We have a strong financial foundation and involve our shareholders adequately in the Company’s success. We want to continue this profit-oriented dividend policy in the future and distribute an annual dividend of 80 % to 90 % of adjusted net income. At the same time, we adhere to the targeted leverage factor of 1.5 to 2.5. It indicates the level of netdebt in relation to LTM adjusted EBITDA - i.e. the EBITDA adjusted for reconciling items that the ProSiebenSat.1 Group has generated in the last twelve months (LTM = last twelve months).
The shareholders resolved to distribute a dividend of EUR 1.93 per dividend-entitled share for the 2017 financial year (previous year: EUR 1.90). This corresponds to a total payout of EUR 442 million and a pay-out ratio of 80.3% (previous year: 84.7%) of the Group’s underlying net income (calculated on the basis of 228.9m shares entitled to a dividend; 4.1m treasury shares are not entitled to a dividend).
The effective dividend date is the date of the Annual General Meeting. Thus, all common shareholders who own ProSiebenSat.1 shares on this date are entitled to a dividend.
Dividend proposal (Annual Press Conference)
Dividend resolution (Annual General Meeting)
Number of shares in million1
Underlying earnings per share
Dividend per dividend entitled common share
Payout in million3
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 08/16/2013, 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 08/16/2013, only the bearer preference shares of the company were publicly traded.
2 Adjusted due to changes in reporting practices for non-IFRS figures from the beginning of financial year 2017. The Annual Report 2016 comprises more detailed information on pages 73 and 74.
3 ProSiebenSat.1 Media SE held at the time of the Annual General Meeting preference shares as treasury stock. Shares directly or indirectly owned by the company are in accordance to § 71b AktG not entitled to receive a dividend.
Information for natural persons regarding the taxation of the dividend 2017
Common shares (ISIN DE000PSM7770): The dividend per registered common share is EUR 1.93. No amount will be paid out of the tax contribution account (steuerliches Einlagekonto). Therefore, the total dividend amount is generally subject to withholding tax at a rate of 25%, plus solidarity surcharge of 5.5% thereon, resulting in a total tax rate of 26.375% (plus any church tax). If you have any additional questions regarding dividend taxation, please consult your tax advisor.
Additional information for individual shareholders:
The information provided below does not constitute tax advice but only describes certain general principles of German taxation, which might be relevant in connection with the dividend distribution. Shareholders should seek advice from their own tax advisor regarding the tax implications of the dividend distribution.
The sections below only apply to shareholders who are natural persons and hold their shares as private assets. Whether such shareholders are to be considered resident taxpayers for the purposes of the summary below depends upon whether they are subject to unlimited taxation in Germany (e.g., due to their residence or usual place of abode).
The tax liability applicable to dividend payments is generally satisfied by withholding a flat tax (Abgeltungsteuer) of 25%, plus a solidarity surcharge of 5.5% thereon, resulting in a total tax rate of 26.375% (plus any church tax). Under certain circumstances, however, no withholding will be made, e.g. if shareholders have given their bank a certificate from the German tax authorities stating that the shareholder is not subject to an assessment procedure (Nichtveranlagungsbescheinigung). The same applies to such shareholders who have submitted a German application for exemption (Freistellungsauftrag) from withholding tax with sufficient exemption volume that has not been used in connection
with other income from capital investment.
The withholding will be made irrespective of the individual tax rate and generally satisfies the personal income tax liability of the shareholders in respect of the dividend. However, certain exemptions apply. For instance, shareholders may request that a tax assessment be carried out on their income from the dividend and all other capital investments if this results in less tax liability (e.g., due to a lower individual tax rate, an unused lumpsum saving allowance (Sparer-Pauschbetrag) or allowances for losses). However, expenses actually incurred in connection with
the dividend are not tax deductible within the scope of the flat rate withholding tax (Abgeltungssteuer).
The above principles do not apply to the extent funds from the tax contribution account (steuerliches Einlagekonto) are deemed to be used for the distribution. In this case, the respective amounts are generally tax exempt (at least, if the amounts from the tax contribution account do not exceed the acquisition cost/tax basis of the shares) and are not subject to withholding. However, the German tax authorities assume that amounts distributed from the tax contribution account result in a reduction of the acquisition cost/tax basis for the shares. Shareholders should consult their tax advisor for more details.
Based on the proposed dividend of EUR 1.93 per no-par value share entitled to dividend, the company expects that no amount thereof will be from the tax contribution account.
Non-resident taxpayers are subject to limited taxation in Germany with respect to the dividend, i.e., the flat withholding tax (Abgeltungsteuer) also applies to them in principle. As a consequence, the dividend will be subject to a withholding tax at a rate of 25%, plus a solidarity surcharge of 5.5% thereon, i.e., in total 26.375% to the extent that no amounts from the tax contribution account (steuerliches Einlagekonto) are deemed to be used for the distribution (please see “Dividend” section above).
For dividend payments to non-resident taxpayers, a reduced withholding tax rate may apply if there is a respective double-taxation treaty in place between Germany and the country in which the shareholder resides for tax purposes. The discount, if any, is granted by crediting the difference between the withheld tax and the tax liability arising under the respective treaty. The shareholder must file a corresponding request with the Federal Central Tax Office (Bundeszentralamt für Steuern, An der Küppe 1, 53225 Bonn, Germany or the German website http://www.bzst. bund.de) in compliance with certain formalities and deadlines.
If and to what extent non-resident taxpayers are liable to taxes on the dividend in the country of their tax residence is to be determined
on the basis of the tax laws applicable in such country.