We have a strong financial foundation and involve our shareholders adequately in the Company’s success. We want to continue this profit-oriented dividend policy in the future and distribute an annual dividend of 80 % to 90 % of underlying net income. At the same time, we adhere to the targeted leverage factor of 1.5 to 2.5. It indicates the level of netdebt in relation to LTM recurring EBITDA - i.e. the EBITDA adjusted for non-recurring items that the ProSiebenSat.1 Group has generated in the last twelve months (LTM = last twelve months).
At the Annual General Meeting on June 30, 2016, the shareholders of ProSiebenSat.1 Media SE resolved to distribute a dividend of EUR 1.80 per share for the financial year 2015 (previous year: EUR 1.60). This corresponds to a total payout of EUR 386.2 million and a payout ratio of 82.6 % of the Group’s underlying net income and thus is in line with our communicated dividend policy.
Dividend proposal (Annual Press Conference)
Dividend resolution (Annual General Meeting)
Number of shares in million1
Underlying earnings per share2
Dividend per dividend entitled common share
Dividend per dividend-entitled preference share
Payout in million3
1 One single share class as of August 16, 2013 (conversion of the non-voting bearer preference shares into voting registered common shares).
2For the financial years 2009 to 2012, the basic earnings per bearer preference share are shown. After the merger of the share classes in August 2013, the basic earnings per registered common share are shown. The calculation is based on underlying net income.
3 ProSiebenSat.1 Media SE held at the time of the Annual General Meeting preference shares as treasury stock. Shares directly or indirectly owned by the company are in accordance to § 71b AktG not entitled to receive a dividend.
4 Based on the underlying net income after minorities from continuing operations for the year.
Information regarding the taxation of the dividend 2015
Common shares (ISIN DE000PSM7770): The dividend per registered common share is EUR 1.80. It is generally subject to withholding tax (at a rate of 25% plus solidarity surcharge of 5.5% thereon, resulting in a total tax rate of 26.375% (plus church tax, as the case may be)). In case of further queries please consult your German tax advisor.
Additional information for individual shareholders:
The information provided below does not constitute tax advice but only describes certain general principles of German taxation, which might be relevant in connection with the dividend distribution. Shareholders should seek advice from their own tax counsel regarding the tax implications of the distribution.
The below sections do only apply to individual shareholders who hold their shares as private assets. Whether such shareholders are to be considered resident taxpayers for purposes of the below summary depends upon whether they are subject to German unlimited taxation (e.g., due to their residence or usual place of abode).
The tax liability applicable to dividend payments is generally satisfied by withholding a flat withholding tax (Abgeltungsteuer) of 25% plus solidarity surcharge of 5.5% thereon, resulting in a total tax rate of 26.375% (plus church tax, as the case may be). However, under certain circumstances no withholding will be made, e.g., if shareholders have given their bank a non-assessment-certificate from the German tax authorities (Nichtveranlagungsbescheinigung). The same applies to such shareholders who have submitted a German application for exemption (Freistellungsauftrag) from withholding tax with sufficient exemption volume that has not been used in connection with other income from capital investment.
The withholding will be made irrespective of the individual tax rate and does generally satisfy the personal income tax liability of the shareholders in respect of the dividend. However, certain exemptions apply. Shareholders may, e.g., request that a tax assessment be carried out on their income from the dividend and all other capital investments if this results in a lower tax liability (e.g., due to a lower individual tax rate, an unused lump-sum saving allowance (Sparer-Pauschbetrag) or losses that have to be taken into consideration). However, expenses actually incurred in connection with the dividend are not tax deductible within the scope of the flat withholding tax (Abgeltungssteuer).
Non-resident taxpayers are subject to limited taxation in Germany with respect to the dividend, i.e., the flat withholding tax (Abgeltungsteuer) does in principle also apply. As a consequence, the dividend will be subject to a withholding tax at a rate of 25% plus a solidarity surcharge of 5.5% thereon, i.e., in total 26.375%.
For dividend payments to non-resident taxpayers, a reduced withholding tax rate may apply if there is a respective double-taxation treaty in place between Germany and the country in which the shareholder resides for tax purposes. The discount, if any, is granted by refunding the difference between the withheld tax and the tax liability arising under the respective treaty. The shareholder has to file a respective request with the Federal Central Tax Office (Bundeszentralamt für Steuern, An der Küppe 1, 53225 Bonn, Germany or the German website http://www.bzst.bund.de) in compliance with certain formalities and deadlines.
If and to what extent non-resident tax payers are liable to taxes on the dividend in the country of their tax residence, is to be determined on the basis of the tax laws applicable in such country.