ProSiebenSat.1 invites to the virtual Annual General Meeting of shareholders on May 5, 2022

28/03/2022

ProSiebenSat.1 invites to the virtual Annual General Meeting of shareholders on May 5, 2022

The Company publishes the invitation to the AGM for May 5, 2022

Proposed distribution of a dividend of 0.80 EUR per no-par value share entitled to dividend; Increase of 63% compared to the previous year

Dr. Andreas Wiele to become Chairman of the Supervisory Board and succeed Dr. Werner Brandt, who is not running for re-election; Prof. Dr. Rolf Nonnenmacher will stand for re-election; Bert Habets is proposed for election to the Supervisory Board

Unterf hring, March 28, 2022. ProSiebenSat.1 Media SE invites its shareholders to the Annual General Meeting of shareholders on Thursday, May 5, 2022. Due to the COVID-19 pandemic, the shareholders meeting will again be held virtually. The event will be broadcast online on the shareholder's portal for registered shareholders from 10:00 a.m.; the public part can also be followed on the companys website. The Annal General Meeting will vote on the following agenda items, among others:

Resolution on the use of balance sheet profits for the fiscal year 2021 (agenda item 2):

ProSiebenSat.1 Media SE reports balance sheet profits of approximately EUR 979 million for the financial year 2021. The Executive Board and the Supervisory Board propose to distribute around EUR 181 million of this, which corresponds to a dividend of EUR 0.80 per no-par value share entitled to dividend. This is an increase of 63% compared to the previous year (previous year: EUR 0.49) and corresponds to the Group's dividend policy to pay-out around 50% of adjusted net income as dividend. EUR 400 million are to be allocated to other revenue reserves and about EUR 398 million are to be carried forward to the new accounting period.

Elections to the Supervisory Board (agenda item 7):

The Chairman of the Supervisory Board of ProSiebenSat.1 Media SE, Dr. Werner Brandt, has decided not to stand for re-election to the Supervisory Board at the ordinary meeting of shareholders on May 5, 2022 after eight years and two terms. The Supervisory Board intends to elect Dr. Andreas Wiele, formerly a member of the Executive Board of Axel Springer SE and a proven transformation expert, as its new Chairman and thus as Dr. Brandts successor after the ordinary meeting of shareholders.

Dr. Wiele has been a court-appointed member of the Supervisory Board since February 13, 2022. He succeeded Adam Cahan, who resigned from office to take on a new role as CEO of PAX Labs, Inc., a technology company in California. Accordingly, the Supervisory Board proposes to the Annual General Meeting to confirm Dr. Wiele as a member of the Supervisory Board.

Bert Habets, former CEO of RTL Group, will also be proposed for election as another new member of the Supervisory Board. He has profound experience in the management of global media companies as well as extensive know-how in the introduction and expansion of streaming video services.

Prof. Dr. Rolf Nonnenmacher, a member of the ProSiebenSat.1 Supervisory Board since 2015, is standing for re-election at the ordinary meeting of shareholders to continue his successful work on the Audit and Finance Committee. The former auditor and Chairman of the Government Commission on the German Corporate Governance Code is Chairman of the ProSiebenSat.1 Audit and Finance Committee. Prof. Dr. Rolf Nonnenmacher thus has the necessary expertise in the field of auditing, next to Dr. Marion Helmes, who has the expertise in the field of accounting principles and internal control systems.

The proposed candidates are the result of a comprehensive selection process initiated by the Supervisory Board of ProSiebenSat.1 Media in mid-2021. The Supervisory Board unanimously approved the election proposals. In the run-up to the publication of the agenda for the Annual General Meeting, the Supervisory Board also offered the shareholder MFE-MediaForEurope to propose its own candidate for election to the Supervisory Board. In return, the Supervisory Board solicited support from MFE-MediaForEurope for its proposed candidates. MFE-MediaForEurope rejected this proposal, which the Supervisory Board very much regrets.

In addition, the following agenda items will be dealt with: The presentation of the annual financial statements (agenda item 1, without resolution), the formal approval of acts of the executive bodies (agenda items 3 and 4), the appointment of the auditor (agenda item 5) and the resolution on the approval of the remuneration report (agenda item 6).

Shareholders who wish to participate in the virtual Annual General Meeting must have registered by April 28, 2022, 24:00 hours. Shareholders can submit their questions via the shareholder's portal by Tuesday, May 3, 2022, 24:00 hours at the latest. Follow-up questions can be submitted live during the debate at the ordinary meeting of shareholders, again via the shareholder's portal. Registered shareholders or their representatives can also submit comments on the agenda in the form of videos there; this is possible until May 1, 2022, 24:00 hours.

Further information on the Annual General Meeting of ProSiebenSat.1 Media SE on May 5, 2022 and on the candidates for the Supervisory Board can be found on the shareholder's portal or on the company website.

LINK:	https://en.prosiebensat1.com/en/press/prosiebensat-1-invites-to-the-vi...
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ProSiebenSat.1 invites to the virtual Annual General Meeting of shareholders on May 5, 2022

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