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 Supervisory Board of ProSiebenSat.1 Media SE declare that the Company has complied and will also comply in future with 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 on June 27, 2022 in the period since the issuance of the last declaration of compliance in March 2025, taking into account the update of the declaration of compliance in October 2025, with the following restrictions.

Deviating from the recommendations of Section G., Marco Giordani was not granted any variable remuneration. From the Supervisory Board’s perspective, due to the Company’s strategic realignment, a meaningful setting of targets in the Company’s interest was not possible based on the previous remuneration system. With the implementation of the new remuneration system, which will be submitted to the 2026 Annual General Meeting for approval, Marco Giordani’s remuneration is intended to comply with the provisions of this remuneration system and will also include variable remuneration.

According to recommendation G.7, sent. 1, referring to the forthcoming financial year, the Supervisory Board shall establish the performance criteria for each Management Board member covering all variable remuneration components; besides operating targets, the performance criteria shall be geared mainly towards strategic goals. Due to the mid-year introduction of a new management board remuneration system, which will be submitted to the 2026 Annual General Meeting for approval, the relevant performance criteria for the 2026 financial year could not be set before the start of that financial year.

According to recommendation G.10, taking the respective tax burden into consideration, variable remuneration amounts of Management Board members shall be invested predominantly in company shares by the respective Management Board member, or shall be granted as share-based remuneration. Granted long-term variable remuneration components shall be accessible to Management Board members only after a period of four years. The company’s new remuneration system, which will be submitted to the 2026 Annual General Meeting for approval, does not provide for share-based remuneration. In the Supervisory Board’s view, following the voluntary public takeover bid offer and given the company’s current shareholder structure, the share price is not a meaningful factor for determining the Management Board’s remuneration. In line with the previous structure of long-term variable remuneration, the three-year performance period will be retained. The additional one-year vesting period is in contrast omitted as the long-term variable remuneration is not share-based.

Due to his particular role as interim Group CFO, Bobby Rajan continues to receive his remuneration without taking into account the recommendations of Section G. within the framework of a board member placing arrangement.

March 2026

Executive Board and Supervisory Board of ProSiebenSat.1 Media SE