Corporate Bodies

»Our Aim Is to Encourage a Change of Perspective in Society.«

Executive Board, Supervisory Board and Annual General Meeting constitute the key organs of ProSiebenSat.1 Media SE.

Executive Board

The Executive Board is responsible for the ProSiebenSat.1 Group's overall performance, and has both professional and disciplinary authority over the managers of the various business segments and holding company units.

Further information on the Executive Board

Supervisory Board

The Supervisory Board monitors and advises the Executive Board in its conduct of business, and is thus directly involved in all corporate decisions of major importance.

Memberships Supervisory Board

Member	Position	End of Term	Mandates in other companies
Dr. Werner Brandt (Chairman)	Member of the Supervisory Board of ProSiebenSat.1 Media AG since June 26, 2014/ of ProSiebenSat.1 Media SE since May 21, 2015 (Chairman of the Supervisory Board of RWE AG)	Annual General Meeting 2022 (reelected at the Annual General Meeting 2019)	RWE AG, Essen/Germany, listed – Chairman of the Supervisory Board Siemens AG, Berlin, listed - Member of the Supervisory Board and Chairman of the Audit Committee
Dr. Marion Helmes (Vice Chairwoman)	Member of the Supervisory Board of ProSiebenSat.1 Media AG since June 26, 2014/ of ProSiebenSat.1 Media SE since May 21, 2015 (Member in various Supervisory Boards)	Annual General Meeting 2023 (reelected at the Annual General Meeting 2019)	British American Tobacco plc, London, listed – Non-Executive Member of the Main Board Heineken N.V., Amsterdam, listed – Member of the Supervisory Board Siemens Healthineers, Munich, listed – Member of the Supervisory Board
Lawrence A. Aidem (Member of the Supervisory Board)	Member of the Supervisory Board of ProSiebenSat.1 Media AG since June 26, 2014/ of ProSiebenSat.1 Media SE since May 21, 2015 (Managing Partner at Reverb Advisors)	Annual General Meeting 2023 (reelected at the Annual General Meeting 2019)	None
Adam Cahan (Member of the Supervisory Board)	Member of the Supervisory Board of ProSiebenSat.1 Media AG since June 26, 2014/ of ProSiebenSat.1 Media SE since May 21, 2015 (Independent Entrepreneur, Technology Executive)	Annual General Meeting 2022 (reelected at the Annual General Meeting 2019)	None
Erik Huggers (Member of the Supervisory Board)	Member of the Supervisory Board of ProSiebenSat.1 Media AG since June 26, 2014/ of ProSiebenSat.1 Media SE since May 21, 2015 (Independent Entrepreneur)	Annual General Meeting 2024 (reelected at the Annual General Meeting 2019)	WeTransfer B.V, Munich - Board Member
Marjorie Kaplan (Member of the Supervisory Board)	Member of the Supervisory Board of ProSiebenSat.1 Media SE since May 16, 2018 (Independent Entrepreneur)	Annual General Meeting 2024 (reelected at the Annual General Meeting 2019)	The Grierson Trust, Peterborough (UK) – Board Member
Dr. Antonella Mei-Pochtler (Member of the Supervisory Board)	Member of the Supervisory Board of ProSiebenSat.1 Media SE since April 13, 2020 (Independent Entrepreneur)	Annual General Meeting 2020 (If elected by the Annual General Meeting 2020, the end of term would be until the Annual General Meeting 2023)	Publicis Groupe SA, listed, Paris (FRA) – Member of the Supervisory Board & Member of the Remuneration Committee Generali Group Spa, listed, Triest (ITA) – Member of the Supervisory Board & Member of the Committees for Sustainability and Governance and Conflicts of Interest Westwing Group AG, listed, Munich (DEU) – Member of the Supervisory Board
Ketan Mehta (Member of the Superisory Board)	Member of the Supervisory Board of ProSiebenSat.1 Media SE since November 24, 2015 (Managing Director at Allen & Co.)	Annual General Meeting 2024 (reelected at the Annual General Meeting 2019)	None
Prof. Dr. Rolf Nonnenmacher (Member of the Supervisory Board and independent financial expert)	Member of the Supervisory Board of ProSiebenSat.1 Media SE since May 21, 2015 (Member of various Supervisory Boards)	Annual General Meeting 2022 (reelected at the Annual General Meeting 2019)	Continental AG, Hannover/Germany, listed – Member of the Supervisory Board, Chairman of the Audit Committee and Member of the Nomination Committee Covestro AG, Leverkusen/ Germany, listed – Member of the Supervisory Board, Chairman of the Audit Committee Covestro Deutschland AG (wholly owned by Covestro AG), Leverkusen/Germany – Member of the Supervisory Board

Further information on the Supervisory Board

Rules of Procedure (Supervisory Board)

Committees of the Supervisory Board

The Supervisory Board of ProSiebenSat.1 Media SE has set up various committees, which support it in its work. These committees report on their activities regularly and comprehensively to the Supervisory Board in its plenary sessions. Further information on the work and the composition of the Committees are available in the currentAnnual Report.

Individual breakdown of meeting participation in financial year 2019

	Total meeting participation	Present in %	Participation ordinary meeting	Present in %	Participation extraordinary meeting	Present in %
FULL SUPERVISORY BOARD
Dr. Werner Brandt, Chairman (since June 26, 2014)	12/12	100	6/6	100	6/6	100
Dr. Marion Helmes, Vice Chairwoman (since June 26, 2014, Vice Chairwoman since May 21, 2015)	12/12	100	6/6	100	6/6	100
Lawrence Aidem (since June 26, 2014)	12/12	100	6/6	100	6/6	100
Adam Cahan (since June 26, 2014)	12/12	100	6/6	100	6/6	100
Angelika Gifford (May 21, 2015, to January 13, 2020)	12/12	100	6/6	100	6/6	100
Erik Adrianus Hubertus Huggers (since June 26, 2014)	12/12	100	6/6	100	6/6	100
Marjorie Kaplan (since May 16, 2018)	12/12	100	5/6	83.33	6/6	100
Ketan Mehta (since November 24, 2015)	11¹/12	91.66
Prof. Dr. Rolf Nonnenmacher (since May 21, 2015)	12/12	100	6/6	100	6/6	100
PRESIDING AND NOMINATION COMMITTEE
Dr. Werner Brandt , Co-Chairman (since June 26, 2014)	2/2	100	1/1	100	1/1	100
Dr. Marion Helmes, Co-Chairwoman (since May 21, 2015)	2/2	100	1/1	100	1/1	100
Lawrence Aidem (since June 26, 2014)	2/2	100	1/1	100	1/1	100
Ketan Mehta (since June 30, 2016)	2/2	100	1/1	100	1/1	100
Marjorie Kaplan (attended as a guest)	1/1	100	1/1	100
AUDIT AND FINANCE COMMITTEE
Prof. Dr. Rolf Nonnenmacher (since May 21, 2015)	4/4	100	4/4	100
Dr. Marion Helmes (since June 26, 2014)	4/4	100	4/4	100
Angelika Gifford (May 16, 2018, to January 13, 2020)	4/4	100	4/4	100
Dr. Werner Brandt (attended as a guest)	4/4	100	4/4	100
COMPENSATION COMMITTEE
Dr. Werner Brandt, Chairman (since June 26, 2014)	3/3	100	1/1	100	2/2	100
Angelika Gifford (May 21, 2015, to January 13, 2020)	3/3	100	1/1	100	2/2	100
Dr. Marion Helmes (since May 21, 2015)	2¹/3	66.66	1/1	100	1/2	50
Prof. Dr. Rolf Nonnenmacher (since May 16, 2018)	3/3	100	1/1	100	2/2	100
CAPITAL MARKET COMMITTEE
Dr. Werner Brandt, Chairman (since September 7, 2016)	5/5	100			5/5	100
Dr. Marion Helmes (since September 7, 2016)	5/5	100			5/5	100
Ketan Mehta (since September 7, 2016)	5/5	100			5/5	100
Prof. Dr. Rolf Nonnenmacher (since September 7, 2016)	5/5	100			5/5	100

¹ Attendance was not possible for scheduling reasons due to the short notice at which the meeting was convened.

Skills Profile for the Supervisory Board of ProSiebenSat.1 Media SE

The Supervisory Board of ProSiebenSat.1 Media SE developed the skills profile described below for the Board as a whole and adopted this, so as to ensure qualified advice and monitoring of the Company by the Supervisory Board. The Board as a whole already satisfies the requirements in its current composition. You can find the corresponding chapter in the Annual Report on the skills profile for the Supervisory Board here. The following matrix provides an overview of the core competencies of the individual Supervisory Board members:

Further information on skills profile for the Supervisory Board

Annual General Meeting

The shareholders of ProSiebenSat.1 Media SE exercise their rights of joint administration and oversight at the Annual General Meeting. Since the merger of the share classes into voting registered common shares in August 2013, each share grants the same legal rights and obligations and one vote in the Annual General Meeting.

Further information on the Annual General Meeting

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