Remuneration & Reportable Securities

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For us, transparent reporting on the compensation of the Supervisory Board and Executive Board is one of the core elements of good corporate governance.

Remuneration

The Compensation Report (as part of the Annual Report 2022, page 78) 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 Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft in accordance with Section 162 (3) of the German Stock Corporation Act (AktG) and 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.

Remuneration system for the members of the Executive Board

Taking into account the Act Implementing the Second Shareholder Rights Directive ("ARUG II") and the German Corporate Governance Code, the Supervisory Board resolved to adjust the remuneration system for the members of the Executive Board and presented the remuneration system to the Annual General Meeting on 1 June 2021 under agenda item 6 for approval. The Annual General Meeting approved the system for the remuneration of the members of the Executive Board with a majority of 96.40% of the votes cast.

A full description of the system can be found in the notice of the 2021 Annual General Meeting under item 6 "Resolution on the approval of the remuneration system for the members of the Executive 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.

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