Independent Assurance Report¹ [G4-33]

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

We have been engaged to perform an independent limited assurance engagement on selected disclosures, including the explanatory notes, published in the “Sustainability Report 2016” (further: Report), published under www.sustainability-report2016.prosiebensat1.com for the business year 2016, of ProSiebenSat.1 Media SE (further: ProSiebenSat.1).

Selected disclosures included in the scope of our assurance engagement are marked in the GRI-Index, published online under http://www.prosiebensat1.com/en/sustainability/publications/gri-index, with the following symbol: „“

Management´s Responsibility for the Report

The legal representatives of ProSiebenSat.1 are responsible for the preparation of the Report in accordance with the Reporting Criteria. ProSiebenSat.1’s Report is orientated towards the principles and standard disclosures of the G4 Sustainability Reporting Guidelines 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.

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.

Confirmation of the auditor ensuring independence and quality

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.

KPMG AG Wirtschaftsprüfungsgesellschaft oberserves 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 draft quality assurance standard of the German Institute of Public Auditors (Institut der Wirtschaftsprüfer, IDW) regarding quality assurance requirements in audit practice (IDW EQS 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 and the evidences obtained on the qualitative and quantitative sustainability disclosures marked in the GRI G4 Content Index with the following symbol „“

Nature and extent of the assurance engagement

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” and the International Standard on Assurance Engagements (ISAE) 3410: “Assurance Engagements on Greenhouse Gas Statements” of the International Auditing and Assurance Standards Board (IAASB). These standards require that we comply with our professional duties and plan and perform the assurance engagement to obtain a limited level of assurance to preclude that the above mentioned qualitative and quantitative sustainability disclosures are not prepared, in all material respects, in accordance with the aforementioned Reporting Criteria. 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. This includes the assessment of the risk of material misstatement in the Report under consideration of the Reporting Criteria.

Within the scope of our engagement, we performed amongst others the following procedures when conducting the limited assurance:

• An evaluation of the design and implementation of the systems and processes for the collection, processing and control of selected disclosures included in the scope of this engagement, including the consolidation of the data.
• Visit to the headquarters in Unterföhring in order to evaluate the local data collection and reporting process as well as the reliability of data.
• Interviews with relevant staff at Group level responsible for providing the data, carrying out internal control procedures and consolidating the data.
• Evaluation of internal and external documentation to determine whether the selected indicators are supported by sufficient evidence.
• An evaluation of the overall presentation of the selected indicators, including the explanatory notes, in the Report.

Conclusion

Based on the procedures performed and evidences received, nothing has come to our attention that causes us to believe that the disclosures included in the scope of our assurance engagement for the business year 2016, published in the Report and marked with „” in the GRI-Index, published online under http://www.prosiebensat1.com/en/sustainability/publications/gri-index are, in all material respects not prepared in accordance with the Reporting Criteria.

Recommendations

Without affecting the conclusion above, we recommend to further increase the coverage of measured data within the Group.

Purpose of the assurance report

This assurance report is issued based on an assurance engagement agreed upon with ProSiebenSat.1. The assurance engagement to obtain limited assurance is issued on purpose of ProSiebenSat.1 and the assurance report is solely for information purposes of ProSiebenSat.1 on the results of the assurance engagement.

Limited liability

This assurance report must not be used as basis for (financial) decision-making by third parties of any kind. We have responsibility only towards ProSiebenSat.1. We do not assume any responsibility for third parties.

Frankfurt am Main, June 13, 2017
KPMG AG
Wirtschaftsprüfungsgesellschaft

¹ Translation of the independent assurance report, authoritative in German language.