The Executive Board and Supervisory Board declare that with the following exceptions,
during fiscal year 2007 ProSiebenSat.1 Media AG complied, and continues to comply,
with the recommendations of the Government Commission on the German Corporate
Governance Code in the version of June 12, 2006, and, as of its date of validity, the version of June 14, 2007:

The Executive Board decided that not all documents that were to be made available at
the annual shareholders’ meeting of the Company in July 2007 would be published on
the Company’s Web site as well (Item 2.3.1). Because of the volume of the documents
and reports in connection with various inter-company agreements with subsidiaries,
only the invitation to the annual shareholders’ meeting and the Annual Report, including
the documentation it contains regarding the annual financial statements, were made available on the Company’s Web site. All documents made available at the shareholders’ meeting were sent to the shareholders on request, promptly and at no charge.

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 limited number of voting shareholders.

The D&O insurance policies the Company has taken for the Executive Board and the
Supervisory Board do not provide for a deductible (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 stock option plan first approved at the annual shareholders’ meeting in May 2005,
as part of the authorization to acquire treasury stock, and most recently renewed by
resolution of the meeting of July 2007, provides only for incentive targets relating to
the trading price of the Company’s stock. Additional comparison parameters relating
to corporate key figures (Item 4.2.3) were not included, since due to the particular conditions of the German TV advertising market no comparable German or foreign companies can be identified.

As in previous years, during fiscal 2007 there was no age limit for nominees proposed
by the Supervisory Board for seats on that board (Item 5.4.1). However, the Supervisory Board has implemented an age limit of 70 years from 2008 onwards.

Under an amendment made to the articles of incorporation under a resolution of the
shareholders’ meeting on July 17, 2007, members of the Supervisory Board will no longer receive a results-based component of their compensation, beginning with fiscal
year 2007 (Item 5.4.7). The variable component of compensation, which lapses as of
fiscal year 2007, will be replaced by a higher fixed compensation. The Company believes a fair fixed compensation is better suited to the function of the Supervisory Board, which is to provide oversight irrespective of profit to the Company.

Because of the extensive accounting work to be done for the first consolidation of the
SBS Group, which was acquired in July 2007, by exception to the Company’s usual
practice the half-year report for 2007 and the report on the third quarter of 2007
were not released until after the time limits recommended in the Corporate Governance
Code (Item 7.1.2). However, the releases did comply with the time limits required
by law.

Subject to the exceptions stated above, ProSiebenSat.1 Media AG intends in the future
to continue complying with the recommendations of the Government Commission on the
German Corporate Governance Code in the version of June 14, 2007.