Assurance

Independent auditor's limited assurance report

The assurance engagement performed by Ernst & Young (EY) relates exclusively to the German PDF-version of the sections "Our Responsibility" and "GRI Report" in the Sustainability Report 2019 of ProSiebenSat.1 Media SE. The following text is a translation of the original German Independent Assurance Report.

TO PROSIEBENSAT.1 MEDIA SE, UNTERFÖHRING

We have performed a limited assurance engagement on the sections "Our Responsibility" and "GRI Report" in the Sustainability Report of ProSiebenSat.1 Media SE for the reporting period from 1 January 2019 to 31 December 2019 (hereafter the report).

Our engagement exclusively relates to the German PDF-version of the report. Our engagement did not include any prospective disclosures, prior year disclosures and links to other web pages. The report is published as a PDF-version at sustainability-report2019.prosiebensat1.com.

MANAGEMENT'S RESPONSIBILITY

The legal representatives of the Company are responsible for the preparation of the report in accordance with the Sustainability Reporting Standards of the Global Reporting Initiative (hereafter “GRI criteria”).

This responsibility includes the selection and application of appropriate methods to prepare the report as well as making assumptions and estimates related to individual sustainability disclosures which are reasonable in the circumstances. Furthermore, the legal representatives are responsible for such internal controls that they have considered necessary to enable the preparation of a report that is free from – intended or unintended – material misstatement.

AUDITOR'S DECLARATION RELATING TO INDEPENDENCE AND QUALITY CONTROL

We are independent from the Company in accordance with the provisions under German commercial law and professional requirements, and we have fulfilled our other professional responsibilities in accordance with these requirements.

Our audit firm applies the national statutory regulations and professional pronouncements for quality control, in particular the by-laws regulating the rights and duties of Wirtschaftsprüfer and vereidigte Buchprüfer in the exercise of their profession [Berufssatzung für Wirtschaftsprüfer und vereidigte Buchprüfer] as well as the IDW Standard on Quality Control 1: Requirements for Quality Control in audit firms [IDW Qualitätssicherungsstandard 1: Anforderungen an die Qualitätssicherung in der Wirtschaftsprüferpraxis (IDW QS 1)].

AUDITOR'S RESPONSIBILITY

Our responsibility is to express a limited assurance conclusion on the information in the sections "Our Responsibility" and "GRI Report" in the report based on the assurance engagement we have performed.

We conducted our assurance engagement in accordance with the International Standard on Assurance Engagements (ISAE) 3000 (Revised): "Assurance Engagements other than Audits or Reviews of Historical Financial Information", issued by the International Auditing and Assurance Standards Board (IAASB). This Standard requires that we plan and perform the assurance engagement to obtain limited assurance about whether the sections "Our Responsibility" and "GRI Report" in the report of the Company for the reporting period from 1 January 2019 to 31 December 2019 has been prepared, in all material respects, in accordance with the GRI criteria. In a limited assurance engagement the assurance procedures are less in extent than for a reasonable assurance engagement and therefore a substantially lower level of assurance is obtained. The assurance procedures selected depend on the auditor's professional judgment.

Within the scope of our assurance engagement, which has been conducted between March and June 2020, we performed amongst others the following assurance and other procedures:

• Inquiries of employees concerning the sustainability strategy, sustainability principles and sustainability management of ProSiebenSat.1 Media SE,
• Inquiries of employees responsible for the preparation of the sections "Our Responsibility" and "GRI Report" in order to assess the sustainability reporting system, the data capture and compilation methods as well as internal controls to the extent relevant for the limited assurance engagement,
• Identification of likely risks of material misstatement in the sections "Our Responsibility" and "GRI Report",
• Inspection of the relevant documentation of the systems and processes for compiling, aggregating and validating sustainability data in the reporting period and testing such documentation on a sample of basis,
• Inquiries and inspection of documents on a sample basis relating to the collection and reporting of selected sustainability data,
• Analytical measures at group level and on the level of selected sites regarding the quality of the reported data,
• Critical review of the draft report to assess plausibility and consistency.

ASSURANCE CONCLUSION

Based on our assurance procedures performed and assurance evidence obtained, nothing has come to our attention that causes us to believe that the sections "Our Responsibility" and "GRI Report" of the Sustainability Report of ProSiebenSat.1 Media SE for the period from 1 January 2019 to 31 December 2019 has not been prepared, in all material respects, in accordance with the GRI criteria.

INTENDED USE OF THE ASSURANCE REPORT

We issue this report on the basis of the engagement agreed with ProSiebenSat.1 Media SE. The assurance engagement has been performed for the purposes of the Company and the report is solely intended to inform the Company as to the results of the assurance engagement and must not be used for purposes other than those intended. The report is not intended to provide third parties with support in making (financial) decisions.

ENGAGEMENT TERMS AND LIABILITY

The “General Engagement Terms for Wirtschaftsprüfer and Wirtschaftsprüfungsgesellschaften [German Public Auditors and Public Audit Firms]” dated 1 January 2017 are applicable to this engagement and also govern our relations with third parties in the context of this engagement (www.de.ey.com/general-engagement-terms). In addition, please refer to the liability provisions contained there in no. 9 and to the exclusion of liability towards third parties. We assume no responsibility, liability or other obligations towards third parties unless we have concluded a written agreement to the contrary with the respective third party or liability cannot effectively be precluded.

We make express reference to the fact that we do not update the assurance report to reflect events or circumstances arising after it was issued unless required to do so by law. It is the sole responsibility of anyone taking note of the result of our assurance engagement summarized in this assurance report to decide whether and in what way this result is useful or suitable for their purposes and to supplement, verify or update it by means of their own review procedures.

Munich, 23 June 2020

Ernst & Young GmbH
Wirtschaftsprüfungsgesellschaft