Remuneration & Reportable Securities
For us, transparent reporting on the compensation of the Supervisory Board and Executive Board is one of the core elements of good corporate governance.
Compensation Report
The Compensation Report describes the main features of the compensation system for the Executive Board and Supervisory Board of ProSiebenSat.1 Media SE for the last financial year. It explains the structure and level of compensation of the individual members of the Executive Board and Supervisory Board. The Compensation Report was prepared by the Executive Board and Supervisory Board and complies with the applicable provisions of stock corporation law. The Compensation Report was audited by PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft ("PwC") in accordance with Section 162 (3) of the German Stock Corporation Act (AktG) and voluntarily with regard to content. The Compensation Report also takes into account the recommendations of the German Corporate Governance Code in the version of April 28, 2022.
Renumeration Executive Board and Supervisory Board
- Renumeration System 2025
- In April 2025, the Supervisory Board adopted an amended remuneration system for the members of the Executive Board (Remuneration System 2025), which updates and amends the Remuneration System 2021 in certain respects, taking into account the requirements of Section 87a (1) AktG and submitted it to the Annual General Meeting on May 28, 2025 for approval under agenda item 7. The Annual General Meeting approved the Remuneration System 2025 with a majority of 95.17% of the votes cast.
- Renumeration System 2021
- The Annual General Meeting of the Company on June 1, 2021 approved the remuneration system resolved by the Supervisory Board of the Company on March 3, 2021 (Remuneration System 2021) in accordance with Section 120a (1) AktG under agenda item 6 with a majority of 96.40% of the votes cast. A full description of the system can be found in the invitation to the 2021 Annual General Meeting under item 6 "Resolution on the approval of the remuneration system for the members of the Executive Board".
- Renumeration of the Supervisory Board
- The remuneration of the Supervisory Board is regulated in Section 14 of the Company's Articles of Association and was approved in its current version by the Annual General Meeting on May 21, 2015. Most recently, on May 28, 2025, under agenda item 8, the Annual General Meeting confirmed the remuneration of the Supervisory Board members regulated in Section 14 of the Articles of Association unchanged with a majority of 99.42% of the votes cast. The remuneration of the Supervisory Board and the underlying remuneration system can be found in the invitation to the 2025 Annual General Meeting under item 8 "Resolution on the confirmation of the remuneration for the members of the Supervisory Board".
Directors' Dealings
ProSiebenSat.1 Media SE is in accordance with Article 19 of Regulation (EU) No. 596/2014 (Market Abuse Regulation — MAR) obliged to publish announcements of Executive Board and Supervisory Board members as well as those closely related persons on reportable transactions in shares of the company or related financial instruments without delay. Here, ProSiebenSat.1 Media SE publishes these so-called Director’s Dealings notifications for the current and previous financial year.
Voting Rights Notifications
Pursuant to Sections 33 et seq. of the German Securities Trading Act (Wertpapierhandelsgesetz — WpHG), the shareholders of ProSiebenSat.1 Media SE are obligated to file a report with ProSiebenSat.1 Media SE and the German Federal Financial Services Supervisory Office whenever their share of voting rights passes certain thresholds (3%, 5%, 10%, 15%, 20%, 25%, 30%, 50% or 75% of voting rights). Here, ProSiebenSat.1 Media SE publishes such voting rights notifications for the current and previous financial year.