(in accordance with Sections 289 (4) and 315 (4) of the German Commercial Code)
As a publicly traded company whose voting shares are listed in an organized market within the meaning of Section 2 (7) of the German Securities Acquisitions and Takeover Act (WpÜG), ProSiebenSat.1 Media AG is obliged to record the information stipulated in Sections 289 (4) and 315 (4) of the German Commercial Code (HGB) in the management report and Group management report. The disclosures are intended to enable a third party interested in taking over a publicly traded company to inform itself about the company, its structure, and any obstacles to the takeover. In addition to these statutory disclosures, the following section also includes the related explanations in accordance with Section 176 (1) Sentence 1 of the German Stock Corporation Act (AktG):
Composition of the Subscribed Capital
As of December 31, 2014, the share capital of ProSiebenSat.1 Media AG amounted to EUR 218,797,200. It is divided into 218,797,200 no par registered common shares with a pro rata share in the share capital of EUR 1.00 each. All shares entail the same rights and obligations. Each share in ProSiebenSat.1 Media AG grants one vote at the Annual General Meeting and an identical share in profits.
Restrictions Affecting Voting Rights or the Transfer of Shares
The Executive Board has no information on any restrictions on the exercise of voting rights or the transferability of shares that go beyond the legal requirements of the law governing the capital market and the Interstate Broadcasting Treaty (Rundfunkstaatsvertrag).
Further information on capital holdings that exceed 10 % of the voting rights can be found in the Notes, Note 40 “Group affiliation and disclosures on voting rights notifications as per Section 21 (1) German Securities Trading Act (WpHG)".
Share Holdings that Exceed 10 % of the Voting rights
On the basis of the voting rights notifications according to Sections 21 and 22 of the German Securities Trading Act (WpHG) received by the Company by December 31, 2014, there are no direct or indirect share holdings in the Company’s capital that exceed 10% of the voting rights.
Shares with Special Rights that Confer Controlling Powers
No shares with special rights that confer controlling powers have been issued.
Voting Control if Employees Hold a Capital Share
There is no control over voting rights in the event that employees hold a share in the share capital of ProSiebenSat.1 Media AG and do not exercise their controlling rights directly.
Appointment and Removal of Executive Board Members; Amendments of the Articles of Incorporation
In accordance with Section 6 (1) Sentence 1 of the company’s articles of incorporation, the Executive Board of ProSiebenSat.1 Media AG comprises several people; the exact number is determined by the Supervisory Board in accordance with Section 6 (1) Sentence 2 of the articles of incorporation. In principle, members of the Executive Board are appointed and removed by the Supervisory Board in accordance with Section 84 AktG. On this basis, Executive Board members are appointed for a maximum period of five years. Reappointments for a maximum of five years are permitted. Executive Board members can be removed by the Supervisory Board prematurely for good cause. The appointment and removal of Executive Board members require a simple majority of the votes cast in the Supervisory Board; in the event of a tie, the vote of the Supervisory Board Chairman shall prevail (Section 10 Sentence 3 of the company’s articles of incorporation). If the Executive Board does not have the required number of members, in urgent cases the court shall appoint a member upon petition by a party concerned (Section 85 (1) Sentence 1 AktG).
The Annual General Meeting must decide on changes to the articles of incorporation (Section 179 (1) Sentence 1 AktG). In the case of ProSiebenSat.1 Media AG, a resolution of the Annual General Meeting resolution to change the articles of incorporation requires the simple majority of the votes cast and of the share capital represented at the passing of the resolution (Section 179 (2) AktG in conjunction with Section 16 (2) Sentence 1 of the articles of incorporation), unless the articles of incorporation or the law demand a greater majority. For example, this is the case for changing the purpose of the company (Section 179 (2) Sentence 2 AktG) and creating contingent capital (Section 193 (1) Sentences 1 and 2 AktG) or authorized capital (Section 202 (2) Sentences 2 and 3 AktG), for which a majority of at least three quarters of the share capital represented at the passing of the resolution is required. The Supervisory Board is authorized to pass amendments that relate solely to the wording of the articles of incorporation (Section 179 (1) Sentence 2 AktG in conjunction with Section 11 of the articles of incorporation).
Executive Board’s Powers to Issue or Repurchase Shares
On the basis of the resolution of the Annual General Meeting of July 23, 2013, the Executive Board is authorized, subject to the consent of the Supervisory Board, to increase the share capital of ProSiebenSat.1 Media AG on or before July 22, 2018, by not more than EUR 109,398,600 by issuing new no-par shares in return for contributions in cash and/or in kind on one or more occasions (Authorized Capital 2013). Subject to the consent of the Supervisory Board, the Executive Board is authorized to determine the further content of the rights attached to the shares and the conditions of the share issue. Shareholders are granted a preemptive right.
The authorization to issue convertible and/or warrant-linked bonds granted to the Executive Board on the basis of the resolution of the Annual General Meeting on June 4, 2009, expired at the end of June 3, 2014. The contingent capital created to serve the convertible and/or warrant-linked bonds has therefore likewise become invalid.
By resolution of the Annual General Meeting of May 15, 2012, amended by resolution of the Annual General Meeting of July 23, 2013 with respect to the conversion of preference shares into common shares, ProSiebenSat.1 Media AG is authorized to purchase its own shares on or before May 14, 2017 in the total amount of up to 10 % of the share capital as of the date of the resolution. The company can utilize this authorization in full or in part, on one or more occasions, and for one or more purposes. The purchase can – also with the use of derivatives – be made via the stock exchange or by means of a tender offer directed to all shareholders and/or by way of a public solicitation to submit sales offers. Purchased own shares can be sold again or redeemed without an additional Annual General Meeting resolution. On the resale of own shares, the Executive Board is authorized, subject to the consent of the Supervisory Board, to partially or fully exclude the shareholders’ preemptive rights in certain cases described in more detail in the resolution of the Annual General Meeting.
Significant Agreements of the Company Subject to a Change of Control Resulting from a Takeover Bid
ProSiebenSat.1 Media AG concluded the following significant agreements that entail regulations for the event of a change of control, which could result from a takeover bid:
ProSiebenSat.1 Media AG has an unsecured syndicated facilities agreement that, as of December 31, 2014, includes a term loan of EUR 1.400 billion and a revolving credit facility with a facility amount of EUR 600.0 million. In the event that the control over ProSiebenSat.1 Media AG changes by way of direct or indirect acquisition of more than 50 % of the voting rights in ProSiebenSat.1 Media AG by a third party (change of control), the lenders are entitled to terminate their participation in the facility and to demand repayment of outstanding amounts allocable to them within a certain period after the change of control takes place.
In addition, ProSiebenSat.1 Media AG has outstanding unsecured notes of EUR 600.0 million. In the event that the control over ProSiebenSat.1 Media AG changes by way of direct or indirect acquisition of more than 50 % of the voting rights in ProSiebenSat.1 Media AG by a third party (change of control) and a negative rating is obtained following such a change of control, the note creditors are entitled to call in their notes and demand repayment.
In addition, some license agreements for films, TV series and other programs important for the Company include regulations that, in the event of a change of control, entitle the provider of the program content to terminate the corresponding license agreement prematurely. In addition, in the event of a change of control one of the major contracts with a cable network operator grants the contract partner the right to terminate all its contracts with the ProSiebenSat.1 Group.
Company’s Compensation Agreements with Executive Board Members or Employees for the Event of a Takeover Bid
There are no compensation agreements of ProSiebenSat.1 Media AG with members of the Executive Board or employees for the event of a takeover bid.
1 This section is part of the audited Group management report.