Limited Assurance Report of the Independent Auditor

Limited Assurance Report of the Independent Auditor regarding Sustainability Information¹

To the Management Board of ProSiebenSat.1 Media SE, Unterföhring

We have been engaged to perform an independent limited assurance engagement on the sustainability information in the Online-Report “Sustainability Report 2017” (further: “Report”), published under sustainability-report2017.prosiebensat1.com, including the explanatory notes, for the business year 2017, of ProSiebenSat.1 Media SE, Unterföhring (further: “ProSiebenSat.1”).

Management’s Responsibility

The legal representatives of ProSiebenSat.1 are responsible for the preparation of the Report in accordance with the Reporting Criteria. ProSiebenSat.1 applies the principles and standard disclosures of the Global Reporting Initiative, the Corporate Accounting and Reporting Standard (Scope 1 and 2) and the Corporate Value Chain (Scope 3) Standard of the Greenhouse Gas Protocol initiative by the World Resources Institute (WRI) and the World Business Council for Sustainable Development (WBCSD), supported by internal guidelines as presented in the explanatory notes, as Reporting Criteria (further: “Reporting Criteria).

This responsibility of the legal representatives includes the selection and application of appropriate methods to prepare the Report and the use of assumptions and estimates for individual qualitative and quantitative sustainability disclosures which are reasonable in the circumstances. Furthermore, this responsibility includes designing, implementing and maintaining systems and processes relevant for the preparation of the Report in a way that is free of – intended or unintended – material misstatements.

Independence and quality assurance on the part of the auditing firm

We are independent from the Company in accordance with the requirements of independence and quality assurance set out in legal provisions and professional pronouncements and have fulfilled our additional professional obligations in accordance with these requirements.

We are independent from the entity in accordance with the requirements of independence and quality assurance set out in legal provisions and professional pronouncements and have fulfilled our additional professional obligations in accordance with these requirements. Our audit firm applies the legal provisions and professional pronouncements for quality assurance, in particular the professional code for German Public Auditors and Chartered Accountants (in Germany) and the quality assurance standard of the German Institute of Public Auditors (Institut der Wirtschaftsprüfer, IDW) regarding quality assurance requirements in audit practice (IDW QS 1), both in accordance with the International Standard on Quality Control, published by International Auditing and Assurance Standards Board (IAASB).

Practitioner’s Responsibility

Our responsibility is to express a conclusion based on our work performed within a limited assurance engagement on the sustainability information.

We conducted our work in accordance with the International Standard on Assurance Engagements (ISAE) 3000 (Revised): “Assurance Engagements other than Audits or Reviews of Historical Financial Information” published by IAASB. This Standard requires that we plan and perform the assurance engagement to obtain limited assurance whether any matters have come to our attention that cause us to believe that above mentioned sustainability information for the period from 1 January 2017 to 31 December 2017, has not been prepared, in all material respects in accordance with the aforementioned Reporting Criteria. We do not, however, issue a separate conclusion for each sustainability disclosure. In a limited assurance engagement the evidence gathering procedures are more limited than in a reasonable assurance engagement and therefore less assurance is obtained than in a reasonable assurance engagement. The choice of audit procedures is subject to the auditor’s own judgement.

Within the scope of our engagement, we performed amongst others the following procedures:

• Takeover of the results of the Limited Assurance Engagement for the non-financial statement of ProSiebenSat.1 Media SE for the business year 2017
• Inquiries of personnel on group level who are responsible for the materiality analysis to get an understanding of the process for identifying material topics and respective reporting boundaries for ProSiebenSat.1 Media SE
• A risk assessment, including a media research, of relevant information about the sustainability performance of ProSiebenSat.1 Media SE in the reporting period
• Evaluation of the design and implementation of systems and processes for the collection, processing and monitoring of sustainability information, including data consolidation
• Inquiries of personnel on the group level who are responsible for providing the data, carrying out internal control procedures and consolidating the data.
• Analytical evaluation of data and trends of quantitative disclosures which are reported by all sites on the group level
• Assessment of local data collection and reporting processes and reliability of reported data via a sampling survey in Unterföhring
• Evaluation of selected internal and external documents
• Assessment of the overall presentation of the disclosures

Conclusion

Based on the procedures performed and the evidence received to obtain assurance, nothing has come to our attention that causes us to believe that the disclosures on sustainability information published in the Online-Report “Sustainability Report 2017” of ProSiebenSat.1 for the business year 2017 are not prepared, in all material respects, in accordance with the Reporting Criteria.

Recommendation

Without affecting the conclusion above, we recommend to further expand the scope for determining the CO₂-Footprint to the business models and investments within the digital segment.

Restriction of Use / Clause on General Engagement Terms

This report is issued for the purposes of the Management Board of ProSiebenSat.1 Media SE, Unterföhring, only. We assume no responsibility with regard to any third parties.

Our assignment for the Management Board of ProSiebenSat.1 Media SE, Unterföhring, and professional liability is governed by the General Engagement Terms for Wirtschaftsprüfer (German Public Auditors) and Wirtschaftsprüfungsgesellschaften (German Public Audit Firms) (Allgemeine Auftragsbedingungen für Wirtschaftsprüfer und Wirtschaftsprüfungsgesellschaften) in the version dated January 1, 2017 (https://www.kpmg.de/bescheinigungen/lib/aab_english.pdf). By reading and using the information contained in this report, each recipient confirms having taken note of provisions of the General Engagement Terms (including the limitation of our liability for negligence to EUR 4 million as stipulated in No. 9) and accepts the validity of the General Engagement Terms with respect to us.

Munich, 18th June 2018

KPMG AG
Wirtschaftsprüfungsgesellschaft