Corporate Bodies

Claas van Delden, Florian Tappeiner, Chris Öhlund

»We benefit
from the group’s
marketing
power.«

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.

Members of the Executive Board

Max Conze	Group CEO, ProSiebenSat.1 Media SE
Conrad Albert	Deputy chairman of the Executive Board and Group General Counsel, ProSiebenSat.1 Media SE
Dr. Jan Kemper	Group CFO and Executive Board Member Commerce, ProSiebenSat.1 Media SE
Sabine Eckhardt	Executive Board Member Sales & Marketing, ProSiebenSat.1 Media SE
Jan David Frouman	Executive Board Member Content Production & Global Sales, ProSiebenSat.1 Media SE

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 (as of May 16, 2018)

Member	Position	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 (Consultant)	RWE AG (non-executive) Siemens AG (non-executive)
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 (Consultant)	NXP Semiconductors N.V. (non-executive), British American Tobacco PLC. (non-executive), Bilfinger SE (non-executive), Heineken N.V. (non-executive) Siemens Healthineers (non-executive) Uniper SE (non-executive)
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 Reverb Advisors (Managing Partner)	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 Yahoo Inc. (Senior Vice President Mobile and Emerging Products)	None
Angelika Gifford (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 Yahoo Inc. (Senior Vice President Mobile and Emerging Products)	Rothschild & Co. (non-executive) TUI AG (non-executive)
Erik Adrianus Hubertus 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	None
Marjorie Kaplan (Member of the Supervisory Board)	Member of the Supervisory Board of ProSiebenSat.1 Media SE since May 16, 2018 Independent Entrepreneur	The Grierson Trust (non-executive)
Ketan Mehta (Member of the Superisory Board)	Member of the Supervisory Board of ProSiebenSat.1 Media SE since November 24, 2015 Allen & Company LLC (Managing Director)	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 (German Public Auditor)	Continental AG (non-executive) Covestro AG (non-executive) Covestro Deutschland AG (non-executive)

Further information on the 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.

Individualized disclosure of participation in meetings in the 2017 financial year

	Participation in meetings	Attendance in %
PLENARY SUPERVISORY BOARD
Dr. Werner Brandt, Chairman (since June 26, 2014)	12/12	100
Dr. Marion Helmes (since June 26, 2014, Deputy Chairwoman of the SE since May 21, 2015)	12/12	100
Lawrence Aidem (since June 26, 2014)	7 11/12	92
Antoinette (Annet) P. Aris (since June 26, 2014)	12/12	100
Adam Cahan (since June 26, 2014)	12/12	100
Angelika Gifford (since May 21, 2015)	12/12	100
Erik Adrianus Hubertus Huggers (since June 26, 2014)	12/12	100
Ketan Mehta (since November 24, 2015)	12/12	100
Prof. Dr. Rolf Nonnenmacher (since May 21, 2015)	12/12	100
PRESIDING AND NOMINATION COMMITTEE
Dr. Werner Brandt, Vice Chairman (since June 26, 2014)	4/4	100
Dr. Marion Helmes, Vice Chairwomen (since May 21, 2015)	4/4	100
Lawrence Aidem (since June 26, 2014)	4/4	100
Ketan Mehta (since June 30., 2016)	4/4	100
AUDIT AND FINANCE COMMITTEE
Prof. Dr. Rolf Nonnenmacher, Chairman (since 21 May, 2015)	5/5	100
Antoinette (Annet) P. Aris (since June 26, 2014)	5/5	100
Dr. Marion Helmes (since June 26, 2014)	5/5	100
COMPENSATION COMMITTEE
Dr. Werner Brandt, Chairman (since June 26, 2014)	2/2	100
Antoinette (Annet) P. Aris (since June 26, 2014)	2/2	100
Angelika Gifford (since May 21, 2015)	2/2	100
Dr. Marion Helmes (since May 21, 2015)	2/2	100

The Capital Markets Committee did not hold any meetings in financial year 2017.

Individual breakdown of meeting participation in financial year 2017

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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