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 Management Board in an individualized manner (Item 4.2.4).

The Supervisory Board’s Rules of Procedure provide for a committee, which shall prepare Supervisory Board meetings. However, this committee is not yet functioning (Item 5.2).

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.

At present the Group financial statements and the Company’s interim reports are currently still prepared under the accounting principles of the German Commercial Code (Item 7.1.1). But the Company intends to convert to International Financial Reporting Standards (IFRS) in 2004.

The Consolidated Financial Statements and the interim reports of the company are generally publicly accessible within the time limits recommended by Item 7.1.2. However, the annual report for the year 2002 was publicly accessible a few days after the recommended 90 day-period in order to take into account the first signing by the Saban group of the acquisition of a majority interest in ProSiebenSat.1 Media AG.