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.

The proposed stock option plan will, due to the lack of comparable domestic or foreign companies sharing the specific conditions of the German TV-advertising market, not be based on parameters relating to company key figures (Item 4.2.3.). However, the stock option plan will be based on the attainment of appropriate and adequate targets.