In the Management Declaration, the Executive Board and Supervisory Board report on corporate governance pursuant to sections 289f and 315d of the German Commercial Code (HGB). The Management Declaration includes information on relevant corporate governance practices and other aspects of corporate governance in addition to the annual Declaration of Compliance pursuant to section 161 of the German Stock Corporation Act (AktG). The Executive Board and Supervisory Board regard good corporate governance as an essential component of responsible, transparent management geared toward long-term value creation.

The Executive Board and the Supervisory Board of ProSiebenSat.1 Media SE declare that the recommendations of the "Government Commission on the German Corporate Governance Code" in the version of December 16, 2019 as published in the official section of the Federal Gazette (Bundesanzeiger) on March 20, 2020 in the period since the issuance of the last declaration of compliance in December 2021 have been complied with.

The Executive Board and the Supervisory Board of ProSiebenSat.1 Media SE further declare that the recommendations of the "Government Commission on the German Corporate Governance Code" in the version of April 28, 2022 as published in the official section of the Federal Gazette (Bundesanzeiger) on June 27, 2022 will be complied with in future.

December 2022

Executive Board and Supervisory Board of ProSiebenSat.1 Media SE

In December 2022, the Executive Board and the Supervisory Board of ProSiebenSat.1 Media SE last issued a declaration of compliance with the recommendations of the "Government Commission on the German Corporate Governance Code" in the version of December 16, 2019 as published in the official section of the Federal Gazette (Bundesanzeiger) on March 20, 2020 and in future with the recommendations in the version of April 28, 2022 as published in the official section of the Federal Gazette (Bundesanzeiger) on June 27, 2022 (the latter hereinafter referred to as the "GCGC") pursuant to Section 161 of the German Stock Corporation Act.

This declaration is updated as follows:

Due to the postponement of the publication of the annual and consolidated financial statements for financial year 2022 as announced by ad hoc publication on 28 February 2023 and the circumstances underlying such postponement, in deviation from recommendation F.2 of the GCGC, the consolidated financial statements and the group management report for the financial year 2022 cannot be made publicly available within 90 days of the end of the financial year and also the quarterly statement for the first quarter 2023 cannot be made publicly available within 45 days from the end of the reporting period. The Company will again publish future consolidated financial statements and group management reports as well as mandatory interim financial information within the respective periods as set out in recommendation F.2 of the GCGC.

Otherwise, the declaration of compliance from December 2022 remains unchanged.

In April 2023

Executive Board and Supervisory Board of ProSiebenSat.1 Media SE