We have a strong financial foundation and involve our shareholders adequately in the Company’s success. At the same time, we will adhere to the targeted leverage factor of 1.5 to 2.5.
The Annual General Meeting of ProSiebenSat.1 Media AG has approved the payment of a dividend of EUR 1.47 per dividend entitled registered common share for the 2013 financial year. This represents a total payout of EUR 313.4m and a payout ratio of 82.5 % of underlying net income.
The effective dividend date is the date of the Annual General Meeting (June 26, 2014). Thus, all common shareholders who own ProSiebenSat.1 shares on the date of the Annual General Meeting are entitled to a dividend. The dividend has been paid on June 27, 2014.
We let our shareholders participate in the Company's success appropriately. We intend to continue our earnings-oriented dividend policy and distribute an annual dividend of 80 % to 90 % of underlying net income while maintaining to our defined leverage factor target range of 1.5 to 2.5.
Information regarding the taxation of the dividend
Which portion of the dividend proposed to be resolved in the AGM on June 26, 2014 (and to be paid on June 27, 2014) will be paid of the tax contribution account (steuerliches Einlagenkonto) and therefore be tax exempt?
The proposed dividend per registered common share is EUR 1.47. Of this amount, on the basis of preliminary calculations, and to such extent non-binding, EUR 0.23 will be paid out of the tax contribution account (steuerliches Einlagekonto), i.e. paid out on a fully tax exempt basis. The remaining dividend amount of preliminary EUR 1.24 is generally subject to withholding tax (at a rate of 25% plus solidarity surcharge of 5.5% thereon, resulting in a total tax rate of 26.375% (plus church tax, as the case maybe)). In case of further queries please consult your German tax advisor.
Additional information for individual shareholders:
The information provided below does not constitute tax advice but only describes certain general principles of German taxation, which might be relevant in connection with the dividend distribution. Shareholders should seek advice from their own tax counsel regarding the tax implications of the distribution.
The below sections do only apply to individual shareholders who hold their shares as private assets. Whether such shareholders are to be considered resident taxpayers for purposes of the below summary depends upon whether they are subject to German unlimited taxation (e.g., due to their residence or usual place of abode).
The tax liability applicable to dividend payments is generally satisfied by withholding a flat tax (Abgeltungsteuer) of 25% plus solidarity surcharge of 5.5% thereon, resulting in a total tax rate of 26.375% (plus church tax, as the case may be). However, under certain circumstances no withholding will be made, e.g., if shareholders has given their bank a certificate from the German tax authorities that the shareholder is not subject to an assessment procedure (Nichtveranlagungsbescheinigung). The same applies to such shareholders who have submitted a German application for exemption (Freistellungsauftrag) from withholding tax with sufficient exemption volume that has not been used in connection with other income from capital investment.
The withholding will be made irrespective of the individual tax rate and does generally satisfy the personal income tax liability of the shareholders in respect of the dividend. However, certain exemptions apply. Shareholders may, e.g., request that a tax assessment be carried out on their income from the dividend and all other capital investments if this results in a lower tax liability (e.g., due to a lower individual tax rate, an unused lump-sum saving allowance (Sparer-Pauschbetrag) or losses that have to be taken into consideration). However, expenses actually incurred in connection with the dividend are not tax deductible within the scope of the flat rate withholding tax (Abgeltungssteuer), at least pursuant to the relevant opinion of the fiscal authorities.
The above principles do not apply to the extent funds from the tax contribution account (steuerliches Einlagekonto) are deemed to be used for the distribution. In this case, the respective amounts are generally tax exempt (at least if the amounts from the tax contribution account do not exceed the acquisition cost / tax basis of the shares) and are not subject to withholding. However, the German tax authorities hold the view that amounts distributed from the tax contribution account lead to a reduction of the acquisition cost / tax basis for the shares. Shareholders should consult their tax advisor with respect to further details.
Non-resident taxpayers are subject to limited taxation in Germany with respect to the dividend, i.e., the flat withholding tax (Abgeltungsteuer) does in principle also apply. As a consequence, the dividend will be subject to a withholding tax at a rate of 25% plus a solidarity surcharge of 5.5% thereon, i.e., in total 26.375% to the extent that no amounts from the tax contribution account (steuerliches Einlagekonto) are deemed to be used for the distribution (please see above).
For dividend payments to non-resident taxpayers, a reduced withholding tax rate may apply if there is a respective double-taxation treaty in place between Germany and the country in which the shareholder resides for tax purposes. The discount, if any, is granted by crediting the difference between the withheld tax and the tax liability arising under the respective treaty. The shareholder has to file a respective request with the Federal Central Tax Office (Bundeszentralamt für Steuern, An der Küppe 1, 53225 Bonn, Germany or the German website http://www.bzst.bund.de) in compliance with certain formalities and deadlines.
If and to what extent non-resident tax payers are liable to taxes on the dividend in the country of their tax residence, is to be determined on the basis of the tax laws applicable in such country.
5 year overview
Number of shares in million1
Underlying earnings per share2
Dividend per dividend entitled common share
Dividend per dividend-entitled preference share
Payout in million3
1One single share class as of August 16, 2013 (conversion of the non-voting bearer preference shares into voting registered common shares).
2For the financial years 2009 to 2012, the basic earnings per bearer preference share
are shown. After the merger of the share classes in August 2013, the basic earnings
per registered common share are shown. The calculation is based on underlying net
3ProSiebenSat.1 Media AG held at the time of the Annual General Meeting preference
shares as treasury stock. Shares directly or indirectly owned by the company are in
accordance to § 71b AktG not entitled to receive a dividend.
4Based on the underlying net income after minorities from continuing operations for