ProSiebenSat.1 Media SE (Explanations According to HBG)

The annual financial statements of ProSiebenSat.1 Media SE are prepared in compliance with the provisions of the German Commercial Code and the supplementary provisions of the German Stock Corporation Act and the Articles of Association.

Business and Economic Environment

ProSiebenSat.1 Media SE is a management holding company that also conducts its own operating activities. It is responsible for management functions such as corporate strategy and risk management for ProSiebenSat.1 Group, investment administration and central financing tasks, and other service functions. Furthermore, ProSiebenSat.1 Media SE is the tax group parent for the majority of the domestic subsidiaries. Its material income results from subsidiaries’ profit transfer agreements and internal services charged. In addition, revenues are generated in particular from the sale of ancillary programming rights.

The economic environment of ProSiebenSat.1 Media SE essentially corresponds to that of ProSiebenSat.1 Group and is described in detail in the section on the Group’s environment.

ProSiebenSat.1 Media SE as the parent company of ProSiebenSat.1 Group is integrated into the Group-wide risk management system. Further information and the description of the internal control system for ProSiebenSat.1 Media SE required according to Section 289 (5) HGB are presented in the Risk Report.

The Management Declaration according to Section 289a HGB is publicly accessible on the Company’s website and can be viewed in this Annual Report.

Significant Events in 2015

At the Annual General Meeting on May 21, 2015, the shareholders of ProSiebenSat.1 Media AG resolved to convert the Company into a European Stock Corporation (Societas Europaea, SE). The conversion of ProSiebenSat.1 Media AG into a European Stock Corporation (Societas Europaea, SE) became effective on July 7, 2015, with its entry in the commercial register. The new legal form has no impact on shareholders or the Group’s corporate governance.

In financial year 2015, the duration of the syndicated loan agreement was extended by one year to April 2020 and the term loan increased by EUR 700.0 million to EUR 2,100.0 million; all other material conditions remain unchanged. The loan agreement is unsecured and was made with an international banking group. The loan liabilities bear interest at a variable rate.

Earnings of ProSiebenSat.1 Media SE

Revenues at ProSiebenSat.1 Media SE increased in financial year 2015 by EUR 7.1 million or 23.1 % to EUR 37.9 million. The year-on-year revenue upturn resulted primarily from higher revenues from the sale of ancillary programming rights and revenues from barter transactions.

Other operating income rose by EUR 4.9 million year-on-year to EUR 140.8 million. It primarily includes revenues from internal services charged and effects of currency translation.

Operating expenses amounted to EUR 264.6 million (previous year: EUR 246.3 million). Programming and material expenses (- EUR 2.8 million) and personnel costs (- EUR 5.7 million) decreased slightly in financial year 2015. The increase in other operating expenses to EUR 142.8 million (previous year: EUR 117.9 million) was primarily due to higher expenses from currency translation and hedging transactions.

Investment income, the balance of income from profit transfer agreements less expenses from loss absorption, increased by EUR 92.0 million to EUR 773.1 million. As a result of the positive business performance of the German subsidiaries, income from profit transfer agreements increased by EUR 84.3 million to EUR 896.7 million overall. At the same time, costs for loss absorption fell slightly year-on-year to EUR 123.6 million (previous year: EUR 131.2 million).

In financial year 2015, the financial result (interest income netted against interest expenses including write-downs of financial assets) improved by EUR 71.3 million to minus EUR 80.8 million. This is primarily due to the decline in interest expenses of EUR 56.7 million to EUR 90.0 million. The figure for 2014 was shaped by the full reversal of deferred financing costs of the replaced loans and the financing costs in 2014 totaling EUR 40.0 million which were recognized as expenses in financial result. Interest income fell by EUR 5.1 million to EUR 9.2 million in financial year 2015. This is due to the lower interest rates. Interest income from affiliated companies resulting from internal lending fell by EUR 3.0 million. Furthermore, the value for 2014 includes impairments of financial assets of EUR 19.9 million, which were no longer incurred in the reporting year.

As a consequence, income from ordinary activities rose by EUR 156.9 million to EUR 606.4 million. After deducting income taxes of EUR 172.8 million (previous year: EUR 149.2 million) and other taxes, ProSiebenSat.1 Media SE reports net income for the year of EUR 433.6 million in financial year 2015. This is a significant year-on-year growth of EUR 133.4 million.

ProSiebenSat.1 Media SE had no material off-balance-sheet financing instruments during the reporting year.

ProSiebenSat.1 Media SE has concluded rental contracts for property it uses at the Unterföhring site, which were classified as operating leases in accordance with HGB. These contracts are not due to expire before 2019.

Net Assets of ProSiebenSat.1 Media SE

As of December 31, 2015, the total assets of ProSiebenSat.1 Media SE increased by 14.1 % or EUR 914.7 million to EUR 7,384.8 million.

Non-current assets increased by 15.4 % or EUR 759.2 million year-on-year to EUR 5,694.5 million as of December 31, 2015. The increase resulted from capital increases carried out at direct subsidiaries in the reporting year amounting to EUR 716.3 million; a second reason was the EUR 52.5 million increase in loans to affiliated companies.

Compared to December 31, 2014, current assets increased to EUR 1,685.9 million. The increase of 10.2 % or EUR 155.7 million is primarily due to higher cash and cash equivalents; these increased by EUR 149.6 million year-on-year.

As of December 31, 2015, the equity of ProSiebenSat.1 Media SE increased by 4.1 % or EUR 109.7 million year on year to EUR 2,778.2 million. The increase was the result of the net income for the financial year 2015 of EUR 433.6 million. In addition, the exercise of stock options amounting to EUR 10.4 million had a positive effect. However, the dividend distribution in May 2015 of EUR 341.9 million had a contrary effect.

As of December 31, 2015, the equity ratio amounted to 37.6 % compared to 41.2 % on the previous year’s closing date. This development reflects the increase in total assets due to the new loan and the higher financial assets. In absolute figures, equity increased as of December 31, 2015 by EUR 109.7 million.

Provisions increased by EUR 26.4 million to EUR 90.9 million as of December 31, 2015. This was mainly due to the EUR 18.6 million increase in tax provisions.

Amounting to EUR 4,499.7 million, liabilities as of December 31, 2015, were EUR 794.3 million or 21.4 % higher than in the previous year. The increase resulted mainly from the borrowing of the new loan of EUR 700.0 million and the EUR 56.1 million increase in trade accounts payable. In addition, liabilities to affiliated companies increased by EUR 42.5 million to EUR 1,490.8 million.

Financial Position of ProSiebenSat.1 Media SE

Cash management is performed centrally; Group cash flows are mostly pooled at ProSiebenSat.1 Media SE as the holding company via the implemented cash pooling system. Therefore the cash flow of the Group impacts the liquidity of ProSiebenSat.1 Media SE to a large degree.

For Group companies, especially the German TV stations, ProSiebenSat.1 Media SE acts as purchasing agent for programming assets. In financial year 2015, EUR 469.4 million (previous year: EUR 434.9 million) was spent on investments in programming assets. In 2015, ProSiebenSat.1 Media SE received from Group companies EUR 486.4 million (previous year: EUR 404.8 million) from the internal transfer of programming assets. As of December 31, 2015, the total future financial obligations from programming purchase agreements already concluded amounted to EUR 2,962.0 million (previous year: EUR 2,625.2 million).

In the reporting year, cash outflows for purchases of intangible assets and tangible fixed assets at the level of ProSiebenSat.1 Media SE amounted to EUR 15.2 million. This is a year-on-year increase of EUR 1.8 million.

For further information on the balance sheet and income statement, refer to the Notes to the annual financial statements of ProSiebenSat.1 Media SE.

Development of Employee Numbers

In financial year 2015, on average 564 people were employed at ProSiebenSat.1 Media SE, 485 employees as well as 79 apprentices, trainees and interns. In the previous year, on average 540 people were employed at ProSiebenSat.1 Media SE, 85 of whom were apprentices, trainees and interns.

Risks and Opportunities

The business performance of ProSiebenSat.1 Media SE is fundamentally subject to the same risks and opportunities as that of ProSiebenSat.1 Group. ProSiebenSat.1 Media SE participates in the risks of its subsidiaries and investments in line with its respective ownership interest. The risks and opportunities are described in the Risk and Opportunity Report.

Outlook

Because of the interrelations between ProSiebenSat.1 Media SE and its subsidiaries, the outlook for ProSiebenSat.1 Group also largely reflects the expectations of ProSiebenSat.1 Media SE. Net income of ProSiebenSat.1 Media SE increased in 2015 significantly as expected. The growth of EUR 133.4 million to EUR 433.6 million reflects the positive development of results on Group level. The earnings development of ProSiebenSat.1 Media SE should be in alignment with the development of the Group, since the results of the subsidiaries will influence the investment result to a large degree. Therefore, the above remarks in the Outlook also apply to ProSiebenSat.1 Media SE. We assume that investment result will have a substantial influence on the profit of ProSiebenSat.1 Media SE.