Investment Opportunities in Constantin Medien AG

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1 Annual Report 21

2 SIMPLIFIED CORPORATE STRUCTURE As of December 31, 21 Major subsidiaries of Constantin Medien AG 1% 1% 1% 1% 47.3% Major subsidiaries of Highlight Communications AG 1% 1% 1% 1%

3 KEY FIGURES IN EURO MILLION Non-current assets Film assets Other intangible assets Balance sheet total Subscribed capital Equity Equity ratio (in percent) Non-current financial liabilities Current financial liabilities 12/31/ % /31/ % Sales Sports Film Sports- and Event-Marketing 1/1 to 12/31/ /1 to 12/31/ Earnings before interest, taxes, depreciation and amortization (EBITDA) Amortization, depreciation and impairment Profit from operations (EBIT) Earnings before taxes (EBT) Net loss/profit attributable to shareholders Cash flow from operating activities Cash flow for investing activities Cash flow for financing activities Outstanding shares in million Share price in Euro Market capitalization (based on outstanding shares) 12/31/ /31/ Average number of outstanding shares (basic) in million Earnings per share from continuing operations (basic) in Euro Earnings per share from continuing operations (diluted) in Euro 1/1 to 12/31/ /1 to 12/31/ Employees (at closing) 1,52 1,351

4 THE YEAR FEBRUARY 21 At a press conference on February 2, the new multimedia umbrella brand SPORT1 is presented for the sports channel DSF and the sports portal Sport1. MARCH 21 On March 24, the Group announces the renewal of the mandate between the Highlight Communications subsidiary TEAM and the UEFA for the marketing of the commercial rights for the UEFA Champions League, the UEFA Europa League and the UEFA Super Cup. At the same time, it is agreed that the UEFA will sell its 2 percent shareholding in Team Holding AG to Highlight Communications AG on June 3, 21, Highlight then holds 1 percent of the interests. APRIL 21 As part of the realignment of the Sports Segment, the new multimedia umbrella brand SPORT1 is launched on April 11 for all of the Group's TV, online and mobile activities. On April 22, Constantin Medien AG announces a buy-back offer for the 5.25% convertible bond 26/213. MAY 21 As part of the co-operation agreement between Constantin Medien AG and Deutsche Telekom AG, the opening match of the Ice Hockey World Championship between Germany and the USA on May 7 is broadcast exclusively in 3D and HD on LIGA total!. The editing and production technical responsibility for its implementation lies with SPORT1, PLAZAMEDIA and Constantin Sport Medien as the operator of LIGA total!. JUNE 21 At the Annual General Meeting on June 9, the shareholders of Constantin Medien AG agree to all agenda topics with approval ratings of more than 96 percent, respectively. On June 1, Highlight Communications AG announces changes in the management structure of TEAM Marketing. The responsibility for operational management is now executed by a Senior Management Group. AUGUST 21 In August, Constantin Sport Marketing GmbH starts its operations as the new centralized marketer of all the Sports Segment brands and for third-parties and their platforms. SEPTEMBER 21 In line with its multimedia strategy, the Group announces the launch of the new pay-tv channel SPORT1+ in SD and HD being broadcast via the platforms of Kabel Deutschland, Kabel BW and Unitymedia as well as via Entertain, the TV-platform from Deutsche Telekom. On September 6, Highlight Communications AG announces the premature renewal of the successful co-operation between its subsidiary TEAM and the Vienna Philharmonic Orchestra lasting until 217. On September 16, following Step Up 3D, Resident Evil: Afterlife, Constantin Film AG's second S3D production, is released to German movie theaters. The fourth episode of the Resident Evil series immediately claims, the top spot of the box office charts. OCTOBER 21 On October 5, Constantin Medien AG's Management Board resolves to issue a corporate bond with a volume of 3 million Euro. The bond has a term of five years, accruing interest at 9. percent p.a. Animals United Constantin Film AG's third 3D production hits German movie theaters on October 7. NOVEMBER 21 As part of opening up additional digital distribution channels, on November 1, with SPORT1 HD, the programming of the free-tv channel SPORT1 started in the High Definition standard on the platform HD+ of the satellite operator SES ASTRA. During the course of the year, the cable network operators Unitymedia, Tele Columbus and Kabel BW are added as distribution platforms. SPORT1 HD already started in September on Entertain. SPORT1 expands its ice hockey commitment, becoming the official partner of the German Ice Hockey Federation (DEB). The co-operation includes the exclusive broadcasting rights of the German Cup up through 213 and the exclusive exploitation rights to all matches of the German national team for the next three years. In addition, SPORT1 acquires the exclusive live rights to the IIHF Ice Hockey World Championship from Infront Sports & Media up through 217. DECEMBER 21 On December 17, SPORT1 announces the acquisition of extensive sublicensing rights to the 211 Formula One season from RTL. Following the releases of Step up 3D, Resident Evil: Afterlife 3D and Animals United (3D), Constantin Film's fourth distributed theatrical film vincent will meer, hits the million mark 21.

5 THE COMPANY

6 THE COMPANY CONTENT CONTENT THE COMPANY COMBINED GROUP MANAGEMENT AND MANAGEMENT REPORT 4 Foreword by the Chairman of the Management Board 6 Boards 7 Report of the Supervisory Board 1 Declaration of Corporate Governance pursuant to 289a HGB 14 Constantin Medien AG Share 2 1. Business and general conditions Result of operations, financial and net assets positions of Constantin Medien Group Result of operations, financial and net assets positions of Constantin Medien AG Employees Addendum report Disclosures in accordance with 289 para. 4 and 315 para. 4 of German Commercial Code (HGB) Material transactions with related companies and related persons in the reporting period Risk report Opportunities report Outlook Forward-looking statements This Annual Report contains statements relating to future events that are based on management s assessments of future developments. A series of factors beyond the control of the company, such as changes in the general economic and business environment and the incidence of individual risks or occurrence of uncertain events, can result in the actual results differing substantially from those forecast. Constantin Medien AG does not intend to continually update the forward-looking statements contained in the Annual Report. Important notice This document is a free translation into English of the original German text. It is not a binding document. In the event of a conflict in interpretation, reference should be made to the German version, which is the authentic text. 2

7 CONSOLIDATED FINANCIAL STATEMENTS INDIVIDUAL FINANCIAL STATEMENTS 72 Consolidated balance sheet 74 Consolidated profit and loss account 75 Consolidated statement of comprehensive income/loss 76 Consolidated cash flow statements 78 Changes in consolidated equity 8 Notes to the consolidated financial statements 8 1. General information 8 2. Accounting policies Scope of consolidation Accounting and valuation principles Notes to selected line items in the consolidated balance sheet Notes to selected line items in the consolidated profit and loss account Disclosures regarding financial risk management Segment reporting Accounting estimates and assumptions Financial commitments, contingent liabilities and other financial commitments Relationships with related companies and persons Subsequent events after the balance sheet date Other information and disclosures 148 AG-Balance sheet (HGB) 15 AG-Profit and loss account (HGB) THE COMPANY 151 Finance Calendar Imprint 146 Responsibility statement 147 Auditor s report 3

8 THE COMPANY FOREWORD BY THE CHAIRMAN OF THE MANAGEMENT BOARD FOREWORD BY THE CHAIRMAN OF THE MANAGEMENT BOARD Dear Shareholders, The Constantin Medien Group looks back on a challenging financial year 21 in which we slightly exceeded our expectations in business performance. Group sales reached 47.3 million Euro, somewhat above the target range of 44 million Euro to 46 million Euro and down on the previous year, in line with expectations. With earnings attributable to shareholders of million Euro, we slightly improved against the forecasted target corridor of -12 million Euro to -14 million Euro. As in the preceding years, the earnings were also substantially impacted by amortization charges related to the purchase price allocation for our shareholding in Highlight Communications AG. We have thus reached the goals for 21 that we had announced to the capital market early on. Demonstrating this reliability is important, because it is the basis for the trust in our Company. The three operating segments of Constantin Medien AG have developed differently in the past year: Despite the unchanged fierce competition in the TV advertising market, the Sports Segment succeeded in improving earnings by 14.5 million Euro, thereby closing with a nearly balanced result. The basis for this encouraging development was the extensive restructuring measures undertaken in our sports business that we had already initiated back in mid-29 and which we successfully completed during the third quarter 21. The focal point was implementing the multimedia umbrella brand SPORT1 for all TV, online and mobile activities and linked with the contextual and organizational integration of the various platforms. This also included the integration of all marketing activities in sports through the new marketing company, Constantin Sport Marketing GmbH, which was launched in the third quarter 21. We not only optimized structures and processes and reduced costs, but we also further developed the Sports Segment in terms of strategy and program contents. The free-tv station SPORT1 significantly invested in new rights and formats, thus, above all, enormously expanding its live broadcasting. As part of the strategic realignment of the Segment, we set our targets on opening up new digital distribution channels for our extensive sports programming: The distribution of SPORT1's TV programming in the HD standard, as well as the successful launch of our new pay-tv channel SPORT1+ in HD and SD on October 1, 21, represent important first steps in this direction, that we want to pursue. The Film Segment delivered a weaker business performance in 21 versus the prior year, but was in line with our expectations. The reasons for this mainly included a lower production volume for TV service productions due to the lasting restrictive expenditure policies of TV stations and lower revenues from theatrical distribution and license trading. Following the outstanding year in 29 for box office hits, the number of moviegoers in Germany fell by approximately 14 percent in 21. Despite this, Constantin Film AG secured its position as a leading independent German producer and distributor of theatrical, DVD and television films. Every second film ranking among the Top 1 most popular German films of 21 was produced and released by Constantin Film. The most successful Constantin Film title of the year was the 3D animation Animals United, which fascinated more than 1.4 million viewers from early October until the year end. But also the other 3Dtitles which started in the second half of 21, Step Up 3D and Resident Evil: Afterlife, fulfilled our expectations. We anticipate attractive perspectives for the international film industry through the establishment and advancement of 3D technology. Constantin Film AG is set to help shape this trend in the coming years. The Sports- and Event-Marketing Segment registered a successful year in 21 in both operative and strategic terms. Sales rose accompanied by improved earnings through higher revenues from the successful marketing of the UEFA Champions League and the UEFA Europa League. Once again, the Highlight Communications subsidiary TEAM proved its competence and performance strength through the distribution of the top-class competitions in European club soccer. We were more than pleased that the European soccer association UEFA renewed the proven co-operation with TEAM for the seasons running through 214/215 and even until 218, 4

9 subject to achieving certain performance targets. In the past year, TEAM furthermore succeeded in signing a new agency agreement with the Vienna Philharmonic Orchestra until 217, thus carrying forward this successful partnership. I would also like to express my sincere appreciation to you our valued shareholders as well as to all our customers, business partners and employees for your trust and support. Dear Shareholders, In principle, we are in a positive mood regarding the Constantin Medien Group's operational business performance in the current year. The overall economic environment is encouraging, although economic risk factors such as the European debt crisis cannot be ignored. In the Sports Segment we will proceed with the digitization and diversification of distribution channels for our content platforms and open up new revenue sources. Whether and to what extent SPORT1, as a special-interest channel, will benefit from the advertising industry s renewed increased willingness to spend will be of great importance. In the film business, we want to keep focusing on complex 3D productions, films with event character, family entertainment productions and bestseller adaptations by applying the principle of class not mass. In the area of TV service productions, it will remain to be seen whether improved economic conditions will lead to a revival in demand from channels. We anticipate an unchanged successful business performance in the Sports- and Event- Marketing Segment on the basis of the long-term contracts. With best regards Bernhard Burgener Chairman of the Management Board Looking ahead at 211: All in all, we are confident that the Constantin Medien Group will take another step forward with its long-term goal of generating stable positive earnings in 211. Taking into consideration the costs of Group financing and the holding, we nevertheless anticipate negative Group earnings attributable to the shareholders for the current year, but at a significantly reduced level. The Management Board is predicting Group sales of 47 million Euro to 49 million Euro for 211, with Group earnings attributable to shareholders of -6 million Euro to -7 million Euro. I am certain that Constantin Medien AG will also prove to be reliable in this estimation. 5

10 THE COMPANY BOARDS BOARDS Management Board Supervisory Board As of December 31, 21, the Management Board of Constantin Medien AG was structured as follows: As of December 31, 21, the Supervisory Board of Constantin Medien AG was composed as follows*: Bernhard Burgener, Chairman of the Management Board/CEO Bernhard Burgener has been CEO of Constantin Medien AG since September 1, 28. He is responsible for the strategic development of the entire group, the support of major stockholders, M&A activities and Communications as well as company and stock law and Compliance. Since July 1, 29, Bernhard Burgener has also been responsible for the entire operations of the Sports Segment. In addition, he is responsible for the affiliated company, Highlight Communications AG, where he is CEO of the Board of Directors; for the Film Segment comprising the Highlight Communications subsidiary, Constantin Film AG, where he holds the position of CEO since January 1, 29; and for the Sportsand Event-Marketing Segment, which comprises the Highlight Communications shareholding TEAM, where Mr Burgener is the President (Chairman) of the Board of Directors. Fred Kogel, Chairman of the Supervisory Board Werner E. Klatten, Deputy Chairman of the Supervisory Board Dr Erwin Conradi, Member of the Supervisory Board Dr Dieter Hahn, Member of the Supervisory Board Dr Bernd Kuhn, Member of the Supervisory Board Jan P. Weidner, Member of the Supervisory Board *For further information regarding the Supervisory Board positions during the year please refer to page 7 of the Report of the Supervisory Board, to page 27 the Combined Group Management and Management Report and Note 13 of the Notes to the Consolidated Financial Statements (page 143) Antonio Arrigoni, Chief Financial Officer/CFO Antonio Arrigoni has been a Member of the Management Board of Constantin Medien AG since April 1, 28. He is responsible for the areas of Finance, Investor Relations, Accounting, Controlling, Human Resources and Administration, Legal as well as IT and Process Management. Mr Arrigoni is also a Member of the Board of Directors of Highlight Communications AG. 6

11 REPORT OF THE SUPERVISORY BOARD THE COMPANY REPORT OF THE SUPERVISORY BOARD Fred Kogel, Chairman of the Supervisory Board In the financial year 21, the Supervisory Board of Constantin Medien AG met its obligations in accordance with the law and the Company's Articles of Association, duly advising the Management Board of the Company, as well as monitoring its activities. On the basis of oral and written reports, the Supervisory Board followed in detail the business development of the AG and of the Group, as well as all significant business issues. The Supervisory Board of Constantin Medien AG consists of six Members, which are elected by the Shareholders' Meeting in accordance with 5 Number 1 of the Articles of Association. The following changes occurred within the Company's Supervisory Board during the year under review: With effect as of the end of the Annual General Meeting of Constantin Medien AG on June 9, 21, the terms officially ended for the Supervisory Board Members, Dr Erwin Conradi and Mr Martin Wagner, who had been elected to the Board by resolution of the Annual General Meeting from June 27, 27. By letter dated July 19, 21, the Management Board, with the approval of the Supervisory Board and pursuant to 14 (2) clause 2 AktG, requested a judicial order for Dr Conradi and furthermore the attorney Dr Bernd Kuhn with the respective registry court, because Mr Martin Wagner was no longer available for this office. On the basis of a resolution dated August 6, 21, the registry court appointed Dr Conradi and Dr Kuhn as Supervisory Board Members of the Company in conformity with the judicial order. The Supervisory Board currently comprises of the following three committees: The Personnel and Nominations Committee, which convened once in 21, is responsible inter alia for the preparation and negotiations of employment contracts with Management Board Members and preparing of nominations for the election of Supervisory Board Members at the Annual General Meeting. It consists of three members: Dr Dieter Hahn and Mr Fred Kogel, whereby Mr Kogel is the Chairman and Dr Hahn the Deputy Chairman. Furthermore, Dr Erwin Conradi belongs to the Personnel and Nominations Committee. The three-member Audit Committee primarily deals with issues concerning the accounting, the effectiveness of the internal control system, the risk management system, compliance and the commissioning of the audit to the independent auditors. The Audit Committee met on four occasions in 21. The Audit Committee is chaired by Mr Jan P. Weidner, who took over this position from Mr Werner E. Klatten on May 21, 21, who has since then been a Member of the Supervisory Board. The Deputy Chairman is Dr Dieter Hahn. The Legal and Compliance Committee deals with monitoring and advising the Management Board in complying with statutory laws and internal corporate guidelines. The committee was constituted during the year under review and convened a total of four times. The size of the committee was enlarged from two to three members after the first two meetings. Following Mr Martin Wagner's resignation from the Supervisory Board, the Chairman of this committee is now Dr Bernd Kuhn. Other members in this committee include Mr Fred Kogel (Deputy Chairman) and Mr Werner E. Klatten. The Company's Supervisory Board convened at five ordinary meetings during the reporting year. All Members of the Supervisory Board participated in four of the ordinary meetings; two Members were absent with excuse at one meeting. As in the previous years and as is common practice, both Members of the Management Board also participated in all meetings in order to report to the Supervisory Board and to answer its questions. And also as in the past years, the Supervisory Board called on the advice of authorized experts, in particular auditors. There was also regular contact between the Management Board and the Members of the Supervisory Board in between meetings, keeping them informed about the business situation of Constantin Medien AG and the Constantin Medien Group at all times. This especially applies to the Chairmen of the Management and Supervisory Boards. As it is standard practice, the Supervisory Board also made resolutions by way of circulation between the meetings on the basis of detailed documentary information. During 21, the Supervisory Board focused primarily on the following matters: 7

12 THE COMPANY REPORT OF THE SUPERVISORY BOARD Business situation and performance At its meetings, the Supervisory Board extensively dealt with the current status of Constantin Medien AG and the Group. To this end, the Management Board presented the current business performance, liquidity position, key business transactions and changes in the risk situation of the three Segments Sports, Film as well as Sports- and Event-Marketing and thoroughly discussed these with the Supervisory Board. The economic performance of Constantin Medien AG was also a regular topic of the consultations. In particular, the focal point in the reporting year was on the restructuring of the Sports Segment that began back in 29 and accompanied by the creation of the umbrella brand SPORT1 as well as on the strategic and economic mid-term planning regarding the activities in this area. This dealt with the ongoing analysis of the economic and legal framework conditions in the sports advertising and sports production market and the strategic opportunities and risks arising therefrom for the sports companies SPORT1 and PLAZAMEDIA. Group financing Particular attention was given by the Supervisory Board in its consultations during the year to the financial needs and financing strategies of Constantin Medien AG and of the Constantin Medien Group. The focus was on the further repurchasing of the convertible bond 26/213 by means of a tender offer, through which 847,285 bond units were repurchased by the Company at a price of 5.65 Euro. In addition, the Supervisory Board discussed and examined various alternatives regarding the long-term corporate financing. On October 5, 21, the Supervisory Board approved the issuance of a corporate bond with a volume of 3 million Euro and a maturity of five years. Investments and divestments In the year under review, the Supervisory Board approved various important investments and divestments of the Group. This included, among others, the launch of the new pay-tv channel SPORT1+ in SD and HD quality as well as the broadcasting of SPORT1's programming in HD quality. The disposal of Constantin Medien AG's minority shareholding in WIGE Media AG was part of the divestments in the past year. Furthermore, the Supervisory Board was presented with the long-term contract for the renewal of Highlight Communications subsidiary TEAM's mandate with the UEFA to market the UEFA Champions League, the UEFA Europa League and the UEFA Super Cup. The Supervisory Board was also presented with the acquisition of UEFA's remaining 2 percent shareholding in Team Holding AG as at June 3, 21. Restructuring of the Sports Segment By way of several changes under company law, the restructuring of the Sports Segment was completed during the financial year 21. In this connection, the Supervisory Board approved the merging of Sport1 Online GmbH to Sport1 GmbH and the resulting spin-off of Sport1 GmbH's marketing activities to AdImpulse Media GmbH, which was renamed to Constantin Sport Marketing GmbH and acts as a centralized marketing unit for the entire Sports Segment. Appointment and remuneration of the Supervisory Board The Supervisory Board, in close collaboration with the Personnel and Nominations Committee, dealt in detail with the renegotiation of the Management Board contracts of Mr Bernhard Burgener and Mr Antonio Arrigoni. As part of the renegotiation, it was ensured that the Management Board remuneration takes into account all legal requirements of the Executive Compensation Law, particularly the contractual structure of the variable remuneration components. The Supervisory Board unanimously appointed Mr Bernhard Burgener as Chairman of the Management Board for a term until August 31, 213 and accordingly amended his executive contract. The resolution for appointing Mr Antonio Arrigoni as a Management Board Member was also unanimously approved for a term until June 3, 214 and his executive contract was accordingly amended. Statements concerning disclosures contained within the Management Report and the Group Management Report of the Company in accordance with 315 para. 4 HGB Constantin Medien AG disclosed information in the Group Management Report for the 21 financial year in accordance with 315 para. 4 HGB. The disclosures meet the requirements prescribed in the 24/25 EG guideline issued by the European Parliament and the Council of the European Union as of April 21, 24 in respect of tender offers. The obligation to issue this information falls on companies whose voting shares are listed on an organized market in accordance with 2 para. 7 of the Securities Acquisition and Takeover Act (WpÜG). 8

13 This is irrespective of whether a takeover offer has been made or is expected to be made. The information serves to enable potential bidders to make a comprehensive assessment of the Company and of potential takeover obstacles. The Supervisory Board has examined the relevant information contained within the Combined Group Management Report and Management Report. Specific details in respect of this matter can be found in the Combined Group Management Report and Management Report (section 6). Audit and adoption of the annual financial statements The financial statements of Constantin Medien AG, the consolidated financial statements and the Combined Group Management Report and Management Report of Constantin Medien AG as of December 31, 21 have been examined by the assigned auditor, PricewaterhouseCoopers AG Wirtschaftsprüfungsgesellschaft, and have been issued with an unqualified Auditor's Certificate. The financial statements, consolidated financial statements and the Combined Group Management Report and Management Report were submitted in a timely manner to all Members of the Supervisory Board along with the audit reports, enabling a detailed examination of the documents. The Constantin Medien Group completed the restructuring of the Sports Segment in 21 and has thus setting the course for achieving positive performance in this area even under persistently challenging market conditions. In 211 as well, the further development of the Sports Segment, in particular of SPORT1, will be a focal point of the Management and Supervisory Boards efforts. The Supervisory Board still considers the Group to be well-positioned in the Film Segment. With the signing of a new long-term marketing contract with the UEFA, the Sports- and Event-Marketing Segment has established a solid foundation to continue its successful business development with a long-term perspective. Regardless of all the challenges facing our markets, these developments provide confidence for the future of the Constantin Medien Group. The Supervisory Board would like to express its sincere gratitude to the Management Board and to all employees of the Group for their work accomplished. Their expertise, creativity and dedication form the basis of our success. March 211 Supervisory Board of Constantin Medien AG In its meeting for purpose of adopting the financial statements, held on March 22, 211, the auditors reported on the key findings of their audit to the Supervisory Board. The Supervisory Board examined in detail the financial statements of Constantin Medien AG and the consolidated financial statements as well as the Combined Group Management Report and Management Report and duly noted their approval of the findings of the auditors. Following the completion of its examination, the Supervisory Board raised no objections to the financial statements and the consolidated financial statements. The Supervisory Board approved the financial statements and the consolidated financial statements of the Company in the form presented by the Management Board. The set of the annual financial statement is thereby adopted. Fred Kogel Chairman 9

14 THE COMPANY DECLARATION OF CORPORATE GOVERNANCE PURSUANT TO 289a HGB DECLARATION OF CORPORATE GOVERNANCE PURSUANT TO 289a HGB Declaration of compliance with the German Corporate Governance Code The Management and Supervisory Boards provide their report on the corporate governance of Constantin Medien AG pursuant to section 3.1 of the German Corporate Governance Code. version of Section of the Code has not been met at the time this declaration was submitted, since the special importance attached to this topic requires appropriate handling by the Supervisory Board, which was not yet possible due to the extent required and is planned to be addressed in the financial year 211. The Management and Supervisory Boards of Constantin Medien AG hereby confirm that the recommendations of the German Corporate Governance Code in the version dated June 18, 29 have been duly observed, with the exceptions stated in the Declaration of Conformity dated December 29, and that the recommendations of the Code in the version dated May 26, 21 have been duly observed, with the following exceptions: A fixed age limit for Members of the Management Board has not been specified (Section of the Code). Given the age of the two Management Board Members of the Company, the specification of a fixed age limit does not appear to be necessary at the present. In addition, the Company deems that a fixed age limit to be a very rigid instrument that unnecessarily restricts the flexibility of the Supervisory Board in appointing Members to the Management Board; the Supervisory Board will in any case take into account the age of the Management Board Members in their new or reappointed terms. The specification of concrete objectives regarding the composition of the Supervisory Board, that consider the specifics of the company, while taking into account the international activities of the company, potential conflicts of interest, a fixed age limit to be specified for Members of the Supervisory Board and diversity as well as stipulating an appropriate degree of female representation are presently being examined (Section of the Code). According to the new version of Section of the Code, the Supervisory Board should specify concrete objectives for its composition that, while considering the specifics of the company, take into account the international activities of the company, potential conflicts of interest, a fixed age limit to be specified for the Members of the Supervisory Board and diversity and should stipulate an appropriate degree of female representation. The recommendation introduced with the new The time limit for the submission of quarterly reports (interim financial reports) has not yet been reduced to 45 days following the end of the reporting period (section of the Code). It is planned to comply with this recommendation of the German Corporate Governance Code (submission of interim reports within 45 days) as early as is feasible. In respect of the accounting complexity of our Company and its shareholdings, this time limit should first be implemented when the optimization of internal processes can be assured so that the required sustainability and reliability can take place. The most recent version of the Declaration of Conformity with the German Corporate Governance Code, as well as previous versions, can be found on the homepage Information regarding corporate governance practices Principles The Management and Supervisory Boards work together in good faith for the benefit of the Company and are committed to the principle of sustainable growth in company value. It is the aim of Constantin Medien AG to consistently justify the trust of its shareholders, customers and employees and to fulfill their corporate responsibilities. Here the principles of responsible and good corporate governance determine the actions of management and controlling bodies of the Company. Integrity in dealing with, as well as credibility, reliability and dependability to its employees, business partners and customers, shareholders, investors and the public, form the basic principles of conduct. The Constantin Medien Group is committed to regular, transparent and timely communication. In its Annual, Half-year and 1

15 Quarterly Reports, Constantin Medien AG regularly issues information concerning the development of its business. In addition, information is published by means of press releases and ad hoc notifications. All reports, notices and presentations as well as comprehensive information about Constantin Medien AG are made available by the Company on its homepage Shareholders and Annual General Meeting The shareholders of Constantin Medien AG are entitled to exercise their rights at the Annual General Meeting, where they may cast their votes. Each shareholder is entitled to participate in the Annual General Meeting, to pass comments on individual agenda items, to ask questions and to propose motions. Constantin Medien AG simplifies the process by which shareholders may exercise their voting rights through the appointment of a shareholder-committed voting representative. Accounting and year-end audit Constantin Medien AG prepares its consolidated financial statements and consolidated interim financial statements in conformity with the International Financial Reporting Standards (IFRS), as adopted by the European Union. The individual financial statements of Constantin Medien AG are prepared according to the German Commercial Code (HGB). The preparation of the consolidated and separate financial statements is the responsibility of the Management Board. Following the preparation of the consolidated and separate financial statements, they are then audited by the independent auditors appointed by the Annual General Meeting and approved and adopted, respectively, by the Supervisory Board. It was agreed with the auditor that he reports without delay to the Chairman of the Supervisory Board and the Chairman of the Audit Committee about any reasons of exclusion or conflicts of interests as well as any material findings and events discovered during their audit procedures. AG are autonomously managed by the Board of Directors and the Management Board, respectively. Authoritative control indicators comprise of financial performance indicators (such as sales and earnings ratios) and non-financial performance indicators (based on the respective business models of the individual segments). Detailed information about the controlling system and performance indicators can be found in the Combined Group Management and Management Report under section 1.6 Controlling system and performance indicators on page 25. The internal control system of the Constantin Medien Group encompasses all principles, procedures and measures undertaken to assure the effectiveness, profitability and appropriateness of the internal and external accounting system and contributes to compliance with authoritative legislation. A detailed description of the elements of the internal control system in place within the Group, which also incorporates the risk management system throughout the Group, can be found in the Combined Group Management and Management Report under section 8 Risk Report on page 54. Collaboration between the Management and Supervisory Boards As a German public limited company, the Group parent company Constantin Medien AG has a dual management and control system ( Two-Tier System ), i.e. the Management and Supervisory Boards are separate bodies with strictly separate Members and duties. Since July 1, 29, the Management Board of Constantin Medien AG has consisted of two Members, Mr Bernhard Burgener (CEO) and Mr Antonio Arrigoni (CFO). The Management Board is responsible for directing Constantin Medien AG and for representing the Company in third party dealings. The principle tasks of the Management Board include the determination of corporate strategy, Group management and the monitoring of risk management. Controlling system and control indicators The Management Board of Constantin Medien AG is responsible for the strategic course and the control of the Group. The operational responsibility of the subsidiaries of the Sports Segment underlies the particular managing director of each subsidiary. Highlight Communications AG and Constantin Film The Management Board works closely with the Supervisory Board. It informs the Supervisory Board on a regular, timely and comprehensive basis of all Company and Group relevant issues associated with planning, business performance, risk status and risk management. The Management Board agrees with the Supervisory Board on the corporate strategy and discusses 11

16 THE COMPANY DECLARATION OF CORPORATE GOVERNANCE PURSUANT TO 289a HGB its strategic implementation on a regular basis. Documents requiring decisions, in particular the Constantin Medien AG separate financial statements, consolidated financial statements and the audit report are forwarded to the Members of the Supervisory Board in advance of the particular meeting. The internal bylaws governing the Management Board incorporate veto rights on the part of the Supervisory Board for business transactions of fundamental and major significance. The Supervisory Board of Constantin Medien AG consists of six members. The Supervisory Board advises and monitors the Management Board in its management of the Company. In addition, its responsibilities also include the appointment of Management Board Members. The Supervisory Board has created a Personnel and Nominations Committee, an Audit Committee and a Legal and Compliance Committee. The Personnel and Nominations Committee is responsible in particular for preparing and negotiating contracts with Management Board Members and for nominations for the election of the Supervisory Board Members by the Annual General Meeting. It also works out proposals for Management Board remuneration to the Supervisory Board plenum. The Audit Committee assists the Supervisory Board in its oversight role, in particular in the areas of accounting, internal control system, risk management, the selection and monitoring of the auditors, and compliance. The Chairman of the Audit Committee, Mr Jan P. Weidner, is an independent financial expert and has special knowledge and experience from his professional practice regarding the application of accounting principles and internal control procedures. The Legal and Compliance Committee is responsible for the oversight and advising of the Management Board in observing statutory requirements and the internal corporate guidelines. The Supervisory Board convened at a total of five plenary meetings during 21. The Audit Committee met on four occasions, the Personnel and Nominations Committee on one and the Legal and Compliance Committee met four times. The Chairman of the Supervisory Board explains the activities of the Supervisory Board and its committees in its report presented each year to the shareholders in the respective Annual Report of the Company. Management Board contractual terms Mr Bernhard Burgener has been a Member of the Management Board of Constantin Medien AG since September 1, 28, and has since then acted as Chairman of the Management Board. He had a contract term until August 31, 211. On November 17, 21, Mr Burgener was appointed as the Chairman of the Management Board for a term extending beyond August 31, 211 until August 31, 213. His contract was accordingly amended. Effective April 1, 28, Mr Antonio Arrigoni assumed the position of Chief Financial Officer of Constantin Medien AG. His contract term ran until March 31, 211. On August 18, 21, Mr Arrigoni was appointed as a Management Board Member for a term extending beyond March 31, 211 until June 3, 214. His contract was accordingly amended. The new Management Board contracts particularly take into account the regulations set forth in the law for appropriate Executive Compensation (VorstAG), which came into force on August 5, 29. Report on Management Board Remuneration In compliance with the German Corporate Governance Code, the monetary remuneration components for each Management Board Member consist of both fixed and variable components. The variable remuneration components are in part specified by the Supervisory Board at its dutiful discretion and in part on a multi-year assessment base, which, among others, is oriented on the development of the share price and the earnings of the Group. The variable remuneration components are contractually limited. The contracts of the Management Board Members also contain a so-called severance payment cap in the event that the contract is prematurely terminated without cause. The Management Board Members are reimbursed for all out-ofpocket expenses and other costs incurred in performing tasks for the Company as well as a company vehicle made available to them for business and personal use. Moreover, the Company has concluded a Directors' & Officers (D&O) liability insurance policy, which contains a corresponding self-deductible amount in accordance with legal requirements, and an accident/invalidity insurance policy. 12

17 There are no payment guarantees to Members of the Management Board of Constantin Medien AG in the event of a change in control relating to Constantin Medien AG. Report on Supervisory Board Remuneration The remuneration of the Supervisory Board Members is regulated by section 12 of Constantin Medien AG s Articles of Association. In addition to reimbursement of expenditures incurred, Members of the Supervisory Board also receive fixed and variable annual remuneration. The fixed remuneration amounts to 2, Euro for Members of the Supervisory Board, 3, Euro for the Deputy Chairman of the Supervisory Board and 6, Euro for the Chairman of the Supervisory Board. The fixed remuneration also takes into consideration membership (5, Euro) and chairing (1, Euro) of Supervisory Board Committees. The variable remuneration is based partly on the short-term and partly on the long-term success of the Company. Remuneration is paid on a pro rata basis for resignation or entry into the Supervisory Board during the year. Further information on the Management and Supervisory Boards can be found within the Note Boards (page 6), within the Combined Group Management and Management Report (pages 21, 27) and within Note 13 Other Information and Disclosures of the Notes to the Consolidated Financial Statements (page 143). 13

18 THE COMPANY CONSTANTIN MEDIEN AG SHARE CONSTANTIN MEDIEN AG SHARE Performance of the capital markets Following a brief consolidation phase early in 21, the general upward trend continued on the German stock market and the international capital markets, driven by positive economic signals and supported by ongoing historically low interest rates. This movement culminated in the second quarter 21 into a volatile lateral shift in conjunction with concerns emerging regarding the financial system's stability and the indebtedness of some countries. Due to brighter economic indicators, which were backed by positive company figures as well as from higher risk willingness by capital market participants, the third quarter 21 closed with a volatile upward trend that accelerated towards the end of the year. Nonetheless, risk factors remain with respect to the stability of the financial system and the quality of the economic recovery, which was partially manifested in the very volatile movements on the capital market. The positive performance delivered during the period under review resulted in a listing by many leading indices at year-end at a level well above the share prices posted at the beginning of the year. Therefore, the German leading index DAX gained 16 percent in the calendar year 21, closing at 6,914 points on December 31. The German small cap and media stocks performed, in part, significantly better, although these values were comparatively more affected by the previous stock drops than the blue chip stocks. The small cap index SDAX, which also lists the Constantin Medien shares, gained almost 46 percent, closing at 5,174 points. The German media index (DAXsector Media) closed at 144 points, improving by roughly 62 percent compared to the beginning of the year. Constantin Medien share performance In the financial year 21, the Constantin Medien share's performance was marked on the whole by a volatile downward movement, thus moving against the general market trend. At the beginning of the year, the share price initially moved downwards in line with the overall market, which was then partially offset by a share price increase in mid-february. In contrast to the general market trend, the share price followed a volatile downward movement in the second quarter 21. In line with the development of the capital market, the slight upward movement in the third quarter 21 accelerated towards the end of the year, but was compensated in part due to the falling share price starting in mid-december. The Constantin Medien share closed at 1.75 Euro at the end of the year. As of December 31, 21, the 52-week high stood at 2.7 Euro (January 11, 21), with the 52-week low coming in at 1.5 Euro (June 8, 21). Consequently, at percent the Constantin Medien share price substantially underperformed the comparative German small cap index SDAX (+45.8 percent) and the German media index DAXsector Media (+62.2 percent). In addition to publishing the business figures for the 21 business year, the Company also announced information concerning the restructuring and realignment of the Sports Segment by means of combining the TV, online and mobile activities of this segment under the umbrella brand SPORT1 and the implementation of the multimedia strategy through additional programming transmission via pay and HD channels, respectively. In the Sports- and Event-Marketing Segment, the subsidiary TEAM succeeded in renewing the marketing contracts with the UEFA and the Vienna Philharmonic Orchestra. Furthermore, the subsidiary Highlight Communications AG acquired 2 percent in the shares of Team Holding AG from the UEFA; thereby increasing its shareholding to 1 percent. In addition to the public tender offer to repurchase the 5.25% Convertible Bond 26/213, the successful placement of a corporate bond was announced. In the remaining course after the balance sheet date, the Constantin Medien AG's share price followed an upward movement. The share price closed at 1.98 Euro on February 15, 211. In 21, approximately 2.3 million Constantin Medien shares were traded on the German stock exchanges (a daily average of.8 million units). Subsequently, the trading volume considerably decreased by 28.3 percent compared to the prior year's period. Due to lower trading volumes versus the same period last year, the stock turn rate for shares outstanding over a twelve-month period decreased to.28 (prior year:.37). The position of the Constantin Medien share in German stock exchange rankings of all MDAX and SDAX listings stood at ranking number 15 as of December 31, 21 (prior year: 86) in respect of trading volume over the last twelve months. The share ranked 16th for the so-called free float market capitalization (prior year: 81). 14

19 XETRA CLOSING PRICES OF THE CONSTANTIN MEDIEN SHARE COMPARED TO SDAX AND DAXSECTOR MEDIA INDICES Comparative indices indexed to Constantin Medien's closing price as of December 31, Constantin Medien AG SDAX DAXsector Media /31/9 3/31/1 6/3/1 9/3/1 12/31/1 Share capital and shareholder structure Constantin Medien AG's share capital did not change during 21, amounting to around 85.1 million Euro as of December 31, 21. As a consequence of the full consolidation of its subsidiary Highlight Communications AG, their shares in Constantin Medien AG qualify as treasury shares; insofar the Company held a total of 7.4 million non-voting treasury shares (8.7 percent of share capital) via Highlight Communications AG as of December 31, 21. After deduction of treasury shares, there were approximately 77.7 million shares outstanding as of the balance sheet date. On July 26, 21, Mr Burgener informed the Company via a Directors Dealings notification that he increased his shareholding to 5.9 percent of share capital. The free float of the Constantin Medien share stood at 57. percent of share capital as of December 31, 21. SHAREHOLDER STRUCTURE AS AT DECEMBER 31, 21 Subscribed capital 85.1 million shares TREASURY SHARES 1 57.% 8.7% 3.% 5.9% 18.7% 6.7% KF 15 2 DR ERWIN CONRADI BERNHARD BURGENER FREE FLOAT DR DIETER HAHN 1 Predominantly held via the Highlight Communications AG 2 Call option for further 8.% of share capital until March 31,

20 THE COMPANY CONSTANTIN MEDIEN AG SHARE Additional Constantin Medien AG capital market securities The price of the 5.25% Convertible Bond 26/213 increased by 17.6 percent in 21, closing at 5.89 Euro. As of February 15, 211, the bond traded at 5.88 Euro. Each convertible bond entitles a conversion in Constantin Medien AG shares. The shares of Highlight Communications AG, a company of the Constantin Medien Group, developed similarly to the Constantin Medien share in 21, developed below the comparative indices. The share price closed at 4.19 Euro on December 31, 21, a price increase of 3.2 percent compared to the beginning of the year. On February 15, 211, the share price stood at 4.78 Euro. On October 13, 21, Constantin Medien AG issued a corporate bond with a volume of 3 million Euro in the form of a private placement at institutional investors in Germany and abroad. The bond has a term of five years and accrues interest at 9. percent p.a. The corporate bond was included as a follow-through by third parties in the open market of the Stock Exchange. INFORMATION OF CONSTANTIN MEDIEN SECURITIES AS OF DECEMBER 31, 21 ISIN/Exchange abbreviation Ordinary share (Prime Standard Segment) Highlight Communications AG share (Prime Standard Segment) Convertible bond 26/213 (Regulated market) Corporate bond 21/215 (Open market) DE914727/91472 CH /92299 DEAGQKR4/AGQKR DEA1EWS1/A1EWS Indices Closing rate 12/31/21 / 52-week high / 52-week low Constantin Medien AG (Xetra) Highlight Communications AG (Xetra) Convertible bond 26/213 (Frankfurt) Corporate bond 21/215 (Frankfurt) SDAX, DAXsector Media 1.75 / 2.7 / 1.5 Euro 4.19 / 4.7 / 3.53 Euro 5.89 / 5.89 / 5. Euro / -- / -- percent Share capital 12/31/ million shares Outstanding shares (12/31/21) Convertible bond 26/213 outstanding Corporate bond 21/215 outstanding 77.7 million shares 7.4 million shares 29, shares Market capitalization (related to shares outstanding as of 12/31/21) Constantin Medien AG (Xetra) Highlight Communications AG (Xetra) Convertible bond 26/213 Corporate bond 21/ million Euro million Euro 43.7 million Euro 27.5 million Euro 16

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