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

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 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 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 Supervisory Board does not regard it as feasible to maintain a committee to prepare for the Supervisory Board’s meetings, and has therefore not appointed such a committee (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.

The remuneration of Supervisory Board members has hitherto not acknowledged chairing and belonging to Supervisory Board committees (Item 5.4.5). However, it is intended to propose at the next annual meeting that the shareholders should incorporate a provision into the Articles of Incorporation to remunerate those chairing and belonging to Supervisory Board committees.

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) no later than 2005.