Corporate Bodies

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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. Andreas Wiele (Chairman)	Member of the Supervisory Board at ProSiebenSat.1 Media SE since February 13, 2022 (General Partner at Giano Capital Management)	Annual General Meeting 2025	Giano Capital Management Sàrl (belongs to Giano Capital Sàrl), Luxembourg/Luxembourg, private - Member of the Supervisory Board Giano Capital Sàrl, Geneva/Switzerland, private - Member of the Advisory Board OakTree Power Ltd, London/UK, private - Member of the Board of Directors
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)	Heineken NV, Amsterdam/Netherlands, listed – Member of the Supervisory Board, Chairwoman of the Audit Committee Siemens Healthineers, Munich/Germany, listed – Member of the Supervisory Board, Chairwoman of the Audit Committee LONZA Group Ltd, Basel, listed – Member of the Supervisory Board, Member of the Audit Committee
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
Bert Habets (Member of the Supervisory Board)	Member of the Supervisory Board at ProSiebenSat.1 Media SE since May 5, 2022 (CEO of Antenna Group)	Annual General Meeting 2025	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)	Freepik Company SL, Malaga, Spain - Chairman (non-executive) Hexagon AB, listed, Stockholm/Sweden - Supervisory 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)	ArtBnk, LLC, Newmarket, New Hampshire (USA) - 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
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 2023	Publicis Groupe SA, listed, Paris – Member of the Supervisory Board, Member of the Strategy Committee, Member of the Remuneration Committee and Member of the Governance and Sustainability Committee Assicurazioni Generali SpA, listed, Milano – Chairwoman of the Strategy and Investment Committee, Member of the Technology & Digital Committee and Member of the Committee for Sustainability and Governance Westwing Group AG, listed, Munich – Vice Chairwoman of the Supervisory Board, Chairwoman of the Remuneration Committee Plenitude SpA, (pre-IPO), Milan – Member of the Supervisory Board, Member of the Audit Committee, Member of the Strategy Committee
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 2025 (reelected at the Annual General Meeting 2022)	Continental AG, Hannover/Germany, listed – Member of the Supervisory Board, Chairman of the Audit Committee and Member of the Nomination Committee

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 2021

	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 (resignation as of November 12, 2021)	10/10	100	5/5	100	5/5	100
Erik Huggers (since June 26, 2014)	12/12	100	6/6	100	6/6	100
Marjorie Kaplan (since May 16, 2018)	12/12	100	6/6	100	6/6	100
Ketan Mehta (since November 24, 2015)	12/12	100	6/6	100	6/6	100
Dr. Antonella Mei-Pochtler (since April 13, 2020)	10/12	83.3	5/6	83.3	5/6	100
Prof. Dr. Rolf Nonnenmacher (since May 21, 2015)	12/12	100	6/6	100	6/6	100
AUDIT AND FINANCE COMMITTEE
Prof. Dr. Rolf Nonnenmacher (since May 21, 2015)	7/7	100
Dr. Marion Helmes (since June 26, 2014)	7/7	100
Dr. Antonella Mei-Pochtler (since April 13, 2020)	7/7	100
Dr. Werner Brandt	7/7	100
COMPENSATION COMMITTEE
Dr. Werner Brandt, Chairman (since June 26, 2014)	3/3	100
Dr. Marion Helmes (since May 21, 2015)	3/3	100
Prof. Dr. Rolf Nonnenmacher (since May 16, 2018)	3/3	100
Lawrence Aidem	3/3	100
CAPITAL MARKET COMMITTEE
Dr. Werner Brandt, Chairman (since September 7, 2016)	1/1	100
Dr. Marion Helmes (since September 7, 2016)	1/1	100
Ketan Mehta (since September 7, 2016)	1/1	100
Prof. Dr. Rolf Nonnenmacher (since September 7, 2016)	1/1	100
PRESIDING & NOMINATION COMMITTEE
Dr. Werner Brandt	1/1	100
Dr. Marion Helmes	1/1	100
Lawrence Aidem	1/1	100
Marjorie Kaplan	1/1	100
Ketan Mehta	1/1	100
Dr. Antonella Mei-Pochtler	0/1	0

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.

An overview of the fulfilment by its current members of the objectives for its composition as decided by the Supervisory Board as well as the competence profile of the Supervisory Board, including the persons proposed for election by the administration under agenda item 7 of the Annual General Meeting on 5 May 2022, can be found here: PDF

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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