ProSiebenSat.1 invites shareholders to its Annual General Meeting on May 20, 2026

Unterföhring, April 8, 2026. ProSiebenSat.1 Media SE today published the agenda for its upcoming Annual General Meeting (AGM), inviting shareholders to the virtual event on Wednesday, May 20, 2026. The agenda focuses on measures to further increase the Group’s efficiency and financial flexibility. Key items for the meeting include:

Streamlining the Supervisory Board
After three years of service, Dr. Katrin Burkhardt and Vice Chairman Prof. Dr. Cai-Nicolas Ziegler have decided to step down from the Supervisory Board of ProSiebenSat.1. Dr. Burkhardt's resignation takes effect at the close of the upcoming AGM, while Prof. Dr. Ziegler will not stand for re-election. Against this backdrop, the Executive Board and the Supervisory Board of ProSiebenSat.1 propose to reduce the number of Supervisory Board seats from nine to seven. This marks a further step in the company’s ongoing efforts to increase efficiency and drive cost savings. To achieve additional cost reductions, the Executive Board and the Supervisory Board propose to lower the level of remuneration for Supervisory Board members.

Four Supervisory Board candidates standing for election
The terms of office for Katharina Behrends, Thomas Ingelfinger, and Prof. Dr. Cai-Nicolas Ziegler expire at the end of this AGM. Additionally, Simone Sole and Michael Eifler were appointed by court in October 2025 until the end of this AGM. To reach the new target size of seven members, the Supervisory Board proposes Katharina Behrends, Michael Eifler, Thomas Ingelfinger and Simone Sole for election. This ensures a seamless transition and maintains the Board’s expertise in the current strategic phase.

Strengthening the Capital Structure
To broaden its financing flexibility and to provide ProSiebenSat.1 with a robust capital-structure toolkit to act quickly on strategic opportunities and support the Group’s ongoing transformation, the Executive Board and the Supervisory Board propose a package of capital-structure measures. The authorization proposals include: (i) a new authorized capital, (ii) a renewed authorization to issue convertible and/or option bonds with a nominal amount of up to EUR 700 million as well as the creation of new contingent capital to service these (replacing Contingent Capital 2021), and (iii) a new authorization to acquire and use treasury shares. The amount of the authorized and conditional capital to be created fully utilizes the statutory maximum limits. To protect shareholder interests and keep the overall potential dilution appropriate, any exclusion of pre-emptive rights under the authorization will not exceed 20% of the share capital in aggregate terms.

Maria Kyriacou, Chairwoman of the Supervisory Board of ProSiebenSat.1 Media SE: "On behalf of the entire Supervisory Board, I would like to sincerely thank Katrin Burkhardt and Cai-Nicolas Ziegler for their dedication and valuable contributions over the past three years. We wish them only the best for the future. As we move forward, the proposed reduction in Board size and the adjustments to our capital structure reflect our clear commitment to a leaner, more agile organization. These measures provide us with the financial flexibility needed to drive our transformation and create long-term value for our shareholders."

The Annual General Meeting will be held as a virtual meeting and broadcast live on the shareholder portal for registered shareholders on May 20, 2026, starting at 10 a.m. CEST.

Shareholders who wish to participate in the virtual Annual General Meeting and exercise their voting rights must register no later than Wednesday, May 13, 2026, by midnight (24:00) CEST. Further information on the Annual General Meeting of ProSiebenSat.1 Media SE, including the full text of the invitation, can be found in the shareholder portal or on the company website at: www.prosiebensat1.com/annual-general-meeting.