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.

DECLARATION OF COMPLIANCE OF THE EXECUTIVE BOARD AND THE SUPERVISORY BOARD OF PROSIEBENSAT.1 MEDIA SE 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 recommendations 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 issuance of the last declaration of compliance in December 2019 with the following exception:

The D&O insurance contracts concluded for the Executive Board and the Supervisory Board provide for payment of a deductible by the insured members of the Executive 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 members’ motivation or sense of responsibility. Therefore, no deductible is agreed for Supervisory Board members, contrary to the recommendations of item 3.8 of the previous German Corporate Governance Code.

The Executive Board and the Supervisory Board of ProSiebenSat.1 Media SE hereby further declare to comply 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 

The current Management Declaration pursuant to Sections 289f, 315d HGB of March 2021 can be found in the Annual Report 2020.

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