REPORT OF THE SUPERVISORY BOARD

Johannes Peter Huth
Chairman of the Supervisory Board:
Partner at Kohlberg Kravis Roberts & Co. Ltd.

Dear Shareholders,

Once again in 2013, the Supervisory Board of ProSiebenSat.1 Media AG performed the duties incumbent upon it under the law, the articles of incorporation, and its own rules of procedure, also taking into consideration the recommendations of the German Corporate Governance Code. The Supervisory Board supervised the management of the Executive Board and assisted it with advice.

Cooperation between the Executive Board and Supervisory Board

In the last financial year, the Supervisory Board regularly advised the Executive Board on the management of the company in close, trusting cooperation and carefully and continuously supervised its conduct of business. It dealt in depth with the development of the Group’s operations and strategy. The Supervisory Board was regularly, promptly and fully informed about all issues relevant to the Company concerning strategy, planning, business performance, the risk situation, risk management and compliance. When trading performance deviated from plans, the Executive Board explained the details to the Supervisory Board and discussed with it. Thus, it was directly involved at an early stage in all decisions of fundamental importance to the Company. Supervisory Board meetings were characterized by intensive and open exchange between the Executive Board and the Supervisory Board. In addition, in the framework of Supervisory Board meetings, so-called “Executive Sessions” took place, in which members of the Supervisory Board have the opportunity to discuss topics without the Executive Board.

Where the law, the articles of incorporation, or the rules of procedure demanded the approval of the Supervisory Board or a committee for individual measures, a corresponding resolution was passed. Members of the Supervisory Board prepared for resolutions on Executive Board measures requiring their consent with the regular aid of documentation provided in advance by the Executive Board. Here, they were supported by the competent committees in each case, if applicable, and discussed plans on which decisions were pending with the Executive Board. All matters requiring its consent were submitted to the Supervisory Board promptly for review.

In addition to reporting in the Supervisory Board meetings, the Executive Board regularly advised the Supervisory Board of the most important financial figures — through written monthly reports — and submitted the interim and annual financial reports to it. The Executive Board also informed the Supervisory Board immediately of particular events between meetings and in objectively justified cases asked it to pass resolutions in writing in consultation with the Chairman of the Supervisory Board. The Chairman of the Supervisory Board also maintained a close personal dialog with the CEO on an ongoing basis even outside meetings.

On the basis of the Executive Board’s regular reports, the Supervisory Board was always promptly and thoroughly informed about the Company’s condition and pending decisions and was able to perform its tasks in their entirety. There was therefore no need for the Supervisory Board to examine the Company’s books and other records for the purposes of Section 111 (2) of the German Stock Corporation Act — apart from the documentation provided to the Supervisory Board in the course of the Executive Board’s reporting activities.

Changes in the composition of the Supervisory Board

There were the following changes to the Supervisory Board in the 2013 financial year: Gregory Dyke resigned his position as member of the Supervisory Board with effect from the end of May 11, 2013. In addition, Drs. Fred Th. J. Arp resigned his position as member of the Supervisory Board with effect from the end of October 19, 2013. As of December 31, 2013, no successors had been elected or appointed for the departed members.

Points of emphasis of the Supervisory Board’s advisory and monitoring activities

In total, four ordinary meetings of the Supervisory Board took place in 2013 as well as two extraordinary meetings, one of these following the Annual General Meeting. More than half of these meetings were attended by all members of the Supervisory Board. Outside meetings which were personally attended, the Supervisory Board made five decisions by written correspondence.

Once again in the 2013 financial year, the Supervisory Board dealt with the business and financial situation, fundamental questions of corporate policy and strategy, the personnel situation and investment projects. The following topics were points of emphasis of the Supervisory Board’s advisory and monitoring activities:

• In a circular resolution on February 5, 2013, the Supervisory Board approved the repurchase of outstanding share options granted as part of the Long Term Incentive Plan in the 2008 and 2009 cycles.

• In its ordinary meeting of March 27, 2013, the Supervisory Board adopted the documents of the annual financial statements, the Corporate Governance Report and the Declaration of Compliance for the financial year 2012. In addition, the Supervisory Board considered the Executive Board’s profit allocation proposal and the five-year plan for the ProSiebenSat.1 Group. The meeting also dealt with the annual review of Executive Board compensation. In this respect, the Supervisory Board addressed the appropriateness of Executive Board compensation in detail and approved the bonus payments for the 2012 financial year and the target agreements for members of the Executive Board for the 2013 financial year. The Supervisory Board also approved the acquisition of a majority interest in billiger-mietwagen. de (SilverTours GmbH) by SevenVentures GmbH in order to strengthen the ProSiebenSat.1 Group’s portfolio in the travel sector.

• In a circular resolution on April 8, 2013, the Supervisory Board approved the acquisition of a majority interest in mydays Holding GmbH, a provider of event presents, by SevenVentures GmbH.

• In a circular resolution on June 5, 2013, the Supervisory Board approved the proposed resolutions on the agenda of the 2013 Annual General Meeting as well as the proposed resolutions on the agenda of the special meeting of the preference shareholders.

• In a circular resolution on June 5, 2013, the Supervisory Board approved the proposed resolutions on the agenda of the 2013 Annual General Meeting as well as the proposed resolutions on the agenda of the special meeting of the preference shareholders.

• In its ordinary meeting of June 18, 2013, the Supervisory Board approved the foundation of the new station “ProSieben MAXX”, which is targeted at male audiences. The Supervisory Board also considered a refined five-year plan and was informed about the development of strategic business activities. In the Executive Board’s absence, the Supervisory Board carried out a review of the efficiency of its working procedures in terms of Item 5.6 of the German Corporate Governance Code.

• On July 23, 2013, following the Annual General Meeting and the special meeting of preference shareholders, the Supervisory Board concerned itself with its constitution. Mr. Johannes Huth was elected as Supervisory Board Chairman, Dr. Jörg Rockenhäuser as Vice Chairman. The Supervisory Board also discussed target achievement in 2012 in the context of the Group Share Plan and approved granting performance shares for 2013 to the Executive Board. In addition, the Supervisory Board approved the acquisition of a majority interest in MMP Veranstaltungs- und Vermarktungs GmbH, a company that designs, markets and implements media events in the area of sports, art, and culture.

• In another circular resolution on August 26, 2013, the Supervisory Board approved the adjustment of the conditions of the 2013 Group Share Plan with regard to the conversion of the non-voting bearer preference shares into voting registered common shares on the basis of the resolution of the Annual General Meeting of July 23, 2013. Until then, the conditions allowed participants to be granted only non-voting preference shares.

• In a circular resolution on September 5, 2013, the Supervisory Board approved the acquisition of a minority interest in Tejado GmbH (www.brille24.de) by SevenVentures GmbH.

• In its ordinary meeting of September 25, 2013, the Supervisory Board dealt with various operating and strategic issues, especially the financial performance of individual business units and the development of audience shares for the German TV stations.

• At its last ordinary meeting of the 2013 financial year on November 27, 2013, the Supervisory Board considered the budget for the 2014 financial year in depth. Other issues dealt with in the meeting were the financial performance of the most important business units and the reporting on the process of selling the business activities in Hungary and Romania. The Supervisory Board also approved the acquisition of all shares in Comvel GmbH, which operates the travel websites weg.de and ferien.de. In addition, the Supervisory Board received a detailed report on the development of the Company’s HR strategy.

• In an extraordinary meeting held by teleconference on December 19, 2013, the Supervisory Board approved the sale of the Eastern European TV and radio stations.

Report on the committees’ work

The work of the ProSiebenSat.1 Media AG Supervisory Board is supported by the committees it has set up. Once again in 2013, the Supervisory Board had three committees at its disposal so as to conduct its work efficiently — the Presiding Committee, the Compensation Committee and the Audit and Finance Committee:

• The Presiding Committee prepares meetings of the Supervisory Board and approves matters of particular business significance such as the purchase of programming rights. This committee furthermore acts as a nominating committee under the German Corporate Governance Code, suggesting suitable Supervisory Board candidates to the full Supervisory Board for nomination at the Annual General Meeting. In 2013, the Presiding Committee adopted two circular resolutions; there were two meetings in person.

• The Compensation Committee makes preparations for various resolutions for plenary sessions of the Supervisory Board on personnel-related Executive Board issues. For example, this includes the annual review of the Executive Board members’ compensation by the full Supervisory Board. In 2013, the Compensation Committee held four ordinary meetings. One resolution was passed by correspondence.

• In accordance with Section 107 (3) Sentence 2 of the German Stock Corporation Act and Item 5.3.2 of the German Corporate Governance Code, the Audit and Finance Committee is concerned with monitoring the financial reporting process and the effectiveness of the internal control system, the risk management system, compliance and the internal audit system. In particular, the Audit and Finance Committee prepares the Supervisory Board’s resolutions on the annual and consolidated financial statements and agreements with the auditor (specifically the audit assignment, determination of the focal points of the audit and the fee agreement); it also takes appropriate steps to verify and monitor the auditor’s independence. Finally, it prepares the Supervisory Board’s decision for the Supervisory Board’s proposal to the Annual General Meeting on the selection of the auditor and submits a recommendation on this issue to the Supervisory Board. The Audit and Finance Committee also decides in place of the Supervisory Board on certain measures requiring approval referred to the Committee. The Audit and Finance Committee met five times in 2013.

At its plenary sessions the Supervisory Board was informed about the Committees’ work regularly and in full.

Audit of the annual and consolidated financial statements 2013

The 2013 financial statements of ProSiebenSat.1 Media AG and the consolidated financial statements of the Group, together with the management reports for ProSiebenSat.1 Media AG and the Group, were audited in accordance with the regulations by the Munich office of KPMG AG Wirtschaftsprüfungsgesellschaft (KPMG), which issued an unqualified audit opinion in both cases. The audit paid particular attention to impairment testing of goodwill and other intangible assets under IAS 36, impairment of assets, measurement of programming assets, recognition and measurement of deferred taxes for the Group in compliance with IAS 12, income taxes, determination of revenues in conformity with the requirements of IAS 18, revenues, recognition and measurement of financial instruments, presentation of discontinued operations in the consolidated financial statements in accordance with IFRS 5, determination of entities to be included in consolidation, plausibility of the forward-looking statements in the Group management report, and changes to management report disclosures as a result of the first-time application of German Accounting Standard (GAS) 20.

The Supervisory Board extensively reviewed these documents. All documents relating to the financial statements, as well as the KPMG audit reports, were made available to the members of the Supervisory Board in good time. These documents were discussed in detail, in the presence of the auditors, first within the Audit and Finance Committee and then at the review meeting of the full Supervisory Board. Here, the auditor reported on the material results of the audit. No weaknesses were identified in the internal control and risk management systems in relation to the reporting process. There were no circumstances that could cause partiality on the part of the auditors. The auditors performed services in addition to the auditing services amounting to EUR 1.2 million. The Notes to the consolidated financial statements include details of the services by the auditors and the level of compensation, reproduced in this Annual Report.

The Supervisory Board noted with approval the results of the auditor’s examination of the financial statements, and for its own part, following its own examination, also found no cause for objection. The Supervisory Board approved the parent company financial statements and the consolidated financial statements prepared by the Executive Board and audited by the auditor, as well as the management reports for both the parent company and the consolidated Group. The annual financial statements are thereby adopted. Finally, the Supervisory Board also reviewed the Executive Board’s proposal for the allocation of profits, and concurred in that proposal.

In its capacity as auditor of the financial statements, KPMG also reviewed the report of the Executive Board on relationships with affiliated enterprises. The auditor’s examination revealed no cause for objection. The auditor issued the following unqualified opinion: “Based on the results of our audit, performed in accordance with our professional duties, we confirm that

1. the factual information in the report is accurate,

2. in the legal transactions mentioned in the report, the consideration paid by the Company was not disproportionately high, or else any disadvantage was compensated.”

The Supervisory Board’s own review of the report on relationships with affiliated companies likewise revealed no cause for objection. The Supervisory Board therefore concurred in the results of the auditor’s review. In accordance with the final results of its own examination, the Supervisory Board had no objections to the declaration of the Executive Board at the conclusion of the report on relationships with affiliated businesses.

Conflicts of interest

No conflicts of interest occurred in the Supervisory Board in the year under review.

Corporate governance

The Executive Board and Supervisory Board have compiled a separate report on corporate governance. This and the Management Declaration in accordance with Section 289a of the German Commercial Code can be found online at http://en.prosiebensat1.com/en/company/corporate-governance/management-declaration and in the Annual Report.

Thank you from the Supervisory Board

On behalf of the Supervisory Board, I would like to formally thank the members of the Executive Board as well as all employees for their great commitment and successful work in the 2013 financial year. Because of the particular dedication of the Executive Board members and the employees, the ProSiebenSat.1 Group again closed the 2013 financial year with success. I also thank the resigned members of the Supervisory Board Mr. Dyke and Mr. Arp for their activity in the ProSiebenSat.1 Supervisory Board.

Unterföhring, March 2014

On behalf of the Supervisory Board


Johannes Peter Huth,

Chairman

Members of the Supervisory Board of Prosiebensat.1 Media AG as of December 31, 2013