Management Declaration

In the 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.

The Executive Board and the Supervisory Board of ProSiebenSat.1 Media SE declare that the Company has complied with all the recommendations of the "Government Commission on the German Corporate Governance Code" in the version of April 28, 2022 as published in the official section of the Federal Gazette (Bundesanzeiger) on June 27, 2022 (GCGC) in the period since the issuance of the last declaration of compliance in March 2025 and will also comply with these recommendations in the future, with the following exceptions:

Deviating from the recommendations of Section G., Marco Giordani will not be granted variable remuneration until the Annual General Meeting 2026. From the Supervisory Board's perspective, due to the Company's strategic realignment, a meaningful setting of targets in the Company's interest is not possible based on the current remuneration system. Due to his particular role as interim CFO, Bob Rajan receives his remuneration without taking into account the recommendations of Section G. within the framework of a board member placing arrangement.

After the end of Bob Rajan's temporary appointment and the Company's strategic realignment, the remuneration will again fully comply with the recommendations of the Code.

In October 2025

Executive Board and Supervisory Board of ProSiebenSat.1 Media SE