The ProSiebenSat.1 Share

In August 2013, the ProSiebenSat.1 Group converted its previously non-voting bearer preference shares into voting registered common shares. Since then, all ProSiebenSat.1 shares have been eligible to vote and tradable on the stock exchange — both the previous common shares and the common shares resulting from the conversion of the preference shares. The Group therefore has a single share class with one voting right per share for the first time since it has been listed on the stock exchange. This makes the share even more attractive for the capital market. In the reporting year, the share price increased by 69.0 % in a generally positive stock market environment. Most analysts recommend the share as a buy. The free float, which is relevant for the MDAX, and therefore the weighting of the share in the MDAX, increased considerably over the course of the year.

The ProSiebenSat.1 share on the capital market. In a favorable stock market environment overall, the important share indices reached new highs in 2013. The considerable price gains were due to the Federal Reserve’s expansionary monetary policy and positive economic data overall. Prices also benefited from signs of recovery in the euro zone. At the beginning of the year, the parliamentary elections in Italy and the debt and banking crisis in Cyprus initially subdued stock market performance. Factors such as the situation in Syria, the US budget debate and the government crisis in Italy again had only a short-term impact on the stock markets in the second half of the year. After signs of a trend reversal in the US monetary policy again triggered uncertainty among market participants in the course of the year, the indications of economic recovery and the accompanying reduction of the US bond-purchase program were seen as a positive signal at the end of the year while base rates remained low. This development provided a positive stimulus to the stock markets again.

In this market environment, the German stock indices reached their all-time high towards the end of the year and closed the year almost on this level: The DAX reached 9,552 points on the last trading day, an increase of 25.5 % compared to the end of the previous year. The MDAX closed the year at its all-time high of 16,574 points. This equates to an increase of 39.1 % compared to the end of 2012. The relevant sector index for European media stocks, the Euro Stoxx Media, also gained considerably and listed at 202 points on the last trading day of 2013 (+33.0 %).

Price performance of the ProSiebenSat.1 Share

The ProSiebenSat.1 share benefited from the generally positive stock market environment and closed the reporting period at EUR 36.00 (previous year: EUR 21.30). This is a price gain of 69.0 %. The share thus marked its annual high and its highest value for more than 12 years. The ProSiebenSat.1 share therefore again performed considerably better than the above mentioned comparative indices.

The significant stock price gains primarily reflect the good business performance and the resulting positive analyst recommendations. In the second half of the year, the ProSiebenSat.1 share price also increased due to the announcement of the conversion of non-voting preference shares into voting common shares and an attractive dividend for the 2012 financial year. After the increase of the 2015 revenue growth target and the announcement of the financial targets for 2018, at the end of October already the share returned to the price level it was at before the dividend payment of EUR 5.65 per preference share. In the last two months of the year, the share was affected by slight price fluctuations, but benefited at the end of the year from the general upward trend on the stock markets and the projected growth of the advertising market.

A total of 170.0 million shares (previous year: 134.1 million shares) were traded over the XETRA trading system in the reporting period. This corresponds to an average daily trading volume of 671,740 shares (previous year: 527,835 shares).

ProSiebenSat.1 Share: Key Data¹

The majority of analysts (58.4 %) recommended the ProSiebenSat.1 share as a buy at the end of 2013; the analysts’ median price target at the end of the year was EUR 34.00. In the year under review, a total of 24 brokerage firms and financial institutions actively covered the ProSiebenSat.1 share and published research reports. For investors, recommendations by financial analysts are an important basis for decision making.

Analysts‘ Recommendations

Share class merger. The conversion of the formerly non-voting bearer preference sharesPreference share Share that does not generally confer a voting right, but instead grants other benefits, usually in the form of a higher dividend (opposite: common share). into voting registered common sharesCommon share Voting share without any preferential rights (opposite: preference share). was resolved at the Annual General Meeting of ProSiebenSat.1 Media AG and the separate meeting of the company’s preference shareholders on July 23, 2013. All preference shares were converted into common shares by way of a corresponding change to the articles of association, which took effect on August 16, 2013 when entered in the commercial register. ProSiebenSat.1 Media AG therefore has a single share class for the first time since it has been listed on the stock exchange: Each share has one voting right. This has further increased the attractiveness of the ProSiebenSat.1 share. The conversion ratio was 1:1, so the ratio of participation in the share capital remained the same for all shareholders. All registered common shares of ProSiebenSat.1 Media AG, i.e. both the existing registered common shares and the registered common shares resulting from the conversion of the bearer preference shares, have since been tradable on the Frankfurt stock exchange in the regulated market (Prime Standard) and on the Luxembourg stock exchange in the regulated market.

ProSiebenSat.1 Share: Basic Data

In addition to the share class merger, the payment of a dividend of EUR 5.65 per dividend entitled bearer preference share and EUR 5.63 per dividend entitled registered common share for the 2012 financial year was resolved at the Annual General Meeting. In total, the dividend amounted to EUR 1.201 billion. The dividend was paid out on July 24, 2013. All other proposed resolutions put to a vote at the Annual General Meeting were also approved unanimously. 100.0 % of the common shareholders were represented at the Annual General Meeting. In total, attendance corresponded to around 73 % of the share capital. Around 300 shareholders, shareholder representatives, and guests took part in the event at the Event Arena in Munich.

Shareholder structure of ProSiebenSat.1 Media AG. The share capital amounts to EUR 218,797,200 and since the conversion consists entirely of registered common shares. As of December 31, 2013, the largest shareholder remained Lavena Holding 1 GmbH, which is controlled by funds advised by Kohlberg Kravis Roberts & Co. L.P. (KKR) and Permira Beteiligungsberatung GmbH (Permira). Over the course of 2013, Lavena Holding 1 GmbH sold a large part of its stake in ProSiebenSat.1 Media AG via various placements: On February 13, Lavena Holding 1 GmbH sold all its preference shares (19.7 million shares). Another 25 million common shares were sold on the stock exchange on September 6. An additional 35 million common shares followed on November 15. As of December 31, 2013, Lavena Holding 1 GmbH still held around 36.3 million (16.6 % of the share capital) of the common shares (December 31, 2012: 53.0 % of the share capital including preference shares). Telegraaf Media Groep N.V. (TMG) sold its entire shareholding of 13.1 million shares on September 10, 2013. The proportion of ProSiebenSat.1 Media AG treasury shares also decreased, amounting to 2.6 % of the common shares at the end of the year (December 31, 2012: 3.0 % of the share capital). Against this backdrop, the free float nearly doubled, amounting to 80.8 % of the common shares at the end of the year (December 31, 2012: 41.0 % of the share capital). Due to the increase of the free floatFreefloat The number of shares in a company that are owned by many different shareholders and are thus widely spread., the weighting of the ProSiebenSat.1 share in the MDAX has increased considerably.

At the end of 2013, the majority of ProSiebenSat.1 shares were held by institutional investors in the USA, UK and Germany.

Shareholder Structure of ProSiebenSat.1 Media AG as of December 31, 2013

After the end of the reporting period, on January 21, 2014, Lavena Holding 1 GmbH sold another 36.3 million common shares and thus its entire remaining shareholding. Following this transaction, 97.4 % of the shares of ProSiebenSat.1 Media AG are held in free float.

Intensive dialogue with the Capital Market. We provide all interested parties and capital market participants with timely and regular information about all important events and developments at the company. The objective is transparent communication of business figures and growth prospects. For this reason, ProSiebenSat.1 held its Capital Markets Day again on October 15, 2013. At this event, the Executive Board and business unit heads provided a detailed insight into current business and announced new growth targets for 2018. Around 60 analysts, investors, and bank representatives attended the event at headquarters in Munich/Unterföhring. In addition, the Executive Board and the Investor Relations team held numerous individual and group meetings with over 600 one-on-ones, including analysts, investors and bank representatives. In 2013, the company presented at a total of 14 roadshows in Europe and the USA and at 6 reverse roadshows (previous year: 10 roadshows and 2 reverse roadshows) and attended 16 investor conferences in Europe and the USA (previous year: 12). The Investor Relations activities were complemented by the ProSiebenSat.1 investor hotline.

The quality of our capital market communication was again rewarded in 2013: In the competition “The Best Annual Report,” the ProSiebenSat.1 Group won first place among MDAX companies for the second time in a row. In the overall ranking of the different stock market indices, our company took second place again. Once again, in terms of the quality of the content, the report was deemed particularly worthy of recognition — in this category, ProSiebenSat.1 emerged as the overall winner of all stock market indices. In total, around 160 annual reports were evaluated based on the criteria of content and design. The competition “The Best Annual Report” is held every year under the academic leadership of Prof. Dr. Dr. h.c. Jörg Baetge of the University of Münster. In the “German Investor Relations Award 2013,” the ProSiebenSat.1 Group climbed to 2nd place in the MDAX (previous year: 3rd place). The prize is awarded by Thomson Reuters Extel, WirtschaftsWoche and the German Investor Relations Association (DIRK). Capital market experts from more than 11,000 buy-side and 2,500 sell-side firms in over 60 countries participated in the survey.