General: The AGM is to be held in the form of a virtual AGM in accordance with the German Law to Mitigate the Consequences of the COVID-19 Pandemic. The physical presence of shareholders or their authorised proxies is not possible. The voting rights may therefore be exercised solely by postal vote or by granting authority to the proxies designated by the Company.

ProSiebenSat.1 Media was founded in 2000 as Germany's largest television corporation. Today, the ProSiebenSat.1 Group is one of the most diversified media companies in Europe. Advertising-financed free TV is the Group’s core business. Here, it is a leading player on the German TV market. At the same time, ProSiebenSat.1 Group is one of Germany’s leading video marketers on the internet and one of the most successful providers of digital entertainment in German-speaking Europe.

The Company has issued 233m shares that amount to a share capital of EUR 233m. All shareholders are treated equitably. As of 20 May 2020, RUBY Equity Investment S.à.r.l. held 10.01% and Mediaset S.p.A. held 8.94% of the Company's shares. 2.94% of the shares were held in treasury.

In financial year 2019, Group revenues increased by 3.1% to EUR 4.1bn, EBITDA increased by 47.0% to EUR 838m and net income attributable to the shareholders of ProSiebenSat.1 Media SE increased by 66.5% to EUR 412m.

On 26 March 2020, the Company announced to reorganise the composition of its Management Board. Rainer Beaujean has assumed, in addition to his responsibilities as CFO, the position of CEO and succeeded the then CEO Max Conze, who left the Company with immediate effect. Wolfgang Link and Christine Scheffler who already served as senior executives within the ProSiebenSat.1 Group have been appointed as new members of the Management Board. The reshuffle of the Management Board was accompanied by a change in the strategic focus. The ProSiebenSat.1 Group has announced to return the primary focus of its operating business to the entertainment sector in the DACH region (Germany, Austria and Switzerland). The Group's digital reach is to be further extended, including via the streaming platform Joyn.

Item 2: Due to the current standstill of the global economy and consequential significant economic uncertainty, it is currently not possible for ProSiebenSat.1 Group to provide an outlook on the financial performance in the second quarter and the full-year. The Boards therefore propose not to pay out a dividend but to carry forward the full balance sheet profit of EUR 454,433,208.85 to new accounts. In view of the recent events relating to COVID-19, ECGS is in favour of postponing decisions on the dividend, reductions or suspensions that would allow companies to avoid liquidity risks or not generate risk for their survival. We recommend support.

Item 4: We are concerned about the number of changes at Management Board level that took place over recent years. The former CEO, Max Conze, had to leave the Board after only two years, the Board had been fully reshuffled and the then CFO had been appointed as CEO. This leads us to question whether the Supervisory Board operates a straightforward long-term HR strategy. Given our concerns we would in principle recommend to oppose the discharge of the Co-Chairs of the Presiding and Nominating Committee ("Chairman's and Nomination Committee"), Dr. Werner Brandt and Dr. Marion Helmes. However, as the discharge is proposed in a bundled resolution, we recommend to oppose the discharge of the Supervisory Board as a whole.