In the Management Declaration, the Executive Board and Supervisory Board report on corporate governance pursuant to sections 289f and 315d of the German Commercial Code (HGB). The Management Declaration includes information on relevant corporate governance practices and other aspects of corporate governance in addition to the annual Declaration of Compliance pursuant to section 161 of the German Stock Corporation Act (AktG). The Executive Board and Supervisory Board regard good corporate governance as an essential component of responsible, transparent management geared toward long-term value creation.

The Executive Board and the Supervisory Board of ProSiebenSat.1 Media SE declare that the company will in future comply with the recommendations of the "Government Commission on the German Corporate Governance Code" in the version of April 28, 2022 as published in the official section of the Federal Gazette (Bundesanzeiger) on June 27, 2022 (GCGC) and has complied with these recommendations also in the period since the issuance of the last declaration of compliance in the version of April 2023, with only one exception stated below:

Due to the postponement of the publication of the annual and consolidated financial statements for the financial year 2022 as announced by ad hoc publication on 28 February 2023 and the circumstances underlying such postponement, in deviation from recommendation F.2 of the GCGC, the consolidated financial statements and the group management report for the financial year 2022 could not be made publicly available within 90 days of the end of the financial year and also the quarterly statement for the first quarter 2023 could not be made publicly available within 45 days from the end of the reporting period.

In March 2024

Executive Board and Supervisory Board of ProSiebenSat.1 Media SE