This section is part of the audited Combined Management Report.

ProSiebenSat.1 pursues an earnings-oriented policy: The Executive Board and Supervisory Board intend to propose a dividend payment of EUR 1.93 per share for the financial year 2017 to the Annual General Meeting on May 16, 2018. This results in an attractive dividend yield of 6.7% of the closing price of the ProSiebenSat.1 share at the end of 2017.

Development of Stock Markets

The stock markets’ upward trend of recent years also continued in 2017. In particular, the positive economic development in EU member states and the European Central Bank’s (ECB) low interest rate policy supported the stock markets. The leading index, the DAX, closed the 2017 trading year at 12,918 points, representing an increase of 12.5%. The DAX peaked in November at 13,479 points. The relevant sector index for European media stocks, the EURO STOXX Media, was particularly volatile in the second half of the year and closed at 230 points, representing an increase of 4.3%. Economic Development

ProSiebenSat.1 on the Capital Market

Over the course of 2017, however, media stocks in general and also the ProSiebenSat.1 share (ISIN: DE000PSM7770; WKN: PSM777) significantly underperformed the leading DAX index (Fig. 027). As of December 31, 2017, the weighting in the DAX was 0.63%.

027 / Price performance of the ProsiebenSat.1 Share

Price Performance of the ProSiebenSat.1 Share (Line chart)

While the ProSiebenSat.1 share performed better than the market in the first months of 2017, the publication of the figures for the first quarter of 2017 led to price decreases: Besides the adjusted forecast for the German TV advertising market on May 11, 2017, the ex-dividend of EUR 1.90 on May 15, 2017 also had an effect. The development of the advertising market in Europe and Germany fell short of expectations as the year went on, causing major advertising agencies to revise their revenue forecasts in August. Against this backdrop, ProSiebenSat.1 Group also had to make further adjustments to its forecasts, which in combination with a lower valuation of the media sector as a whole reinforced the price decline. Uncertainties about the future of linear television also had negative effects on share performance. The share made gains again at the end of the year. Among other things, analysts and investors had their confidence strengthened by the Group’s realignment on the basis of a three-pillar strategy presented at Capital Markets Day (CMD) on December 6, 2017 and the confirmation of the forecast for the fourth quarter. In this context, the ProSiebenSat.1 share closed the 2017 trading year at EUR 28.71. The Year 2017 at a Glance, Strategy and Management System

A majority of analysts (44%) recommended the share as a buy. At the end of the year, another 40% were in favor of holding the share (Fig. 029).  At the end of 2017, a total of 25 brokerage firms and financial institutions actively analyzed the ProSiebenSat.1 share and published research reports. Recommendations by financial analysts are an important basis for decision making, particularly for institutional investors. The analyst assessments – especially following ProSiebenSat.1’s Capital Markets Day – indicate the share’s price potential. The analysts’ median price target at the end of the year was EUR 32 (previous year: EUR 45).

029 / Analysts’ Recommendations in %

Analysts’ Recommendations (Pie chart)

As of December 31, 2017.

028 / Key figures for the ProSiebenSat.1 share1

 

 

2017

2016

2015

2014

2013

1

The share capital of ProSiebenSat.1 Media SE amounts to EUR 233,000,000.00. As a result of a capital increase, it rose from EUR 218,797,200.00 to a nominal amount of EUR 233,000,000.00 with effect from November 7, 2016. In this capital increase, ProSiebenSat.1 made partial use of the company’s Authorized Capital and issued 14,202,800 new, registered shares. On August 16, 2013, the 109,398,600 bearer preference shares that existed at that time had already been converted into registered common shares, with the effect that the share capital then totaling EUR 218,797,200.00 consisted of 218,797,200 registered common shares with a nominal share in the share capital of EUR 1.00 each. Today, all (233,000,000) of the company’s registered common shares are now tradable, i.e. both the formerly unlisted registered common shares and the registered common shares resulting from the conversion of the bearer preference shares. Until August 16, 2013, only the bearer preference shares of the company were publicly traded.

2

Including treasury shares.

3

Dividend proposal, see below

4

For the 2017 financial year, basic earnings per share were determined on the basis of adjusted net income from continuing operations. For reasons of comparison, the previous year’s figure has been adjusted accordingly (previously: EUR 2.37). Further information on the renaming of underlying net income to adjusted net income as well as on reporting and accounting policies comprises the section Strategy and Management System.

5

The calculation is based on underlying net income from continuing operations.

6

Since January 1, 2017, renaming of underlying net income to adjusted net income.

Share capital at closing date

EUR

233,000,000

233,000,000

218,797,200

218,797,200

218,797,200

Number of shares as of closing date

Shares

233,000,0002

233,000,0002

218,797,2002

218,797,2002

218,797,2002

Free float market capitalization at end of financial year
(according to Deutsche Börse)

EUR m

6,502

8,149

10,214

7,271

6,024

Close at end of financial year (XETRA)

EUR

28.71

36.61

46.77

34.83

36.00

High (XETRA)

EUR

41.51

48.66

50.70

35.55

36.00

Low (XETRA)

EUR

24.28

31.80

33.31

28.35

21.85

Dividend per entitled share

EUR

–/–3

1.90

1.80

1.60

1.47

Total dividend

EUR m

–/–3

435

386

341.9

313.4

Adjusted earnings per share (from continuing operations)

EUR

2.404

2.474

2.185

1.965

1.785

Attributable to shareholders of ProSiebenSat.1 Media SE (from continuing operations)6

EUR m

550

536

466

419

380

Weighted average number of shares issued

Shares

228,854,304

216,755,645

213,776,180

213,315,036

212,897,705

Dividend yield per share on basis of closing price

Percent

–/–3

5.2

3.8

4.6

4.1

Total XETRA trading volume

Million shares

348.0

231.2

158.9

179.9

170.0

Shareholder Structure of ProSiebenSat.1 Media SE

The shareholder structure is almost unchanged compared to December 31, 2016. ProSiebenSat.1 shares are mostly held by institutional investors in the US, the UK and Germany. As of December 31, 2017, 21% of the shares were held by private shareholders (December 31, 2016: 10%). In total, 98.3% were held in as of December 31, 2017 (December 31, 2016: 98.2%). (Fig. 030)

030 / Shareholder structure of ProSiebenSat.1 Media SE as of December 31, 2017

1

Shares are not entitled to vote nor to a dividend.

2

The share capital of ProSiebenSat.1 Media SE amounts to EUR 233,000,000.00 and is divided into 233,000,000 registered common shares.

 

 

 

 

 

Free float

 

ProSiebenSat.11 (treasury shares)

 

 

 

 

 

98.3% common shares

 

1.7% common shares

 

 

 

 

 

ProSiebenSat.1 Media SE2

 

In 2017, the Group also covered its refinancing requirements on the bank and bond market. Further information on the financing structure can be found in the “Borrowings and Financing Structure” section.

In order to promote the shareholder culture within ProSiebenSat.1 Group and strengthen employees’ identification with the Company, a share-based incentive system was developed by the Company in June 2016 (“MyShares”). In addition to their own investment in ProSiebenSat.1 shares, employees who take part in this system also participate in a tax-free subsidy in the form of subsidized investment shares and a long-term matching component. Over 2,000 employees, corresponding to 45% of all eligible employees, participated in the two MyShares tranches issued to date in 2016 and 2017. As of December 31, 2017, they held 78,348 shares in total.

Annual General Meeting for the Financial Year 2016

The Annual General Meeting of ProSiebenSat.1 Media SE for the financial year 2016 took place on May 12, 2017. Over 900 participants attended the Annual General Meeting. Attendance was approximately 63% of share capital. Distribution of a dividend of EUR 1.90 per share for the financial year 2016 was approved at the Annual General Meeting. The total payout therefore amounts to around EUR 435 million; the payout ratio is 84.7% of Group and is thus in line with our communicated dividend policy. The dividend was paid out on May 17, 2017. Report of the Supervisory Board, Compensation Report

With a dividend yield of 5.2% – based on the 2016 closing price and a dividend payment of EUR 1.90 per dividend-entitled share – the ProSiebenSat.1 share was among the top stock in the DAX (previous year: 3.8%).

031 / Dividend proposal of EUR 1.93 per Share2

We have a strong financial basis and give our shareholders an appropriate share in the Company’s success. We want to continue our earnings-oriented dividend policy in the future and distribute a dividend of 80% to 90% of adjusted net income each year. At the same time, we are sticking to the target range for the of 1.5 to 2.5. The ProSiebenSat.1 Media SE Executive Board and Supervisory Board intend to propose a dividend payment of EUR 1.93 per share for the financial year 2017 to the Annual General Meeting on May 16, 2018. This represents an expected total dividend payout of EUR 442 million or a payout ratio of 80.3% of adjusted net income.

2 Total dividend pay-out and pay-out ratio are subject to change in treasury shares until dividend payment date.

Capital Market Communication

We provide our shareholders with regular information on all key events and developments at ProSiebenSat.1 to ensure the transparent communication of our financial figures and growth prospects. On the website www.prosiebensat1.com/en/, all relevant company information is published in German and English promptly and on an ad-hoc basis if necessary. Further tools for providing extensive information to the capital market are press conferences and events for investors and analysts. In addition to 22 road shows, ProSiebenSat.1 also presented itself at 21 investor conferences in Europe and the US in 2017. Another important event is the regular Capital Markets Day, at which the Group explains its growth strategy. The Investor Relations activities are complemented by the ProSiebenSat.1 investor hotline. The Year 2017 at a Glance

Numerous awards attest to the high-quality content of ProSiebenSat.1 financial reporting and the Company’s transparent financial communication. (Fig. 032)

032 / Awards for ProSiebenSat.1’s Capital Market Communication

2017 ALL-EUROPE EXECUTIVE TEAM (INSTITUTIONAL INVESTOR; TRADE MAGAZINE)

“Most Honored Company” (ProSiebenSat.1)
“Best IR Professional” (1st place, Dirk Voigtländer — Head of Investor Relations) in the Media category
“Best Analyst Day” (1st place, Capital Markets Day) in the Media category
“Best IR Program” (1st place) in the Media category

GERMAN INVESTOR RELATIONS RANKING (EXTEL 2017)

“Best IR Professionals – Media” (1st place, Dirk Voigtländer – Head of Investor Relations)
“Corporates Best for Investor Relations – Media” (3rd place, ProSiebenSat.1)

BEST ANNUAL REPORT 2017 (PROF. DR. DR. H.C. JÖRG BAETGE; BILANZ)

“Overall DAX ranking” (1st place)
“Overall ranking in all stock market indices” (1st place)

EVALUATION OF CORPORATE REPORTING 2017 (CORPORATE COMMUNICATION INSTITUTE, CCI)

“DAX Annual Report Print” (classified as “Excellent”)
“DAX Annual Report Online” (classified as “Above Standard”)
“DAX Corporate Reporting” (classified as “Above Standard”)

Dividend
The share of the profit of a stock corporation distributed to the shareholders. The amount of the dividend is proposed by the Executive Board and approved by the Annual General Meeting. The
dividend depends, among other things, on the profitability, economic situation and dividend policy of the company. The basis of assessment for the distribution is the profit calculated according to commercial law.
Glossary
Free float
The number of shares in a company that are owned by many different shareholders and are thus widely spread.
Glossary
Adjusted net income
Adjusted net income is the consolidated net profit (after non-controlling interests) before the effects of purchase price allocations and additional reconciling items. These include valuation effects on financial investments, put options, and earn-out liabilities recognized in the other financial result item, as well as ineffectiveness from financial derivatives and valuation effects on the Group Share Plans.
Glossary
Leverage ratio
Common key ratio for measuring the debt position. It is calculated as the ratio of net financial debt to adjusted EBITDA of the last twelve months.
Glossary