Organization and Group Structure

Business Activities and Segments

Corporate Profile and Market Position

ProSiebenSat.1 Group is one of the most successful independent media companies in Europe with a strong presence in the TV and digital market. We are growing steadily and dynamically as we are promoting the integration of individual business segments and creating additional sources of revenues thanks to new business models in all segments.

Advertising-financed free TV is the Group’s core business. The station family, which comprises the main stations SAT.1 and ProSieben, is the number one on the German audience and TV advertising markets. Every day, we reach around 42 million households in our TV markets in Germany, Austria and Switzerland. ProSiebenSat.1 Group has a comprehensive program repertoire with exclusive local commissioned and in-house productions and high-quality licensed US programming for its free TV stations and video-on-demand offers (VoD). We have also tapped into an attractive new business area for our broadcasting business with the distribution of our television channels in high-definition (HD) quality. In addition, we are the leading marketer of online video content in Germany, reaching over 30 million digital users every month. With maxdome, Studio71 and many other digital offers, we are also offering online and mobile high-quality entertainment on demand. In recent years, we have also established a strong Ventures & Commerce portfolio, which is now the Group’s most significant driver of growth. Our Group is also successful worldwide with its international program production and distribution network Red Arrow. With Red Arrow Entertainment Group, we are focusing particularly on key English-speaking markets in the US and the United Kingdom.

Segments and Brand Portfolio

Since the third quarter of 2016, ProSiebenSat.1 has been reporting on the Company’s development and goals in the digital business based on a new segment structure. The Group split the former Digital & Adjacent segment, where ProSiebenSat.1 previously bundled its digital activities, into two separate segments: Digital Entertainment and Digital Ventures & Commerce. As a result of its positive business performance and acquisitions, the Digital Entertainment and Digital Ventures & Commerce segments have generated significant revenue amounts. This was done in order to manage these segments more efficiently. All four segments are strategically, economically and technically interrelated (Fig. 22).

Segments of ProSiebenSat.1 Group (Fig. 22)

Broadcasting German-speaking segment: TV activities in Germany, Austria and Switzerland are allocated to the Broadcasting German-speaking segment. ProSiebenSat.1, together with its sales subsidiaries SevenOne Media and SevenOne AdFactory, is the number one on the TV advertising market in Germany. In addition to innovative sales concepts, the wide reach and brand awareness of ProSiebenSat.1 stations are key to the Group’s success. In the core business of advertising-financed television, we are benefiting from the ongoing expansion of our complementary station family in recent years. The portfolios of these countries stand out thanks to coordinated TV offers that cover a broad range of target groups on the audience and advertising market. In total, in 2016 ProSiebenSat.1 Group operates nine free TV stations and 13 advertising or program windows in the German-speaking region.

In addition to the traditional free TV business, ProSiebenSat.1 Group’s basic pay and HD TV stations are also reported in the Broadcasting German-speaking segment. The Group operates three basic pay TV channels: SAT.1 emotions, ProSieben FUN and kabel eins CLASSICS. The Group also participates in technical activation fees that cable network, satellite, and IPTV operators generate from the distribution of ProSiebenSat.1 stations in HD quality. As a result, ProSiebenSat.1 Group has established a business field with long term, recurring revenues that is strengthening its independence from the TV advertising market, which is highly sensitive to economic and seasonal fluctuations.

Digital Entertainment segment: The Group bundles its online video business activities in the Digital Entertainment segment. This includes the pay-video-on-demand portal maxdome, the multi-channel network (MCN) Studio71, the business with ad-video-on-demand portals and the areas of ad-tech and data. We are also operating our own record label and are active in the areas of artist management, music and live entertainment. In the Digital Entertainment segment, ProSiebenSat.1 covers the entire value chain, including content production, aggregation on various platforms, digital distribution and the monetization of video content. By extending and integrating TV formats on digital platforms, the Group is strengthening viewer retention and creating new, cross-media advertising space at the same time. As a result, ProSiebenSat.1 is also the market leader in the sale of online video content in Germany.

ProSiebenSat.1’s digital entertainment offers have a good position in their respective market segments. With around 60 billion video views in 2016, Studio71 is one of the four largest MCNs in the world and the number one in Germany. In addition to these online platforms, which are primarily financed with advertising, the Group operates the online video library maxdome, whose number of subscribers grew to one million in 2016. In the past year, ProSiebenSat.1 also promoted the internationalization of the entertainment business, launched the global content marketplace glomex, and acquired shares in the US online video provider Pluto TV.

Digital Ventures & Commerce segment: As a result of traditional acquisitions and by exchanging advertising time for a share in revenues and/or equity, ProSiebenSat.1 has developed an attractive Ventures & Commerce portfolio in recent years. The Group is driving growth in the digital commerce business by connecting it to the TV business.

ProSiebenSat.1 bundles its strategic partnerships in the e-commerce business in what are known as verticals in order to foster synergies and exchanges between investments. Under the 7Travel umbrella brand, the Online Travel vertical includes the station’s own weather portal wetter.com, the travel portal weg.de, the dynamic travel operator tropo, billiger-mietwagen.de as Germany’s largest portal for hire cars, mydays.de, the specialist in experience presents, and etraveli as a leading pan-European online travel agency for flights. The Online Price Comparison vertical includes brands such as Verivox and preis24.de. In 2016, ProSiebenSat.1 also invested in the online dating business and acquired a majority stake in the PARSHIP ELITE Group, which forms the Online Dating vertical. In particular, the Group will increase its focus on the expansion of the Lifestyle Commerce ecosystem, which includes various verticals around investments, such as Stylight, Flaconi or Amorelie.

SevenVentures, a ProSiebenSat.1 Media SE subsidiary, is the first and leading investment company worldwide that accelerates growth at B2C companies with traditional investments and media and operating support. It operates a flexible investment model made up of minority interests and media collaborations in which portfolio companies obtain financial resources, advertising time and other services in exchange for an individual share in equity or revenues.

Content Production & Global Sales segment: The activities of the Red Arrow Entertainment Group are bundled in the Content Production & Global Sales segment. Red Arrow develops, produces and sells TV formats for the stations of ProSiebenSat.1 Group and for third-party companies. In 2016, the number of Red Arrow´s productions was more than 500, the company’s program catalog included more than 900 titles. In the Content Production & Global Sales segment, ProSiebenSat.1 Group is also expanding its portfolio with strategic acquisitions focused on the English-speaking region in particular. In addition to the genre of factuals, digital offers in particular have been the focus since the previous year. In addition to TV groups, the company’s customers also include multinational players such as Amazon. The number of international customers rose to more than 350 in 2016. At the end of 2016, Red Arrow was represented in seven countries with 19 production companies and four sales offices.

Brand portfolio of ProSiebenSat.1 Group (Fig. 23)

Management and Control

ProSiebenSat.1 Group is managed centrally by ProSiebenSat.1 Media SE. In 2015, the legal form of the parent company changed from a German Stock Corporation (Aktiengesellschaft, AG) to a European Stock Corporation (Societas Europaea, SE). For the corporate governance structure there were no major changes. In particular, the rights of the shareholders remained unaffected. The organizational structure at Group level did not change materially in 2016, either structurally or legally. We report in detail about changes to the scope of consolidation in the corresponding chapter of the Combined Management Report and the Notes.

ProSiebenSat.1 Media SE is listed in Germany at the stock exchange in Frankfurt am Main and at the stock exchange in Luxembourg (Bourse de Luxembourg). ProSiebenSat.1 Media SE has three governing bodies: the Annual General Meeting, the Executive Board (managing body) and the Supervisory Board (supervisory body). The decision-making powers of these governing bodies are strictly demarcated from each other.

Corporate governance structure of ProSiebenSat.1 Media SE as of December 31, 2016 (Fig. 24)

• The shareholders of ProSiebenSat.1 Media SE exercise their rights of joint administration and oversight at the Annual General Meeting. Each share grants the same legal rights and obligations in addition to one vote each at the Annual General Meeting.
• The Executive Board is responsible for the overall performance of ProSiebenSat.1 Group, and has both professional and disciplinary authority over the managers of the business segments and holding company units.
• The Supervisory Board monitors and advises the Executive Board on its conduct of business, and is thus directly involved in all corporate decisions of major importance.

The basic rules for this dual management and supervisory system are defined in the articles of incorporation of ProSiebenSat.1 Media SE and in the rules of procedure for the Executive Board and Supervisory Board. The articles of incorporation also define the corporate objective. In accordance with Article 18 (2) of the Company’s articles of incorporation, this may be changed by a majority resolution of the Annual General Meeting if at least half of share capital is represented when the resolution is passed (Section 59 (2) SE Regulation and Section 51 Sentence 1 of the German SE Implementation Act (SE-Ausführungsgesetz — SEAG)). Otherwise, this requires a resolution by a majority of two thirds of the votes cast, provided that the law does not provide or permit a larger majority (Section 59 (1) SE Regulation). However, changes to the corporate objective still require a majority of at least three quarters of the valid votes cast in accordance with Section 179 (2) Sentence 1 of the German Stock Corporation Act (AktG) in conjunction with Section 59 (1) and (2) SE Regulation and Section 51 Sentence 2 SEAG. We report on personnel changes in the boards in the “To Our Shareholders” section.

Corporate Structure and Investments

These Consolidated Financial Statements include ProSiebenSat.1 Media SE and all significant subsidiaries — meaning entities in which ProSiebenSat.1 Media SE directly or indirectly holds a majority of voting rights, or whose relevant activities it is otherwise able to control.

In its function as the Group holding company, the tasks of ProSiebenSat.1 Media SE include central financing, Group risk management and the ongoing development of the corporate strategy. The economic development of ProSiebenSat.1 Group is determined primarily by the subsidiaries, held both directly and indirectly.

ProSiebenSat.1 Media SE holds 100 percent of the shares in ProSiebenSat.1 TV Deutschland GmbH. The free TV stations of ProSiebenSat.1 and the pay TV channels (ProSiebenSat.1 Pay TV GmbH) work under its umbrella. ProSiebenSat.1 also indirectly holds a 100 percent stake in the sales companies SevenOne Media GmbH and SevenOne AdFactory GmbH. This results in advantages with regard to the stations’ programming and the sale of advertising time.

Companies in the areas of online advertising (ProSiebenSat.1 Digital GmbH), video-on-demand (maxdome GmbH and Studio71 GmbH), online travel (ProSieben Travel GmbH) and Ventures & Commerce (SevenVentures GmbH and ProSiebenSat.1 Commerce GmbH) are also affiliated indirectly with ProSiebenSat.1 Media SE via subsidiaries consolidated under the holding company, ProSiebenSat.1 Digital & Adjacent GmbH.

The subsidiaries for the Content Production & Global Sales segment are operated by Red Arrow Entertainment Group GmbH, which is also an investment wholly owned by ProSiebenSat.1 Media SE.

Group structure as of December 31, 2016 (excerpt) (Fig. 25)