The spin-off requires a three-quarters majority of the shareholders represented at the general meeting. That's already a significant hurdle. Additionally, as before every general meeting, we are currently on a roadshow having discussions with proxy advisors like ISS and Glass Lewis, institutional investors, and private shareholders. We are making it clear why what MFE is demanding is not in the interest of all shareholders, and why the path we are proposing is the right one.

We have the impression that MFE is very clearly pursuing its own interests, and not those of the other shareholders. Even if a spin-off were structured slightly differently, it would never lead to the desired outcome: namely, an entertainment company that can strategically invest again. For that, we need debt reduction. However, the result of a spin-off ultimately leads to a highly indebted ProSiebenSat.1 Media SE with lower operating results than today.

Attendance rates have recently been around 58%. MFE holds a voting share of just under 30%. Therefore, we hope that as many shareholders as possible will use their vote to stop the spin-off and other proposals. Furthermore, the voting results strongly depend on the recommendations of the proxy advisors and how PPF decides.

No. Discussing this with PPF is primarily the task of our chairman of the supervisory board, Andreas Wiele. However, from our perspective, it cannot be in PPF's interest to support this spin-off. We would not be positioning the entertainment business in a way that enables it to compete effectively.

ISS and Glass Lewis recommend following our proposals in all respects, rejecting the spin-off, and also electing our supervisory board candidates. Once other shareholders realize that MFE is attempting a backdoor takeover, it should be clear which way to vote.

After a spin-off, the market capitalization of the highly indebted entertainment business would significantly decrease. This would make it much easier for MFE to make a takeover offer – without offering a significant premium to the shareholders.

I believe MFE is trying to gain control of ProSiebenSat.1's entertainment business with a 30% stake. If they want to gain control, they would need to make a takeover offer, as required for a publicly traded company. Then every shareholder can decide whether to stay or not. But we reject gaining control by stealth without offering a premium on the stock price.

Yes. We looked at the authorized capital of companies in the Dax and MDax. There is almost no company that does not have authorized capital with an exclusion of subscription rights for certain acquisitions.

Then MFE would, for example, be the authority for every acquisition or for admitting a shareholder – not the management board, supervisory board, and all shareholders collectively. This also shows that MFE pursues singular interests that imply an indirect takeover without adhering to takeover laws.

Wanting to remove Mr. Nonnenmacher, who was the chairman of the government commission for the German Corporate Governance Code, and replace him with an Italian auditor, is an affront in our view.

Mr. Nonnenmacher was the one who immediately pushed for clarification after the allegations became known. It is clear from the audit report that the supervisory board was not dealing with this issue at that time. Therefore, we see no conflicts of interest.

The ZAG only applies to vouchers from Jochen Schweizer mydays worth more than 250 euros. These account for approximately 20% of Jochen Schweizer mydays' revenue. In terms of our group's revenue, this corresponds to a share of approximately 0.75%. One could question whether a supervisory board – without concrete evidence – should deal with this. In addition, we had Ernst & Young as auditors in the subsidiaries responsible for auditing the individual financial statements according to HGB for three years. EY did not provide any indication in the audit reports or otherwise that the business model might be regulated in certain parts.

In my opinion, MFE is in a dilemma. Under the Takeover Act, they are required to cover the shares they wish to acquire with a bank guarantee. Moreover, it's important to note that our bank financing of approximately 2 billion euros gross contains a change-of-control clause.

If someone exceeds the threshold of 50% of the shares, the banks can apply this clause and terminate the existing contracts. For a takeover offer, the possible refinancing of the terminated credit agreements must effectively also be secured. I assume that a bank would only issue the bank guarantee required for the acquisition if not only the acquisition price for the shares, but also the possible refinancing, is secured.

Perhaps MFE has tried that, but couldn't find any banks. But that's just speculation on my part. They might now be trying to take the backdoor route.

The ideal way for a shareholder who is at the threshold of 30% and does not directly seek a majority is a so-called lowball offer. This is the technical term for a low offer in the hope that very few shareholders will accept it, so that while the control threshold of 30% is narrowly exceeded, the 50% threshold for the termination of financing contracts is not. It should be noted that after exceeding the control threshold, no further takeover offer needs to be made, and further shares can be gradually purchased without having to make a public takeover offer to all shareholders again.

Exactly. And there is also a risk with such a lowball offer: It could attract other bidders and trigger a bidding war. That's why MFE might hesitate to make such a lowball offer, and is now trying to gain control over the company through counterproposals for the election of supervisory board members.

Fundamentally, due to ProSiebenSat.1's listing, any shareholder can make a takeover offer to acquire control of our group at any time. That's perfectly okay and in line with takeover law. This right, of course, also applies to MFE. But then you have to follow the rules and must not, as MFE is trying from our point of view, gain a majority of seats on the supervisory board and thus de facto control over ProSiebenSat.1 without having previously made a corresponding takeover offer.

No. Then we would deal with it according to corporate law. As for the company's strategy, MFE and ourselves are not that far apart. However, a fundamental difference exists regarding the path to more focus on our entertainment business, and lower financial leverage.

Yes, we do not see those significant synergies often mentioned in the case of pan-European players. Cooperation in purchasing, IT, or advertising, such as what RTL and we have recently done, can achieve a lot of synergies. From our perspective, a takeover is not necessary for this.

I see that a bit differently. The price had already increased by 11% from the beginning of the year until March 20. On the day MFE published the proposals, the price initially rose by 7%, but then returned to the initial level.

Because there was a lot of speculation about what could happen with ProSiebenSat.1. Also, during that time, several analyst studies were released that were positive for us. For example, from Barclays and Citibank. By the way, Barclays also concludes that the spin-off proposed by MFE essentially delivers ProSiebenSat.1 to them for free. And we have announced some good numbers.

For example, the business figures for the fourth quarter of 2023, which we published on February 19. They were much better than expected by the market, especially TV advertising revenue.

Yes. Our strategy to invest more in local and live content and less in US programming is clearly reflected in the numbers. Our streaming platform Joyn increased its watch time by 34% in the first quarter. That's the time users spend on the platform on average per day.

In the case of Daimler, there are two companies producing vehicles – passenger cars as well as trucks and buses. Analysis shows that in such cases, the shareholder structure changes little. But if, as in our case, there are two or more very different businesses, spin-offs in Germany have, on average, changed 42% of the shareholder structure in the past ten years. That's very high.

In our case, the spin-off company for Commerce & Ventures and the dating business would have a relatively low free float due to the major shareholders MFE, PPF, and General Atlantic. The high turnover in this group of shareholders described above, i.e., a possible future sale of shares, would put enormous pressure on the stock price after an IPO. In addition, there would certainly also be a conglomerate discount, as our commerce businesses, ranging from consumer portals to online perfumeries, are very diverse.

We believe so too. The question is how to eliminate it best. This can be done much better by selling individual companies, which reveals how much the companies are actually worth. This creates value for the shareholders. This has been the case with all major holding companies. I experienced precisely this as CFO of United Internet.

These companies are not indebted; they have more cash than debts. Even if we were to give them a reasonable portion of the holding's debts, ProSiebenSat.1's leverage ratio would increase significantly. This would significantly restrict our financial flexibility and worsen our rating.

Exactly – with the proceeds from that, we could significantly reduce our group's debts, and our leverage ratio would decrease significantly. Then our entertainment business could pick up speed again. After a sale, we would no longer have to worry about these investments, while preparing for a spin-off would take much time and resources, especially since the companies would still need to be sold after the spin-off.

We have done our homework and are ready for sales. If market conditions are favorable, we can immediately start the processes. Nonetheless, we are not under time pressure, as both Verivox's and Flaconi's business figures are excellent. Both are growing faster than their respective markets and are profitable. Verivox generates an operating profit of around 30 million euros per year. This could be very attractive, for example, to smaller private equity firms.

Yes, we believe so, especially since in recent weeks, there has been an improvement in sentiment for the digital and e-commerce market, and investors are again willing to invest in such companies. This was certainly not the case a year ago.

We have communicated quite clearly what we intend to do. We have established a very clear strategy with the supervisory board. But we have not published any numbers for this.

When we have clarity about the divestments of holdings, we will also publish a medium-term plan again. Last year was characterized by a shift in strategy. We not only initiated a costs programme, but also restructured our team so that there are no longer silos like ProSieben, Sat.1, and Joyn, but more and better collaboration.

Let's wait for the general meeting and see what happens. But I also want to emphasize that we continue to have a good dialogue with MFE at the operational level. That concerns the entertainment business, and not corporate governance or the sale of companies. But I must make one thing clear: MFE always presents itself as open to discussions. However, in a constructive dialogue, I would have expected MFE to call us beforehand and inquire whether we had ever considered a spin-off.

That came out of nowhere for us. The fact that there was no exchange beforehand is quite bewildering.