Content and Form of the Combined Management Report

This Annual Report summarizes the Group Management Report of ProSiebenSat.1 Group, made up of ProSiebenSat.1 Media SE and its consolidated subsidiaries, and the Management Report of ProSiebenSat.1 Media SE. The Compensation Report, the takeover-related disclosures in accordance with Section 289 (4) and Section 315 (4) of the German Commercial Code (Handelsgesetzbuch — HGB) and the chapter entitled “The ProSiebenSat.1 Share” can be found in the “To Our Shareholders” section of this Annual Report. These are also part of the audited Management Report.

204 / Management Declaration in Accordance with Section 289a Hgb And Corporate Governance Report in Accordance with Item 3.10 Of The German Corporate Governance Code (DeutscheR Corporate Governance Kodex — DCGK)

The Company’s Management Declaration in accordance with Section 289a HGB and the Corporate Governance Report in accordance with Item 3.10 DCGK are published on the Company’s homepage. In addition, the Management Declaration and the Corporate Governance Report are also included in the Annual Report. The Group auditor has critically reviewed the Corporate Governance Report in accordance with the IDW auditing standard. The Management Declaration and the Declaration of in accordance with Section 161 of the German Stock Corporation Act (Aktiengesetz — AktG) were also part of the auditor’s review.

Predictive Statements on Future Earnings, Financial Position and Performance

Our forecasts are based on current assessments of future developments. In this context, we draw on our budget planning and comprehensive market and competitive analyses. The forecasted values are calculated in accordance with the reporting principles used in the financial statements and are consistent with the adjustments described in the Management Report. However, forecasts naturally entail some uncertainties that could lead to positive or negative deviations from planning. If imponderables occur or if the assumptions on which the predictive statements are made no longer apply, actual results may deviate materially from the statements made or the results implicitly expressed. Developments that could negatively impact this forecast include, for example, lower economic momentum than expected at the time this report was prepared. These and other factors are explained in detail in the Risk- and Opportunity Report. There we also report on additional growth potential; opportunities that we have not yet or not fully budgeted for could arise from corporate strategy decisions, for example. Potential risks are accounted for regularly and systematically as part of the Group-wide risk management process. Future Business and Industry Environment, Risk and Opportunity Report

Significant events after the end of the reporting period are explained in the Notes, Note 36 “Events after the reporting period,” page 240 The publication date of the Annual Report 2017 is March 15, 2018.

Rounding Financial Figures

Due to rounding, it is possible that the individual figures do not exactly add up to the totals shown and that percentage figures given do not exactly reflect the absolute figures to which they relate.

Order Backlog

ProSiebenSat.1 Group does not report on the order backlog in the advertising business. Instead, the development of our share on the advertising market and the analysis of the situation in the sector and with regard to competition provide key indicators for economic success; these are accounted for within the context of risk management. In the Content Production & Global Sales segment, the development and production of programming content as well as worldwide distribution through new or re-commissioning takes place, as is customary in the industry, in the short term and continuously. As a result, we do not report on order volumes here either.

Compliance is part of corporate governance. It refers to compliance with laws, directives, and voluntary codes within the company.