Organization and Group Structure

Business Activities and Segments

Corporate Profile and Market Position

ProSiebenSat.1 Group is one of the largest independent media corporations in Europe. With the stations SAT.1, ProSieben, kabel eins, sixx, SAT.1 Gold, and ProSieben MAXX, we are the number one in Germany, both in the TV advertising market and among viewers. We are growing sustainably and dynamically, as we are promoting the interconnection of the individual corporate areas and creating additional sources of revenues with new business ideas in all segments. Every day, we reach around 42 million TV households in our TV markets of Germany, Austria and Switzerland. With distribution in HD quality, we have tapped into an attractive new business area for our core business of television. Moreover, we are also Germany’s leading online video marketer and reach more than 30 million digital users a month. We offer high-quality on demand, online and on mobile entertainment with maxdome, Studio71, and the 7TV App. In recent years, we have built a strong Ventures & Commerce portfolio whose product areas are particularly suited to marketing via TV advertising. It is now one of our key growth drivers. In addition, our Group is successful around the world with its international program production and distribution network Red Arrow. With the Red Arrow Entertainment Group, we focus in particular on the English-speaking key markets of the US and UK.

Segments and Brand Portfolio

Our business is based on three strategic pillars that also constitute the reporting segments:

Segments of ProSiebenSat.1 Group

The segments are strategically, economically and technically interrelated. They cover the entire value chain from production to marketing and the distribution via various channels as well as vertical diversification of content. In the Broadcasting German-speaking segment, we include successful station brands such as SAT.1 and ProSieben and their distribution in HD quality. The extensive digital activities are bundled in the Digital & Adjacent segment. As well as entertainment offerings such as our video-on-demand (VoD) portal maxdome, these primarily include the dynamically growing Ventures & Commerce unit. The activities of Red Arrow Entertainment Group are bundled in the Content Production & Global Sales segment. The Group was represented in six countries with 13 production companies and three sales offices at the end of 2015. The following illustration provides an overview of our brand portfolio by segment:

Brand portfolio of the ProSiebenSat.1 Group

Management and Control

ProSiebenSat.1 Group is managed centrally by ProSiebenSat.1 Media SE. The parent company was converted from a Stock Corporation (Aktiengesellschaft, AG) into a European Stock Corporation (Societas Europaea, SE) in 2015. The conversion took effect with the entry of the Company into the Commercial Register on July 7, 2015. Since then, the Company has operated under the name ProSiebenSat.1 Media SE. The conversion from an AG into the European legal form of the SE facilitates the increasing international orientation of business activities. It resulted in no material changes for the corporate governance structure; shareholders’ rights in particular were unaffected. The organizational structure at Group level did not change materially, either structurally or legally. We report in detail about changes to the scope of consolidation in the corresponding chapter of the management report and the notes.

ProSiebenSat.1 Media SE is listed in Germany at the stock exchange in Frankfurt am Main and at the stock exchange in Luxembourg (Bourse de Luxembourg). Like ProSiebenSat.1 Media AG until its conversion in to the SE, ProSiebenSat.1 Media SE has three governing bodies: Annual General Meeting, Executive Board (management body), and Supervisory Board (supervisory body). The governing bodies’ decision-making powers are strictly demarcated from each other.

Corporate Governance structure of ProSiebenSat.1 Media SE as of December 31, 2015

• The shareholders of ProSiebenSat.1 Media SE exercise their rights of joint administration and oversight at the Annual General Meeting. Each share grants the same legal rights and obligations and one vote in the Annual General Meeting.
• The Executive Board is responsible for ProSiebenSat.1 Group’s overall performance, and has both professional and disciplinary authority over the managers of the various business segments and holding company units.
• The Supervisory Board monitors and advises the Executive Board in its conduct of business, and is thus directly involved in all corporate decisions of major importance.

The basic rules for this dualistic management and supervisory system are defined in ProSiebenSat.1 Media SE’s articles of incorporation and in the rules of procedure for the Executive Board and Supervisory Board. The articles of incorporation also define the corporate objective. They can be amended according to Section 18 (2) of the articles of incorporation by a majority resolution of the Annual General Meeting, provided at least half of the share capital is represented in the vote (Art. 59 (2) SE Regulation, Section 51 Sentence 1 SE Implementation Act); otherwise, the resolution requires a majority of two-thirds of the votes cast (Art. 59 (1) SE Regulation). In contrast, a change of the corporate objective still requires a majority of at least three quarters of the valid votes cast in accordance with Section 179 (2) Sentence 1 AktG in conjunction with Art. 59 (1) and (2) SE Regulation, Section 51 Sentence 2 SE Implementation Act. We report on personnel changes in the boards in the “To Our Shareholders” section.

Corporate Structure and Investments

The present consolidated financial statements include ProSiebenSat.1 Media SE and all significant subsidiaries — meaning entities in which ProSiebenSat.1 Media SE directly or indirectly holds a majority of voting rights or whose significant activities it is otherwise able to steer. In its function as the Group holding company, ProSiebenSat.1 Media SE has no sustantial operational role. Its tasks include central financing, Group risk management, and the ongoing development of the corporate strategy. The economic development of ProSiebenSat.1 Group is determined primarily by the subsidiaries, held both directly and indirectly.

One of the most important direct subsidiaries of ProSiebenSat.1 Media SE is ProSiebenSat.1 TV Deutschland GmbH. Under its umbrella, all six German free TV stations of ProSiebenSat.1 Group and the pay TV channels (ProSiebenSat.1 Pay TV GmbH) work together. Not only does the Company own all shares in the TV stations SAT.1, ProSieben, kabel eins, sixx, SAT.1 Gold, and ProSieben MAXX. It also indirectly holds a 100 % stake in the sales companies SevenOne Media GmbH and SevenOne AdFactory GmbH. This results in advantages with regard to the stations’ programming and the sale of advertising time. The companies in the Online and Online Games (ProSiebenSat.1 Digital GmbH), Travel (ProSieben Travel GmbH), and Ventures & Commerce (SevenVentures GmbH and ProSiebenSat.1 Commerce GmbH) areas are also affiliated indirectly with ProSiebenSat.1 Media SE. They are consolidated under ProSiebenSat.1 Digital & Adjacent GmbH. The subsidiaries for the Content Production & Global Sales segment operate under the Red Arrow Entertainment Group GmbH, also a 100 % holding of ProSiebenSat.1 Media SE.

Group structure as per December 31, 2015