years and (y) effects on the free cash ﬂow from operating activities and from investing activities due to new acquisitions and disposals in the ﬁnancial year in question, including asso- ciated ﬁnancing effects), and from (ii) signiﬁcant changes in IFRS accounting standards. This allows the Supervisory Board to correct potential distortions in target achievement. No fur-ther adjustment is provided for.

To measure the target achievement, the actual FCF as reported in the relevant audited and approved Consolidated Financial Statements of ProSiebenSat.1 Media SE, subject to the above adjustments, is compared with the target FCF for the respec- tive ﬁnancial year.

If the actual FCF 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 FCF of 25% or more. To reach the maximum target achievement of 200%, the actual FCF must exceed target FCF by 25% or more. Inter- mediate values are interpolated in a straight line. The FCF target achievement curve is symmetrically designed, meaning that an over- or underachievement of the target will be reﬂected evenly.

Targetachievementin%

200%

100%

90%

100%

110%Actual EBITDA in % of target EBITDA

Target EBITDA

Comparison

Actual EBITDA

REPORTED FREE CASH FLOW (FCF) TARGET ACHIEVEMENT CURVE

200%

Targetachievementin%

100%

75%

100%

125%Actual FCF in % of target FCF

Target FCF

Comparison

Actual FCF

MODIFIER

To determine the individual and collective performance of the Executive Board members, the Supervisory Board assessed both the achievement of individual targets and the Executive Board members' contribution to the fulﬁllment of collective tar- gets on the basis of criteria deﬁned in advanced. Examples of relevant criteria include customer satisfaction, corporate social responsibility, corporate governance and strategic projects, but also other key ﬁnancial ﬁgures of the Group or segments. If tar- gets relate to key ﬁnancial ﬁgures of ProSiebenSat.1 Group, tar- get achievement is determined on the basis of the audited and approved Consolidated Financial Statements of ProSiebenSat.1 Media SE for the ﬁnancial year in question. The resulting modi- ﬁer for adjusting the size of the Short-Term Incentive can range between 0.8 and 1.2. The modiﬁer therefore has a bonus/malus effect. The individual and collective targets are agreed annu- ally in advance in a target agreement between the Supervisory Board and Executive Board, with a maximum of ﬁve targets being deﬁned each year.

PAYMENT DATE

The Short-Term Incentive is payable in the following year within a month of the audited and approved Consolidated Financial Statements for the ﬁnancial year in question becoming avail- able and is paid out with the next monthly salary.

LONG-TERM INCENTIVE (PERFORMANCE SHARE PLAN)

The Long-Term Incentive is designed as multi-year variable compensation in the form of virtual shares (performance share units). Tranches are granted annually, each with a four-year

FUNCTION PERFORMANCE SHARE PLAN

Grant value in €

Share price at start 1 (Ø 30 trading days)

Number of performance share units

Year 1

performance period. Payment is made in cash in year ﬁve, the year after the end of the performance period. The Company has the right to choose equity settlement rather than cash set- tlement and to deliver a corresponding number of own shares for this purpose.

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's performance is mea- sured based on adjusted net income at Group level as well as the relative total shareholder return (TSR - shareholder return for ProSiebenSat.1 shares compared to shareholder return for com- panies in the selected comparison index), each with a weighting of 50%. The Performance Share Plan is issued in annual tranches with a performance period of four years each.

The calculation of corporate performance is on the one hand based on the parameter adjusted net income. This is an import- ant operational and strategic 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 pub- lishes the adjusted net income as part of the regular ﬁnancial reporting for the ProSiebenSat.1 Group. On the other hand, the Company's performance is determined using the relative TSR, which shows the return on ProSiebenSat.1 shares in relation to the return on shares of a relevant group of peer companies. The relative TSR takes into account share price performance and div- idends to shareholders over the four-year performance period.

An individual grant value is speciﬁed in the service contract for each member of the Executive Board. With effect from the start of a ﬁnancial year, a number of performance share units

Year 2

Year 3

Year 4

Target achievement (0-200%)

× =

Adjusted net income

50%

Relative TSR (STOXX Europe 600 Media)3

Weighting

Payout in year 5 in cash (Cap at 200% of grant value)

Share price at end 2 (Ø 30 trading days)

50%

Final number of performance share units

1 Volume-weighted average XETRA closing price of ProSiebenSat.1's shares over the 30 trading days preceding the start of the performance period, rounded down to two decimal places.
2 Volume-weighted average XETRA closing price of ProSiebenSat.1's shares over the 30 trading days preceding the end of the performance period, rounded down to two decimal places, plus cumulative dividend payments on each share in ProSiebenSat.1.
3 Relative TSR of ProSiebenSat.1 Media SE's shares over the four-year performance period in comparison with STOXX Europe 600 Media companies.

(PSUs) corresponding to the grant value will be granted on the basis of the volume-weighted average XETRA closing price of the ProSiebenSat.1 share over the 30 trading days preceding the start of the ﬁnancial year. Following the end of the four- year performance period, the granted performance share 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 adjusted net income and the relative TSR. The payout amount for each performance share unit is equal to the volume-weighted average XETRA clos- ing price of ProSiebenSat.1's shares over the 30 trading days preceding the end of the performance period, plus cumula- tive dividend payments over the performance period on the ProSiebenSat.1 share. The payout is limited to a maximum of 200% of the individual grant value per tranche (cap). In the case of a settlement in own shares, the amount paid out is converted into a corresponding number of own shares of the Company issued to the beneﬁciary on the basis of the above average price.

ADJUSTED NET INCOME AT GROUP LEVEL

The adjusted net income at Group level is taken into account with a weighting of 50% for the purpose of determining 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.

The average annual target achievement of the adjusted net income of the four-year performance period is used to deter- mine the target achievement for the Group's adjusted net income at the end of the term of a tranche. The adjusted net income target value for each of the ﬁnancial years within the performance period is set annually by the Supervisory Board in EUR and is derived from budget planning for ProSiebenSat.1 Group. The ﬁnancial effects of operational and strategic mea- sures are reﬂected in the budget planning.

If required, the Group's actual adjusted net income reported by ProSiebenSat.1 Media SE is adjusted to determine the tar- get achievement, adjustments being made e.g. for effects from signiﬁcant changes in IFRS accounting and from the effects of M&A transactions (including related ﬁnancing effects) car- ried out during the reporting period that are not included in the planning.

To measure the target achievement, the actual adjusted net income as reported in the relevant audited and approved Con- solidated Financial Statements of ProSiebenSat.1 Media SE, sub- ject to the above adjustments, is compared with the target adjusted net income for the respective ﬁnancial year.

If the actual adjusted net income corresponds to the target value, the target achievement is 100%. In the case of a negative deviation of 20% or more from the target adjusted net income, the target achievement is 0%. For the maximum target achieve- ment of 200%, the actual adjusted net income must exceed the target adjusted net income by 20% or more. Intermediate values are interpolated in a straight line. The adjusted net income tar- get achievement curve is symmetrical, which means that any

underachievement or overachievement of the target is equally taken into account.

ADJUSTED NET INCOME TARGET ACHIEVEMENT CURVE

200%

Targetachievementin%

100%

80%

100%

120%Actual adj. net income in % of target adj. net income

Comparison	Comparison	Comparison	Comparison
target/actual	target/actual	target/actual	target/actual
Year 1	Year 2	Year 3	Year 4

Ø target achievement adj. net income

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. The companies in this index represent the relevant comparative values for the purpose of classifying the stock return of ProSiebenSat.1 share relative to the stock return of these companies in the selected compara-tive index. The TSR of the ProSiebenSat.1 share and the shares of the peer companies are ranked and the relative positioning of ProSiebenSat.1 Media SE is expressed on the basis of the per- centile rank achieved.

If the relative TSR achieved by ProSiebenSat.1 Media SE corre-sponds to the median (50th percentile) of the peer group, the target achievement is 100%. When positioned at or below the 25th percentile, the target achievement is 0%. Maximum target achievement of 200% requires that at least the 90th percentile is reached. Intermediate values are interpolated in a straight line for both positive and negative deviations.

RELATIVE TSR TARGET ACHIEVEMENT CURVE

200%

Targetachievementin%

100%

25.

50. (Median)

90.

TSR (4 years)

600 Media

Percentile rank

STOXX EuropeComparison 1

ProSiebenSat.1

TSR (4 years)

1 Relative TSR 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 ﬁnancial year of the four-year performance period become available.

Further information on the Performance Share Plan can be found in the → Notes, note 35 "Share- and performance-based payment" .

OBLIGATIONS TO ACQUIRE AND HOLD SHARES IN THE

COMPANY (SHARE OWNERSHIP GUIDELINES)

In order to strengthen the equity culture and bring the inter- ests of the Executive Board and shareholders into even greater alignment, obligations to acquire and hold shares in the Com- pany were introduced for the members of the Executive Board.

Each Executive Board member is obliged to acquire shares in ProSiebenSat.1 Media SE with a value totaling 100% (200% for a Chief Executive Ofﬁcer, but this position is no longer provided for in the structure of ProSiebenSat.1 Media SE) of the annual ﬁxed gross basic salary and to hold these shares at least until the end of their appointment as a member of the Executive Board. Until the required levels are reached, the Executive Board members are obliged to invest at least 25% of the annual gross payout from the Short-Term Incentive (performance bonus) and the Long-Term Incentive (Performance Share Plan) in ProSiebenSat.1 shares; payments from the variable compen- sation elements of the compensation system that was in place until ﬁnancial year 2017 (former performance bonus, Mid-Term

Incentive and Group Share Plan) are not subject to the invest-ment obligation.

An overview of the amounts invested as of December 31, 2020 is given below:

SHARE OWNERSHIP

Member of
the Executive	Number of	of acquisition1	Investment
Board	shares	in EUR	obligation in EUR
Rainer Beaujean	131,102	1,501,567	1,400,000
Wolfgang Link	-	-	800,000
Christine Schefﬂer	-	-	640,000

Investment at time

1 Until the prescribed level of 100% of an annual ﬁxed gross basic salary is reached, the Executive Board member is obliged to invest in each ﬁnancial year an amount corresponding to at least 25% of the annual gross payout from the performance bonus and Performance Share Plan. Rainer Beaujean has already voluntarily fulﬁlled his investment obligation directly upon joining the Company. For Wolfgang Link and Christine Schefﬂer, this will apply for the ﬁrst time when the performance bonus for 2020 is paid out in ﬁnancial year 2021.

COMPANY PENSION

Pension agreements were signed for all members of the Exec- utive Board: For the period of the employment relationship, the

Company pays an annual total contribution into the personal pension account managed by the Company. The total annual contribution to be paid by the Company is equivalent to 20% of the respective ﬁxed annual gross salary. Each member of the

Executive Board has the right to pay any additional amount into the pension account in the context of deferred compensation. There are no further payments after the end of the employment relationship. The Company guarantees the paid-in capital and an annual interest of 2%. The amounts paid-in are invested on the money and capital markets. A monthly retirement pen- sion or alternatively a one-off retirement payment is paid if the Executive Board member reaches the age of 62, or 60 in the case of former Executive Board member Conrad Albert, and has been a member of the Executive Board for at least three full years. This entitlement also arises in the case of permanent disability. The monthly retirement pension is derived from the actuarially calculated life-long pension as of the time of the entitlement to beneﬁts. If no monthly retirement pension is paid, then a retirement payment is made in the amount of the guaranteed capital as a one-off payment (or in up to ten equal annual installments).

CLAW-BACK REGULATIONS; DEFERMENT OF VARIABLE COMPENSATION COMPONENTS/DAMAGE

COMPENSATION

In the context of the new recommendation G.11 of the GCGC in the version dated December 16, 2019, the Executive Board con- tracts for the members in ofﬁce contain claw-back regulations under which the Company can reclaim performance bonuses that have already been paid if the relevant consolidated ﬁnan- cial statements subsequently prove to be inaccurate in a way that impacts the determination of the amount of the perfor- mance bonus for the respective ﬁnancial year.

Moreover, all variable compensation components for Executive

Board members in the compensation system are forward-looking and are not paid out until after the end of the plan term. Until then, they also reﬂect negative value risks at the expense of the variable compensation.

Finally, the respective employment contracts clearly state that potential claims on the part of the Company against Executive

Board members from Section 93 (2) of the Stock Corporation

Act are unaffected. According to this provision, Executive Board members who neglect their duties are obliged to compensate the resulting damage as joint and several debtors.

NON-PERFORMANCE-BASED FRINGE BENEFITS

In addition, Executive Board members receive other non- performance-based fringe beneﬁts (particularly, the provision of company cars, group accident insurance, insurance policy contributions, and occasionally ﬂights home).

COMMITMENTS IN THE EVENT OF TERMINATION OF EXECUTIVE BOARD EMPLOYMENT

Premature Termination without Good Cause

If the employment contracts of Executive Board members are terminated prematurely by the Company without good cause, these contracts provide for a severance payment amounting to two years' worth of total compensation as deﬁned by sec- tion G.13 of the GCGC in the version dated December 16, 2019.

However, this may not exceed the amount of compensation that would have been paid until the end of the contract period.

Premature Termination in the Vvent of a Change of Control

The contracts of Executive Board members contain change of control clauses in the event of a change of control at the Com- pany. A change of control as deﬁned in the agreements of the Executive Board members takes place (i) if control is acquired within the meaning of takeover law, i.e. at least 30% of the vot- ing rights in the Company are acquired by the acquirer, (ii) if the merger of the Company is implemented with the Com- pany as the transferring legal entity, or (iii) if a control agree- ment comes into force with the Company as the dependent entity. Under the currently applicable Executive Board con- tracts, which have terms until June 30, 2022 (Rainer Beaujean) and March 31, 2023 (Wolfgang Link and Christine Schefﬂer), up to and including September 30, 2021, Executive Board mem- bers have the right in the event of a change of control to ter- minate their employment contract with three months' notice at the end of the month and resign from the Executive Board if the change of control signiﬁcantly affects the position of these

Executive Board members. If this right of termination is exer-cised, the Executive Board members shall receive a payment in cash that is to be added in full to any waiting allowances.

Compensation in cash corresponds to three - or in the case of Wolfgang Link and Christine Schefﬂer, two - years' compensa- tion, but shall not exceed compensation for the remainder of the employment contract discounted to the termination date.

When determining this cash settlement, ﬁxed compensation for the last ﬁnancial year that Executive Board members are contractually entitled to, the performance bonus, multi-annual

compensation components and pension contributions are to be regarded as annual compensation.

ONGOING COMPENSATION ELEMENT FROM THE

REPLACED COMPENSATION SYSTEM UP TO 2017 -

GROUP SHARE PLAN

The compensation system for the Executive Board members of ProSiebenSat.1 Media SE in place until the end of 2017 contained the Group Share Plan as a multi-year variable com- pensation component, which has effects beyond the 2017 per-formance period.

The Group Share Plan was granted to the Executive Board mem- bers for the last time in ﬁnancial year 2017, and the Executive Board member Conrad Albert who left in ﬁnancial year 2020 still has claims under it. It was a multi-year variable compensa- tion instrument similar to the Performance Share Plan issued since 2018, in which virtual shares were issued to the Executive Board members in annual tranches each with a four-year per- formance period. Please refer to the 2017 Compensation Report for more details.

As of the end of 2020, the Group Share Plan from 2017 (with the performance period 2017 to 2020) is still outstanding. The required minimum values for the Group's consolidated net income and EBITDA have so far been achieved for each year of the respective four-year performance period of the outstand- ing Group Share Plan. The respective annual conversion factors are 78% for ﬁnancial year 2017, 56% for ﬁnancial year 2018, and 97% for ﬁnancial year 2019. For ﬁnancial year 2020, the annual conversion factor is 86%. The PSU conversion factor (calculated as the average annual conversion factor from all four years) for the completed four-year performance period of the Group Share Plan 2017 thus comes to 79% now. In the previous year, the PSU conversion factor of the Group Share Plan 2016 for the completed four-year performance period was 84%.

Further information on the Group Share Plan can be found in the → Notes, note 35 "Share- and performance-based payment" .

EXECUTIVE BOARD COMPENSATION FOR FINANCIAL YEAR 2020

Variable Compensation - Target Achievement

The Supervisory Board has taken the desire for transparency regarding compensation decisions on board and has decided to report an overview of target achievement.

In the context of the COVID-19 pandemic, no adjustments were made with regard to the target parameters for variable com- pensation in ﬁnancial year 2020.

PERFORMANCE BONUS

The performance bonus is calculated on the basis of the tar- get achievement (0%-200%) identiﬁed for the ﬁnancial year for EBITDA and FCF, both at Group level, and a modiﬁer (0.8 to 1.2) for the assessment of the individual and collective perfor- mance of the Executive Board members. The ﬁnal payment is capped at a maximum of 200% of the individual target amount agreed in each employment contract.

The Supervisory Board has determined the following target achievement for ﬁnancial year 2020 with regard to EBITDA and FCF, each with a weighting of 50%:

TARGET PARAMETERS in EUR m

EBITDA at Group level

Free cash ﬂow

(FCF) at Group level Weighted target achievement

Actual value in

FY 2020

Weighting

100% target value

(before adjust-ment)Actual value in

FY 2020

(adjusted)Target achieve-ment

50%

769.7

801.0

661.3

50%

106.9

235.3

233.9

200%

100%

To calculate target achievement for ﬁnancial year 2020 in the target parameters of EBITDA at Group level and FCF at Group level, the Supervisory Board primarily adjusted for material rec- onciling items from M&A activities.

For the modiﬁer in ﬁnancial year 2020, the Supervisory Board set successful crisis management of the COVID-19 pandemic as the only collective target for the Executive Board members.

Based on the overall assessment of the collective perfor- mance of the Executive Board members, the Supervisory Board assessed the modiﬁer for adjusting the performance bonus as 1.2.

Taking the target achievement for EBITDA and FCF and the modiﬁer into account results in overall target achievement for the performance bonus in ﬁnancial year 2020 of 120% for the Executive Board members Rainer Beaujean, Wolfgang Link, and Christine Schefﬂer.

Conrad Albert, who left the Executive Board as of the end of

April 30, 2020, receives a non-performance-based pro rata amount worth 4/12 of the target bonus as a performance bonus for ﬁnancial year 2020. Max Conze, whose employment contract ended as of the end of May 31, 2020, receives a non-performance-based pro rata amount worth 5/12 of the target bonus as a performance bonus for ﬁnancial year 2020.

For both Executive Board members, the target bonus is based on the assumption that 100% of the target for the performance bonus has been achieved and a modiﬁer of 1.

PERFORMANCE SHARE PLAN

The Performance Share Plan was granted to the Executive Board members for the ﬁrst time in ﬁnancial year 2018 and replaced the Group Share Plan, which acted as the Long-Term Incentive up to and including for ﬁnancial year 2017. Target achievement is measured based on adjusted net income at

Group level as well as the relative total shareholder return (TSR), each with a weighting of 50%.

The target achievement for adjusted net income equals the average annual target achievement for the four ﬁnancial years of the respective plan term. As of the end of 2020, the Perfor- mance Share Plans from 2018 (with the performance period 2018 to 2021), from 2019 (with the performance period 2019 to

2022) and from 2020 (with the performance period 2020 to
2023) are outstanding. The respective target achievement is 88% for ﬁnancial year 2018 (for Performance Share Plan 2018), 68% for ﬁnancial year 2019 (for Performance Share Plans 2018 and 2019) and 0% for ﬁnancial year 2020 (for Performance Share Plans 2018, 2019, and 2020). The relative TSR takes account of the share price development over the four-year performance period and cannot be measured until the end of the four-year performance period.

The ﬁnal target achievement with regard to adjusted net income at Group level and relative TSR for the four-year performance period of the 2018, 2019, and 2020 Performance Share Plans cannot be calculated until after the end of the ﬁnal ﬁnancial year of the respective four-year performance period.

COMPENSATION OF EXECUTIVE BOARD MEMBERS FOR FINANCIAL YEAR 2020 UNDER GAS 17

The following total compensation for Executive Board members in ofﬁce in ﬁnancial year 2020 was determined under GAS 17:

COMPENSATION OF EXECUTIVE BOARD MEMBERS FOR THE FINANCIAL YEAR 2020 IN ACCORDANCE WITH GAS 17 in EUR thousand

Wolfgang Link 3

Member of the Executive

Conrad Albert5

Rainer Beaujean	Board & CEO	Christine Schefﬂer 3	Max Conze 4	Deputy Chairman of
Chairman of the	Seven.One	Member of the Executive	Chairman of the	the Executive Board,
Executive Board & CFO	Entertainment Group	Board & CHRO	Executive Board (CEO)	Group General Counsel
(member of the	(member of the	(member of the	(member of the	(member of the
Executive Board since	Executive Board since	Executive Board	Executive Board until	Executive Board
July 1, 2019)	March 26, 2020)	since March 26, 2020)	March 26, 2020)	until April 30, 2020)

2020

2019

2020

2019

2020

2019

2020

2019

Fixed compensation

Fringe beneﬁts 1

Total ﬁxed compensation

Annual variable compensation Multi-year variable compensation

Performance Share Plan (2019-2022) Performance Share Plan (2020-2023)

Total variable compensation Total compensation

Increase of pension obligation (DBO)

thereof entitlements from deferred compensation

Amount of pension obligation (DBO) 2 thereof entitlements from deferred compensation

1,295.0	600.0	480.0	612.5	366.7
26.5	6.2	1.5	5.7	3.2
1,321.5	606.2	481.5	618.2	369.9
777.0	360.0	288.0	525.0	183.3

-	-	-
1,295.0	600.0	480.0	-	366.7
2,072.0	960.0	768.0	525.0	550.0
3,393.5	1,566.2	1,249.5	1,143.2	919.9
423.2	127.2	114.2	-	717.8
-	-	11.1	-	576.8
518.8	127.2	114.2	-	3,660.0
-	-	11.1	-	1,970.7

Sabine Eckhardt 7

1,100.0

10.3

1,110.3 605.0

1,100.0

1,705.0 2,815.3

555.0

221.2 2,942.2

1,393.9

Dr. Jan Kemper6 CFO and Executive Board

Jan David Frouman8

Executive Board Member

Executive Board

Member Commerce

Sales & Marketing

(member of the Executive Board until

March 31, 2019)

(member of the Executive Board until April 30, 2019)

Member (member of the Executive Board until February 28, 2019)

Total

2020

2019

2020

2019

2020

2019

2020

2019

Fixed compensation

Fringe beneﬁts 1

Total ﬁxed compensation

Annual variable compensation Multi-year variable compensation

Performance Share Plan (2019-2022) Performance Share Plan (2020-2023)

Total variable compensation Total compensation

Increase of pension obligation (DBO)

thereof entitlements from deferred compensation

Amount of pension obligation (DBO) 2 thereof entitlements from deferred compensation

-	-	-	3,354.2
-	-	-	43.1
-	-	-	3,397.3
-	-	-	2,133.3

-	-	-	-
-	-	-	2,741.7
-	-	-	4,875.0
-	-	-	8,272.3
-	-	-	1,382.4
-	-	-	587.9
-	-	-	4,420.2
-	-	-	1,981.8

3,717.5

80.1

3,797.6 2,327.2

3,870.0

6,197.2 9,994.8

1,076.5

262.7 4,228.8

1,670.6

1 Includes lease payments for use of company car and insurance premiums (excluding D&O). Rainer Beaujean's fringe beneﬁts include additional beneﬁts for ﬂights home. The ﬁgures for ﬁnancial year 2019 include additional beneﬁts for ﬂights home and relocation costs for Max Conze and for ﬂights home and the maintenance of two households for Dr. Jan Kemper.
2 Deﬁned beneﬁt obligation (DBO) as of December 31 of the period under review.
3 Wolfgang Link and Christine Schefﬂer were appointed as members of the Executive Board effective March 26, 2020; their employment contracts came into force as of April 1, 2020.
4 Max Conze left the Executive Board effective March 26, 2020; his employment contract ended effective May 31, 2020. Max Conze received a pro rata, non-performance-based amount of EUR 0.5 million as annual variable compensation (performance bonus) for ﬁnancial year 2020. There was no grant under the 2020 Performance Share Plan; instead, the associated entitlement was satisﬁed in full with the severance payment.
5 Conrad Albert left the Executive Board as of April 30, 2020. The termination of his employment contract also took effect on April 30, 2020. Conrad Albert received a pro rata, non-performance-based amount of EUR 0.2 million as annual variable compensation (performance bonus) for ﬁnancial year 2020, although this is not due to be paid out until the end of April 2021. A grant under the 2020 Performance Share Plan was only made pro rata temporis for the period up to and including April 2020. The entitlement to a grant for the period from May to December 2020 was satisﬁed in full with the severance payment.
6 Dr. Jan Kemper left the Executive Board effective March 31, 2019; his employment contract also ended effective March 31, 2019. Dr. Jan Kemper's entitlement to the annual variable compensation (performance bonus) for ﬁnancial year 2019 was satisﬁed in full with the severance payment.
7 Sabine Eckhardt left the Executive Board as of April 30, 2019. The termination of her employment contract also took effect on April 30, 2019. Sabine Eckhardt's entitlement to the annual variable compensation (performance bonus) for ﬁnancial year 2019 was satisﬁed in full with the severance payment.
8 Jan David Frouman left the Executive Board effective February 28, 2019; his employment contract also ended effective February 28, 2019. Jan David Frouman received a pro rata, non-performance-based amount of EUR 66,667 as annual variable compensation (performance bonus) for ﬁnancial year 2019. The grant from the Performance Share Plan 2019 was vested at 2/12 upon his departure.

NOTES ON THE COMPENSATION OF DEPARTED EXECUTIVE BOARD MEMBERS

Conrad Albert left the Executive Board as of April 30, 2020.

His employment contract, which had a remaining term until April 30, 2021 was also terminated with effect from April 30, 2020.

As agreed upon in the termination agreement, Conrad Albert's contractual compensation continued to be paid until the orig-inal termination date. The pro rata performance bonus for the period up to and including April 2020 was granted on a non-per- formance-related basis, assuming target achievement of 100% and a modiﬁer of 1, although this is not due to be paid out until the end of April 2021. In addition, Conrad Albert was allocated performance share units (PSUs) under the 2020 Performance Share Plan pro rata temporis up to and including April 2020, and thus continued to participate in the Performance Share

Plan in accordance with the terms and conditions of this plan.

As agreed upon in the termination agreement, Conrad Albert's compensation entitlements for the remainder of the employ- ment contract were paid out in the full amount of EUR 3.1 million after the termination date, or were continued for the remain-ing term in the case of the contractual pension contributions or recognized as a provision in the case of the regulations on the Group Share Plan. The payout amount breaks down as fol- lows: The pro rata ﬁxed compensation for the remaining term of the employment contract (May 2020 to April 2021) totaling

EUR 1.1 million was paid as part of the severance payment. To satisfy his entitlement to the pro rata performance bonus from May 2020 to April 2021, Conrad Albert received a payment of EUR 0.6 million on the basis of assumed target achievement of 110% and a modiﬁer of 1.

In addition, the endowment of the pension agreement was con- tinued for the remaining term of the contract in the amount of

EUR 0.2 million, whereby for the purposes of the provisions of the pension agreement with regard to vesting Conrad Albert was treated as if the employment relationship had not ended until the regular end of the contract on April 30, 2021.

In respect to the multi-year compensation components of Conrad

Albert, the following was agreed: Concerning the Group Share

Plan, the termination agreement stipulated that Conrad Albert still participates in the Group Share Plan in accordance with the terms and conditions of this plan with the PSUs issued up to the termination date, but on the condition that they are treated as if they would not have vested until April 30, 2021. Accordingly, the PSUs allocated under GSP 2017 were 100% vested on his departure; a provision of EUR 0.05 million was recognized for this on his departure. The provision amount will change in the further course of the four-year performance period until payout.

In accordance with his employment contract, Conrad Albert was owed an annual allocation of PSUs worth EUR 1.1 million, each with a four-year performance period, under the Perfor- mance Share Plan. The PSUs issued in 2018 and 2019 were 100% vested and will be settled after the end of the four-year perfor- mance period. Instead of the outstanding pro rata allocation for 2020 (May to December) and 2021 (January to April), the allo- cated amount was paid. With regard to the provisions on vest- ing, which provide for one-twelfth vesting at the end of each month of the ﬁrst year of the four-year performance period, the measurement of the PSUs assumed the continuation of the

employment contract for the remaining term until April 2021.

Accordingly, a settlement was only paid if the corresponding PSUs were to become vested by then. This gave a settlement amount totaling EUR 1.1 million for the allocation entitlement from May 2020 to April 2021.

It was also agreed that the post-contractual non-competition clause continues to apply for one year starting from the termi- nation date and that the waiting allowance is settled by the severance payment.

Max Conze left the Executive Board as of March 26, 2020.

His employment contract, which had a remaining term until May 31, 2021 was terminated with effect from May 31, 2020. As agreed upon in the termination agreement, Max Conze's contractual compensation continued to be paid until the original termination date. The pro rata performance bonus for the period up to and including May 2020 was granted on a non-performance-related basis, assuming target achievement of 100% and a modiﬁer of 1, and was due together with the severance payment.

As agreed upon in the termination agreement, Max Conze's compensation entitlements for the remainder of the employ- ment contract were paid out in the amount of EUR 3.9 million after the termination date, or, in the case of the contractual pension contributions, continued for the remaining term. The payout amount breaks down as follows: 75% of the pro rata ﬁxed compensation for the remaining term of the employment con- tract (June 2020 to May 2021) totaling EUR 1.1 million was paid as part of the severance payment. To satisfy his entitlement to 75% of the pro rata performance bonus from June 2020 to May 2021, Max Conze received a payment of EUR 0.9 million on the basis of assumed target achievement of 100% and a modiﬁer of 1.

In addition, the endowment of the pension agreement was con- tinued for the remaining term of the contract in the amount of EUR 0.3 million, whereby for the purposes of the provisions of the pension agreement with regard to vesting Max Conze was treated as if the employment relationship had not ended until the regular end of the contract on May 31, 2021. However, under the termination agreement Max Conze had the right to demand early liquidation and payment of his entitlements plus the outstanding endowment payments. Max Conze exercised this right and his pension entitlements totaling EUR 0.9 million were paid. All claims from the pension agreement have there-fore been settled.

With respect to Max Conze's multi-year compensation compo- nents, the following was agreed: In accordance with his employ- ment contract, Max Conze was owed an annual allocation of PSUs worth EUR 1.47 million, each with a four-year performance period, under the Performance Share Plan. The PSUs issued in 2018 and 2019 were 100% vested and will be settled after the end of the four-year performance period. Instead of the outstand-ing allocation for 2020 and 2021, 75% of the allocated amount was paid in each case. With regard to the provisions on vest- ing, which provide for one-twelfth vesting at the end of each month of the ﬁrst year of the four-year performance period, the measurement of the PSUs assumed the continuation of the employment contract for the remaining term until May 2021.

Accordingly, a settlement was only paid if the corresponding

PSUs were to become vested by then. This gave a settlement	ADDITIONAL DISCLOSURES ON SHARE-BASED
amount totaling EUR 1.6 million for the allocation entitlement	PAYMENT INSTRUMENTS (GROUP SHARE PLAN AND
from January 2020 to May 2021.	PERFORMANCE SHARE PLAN)
It was also agreed that the post-contractual non-competition	The performance share units (PSUs) granted to active mem-
clause applies from the termination date until March 31, 2021, and	bers of the Executive Board for their work as members of the
that the waiting allowance is settled by the severance payment.	Executive Board developed as follows in ﬁnancial year 2020:

ADDITIONAL DISCLOSURES ON SHARE-BASED PAYMENTS INSTRUMENTS

Group Share Plan/Performance Share Plan4

Outstanding performance share units at the start of the ﬁnancial yearPerformance share units granted in the ﬁnancial yearPerformance share units expired in the ﬁnancial yearPerformance share units paid out in the ﬁnancial yearOutstanding performance share units at the end of the ﬁnancial yearTotal cost for share-based payment 5

Number

NumberFair value of the grant in EUR

Number

in EUR

Rainer Beaujean

2020 2019 2020

28,977 0 0

108,445 28,977 69,205

1,295,000 490,000 600,000

0 0 0

137,422 28,977 69,205

368,761 41,256 153,232

Wolfgang Link 1

2019 2020

- 0

- 55,364

- 480,000

- 0

- 55,364

- 122,586

Christine Schefﬂer 1

Max Conze 2

Conrad Albert 2

2019 2020 2019 2020 2019 2020

- 121,369 34,438 162,805 114,158 -

- 0 86,931 26,981 65,051 -

- 0 1,470,000 366,667 1,100,000 -

- 0 0 0 0 -

- 0 0 23,558 16,404 -

- 121,369 121,369 166,228 162,805 -

- 889,869 283,551 960,188 164,000 -

Dr. Jan Kemper 3

2019 2020

69,377 -

0 -

7,504 -

0 -

61,873 -

138,536 -

Sabine Eckhardt 3

Jan David Frouman 3

Total

2019 2020 2019 2020 2019

62,550 - 86,108 313,151 366,631

0 - 47,901 259,995 228,860

0 - 810,000 2,741,667 3,870,000

7,504 - 60,814 0 75,822

0 - 0 23,558 16,404

55,046 - 73,195 549,588 503,265

101,917 - - 33,159 2,494,636 696,101

1 Wolfgang Link and Christine Schefﬂer also have PSUs from work performed before they joined the Executive Board. These were not granted as compensation for their role on the Executive Board and are thus not included in the overview.
2 Max Conze left the Executive Board as of March 26, 2020, and Conrad Albert as of April 30, 2020. For information on the effects on the Group Share Plan and Performance
Share Plan, please refer to "Notes on the compensation of departed Executive Board members."
3 Dr. Jan Kemper left the Executive Board as of March 31, 2019, Sabine Eckhardt as of April 30, 2019, and Jan David Frouman as of February 28, 2019.
4 Nominal amounts of PSUs when granted. PSUs from the Group Share Plan were granted for the last time in ﬁnancial year 2017; since ﬁnancial year 2018, they have been granted under the new Performance Share Plan.
5 The total cost in ﬁnancial year 2020 includes an adjustment of the conversion factor for the performance share units granted (79%) for the Group Share Plan 2017 and was measured as of December 31, 2020. No adjustments were made due to anti-dilution protection or an individual increase by the Supervisory Board. The total cost in ﬁnancial year 2019 includes an adjustment of the conversion factor for the performance share units granted (84%) for the Group Share Plan 2016 and was measured as of December 31, 2019. The total cost for Jan David Frouman is negative due to declines in the share price in ﬁnancial year 2019.

In ﬁnancial year 2020, a total of 23,558 performance share units were paid out from the Group Share Plan. No performance share units from the Group Share Plan or the Performance Share Plan expired. For more information on the performance share units granted for ﬁnancial year 2020 from the Performance Share

Plan, please refer to → Notes, note 35 "Share- and performance-based payment" .

OTHER COMPENSATION COMPONENTS

The Company has granted neither loans nor provided guar- anties or warranties to the members of the Executive Board.

COMPENSATION OF EXECUTIVE BOARD MEMBERS FOR FINANCIAL YEAR 2020 IN ACCORDANCE WITH THE

GERMAN CORPORATE GOVERNANCE CODE (GCGC)

The GCGC in the version of February 7, 2017 (GCGC 2017) rec- ommends the individual disclosure of speciﬁc compensation components for each Executive Board member according to certain criteria. It further recommends the use of the template tables included in the GCGC 2017 for their presentation, which in some cases deviates from GAS 17. The new GCGC in the ver- sion dated December 16, 2019, does not use the template tables.

With a view to a standardized and thus more comprehensible presentation of compensation, the established template tables were retained.

BENEFITS GRANTED IN ACCORDANCE WITH THE

GCGC 2017

The table below shows the beneﬁts that have been granted for ﬁnancial year 2020, including fringe beneﬁts and the minimum and maximum compensation achievable in ﬁnancial year 2020 that were granted to active members of the Executive Board for their work as Executive Board members. In deviation from the presentation of total compensation according to GAS 17, the annual variable compensation is disclosed as the target value, i.e. the value granted to the Executive Board member in the event of 100% target achievement, in accordance with the pre- vious requirements of the GCGC 2017. The degree of respective target achievement for a ﬁnancial year, i.e. the extent to which the amount payable in the event of 100% target achievement was exceeded or fallen short of, is obtained by comparing the variable compensation granted for a ﬁnancial year with the cor- responding disclosures on the variable compensation actually received for the ﬁnancial year in question in the receipts table according to the GCGC 2017. Furthermore, the pension cost, i.e. the service cost in accordance with IAS 19, must be included in total compensation in accordance with the GCGC 2017.

BENEFITS GRANTED in EUR thousand

Fixed compensation

Fringe beneﬁts 1

Total ﬁxed compensation Annual variable compensation Multi-year variable compensation Performance Share Plan (2019-2022) Performance Share Plan (2020-2023)

Total variable compensation Pension cost 2

Total compensation (GCGC)

Rainer Beaujean

Chairman of the Executive Board & CFO

(member of the Executive Board since July 1, 2019)

2020

2020 (min.)

2020 (max.)

1,295.0

26.5

1,321.5

0.0

1,295.0

0.0

2,590.0

0.0

3,885.0

193.4

1,514.9

5,399.9

1,336.8

1 Includes lease payments for use of company car and insurance premiums

2019

490.0

16.2

506.2

245.0

490.0

735.0

95.6

(excluding D&O). Rainer Beaujean's fringe beneﬁts include additional beneﬁts for ﬂights home.

Pension cost comprises service costs in accordance with IAS 19. In the case of Rainer Beaujean, this comprises past service costs for 2019 as a result of pension commitments granted during the year.

BENEFITS GRANTED in EUR thousand

Fixed compensation

Fringe beneﬁts 2

Total ﬁxed compensation Annual variable compensation Multi-year variable compensation

Performance Share Plan

(2020-2023)

Total variable compensation Pension cost 3

Total compensation (GCGC)

Wolfgang Link 1

Member of the Executive Board & CEO

Seven.One Entertainment Group (member of the Executive Board since March 26, 2020)

2020

2020 (min.)

2020 (max.)

2019

600.0

6.2

606.2

0.0

600.0

0.0

1,200.0

0.0 127.2

1,800.0

127.2

1,633.4

733.4

2,533.4

1 Wolfgang Link was appointed as a member of the Executive Board effective
March 26, 2020; his employment contract came into force as of
April 1, 2020.
2 Includes lease payments for use of company car and insurance premiums
(excluding D&O).
3 Pension cost comprises service costs in accordance with IAS 19. In the case of Wolfgang Link, this comprises past service costs as a result of pension commitments granted during the year.

- -

BENEFITS GRANTED in EUR thousand

Member of the Executive Board &

CHRO (member of the Executive Board since March 26, 2020)

2020

Christine Schefﬂer1

2020 (min.)

2020 (max.)

480.0

1.5

481.5

0.0

480.0

0.0

960.0

0.0

1,440.0

103.2

584.7

2,024.7

1 Christine Schefﬂer was appointed as a member of the Executive Board effective March 26, 2020; her employment contract came into force as of
April 1, 2020.
2 Includes lease payments for use of company car and insurance premiums
(excluding D&O).
2019
3 Pension cost comprises service costs in accordance with IAS 19. In the case of Christine Schefﬂer, this comprises past service costs as a result of pension commitments granted during the year.

BENEFITS GRANTED in EUR thousand

Fixed compensation

Fringe beneﬁts 2

Total ﬁxed compensation Annual variable compensation 3 Multi-year variable compensation

Performance Share Plan (2019-2022)Performance Share Plan (2020-2023) 4

Total variable compensation Pension cost 5

Total compensation (GCGC)

Max Conze1

Chairman of the Executive Board (CEO) (member of the Executive Board until March 26, 2020)

2020

2020 (min.)

2020 (max.)

612.5

5.7

618.2

525.0

290.6

1,433.8

1 Max Conze left the Executive Board effective March 26, 2020; his employment contract ended effective May 31, 2020.
612.5
1,470.0
5.7
618.2
1,509.3
525.0
1,260.0
-
1,470.0
-
525.0
2,730.0
290.6
4,489.8
2 Includes lease payments for use of company car and insurance premiums
(excluding D&O). Max Conze's fringe beneﬁts in ﬁnancial year 2019 include additional beneﬁts for ﬂights home and relocation costs.
3 Max Conze received a pro rata, non-performance-based amount of
EUR 0.5 million as annual variable compensation (performance bonus) for ﬁnancial year 2020.
2019
39.3
250.5
4 There was no allocation under the 2020 Performance Share Plan; instead, the associated entitlement was satisﬁed in full with the severance payment.
5 Pension cost comprises service costs in accordance with IAS 19. The pension cost relates to ﬁnancial year 2020 as a whole.

BENEFITS GRANTED in EUR thousand

- -

Fixed compensation

Fringe beneﬁts 2

Total ﬁxed compensation Annual variable compensation 3 Multi-year variable compensation

Performance Share Plan (2019-2022) Performance Share Plan (2020-2023) 4

Total variable compensation Pension cost 5

Total compensation (GCGC)

Conrad Albert 1

Deputy Chairman of the Executive Board,

Group General Counsel

(member of the Executive Board until April 30, 2020)

2020

2020 (min.)

2020 (max.)

366.7

1,100.0

3.2

369.9

1,110.3

183.3

1,100.0

0.0

733.3

183.3

916.7

1,650.0

189.5

742.7

1,476.1

2,931.5

1 Conrad Albert left the Executive Board as of April 30, 2020. The termination of his employment contract also took effect on April 30, 2020.
2 Includes lease payments for use of company car and insurance premiums
(excluding D&O).
3 Conrad Albert received a pro rata, non-performance-based amount of
EUR 0.2 million as annual variable compensation (performance bonus) for ﬁnancial year 2020, although this is not due to be paid out until the end of April 2021.
4 An allocation under the 2020 Performance Share Plan was only made pro rata temporis for the period up to and including April 2020. The entitlement to an allocation for the period from May to December 2020 was satisﬁed in full with the severance payment.
550.0
5 Pension cost comprises service costs in accordance with IAS 19. The pension cost relates to ﬁnancial year 2020 as a whole.

BENEFITS GRANTED in EUR thousand

CFO and Executive Board Member Commerce (member of the Executive Board until March 31, 2019)

2020

2019

10.3

171.2

Dr. Jan Kemper1

2020 (min.)

2020 (max.)

2019

- -

245.0

9.5

254.5

- -

0.0 149.6

404.1

1 Dr. Jan Kemper left the Executive Board effective March 31, 2019; his employment contract also ended effective March 31, 2019. Dr. Jan Kemper's entitlement to the annual variable compensation (performance bonus) for ﬁnancial year 2019 was satisﬁed in full with the severance payment. The ﬁxed compensation and the fringe beneﬁts shown relate to January to March 2019; the pension cost relates to ﬁnancial year 2019 as a whole.
2 Includes lease payments for use of company car and insurance premiums
(excluding D&O). Dr. Jan Kemper's fringe beneﬁts include additional beneﬁts for ﬂights home and the maintenance of two households.
3 Pension cost comprises service costs in accordance with IAS 19.

BENEFITS GRANTED in EUR thousand

Executive Board Member Sales & Marketing

(member of the Executive Board until April 30, 2019)

2020

Sabine Eckhardt1

2020 (min.)

2020 (max.)

2019

- -

270.0

272.7

- -

0.0 133.1

405.8

1 Sabine Eckhardt left the Executive Board as of April 30, 2019. The termination of her employment contract also took effect on April 30, 2019. Sabine Eckhardt's entitlement to the annual variable compensation (performance bonus) for ﬁnancial year 2019 was satisﬁed in full with the severance payment. The ﬁxed compensation and the fringe beneﬁts shown relate to January to April 2019; the pension cost relates to ﬁnancial year 2019 as a whole.
2 Includes lease payments for use of company car and insurance premiums
(excluding D&O).
3 Pension cost comprises service costs in accordance with IAS 19.

BENEFITS GRANTED in EUR thousand

Fixed compensation

Fringe beneﬁts 2

Total ﬁxed compensation Annual variable compensation Multi-year variable compensation

Performance Share Plan

(2019-2022)

Total variable compensation Pension cost 3

Total compensation (GCGC)

Jan David Frouman1

Executive Board Member

2.7

(member of the Executive Board until February 28, 2019)

2020

2020 (min.)

2020 (max.)

2019

- -

142.5

2.1

144.6

66.7

810.0

- -

876.7 139.1

1,160.4

1 Jan David Frouman left the Executive Board effective February 28, 2019; his employment contract also ended effective February 28, 2019. Jan David Frouman received a pro rata, non-performance-based amount of EUR 66,667 as annual variable compensation (performance bonus) for ﬁnancial year 2019. The allocation from the Performance Share Plan 2019 was vested at 2/12 upon his departure.
2 Includes lease payments for use of company car and insurance premiums
(excluding D&O).
3 Pension cost comprises service costs in accordance with IAS 19.

For information on the termination agreements with Conrad

Albert and Max Conze, please refer to → "Notes on the compensation of departed Executive Board members" .

RECEIPTS IN ACCORDANCE WITH THE GCGC 2017

As the compensation granted to members of the Executive

Board for the ﬁnancial year is not always accompanied by a payment in the respective ﬁnancial year, a separate table - in accordance with the previous recommendation of the GCGC 2017 - shows the amount received by members of the Executive Board for work performed in the ﬁnancial year.

In line with the previous recommendations of the GCGC 2017, the ﬁxed compensation and annual variable compensation must be recognized as receipts for the respective ﬁnancial year.

According to the GCGC 2017, share-based payment is consid- ered to be received at the date and value relevant under Ger- man tax law.

Following the previous recommendations of the GCGC 2017, when disclosing receipts the pension cost in the sense of ser- vice cost according to IAS 19 equates to the contributions made, even though strictly speaking it is not an actual receipt.

POST-CONTRACTUAL NON-COMPETITION CLAUSE

A post-contractual non-competition clause was agreed for all Executive Board members covering one year following the ter- mination of the employment contract. For information relat- ing to agreements for departed Executive Board members, please refer to → "Notes on the compensation of departed Executive

Board members" .

If the post-contractual non-competition clause applies, Exec- utive Board members receive a monthly waiting allowance for the duration of the post-contractual non-competition agree- ment, which in each case amounts to 1/12 of 75% of the annual compensation amount most recently received. In order to deter- mine the waiting allowance, the sum of ﬁxed compensation, the performance bonus and, if applicable, additional multi-annual compensation components that have been granted are to be regarded as annual compensation. This calculation assumes a target achievement of 100% and a modiﬁer of 1 for the perfor- mance bonus and the allocated amount of multi-year compen- sation components or, if no annual allocation has been made, the pro rata allocated value attributable to one year of the plan term. Any income generated from work performed while the non-competition clause is in force is to be offset against in the waiting allowance - based on a one-year period - if it exceeds 50% of the annual compensation most recently obtained. The

Company may waive the non-competition clause before the end of the agreement.In this case, the Executive Board member is entitled to a waiting allowance only for the period between the end of the agreement and the end of a six-month period after the waiver has been received. Sections 74 ff. of the Ger-man Commercial Code also apply accordingly.

RECEIPTS in EUR thousand

Fixed compensation

Fringe beneﬁts 1

Total ﬁxed compensation

Annual variable compensation Multi-year variable compensation 2

Group Share Plan (2015-2018)3

Group Share Plan (2016-2019)4

Total variable compensation Pension cost 5

Total compensation (GCGC)

Fixed compensation

Fringe beneﬁts 1

Total ﬁxed compensation

Annual variable compensation Multi-year variable compensation 2

Group Share Plan (2015-2018)3

Group Share Plan (2016-2019)4

Total variable compensation Pension cost 5

Total compensation (GCGC)

→ Information
Rainer Beaujean	Member of the	Christine Schefﬂer 6	Max Conze7
Chairman of the	Executive Board & CEO	Member of the	Chairman of the
Executive Board & CFO	Seven.One Entertainment Group	Executive Board & CHRO	Executive Board (CEO)
(member of the Executive	(member of the Executive	(member of the Executive	(member of the Executive Board
Board since July 1, 2019)	Board since March 26, 2020)	Board since March 26, 2020)	until March 26, 2020)

Wolfgang Link 6

2020

2019

2020

2019

2020

2019

2020

1,295.0	600.0	480.0	612.5
26.5	6.2	1.5	5.7
1,321.5	606.2	481.5	618.2
777.0	360.0	288.0	525.0

-	-	-	-
-	-	-	-
777.0	360.0	288.0	525.0
193.4	127.2	103.2	290.6
2,291.9	1,093.4	872.7	1,433.8

Conrad Albert8 Deputy Chairman of the

Executive Board,

Group General Counsel (member of the Executive Board until April 30, 2020)

Dr. Jan Kemper9 CFO and Executive Board

Member Commerce (member of the Executive Board until March 31, 2019)

Sabine Eckhardt 10

Executive Board Member

Sales & Marketing

(member of the Executive Board until April 30, 2019)

Jan David Frouman 11

Executive Board Member (member of the Executive Board until February 28, 2019)

2020

2019

2020

2019

2020

2019

2020

366.7	-	-	-
3.2	-	-	-
369.9	-	-	-
183.3	-	-	-

-	-	-	-
233.1	-	-	-
416.4	-	-	-
189.5	-	-	-
975.8	-	-	-

2019

1,470.0

39.3 1,509.3 1,386.0

- - 1,386.0

250.5 3,145.8

2019

142.5

2.1 144.6 66.7

- - 66.7 139.1 350.4

1 Includes lease payments for use of company car and insurance premiums (excluding D&O). Rainer Beaujean's fringe beneﬁts include additional beneﬁts for ﬂights home. The ﬁgures for ﬁnancial year 2019 include additional beneﬁts for ﬂights home and relocation costs for Max Conze and for ﬂights home and the maintenance of two households for Dr. Jan Kemper.
2 In addition to compensation as a member of the Executive Board, Sabine Eckhardt was paid amounts from multi-year variable compensation in ﬁnancial year 2019 due to rights from the period before commencing her work as an Executive Board member.
3 The payment for the Group Share Plan 2015 includes an adjustment of the conversion factor for the performance share units granted (86%) measured in accordance with the terms and conditions of the plan with a share price as of the date the conversion factor was determined. No adjustments were made due to anti-dilution protection or an individual increase by the Supervisory Board.
4 The payment for the Group Share Plan 2016 includes an adjustment of the conversion factor for the performance share units granted (84%) measured in accordance with the terms and conditions of the plan with a share price as of the date the conversion factor was determined. No adjustments were made due to anti-dilution protection or an individual increase by the Supervisory Board.
5 Pension cost comprises service costs in accordance with IAS 19. In the case of Rainer Beaujean this comprises past service costs for 2019 and in the case of Wolfgang Link and Christine Schefﬂer for 2020 as a result of pension commitments granted during the year.
6 Wolfgang Link and Christine Schefﬂer were appointed as members of the Executive Board effective March 26, 2020; their employment contracts came into force as of
April 1, 2020.
7 Max Conze left the Executive Board effective March 26, 2020; his employment contract ended effective May 31, 2020. Max Conze received a pro rata, non-performance-based amount of EUR 0.5 million as annual variable compensation (performance bonus) for ﬁnancial year 2020. The pension cost relates to 2020 as a whole.
8 Conrad Albert left the Executive Board as of April 30, 2020. The termination of his employment contract also took effect on April 30, 2020. Conrad Albert received a pro rata, non-performance-based amount of EUR 0.2 million as annual variable compensation (performance bonus) for ﬁnancial year 2020, although this is not due to be paid out until the end of April 2021. The pension cost relates to 2020 as a whole.
9 Dr. Jan Kemper left the Executive Board effective March 31, 2019; his employment contract also ended effective March 31, 2019. Dr. Jan Kemper's entitlement to the annual variable compensation (performance bonus) for ﬁnancial year 2019 was satisﬁed in full with the severance payment. The pension cost relates to ﬁnancial year 2019 as a whole.
10 Sabine Eckhardt left the Executive Board as of April 30, 2019. The termination of her employment contract also took effect on April 30, 2019. Sabine Eckhardt's entitlement to the annual variable compensation (performance bonus) for ﬁnancial year 2019 was satisﬁed in full with the severance payment. The pension cost relates to ﬁnancial year 2019 as a whole.
11 Jan David Frouman left the Executive Board effective February 28, 2019; his employment contract also ended effective February 28, 2019. Jan David Frouman received a pro rata, non-performance-based amount of EUR 66,667 as annual variable compensation (performance bonus) for ﬁnancial year 2019.

The following table shows the net present value of compen- sation to be paid in connection with the post-contractual non-competition clause. This consists of the present value of the amounts that would be paid assuming that Executive Board members were to leave the Company at the end of the term of their respective current contracts and that the contractual beneﬁts received immediately before the termination of their contracts equal their most recent annual compensation. It can be assumed that actual compensation resulting from the post-contractual non-competition clause will differ from the amounts presented in this table. This depends on the exact date on which the employment contract is terminated and the level of compensation received on this date.

WAITING ALLOWANCE in EUR thousand

Net present value of

Duration of the contract	the waiting allowance1
Rainer Beaujean	30/06/2022	2,629.9
Wolfgang Link	31/03/2023	1,501.7
Christine Schefﬂer	31/03/2023	1,201.3
Total Group	5,332.9

1 The following discount rates according to IAS 19 were used for this calculation:

Rainer Beaujean -0.12%, Wolfgang Link -0.05% and Christine Schefﬂer -0.05%.

TOTAL COMPENSATION OF FORMER EXECUTIVE BOARD MEMBERS

Total compensation of EUR 9.5 million was paid to former mem- bers of the Executive Board in ﬁnancial year 2020 (previous year: EUR 9.1 million). This included the payment of 76,900 per- formance share units from the 2016 Group Share Plan in the amount of EUR 0.8 million (previous year: EUR 0.3 million) as well as the payments for Conrad Albert in connection with his departure in the amount of EUR 3.1 million and the correspond- ing payments for Max Conze of EUR 3.9 million, which were pay- able on the termination dates of April 30, 2020, and May 31, 2020, or were continued for the remaining term in the case of the contractual pension contributions or recognized as a provision in the case of the regulations on the Group Share Plan. In con- nection with his departure, it was agreed with Max Conze that his pension entitlements of EUR 0.9 million in total would be paid and therefore that all claims from the pension agreement would be settled. Both Conrad Albert and Max Conze agreed in their termination agreements that they could continue to use their company cars under the same conditions at the Compa- ny's expense until the end of December 31, 2020. The costs for the provision of company cars amount to EUR 0.01 million. In addition, pension beneﬁts of EUR 0.8 million (previous year: EUR 1.9 million) were paid to former Executive Board members.

As of December 31, 2020, pension provisions for former mem- bers of the Executive Board in accordance with IFRS amounted to EUR 27.9 million (previous year: EUR 26.6 million). The provi- sions for Conrad Albert and Max Conze are shown in the table on total compensation of the Executive Board under GAS 17.

PROVISIONS FOR PENSIONS

In ﬁnancial year 2020, pension provisions for active and former Executive Board members in accordance with IFRS increased by EUR 1.5 million in total (previous year: EUR 2.8 million). EUR 0.7 mil-lion of this amount is attributable to current service costs (previous

year: EUR 0.8 million), EUR 0.3 million is attributable to interest expenses (previous year: EUR 0.4 million), minus EUR 0.8 mil- lion is attributable to pension payments (previous year: minus

EUR 1.9 million), minus EUR 0.9 million is attributable to pension entitlement settlements (previous year: minus EUR 1.0 million), EUR 0.8 million is attributable to past service costs (previous year: EUR 0.2 million), EUR 0.2 million is attributable to settle- ment effects (previous year: EUR 0.3 million) and EUR 1.3 million is attributable to actuarial losses (previous year: actuarial losses of

EUR 4.0 million). Past service costs include pension contributions of EUR 0.2 million for Executive Board members who were newly appointed in the period under review (previous year: EUR 0.1 mil- lion) and deferred compensation of EUR 0.5 million (previous year: EUR 0.1 million). As of December 31, 2020, pension provi- sions for active and former Executive Board members totaled EUR 32.4 million (previous year: EUR 30.8 million).

D&O INSURANCE

Executive Board members are covered by group liability insur- ance (D&O insurance). This D&O insurance covers the personal liability risk should Executive Board members be made liable for ﬁnancial losses when exercising their professional functions for the Company. The insurance includes a deductible according to which an Executive Board member against whom a claim is made pays a total of at least 10% of the claim in each insured event, but not more than 150% of the respective ﬁxed annual compensation for all insurance events in one insurance year, and thus meets the requirements of Section 93 (2) sentence 3 of the German Stock Corporation Act (AktG). The relevant ﬁgure for calculating the deductible is the ﬁxed compensation in the calendar year in which the breach of duty occurred.

COMPENSATION PAID TO THE

SUPERVISORY BOARD

Structure and Components of Supervisory Board Compensation

The Supervisory Board's compensation is determined in the articles of incorporation of the Company.

Members of the Supervisory Board receive ﬁxed annual com- pensation 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 a

Supervisory Board committee receives additional ﬁxed annual compensation of EUR 30,000; the additional ﬁxed annual com- pensation for the chairman of the Audit and Finance Com- mittee 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 hon- orarium of EUR 2,000 for each meeting attended in person. For the chairman of the Supervisory Board, the meeting hon-orarium amounts to EUR 3,000 for each meeting attended in person. If multiple meetings are held on one day, the meeting honorarium is paid only once. No performance-based variable compensation is granted.

The current members of the Supervisory Board have declared to the Supervisory Board that they voluntarily undertake to each use 20% of their ﬁxed compensation granted on a yearly basis in accordance with article 14 (1) and (2) of the articles of incorporation (before deduction of taxes) in order to pur- chase shares in ProSiebenSat.1 Media SE every year, and to hold these for a period of four years which, however, shall not exceed the duration of their membership on the Supervisory Board of ProSiebenSat.1 Media SE; if they are re-elected, the obligation to hold these shares shall apply to their individual terms of ofﬁce.

With this self-commitment to invest in and hold ProSiebenSat.1 shares, the members of the Supervisory Board want to under-line their interest in the long-term, sustainable success of the Company.

The Supervisory Board members received the following com- pensation for ﬁnancial year 2020:

In addition to this ﬁxed annual compensation and meeting hon- oraria, the members of the Supervisory Board were reimbursed for all out-of-pocket expenses and value-added tax levied on their compensation and out-of-pocket expenses.

D&O insurance covers the personal liability risk should Board members be made liable for ﬁnancial losses when exercising their functions. No deductible has been agreed for members of the Supervisory Board.

Compensation or beneﬁts for services rendered in person, in particular for advisory and agency services, were not granted to Supervisory Board members in ﬁnancial year 2020. The

Company has granted no loans to members of the Supervisory Board.

COMPENSATION PAID TO THE SUPERVISORY BOARD FOR THE FINANCIAL YEAR 2020 in EUR thousand

Dr. Werner Brandt Chairman

Dr. Marion Helmes

Vice ChairwomanLawrence A. Aidem

Adam Cahan

Angelika Gifford 1

Erik Adrianus Hubertus HuggersMarjorie Kaplan

Dr. Antonella Mei-Pochtler 2

Ketan Mehta

Prof. Dr. Rolf Nonnenmacher

Total

2020

2019 2020

2019 2020 2019 2020

2019 2020

2019 2020 2019 2020

2019 2020 2019 2020 2019

1 Member of the Supervisory Board until January 13, 2020.

Member of the Supervisory Board since April 13, 2020.

PresidingFixed basic compensation

Committee compensation

250.0

30.0

250.0 150.0

30.0 30.0

150.0 100.0

30.0 7.5

100.0 100.0 100.0

3.6

7.5 0.0 0.0 0.0

100.0 100.0

0.0 0.0

100.0 100.0

0.0 7.5

- 100.0

100.0 71.6

4.2 4.2 - 7.5

100.0 100.0 100.0 1,075.2 1,100.0

7.5 0.0 0.0 86.7 79.2

Audit andFinance

Committee compensation

0.0

0.0 7.5

7.5 0.0

0.0 0.0 0.0 2.7

7.5 0.0

0.0 0.0

0.0 4.2 - 0.0

0.0 50.0 50.0 61.9 65.0

Compensation

Committee compensation

30.0

30.0 7.5

7.5 5.6

0.0 0.0 0.0 2.7

7.5 0.0

0.0 0.0

0.0 0.0 - 0.0

0.0 7.5 7.5 50.9 52.5

Meetinghonorarium for personal attendance

69.0

66.0 46.0

42.0 32.0

28.0 24.0 24.0 0.0

38.0 26.0

24.0 26.0

26.0 20.0

- 28.0

32.0 46.0 42.0 317.0 322.0

Total

379.0

376.0 241.0

237.0 145.1

135.5 124.0 124.0

4.1

153.0 126.0

124.0 133.5

130.2 100.0

- 135.5

139.5 203.5 199.5 1,591.7 1,618.7

TAKEOVER-RELATED DISCLOSURES1

As a publicly traded company whose voting shares are listed in an organized market as deﬁned by Section 2 (7) of the German Securities Acquisitions and Takeover Act (WpÜG), ProSiebenSat.1 Media SE is obliged to disclose the information stipulated in Section 315a (1) of the German Commercial Code (HGB) in the Group Management Report. The disclosures are intended to enable a third party interested in taking over a publicly traded company to inform itself about the company, its structure, and any obstacles to the takeover. In addition to these statutory disclosures, the following section also includes the related explanations in accordance with Section 176 (1) Sentence 1 of the German Stock Corporation Act (AktG) in conjunction with

Article 9 (1) lit. c) ii) SE Regulation.

COMPOSITION OF THE SUBSCRIBED CAPITAL

As of December 31, 2020, the share capital of ProSiebenSat.1 Media SE amounted to EUR 233,000,000. It is divided into 233,000,000 no-par registered common shares with a pro rata share in the share capital of EUR 1.00 per share. All shares entail the same rights and obligations. Each share in ProSiebenSat.1 Media SE grants one vote at the Annual General Meeting and an identical share in proﬁts. → Organization and Group Structure

As of December 31, 2020, the total number of treasury shares held by the Company was 6,771,747; this corresponds to 2.9% of the share capital. → Financial Performance of the Group

RESTRICTIONS AFFECTING VOTING RIGHTS OR THE TRANSFER OF SHARES, AND SHAREHOLDINGS THAT EXCEED 10% OF THE VOTING RIGHTS

The Executive Board has no information on any restrictions on the exercise of voting rights or the transferability of shares that go beyond the legal requirements of the law governing the capital market and the German Interstate Broadcasting Treaty (Rundfunkstaatsvertrag).

On the basis of the voting rights notiﬁcations according to Sec- tions 33 and 34 of the German Securities Trading Act (WpHG) received by the Company by December 31, 2020, there are no investments in the Company that exceed 10% of the voting rights.

1 This section is part of the audited Group Management Report.

To Our Shareholders

SHARES WITH SPECIAL RIGHTS THAT CONFER CONTROLLING POWERS AND VOTING CONTROL IF EMPLOYEES HOLD A CAPITAL SHARE

No shares with special rights that confer controlling powers have been issued.

There is no control over voting rights in the event that employ-ees hold a capital share of ProSiebenSat.1 Media SE and do not exercise their controlling rights directly.

APPOINTMENT AND REMOVAL OF EXECUTIVE BOARD MEMBERS

In accordance with Section 7 (1) Sentence 1 of the Company's articles of incorporation, the Executive Board of ProSiebenSat.1 Media SE comprises one or several people. The exact number is determined by the Supervisory Board in accordance with Sec-tion 7 (1) Sentence 2 of the articles of incorporation. Members of the Executive Board are in principal appointed and removed by the Supervisory Board in accordance with Article 39 (2) SE Regulation. In accordance with Section 7 (2) Sentence 1 of the articles of incorporation in conjunction with Article 46 SE

Regulation, Executive Board members are appointed for a maximum period of ﬁve years. Reappointments are permit- ted for a maximum of ﬁve years respectively. Executive Board members can be removed by the Supervisory Board prema- turely for major cause. The appointment and removal of Exec- utive Board members require a simple majority of the votes cast in the Supervisory Board. In the event of a tie, the vote of the Supervisory Board Chairman shall prevail (Article 12 (1) Sen- tence 3 of the Company's articles of incorporation). In urgent cases, the court shall appoint a member at the request of one of the parties involved if the Executive Board does not have the required number of members (Section 85 (1) Sentence 1 AktG in conjunction with Article 9 (1) lit. c) ii) SE Regulation).

AMENDMENTS OF THE ARTICLES OF INCORPORATION

The Annual General Meeting must decide on changes to the articles of incorporation (Article 59 (1) SE Regulation). In the case of ProSiebenSat.1 Media SE, a resolution by the Annual Gen- eral Meeting to change the articles of incorporation requires the simple majority of the votes cast if at least half of the share capital entitled to vote is represented when the resolution is being passed (Article 59 (2) SE Regulation, Section 51 Sentence 1 of the German SE Implementation Act (SEAG)). Otherwise, this requires a majority of two thirds of the votes cast (Sec- tion 59 (1) SE Regulation) unless the articles of incorporation or the law require a greater majority. For example, this is the case for changing the purpose of the Company (Section 179

(2) Sentence 1 AktG in conjunction with Article 59 (1) and (2) SE Regulation and Section 51 Sentence 2 of the German SE Imple- mentation Act) and creating Contingent Capital (Section 193 (1) Sentences 1 and 2 AktG in conjunction with Article 57 SE Regu- lation, Section 51 Sentence 2 of the German SE Implementation Act) or Authorized Capital (Section 202 (2) Sentences 2 and 3 AktG in conjunction with Article 57 SE Regulation, Section 51 Sentence 2 of the German SE Implementation Act) for which a majority of at least three quarters of the valid votes cast is required respectively. The Supervisory Board is authorized to pass amendments that relate solely to the wording of the arti- cles of incorporation (Section 179 (1) Sentence 2 AktG in con- junction with Article 9 (1) lit. c) ii) SE Regulation and Section 13 of the Company's articles of incorporation).

EXECUTIVE BOARD'S POWERS TO ISSUE OR REPURCHASE SHARES

In accordance with section 71 (1) no. 8 of the German Stock Cor- poration Act (AktG), the Annual General Meeting of June 12, 2019, authorized the Company, with the approval of the Supervisory Board, to acquire, in accordance with the more detailed con- ditions of the authorization, its treasury shares on or before

June 11, 2024, in the total amount of up to 10.0% of the Compa- ny'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 under exclusion of preemptive rights in the cases described in more detail in the authorization. Trea- sury shares may also be acquired using derivatives up to a total of 5.0% of the share capital on the date the authorization was granted or - if this ﬁgure is lower - on the date the authoriza- tion is exercised in accordance with the more detailed condi- tions of the authorization. No treasury shares were acquired in ﬁnancial year 2020.

By resolution of the Annual General Meeting of June 30, 2016, the Executive Board was authorized, subject to the consent of the Supervisory Board, to increase the share capital of ProSiebenSat.1 Media SE on one or more occasions on or before June 30, 2021, by not more than EUR 87,518,880 in return for contributions in cash and/or in kind by issuing new registered no-par value shares (Authorized Capital 2016). Following the capital increase in November 2016 resulting from the partial uti- lization of Authorized Capital in the amount of EUR 14,202,800, Authorized Capital 2016 currently amounts to EUR 73,316,080. Subject to the consent of the Supervisory Board, the Executive Board is also authorized to determine the further content of the share rights and the conditions of the share issue. Sharehold- ers generally have a legal preemptive right when new shares are issued.

By resolution of the Annual General Meeting of June 30, 2016, the Executive Board is also authorized, subject to the consent of the Supervisory Board, to issue bearer and/or registered convertible and/or warrant-linked bonds in the total nominal amount of up to EUR 1.5 billion with a limited or unlimited term, on one or more occasions on or before June 29, 2021, and to grant conversion or option rights to the holders or creditors of such bonds in order to acquire up to 21,879,720 new reg- istered no-par value shares in the Company in the pro rata amount of up to EUR 21,879,720 of the Company's share capital

To Our Shareholders

as speciﬁed in more detail in the terms and conditions of the bonds and/or to stipulate the corresponding conversion rights of the Company.

By resolution of the Annual General Meeting on June 30, 2016, 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 no-par value shares (Contingent Capital 2016).

The Contingent Capital increase serves to grant shares to hold- ers or creditors of convertible bonds in addition to holders of option rights attached to warrant-linked bonds to be issued 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 Com- pany either directly or indirectly holds the majority of votes and capital.

SIGNIFICANT AGREEMENTS OF THE COMPANY SUBJECT TO A CHANGE OF CONTROL

ProSiebenSat.1 Media SE concluded the following signiﬁcant agreements that entail regulations for the event of a change of control, which could result from a takeover bid:

ProSiebenSat.1 Media SE has an syndicated facilities agree- ment which, as of December 31, 2020, includes a term loan of EUR 2.1 billion and a revolving credit facility with an amount of EUR 750 million. In the event of a change of control over ProSiebenSat.1 Media SE due to the direct or indirect acqui- sition of more than 50% of the voting rights in ProSiebenSat.1 Media SE by a third party, the lenders are entitled to termi-nate their participation in the facility and to demand repay- ment of outstanding amounts allocable to them within a certain period after the change of control takes place.

→ Borrowings and Financing Structure

_ As of December 31, 2020, ProSiebenSat.1 Media SE also had outstanding notes of EUR 600 million maturing in April 2021. On December 11, 2020, ProSiebenSat.1 Media SE exercised its termination right under the terms and conditions of the notes and repayed the bond at nominal value (plus interest accrued up to this repayment date) on January 15, 2021. 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 and a negative rating event occurs following such a change of control, the note creditors would have been entitled to call in their notes and demand repayment. → Notes, note 33 "Notes on ﬁnancial risk management and ﬁnancial instruments"

In addition, ProSiebenSat.1 Media SE issued three 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 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, the lend- ers are entitled to call in their loan participation and demand repayment. → Borrowings and Financing Structure

_ In addition, some license agreements for ﬁlms, TV series and other programs that are important for the Company include regulations that, in the event of a change of control, entitle the provider of the program content to terminate the cor- responding license agreement prematurely. In the event of a change of control, individual format license agreements grant the contract partner the right to terminate the respec- tive agreement. In addition, individual contracts with cable network operators also grant the contract partner the right to terminate the respective agreements in the event of a change of control.

COMPANY'S COMPENSATION AGREEMENTS WITH EXECUTIVE BOARD MEMBERS OR EMPLOYEES FOR THE EVENT OF A CHANGE OF CONTROL

The employment contracts of Executive Board members con-tain a change of control clause in the event that, among other things, control over the Company is acquired by one or multi- ple third parties as deﬁned in Section 29 (2) and Section 30 of the German Securities Acquisitions and Takeover Act (WpÜG). More information can be found in the Compensation Report. In this case, under the current Executive Board employment contracts, which run until June 30, 2022 (Rainer Beaujean) and March 31, 2023 (Wolfgang Link and Christine Schefﬂer), the

Executive Board member has the right to terminate his or her employment contract up to and including September 30, 2021 with three months' notice and resign if the change of control signiﬁcantly impairs the position of the Executive Board. On effective exercise of the right to terminate, the Executive Board member shall receive a cash severance payment equating to up to three - two in the case of Wolfgang Link and Christine Schefﬂer - years' compensation, but no more than the compen- sation for the remaining term of the Executive Board employ-ment agreement. → Compensation Report

Apart from that, the employment contracts of ProSiebenSat.1 Media SE employees only rarely include change of control clauses.

To Our Shareholders

PROSIEBENSAT.1 MEDIA SE SHARE

PROSIEBENSAT.1 MEDIA SE ON THE CAPITAL MARKET

The COVID-19 pandemic is having a global impact on economic development, and there are also far-reaching consequences in Germany. Governments and central banks have provided billions in aid to mitigate the inestimable effects of the pan- demic. Against this backdrop, the capital markets were also characterized by sharp ups and downs in 2020.

The rising infection rates and associated restrictions on public and economic life led to a sharp downturn in the German stock market in spring 2020. In March, the DAX alone lost more than a third of its value versus the end of 2019. As the year progressed, the stock markets recovered, and when an economic stimu- lus package for Germany was announced at the beginning of June, the DAX was only three percentage points below the 2019 closing price. After comparatively stable development in the summer months, share prices nevertheless declined again in the face of concern over rapidly rising COVID-19 infection rates; in particular, the announcement of a "partial lockdown" at the end of October led to a fall in prices on the German stock market. In November and December, stock values trended signiﬁcantly upward again. The approval of a vaccine against the COVID-19 virus inspires hope for an improvement in mac-roeconomic development in the months to come.

The DAX closed 2020 up 3.5% compared to the end of the pre- vious year, while the MDAX was up by as much as 8.8%. On

PROSIEBENSAT.1 MEDIA SE SHARE PRICE PERFORMANCE

140 120 100 80 60 40

the other hand, the relevant sector index for European media stocks, the EURO STOXX Media, which also includes other types of media apart from TV companies, was down at the end of the year (- 2.3% compared to December 31, 2019). In Spain, Italy and France in particular, TV companies' share values fell consider- ably short of the previous year due to the pandemic's effects on advertising revenues.

As a broadly diversiﬁed media company, ProSiebenSat.1 Group navigated the crisis better than many of its competitors.

Although the reduction in our advertising revenues in the ﬁrst nine months was average among the competition, Group reve- nues declined less sharply than at most peer companies in light of the partly signiﬁcantly positive development in other busi- ness areas. Our diversiﬁcation strategy has paid off. At the same time, the change on ProSiebenSat.1 Group's Executive Board at the end of March has made us more focused and synergis- tic. Against this backdrop, the ProSiebenSat.1 share price also rose signiﬁcantly during the second half of the year and closed the ﬁnal trading day of 2020 close to the previous year's level at EUR 13.76 (previous year: EUR 13.91). Thus, the share ended the 2020 stock market year weaker overall than the DAX and MDAX benchmark indices, but signiﬁcantly better than the interna- tional benchmark companies, whose share price was almost 13% below the closing price of the previous year.

Since the end of 2020, the share price of ProSiebenSat.1 Media SE has continued to develop positively up to the eve of the date of the audit opinion on February 24, 2021, and has recorded an

December 2019

December 2020

February 2020

April 2020

June 2020

August 2020

October 2020

February 2021

ProSiebenSat.1 Media SE

Euro Stoxx Media

DAX

MDAX

FTA Broadcasters

Base: Xetra closing prices, Index 100 = Last trading day 2019; Source: Reuters.

KEY FIGURES FOR THE PROSIEBENSAT.1 MEDIA SE SHARE IN A MULTI-YEAR COMPARISON

1 2

2020	2019	2018	2016
Share capital at closing date	EUR	233,000,000	233,000,000	233,000,000	233,000,000	233,000,000
Number of shares as of closing date 1	Shares	233,000,000	233,000,000	233,000,000	233,000,000	233,000,000
Free ﬂoat market capitalization at end of ﬁnancial year
(according to Deutsche Börse)	EUR m	78.31	2,900	3,734	6,502	8,149
Close at end of ﬁnancial year (XETRA)	EUR	13.76	13.91	15.55	28.71	36.61
High (XETRA)	EUR	14.04	16.58	32.78	41.51	48.66
Low (XETRA)	EUR	5.89	10.76	15.16	24.28	31.80
Dividend per entitled share	EUR	-/- 2	0.0 3	1.19	1.93	1.90
Total dividend	EUR m	-/- 2	03	269	442	435
Adjusted earnings per share	EUR	0.98	1.71	2.36	2.40 4	2.47 4
Adjusted net income5	EUR m	221	387	541	550	536
Weighted average number of shares issued	Shares	226,147,133	226,088,493	228,702,815	228,854,304	216,755,645
Dividend yield per share on basis of closing price	%	-/- 2	0.0 3	7.7	6.7	5.2
Million
Total XETRA trading volume	shares	462.3	377.8	357.4	348.0	231.2
Including treasury shares.
Dividend proposal, please refer to Company Outlook.

2017

3 At the Annual General Meeting on June 10, 2020, the shareholders of ProSiebenSat.1 Media SE agreed to the Executive Board's and Supervisory Board's proposal to carry forward the full amount of the balance sheet proﬁts of ﬁnancial year 2019 to the new accounting period. This measure was part of stringent ﬁnancial management in an environment affected by COVID-19. The Group thus secured additional liquidity of EUR 192 million, which was originally earmarked for the dividend distribution.
4 For the ﬁnancial year 2017, basic earnings per share were determined on the basis of adjusted net income from continuing operations. For reasons of comparison, the previous year's ﬁgure 2016 has been adjusted accordingly (previously: EUR 2.37). Further information on reporting and accounting policies is contained in the Strategy and Management System section of the Annual Report.
5 Underlying net income renamed as adjusted net income since January 1, 2018.

increase of 25.5% up to EUR 17.27. Our share price performance thus signiﬁcantly outperformed the German DAX and MDAX indices, which also developed positively, but more weakly, by 1.9% and 3.1% respectively compared to the end of 2020. The share price performance of the international peer companies was also lower than the increase in ProsiebenSat.1 shares, at 12.3%.

The ad-hoc disclosure of January 21, 2021 contributed to the good performance of the ProSiebenSat.1 share: After a strong fourth quarter of 2020, the Group informed the capital market that it had signiﬁcantly exceeded its most recently published revenue and earnings expectations. In response to the positive business ﬁgures, most analysts raised their price target and strengthened their conﬁdence in the share. Thus, the average target price (median) was EUR 16.25 on February 24, 2021, on the eve of the date of the audit opinion. In addition, the suc- cessful IPO of Bumble, a US dating platform, gave the share a positive impulse; the ProSiebenSat.1 Group is also planning to list its dating segment on the stock exchange.

At the end of the year, the value was still EUR 14.00. 63% of analysts recommended the share as a buy, while 26% were in favor of holding it and 11% issued a sell recommendation. At the end of the reporting period, a total of 19 brokerage houses and ﬁnancial institutions actively valued ProSiebenSat.1 Media SE's share and published research reports.

SHAREHOLDER STRUCTURE OF PROSIEBENSAT.1 MEDIA SE

ProSiebenSat.1 Media SE's shares are mostly held by institu- tional investors in the US and Europe. The largest individual

shareholder as of December 31, 2020 is Czech Media Invest, a.s., Prague, Czech Republic ("CMI"), which according to the voting rights notiﬁcation dated June 9, 2020 holds 9.8% of the shares via its investment company RUBY Equity Investment S.à r.l., Luxembourg, Luxembourg ("RUBY"). Mediaset S.p.A., Milan, Italy, and Mediaset España Comunicación, S.A., Madrid, Spain, hold shares together, which, according to the voting rights notiﬁcation dated June 15, 2020, consist of 8.9% of shares with voting rights and 15.2% of instruments within the meaning of Section 38 (1) No. 1 and No. 2 of the German Securities Trading Act (WpHG). According to the voting rights notiﬁcation dated June 22, 2020, another major investor was Kohlberg Kravis Roberts & Co. L.P., New York City, USA ("KKR"), with a voting rights share of 6.6% on December 31, 2020.

In total, 78.3% of ProSiebenSat.1 shares were held in free ﬂoat as of December 31, 2020 (December 31, 2019: 89.7%); this includes 24.7% that were held by private shareholders (December 31, 2019: 24.0%). 9.8% were held by CMI, and 8.9% were held by Mediaset. The remaining 2.9% were held by the ProSiebenSat.1 Group (December 31, 2019: 2.9%).

According to the voting rights notiﬁcation of January 14, 2021,

KKR still holds 0.3% of shares in ProSiebenSat.1 Media SE; the ﬁnancial investor sold 11 million shares on January 12, 2021.

Mediaset, on the other hand, has increased its holdings through the exercise of instruments. The group acquired an additional 3.4% and now holds a total of 12.4% of shares with voting rights and 11.2% of voting rights from instruments, according to a vot- ing rights notiﬁcation dated January 21, 2021. CMI reduced its shareholding by 5.0% according to voting rights notiﬁcations of January 29, 2021 and February 17, 2021 and now holds a share of

4.8%. As of February 24, 2021, the eve of the audit opinion, the free ﬂoat therefore amounted to 79.9%.

ANNUAL GENERAL MEETING FOR THE FINANCIAL YEAR 2019

The Annual General Meeting of ProSiebenSat.1 Media SE for ﬁnancial year 2019 was held as a virtual event on June 10, 2020.

The event was held without the physical presence of the share- holders or their proxies in compliance with the COVID-19 Act passed by the German legislator 1.

The Group livestreamed the public part of the Annual Gen- eral Meeting on the company's website. As in the past, the

Executive Board and Supervisory Board faced the sharehold- ers' questions. The discussion itself took place via the online shareholder portal for which shareholders could register. Prior to the Annual General Meeting, the shareholders had submit- ted a total of 115 questions, some of which comprised several separate questions.

All proposed resolutions requiring approval were accepted by a clear majority: The shareholders agreed to the Executive Board's and Supervisory Board's proposal to carry forward the full amount of the balance sheet proﬁts to the new account- ing period and thus to not pay out a dividend for ﬁnancial year

2019. This measure secured the Group additional liquidity of

EUR 192 million, which was originally intended for the dividend distribution, in the uncertain environment caused by COVID-

19. At the same time, the Group conﬁrmed its current dividend policy. The general aim is a payout ratio of 50% of the Group's adjusted net income. In another agenda item, the Annual Gen- eral Meeting elected Dr. Antonella Mei-Pochtler as a new Super- visory Board member by a clear majority. Antonella Mei-Pocht- ler is an independent entrepreneur as well as senior advisor at the Boston Consulting Group and special advisor to the Aus- trian Chancellor. She was already appointed as a member of the Supervisory Board by court order with effect from April 13, 2020, taking over from Angelika Gifford, who had resigned with effect from January 13, 2020. In addition, the Annual General Meet- ing granted discharge to the Executive Board and Supervisory

Board for ﬁnancial year 2019 by a clear majority.

CAPITAL MARKET COMMUNICATION

In 2020, we again provided investors, analysts and private shareholders with extensive information about the Compa- ny's economic performance at numerous meetings, includ- ing roadshows and conferences. As a result of the COVID-19 pandemic, dialog mostly took place virtually after March 2020.

Key points under discussion - besides the business perfor- mance of ProSiebenSat.1 and the impact of the pandemic - were the Group's portfolio changes. Investors also focused increas-ingly on ESG (environment, social, governance) issues.

All relevant company information is published on the website atwww.ProSiebenSat1.comin German and English in due time and on an ad hoc basis if necessary. In addition, the Group provides capital market participants with audio recordings on the quarterly reporting; these can be found at →https://ww w.prosiebensat1.com/ en/investor-relations/publications/results .

ESG RATINGS

We are aware of our corporate and social responsibility and see it as a holistic challenge. For ProSiebenSat.1 Group, suc- cess does not only mean increasing the economic results of the Group in the long term. For us, success also means consis- tently developing the Group's sustainability performance and non-ﬁnancial performance indicators. In doing so, we have a special responsibility as a media group: We want to portray a cosmopolitan and democratic society and promote it above all through our programs.

Since March 2020, the ProSiebenSat.1 share has been part of the DAX® 50 ESG. This index tracks the performance of the 50 largest, most liquid German market stocks that are deemed to be particularly sustainable. The stocks are assessed according to standardized ESG criteria in accordance with the Global Stan- dards Screening. ProSiebenSat.1's non-ﬁnancial performance in the environmental, social and governance ﬁelds is analyzed by various rating agencies. In 2020, we were assessed as part of the ESG ratings by ISS, MSCI and Sustainalytics, among others.

We are continuously working to further develop the Group's sustainability strategy, improve the non-ﬁnancial key ﬁgures and increase transparency towards our stakeholders. Against this background, the Supervisory Board has commissioned Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft to audit the content of the Combined Separate Non-Financial Report in order to obtain reasonable assurance regarding the legally required disclosures pursuant to §§ 315b, 315c in con- junction with 289b to 289e of the German Commercial Code

(HGB). → Sustainability

1 German Act Concerning Measures Under the Law of Companies, Cooperative Societies, Associations, Foundations and Commonhold Property to Combat the Effects of the COVID-19 Pandemic of March 27, 2020.

GROUP MANAGEMENT REPORT

50 Compensation Report 1
68 Takeover-Related Disclosures 1
75 OUR GOUP: BASIC PRINCIPLES
75 Overall Assessment from the Management's View: Our Group
75 Organization and Group Structure
79 Strategy and Management System
84 REPORT ON THE ECONOMIC POSITION:
THE FINANCIAL YEAR 2020
84 Overall Assessment from the
Management's View: Impact of General
Conditions on Business Performance
84 Group Environment
90 Comparison of Actual and Projected Business Performance for the Group
92 Signiﬁcant Events and Changes in the Scope of Consolidation
94 Group Earnings
99 Financial Performance of the Group
101 Group Financial Position and Liquidity
1 This section is part of the audited Group Management Report.
It is included in the "To Our Shareholders" section of this Annual Report.

105 RISK AND OPPORTUNITY REPORT
105 Overall Assessment from the
Management's View: Risk and
Opportunity Situation
105 Risk Report
113 Opportunity Report
116 OUTLOOK
116 Overall Assessment from the
Management's View: Forecast for 2021
116 Future Business and Industry Environment
118 Company Outlook

OVERALL ASSESSMENT FROM THE MANAGEMENT'S VIEW: OUR GROUP

2020 was an exceptionally difﬁcult year for the world. Despite the COVID-19 pandemic, how- ever, we at ProSiebenSat.1 laid important foundations for our future. We focused on pursuing our strategy in all segments and making ProSiebenSat.1 even more synergetic and cost- efﬁcient. At the same time, we are concentrating on proﬁtable growth as well as the mid-term improvement of our P7S1 ROCE (return on capital employed) to over 15%. We are also advancing the restructuring of our Group with the launch of the umbrella brand Seven.One Entertainment

Group and the formation of our ParshipMeet Group. While the dating business is clearly helping us to diversify, we are focusing on our core expertise in the entertainment industry. We bundle our investment areas in the Commerce & Ventures segment, while using our media reach to build up digital companies into leading consumer brands. Active, Group-wide portfolio management is part of this, including value-creating acquisitions as well as the option of parting with companies that no longer ﬁt into our Group strategy.

ORGANIZATION AND GROUP STRUCTURE

BUSINESS ACTIVITIES AND SEGMENTS

Corporate Proﬁle and Business Activities

ProSiebenSat.1 Group is one of the most diversiﬁed media groups in Europe. With our 15 free and pay TV stations in Ger- many, Austria, and Switzerland, we address various target groups and reach over 60 million people a month in our core market of Germany. We also have a wide-reaching and com- plementary digital portfolio. Via the advertising-ﬁnanced sta- tion websites among others, we reach around 33 million unique users a month in the German market.

Meanwhile, it is a long time since ProSiebenSat.1 was merely a media company. We use our millions-strong reach and exper- tise in the entertainment business, to establish leading brands in other industries and to tap into digital revenue markets.

At the end of 2020, our business was based on four segments:

Seven.One Entertainment Group, our international program production and sales subsidiary Red Arrow Studios, and a large commerce portfolio under the umbrella of NuCom

Group. NuCom Group is active in the ﬁelds of consumer advice, experiences, as well as beauty & lifestyle and is thus focused on brands that especially beneﬁt from video advertising. With ParshipMeet Group we established another segment in 2020.

ParshipMeet Group is a leading global player in the dating

market and underscores our position as a growth partner for digital businesses.

ProSiebenSat.1 has around 7,100 employees, who are driving the diversiﬁcation and digital transformation of the entire Group with great commitment. ProSiebenSat.1 Media SE, headquartered in Munich-Unterföhring, is a listed stock corporation.

Segments and Brand Portfolio

Seven.One Entertainment Group builds the base of our com- pany. At the same time, in ﬁnancial year 2020 ProSiebenSat.1

Group intensiﬁed the mutual exchange with ParshipMeet Group, NuCom Group and Red Arrow Studios segments.

→ Strategy and Management System → Signiﬁcant Events and Changes in the Scope of Consolidation

Seven.One Entertainment Group. Seven.One Entertainment Group includes our free TV stations and digital platforms as well as their sales and distribution in Germany, Austria and Switzerland. In Germany, the station family comprising SAT.1, ProSieben, Kabel Eins, sixx, SAT.1 Gold, ProSieben MAXX, and Kabel Eins Doku leads both the audience and the TV adver- tising market. At the same time, the Group is boosting the reach of its digital portfolio and is continuing to expand its range of usage options - such as via the station websites or

the streaming platform Joyn GmbH ("Joyn"). The aim is to reach various audience groups and to supply people with suitable video content regardless of time, location or device.

→ Strategy and Management System

The Group is also driving sales innovation. In this context,

ProSiebenSat.1 is investing in ﬁelds such as AdTech and data in order to reach target groups more and more precisely. The

Group is continuously developing new forms of advertising and designing campaigns that incorporate various platforms and communication channels based on the leading medium, TV.

One example from 2020 is the hit show "The Masked Singer". Here, we implemented extensive 360-degree campaigns, from the TV format to our digital offerings such as the ProSieben app and to retail merchandising. → Research & Development → Opportunity Report

ProSiebenSat.1 beneﬁts from this media mix in both the adver- tising market and the audience market: Through a multimedia approach, we offer our advertising customers a cross-media marketing portfolio, ensure the relevance of TV content even among young target groups, and boost viewer retention. With its subsidiaries Seven.One Media GmbH ("Seven.One Media") and Seven.One AdFactory GmbH ("Seven.One AdFactory"),

the Group supports advertising customers and agencies from ﬁnding ideas to conception and implementation.

ParshipMeet Group: In recent years, ProSiebenSat.1 has estab- lished Parship Group as a proﬁtably growing platform opera- tor in the online matchmaking sector, which alongside Parship in the German-speaking countries and Benelux also operates ElitePartner and is present in the US with eharmony. The Meet Group has complemented this portfolio since September 2020, providing synergy in terms of both content and geography.

The Meet Group owns US brands such as MeetMe and Tagged

and Lovoo in the German-speaking region. → Signiﬁcant Events and

Changes in the Scope of Consolidation

The merger led to the creation of the ParshipMeet Group, a leading international player that covers the whole spectrum of dating, including social dating via video, social entertainment, and online matchmaking on the basis of scientiﬁc processes.

This broad positioning distinguishes ParshipMeet Group from its competitors. At the same time, the revenue model is very diversiﬁed and comprises both long- and short-term subscrip- tion models as well as additional monetization options such as in-app purchases and advertising.

NuCom Group: In partnership with General Atlantic PD GmbH ("General Atlantic"), ProSiebenSat.1 Group bundles its com- merce business in NCG - NUCOM GROUP SE ("NuCom Group"). NuCom Group's portfolio predominantly comprises digital com- merce platforms that beneﬁt from TV advertising and is divided into three parts: Consumer advice (e.g. Verivox), experiences (Jochen Schweizer mydays Group) and beauty & lifestyle (e.g.

Flaconi). NuCom Group makes an important contribution to the expansion of digital revenue sources, beneﬁts from the synergies with the entertainment business and simultaneously increases the Group's independence from the TV advertising market. The Group thus acts as a growth investor for young digital companies.

Red Arrow Studios: ProSiebenSat.1's international program pro- duction and distribution business is pooled under the umbrella brand Red Arrow Studios GmbH ("Red Arrow Studios"). This consists of international production companies, including the German Redseven Entertainment GmbH ("Redseven Enter- tainment"), the global ﬁlm and TV distribution companies Red Arrow Studios International and Gravitas Ventures, and the digi- tal studio Studio71. With Redseven Entertainment and Studio71,

PROSIEBENSAT.1 GROUP SEGMENTS IN FINANCIAL YEAR 2020

Red Arrow is also increasingly focussing on the German pro- duction business and is thus intensifying the mutual exchange with the entertainment business. → Strategy and Management System

Red Arrow Studios' programming ranges from entertain- ment, reality and factual formats to TV series, TV movies and digital content, thus covering all major genres. Formats such as "The Taste", "Married at First Sight" and "Germany's next Topmodel" are produced in Germany by Redseven Enter- tainment and make a key contribution to the ProSiebenSat.1 station family's brand proﬁling.

From January 1, 2021 onwards, ProSiebenSat.1 Group's three reporting segments are Entertainment, Dating and Commerce & Ventures, continuing the consistent structuring of the Group according to synergies and value creation. In this context, Red Arrow Studios' production and distribution busi- ness, as well as the digital studio Studio71, is integrated into the

Entertainment segment (formerly: Seven.One Entertainment

Group). ProSiebenSat.1 thus recognizes the strategic afﬁnity of the two businesses, as Red Arrow Studios is focusing in par- ticular on producing more content for the Group's entertain- ment platforms. Since the core competencies and the com- plete value chain of the entertainment business are therefore represented in the Entertainment segment, less enter- tainment-related business models such as the investment arm SevenVentures are now reported in the new Commerce & Ventures segment. The companies of NuCom Group are also contained in this newly formed segment. In this way, the Group's minority and majority investment areas, which ProSiebenSat.1 establishes with media services and sup- port and which thus contribute to the Group's growth strat-egy, are bundled here. At the same time, synergies between the two segments and the resulting value creation can be highlighted. The Dating segment (formerly: ParshipMeet Group) is unchanged compared to the end of 2020.

RESEGMENTATION OF PROSIEBENSAT.1 GROUP AS OF JANUARY 1, 2021

CORPORATE STRUCTURE AND INVESTMENTS

The economic development of ProSiebenSat.1 Group is deter- mined primarily by the subsidiaries, held both directly and indi- rectly. ProSiebenSat.1 Media SE is the ultimate parent company of the Group. In this function, its tasks include central ﬁnanc- ing, Group risk management and the ongoing development of the corporate strategy. These Consolidated Financial State- ments include ProSiebenSat.1 Media SE and all signiﬁcant subsidiaries - meaning entities in which ProSiebenSat.1 Media SE directly or indirectly holds a majority of voting rights, or whose relevant activities it is otherwise able to control. → Notes, note 4

"Scope of consolidation"

The Group has an integrated portfolio that is also reﬂected in the investment structure. For example, ProSiebenSat.1 Media SE holds 100.0 % of the shares in Seven.One Entertainment Group (formerly: ProSiebenSat.1 TV Deutschland GmbH). The free TV stations of ProSiebenSat.1 Group and the pay TV channels ("Seven.One Pay TV") and digital offerings (e.g. Joyn) work under its umbrella. ProSiebenSat.1 Media SE also indi- rectly holds a 100.0 % stake in the sales companies Seven.

One Media and Seven.One AdFactory. This results in advantages with regard to the stations' programming and the sales of advertising time. The global ﬁlm and TV distribution companies and the international television production companies both belong to Red Arrow Studios as a wholly owned subsidiary of ProSiebenSat.1 Media SE.

→ Business Activities and Segments → Strategy and Objectives → Signiﬁcant Events and Changes in the Scope of Consolidation

i A detailed overview of the shareholding structure in ProSiebenSat.1 Group can be found in → Notes, note 40 "List of subsidiaries and associated companies of ProSiebenSat.1 Group pursuant to section 313 (2) of the German Commercial Code (HGB)" .
i The management declaration in accordance with sections
289f, 315d HGB is published in the Annual Report and on the
Company's website.

STRATEGY AND MANAGEMENT SYSTEM

STRATEGY AND OBJECTIVES

Digitalization has as rapidly transformed the media sector: Tele- vision content can be accessed regardless of time, location or device, which means media use and media consumption are also becoming increasingly digital. At the same time, TV sales is beneﬁting from technologies such as "Hybrid Broad- cast Broadband TV" (HbbTV), which make it possible to broad-cast TV advertising to internet-connected devices in real time and address target groups precisely. Furthermore, the digital transformation is also accelerating in many consumer markets in which ProSiebenSat.1 Group operates and is pushing the use of online offerings forward. In 2020, this trend was ampliﬁed not least by the COVID-19 pandemic. This also applies to the use of online videos in non-entertainment sectors, such as online dating, which is growing in importance as a result of increas- ing digitalization and opening additional networking potential to us. → Organization and Group Structure

For ProSiebenSat.1 Group, various opportunities are arising from changing market environments. We use these consistently in all business areas in order to grow sustainably and to exploit our high potential for synergy. With the launch of the umbrella brand Seven.One Entertainment Group and the formation of our ParshipMeet Group, we are driving the restructuring of the Group forward. While the dating business clearly supports us in diversiﬁcation, we are focusing on our core competencies in the entertainment business: We are driving local content and digital innovations, expanding our reach and monetize it more.

In the Commerce & Ventures area, we combine our investment areas and at the same time build digital companies into leading consumer brands through our media reach. This Group-wide active portfolio management, which includes value-creating acquisitions as well as the option of the disposal of companies that no longer contribute to our Group strategy. Overall, we are focusing on achieving even greater synergies within the Group. In doing so, the Group aims to achieve proﬁtable growth with a clear focus on earnings in all three segments and the mid-term aim is to improve our P7S1 ROCE (return on capital employed) target to over 15%. → Company Outlook

In order to accelerate our Company's proﬁtability, diversiﬁcation and synergies, ProSiebenSat.1 has been set up into the three segments Entertainment, Dating and Commerce & Ventures since January 2021.

With the Seven.One Entertainment Group, the Entertainment segment focuses on the core markets of Germany, Austria and Switzerland. The platform-independent Entertainment segment unites the Group's station brands with the content, distribution and sales business. This allows us to focus even more strongly on the production of local, relevant and live con- tent as well as its digital distribution and monetization. For the production of our content, the production business of Red

Arrow Studios and Studio71 is particularly important; both areas are now also integrated into this segment. At the same time, the digital expansion of our TV content plays a signiﬁcant strategic

role. Supported by the megatrend of advertising-ﬁnanced vid- eo-on-demand, additional distribution channels offer greater total reach for our offerings and thus additional opportunities for monetization. By that, we create a proﬁtable entertainment business and the foundation for growth in our other business areas. In this way, we are promoting our diversiﬁcation with our own power, in particular. This means that we are using the strength of our entertainment business and our high adver- tising reach to establish and build on consumer-oriented digi-tal platforms and to develop this portfolio in an active and val- ue-creating manner with acquisitions and disposals. → Business Activities and Segments → Opportunity Report

This is also how ParshipMeet Group was created, which forms the Dating segment. The establishment of a predominantly

German-speaking portfolio around the online matchmaking business and the increase in brand awareness through the use of TV advertising were followed by value-enhancing acquisi- tions with a focus on the US. By that, we created a leading global player in the dating segment, whose offerings range from online matchmaking and dating to social entertainment. ParshipMeet Group operates in an attractive market environ- ment, has diversiﬁed revenues from subscription models and advertising and addresses a broad target group over a large geographical area. In addition, ProSiebenSat.1 not only expects potential synergy within ParshipMeet Group but is also working on mutual exchange with the entertainment business, partic- ularly driven by the trend toward video offerings in the dating business. Accordingly, the segment will provide signiﬁcant sup- port for the Group's future growth. ProSiebenSat.1 will therefore continue to hold a majority stake in the company in the partial

IPO of the ParshipMeet Group planned for 2022.

In our third segment, Commerce & Ventures, we bundle

ProSiebenSat.1 Group's growing businesses, which we are build- ing up and promoting with media services. In the beginning of our value chain stands our investment arm SevenVentures, to which ProSiebenSat.1 Accelerator also belongs. Through this, we use our TV reach to help young companies to increase their brand awareness in the shortest possible time through media-for-revenue or media-for-equity deals. In addition to the resulting minority investments, we also develop majority investments in NuCom Group into leading digital companies in consumer-oriented markets. Our maxim is as follows: as soon as a company has completed the ﬁrst phases of growth and is facing the next stages of development, we examine whether ProSiebenSat.1 is still the best owner. If a business no longer has a strong afﬁnity with TV advertising or growth prospects can be better implemented with a different owner, we can sell these well-developed commerce brands to a more suitable owner.

In the interests of a focused Group structure, ProSiebenSat.1

concentrates on investments that synergize strongly with the entertainment business. In this strategy, it is crucial that every part of the Group contributes to increasing the value of the entire Group and that the businesses complement each other.

PLANNING AND MANAGEMENT

ProSiebenSat.1 Group's management system based on key ﬁgures forms the basis for all of the Company's economic and strategic decisions. Company-speciﬁc performance indicators are derived from the Group's strategy and cover both ﬁnancial and non-ﬁnancial aspects. They are planned and managed cen- trally by the Executive Board of ProSiebenSat.1 Media SE. The planning and management process is complemented by the monitoring of key ﬁgures on the basis of regularly updated data.

This also includes the assessment of developments as part of opportunity and risk management. → Risk and Opportunity Report

Intragroup Management System

The performance indicators speciﬁc to ProSiebenSat.1 Group are aligned to the interests of the capital providers and cover ﬁnancial planning as well as aspects of comprehensive reve- nue and earnings management.

OVERVIEW OF MOST IMPORTANT PERFORMANCE INDICATORS AS OF DECEMBER 31, 2020

MOST IMPORTANT NON-FINANCIAL PERFORMANCE INDICATORS

Seven.One Entertainment Group segment _ audience shares

MOST IMPORTANT FINANCIAL PERFORMANCE INDICATORS

Group

_ revenues
_ adjusted EBITDA
_ adjusted net income
_ P7S1 ROCE
_ leverage ratio
_ free cash ﬂow before M&A

Segments _ external revenues _ adjusted EBITDA

Most important non-ﬁnancial performance indicators: The development of audience shares is an important criterion in programming and media planning in the advertising-ﬁnanced TV business. In addition, this data is used as a benchmark for the calculation of advertising time prices: They indicate the number of potential customers a broadcast is able to reach. In this context, audience market shares in access and prime time are increasingly coming into focus, as prime time from 8:15 p.m.

to 11 p.m. in particular represents the main advertising period.

→ Development of ProSiebenSat.1 Group's Relevant Market Environments

In Germany, T V usage data is collected by GfK Fernsehforschung on behalf of AGF Videoforschung GmbH ("AGF"). ProSiebenSat.1 Group analyses viewer ratings that have been empirically col- lected by the institutions on a daily basis. In addition to this data on linear TV consumption, we also analyze digital reach ﬁgures and KPIs relating to our databased business models. One exam- ple of this is the measured data from HbbTV. → Opportunity Report

Most important ﬁnancial performance indicators: Revenues, adjusted EBITDA, adjusted net income and P7S1 ROCE (return on capital employed) are the central key ﬁgures used to man- age proﬁtability. A primary objective is to increase the above earnings ﬁgures through continuous revenue growth in all seg- ments. The business units operate mainly as proﬁt centers.

This means that they act with full responsibility for revenues and earnings. At the same time, ﬂexibility is an important ele- ment for our success, as ProSiebenSat.1 Group operates in a very dynamic industry environment. The organizational entities - within a centrally adopted framework - therefore make their operating decisions independently and based on the compet-itive environment → Organization and Group Structure

The earnings ﬁgure adjusted EBITDA stands for adjusted earn- ings before interest, taxes, depreciation and amortization. Rec- onciling items, such as M&A-related expenses, reorganizations and legal claims, are not taken into account so that this ﬁgure provides the Executive Board as the chief operating decision maker with the appropriate performance measure to assess the operating proﬁtability of the Group and the segments. Adjusted net income is the adjusted net income attributable to share- holders of ProSiebenSat.1 Media SE; it provides a suitable indica- tor for calculating the dividend. In addition to the adjustments from adjusted EBITDA, effects of purchase price allocations and other reconciling items in particular are adjusted in the calculation.

Reconciling items can inﬂuence or even overshadow operating performance and can make a multi-year comparison difﬁcult. Therefore, adjusted earnings ﬁgures constitute suitable mea- sures of performance for assessing the sustainable development of the proﬁtability of the Group and its segments. However, the analysis of unadjusted key earnings' ﬁgures provides a holistic view of the expense and income structure. At Group level - in addition to revenues, adjusted EBITDA, adjusted net income and P7S1 ROCE as the most important ﬁnancial per- formance indicators - EBITDA is also relevant in this context as a less signiﬁcant ﬁnancial performance indicator on Group level. As the effects of taxes and depreciation and amortization and the ﬁnancing structure are not taken into account, EBITDA also enables an easier international comparison, especially with competitors.

Another of the most important ﬁnancial performance indica- tors used to manage proﬁtability is P7S1 ROCE: The mid-term aim is to generate a return on capital employed, i.e. P7S1 ROCE, of at least 15%. Expansion and new investments will therefore have to be amortized within three years and generate a return of at least 18%. Strategic projects are usually expected to be amortized within ﬁve years. From now on, the Group is there-fore managing investments even more consistently and eval-uating each project in the various segments according to the same target parameters.

ProSiebenSat.1 Group is investing in markets with long-term growth opportunities and examining options to expand its portfolio. Part of the investment strategy is the acquisition of companies that complement our value chain synergistically.

A capital-efﬁcient leverage ratio is a key performance indica- tor for the Group's ﬁnancial planning. The leverage ratio indi- cates the level of net ﬁnancial debt in relation to LTM adjusted EBITDA - i.e. the adjusted EBITDA that ProSiebenSat.1 Group has generated in the last twelve months (LTM = last twelve months). The target is a factor of between 1.5 and 2.5 at the end of the relevant year; the target range may be exceeded for a short period of time as a result of ﬂuctuations during the year if, for example, important strategic investments are required. Free cash ﬂow before M&A is also one of the most important ﬁnan- cial performance indicators in this context. To calculate this key ﬁgure, free cash ﬂow is adjusted for cash used and gen- erated by M&A transactions related to majority acquisitions

(excl. transaction costs) that are carried out and planned, the purchase and sale of investments accounted for using the equity method and other investments with the exception of media-for-equity investments. → Compensation Report → Analysis of Liquidity and Capital Expenditure → Financing Analysis

Financial and non-ﬁnancial performance indicators are the foundation for corporate management. It is therefore logical to use them as a basis for determining target-oriented vari- able compensation. The performance bonus is relevant for employees at senior management levels as well as selected sales functions. It is based on the company's success and on the most important ﬁnancial performance indicators revenues, adjusted EBITDA, free cash ﬂow before M&A (holding company) and the ﬁnancial indicator adjusted operating free cash ﬂow

(segments).

Adjusted net income, EBITDA, free cash ﬂow before M&A and relative total shareholder return served as a variable basis for determining the Executive Board's compensation in ﬁnancial year 2020. → Compensation Report

OVERVIEW OF MOST IMPORTANT PERFORMANCE INDICATORS AS OF JANUARY 1, 2021

MOST IMPORTANT NON-FINANCIAL PERFORMANCE INDICATORS

Entertainment segment _ audience shares

MOST IMPORTANT FINANCIAL PERFORMANCE INDICATORS

Group

_ revenues
_ adjusted EBITDA
_ adjusted net income
_ P7S1 ROCE
_ leverage ratio
_ adjusted operating free cash ﬂow

To further focus on the segments' operating cash ﬂow man- agement, the Group will introduce "adjusted operating free cash ﬂow" as a most important ﬁnancial performance indicator from ﬁnancial year 2021 instead of the previous seg- ment management. This is deﬁned as operating free cash ﬂow before interest and taxes and is calculated as adjusted

EBITDA less investments (programming and other investments)

and changes in net working capital. Since 2021, adjusted oper- ating free cash ﬂow (adjusted OFCF) has replaced free cash ﬂow before M&A as the Group's relevant cash ﬂow perfor-mance indicator. For the reconciling items to be adjusted, we kindly refer to the → Deﬁnition of selected non-IFRS measures → Company Outlook

DEFINITION OF SELECTED NON-IFRS FIGURES

ADJUSTED EBITDA

Adjusted EBITDA stands for adjusted earnings before interest, taxes, depreciation and amortization. It describes the operating result (earnings before interest, taxes, depreciation and amortization), adjusted for cer- tain inﬂuencing factors (reconciling items). These recon- ciling items include:

_ M&A-related expenses include consulting expenses and other expenses for ongoing, closed or canceled M&A transactions as well as integration costs incurred within a year of the acquisition.

_ Reorganization expenses include material and person- nel expenses for reorganizations and restructurings.

They comprise expenses such as severance payments, leave compensation, consulting costs, legal consul- tancy fees and impairments.

_ Expenses for legal claims include charges, ﬁnes, pen- alties and consulting costs in connection with signiﬁ-cant closed, ongoing or expected legal claims.
_ Fair value adjustments of share based payments include the portion of the changes in the fair value of cash-settled share-based payment plans that affects proﬁt or loss.
_ Results from changes in scope of consolidation include income and expenses in the context of mergers, demergers, acquisitions or disposals of Group entities.
_ Results from other material one-time items include transactions not connected to current operating per- formance. In this context, ProSiebenSat.1 Group con- siders transactions of at least EUR 0.5 million to be sig- niﬁcant.
_ Valuation effects relating to strategic realignments of business units comprise expenses incurred in the con- text of changes in the underlying business objective or strategy of the unit in question.

REPORTING AND USE OF NON-IFRS FIGURES

In addition to the ﬁnancial information determined in accordance with IFRS, this Annual Report also includes non-IFRS ﬁgures. The reconciliation of these non-IFRS ﬁgures with the corresponding IFRS ﬁgures is shown in the → Group earnings .

For its ﬁnancial, strategic and operating decisions,

ProSiebenSat.1 Media SE uses primarily non-IFRS ﬁgures as the basis of decision-making. These also provide inves- tors with additional information which also allow a multi- year performance comparison, as they are adjusted for speciﬁc factors. These ﬁgures are not determined on the basis of IFRS and may therefore differ from other enti- ties' non-IFRS ﬁgures. Therefore, they do not replace the IFRS ﬁgures and are not more important than the IFRS ﬁgures, but they do provide supplementary information.

We are convinced that the non-IFRS ﬁgures are of partic- ular interest to our investors for the following reasons:

ADJUSTED NET INCOME

Adjusted net income is the net income attributable to shareholders of ProSiebenSat.1 Media SE, adjusted for reconciling items shown under adjusted EBITDA, as outlined above, and adjusted for additional reconciling items. These additional reconciling items include:

_ Depreciation, amortization and impairments from pur- chase price allocations.
_ Valuation effects included in other ﬁnancial result, impairments and valuation effects of investments, enti- ties accounted for using the equity method and other ﬁnancial assets recognized in other ﬁnancial result.
The Group can also acquire control over investees pre- viously accounted for using the equity method through multi-stage company acquisitions. Effects from the val- uation of such original shares at fair value upon initial consolidation also fall under this category.
_ Valuation effects of put-options and earn-out liabili- ties include valuation, currency and interest effects of put-options and earn-out liabilities.
_ Valuation effects from hedging transactions include ineffectiveness and de-designation effects of cash ﬂow hedges recognized in other comprehensive income and effects from hedging transactions for which there is no hedge accounting as deﬁned by IAS 39.
_ Results from other material one-time items include transactions not connected to current operating per- formance. In this context, ProSiebenSat.1 Group con- siders transactions of at least EUR 0.5 million to be sig- niﬁcant.

Moreover, the tax effects resulting from such adjust-ments and effects on the net result attributable to non-controlling interests are also adjusted.

_ Reconciling items can inﬂuence or even overshadow operating performance; ﬁgures adjusted for such items therefore offer supplementary information for the assessment of the Company's operating perfor- mance. Adjusted ﬁgures thus are more relevant for managing the Company.
_ Moreover, adjusted net income is an important factor at ProSiebenSat.1 Media SE for the calculation of the dividend payment, as we want to give the sharehold- ers a share in the Company's operating proﬁtability.
_ The Group has implemented a holistic management system. Non-IFRS ﬁgures are calculated consistently for the past and the future; they form an important foundation for internal controlling and the manage- ment's decision-making processes.

Operational and Strategic Planning

Management and planning are closely intertwined at ProSiebenSat.1 Group. Target ﬁgures are deﬁned and deter- mined for various periods within the context of planning, with a focus on the performance indicators outlined above. The dif- ferent levels in the planning process build on each other and are closely linked to our risk management. The Supervisory Board is also regularly informed by the Executive Board about all issues relevant to the Company's strategy, planning, business perfor- mance, risk situation, risk management, and compliance, both at the Supervisory Board meetings and outside of meetings.

Corporate planning: Corporate planning comprises operating planning (budget) and long-term corporate planning (multi- year planning) and constitutes a detailed quantitative depiction of strategic planning. It is on a monthly basis for the ﬁrst year and an annual basis for a further four years. The strategically

BUDGET PLANNING AND RISK MANAGEMENT AT PROSIEBENSAT.1 GROUP

Supervisory Board and Executive Board

Budget planning

Monitoring

ManagementRisk managementPlanning

1. Identiﬁcation

Business Development

2. Assessment

3. Management

derived targets for the ﬁrst planning year are speciﬁed for the most important ﬁnancial and non-ﬁnancial performance indi- cators in a top-down/bottom-up process and carried forward to the multi-year planning. The ﬁnancial ﬁgures from the income statement, statement of ﬁnancial position and cash ﬂow state- ment of individual subsidiaries are analyzed and aggregated at segment and Group level.

Monthly reporting and trend projections: Trend projections are an important tool in planning during the year. They allow the Company's expected performance for the year to be cal- culated on the basis of the targets achieved to date and to be compared with the target ﬁgures that were originally bud- geted. The aim is to identify potential discrepancies between the target and actual ﬁgures immediately and to implement the necessary countermeasures promptly. In 2020, the Exec- utive Board and the Supervisory Board also discussed short- term and long-term targets. In addition to monthly reporting, potential risks are reported to the Group Risk Ofﬁcer on a quar- terly basis. In particular, any changes to the early warning risk indicators during the year and over time are analyzed here. For example, the development of audience shares is an important early warning indicator. Additional opportunities and there- fore potential positive deviations from projected targets are analyzed in parallel with risk management; they are taken into account in budget planning if their probability of occurrence is more than 50%.

OVERALL ASSESSMENT FROM THE MANAGEMENT'S VIEW:

IMPACT OF GENERAL CONDITIONS ON BUSINESS PERFORMANCE

We are pleased that we were able to bring a conciliatory ending to 2020, which was a difﬁcult year for everyone due to COVID-19 and we are very satisﬁed with our results in the important fourth quarter. All segments were performing positively again at the end of the year. As an early cycle company, we beneﬁted from the economic recovery, especially fol- lowing the difﬁcult second quarter, and have also observed a clear upward trend in the advertising market. It has also shown that our program investments have paid off: In a competitive environ- ment we convinced with highly attractive entertainment and infotainment formats and thus also strengthened our position in the TV advertising market. At the same time, our consistent cost and cash management is taking effect. Our adjusted EBITDA has been growing again since the third quarter, and our net ﬁnancial debt decreased at the end of the year.

GROUP ENVIRONMENT

DEVELOPMENT OF ECONOMY AND ADVERTISING MARKET

The year 2020 was decisively shaped by the global outbreak of the coronavirus. The pandemic posed and continues to pose huge challenges not only for healthcare systems and societies but also the entire global economy. The latter, as estimated by the International Monetary Fund, will contract by 3.5% in real terms in 2020 as a result of the restrictions to public life and retail. A decline of as much as 7.2% is expected in the eurozone.

The United States, one of the largest economies in the world, is also expected to see a decline of 3.4% in 2020.

According to the latest forecasts by the Federal Statistical Ofﬁce

(Destatis), the decline in real gross domestic product in Ger- many was 5 percent. In Germany, the ﬁrst cases of infection with the new coronavirus emerged at the end of January 2020. From mid-March to early May, the rapid rise in case numbers led to a phase of nationwide lockdown measures with considerable restrictions to public and private life. To cope with the impact of COVID-19, the German government adopted an extensive stimulus package, which included a temporary reduction of the value-added tax (VAT) rate and interim assistance for small and medium-sized enterprises. In addition, far-reaching short- time work arrangements were put in place.

Against the background of these political measures, the ﬁrst phase of the COVID-19 pandemic was comparatively mild in Germany, as well as in Austria and Switzerland, and thus in ProSiebenSat.1 Group's core markets. Nevertheless, the impact was profound: Germany's gross domestic product fell by 2.0%

year-on-year in the ﬁrst quarter of 2020, and even by 9.7% in the second quarter. This is due ﬁrstly to the dependence on the performance of the global economy, which has likewise been heavily impacted by COVID-19. Secondly, the extensive restric- tions hit private consumption, which has been a key pillar of the German economy in previous years (Q1: -2.3%, Q2: -11.1%, both vs. previous quarter).

With the end of the rigid lockdown regulations and stable or falling case numbers in Germany, the surrounding countries as well as in China, there was a rapid and unexpectedly signiﬁcant recovery in economic activity in Germany in the third quarter of 2020. Compared to the second quarter, gross domestic product increased by 8.5% in real terms. Strong catch-up effects were particularly apparent in private consumption (+ 10.8%), com- panies' equipment investments (+ 16.0%) and exports (+ 18.1%).

At the beginning of autumn, the recovery of the German econ- omy initially seemed to continue at a more moderate pace. In September and October, incoming orders, industrial pro- duction and exports continued to trend upward, while the ifo Business Climate Index stabilized above 90 points. Thanks to higher e-commerce revenues from January to November, Ger- man retail actually saw real growth of 4.2% compared to the same period of the previous year. As temperatures fell, however, a second wave of COVID-19 with a sharp rise in infection rates spread throughout Europe. From December 16, the -German government therefore imposed another strict lockdown. How- ever, contrary to initial fears, the renewed COVID-19 protections measures in the fourth quarter had a much smaller impact than in spring. Exports of goods and less affected sectors

Compared to the previous quarter, gross domestic product is likely to have stagnated in the ﬁnal quarter. → Future Business and Industry Environment

of the economy, such as construction, continued to recover.

DEVELOPMENT OF GROSS DOMESTIC PRODUCT IN GERMANY in %, change vs. previous quarter

0.1

8.5

- 9.7

- 2.0

0.0

Q2 2020

Q4 2020eQ3 2020

Q1 2020

Q4 2019

Adjusted for price, seasonal and calendar effects.

Source: Destatis, ifo Economic Forecast Winter 2020, December 16, 2020 / e: estimate.

Economic uncertainty and restrictions in public and social life as a result of the COVID-19 pandemic also shaped advertising customers' investment behavior, especially in the second quar- ter of 2020. As restrictions were eased in line with a decline in infection rates, the economy picked up again in the sum- mer, with investment prospensity also improving. This is also demonstrated by ﬁgures for the German TV and online adver- tising market.

According to Nielsen Media Research, investments in TV adver- tising investment declined by 1.8% to EUR 16.01 billion in 2020 (previous year: EUR 16.31 billion); the effects of the COVID-19 pandemic were particularly noticeable in the second quar- ter (- 18.1%). In response to the unexpectedly strong economic recovery in the third quarter, gross TV advertising investment rose by 6.7% in the ﬁnal quarter to EUR 5.87 billion (previous year: EUR 5.50 billion). ProSiebenSat.1 Group is the market leader in the German TV advertising market and generated, accordingto Nielsen Media Research, gross TV advertising revenues of EUR 6.09 billion in 2020 (previous year: EUR 6.36 billion). This resulted in a market share of 38.0% (previous year: 39.0%). The Group's TV advertising revenues in the key fourth quarter were again higher than in the previous year at EUR 2.32 billion (pre- vious year: EUR 2.17 billion).

By selling in-stream video ads, which are shown online before, after or during a video stream, ProSiebenSat.1 Group gener- ated gross revenues of EUR 262.6 million in the full-year (previ- ous year: EUR 308.8 million). This corresponds to year-on-year decline of 14.9%. The market volume for advertising budgets for in-stream video ads in Germany fell by 4.1% to EUR 717.4 million gross (previous year: EUR 748.2 million).

On a net revenue basis, the German Advertising Federation

("Zentralverband der deutschen Werbewirtschaft - ZAW") reported declines in revenues of between 30% and 80% - depending on the advertising medium and segment - for March 2020. In April, advertising across all media declined by at least 40% net compared to the equivalent month in the pre- vious year. Forecasts for 2020 as a whole published by media agencies Magna Global and ZenithOptimedia in June and July expected total net adverting spending to decline by 10.5% and 12.3%, respectively. Investments in TV advertising were expected to fall by 15.5% and 10.0%, respectively. These estimates were revised upwards signiﬁcantly following the market upturn in the summer: In its December forecast, Magna Global antici- pated a loss of 4.6% in the market overall and 11.0% in the TV market. ZenithOptimedia expected a downturn of 3.1% and 9.0% respectively.

ProSiebenSat.1 Group conﬁrms this trend: On a net basis, the TV advertising market developed below the previous year's level in 2020. From ProSiebenSat.1 Group's perspective, how- ever, the TV advertising market beneﬁted in net terms from the economic recovery in the summer, and starting in the third quarter enjoyed an upwards trend in comparison to the previ- ous quarter. The TV advertising market fared particularly badly in the period from April to June 2020. The picture for the online advertising market was similar. → Comparison of Actual and Projected Business Performance for the Group

TV ADVERTISING MARKETS IN GERMANY, AUSTRIA AND SWITZERLAND ON A GROSS BASIS in %

Development of the TV advertising market in Q4 2020

(Change against previous year)

Development of the TV advertising market in 2020

(Change against previous year)

Germany Austria

Switzerland

+ 6.7

- 1.8

+ 2.4

- 4.3

- 11.5

- 13.3

Switzerland: January-December, the advertising market shares relate to the German-speaking part of Switzerland, gross, Media Focus.

Germany: January-December, gross, Nielsen Media. Austria: January-December, gross, Media Focus.

Market shares	Market shares	Market shares	Market shares
ProSiebenSat.1 Group Q4 2020	ProSiebenSat.1 Group Q4 2019	ProSiebenSat.1 Group 2020	ProSiebenSat.1 Group 2019
85

Germany Austria

Switzerland

39.5

38.0

39.0 44.5 27.6

41.3

42.4

25.2

26.8

Video advertising on TV inspires a greater emotional attach- ment to a brand than any other medium. This is important for brand loyalty and ultimately for product sales. In addition, TV advertising is particularly effective thanks to its high reach. Sup- porting research also shows that cross-media advertising cam- paigns have more of an impact overall and that online advertis- ing in combination with TV campaigns is particularly effective.

The effectiveness of TV advertising is quantiﬁed using the "ROI Analyzer" (Return on Investment). Using a modeling approach, data from the GfK Consumer Panel are merged with TV usage data from AGF in order to measure the short- and long-term sales impact of TV advertising. In the case of FMCGs (fast mov- ing consumer goods), the ﬁgure shows that the sale of adver- tised brands increases signiﬁcantly. The average short-term ROI after one year for the 71 analyzed campaigns was EUR 1.13 and was as high as EUR 2.57 after ﬁve years. This means that every euro invested in TV advertising returns an average of EUR 1.13 in the short term and EUR 2.57 over the long term. The ROI

Analyzer was developed by Seven.One Media and has been managed under the aegis of the TV and video initiative Screen- force since the start of 2015.

DEVELOPMENT OF PROSIEBENSAT.1 GROUP'S RELEVANT MARKET ENVIRONMENTS

Entertainment

Media usage in Germany is shaped by two fundamental devel- opments. Firstly, the variety of entertainment products, end devices and ways to consume media is growing as a result of digitalization, which also brings with it increasing fragmen- tation. Secondly, this diversity is driving up media consump- tion: people are spending more and more time with media.

TV has the greatest reach and is consumed for the longest stretches of time. In 2020, the COVID-19 pandemic also had a major impact on media usage, resulting in a new record high. According to AGF, daily TV usage among 14- to 69-year-old view- ers increased to 211 minutes in the reporting period 2020 (pre- vious year: 202 minutes).

Daily TV usage time in Germany is measured and reported on behalf of AGF. In order to provide the market with general data about the usage of video content, corresponding mea- suring instruments are continuously developed to also record the detailed use of video content on PCs, laptops, tablets, and smartphones. The project is designed to model these video offerings regardless of whether they come from a TV station or a purely online provider. This therefore includes the use of media libraries, offerings from Internet TV stations, and video content on traditional websites.

ProSiebenSat.1 drives digital development in the entertain- ment sector with the goal of providing content across all plat- forms and - as well as traditional, linear television viewing - taking advantage of all opportunities to reach viewers digitally. This reach reﬂects total video view1 time as the total number of minutes viewed across the Group's linear and non-linear

platforms. In 2020, the Group counted total video view time of 1,083,629 million minutes for its linear and non-linear media ser- vices (previous year: 1,075,542 million minutes), a 0.8% increase.

The audience share of free TV stations in individual markets developed as follows: In Germany, the ProSiebenSat.1 station family achieved a combined market share of 27.2% among viewers aged between 14 and 49 years in 2020 (previous year: 28.2%). The stations marketed by IP Deutschland (RTL, VOX, n-tv, Super RTL, NITRO, RTLplus and VOXup) had a combined audi-ence share of 25.3% (previous year: 25.7%). The development of audience shares reﬂects the impact of the Germany-wide lock- down in the spring and at the end of 2020 and the increased provision of information that this entailed, especially on the public stations.

AUDIENCE SHARES OF

PROSIEBENSAT.1 STATIONS IN GERMANY in %

Target group 14-49 years

ProSiebenSat.1 Group SAT.1

ProSieben

Kabel Eins

sixx

SAT.1 Gold ProSieben MAXX

Kabel Eins Doku

Relevant target groups1

SAT.1

ProSieben

Kabel Eins

sixx

SAT.1 Gold ProSieben MAXX

Kabel Eins Doku

Q4 2020

Q4 2019

2020

26.4	27.2
7.7	7.7
9.1	9.1
4.4	5.0
1.1	1.3
1.4	1.5
1.7	1.6
1.0	1.0

Q4 2020

Q4 2019

2020

7.1	7.3
11.4	11.7
4.4	5.0
1.4	1.7
2.8	2.9
3.1	2.7
1.0	1.0

2019

28.2

7.8

9.6

5.2

1.4

1.6

1.7

0.9

2019

7.6

12.6

5.2

1.8

3.0

2.8

0.9

1 Relevant target groups: SAT.1: adults aged 14-59/ProSieben: adults aged 14-39/

Kabel Eins: adults aged 14-49/sixx: women aged 14-39/SAT.1 GOLD: women aged 40-64/ProSieben MAXX: men aged 14-39/Kabel Eins Doku: men aged 40-64. Figures are based on 24 hours (Mon-Sun).

Source: AGF Videoforschung in cooperation with GfK; VIDEOSCOPE 1.4, January 1, 2019-December 31, 2020, market standard: TV.

As a systemically relevant media company, ProSiebenSat.1 has a great responsibility: the Group makes an important contri- bution to the diversity of information and focuses increasingly on local, relevant and live content in the programming strat- egy. In-house productions such as "Joko & Klaas Live: A Short Story of Moria" and the reportage series "ProSieben Spezial", which handles issues relevant to society in a manner appropri- ate for the target group, are an important component of this.

In "ProSieben Spezial: Rechts. Deutsch. Radikal.", for example, the Group examined the right and the far-right scene in Ger- many. The program achieved a market share of 20.4% among young viewers aged 14 to 39 on TV, as well as a peak value of 667,342 video views on the Group's digital channels up to

December 31, 2020.

1 Excl. HbbTV.

We increased our share of in-house productions on the major
stations aired during prime time alone by 11.6% in the report-
ing period, with the station family's prime-time market share
as a whole growing by 0.6 percentage points compared to 2019	Target group 12-49 years	2019
(viewers aged 14-49). ProSieben and SAT.1 were the only large	ProSiebenSat.1 PULS 4	28.5
private broadcasters in Germany that were able to expand their	SAT.1 Österreich	3.8
market share in comparison to the previous year. This under-	ProSieben Austria	6.6
scores the success of our programming strategy of playing	Kabel Eins Austria	2.8
in-house productions primarily in prime time. Prime time from	PULS 4	4.9
8:15 p.m. until 11:00 p.m. is particularly relevant for the adver-	PULS 24	0.1
tising industry due to its high reach and is therefore the key	sixx Austria	1.2
advertising period.	SAT.1 Gold Österreich	0.9
ProSieben MAXX Austria	1.1
AUDIENCE SHARES OF PROSIEBENSAT.1 STATIONS	Kabel Eins Doku Austria	0.9
IN PRIME TIME IN GERMANY in %	ATV	4.8
ATV2	1.4

Q4 2019

Target group 14-49 years ProSiebenSat.1 Group SAT.1

ProSieben

Kabel Eins sixx

SAT.1 Gold ProSieben MAXX

Kabel Eins Doku

Q4 2020

2020

27.3	27.4
8.6	8.2
10.5	10.3
4.1	4.7
1.0	1.1
0.9	1.1
1.5	1.3
0.7	0.7

Prime time refers to programs broadcast between 8:15 p.m. and 11:00 p.m. Figures are based on 24 hours (Mon - Sun).

Source: AGF Videoforschung in cooperation with GfK; VIDEOSCOPE 1.4, January 1, 2019-December 31, 2020, market standard: TV.

2019 26.8

8.1

9.9

4.7

1.1

0.9

1.4

0.6

The Austrian stations ATV, ATV2, PULS 4 and PULS 24 generated a combined market share of 11.9% among viewers aged between 12 and 49 years in 2020 (previous year: 11.2%). ProSiebenSat.1 PULS 4 GmbH ("ProSiebenSat.1 PULS 4") is thus the leading private TV provider in Austria by far. PULS 24, which is still comparatively young, boosted its market share to 0.8%. Puls 24 went on air in September 2019 and focuses on news, busi- ness, live events and Austrian content. Overall, the station fam- ily in Austria increased its market share in prime time, which is particularly important for advertising customers, by 1.0 per- centage points compared to 2019 (viewers aged 12-49). In Switzerland, the ProSiebenSat.1 station's audience share among 15- to 49-year-olds in the full-year was lower than in the previ-ous year at 15.9%.

AUDIENCE SHARES OF

PROSIEBENSAT.1 STATIONS IN AUSTRIA in %

Q4 2020

Q4 2019

2020

28.5	28.4
4.1	3.6
6.2	6.3
2.6	2.7
4.9	5.1
0.9	0.8
1.0	1.1
1.1	1.0
0.9	1.0
0.7	0.8
4.7	4.5
1.4	1.5

E 12-49; SAT.1 Österreich, ProSieben Austria, Kabel Eins Austria, PULS 4, sixx Austria, ProSieben MAXX Austria, SAT.1 Gold Österreich, Kabel Eins Doku Österreich, ATV + ATV 2, PULS 24 (since September 1, 2019);

Source: AGTT/GfK TELETEST/Evogenius Reporting/January 1, 2019-December 31, 2020/weighted for number of people/including VOSDAL/time shift/standard.

AUDIENCE SHARES OF

PROSIEBENSAT.1 STATIONS IN SWITZERLAND in %

Target group 15-49 years ProSiebenSat.1 Group

SAT.1 Schweiz ProSieben Schweiz Kabel Eins Schweiz sixx Schweiz

SAT.1 Gold Schweiz ProSieben MAXX Schweiz

Puls 8

Q4 2020

Q4 2019

2020

16.0	15.9
5.2	4.6
4.7	4.7
2.2	2.4
1.3	1.4
1.0	0.9
0.9	0.9
0.9	1.0

Figures are based on 24 hours (Mon- Sun), all platforms, overnight +7. SAT.1 Schweiz, ProSieben Schweiz, Kabel Eins Schweiz, sixx Schweiz, SAT.1 Gold Schweiz, ProSieben MAXX Schweiz, Puls 8; advertising-relevant target group: 15- to 49-year-olds; market shares relate to German-speaking Switzerland; D- CH/total signal;

Source: Mediapulse TV Data.

2019 17.7

5.2

5.8

2.5

1.2

0.9

1.1

1.0

The Group runs a total of 15 free and pay TV stations in the

German-speaking region (Germany, Austria and Switzerland).

These address different target groups and are supplemented by digital services. The group is gradually expanding its port- folio so that it can offer programs via as many distribution channels as possible. In this strategic context, ProSiebenSat.1 Group founded the streaming platform Joyn as a joint venture with Discovery Communications Europe Ltd. ("Discovery") and launched it in June 2019. The streaming service offers view- ers livestreams of over 60 channels and an extensive on-de- mand offering of local series, shows and previews, which are produced in-house. The paid Joyn PLUS+ service with exclusive content, originals, pay TV stations, and HD content was added to the offering in November 2019. According to measurements by AGOF (Arbeitsgemeinschaft Onlineforschung e. V.), the free streaming service Joyn reached 3.84 million unique users in

Germany in December 2020 (previous year: 3.46 million).

ProSiebenSat.1 Group participates in the technical service fees that end customers pay to the respective providers for pro- grams in HD quality. In Germany, ProSiebenSat.1 Group's HD sta- tions had 10.6 million users in the reporting period, 6.2% more than in the previous year. In addition, more shows were broad- cast in the new ultra-high deﬁnition (UHD) standard.

Advances in digitalization create new opportunities to reach viewers. At the same time, they open up additional ways of generating revenues beyond advertising ﬁnancing. Exam-ples include the distribution of programs in HD quality via various transmission channels: Under this business model,The proportion of local programming on the Group's own stations has become a particular strategic focus: locally pro- duced shows set ProSiebenSat.1 apart from its competitors and sharpen the stations' brand proﬁles. For example, the Ger- man production subsidiary Redseven produced local prime time content for the stations SAT.1, ProSieben and Kabel Eins in 2020. Similarly, Studio71 developed and produced more new formats for the German market, such as the mini series "Join me @ home" for the streaming platform Joyn. The dig- ital studio Studio71 pools ProSiebenSat.1 Group's digital only content offerings and distributes them via digital platforms. In 2020, for example, Studio71 was played on around 1,400 chan- nels, generating 10.9 billion video views a month (previous year: 9.9 billion video views).

Dating

Dating and, in particular, interactive live videos have become global megatrends. The online dating and matchmaking mar- kets in the US and Germany currently total of up to EUR 2.3 bil- lion (ﬁgures for 2019), with around half of the market volume is attributable to social dating. Total market volume looks set to grow by between 7% and 8% each year (CAGR 2019-2022), with social dating even climbing by 11% to 13% (CAGR 2019-2022).

Social dating refers to casual chatting and meeting up with people nearby. Unlike matchmaking, where the aim is to form permanent relationships, it allows users to meet and get to know a range of different people in a relaxed environment without any clear intentions.

With a rising number of single people - including more and more digital natives - online dating is becoming an increas- ingly accepted and normal way to ﬁnd a partner. The sector has also gained relevance during the COVID-19 pandemic and the restrictions on social contact that this entailed. With Par-shipMeet Group, ProSiebenSat.1 has created a global player in the dating segment that is geographically diverse and covers the entire spectrum of dating.

ParshipMeet Group is enjoying highly dynamic growth and a positive yearly trend in platform and communication activity.

The numbers of users meeting over video call has increased strongly on all platforms. To help members ﬁnd partners in

times of social distancing, online matchmaking portals Par- ship, ElitePartner and eharmony all added a video date feature to their range of services in mid-April. This makes it easy for singles to see and get to know their match virtually in a secure environment without exchanging any personal details. An aver- age video date lasts 30 minutes, highlighting that customers respond well to and use this type of exchange aimed at getting to know potential partners better.

Commerce & Ventures

More and more purchasing decisions are now made online.

Online shopping is now an integral part of our everyday lives and services such as consumer advice are increasingly offered on the internet. However, the various consumer markets on which ProSiebenSat.1 Group operates with NuCom Group are all developing at a different pace and have been affected by the impact of the COVD-19 pandemic to varying degrees.

_ Beauty & lifestyle: Even before the outbreak of the COVID-19 pandemic, global digital retailing was one of the growth mar- kets. According to a study by the Institute of Retail Research in Cologne, it likely grew by around 20% in 2020 in Germany alone to reach a current market volume of EUR 84.0 billion. As such, e-commerce is expected to account for 13.1% of the total retail business (previous year:11.1%).

Total revenues from beauty and personal hygiene products came to EUR 18.9 billion in 2020 (previous year: EUR 19.0 bil- lion), as a study by Euromonitor for Germany and Austria shows. The beauty market likely beneﬁted considerably from the shift in purchasing habits from ofﬂine to online and gained momentum during lockdowns. In this context, the share of the online market is likely to have risen to around 9 percent from ProSiebenSat.1's perspective.

_ Experiences: A study conducted by mydays and Statista in 2020 found that shared experiences were a favored gift under the Christmas tree. 26% said it is important to them that a gift is a shared experience that allows time to be spent together. This therefore offers signiﬁcant market potential, but the leisure industry has currently recorded a decline as a result of the COVID-19 pandemic and the resulting restric-tions in public life. → Risk Report
_ Consumer advice: The German Federal Network Agency expects the market volume of online comparison portals in the ﬁelds of energy, telecommunications, car insurance and consumer loans in Germany to come to approximately EUR 870 million in 2020 (previous year: EUR 760 million). Growth was likely driven chieﬂy by the energy sector. The consumer advice area also includes the rental car portal bil- liger-mietwagen.de, which has been particularly affected by the pandemic. The travel industry as a whole contracted by around 50% in 2020 on account of COVID-19 restrictions.
→ Risk Report

RESEARCH AND DEVELOPMENT

ProSiebenSat.1 Group does not carry out research and development (R&D) in the conventional sense of an indus- trial company. Nonetheless, both ﬁelds do hold a position of high importance at ProSiebenSat.1 Group.

ProSiebenSat.1 conducts intensive market research in every area relevant to its business activities and in every area in which the Company sees growth poten- tial. In 2020, expenses for Group-wide market research activities amounted to around EUR 7 million (previous year: EUR 9 million). The various research units in the Group prepare investigations and analyses on advertis-ing impact, on trends in the advertising market and dig- ital industries as well as on media use and also assess economic and market projections. Those responsible in the Group use the results of the market analyses for oper- ational and strategic planning. At the same time, market data and analyses are an important basis for success- fully advising our advertising clients. With its studies, the Company provides advertisers with valuable knowledge for marketing and advertising planning, which consti- tutes an important basis for investment decisions.

In the program development phase, program research also plays a decisive role. An important task is the assess- ment of international TV trends with regard to their potential for the German television market. In addition,

the corresponding research team regularly provides quantitative and qualitative studies and analyses of the ProSiebenSat.1 stations' programming. Among other things, new formats are tested with the aid of survey and audience screenings. Besides, this research team also carries out ad hoc tests on shows that have already been broadcast. Based on the results, we can adjust for- mats in the development phase and optimize TV pro- grams that have already been broadcast, thus increas- ing success rates.

In the area of development, the Group is particularly working on making its advertising products smarter. This means developing offers to target TV and video advertis- ing to speciﬁc target groups. This is for example based on anonymous user data regarding age, gender, household income or weather. In this context, ProSiebenSat.1 is also relying on new technologies, and in 2019 it launched the Addressable TV spot in the advertising market in addition to its existing offerings in the area of targeted advertising. This enables the Company's own commercials to be over- laid with addressable spots in all advertising blocks, thus addressing viewers based on their interests. The offer is based on an advertising technology that Seven.One Media developed and has applied for a European patent. The next step towards "smart reach" is the CrossDevice-Bridge - a product that makes it possible to speciﬁcally target dif-ferent end devices in one household. In addition, we are continuously developing our own digital platforms, for example in the commerce business. → Opportunity Report

COMPARISON OF ACTUAL AND PROJECTED BUSINESS PERFORMANCE

FOR THE GROUP

The Group achieved or even signiﬁcantly exceeded key ﬁnan- cial targets in 2020 - according to the outlook adjusted during the year in November. In the full-year 2020, ProSiebenSat.1 had been aimed for Group revenues of between EUR 3.85 billion and EUR 3.95 billion as well as for adjusted EBITDA of between EUR 600 million and EUR 650 million, after the Group's busi- ness was severely impacted by the restrictions due to COVID-19 in the second quarter in particular. As of the end of the year, Group revenues amounted to EUR 4,047 million with adjusted EBITDA of EUR 706 million.

The noticeably better than expected business development is due to a strong performance in the fourth quarter to which all segments of ProSiebenSat.1 Group contributed. Key driver was especially the growth in the Group's advertising business in the low-single-digit percentage range in the fourth quarter compared to the previous year. This also reﬂects the Group's continuous improvement in the advertising business over the course of the COVID-19 pandemic in 2020.

Against the backdrop of the global COVID-19 pandemic and the related economic uncertainty - also with regard to the possi-ble extent of the negative business impact - on April 22, 2020,

ProSiebenSat.1 Group withdrew its ﬁnancial outlook regard- ing all the most important key ﬁnancial performance indica- tors for ﬁnancial year 2020, which had been published at the beginning of March 2020. Already at this time, it was apparent that the impacts of COVID-19 on ProSiebenSat.1 Group's busi- ness would make it impossible to achieve any of the targets for

Group revenues, adjusted EBITDA, adjusted net income, free cash ﬂow before M&A or the Group's leverage ratio stated in this ﬁnancial outlook. This expectation was conﬁrmed in the second quarter of 2020 for all targets relevant for the manage- ment of the Group. Publishing its ﬁgures for the third quarter on November 5, 2020, ProSiebenSat.1 Group published new guid- ance for 2020 and, on January 21, 2021, announced by way of ad-hoc disclosure based on provisional, unaudited ﬁgures that the Group had noticeably exceeded its outlook for revenues and adjusted EBITDA.

ProSiebenSat.1 is conﬁrming its mid-term target for P7S1 ROCE (return on capital employed): The Group is increasingly concentrating on continually growing value, which is to be reﬂected in an improved P7S1 ROCE; for the Group as a whole, this key ﬁgure is expected to exceed 15% in the mid-term. In the short term, P7S1 ROCE could be below the target of 15% - as it was the case in 2020, for example - due to increased investment activity. Against the backdrop of the pandemic, this ﬁgure was 10% as of the end of the year. At the same time, ProSiebenSat.1 Group has highlighted to further aim for a lever- age ratio (ratio of net ﬁnancial debt to LTM adjusted EBITDA) of between 1.5x and 2.5x. In the ﬁnancial year 2020, a year deﬁned by the COVID-19 pandemic, the Group achieved a leverage ratio of 2.8x as of the end of the year.

The following table provides an overview of the adjusted outlook for 2020; the various performance indicators are also evaluated and analyzed in the following sections.

However, it was not only with a view to the key ﬁnancial ﬁg- ures that the Group achieved important targets in 2020;

ProSiebenSat.1 Group also emphasized its strong competitive position. For example, the Group maintained its leading posi- tion in audience shares in the advertising-relevant target group of 14- to 49-year-olds at a high level of 27.2% (previous year: 28.2%). The development of audience shares in Germany is the most important non-ﬁnancial performance indicator, with an increased focus on access and prime time as a result of the high reach for the advertising industry. In prime time, ProSiebenSat.1

recorded an increase of 0.6 percentage points in market shares compared to 2019 (viewers aged 14-49, Germany).

COMPARISON OF ACTUAL AND PROJECTED BUSINESS PERFORMANCE FOR THE GROUP

Actual	Ad-hoc	Actual
disclosure	ﬁgures
January 21, 2021	2020
Around 4,040	4,047
Around 700	706
221
2.8x
235

FY 2020

Revenues (in EUR m)Adjusted EBITDA (in EUR m)Adjusted net income (in EUR m)Leverage ratio

(net ﬁnancial debt/

LTM adjusted EBITDA)

Free cash ﬂow before M&A (in EUR m)

ﬁgures 2019

4.135

March 4, 2020

Overall, the Group aims at further growth in full-year 2020 - on the basis of constant exchange rates 1 and without portfolio changes - and at increasing Group revenues to EUR 4.2 billion to EUR 4.4 bil-lion. In the base case scenario, the Group expects year-on-year revenue growth to around EUR 4.3 billion.

872

On the basis of constant exchange rates 1 and with no further portfolio changes, the Group is aiming for adjusted EBITDA of between EUR 800 million and

EUR 900 million for full-year 2020. In the base-case scenario, the Group is anticipating that its adjusted EBITDA will be roughly stable year-on-year at around EUR 870 million.

387

On the one hand, in the full-year, the

Group's adjusted net income will reﬂect the development of adjusted EBITDA. On the other, as a result of higher depreciation effects and potentially slightly higher investments in Joyn, the joint streaming platform with Discovery, which are recognized at equity, the Group's adjusted net income may decline in the double-digit million-euro range.

2,6x

As of the end of 2020, depending on business performance and not including any portfolio changes, the leverage ratio could be slightly higher than the upper end of the target corridor at between 1.5x and 2.5x.

339

Decline in at least a double-digit million-euro range

Third quarter 2020

April 22, 2020

November 5, 2020

Forecast withdrawn

On the basis of constant exchange rates 2 and with no further portfolio changes, the Group is aiming for

Group revenues of between

EUR 3.85 billion and

EUR 3.95 billion for the full-year 2020.

Forecast withdrawn

On the basis of constant exchange rates 2 and with no further portfolio changes, the Group is aiming for adjusted EBITDA of between

EUR 600 million and

EUR 650 million for the full-year 2020.

Forecast withdrawnForecast withdrawnForecast withdrawn

1 Other than the Euro, the main currency is the US Dollar (USD), which accounted for 13% of revenues and 16% of costs in the past year. These are essentially translation effects. The EUR/USD exchange rate was around USD 1.1196 to the Euro in 2019.

The main currency besides the Euro remains the US Dollar. The average annual EUR/USD exchange rate is around USD 1.1349 to the Euro. This corresponds to a USD exchange rate of 1.1660 USD/EUR in the fourth quarter.

SIGNIFICANT EVENTS AND CHANGES IN

THE SCOPE OF CONSOLIDATION

On March 5, 2020, ProSiebenSat.1 and General Atlantic, via NuCom Group, signed an agreement for the full acquisition of the US online dating and social entertainment enterprise The Meet Group, Inc., New Hope, Pennsylvania, USA ("The Meet Group"). The acquisition agreement stipulated a purchase price of USD 6.30 per share in The Meet Group, which equates to an enterprise value of around USD 500 million. The approval of all necessary authorities was obtained on September 4, 2020, so the acquisition of The Meet Group took effect economically at the above conditions.

After Parship Group was carved out of NuCom Group follow- ing the acquisition of The Meet Group, ProSiebenSat.1 Group restructured its segment reporting. From the third quarter of 2020, its reporting segments were Seven.One Entertainment Group, ParshipMeet Group, NuCom Group and Red Arrow Studios. The holding is reported in the reconciliation column

(Holding & Other). Previous year ﬁgures have been adjusted accordingly. Since January 1, 2021, ProSiebenSat.1 Group's three reporting segments have been Entertainment, Dating and Commerce & Ventures, continuing the consistent struc- turing of the Group according to synergy and value creation.

→ Group earnings → Organization and Group Structure

The merging of Parship Group and The Meet Group forms

ParshipMeet Group, a leading global player in the dating market.

ParshipMeet Group offers a highly diversiﬁed suite of services, from social dating and entertainment to online matchmak- ing. ProSiebenSat.1 Group holds a stake of 53% (plus preferred equity of EUR 350 million) in the new group, and General Atlantic's share amounts to 43%; the remainder is held by the management. The shares held by the management are sub- ject to a put option agreement and are accounted for using the anticipated acquisition method. This means that 55% of

ParshipMeet Group's net result for the period and net assets is allocated to ProSiebenSat.1 Group - taking the preferred equity owed to ProSiebenSat.1 Group into account - and 45% to General Atlantic. → Notes, note 5 "Acquisitions and disposals affecting the

scope of consolidation"

→ Notes, note 26 "Shareholders' equity"

NuCom Group, in which General Atlantic holds a 28.4% stake as minority investor, remains a synergistically important part of the Group and our portfolio strategy. The aim is to use the media services of our entertainment platforms to develop consumer brands to generate value and to establish market leaders in this area. As part of an active portfolio policy, we also sell individual investments if ProSiebenSat.1 is not or is no longer the right owner. An example of this is the disposal of the OTC provider WSM Holding GmbH ("WindStar"). The enter- prise value of WindStar increased by a multiple of 2.4 within four years, demonstrating the added value that ProSiebenSat.1

generates particularly with media services. → Strategy and Objectives → Opportunity Report

On September 30, 2020, ProSiebenSat.1 Group sold its Virtual Minds AG ("Virtual Minds") subsidiary, myLoc managed IT AG ("myLoc"), to the Italian cloud provider WIIT S.p.A., Milan, Italy ("WIIT"). ProSiebenSat.1 is thus pursuing its strategy of focusing on areas that synergize with the entertainment business. As a result of the sale, the infrastructure provider myLoc was carved out of the Virtual Minds technology holding company, which will now focus even more strongly on its core AdTech expertise.

Virtual Minds offers advertisers a comprehensive technology range for booking and playing advertising. The sales proceeds amounted to EUR 51 million.

On October 22, 2020, NuCom Group sold its entire 92% stake in WindStar to the ﬁnancial investor Oakley Capital Limited, London, United Kingdom ("Oakley Capital"). Oakley Capital acquired the remaining 8% held by minority shareholders at the same time. The transaction was based on an enterprise value of EUR 280 million with expected 2020 revenues of EUR 127 million and an adjusted EBITDA of EUR 21 million. This corresponds to an adjusted EBITDA multiple of 13.6x. The approval of the rele- vant antitrust authorities was obtained on December 1, 2020, so the deconsolidation of WindStar also took effect economi-cally in the fourth quarter.

At the beginning of the ﬁnancial year, ProSiebenSat.1 Group examined various options for the further alignment of Red

Arrow Studios' international production business. The Group concluded this strategic review in March 2020, deciding that the international production business would remain part of the

Group. In the context of the COVID-19 crisis the options exam- ined were no longer feasible.

Other signiﬁcant events were personnel changes in the compo- sition of the Supervisory Board and Executive Board: Dr. Anton- ella Mei-Pochtler was appointed as a member of the Super- visory Board of ProSiebenSat.1 Media SE by court order with effect from April 13, 2020. A clear majority of the shareholders then elected her as a new Supervisory Board member at the

Annual General Meeting on June 10, 2020. She succeeds Ange- lika Gifford, who had resigned on January 13, 2020. Dr. Antonella Mei-Pochtler is an independent entrepreneur as well as senior advisor at the Boston Consulting Group and special advisor to the Austrian Chancellor. She has extensive expertise as well as a global network in the areas of strategy, media and digital transformation.

On March 13, 2020, the company announced that Conrad Albert, Deputy CEO of ProSiebenSat.1 Media SE, would resign his Executive Board post by mutual agreement at the end of April 30, 2020, and leave the company on this date. In addition, the Supervisory Board of ProSiebenSat.1 Media SE resolved on March 26, 2020, that CFO Rainer Beaujean would also take on the role of Chairman of the Executive Board and CEO Max Conze

would leave the company with immediate effect. Additionally, Wolfgang Link and Christine Schefﬂer were newly appointed to the Executive Board. In the Executive Board team, Rainer

Beaujean is responsible for Strategy & M&A, the Red Arrow Studios, NuCom Group and the newly created ParshipMeet Group as well as all ﬁnancial functions and the holding divisions IT,

Communications, Investor Relations, Legal, Media Policy and

Group Security. Wolfgang Link is in charge of the entertainment business, which comprises all areas from content and digital to sales and the streaming business with the platform Joyn.

Christine Schefﬂer heads the Human Resources, Compliance, Sustainability and Organizational Development & Operational

Excellence departments.

As part of this, ProSiebenSat.1 Group is refocusing its entertain- ment business more strongly on the German-speaking region (Germany, Austria and Switzerland). At the same time, the con- tent, digital and sales businesses are being brought even closer together in order to offer viewers content across all platforms and media. Since October 1, 2020, all of ProSiebenSat.1 Media SE's entertainment activities have therefore also been bundled under the umbrella brand of the Seven.One Entertainment

Group GmbH ("Seven.One Entertainment Group"). → Organization and Group Structure → Strategy and Objectives

In this strategic context, ProSiebenSat.1 Group acquired broad- casting rights for Bundesliga soccer starting with the 2021/22 season for its station SAT.1 in June 2020. The exclusive live free TV package comprises nine live matches per season, including the

Supercup, the opening Bundesliga game, the matches before and after the winter break, the opening game of Bundesliga 2, and the Bundesliga and Bundesliga 2 play-offs. The rights pack- age is valid for four seasons in total. The live matches will be broadcast on SAT.1 and in parallel on the platforms ran.de and sat1.de, on the ran and SAT.1 apps, and in the SAT.1 live stream on Joyn. ProSiebenSat.1 is thus expanding the Group's sports offering, which also includes broadcasts of the European U21

Championship and the National Football League (NFL).

Because ProSiebenSat.1 Group is increasingly focusing on local, relevant and live content in its programming strategy, the Group has also announced that it will further expand its own production activities: From the start of 2023, the company will produce cross-platform news for ProSieben, SAT.1 and Kabel Eins itself. A central news team of around 60 people is therefore being assembled and an ultra-modern, cross-media newsroom with a state-of-the-art studio is being built. A capital city ofﬁce is also planned in Berlin.

The health and safety of employees are ProSiebenSat.1 Group's top priority. Against the background of the COVID- 19 pandemic, most of the employees at the Unterföhring site have been working remotely from home since mid-March, also in order to protect the employees who are absolutely necessary in order to continue broadcasting at the campus in Unterföhring.

GROUP EARNINGS

REVENUES

The Group generated revenues of EUR 4,047 million in 2020

(previous year: EUR 4,135 million) and was therefore only 2% below the previous year despite the substantial impact of the COVID-19 pandemic. After the Group's business was impacted by the pandemic-related restrictions, particulalry in the second quarter, ProSiebenSat.1 ended the year with a strong fourth quarter: Over this period, the Group's revenues increased by 11% to EUR 1,492 million (previous year: EUR 1,349 million) as all segments again posted growth.

Adjusted for currency effects and changes in the portfolio, the Group's revenues declined by 4% to EUR 3,930 million (previous year: EUR 4,115 million). 1 → Signiﬁcant Events and Changes in the Scope of Consolidation

The development in revenues in ﬁnancial year 2020 reﬂects the impact of the COVID-19 pandemic, which affected advertising business and international production business especially. Also, the revenues of our online comparison platform for rental cars and the offerings in the ﬁeld of experiences were below the previous year due to the restrictions on public and economic life. In the second half of the year, both the advertising business and the international production business showed an upward trend, given positive economic signals, with the result that the Group's revenues were higher year-on-year in the fourth quar- ter. However, the negative effects resulting in particular from the second quarter, could not be fully compensated for the full- year. Against this background, and as a result of the growing revenues of our commerce and dating business, the share of non-advertising business to the Group revenues increased to 52% over the year (previous year: 47%).

EXTERNAL REVENUES BY SEGMENT 1 in EUR m

Absolute	Change
2020	2019	change	in %
Seven.One
Entertainment Group	2,286	2,518	- 231	- 9.2
ParshipMeet Group	333	209	124	59.3
NuCom Group	807	756	51	6.8
Red Arrow Studios	620	652	- 32	- 4.9
Revenues	4,047	4,135	- 88	- 2.1

The prior-year ﬁgures have been adjusted to the segment structure in place since the third quarter of 2020.

External revenues in the Seven.One Entertainment Group segment amounted to EUR 2,286 million (previous year: EUR 2,518 million), and were thus 9% below the previous year's ﬁgure. Adjusted for currency effects and portfolio changes, the decline in segment revenues also amounted to 9%; the hosting and infrastructure provider myLoc was sold in 2020.

After the ﬁrst impacts of the pandemic on the advertising market were already visible in mid-March, this development intensiﬁed signiﬁcantly in the second quarter. Following a recovery supported by the economy in the third quarter, exter- nal revenues rose by 2% compared to the previous year in the fourth quarter, thanks in particular to the growth of 3% in adver- tising business. However, the development described caused advertising revenues to decline by 10% over the full-year. The

AdTech sector's advertising revenues with the programmatic trading of advertising time developed positively in all quarters. Other revenues recorded a slight decrease by 3% year-on-year, and were also deﬁned by the weak second quarter. Sports were particularly affected, as no events could take place due to the pandemic. By contrast, distribution revenues grew dynamically in all quarters thanks to the further increase in the number of

HD users. → Group Environment

External revenues in the ParshipMeet Group segment rose by 59% to EUR 333 million (previous year: EUR 209 million) in ﬁnancial year 2020 and were inﬂuenced in particular by the acquisition of The Meet Group in September 2020. Adjusted for currency effects and portfolio changes, revenues also rose signiﬁcantly by 11%. In particular, the performance of the com-panies of the former Parship Group (Parship, Elite Partner and eHarmony) was very positive. On the one hand, this highlights the growing importance of the dating business even in a COVID- 19 affected environment. On the other, eHarmony experienced strong organic growth following its full integration. Parship Group was carved out of the NuCom Group segment following the acquisition of The Meet Group and has been reported in the new segment ParshipMeet Group since the third quarter.

In the NuCom Group segment, external revenues rose by 7% to EUR 807 million in the reporting period 2020 (previous year: EUR 756 million). Growth was inﬂuenced by the acquisition of be

Around in March 2019 and, countering this, the sale of WindStar at the beginning of December. Adjusted for currency effects and portfolio changes, the growth amounted to 6%. Despite the COVID-19 restrictions, the online-beauty provider Flaconi GmbH

1 The revenues of the US online dating and social entertainment company The Meet Group, which was acquired in September 2020, were not taken into account in the current ﬁnancial year. Similarly, be Around Holding GmbH ("be around"), the online broker for products and services that was acquired in March 2019, was also not taken into account for January and February 2020. The contributions of myLoc, the hosting and infrastructure provider sold as of the end of September 2020, were not included for the months from October to December 2019, and the contributions of the OTC provider WindStar, which was sold as of the start of December 2020, were not included for the month of December 2019. Currency effects are determined by translating the previous year's revenues using the average rates applied in currency translation in the current ﬁnancial year.

("Flaconi") in particular continued its revenue growth with con- siderable gains. By contrast, the restrictions on public life since March 2020 had a negative impact on the travel and transport business as well as on the leisure industry. The declines there slowed NuCom Group's growth accordingly.

External revenues in the Red Arrow Studios segment decreased by 5% to EUR 620 million in ﬁnancial year 2020 (previous year: EUR 652 million). Adjusted for currency effects, revenues were down 3% on the previous year. The effects of the COVID-19 pandemic also had a high impact here in the second quarter in particular, with the international program production business being particularly hard hit. After program productions in the US in particular had to be largely stopped or postponed in mid-March, there were still restrictions there in the further course of the year. As the restrictions on public life were eased, production business recovered slightly in the third quarter and was above the level of the previous year in the fourth quarter due to catch-up effects. The performance in program distribution, our global sales business, was also clearly positive over the full-year. However, this was unable to com- pensate the decline in production business over the ﬁrst nine months of 2020. → Group Environment

REVENUE SHARE BY SEGMENT 1 in %, 2019 ﬁgures in parentheses

Seven.One Entertainment Group ParshipMeet Group

NuCom Group Red Arrow Studios

1 The prior-year ﬁgures have been adjusted to the segment structure in place since the third quarter of 2020.

ADJUSTED EBITDA BY SEGMENT in EUR m

→ Consolidated Financial Statements	→ Information
REVENUES BY REGION in EUR m
2020	2019
DACH1	3,349	3,516
USA	620	540
Other	77	78
Revenues	4,047	4,135

1 DACH = German-speaking region (Germany, Austria, Switzerland).

At 82.8%, ProSiebenSat.1 Group generates the majority of its revenues in the DACH1 region (previous year: 85.0%).

ADJUSTED EBITDA

Adjusted EBITDA declined by 19% or EUR 166 million to EUR 706 million in ﬁnancial year 2020. The adjusted EBITDA margin was 17.4% (previous year: 21.1%). The decline in high- margin advertising business in particular had a negative impact on the ProSiebenSat.1 Group's proﬁtability. While the effects of the pandemic were particularly evident in the second quar- ter, earnings power improved signiﬁcantly in line with reve- nues from the third quarter. The Group's adjusted EBITDA grew by 12% to EUR 377 million in the fourth quarter (previous year: EUR 338 million). With the beginning of the COVID-19 pandemic various cost-cutting measures were implemented through- out the entire Group. For example, the Group adopted short- time work in areas affected by work shortages, IT expenses were scaled back and other costs such as travel or consulting expenses were reduced.

The implications of the COVID-19 pandemic are signiﬁcantly inﬂuencing the earnings and margin development of the

Seven.One Entertainment Group segment, in particular due to the decline in advertising revenues: Despite active cost man- agement, adjusted EBITDA was down by 28% or EUR 217 mil-lion at EUR 571 million over the full-year, the adjusted EBITDA margin declined to 24.0% (previous year: 30.2%). However, adjusted EBITDA grew by 4% year-on-year in the fourth quar- ter; the adjusted EBITDA margin was also slightly higher than in the previous year at 34.9% in the fourth quarter of 2020 (34.2%).

2020

2019

Absolute change

Change in %

Adjusted EBITDA margin 2020 (in %)1

Adjusted EBITDA margin 2019 (in %)1

Seven.One Entertainment Group ParshipMeet Group

NuCom Group 7.0

571	24.0
80	23.9
32	3.9
42	6.2
- 19	-
706	17.4

Red Arrow Studios 6.6

Reconciliation (Holding & other)

Total adjusted EBITDA

1 Based on segment revenues.

30.2 21.0

- 21.1

The ParshipMeet Group segment recorded signiﬁcant growth in adjusted EBITDA in 2020: the ﬁgure rose from EUR 44 mil- lion to EUR 80 million. In addition to strong operational growth, this is due to the acquisition of The Meet Group. The adjusted EBITDA margin improved to 23.9% (previous year: 21.0%).

→ Signiﬁcant Events and Changes in the Scope of Consolidation

The adjusted EBITDA of the NuCom Group segment amounted to EUR 32 million, down 41% on the previous-year ﬁgure of EUR 54 million. The adjusted EBITDA margin declined to 3.9% (previous year: 7.0%). The change is due in particular to the decline in the high-margin revenues in our travel and leisure business in connection with COVID-19 related lower bookings. Strict cost management was a key positive factor, and the con- tributions to earnings at Flaconi and Verivox improved as well. Earnings were impacted by the different margin structures of the individual business models.

Adjusted EBITDA in the Red Arrow Studios segment decreased by 13% to EUR 42 million (previous year: EUR 48 million). By contrast, the adjusted EBITDA margin was virtually almost stable at 6.2% (previous year: 6.6%). The decline in revenues in production business was partially compensated by correspond- ing cost-cutting measures and dynamic program distribution.

The following table shows the reconciliation of adjusted EBITDA to net income:

RECONCILIATION OF ADJUSTED EBITDA TO NET INCOME in EUR m

Absolute	Change
2020	2019	change	in %
Adjusted EBITDA	706	872	- 166	- 19.1
Reconciling items	95	- 34	129	~
EBITDA	801	838	- 37	- 4.4
Depreciation, amortization
and impairment	- 248	- 260	11	- 4.3
thereof from purchase
price allocations	- 52	- 69	16	- 23.7
Operating result (EBIT)	553	578	- 26	- 4.5
Financial result	- 183	-6	- 176	~
Income taxes	- 118	- 161	43	- 26.6
Net income	252	412	- 159	- 38.7

The reconciling items amounted to EUR 95 million in ﬁnan- cial year 2020 compared to minus EUR 34 million in the pre- vious year, and mostly arose in the fourth quarter of 2020 in the ﬁnancial year. The largest single item was income from changes in the scope of consolidation at EUR 140 million (previ- ous year: EUR 0 million). This includes income from the disposals of WindStar (EUR 106 million) and myLoc (EUR 35 million). M&A projects resulted in expenses of EUR 24 million (previous year: EUR 12 million) in 2020, which essentially relate to the acqui- sition of The Meet Group and the disposal of WindStar. The expenses from other one-time items of EUR 7 million mainly include expenses in connection with changes in the Executive Board (previous year: EUR 5 million). → Signiﬁcant Events and Changes in the Scope of Consolidation

PRESENTATION OF RECONCILING ITEMS WITHIN

ADJUSTED EBITDA in EUR m

2020	2019
Adjusted EBITDA	706	872
Income from changes in scope of consolidation	140	0
Income from other one-time items	1	0
Income adjustments	141	1
M&A related expenses	- 24	- 12
Reorganization expenses	- 6	- 45
Expenses for legal claims	- 3	0
Fair value adjustments of share-based payments	- 5	5
Expenses from other one-time items	- 7	- 5
Valuation effects relating to strategic realignments
of business units	- 1	23
Expense adjustments	- 46	- 35
Reconciling items	95	- 34
EBITDA	801	838

In total, depreciation, amortization and impairments amounted to EUR 248 million in 2020 after EUR 260 million in the previous year. Impairment losses decreased signiﬁcantly compared to the previous year and amounted to EUR 8 million (previous year: EUR 31 million). The main reason for the high ﬁg- ure in the previous year was an impairment of EUR 19 million on customer relationships in the Red Arrow Studios segment.

The amortization on intangible assets rose by EUR 11 million to EUR 160 million (previous year: EUR 149 million). In particular, this was due to higher internally generated intangible assets and purchased other intangible assets in conjunction with the acquisition of The Meet Group. Depreciation of property, plant and equipment remained unchanged at EUR 80 million.

FINANCIAL RESULT

The ﬁnancial result amounted to minus EUR 183 million in ﬁnancial year 2020 (previous year: EUR -6 million) and is due to various, at times contradictory developments and previous-year comparative effects:

The interest result amounted to minus EUR 73 million (pre- vious year: EUR -56 million) and, among other things, reﬂects higher borrowing costs. This was largely on account of higher expenses than in the previous year in connection with the term loan of EUR 6 million and the interest expenses of EUR 2 mil- lion resulting from the utilization of the revolving credit facil- ity (RCF) between April 2020 and November 2020. The previ- ous-year ﬁgure is relatively low and was inﬂuenced in part by a positive tax interest effect of EUR 4 million (2020: negative tax interest effect of EUR 5 million) that essentially relates to the tax deduction of one-time fees for the syndicated loan from 2007.

The result from investments accounted for using the equity method, also recognized in the ﬁnancial result, declined to minus EUR 77 million (previous year: EUR -50 million) and essentially includes the Group's 50% share of Joyn's result. In particular, Joyn's result for ﬁnancial year 2020 was reduced by impairments on other intangible assets of EUR 26 million (pre- vious year: EUR 0 million).

The other ﬁnancial result amounted to minus EUR 32 million in 2020 (previous year: EUR 100 million). On the one hand, this includes effects from the valuation of put-options and earn-out liabilities of minus EUR 30 million (previous year: EUR 76 million),

which primarily related to the ParshipMeet Group segment.

The largest single items in 2019 were valuation effects relating to Studio71 and the social advertising provider esome adver- tising technologies GmbH ("esome"). On the other hand, the other ﬁnancial result includes the gains on the revaluation and disposal of other ﬁnancial instruments of EUR 5 million (previ- ous year: EUR 41 million). The ﬁgure for 2019 reﬂects impacts in connection with various transactions: These include the dis- posal of the shares in the global video service Pluto Inc. ("Pluto")

in the amount of EUR 22 million, the revaluation of the shares accounted for using the equity method in Marketplace GmbH ("Marketplace") in conjunction with the higher shareholding and the consolidation of the newly founded be Around in the amount of EUR 26 million.

This was partly offset by currency translation results of minus EUR 6 million (previous year: EUR -9 million). In addition, ﬁnancing costs declined and amounted to minus EUR 7 million (previous year: EUR -10 million).

INCOME TAXES

Income taxes amounted to EUR 118 million in ﬁnancial year 2020 (previous year: EUR 161 million). This development was essentially due to the decline in the result before income taxes.

The tax rate rose from 28% to 32%. This increase was mainly due to the valuation effects described in the other ﬁnancial result and the result of investments accounted for using the equity method. Offsetting this, the tax rate was reduced by the largely tax-free income from the disposals of WindStar and myLoc.

NET INCOME AND ADJUSTED NET INCOME

Net income declined by EUR 159 million to EUR 252 million in ﬁnancial year 2020; in addition to the impact of the COVID-19 pandemic, this is also essentially due to the negative devel- opment described in the ﬁnancial result, in particular due to non-recurring valuation effects of put-options and earn- out liabilities. Against this background, net income attribut- able to shareholders of ProSiebenSat.1 Media SE declined by EUR 146 million to EUR 267 million.

Adjusted net income amounted to EUR 221 million in the past ﬁnancial year (previous year: EUR 387 million). The reconciling items relevant in calculating adjusted net income are presented in the statement of reconciliation below. In addition to the val- uation effects reorganized in other ﬁnancial result, these also include effects from foreign currency effects relating to the acquisition of The Meet Group. These are reported in the rec- onciliation statement under other material one-time items. Basic adjusted earnings per share amounted to EUR 0.98 in the reporting period (previous year: EUR 1.71).

RECONCILIATION OF ADJUSTED NET INCOME in EUR m

Net income

Reconciling items within

EBITDA

Depreciation, amortization and impairments from purchase price allocations Valuation effects in other ﬁnancial result

Valuation effects of put-options and earn-out liabilities 2 Valuation effects from interest rate hedging transactions

Other material one-time items

Tax effects on adjustments Subtotal

Net income attributable to non-controlling interests Adjustments attributable to non-controlling interests Net income attributable to adjusted non-controlling interests

Adjusted net income

Adjusted earnings per share (in EUR)

2020

2019

Absolute change

0.98

412

- 159

- 129

70 1

- 18

- 41

- 70

103

- 3

10 - 24 386

2 6 - 159

- 1

- 20

0 387

- 7 - 165

1.71

1 Including impacts on associates consolidated using the equity method in the amount of EUR 1 million.

Including compounding and foreign currency effects of EUR 3 million (previous year: EUR 6 million).

KEY INCOME STATEMENT ITEMS

INCOME STATEMENT in EUR m

Revenues Cost of sales Selling expenses Administrative expenses

Other operating income/expenses Operating result (EBIT)

Financial result

Income taxes Net income

Attributable to shareholders of ProSiebenSat.1 Media SE

Attributable to non-controlling interests

FUNCTIONAL COSTS

Change in %

- 38.7

- 25.1

- 82.9

- 81.2

20.6

- 22.9 - 41.1

~ ~

~ - 42.8

2020

2019

4,135 - 2,377

- 627

- 576

578

- 6

- 161

412

413 - 1

The cost of sales rose by 4% to EUR 2,468 million (previous year: EUR 2,377 million). EUR 74 million of the rise in costs relates to the acquisition of The Meet Group. Adjusted for this, the increase in the cost of sales amounts to EUR 16 million or 1%. While reve- nue-based costs at Flaconi increased by EUR 68 million, costs in the Red Arrow Studios segment declined by EUR 47 million

on account of stopped productions due to the pandemic. The cost of sales was also reduced in travel and leisure business by the decline in revenues due to COVID-19. Total programming expenses amounted to EUR 1,023 million in ﬁnancial year 2020 (previous year: EUR 1,007 million), and consisted in particular of the consumption of programming assets of EUR 966 million (previous year: EUR 958 million) taking into account the provi-sions for onerous contracts recognized and expenses for pro- ductions recognized immediately of EUR 57 million (previous year: EUR 49 million). This item had included the reversal of pro- visions for onerous contracts in the amount of EUR 23 million in the previous year. Without this non-recurring impact, program- ming expenses would have been slightly lower, by EUR 7 mil- lion, in ﬁnancial year 2020 than in the previous year. → Strategy and Objectives

The Group's selling expenses rose by 3% year-on-year to EUR 646 million (previous year: EUR 627 million). This devel- opment is attributable on the one hand to a growth-driven increase in marketing activities at eHarmony and Flaconi and on the other to the acquisition of The Meet Group. Furthermore, selling expenses were kept virtually stable thanks to systematic cost management during the COVID-19 pandemic, in particu-lar at a number of companies of the Seven.One Entertainment Group and NuCom Group segments.

The strict cost management in all segments had a particu- larly clear effect on administrative expenses. These declined to EUR 538 million in ﬁnancial year 2020 (previous year: EUR 576 million). This shows the impact of the cost-cutting measures due to COVID-19, such as savings in travel and con- sulting expenses. Also, the ﬁgure for the previous year contains expenses in connection with the repositioning and closer bun- dling of business areas in the Seven.One Entertainment Group segment.

The Group's personnel expenses reported in the cost of sales, selling expenses and administrative expenses amounted to

EUR 717 million in the past ﬁnancial year. This corresponds to a slight increase of 1% or EUR 10 million compared to the previous year. In particular, the higher personnel expenses result from the acquisition of The Meet Group at EUR 17 mil- lion. In the period under review, personnel expenses alsoinclude severance payments for former members of the Exec- utive Board of EUR 7 million (previous year: EUR 5 million). Not including these impacts, ProSiebenSat.1 Group was able to reduce personnel expenses in particular on account of the reorganization in the Seven.One Entertainment Group segment and the use of short-time work especially in the NuCom Group segment.

Other operating income and expenses increased signiﬁcantly from EUR 24 million in the previous year to EUR 157 million in ﬁnancial year 2020. This increase mainly relates to income rec- ognized in the current period under review from the disposal of WindStar (EUR 106 million) and myLoc (EUR 35 million).

ALLOCATION OF PROFITS

Since ﬁnancial year 2018, ProSiebenSat.1 Media SE has pursued a general dividend policy of distributing around 50% of adjusted net income to the shareholders as a dividend. The Group uses cash inﬂows exceeding the dividend distribution primarily for investments in organic and inorganic growth and to reduce its debt. In ﬁnancial year 2020, in view of the COVID-19 situation, the Executive Board and the Supervisory Board resolved to sus- pend the dividend originally planned for ﬁnancial year 2019 and to be paid in 2020. However, the Executive Board conﬁrmed the overall dividend policy. Accordingly, the Executive Board and the Supervisory Board will propose a dividend of 50% of adjusted net income or EUR 0.49 per share to the Annual Gen- eral Meeting for ﬁnancial year 2020. This corresponds to a div- idend yield of around 3.6% based on the closing price of the ProSiebenSat.1 share at the end of 2020.

RETURN ON CAPITAL EMPLOYED (ROCE)

The ProSiebenSat.1 Group's return on capital employed (ROCE) was 10% in ﬁnancial year 2020 after 16% in ﬁnancial year 2019. The decline is mainly due to the decrease in reve- nues from high-margin advertising business in conjunction with the COVID-19 pandemic. The increase in capital employed was caused in particular by the acquisition of The Meet Group.

→ Planning and Management

CALCULATION OF P7S1 ROCE in EUR m

2020	2019
Adjusted EBIT 1	514	684
Plus pension expenses	2	2
Plus result from investments accounted
for using the equity method	- 77	- 49
Return (ROCE)	439	637
Capital employed (average) 2	4,189	3,945
P7S1 ROCE (in %)	10	16

1 Adjusted EBIT: Stands for adjusted earnings before interest and taxes. It describes the operating result (earnings before interest and taxes) adjusted for certain inﬂuencing factors (reconciling items). These factors include the reconciling items that ﬂow into adjusted EBITDA as well as depreciation, amortization and impairments from purchase price allocations.

Capital employed is the difference between intangible assets (incl. goodwill and purchase price allocation), property, plant and equipment, investments accounted for using the equity method, media-for-equity investments, program assets, inventories, account receivables and other current assets less other provisions, account receivables and current other ﬁnancial assets

(excluding derivatives) and other receivables and assets less other provisions, accouns, receivables, liabilities to at equity investments and other liablities.

The ﬁgure relates to the average of the reporting dates of the last ﬁve quarters.

FINANCIAL PERFORMANCE

OF THE GROUP

Total assets amounted to EUR 7,081 million as of Decem- ber 31, 2020 (December 31, 2019: EUR 6,618 million), this is an increase of 7%. The most important items in the statement of ﬁnancial position are described in more detail below:

FINANCIAL PERFORMANCE in EUR m

Absolute	Absolute
12/31/2020	12/31/2019	change	in %
Assets
Goodwill	2,177	2,109	68	3
Programming assets	1,072	1,057	15	1
Other intangible assets	943	835	108	13
Property, plant and
equipment	443	351	92	26
Other	341	413	- 72	- 18
Non-current assets	4,975	4,764	211	4
Programming assets	141	148	-6	- 4
Trade receivables	569	530	40	7
Other	172	226	- 54	- 24
Cash and cash equivalents	1,224	950	274	29
Current assets	2,106	1,853	253	14
Total assets	7,081	6,618	464	7
Liabilities
Equity	1,687	1,288	399	31
Current ﬁnancial debt	2,591	3,190	- 598	- 19
Other	826	744	81	11
Non-current liabilities	3,417	3,934	- 517	- 13
Current ﬁnancial debt	601	5	596	~
Other	1,376	1,390	- 14	- 1
Current liabilities	1,977	1,395	582	42
Total equity and liabilities	7,081	6,618	464	7

Current and non-current assets: As of December 31, 2020, goodwill increased by EUR 68 million to EUR 2,177 million (December 31, 2019: EUR 2,109 million); its share in total assets was 31% (December 31, 2019: 32%). The increase in goodwill mainly results from the acquisition of The Meet Group at the start of September 2020 (EUR 239 million). This was countered by the disposals of myLoc and WindStar (EUR 128 million) and foreign currency effects.

Programming assets were almost stable year-on-year at EUR 1,213 million (December 31, 2019: EUR 1,204 million). They therefore accounted for 17% of total assets (December 31, 2019: 18%). Details of the development in programming assets are shown below: → Notes, note 18 "Programming assets" .

STATEMENT OF CHANGES IN PROGRAMMING ASSETS in EUR m

2020	2019
Carrying amount 01/01	1,204	1,113
Additions 1	1,027	1,170
Disposals	- 17	- 17
Consumption	- 999	- 1,061
Other change	- 1	- 2
Carrying amount 12/31	1,213	1,204

1 EUR 35 million of the additions in ﬁnancial year 2020 have already been recognized in proﬁt or loss through provisions for onerous contracts recognized in ﬁnancial year 2018 (previous year: EUR 51 million).

Taking into account the provision for onerous contracts rec- ognized, the consumption of programming assets increased slightly in ﬁnancial year 2020 to EUR 966 million (previous year: EUR 958 million). However, this development reﬂects in partic- ular the reversal of the provision for onerous contracts in the amount of EUR 23 million in 2019. Without this non-recurring effect, the consumption of programming assets would have been slightly lower, by EUR 15 million, in ﬁnancial year 2020 than the ﬁgure for the previous year (EUR 981 million).

EARNINGS EFFECTS OF PROGRAMMING ASSETS in EUR m

2020	2019
Consumption	999	1.061
Change in provision for onerous contracts	- 33	- 103 1
Consumption incl. change in provision for
onerous contracts	966	958

1 Including EUR 23 million reversed from the provision for onerous contracts.

Other intangible assets increased by EUR 108 million or 13% to EUR 943 million (December 31, 2019: EUR 835 million). This increase is mainly due to the acquisition of The Meet Group (EUR 193 million) and investments in other intangible assets of EUR 136 million. This was countered by amortization and impairments of EUR 168 million, the disposals of WindStar (EUR 38 million) and currency effects of EUR 14 million. Prop- erty, plant, and equipment increased by 26% to EUR 443 million (December 31, 2019: EUR 351 million). This is mainly attributable to rented ofﬁce space in Germany and the US.

Other non-current assets decreased by 18% to EUR 341 million (December 31, 2019: EUR 413 million). Their decline is essentially due to the value performance of long-term foreign currency hedges in US dollars. For this reason, other current assets also recorded a decline, falling by a total of 24% to EUR 172 million (December 31, 2019: EUR 226 million). By contrast, current trade receivables rose by 7% to EUR 569 million as of the end of the reporting period (December 31, 2019: EUR 530 million).

Cash and cash equivalents increased to EUR 1,224 million. This equates to an increase of 29% or EUR 274 million compared to December 31, 2019, and reﬂects the positive development of cash ﬂows. Compared to the previous year, cash and cash equivalents were positively inﬂuenced by the suspension of the originally announced dividend payment of EUR 192 million. A dividend of EUR 269 million was paid in 2019. → Analysis of Liquidity and Capital Expenditure

Equity: Equity increased by 31% or EUR 399 million to

EUR 1,687 million. The equity ratio was 23.8% (December 31, 2019:

19.5%). On the one hand, this development is due to the acqui- sition of The Meet Group together with General Atlantic and the increased shareholding in the newly formed ParshipMeet Group as a result. On the other, equity received a signiﬁcant boost from the positive net income especially.

Current and non-current ﬁnancial debt: Total current and non-current ﬁnancial debt amounted to EUR 3,192 million (December 31, 2019: EUR 3,195 million). The notes that were due to mature in April 2021 and repaid early on January 15, 2021 was reported under current ﬁnancial debt at a carrying amount of

EUR 600 million as of December 31, 2020.

NET WORKING CAPITAL

NET WORKING CAPITAL in EUR m

12/31/2020	12/31/2019
Inventories	44	48
Receivables	588	541
Trade payables	692	746
Net working capital	- 60	- 156

The net working capital of ProSiebenSat.1 Group increased to minus EUR 60 million as of December 31, 2020 (Decem- ber 31, 2019: EUR -156 million). The ratio of average net work- ing capital to revenues of the past twelve months was minus 1.5% as of December 31, 2020 (December 31, 2019: -3.8%).

100

Attachments

Original document
Permalink

Disclaimer

ProSiebenSat.1 Media SE published this content on 03 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 March 2021 08:52:12 UTC.

Market Closed - Xetra Other stock markets 11:35:14 2024-05-17 am EDT			5-day change	1st Jan Change
7.53 ^EUR	-0.99%		+4.66%	+36.07%

May. 15	PROSIEBENSAT.1 : Barclays remains its Buy rating	ZD
May. 15	PROSIEBENSAT.1 : Deutsche Bank sticks Neutral	ZD

ProSiebenSat.1 Media SE

Equities

PSM

DE000PSM7770

Broadcasting

ProSiebenSat 1 Media : Annual Financial Report 2020

Latest news about ProSiebenSat.1 Media SE

Chart ProSiebenSat.1 Media SE

Company Profile

Income Statement Evolution

Analysis / Opinion

Ratings for ProSiebenSat.1 Media SE

Analysts' Consensus

EPS Revisions

Quarterly earnings - Rate of surprise

Sector Other Broadcasting

	1st Jan change	Capi.
PROSIEBENSAT.1 MEDIA SE	+36.07%	1.87B
WALT DISNEY COMPANY (THE)	+14.35%	188B
FORMULA ONE GROUP	+13.83%	16.62B
PARAMOUNT GLOBAL	-18.73%	8.8B
THE LIBERTY SIRIUSXM GROUP	-15.50%	8.04B
MBC GROUP	0.00%	4.75B
ITV PLC	+23.89%	3.97B
TBS HOLDINGS,INC.	+22.51%	3.89B
LIBERTY LIVE GROUP	+6.45%	3.62B
MULTICHOICE GROUP LIMITED	+42.68%	2.72B