ProSiebenSat.1 Media SE adjusts dividend policy, proposes significantly reduced dividend for fiscal year 2022 and announces change in the Executive Board

Unterföhring, April 27, 2023. Today, the Executive Board of ProSiebenSat.1 Media SE, with the approval of the Supervisory Board, decided to adjust the dividend policy and adopted the dividend proposal for fiscal year 2022, which was endorsed by the Supervisory Board. The Supervisory Board also resolved changes to the Executive Board at its meeting today:

Adjustment of dividend policy & reduced dividend proposal for fiscal year 2022

Besides the general economic environment and the adjusted net income as reference basis for distributions to shareholders, the Group from now takes into particular focus an appropriate level of financial leverage when determining distributions to shareholders. Furthermore, ProSiebenSat.1 also takes into account requirements for investments into the business, including the realization of strategic growth opportunities, particularly in the Entertainment core business.

Reference basis for dividend payments remains the Group’s adjusted net income. In the future, the Group will generally aim to pay out 25% to 50% of adjusted net income (previously: 50%), taking into account the aforementioned criteria. For the time being, the upper end of our financial leverage target corridor of 1.5x to 2.5x will serve as a benchmark for maintaining an appropriate level of financial leverage (ratio of the Group’s net financial debt to its LTM adjusted EBITDA). However, important strategic investments may lead to a temporary adjustment of the target corridor.

Considering the aforementioned adjusted criteria for distributions to shareholders and in light of the – due to the Russia/Ukraine war and the related general economic environment – expected burdened business development of the Company, the Executive Board and Supervisory Board propose to the 2023 Annual General Meeting to pay out a significantly reduced dividend of EUR 0.05 per share to the holders entitled to dividends for fiscal year 2022 (previous year: EUR 0.80). This corresponds to an expected total distribution of around EUR 11 million. This reduced proposal takes in particular into account that – as per the outlook of the Company for fiscal 2023 – the financial leverage ratio for the Group at the end of full-year 2023 is expected above the upper end of the target corridor.

Change on the Executive Board

Martin Mildner (53) will take over as Chief Financial Officer as of May 1, 2023. Most recently, he was Chief Financial Officer of MDAX-listed United Internet AG and had successfully taken the Group subsidiary IONOS public. Prior to this, Mildner was General Counsel and Head of M&A at the Hamburg-based Otto Group for many years, where he was responsible, among other things, for setting up and preparing the IPO of About You, one of Europe's most successful eCommerce companies, in 2021.

Ralf Peter Gierig (57), previously Member of the Executive Board & Chief Financial Officer of ProSiebenSat.1 Media SE, resigned from his position today by mutual agreement with the Supervisory Board.

Note: The key figure "adjusted net income" is not a key figure under IFRS. Information on the composition of adjusted net income can be found in the Annual Report 2021 of ProSiebenSat.1 Media SE on page 118 (available at https://www.prosiebensat1.com/uploads/2022/03/02/P7S1_GB_2021_EN.pdf).

1619761  27-Apr-2023 CET/CEST