Declaration of Compliance 2004

Declaration of Compliance of the Executive Board and the Supervisory Board of ProSiebenSat.1 Media AG pursuant to sec. 161 Stock Corporation Act regarding the recommendations of the Government Commission on the German Corporate Governance Code

In December 2003, ProSiebenSat.1 Media AG issued its last Declaration of Compliance pursuant to sec. 161 Stock Corporation Act regarding the recommendations of the German Corporate Governance Code in its version dated May 21, 2003.

The exceptions declared in this Declaration of Compliance regarding Item 5.2 (staffing of a committee, which shall prepare Supervisory Board meetings), Item 7.1.1. (international accounting principles of Group´s financial statements and the Company’s interim reports), Item 7.1.2. (time limit for public access to the Consolidated Financial Statements and the interim reports of the company) have become obsolete. Therefore, the company can issue the following Declaration of Compliance: ProSiebenSat.1 Media AG complies with the recommendations of the Government Commission on the German Corporate Governance Code, with the following exceptions:

The Executive Board of the Company has not appointed a proxy to exercise the shareholders’ voting rights as directed (Item 2.3.3). There is no need for such a proxy at present because of the current shareholder structure and the small number of voting shareholders.

The D&O insurance policies the company has taken out for the Executive Board and the Supervisory Board do not provide for a deduction (Item 3.8), since agreeing to a deductible would not materially reduce the insurance premiums. Furthermore, by virtue of their offices, the Executive Board and the Supervisory Board are already acting responsibly and in the company’s best interest. They do not regard a deductible as an effective way of enhancing board members’ motivation or sense of responsibility.

The company has decided not to publish the compensation of the members of the Executive Board in an individualized manner (Item 4.2.4). ProSiebenSat.1 Media AG feels that disclosing these individuals’ salaries would intrude upon their personal rights without affording any significant gain in information.

No age limit has been set for members of the Supervisory Board (Item 5.4.1.) because the Company wishes to continue to benefit from the expertise of experienced Supervisory Board members.

Subject to the above provisos, ProSiebenSat.1 Media AG intends to continue complying with the recommendations in the future.

ProSiebenSat.1 Media AG
December 2004
The Executive Board
The Supervisory Board


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Declaration of Compliance