Simplified corporate structure

Annual Report 212

Simplified corporate structure As of December 31, 212 Major subsidiaries of Constantin Medien AG 1% 47.3% Major subsidiaries of Highlight Communications AG 1% 59.89%

Key Figures in Euro 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 12/31/212 234. 135.1 32.7 471.9 85.1 83.7 17.7% 28.6 149. 12/31/211 248.9 128.1 43.2 544.5 85.1 73.9 13.6% 28.4 25. Sales Sports Film Sports- and Event-Marketing Other Business Activities 1/1 to 12/31/212 52.5 161.9 293.1 57.6 7.9 1/1 to 12/31/211 465.7 155. 236.7 73.2.8 Earnings before interest, taxes, depreciation and amortization (EBITDA) Amortization, depreciation and impairment Profit from operations (EBIT) Earnings before taxes (EBT) Net loss attributable to shareholders 14.6-119. 21.6 16.5 5, 11.6-15.1 5.5 3.1-2.6 Cash flow from operating activities Cash flow for investing activities Cash flow for financing activities 127.8-117.6-69.9 93.5-69.2-83.2 Shares outstanding in million Share price in Euro Market capitalization (based on shares outstanding) 12/31/212 77.7 1.52 118.1 12/31/211 77.7 1.28 99.5 Average number of shares outstanding (basic) in million Earnings per share from continuing operations (basic) in EUR Earnings per share from continuing operations (diluted) in EUR 1/1 to 12/31/212 77.7.6.6 1/1 to 12/31/211 77.7 -.3 -.3 Employees (at closing) 1,488 1,47

The Year January 212 On January 2, 212, the Constantin Film co-production Wickie auf großer Fahrt is honored with the Bavarian Film Award for best children's film 211. February 212 Sport1 GmbH announces its co-operation with ProSiebenSat.1 Digital in the area of editorial services. The agreement comprises the provision of editorial sports contents for the teletext offers of the channels SAT.1, ProSieben, kabel eins, sixx and further teletexts produced by ProSiebenSat.1 Digital. April 212 In the reference funding of the German Federal Film Board (Filmförderungsanstalt, FFA) for 211 in early April 212, the Constantin Film group is awarded the Goldenen FFA Branchentiger for the eighth time in the categories Production and Distribution. As part of the DFL's decision regarding the broadcasting rights tender for the Soccer Bundesliga and the 2 nd Bundesliga for the seasons 213/14 to 216/17, Sport1 GmbH again acquires the exclusive first exploitation rights in free-tv for the 2 nd Bundesliga on Fridays and Sundays, Monday s live match of the 2 nd Bundesliga, as well as exclusive rights of Friday and Saturday Bundesliga matches for post-exploitation on Sundays. Effective April 1, 212, Highlight Event AG is sold to today's Highlight Event & Entertainment AG (previously: Escor Casinos & Entertainment SA). As a result, the music activities Vienna Philharmonic Orchstra and Eurovision Song Contest are outsourced from the TEAM group. Since then, they have been part of the Segment Other Business Activities. May 212 As part of its internationalization strategy, Constantin Film AG and David Garrett, co-founder of Summit Entertainment, announce the foundation of Mister Smith Entertainment Ltd. The company operates in the areas fin anc - ing, co-financing and licensing of theatrical films for global distribution. On May 14, 212, Constantin Medien announces the renewal of the frame work agreement in the areas outside broadcast (OB) and in-house production between the production subsidiary PLAZAMEDIA and the Sky Group until June 3, 217. The new production framework contract covers services for both Sky Deutschland and Sky Österreich. June 212 In early June 212, Sport1 GmbH and Sky Deutschland agree the distribution of SPORT1+ in HD. The pay-tv channel is available to Sky subscribers in HD via satellite and released for HD subscribers of the sports and Soccer Bundesliga package since August 2, 212. At the Annual General Meeting of Constantin Medien AG on June 27, 212, the shareholders approve all agenda items almost unanimously with a majority of more than 99 percent. The Supervisory Board Members Fred Kogel and Jan P. Weidner are confirmed in their positions. August 212 In August, PLAZAMEDIA GmbH TV- und Film-Produktion announces that ZDF has commissioned the company to provide technical production services for the UEFA Champions League 212/13 season for the domestic host broadcasting of the UEFA Champions League Wednesday matches. In addition, ZDF also commissioned PLAZA MEDIA GmbH to provide production technology for unilateral ZDF productions both in Germany and abroad. September 212 At the beginning of September 212, Sport1 GmbH obtains the German-speaking rights to the US National Football League (NFL) for their pay-tv channel SPORT1+ up to and including the 214/15 season. Constantin Film AG announces the agreement of an output deal with the US studio DreamWorks. Due to this strategic partnership, Constantin Film is able to secure the German-speaking exploitation rights to a variety of productions by DreamWorks studios. October 212 The most successful theatrical comedy 212, Türkisch für Anfänger a production of the Constantin Film subsidiary Rat Pack is honored with the German Comedy Award at the end of October 212. November 212 On November 22, Türkisch für Anfänger is awarded the media prize BAMBI in the category of Film National. At the end of November, Sport1 GmbH obtains an extensive rights package to the US National Basketball Association (NBA) up to and including the 213/14 season for its pay-tv channel SPORT1+. Dezember 212 On December 6, 212, UEFA concludes a new agency agreement with the rights marketer TEAM to market an extended package of commercial rights for the UEFA Champions League, the UEFA Europa League and the UEFA Super Cup for the seasons 215/16 to at least 217/18.

212 Content Content The Company Combined Group Management and Management Report 5 Foreword by the Chairman of the Management Board 8 Boards 9 Report of the Supervisory Board 12 Declaration of Corporate Governance pursuant to 289a HGB 17 Constantin Medien AG share 24 1. Business and general conditions 52 2. Result of operations, financial and net assets positions of the Constantin Medien Group 57 3. Result of operations, financial and net assets positions of the Constantin Medien AG 59 4. Employees 59 5. Addendum report 6 6. Disclosures in accordance with 289 para. 4 and 315 para. 4 of German Commercial Code (HGB 62 7. Risk report 69 8. Opportunities report 71 9. Risiks and opportunities of the Constantin Medien AG 71 1. 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 gen eral 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

Consolidated Financial Statements Annual financial statements 78 Consolidated Balance Sheet 8 Consolidated Income Statement 81 Consolidated Statement of Comprehensive Income/Loss 82 Consolidated Statement of Cash Flows 84 Consolidated Statement of Changes in Equity 86 Notes to the Consolidated Financial Statements 86 1. General information 86 2. Accounting policies 88 3. Scope of consolidation 93 4. Accounting and valuation principles 15 5. Notes to selected line items in the consolidated balance sheet 128 6. Notes to selected line items in the consolidated income statement 132 7. Disclosures regarding financial risk management 144 8. Segment reporting 146 9. Accounting estimates and assumptions 148 1. Financial commitments, contingent liabilities, other financial commitments and contingent assets 149 11. Relationships with related companies and persons 15 12. Subsequent events after the balance sheet date 15 13. Other information and disclosures 156 Balance sheet (HGB) 158 Income statement (HGB) The Company 159 Finance Calendar 213 159 Imprint 154 Responsibility Statement 155 Auditor s Report 3

The Company

The Company 212 Foreword by the Chairman of the Management Board Foreword by the Chairman of the Management Board Dear Shareholders, Constantin Medien AG achieved an important objective in the 212 financial year. After the earnings position already improved continually in previous years, our Company reported a positive consolidated net profit. Earnings attributable to share - holders were EUR 5. million, up EUR 7.6 million compared to the previous year. We therefore exceeded expectations of a balanced result. The development of Group sales also exceeded the forecast: At EUR 52.5 million, sales were both significantly above the prior year value of EUR 465.7 million and above the range set for 212 of between EUR 46 million and EUR 48 million. This overall pleasing business development confirms Constantin Medien's demand to generate stable positive results as one of the leading media companies in the German-speaking region. The 212 financial year marks a big step ahead on this path not only in view of the business development, but also strategically because we were able to conclude important agreements. It is worth mentioning the renewal of the production framework agreements between our production subsidiary PLAZA - MEDIA and Sky Deutschland as well as Sky Österreich up to June 3, 217, and securing the status quo for SPORT1 when the broadcasting rights for the Soccer Bundesliga for the 213/14 to 216/17 match periods were awarded in the second quarter. As part of its internationalization strategy, Constantin Film founded Mister Smith Entertainment Ltd., which carries out its activities in the areas financing, cofinancing and licensing of theatrical films for global distribution. In addition, Constantin Film AG agreed an output deal with the US studio DreamWorks. As part of this, Constantin Film was able to secure the German-speaking exploitation rights of many top-class DreamWorks productions. Further, at the end of 212, the European Football Association UEFA concluded a new agency agreement with our rights marketer TEAM to market the commercial rights for the top events UEFA Champions League, UEFA Europa League and UEFA Super Cup for at least three additional seasons from 215/16 to 217/18. All of these agreements have significant strategic importance for the further development of our Group in the next years. In addition, they evidence our partners' trust in us, where a close partnership has frequently existed for many years. All segments except the Segment Other Business Activities contributed to a positive Group s net profit in the past year: The Sports Segment recorded an increase in sales by 4.4 percent to EUR 161.9 million in a market environment that was particularly challenging for SPORT1. The Segment result went up EUR.9 million to EUR 4.9 million. The multimedia strat - egy of our umbrella brand SPORT1, whose objective is to distribute the extensive editorial contents to as many digital channels and platforms as possible, made good progress in 212. After 1.25 million subscribers in 211, our pay-tv offer SPORT1+ had 1.65 million subscribers in mid-212, and the distribution of SPORT1+ was again significantly expanded since August 212 due to the agreement with Sky. We therefore became established in the fast-growing pay-tv market in just over two years. SPORT1.de recorded the strongest year in terms of coverage since the launch of the online platform. The number of visits increased slightly by another 1.3 percent to an average of 31.5 million a month. It becomes ever more apparent that user preferences are shifting towards the mobile area: The SPORT1- iphone/ipad-app had been downloaded more than 1.8 million times by the end of the year, and the android app saw around 626, downloads. SPORT1 responded to this trend by continually expanding the content and technical features of its smartphone apps. 212 was a difficult year for the free-tv channel SPORT1. The strong competition of other channels, especially regarding the broadcast of major events, particularly UEFA EURO 212 and the Summer Olympics in London, but also a generally increased competition for coverage due to new male-oriented digital channels led to a reduction in annual market shares. Nevertheless, SPORT1 was again able to generate good cover - age and market share successes with program highlights such as the 2 nd Soccer Bundesliga reporting, the Handball European Championship and the Motorcycling World Championship MotoGP. The Film Segment looks back on a pleasant financial year with an increase in sales of 23.8 percent to EUR 293.1 million, 5

212 The Company Foreword by the Chairman of the Management Board which exceeded expectations. In addition to higher sales in the theatrical distribution and license trading areas, strong revenue impulses also came from TV service production. In 212 the Constantin Film Group released 12 films to German cinemas and slightly increased its market share by viewers to as much as 6 percent. The comedy Türkisch für Anfänger was the Constantin title with the most viewers, attracting 2.4 million moviegoers. The international 3D in-house production Resident Evil: Retribution celebrated international success: The fifth part of the action spectacle brought in approximately over USD 22 million in more than 7 countries throughout the world by the end of the year. In 212, the Sports- and Event-Marketing Segment was again able to exceed its contractual performance targets agreed with UEFA in marketing the commercial rights to the UEFA Champions League and the UEFA Europa League despite the deterio - rating global economic situation. Around 17 million fans worldwide watched the dramatic UEFA Champions League final of FC Bayern München versus Chelsea FC in Munich on May 19 on their TV screens including the heads of state and government of the most important industrial nations, who even interrupted their G8 summit at Camp David in order to experience the penalty shootout live. There could hardly be a more impressive way to document the fascination felt for these major club soccer competition. The fact that, at EUR 57.6 million, the Segment's sales were significantly below the prior year value of EUR 73.2 million, was mainly due to UEFA took over the organization of club competitions itself since July 1, 212. The Segment result how - ever increased significantly to EUR 14.7 million compared to the prior year. This increase was largely due to the end of the so-called PPA-amortization since the third quarter of 212, which resulted from Constantin Medien AG's holding in the TEAM parent company Highlight Communications AG. The end of these amortization means that the Segment's high earnings power will in future be reflected more strongly in the Group s net profit. Dear Shareholders, In the current 213 financial year, we want to maintain the positive development of the Constantin Medien Group. In the Sports Segment, the focus is on the further development of the free-tv channel SPORT1 in order to respond to structural changes in the German TV landscape and the resulting stronger competition. For this purpose, the managers and employees of our sports companies very committedly developed several new formats and projects in an intensive creative and cross-area process already in the fourth quarter of 212, which on the one hand aim at enhancing and expanding the profile of SPORT1 as a sports channel and on the other hand will also further strengthen the SPORT1 brand in its multimedia focus. With this, we will continue our path towards a stronger link between free-tv, pay-tv, online, mobile and social media activities under the umbrella brand SPORT1 in order to account for the changing media usage behavior of consumers. It has already become apparent that this path will require increase investments in the Sports Segment in 213. In the Film Segment, the Constantin Film group will focus more strongly on English-speaking films and formats both in theatrical production and in TV service production, which appeal to a broad international audience both in terms of themes and cast. In theatrical distribution, we base our strategy on the tried and tested mix of top in-house and co-productions on the one hand, and attractive licensed films on the other hand. It is becoming ever more important to establish brands in the movie business by re-interpreting known material or building on established material by continuing the story of successful plots and popular characters. Following these trends, our distribution line-up for the 213 theatrical year is expected to comprise 18 films including the lavish 3D-CGI in-house production Tarzan, the co-production City of Bones, which is based on the world bestseller book series The Mortal Instru - ments, or the licensed films Ender's Game and Walking with Dinosaurs 3D. 6

In the Sports- and Event-Marketing Segment, we will continue our successful marketing strategy for the UEFA club competitions in 213. We are confident that we will be able to meet or exceed the expectations towards our marketer company TEAM regarding the new marketing cycle 215/16 to 217/18. Irrespective of the certainly not easy economic environment in Europe, and of the challenges caused by many structural changes in the media landscape, we assume positive earnings attribut able to shareholders in the Constantin Medien Group for the 213 financial year. At all times, people have a need for entertainment, excitement and information. Constantin Medien will continue to service these needs by offering attractive content with the help of strong brands and through multimedia on many different platforms. I would like to thank all employees of our Group for their successful work in 212, which as always was performed with spirit, passion and competence. I would like to thank you, dear shareholders, for your continued trust in Constantin Medien AG, which we also want to justify in the new financial year. With best regards, Bernhard Burgener Chairman of the Management Board 7

212 The Company Boards Boards Management Board Supervisory Board As of December 31, 212, the Management Board of Constantin Medien AG was structured as follows: As of December 31, 212, the Supervisory Board of Constantin Medien AG was structured as follows:* Bernhard Burgener, Chairman of the Management Board/CEO Mr 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, Communications as well as Company and Stock Corporation Law and Compliance. Since December 1, 212, the operational responsibility for Sport1 GmbH and for the entire Sports Segment lies with Mr Bernhard Burgener. Furthermore, he is also responsible through the affiliated company, Highlight Communications AG, where he is President and Delegate of the Board of Directors, for the Film Segment comprising the Highlight Communications subsidiary, Constantin Film AG, where he has held the position of CEO since Janu - ary 1, 29, and for the Sports- and Event-Marketing Segment, which comprises the Highlight Communications sub sidi ary TEAM. At TEAM, Mr Bernhard Burgener is the President of the Board of Directors. Mr Bernhard Burgener is also the President of the Board of Directors of Highlight Event & Enter tainment AG (previously Escor Casinos & Entertainment SA), a company of Highlight Communications AG, which bundles the activities of the Segment Other Business Activities. Fred Kogel, Chairman Werner E. Klatten, Deputy Chairman Dr Erwin Conradi, Member Dr Dieter Hahn, Member Dr Bernd Kuhn, Member Jan P. Weidner, Member *For further information regarding the Boards of the Constantin Medien AG, please refer to the Report of the Supervisory Board (page 9), to the Declaration of Corporate Governance (page 12), to the Combined Group Management and Management Report (page 24) as well as in the Notes to the Consolidated Financial Statements, Note 13 Other Information and Disclosures (page 151). Antonio Arrigoni, Chief Financial Officer/CFO Mr Antonio Arrigoni has been a Member of the Management Board of Constantin Medien AG since April 1, 28. He is respon s ible for the areas of Finance, Investor Relations, Accoun - ting, Controlling, Internal Audit, Human Resources and Admin - is tration, Legal as well as IT and Process Management. In parallel, since December 14, 212, Mr Antonio Arrigoni is Man aging Director of PLAZAMEDIA GmbH TV- und Film- Produktion as well as of Constantin Sport Medien GmbH. Apart from that, Mr Antonio Arrigoni is a Member of the Board of Directors of Highlight Communications AG. 8

The Company 212 Report of the Supervisory Board Report of the Supervisory Board Fred Kogel, Chairman of the Supervisory Board In the 212 financial year, 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 Man - agement Board of Constantin Medien AG, as well as monitoring its activities. Based on written and verbal reports, the Management Board informed the Supervisory Board on a regular, timely and comprehensive basis about the business development, the planning and the situation of the Company, including risk status and risk management. On the basis of these reports, the Supervisory Board followed in detail the business performance of Constan - tin Medien AG and the Constantin Medien Group, as well as all significant business issues. The Supervisory Board consists of six Members, which are elected by the General Meeting of the Company in accord ance with 5 Number 1 of the Articles of Association of the Constantin Medien AG. In the 212 financial year, there were no changes occurred within the composition of the Company s Supervisory Board. The nominated Members of the Company s Supervisory Board Mr Fred Kogel and Mr Jan P. Weidner were confirmed by the Annual General Meeting on June 27, 212, in Munich. After the Annual General Meeting, Mr Fred Kogel was again elected as Chairman of the Supervisory Board. The Supervisory Board currently comprises the following three committees: The Personnel and Nominations Committee, which convened four times in the 212 financial year, is responsible inter alia for the preparation and negotiation of employment contracts with Management Board Members and for preparing of nomi - nations for the election of Supervisory Board Members at the Company s General Meeting. It consists of three Members: Fred Kogel (Chairman), Dr Dieter Hahn (Deputy Chairman) and Dr Erwin Conradi. The Audit Committee, which convened four times in the 212 financial year, in particular deals with the areas of accounting, internal control systems, risk management, the selection and monitoring of the auditors, and compliance within its area of responsibility. It consists of three Members: Mr Jan P. Weidner (Chairman), Dr Dieter Hahn (Deputy Chairman) and Mr Werner E. Klatten. The Legal and Compliance Committee, which convened four times in the 212 financial year, is responsible for the moni - toring and advising of the Management Board in complying with legal requirements and the internal corporate guide - lines. It consists of three Members: Dr Bernd Kuhn (Chairman), Mr Fred Kogel (Deputy Chairman) and Mr Werner E. Klatten. The Supervisory Board held a total of five ordinary and one extra - ordinary meeting in the 212 financial year. All Members of the Board participated in five of the pre-mentioned meetings of the Supervisory Board; in one ordinary meeting there was an excused absence of one Member of the Supervisory Board. With the exception of one ordinary Supervisory Board meeting, as has been common practice in the previous years, also in the 212 financial year, all Members of the Management Board participated in the meetings of the Supervisory Board in order to report to the Supervisory Board and to answer its questions. Further, as in the previous years, as well, the Supervisory Board called on the advice of the auditors appointed by the General Meeting for the respective financial year. The Manage ment Board and the Members of the Supervisory Board were in regular contact also between the meetings, and thus the Super - visory Board was kept 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 212, the Supervisory Board focused primarily on the following matters: Business situation and performance: The Supervisory Board informed itself with the business situation of Constantin Medien AG and the Constantin Medien Group in all meetings. To this end, the current business situation in the Group and the Segments as well as the liquidity situation and liquidity planning 9

212 The Company Report of the Supervisory Board were discussed in detail. The Management Board reported on the current business performance, potential deviations from projections and changes in the strategic environment. Special focus in the year under review was put on medium-term liquid - ity planning. Strategic development in the Sports Segment: At several of its meetings, the Supervisory Board extensively dealt with the strategic perspectives and further development of the Sports Segment. Different models for the future direction of the Segment were discussed, including partnerships, which could open up new strategic perspectives and business opportunities for the Sports Segment. The Management Board further extensively informed the Supervisory Board of measures and projects aimed at improving the market share development of the free- TV channel SPORT1. Questions of Corporate Governance: The Supervisory Board dealt with different Corporate Governance questions regarding the guidelines and recommendations of the German Corporate Governance Code. This included inter alia the appropriateness of remuneration of the Management Board, the efficiency review of the Supervisory Board and the appointment of the Constan tin Medien AG s Management Board. In this context, Mr Bern hard Burgener was again appointed as Chairman of the Company's Management Board until August 31, 216. In addi tion, the Supervisory Board appointed Mr Thilo Proff as Member of the Management Board effective from March 1, 212, responsible for the Sports Segment. This appointment was annulled effective December 1, 212, because Mr Proff left the Company for personal reasons. The Supervisory Board would like to thank Mr Proff for his work and wishes him all the best. Legal and compliance questions: The Supervisory Board plenum, and particularly the responsible Legal and Compliance Committee discussed different legal disputes of Constantin Medien AG. These in addition to the last pending shareholder lawsuits and the legal challenge also included the action for damage filed at the High Court of Justice in London by Constantin Medien AG against, among others, Bernard Ecclestone, the responsible person of the race series Formula 1. This lawsuit is based on the sale of the shares in Speed Ltd. originally held by Constantin Medien AG's legal predecessor via Bayer - ische Landesbank. Statements concerning disclosures contained within the Management Report and Group Management Report of the Company in accordance with 315 para. 4 HGB The Company disclosed information in the Group Management Report for the 212 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 takeover bids. 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). This is irrespective of whether a takeover bid has been made or is expected to be made. The information serves to enable potential bidders to make a comprehensive assessment of Constantin Medien AG 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 annual 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, 212 have been audited by the assigned auditor, PricewaterhouseCoopers AG Wirtschaftsprüfungsgesellschaft München ( Auditor ), and have been issued with an unqualified Auditor s Certificate. The annual financial statements, consolidated financial statements and the Management Report of the Constantin Medien Group and the Constantin Medien AG together with the audit reports, were submitted in a timely manner to all Members of the Supervisory Board, enabling a detailed examination of the documents. In its meeting held on March 2, 213, the auditors reported on the key findings of their audit to the Supervisory Board. The Supervisory Board examined in detail the annual financial statements of Constantin Medien AG and the consolidated financial statements of the Constantin Medien Group 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 on March 2, 213, the Supervisory Board raised no objections to the 1

annual financial statements and the consolidated financial statements of the Constantin Medien AG. It approved the annual financial statements and the consolidated financial statements of Constantin Medien AG in the form presented by the Management Board. The annual financial statements are thereby adopted. The Constantin Medien Group further improved its result of operations in the 212 financial year and generated significantly higher earnings attributable to shareholders. Due to challenging macroeconomic conditions and diverse structural changes in the media environment, a lot was demanded from the Management Board, the Managing Directors and all employees of the Constantin Medien Group. The Supervisory Board would like to sincerely express its appreciation for the work performed and the high commitment for the well-being of our Company. March 213 Supervisory Board of Constantin Medien AG Fred Kogel Chairman 11

212 The Company Declaration of Corporate Governance pursuant to 289a HGB Declaration of Corporate Governance pursuant to 289a HGB Declaration of compliance with the German Corpo rate Governance Code (DCGK) The Management and Supervisory Boards of Constantin Medien AG in December 212 submitted the annual Declaration of Compliance with the German Corporate Governance Code ( GCGC ) applicable according to 161 AktG. In this, the Management and Supervisory Boards of Constantin Medien AG confirm that Constantin Medien AG duly observed the recommendations of the GCGC published by the Federal Ministry of Justice in the official section of the Federal Gazette, in the version dated May 26, 21 and in the version dated May 15, 212, since making the last Declaration of Compliance in December 211 with the exceptions stated below (section 5.1.2 and section 7.1.2 since December 211 and section 5.4.6 since the version dated May 15, 212, came into force) and that it will continue to do so: Section 5.1.2 para.2 sentence 3 of the GCGC recommends to determine an age limit for the Members of the Management Board. This section is not met because in light of the age of Management Board Members of Constantin Medien AG, an age limit does currently not seem necessary. In addition, a general age limit is a very rigid instrument that unnecessarily restricts the flexibility of the Supervisory Board in selecting and/or appointing or reappointing Members to the Management Board; moreover, the Supervisory Board will in any case take into account the age of the Management Board Members in their new or reappointed terms. Section 5.4.6 para.2 sentence 2 of the GCGC recommends that Super visory Board Members be granted a success oriented remunera tion, to be focused on sustainable corporate performance. This section is not met because 12 of the Articles of Association of Constantin Medien AG states that the Super - visory Board Members receive a variable remuneration both for short-term and long-term success of the Company. The Man - agement and Supervisory Boards still deem this remuneration rule to be functionally appropriate because the Supervisory Board remuneration may be partially linked to short-term but is also linked to long-term corporate success. Overall, the combination of the different remuneration components result in a balanced incentive structure. Section 7.1.2 sentence 3 of the GCGC recommends inter alia that quarterly and interim reports shall be published within 45 days of the end of the reporting period. This section is not met because the decentralized corporate structure of the Constantin Medien Group does currently not currently allow this 45-day period to be observed. However, it is planned to meet this GCGC recommendation as soon as possible. In respect of the accounting complexity of the Constantin Medien Group, this can only be implemented when the optimization of internal processes can be assured so that this 45-day period is observed with the required sustainability and reliability. The most recent version of the Declaration of Conformity with the GCGC according to 161 AktG, as well as previous versions, can be found on the homepage www.constantin-medien.de. Objectives for the composition of the Company's Supervisory Board The Supervisory Board of Constantin Medien AG aims to take into account the following criteria in its composition: 1. Competence Professional qualifications and personal competence are the primary prerequisites for the appointment to the Supervisory Board. The Supervisory Board will at all times focus par - ticularly on these prerequisites, which are essential for observ ing its legal obligations, when making proposals for appointments to the Supervisory Board. The Supervisory Board must include at least one Member who is independ ent within the meaning of 1 (5) AktG and who is an expert in the areas of accounting and auditing. 2. Diversity Overall, it is the Supervisory Board's objective to optimally perform its monitoring and advisory function through the diverse skills and personalities of its Members. This diversity includes international expertise and a variety of experiences and personal backgrounds, as well as representation by women. When preparing suggestions for individual nominations, the extent to which mutually complementary professional profiles, and professional and life experience as well as an adequate representation of both genders can be ben efi - cial to the work of the Supervisory Board has to be considered. 12

3. Knowledge of the industry The Supervisory Board shall have at least two Members with in-depth knowledge and experience of business areas that are important for the Company, particularly the media industry. 4. Management experience The Supervisory Board shall have at least two Members with experience of management or supervision in a medium-sized or large company within the meaning of 267 HGB (German Commercial Code in its current version) irrespective of its legal form. 5. Internationality The Supervisory Board shall have at least one Member whose professional experience provides him/her with international expertise in the Company's area of business. With the exception of section 6, the Supervisory Board currently meets these objectives. The objective of section 6 taking account of applicable law as part of appointments and reappointments as well as for potentially required legal replacement appointments is to be implemented until the Annual General Meeting in 214. Currently, the Supervisory Board consists by at least one half of independent Members within the meaning of section 5.4.2 of the GCGC, which the Supervisory Board considers to be appropriate. The Supervisory Board will review the mentioned objectives according to the new version of the GCGC dated May 15, 212, before the next appointments or reappointments, and make adjustments if necessary. In addition, the Supervisory Board reviews each of these objectives regularly. 6. Female Supervisory Board Members The Supervisory Board of Constantin Medien AG currently includes no female Members. During nominations for appointments to the Supervisory Board, the Supervisory Board will examine whether suitable female candidates can be appointed to the committee. The aim is to have at least one female Member on the Supervisory Board. 7. No material conflicts of interest The Supervisory Board shall not include individuals with a conflict of interest, that can be expected to not simply be of a temporary nature. As a result, individuals shall not be suggested for appointment to the Supervisory Board if at the same time they have a position on an executive board of an important competitor of the Company or act as an advisor to such a body if they could potentially suffer a conflict of interest due to another activity, e.g. an advisory role for an important contractual partner of the Company. Moreover, the Supervisory Board shall include no more than two former Members of the Company's Management Board. Addition - ally, the Supervisor Board complies with the provisions of the German Corporate Governance Code regarding conflicts of interest. 8. Age limit Candidates shall generally only be proposed for appointment to the Supervisory Board if they have not reached the age of 75. Information regarding corporate governance practices Principles The Management and Supervisory Boards work together in good faith for the benefit of the Constantin Medien AG 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 Constantin Medien AG. Integrity in dealing, as well as credibility, reliability and dependability with 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 Quarterly Reports, Constantin Medien AG regularly issues information concerning the financial situation and development of its business. Moreover, information is published by means of press releases and ad-hoc notifications. All reports, notices and presentations as well as comprehensive information about the Constantin Medien AG are made avail- 13

212 The Company Declaration of Corporate Governance pursuant to 289a HGB able by the Company on its homepage www.constantinmedien.de. Shareholders and General Meeting The shareholders of the Constantin Medien AG are entitled to exercise their rights at the General Meeting, where they may cast their votes. Each shareholder is entitled to participate in the General Meeting, to voice their opinion on individual agenda items, to ask questions and to propose motions. The 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 The Constantin Medien AG prepares its consolidated financial statements and consolidated interim financial statements in conformity with the International Financial Reporting Stand - ards (IFRS), as adopted by the European Union. The annual financial statements of Constantin Medien AG are prepared according to the German Commercial Code (HGB). The preparation of the consolidated and annual financial statements is the responsibility of the Management Board. Following the preparation of the consolidated and annual financial statements, they are audited by the independent auditors appointed by the General Meeting and approved or 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 of any reasons of exclusion or conflicts of interests as well as any material findings and events discovered during their audit procedures. Controlling system and control indicators The Management Board of Constantin Medien AG is respon - sible 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, Team Holding AG and Highlight Event & Entertainment AG (formerly Escor Casinos & Entertainment SA), are autonomously managed by the relevant Board of Directors and Constantin Film AG by the Management Board. Authoritative control indicators comprise of financial performance indicators 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 1.5 Controlling system and performance indicators (page 3). The internal control system of the Constantin Medien Group encompasses all principles, procedures and measures undertaken to assure the effectiveness, profitability and appropriate - ness 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 within the Group, which also incorporates the risk man - agement system throughout the Group, can be found in the Com bined Group Management and Management Report under section 7.2 (page 62). Collaboration between the Management and Supervisory Boards As a German stock corporation, 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. From July 1, 29, to February 29, 212, the Management Board consisted of two Members: Mr Bernhard Burgener, the Chairman of the Management Board, and Mr Antonio Arrigoni, the Chief Financial Officer. On March 1, 212, the Management Board division sports was added to the Board, for which the new Management Board Member Mr Thilo Proff was respon - sible. Mr Thilo Proff left the Management Board of Constantin Medien AG for personal reasons on December 1, 212. Since then, this committee again consists of two Members. The Man - agement 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. The Management Board works closely with the Supervisory Board. It informs the Supervisory Board on a regular, timely and comprehensive basis of all Constantin Medien AG 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 strat - egy and discusses its strategic implementation at regular inter- 14

vals. Documents requiring decisions, in particular the Constan - tin Medien AG annual financial statements, consolidated finan - cial statements and the audit report are forwarded to the Members of the Supervisory Board in advance of the particular meeting. The internal by-laws governing the Management Board incorporate veto rights on the part of the Supervisory Board for business transactions of fundamental and particular economic significance. The Supervisory Board of Constantin Medien AG consists of six Members. The Supervisory Board advises and monitors the Man agement Board in its management of the Company. In addi tion, its responsibilities also include the appointment of Management Board Members. As part of its internal by-laws, 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 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 monitor - ing role, in particular in the areas of accounting, internal control system, risk management, the selection and monitoring of the auditors, and compliance in its area of responsibility. The Chair man of the Audit Committee, Mr Jan P. Weidner, is an inde pendent financial and capital market expert with special knowledge and experience 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. In the 212 financial year, the Supervisory Board convened at a total of five ordinary and one extraordinary Board meetings. The Audit Committee, according to schedule, met on four occasions, the Personnel and Nominations Committee met on four occasions and the Legal and Compliance Committee met on four occasions. 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 Constantin Medien AG. 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. His contract term initially ran to August 31, 211 and was extended on November 1, 21 until August 31, 213. Based on a resolution passed by the Supervisory Board of Constantin Medien AG on December 1, 212, Mr Burgener was appointed as Chairman of the Management Board beyond August 31, 213 until August 31, 216 and his employment contract was revised accordingly. Mr Antonio Arrigoni has been the Chief Financial Officer of Constantin Medien AG since April 1, 28. His contract ran until March 31, 211. On August 18, 21, Mr Arrigoni was appointed as a Management Board Member by the Supervisory Board of Constantin Medien AG for a term extending beyond March 31, 211 until June 3, 214 and his employment contract was revised accordingly. Report on Management Board remuneration In compliance with the GCGC, the monetary remuneration components for each Management Board Member consist of both fixed and variable components. The variable remuneration components consist of a performance-based bonus ( Bonus 1 ) set each year by the Supervisory Board at its dutiful discretion and by taking into account the result of the past financial year, and of a multi-year bonus ( Bonus 2 ), whose assessment base, among others, is inter alia oriented on the development of the Constantin Medien AG share price and the results of the Group in this period. The Supervisory Board also sets Bonus 2 at its dutiful discretion. These variable compensation 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 prema - turely terminated without due cause. The Management Board Members are reimbursed for all out-ofpocket expenses and other costs incurred in performing tasks for the Constantin Medien AG. In addition, a company vehicle is made available to each of them for business and personal use. There are no payment guarantees to Members of the Management Board in the event of a change in control relating to the Company. 15

212 The Company Declaration of Corporate Governance pursuant to 289a HGB Report on Supervisory Board remuneration The remuneration of the Supervisory Board Members is defined in 12 of the Articles of Association of Constantin Medien AG. In addition to reimbursement of expenditures incurred, Members of the Supervisory Board also receive fixed and variable 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. For each membership in Committees, Supervisory Board Members receive an additional fixed remuneration. The fixed remuneration amounts to 5, Euro for a Member of the Committee, 7,5 Euro for the Deputy Chairman of a Committee and 1, Euro for the Chairman of the Committee. The variable remuneration for Supervisory Board Members is based partly on the short-term and partly on the long-term success of the Company. Remu - neration is paid on a pro rata basis for entry into or resig nation from the Supervisory Board during the year. Further information about the Management and Supervisory Board remuneration can be found in the Combined Group Man - agement and Management Report under section 1.7 Remuneration Report (page 32). 16

The Company 212 Constantin Medien AG share Constantin Medien AG share Performance of the capital markets In the stock market year 212, the German stock market and the international capital markets were marked on the whole by a volatile upward movement. The recovery already initiated in 211 due to extensive political and financial support measures at first continued but then culminated in the second quarter 212 in a volatile downward movement. In the further course of the year, an upward movement reasserted itself independent of any signs of a global weakening of the economy, which shifted key leading indexes closer to old record levels. Markets in 212 were first of all marked by attempts to find a politicoeconomic solution to the financial and debt crisis in Europe, a per sistently low interest rate and the willingness of the central banks to make significant interventions and acquisitions of govern ment bonds. In the Eurozone, dampening effects further limited debts and impacted on uncertainties surrounding the continued existence of the monetary union. Also in the stock market year 213, the focus will remain on risk factors such as national debt, economic growth as well as the stability of the monetary union. The upward movement on the capital markets resulted in a listing of leading indices at year-end at a level well above the share prices posted at the beginning of the year. For instance, the German leading index DAX in the calendar year 212 was able to grow by approx. 29.1 percent, closing at 7,612 points on December 31. The small caps and media stocks on the German stock market also showed a positive performance. The German small cap index SDAX, which also includes the Constantin Medien share, improved by 18.7 percent, closing at 5,249 points. The German media index (DAXsector Media) also closed at a more solid 183 points at the end of December 212 after an increase of 46.4 percent delivered during the course of the year. Constantin Medien share performance In the financial year 212, the Constantin Medien share's performance was marked on the whole by a volatile upward move - ment. At the beginning of the year, the share price initially recovered considerably in line with the overall market, which in the second quarter of 212 culminated in a downward movement, which partially offset the initial price increases. In the second half of the year, the share's performance was again marked by a slight upward movement. Consequently, at an increase of 19. percent the Constantin Medien AG share performed in line with the German small cap index SDAX (+18.7 percent), however not as strong as the German media index DAXsector Media (+46.4 percent). The Constantin Medien share closed at EUR 1.52 at the end of the year. As of December 31, 212, the 52-week high stood at EUR 1.8 (March 29, 212) and the 52-week low came in at EUR 1.19 (January 18, 212). 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 EUR 1.73 on February 28, 213. In addition to publishing the business figures in the 212 financial year, the Company also focused on the renewed acquisition of exclusive first-exploitation rights in free-tv of Friday and Sunday 2 nd Soccer Bundesliga matches, the 2 nd Bundesliga live match on Monday and also exclusive rights to Friday and Saturday Bundesliga matches for post-exploitation on Sunday by Sport1 GmbH, the renewal of the production framework agreement of the subsidiary PLAZAMEDIA GmbH TV- und Film-Produktion with Sky Deutschland and Sky Austria in the areas OB and in-house production up to mid-217, the further distribution of the pay-tv channel SPORT1+ on the Sky platform and in the channel offerings of A1 TV in Austria. Furthermore, changes to the Management of subsidiaries and in the Management Board of Constantin Medien AG were announced. In the Film Segment, the subsidiary Constantin Film AG again received an award from the German Federal Film Board (Filmförderungsanstalt, FFA) as the most successful producer and distributor in Germany. As part of its internationalization strat egy, Constantin Film AG together with David Garett founded Mister Smith Entertainment Ltd., which carries out its activ ities in the areas financing, co-financing and licensing of theatrical films for global distribution. In addition, Constantin Film AG in September announced the output deal with the US studio DreamWorks. As part of this, Constantin Film was able to secure the German-speaking exploitation rights to a variety of top productions by the DreamWorks studios, shot up to December 31, 216. In the Sports- and Event-Marketing Segment, the subsidiary TEAM succeeded in renewing the agency agreement with the UEFA until 218. 17

212 The Company Constantin Medien AG share In the financial year 212, approximately 23.2 million Constantin Medien shares were traded on the German stock exchanges (a daily average of.9 million units). Subsequently, the trading volume decreased by 24.9 percent compared to the prior year's period. Due to lower trading volumes compared with the same period last year, the stock turn rate for shares outstanding over a twelve-month period decreased to.3 (prior year:.39). The position of the Constantin Medien share in German stock exchange rankings of all MDAX and SDAX listings stood at ranking number 11 as of December 31, 212 (prior year: 11) in respect of trading volume over the last twelve months, or at ranking number 14 (prior year: 13) for the so-called free float market capitalization. XETRA closing prices of the Constantin Medien share compared to SDAX and DAXsector Media Comparative indices indexed to Constantin Medien's closing price as of December 31, 211 2. Constantin Medien AG SDAX DAXsector Media 1.5 1..5. 12/31/11 3/31/12 6/3/12 9/3/12 12/31/12 Share capital and shareholder structure The Constantin Medien AG's share capital did not change during 212, amounting to around EUR 85.1 million as of December 31, 212. As a consequence of the full consoli - dation of its subsidiary Highlight Communications AG, its shares in Constantin Medien AG qualify as treasury shares, and so 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, 212. After deducting of these treasury shares, there were approximately 77.7 million shares outstand ing as of the balance sheet date. There were no material changes to the shareholder structure of Constantin Medien AG in the financial year 212. The free float of the Constantin Medien share stood at 57. percent of share capital as of December 31, 212. 18

Shareholder structure as at December 31, 212 Subscribed capital 85.1 million shares The Constantin Medien share is currently being actively monitored by notable research institutions. In the last twelve months, the following six different institutions published studies on Constantin Medien AG: 8.7% TREASURY SHARES 1 18.7% KF 15 GmbH & Co. KG Close Brothers Seydler Bank Deutsche Bank DZ Bank Matelan Research WestLB 57.% 6.7% DR ERWIN CONRADI Additional Constantin Medien AG capital market securities 5.9% 3.% BERNHARD BURGENER DR DIETER HAHN FREE FLOAT 1 Predominantly held via the Highlight Communications AG Investor Relations activities The focus of Constantin Medien Group's investor relations activ - ities lies in the comprehensive and timely exchange of information with all capital market participants (institutional and private investors, analysts and the financial press). It is our stated aim to achieve a fair evaluation of the Constantin Medien share using a transparent public relations approach. This is based on our regularly published annual and quarterly financial reports that give a detailed view of our Company's current performance and perspectives. Furthermore, extensive information concerning the Constantin Medien Group is provided on our website under www.constantin-medien.de. In addition to individual talks with institutional investors, Constantin Medien AG was also available to interested parties at the German Equity Capital Forum. Furthermore, numerous individual inquiries from private investors were processed by our Investor Relations department. Alongside participation in events for analysts and investors, it is our objective to support the highest possible number of analysts. The price of the 5.25% convertible bond 26/213 in creased by 5.1 percent in the financial year 212, closing at EUR 5.9. As of February 28, 213, the bond traded at EUR 6.8. Each convertible bond entitles to a conversion into 1.123 Constantin Medien AG shares. The balance of convertible bonds outstanding totals.4 million bonds. Beyond that, the Constantin Medien Group itself held an additional 4.6 million bonds. The shares of Highlight Communications AG, a company of the Constantin Medien Group, showed an increase of 15.4 percent in the 212 financial year, underperforming the benchmark indices. The share price closed at EUR 3.98 on December 31, 212. As of February 28, 213, the shares traded at EUR 4.21. On October 13, 21, Constantin Medien AG issued a corporate bond with a volume of EUR 3 million 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. 19

212 The Company Constantin Medien AG share Information on Constantin Medien securities as of December 31, 212 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 CH6539198/92299 DEAGQKR4/AGQKR DEA1EWS1/A1EWS Indices SDAX, DAXsector Media Closing rate 12/31/212/52-week high/52-week low Constantin Medien AG (Xetra) Highlight Communications AG (Xetra) Convertible bond 26/213 (Frankfurt) Corporate bond 21/215 (Frankfurt) EUR 1.52 / 1.8 / 1.19 EUR 3.98 / 4.13 / 3.24 EUR 5.9 / 6. / 5. 12.1 / 14.5 / 91. percent Share capital 12/31/212 Shares outstanding (12/31/212) Convertible bond 26/213 outstanding Corporate bond 21/215 outstanding 85.1 million shares 77.7 million shares.4 million shares EUR 29, Market capitalization (related to shares outstanding as of 12/31/212) Constantin Medien AG (Xetra) Highlight Communications AG (Xetra) Convertible bond 26/213 Corporate bond 21/215 EUR EUR EUR EUR 118.1 million 183.5 million 2.2 million 29.6 million Directors Dealings/Shareholdings of Board Members as of December 31, 212 In the 212 financial year, the Company was notified by Members of the Management and Supervisory Boards of the following reportable purchase and sale transactions: Transactions Board Name Date of transaction Transaction Security Number of shares Share price Total volume in EUR in EUR Supervisory Board Werner E. Klatten 12/7/12 Sale Share 23, 1,5111 34,755.62 2

The Board Members, Mr Bernhard Burgener (Chairman of the Management Board), Dr Dieter Hahn (Supervisory Board Member) and Dr Erwin Conradi (Supervisory Board Member) each held a direct or indirect holding in shares or share enti - tlements exceeding 1 percent of the share capital as of Decem - ber 31, 212. The number of shares of the bodies and persons related to them as of December 31, 212, are presented in the following table. No share entitlements associated with option rights for Board Members exist. Shareholdings of Board Members as of December 31, 212 Board Name Number of shares Management Board Bernhard Burgener Antonio Arrigoni 5,5. 6,279 Supervisory Board Fred Kogel Werner E. Klatten Dr Erwin Conradi Dr Dieter Hahn Dr Bernd Kuhn Jan P. Weidner 1, 5,735,95 2,543, 8,47 21

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Combined Group Management and Management Report 23

212 Combined Group Management and Management Report Business and general conditions Combined Group Management and Management Report 1. Business and general conditions 1.1 Group structure and business activities Constantin Medien AG is an internationally operating media company and based in Ismaning near Munich. The company is focused on the Sports Segment and, via its holding in the Swiss media company Highlight Communications AG, on the Segments Film, Sports- and Event-Marketing and the Segment Other Business Activities formed as of July 1, 211. As parent company, Constantin Medien AG is the controlling holding company. As controlling holding company with the areas Finance, Accounting, Controlling, Internal Audit, Communication, Investor Relations, Human Resources and Legal, Constantin Medien Group provides intercompany services. Via its 1-percent subsidiary Constantin Sport Holding GmbH, it holds a 1-percent share in each of the companies in the Sports Segment. Highlight Communications AG is a stock corporation according to Swiss law, which has been listed on the Frankfurt Securities Exchange since 1999. Its holdings include 1-percent holdings in Constantin Film AG, Rainbow Home Entertainment AG, Pratteln/Switzerland, Rainbow Home Entertainment Ges.m.b.H., Vienna/Austria as well as in Team Holding AG, Lucerne/ Switzerland. In addition, it holds a 59,89-percent share in Highlight Event & Entertainment AG (until May 11, 212 Escor Casinos & Entertainment SA), Düdingen/Switzerland, which is listed on the Swiss stock exchange (SIX Swiss Exchange). The Segment Sports covers the activities in the TV area with the free-tv channel SPORT1 and the pay-tv channel SPORT1+ as well as in the online area with the sports portal SPORT1.de. In the IPTV area, the subsidiary Constantin Sport Medien ope - rates the Bundesliga live channel LIGA total! as an independent live program. PLAZAMEDIA is another major Group sub sidiary and offers comprehensive services in the field of production together with its subsidiaries. In the creative area, the agency BRANDSOME covers broad services including Entertainment Media, Corporate Media and Cross Media. In addition, the centralized marketer Constantin Sport Marketing is responsible for the integrated and cross-platform marketing of the Groupowned brands in the Sports Segment and also acts as a thirdparty marketer for external providers and their platforms. The Segment Film contains the activities of Constantin Film AG and its subsidiaries as well as the Highlight Communications subsidiary Rainbow Home Entertainment. The Constantin Film group is the most important independent German producer and distributor of theatrical films. Its operations encompass the production of films as well as the exploitation of in-house productions and acquired film rights. In-house film productions are usually distributed worldwide, while third-party productions are essentially exploited in German-speaking countries. In this, all steps along the exploitation chain are utilized starting from theatrical distribution, right through to DVD/Blu-ray and up to television. Apart from theatrical films, the Constantin Film group creates fictional and non-fictional productions for German and foreign TV stations. For purposes of exploiting the video rights for in-house and licensed films, Highlight Communications AG has its own distribution organization. In Switzerland and Austria, distribution is performed by the Rainbow Home Entertainment companies. Distribution on the German market is conducted by Highlight Communications (Deutschland) GmbH in co-operation with Paramount Home Entertainment. The Segment Sports- and Event-Marketing includes the activities of Team Holding AG (TEAM) and its subsidiaries. The TEAM group specializes in the global marketing of international major sports events. Being one of the world's leading agencies in this field, it exclusively markets on behalf of the European Football Association (UEFA), the UEFA Champions League as well as the UEFA Europa League and the UEFA Super Cup. Up to March 31, 212, TEAM also held the marketing mandate to the Eurovision Song Contest and the Vienna Philharmonic Orchestra via its 1-percent holding in Highlight Event AG. The Segment Other Business Activities includes the activities of Highlight Event & Entertainment AG. On April 1, 212, High - light Event & Entertainment AG acquired all shares of Highlight Event AG from Team Holding AG. Within this acquisition, it also took over the marketing mandate of the Eurovision Song Contest and the Vienna Philharmonic Orchestra, thus achieving entry in event- and entertainment business. In addition, the Highlight Event & Entertainment group via its subsidiary Escor Automaten AG carries out its activities in the gaming machines business. Up to November 29, 212, Highlight Event & Entertainment AG also held a 5.4 percent holding in the full-service agency Pokermania GmbH located in Cologne, which specia lizes in the development of online-gaming business models, as well as on 24

the social games market. This holding was sold to the Highlight Communications subsidiary Rainbow Home Enter tainment AG. However, the activities of Pokermania are still included in the Segment Other Business Activities. Others includes the activities of the holding company Constantin Medien AG and the financing activities of EM.TV Finance B.V. 1.2 Important events in the 212 business year Changes to the Management Board of Constantin Medien AG and in the Management of the Group's sports companies. On March 1, 212, Mr Thilo Proff was appointed as COO Sports for Constantin Medien AG and in this role was respons ible for all activities bundled in the Group's Sports Segment. From March 1, 212, he also took over Management of Sport1 GmbH and Constantin Sport Medien GmbH. After the resignation of Florian Nowosad, he also became responsible for the Management of PLAZAMEDIA GmbH TV- und Film-Produktion. Mr Thilo Proff resigned from his positions in the Constantin Medien Group for personal reasons on December 1, 212. Since then, the operational responsibility for Sport1 GmbH and the entire Sports Segment of Constantin Medien AG underlies Mr Bernhard Burgener, the Chairman of the Management Board of Constantin Medien AG. In addition to his role as CFO of Constantin Medien AG, Mr Antonio Arrigoni has been responsible for the Management of PLAZAMEDIA and Constantin Sport Medien since December 14, 212. There was also a change in the Commercial Management of the Sports companies: On December 14, 212, Mr Leif Arne Anders, until then Commercial Manager of SPORT1, took over as the Commercial Director of SPORT1 and Constantin Sport Mar keting, and Mr Markus Pieper, until then manager of the areas finance and accounting at PLAZAMEDIA, took over as the Commercial Director of PLAZAMEDIA and Constantin Sport Medien. SPORT1 produces sport contents for teletext and HbbTV offers of ProSiebenSat.1 In February 212, Sport1 GmbH announced its co-operation with ProSiebenSat.1 Digital in the area of editorial services. The agreement comprises the provision of editorial sports contents for the teletext offers of the channels SAT.1, Pro- Sieben, kabel eins, sixx and further teletexts produced by Pro- SiebenSat.1 Digital as well as the HbbTV offers by ProSieben, SAT.1 and kabel eins. SPORT1 to remain free-tv Bundesliga channel until 217 As part of the DFL's decision on April 17, 212 regarding the broadcasting rights tender for the Soccer Bundesliga and the 2 nd Bundesliga for the seasons 213/14 to 216/17, Sport1 GmbH again acquired the exclusive first exploitation rights in free-tv for the 2 nd Bundesliga on Fridays and Sundays, Monday s live match of the 2 nd Bundesliga, as well as exclusive rights of Friday and Saturday Bundesliga matches for postexploi tation on Sundays. By means of the renewed acquisition of the rights packages Sport1 GmbH was able to secure one of its core rights for the coming years. However, Constantin Sport Medien GmbH will not be able continue as operator of the Bundesliga channel LIGA total! after the 213/14 season. Thus, the company will largely cease previous operations at the end of the Bundesliga season 212/13. In this context, SPORT1 and PLAZAMEDIA will not provide editorial or production technology services as part of the LIGA total! project from the future rights period. SPORT1 agrees two-year contract with the Beko Basketball League until the 213/14 season Sport1 GmbH and the Beko Basketball League announced on August 3, 212, that their partnership would continue until the 213/14 season: starting with the match period 212/ 213, SPORT1 produces 5 Beko BBL matches each season and broadcasts them on the platforms SPORT1, SPORT1+ and SPORT1.de. In addition, SPORT1 will air at least 4 live matches on free-tv. The package also includes the Beko BBL Champions Cup, Beko BBL ALLSTAR Day, Beko BBL TOP FOUR as well as selected matches of the three playoff rounds. Agreement between SPORT1 and the DKB Handball Bundesliga extended until the 216/17 season On September 25, 212, Sport1 GmbH and the DKB Handball Bundesliga announced the early renewal of their partnership exceeding the contract period until 213 up to and including the 216/17 season. The new agreement is already valid in the current 212/13 season and covers the live rights to all DKB Handball Bundesliga matches for each season for all five match periods, as well as the further exploitation on all SPORT1 platforms (TV, internet and mobile). As previously, the broadcasting scope includes the Super Cup at the kick-off of the new season, live matches from each DHB Cup round, the 25

212 Combined Group Management and Management Report Business and general conditions Lufthansa Final Four and the All Star Game. Further expansion of distribution of SPORT1+: Pay-TV channel available on Sky platform and in Austria also via A1 TV At the beginning of June 212, Constantin Medien AG announced that an agreement had been reached between Sport1 GmbH and Sky Deutschland regarding the distribution of SPORT1+. The pay-tv channel has been available to Sky subscribers in HD via satellite and released for HD subscribers of the sports and Soccer Bundesliga package since August 2, 212. SPORT1 also expanded the distribution of its pay-tv channel in Austria, arranging distribution of SPORT1+ with A1, the Austrian market leader in communications, on July 3, 212. NFL to be live on SPORT1+ also in the next three years NFL still live on SPORT1+: At the beginning of September 212, Sport1 GmbH obtained the German-speaking rights to the US National Football League (NFL) for additional three years up to and including the 214/15 season. As part of this agreement, the pay-tv channel SPORT1+ will broadcast up to four live matches each week. On SPORT1+ HD, fans can enjoy the matches in their native HD quality. The matches will be broadcast with a German commentary exclusively for SPORT1+ and SPORT1+ HD subscribers. PLAZAMEDIA and Sky Deutschland extend their production framework contracts to mid-217 Constantin Medien AG announced on May 14, 212, that its subsidiary PLAZAMEDIA GmbH TV- und Film-Produktion and Sky Deutschland Fernsehen GmbH & Co. KG and Sky Österreich GmbH, respectively, extended their existing framework contracts in the areas outside broadcast (OB) and in-house production, which had originally been effective until the end of 212 and the end of 213, respectively, until June 3, 217. The new production framework contract covers services for both Sky Deutschland and Sky Österreich. PLAZAMEDIA produces UEFA Champions League matches for ZDF In the third quarter 212, ZDF commissioned PLAZAMEDIA TV- und Film-Produktion to provide technical production services for the UEFA Champions League 212/13 season for the domestic host broadcasting of the UEFA Champions League Wednesday matches. In addition, ZDF also commissioned PLAZAMEDIA to provide production technology for unilateral ZDF productions both in Germany and abroad. With the UEFA Super Cup, the Playoffs, the group stages and knockout rounds of the UEFA Champions League including the final on May 25, 213, PLAZAMEDIA therefore provides services for a total of 18 live broadcasts of the top tier. SPORT1+ airs NBA live and exclusively on German TV At the end of November 212, Sport1 GmbH obtained an exten sive rights package to the US National Basketball Association (NBA) for two years up to and including the 213/14 season. As part of this agreement, the pay-tv channel SPORT1+ will broadcast two live matches each week, the NBA Finals with a German commentary and weekly highlight magazine NBA Action. Additionally included are the post-exploitation rights to the NBA for SPORT1, SPORT1.de and the SPORT1- App. UEFA assigns PLAZAMEDIA to provide services for UEFA EURO 212 In late January 212, UEFA assigned PLAZAMEDIA GmbH TVund Film-Produktion to provide special camera systems during UEFA EURO 212 in June 212. In addition, PLAZAMEDIA, as requested by UEFA, provided the German production team, which was operating at the venues in Donetsk and Kharkiv, and was also in charge for the contractual handling of production and venue staff. PLAZAMEDIA produces winter sports World Cup events for ZDF In the fourth quarter of 212, ZDF commissioned PLAZA- MEDIA to produce a total of five winter sports World Cups in Sotschi/Russia in December as well as January to March 213. Awards for Constantin Film productions On January 2, 212, the Constantin Film co-production Wickie auf großer Fahrt received the Bavarian Film Award for best children's film 211. In addition, filmmaker Doris Dörrie was honored with the Director Award for her work on the Constantin Film in-house production Glück. The most successful theatrical comedy 212, Türkisch für Anfänger a production of the Constantin Film subsidiary Rat Pack was awarded the German Comedy Award at the end of October 212. On November 22, 212, the Culture-Clush comedy also received the media award BAMBI in the category Film National. 26

Constantin Film AG airs German film titles on American video portal On March 2, 212, Constantin Film AG announced its cooperation with the American video portal HULU, showing selected Constantin Film titles on HULU and HULU PLUS in the USA. This co-operation with the leading legal video portal opened up the option for Constantin Film AG to present its films to a new audience in their original German with subtitles. Constantin Film once again the most successful producer and distributor of German films In the reference funding of the German Federal Film Board (Filmförderungsanstalt, FFA) for 211, in early April 212, the Constantin Film Group was awarded the FFA Industry Tiger for the eighth time in the categories Production and Distribution. In this context, Constantin Film AG was granted refer - ence funding of EUR 2.33 million for production and funding of around EUR.94 million for distribution. Multi-year contract between Constantin Film and Sky Deutschland In an agreement lasting several years, Sky Deutschland secured the pay-tv first broadcasting rights for Constantin Film inhouse and co-productions scheduled to be shot until December 31, 215, and where Constantin Film AG receives the pay-tv rights. The agreement includes the already released titles Blutzbrüdaz and Wickie auf großer Fahrt as well as current productions "396 Days" or City of Bones. In addition to pay- TV broadcasting, the agreement covers exploitation of these titles via pay-per-view and video-on-demand. Given that TV production business will in future focus more strongly on the international market, Nadcon Film GmbH located in Cologne, a 51-percent subsidiary of Constantin Film AG, commenced operations on October 1, 212. Peter Nadermann, one of the most prominent German program-planners, is the Managing Director and partner of Nadcon Film. The company's agenda includes international co-productions with event character, documentaries and series. Strategic partnership between Constantin Film and Dream- Works On September 18, 212, Constantin Film AG announced the agreement of an output deal with the US studio DreamWorks. As part of this strategic partnership, Constantin Film AG was able to secure the German-speaking exploitation rights to many top-class productions by DreamWorks studios. The output deal, which applies to DreamWorks movies shot up to December 31, 216, includes the marketing rights for the areas Germany, Austria and Switzerland. Rainbow Home Entertainment AG acquires shares in Kuuluu Interactive Entertainment AG On January 22, 212, Rainbow Home Entertainment AG acquired a share of 22. percent in Kuuluu Interactive Entertainment AG, Pratteln/Switzerland, at a purchase price of approx. EUR 18 thousand. TEAM group sells music business to Highlight Event & Entertainment AG On April 1, 212, the sale of Highlight Event AG to today's Highlight Event & Entertainment AG and the related outsourcing of the music activities, including the projects Vienna Philharmonics and Eurovision Song Contest, out of the TEAM group were completed. Constantin Film AG is accelerating the focus on international markets As part of its internationalization strategy, Constantin Film AG and David Garrett, co-founder of Summit Entertainment and the former President of Summit International, jointly founded Mister Smith Entertainment Ltd. The company, managed by David Garrett, is headquartered in London and operates in the areas financing, co-financing and licensing of theatrical films for global distribution. New Management at TEAM On May 23, 212, Highlight Communications AG announced changes to the management of its subsidiary TEAM. As part of this restructuring, Simon Thomas (CEO) and Managing Direc - tors David Tyler and Patrick Murphy left the company. Senior Management consisting of Martin Wagner (Management Board delegate), Jamie Graham, Thomas Schmidt, Simon Crouch and Jan Werner have since been responsible for the operating business. Renewal of TEAM mandate by UEFA On December 6, 212, the UEFA and TEAM concluded a new agency agreement. In this, UEFA appointed its long-standing partner TEAM to market an extended package of commercial 27

212 Combined Group Management and Management Report Business and general conditions rights for the UEFA Champions League, the UEFA Europa League and the UEFA Super Cup for the seasons 215/216, 216/217and 217/218. When achieving contractual performance targets, the contract will automatically be extended for an additional three match periods until 22/21. As part of this new agreement, TEAM appointed Michael van Praag (Member of the UEFA Executive Committee) and David Taylor (CEO of UEFA Events SA) to the Board of Directors. Bernhard Burgener will remain the President and Martin Wagner the Delegate of Board of Directors, with Mr Taylor and Mr Wagner as the new Management Committee of the Board of Directors supporting the monitoring of operating activities. Capital increase at Highlight Event & Entertainment AG Fur purpose of financing the future development and expansion of operations, the company's Board of Directors resolved on May 1, 212, to execute a capital increase under preservation of the subscription rights of the existing shareholders. This capital increase was agreed on May 29, 212, with net proceeds of 8.66 million Swiss francs. General Meeting of the Highlight Event & Entertainment AG On May 11, 212, the General Meeting of the former Escor Casinos & Entertainment SA took place in Düdingen/Switzerland. The shareholders' resolutions included a name change of the company to Highlight Event & Entertainment AG. Focus of Highlight Event & Entertainment AG on event- and entertainment business With regard to the focus on the event- and entertainment business, the Group structures within the Highlight Communica - tions group were adjusted. As part of this, Highlight Event & Entertainment AG sold its 5.4 holding in Pokermania GmbH to the Highlight Communications subsidiary Rainbow Home Entertainment AG, Pratteln/Switzerland, on November 29, 212. In addition, Highlight Event & Entertainment AG no longer distributes AGI casino game machines since the start of 213. The Company now focuses on the further expansion of the growing event- and entertainment business. Expansion of the partnership of EBU and Highlight Event AG On December 12, 212, Highlight Event AG announced the conclusion of an agreement with the European Broadcasting Union (EBU), whose objective is to intensify the successful partnership of the last ten years. As part of this agreement, Highlight Event AG will support EBU in setting up a new marke ting and communications platform for the Eurovision Young Musicians project one of the world's most important competitions for young performers of Classical music. In addition, the two partners will in future co-operate in a joint venture for the merchandising activities of the Eurovision Song Contest, in order to further develop the brand Eurovision Song Contest. 1.3 Material legal factors Material legal factors affecting the free-tv channel SPORT1, the pay-tv channel SPORT1+ and the Bundesliga live channel LIGA total! are the German Interstate Broadcasting Treaty and the state media laws compliance being monitored by the individual media institutions from each German Federal State. SPORT1 as well as SPORT1+ and LIGA total! fall under the jurisdiction of the Bavarian Regulatory Authority for New Media (BLM). The free-tv channel SPORT1 has a broadcasting license until April 2, 215 and the pay-tv channel SPORT1+ until March 31, 22. Constantin Sport Medien as operator of LIGA total! was granted a broadcasting license until July 31, 217. The legislation on sweepstake shows, adopted by the State Media Authorities in February 29, includes inter alia stricter rules for call-in formats. The emphasis here is on protecting minors, and especially on stricter transparency requirements for sweepstakes. Since the State Gambling Treaty, that became effective early in 28, was declared contrary in key aspects to European law by the decision of the European Court of Justice on September 8, 21, set forth a state monopoly for operating sports betting as well as TV and internet advertising bans for sports betting, the Federal German States signed a new State Gambling Treaty on December 15, 211, which is to slightly relax these regu - lations. By now, Schleswig-Holstein has also joined this State Gambling Treaty. The new State Treaty that became effective on July 1, 212, now contains the option to grant a limited number of concessions, also for private providers of sports betting. In addition, there will be a ban, which reserves the right of permission regarding the advertising of sports betting offers on TV and online. So, the general legal conditions for advertis - ing the above-mentioned offers in the SPORT1 program and on the online platform SPORT1.de could improve as soon as and if the relevant concessions and advertising permits are 28

granted. Independently, gambling without placing money and games for amusement involving a stake of no more than 5 Euro cents per game are permitted. The German Federal Film Fund (DFFF) celebrated its fifth anni - versary in 212. With this tool, the German Federal Government promotes the production of theatrical films in Germany. The objective of the DFFF is to improve the macroeconomic conditions in the German film industry, to promote companies in film business and their international competitiveness and to sustainably expand the film production landscape in Germany as well to achieve other economic effects. The Federal Government announced at the end of September 212 that the German Federal Film Fund (DFFF) will be extended for a further three years, starting from January 1, 213. In addition, the Budget Committee of the German Parliament resolved to increase the culture budget for 213. The DFFF also profits from this increase, whose budget increases by an additional EUR 1 million to EUR 7 million per year. In 212, the DFFF provided funds of approximately EUR 58.4 million for a total of 115 theatrical films also including some Constantin Film productions. Since the start of the DFFF, grants totaling EUR 356 million were thus approved for 642 films. These figures show that the DFFF is not only highly important for the work of film production companies like Constantin Film AG, but also strongly impacts on the German economy. So far, these grants have led to follow-up investments for film production of approx. EUR 2.1 billion. Source: DFFF, Press release, January 16, 213 The Cabinet approved the draft law presented by the Ministry of Justice to restrict cease-and-desist letters, especially in the area of copyright, on March 13, 213. The law does not require approval and it is therefore virtually impossible for the Federal Council to block it. According to the draft law, lawyers would in future be allowed to charge private internet users committing copyright infringements for the first time in excess of EUR 155.3 for notices. Only in the case of special circumstances in individual cases a higher dispute value will be considered; according to the official justification, e.g. a quantity or severity of the legal violation exceeding the usual quantity or severity to the relevant extent can be decisive here. The courts will decide whether such a case applies. This law amendment will make it significantly more difficult for the rights holder to prosecute copyright infringements. Sources: Federal Ministry of Justice: Legal Draft, Combating Rogue Business Practices dated February 19, 213; Blickpunkt:Film online, March 13, 213 1.4 Market research and development Market and TV viewer research is used by Sport1 GmbH for monitoring the program line-up of its channels SPORT1 and SPORT1+ to continuously ensure the attractiveness of its programm, to acquire attractive license rights, to develop innovative formats and to ensure programming that accurately reflects viewer preferences. Sport1 GmbH is a licensee of the Arbeitsgemeinschaft Fernsehforschung, AGF, (Television Research Consortium), which commissions the Gesellschaft für Konsumforschung, GfK (Society for Consumer Research) to carry out ongoing viewer research. SPORT1.de regularly analyzes selected key performance indicators, as well. For this purpose, the Arbeitsgemeinschaft Online Forschung, AGOF (Online Research Group, AGOF) pro vided a uniform online currency, unique users i.e., the number of unique visitors to a website, also in 212. Furthermore, the Informationsgemeinschaft zur Feststellung der Verbreitung von Werbeträgern e.v., IVW (German Information Association for the Ascertainment of Distribution of Advertising Media) reports the monthly usage data for advertising media on the internet. Recorded page impressions (PIs) and visits also make it possible to detect trends in this industry sector. In addition to the purely quantitative performance data of content platforms, such as coverage and market share, qualitative data for advertising impact research are also an important performance indicator for marketers. In 211, Constantin Sport Marketing and mp neuro:impact carried out a joint neuromarketing study to measure the advertising impact in the sports environment. At the end of 212, in co-operation with BrandScience (research unit of the Omnicom Media Group Germany) and the method Limbic -MediaProfile by the Nymphenburg Group, an additional survey was carried out, which backs up the activating positive effect of SPORT1 formats on brands, because the association with the attributes of the sports TV environment results in a positive brand charging for viewers. Constantin Film AG continuously examines the development of the markets relevant for its business in order to be able to respond quickly to changing consumer behavior. Broad-based studies and research work for the development of the media 29

212 Combined Group Management and Management Report Business and general conditions industry are also used. Following the rapid development of the internet to become a mass media in the last years, and the ongoing strong increase in the distribution of Smartphones and Tablet-PCs, the mobile internet is becoming ever more popular, with the consumption of media contents independent of time and place gaining in importance for users. Media provid - ers are also taking note of this development by offering their consumers new options to individually use media contents via video-on-demand, online video libraries, or extensively stocked media libraries on many media platforms. In addition, a growing interest of TV audiences in digital channels and online videos was already apparent in 212 mainly due to the increase in the distribution of Smart-TVs. Especially in Western Europe, these internet-compatible TVs are on the rise. According to a study of the market research institute DisplaySearch (NPD group), more than 4 percent of TVs deliv - ered in Western Europe are internet-compatible. Globally, approx. 43 million Smart-TVs were delivered in 212, which according to DisplaySearch will increase to 95 million by 216. Sources: PricewaterhouseCoopers AG Wirtschaftsprüfungsgesellschaft, German Entertainment and Media Outlook: 212 216 ; Article Digitalisierung nagt an Sendern, Horizont, November 22, 212; NPD group DisplaySearch, Quarterly Smart TV Shipment and Forecast Report, Blickpunkt:Film online, October 22, 212 Constantin Film AG is observing these developments and including them into their production and exploitation strategies. Cinema as a special entertainment event still maintains its position next to the new media platforms, but these exploitation areas already significantly influence the later exploitation of films. In addition, Constantin Film AG collects market research data for its own films. In this context, in-house productions are subject to an audience test as part of screenings, and awareness figures are recorded for current theatrical releases, in order to be able to assess and possibly optimize the effect of the marketing activities for the relevant theatrical release. 1.5 Management system and performance indicators 1.5.1 Group management The Management Board of Constantin Medien AG is responsible for the strategy and control of the Group. With respect to the Group companies of the Sports Segment, operational responsibility lies with the particular management of each subsidiary. The companies within this segment are controlled through share holders meetings and similar bodies. Highlight Communications AG and Highlight Event & Entertainment AG as stock corporations subject to Swiss law and Constantin Film AG as a stock corporation under German law, are autonomously managed by the Board of Directors and the Management Board, respectively. As a shareholder, Constantin Medien AG influences the Highlight Communications group by means of its 47.3 percent interest. 1.5.2 Financial performance indicators Sales are the Constantin Medien Group s key control parameters for operating performance. For the purpose of controlling and classifying the return on capital achieved in the Group, further financial ratios are calculated several times per year, including return on equity and return on assets. These ratios are benchmarked with those of other companies. 1.5.3 Non-financial performance indicators and success factors Beyond the financial key performance indicators, non-financial performance indicators and success factors arising from the specific requirements of the particular business model are also of key significance for the Company's performance. A differ - entiation is made between the segments regarding the non - financial performance indicators. 1.5.3.1 Segment Sports In the free-tv area of SPORT1, these indicators include the daily coverage and market shares that are surveyed by Society for Consumer Research (GfK), the standardized online cover age currency unique users for the online-area, which were reported monthly in 211 by the Arbeitsgemeinschaft Online Forschung (AGOF). Moreover, the Informationsgemeinschaft zur Feststellung der Verbreitung von Werbeträgern e.v. (German Information Association for the Ascertainment of Distribution of Advertising Media IVW) monthly reports the page impressions (PI) and visits. In the pay-tv area, the key indicator is the number of subscribers. Technical coverage: Regarding SPORT1's appeal as a platform for advertisers, the technical coverage (via cable and satellite) of the channel is of great importance. Currently, SPORT1's coverage extends to almost 9 percent of all accessible households in Germany, which means that it can be received virtually anywhere. 3

Access to sports rights: To maintain and be able to expand its market share within the core target group, SPORT1 puts great emphasis on access to and availability of attractive sports rights. Thus, it is very important for the broadcaster to be included in the processes for awarding of such rights. This is especially the case for the broadcasting of soccer matches. Access within this sector is also dependent upon factors such as convincing programming concepts, a solid finance basis and a close-knit network of contacts with decision-makers in this area. Also, for the new pay-tv sports channel SPORT1+, accessibility and availability of attractive sports rights are important criteria in guaranteeing and successively raising the pay-value. Journalistic/Editorial expertise: To achieve appropriate audience or user coverage, which in turn forms the basis for economic advertising placements, SPORT1 has to ensure attractive and expert reporting of sports events on all of its platforms in the TV, online and mobile areas. In terms of viewer acceptance, but also in receiving the necessary regulatory permits, it is essential that audiences must perceive the broadcaster as having expertise in sports and journalistic credibility. With regard to the perception, accept - ance and satisfaction of viewers, the same applies to the Bundesliga channel LIGA total!, which has also to ensure a expert journalistic and competent editorial handling and presentation of the Bundesliga and the 2 nd Bundesliga. In light of the increasingly digital and convergent media usage behavior and the transformation of traditional TV viewers to users of cross-platform offers, the further develop - ment of technology and content are also essential. Capacity performance: The varied features and the production volume per match day pose maximum demands on performance in terms of highly complex technical processing and the skills of the entire team. All Bundesliga matches and the relevant conferences are produced in SD and HD for each match day. Added to this are the technical broadcasting implementation of 2 nd Bundesliga matches and conferences in SD. In addition, the error-free distribution via mobile devices and the supply of archives should also be ensured. This also largely relates to the necessary transmission security of live productions and an error-free, timely delivery and transmission of the product. In order to nationally and internationally compete, the perfor - mance in terms of production volume is of decisive importance for PLAZAMEDIA. The program-output produced in hours is a starting point for upstream and downstream services, making up a central performance indicator for the company's revenue possibilities, particularly compared to prior year figures. The program-output is analyzed according based on the following criteria (in ' hours). Program-output 212 211 Live vs. Non Live Traditional TV vs. IPTV Sport vs. Non Sports 224 of which 5 Live 224 of which 115 TV 224 of which 19 Sports 227 of which 36 Live 227 of which 111 TV 227 of which 189 Sports The success of PLAZAMEDIA largely depends on its ability to offer clients high quality and innovative services in the areas of OB, in-house, studio and post productions as well as in new media, program processing, technology, interactive, digital and mobile offers as well as multimedia content handling and digital archiving. Since technical innova tions rank among the strategic factors for success in the produc - tion services business, PLAZAMEDIA puts a special focus on the further development of its technological capabilities in order to fully meet the rising demand for innovative productions of high resolution. 31

212 Combined Group Management and Management Report Business and general conditions Strategic marketing expertise: The central marketing of the brands in the Sports Segment of the Constantin Medien Group covering the entire bandwidth of services in the sports media area enables Constantin Sport Marketing to meet the growing demand for cross-platform marketing strategies and the related networking of all communication models and measures. For successful marketing, high market penetration is of key importance, especially in all relevant media agencies, advertisers, associations and institutions both at the level of the decision-makers and at the operational planning level. 1.5.3.2 Segment Film Competitive pressure on the theatrical market has been extensive for years. Against this background, Constantin Film AG precisely monitors the activities of its competitors to release own productions under the best possible market conditions and season and in addition, also the effects of the exploitation of theatrical films in the context of the changing media usage behavior (increasing time- and location-independent consumption of content, e.g. smartphones and tablet PCs). In order to limit exploitation risk in a still saturated market environment, the focus is on lavish 3D productions, movies with event-character, family entertainment productions and bestseller adaptations. Also, with regard to the acquisition of literary material and scripts, as well as contracts with successful directors, actors and film studios, the Constantin Film group faces strong compe - tition. However, Constantin Film AG is working very closely with renowned and experienced screenwriters, directors and producers in Germany and abroad for decades, having a high level of know-how in the production of theatrical films and TV formats. Constantin Film AG's particular expertise in devel oping and producing films is documented in the fact that, with its in-house production Türkisch für Anfänger and the licensed film Fünf Freunde, two of the four German visitor millionaires in 212 came from Constantin Film AG. Source: Rentrak: Market statistic Germany for 212, January 213 1.5.3.3 Segment Sports- and Event-Marketing Extensive expert knowledge and experience in successfully marketing internationally TV and sponsorship rights for inter - national major sports events are essential to the success of the Sports- and Event-Marketing Segment. The most important requirement for the corresponding marketing mandates is a close, trusting business relationship with the rights holders. 1.5.3.4 Segment Other Business Activities Success in the Segment Other Business Activities is primarily due to extensive expert knowledge and experience in success fully marketing internationally TV and sponsorship rights for international event- and entertainment events, as well as a close, trusting business relationship with the rights holders. 1.6 Declaration of Corporate Governance pursuant to 289a HGB For the Declaration of Compliance that includes disclosures about corporate management practices and a description of working procedures of the Management Board and Supervisory Board, as well as the composition and working procedures of Committees, the reader is referred to the chapter Declaration on Corporate Governance pursuant to 289a HGB (page 12) and to our website: www.constantin-medien.de/investor Relations/ Declaration of Corporate Governance pursuant to 289a HGB (German Commercial Code). 1.7 Remuneration Report The remuneration report contains individualized remuneration split by components for the Management Board and the Super - visory Board of Constantin Medien AG. Furthermore, it describes the variable remuneration system of the Management Board of Constantin Medien AG. Remuneration principles of the Management Board The remuneration of the Management Board aims at offering an incentive for successful, sustainability-based corporate governance. As a result, the remuneration of each Management Board Member includes fixed and variable components. This remuneration system was approved by the Annual General Meeting of Constantin Medien AG on July 19, 211. The fixed remuneration is paid monthly as a salary. The mon - etary benefit of Management Board Members of the official car made available to them for business and personal use is shown together with the fixed remuneration. The variable remuneration components consist of a performance-based bonus (hereinafter called Bonus 1 ) set each 32

year by the Supervisory Board of Constantin Medien AG at its dutiful discretion and taking account of the result of the past financial year, and of a multi-year bonus (hereinafter called Bonus 2 ), whose assessment base, among others, is oriented to the development of the Constantin Medien AG share price and the results of the Constantin Medien Group in this period. The Supervisory Board also sets Bonus 2 at its dutiful discretion. Both bonuses are contractually limited. Bonus 2 can be paid out at the earliest after the consolidated finan cial statements as of December 31, 212 have been adopted. No adjustments were made to these benefits as part of the revised version of the Management Board contract with Mr Bernhard Burgener in December 212, until December 31, 216. Other payments includes the remuneration of the Management Board Members for performing their tasks on the Management Board or Board of Directors of subsidiaries or second-tier subsidiaries. The contracts of the Management Board Members also contain a so-called severance payment cap in the event that the relevant contract is prematurely terminated without good cause. There are no share-based payments to Management Board Members. There are also no payment guarantees to Members of the Management Board in the event of a change in control relating to Constantin Medien AG. The Management Board Members received neither loans nor advancements from Constantin Medien AG. Constantin Medien AG did not agree to any financial commitments in favor of Management Board Members. Remuneration of Management Board Members for the 212 financial year Short-term total remuneration of Management Board Members for the financial year 212 amounts to EUR 3,381,948 (previous year: EUR 2,867,19). In addition, as the share in the multi-year bonus, EUR 1, were recorded for Mr Bernhard Burgener and EUR 15, for Mr Antonio Arrigoni. Remuneration of the Management Board in EUR Fixed remuneration Current variable remuneration Other payments Total 212 Bernhard Burgener Antonio Arrigoni 45, 622,148 225, 225, 1,384,838 8,295 2,59,838 855,443 211 Bernhard Burgener Antonio Arrigoni 45, 619,259 15, 15, 1,489,237 8,613 2,89,237 777,872 Other payments to Mr Bernhard Burgener relate to his activities performed in his function as Chairman of the Management Board of Constantin Film AG as well as President of the Board of Directors and Delegate of the Board of Directors, as well as Member of the Board of Directors of various companies in the Highlight Communications group. Other payments to Mr Antonio Arrigoni relate to compensation for his activities performed as Member of the Board of Directors of Highlight Communications AG. Effective December 1, 212, Mr Thilo Proff left the Constantin Medien AG Management Board for personal reasons. For his tasks as COO Sports in the period from March 1, 212, until leaving the Company, Mr Thilo Proff received fixed remuneration of EUR 291,667. Moreover, severance payment of EUR 175, was recorded due to the termination of his employment. 33

212 Combined Group Management and Management Report Business and general conditions Remuneration principles of the Supervisory Board The remuneration of the Supervisory Board Members is regulated in 12 of the Articles of Association of Constantin Medien AG. In addition to reimbursement of expenditures incurred, Members of the Supervisory Board also receive fixed and vari - able remuneration. The variable remuneration component focused on the longterm success of the Company becomes due if the relevant Supervisory Board Member has been a member of the Supervisory Board for three full financial years, and the Group s net profit per share over the period of three years increased by an average of at least 15 percent p.a. The fixed remuneration for a Supervisory Board Member is EUR 2,, EUR 3, for the Deputy Chairman of the Super visory Board and EUR 6, for the Chairman of the Super - visory Board. For each membership in Committees, Supervisory Board Members receive an additional fixed remuneration. The fixed remuneration amounts to 5, Euro for a Member of a Committee, 7,5 Euro for the Deputy Chairman of a Committee and 1, Euro for the Chairman of a Committee. The variable remuneration comprises a short-term and a longterm component. The variable annual remuneration component focused on the short-term success of the Company becomes due if the Group s net profit per share is 1 percent p.a. above the Group's net profit per share of the previous financial year. Remuneration is paid on a pro rata basis for resignation or entry into the Supervisory Board during the year. The Supervisory Board Members received neither loans nor advancements from Constantin Medien AG. Constantin Medien AG did not enter any contingent liabilities in favor for the Members of the Management Board. Remuneration of Supervisory Board Members for the 212 financial year Total remuneration of the Supervisory Board Members for the reporting period amounts to EUR 385,454. This is broken down as follows: Remuneration of the Supervisory Board in EUR Fixed remuneration Current variable remuneration Other payments Total 212 Fred Kogel Werner E. Klatten Jan P. Weidner Dr Erwin Conradi Dr Dieter Hahn Dr Bernd Kuhn 75, 4, 3, 25, 3, 3, 15, 7,5 5, 5, 5, 5, 3, 41,477 41,477 12, 47,5 35, 71,477 76,477 35, 211 Fred Kogel Werner E. Klatten Jan P. Weidner Dr Erwin Conradi Dr Dieter Hahn Dr Bernd Kuhn 75, 4, 3, 25, 3, 3, 15, 7,5 5, 5, 5, 5, 327, 312, 41,919 43,66 417, 359,5 35, 71,919 78,66 35, 34

The other payments to Fred Kogel relate to his activities performed as Chairman of the Supervisory Board of Constantin Film AG. In the previous year, other payments also included payments in connection with the consultancy activities via Fred Kogel GmbH. According to DRS 17, the remuneration received by Mr Kogel in 212 in connection with the consultancy activ ities via Fred Kogel GmbH need no longer be shown as Board remuneration. The other payments to Dr Conradi and Dr Hahn relate to their activities performed on the Board of Directors of Highlight Communications AG. The other payments to Mr Werner E. Klatten in 211 include his remuneration for consultancy services to Highlight Communications AG. This consultancy agreement was terminated on December 31, 211. Further information on the Management and Supervisory Boards can be found within the Note Boards (page 8), the Note Declaration of Corporate Governance pursuant to 289a HGB (page 12) and in the Notes to the consolidated financial statements (page 86). 1.8 Overall economic conditions The global economy weakened in 212. This process already started mid-last year and gained in intensity in the course of 212. The reduction in economic momentum is primarily due to the significant structural adjustments in the Eurozone. The countries most affected by the sovereign debt crisis, i.e. Greece, Ireland, Portugal, Spain, Italy and Cyprus, made significant efforts with varying success to consolidate their state finances. Especially Greece remained a risk factor for the Euro - pean economy throughout 212, as well as for the devel opment of international financial and capital markets. The International Monetary Fund (IWF) in its study World Economic Outlook in October 212 again advised politicians to initiate plucky institutional reforms in order to get a grip on the sovereign debt crisis in Europe and trigger new confidence on the capital and financial markets and in the investing economy. The risk of a severe slowdown of global growth is alarm - ingly high, it stated. The IMF lowered its forecast of global growth for the whole of 212 by.2 percentage points compared to its July forecast, to 3.3 percent. For the Eurozone, the IMF assumed a reduction of economic performance of.4 percent in 212. Concerns regarding the solvency of countries strongly affected by the crisis, and the stability of their banking systems, unsettled investors, companies and consumers worldwide. Even though the announcement by the European Central Bank (ECB) in September 212 that it would significantly intervene in the government bond market somewhat stabilized the situation in the currency union, the confidence of producers and consumers in the Eurozone continued to drop until the end of the year. With an increase in economic performance of.7 percent in 212 (price-adjusted gross domestic product), the German economy was able to steer clear of the recessive trend in the Eurozone. However, growth the previous year had still been 3. percent. The German government stated that the German economy continues to be robust, which, among others, is apparent based on the slightly positive development of private purchas - ing power figures as well as a stable export business. Sources: International Monetary Fund (IMF): World Economic Outlook, Update October 212, ifo-institut, Munich: ifo-konjunkturprognose 212/213, December 13, 212, Federal Ministry of Economics: Press release, October 17, 212, Federal Statistics Office: Press release, January 15, 213 1.9 Sector-specific general conditions 1.9.1 Segment Sports TV and online advertising market According to the information and media company Nielsen, gross advertising investments in Germany in the full-year 212 achieved a volume of approx. EUR 26.2 billion for above-theline media (TV, radio, online, print, out of home, cinema), up.9 percent from EUR 25.9 billion last year. Nielsen states that the overall market saw a good start into the first quarter of 212 with a growth of 3.7 percent compared to the same period in 211. As in 211, the first half of 212 recorded higher sales than the second half of 211 at an increase of 2. percent, including due to preparative campaigns for UEFA EURO 212, which were moved forward. In spite of the Summer Olympics, the third quarter was the weakest quarter of the year. By contrast, the fourth quarter secured a balanced annual closure, the information and media company stated, with December closing at a slight minus, in spite of the fact that the Christmas business in December had been very successful for advertising: Companies invested EUR 278.7 million and hence an additional 14.9 percent in Christmasrelated advertising compared to December 211. Overall, at EUR 13.74 billion, the second half of 212 reached nearly the same level as the second half of 211, at EUR 13.75 billion. 35

212 Combined Group Management and Management Report Business and general conditions At a proportion of 43.3 percent (211: 43. percent), TV continued to be the by far strongest media category for above-theline media in spite of the reduction in TV use in 212 by.9 percent compared to the previous year. The online area reached 11.1 percent within the above-the-line media. For the TV area, Nielsen Media Research records an overall increase in gross advertising spendings from approx. EUR 11.1 billion (211) to approx. EUR 11.3 billion (212), a growth of 2. percent. According to a survey by the Circle of Online Marketers (OVK) published in 212, gross advertising investments in the online area were EUR 5.7 billion in 211. At the end of September 212, OVK predicted gross advertising investments of EUR 6.4 billion for all of 212, an increase of 12 percent compared to 211. In the September forecast, traditional online advertising make up the biggest proportion at approx. EUR 3.7 billion (+14 percent compared to 211). Nielsen Media Research GmbH, whose survey focuses only on traditional display advertising in the online area, shows gross advertising investments of approx. EUR 2.9 billion for the online advertising market in 212, a disproportionately strong growth compared to the total advertising market of 17.3 percent compared to 211. Sources: Nielsen Media Research GmbH, Press release, January 17, 213; OVK Press release, September 12, 212; Nielsen Media Research GmbH; January 211 December 211; January 212 December 212; ARD/ZDF Online Studies 211 212 Pay-TV and IPTV According to the auditing company PricewaterhouseCoopers (PwC), revenues of the German TV market from pay-tv and IPTV as well as cable and satellite services in 211 went up by 5.4 percent compared to the previous year. Growth drivers particularly included the high demand for HD and sports offers. According to PwC, the number of pay-tv households in Germany was 5.3 million. In its study published in October 212 entitled German Entertainment and Media Outlook: 212 216, the auditing company projects an increase to 5.9 million households for 212. This corresponds to an increase of 11 percent. As reasons for the growth in the pay-tv area, PwC mentions the increased demand for additional pay-tv packages with cable network operators and the increase in subscriber numbers to the biggest pay-tv platform Sky. The distribution of IPTV also rose further in 212 since 21, there has been a slight shift from cable to satellite and IPTC reception, PwC states. The number of IPTV households in Germany in 211 was 1.5 million, after 1.4 million in 21. For 212, PwC in its study expects an increase to 1.6 million. Source: Study German Entertainment and Media Outlook: 212 216, PricewaterhouseCoopers AG Wirtschaftsprüfungsgesellschaft, October 212 Production services The development of the TV advertising market is a key indicator for the German production market. As the gross figures of Nielsen Media Research show, the TV advertising market enjoyed a slightly positive development in 212, with an increase of 2 percent compared to the previous year. UEFA EURO 212 in Poland and the Ukraine, and the Summer Olympics in London, additionally had a positive impact on the sports production market in 212. This generally resulted in a good development of demand, especially for high quality HD productions. Source: Nielsen Media Research, Press release, January 17, 213 The need to develop innovative production concepts is increas - ing due to the cross-platform use of content involving new exploitation tools. A broad service and production spectrum as well as interactive, digital and mobile services with flexible filebased workflows are required for this. In addition, HD productions are gaining in importance because more than 7 programs in Germany are already aired in HD. Source: Study German Entertainment and Media Outlook: 212 216, PricewaterhouseCoopers AG Wirtschaftsprüfungsgesellschaft, October 212 Marketer market The TV advertising market continues to face strong competition both in its own media category but also from other media cat - e gories, with corresponding condition-driven marketing models. In addition, pressure on terms is also worsening as a result of the steadily increasing gross advertising funds available especially in the areas online, mobile and TV. This is due to the new digital offers and platforms, the increasing fragmentation in the TV landscape. In terms of TV marketers, there were hardly any changes to their market share compared to 211, and no new competitors entered the market. The advertising industry continues to be 36

dominated by the two major marketing companies, IP Deutschland and SevenOne Media, which in 212 managed a joint share of advertise of TV gross investments of 77.5 percent according to the adjusted Nielsen advertising trend (adjusted Nielsen advertising trend 211: 77.2). The two public channels remained stable at a share of 4.5 percent of gross advertising revenues. TV service production The situation for German TV producers remained difficult in the past year. A study by the Association of German TV and Film Producers published in February 213 concluded that its economic situation is increasingly deteriorating. 58 percent of the companies interviewed stated that their profit margin had noticeably declined in the last ten years. According to the current online marketer rankings of the Arbeitsgemeinschaft Online Forschung (AGOF) (as at November 212) 63 online marketers are still represented. The online area therefore showed a significantly higher fragmentation than TV. Based on the online marketers included in the Nielsen advertising statistics, the Top 5 (Interactive Media, United Internet Media, SevenOne Media, Ebay Advertising Group and Axel Springer Media Impact) made up a share of advertise of 58.3 percent of the total online gross advertising volume. Together with IP Deutschland, Tomorrow Focus Media, Microsoft Advertising, IQ Digital Media Marketing, G+J Electronic Media Sales, this share reached 78.5 percent (Top 1). Sources: Nielsen advertising statistics; Nielsen Media Research GmbH; January 211 December 211; January 212 December 212; AGOF internet facts 212-11 1.9.2 Segment Film Theatrical production/rights acquisition 212 saw a strong demand of high quality films worldwide, result ing in lively license trading on the film markets in Berlin, Cannes, Toronto and Los Angeles. Particularly providers from countries with high growth in the cinema area, such as Russia, Asia or South America, noticeably increased prices in the competition for best films, further intensifying the pricing pressure for promising films, which had already been high for several years. Nationally, the Federal Cabinet enacted the draft law to update the Film Funding Act (FFG) on November 7, 212. Since the film contributions payable to the German Federal Film Board (FFA), which had raised a lot of protest among major cinema chains, are due to end on December 31, 213 accord - ing to the current FFG, an updated FFG must still be issued in this legislative period. The new FFG specifies inter alia that all exploiters of theatrical films i.e. cinemas, companies in the video industry including online providers (meaning video-ondemand providers with head offices abroad), TV channels and marketers of pay-tv programs have to pay a contribution to the FFA. The main cause for this development mentioned in the study are stagnating budgets and lower prices for minute, which affect almost three quarters of respondents. Especially private TV channels financed by advertising moved towards commis - sion ing relatively affordable formats such as scripted realities more frequently since the advertising crisis in 28. But the public broadcasters, as well pursue a consistent savings course in programming, demonstrated by the study of e.g. the ARD crime series Tatort : Whereas in 24, a budget of EUR 1.43 million had still been available for each episode, producers in 211 had to manage on an average EUR 1.27 million. In addi - tion, the number of shooting days in this period also went down from 28 to 22 to 23. The situation is further aggravated by the fact that TV pro - duc ers are increasingly forced to bear costs such as for screen play development previously paid for by the channels. The companies interviewed close the gap between effective expendi ture and the costs born by the relevant customer in differ - ent ways. Roughly half of them stated that this deficit eats into their profits, whereas 22 percent of producers are attempting to lower own costs accordingly. Only 15 percent of respondents said that they are negotiating covering this gap of additional exploitation rights and revenue claims with the TV channels. Source: Association of German TV and Film Producers, Producer Study 212 Theatrical distribution With a box office of EUR 1.33 billion in 212, German cin e- mas were able for the first time to exceed the 1 billion revenue threshold. Compared to the previous year (EUR 958.1 million), a plus of 7.8 percent could be realized. The increase in total viewers was less noticeable at 4.2 percent. Nevertheless, at 135.1 million viewers (211: 129.6 million), the highest figure since 29 could be achieved. These results show even more clearly than in the previous year that cinemas are still capable of competing even in the tough competition with other media and leisure activities. 37

212 Combined Group Management and Management Report Business and general conditions This upturn was driven on the one hand by the surprising success of the comedy The Intouchables released in early January 212, which attracted nearly 8.9 million viewers, keep - ing viewer and revenue figures above prior year values well into the summer months. On the other hand, the months of November and December were among the strongest in revenue in the history of Germany cinema, with a box office of almost EUR 12 million. Movies released during this period included the audience magnets Skyfall (7.5 viewers), The Hobbit: An Unexpected Journey (4.5 million viewers) and Breaking Dawn Part 2 (3.6 million viewers). Drop of bitterness to the 212 record of success was the performance of German in-house and co-productions. After the good results of the previous year, in which 27.9 million tickets of German films were sold, this figure fell by 14. percent to 24. million in the year under review. The market share of German productions by viewers fell accordingly from 21.8 percent to 18.1 percent. This year's most successful German film by far was the Constantin Film co-production Türkisch für Anfänger (2.4 million viewers), followed by Cloud Atlas (1.5 million viewers) and the Constantin Film licensed film Fünf Freunde (1.4 million viewers). Source: German Federal Film Board, Press release, February 5, 213 Home Entertainment In total, the Home Entertainment industry generated revenues of EUR 1.71 billion in 212 and thus just above the year before (EUR 1.74 billion). With this strong result, the industry achieved the best revenue value since the record year 24. The 8% increase on the video rental market from EUR 277 million to EUR 299 million compensated for the slight reduction in the video sell-through market of 1 percent to EUR 1.411 billion (211: EUR 1.427 billion). In the video sales market, revenues shifted further from DVD to Blu-ray and to the sale of digital contents. Sales of DVDs decreased by a further 9 percent year-on-year to EUR 1.22 billion (211: EUR 1.127 billion). Nevertheless, at a sales market share of more than 72 percent, DVDs are still by far the most popular medium of the video sales markets. Blu-rays generated annual sales of EUR 343 million, an increase of 28 percent compared to the previous year (EUR 268 million*). Digital distribution (electronic sell-through) enjoyed an even stronger growth with a sales increase of more than 43 percent to EUR 46 million (211: EUR 32 million). The same development could be observed on the video rental market. There, rental revenues for DVDs went down by approx. 11 percent to EUR 173 billion (211: EUR 194 million*), whereas Blu-ray revenues rose by more than 32 percent to EUR 49 million (211: EUR 37 million). *Difference compared to the presentation in the 211 Annual Report based on subsequent calculations by the GfK With revenue increases of 71 percent to EUR 77 million (211: EUR 45 million), digital rental via video-on-demand or pay-per-view experienced a genuine boom. Online order services involving mail dispatch was also able to increase significantly by 35 percent to EUR 31 million (211: EUR 23 million). By contrast, stationary supply (video stores and machine rental) suffered a drop in sales of 8 percent to EUR 191 million (211: EUR 28 million). Sources: GfK Consumer Panels Video sell-through market physical and Video rental market physical, Key facts for December 212; Federal Association for Audiovisual Media (Bundesverband audiovisuelle Medien e.v., BVV), Press release, February 14, 213 License trading/tv exploitation Two of the most important and most discussed terms in the TV industry in 212 were digitization and Smart-TV. By now, almost 72 percent of German households watch digital TV and therefore have access to a significantly larger range of channels. In addition, a growing interest of TV audiences in digital channels and online videos was already apparent in 212 mainly due to the increase in the distribution of Smart-TVs. Source: Article Digitalisierung nagt an Sendern, Horizont, November 22, 212 The major TV channels are thus given the opportunity to win back audience through high quality and innovative content and to arouse the interest of new groups of viewers. Since all studies reveal one thing concerning TV: Currently, viewer interest in TV is bigger than it has been for a long time. This is also evidenced by the temporary figures published by Electrical and Electronic Manufacturers' Association, ZVEI (Zentralverband Elektrotechnik- und Elektroindustrie e.v., ZVEI), whose market researchers are predicting that ten million TV sets will be sold in 212 an increase of 4.7 percent compared to the previous year. All devices sold were HD-compatible, clearly documenting the higher requirements of TV consumers. This is because, in addition to extremely defined images, these TVs also offer additional options, such as connecting to the 38

internet and recording. Source: Zentralverband Elektrotechnik- und Elektroindustrie e.v. (Electrical and Electronic Manufacturers' Association), Press release, December 19, 212 1.9.3 Segment Sports- and Event-Marketing The advertising market only slowly recovered from its strong reduction in 29. In 212, this development was primarily due to the ongoing recession in the Eurozone. Against this background, the media planning and procurement company ZenithOptimedia in December 212 lowered its forecast for global advertising growth in 212 from 3.8 percent anticipated in September 212 to 3.3 percent. Sources: ZenithOptimedia, Advertising Expenditure Forecast, September 212 and December 212 The internet continues to be the fastest growing advertising medium by far, which is primarily due to display advertising, with annual growth of 2 percent. The growth driver is advertising in social media and in the online video area, at an increase of approx. 3 percent per year. As a result, the pro portion of the internet in global advertising spending between 22 and 212 went up by 15 percent, whereas the proportion of newspapers fell by 12 and the proportion of magazines fell by five percent. Source: ZenithOptimedia, Advertising Expenditure Forecast, December 212 Given the advancing digitization of the media market, TV consumers are now encouraged to break up their main TV packages using over-the-top (OTT) services. A steadily increasing number of consumers holds more than one linked device offering an alternative to pay-tv subscriptions. Such devices enable consumers to watch the TV programs of their choice whenever they want either free of charge or as part of a prepayment model a particularly popular choice for younger viewers. How - ever, even in countries like Great Britain, where OTT services are enjoying particular growth, the role primarily consists in allowing viewers to watch TV programs after these have been aired, and less in providing a tailored channel for TV contents. Source: Pay OTT TV - http://www.payott.tv/212/4/9/time-shave-cut/ The sports market was able to maintain its position in a difficult 212, with major events reaching a new level of popular - ity, which was also reflected in the higher revenues from sports media and sponsorship rights. This growth is partially due to major events such as the Olympics in London and the Soccer European Championship. But revenues also went up consist - ently without taking account of these events. Technological progress enabling higher quality coverage also adds to this. As a result of the growth of social media, the TV channels were also able to target their offer to sports fans even more, to arouse more interest and finally to create added value based on their broadcasting rights. Source: PricewaterhouseCoopers AG Wirtschaftsprüfungsgesellschaft: "Changing the game Outlook for the global sports market to 215", December 211 Sponsors continue to be willing to financially support sports event. For this, they are using an increasing more intricate data collection system in order to obtain more information and knowledge about consumers. These data can also be used in order to meet the growing demand for information regarding the profitability of sponsorship investments. Source: PricewaterhouseCoopers AG Wirtschaftsprüfungsgesellschaft: Changing the game Outlook for the global sports market to 215, December 211 1.9.4 Segment Other Business Activities As a result of the still depressed economic environment in some regions specifically in Southern Europe the framework conditions for the cultural sponsorship area remain tense. For business and economic reasons, many companies in these countries concerned are only able to provide limited financial resources for cultural and entertainment events. As a result, the venue of the Eurovision Song Contest is also gaining in importance for sponsorships. TV channels as well are pursuing a consistent savings course particularly in the music and cultural area of public channels which so far has not yet had a noticeable effect on top events in this area, such as the Vienna Philharmonic Orchestra s New Year s Concert and the Eurovision Song Contest. According to the German Association for Information Technology, Telecommunications and New Media (BITKOM), the computer and video games market in Germany will soon face drastic changes. On the one hand, the internet is gaining in importance as a market place, because 63 percent of active players are already using the free online gaming offers, and 41 percent of new games are bought in app stores for mobile devices. These figures clearly show that many players no longer want to go with - 39

212 Combined Group Management and Management Report Business and general conditions out the comfort of accessing a variety of games at any time. On the other hand, this high level of availability and the ever increasing range of games mean that gaming on the whole is on the rise. Whereas in 28, only 28 percent of all Germans played games more or less regularly, last year this was 35 percent. Particularly noticeable are the growing number of women, whose proportion went up from 22 to 28 percent between 28 and 212, and of players between 3 and 49 years of age, whose proportion even increased from 27 to 38 percent. strong competition of sports broadcasts on other channels including the Soccer European Championship, the UEFA Champions League, the Soccer World Cup qualification and Formula 1. On the other hand, the further progress of digitization and fragmentation also intensified competition for cover - ages and market shares. New male-oriented free-tv and pay-tv channels as RTL Nitro or Sky Sport News HD are increasingly competing with SPORT1. Source: BITKOM press conference "Gaming in Germany", August 13, 212 1.1 Business performance of the Group Segments 1.1.1 Segment Sports Free-TV The 212 annual market shares of SPORT1 stood at.7 percent of viewers overall (viewers aged 3+) and 1.1 percent of males aged 14 to 49 years, which was slightly behind the prior year's level (211:.9 percent aged 3+; 1.5 percent males 14-49). Handball European Championship 212 Moto2 Sachsenring 212 The 2 nd Soccer Bundesliga reporting of SPORT1 was again successful in 212: For instance, 1.8 million viewers (aged 3+) followed the Monday live match between Fortuna Düsseldorf and Eintracht Frankfurt on the 21 st game day at peak cover age.in December, the peak value even reached 1.9 million viewers (age 3+) for the match between 1. FC Köln and Eintracht Braunschweig. In 212, the most successful episode of Doppelpass attracted excellent nearly 1.6 million viewers at peak coverage. The reasons for this development were, first of all, the new start dates for the second leg of the Soccer Bundesliga and the resulting delayed reporting on SPORT1, and particularly the Apart from soccer, SPORT1 achieved significant coverage successes in January with live broadcast of the Men's Handball European Championship in Serbia: 1.5 million viewers followed the final between Denmark and Serbia at peak coverage. The extensive live reporting of the Ice Hockey World Championship also achieved good coverages, in spite of the disappointing performance of the German national team: At peak coverage, 4

nearly 1. million viewers (aged 3+) watched the group match of the German national team versus Russia. In addition, the live reporting of the Motorcycling World Championship MotoGP attracted much interest: Up to 1. million viewers (aged 3+) followed the France GP on their TV screens in May. Source: AGF/GfK Fernsehforschung (TV Scope), July 1 December 31, 212 Pay-TV In 212, SPORT1+ added further attractive live sports to its extensive rights portfolio: In September, it obtained the German-speaking rights to the US National Football League (NFL) for an additional three years up to and including the 214/15 season. As part of this agreement, the pay-tv channel will be broadcasting up to 8 live matches per season including the Super Bowl. In October, die Sport1 GmbH also again acquired the live rights to the Turkish Airlines Euroleague Basketball with up to 42 season matches, including the matches of the two German clubs Brose Baskets Bamberg and ALBA BERLIN, selected playoff matches and the Final Four tournament, as well as for volleyball all matches of VfB Friedrichshafen as part of the CEV Champions League. NBA Miami Heat vs. Dallas Mavericks 213/14 season were acquired for SPORT1+. As part of this agreement, the channel will be broadcasting several live matches per regular season and the playoffs, as well as the weekly highlight magazine NBA Action. Prior to the license agreement, the live match ALBA Berlin versus Dallas Mavericks was aired as part of the NBA Europe Live Tour 212. In international soccer, SPORT1+ moreover reported on various UEFA EURO 212 test matches and matches of national European cup competitions in England, Italy and France, the FA Cup, Coppa Italia and the Coupe de France. In 212, the channel again broadcast many live hours in Tennis of all ATP World Tour 1 tournaments and nearly all ATP World Tour 5 tournaments. From May to September, the program of SPORT1+ again included live broadcasts of the Samsung Diamond League, Athletics, as well. The extensive program offer was rounded off with the German volleyball national team s matches at the FIVW World League as well as with numerous motor sports highlights, such as the live broadcasts of MotoGP, the FIM World Speedway or the Red Bull X-Fighters. Online and Mobile With a total of 378 million visits, 212 was the strongest year in terms of coverage since the launch of SPORT1.de. Compared to the previous year, SPORT1.de was again able to expand the number of visits of its online platform: Compared to 211, visits increased by 1.3 percent to an average of 31.5 million a month. The "all-time high" in March 212 of 34.5 million visits is especially worth mentioning. In terms of page impressions, SPORT1.de achieved a total of around 2.9 billion in the reporting period, being slightly below the figure of 211 (3.1 billion page impressions). With an average of 239.8 million page impressions per month, SPORT1.de nonetheless remains market leader among German sports portals in 212. The number of unique users of SPORT1.de also increased com - pared to 211: On average, in the first three months of 212, 3.12 million unique users on average visited the online platform. Compared to the previous year, at an average of 3.5 million unique users, this corresponds to an increase of 2.3 percent. April with 3.56 million unique users also deserves a special mention, exceeding the by then highest value of 3.46 million in August 211. At the end of November, an extensive rights package to the US National Basketball Association (NBA) up to and including the In the first half of 212, this positive development was particu - larly characterized by soccer: Apart from the exciting final 41

212 Combined Group Management and Management Report Business and general conditions stage of the Soccer Bundesliga and the UEFA Champions League final, SPORT1 users in June particularly focused on the UEFA EURO 212. The Handball European Championships, the Biathlon World Championships, the Ice-Hockey World Championship, the start of the Formula 1 season and the NBA playoffs also contributed to the positive development of coverage. In the second half of 212, SPORT1.de users were particularly interested in the Summer Olympics in London, the kick-off of the Soccer Bundesliga, the international transfer period, the Formula 1 and last but not least the success of the German Bundesliga clubs in the qualification rounds of the UEFA Champions League and the UEFA Europe League. Due to the consistent expansion of the content of the SPORT1- App, combined among others with the optimization of the live ticker, the iphone/ipad-app was downloaded a total of 1.8 million times in 212 (211: 1.5 million downloads). The success of the SPORT1-App was confirmed by the Mobile Facts I/212 published by AGOF, which lists the SPORT1-iPhone-App as one of the sports apps with the highest coverage, reach ing rank 11 of Top 15 applications with 514, unique users (survey period: September 19 to October 19, 212). Downloads of the android app also remained high: The number of unique downloads of the android app was more than 626, at the end of 212. SPORT1-App for Xbox On-demand figures in the video segment for 212 averaged at 3.7 million per month in the online and mobile areas of SPORT1.de/ SPORT1-App, and 1.1 million on YouTube, an increase compared to the prior year value (online and mobile area: 3.5 million on average,.45 million at the SPORT1-You- Tube-Channel). Here, videos on the Soccer Bundesliga, the Handball European Championship and UEFA EURO 212 dominated. Compared to the previous year, in 212, the number of registered users of the livestream platform went up by 52 percent to 16, users. This increase is particularly due to online moving image rights for the DKB Handball-Bundesliga, the Handball European Championship, the Beko BBL, the Basketball Euroleague, the World Darts Championship as well as the NBA and NFL. Sources: IVW 1-12/212, AGOF internet-facts 211/212, AGOF - mobile-facts II/212, Intern/Sitestat/com SCORE 211/212, App- Figures 212, Google Play Android Developer Console 212 IPTV As usual, LIGA total! again broadcast all second leg matches of the Bundesliga and 2 nd Bundesliga for the 211/12 season and the first leg of the 212/13 match period live and in conference feed as well as extensive summaries. The Bundesliga matches and the corresponding conferences were also shown in HD. Numerous technical features were again available to viewers, such as Personal Conference. The Bundesliga and 2 nd Bundesliga matches including conferences also continued to be available live via UMTS-compatible mobile devices. In the year under review the interactive LIGA total! Fan Voting was introduced in January. Here, TV viewers via their remote and users on www.ligatotal.de can participate in topical surveys during the broadcast, which are also integrated on air. Production services As in previous years, on behalf of the pay-tv provider Sky, PLAZAMEDIA again produced the free practice sessions, the qualifyings and races live during the entire Formula 1 season 212. Furthermore, also for Sky, PLAZAMEDIA produced ten matches of the UEFA Champions League and the UEFA Europa League in the 211/212 season. For ZDF, PLAZAMEDIA in the first quarter of 212 produced two high quality biathlon events: PLAZAMEDIA was responsible 42

for the broadcasting technology and editing suites at the IBU Biathlon World Cup in Khanty Mansyisk (Russia). At the IBU World Championships Biathlon at Ruhpolding, PLAZA- MEDIA provided technical broadcasting support for ZDF. In the second quarter, prior to the UEFA EURO 212, PLAZA - MEDIA implemented the production of three test matches as host producer for Infront Sports & Media. During the UEFA EURO 212, PLAZAMEDIA on behalf of UEFA provided numerous services, which included the contractual handling of the German production team, the provision of special camera systems as well as venue staff in the new media area. Also in the second quarter, PLAZAMEDIA was responsible for the host production of the Volleyball World League in Frankfurt and the Volleyball Olympia Qualification in Berlin as requested by the German Volleyball Association. In addition, PLAZA - MEDIA was host broadcaster of the DIVA Award 212 for Constantin Entertainment in the same reporting period. Following the commission for technical broadcasting services for the UEFA Champions League season 212/13 by ZDF, in the third quarter, PLAZAMEDIA started its host broadcasting with the match between FC Bayern München and Valencia CF. In the fourth quarter, ZDF also commissioned PLAZAMEDIA to produce five winter sports World Cups in Sotschi/Russia. In December, the company was responsible for technical broadcasting services at the FIS Ski Jumping World Cup for unilat - eral broadcasts by ZDF in HD and in Dolby 5.1, providing broadcasting technology including OB vehicles, edit suites and production staff. In the third quarter, Infront Sports & Media AG commissioned the PLAZAMEDIA subsidiary PLAZAMEDIA Swiss with the host broadcasting of ten qualification matches for the 214 FIFA World Cup in Moldova and Liechtenstein. The production period will continue until October 213. IBU World Championships Biathlon in Ruhpolding Marketing At the beginning of 212, SevenOne Media GmbH received the marketing mandate for teletext, online and mobile in the portfolio of Constantin Sport Marketing. The marketing of TV offers and the superior marketing including the cross-media, integrated and strategically relevant concepts continues to lie with Constantin Sport Marketing itself. From the start of the 212/13 Soccer Bundesliga season, Constantin Sport Marketing agreed an extensive and long-term cooperation with Volkswagen. At its core, Volkswagen assumed the title sponsoing of the soccer talk Der Volkswagen Doppelpass, which is aired on Sundays. In addition, the co-opera-tion covers co-sponsorships of Bundesliga Pur and Bundes liga Der Spiel - tag as well as category sponsorships in the Bundesliga environ - ment and placements on SPORT1.de and in the SPORT1-App. In in-house production, PLAZAMEDIA was able to expand its co-operation with IMMS and since July has been responsible not just for My German TV but also for the playout of the channels My German TV+ and TV Sports. The assignment includes the entire broadcasting operations as well as the equipment coordination of both channels, the on-air-design and the website. The existing co-operation for the 2 nd Soccer Bundesliga with the Japanese car manufacturer Suzuki was also renewed. As previously, Suzuki will act as co-presenter of the 2 nd Bundesliga on TV and take over the exclusive channel presenting on SPORT1.de. In addition, Suzuki acts as title sponsor of the interactive crossmedia concept of the Suzuki Fanbotschafter on TV, online and on the own Facebook fansite. 43

212 Combined Group Management and Management Report Business and general conditions HANKOOK Reifen Deutschland GmbH again is the second copresenter for the broadcasts Bundesliga Pur and Bundesliga Der Spieltag, who, as in previous years, is additionally the main sponsor of the car magazine Die PS PROFIS. In terms of event highlights, for the 212 IIHF Ice Hockey World Championship, the co-operations with Skoda and Kyocera continued in the sponsorship segment for TV and online, as in previous years. During the UEFA EURO 212, Hasseröder Brewery became the title sponsor of Hasseröder EM-Doppelpass on TV and extended the sponsorship on SPORT1.de and the Facebook pages. Also for UEFA EURO 212, the Henkel AG & Co. KGaA Men Cosmetics brand Right Guard took over the exclusive presenting of the format EM Aktuell, while also provid - ing the TV and online sweepstakes as part of Hasseröder EM-Doppelpass. As part of adding new projects to the portfolio under the multi - media umbrella brand SPORT1 in the print ( SPORT1 Bundesliga Sonderheft ) and event areas ( SPORT1 Trackday 212 ), Constantin Sport Marketing was already able to attract well-known partners, such as Volkswagen, Suzuki, SCHÖNER WOHNEN for the Sonderheft, and Fiat with the brand Alfa Romeo for the Trackday. Der Volkswagen Doppelpass 44

Fünf Freunde 2 1.1.2 Segment Film Theatrical production/rights acquisition In 212, the production activities of Constantin Film AG focused primarily on internationalization, because the Company will in future devote itself more strongly to the production of big English-speaking titles for the global market. The production schedule 212 also reflects this increased focus on international films: Of the total of seven in-house and coproductions shot in the reporting year, three were aimed at global exploitation. Shooting of the international Constantin Film co-production The Mortal Instruments City of Bones directed by Harald Zwart commenced in Toronto in August 212. The film is based on the internationally renowned bestseller book series The Mortal Instruments by Cassandra Clare and will be released in German cinemas at the end of August this year. A theatrical release in mid-october 213 is planned for the in-house production Tarzan a computer-generated realization of the famous jungle hero's adventures in 3D. In addition, shooting of 396 Days the last project still triggered by Bernd Eichinger about the kidnapping, imprisonment and escape of Natascha Kampusch, began last year. The film started in Germany at the end of February 213. Production in the German-speaking area in the past year included two Constantin Film co-productions with SamFilm GmbH: the horse adventure Ostwind directed by Katja von Garnier (theatrical release: March 21, 213) and Fünf Freunde 2. The sequel to last year's success based on the novels by Enid Blyton was released at the end of January and has so far attracted more than 94, viewers (Status: March 17, 213). The Olga Film production Da geht noch was! starring Florian David Fitz, which had been shot in 212, is currently in post-production and due to be released to German cinemas at the beginning of September. 45

212 Combined Group Management and Management Report Business and general conditions which Constantin Television produced in 212 and which was broadcast on ARD at the end of September. Sources: www.digitalfernsehen.de dated April 3, 212, Blickpunkt:Film online, April 2, 212, May 1, 212 and September 29, 212 In mid-september 212, Constantin Television GmbH started shooting the television play Dampfnudelblues a TV service production for ARD (Degeto), based on Rita Falk's popular Lower Bavarian crime novel. In the fourth quarter of 212, shooting of the ARD production Und bist Du nicht willig started the first episode of the new Hamburg Tatort starring Til Schweiger the new commissioner, which Constantin Television realizes in co-production with Polyscreen. Both films will be aired in the current year. 396 Tage In rights acquisition, Constantin Film secured the German exploitation rights to the American horror film The Green Inferno and the horror comedy Scary Movie 5 at the 212 Cannes film market. The fifth part of the Scary Movie series is due to be released to German cinemas in mid-april. In addidition, Constantin Film in the third quarter of 212 also secured the theatrical and video rights to the US comedy Imogene starring Comedian Kirsten Wiig and the thriller Motel starring Robert de Niro. TV service production Several TV productions by Constantin Film subsidiaries achieved very pleasing viewer ratings in 212. For instance, the northern-german rural comedy Fischer fischt Frau, which Constantin Television GmbH produced for ZDF and which was aired in early April, attracted 4.75 million viewers overall and a top market share of 14.5 percent. The same is true of the MOOVIE the art of entertainment production Trauma, a new episode of the ZDF crime series Rosa Roth, reaching an excellent market share of 18. percent overall in late March 212 (more than 5.6 million viewers). The comedy Rat mal, wer zur Hochzeit kommt a Rat Pack production on behalf of ARD achieved a very good total audience market share of 12.5 percent in late April. More than 3.5 million viewers watched the romantic comedy Zwei übern Berg, Das Adlon. Eine Familiensaga The major TV project for MOOVIE the art of entertainment GmbH in 212 was the extravagant three-parter Das Adlon. Eine Familiensaga, which was directed by Uli Edel, and included performances by a star-studded cast (e.g. Josefine Preuß, Heino Ferch, Anja Kling, Christiane Paul, Ken Duken and Jürgen Vogel). The TV event was aired on ZDF at the beginning of January 213, achieving coverages between approx. 8.3 and more than 8.7 million viewers and excellent market shares between 22.5 percent (1 st part) and 25.7 percent (3 rd part). Source: Blickpunkt:Film online, January 7, 8 and 1, 213 46

Türkisch für Anfänger In the TV-Entertainment area, Constantin Entertainment GmbH in the past year was again confronted with the strong cost aware ness of the TV channels when acquiring new commis - sions. For instance, the courtshow Richter Alexander Hold, which had been successful for years, was canceled after more than 2, episodes. Nevertheless, in the reporting year, Constantin Entertainment was able to realize a number of new formats, in cluding the scripted reality Schicksale und plötzlich ist alles anders and the docutainment format Lust auf Deutschland, which Bayerischer Rundfunk plans to air for ARD in the current year. Theatrical distribution In the reporting year, the Constantin Film Group distributed 12 films (seven in-house and co-productions and five licensed films) to German cinemas. Three films of this season exceeded the million mark for viewer figures, and three of Constantin Film's titles also reached the year's Top 1 of German productions with the highest number of viewers. Due to the performance of all films released in 212, the Highlight subsidiary gained a share of sales of the German theatrical market of 5.9 percent (211: 5.9 percent) and a share of viewers of 6.1 percent (211: 5.7 percent). In other EU countries, the subsidiaries of Constantin Entertainment are currently producing, a.o, the new scripted reality Family Stories Spain, a co-production for the Spanish channel Cuarzo Producciones, as well as the casting show Voice of Switzerland for the channel SRF, which has been aired there since late January 213. The Constantin Film title of the year in terms of viewers was the Rat Pack production Türkisch für Anfänger. Released in mid-march, the culture-clash comedy attracted 2.4 million movie goers to German cinemas alone, hitting the top of German productions. 47

212 Combined Group Management and Management Report Business and general conditions The Constantin Film licensed film Fünf Freunde reached rank 3 of the German Annual Charts. The teen adventure, which was released at the end of January 212, attracted more than one million viewers. The same applies to the licensed film Step Up: Miami Heat, which was released at the end of August: The audience response to this fourth part of the successful franchise seamlessly tied in with the performance of its predecessor, "Step Up 3D". sell-through market in Germany rose to 1 percent (211: 9 percent). The joint market share of the video rental market went up from 12* to 13 percent. *Difference compared to the presentation in the 211 annual report based on subsequent calculations by the GfK Source: GfK Consumer Panels Video sell-through market physical and Video rental market physical, Key facts for December 212 One of the new releases with the highest sales figures was the comedy Türkisch für Anfänger, which went straight to the top of the German sales charts in the DVD as well as in the Blu-ray segment and spent several weeks in the Top 1. Beyond that, Türkisch für Anfänger was awarded the Video Champion 212 industry prize as the best production of the year in the category of German Films. The Constantin Film co-productions The Three Musketeers and Wickie auf großer Fahrt, which went on the market at the beginning of February and the beginning of March 212, respectively, also achieved very pleasing sales results. The same applies to the licensed film Immortals, which was released at the start of April, and the theatrical success Fünf Freunde, released on DVD and Blu-ray in early August 212. Resident Evil: Retribution The international 3D in-house production Resident Evil: Retribution was released in Germany in mid-september and attracted more than 685, viewers, falling below the top result of Resident Evil: Afterlife in 21. But the spectacular action movie scored points on international theatrical markets, and generated more than USD 22 million in more than 7 countries by the year-end. Sources: Rentrak Market statistic Germany, 212, January 213; FFAinfo COMPACT, February 9, 213) Home Entertainment In Home Entertainment, the Highlight Communications group further expanded its market position in the German-speaking region in the reporting year with top-class new releases and a number of successful second utilizations. In co-operation with Paramount Home Entertainment, the market share in the video License trading/tv exploitation Constantin Film AG was able to generate significant revenues from licensing of free-tv rights in the reporting year for films such as Das Superweib, Pandorum, Dinosaurier Gegen uns seht Ihr alt aus!, Vorstadtkrokodile 2 and Law Abiding Citizen. For pay-tv, licensing includes the rights for Resident Evil: Afterlife, The Resident, Umständlich verliebt, Step Up 3, Vorstadtkrokodile 3. In TV exploitation, the first part of the youth series Vorstadtkrokodile achieved an excellent market share of 9.2 percent among its relevant advertising target group of 14- to 49-year-old viewers with its free-tv premiere on SAT.1 on January 3, 212, at 8:15pm. On May 28, 212, the comic adaptation Fantastic Four Rise of the Silver Surfer, which was also shown on Pro- Sieben during primetime at 8:15pm, reached a successful market share of 16.5 percent of 14- to 49-year-olds. Also very popular with the relevant advertising target group was the Constantin Film licensed film Law Abiding Citizen, which premiered on free-tv on July 3, 212 on ProSieben and attracted a very good market share of 17.3 percent. August 26, 212, ProSieben aired the US comedy American Pie as part 48

of its afternoon program, which attracted a sensational market share of 26.6 percent in the relevant advertising target group. Last but not least, the licensed film Centurion Fight or Die, achieved an excellent market share of 17.7 percent of viewers aged 14 to 49 when it premiered on ProSieben on December 2, 212. Sources: Blickpunkt:Film online, January 4, 212; www.quotenmeter.de; AGF/GfK Fernsehforschung (TV Scope) Final of UEFA Champions League 212 FC Bayern München vs. Chelsea FC 1.1.3 Segment Sports- and Event-Marketing For TEAM, the 212 financial year was primarily characterized by the marketing process for the commercial rights for the UEFA Champions League and UEFA Europa League (each for the match periods 212/13 to 214/15). In spite of a partly difficult market environment, TEAM again successfully reached the contractual performance targets agreed with UEFA. events. In France, for instance, the long-term free-tv partner M6/W9 was awarded the broadcasting rights of the UEFA Europa League, while the pay-tv rights went to Al Jazeera. This was similar in Spain, where the long-standing partner Telecinco was awarded a free-tv rights package for the UEFA Europa League, whereas the pay-tv rights went to GoITV. The TV rights for the two most important club soccer competitions were sold globally for the 212/13 to the 213/14 seasons, so that global TV reporting can be secured also in the future. In addition to contract renewals with long-term partners, TEAM attracted numerous well-known TV channels to both In the sponsorship area of the UEFA Champions League, with Ford, Heineken, MasterCard, UniCredit and PlayStation, five of the six long-term partners renewed their commitment for a further three years. TEAM was able to sign up the Russian energy company Gazprom for the remaining rights package. 49

212 Combined Group Management and Management Report Business and general conditions Western Union, one of the leading global money transfer providers, is the new presenting sponsor for the UEFA Europa League, whereas the biggest South Korean tire manufacturer Hankook will act as official partner of the tournament. The manufacturer of sports equipment, adidas, will remain the official supplier of both formats for another three match periods. TEAM newly signed up the Smartphone manufacturer HTC, which will act as the official supplier for cellphones and tablet-pcs in the UEFA Champions League and as official partner for the UEFA Europa League. In terms of operations, the focus was initially on the successful handling and professional support of the knock-out rounds of the UEFA Champions League and UEFA Europa League. During this Road to the Final, Europe's top teams competed for entry to the final matches of the most important European club soccer compe - titions. The UEFA Europa League final between the two Spanish teams Atlético Madrid and Athletic Club (Bilbao) took place in Bucharest on May 9, 212. Atlético Madrid asserted itself and won the desired title for the second time in only three years. excellent sales result in the sponsorship area. With Azercell/TeliaSonera, another telecommunications company could be signed as presenting sponsor. TeliaSonera was already the main event partner for the Eurovision Song Contest in 27 in Helsinki and will also act as presenting sponsor in Malmö in 213. Schwarzkopf/Henkel, the official sponsor, already acted as presenting sponsor at the 211 event in Düssel - dorf. In addition to these partnerships, marketing agree ments were concluded with SOCAR (State Oil Company of Azerbai jan), Baltika Beer (part of the Carlsberg Group) and the Azerbaijan Tourist Board. TV contracts were also agreed outside Europe in Australia and Kazakhstan. Apart from the good financial result, it is also worth mentioning that all sponsorship packages were sold and that existing partnerships were renewed. Sources: Ictimai TV (Host Broadcaster) for audience figures at the hall; EBU for TV viewers The grand UEFA Champions League final of FC Bayern München versus Chelsea FC took place at the Allianz Arena in Munich on May 19, 212. In a dramatic match with extra time and penalty shootout, Chelsea FC won the trophy for the first time after many previous attempts. Around 17 million soccer fans across the world watched the match on their TV screens. In Germany alone, a peak coverage of nearly 2 million TV viewers overall was achieved. Source Viewer figures: Blickpunkt:Film online, May 21, 212 The UEFA Super Cup, which took place in Monaco between the current UEFA Champions League winner (Chelsea FC) and the winner of the UEFA Europa League (Club Atlético de Madrid), also marketed by TEAM, marked the traditional kickoff of the new European club soccer season at the end of August 212. The 15 th staging of this summit was the last to take place in Monaco. This year's UEFA Super Cup will be held in Prague; afterwards, the venues will change each year. 1.1.4 Segment Other Business Activities The 212 Eurovision Song Contest held in Baku (Azerbaijan) from May 22 to May 26, again enthralled an audience of more than 1 million TV viewers, and more than 6, fans on site. Thanks to the great enthusiasm for the event in the regional market, Highlight Event AG was able to generate an Eurovision Song Contest 212 The event on site for Highlight Event AG involved extensive preparations. The stadium was built especially for the Eurovision Song Contest and only completed a few weeks before the event. In spite of these conditions, all sponsorship agreements on site were fulfilled. The rights packages particularly includes media rights (TV presence), event rights (including hospitality, branding on site, promotion activities in the fanzones and in the Baku city 5

center) as well the online-presence. The pan-european televoting was implemented without problems on all three evening events. The Vienna Philharmonic Orchestra s New Year s Concert 212 was again aired in more than 7 countries, demonstrating its position as the best-known classical music TV event in the world. Highlight Event AG was responsible on the one hand for the successful implementation of all sponsorship and TV activities, and on the other hand for the performance of all contracts in this area. The same applies to the orchestra's Summer Night Concert, which took place at the Schönbrunn Palace gardens on June 7, 212, and was aired in more than 6 countries. With around 1, spectators attending free-of-charge, the Summer Night Concert is the biggest annual classical open-air event worldwide. Additional concerts co-organized by Highlight Event AG were realized successfully in Stockholm, Barcelona and London; the BBC Proms concert in London in co-operation with EBU was aired in around 3 countries. The gaming program application Fun Poker by Pokermania GmbH was developed further in 212 and expanded with the target of use by gaming publishers. The operators of online gam - ing platforms express great interest in licensing Fun Poker, as the white label version of the software allows licensees to fully integrate the poker game into their own gaming environment. On October 5, 212, Highlight Event & Entertainment AG announced a marketing partnership for the annual AvD-Old - timer-grand-prix between its subsidiary Highlight Event AG and the AvD-Oldtimer-Grand-Prix GmbH & Co OHG, headquartered in Germany. The AvD-Oldtimer-Grand-Prix is one of the world's most renowned classic car racing events. The primary objective of the co-operation, which has been initially agreed for 213 and 214, is to expand and further develop the exist - ing marketing and communica tions platform. Vienna Philharmonic Orchestra Summer Night Concert 212 at Schönbrunn Palace 51

212 Combined Group Management and Management Report Results of operations, financial and net assets positions of the Constantin Medien Group 2. Results of operations, financial and net assets positions of the Constantin Medien Group significantly above the expected balanced earnings attribut - able to shareholders. 2.1 Financial accounting and reporting standards Constantin Medien AG prepares its consolidated financial statements in accordance with the International Financial Repor - ting Standards (IFRS), as adopted by the European Union. The consolidated financial statements have been supplemented by additional notes and by the Group Management Report. The accompanying combined Group Management Report and Management Report of Constantin Medien AG has been prepared in accordance with 315 HGB (Commercial Code). It agrees with the requirements and recommendations of German Accounting Standard No. 15 (DRS 15) by the German Accounting Standards Committee e.v. 2.2 Overall assessment of the reporting period The earnings development of the Constantin Medien Group in 212 proceeded better than recently expected. Earnings attrib - utable to shareholders stood at EUR 5. million, and hence Sales of EUR 52.5 million in the reporting year were 11.8 percent higher than last year's value (EUR 465.7 million) and significantly above the projection of EUR 46 million to EUR 48 million. The increase can for the most part be attributed to the better development of sales in the Film Segment. Profit from operations (EBIT) of the Constantin Medien Group, as compared to the 211 financial year (EUR 5.5 million) also significantly increased by EUR 16.1 million to EUR 21.6 million. Primarily the Sports- and Event-Marketing Segment contributed to this increase in profit from operations. The profit from operations includes special expenses as a result of acquisition related PPA-amortization and impairment of EUR 1.9 million (211: EUR 22.5 million). In the 212 financial year, the earnings attributable to shareholders amounted to EUR 5. million, compared to EUR -2.6 million in the previous year. 2.3 Segment performance Segment performance 212 in EUR 1/1 to 12/31/212 1/1 to 12/31/211 Change Sales Sports Film Sports- and Event-Marketing Other Business Activities Others Total sales 161,866 293,148 57,577 7,948 52,539 154,972 236,717 73,171 83 465,663 6,894 56,431-15,594 7,145 54,876 Segment result Sports Film Sports- and Event-Marketing Other Business Activities Others Total segment result 4,936 8,939 14,749-2,276-4,748 21,6 4,27 8,945 2,326-1,2-8,556 5,542 99-6 12,423-1,76 3,88 16,58 52

The Sports Segment recorded sales of EUR 161.9 million in the 212 financial year, a slightly increase of 4.4 percent compared to the previous year (211: EUR 155. million). In particular marketing revenues in the online division as well as revenues in the pay-tv division increased in the reporting year compared to the previous year. The segment result for the 212 financial year amounted to EUR 4.9 million or 22.6 percent above the segment result of EUR 4. million in the previous year. The improved result is primarily due to near constant cost of materials and licenses at higher revenue compared to the previous year. segment result of EUR 24.9 million results (211: EUR 22.1 million). The Segment Other Business Activities, reported since 1 July 211, achieved sales of EUR 7.9 million (211: EUR.8 million) and a segment result of EUR -2.3 million (211: EUR -1.2 million). The result of the Others division stood at EUR -4.7 million (211: EUR -8.6 million). The better result was due to lower legal and consulting fees as well as lower administration and travel costs. In the financial year 212, sales in the Film Segment stood at EUR 293.1 million or 23.8 percent higher than the value of the previous year's period (EUR 236.7 million). Besides the higher sales in theatrical distribution and license trading, which were particularly due the market success of the 3D production Resident Evil: Retribution, also TV service production and home entertainment contributed to this positive sales development. The segment result amounted to EUR 8.9 million, on the previous year s level (211: EUR 8.9 million). The segment result includes scheduled PPA-amortization from the purchase price allocation of EUR.2 million (211: EUR 1.3 million) as well as impairments of EUR.5 million (211: EUR 1.4 million). Adjusted for these effects, the segment result amounted to EUR 9.6 million (211: EUR 11.6 million). The Sports- and Event-Marketing Segment achieved sales of EUR 57.6 million in 212, a decline of 21.3 percent com - pared to the 211 financial year (EUR 73.2 million). The sales decline was caused by the change in the business relationship with the UEFA, among other, due to the transfer of the matchorganization to the UEFA and the transfer of the music activities to the Segment Other Business Activities. 2.4 Sales and earnings performance of the Constantin Medien Group The Group achieved sales of EUR 52.5 million in the 212 financial year (211: EUR 465.7 million). This is primarily attributable to the market success of theatrical productions, TV service productions and the home entertainment sector in the Film Segment. The item Capitalized film production costs and other own work capitalized increased by EUR 5.1 million to EUR 49.1 million in 212. The increase reflects the higher production volume of in-house productions in the Film Segment. Other operating income decreased by EUR 2.8 million to EUR 29.3 million (211: EUR 32.1 million). This decline is pri - marily due to a drop in income from the reversal of provisions and derecognition of liabilities (EUR -1.8 million) as well as lower compensation for copyright infringements (EUR -.7 million). Cost of materials and licenses increased, primarily because of a higher production volume in the Film Segment by EUR 36.7 million to EUR 249.4 million compared to the previous year (211: EUR 212.7 million). The segment result amounted to EUR 14.7 million, thus being far above the previous year's value (EUR 2.3 million). The result benefited from the absence of PPA-amortization since the beginning of the third quarter 212. The segment result includes scheduled PPA-amortization of EUR 1.2 million (211: EUR 19.8 million). As in the previous year impairment charges were not incurred in 212. Adjusted for the PPA-amortization, a The increase in personnel expenses by EUR 2. million to EUR 132. million compared to the year 211 (EUR 13. million) is primarily attributable to a higher number of salaried employees. Other operating expenses declined by EUR 11.6 million to EUR 76.9 million (211: EUR 88.5 million). This decline is 53

212 Combined Group Management and Management Report Results of operations, financial and net assets positions of the Constantin Medien Group primarily due to lower legal and consulting fees (EUR -2.7 million), lower advertising and travel costs (EUR -2.9 million), a decline in expenses from write-downs (EUR -2.4 million) as well as lower foreign currency exchange losses (EUR -3.1 million). In the financial year 212, the Constantin Medien Group achieved a result before interest, taxes, depreciation and amorti zation (EBITDA) of EUR 14.6 million, a result higher by EUR 3. million (211: EUR 11.6 million). Amortization, depreciation and impairments amounted to EUR 119. million, thus being EUR 13.9 million above the previous year's value of EUR 15.1 million. The increase resulted from the increase in scheduled amortization and impairments on film assets by EUR 2.7 million to EUR 96.3 million, particularly due to the amortization for the movie Resident Evil: Retribution, which was released in September 212. In contrast, scheduled amortization, depreciation and impairments on intangible assets and property, plant and equipment decreased by EUR 7.4 million to EUR 22.2 million. The decline relates particularly to the absence of the PPA-amortization in the Sports- and Event-Marketing Segment since the beginning of the third quarter of 212. exchange gains by EUR 6.8 million to EUR 9.9 million (211: EUR 16.7 million). Financial expenses with EUR 15.2 million stood below the previous year's value by EUR 3.1 million (211: EUR 18.3 million), in particularly due to lower foreign currency exchange losses (EUR -1.7 million) and the absence of the expense from discounting (EUR -1.2 million) due to the early repayment of the majority of the convertible bond 26/213 in 211. The Group recorded a profit before taxes of EUR 16.5 million in the financial year 212, EUR 13.4 million above the previous year's value (EUR 3.1 million). In the 212 financial year, tax expenses stood at EUR 4. million following EUR.8 million in the previous year. The result from continuing operations improved in comparison to the previous year (EUR 2.3 million) by EUR 1.2 million to EUR 12.5 million. The Group s net profit in the 212 financial year improved by EUR 12.1 million to EUR 12.5 million, following EUR.4 million in the previous year. Profit from operations (EBIT) increased by EUR 16.1 million to EUR 21.6 million, compared to the previous year (EUR 5.5 million). The financial result amounted to EUR -5.3 million compared to EUR -1.6 million in the previous year. This includes a decline of financial income due to lower foreign currency Earnings attributable to shareholders stood at EUR 5. million (211: EUR -2.6 million) and were significantly above the expected balanced result. The earnings attributable to noncontrolling interests stood at EUR 7.5 million (211: EUR 3. million). Earnings attributable to shareholders correspond to earnings per share on a basic and diluted basis of EUR.6 (211: EUR -.3 per share). 2.5 Net assets position of the Constantin Medien Group Consolidated balance sheet (abbreviated version) as of December 31, 212 in EUR 12/31/212 12/31/211 Change Non-current assets Current assets 233,962 237,889 248,916 295,555-14,954-57,666 Total assets 471,851 544,471-72,62 54

Non-current assets decreased by EUR 15. million to EUR 234. million as of December 31, 212. The film assets increased by EUR 7. million to EUR 135.1 million (December 31, 211: EUR 128.1 million). In contrast, other intangible assets declined amortization-related by EUR 1.5 million to EUR 32.7 million (December 31, 211: EUR 43.2 million) and property, plant and equipment decreased by EUR 6.1 million to EUR 14.7 million (December 31, 211: EUR 2.8 million) also amortization-related. Relating to the line item film assets the capitalization of new productions over-compensated the higher amortization charge compared to 211. The noncurrent receivables dropped by EUR 5.1 million to EUR 1.2 million (December 31, 211: EUR 6.3 million). Current assets decreased by EUR 57.7 million to EUR 237.9 million. This is primarily related to the decrease in cash and cash equivalents by EUR 59. million to EUR 91.1 million year-on-year (see also Note 2.7). The trade accounts receivable and other receivables decreased by EUR 4.9 million to EUR 129. million in the financial year, whereby the sales-related increase in trade accounts receivable by EUR 4. million to EUR 55.8 million was offset by a decline in other receivables by EUR 8.9 million to EUR 73.2 million. The decrease in other receivables is primarily related to film productions. Due to the intention to sell the real estate property from Highlight Event & Entertainment AG in Düdingen/Switzerland at the latest at the end of the financial year 213, this real estate property is now classified as non-current assets held for sale and shown as an individual line item within the current assets. The fair value less costs to sell of the real estate property amounts to EUR 3.4 million. 2.6 Financial position of the Constantin Medien Group Consolidated balance sheet (abbreviated version) as of December 31, 212 in EUR 12/31/212 12/31/211 Change Equity attributable to the shareholders Non-controlling interests Total equity Non-current liabilities Current liabilities 32,766 5,959 83,725 57,552 33,574 27,964 45,96 73,87 66,282 44,319 4,82 5,53 9,855-8,73-73,745 Total equity and liabilities 471,851 544,471-72,62 Equity attributable to shareholders increased by EUR 4.8 million to EUR 32.8 million, mainly due to the Group earnings attributable to shareholders. The equity attributable to noncontrolling interests rose by EUR 5.1 million to EUR 51. million in the reporting year, primarily due to the earnings attributable to non-controlling interests (EUR +7.6 million) and a capital increase with a Group subsidiary (EUR +2.4 million), which was offset by dividend payments (EUR -5. million). Overall, equity increased by EUR 9.9 million to EUR 83.7 million year-on-year. The equity ratio amounted to 17.7 percent as of December 31, 212 (December 31, 211: 13.6 percent). The adjusted equity ratio (after balancing advance payments received with film assets as well as film-related cash and cash equivalents with the corresponding financial liabilities) amounted to 21.2 percent (December 31, 211: 16.6 percent). The decrease in non-current liabilities in 212 by EUR 8.7 million to EUR 57.6 million resulted primarily from the reclassification to current other liabilities of a conditional purchase price payment to the UEFA in the first quarter of 212. The purchase price payment relates to the acquisition of the remaining 2 percent interest in Team Holding AG in the financial year 21. The payment was made in the fourth quarter 212. 55

212 Combined Group Management and Management Report Results of operations, financial and net assets positions of the Constantin Medien Group Current liabilities decreased by EUR 73.7 million to EUR 33.6 million in the reporting year. In particular, the current financial liabilities substantially contributed to this, dropping by a total of EUR 56. million due to repayments in connection with completed film productions as well as loan repay ments. Further, trade accounts payable and other payables decreased by EUR 19.4 million to EUR 117.4 million year-on-year. 2.7 Liquidity status of the Constantin Medien Group 2.7.1 Cash flow The Constantin Medien Group reports cash flow from oper ating activities of EUR 127.8 million in the 212 financial year (211: EUR 93.5 million). Besides the improved earnings the increase in amortization and depreciation positively contributed to the cash flow. A cash outflow of EUR 117.6 million resulted in 212 from the investment activities (211: cash outflow of EUR 69.2 million), which, as in the previous year, was incurred mainly from productions in the Film Segment. resulted primarily from the net repayment of financial liabilities of EUR 57.4 million in total. The total cash outflow in the reporting period stood at EUR -59.7 million, following a cash outflow of EUR -59.3 million in the 211 financial year. 2.7.2 Liquidity position and management of the Constantin Medien Group The Group companies Highlight Communications AG and Constantin Film AG each manage their own liquidity autonomously. Liquidity management for the Sports Segment is controlled by Constantin Medien AG in coordination with the operative companies. For the companies of the Sports Segment, Constantin Medien AG acts as a financial coordinator so as to ensure coverage of the financial requirements for the operating business and investments as cost-effective and sufficient as possible. This is based on a rolling liquidity planning with analysis of cost divergence on a monthly basis. In addition, the liquidity status within the Group is regularly examined. The Group's financing activities brought a cash outflow of EUR 69.9 million (211: cash outflow of EUR 83.2 million). This The net debt of the Constantin Medien Group as of December 31, 212 and 211 was composed as follows: Net debt as of December 31, 212 in EUR 12/31/212 12/31/211 Change Liquid funds Current financial liabilities Non-current financial liabilities 91,113 149,33 28,554 15,69 24,989 28,421-58,956-55,956 133 Net debt -86,474-83,341-3,133 As of December 31, 212, the available credit lines of the Constantin Medien Group totaled EUR 186.9 million (December 31, 211: EUR 184.1 million). With a conservatively oriented liquidity management for the Group, the safeguarding of liquidity takes priority. The oper -ating companies should basically finance their liquidity require -ments from the cash flow of their operating activities. In case of major investments and acquisitions, additional financing measures will be coordinated with the Group parent company if necessary. 2.8 Investments of the Constantin Medien Group In 212, the additions to intangible assets and property, plant and equipment in the Group amounted to EUR 112.7 million (211: EUR 7.5 million). Thereof, EUR 13.4 million (211: EUR 61. million) were derived from the film assets. Investments in technical equipment and machinery stood at EUR 2.7 million (211: EUR 5. million), primarily made in the Sports Segment. 56

Combined Group Management and Management Report 212 Results of operations, financial and net assets positions of the Constantin Medien AG 3. Results of operations, financial and net assets positions of the Constantin Medien AG The Management Report of Constantin Medien AG and the Group Management Report for the 212 financial year were combined in accordance with 315 para. 3 HGB (German Commercial Code) in combination with 298. para. 3 HGB. Constantin Medien AG is the parent company of the Constantin Medien Group, based in Ismaning. As the controlling holding company with the departments Finance, Accounting, Controlling, Internal Audit, Communications, Investor Relations, Human Resources and Legal, Constantin Medien AG provides intercompany services. In addition, the essential companies of the Sports Segment form a tax group with regard to sales tax and income tax. The economic parameters of Constantin Medien AG essen tially correspond to those of the Group described in section 1.9. 3.1 Sales and earnings performance of Constantin Medien AG Income statement (abbreviated version) from January 1 to December 31, Dezember 212 in EUR 1/1 to 12/31/212 1.1 to 12/31/211 Change Sales Other operating income Personnel expenses Amortization and depreciation Other operating expenses Operating loss Financial result Result from ordinary activities Taxes Net profit/loss 2,88 8,99-6,1-248 -6,66-1,192 1,62 8,87-221 8,649 2,196 7,975-4,82-164 -7,72-2,515-13,388-15,93 619-15,284 612 934-1,199-84 1,6 1,323 23,45 24,773-84 23,933 Loss brought forward from the previous year Accumulated loss -18,771-172,122-165,487-18,771-15,284 8,649 Sales in the financial year 212 amounted to EUR 2.8 million, an increase by EUR.6 million compared to the previous year. These sales refer to income from intercompany administration services and management service fees. In addition, other operating expenses decreased by EUR 1.1 mil lion to EUR 6.7 million. The decrease of the other operating expenses was principally due to lower foreign currency transla - tion losses in the amount of EUR 1.2 million to EUR.4 million. The net profit of Constantin Medien AG was mainly affected by the development of other operating income, other operating expenses, the financial result and the line item tax. Other operating income amounted to EUR 8.9 million, an increase by EUR.9 million compared to the previous year. The recharged costs to Group companies increased by EUR.7 million to EUR 1.7 million and the income from derecog - nition of liabilities amounted to EUR.2 million (211: EUR million). The financial result improved by EUR 23.5 million to EUR 1.1 million, mainly due to the write-ups of financial assets of EUR 12. million included in the financial result (211: impairment of EUR 16.7 million). This was offset by the decrease in earnings from profit and loss transfer agreements by EUR 3.4 million to EUR 1.6 million as well as the decline in inter - est income by EUR 2. million to EUR 1.5 million. Constantin Medien AG reports a net profit of EUR 8.6 million for 212, following a net loss of EUR 15.3 million in 211. 57

212 Combined Group Management and Management Report Results of operations, financial and net assets positions of the Constantin Medien AG 3.2 Net assets and financial positions of Constantin Medien AG Balance sheet (abbreviated version) as of December 31, 212 in EUR 12/31/212 12/31/211 Change Property, plant and equipment and intangible assets Financial assets Fixed assets Receivables and other assets Other securities Cash on hand and bank balances Current assets Prepaid expenses and deferred tax assets Total assets 646 184,252 184,898 4,648 17,313 4,989 26,95 3,44 215,252 776 172,294 173,7 7,61 17,298 6,667 31,26 3,543 27,639-13 11,958 11,828-2,413 15-1,678-4,76-139 7,613 Equity Accruals Liabilities Deferred income 12,626 14,652 97,951 23 93,978 15,171 98,471 19 8,648-519 -52 4 Total equity and liabilities 215,252 27,639 7,613 The balance sheet total in the annual financial statements of Constantin Medien AG increased in the reporting year by EUR 7.6 million to EUR 215.3 million. The company reported liabilities of EUR 98. million in total on the balance sheet date, a slight decrease compared to the previous year (EUR 98.5 million). Fixed assets increased by EUR 11.8 million to EUR 184.9 million (December 31, 211: EUR 173.1 million), primarily as a result of a write-up in financial assets to the fair value by EUR 12. million. Current assets decreased by EUR 4.1 million to EUR 26.9 million in the reporting year (December 31, 211: EUR 31. million). Receivables and other assets dropped by EUR 2.4 million to EUR 4.6 million, primarily due to lower receivables from profit and loss transfer agreements. Further, cash on hand and bank balances decreased by EUR 1.7 million to EUR 5. million. On the liabilities side of the balance sheet, the company reported total equity of EUR 12.6 million as of December 31, 212 (December 31, 211: EUR 94. million). The equity ratio increased to 47.7 percent as of December 31, 212 (December 31, 211: 45.3 percent). 3.3 Financial and liquidity position of Constantin Medien AG Constantin Medien AG reported liquid funds (without securities recorded in current assets) of EUR 5. million in the annual financial statements in accordance with HGB as of December 31, 212 (December 31, 211: EUR 6.7 million). Including liquid funds, the working capital of Constantin Medien AG stood at EUR -51.2 million as of December 31, 212, follow ing EUR -48.2 million in the previous year. The drop in working capital in the reporting year by EUR 3. million can mainly be attributed to the decrease in current assets (EUR -4.1 million). The current liabilities were reduced slightly by EUR.5 million, and the current provisions in sum decreased by EUR.6 million in the reporting period. As of December 31, 212 the current liabilities include a loan towards EM.TV Finance BV in the same amount of EUR 29.9 58

Combined Group Management and Management Report 212 Employees Addendum report million as in the previous year (December 31, 211: EUR 29.9 million). The repayment of the loan is due in May 213, when EM.TV Finance B.V. will repay the convertible bond 26/13. The repayment of the loan will be offset with the redemption of the convertible bond 26/13 in the nominal amount of EUR 23.8 million plus interest held by Constantin Medien AG and shown in the line item other securities. Constantin Medien AG had at its disposal available credit lines of EUR 5.6 million in total as of December 31, 212, as at the previous year's balance sheet date. In addition to these financing sources, the financial power of Constantin Medien AG is affected by profit and loss transfers by subsidiaries. 3.4 Investments of Constantin Medien AG In Constantin Medien AG, investments in fixed assets of EUR.1 million were made in the reporting year (211: EUR.5 million), which as in the previous year mainly related to IT goods and services (hardware and software). 4. Employees As of December 31, 212, the Constantin Medien Group had a total of 1,488 employees including freelance employees (December 31, 211: 1,47 employees). The number of salaried employees as of December 31, 212, amounted to 1,164 (December 31, 211: 1,15 employees). The average number of salaried and freelance employees at the Constantin Medien Group was slightly higher than last year at 1,471 employees (211: 1,468 employees). The average number of salaried employees went up slightly by 36 employees or 3.2 percent to 1,159 employees, whereas the number of project-related employees dropped compared to 211 to an annual average in 212 of 312 employees (211: 345 employees). The slight increase in salaried employees is particularly due to new appointments in the Film Segment, whereas the number of salaried employees in the Sports- and Event-Marketing Segment declined. The headcount for Constantin Medien AG stood at 32 employees as of December 31, 212 (December 31, 211: 3 employees). Professionalism, customer focus and a high degree of commitment are key qualifications and essential features for the performance of a company in terms of competitiveness and economic success, not only for external customer relations but also as part of internal co-operation. The employees of the Constantin Medien Group stand out due to their creativity, skills, personal passion and their readiness to show above-average commitment. Constantin Medien AG promotes employee identification with the Company and its targets through active and appreciative human resources work. Considering the dynamic development of the media industry and the resulting challenges, strategic personnel planning and development are essential. The Constantin Medien Group places emphasis on transparent targets, the realization of personal development objectives and fair compensation by using success-based remuneration components. The offer of education and training programs especially for employees in leading positions was extended in the reporting year, promoting the competences of disciplinary and technical senior management sustainably and in a targeted way. 5. Addendum report Two Bavarian Film awards for Constantin Film At the Bavarian Film Awards ceremony in January 213, the successful Constantin Film comedy Türkisch für Anfänger received the Audience Award. The Bavarian Film Award for the best children's film in 212 went to the Constantin Film coproduction Das Haus der Krokodile. SPORT1 acquires extensive sub-license package for Formula 1 until 215 On January 24, 213, SPORT1 announced the acquisition of extensive sub-license rights for Formula 1. SPORT1 secured the exclusive live broadcast rights for the royal league of motor sports on free-tv of the 1 st and 2 nd free practice ses - sions on Friday, extensive summaries of the qualifyings and the 3 rd free practice sessions on Saturday, as well as of the Sunday race from RTL Television up to and including 215. Renewal of loan agreements With the agreement on February 13, 213, the loans granted to Constantin Medien AG by private investors are extended until June 3, 214, under the same terms. 59

212 Combined Group Management and Management Report Disclosures in accordance with 289 para 4 and 315 para. 4 of the German Commercial Code (HGB) PLAZAMEDIA to produce the Bundesliga highlight clips for BILD from the 213/14 season In mid-march 213, BILD commissioned PLAZAMEDIA GmbH TV- und Film-Produktion with the production of the highlight clips for Bundesliga and 2 nd Bundesliga matches, relegation matches and the DFL Supercup. The Bundesliga highlights will already be available on all digital BILD channels 6 minutes after the end of the match for a charge as a premium ondemand offer. For each match, highlight clips lasting between 9 seconds and six minutes will be produced. Under BILD editorial direction, in co-operation with the SPORT1 editors, SPORT1 soccer TV commentators will provide commentaries for the match summaries. SPORT1 acquires national audio exploitation rights for web and mobile from DFL Sport1 GmbH has acquired the audio exploitation rights for web and mobile from DFL Deutsche Fußball Liga ( Audio Netcast package) for the Bundesliga and 2 nd Bundesliga matches as well as the Supercup and the relegation for the 213/14 to 216/17 match periods. The package contains reporting of matches and conferences i.e. also for the 9-minute reporting of each individual match and the relevant conference in its full length. 6. Disclosures in accordance with 289 para 4 and 315 para. 4 of the German Commercial Code (HGB) The subscribed capital of Constantin Medien AG as of Decem ber 31, 212 totaled EUR 85,13,78, divided into 85,13,78 bearer shares with a pro rata value of EUR 1. per share. All shares are common stock that guarantees the right of participation in the Annual General Meeting in accordance with 118 para.1 of the German Stock Corporation Act (AktG), the right to information in accordance with 131 AktG, the voting right in accordance with 133 et seqq. AktG, the right to retained earnings in accordance with 58 para. 4 AktG and the basic subscription right in the event of an increase in capital in accordance with 186 para. 1 AktG. Constantin Medien AG has no voting rights arising from the 7,424,378 treasury shares held by Constantin Medien AG and its subsidiaries as of December 31, 212. The Company is not aware of any agreements between shareholders regarding the restriction of voting rights. According to its own statements, KF 15 GmbH & Co. KG, Munich, held 15,88,748 shares in Constantin Medien AG as of December 31, 212. This equates to a share of approxi - mately 18.7 percent of authorized share capital and voting rights of 2.4 percent based on outstanding shares (after deduction of treasury shares). There are no shares which offer exclusive rights of authority to control. The Supervisory Board appoints Management Board Members in accordance with 7 para. 1 of the Articles of Association of Constantin Medien AG and 84 para. 1 sentence 1 AktG for a maximum term of five years. It determines the number of Management Board Members in accordance with 4 para. 1 and 7 para. 1 of the Articles of Association of Constantin Medien AG. According to 4 para. 1 of the Articles of Asso ciation of Constantin Medien AG, the Management Board must consist of at least two members. In addition, the Super visory Board in accordance with 7 para. 1 of the Articles of Association of Constantin Medien AG has the right to appoint a Chairman of the Management Board. According to 84 para. 3 sentence 1 AktG, the Supervisory Board also has the right to rescind the appointment of a Man agement Board Member and the nomination of the Chairman of the Man agement Board, should there be an important good cause to do so. In particular, such a good cause is defined by 84 para. 3 sentence 2 AktG as the existence of a gross breach of duty, incapacity to carry out management duties or in the event of a vote of no confidence by the General Meeting for reasons that are not clearly unjustified. According to 179 para. 1 sentence 1 AktG each amendment to the Articles of Association requires the passing of a resolution by the Annual General Meeting. According to 179 para. 2 sentence 1 AktG, resolutions taken by the General Meeting to change the Articles of Association require a majority of at least three quarters of the authorized share capital 6

represented at the passing of the resolution. According to 179 para.1 sentence 2 AktG and 7 para. 2 of the Articles of Association of Constantin Medien AG, the Supervisory Board has the right to execute changes to the Articles of Association that affect only the wording of the Articles of Association. In accordance with 76 para. 1 AktG, the Management Board bears full responsibility for the management of Constantin Medien AG. holdings of the Company. According to the conditions of such warrant or convertible bonds, or convertible participation conditions, the conditional capital 211/I is also used for issuing shares to bearers or creditors of convertible bonds or convertible participation rights with conversion obliga - tions. The authorization relates to the issue of instruments in an aggregate nominal value of up to EUR 15,,. The Management Board is authorized to stipulate the further details concerning the conditional capital increase. In accordance with 3 para. 7 of the Articles of Association of Constantin Medien AG, the Management Board, with the approval of the Supervisory Board, has the right to raise the authorized share capital within a period until January 27, 214, by a total of up to EUR 2,, through one or multiple issues of new bearer shares against cash or contributions in kind (authorized capital 29/I). The shareholders are generally granted a subscription right. With the approval of the Supervisory Board, the Management Board is additionally authorized to exclude the subscription right under certain conditions as prescribed under 3 para. 7 of the Articles of Association. Pursuant to the resolution passed by the Annual General Meeting of June 9, 21, the Constantin Medien AG was empowered to acquire treasury shares with a no-par-value in the share capital of up to EUR 8,513,78. The authorization became effective upon the expiry of the Annual General Meeting on June 9, 21, and will continue to be effective until June 9, 215. The authorization may be exercised in full or in part, on one or more occasions. The acquired shares, together with other treasury shares held by the Company or attributable to it under 71a ff. AktG are not permitted to exceed 1 percent of the share capital at any time. Pursuant to the resolution passed by the Annual General Meeting of July 19, 211, the share capital of Constantin Medien AG was increased by up to EUR 2,, by issuing up to 2,, new conditional bearer shares (conditional capital 211/I). The purpose of the conditional capital increase is to grant share rights to bearers or creditors of financial instruments (convertible bonds and/or warrant bonds and/or convertible participation rights and/or warrant participation rights) to be issued by July 19, 216, by the Constantin Medien AG or by direct or indirect majority share - Pursuant to the resolution passed by the Annual General Meeting of July 19, 211, the share capital of the Constantin Medien AG is also increased by up to EUR 15,, by the issue of up to 15,, conditional bearer shares (conditional capital 211/II). The conditional capital increase relates to the issue of financial instruments (see conditional capital 211/I) up to July 19, 216, in a nominal value of up to EUR 112,5,. The Management Board is authorized to stipulate the further details concerning the conditional capital increase. In 26, EM.TV Finance B.V. Amsterdam/Netherlands, a 1 percent subsidiary of Constantin Medien AG, issued the 5.25% convertible bond 26/213, guaranteed by Constantin Medien AG. In accordance with 14 of the bond conditions, every bond holder is entitled to choose, under certain conditions, to demand repayment by the debtor of any or all of his bonds at their nominal value plus interest accrued. This is the case if a change of control of Constantin Medien AG occurs. Control is defined as either direct or indirect (under the terms of 22 WpHG, Securities Trading Act), legal or financial ownership of shares bearing more than 5 percent of the voting rights in Constantin Medien AG. This right also applies in the event of an offer to purchase shares, where the shares already under the control of the bidder and/or persons working in collaboration with the bidder, plus the shares for which the offer has already been accepted, together confer more than 5 percent of the voting rights in Constantin Medien AG. There are no compensation agreements with Members of the Management Board or employees that apply in the case of a takeover offer. 61

212 Combined Group Management and Management Report Risk report 7. Risk report 7.1 Risk management Risks are defined as the possibility of unfavorable future devel - opments that are anticipated with a significant, although not necessarily overwhelming, degree of probability. The Constantin Medien Group's effective and efficient risk management system on the one hand provides assurance of the Company's long-term continued existence as a going concern and on the other hand supports Constantin Medien AG in achieving the economic targets. The risk management process is based on a risk management policy, which applies to all Group companies. As part of risk reporting, the Management Board is regularly notified of risks. Risks are identified and assessed early on. Reporting is conducted for all Group companies; with the risks recognized and the provisions already undertaken listed and evaluated. The Management Board is responsible for defining suitable risk control measures. In addition, Group-wide risks are presented semi-annually to the Supervisory Board in the form of a risk report. Significant individual risks are addressed and immediately reported irrespective of the regular cycle. 7.2 Integrated internal accounting-related control and risk management system The internal accounting-related control system of Constantin Medien AG and the Constantin Medien Group covers all meas - ures pertaining to the financial statements that ensure complete, correct and timely forwarding of the relevant information that is necessary for preparing the annual financial statement and the consolidated financial statements, as well as the Combined Group Management and Management Report. This is intended to minimize the risks of incorrect presentation in accounting and external reporting. The internal control system of the Constantin Medien Group is also supplemented through guidelines, directives and working instructions, which are communicated to the respective units in-charge, so that these guide - lines can be applied uniformly. As a supportive measure, key processes as well as control structures and responsibilities are documented in a database solution and are continuously updated. accounting-related topics. Preparation of the individual financial statements of Constantin Medien AG and its subsidiaries is performed in conformity with the respective state-specific regulations. Reconciliation accounts are prepared for all consolidated Group companies and reported to the Group account - ing department in order to fulfill the requirements for preparing a consolidated financial statement in accordance with the IFRS regulations. The accounting principles in the Constantin Medien Group govern standardized accounting and valuation methods in compliance with the IFRS regulations that apply to the parent company. At Group level, the specific controlling activities for ensuring the compliance and reliability of Group accounting encompass the analysis and, if necessary, correction of the individual financial statements submitted by the consolidated companies. Furthermore, the controlling activities also take into consid - eration the reports prepared by the auditors and the results of the financial statement closing meeting. In addition, clear demarcation of responsibilities as well as integrated process controls, such as the application of the four-eyes-principle, regulate further control measures. The compliance and effectiveness of the internal control system are assured once a year via process-independent auditing activities conducted by the Group s internal audit department and this is regularly reported to the Management and Supervisory Boards. The Constantin Medien Group uses the consolidation system Hyperion for Group accounting. The aim is to standardize processes and evaluation options of relevance to Group accounting through the use of a common system. In order to leverage additional synergy effects, the different release versions of the consolidation system used in the Group are currently being updated as part of a Group-wide Hyperion project. Alongside, the monitoring and controlling system of the Constantin Medien Group is supported by meetings of the Manage - ment Board, meetings by the department heads, annual and investment planning, monthly and quarterly reportings and the involvement of the legal department. Accounting within the Constantin Medien Group is organized on a decentralized basis. While there are individual departments at the respective levels of the Group's subsidiaries, Constantin Medien AG assists its direct subsidiaries in specific 7.3 Risks within the Segment Sports For Sport1 GmbH, the availability of attractive sports rights is of great importance for the operation of the free-tv channel SPORT1 and the pay-tv channel SPORT1+. As to the acquisi- 62

tion of such rights, SPORT1 finds itself locked in fierce competition with other free and pay-tv stations and, increasingly, also with content providers such as telecommunications groups or internet services. In addition, private and public generalaudience programs continue to strengthen their profile in the sports sector. Therefore it cannot be ruled out that SPORT1 may find itself exposed to even more intense competition in the future. The growing digitization of distribution channels is creating new TV offerings, due to additional transmission possibilities, and consequently, in the medium-term, potentially, further competitors in the acquisition of sports rights. Moreover, there is the risk of lower market share through the increasing number of free-tv channels. Sport1 GmbH has secured important exploitation rights both for the free-tv channel SPORT1 and its pay-tv offer SPORT1+, such as the rights to the Soccer Bundes liga and 2 nd Bundesliga until the 216/17 season, to the Basketball Bundesliga until the 213/14 season, to the Handball Bundesliga until the 216/17 season or in the motorsports area with Formula 1 rights until 215, and MotoGP until 214. This reduces the risk of a short-term increase in license costs regarding the aforementioned rights. However, an increase in the overall license and service fees for future license periods is to be expected. SPORT1 is making itself partially independ - ent of third-party rights through the use of its own formats. The development of the advertising markets in Germany and the associated investment willingness by the advertisers have a significant influence on the sales performance of SPORT1, as well as on other free-tv channels. The latter are striving for a well balanced sales mix that limits the dependency upon the classical TV advertising market. Nonetheless, in the free-tv area, revenue models such as call-in have passed their peak and are developing downward on the whole. The German TV advertising market continues to be marked by fierce competition from sizable price reductions by TV stations. So-called trading deals are accelerating the decline in prices. This aggres - sive price competition could have lasting effects on the pricing and sharing of advertising spendings. The unaltered politically discussed advertising bans in the alcohol sector as well as uncertainty regarding further state regulation with respect to the State Gambling Treaty or the protection of minors could still additionally impact SPORT1 s revenue model. The TV market for value-added services is facing growing competition and is approaching saturation point with the viewers. The advertisers on daytime infomercials are subject to increas - ing margin pressure, which is due to a declining response and a decrease in customer creditworthiness as well as rising competition among the online marketers. In the nighttime infomercials market, there are just a handful of market participants active, and so on the one hand, the bargaining power for the remaining market participants rises and on the other hand, risk spreading becomes more difficult. The broadcasting of call-in formats in the SPORT1 free-tv program is also subject to increasing risks. The sweepstake shows legislation adopted by the State Media Author ities in February 29 includes much stricter regula tions for call-in formats. In addition, it cannot be ruled out that the State Media Authorities or legislators will pass additional restrictions on call-in formats. Furthermore, the broadcasting supervisory authority responsible for SPORT1, the Bavarian Regulatory Authority for Commercial Broadcasting (BLM), has repeatedly initially several administrative and regulatory offence procedures, which check whether call-in shows broadcast as part of the SPORT1 program breach the sweepstake shows legislation. Finally, there is a risk of fewer revenues in connection with call-in formats because viewers are less willing to participate in the sweepstake shows. Risks could also arise from the additional regulation of airtime selling. At present, the authorities are increasingly proceeding against the advertising of so-called poker schools (i.e. Internet offerings in which the game of poker can be learned without actually betting real money). Thus, administrative proceedings opposing the advertising of the aforementioned offerings have still been asserted against various private media companies and also against Sport1 GmbH. In addition, it is not expected that the new State Gambling Treaty valid from July 1, 212, would provide legal certainty regarding advertising for poker schools. Furthermore, the current advertising of sports betting that are offered on the basis of a valid license from an EU Member State results in risks. The Bavarian Regulatory Authority for Commercial Broadcasting (BLM) as the respons ible broadcasting supervisory authority has initiated several administrative proceedings against SPORT1, which check whether advertising of sports betting in free-tv programs as part of the SPORT1 program breach the sweepstake shows legislation. In several cases, the BLM has already submitted an objection or interdiction to advertise, against which SPORT1 63

212 Combined Group Management and Management Report Risk report has taken legal action. In addition, there are risks that the State Media Authorities and Gambling Authorities might institute administrative interdiction proceedings against advertis ing of sports betting on TV and Internet. On December 15, 211, the Prime Ministers of the federal states signed a new State Gambling Treaty, which orderly came into force as of July 1, 212. This new gambling treaty provides for a ban, which reserves the right of permission, regarding the advertising of private providers of sports betting offers on TV and online. Until then, there is still the aforementioned risk that the State Media Authorities might institute administrative interdiction proceed - ings against advertising of sports betting on TV and Internet. Another risk related to the sale of advertising results from the fact that the State Media Authorities, at the request of the Commission for Youth Protection of the State Media Author - ities (KJM), are currently taking action against the advertising of adult offers in the teletext offers of private broadcasters during the timeslot from 6: am to 1: pm. At the request of Sport1 GmbH, this procedure is currently the subject of judicial review. There are agreements with Germany's key cable network providers Kabel Deutschland (KD) and Unitymedia Kabel BW to secure the analogue and digital distribution of SPORT1 via cable over the medium-term. Due to contractual termination rights, however, a risk for the analogue cable coverage of SPORT1 could also arise during the term of these contracts. There is also a risk regarding full maintenance of analogue and digital cable coverage of SPORT1 if KD and/or Unitymedia Kabel BW do not renew their supply contracts after they expire. However, this risk is reduced because the analogue distribution of SPORT1 is mandatory in several federal states due to regulatory requirements. A similar risk exists regarding contracts for the distribution of the pay-tv program of SPORT1+. Contracts with key network providers (particularly Deutsche Telekom, KD, Unitymedia Kabel BW, upc cabelcom Schweiz and UPC Austria) regarding the distribution of SPORT1+ will end in the course of 213. Negotiations regarding the continued distribution exceeding this deadline are under way. The agreement with Kabel Deutschland regarding the distribution of SPORT1+ has already been renewed for the long-term. With regard to platforms with a special focus on sports, it is true that the online market is in a consolidation phase but the fact that more and more general interest portals are extending their sports reporting means that competitive pressure has increased significantly for SPORT1.de, which also impacts on marketing. This is because an increase in the number of players in the sports area also leads to an increase in the number of marketable spaces. As a result, it can be assumed that the averaged attainable CPTs (cost-per-thousand contacts) will be subject to pressure and that it will become increasingly difficult to capitalize on individual user contacts. Advertising rev - enues, however, represent a key pillar for financing SPORT1.de. After the DFL awarded the audiovisual rights for the Soccer Bundesliga and the 2 nd Bundesliga in April 212, Constantin Sport Medien GmbH will not continue as operator of the Bundesliga channel LIGA total! after the 213/14 season. Hitherto unknown risks might result as part of the closing down of the LIGA total! channel, for which PLAZAMEDIA operates as production service provider. On account of the contractually defined high level of broadcasting continuity for feeding LIGA total! into Entertain, the TV platform of Deutsche Telekom and the obligation to deliver the non-linear program contents in a timely manner, liability and recourse risks exist in the event of cancellations or delays. Due to its customer structure, which primarily comprises television broadcasters and production companies, PLAZAMEDIA is both, directly or indirectly, dependent on the TV advertising market. According to Nielsen, the TV advertising market in 212 increased slightly by 2 percent compared to the previous year. Nevertheless, the production market continues to be char - acterized by client cost awareness. Source: Nielsen Media Research, Press release, January 17, 213 The main risk for PLAZAMEDIA continues to be its dependence on its largest customer, the pay-tv provider Sky Deutschland. In the meantime, however, PLAZAMEDIA and Sky have signed a new production framework contract regarding extensive services in the in-house and outside broadcast (OB) area. The agreement is effective until June 3, 217. Liability and recourse risks exist in the event of default due to a contractually defined high level of broadcasting continuity for operation of the head end, i.e. a hub for feeding programs into Deutsche Telekom AG s TV platform Entertain. 64

7.4 Risks within the Segment Film Risks when producing theatrical and television films The production of theatrical and television films as well as their marketing is cost-intensive and therefore subject to correspond ing financial risks. The production costs of an averagesized German cinema film run between EUR 3 and 7 million; major international productions can cost many times this amount. The Highlight Communications group has to finance the majority of these costs in advance, since the respective budget cannot be completely covered by funds from film project promotion and co-production contributions. On account of the large amount of funds required, the partial or complete failure of individual film projects could have substantial negative consequences for the net assets position, financial position and results of operations of the group. In addition, budget overrun can occur during a production and these costs have to be borne by Constantin Film AG and the Highlight Communications group, respectively. Due to its long experience in film production, Constantin Film AG has gener - ally managed to cover all its production costs with exploitation revenues in the past. Moreover, film productions were kept within a fixed time and financial framework and largely avoided the occurrence of unplanned costs or provided protection against these with appropriate insurance. After the economic crisis, the advertising revenues of TV channels in 212 increased again so that the advertising market closed with a solid gain. However, the TV channels continue to be highly risk- and cost-conscious when buying and producing program contents. At the present time, proceedings against the German Film Fund ing Act (FFG) are pending with the German Federal Consti - tutional Court. This sets out among other aspects that the funds for film promotion according to specific parameters must be obtained as a contribution from the exploiters of theatrical films. The plaintiffs argue that this contribution does not charge all sub-industries equally (e.g. cinema operators would be charged too much compared to TV channels or download portals). If the German Federal Constitutional Court therefore declares the FFG to be inadmissible, this could call into question all German film promotion. This would likely have significant nega tive consequence for the production of German theatrical films. Given the high development costs, cost risk for TV service productions can be high, and channels pay only some, if any, of these costs if shows are not taken up. Even if shows are taken up, costs cannot necessarily be claimed as initial costs in the budget. Constantin Film AG is currently applying for formats with various domestic and foreign channels and has agreed development contracts for serial and non-serial formats. As a result, the described cost risk is high for the company as well as for its competitors. In addition, more than ever successful coverage and market share developments are important for the TV channels when buying and producing program contents in order to continually bind financially strong advertising partners to the channels. As a result, broadcasters increasingly add sentences to their contracts with producers, which allow them to drop the commissioned format if it does not achieve the expected ratings. For producers, this means an increased risk of their productions being canceled at short notice. The financing risk for TV productions in the rest of Europe continues to be high due to the ongoing debt crisis in some EU states. Risks when purchasing film licenses When acquiring exploitation rights in promising third-party productions, the Highlight Communication group has to compete with numerous other companies. Even though the situation on the purchasing market has eased somewhat, competition for rights to attractive theatrical films is still on the high. This results on the one hand in the risk of relatively high license costs. On the other hand, there is still the residual risk as to whether the respective film will be accepted by a broad audience and will therefore be economically successful. Both risks are accordingly reduced due to Constantin Film AG s longstanding in-depth experience in purchasing film rights. For Constantin Film AG, competition for the relevant licensed products continues to be characterized above all by the major German competitors Concorde Filmverleih (Tele München Group), and Studiocanal (Canal+ Group). In addition, major studios such as Warner Bros. are increasingly acquiring German productions, and acting as a strong competitor on the market for German-speaking films. Feature films will continue to be an important pillar in programming for the relevant TV channels especially during 65

212 Combined Group Management and Management Report Risk report primetime. For years, there has been a tendency of the major channels to largely place emphasis on high-budget event movies or blockbusters by the Hollywood studios, which promise good advertising revenues. Constantin Film AG is therefore increasingly under pressure to acquire relevant products for licensing to the TV channels. As a result, it faces the risk that it might not be able to sell on these expensively acquired feature film licenses at a profit. Risks in exploitation The Highlight Communications group exploits film rights for in-house and third-party titles along the entire value chain. Consequently, it competes at all exploitation levels with a number of providers. Furthermore, revenues from theatrical distribution and Home Entertainment are also impacted by consumer taste and especially in economically difficult times by changes in consumer behavior. The Film Segment is dependent on all major German TV channels because sub-licensing of the rights of TV channels to theatrical films covers a significant part of production costs. In addition, for TV service productions, the Constantin group must rely on ongoing commissions. As a result of the existing oli - gopoly on the German TV channel market, the individual TV channels have a strong market position, which unfavorably influences the attainable margins of the Constantin Film group. Moreover, the Constantin Film group particularly depends on the distribution and production of close partnerships with film producers and licensors, among others. Moreover, success in exploitation is linked to a large number of sector-specific risks. Their probability of occurrence and resulting effects on the earnings and financial position of the group are difficult to estimate. Risks could occur for example as a result of a changed market situation on the part of the rights utilizers along all value chains. In this way, changes to media laws and the advertising market as well as changes in the structural forms of TV broadcasting (pay-tv, TV-ondemand) can influence distributor s selection of films and the TV broadcasters programming as well as their purchasing policy. pay-tv can occur in the medium to long-term. Changes in consumer behavior and consumer taste can also cause market adjustments by the rights utilizers. The movie industry is struggling with increasingly strong competition from products such as video games and with the increasing consumption of contents on mobile device and/or social networks. This competitive situation can be expected to intensify even further in the future. The film industry still faces the risk of suffering significant revenue losses due to movie piracy on the internet. The rise in illegal copies could have the effect of reducing the number of moviegoers and decreasing proceeds from Home Entertainment and TV exploitation of films in future. Raising viewer awareness and expanding legal internet offerings, as well as supporting various interest groups, are measures that the Highlight Communications group has already taken. In addition the prosecution of offenders also made an important contribution to the fight against piracy in 212 as well. However, there are still no legal framework conditions protecting intellectual property online, which could reduce the risk of financial losses by the film industry as a result of piracy or legal disputes with movie pirates. 7.4 Risks within the Segment Sports- and Event-Marketing With regard to Sports- and Event-Marketing projects, risks may arise from the TEAM group s dependence on the major client UEFA. However, previous success and the company's position - ing in the market, as well as the targeted strategic orientation towards UEFA, help mitigate this situation. The shares of Highlight Communications AG in Team Holding AG, and Team Holding AG s shares in the other TEAM group companies, are subject to a share transfer restriction declaration under the terms of TEAM s agency agreement with UEFA. Under the terms of this agency agreement, UEFA also has a termination right in the event of a change in control at either Highlight Communications AG or Constantin Medien AG. The increasing digitization enables TV channels to increasingly expand their digital online offer. Customers can digitally access media libraries, video-on-demand, games and online shops. These distribution formats are particularly popular with 2-to 25-year-old consumers. As a result, competition especially in The effects of the current economic climate cannot be estimated yet. In general, the TV and sponsorship rights for the UEFA Champions League and the UEFA Europa League have been granted to partners of very good financial strength, and credit default rates to date even during the recent economic 66

downturn have been very low. However, it cannot be ruled out that individual TV broadcasters or sponsors could run into financial difficulties. On October 4, 211, the European Court of Justice passed a ruling regarding the assignment of exclusive TV rights for soccer matches. In this ruling, the European Court of Justice announced that awarding exclusive territorial rights to channels in the EU economic area to the exclusion of offering TV services in other EU markets is in breach of the principle of freedom to provide services in the EU. Even though the effects of this ruling are still unclear, it is possible that they might negatively affect the marketing of TV rights in Europe by the TEAM group. facilities. The Constantin Medien Group had liquidity reserves taking into account available short-term credit facilities as of the balance sheet date 212. Refinancing risks particularly result on the level of Constantin Medien AG due to expiry of a private loan and a convertible bond. In 212, the financing situation for many industries and companies improved. For Constantin Medien AG, it remains neces - sary to modify its financing policy and to establish it on a broader base. In addition to refinance existing third-party capital or to finance new projects, the Constantin Medien Group, even taking into account its available credit lines, might be forced to borrow additional third-party capital through the capital market or credit institutions in the short to medium-term. Due to the subsidiaries whose functional currencies is the Swiss franc, the cost basis of the Constantin Medien Group increases as a result of the ongoing strength of the Swiss franc that could possibly not be fully offset by higher revenues. Especially during the 211 financial year, the Swiss franc increased significantly in value against the Euro. As a result of the intervention by the Swiss National Bank, which in early September 211 set a minimum value of 1.2 Swiss france in relation to the Euro, this risk is temporarily limited. 7.6 Risks within the Segment Other Business Activities Risk factors regarding the economic result from EBU projects (particularly for sponsorships) primarily exist based on regional fac tors as well as the overall economic situation in the Eurozone. In addition, the pan-european televoting enthusiasm decreased in the last few years. This development is expected to con tinue, which could influence overall revenues from the project. Sponsorship acquisition for the new projects AvD-Oldtimer- Grand-Prix and Eurovision Young Musicians, is extremely challenging because of the economic situation in Europe. In the gaming publisher market, the oversupply is resulting in a decline in prices for the purchase of play money or the level achievement of games. Revenues from gaming are therefore likely to reduce while at the same time, the marketing costs required to acquire new customers/players will be up. Therefore, there is still the risk that if the economic situation of the Group deteriorated additional financing funds might not be available or not available to the extent needed or only avail - able on much less favorable terms. Credit risks A credit risk exists when the debtor is unable to meet a repayment obligation for a receivable on time or at all. The credit risk includes the direct counterparty risk and the risk of credit deterioration. Credit risks could exist on liquid funds, deposit account balances, securities, derivative financial instruments and customer receivables or contractual claims. Potential default risks on customer receivables are regularly evaluated and, if required, valuation allowances for bad debt are recognized. In addition, the Company ensures the risk of default caused by insolvency of a debtor by obtaining credit checks for debtors. Therefore, the Group assesses the credit quality of receivables that are neither overdue nor impaired to be largely recoverable. The maximum credit risk of the Constantin Medien Group is equivalent to the carrying value of the financial assets, and the amount of future contractual claims. Market risks Market risks refer to the risks arising from changes in market prices. For the Constantin Medien Group, these are particularly risks from currency exchange rate and interest rate fluctuations. 7.7 Financial risks A liquidity risk arises if payment obligations of the Group cannot be covered by cash on hand or from corresponding credit Currency risks The Constantin Medien Group is exposed to currency risks as part of its ordinary business activities. This primarily relates to 67

212 Combined Group Management and Management Report Risk report the US dollar, CAN dollar, Swiss franc and, due to subsidiaries with their functional currency denominated in the Swiss franc, to the Euro. Exchange rate fluctuations can give rise to undesired and unforeseeable profit and cash flow volatility. with high flexibility, variable interest rate agreements allow for future fluctuations in credit withdrawal. Furthermore, there is the option of establishing a fixed interest base through interest hedges where necessary. Every subsidiary is subject to risks associated with exchange rate fluctuation when it transacts with international contractual partners and as a result incurs future cash flows that do not correspond to the functional currency of the respective sub - sidi ary. The Constantin Medien Group does not transact business activities in currencies that have above-average volatility or are otherwise particularly risky. Regarding material transactions, mainly in US dollars, CAN dollars and Swiss francs, the Group aims to reduce the currency risk through the use of appropriate derivative financial instruments. Such derivative financial instruments are entered into with credit institutions. Hedges largely relate to future foreign currency cash flows for film projects and for financial liabil - ities. In general, the Group ensures that the amount of the hedg ing instruments does not exceed the amount of the hedged item. In addition, in order to hedge against currency risks from off-balance sheet fixed claims in US dollar, foreign currency liabilities are also used as hedges. Interest risk Interest risk generally arises when market interest rates change and there is a resulting improvement or deterioration in the proceeds from deposits or payments for money procured. The interest fluctuation risk for the Group relates predominantly to current and non-current financial liabilities. Furthermore, an interest fluctuation risk arises from the mismatching of matur - ities, which is actively monitored by the Group, especially through observations of the development of the yield curve. At the present time the Constantin Medien Group has fixed and variable interest-bearing current financial liabilities and fixed interest-bearing non-current financial liabilities. In times of rising interest rates, fixed interest agreements offer a corresponding hedge against additional costs. However, in times of falling interest rates they have the disadvantage that the Company cannot profit from that development. In the case of financial liabilities without flexible arrangements for withdrawal and repayment, fixed interest arrangements provide adequate planning assurance. In contrast, in credit agreements 7.8 Risks from judicial proceedings Damage claims and shareholder lawsuits Almost 9 shareholders have filed lawsuits against what was formerly EM.TV & Merchandising AG, now Constantin Medien AG. Currently, of these, the lawsuits of approx. 52 shareholders have not yet been finalized. The special damages asserted in these proceedings overall amount to approx. EUR 1.85 million as of December 31, 212. The claims of these shareholders are based on a number of different circumstances and legal foundations, the background being the drop in the EM.TV stock price that occurred during 2/21. Almost 4 lawsuits have now been finalized and are legally valid or have been settled by withdrawal. In seven proceedings, a court settlement was reached with these shareholders. Otherwise, in almost all cases, the courts delivered judgments in favor of the Company. So far, the Company has been ordered to pay damages in only four cases. It cannot be ruled out that further of these plaintiffs will be awarded damages in the event that the claims are not time-barred, the preconditions for liabil - ity are met and the plaintiffs succeed individually in proving causality. If any claim is made against it, the Constantin Medien AG will review and, if applicable, assert any rights of recourse against former Board Members. Several plaintiffs have filed petitions for rulings on certain facts and legal questions based on the German Capital Investor Proceedings Act. Some of these petitions have already been pub - lished in the register of lawsuits. So far, the competent senate of the Munich Higher Regional Court however only announced model case proceedings on April 2, 212 only in one case in the Federal Gazette. The competent senate of the Munich Higher Regional Court largely rejected the orders of reference of the Regional Court. The rulings of the model case proceedings mentioned above would then have a binding effect on all cases whose rulings depend on the respective factual and legal issue, which is the object of these model case proceedings. So far, these model case proceedings have not yet been finalized. Shareholder action A share-based proceeding filed by various applicants in 24 68

Combined Group Management and Management Report 212 Opportunities report asserting the inadequacy of the exchange ratio related to the restructuring of EM.TV & Merchandising AG, and requesting the setting of an additional cash amount payable by Constantin Medien AG had been suspended by the Regional Court Munich I in December 26. In September 211, this Court resumed the proceedings, which has continued since then. So far, these proceedings have not yet been finalized. 7.9 Tax risks A tax audit for the years from 21 to 26 is currently pend ing for Constantin Medien AG and its subsidiaries. The audit at Constantin Medien AG is still in progress. The audit for the years from 27 onwards has already commenced for some subsidiaries. It cannot be ruled out that additional findings will be made beyond those findings previously made, resulting in tax assessments that differ from the ones previously made. 7.1 IT risks In order to ensure smooth operations, the Constantin Medien Group must rely on IT services and systems. It cannot be ruled out that, in spite of security measures such as access control systems, emergency plans and undisrupted power supply to critical systems, backup systems and regular data mirroring, Constantin Medien Group might not be sufficiently protected against IT system failure. The risks regarding unauthorized access to corporate data are largely avoided by using virus scanners and firewall systems. In addition, the Group implements measures in order to keep the existing IT service landscape technologically up-to-date and to counteract the aging process of devices and program technology. An IT service and system failure, a theft of corporate data or a manipulation of corporate IT could have severe negative consequences on the net assets, financial position and the results of operations of the Constantin Medien Group. 8. Opportunities report 8.1 Opportunities within the Segment Sports Through its high technical coverage in about 9 percent of the accessible German households, the free-tv channel SPORT1, as a special interest channel, considers itself to be well-positioned to face the stiff competition for attractive sports rights. With first exploitation rights in free-tv for the 2 nd Soccer Bundesliga, which the DFL confirmed to Sport1 GmbH on April 17, 212, for the rights period 212/13 through to 216/17, Sport1 GmbH has attractive top rights to ensure the presence of top level soccer on the station over the next years and to secure the appeal of SPORT1 for the advertising industry. The channel also secured an attractive long-term rights portfolio for other sports disciplines, including motorsports, ice-hockey, tennis or British Sports, the broadcasting rights for the Basketball Bundesliga (until the 213/14 season), the Handball Bundesliga (until the 216/17 season) and not least the new agreement for extensive broadcasting rights for the Formula 1 until 215. Since the State Gambling Treaty that became effective early in 28 was declared contrary to European law by the decision of the European Court of Justice on September 8, 21, set forth a state monopoly for operating sports betting as well as TV and internet advertising bans for sports betting, the Federal German States signed a new State Gambling Treaty on Decem - ber 15, 211, which is to slightly relax these provisions. By now, Schleswig-Holstein has also joined this State Gambling Treaty. The new State Treaty that become effective on July 1, 212, now contains the option to grant a limited number of concessions, including for private providers of sports betting. In addition, there will be a ban, which reserves the right of permission regarding the advertising of sports betting offers on TV and online. So, the general legal conditions for advertising the above-mentioned offers in the SPORT1 program and on the online platform SPORT1.de could improve as soon as and if the relevant concessions and advertising permits are granted. This could have a positive effect on the earnings situation of Sport1 GmbH. Agreements were signed with the subsidiaries of SES Astra, Deutsche Telekom, Kabel Deutschland, Unitymedia Kabel BW as well as Vodafone for the distribution of SPORT1 in HD quality and also for the distribution of the pay-tv channel SPORT1+ with Deutsche Telekom, Kabel Deutschland, Unitymedia and Kabel BW. Since May 211, SPORT1+ has also been distributed for the first time in Austria and Switzerland via the cable networks of UPC Austria and upc cablecom. SPORT1 HD is also broadcast in Austria via Telekom Austria and since January 212 in Switzerland via sunrise. In addition to these agreements, Sport1 GmbH is in promising talks with other infrastructure providers regarding the feeding-in of SPORT1+ and SPORT1 HD. In the event that agreements are signed with these infrastructure providers, Sport1 GmbH would have the opportunity of generating additional revenues. Moreover, the 69

212 Combined Group Management and Management Report Opportunities report effectiveness of the exploitation is further improved by the sports rights in pay-tv also being exploited on SPORT1+ and the synergies arising in connection with the production of SPORT1 can be better used. Enhanced economic opportunities occur for SPORT1.de due to the user's high affinity from the liberalization of the sports betting market as well as the easing of the advertising restric - tions placed by the legislator. The liberalization would lead to a large-scale loss of the risks still applying to the advertising of sports betting. In addition, there are growth opportunities both in coverage and marketing in the chosen path towards diversification and increasing distribution of SPORT1.de contents, especially in the areas of video and mobile. After the DFL awarded the audiovisual rights for the Soccer Bundesliga and the 2 nd Bundesliga from the 213/14 season, Constantin Sport Medien from today's perspective no longer enjoys relevant economic opportunities, because the Company will largely cease current operations after the end of the Bundes - liga 212/13 season and in future operate as a project company. Specific opportunities can not yet be foreseen. In a production market still marked by tension, PLAZAMEDIA is still very well positioned due to its wide range of integrated services, processes and technical equipment and infrastructure, as well as its strong market position that is based on years of work, experience and proven expertise. The increas - ing digitization and related growing number of free-tv and pay- TV channels as well as distribution platforms, and the ongoing strong demand of rights holders such as associations, leagues, infrastructure providers or platform operators for forward-look - ing and technically innovative productions in high definition standard or cross-platform content handling, above all for filebased productions and live streamings, offer good opportu - nities for growth. 8.2 Opportunities within the Segment Film The increasing internationalization of the business activities of Constantin Film AG in the theatrical area also offers opportunities of opening up international markets with major Englishspeaking productions such as currently Tarzan or The Mortal Instruments City of Bones. In addition, the strategic partnership between Constantin Film AG and the US studio Dream- Works is also a great success. This alliance guarantees topclass international productions in the German-speaking area for years to come, and at the same time improves the position of Constantin Film AG when buying film licenses in a highly competitive environment. New opportunities are also opening up in the TV area due to recent strategic corporate activities, which Constantin Film AG is using to accelerate international production activities. With the newly founded subsidiary Nadcon Film, the company is strengthening its position as a program distributor to German TV channels with international co-productions, and via the new global distributions of the joint venture Mister Smith Entertain ment own productions can now be directly sold internationally. 8.3 Opportunities within the Segment Sports- and Event- Marketing Due to the renewed extension of the TEAM mandate for the marketing of the commercial rights for the UEFA Champions League, UEFA Europa League and UEFA Super Cup (each for the match periods 215/16 to 217/18) very good perspectives opened up for continuing the close co-operation with the European Football Association. If contractually agreed performance targets as part of this marketing process will be achieved, then TEAM s contract with UEFA will be automati - cally extended for three additional match periods (218/19 to 22/21). The close relationship with UEFA is additionally docu mented in the fact that two of its representatives have been Members of the Board of Directors of TEAM since early December 212. 8.4 Opportunities within the Segment Other Business Activities Good strategic opportunities result from the most recently acquired projects (merchandising of the Eurovision Song Contest und Eurovision Young Musicians), which further expand existing business areas, particularly because the Eurovision Young Musicians project combines existing activities in the area of classical music with those of the EBU, where a successful partnership has been existing for many years. The marketing activities in the TV area of the Vienna Philharmonic Orchestra project were strengthened further so that an additional increase in the number of TV channels airing this is to be expected from 213. By developing the high-performance Fun Poker software, Poker - mania GmbH has triggered much interest among the operators 7

Combined Group Management and Management Report 212 Risiks and opportunities of the Constantin Medien AG Outlook of gaming platforms (gaming publishers). The poker game can help possible licensees to expand their gaming offer with Fun Poker. At the same time, Fun Poker offers a further opportunity to provide customers/gamers with an attractive alternative to using play money. 9. Risiks and opportunities of the Constantin Medien AG The annual financial statements of the Constantin Medien AG are essentially influenced by the opportunities and risks of its subsidiaries. 1. Outlook 1.1 Economic environment Most economists are assuming a further weakening of the global economy in 213, without the risk of a global recession. The Inter -national Monetary Fund (IMF) again corrected its growth forecast for 213 downwards in October last year, and is now forecasting a global growth of 3.6 percent (previously: 3.9 percent). The analysts of the bank M.M. Warburg consider the biggest risks for the global economy to be a possible escalation of the debt crisis in Europe, the economic and budget risks in the USA, a significant weakening of the economy in the emerging markets, a strong increase in returns on the bond markets, as well as smoldering geopolitical risks, such as the never-ending crisis in the Middle East. The debt crisis and the weak eco - nomic development in the Eurozone countries remain the biggest uncertainty factor for the global economy in 213. In many other Western industrial countries and in the emerging markets, early indicators have recently improved somewhat. In light of the ongoing consolidation pressures due to the indebt - edness of public budgets and private households, the eco - nomic environment in the industrial countries will continue to be difficult in 213 according to M.M. Warburg. For the German economy, the IMF assumes a GDP growth of.9 percent in 213, and therefore a similar growth level to 212. This means that Germany would again stand out positively in the Eurozone, for which growth of only.2 percent is predicted. The German Federal Government however is less optimistic for 213 and expects an increase in economic performance of only.4 percent, after significantly lowering its forecast in fall of 212. The ifo-institut in Munich predicts that, after a temporary stag - nation of economic performance during 213, private consump tion and increasing demand outside Europe for German export goods will be on the rise again. This is based on the assump tion that the Eurocrisis would not intensify further, which would require the fiscal consolidation in the crisis states to continue. Sources: International Monetary Fund (IMF): World Economic Outlook, Update October 212, ifo-institut, Munich: ifo-konjunkturprognose 212/213, December 13, 212, M.M. Warburg & Co., Hamburg: Kapitalmarktperspektiven, January 213, German Federal Government Annual Economic Report, January 16, 213 1.1 Sector environment 1.2.1 Segment Sports TV- and online advertising market Whereas ZenithOptimedia in its forecast up to 215 assumes an average annual growth of nearly 2 percent for total advertis - ing investments in Germany, the media agency Mindshare predicts at best a stagnation of the advertising market for 213. The reasons for this are the Eurocrisis and resulting effects on the economic development in Germany. Only the Online area would be an exception, which would be due to the shift of rev enue sources for marketing funds towards the digital channels. Sources: Zenith Optimedia press release regarding Advertising Expendi - ture Forecast dated December 3, 212; Mindshare press release dated January 4, 213 In its forecast published in October 212, PwC predicts a continued stable development of the economy in Germany in the next few years and no strongly negative influence on the TV adver tising market. Instead, the advancing digitization, extended HD offer and growing use of social media channels supporting TV would sustainably strengthen TV as the lead medium and therefore increase its attractiveness for advertisers. This is reflec - ted in PwC's estimates regarding the development of TV advertising revenues, according to which a growth of 1.3 percent can be assumed for 213 compared to 212, corresponding to an increase from EUR 4. billion to EUR 4.5 billion. In each of the next few years, advertising revenues are expected to increase slightly so that PwC predicts a total growth to EUR 4.25 billion by 216. 71

212 Combined Group Management and Management Report Outlook According to PwC, stationary online advertising will increase by another two-digit growth with a gain of 1.4 percent compared to 212, going up from EUR 4.386 billion to EUR 4.844 billion. In the next few years, growth will successively slow down and reach 8 percent in 216 compared to 215. PwC forecasts that display marketing will be the driver, especially due to fur - ther innovations in targeting and moving-image advertising. According to the forecasts, mobile online advertising will gain 32.2 percent in 213 compared to 212, going up from EUR 121 million to EUR 16 million. This development would be due primarily to the increased use of smartphones and therefore higher mobile media consumption. By 216, mobile online advertising will remain the market segment with the most dynamic growth, but it will nonetheless also experience a slowdown of growth. In 216, revenues will have increased to EUR 31 million nearly twice the revenues in 213. Sources: Zenith Optimedia press release regarding Advertising Expenditure Forecast dated December 3, 212; Mindshare press release dated January 4, 213; Magna Global press release regarding Advertising Forecast 213 dated December 3, 212; study German Entertainment and Media Outlook: 212 216, PricewaterhouseCoopers AG Wirtschaftsprüfungsgesellschaft, October 212 Source: study German Entertainment and Media Outlook: 212 216, PricewaterhouseCoopers AG Wirtschaftsprüfungsgesellschaft, October 212 Production services Advertising revenues, the main revenue source for free-tv channels, are an important indicator for the development of the German production market. In its forecast published in October 212, PwC predicts a continued stable development of the economy in Germany in the next few years and no strongly negative influence on the TV advertising market. Instead, the advancing digitization, extended HD offer and growing use of social media channels supporting TV would sustainably strengthen TV as the lead medium and therefore increase its attractiveness for advertisers. This is reflected in PwC's estimates regarding the development of TV advertising revenues, according to which a growth of 1.3 percent can be assumed for 213 compared to 212, corresponding to an increase from EUR 4. billion to EUR 4.5 billion (also see estimate under 9.2.1 TV and Online Advertising Market). Source: study German Entertainment and Media Outlook: 212 216, PricewaterhouseCoopers AG Wirtschaftsprüfungsgesellschaft, October 212 Pay-TV and IPTV The study German Entertainment and Media Outlook: 212 216" predicts an increase in the proportion of subscriber households by 216 to 61 percent of total households. Subscriber households comprise both cable and IPTV households, satellite households with pay-tv and customers with the Sky pay-tv platform. According to PwC, this upward trends is primarily due to the increasing demand for pay-tv and IPTV offers. Customers particularly express ongoing strong interest in HD and sports offers. For pay-tv based on 5.9 million households in 212 7.6 million pay-tv households are expected for 216. This would correspond to an average annual increase of 7.5 percent. Compared to the number of households overall, the proportion of pay-tv households would be 15.3 percent in 212 and 19.7 percent in 216. For the number of IPTV households, PwC predicts an increase from 1.6 million in 212 to 2.5 million in 216. This would mean an average of nearly 11 percent per year. The proportion of IPTV households compared to all TV households would increase from 4.3 percent in 212 to 6.5 percent in 216. The high intensity of competition in the TV production market and the strong budget discipline on the part of customers still result in efficiency pressure to e.g. process more and more higher-quality program hours at lower cost. The increasing digitization of the distribution channels and related opportunities for new (special interest) programs, e.g. by switching off the analog satellite radio signal in April 212, as well as the increasing demand for HD, will result in new growth opportunities for the production services market. As a result of the increasing digitization, technical further developments and their multimedia use, service providers must face the high demands of covering a broad range of offers. 1.2.2 Segment Film In the German theatrical market after the excellent figures of the final quarter of 212 and in view of a number of promising theatrical releases such as A Good Day to Die Hard, Django Unchained, Oblivion, Monsters University, The Hangover 3, Star Trek Into Darkness or World War Z enthusiasm might continue, resulting in a strong first half of 213. From a German perspective, the Constantin Film productions 396 Tage, Fünf Freunde 2 and Ostwind as well as Kokowääh 2 72

(Warner), Rubinrot (Concorde) and Schlussmacher (Twentieth Century Fox) could contribute to this and ensure a very good German market share. In the TV service production segment, forecasts are still reticent, because many current market developments such as the effects of the household fee on the production activities of the public channels, innovations in the product portfolios of private channels or also the pay-tv expansion on the service production market are not yet obvious. Last but not least, the internet, particularly YouTube TV channels, must be closely observed as potential competitors for commercial TV. In the national TV service production segment, it is generally difficult to assess the market environment. Four years after the dramatic advertising crisis, the TV channels are still holding back on expenditure for new format, even if industry specialists are forecasting a lively advertising market in Germany for 213. In Germany, pay-tv is currently developing positively and could become an interesting partner for TV service productions in the near future. In the Home Entertainment aerea, it must be assumed that the good result of 212 will not necessarily continue in the current year. Revenues on the German market will likely be just below the prior year value. In physical sell-through, a downward trend can be identified in the sale of DVDs, with a simulta neous ongoing increase in Blu-ray sales. 1.2.3 Segment Sports- and Event-Marketing PwC forecasts in a study that global revenues from broadcasting rights for sports events will increase by an average of nearly 4 percent a year to around USD 35 billion by 215 (21: around USD 29 billion). This makes it the area with the second highest growth rates among all revenues in the Sports segment (ticket sales, sponsorships, merchandising etc.). With a share of around 38.3 percent of the revenues from broadcasting rights, the EMEA region (Europe, Middle East, and Africa) is still the biggest sub-market, whereas PwC expects the highest growth rates for North and South America. Source: PricewaterhouseCoopers AG Wirtschaftsprüfungsgesellschaft: Changing the game Outlook for the global sports market to 215, December 211 According to the evaluations of the Sponsoring Trade Association (Faspo) in the sponsorship area, German companies will increasingly invest in sports sponsoring until 214. With an estimated sponsoring volume totaling around EUR 4.4 billion in 212, Faspo is expecting a budget of around EUR 2.8 billion for sports sponsoring activities. This amount is expected to go up to around EUR 3 billion by 214. With 81 percent of sports sponsors investing in this area, according to Faspo, soccer would remain the dominating sport, followed at a distance by basketball (32 percent), handball (28 percent), icehockey (23 percent) and horse-riding (19 percent). Source: study Sponsor Visions 212, Sponsoring Trade Association (Faspo) According to the forecast by ZenithOptimedia, the global advertising market in the period from 213 to 215 will again grow faster than in previous years. For 213, the company is expecting an increase of 4.1 percent, and for 215 even an increase of 5.6 percent. ZenithOptimedia lists the developing markets as growth drivers, whose advertising investments in 213 will go up by 8 percent, whereas developed markets will only be able to achieve an increase of 2 percent. Source: ZenithOptimedia, Advertising Expenditure Forecast, December 212 1.2.4 Segment Other Business Activities In August, PwC predicted rapid growth for the computer and video games market in Germany: According to the company's estimates, German gamers will spend around EUR 2.9 billion on games in 216. Compared to the comparative value of around EUR 2. billion in 211, this corresponds to an average increase per year of 7.7 percent. PwC predicts by far the biggest growth in the segments Mobile Games, with an aver age increase per year of 18.6 percent, and Online Games, with an average growth per year of 15.7 percent. Source: PricewaterhouseCoopers AG, press released dated August 13, 212 1.3 Strategic priorities 1.3.1 Group The Constantin Medien Group is continuing to pursue its strategic objective of becoming a leading media group in German-speaking countries, which generates stable, positive financial results. 1.3.2 Segment Sports SPORT1 will particularly focus on promoting its multimedia strategy and the related expansion of the distribution of SPORT1 HD and SPORT1+ or sports contents via additional 73

212 Combined Group Management and Management Report Outlook infrastructure and platform providers in 213. In order to respond to structural changes in the German TV landscape and resulting stronger competition, the focus is on the further development of SPORT1. Since the end of 212, we have developed numerous new formats and projects in the Sports segment, which on the one hand aim at honing the profile of SPORT1 more clearly as a sports channel and on the other hand will further strengthen the SPORT1 brand in its multimedia focus. Against the background of the increasing digital and convergent media usage behavior and the transformation of traditional TV viewers into users of cross-platform offers, the consequent expansion of existing and the development or further development of new diversification business models, be - yond the classic online and free-tv areas, are also of top priority in the context of the activities of the multimedia brand SPORT1. In the online area as well, the activities will aim at further distributing the SPORT1 brand in the financial year 213. The focus will again be on the topics video and mobile. Moreover, the expansion of the online offer for new, additional portals that will thematically flank and complement SPORT1.de, will also consistently be driven forward, including with a strong focus on social media. The implementation of this strategic focus in 213 will involve higher investments in the area of program and production costs. 1.3.3 Segment Film In the theatrical production/rights acquisition area, Constantin Film AG's strategic priorities will be on maintaining and optimizing the high quality of its national and international inhouse and co-productions as well as on selectively purchasing top-class licensed films. In addition, Constantin Film will in future have a stronger focus on the production of Englishspeaking titles for the global market. The aim is generally to produce and exploit films with event character. For 213, Constantin Film already has 18 promising film projects in the pipeline, of which some are English-speaking productions tailored to the international market. These particularly include the extravagant 3D production Pompeii, which Paul W.S. Anderson is going to direct. After shooting starts for the comedy und Äktschn! starring Gerhard Polt, the first months of this year will also see the shooting of the Constantin Film co-production Schoßgebete based on the bestseller by Charlotte Roche, as well as of the international in-house production Love, Rosie, based on the romantic novel of the same name by the successful Irish author Cecelia Ahern, and the Rat Pack production Fack Ju Göhte, among others. The strategic focus of PLAZAMEDIA will continue to be on the consistent expansion of existing customer relations domestically and abroad and especially on the development and further development of new business models. The expansion of technological market leadership in the HD area, the further development of technological innovations such as interactive, digital or mobile add-ons as well as digital archiving and distri - bution of content will continue to be drivers in the production sectors and for PLAZAMEDIA, as well. The aim is to transfer the production group s proven know-how in these areas to new customer groups and business areas. In the financial year 213, Constantin Sport Marketing's prior i- ties will be on using integrated marketing models to more intensely offer the existing expertise and entire performance spectrum of the brands in the Sports segment as a combined solution. In addition, the co-operation with sports associations, sports right holders and marketers will also be intensified. In media marketing, Constantin Sport Marketing will continue to focus on opening up additional business areas and new rev - enue sources. In the field of TV service production, as well, the Constantin Film group will in future attend more strongly to major Englishspeaking productions whose casting and themes aim at international tastes. In addition, the Constantin Film group pur - sues the strategy in this area of further expanding its tried and tested partnerships with the major TV stations and of contributing to their success with high-quality, innovative produc - tions such as the new Tatort Hamburg for ARD or the Ken Follett bestseller adaptation Pillars of the Earth for ZDF. Internationally, the subsidiary Nadcon Film is to gain new coproduction partners and globally realize attractive series and TV films. In theatrical distribution, Constantin Film AG continues to apply its tried and tested strategy of combining top-class inhouse and co-productions with promising licensed films e.g. from the DreamWorks output deal, and, due to intense competition, of releasing them to the big screen in periods relevant to the viewers. The distribution line-up for the 213 theatrical year currently comprises 18 films (9 in-house/coproductions and 9 licensed films). As in the past, the distri- 74

bution focus will be on the second half of the year. During this period, the international 3D CGI in-house production Tarzan, the in-house/ co-productions The Mortal Instruments City of Bones and Fack Ju Göhte as well as the licensed film Ender s Game a science fiction thriller starring Harrison Ford and Ben Kingsley will be released among others, as will Walking with Dinosaurs 3D. In the Home Entertainment area, Constantin Film AG will continue to add to its strong in-house/co-productions with highquality licensed films. The strategy in this segment furthermore includes an attractive presentation of products in multimedia houses and of adding appealing extras to DVDs/Blu-rays. Successes in the digital area e.g. a high number of paid video downloads of new Constantin Film releases are to be expand ed further in the future. The first quarter has already prom ised a successful start into 213 with Constantin Film's movie hits Step Up Miami Heat and Resident Evil: Retribution as new releases on the market. partnerships on the one hand, and acquire new customers on the other hand. In addition, it is planned to further intensify the co-operation between Highlight Event & Entertainment AG and Highlight Communications AG in order to strengthen the market position of both companies. On the operational side after the successful handling of the Vienna Philharmonic Orchestra s New Year s Concert in 213 the preparations for upcoming highlights are in full speed. This year, the Eurovision Song Contest will be held in Malmö/ Sweden between May 14 and 18, 213, and the open air Summer Night Concert of the Vienna Philharmonic Orchestra will take place on May 3, 213. 1.4 Financial targets of the Group It should be noted that actual results could significantly differ from expectations of projected developments if the assump - tions underlying the forward-looking statements prove to be inaccurate. In license trading/tv exploitation, Constantin Film AG will fur - ther expand its good long-term contacts with the major German TV channels and furthermore plans to acquire new partners. Since the TV market is becoming increasing fragmented, many new special interest channels are trying to gain market share. The Constantin Film group is aiming at also providing them with the relevant content. 1.3.4 Segment Sports- and Event-Marketing The strategic goal of the TEAM group still continues to further strengthen and expand its market position as one of the world's leading sports marketing agencies for international major events. Key success factors in this context are the company s proven extensive expertise and its close, long-standing rela - tionships with customers. On the operational side, the focus will be on actively support - ing commercial partners in the current match period and preparing the marketing process for the new UEFA Champions League and UEFA Europa League sales cycle (215/16 to 217/18), which will start in the course of the year 213. On the basis of the development in the Segments, the Man agement Board is predicting Group sales in a range of between EUR 44 million and EUR 48 million. Considering the hold - ing costs as well as the financial expenses and taxes, the Man - agement Board is expecting positive Group earnings attribut - able to shareholders. For the 214 financial year compared to the 213 financial year, the Constantin Medien Group is planning for lower earnings attributable to shareholders. The result of Constantin Medien AG in the annual financial statements is significantly influenced by the annual results of its subsidiaries, which have an impact through profit transfer agreements and dividend distributions. Overall, the Management Board anticipates positive earnings for the annual financial statements of Constantin Medien AG in 213 and, from today's perspective, negative earnings for 214. Ismaning, March 2, 213 Constantin Medien AG 1.3.5 Segment Other Business Activities The strategic objective of Highlight Event & Entertainment AG is to further expanding its position in the event- and entertainment business. For this purpose, it aims to extend existing Bernhard Burgener Chief Executive Officer Antonio Arrigoni Chief Financial Officer 75

76

Consolidated Financial Statements 77

212 Consolidated Financial Statements Consolidated Balance Sheet Assets Consolidated Balance Sheet as of December 31, 212 in EUR Note 12/31/212 12/31/211 Non-current assets Film assets 5.1 135,64 128,133 Other intangible assets 5.2 32,735 43,187 Goodwill 5.2 43,832 44,85 Property, plant and equipment 5.3 14,741 2,786 Investments in associated companies and joint ventures 5.4 336 352 Non-current receivables 5.6 1,212 6,26 Receivables due from associated companies and joint ventures 11 2,727 Other financial assets 5.6 214 24 Deferred tax assets 5.1 3,11 5,873 233,962 248,916 Current assets Inventories 5.5 3,643 5,14 Trade accounts receivable and other receivables 5.7/5.8/5.17 128,957 133,831 Receivables due from associated companies and joint ventures 11 2,754 1,599 Other financial assets 5.6 2,935 1,94 Income tax receivables 5,51 3,48 Cash and cash equivalents 5.9 91,113 15,69 Non-current assets held for sale 5.11 3,436 237,889 295,555 Total assets 471,851 544,471 78

Equity/Liabilities Consolidated Balance Sheet as of December 31, 212 in EUR Note 12/31/212 12/31/211 Equity 5.12 Subscribed capital 85,131 85,131 Treasury stock -7,424-7,424 Capital reserve 11,195 11,426 Other reserves 14,788 14,717 Accumulated loss -174,886-172,327 Shareholders' interests 4,962-2,559 Equity attributable to the shareholders 32,766 27,964 Non-controlling interests 5,959 45,96 83,725 73,87 Non-current liabilities Financial liabilities 5.15 28,554 28,421 Other liabilities 5.14 281 9,968 Pension liabilities 5.18 5,693 6,227 Provisions 5.19 4,764 4,471 Deferred tax liabilities 5.21 18,26 17,195 57,552 66,282 Current liabilities Financial liabilities 5.15 149,33 24,989 Advance payments received 5.16 37,73 35,263 Trade accounts payable and other liabilities 5.14/5.17 117,442 136,834 Liabilities due to associated companies and joint ventures 11 1,113 1,175 Provisions 5.19 19,489 17,455 Income tax liabilities 5.2 5,794 8,63 33,574 44,319 Total equity and liabilities 471,851 544,471 79

212 Consolidated Financial Statements Consolidated Income Statement Consolidated Income Statement January 1 to December 31, 212 in EUR Note 1/1 to 12/31/212 1/1 to 12/31/211 Sales 6.1 52,539 465,663 Capitalized film production costs and other own work capitalized 6.2 49,118 44,57 Total output 569,657 59,72 Other operating income 6.3 29,27 32,59 Costs for licenses, commissions and materials -56,67-57,99 Costs for purchased services -192,725-155,584 Cost of materials and licenses 6.4-249,395-212,683 Salaries -116,745-114,519 Social security and pension costs -15,251-15,435 Personnel expenses -131,996-129,954 Amortization and impairment on film assets -96,326-75,592 Amortization/depreciation and impairment on intangible and tangible assets -22,15-29,511 Impairment on goodwill -53 Amortization, depreciation and impairment 6.5-119,6-15,13 Other operating expenses 6.6-76,93-88,497 Profit from continuing operations 21,6 5,542 Profit/loss from investments in associated companies and joint ventures 6.7 2-836 Financial income 6.8 9,874 16,77 Financial expenses 6.9-15,178-18,269 Financial result from continuing operations -5,34-1,562 Profit from continuing operations before taxes 16,496 3,144 Income taxes -154-9,953 Deferred taxes -3,828 9,128 Taxes 6.1-3,982-825 Profit from continuing operations after taxes 12,514 2,319 Net loss from discontinued operations -1,94 Net profit 12,514 415 thereof non-controlling interests 7,552 2,974 thereof shareholders' interests 4,962-2,559 8

Consolidated Statement of Comprehensive Income/Loss Consolidated Financial Statements 212 January 1 to December 31, 212 Earnings per share Earnings per share attributable to shareholders, basic (in EUR) Earnings per share attributable to shareholders, diluted (in EUR) Note 6.11 1/1 to 12/31/212.6.6 1/1 to 12/31/211 -.3 -.3 Earnings per share from continuing operations Earnings per share attributable to shareholders, basic (in EUR) Earnings per share attributable to shareholders, diluted (in EUR) 6.11.6.6 -.3 -.3 Earnings per share from discontinued operations Earnings per share attributable to shareholders, basic (in EUR) Earnings per share attributable to shareholders, diluted (in EUR) 6.11.... Average number of outstanding shares (basic) Average number of outstanding shares (diluted) 77,76,42 77,76,42 77,76,42 77,76,42 Consolidated Statement of Comprehensive Income/Loss January 1 to December 31, 212 in EUR 1/1 to 12/31/212 1/1 to 12/31/211 Net profit 12,514 415 Foreign currency translation differences Other comprehensive loss/income, net of tax -63-63 247 247 Total comprehensive income/loss thereof non-controlling interests thereof shareholders' interests 12,451 7,418 5,33 662 2,651-1,989 Total comprehensive income/loss of shareholders thereof continuing operations thereof discontinued operations 5,33 5,33-1,989-1,698-291 81

212 Consolidated Financial Statements Consolidated Statement of Cash Flows Consolidated Statement of Cash Flows January 1 to December 31, 212 in EUR 1/1 to 12/31/212 1/1 to 12/31/211 Net profit 12,514 415 Net loss from discontinued operations Deferred taxes Income taxes Financial result Profit (-) / loss (+) from investments in associated companies and joint ventures Amortization, depreciation and impairment and write-ups on film assets, intangible assets and property, plant and equipment Profit (-) / loss (+) from disposal of film assets, intangible assets and property, plant and equipment Other non-cash items Increase (-) / decrease (+) in inventories, trade accounts receivable and other assets not classified to investing or financing activities Decrease (-) / increase (+) in trade accounts payable and other liabilities not classified to investing or financing activities Dividends received from associated companies and joint ventures Interest paid Interest received Income taxes paid Income taxes received 3,828 154 4,85-2 119,6-129 -13 15,96-15,761 234-8,68 558-6,272 1,264 1,94-9,128 9,953 7,492 836 15,13 154-75 -226-4,774 277-1,53 1,45-9,41 629 Cash flow from operating activities, continuing operations 127,79 93,476 Change in cash and cash equivalents due to acquisitions of companies/shares in companies, net Payments for intangible assets Payments for film assets Payments for property, plant and equipment Payments for financial assets Proceeds/payments due to sale of companies/shares in companies, net Proceeds from disposal of intangible assets and film assets Proceeds from disposal of property, plant and equipment Proceeds from disposal of financial assets 114-2,426-15,58-6,827-3,829 448 2,877-2,521-62,861-6,925 8 61 138 Cash flow for investing activities, continuing operations -117,578-69,223 82

January 1 to December 31, 212 in EUR 1/1 to 12/31/212 1/1 to 12/31/211 Proceeds from capital increase and from issuance of equity instruments Payments for purchase of treasury stock Proceeds from sale of treasury stock Payments for purchase of non-controlling interests Proceeds from sale of non-controlling interests Repayment and buy-back of non-current financial liabilities Repayment and buy-back of current financial liabilities Proceeds from receipt of non-current financial liabilities Proceeds from receipt of current financial liabilities Dividend payments 2,271-9,847-192,469 135,57-4,956-5,222-19,16 116,778-4,755 Cash flow for financing activities, continuing operations -69,944-83,215 Cash flow for discontinued operations -373 Cash flow for the reporting period -59,732-59,335 Cash and cash equivalents at the beginning of the reporting period Change in cash and cash equivalents due to exchange rate movements Cash and cash equivalents at the end of the reporting period 15,69 776 91,113 28,932 472 15,69 Change in cash and cash equivalents -59,732-59,335 83

212 Consolidated Financial Statements Consolidated Statement of Changes in Equity Consolidated Statement of Changes in Equity January 1 to December 31, 212 in EUR Subscribed capital Treasury stock Capital reserve Other reserves Balance 1/1/212 85,131-7,424 11,426 14,717 Foreign currency translation differences 71 Other comprehensive income/loss 71 Net profit Total comprehensive income/loss 71 Reclassification of prior year's net result Capital increase -9 Change in treasury stock Dividend payments Other changes -141 Balance 12/31/212 85,131-7,424 11,195 14,788 Balance 1/1/211 85,131-7,424 111,256 14,147 Foreign currency translation differences 57 Other comprehensive income/loss 57 Net profit/loss Total comprehensive income/loss 57 Reclassification of prior year's net result Capital increase Change in treasury stock -2 Dividend payments Other changes -828 Balance 12/31/211 85,131-7,424 11,426 14,717 84

85 Shareholders' interests -2,559 4,962 4,962 2,559 4,962-11,378-2,559-2,559 11,378-2,559 Noncontrolling interests 45,96-134 -134 7,552 7,418 2,361-4,956 23 5,959 4,23-323 -323 2,974 2,651 2-4,755 7,85 45,96 Equity attributable to shareholders 27,964 71 71 4,962 5,33-9 -141 32,766 3,783 57 57-2,559-1,989-2 -828 27,964 Total 73,87-63 -63 12,514 12,451 2,271-4,956 89 83,725 7,986 247 247 415 662-4,755 6,977 73,87 Accumulated loss -172,327-2,559-174,886-16,949-11,378-172,327

212 Consolidated Financial Statements Notes to the Consolidated Financial Statements General information Accounting policies Notes to the Consolidated Financial Statements 1. General information The Management Board approved the consolidated financial statements on March 2, 213 for submission to the Company s Supervisory Board. 1.1 General information about the Group The Group parent company, Constantin Medien AG, has its reg - istered office in Münchener Straße 11g, Ismaning, Germany. The Company is listed on the regulated market (Prime Standard) of the Frankfurt Stock Exchange. The operating business of the Constantin Medien Group encompasses the Sports, Film, Sports- and Event-Marketing and Other Business Activities segments (see Note 8). 1.2 Basis of presentation The consolidated financial statements of Constantin Medien AG have been prepared pursuant to 315a (1) of the German Commercial Code (HGB) in accordance with International Financial Reporting Standards (IFRS), as adopted by the EU and additionally with the requirements of the German Commercial Code. All IFRS/IAS and IFRIC/SIC are applied that were effective as of December 31, 212. An overview of the subsidiaries, joint ventures and associated companies included in the consolidated financial statements is provided in these Notes. The effects from first-time consoli - dation and deconsolidation of subsidiaries, joint ventures and investments in associated companies are shown in the section Scope of Consolidation (see Note 3). The income statement has been prepared according to the nature of expense method. The annual financial statements of the companies included in the consolidated financial statements are based on uniform accounting policies corresponding to the respective business activities. The preparation of the consolidated financial statements in conformity with IFRS requires management to use estimates and assumptions that affect the classification and measurement of reported income, expenses, assets, liabilities, contingent liabilities and contingent assets as of the balance sheet date. These estimates and assumptions represent management's best estimate based on historical experience and other factors, including estimates about future events. The esti mates and assumptions are continually reviewed. Changes in accounting estimates are necessary if changes occur in the circum - stances on which the estimates are based or as a result of new information or additional findings. Such changes are recog - nized in the period in which the estimate was changed. More details regarding the basis for estimates are available under the relevant balance sheet items (see Note 9). The consolidated financial statements are presented in Euros (EUR), which represent the functional and reporting currency of the Group s parent company. In general, the amounts are stated in thousands of Euros (EUR ) except where otherwise indicated. 2. Accounting policies 2.1 Accounting standards and interpretations applied for the first time The mandatory first-time adoption of IFRS 1, First-Time Adoption of IFRS Hyperinflation, IFRS 7, Financial Instruments: Disclosures (Amendment) Enhanced Derecognition Disclosure Requirements and IAS 12, Income Taxes - Recovery of Underlying Assets (Amendment) in the financial year 212 did not materially impact these consolidated financial statements. 2.2 Newly issued standards, revised standards and interpretations not yet applied The Constantin Medien Group waived the early application of the following new or revised Standards and Interpretations, whose application is not yet mandatory for Constantin Medien AG on December 31, 212. The consolidated financial statements have been prepared under the historical cost convention principle, as modified by the fair value measurement of available-for-sale financial assets, as well as financial assets and financial liabilities (including derivative financial instruments) at fair value through profit or loss. 86

Standards/Amendments/Interpretations Mandatory application for annual periods beginning on or after: IFRS 1, First-Time Adoption of IFRS - Government Loans (Amendment) IFRS 1, First-Time Adoption of IFRS Severe Hyperinflation and Removal of Fixed Dates for First-Time Adopter IFRS 7, Financial Instruments Disclosure Offsetting Financial Assets and Financial Liabilities (Amendment) IFRS 9, Financial Instruments and Amendments to IFRS 9 and IFRS 7, Mandatory first-time Adoption and Disclosures IFRS 1, Consolidated Financial Statements IFRS 11, Joint Arrangements IFRS 12, Disclosure of Interests in Other Entities Transition Regulations (Amendments to IFRS 1, IFRS 11 und IFRS 12) Investment Entities (Amendments to IFRS 1, IFRS 12 und IAS 27) IFRS 13, Fair Value Measurement IAS 1, Presentation of Items of Other Comprehensive Income (Amendment) IAS 12, Income Taxes Recovery of Underlying Assets (Amendment) IAS 19, Employee Benefits (Amendment) IAS 27, Separate Financial Statements IAS 28, Investment in Associates and Joint Ventures IAS 32, Financial Instruments Presentation Offsetting Financial Assets and Financial Liabilities (Amendment) Annual Improvements (29-211)*** IFRIC 2, Stripping Costs in the Production Phase of a Surface Mine 1/1/213* 1/1/213** 1/1/213* 1/1/215** 1/1/214* 1/1/214* 1/1/214* 1/1/213** 1/1/214** 1/1/213* 7/1/212* 1/1/213* 1/1/213* 1/1/214* 1/1/214* 1/1/214* 1/1/213** 1/1/213* * Already endorsed by the EU ** Provided that the EU has adopted said Standard at this date *** Amendments to a number of IFRSs: IFRS 1, IAS 1, IAS 16, IAS 34 Of the above, the following standards are of particular significance for Constantin Medien AG: IFRS 9, Financial Instruments IFRS 9 deals with the classification and measurement of financial assets, including the recognition of different hybrid contracts, and financial liabilities. This Standard forms the first part of a three-part project (classification and measurement, impairment, hedge accounting) to completely replace IAS 39. With the completion of each part of the project, the relevant sections under IAS 39 will be replaced by the new rules introduced under IFRS 9. Pursuant to IFRS 9, all financial assets are divided into two classification categories at the time of recognition. One category is measured at amortized cost, and the other at fair value. Classification is made at the time the financial instrument is initially recognized and depends on the company s business model and on the characteristics of the contractual cash flows. Equity instruments are to be measured at fair value. In the case of equity instruments that are not held for trading, there is an irrevocable option at initial recognition to recognize value changes arising from the subsequent meas - ure ment of the equity instrument directly in equity. However, dividends must be recognized in profit or loss. With respect to the recognition of financial liabilities, IFRS 9 mainly includes amendments concerning the recognition of fair value changes when applying the fair value option. IFRS 9 is mandatory for annual periods beginning on or after January 1, 215. Constantin Medien AG is currently evaluating the potential impact of applying the revised Standard. IFRS 1, Consolidated Financial Statements IFRS 1, Consolidated Financial Statements replaces IAS 27 and SIC 12. Apart from an uniform definition of the term control, the new Standard also contains specific rules on how to 87

212 Consolidated Financial Statements Notes to the Consolidated Financial Statements Scope of consolidation assess whether a parent-subsidiary relationship exists and how to define the scope of consolidation. The control definition under IFRS 1 comprises the elements of power, exposure to variability of returns and the ability to use its power to affect the amount of returns. If all three elements apply, an investor exerts control and the investee is to be fully consolidated. More over, the new rules under IFRS 1 also contain explanations and application examples, such as an example of de facto control in the case of voting rights of less than 5 percent, an example of how to differentiate between the participation and property rights of other shareholders as well as an example taking into account so-called agency relationships when allocating existing voting rights. IFRS 1 is mandatory for the first time for annual periods beginning on or after January 1, 213. The Group is currently evaluating the potential impact of applying the revised Standard. Transition Regulations (Amendments to IFRS 1, IFRS 11 and IFRS 12) The amendments to the transition regulations clarify that the date of first time application of IFRS 1 is for annual periods beginning when IFRS 1 is applied for the first time. Furthermore, the first time application of new consolidation rules, comparative information of disclosures required under IFRS 12 in connection with subsidiaries, associated companies and joint arrangements are mandatory only for directly, preceding comparative periods. For the first time application of IFRS 12, comparative information is not necessary for interests in uncon - solidated structured entities. IFRS 13, Fair Value Measurement The intention of IFRS 13 is to measure fair value by specifying a uniform definition as well as standardizing a transparent measurement hierarchy. IFRS 13 defines fair value as the exit price. The determination of the fair value shall consider the greatest volume of observed current market conditions. For non-financial assets, the fair value is determined by using the asset s highest and best use. IFRS 13 is to be applied for annual periods beginning on or after January 1, 213 and must first be applied prospectively. The Group is currently evaluat - ing the potential impact of applying the revised Standard. IAS 1, Presentation of Items of Other Comprehensive Income (amendment) According to the amended IAS 1, other comprehensive income must be divided into two categories depending on whether or not the items are recognized in profit or loss in the future. The amendments to IAS 1 are to be applied for the first time for annual periods beginning on or after July 1, 212. The amendments will not have a material impact on the presentation of the consolidated financial statements. IAS 19, Employee Benefits (amendment) For the Constantin Medien Group, the material amendments concerning the accounting of defined benefit plans relate to the immediate recognition of so-called actuarial gains and losses in other comprehensive income (OCI). Based on the retrospective application, all cumulative unrecognized actuarial gains and losses as of that date are to be recognized in retained earnings or accumulated loss in the opening balance sheet as of January 1, 212. In addition, the net interest cost is to be calculated on the basis of the discount rate used to discount the pension liability (basis: net liability). The result therefore assumes a return of plan assets in the amount of the discount rate, on which the valuation of the pension liability is based. The presentation of current service cost and the net interest cost in the operating result can be maintained. The amendments are to be applied for the first time for annual periods beginning on or after January 1, 213. As a result of the retro -spective application of the amendments, the accumulated loss before taxes decrease and the pension liability increases by approx. EUR 1,48 thousand as of January 1, 212. The pension cost (before taxes) shown in the profit and loss account is higher by approx. EUR 5 thousand. The statement of comprehensive income for 212 decreases by EUR 1,215 thousand. Accordingly, the pension liability as of December 31, 212 increases by a total amount of EUR 2,313 thousand. The Group is currently evalu - ating further potential impact of applying the revised Standard. 3. Scope of consolidation The following changes in the scope of consolidation arose during the financial year 212: Acquisitions, new formations and first-time consolidation Kuuluu Interactive Entertainment AG On January 22, 212, Rainbow Home Entertainment AG acquired 22. percent of the shares in Kuuluu Interactive Entertainment AG, Pratteln/Switzerland, at a purchase price of EUR 18 thousand, which is recognized at equity in the consoli - dated financial statements. 88

Highlight Event AG On February 6, 212, Highlight Event AG, Lucerne/Switzerland was formed as a 1 percent owned subsidiary of Team Holding AG and was sold on April 1, 212 to Highlight Event & Entertainment AG, Düdingen/Switzerland (until May 11, 212 oper ating under Escor Casinos & Entertainment SA). With this transaction, the carve-out of the music business from the TEAM group and the inclusion of these operations in the Highlight Event & Entertainment AG were completed. It is a transaction within the current scope of consolidation. Sport1 Gaming II GmbH On February 13, 212, Sport1 GmbH acquired a 1 percent interest in the shell company CMS Camera Moving of Systems GmbH, Ismaning, from PLAZAMEDIA GmbH TV- und Film- Produktion. The company was renamed afterwards in Sport1 Gaming II GmbH. Since the acquisition Sport1 Gaming II GmbH is fully consolidated. It is a transaction within the current scope of consolidation. Constantin Entertainment AG On April 2, 212, Constantin Entertainment AG, Pratteln/ Switzer land was formed as a 1 percent owned subsidiary of Rain bow Home Entertainment AG. The company is fully consolidated. Mister Smith Entertainment Ltd. On August 8, 212, Constantin Film AG has acquired 5. percent of the shares of Mr. Smith Entertainment Ltd., London/ UK, for a purchase price of EUR 126. Since then, the company is accounted for as a joint venture using the equity method. Mood Factory AG On August 29, 212, Mood Factory AG, Pratteln/Switzerland, was founded. Rainbow Home Entertainment AG holds 52. percent. The company is fully consolidated. Constantin Entertainment Hungary Kft. On September 17, 212, Constantin Entertainment Hungary Kft, Budapest/Hungary, was founded. All shares are held by Constantin Entertainment GmbH. The company is fully con solidated. October 212 the company was renamed in Nadcon Film GmbH. The company is fully consolidated. The impact of these transactions on the present consolidated financial statements is not material. Capital increase of Highlight Event & Entertainment AG All new 495, bearer shares offered in the capital increase of Highlight Event & Entertainment AG on May 29, 212 were issued and subscribed at an issue price of 17.5 CHF. After the capital increase Highlight Communications AG s holding in Highlight Event & Entertainment AG has increased to 58.967 percent. Including own shares held by the Highlight Event & Entertainment AG, the share of Highlight Communications AG amount to new 59.517 percent. On December 28, 212 Highlight Communications AG acquired further shares of Highlight Event & Entertainment AG and accordingly the share of Highlight Communications AG amount to new 59.891 percent. Other changes On November 29, 212, Highlight Event & Entertainment AG, Düdingen/Switzerland, sold its 5.4 percent interest in Poker mania GmbH, Cologne, to Rainbow Home Entertainment AG, a 1 percent subsidiary of Highlight Communications AG. It is a transaction within the current scope of consolidation. Overview of fully consolidated subsidiaries Constantin Medien AG fully consolidates Highlight Communications AG on the basis of de facto control because Constantin Medien AG assumes that, in line with General Meetings in the years since 29, it will continue to have the majority in attendance at General Meetings of Highlight Communications AG. Königskinder Music GmbH, Munich, is fully consolidated on the basis of de facto control. In addition, the company Resident Evil Productions LLC, Delaware/USA, in which no direct or indirect interests are held, was fully consolidated via Constantin Film AG in accordance with SIC-12. Nadcon Film GmbH On September 18, 212, Constantin Film AG acquired 51. percent of the shares of the shell company Blitz No. K12-182 GmbH, Cologne, for a purchase price of EUR 14 thousand. In 89

212 Consolidated Financial Statements Notes to the Consolidated Financial Statements Scope of consolidation Overview of fully consolidated subsidiaries in 212 Location of the company Shareholding in % Period of inclusion Constantin Sport Holding GmbH* Ismaning Sport1 GmbH Ismaning Sport1 Gaming GmbH Ismaning Sport1 Gaming II GmbH Ismaning Constantin Sport Medien GmbH Ismaning PLAZAMEDIA GmbH TV- und Film-Produktion* Ismaning PLAZAMEDIA Austria Ges.m.b.H. Vienna/Austria PLAZAMEDIA Swiss AG Pratteln/Switzerland Constantin Sport Marketing GmbH* Ismaning Brandsome GmbH* Ismaning EM.TV Finance B.V. Amsterdam/Netherlands EM.TV Verwaltungs GmbH Ismaning EM.TV Beteiligungs GmbH & Co. KG Ismaning Highlight Communications AG**** Pratteln/Switzerland Team Holding AG Lucerne/Switzerland Team Football Marketing AG Lucerne/Switzerland T.E.A.M. Television Event And Media Marketing AG Lucerne/Switzerland Rainbow Home Entertainment AG Pratteln/Switzerland Constantin Film Schweiz AG Pratteln/Switzerland Kontraproduktion AG Zurich/Switzerland Constantin Entertainment AG (CH) Pratteln/Switzerland Mood Factory AG Pratteln/Switzerland Pokermania GmbH Cologne Rainbow Home Entertainment Ges.m.b.H. Vienna/Austria Highlight Event & Entertainment AG Düdingen/Switzerland Highlight Event AG Lucerne/Switzerland Escor Automaten AG Düdingen/Switzerland Highlight Communications (Deutschland) GmbH Munich * Companies, which claim the disclosure option under 264 (3) of the German Commercial Code (HGB). ** The company is held by Constantin Film Produktion GmbH (5%) and Constantin Film International GmbH (5%). *** The company is held with a shareholding of.3% by Constantin Film Produktion GmbH. **** Taking into account the treasury shares held by Highlight Communications AG, the capital share amounted to 48.49%. The companies in which Highlight Communications AG is holding shares, are to be calculated with a shareholding of 47.3%. ***** The company is held with a shareholding of.2% by Constantin Film Produktion GmbH. 1. 1. 1. 1. 1. 1. 1. 1. 1. 1. 1. 1. 1. 47.3 1. 95.27 1. 1. 1. 1. 1. 52. 5.4 1. 59.891 1. 1. 1. 1/1 to 12/31 1/1 to 12/31 1/1 to 12/31 2/13 to 12/31 1/1 to 12/31 1/1 to 12/31 1/1 to 12/31 1/1 to 12/31 1/1 to 12/31 1/1 to 12/31 1/1 to 12/31 1/1 to 12/31 1/1 to 12/31 1/1 to 12/31 1/1 to 12/31 1/1 to 12/31 1/1 to 12/31 1/1 to 12/31 1/1 to 12/31 1/1 to 12/31 4/2 to 12/31 8/29 to 12/31 1/1 to 12/31 1/1 to 12/31 1/1 to 12/31 2/1 to 12/31 1/1 to 12/31 1/1 to 12/31 9

Overview of fully consolidated subsidiaries in 212 Location of the company Shareholding in % Period of inclusion Constantin Film AG Munich 1. 1/1 to 12/31 Constantin Media GmbH audiovisuelle Produktionen* Munich 1. 1/1 to 12/31 Constantin Film Produktion GmbH* Munich 1. 1/1 to 12/31 Constantin Television GmbH* Munich 1. 1/1 to 12/31 Constantin Film Services GmbH* Munich 1. 1/1 to 12/31 Constantin Film Development Inc. Los Angeles/USA 1. 1/1 to 12/31 Constantin Production Services Inc. Los Angeles/USA 1. 1/1 to 12/31 DoA Production Ltd. London/UK 1. 1/1 to 12/31 Resident Evil Mexico S. DE R.L. DE C.V.** Mexicali/Mexico 1. 1/1 to 12/31 Constantin Film International GmbH * Munich 1. 1/1 to 12/31 Constantin Pictures GmbH* Munich 1. 1/1 to 12/31 Constantin Entertainment GmbH* Ismaning 1. 1/1 to 12/31 Constantin Entertainment Polska Sp. z o.o. Warsaw/Poland 75. 1/1 to 12/31 Constantin Entertainment U.K. Ltd. Reading/UK 1. 1/1 to 12/31 Constantin Entertainment Croatia d.o.o. Zagreb/Croatia 1. 1/1 to 12/31 Constantin Entertainment Turkey TV Prodüksiyon Limited Sirketi*** Istanbul/Turkey 1. 1/1 to 12/31 Constantin Entertainment Hellas EPE***** Athens/Greece 1. 1/1 to 12/31 Constantin Entertainment Middle East FZ LLC Abu Dhabi/VAE 1. 1/1 to 12/31 Constantin Entertainment SRB d.o.o. Belgrad/Serbia 1. 1/1 to 12/31 Constantin Entertainment Israel Ltd. Tel Aviv/Israel 75. 1/1 to 12/31 Constantin Entertainment Hungary Kft Budapest/Hungary 1. 9/17 to 12/31 Olga Film GmbH Munich 95.52 1/1 to 12/31 Moovie the art of entertainment GmbH Berlin 75.5 1/1 to 12/31 Rat Pack Filmproduktion GmbH Munich 51. 1/1 to 12/31 Westside Filmproduktion GmbH Krefeld 51. 1/1 to 12/31 Constantin Film Verleih GmbH* Munich 1. 1/1 to 12/31 Constantin International B.V. Amsterdam/Netherlands 1. 1/1 to 12/31 Constantin Music Verlags- GmbH* Munich 1. 1/1 to 12/31 Constantin Music GmbH* Munich 9. 1/1 to 12/31 Constantin Family GmbH* Munich 1. 1/1 to 12/31 Königskinder Music GmbH Munich 5. 1/1 to 12/31 Nadcon Film GmbH Cologne 51. 1/1 to 12/31 91

212 Consolidated Financial Statements Notes to the Consolidated Financial Statements Scope of consolidation Overview of non-consolidated companies The following subsidiaries are individually and as a whole of immaterial significance for the true and fair view of the Group's net assets, financial position and results of operations. Therefore, these companies are not included in the scope of consolidation of Constantin Medien AG. The non-consolidated companies have been reported at a carrying value of EUR thousand. The companies are currently inactive and have no operations. The estimated fair value is approximately equivalent to the carrying value. Non-consolidated companies in 212 Country Currency Share capital in EUR Shareholding in capital in % Smilla Film A.S.* Copenhagen/Denmark DKR 5 1. Impact Pictures LLC** Delaware/USA USD 1 51. Impact Pictures Ltd.*** London/UK GBP 1 51. T.E.A.M. UK**** Reading/UK GBP 1. * Investment of Constantin Film Produktion GmbH ** Investment of Constantin Pictures GmbH *** Investment of Impact Pictures LLC **** Investment of T.E.A.M Television Event and Media Marketing AG Overview of interests in joint ventures The interest in the joint venture listed below is included in the consolidated financial statements using the equity method. A detailed illustration of assets, liabilities, income and period results of the interests in joint ventures is presented under Note 5.4. Joint ventures in 212 Location of the company Shareholding in % Period of inclusion Currency Equity in EUR Net result from the most recent financial year in EUR PolyScreen Produktionsgesellschaft für Film und Fernsehen mbh Munich 5. 1/1 to 12/31 EUR 472 32 Mister Smith Entertainment Ltd London/UK 5. 8/8 to 12/31 GBP -654-654 Overview of investments in associated companies The investments in associated companies presented below are included in the consolidated financial statements at equity. A detailed illustration of assets, liabilities, income and period results of the investments in associated companies is presented under Note 5.4. 92

Notes to the Consolidated Financial Statements Consolidated Financial Statements 212 Accounting and valuation principles Associated companies in 212 Location of the company Shareholding in % Period of inclusion Currency Equity in EUR Net result from the most recent financial year in EUR BECO Musikverlag GmbH* Hamburg 5. 1/1 to 12/31 EUR 67 6 NEF-Production S.A.S. Paris/France 3. 1/1 to 12/31 EUR -1,71-599 Kuuluu Interactive Entertainment AG Pratteln/Switzerland 22. 1/22 to 12/31 CHF -1,191-1,291 * This deals with the figures as of December 31, 211, because the financial statements for 212 are not yet available. 4. Accounting and valuation principles 4.1 Consolidation methods All material subsidiaries are included at full consolidation in the consolidated financial statements. Subsidiaries are companies in which Constantin Medien AG can directly or indirectly exercise control. Control constitutes the power to govern the financial and business operations of the subsidiary so as to obtain corresponding benefits from its activities. This is normally the case when Constantin Medien AG directly or indirectly holds more than 5 percent of the voting rights or potential voting rights of a company. Companies in which Constantin Medien AG directly or indirectly holds 5 percent or less than 5 percent of the voting rights, but exercises de facto control are also included at full consolidation in the consolidated financial statements of Constantin Medien AG. Under de facto control, control arises neither from potential voting rights nor contractual or other agreements. Constantin Medien AG has de facto control if it can exercise control at any time at the general/annual or shareholders meetings on the basis of its voting rights without other shareholders joining together to establish a majority for the purposes of the meeting. Special purpose entities (SPEs) are included in the consolidated financial statements if the Group controls the SPE on the basis of the nature of the relationship to the SPE. The first time capital consolidation is carried out by offsetting the acquisition costs (consideration transferred) of the investment against the revalued proportionate equity share in the subsidiary at the date of acquisition. For this purpose, assets and liabilities (including contingent liabilities) are stated at their fair values regardless of the amount of any non-controlling interests in equity. Acquisition-related costs are expensed in the period incurred. In the case of an acquisition in stages, shares held before control is obtained must be recognized at fair value and added to the consideration at the time of acquisition. Profit or loss resulting from this revaluation must be recognized in profit or loss. The remaining positive difference amount is recognized as goodwill, which is subject to an annual impairment test or tested whenever triggering events for impair - ment arise. Any impairment loss arising from this is imme - diately expensed. Any negative difference arising from capital consolidation following a re-assessment is reported in full as income in the year incurred. For each business combination the acquirer can elect to measure non-controlling interests either at fair value or at the non-controlling interests proportionate share of the acquiree s identifiable net assets. The consolidation of interests in joint ventures, that is companies jointly managed by the Group and other partners, is conducted according to the equity. Investments in companies in which Constantin Medien AG exerts significant influence, generally through an ownership interest between 2 and 5 percent of the voting rights (associated companies) are accounted for using the equity method. The investments are recognized at their acquisition costs at the acquisition date. Any identified goodwill is included in the net carrying value and is not separately recognized. The earn - ings of the associated companies are recognized by the Group on a proportionate basis and are attributed to the investment's net carrying value. Profit distributions from associated companies reduce the investment s net carrying value. Impairment is subject to IAS 36, if triggering events for impairment arise. Changes recognized directly in the equity of the associated company are recognized by the Group to the extent of its holding and are shown in changes in consolidated equity. In the financial statements of the associated company directly in the other comprehensive income (OCI) recorded items (e.g. trans- 93

212 Consolidated Financial Statements Notes to the Consolidated Financial Statements Accounting and valuation principles lation differences) are in the consolidated financial statements shown as a separate item within other comprehensive income (OCI). Companies are deconsolidated when the exercise of control in the respective company ceases. Deconsolidation represents a disposal of all assets including goodwill and liabilities as well as differences arising from foreign currency translation attrib - utable to the subsidiary. Income and expenses incurred up through this date continue to be taken into account in the consolidated financial statements. The effects from intercompany transactions have been eliminated. Receivables and payables between fully consolidated companies are offset against each other. Interim profits are eliminated. Intercompany income is offset against the corre - sponding expense. Non-controlling interests represent that portion of profit or loss and net assets of the subsidiary not attributable to the shareholders of the parent company. Non-controlling interests are separately reported in the consolidated income statement, statement of comprehensive income and in the consolidated balance sheet. Classification in the consolidated balance sheet is shown within the equity section separately from the equity attributable to the parent company interests. The effects from transactions with non-controlling interests that do not result in a loss of control are recognized directly in equity as transactions with equity holders. For transactions resulting in a loss of control, the gain or loss incurred therefrom is recog nized in profit or loss. The gain or loss also contains the effect from the remeasurement of retained interests at fair value. 4.2 Currency translation Functional currency The functional currency of Constantin Medien AG as well as the Group's reporting currency is the Euro. For a majority of the consolidated companies the local currency is the respective functional currency. Some consolidated companies have a local currency that is not identical with its functional currency, to the extent that its local currency is not the currency of the economic environment in which the company mainly conducts its business. Translation of foreign currency balances and transactions Transactions in currencies that are not the functional currency of the respective consolidated company are recognized by the company using the exchange rate in effect as of the transaction date. Monetary assets and liabilities are translated at the balance sheet date using closing rates. Gains and losses from the settlement of these transactions and from the translation of monetary assets and liabilities are recognized in profit or loss. An exception arises for gains and losses from qualified cash flow hedges and from monetary items which from a business management standpoint are a component of the net investment in a foreign operation of the Group. Such gains and losses are recognized in other comprehensive income (OCI). Translation differences from nonmonetary financial instruments held for sale are also recognized directly in other comprehensive income (OCI). Translation differences from monetary financial instruments held for sale are recognized as changes in fair value without impacting profit or loss. In 212, translation differences in the amount of EUR -197 thousand (211: EUR 5,86 thousand) were recognized in profit or loss. Gains/losses from cash flow hedges and from net investments in a foreign operation did not arise. Foreign currency translation within the Group The balance sheets of the foreign subsidiaries stated in a functional currency other than the Euro are translated according to the functional currency method at the midrates as of the balance sheet date; profit and loss items are translated at aver - age rates for the year. Goodwill and fair value changes from purchase price allocation denominated in a functional currency other than the Euro currency are also translated at the rate as of the balance sheet date. The differences arising from this and from foreign currency translation of prior year amounts brought forward are recognized directly in other comprehensive income (OCI). Upon the sale of a foreign consolidated company, cumulative translation differences from the translation of assets and liabili - ties of that company which are recognized in the Group s other comprehensive income (OCI) are recognized as part of the gain or loss on the sale of the company in the income statement. 94

Foreign exchange rates The closing rates are based on the official midrates on the last trading day of the financial year. Exchange rates 1 Euro Period-end exchange rate Average rate 12/31/212 12/31/211 1/1 to 12/31/212 1/1 to 12/31/211 Switzerland CHF 1.277 1.2171 1.2548 1.23358 USA USD 1.3218 1.295 1.2868 1.39284 UK GBP.8184.838.81149.86821 Canada CAD 1.3177 1.328 1.28587 1.3776 Poland PLN 4.789 4.436 4.1893 4.12649 Croatia HRK 7.5826 7.5596 7.5386 7.45626 Mexico MXN 17.216 18.1321 16.9276 17.3783 Turkey TRY 2.3683 2.467 2.31691 2.33781 Serbia RSD 113.619 16.116 113.59442 12.57844 UAE AED 4.855 4.7572 4.72488 5.1167 Israel ILS 4.9371 4.9466 4.96169 4.98268 Hungary HUF 291.123 289.85111 4.3 Segment reporting Segment identification and segment reporting are conducted on the basis of the internal reporting of the organizational unit to the chief operating decision maker with respect to the allocation of resources and assessment of performance. The entire Management Board has been identified as the chief operating decision maker. Determination of the business segments of the Group is based on the organizational units who report to the Group. The Group comprises the segments Sports, Film as well as Sports- and Event-Marketing and Other Business Activities. The Group management functions are shown as Others. These include Group management itself, Corporate Finance, Investor Relations, Controlling, Legal, Group Accounting, Corporate Communications, Internal Audit and Human Resources. The EBIT (profit from continuing operations) corresponds to the segment result, because it is used in-house as a performance indicator for performance measurement. 4.4 Film assets Film assets include both acquired rights in third party productions (i.e. films not produced by the Group) and production costs for films produced within the Group (in-house and coproductions) as well as costs for developing new projects. The acquisition of rights in third-party productions normally encompasses theatrical, home entertainment and TV rights. The costs for third-party productions generally comprise minimum guarantees. The single installment payments of the minimum guarantee are recognized as advance payments received and capitalized as film assets upon delivery and acceptance of the materials. In-house productions are stated at their production costs. Production costs also include financing costs attributable to the respective production. In addition, costs are incurred for the release of film titles, such as press and marketing costs, but not recognized as assets but other operating expenses. Film rights (both third-party and in-house productions) are amortized on the basis of a unit of production method, which shows the consumption of film rights as a factor of the revenues that can be achieved. This method is known as the individual film forecast method. According to this method, a film title is amortized in the period on the basis of a quotient revenues generated from the film in the period divided by estimated remaining total revenues generated by the film multiplied by 95

212 Consolidated Financial Statements Notes to the Consolidated Financial Statements Accounting and valuation principles the residual carrying value of the film. The revenues used in calculating amortization includes all income generated by the film. With respect to video sales revenues, amortization is based on external sales revenues adjusted by video costs. For films, accounted for as film assets by the Constantin Group, the maximum period for estimating revenues is ten years. The estimation of total revenue is reviewed at the end of each quarter and adjusted, if necessary. The quotient for the amortization charge is determined on the basis of any adjusted total revenue. An impairment test is conducted for every film title when triggering events arise. If acquisition costs or the carrying value of a film title are not covered by estimated total revenues less release costs to be incurred, a write-down is made to the value in use. In determining the value in use, the estimated cash flows are discounted by an individual interest rate that takes into account the periods of the various degrees of evaluation. When viewed across the various degrees of evaluation, the pre-tax interest rates range from 2.39 up to 7.4 percent (211: between 5.5 and 7.5 percent). Estimated cash flows can be significantly impacted by a number of factors, such as market acceptance. The Highlight Communications group examines and revises sales forecasts and amortization and write-downs as soon as changes arise in the previous fore - cast data used. Capitalized costs for the development of new projects (in particular, screenplay/script rights) are regularly reviewed as to whether they can still be used as a basis for film productions. If, after three years of initial capitalization of project costs, the start of shooting or sale of rights is not yet reliably measurable, the costs are fully written-down. Upon incurrence of triggering events, an impairment charge is recognized accordingly. 4.5 Other intangible assets This category primarily encompasses EDP programs and intangible assets realized as part of purchase allocations that are stated at cost less scheduled straight-line amortization and impairment charges. Further additional details can be found under the section Impairment of non-financial assets (see Note 4.8). The amortization of EDP programs is generally based on the operating life or the normal useful life of three years. The brand name Constantin is recorded as an intangible asset with an indefinite useful life. This asset is not subject to scheduled amortization, but is instead tested for impairment once a year and during the year if triggering events should arise. The development costs of individual projects are capitalized as internally generated intangible assets if the following capitalization criteria are met cumulatively: Evidence that completion can be implemented technically Intention of completion Possibility of future use Future flow of economic benefits Availability of adequate technical, financial and other resources Ability to reliably determine the costs to be allocated to the intangible asset that are incurred during development Development costs not meeting these conditions are expensed. Internally generated intangible assets are carried at amortized acquisition or production costs. Capitalized production costs are amortized over their useful life as soon as the development phase is complete and the asset can be used. The amortization period is measured based on the asset's economic useful life and is between two and six years. However, research costs must be recognized in profit or loss when they are incurred. Customer relations identified as part of the allocation of the purchase price are also shown under intangible assets. The carrying value corresponds to the fair value at the time of acquisition less necessary depreciation. Customer relations are written off over an expected useful life of ten years. 4.6 Goodwill Goodwill is recognized at cost less any accumulated impairment losses. The acquisition costs of goodwill are measured as the sum of (i) the acquisition-date fair value of the consid - eration transferred; (ii) the amount of any non-controlling interests; and (iii) in a business combination achieved in stages, the acquisition-date fair value of the acquirer's previously-held equity interest in the company acquired less the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities and contingent liabilities measured at fair value. Non-controlling interests can be measured on a transaction-by-transaction basis, either at fair value (full goodwill method) or at the non-controlling interest's proportionate share 96

of the net assets of the company acquired. In the latter treatment, goodwill is measured only on the acquirer's percentage share of the goodwill amount. Additions to goodwill are allocated to the respective cash-generating units from which the use of benefits from the business combination is expected to be derived. The cash-generating units to which goodwill is allo - cated represent the organizational units beneath the segment or the segments. In accordance with IAS 36 an impairment test is performed for goodwill once a year as well as during the year if triggering events should arise that indicates a possible impairment. There is no scheduled depreciation. 4.7 Property, plant and equipment Property, plant and equipment comprises land, property rights and buildings, leasehold improvements, technical equipment and machinery, other equipment, plant and office equipment as well as advance payments and assets under construction. Land, property rights and buildings are recognized at acquisition cost. Property rights and buildings are depreciated over an estimated useful life of up to 5 years. Land is not depreciated. The acquisition costs for leasehold improvements are generally depreciated over the length of the respective lease agreement (up to 27.5 years). Technical equipment and machinery as well as plant and office equipment are recognized at acquisition cost less scheduled depreciation or impairment loss. Scheduled depreciation is on a straight-line basis over a normal estimated useful life of between three and 25 years. Repairs and maintenance costs are charged directly to expenses on the date incurred. Extensive renovations or leasehold improvements are capitalized. Renovations are also depreciated over the aforementioned estimated useful life. In case of disposal of an asset, the acquisition cost and related accumulat - ed depreciation is derecognized. The gain or loss arising from disposal is recognized in the financial year in profit and loss. 4.8 Impairment of non-financial assets Goodwill on the level of cash-generating units and intangible assets with an indefinite useful life are tested once a year for impairment in accordance with IAS 36 and during the financial year if triggering events indicate possible impairment. The annual impairment test is conducted by Constantin Medien AG in the fourth quarter of the respective financial year. Other intangible assets and property, plant and equipment are subject to impairment testing according to IAS 36 if there is any indication that an asset may be impaired. A triggering event for impairment would be a material fair value reduction of an asset, significant changes in the business environment, substantial indication of obsolescence or changes in revenue fore - casts. The basis for the impairment test is the calculation of the recoverable amount, which is the higher value of the fair value less costs to sell and the value in use of an asset. If the calculation of the recoverable amount is made in the form of its value in use, corresponding cash flows are used. Where the recoverable amount is below the carrying value an impairment loss shall be recognized. The determination of the recoverable amount contains esti - mates by management and assumptions. The estimates and assumptions rely on premises based on information currently available in each case. Developments that differ from these assumptions and are beyond the company's influence may result in the actual amounts differing from the initial expectations, which could lead to adjustments in the carrying values. Where the calculated impairment amount exceeds the goodwill attributable to the cash-generating unit, the unit's other assets shall be written-down in relation to their carrying values. This does not apply if the respective carrying value would consequently fall below the higher of the fair value less costs to sell or value in use. Regarding intangible assets (except for goodwill) and property, plant and equipment, reversals of impairment losses recog - nized in prior periods are to be reported if the reason for impairment no longer exists. If reversals arise, the write-up amount is recognized in profit or loss up to a maximum of the amortized cost. 4.9 Inventories Service productions under development Inventories contain service productions under development that have not yet been assigned by a broadcaster (see Note 4.23 Long-term service productions). Merchandise Merchandise, mostly consisting of DVDs, Blu-rays and gaming machines, is recognized at acquisition or production costs or the lower net realizable value (sales-oriented, loss-free measurement) in accordance with the lower of cost or market 97

212 Consolidated Financial Statements Notes to the Consolidated Financial Statements Accounting and valuation principles value principle. The net realizable value is the estimated selling price in the ordinary course of business less the selling costs. Acquisition or production costs are determined by the first in, first-out method (FIFO). Write-downs to merchandise are determined on the basis of coverage analyses. Accordingly, management analyzes each product based on the historical movements and on products on hand for any indication of impairment. Should indications of impairment for individual products arise, then such items are written-down. Additional valuation allowances are recog - nized for damaged or defective merchandise. Raw materials and supplies Raw materials and supplies are stated at cost or the lower expected net realizable value. Acquisition or production costs are determined by the average method. Slow-moving or nonmarketable balances are written-down in full. Unfinished goods Apart from inventory goods, inventories also include goods and services not yet invoiced. 4.1 Non-current assets held for sale Classification in the category held for sale requires the exist - ence of individual non-current assets or a disposal group that are available for immediate sale in their present condition and their sale must be highly probable. Non-current assets (or a disposal group) are stated at the lower of its carrying value and fair value less costs to sell. Scheduled depreciation is no longer recognized on non-current assets. 4.11 Assets and liabilities from discontinued operations Discontinued operations refers to business operations that are either deemed for sale or have already been sold and where its business activities and cash flows can be clearly distinguished, operationally and for financial accounting purposes, from the rest of the companies activities. Recognition as discon tinued operations mainly assumes that the operations constitute a major line of business or geographic area of business or that it is a subsidiary which was purchased exclusively with the intention of a resale. Discontinued operations are reported separately in the income statement and the cash flow statement. 4.12 Financial instruments Management classifies financial assets at the time of acquisition and reviews this classification at regular intervals to determine whether the criteria for classification still apply. Generally, the acquisition costs include transaction costs. In respect of financial assets at fair value through profit and loss transaction costs are expensed as incurred. Regular way purchases or sale of financial assets are accounted for on the settlement date. As a rule, financial assets and financial liabilities are not presented at net amount. They are only offset when, and only when, there is a right to set off the recognized amounts at the present time and it is intended to settle on a net basis. Financial derivatives and embedded derivatives which must be shown separately are valued at fair value on the trading day both when first recognized and in subsequent valuations. According to the provisions of IAS 39, these instruments must be categorized as "held for trading" unless they are part of a designated hedging relationship. Gains or losses from value fluctuations are recognized immediately in profit or loss. Available-for-sale financial assets This category comprises predominantly financial assets not classifiable in other categories under IAS 39 as well as investments in shell companies which do not have operating activities. Measurement is at fair value. Any gain or loss arising from meas urement as of the balance sheet date is recognized directly in equity except for value adjustments and the effects of currency translations. Recognition to profit or loss first occurs upon derecognition of such financial assets. Where an active market does not exist or no longer exists, the fair value of the financial instruments is determined on the basis of comparable market transactions or using recognized valuation methods. Financial investments in equity instruments where a listed price does not exist on an active market and its fair value cannot be reliably measured are recognized at acquisition costs. If write-downs are taken on such financial instruments, such write-downs may not be cancelled. At each balance sheet date or if any indication exists that an asset may be impaired, it is a ssessed whether an impairment of financial assets is necessary. Impairment charges to debt instruments available-for-sale are 98

reversed through profit or loss in subsequent periods, if the reason for impairment no longer exists. Subsequent changes in the fair value are recognized directly in equity. Impairment charges to equity instruments available-for-sale are not reversed through profit or loss, but increase to the fair value after impairment are recognized directly in equity. Held-to-maturity financial investments Held-to-maturity financial investments are non-derivative financial assets with fixed or at least determinable payments and fixed maturities that the Group has the positive intention and ability to hold to maturity. As in the previous year, there were no held-to-maturity financial investments as of December 31, 212. Loans and receivables Financial instruments classified to this category are carried at amortized cost using the effective interest method. These mainly consist of trade receivables and other receivables as well as cash and cash equivalents (see Note 4.14). Current trade receivables as well as other current receivables are stated at cost. Non interest-bearing monetary receivables maturing after one year are discounted at a term-adequate interest rate. If collectability of the receivable is doubtful, customer receivables are stated at the lower realizable amount. A write-down is recognized if objective information, particularly regarding the creditworthiness of the respective customer, current industry-specific business trends and an analysis of defaults on receivables in the past, indicates that the company will not collect all amounts upon their maturity dates. The carrying values of current receivables are approximately equivalent to the fair value. In addition, portfolio adjustments are recognized for receivables with differing risk classes. In this case, historical default rates are used. The respective receivables are then written-down according to an average default rate. Financial assets at fair value through profit or loss The category of financial assets at fair value generally contains financial assets held for trading and financial assets desig - nat ed by the company upon initial recognition as at fair value through profit or loss. Financial assets are classified as held for trading if they are acquired for purpose of selling them in the near future. Derivatives with a positive market value at the balance sheet date are always allocated to this category, except for derivatives relating to financial guarantees or designated as hedging instruments and are effective as such (hedge accounting). Financial assets are initially designated as financial assets at fair value through profit or loss if such classification eliminates or substantially reduces mismatching arising from the recog nition of assets otherwise undertaken or the recognition of gains and losses from different accounting policies or if a group of financial assets and/or financial liabilities is assessed accord - ing to a documented risk management or investment strategy and its growth is assessed on the basis of its fair value and the information about this group determined on this basis is submitted internally to key executives of the Company. Measurement is at fair value. Realized gains and losses from changes in the fair value of the financial instruments are reported to the income statement on the date incurred. If there is no observable market value, the fair value is determined by applying a valuation method. Valuation methods include the application of most recent business transactions between knowledgeable, willing parties in an arm's length transaction, comparison with current fair values of another, mostly identical financial instru ment, as well as analysis of discounted cash flows and use of other valuation models. 4.13 Hedge accounting Being an internationally operating entity, the Group is exposed to currency fluctuations. Derivatives and non-derivatives are used to hedge against fluctuations in exchange rates. The accounting treatment of the hedging relationship is generally to hedge against changes in the fair value of assets, liabilities or unrecognized firm commitments from buy and sell agreements (fair value hedge). Hedging instruments used for forward exchange contracts, currency swaps and non-derivative financial liabilities are designated either in full or in part. Nonderivative financial liabilities are used to hedge against currently unrecognized sell agreements in foreign currencies. Under a fair value hedge, the hedged risk for changes in the fair value of a hedged item and the change in fair value of a hedging instrument are recognized and netted in the profit and loss account. Regarding the hedging of unrecognized firm commitments from buy and sell agreements (hedged item), the cumulative change in the market value of the hedged item is 99

212 Consolidated Financial Statements Notes to the Consolidated Financial Statements Accounting and valuation principles recognized as a separate asset or liability. In addition, a corres - ponding gain or loss is shown in such a way that it offsets the change in the fair value of the hedging instrument. Such hedging relationships are expected to be highly effective in achieving an offsetting of risks from changes in the fair value of the hedged item and hedging instrument. They are continuously evaluated as to whether they were actually highly effective throughout the financial reporting periods for which the hedging relationship was designated. The effectiveness of a hedging relationship is examined on the basis of prospective and retrospective effectiveness tests. The prospective effective -ness test is performed according to the critical term match method. Under the retrospective effectiveness test, the dollar-offset method is applied. Hedge effectiveness is the degree to which changes in the fair values of the hedged item and the hedging instrument are offset. The hedge is deemed effective if it falls within a range of between 8 and 125 percent. The hedging relationships all lie within this range without exception. At the inception of the hedge, both the hedging relation ship and the Group s risk management objectives and strate gies for undertaking the hedge are formally designated and documented. 4.14 Cash and cash equivalents Cash and cash equivalents comprise cash on hand, cash and deposits held at call and consigned money with banks and other financial institutions. These items are only recognized as liquid funds if they are convertible to known amounts of cash and cash equivalents at any time, are exposed to only minor fluctuations in value and have an original maturity of or less than three months starting from the date of acquisition. 4.15 Share-based payment All the share option plans of Constantin Medien AG have exceeded their vesting period since the financial year 27. Expenses arising from the share option plans have therefore no longer been recognized in the profit and loss account since the financial year 28. The last share option plan existing since 2 has expired in the financial year 212. 4.16 Liabilities Liabilities consist of non-current and current financial liabilities, trade payables, advance payments received and other liabilities. With the exeption of derivatve financial instruments these are recognized at amortized cost. Derivative financial instruments with a negative fair value at the balance sheet date are reported under other liabilities. Low or non- interest-bearing non-current liabilities are initially measured at present value and accrue interest until maturity. Liabilities for outstanding invoices are shown under trade payables and other liabilities. Non-current liabilities are discounted using the effective interest method. The liability and equity components in compound financial instruments such as convertible bonds are to be separated and accounted and measured separately according to the requirements under IAS 32. 4.17 Pension liabilities Pension obligations encompass defined benefit as well as defined contribution plans. A defined contribution plan exists when on the basis of legal or private stipulations fixed contributions are paid to a fund or a public or private pension carrier and no legal or constructive obligations exists to make further payments. The contributions are recognized to profit or loss when it is payable. The current post-retirement benefit plans relate to the Group s subsidiaries in Switzerland. Practically all employees in Switzer - land are members of a benefit plan based on the Swiss definedcontribution system which surpasses the minimum require - ments governed by Swiss law. Contributions are paid by the indi - vidual companies and employees. The employees' contribu tions are defined as a percentage of their assured annual salary and deducted on a monthly basis. The amounts deducted from salaries to cover the post-retirement benefits vary according to age. The assured benefits cover old-age pension, disability benefits, and benefits in the event of death for surviving dependants. These post-employment plans fall within the scope of IAS 19 and are subject to the provisions for defined benefit plans. The pension obligations are determined on the basis of actuarial reports. The actuarial valuation of defined benefits and other similar post-employment benefits shown under the provisions for pensions and other similar obligations is calculated using the projected unit credit method. The projected unit credit method prescribes the measurement of future obligations on the basis of allocable pension benefits accrued as of the balance sheet date. The actuary valuation takes into account actuarial assumptions as to the discount factor for calculating the present value of obligations, the projected future development of salaries and pensions and the long-term expected return 1

on plan assets. The discount factors are based on the market yields of premium industrial bonds. The plan return used in the assumptions is based on non-current expected average returns of the individual investment categories. These result from past observations and forecast expectations. Actuarial gains and losses, which include differences between assumptions and actual experience and remeasurement effects within the actuarial assumptions, are allocated to profit and loss over the expected remaining period of service of active employees if such gains or losses exceed the corridor (1 percent of the greater of plan assets or pension benefit obligations). The provision reported in the balance sheet corresponds to the amount of the obligation less the market value of plan assets and unrecognized actuarial gains and losses. Furthermore, the TEAM-Group maintains a support foundation for its management staff, organized as a so-called savings institution. In addition to the statutory pension scheme, this foundation holds an additional savings device. The foundation holds a share in the capital of Team Football Marketing AG. The dividend income of Team Football Marketing AG is added to the savings deposits of the members of management. There were no contributions charged to the income statement for this additional device. 4.18 Other provisions, contingent liabilities and contingent assets Provisions are recognized for present legal or constructive obligations to a third party arising from past events, the settle - ment of which will probably give rise to an outflow of funds or other resources. Another criterion for recognition is that a reliable estimate can be made of the amount of the obligation. Provisions are measured in the amount of expected outflow of resources that is most likely to occur. Non-current provisions with a material interest effect are recognized at the present value of the expected cash outflow using the current market rate of interest. Provisions for onerous contracts (pending losses) are formed when the unavoidable costs of meeting the obligation under the contract exceed the economic benefits expected to be received under it. Before a separate provision for an onerous contract is established, any impairment loss that has occurred on assets dedicated to that contract is recognized. Possible obligations whose existence (occurrence, non-occurrence) must be confirmed by future events or obligations whose extent cannot be reliably determined are disclosed as contingent liabilities. Contingent assets are not capitalized, but also disclosed as in the case of contingent liabilities, if an economic benefit is probable for the Group. 4.19 Borrowing costs Borrowing costs directly attributable to qualifying assets are capitalized in the film production sector of the Group according to IAS 23. Borrowing costs attributable to non-qualifying assets are generally expensed in the period incurred. 4.2 Deferred taxes Deferred tax assets and deferred tax liabilities are determined according to the liability method. Deferred taxes are recognized in the consolidated financial statements for temporary differences between the carrying value and the tax base of the assets and liabilities as well as for tax loss carryforwards. Deferred tax assets relating to deductible temporary differences and tax loss carryforwards are recognized only to the extent that it is sufficiently probable that taxable income will be available in the future to enable the tax loss carryforwards to be utilized. Deferred taxes on temporary differences in the individual finan - cial statements are calculated at the rates which apply in the individual countries at the time of realization or already enacted for future periods. Deferred tax assets and deferred tax liabilities levied by the same taxation authority are offset if they relate to the same type of tax and have the same maturity. Deferred tax assets and liabilities from controlled companies are offset. The accounting of tax items often requires the use of estimates and assumptions which may vary from the actual tax charges at a later date. Deferred taxes for items recognized directly in equity are not recognized in the profit or loss account, but are also recognized directly to equity. Temporary differences in connection with shares in subsidiaries were not subject to deferred tax liabilities, because it is not 11

212 Consolidated Financial Statements Notes to the Consolidated Financial Statements Accounting and valuation principles likely that such temporary differences will reverse in the foreseeable future and Constantin Medien AG has the possibility of determining the date upon which the temporary differences will reverse. 4.21 Equity Shares outstanding are classified as equity. As soon as the Group acquires treasury shares, the cash price paid including transaction costs attributable to the relevant shares is deduct - ed from equity. If treasury stock is sold or issued, the cash price received is recognized in equity. 4.22 Revenue recognition Trade revenues are recognized if the main risks and opportunities connected with the ownership of the sold goods and prod - ucts have passed to the buyer. Adequate provisions are set up for additional expenses incurred in the context of trade, includ - ing costs of returned products. In the Sports Segment, revenues are recognized when the services are provided. Broadcast advertising revenues are generally recognized on the date the commercials are aired. In the production sector, revenues are recognized upon completion and acceptance of the production by the customer. Sales revenues from the organization and feeding-in of the German Soccer Bundesliga channel LIGA total! are recognized on the date the services are rendered and accepted. In the Film Segment, theatrical film revenue is recognized from the time of theatrical release. The revenue amount is directly related to the number of theatrical audiences. In line with the industry standard, the theatrical film rental billed by the cinema operator to the distributor is recognized as the distribution component of the total theatrical revenue. Theatrical film rental is calculated on the basis of a percentage of the box office receipts. Revenue from service productions is determined using the percentage-of-completion method (PoC) in order to recognize the share of total revenues for the reporting period (see Note 4.23 Long-term service productions). Revenue from TV rights (pay and free TV) is recognized as of the date the license takes effect, generally 18 to 32 months after the start of the theatrical exploitation. With these forms of exploitation of film rights, revenue is realized upon the expiry of the relevant contractual exploitation holdback period. Accordingly, revenue is realized as of the date the respective license becomes available. With respect to global distribution, the Group generally receives minimum guarantees for the exploitation rights sold (theatrical, DVD/Blu-ray, TV rights). The revenues are allocated to the various types of revenue. Allocation is conducted on the basis of historical experience in accordance with corporate planning at the following general rates for theatrical, DVD/Blu-ray and TV rights: 25 percent for theatrical rights, 15 percent for DVD/Blu-ray rights and 6 percent for TV rights. The corresponding revenues are realized as follows: theatrical revenue upon theatrical release, DVD/Blu-ray revenues six months after theatrical release, TV revenues 24 months after theatrical release. Revenues from global distribution sales without any minimum guarantee are recognized upon the royalty settlements received from the licensees. Regarding own DVD/Blu-ray exploitation, revenues from the number of DVDs and Blu-rays sold are recognized starting on the release date, taking into account anticipated merchandise returns. Revenues arising from the licensing of DVD/Blu-ray rights to licensees are recognized as of the date the license period commences. In the Sports- and Event-Marketing Segment, sales are recognized pursuant to the contractual arrangement of the respec - tive projects. Most of the important contracts for the projects prescribe that the Highlight Communications group is to receive a share in the net earnings of the corresponding project. These net earnings arise from the revenues of the project less costs directly attributable to the project that are billed by third parties. The project's net earnings are calculated through a project bookkeeping system. The allocable revenues are attributed to the expenses of the project. The project bookkeeping is prepared monthly for each project. In the event that previous expectations no longer match the most recent expectations, the revenues taken into account from said project are adjusted over the remaining term of the project in accordance with the most recent expectations. Revenue from services, which are rendered over a certain period and for which the customer is periodically charged is recog - nized over the period in which the service is rendered. Revenues are recognized in each case in the amount invoiced without sales taxes, price discounts and quantity rebates. 12

Dividend income is recognized in the financial year in which the right to receive the payment is incurred. Interest income is recognized pro rata using the effective interest method. 4.23 Long-term service productions (construction contracts) In accordance with IAS 11 service productions are recognized using the percentage of completion method if the necessary criteria are met. Total contract revenues and contract costs attributable are recognized in profit and loss according to the stage of completion provided that earnings from the service production can be measured reliably. In determining the stage of completion, the physical completion method is used for dailies and weeklies (output-based method) and the cost-to-cost method is used for TV films and event shows. Sufficient certainty with regard to earnings from a service production when determining the stage of completion according to the cost-to-cost method is usually achieved at the time the rough cut is accepted by the station. If the earnings from the service production cannot be estimated reliably, revenue is recognized only to the extent of contract costs already incurred (zero-profit method). If the uncertainties no longer exist at a later date, thus allowing earnings from the service production to be reliably estimated, pro rata profits are realized according to the stage of completion. Where it is prob - able that the total contract costs will exceed the total contract revenues, the expected loss is immediately expensed. Service productions in progress are reported in the balance sheet under assets or liabilities at the difference between revenues realized and revenues billed. Service productions in the development phase for which no assignment exists from a broadcaster are shown under inventories. inception of the lease agreement (finance lease). In conformity with IAS 17, this is the case if the lessee essentially bears all the risks and opportunities incidental to ownership of the leased asset. In which case, the leased asset is initially recognized at an amount equal to the fair value of the leased asset or, if lower, the present value of the minimum lease payments, each determined at the inception of the lease. The correspond - ing lease obligation is shown under non-current or current financial liabilities in the balance sheet. The interest portion of the lease payable is recognized in the financial result section of the profit or loss account over the term of the lease agreement. As of December 31, 212 and as in the prior year, no finance leases existed in the Group. 4.25 Government grants Project promotion Promotion funding is distinguished between project promotion related to contingently repayable loans and reference funds and film project promotion in conformity with the BKM guidelines (German Film Promotion Funds DFFF), which are nonrepayable grants. Project promotion as a contingently repayable loan Film project promotion funding is granted in the form of a contingently repayable interest-free loan in accordance with the stipulations of the German film funding legislation and/or the relevant state funding regulations (e.g. rules of the Bavarian Film/Television Fund FFF Bavaria). This is repayable as soon as and to the extent that the resulting income received by the producer from the exploitation of the film exceeds a certain amount. These government grants relate to assets. In the balance sheet, the grant amount is deducted from the carrying amount of the film asset to the extent it will not have to be repaid with sufficient certainty. 4.24 Leases The Group has lease agreements in which the Group is the lessee. Where economic ownership of the leased asset is attrib - ut able to the lessor, the leased asset is accounted for as an operating lease. Lease payments under operating leases are recognized on a straight-line basis over the term of the lease under other operating expenses in the profit and loss account. Where economic ownership of the leased asset is attributable to the Group, the leased asset is capitalized and a corresponding lease payable is recognized in the same amount upon The grant is recognized as income via a reduced amortization charge of capitalized production costs over the exploitation cycle of the film. As a rule, the amount that is not repayable with sufficient certainty can be determined at the date of the theatrical release. In the event that it is determined at a later date that another portion of the loan has to be repaid, the carrying value of the film asset is increased by this amount and a liability is reported for the corresponding obligation at the same time. 13

212 Consolidated Financial Statements Notes to the Consolidated Financial Statements Accounting and valuation principles Project subsidies Project subsidies are grants that are non-repayable, to which a producer is entitled for purposes of financing the project costs for a subsequent film depending on the number of box office admissions resulting from theatrical exploitation of a reference film. These government grants relate to assets. The subsidies are deducted from the carrying value of the reference film in the balance sheet starting on the shooting date of the subsequent film. The grant is recognized as income via a reduced amortization charge of capitalized production costs over the exploitation cycle of the film. These are government grants relating to expenses already incurred. The distribution promotions are recognized as a reduction of release costs by the amount that is not repayable with sufficient certainty. The sales subsidies are recognized in the periods in which the corresponding film release costs are incurred. As a rule, the amount that is not repayable with sufficient certainty can be determined at the date of the theatrical release. In the event that it is determined at a later date that another portion of the loan has to be repaid, that amount is expensed and a liability is recognized in the corresponding amount. Film project promotion in accordance with the guidelines issued by the BKM (DFFF) Film project promotion according to the guidelines issued by the BKM (DFFF) are grants that do not have to be repaid and serve to refund the production costs of a theatrical film after clearly defined criteria are fulfilled. These government grants relate to assets. The film project promotions grants are deducted from the carrying value of the film asset in the balance sheet no later than the date of the theat - rical release. These grants are recognized as other receivables before the date of the theatrical release. At the same time, deferred income is recognized under other liabilities. Sales subsidies Sales subsidies are non-repayable grants, to which a distributor is entitled for purposes of financing the release costs for a subsequent film depending on the number of box office admissions resulting from theatrical exploitation of a reference film. These are government grants relating to expenses already incurred. The sales subsidies are recognized in the income statement as a reduction of release costs at the time of the sub - sequent film's release date. The scope of Swiss film promotion is insignificant. The recog - nition principles described above also apply to Swiss film promotion. The grants are recognized as income via a reduced amortization charge of capitalized production costs over the exploitation cycle of the film. Distribution promotions Grants can be distinguished between distribution promotions as contingently repayable loans and sales subsidies as nonrepayable grants. Distribution promotions as a contingently repayable loan Distribution promotions are granted in the form of a contingently repayable interest-free loan in accordance with the requirements of the German film funding legislation and/or the relevant state funding regulations (e.g. rules of the Bavarian Film/Television Fund FFF Bayern). These are repayable as soon as and to the extent that the income received by the distributor as a result from the exploitation of the film exceeds a certain amount. 14

Notes to the Consolidated Financial Statements Consolidated Financial Statements 212 Notes to selected line items in the consolidated balance sheet 5. Notes to selected line items in the consolidated balance sheet 5.1 Film assets The following table provides a breakdown of film assets: Film assets 212 in EUR Third-party productions In-house productions Total film assets Acquisition and production costs Balance at January 1, 212 11,67 351,462 453,132 Changes in the group of consolidated companies Foreign currency differences 1-221 -22 Other additions 15,193 88,21 13,43 Disposals 4,485 4,485 Reclassification Balance at December 31, 212 112,379 439,451 551,83 Accumulated amortization Balance at January 1, 212 78,646 246,353 324,999 Changes in the group of consolidated companies Foreign currency differences -74-74 Amortization for the year 12,142 78,392 9,534 Impairments 2,535 3,257 5,792 Write-ups Disposals 4,485 4,485 Reclassification Balance at December 31, 212 88,838 327,928 416,766 Net carrying amounts at December 31, 212 23,541 111,523 135,64 In the financial year 212, impairments of EUR 5,792 thousand (211: EUR 3,372 thousand) were recognized because the value in use for specific films no longer covers the acquisition costs or carrying value. Disposals relate to third-party production for which the rights expired in current financial year. In 212, the Constantin Medien Group received project subsidies and project promotion loans in the amount of EUR 11,791 thousand (211: EUR 17,47 thousand), which were deducted from the capitalized production costs. 2,982 thousand (211: EUR 473 thousand). In addition, sales subsidies and distribution promotions in the amount of EUR 3,735 thousand (211: EUR 4,428 thousand) were recognized as a deduction to the film release costs in the consolidated income statement. The sales subsidies are rec ognized in the periods in which the corresponding film release costs are incurred. Deferred distribution promotion funds as at December 31, 212, amounted to EUR thousand (211: EUR thousand). Deferred project promotion loans amount to EUR 2,12 thousand as of December 31, 212 (211: EUR 612 thousand). In 212, repayments of project promotions amounted to EUR Distribution promotions were repaid in the amount of EUR 869 thousand in 212 (211: EUR 489 thousand). Receivables for promotions and subsidies amounted to EUR 12,139 thousand 15

212 Consolidated Financial Statements Notes to the Consolidated Financial Statements Notes to selected line items in the consolidated balance sheet as of December 31, 212 (211: EUR 14,127 thousand). In the financial year 212, directly attributable financing costs of EUR 1,363 thousand (211: EUR 2,526 thousand) were capitalized. To calculate costs to be capitalized, those interest rates were used that relate specifically to the financing. The financing interest rate varies between 1.82 and 6.5 percent (211: between 2.95 and 6.5 percent). Film assets 211 in EUR Third-party productions In-house productions Total film assets Acquisition and production costs Balance at January 1, 211 88,689 35,563 394,252 Changes in the group of consolidated companies Foreign currency differences 5 99 14 Other additions 12,79 48,238 61,28 Disposals 2,252 2,252 Reclassification 186-186 Balance at December 31, 211 11,67 351,462 453,132 Accumulated amortization Balance at January 1, 211 61,792 187,589 249,381 Changes in the group of consolidated companies Foreign currency differences 26 26 Amortization for the year 15,242 56,978 72,22 Impairments 1,612 1,76 3,372 Write-ups Disposals Reclassification Balance at December 31, 211 78,646 246,353 324,999 Net carrying amounts at December 31, 211 23,24 15,19 128,133 5.2 Other intangible assets and goodwill Other intangible assets include the acquired brand name Constantin with an indefinite useful life, which was reported with a carrying value of EUR 28, thousand as of December 31, 212 (211: EUR 28, thousand). The asset's useful life has been classified as indefinite because the ongoing use of the brand name is intended and therefore a useful life cannot be determined. An annual impairment test was per formed on the brand name in the fourth quarter 212. The recoverable amount was calculated using the value in use. The valuation of the brand name was carried out using the license price analogy method. For this purpose, an interest rate was used which was determined based on the weighted average cost of capital (WACC) and a growth rate of 2.6 percent (211: 2.5 percent) over a budget period of ten years. Total goodwill of EUR 43,832 thousand (211: EUR 44,85 thousand) was recognized in the balance sheet as of December 31, 212. Goodwill in the amount of EUR 33,772 thousand is allocated to the Sports- and Event-Marketing Segment (211: EUR 34,843 thousand). Goodwill allocated to the organizational units in the Sports Segment is primarily attributable to SPORT1 (EUR 8,684 thousand; 211: EUR 8,684 thousand). On the organizational unit below the segment Other Business Activities a goodwill in the amount of EUR 1,348 thousand (211: EUR 53 thousand) has been allocated. 16

Other intangible assets 212 in EUR Purchased intangible assets Internally generated intangible assets Advance payments Total other intangible assets Goodwill Acquisition and production costs Balance at January 1, 212 137,542 1,474 26 139,276 149,37 Changes in the group of consolidated companies Foreign currency differences 1,12 1,12 629 Other additions 1,814 63 9 2,426 Disposals 79,884 79,884 Reclassification 269-269 Balance at December 31, 212 6,753 2,77 62,83 149,936 Accumulated amortization Balance at January 1, 212 95,66 483 96,89 15,222 Changes in the group of consolidated companies Foreign currency differences 97 97 352 Amortization for the year 11,895 624 12,519 Impairments 333 131 464 53 Write-ups Disposals 79,884 79,884 Reclassification Balance at December 31, 212 28,857 1,238 3,95 16,14 Net carrying amounts at December 31, 212 31,896 839 32,735 43,832 In connection with the carve-out of the music business (Highlight Event AG) from the TEAM group and the inclusion of these operations in the Highlight Event & Entertainment group (see note 3) its proportion of the goodwill was transferred from the segment Sports- and Event-Marketing to the Segment Other Business Activities. Impairment testing for goodwill is performed at the level of the Sports- and Event-Marketing Segment and the cash generating units in the Sports Segment and the Segment Other Business Activities. As part of the impairment testing of goodwill, the recoverable amounts are calculated on the basis of the value in use. For purposes of the discounted cash flow method used by the Constantin Medien Group, the future cash flows are derived from a detailed three-year forecast of earnings, except for the Sports- and Event-Marketing Segment, in which a ten year forecast of earnings was applied analogous to the original purchase price allocation. The growth rate beyond the detailed planning period has been specified at to 2 percent (211: to 1 percent). The after-tax interest rate for discounting was used for all material goodwill items based on a capital market oriented risk evaluation according to the Capital Asset Pricing Model (CAPM). As of December 31, 212, the CAPM based discounting factors before taxes stand at 8.41 to 9.95 percent (211: between 8.36 and 9.15 percent). As at December 31, 212, goodwill was subject to annual impairment tests. The recoverable amount of goodwill of a cash-generating unit below the Other Business Activities Segment is also calculated on the basis of the value in use. The discount factor applied takes into account the higher risk involved with a start-up entity. The oversupply on the Gaming-Publisher market leads to market consolidation with a likely price decline in the purchasing of gaming money or in achieving levels in games. 17

212 Consolidated Financial Statements Notes to the Consolidated Financial Statements Notes to selected line items in the consolidated balance sheet Revenues from gaming operations are therefore expected to decrease further. Consequently, the impairment testing per - formed for the year 212 resulted in goodwill impairment of EUR 53 thousand. The impairment charge has been shown in the income statement under impairment on goodwill. The overall change in the goodwill amount of EUR 253 thousand comprises of goodwill impairment of EUR 53 thousand for the Other Business Activities Segment and of EUR 277 thousand for positive currency translation effects. Other intangible assets 211 in EUR Purchased intangible assets Internally generated intangible assets Advance payments Total other intangible assets Goodwill Acquisition and production costs Balance at January 1, 211 132,956 1,59 134,15 146,853 Changes in the group of consolidated companies 1,861 1,861 53 Foreign currency differences 1,883 8 1,891 1,924 Other additions 1,681 58 26 2,521 Disposals 839 173 1,12 Reclassification Balance at December 31, 211 137,542 1,474 26 139,276 149,37 Accumulated amortization Balance at January 1, 211 73,92 45 74,352 14,145 Changes in the group of consolidated companies Foreign currency differences 1,527 1,527 1,77 Amortization for the year 21,8 26 21,214 Impairments Write-ups Disposals 831 173 1,4 Reclassification Balance at December 31, 211 95,66 483 96,89 15,222 Net carrying amounts at December 31, 211 41,936 991 26 43,187 44,85 In addition, alternative scenarios involving a possible development of the Constantin Medien Group were added to corporate planning, and these were also tested for impairment. Even when applying conservative scenarios in relation to revenue growth, discount factor and EBIT margin, there was no require - ment to adjust the value of goodwill. 18

5.3 Property, plant and equipment Property, plant and equipment 212 in EUR Land, property rights and buildings Technical equipment and machinery Other equipment, plant and office equipment Advance payments and assets under construction Total property, plant and equipment Acquisition and production costs Balance at January 1, 212 17,292 45,525 9,51 18 71,976 Changes in the group of consolidated companies Foreign currency differences 66-17 49 Other additions 1,741 2,67 2,45 11 6,827 Disposals 2,29 965 2,76 5,331 Reclassification 18-18 Reclassification non-current assets held for sale -4,375-4,375 Balance at December 31, 212 12,434 47,338 9,363 11 69,146 Accumulated depreciation Balance at January 1, 212 11,199 34,817 5,174 51,19 Changes in the group of consolidated companies Foreign currency differences 33-28 5 Depreciation for the year 1,91 5,11 2,14 8,35 Impairments 84 58 862 Write-ups Disposals 2,245 912 1,861 5,18 Reclassification Reclassification non-current assets held for sale -939-939 Balance at December 31, 212 9,943 39,73 5,389 54,45 Net carrying amounts at December 31, 212 2,491 8,265 3,974 11 14,741 Leasehold improvements in rented rooms and buildings also fall under the category land, property rights and buildings. The amount shown under the line item reclassification of noncurrent assets held for sale deals with the reclassification of a non-current asset held for sale, which is described in more detail under note 5.11. In this context, an impairment of EUR 84 thousand has been recognized. 19

212 Consolidated Financial Statements Notes to the Consolidated Financial Statements Notes to selected line items in the consolidated balance sheet Property, plant and equipment 211 in EUR Land, property rights and buildings Technical equipment and machinery Other equipment, plant and office equipment Advance payments and assets under construction Total property, plant and equipment Acquisition and production costs Balance at January 1, 211 9,227 42,165 12,855 291 64,538 Changes in the group of consolidated companies 4,33 2 4,332 Foreign currency differences 66-19 47 Other additions 44 4,99 1,423 18 6,925 Disposals 1,912 1,954 3,866 Reclassification 3,265 282-3,256-291 Balance at December 31, 211 17,292 45,525 9,51 18 71,976 Accumulated depreciation Balance at January 1, 211 6,527 31,878 8,146 46,551 Changes in the group of consolidated companies Foreign currency differences 49-56 -7 Depreciation for the year 1,479 4,658 2,136 8,273 Impairments 24 24 Write-ups Disposals 1,743 1,98 3,651 Reclassification 3,144-3,144 Balance at December 31, 211 11,199 34,817 5,174 51,19 Net carrying amounts at December 31, 211 6,93 1,78 3,877 18 2,786 5.4 Investments in associated companies and joint ventures Details on investments in associated companies in EUR Net carrying value Sales Earnings after taxes Total assets Total liabilities 212 Associated companies BECO Musikverlag GmbH 73 16 6 94 27 NEF-Production S.A.S. 77-599 1,696 2,767 Kuuluu Interactive Entertainment AG 2-1,71 2,892 3,878 211 Associated companies BECO Musikverlag GmbH 7 22 35 88 28 NEF-Production S.A.S. 11,159-536 1,82 1,69 Casino Zürich AG i.l. -1,42 41 4,48 11

For the purpose of updating the associated companies, with respect to BECO Musikverlag GmbH, the annual financial statements as of December 31, 211 have been applied, because financial statements as of December 31, 212 are not yet available. In the current financial year, there were no events which would have required an adjustment of the underlying financial statements. With respect to NEF-Production S.A.S. and Kuuluu Interactive Entertainment AG the amounts as of December 31, 212 were applied. Casino Zürich AG i. L. was liquidated in the current financial year. The final deletion of the company in the Commercial Register is still pending. As in the 211, there were no contingent liabilities for associated companies as of December 31, 212. Details on joint ventures in EUR Balance sheet items Assets Non-current assets Current assets Liabilities Non-current liabilities Current liabilities Income statement items Total output Other operating income Cost of materials Personnel expenses Depreciation Other operating expenses Financial result Tax expense Total 12/31/212 75 3,52 875 3,5 1/1 to 12/31/212 12,51 249-11,95-1,158-6 -271-21 -127-378 12/31/211 4 2,666 2,16 1/1 to 12/31/211 11,81 14-1,661-359 -1-6 -262 472 The carrying value of the joint ventures with Polyscreen Produktionsgesellschaft für Film und Fernsehen mbh amounted to EUR 263 thousand as at December 31, 212 (211: EUR 282 thousand) and the carrying value of the joint ventures with Mister Smith Entertainment Ltd. amounted to EUR thousand (211: EUR thousand). The combined balance sheet and income statement comprise the information shown in the table above. 5 percent of these amounts relate to the Constantin Medien Group. As of December 31, 212 the pro rate contingent liabilities amount to EUR 57 thousand (211: EUR thousand). The unrecognized allocable loss from entities accounted for at equity amounts to EUR 784 thousand (211: EUR 113 thousand). The cumulative unrecognized allocable loss totals EUR 898 thousand. 5.5 Inventories At December 31, 212, inventories are accounted for as follows: Inventories in EUR Net balance 12/31/212 12/31/211 Work in progress 434 434 Finished goods and merchandise 1,228 1,991 Blu-rays/DVDs 123 336 Fixed values 1,858 2,343 Total 3,643 5,14 Work in progress mainly relates to service productions that are in the process of development, which have not yet been assigned by a broadcaster. Finished goods include merchandise for gaming machines. In the financial year 212, valuation adjustments in the amount of EUR 49 thousand (211: EUR 254 thousand) were recognized and no value adjustments were reversed (211: EUR thousand). 5.6 Financial assets Other financial assets Other current financial assets in the amount of EUR 2,935 thousand (211: EUR 1,94 thousand) mainly contain fixed interest short-term securities amounting to EUR 837 thousand (211: EUR 825 thousand) and preferred shares in a Canadian partner company in the amount of EUR 2,98 thousand (211: EUR 1,79 thousand). The preferred shares were acquired in the context of the productions of the films- Resident Evil: Afterlife and Resident Evil: Retribution. In the 111

212 Consolidated Financial Statements Notes to the Consolidated Financial Statements Notes to selected line items in the consolidated balance sheet absence of an active market for these preferred shares, a fair value cannot be determined reliably and so the preferred shares are recognized at acquisition cost. Due to the commercial success of both Resident Evil films, the preferred shares are considered as recoverable. As of December 31, 212, other non-current financial assets of EUR 214 thousand (211: EUR 24 thousand) mainly comprise securities held as non-current assets. The securities were acquired in past financial years with the aim of profitably investing the retained earnings of one subsidiary and calling in the securities when liquidity is needed. To this end, their fair value is constantly monitored by the management of Olga Film GmbH in order to quickly react to any value fluctuations. The securities can be called-in when needed. Constantin Medien Group accordingly classifies these secu rities in the category at fair value through profit or loss. Non-current receivables Non-current receivables in EUR Trade accounts receivable consist of receivables from third parties of EUR 55,778 thousand (211: EUR 51,75 thousand). Trade accounts receivable contain receivables from percentage of completion in the amount of EUR 7,47 thousand (211: EUR 8,966 thousand). In respect of receivables not yet due and receiv ables overdue by up to 9 days, the carrying value is approximately equivalent to the fair value. In the case of older receivables or where there is a specific reason, individual adjustments are made to write-down the carrying value to the fair value. Given that the customer structure differs according to the different business areas, value adjustments of trade accounts receivable are carried out both based on individual assessment and actual experience. The expense for write-downs includes the addition for bad debts and income from the reversal of the allowance as well as expenses for receivables written-off. Write-downs on trade accounts receivable developed as shown in the following table in 212 and 211: 12/31/212 12/31/211 Gross balance 1,243 7,1 Discounting -31-22 Specific valuation allowances -62 Total 1,212 6,26 Non-current receivables largely relate to sales tax payable for sales revenues which cannot yet be realized under IFRS. The purchase price receivable arising from the sale in 29 of Creation Club (CC) GmbH in the amount of EUR 3,766 thousand was transferred to other current receivables because the payment is due in July 213. 5.7 Trade accounts receivable Trade accounts receivable in EUR 12/31/212 12/31/211 Gross balance 62,755 59,99 Specific valuation allowances -6,977-8,24 Write-downs in EUR Balance at January 1, 212 Changes in the group of consolidated companies Foreign currency differences Additions Usage Reversals Balance at December 31, 212 Balance at January 1, 211 Changes in the group of consolidated companies Foreign currency differences Additions Usage Reversals Balance at December 31, 211 8,24 3 1,493-925 -1,834 6,977 7,434 7 11 2,512-136 -1,651 8,24 Total 55,778 51,75 112

The following table shows a maturity overview for trade accounts receivable. Maturity overview in EUR Net carrying value thereof: neither impaired nor overdue as of the closing date less than 9 between 91 and 18 Days overdue between 181 and 27 between 271 and 365 more than 365 12/31/212 Trade accounts receivable 55,778 49,983 4,324 597 58 8 736 12/31/211 Trade accounts receivable 51,75 41,18 7,339 1,833 193 19 1,15 5.8 Other receivables Other receivables in EUR 12/31/212 12/31/211 Prepaid expenses 5,761 5,621 VAT receivables 2,124 862 Other taxes 295 85 Advance payments 5,1 235 Suppliers with debit balances 763 655 Loans 31,844 39,18 Receivables from promotion funds 12,139 14,127 Derivative financial instruments 1,399 1,946 Other assets 13,853 18,722 Total 73,179 82,81 The carrying values of all current financial assets are equivalent to the fair value. Loan receivables essentially include a short term loan of EUR 15,86 thousand (211: EUR 37,4 thousand) granted to the co-producer, Davies Film Impact Pictures, in connection with the productions Resident Evil: Afterlife and Resident Evil: Retribution and a short term loan of EUR 11,431 (211: EUR thousand) granted to the co-producer Unique Features Inc. in connection with the production The Mortal Instruments. Advanced payments include payments with the Sports- and Event-Marketing Segment as well as advanced payments for several future projects in the Film Segment. In addition, other assets include a purchase price receivable arising from the sale of Creation Club (CC) GmbH in 29. The bank guarantee held to secure the purchase price receiv - able incurred from the sale of Creation Club (CC) GmbH amounts to EUR 4, thousand (211: EUR 7, thousand). The guarantee sum is due when and to the extent that the buyer does not meet its payment obligations in a timely manner. The bank guarantee is a revolving facility and terminates with the payment of the fifth installment on July 15, 213. 113

212 Consolidated Financial Statements Notes to the Consolidated Financial Statements Notes to selected line items in the consolidated balance sheet The next table presents an overview of the maturities for other receivables: Maturity overview in EUR Net carrying value thereof: neither impaired nor overdue as of the closing date less than 9 between 91 and 18 Days overdue between 181 and 27 between 271 and 365 more than 365 12/31/212 Other receivables 73,179 thereof not IFRS 7 relevant 13,557 thereof IFRS 7 relevant 59,622 58,21 133 5 11 849 414 12/31/211 Other receivables 82,81 thereof not IFRS 7 relevant 8,833 thereof IFRS 7 relevant 73,248 72,566 37 57 2 4 15 5.9 Cash and cash equivalents This item includes cash on hand and balances at banks. As of December 31, 212, cash and cash equivalents in the amount of EUR thousand (211: EUR 23 thousand) is subject to restrictions on disposal. If daily deposits or short-term demand deposits are involved, such funds are interest-bearing. The interest rate varies be - tween and.85 percent (211: between and.9 percent). 5.1 Deferred tax assets Maturity of deferred tax assets in EUR 12/31/212 12/31/211 Current deferred tax assets Non-current deferred tax assets 3,11 5,873 tax loss carry forwards is due to expired tax loss carry forwards from Highlight Event & Entertainment AG. Composition of Deferred tax assets in EUR 12/31/212 12/31/211 Tax loss carryforwards 3,771 4,159 Intangible assets/film assets 667 1,34 Non-current receivables 4,75 6,592 Trade accounts receivable and other receivables 4,931 9,67 Inventories 6,262 7,169 Advance payments received 6,619 8,147 Trade accounts payable and other liabilities 2,14 6,68 Other temporary differences 2,847 2,77 Total 31,987 45,852 Total 3,11 5,873 Overall, the Group has tax loss carry forwards for corporate income taxes in the amount of EUR 29,767 thousand (211: EUR 29,372 thousand), for trade taxes in the amount of EUR 31,598 thousand (211: EUR 33,93 thousand) as well as foreign tax loss carry forwards in the amount of EUR 1,15 thousand (211: EUR 28,354 thousand) for which no deferred tax assets have been recognized. The decrease in the foreign Offsetting against deferred tax liabilities -28,886-39,979 Deferred tax assets, net 3,11 5,873 Deferred taxes are calculated at the rates which are applied or are expected to be applied in the future in the individual countries at the time of realization. 114

5.11 Non-current assets held for sale Highlight Event & Entertainment AG, which is reported in the Other Business Activities Segment, decided to sell its real estate properties during the fourth quarter of 212. Since then, the properties have been actively offered on the market and it is intended to sell the properties at the latest by the end of the financial year 213. The properties with a carrying value of EUR 3,436 thousand (211: EUR 4,286 thousand) have been shown separately from the continuing assets as non-current assets held for sale in the accompanying financial statements. Non-current assets classified as held for sale are measured at the lower of its carrying amount and fair value less costs to sell. As of December 31, 212, the measurement of this item resulted in an impairment charge of EUR 84 thousand. This has been reported in the profit or loss account under amortization/depreciation and impairment on intan - gible and tangible assets. 5.12 Equity The development of stockholders' equity is presented in the Consolidated Statement of Changes in Equity. Subscribed Capital The subscribed capital of the Group parent company, Constan - tin Medien AG, amounted to EUR 85,13,78 as of December 31, 212 (211: EUR 85,13,78) and is divided into 85,13,78 (211: 85,13,78) bearer ordinary shares with a nominal value of EUR 1. per share. increase is designed to discharge option rights for stock options which were issued on the basis of the Annual General Meeting's resolutions of the former, EM.TV & Merchandising AG, from July 22, 1999 and July 26, 2 respectively. As of December 31, 212, entitled holders had a total of option rights (211: 87, option rights), which entitle them to purchase a total of ordinary bearer shares (211: 11,918 bearer shares) of Constantin Medien AG with an allocable amount of subscribed capital equivalent to EUR 1. per share. Conditional Capital 25/I Pursuant to a resolution passed at the General Meeting on July 5, 25, the Company's subscribed capital was conditionally increased by up to EUR 15,, by the issue of up to 15,, bearer shares. On the basis of this authorization, the 5.25% convertible bond 26/213 was issued on May 8, 26 via the wholly-owned subsidiary EM.TV Finance B.V., Amsterdam. Each convertible bond provides a conversion right to 1.123 bearer shares in Constantin Medien AG with an allocable amount of the subscribed capital equivalent to EUR 1. per share. The issue proceeds were made available to Constantin Medien AG by EM.TV Finance B.V. by means of an originally long-term loan. Constantin Medien AG acts as a guarantor for the convertible bond. In the event of a conversion, the repayment claim in connection with the loan lapses in the amount of the bonds converted into shares. Authorized Capital 29/I In line with the authorized capital 29/I passed by the extra - ordinary General Meeting on January 28, 29, the Management Board is empowered, with the approval of the Supervisory Board, to increase subscribed capital until January 27, 214 by a total of up to EUR 2,, by means of single or multiple issues of up to 2,, new bearer shares with an equivalent amount in the subscribed capital of EUR 1. against a cash contribution or contribution-in-kind. Conditional Capital Conditional Capital 24/III Pursuant to a resolution passed at the General Meeting on March 19, 24, the Company's subscribed capital was conditionally increased by up to EUR 1,488,12 by the issue of up to 1,488,12 bearer shares. The conditional capital The General Meeting held on July 19, 211 confirmed the partial cancellation of conditional capital 25/I. The condi tional capital 15/I was reduced to EUR 5,, because after exercising the early redemption option in May 211, as well as the netting and redemption of convertible bonds, conditional capital of only EUR 5,, is required to service the conversion rights from outstanding convertible bonds. As of December 31, 212, the conditional capital 25/I amount to EUR 5,, (211: EUR 5,,). As in the prior year convertible bonds were converted to Constantin Medien AG shares in the financial year 212. Conditional Capital 211/I The General Meeting held on July 19, 211 resolved that the subscribed capital of the Company was to be conditionally increased by up to EUR 2,,. 115

212 Consolidated Financial Statements Notes to the Consolidated Financial Statements Notes to selected line items in the consolidated balance sheet The purpose of the conditional capital 211/I is solely to grant share rights to bearers or creditors of financial instruments (convertible bonds and/or warrant bonds and/or convertible participation rights and/or warrant participation rights) to be issued until July 19, 216, by the Company or by direct or indirect majority shareholdings of the Company. According to the convertible bond conditions, or convertible participation conditions, the conditional capital 211/I is also used for the issue of shares to bearers or creditors of convertible bonds or convertible participation rights with conversion obligations. The authorization relates to the issue of instruments in an aggregate nominal value of up to EUR 15,,. This conditional capital increase is only performed to the extent that option or conversion rights from the above-mentioned financial instruments are used or to the extent that the shareholders or creditors obligated to carry out the conversion meet their obligation. The resolution concerning the conditional capital 211/I was recorded in the Commercial Register on August 1, 211. Conditional Capital 211/II The General Meeting held on July 19, 211 resolved that the subscribed capital of the Company was to be conditionally increased by up to EUR 15,,. The conditional capital increase relates to the issue of financial instruments (see conditional capital 211/I) until July 19, 216, in a nominal value of up to EUR 112,5,. The resolution concerning the conditional capital 211/II was recorded in the Commercial Register on August 1, 211. Treasury stock As of December 31, 212, the balance of directly and indirectly held non-voting treasury shares amounted to 7,424,378 Constantin Medien shares with a fair value of EUR 11,285 thousand taking into account the Constantin Medien shares held by Highlight Communications AG (211: 7,424,378 shares; fair value of EUR 9,53 thousand). The Company does not have any rights whatsoever in connection with the treasury stock. Pursuant to a resolution of the General Meeting on June 9, 21, the Company is authorized to acquire treasury shares of up to 1 percent of the Company's subscribed capital existing as of the date of the resolution. This authorization became effective upon the expiry of the Annual General Meeting on June 9, 21 and will continue to be effective until June 9, 215. The authorization is limited to the acquisition of treas ury shares with a no-par-value in the share capital of up to EUR 8,513,78. The authorization may be exercised in full or in partial amounts, on one or more occasions. The acquired treas - ury shares, together with other treasury shares in the possession of the Company or attributable to it under 71a ff. AktG (Stock Corporation Act) are not permitted to be more than 1 percent of the share capital at any time. Stock option plans The 2 stock option plan has expired in the financial year 212. There are no longer any option rights as of December 31, 212 (211: 87, option rights). The option plan reached the end of the vesting period already in the financial year 27. Consequently, no personnel expenses were recognized for the accounting of stock options in the financial years 212 and 211, respectively. No option rights were exercised in the financial years 212 and 211, respectively. 116

Outstanding options Number of options Weighted average exercise price in EUR Outstanding at January 1, 212 Issued Exercised Expired Forfeited Outstanding at December 31, 212 87, 47, 4, 13.85 19.14 7.64 Outstanding at January 1, 211 Issued Exercised Expired Forfeited Outstanding at December 31, 211 358, 26, 65, 87, 4.71 54.57 19.14 13.85 Other reserves Other reserves amount to EUR 14,788 thousand as of the balance sheet date (211: EUR 14,717 thousand). The item as at December 31, 212, comprises reserves for the employee option program of EUR thousand (211: EUR 175 thousand), reserves for exchange rate translation of non-euro group companies of EUR 9,534 thousand (211: EUR 9,463 thousand) and miscellaneous reserves of EUR 5,254 thousand (211: EUR 5,79 thousand). The changes in the other components of equity comprise the following for financial years 212 and 211: Other comprehensive income and loss in EUR Before taxes Tax effect After taxes January 1 to Dezember 31, 212 Unrealized foreign currency translation gains/losses -51-12 -63 Reclassification of realized gains/losses Total foreign currency translation differences -51-12 -63 Other comprehensive income/loss -51-12 -63 January 1 to Dezember 31, 211 Unrealized foreign currency translation gains/losses 284-37 247 Reclassification of realized gains/losses Total foreign currency translation differences 284-37 247 Other comprehensive income/loss 284-37 247 117

212 Consolidated Financial Statements Notes to the Consolidated Financial Statements Notes to selected line items in the consolidated balance sheet The line item Other changes shown in the Consolidated Statement of Changes in Equity relate to Highlight Communica tions AG s higher interest held in Highlight Event & Entertainment AG, which is associated with the aforementioned capital increase. At the Constantin Medien AG level, this led to a reduction in the capital reserve and to an increase in noncontrolling interests of EUR 61 thousand. In contrast, the sale of Highlight Event AG to Highlight Event & Entertain ment AG (see also Note 8) led to an increase in the capital reserve and a decrease in non-controlling interests of EUR 372 thousand at the Constantin Medien AG level. Following another increase in the interest in Highlight Event & Entertainment AG, the capital reserve declined by EUR 1 thousand and the non-controlling interests increased by this amount. In connection with Highlight Event & Entertainment AG s sale of its 5.4 percent interest in Pokermania GmbH to Rainbow Home Entertainment AG, the capital reserve decreased by EUR 442 thousand and the non-controlling interests increased by EUR 442 thousand (see also Note 3). The first time consolidation of the newly formed Mood Factory AG however led to an increase in non-controlling interests of EUR 4 thousand. In addition, the non-controlling interest increased by EUR 49 thousand from the first time consolidation of the newly formed Nadcon Film GmbH. Disclosures regarding capital management Constantin Medien AG aims to increase the capital provided on the capital market to the Company and to generate attrac - tive annual returns for the shareholders. For this purpose, the parent company of the Group employs equity by acquiring investments and funding their operations as well as its own operations. Moreover, the Constantin Medien Group can decide to make a dividend payout, to pay capital back to shareholders, to issue new shares or to dispose of assets with the aim of reducing debt. Management aims to efficiently employ its equity and external capital for purposes of assuring financial flexibility on the basis of a solid capital structure and provid - ing sufficient liquidity. Liquidity comprises inflows from op e- rating activities, cash funds on hand and available external funds. In addition to equity, external debt is also employed for Group financing in order to raise capital profitability. To ensure that this objective is met, a profitability calculation is generally prepared for every major investment. These procedures are regularly based on a cash flow method (DCF), where the weighted average cost of capital (WACC) method is applied in most cases. This is a way of methodically supporting the further raising of capital employment. For purposes of controlling and classifying profitability generated in the Group, capital ratios are calculated several times a year; this includes the capital return ratio and the total return on capital. These ratios are benchmarked with those of other companies. The Constantin Medien Group's liquidity is monitored centrally via Constantin Medien AG for the Sports Segment and Others. The Highlight Communications group controls its liquidity on its own and independent of Constantin Medien AG. To assure liquidity funds, Constantin Medien AG employs a liquidity report and a liquidity plan and for purposes of assessing the liquidity status the key indicators indebtedness and net debt, defined as current and non-current financial liabilities less cash and cash equivalents. Constantin Medien AG's capital management comprises all equity balance sheet items, with treasury stock deducted. In line with group monitoring, Constantin Medien AG monitors all external debt positions of the Sports Segment and Others. The external debt of the companies within the Highlight Communications group is locally monitored via Highlight Communications AG, Constantin Film AG and Highlight Event & Enter tain ment AG. The external debt managed by Constantin Medien AG is largely hedged through the shares in the Highlight Communications group, the receivables from the sale of Creation Club (CC) GmbH and the pledging of shares in PLAZAMEDIA GmbH TVund Film-Produktion upon the first written demand by the bank as well as through the guarantees of Constantin Medien AG. The funds are mostly comprised of a corporate bond, a convertible bond and a loan of a private investor as well as an oper - ating credit line facility. For external debt, financial ratios and other conditions must be met and information must be made available. Maintaining certain financial covenants was agreed to in the credit agreements of Highlight Communications AG and Con- 118

stantin Film AG. The financial covenants relate to EBIT, EBIT margin, interest coverage ratio, indebtedness, economic equity ratio and the ratio of net financial debt to operating results. A breach of the external debt conditions may cause an increase in the interest and a cancellation option may exist. No financial covenants were breached in the financial year 212. The credit lines (production financing and license trading line) are secured by film rights shown under film assets in the amount of EUR 132,916 thousand (211: EUR 124,381 thousand) and by the resulting exploitation revenues as well as by receivables in the amount of EUR 19,63 thousand (211: EUR 19,996 thousand). The drawn amounts are due when requested in 213. 5.13 Overview of provisions and liabilities Maturity of provisions and liabilities 212 in EUR Less than 1 year 1 to 5 years More than 5 years Total Non-current liabilities Financial liabilities 28,554 28,554 Other liabilities 281 281 Pension liabilities 5,693 5,693 Provisions 4,764 4,764 Deferred tax liabilities 2,476 15,784 18,26 Total 2,476 55,76 57,552 Current liabilities Financial liabilities 149,33 149,33 Advance payments received 37,73 37,73 Trade accounts payable 44,272 44,272 Other liabilities 73,17 73,17 Liabilities due to associated companies and joint ventures 1,113 1,113 Provisions 19,489 19,489 Income tax liabilities 5,794 5,794 Total 33,574 33,574 119

212 Consolidated Financial Statements Notes to the Consolidated Financial Statements Notes to selected line items in the consolidated balance sheet Maturity of provisions and liabilities 211 in EUR Less than 1 year 1 to 5 years More than 5 years Total Non-current liabilities Financial liabilities 28,421 28,421 Other liabilities 9,968 9,968 Pension liabilities 6,227 6,227 Provisions 4,471 4,471 Deferred tax liabilities 2,451 14,744 17,195 Total 2,451 63,831 66,282 Current liabilities Financial liabilities 24,989 24,989 Advance payments received 35,263 35,263 Trade accounts payable 51,63 51,63 Other liabilities 85,771 85,771 Liabilities due to associated companies and joint ventures 1,175 1,175 Provisions 17,455 17,455 Income tax liabilities 8,63 8,63 Total 44,319 44,319 5.14 Trade accounts payable and other liabilities Trade accounts payable and other liabilities in the amount of EUR 117,442 thousand (211: EUR 136,834 thousand) comprise trade payables of EUR 44,272 thousand (211: EUR 51,63 thousand) and other liabilities of EUR 73,17 thousand (211: EUR 85,771 thousand). Trade accounts payable Trade accounts payable are not further securitized apart from the usual retention rights. They mainly relate to licensing and services. bearing, and so the carrying value is equivalent to the fair value. Trade accounts payable contain EUR 1,813 thousand payables from percentage of completion (211: EUR 671 thousand). Other current liabilities Personnel-related liabilities mainly relate to obligations for bonuses, overtime and vacation not taken and bonuses for Management Board members. Other current liabilities include EUR 23 thousand (211: EUR 11 thousand) for related parties (see also Note 11). Overall, trade accounts payable are current and non-interest Other current liabilities consist as shown in the following table. 12

Other current liabilities in EUR Liabilities for contingently repayable loans (grants) Personnel-related liabilities Current interest payable Sales tax payable Other taxes and social security Deferred income Customers with credit balances Commissions, licenses and surplus guarantees Derivative financial instruments Miscellaneous current liabilities 12/31/212 15,67 16,724 734 2,875 3,8 8,999 51 18,732 455 4,743 12/31/211 1,52 18,192 1,135 3,619 3,383 12,52 212 19,391 3,268 13,549 Total 73,17 85,771 Other non-current liabilities The change in other non-current liabilities of EUR 9,687 thousand to EUR 281 thousand mainly results from the reclassification to current other liabilities of a conditional purchase price payment to the UEFA in the first quarter of 212. The purchase price was settled in the fourth quarter of 212 and is shown in the consolidated cash flow statement under Payments for purchase of non-controlling interests. 5.15 Financial liabilities Non-current financial liabilities Non-current financial liabilities amounted to EUR 28,554 thousand at the balance sheet date (211: EUR 28,421 thousand) and contain the corporate bond issued in the fourth quarter of 21. The bond, which was issued as a private place ment, has a term of five years and accrues interest at 9. percent p.a. Pursuant to 13 of the bond conditions, Constantin Medien AG can cancel the bond starting October 13, 213 by giving notice of between 3 and 6 days. Current financial liabilities Current financial liabilities comprise liabilities to banks of EUR 112,639 thousand (211: EUR 167,781 thousand), of which EUR 71,238 thousand (211: EUR 19,446 thousand) relate to the financing of film projects. In addition, current financial liabilities include short-term loans of the private investor with a term to September 213, in the amount of EUR 34,214 thousand (211: EUR 35,23 thousand) as well as liabilities from the convertible bond 26/213 of a remaining EUR 2,18 thousand (211: EUR 2,185 thousand). In the financial year 29, Constantin Medien AG obtained a non-current loan in the amount of EUR 3, thousand from a related party of Highlight Communications AG with a term of three years. A tranche of EUR 15, thousand, which was originally due for repayment in August 211, was renegotiated and renewed. The repayment of the partial loan, of which a part is due in Swiss Francs, was extended by one year to August 212. During the third quarter 212 all the loans from the private investors have been renegotiated and are now due for repayment in September 213 (refer to Note 12 too). The interest rate is unchanged at 6. percent. As collateral for the whole loan, a securities account with 22.3 million Highlight Communications shares was pledged. Forward currency contracts were used to hedge currency risks. 121

212 Consolidated Financial Statements Notes to the Consolidated Financial Statements Notes to selected line items in the consolidated balance sheet 5.25% Convertible bond 26/213 According to a resolution passed by the General Meeting on July 5, 25, EM.TV Finance B.V., Amsterdam (a whollyowned subsidiary of Constantin Medien AG), issued a 5.25% convertible bond 26/213 with a total nominal value of EUR 87,75 thousand on May 8, 26. Each convertible bond can be converted into 1.123 Constantin Medien AG bearer shares with an allocable amount of the subscribed capital equivalent to EUR 1. per share. The issue price of EUR 5.85 for each bond is equivalent to the nominal amount and the initial conversion price for each bond. The interest rate is 5.25 percent p.a. The issue proceeds from the convertible bond were used in full by EM.TV Finance B.V. to make a long-term loan available to Constantin Medien AG. The loan receivable serves as a guarantee for the bond creditors. Constantin Medien AG issued a guarantee to the bond creditors for the interest payments and for the ultimate repayment. In the case of conversion, the repayment claim in connection with the loan expires in the amount of the bonds converted into shares of Constantin Medien AG. For accounting purposes, the convertible bond was divided into an equity portion and a third-party debt portion. The debt portion is subject to compound interest over the term of the bond up to the repayment amount (effective interest rate of 8.4 percent). The convertible bond matures on May 7, 213, with both the issuer and the creditor able, under certain circumstances and at specific dates, may demand repayment at an earlier date. In the third quarter 28, the convertible bond was revalued with respect to the probable repayment date because Constantin Medien AG's stock price was considerably below the conversion price of EUR 5.85 per share. In connection with the exercise of the repayment option by the debtors, convertible bonds in the nominal amount of EUR 4,894 thousand were repaid prematurely in May 211. On July 6, 211, 2,35,78 convertible bonds held by Constantin Medien AG were netted and redeemed by EM.TV Finance B.V. As in the previous year no conversions of convertible bonds of EM.TV Finance B.V. into bearer shares of Constantin Medien AG took place. In the financial year 212, the Constantin Medien Group acquired a total of 782 (211: 56,5) convertible bonds. On December 31, 212, the Group held a total of 4,566,559 convertible bonds (211: 4,565,777 convertible bonds) as well as 372,688 convertible bonds (211: 373,47 convert - ible bonds). Based on the closing rate of EUR 5.9 (211: EUR 5.61) for each convertible bonds, the fair value amounts to EUR 2,199 thousand as of December 31, 212 (211: EUR 2,95 thousand). 5.25% Convertible bond 26/213 in EUR 12/31/212 12/31/211 Equity component 8,671 8,671 Liability component 2,18 2,185 Total 1,851 1,856 The following collaterals were granted to the creditors of the convertible bond: EM.TV Finance B.V. assigned all claims in connection with the loan to Constantin Medien AG in the amount of EUR 29,934 thousand to the bond creditors. Upon assignment, a portion of the loan is allotted for each convertible bond. With respect to each convertible bond, assignment occurs with the repayment of the convertible bond without the exercise of conversion rights. Constantin Medien AG guaranteed to the creditors of the convertible bond proper and timely payment of all amounts due. As of the balance sheet date the Group has the following unused, short-term credit lines available: Constantin Medien AG has available a short-term bank credit line in the total amount of EUR 1, thousand as of December 31, 212 (211: EUR 1, thousand), of which EUR 5, thousand (211: EUR 5, thousand) is for guarantees exclusively in the favor of Sport1 GmbH and PLAZA - MEDIA GmbH TV- und Film-Produktion; a total of EUR 4,398 thousand thereof was utilized on the balance sheet date (211: EUR 4,44 thousand). As collateral, Constantin Medien AG pledged shares in PLAZAMEDIA GmbH TV- und Film-Produktion upon the first written demand by the bank. In addition, the 122

receivable and a bank guarantee of the indirect 1 percent subsidiary PLAZAMEDIA GmbH TV- und Film-Produktion aris ing from the sale of the shares in Creation Club (CC) GmbH were assigned. The Highlight Communications group has available unused short-term credit lines of about EUR 181,332 thousand as of the balance sheet date (211: EUR 178,457 thousand). The credit lines used by the Constantin Film group (production financing and license trading lines) are secured by film rights shown under film assets of EUR 132,916 thousand (211: EUR 124,381 thousand) and by the resulting exploitation revenues as well as by receivables in the amount of EUR 19,63 thousand (211: EUR 19,996 thousand). The credit line of Highlight Communications AG in the amount of EUR 41,41 thousand (211: EUR 58,746 thousand) is secured by shares in Constantin Film AG, by Constantin Medien shares held by Highlight Communications AG and by own treasury shares. The drawn amounts are all due when requested in 213. 5.16 Advance payments received Advance payments received of EUR 37,73 thousand (211: EUR 35,263 thousand) include cash receipts from global sales for which revenue has not yet been recognized, as well as other advance payments received. 5.17 Non-current service productions Production contracts with a net credit balance towards the cus - tomers amount to EUR 7,47 thousand (211: EUR 8,966 thousand). Production contracts with a net debit balance due to customers amount to EUR 1,813 thousand (211: EUR 671 thousand). Such amounts are reported in the trade accounts receivable or trade accounts payable position. According to IAS 11.39, the contract revenues for the period amount to EUR 16,66 thousand (211: EUR 73,91 thousand). The total costs incurred for uncompleted contracts pursuant to IAS 11.4 and recognized profits (less any recorded losses) amount to EUR 26,357 thousand (211: EUR 28,319 thousand). 5.18 Pension liabilities The amounts of the pension liabilities and corresponding expenses have been determined by an independent actuary. The calculation of the pension liabilities is based on the projectedunit-credit method. Actuarial gains and losses are recognized according to the corridor method. The obligation corresponds to the difference between the pres - ent value of the defined benefit obligation (DBO) and similar post-employment benefits, less the fair value of plan assets and plus or less unrealized actuarial gains and losses and less past service costs not yet recorded. Pension liabilities developed as follows in the financial year 212: Pension liabilities in EUR 12/31/212 12/31/211 Present value of defined benefit obligation Fair value of plan assets Funded status Unrecognized actuarial losses Recognized liability 34,951 26,43 8,98 3,215 5,693 38,28 29,715 8,313 2,86 6,227 The defined benefit obligation developed as follows: Development of defined benefit obligation in EUR 212 211 Present value of defined benefit obligation at January 1 Changes in the group of consolidated companies Current service cost incl. reduction in employee contribution Past service cost Recording new pension plan Interest cost Curtailment, settlement Benefits paid Currency translation effects Actuarial gains (-) / losses (+) Present value of defined benefit obligation at December 31 38,28 1,998 1,1 118 899-991 -7,571 33 1,166 34,951 32,329 4,637 1,953 1,145 1,47-2,398 854-1,539 38,28 123

212 Consolidated Financial Statements Notes to the Consolidated Financial Statements Notes to selected line items in the consolidated balance sheet Plan assets developed as follows: Development of plan assets in EUR 212 211 Fair value of plan assets at January 1 Changes in the group of consolidated companies Expected return on plan assets Employee contributions Employer contributions Benefits paid Currency translation effects Actuarial losses (-) / gains (+) 29,715 964 1,1 1,643-7,571 239 52 23,321 4,579 882 1,145 1,744-2,398 647-25 Fair value of plan assets at December 31 26,43 29,715 Allocation of plan assets in % Plan assets are allocated to the individual investment catego- 212 211 ries as shown in the table besides. Liquid funds Debt instruments Equity instruments 14.6 41.8 1. 12.2 43.4 1.8 The redemption value of collective foundations is reported in the corresponding category of the plan assets. Real estate Insurance surrender value Others 25.5 14.9 2.2 25.2 15.7 1.7 Actual return on plan assets amounted to EUR 1,16 thousand in the reporting year (211: EUR 677 thousand). Total 1. 1. Total pension costs in EUR 1/1 to 12/31/212 1/1 to 12/31/211 Current service cost (incl. reduction in employee contribution) Interest cost Expected return on plan assets Realized actuarial losses (-) / gains (+) Recording new pension plan Effects from curtailments and settlements 1,998 899-964 118-991 1,953 1,47-882 15 Total 1,6 2,133 124

The current service cost and actuarial losses are shown in the profit or loss account under personnel expenses or income. The expense from discounting the expected pension obligation and interest income from plan assets are also shown under personnel expenses. In association with the carve-out of the music business (Highlight Event AG) from the TEAM-group as described in Note 3 and the contribution of these business activ - ities to the Highlight Event & Entertainment group as well as the additional staff downsizing of the TEAM-group, the pension plan of the TEAM-group was correspondingly curtailed. A new pension plan was established under the Highlight Event & Entertainment group for the employees of Highlight Event AG. The expected employer contribution payments for the financial year 213 amount to EUR 1,466 thousand (EUR 1,75 thousand). The defined benefit plans are actuarially measured on the basis of the following parameters: Pension parameters in % Discount rate Expected return on plan assets Pension trend Salary trend Projected average life after retirement, men (in years) Projected average life after retirement, women (in years) 212 Foreign plans 1.75 3..5 1.5 21.23 24.68 211 Foreign plans 2.5 3.5.5 1.5 21.12 24.58 Because the pension plans relate to subsidiaries in Switzerland, actuarial assumptions for mortality, disability and fluc - tua tion are based on the BVG 21 tables. Contributions recognized in the income statement for defined contribution plans (including government plans) totaled EUR 7,64 thousand in the financial year 212 compared to EUR 6,272 thousand in 211. Experience-based adjustments are as follows: Experience-based adjustments at December 31, in EUR 212 211 21 29 28 Present value of defined benefit obligation Fair value of plan assets Funded status Experience-based adjustments for plan liabilities Adjustments to pension liability due to assumption changes Experience-based adjustments for plan assets 34,951 26,43-8,98 1,19-2,354 52 38,28 29,715-8,313 126 1,434-28 32,329 23,321-9,8-466 -679 19 22,686 16,951-5,735-267 -87-58 18,631 14,36-4,595-587 -595-1,98 Total -1,2-6,961-1,44-6,867-6,875 125

212 Consolidated Financial Statements Notes to the Consolidated Financial Statements Notes to selected line items in the consolidated balance sheet 5.19 Provisions Provisions in EUR Licenses and returns Litigation costs Personnel provisions Provisions for warranties and other obligations Other provisions Total Balance at January 1, 212 3,254 4,821 1,539 4,768 7,544 21,926 Changes in the group of consolidated companies Foreign currency differences 5 1 3 4 13 Usage 2,75 446 41 1,165 189 4,546 Reversal 1,54 535 79 1,351 1,824 5,293 Accretion of discount/change in discount rate 19 57 76 Reclassification 65 9 74 Addition 4,12 1,327 541 549 5,466 12,3 Balance at December 31, 212 3,17 5,252 2,17 2,813 11,1 24,253 thereof non-current 4,45 359 4,764 The provision for licenses and returns has been recognized for unbilled licenses attributable to licensors and risks from any merchandise returns for Blu-rays and DVDs sold. The provision for returns of goods is based on an analysis of the contractual or statutory obligations as well as historical trends and the Group's own experience. The provision for litigation costs has been recognized to take account of various pending or anticipated litigation proceed ings. Personnel provisions contain probable future liabilities arising from the termination of employment contracts in the amount of EUR 329 thousand (211: EUR 79 thousand). 5.2 Income tax liabilities Income tax liabilities in EUR Total domestic taxes thereof trade tax thereof corporate income tax Foreign income tax Total Balance at January 1, 212 6,33 3,516 2,814 2,273 8,63 Changes in the group of consolidated companies Foreign currency differences 14 14 Usage 495 3 465 3,282 3,777 Reversal 2,59 1,462 1,47 9 2,518 Reclassification 284-4 324-347 -63 Addition 576 322 254 2,959 3,535 Balance at December 31, 212 4,186 2,36 1,88 1,68 5,794 126

5.21 Deferred tax liabilities Composition of deferred tax liabilities in EUR 12/31/212 12/31/211 Intangible assets/film assets Trade accounts receivable and other receivables Financial liabilities Advance payments received Trade accounts payable and other liabilities Other temporary differences 37,24 2,217 2,81 3,3 1,382 242 39,23 3,358 2,557 9,361 2,273 395 Total Offsetting against deferred tax assets 47,146-28,886 57,174-39,979 Deferred tax liabilities, net 18,26 17,195 Maturity of deferred tax liabilities in EUR 12/31/212 12/31211 Current deferred tax liabiities Non-current deferred tax liabilities 2,476 15,784 2,451 14,744 Total 18,26 17,195 127

212 Consolidated Financial Statements Notes to the Consolidated Financial Statements Notes to selected line items in the consolidated income statement 6. Notes to selected line items in the consolidated income statement 6.1 Sales The classification of sales is presented in the segment report - ing section 8 of these Notes. 6.2 Capitalized film production costs and other own work capitalized Capitalized film productions amount to EUR 48,514 thousand (211: EUR 43,469 thousand). Other own work capitalized in the amount of EUR 64 thousand (211: EUR 588 thousand) comprises internally-generated intangible assets. 6.3 Other operating income Income from damages claims and settlement agreements mainly comprises income from compensation for copyright infringements. Income from the reversal of provisions and accrued liabilities is primari ly the consequence of the lapse of obligations for licenses as well as the reversal of provisions. Miscellaneous other operating income consists of a large number of items that cannot be allocated to any of the items shown separately, including marketing compensation payments, suppliers' reimbursements and other refunds. Other operating income in EUR 1/1 to 12/31/212 1/1 to 12/31/211 Income from the reversal of provisions and accrued liabilities Income relating to other periods Reversal of bad debt allowances Recharges Foreign currency exchange gains Income from rents and leases Income from disposal of liabilities Income from disposal of fixed assets Income from damage claims and settlement agreements Miscellaneous other operating income 8,25 557 2,157 83 3,384 94 287 163 6,523 7,52 1,28 644 2,96 859 4,764 23 163 5 7,29 5,413 Total 29,27 32,59 6.4 Cost of materials and licenses Costs of licenses, commissions and materials amounting to EUR 56,67 thousand (211: EUR 57,99 thousand) are attributable to payments for licenses and commissions total ing EUR 26,912 thousand (211: EUR 3,722 thousand) and to other cost of materials in the amount of EUR 29,758 thousand (211: EUR 26,377 thousand). The costs of purchased services in the amount of EUR 192,725 thousand (211: EUR 155,584 thousand) comprise production costs of EUR 176,517 thousand (211: EUR 143,78 thousand), costs of purchased services of EUR 3,777 thousand (211: EUR 1,965 thousand) and costs of surplus guarantees in the Film Segment of EUR 1,815 thousand (211: EUR 9,37 thousand). 128

6.5 Amortization, depreciation and impairment Scheduled amortization and depreciation of EUR 111,358 thousand (211: 11,77 thousand) include EUR 1,381 thousand (211: EUR 21,114 thousand) for the amortization on assets arising from the purchase price allocation. Impairment of film assets amounting to EUR 5,792 thousand (211: EUR 3,372 thousand) relates to films in which their carrying values are no longer covered by the values in use. This includes impairments in the amount of EUR 535 thousand for adjustments recognized from the purchase price allocation (211: EUR 1,365 thousand). In the financial year 212, goodwill impairment was recognized in the amount of EUR 53 thousand (211: EUR thousand) (see Note 5.2). The depreciation of property, plant and equipment include impairments of EUR 84 thousand as described in Note 5.11, which relate to the reclassification of real estate property as asset held for sale. 6.6 Other operating expenses Other operating expenses in EUR 1/1 to 12/31/212 1/1 to 12/31/211 Rental, repair and maintenance costs Advertising and travel costs Legal, consulting and auditing costs Expenses for additions to bad debt allowance and receivable write-offs IT costs Administration costs Other personnel-related costs Insurance, dues and fees Expenses relating to other periods Foreign currency exchange losses Vehicle costs Bank fees Expenses for disposal of fixed assets Miscellaneous other operating expenses 12,813 25,93 13,988 2,281 4,86 2,965 2, 1,264 465 2,496 1,183 2 34 6,451 13,81 28,856 16,669 4,648 4,271 3,25 2,239 1,364 548 5,68 1,187 248 24 6,369 Total 76,93 88,497 Advertising and travel costs include the costs of advertising for and distributing of theatrical films, as well as the costs of releasing home entertainment titles. Legal, consulting and auditing costs include inter alia auditing costs of the consolidated financial statements and individual financial statements, tax consultancy fees and costs for legal consultation in, among other things, on-going court proceed - ings and copyright infringements. Miscellaneous other operating expenses consist of a large number of items that cannot be allocated to any of the items shown separately. 129

212 Consolidated Financial Statements Notes to the Consolidated Financial Statements Notes to selected line items in the consolidated income statement 6.7 Earnings from investments in associated companies and joint ventures Earnings from investments in associated companies and joint ventures in EUR Highlight Event & Entertainment AG* PolyScreen Produktionsgesellschaft für Film und Fernsehen mbh BECO Musikverlag GmbH NEF-Production S.A.S. Mister Smith Entertainment Ltd Kuuluu Interactive Entertainment AG 1/1 to 12/31/212 215 3-18 1/1 to 12/31/211-1,53 237 1-21 Total *In 211 proportionate result of Highlight Event & Entertainment AG until June 3, 211. 2-836 6.8 Financial income Financial income of EUR 9,874 thousand (211: EUR 16,77 thousand) mainly comprises EUR 3,652 thousand (211: EUR 12,38 thousand) for currency rate gains, EUR 5,449 thousand (211: EUR 1,177 thousand) for gains in fair value changes of financial instruments, and EUR 773 thousand (211: EUR 3,15 thousand) for other interest and similar income. Financial income includes a gain in the amount of EUR 4,125 thousand (211: EUR 938 thousand), which was incurred from the sale of an investment classified as available-for-sale. The gains arising from changes in the fair value of financial instruments include valuation gains associated with an equityswap transaction in the amount of EUR 352 thousand (211: loss of EUR 67 thousand). The equity-swap trans action deals with the sale of 9, treasury shares by Highlight Communications AG to a credit institution (contractual partner) at a price of EUR 3.46 per share (211: EUR 6.9 per share). A premature payment settlement was conducted in the third quarter of 212. At the same time, a new agreement was signed with a term from September 2, 212 (trans action date) to December 27, 213. The terms of the agreement remain unaltered, which stipulate that proceeds from the sale of shares by the contractual partner will flow in full to Highlight Communications AG. Conversely, a loss must also be absorbed by Highlight Communications AG. The difference between the share price as of December 31, 212 and the sales price results in a financial receivable in the amount of EUR 352 thousand on the consolidated balance sheet (211: financial liability of EUR 3,114 thousand) and is shown under other receivables (211: other liabilities). The sale of shares by the contractual partner is to be conducted during the contractually fixed selling period (August 29, 213 to December 2, 213), subject to a premature payment settlement. 6.9 Financial expenses Financial expenses in EUR Interest expenses on the 5.25% convertible bond 26/213 and on the corporate bond Other interest and similar expenses Accretion of discount for liabilities and provisions Loss arising from changes in the fair value of financial instruments Foreign currency exchange losses 1/1 to 12/31/212 2,859 5,79 324 1,549 4,737 1/1 to 12/31/211 4,34 6,453 539 793 6,45 Total 15,178 18,269 13

6.1 Taxes Taxes comprise income taxes paid or payable in the respective countries and deferred taxes. Income taxes include trade tax, corporate income tax, solidarity surcharge and corresponding foreign income taxes. 6.11 Earnings per share Potential shares do not include potential shares from options to employees or the 5.25% convertible bond 26/213, because either the exercise price is above the underlying average stock price or the potential shares have no diluting effects. Tax reconciliation in EUR Earnings per share 1/1 to 12/31/212 1/1 to 12/31/211 1/1 to 12/31/212 1/1 to 12/31/211 Result from continuing and Net profit attributable to shareholders discontinued operations 16,496 1,24 in EUR 4,962-2,559 Expected taxes based on a tax rate Average number of issued ordinary of 27.375% (211: 27.375%) -4,516-339 shares 77,76,42 77,76,42 Differing tax rates 1,948-7 Average number of potential shares Reversal/write-down from option rights on deferred tax assets -199-86 Certificates Tax-exempt income 18 212 Convertible bonds Permanent differences -119-22 Change in tax rates (from subsidiaries) -65 72 Non-deductable expenses -1,42-516 Total average number of issued and Tax income and expenses relating potential shares 77,76,42 77,76,42 to other accounting periods 1,329 628 Other effects -449 21 Earnings per share attributable to Unrecognized deferred taxes -865-545 shareholders, basic in EUR.6 -.3 Impairment of goodwill -22 Earnings per share attributable to Actual income tax -3,982-825 shareholders, diluted in EUR.6 -.3 Effective tax rate in percent 24.1 66.5 The write-downs did not arise from the expiration of tax loss carryforwards, but from lower future taxable profits. Classification of taxes in EUR 1/1 to 12/31/212 1/1 to 12/31/211 Current taxes Deferred taxes Income taxes for continuing operations Income taxes for discontinued operations -154-3,828-3,982-9,953 9,128-825 Total income taxes -3,982-825 131

212 Consolidated Financial Statements Notes to the Consolidated Financial Statements Disclosures regarding financial risk management 7. Disclosures regarding financial risk management The next table depicts the carrying values and fair values for financial instruments according to the respective classes as well as a classification into the different categories of financial instruments pursuant to IAS 39. Disclosures under IFRS 7: Classes for 212 in EUR Classification category under IAS 39 Net carrying value 12/31/212 of which not relevant under IFRS 7 Amortized cost Fair value through profit or loss Fair Value 12/31/212 Assets Cash and cash equivalents LaR 91,113 91,113 91,113 Trade accounts receivable LaR 55,778 55,778 55,778 Receivables due from associated companies and joint ventures (current and non-current) LaR 5,481 5,481 5,481 Other financial assets (current) Financial assets at amortized cost LaR 837 837 837 Available-for-sale financial assets AfS 2,98 2,98 2,98 Other receivables (current) Financial assets at fair value through profit or loss FVPL 351 351 351 Designated derivative financial instruments without in accordance with IAS 39 category 1,48 1,48 1,48 Other financial assets with hedging transactions without in accordance with IAS 39 category 27 27 27 Other current receivables LaR 71,573-13,557 58,16 58,16 Non-current receivables LaR 1,212 1,212 1,212 Other financial assets (non-current) Financial assets at fair value through profit or loss FVPL 26 26 26 Available-for-sale financial assets AfS 8 8 8 Liabilities Financial liabilities (current and non-current) OL 164,147 164,147 164,147 Designated financial liabilities (current and non-current) without in accordance with IAS 39 category 13,44 13,44 13,44 Trade accounts payable OL 44,272 44,272 44,272 Payables due to associated companies and joint ventures (current and non-current) OL 1,113 1,113 1,113 Other liabilities (current and non-current) Financial liabilities at amortized cost OL 72,13-17,399 54,614 54,614 Financial liabilities at fair value through profit or loss FLPL 75 75 75 Designated derivative financial instruments without in accordance with IAS 39 category 38 38 38 Other financial liabilities with hedging transcations without in accordance with IAS 39 category 983 983 983 132

Designated financial liabilities (current and non-current) in accordance with IAS 39 shown in the table Disclosures under IFRS 7: Classes in 212 contain non-derivative financial instruments designated as a hedged item under a fair value hedge. The carrying value also comprises fair value changes relating to the hedged risk. Disclosures under IFRS 7: Classes for 211 in EUR Classification category under IAS 39 Net carrying value 12/31/211 of which not relevant under IFRS 7 Amortized cost Fair value through profit or loss Fair Value 12/31/211 Assets Cash and cash equivalents LaR 15,69 15,69 15,69 Trade accounts receivable LaR 51,75 51,75 51,75 Receivables due from associated companies and joint ventures (current and non-current) LaR 1,599 1,599 1,599 Other financial assets (current) Financial assets at fair value through profit or loss FVPL 236 236 236 Financial assets at amortized cost LaR 825 825 825 Available-for-sale financial assets AfS 1,79 1,79 1,79 Other receivables (current) LaR 78,841-8,833 7,8 7,8 Non-current receivables LaR 6,26 6,26 6,26 Other financial assets (non-current) Financial assets at fair value through profit or loss FVPL 25 25 25 Available-for-sale financial assets AfS 35 35 35 Designated derivative financial instruments in without accordance with IAS 39 category 1,71 1,71 1,71 Liabilities Financial liabilities (current and non-current) OL 223,175 223,175 222,331 Designated financial liabilities (current and non-current) without in accordance with IAS 39 category 1,235 1,235 1,235 Trade accounts payable OL 51,63 51,63 51,63 Payables due to associated companies and joint ventures (current and non-current) OL 1,175 1,175 1,175 Other liabilities (current and non-current) Financial liabilities at amortized cost OL 9,62-23,278 67,324 67,324 Financial liabilities at fair value through profit or loss FLPL 3,268 3,268 3,268 Designated derivative financial instruments in without accordance with IAS 39 category 159 159 159 133

212 Consolidated Financial Statements Notes to the Consolidated Financial Statements Disclosures regarding financial risk management Non-current financial assets class measured at fair value through profit or loss contains only securities that were des - ignated as at fair value through profit or loss in past financial years. Financial liabilities as of December 31, 212 comprise EUR 149,33 thousand (211: EUR 24,989 thousand) current financial liabilities and EUR 28,544 thousand (211: EUR 28,421 thousand) non-current financial liabilities. Disclosures under IFRS 7: Categories in EUR Classification category under IAS 39 Net carrying value of which not relevant under IFRS 7 Amortized cost Fair value through profit or loss Fair Value 212 Aggregated by category Loans and receivables LaR 225,994-13,557 212,437 212,437 Available-for-sale financial assets AfS 2,16 2,16 2,16 Financial assets at fair value through profit or loss FVPL 557 557 557 Financial liabilities at amortized cost OL 281,545-17,399 264,146 264,146 Financial liabilities at fair value through profit or loss FLPL 75 75 75 211 Aggregated by category Loans and receivables LaR 289,344-8,833 28,511 28,511 Available-for-sale financial assets AfS 1,114 1,114 1,114 Financial assets at fair value through profit or loss FVPL 441 441 441 Financial liabilities at amortized cost OL 366,15-23,278 342,737 342,737 Financial liabilities at fair value through profit or loss FLPL 3,268 3,268 3,268 134

Net results for the categories under IFRS 7 in EUR From interests From subsequent measurement From disposal Others Net result Change in fair value Foreign currency translation Impairment 212 Loans and receivables (LaR) 772-282 -1,23 4,118 3,45 Available-for-sale financial assets (AfS) -11-11 Financial assets at fair value through profit or loss (FVPL) Designated 1 12 13 For trading -115 1,314 1,199 Financial liabilities (OL) -8,693-76 73 2,79 2,189-3,798 Financial liabilities at fair value through profit or loss (FLPL) -451-451 211 Loans and receivables (LaR) 3,138-4,162-794 -13-1,831 Available-for-sale financial assets (AfS) -11-11 Financial assets at fair value through profit or loss (FVPL) Designated -7-7 For trading 238 238 Financial liabilities (OL) -1,889 9,247 8,272 163 12 6,85 Financial liabilities at fair value through profit or loss (FLPL) -775-775 The net results of the respective categories of financial instruments are shown in the overview above. The line item Others under the financial liabilities mainly relates to the effects from the reversal of accrued liabilities. Impairment losses on loans and receivables (LaR) also include income from appreciations. 135

212 Consolidated Financial Statements Notes to the Consolidated Financial Statements Disclosures regarding financial risk management Management of financial risks The Group is exposed to various financial risks arising from operating business activities and financing activities. Financial risks are sub-classified by liquidity risks, credit risks and market risks (including currency risk, interest risk and price fluctuation risk). These risks are centrally examined within the Constantin Medien Group. The risk situation is identified by the risk manager in standardized risk reports prepared on the basis of the risk management guideline in effect for the entire Group and reported to the Management Board of Constantin Medien AG. The risk presentation is also outlined in the Risk Report, which forms a part of the Group Management Report (Note 7). Liquidity risks A liquidity risk arises if future payment obligations of the Group cannot be covered by liquidity on hand or corresponding credit facilities. To limit this risk, appropriate processes are in place within the Constantin Medien Group that continuously monitor and control cash inflow, outflow and maturities. Constantin Medien AG and the Constantin Medien Group had sufficient liquidity reserves taking into account available shortterm credit facilities as of the balance sheet date. The liquidity risk tables depict the maturity structure of nonderivative financial liabilities and present an analysis of cash outflows for derivative financial liabilities and assets. In general, the Group companies are themselves responsible for the disposal of liquid funds, including current deposits of liquidity surpluses and procurement of loans to bridge liquidity shortages. Constantin Medien AG in part supports its subsidiaries and in part acts as a coordinator with banks for purposes of maintaining the most cost-effective coverage of financial requirements. In addition, the Group's creditworthiness enables the efficient use of capital markets for financing activities. This also includes the ability to issue equity and debt instruments on the capital market. Accordingly, diverse projects, particularly in the film business and other financing activities such as purchase of non-controlling interests and acquisition of treasury stock, can affect the liquidity over time to a varying extent. Despite the unused credit lines available, the Group might be forced to borrow third-party capital via the capital market or credit institutions, both to refinance existing liabilities and to finance new projects. Therefore, there is the risk that a worsen - ing of the economic situation could lead to financing funds not being available or not being available to the extent needed or only being available at distinctly unfavorable conditions. From today's point of view, the extent and conditions of potential third-party sources of financing that might be available are unclear. 136

Liquidity risk in EUR Cash flow 213 Cash flow 214 December 31, 212 Net carrying value Interest fixed Interest variablel Repayment Interest fixed Interest variable Repayment Non-derivative financial liabilities Financial liabilities 177,587 6,61 148,587 2,61 Other non-interest-bearing liabilities 99,999 98,81 14 Derivative financial liabilities and assets Derivative financial liabilities Derivatives without a hedge relationship 75 4,492 Currency derivatives under fair value hedges 38 31,759 Other derivatives Derivative financial assets Derivatives without a hedge relationship 351 351 Currency derivatives under a hedge relationship 1,48 27,383 Cash flow 215-217 Cash flow 218-222 December 31, 212 Net carrying value Interest fixed Interest variable Repayment Interest fixed Interest variablel Repayment Non-derivative financial liabilities Financial liabilities 177,587 2,61 29, Other non-interest-bearing liabilities 99,999 59 Derivative financial liabilities and assets Derivative financial liabilities Derivatives without a hedge relationship 75 Currency derivatives under fair value hedges 38 Other derivatives Derivative financial assets Derivatives without a hedge relationship 351 Currency derivatives under a hedge relationship 1,48 137

212 Consolidated Financial Statements Notes to the Consolidated Financial Statements Disclosures regarding financial risk management Liquidity risk in EUR Cash flow 212 Cash flow 213 December 31, 211 Interest fixed Interest variable Repayment Interest fixed Interest variable Repayment Non-derivative financial liabilities Financial liabilities 233,41 4,984 25,369 2,61 Other non-interest-bearing liabilities 119,562 19,66 1,74 Derivative financial liabilities and assets Derivative financial liabilities Derivatives without a hedge relationship 154 2,52 Currency derivatives under fair value hedges 159 9,261 Other derivatives 3,114 3,114 Derivative financial assets Derivatives without a hedge relationship 236 3,175 Currency derivatives under a hedge relationship 1,71 9,71 11,223 Cash flow 214-216 Cash flow 217-221 December 31, 211 Net carrying value Interest fixed Interest variable Repayment Interest fixed Interest variable Repayment Non-derivative financial liabilities Financial liabilities 233,41 5,22 29, Other non-interest-bearing liabilities 119,562 13 5 Derivative financial liabilities and assets Derivative financial liabilities Derivatives without a hedge relationship 154 Currency derivatives under fair value hedges 159 Other derivatives 3,114 Derivative financial assets Derivatives without a hedge relationship 236 Currency derivatives under a hedge relationship 1,71 138

Credit risks A credit risk exists when the debtor is unable to meet a repayment obligation for a receivable at all or on time or where there is a loss in value of assets received as collateral leading to a financial loss. The credit risk includes the direct counterparty risk and the risk of credit deterioration. Financial institutions with which the Constantin Medien Group conducts business must have good credit ratings. Moreover, possible risks on liquid funds are minimized by allocating bank deposits among several financial institutions. Furthermore, potential default risks on customer receivables are regularly evaluated and, if required, valuation allowances for bad debt are recognized. Also the default risk of key customers of the Constantin Medien Group is continously monitored. In addition, the Company insures the risk of default caused by insolvency of a debtor by means of obtain-ing credit checks. The Group therefore assesses the credit quality of receivables that are neither overdue nor impaired to be satisfactory. are entered into with corresponding collateral (e.g. letter of credit). The maximum credit risk of the Constantin Medien Group is equivalent to the carrying values of the financial assets. Fair value Financial assets and liabilities that are measured at fair value are allocated to the following levels of the fair value hierarchy: Quoted prices on an active market (not adjusted) for similar assets or liabilities (Level 1) Directly (as a price) or indirectly (derived from the price) observable market inputs for assets or liabilities other than quoted prices according to Level 1 (Level 2) Inputs not based on observable market data (non-observable input data) (Level 3) Risks from the international distribution of film licenses are minimized by the fact that transactions are only conducted with counterparties with reliable credit ratings, rights are only transferred to the counterparty upon payment or transactions The table below presents an allocation of financial assets and liabilities measured at fair value according to the three-level fair value hierarchy. Fair value hierarchy in 212 in EUR Level 1 Level 2 Level 3 Total Financial assets measured at fair value Derivative financial instruments 1,399 1,399 Other financial assets with hedging transcations in accordance with IAS 39 27 27 Financial assets at fair value through profit or loss 26 26 Financial liabilities measured at fair value Financial liabilities at fair value through profit or loss 75 75 Designated derivative financial instruments in accordance with IAS 3 38 38 Other liabilities with hedging transcations in accordance with IAS 39 983 983 139

212 Consolidated Financial Statements Notes to the Consolidated Financial Statements Disclosures regarding financial risk management Fair value hierarchy in 211 in EUR Level 1 Level 2 Level 3 Total Financial assets measured at fair value Derivative financial instruments 1,71 1,71 Financial assets at fair value through profit or loss 25 236 441 Financial liabilities measured at fair value Financial liabilities at fair value through profit or loss 3,268 3,268 Designated financial liabilities in accordance with IAS 39 1,235 1,235 Designated derivative financial instruments in accordance with IAS 39 159 159 Financial assets measured at fair value through profit or loss which are included in Level 1 are determined by means of stock prices. Derivative financial instruments included in Level 2 are measured at the current market prices. To determine the fair value of financial instruments in Level 2, a discounted cash flow method has been applied. derivative and non-derivative financial instruments. Derivative financial instruments are entered into with credit institutions. The financial instruments largely relate to future foreign currency cash flows for film projects and loans. The Group monitors to ensure that the amount of the hedging does not exceed the underlying transaction. There have been no reclassifications between the individual categories of the fair value hierarchy. Market risks Market risks are deemed to be risks from exchange rate and inter est rate fluctuations and other risks from changes in a price base. Currency risk The Constantin Medien Group is exposed to currency risks as part of its ordinary business activities. This primarily relates to the US dollar, the CAN dollar, the Swiss franc and, due to the subsidiaries with their functional currency denominated in the Swiss Franc, the Euro. Exchange rate fluctuations can give rise to undesired and unforeseeable profit and cash flow volatility. Every subsidiary is subject to risks associated with exchange rate fluctuations when it transacts with international contractual partners and as a result incurs future cash flows that do not correspond to the functional currency of the respective subsidiary. The Constantin Medien Group does not transact business activities in currencies that are classed as particularly risky. Regarding material transactions, mainly in US dollars, Canadian dollars and Swiss Francs, the Group aims to minimize the currency risk through the use of appropriate In the current financial year, the Constantin Medien Group has entered into a series of forward exchange contracts for hedging purposes. As far as possible these hedging relationships are accounted for as fair value hedges in conformity with IAS 39. The hedged items relate to pending purchases of rights and sales in US dollar as well as loans in Swiss Francs. In addition, forward exchange contracts were purchased to hedge recognized foreign currency receivables and foreign currency liabilities as well as to hedge against dividend payments of foreign subsidiaries of Constantin Entertainment GmbH. The options purchased in connection with forward exchange contracts in the previous year were acquired to hedge against the profit distribution of Constantin Entertainment Polska Sp. z o.o. and had expired in the reporting year. As of December 31, 212, forward exchange contracts were designated as hedging instruments in fair value hedges in the amount of EUR 59,141 thousand (211: EUR 3,194 thousand). The fair value of these forwards totals EUR 1,48 thousand (211: EUR 1,71 thousand) or EUR -38 thousand (211: EUR -159 thousand) and arises from the difference between the forward rate on the date the transaction is con cluded and the market value of the forward contract on the 14

bal ance sheet date. The market value changes of the forward contracts and the forecast and recognized hedged items are currently recognized in opposite amounts in the income statement. The profit and loss recognized in the operating result in 212 for carrying value adjustments made to the hedged items amounted to EUR 112 thousand or EUR -851 thousand (211: gain of EUR 159 thousand or EUR -1,71 thousand). Gains and losses arising from the changes in the fair values of hedging transactions of EUR 851 thousand or EUR -112 thousand (211: EUR 1,71 thousand or EUR -159 thousand) were recognized in the operating result. presented as fair value hedges. The fair value of the foreign currency payables totals EUR 191 thousand (211: EUR 1,294 thousand). Income arising from the change in the fair value of the hedged item of EUR 191 thousand (211: EUR 1,294 thousand) and expenses from the change in the fair value of the hedging instrument of EUR 191 thousand (211: EUR 1,294 thousand) were recognized in the financial result. The effects of the changes in the fair value of the underlying and hedging transaction on the result were offset in profit and loss because this is an effective hedging relationship. Furthermore, a portion of a loan denominated in Swiss Francs was hedged using a forward exchange contract. The hedged value amounts to EUR 13,248 thousand (211: EUR 8,941 thousand). The line item designated financial liabilities in accord ance with IAS 39 includes the following: To hedge against currency risks foreign currency payables are also used as hedging instruments. These serve to hedge against what are at present off-balance sheet fixed claims in US dollars. The hedg ing relation ships are The nominal amounts and the fair values of derivative instruments held as of December 31, 212 and 211 which are not designated in hedge relationships are as follows. The fair value shown in the table for the PLN constitutes the fair value of the options. Derivative financial instruments in EUR 12/31/212 12/31/211 Nominal value Fair Value Nominal value Fair Value Forward exchange transactions Sale PLN 82-23 785 18 HRK 25 1,48-5 USD 1,473-149 CAD Forward exchange transactions Buy USD 3,466-51 2,39 236 CAD Interest risk Interest risk generally arises when market interest rates change and there is a resulting improvement or deterioration in the proceeds from deposits or payments for money procured. Further - more, an interest fluctuation risk arises from the mismatching of maturities; this risk is actively monitored by the Group, especially through observations of the trend of the yield curve. The interest fluctuation risk for the Group relates predominantly to current and non-current financial liabilities. At the present time, the Constantin Medien Group has available variable interest-bearing current financial liabilities and fixed interest-bearing non-current financial liabilities. The corporate bond issued in the financial year 21 can be cancelled after a period of three years and repaid in full. 141

212 Consolidated Financial Statements Notes to the Consolidated Financial Statements Disclosures regarding financial risk management In times of rising interest rates, fixed interest agreements offer a corresponding hedge against additional costs. However, in times of falling interest rates they have the disadvantage that the Company cannot profit from that development. In the case of financial liabilities without flexible arrangements for drawing and repayment, fixed interest conditions provide adequate planning assurance. In contrast, in credit agreements with high flexibility variable interest rate agreements allow to take into account future fluctuations in credit drawing (for more explanations regarding financial liabilities see Note 5.15). There is also the option of establishing a fixed interest base through interest hedges where necessary. Other price risks Other price risks are defined as the risk that the fair value or future payments of a financial instrument may fluctuate due to changes in the market value, which has not already been incurred from interest risk or currency risk. Other price risks arise for financial assets measured at fair value through profit or loss and for financial assets available for sale. There is no hedging of such financial assets. The currency sensitivities were calculated from the Group's perspective for the major currency pairs EUR/USD, CHF/EUR, EUR/CHF and EUR/CAD on the assumption that the exchange rate underlying the currency pair would change by 1 percent upwards or downwards and all other parameters would remain unchanged. Translation risks are not part of the sensitivity analysis. The table below presents the impact of changes in the exchange rate by 1 percent on pre-tax earnings. The minimum exchange rate of 1.2 for Euro/Francs set by the Swiss National Bank was not included in the sensitivity analysis. Other price risks of other receivables as of December 31, 212 relate to an equity swap transaction with Highlight Communications AG shares and designated securities under the fair value option. Assuming a fluctuation of +/- 1 percent in the market value of the securities, the impact on earnings is EUR +/- 35 thousand. In the previous year, this equity swap transaction led to other financials liabilities, of which price risks of +/- EUR 322 thousand resulted. Other price risks in connection with the change in the market value of assets held for sale of 1 percent that would lead to a decrease or increase in equity (other reserves) did not arise as of December 31, 212 (211: EUR thousand). Sensitivity analysis In conformity with IFRS 7 a sensitivity analysis must be prepared which depicts the impact of possible changes in market rates of interest on earnings or equity. Changes in the market rates of interest for variable interest-bearing financial instruments affect interest income and interest expense. The interest sensitivity analysis has been prepared on the assumption of a change in the market rate of interest by plus 1 base points or minus 1 base points. An increase would result in additional expense before taxes of EUR 27 thousand (211: additional expense of EUR 115 thousand). An equivalent decrease in interest would result in an increase in earnings before taxes of EUR 27 thousand (211: additional income of EUR 115 thousand). 142

Sensitivity analysis in EUR Currency risk Interest rate risk EUR/USD CHF/EUR EUR/CHF EUR/CAD Total Other price risk 212-1% +1% -1% +1% -1% +1% -1% +1% -1% +1% -1% +1% -1% +1% Financial assets Cash and cash equivalents -911 911 419-51 -341 283 447-366 35-29 56-613 Trade accounts receivable 48-58 -362 296-314 238 Receivables due from asoociated companies and joint ventures -33 248-33 248 Other financial assets -8 8-22 22 Other receivables without forward exchange transactions 377-459 -362 297 2,862-2,341 2,877-2,53 Forward exchange transactions -1,87 1,328-1,757 1,437-2,844 2,765-35 35 Non-current receivables -7 6-7 6 Financial liabilities Trade accounts payable -91 19 133-19 -4 3 38 3 Other liabilities without forward exchange transactions -94 1,1 473-387 -6 5-36 29-473 747 Financial liabilities 1,126-1,126-1,872 2,288-2,222 1,818-1,167 995-5,261 5,61 Forward exchange transactions 913-1,115 1,472-1,24 548-449 2,933-2,768 Total increase/decrease 27-27 -2,197 2,692-769 634-313 256 485-398 -2,794 3,184-57 57 211 Financial assets Cash and cash equivalents -1,51 1,51 332-271 -3,259 2,666 681-557 1,843 1,58-43 -33 Trade accounts receivable 634-518 -81 663-176 145 Other financial assets -21 21 Other receivables -62 62 1,553-1,271-984 85 1,183-968 1,752-1,434 Non-current receivables Financial liabilities Trade accounts payable -147 121 591-484 -1 1 443-362 Other liabilities -1,418 1,16 1,632-1,336-3 24-21 17 163-135 -311 311 Financial liabilities 1,678-1,678-915 749-1,21 1,279-3,311 2,79-5,436 4,737 Forward exchange transactions 2,658-2,174 845-98 3,53-3,154 Total increase/decrease 115-115 2,697-2,24-2,83 2,314 285-233 -36 25-154 127-332 332 143

212 Consolidated Financial Statements Notes to the Consolidated Financial Statements Segment reporting 8. Segment reporting The segment information presented below is based on the so-called Management Approach. The Company s Management Board, as the chief operating decision maker, makes decisions about the allocation of resources to the segments and still assesses their success on the basis of key indicators for sales and segment results. The Management Board does not assess the segments on the basis of assets and liabilities. Based on the internal management reporting system and the underlying organizational structure of internal reporting, in 212 the Group is still classified into the four operating Segments: Sports, Film, Sports- and Event-Marketing and Other Business Activities. With the carve-out of the music business (Highlight Event AG) from the TEAM group and the contribution of these business activities to Highlight Event & Entertainment AG, the internal organizational structure and thus the segment composition has changed. Starting April 1, 212, the Constantin Medien Group discloses the activities of Highlight Event AG now under the Other Business Activities segment. In the prior periods, the segment data was determined according to the segment composition of the financial year 211 (refer to the 211 Annual Report, Notes to the consolidated financial statements, Note 8). The impact of this change in the internal organizational structure on the internal reporting of the Constantin Medien Group is immaterial. The Sports Segment primarily comprises the TV and online activities under the brand SPORT1, the operation of LIGA total! in the IPTV area, and the activities of the PLAZAMEDIA Group in the production area. Marketing is conducted by Constantin Sport Marketing GmbH. The Sports- and Event-Marketing Segment consists of the activities of Team Holding AG, which markets as its main project the UEFA Champions League via its subsidiaries. Additional marketing projects are the UEFA Europa League and the UEFA Super Cup. The Other Business Activities Segment currently consists exclusively of the activities of Highlight Event & Entertainment AG and Pokermania GmbH. Following the realignment of Highlight Event & Entertainment AG, the operations mainly comprise the event marketing for the Eurovision Song Contest and the Vienna Philharmonic Orchestra as well as the contribution of services within the areas of social gaming and gaming machines. At the level of Constantin Medien AG, the companies Highlight Event & Entertainment AG and Pokermania GmbH do not represent an independent reportable segment since the financial information of Highlight Event & Entertainment AG is not examined by the chief operating decision maker and is not assessed with respect to its business success. As a result, the activities of Highlight Event & Entertainment AG and Pokermania GmbH are reported as Other Business Activities. Additionally, Others contains the administrative functions of the holding company, Constantin Medien AG, and the activities of EM.TV Finance B.V. The segment result is defined as earnings before earnings from investments in associated companies and joint ventures, before the financial result, before taxes and before earnings from discontinued operations. Sales and services transacted between business segments are generally rendered at prices that would have been agreed with third parties. The Film Segment contains the activities of Constantin Film AG and its subsidiaries as well as the Highlight Communications subsidiaries Rainbow Home Entertainment. The business activities encompass the production of films, the exploitation of in-house productions and acquired film rights as well as the distribution of theatrical, DVD-/Blu-ray and television films. 144

Segment reporting 212 in EUR Sports Film Sports- and Event- Marketing Other Business Activities Others Reconciliation Group External sales 161,866 293,148 57,577 7,948 52,539 Intercompany sales 432 366-798 Total sales 162,298 293,148 57,577 8,314-798 52,539 Other segment income 6,227 68,87 653 1,24 7,956-6,279 78,388 Segment expenses -163,589-353,16-43,481-11,614-12,74 7,77-577,327 thereof scheduled amortization and depreciation -6,916-92,293-1,988-929 -232-111,358 thereof impairments -522-5,792-1,334-7,648 Segment result from continuing operations 4,936 8,939 14,749-2,276-4,748 21,6 Non-allocated items Earnings from investments in associated companies and joint ventures 2 Financial income 9,874 Financial expenses -15,178 Profit from continuing operations before taxes 16,496 Segment reporting 211 in EUR External sales 154,972 236,717 73,171 83 465,663 Intercompany sales 216 154-37 Total sales 155,188 236,717 73,171 957-37 465,663 Other segment income 1,798 64,511 121 641 4,92-4,875 76,116 Segment expenses -161,959-292,283-7,966-2,798-13,476 5,245-536,237 thereof scheduled amortization and depreciation -6,873-73,741-2,673-273 -147-11,77 thereof impairments -24-3,372-3,396 Segment result from continuing operations 4,27 8,945 2,326-1,2-8,556 5,542 Non-allocated items Earnings from investments in associated companies and joint ventures -836 Financial income 16,77 Financial expenses -18,269 Profit from continuing operations before taxes 3,144 145

212 Consolidated Financial Statements Notes to the Consolidated Financial Statements Accounting estimates and assumptions Segment information by geographical region 212 in EUR Germany Rest of Europe Rest of the world Total External sales 28,732 173,425 66,382 52,539 Non-current assets 168,22 51,253 7,235 226,78 Segment information by geographical region 211 in EUR External sales 265,724 181,57 18,432 465,663 Non-current assets 165,511 65,754 5,278 236,543 In the reporting year, the Constantin Medien Group generated more than 1 percent of total sales with two customers. These sales relate to the Sports- and Event-Marketing Segment and the Film Segment. Sales with customers 1/1 to 12/31/212 1/1 to 12/31/211 in EUR in percent in EUR in percent Sales with customer A (Segment Sports- and Event-Marketing) 6,77 11.7 71,78 15.3 Sales with customer B (Segment Film) 59,523 11.4. Sales with other customers 4,39 76.9 394,585 84.7 Total sales 52,539 1. 465,663 1. 9. Accounting estimates and assumptions Preparation of the consolidated financial statements in conformity with IFRS requires management to use estimates and assumptions that affect the classification and measurement of reported income, expenses, assets, liabilities and contingent liabilities as of the balance sheet date. These estimates and assumptions represent management's best estimate based on historical experience and other factors, including estimates about future events. The estimates and assumptions are continually reviewed. Changes in accounting estimates are necessary if changes occur in the circumstances on which the estimate was based or as a result of new information or additional findings. Such changes are recognized in the period in which the estimate was adapted. The most important assumptions concerning future development as well as the key sources of uncertainties surrounding estimates which could give rise to significant revaluation in assets and liabilities, income, expenses and contingent liabilities in the next twelve months are presented below. Impairment of non-financial assets Goodwill and other intangible assets with indefinite lives are tested at least once a year for impairment and also if triggering events indicate possible impairment. Film assets and other non-financial assets are tested for impairment if triggering events indicate that the carrying value exceeds the recoverable amount. To assess whether impairment exists, estimates are performed of expected future cash flows for each cash generating unit from the use and possible disposal of such assets. 146

The actual cash flows could differ significantly from the discounted future cash flows based on these estimates. Changes in sales and cash flow forecasts could lead to impairment charges. Financial assets The fair value of financial assets traded on organized markets is determined on the basis of the quoted market price as of the balance sheet date. The fair value of financial assets without an active market is determined by applying valuation methods. Valuation methods include application of the most recent business transactions between knowledgeable, willing parties in an arm's length transaction, comparison with the fair value of another, mostly identical, financial instrument, analysis of discounted cash flows, and use of other valuation models based on Management's assumptions. The Group determines whether there is any impairment of financial assets or group of assets at each balance sheet date and if triggering events indicate possible impairment. Service productions In determining the stage of completion of productions for which the percentage of completion method is used, the costto-cost method (realization of earnings in the amount of production costs incurred as of the closing date in proportion to the expected total production costs) or the physical completion method are applied. The expected total production costs or physical completion are determined based on estimates. Changes in accounting estimates have a direct impact on the earnings generated. Provisions for anticipated merchandise returns The Group's provision for anticipated merchandise returns is based on an analysis of contractual or legal obligations and historical performance as well as the Group's experience. Accord ing to information available at the present time, Management deems the provisions to be adequate. Since these deductions are based on Management's estimations, revisions may have to be made as soon as new information becomes available. Such revisions could impact the provisions recog - nized and sales in future reporting periods. risks. However, the costs of additional lawsuits which could be filed, would not be covered by the existing provisions. More - over, it cannot be ruled out that the extent of legal disputes could increase and that future lawsuits, disputes, proceedings and investigations will be insignificant. The occurrence of such events could impact provisions recognized for litigation in future reporting periods. Deferred income taxes Extensive estimates are required to determine deferred income tax assets and liabilities. Several of these estimates are based on interpretations of enacted tax laws and regulations. Management is of the opinion that the estimates are adequate and uncertainties surrounding income taxes for recognized assets and liabilities have been sufficiently taken into account. In particular, deferred tax assets from tax loss carry forwards are dependent on the generation of future corresponding profits. Also, deferred tax assets from valuation adjustments are dependent on future profit performance. Furthermore, tax loss carry forwards expire in certain countries over time. Actual profits may vary from forecast profits. Such changes may impact deferred tax assets and deferred tax liabilities in future reporting periods. In foreign subsidiaries tax loss carry forwards expire as follows: Expiry of tax loss carry forwards from foreign companies in EUR 12/31/212 12/31/211 Expiry within one year 223 18,782 Expiry between one and five years 8,138 2,186 Expiry after five years 1,789 7,386 Total 1,15 28,354 Provisions for litigation Group companies face various legal disputes. As of today's date, the Group assumes that litigation provisions cover such 147

212 Consolidated Financial Statements Notes to the Consolidated Financial Statements Financial commitments, contingent liabilities, other financial commitments and contingent assets 1. Financial commitments, contingent liabilities, other financial commitments and contingent assets 1.1 Overview An overview of the financial commitments, contingent liabilities and other financial commitments is presented below as follows: Financial commitments, contingent liabilities and other financial commitments in EUR Financial commitments Contingent liabilities Acceptance obligations for licenses Other financial commitments Rental and lease obligations Total Balance at December 31, 212 Due within one year 9, 26,46 17,55 7,887 6,843 Due between one and five years 59,559 22,217 16,35 98,126 Due after five years 2,658 2,658 Total 9, 85,965 42,425 24,237 161,627 Balance at December 31, 211 Due within one year 9, 39,858 23,715 8,992 81,565 Due between one and five years 29,998 19,53 18,23 67,758 Due after five years 4,268 789 5,57 Total 9, 69,856 47,513 28,11 154,38 1.2 Financial commitments Guarantees totaling EUR 9, thousand have been issued to various TV stations for service productions as of December 31, 212 (211: EUR 9, thousand). It is unlikely that significant liabilities will result from these financial commitments. 1.3 Acceptance obligations for licenses Acceptance obligations for licenses include EUR 73,173 thousand (211: EUR 34,725 thousand) for broadcasting and transmission rights of Sport1 GmbH. 1.4 Other financial commitments Other financial commitments include EUR 7,25 thousand (211 EUR 4,991 thousand) from the development of inhouse productions. 1.5 Rental and lease obligations The Constantin Medien Group rents and leases office space, storage space, vehicles and equipment. Total rental and lease expenses amounted to EUR 9,96 thousand for the financial year 212 (211: EUR 9,59 thousand). In addition, in signing license agreements, the Group ensures it has access to future film rights. Financial obligations arise in the future from the purchase of film rights or from produc - tions underway, which amount to EUR 12,792 thousand (211: EUR 35,131 thousand). The following minimum lease payments exist as of December 31, 212, calculated based on the duration of the respective contracts. 148

Notes to the Consolidated Financial Statements Consolidated Financial Statements 212 Relationships with related companies and persons Obligations under operating leases in EUR Rent for buildings and office space Vehicle leases Others 12/31/212 12/31/211 Due within one year 7,453 273 161 7,887 8,992 Due between one and five years 15,997 84 269 16,35 18,23 Due after five years 789 Total 23,45 357 43 24,237 28,11 1.6 Contingent assets Contingent assets are not capitalized but disclosed as in the case of contingent liabilities if an economic benefit is prob - able for the Group. There were no contingent assets as at Decem ber 31, 212, or at December 31, 211. 11. Relationships with related companies and persons The Company maintains relations as part of normal business activities with associated companies and joint ventures as well as companies that are controlled by the Members of the Supervisory Board. In the financial year 212, income of EUR thousand (211: EUR 2,442 thousand) and expenses of EUR 15 thousand (211: EUR 75 thousand) are incurred with NEF-Production S.A.S. Receivables of EUR 1,595 thousand (211: EUR 1,595 thousand) mainly relate to the co-production The Three Musketeers. In the current year, income of EUR 531 thousand (211: EUR thousand) was incurred with Kuuluu Interactive Entertainment AG. As of December 31, 212, there were non-current receivables of EUR 2,727 thousand (211: thousand) as well as liabilities of EUR thousand (211: EUR thousand). A part of the non-current receivables was written down in the amount of EUR 1,78 thousand (211: thousand). There were no business relationships between Constantin Medien AG and associated companies and joint ventures in the financial year 212. Sales and other income realized in the financial year 212 by the Highlight Communications group with PolyScreen Produktionsgesellschaft für Film und Fernsehen mbh amount to EUR 87 thousand (211: EUR 787 thousand). Income of recharged costs of EUR 1,89 thousand (211: EUR 8,133 thousand) were offset by expenses in the amount of EUR 1,89 thousand (211: EUR 8,133 thousand). This income from recharged cost largely relate to the service production Dahoam is Dahoam and Tatort Hamburg. In addition, other charges of EUR 243 thousand (211: thousand) were incurred. As of December 31, 212, there were no receiv ables outstanding (211: EUR 4 thousand). Trade payables amounted to EUR 83 thousand (211: EUR 1,175 thousand) as of December 31, 212. In the financial year 212, income of EUR 14 thousand (211: EUR thousand) and expenses of EUR 283 thousand (211: EUR thousand) are incurred with Mister Smith Enter - tainment Ltd. As of Decem ber 31, 212, there were receiv - ables of EUR 1,159 thousand (211: EUR thousand) and liabilities in the amount of EUR 283 thousand (211: EUR thousand). The consultancy agreement between the Constantin Film group and Fred Kogel GmbH covering license trading, TV/service productions and film distribution, was renewed in the financial year 212 for one year to December 31, 213. Expenses amounted to EUR 3 thousand in the financial year 212 (211: EUR 3 thousand). Liabilities totaled EUR 23 thousand as of December 31, 212 (211: EUR 25 thousand). Constantin Medien AG signed a legal consultancy agreement with Sozietät Kuhn Rechtsanwälte in the financial year 212. 149

212 Consolidated Financial Statements Notes to the Consolidated Financial Statements Subsequent events after the balance sheet date Other information and disclosures In 212, expenses are incurred in the amount of EUR 17 thousand (211: EUR thousand). The liabilities amount to EUR thousand as of December 31, 212 (211: EUR thousand). Related persons comprise the Management Board and Supervisory Board and their relatives. All transactions with related companies and persons are carried out on an arm s-length basis. Explanations regarding remuneration of the Members of the Management Board and Supervisory Board are presented under Note 13.4. Constantin Medien AG is asserting (out of court and/or in court) the civil rights granted in a debtor warrant in the context of an agreement dated February 17, 23 for the sale and assign - ment of the shareholding in Speed Investments Ltd. to BayernLB Motorsport Ltd., with the help of a rights association of former Formula One shareholders Civil Rights Association. The share - holders of the rights association have stipulated an agreement regarding the distribution of proceeds after deducting the costs of asserting the rights if the claims are recovered successfully. KF15 GmbH & Co. KG is a shareholder of the rights association of former Formula One shareholders Civil Rights Association. 13. Other information and disclosures 13.1 Audit fees Other operating expenses includes expenses due to PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft as the Group auditor in the amount of EUR 535 thousand (211: EUR 525 thousand) for audit-related services, EUR 155 thousand (211: EUR 83 thousand) for other certification work, EUR 44 thousand (211: EUR 1 thousand) for tax consulting fees and EUR thousand (211: EUR 8 thousand) for other consultancy services. Expenses are estimated to be incurred in the additional amount of EUR 37 thousand (211: EUR 33 thousand). 13.2 German Corporate Governance Code The Management Board and the Supervisory Board of Constantin Medien AG have agreed to apply the German Corporate Governance Code applicable to listed companies. Only a few exceptions were noted to the recommendations for compliance. The dec laration of compliance pursuant to 161 AktG is published on the Company's homepage under www.constantinmedien.de. 13.3 Number of employees The average annual number of employees within the Group developed as follows: Number of employees 12. Subsequent events after the balance sheet date 212 211 Based on an agreement dated February 13, 213, the loans grant ed to Constantin Medien AG by a private investor were extended until June 3, 214 under the same conditions. Salaried employees Freelancer 1,159 312 1,123 345 Total 1,471 1,468 The average number of employees in the joint venture Poly- Screen Produktionsgesellschaft für Film und Fernsehen mbh amounted to 1 (211: 1) and in the new formed joint venture Mister Smith Entertainment Ltd. to 7. 15

13.4 Executive bodies of the Company Management Board Bernhard Burgener, Zeiningen/Schweiz (Chief Executive Officer) Antonio Arrigoni, Feldkirchen (Chief Financial Officer) Thilo Proff, Munich, (Chief Operating Officer Sports from March 1, 212 until December 1, 212) The above-mentioned Members of the Management Board are members of the following control bodies: Bernhard Burgener is a member of the following control bodies, Supervisory Boards and Board of Directors: Chief Executive Officer of Constantin Film AG, Munich President and Delegate of the Board of Directors of Highlight Communications AG, Pratteln/Switzerland President of the Board of Directors of Highlight Event & Entertainment AG, Düdingen/Switzerland President of the Board of Directors of Highlight Event AG, Lucerne/Switzerland President of the Board of Directors of Team Holding AG, Lucerne/Switzerland President of the Board of Directors of Team Football Marketing AG, Lucerne/Switzerland President of the Board of Directors of T.E.A.M Television Event And Media Marketing AG, Lucerne/Switzerland President of the Board of Directors of Rainbow Home Entertainment AG, Pratteln/Switzerland President of the Board of Directors of Constantin Film Schweiz AG, Basel/Switzerland President of the Board of Directors of Constantin Entertainment AG, Pratteln/Switzerland President of the Board of Directors of KONTRA- PRODUCTION AG, Zurich/Switzerland President of the Board of Directors of Mood Factory AG, Pratteln/Switzerland Advisory Council of Constantin Entertainment GmbH, Ismaning Member of the Board of Directors of Escor Automaten AG, Düdingen/Switzerland President of the Board of Directors of Lechner Marmor AG, Laas/Italy President of the Board of Directors of Lechner Marmor - industrie GmbH, Laas/Italy Board of Directors of CBE Marmor & Handels AG, Ibach/Switzerland Board of Directors Club de Bâle SA, Basel/Switzerland Antonio Arrigoni is a member of the following Supervisory Boards and Board of Directors: Member of the Board of Directors of Highlight Communications AG, Pratteln/Switzerland Presindent and Delegate of the Board of Directors of PLAZAMEDIA Swiss AG, Pratteln/Switzerland Total remuneration of the Members of the Management Board for the financial year 212 amounted to EUR 3,381,948 (211: EUR 2,867,19). In addition bonus provisions with long-term incentives were recorded for Mr Bernhard Burgener in the amount of EUR 1, and Mr Antonio Arrigoni in the amount of EUR 15,. Remuneration of the Management Board in EUR Fixed remuneration Current variable remuneration Other payments Total 212 Bernhard Burgener 45, 225, 1,384,838 2,59,838 Antonio Arrigoni 622,148 225, 8,295 855,443 211 Bernhard Burgener 45, 15, 1,489,237 2,89,237 Antonio Arrigoni 619,259 15, 8,613 777,872 151

212 Consolidated Financial Statements Notes to the Consolidated Financial Statements Other information and disclosures Other payments to Bernhard Burgener relate to his activities performed in his function as Chief Executive Officer of Constantin Film AG as well as President of the Board of Directors or Delegate of the Board of Directors or Member of the Board of Directors of various companies in the Highlight Communications group. Other payments to Antonio Arrigoni relate to compensation for his function as member of the Board of Directors of Highlight Communications AG. Effective December 1, 212, Mr Thilo Proff resigned for private reasons from the Management Board of Constantin Medien AG. Mr Thilo Proff received fixed compensation in the amount of EUR 291,667 for his activities conducted as COO Sports for the period from March 1, 212 until his resignation date. In addition, termination benefits were recognized in the amount of EUR 175, due to the termination of his employment contract. No loans and advances were granted to the Members of the Management Board. Constantin Medien AG did not enter any contingent liabilities in favor for the Members of the Management Board. As in the previous year there are no pre-emption rights, share based compensation and option rights entitling to purchase shares of Constantin Medien AG for the Members of the Management Board. Supervisory Board Fred Kogel, Producer, Straßlach-Dingharting (Chairman) Werner E. Klatten, Attorney, Hamburg (Deputy Chairman) Jan P. Weidner, Investment Banker, Frankfurt/Main Dr Erwin Conradi, Entrepreneur, Risch/Switzerland Dr Dieter Hahn, Managing Director, Munich Dr Bernd Kuhn, Attorney, Munich Total remuneration of the Members of the Supervisory Board for the reporting year amounted to EUR 385,454 (211: EUR 996,485). Remuneration of the Supervisory Board in EUR Fixed remuneration Current variable remuneration Other payments Total 212 Fred Kogel 75, 15, 3, 12, Werner E. Klatten 4, 7,5 47,5 Jan P. Weidner 3, 5, 35, Dr Erwin Conradi 25, 5, 41,477 71,477 Dr Dieter Hahn 3, 5, 41,477 76,477 Dr Bernd Kuhn 3, 5, 35, 211 Fred Kogel 75, 15, 327, 417, Werner E. Klatten 4, 7,5 312, 359,5 Jan P. Weidner 3, 5, 35, Dr Erwin Conradi 25, 5, 41,919 71,919 Dr Dieter Hahn 3, 5, 43,66 78,66 Dr Bernd Kuhn 3, 5, 35, 152

Other payments to Mr Fred Kogel relate to his activities performed for the Supervisory Board of Constantin Film AG (see also Note 11). In prior year fees associated with the consultancy agreement between the Constantin Film group and Fred Kogel GmbH were additionally disclosed. According to DRS 17 these fees are not any more reportable under Supervisory Board remuneration. Other payments to Dr Conradi and Dr Hahn relate to their activities performed on the Board of Directors of Highlight Communications AG. Other payments to Werner E. Klatten in 211 include his remuneration from the consultancy agreement with Highlight Communications AG. This consultancy agreement ended on December 31, 211. No loans and advances were granted to the Members of the Supervisory Board. As in the previous year there are no pre-emption rights, share based compensation and option rights entitling to purchase shares of Constantin Medien AG for the Members of the Supervisory Board. Ismaning, March 2, 213 Constantin Medien AG Bernhard Burgener Chief Executive Officer Antonio Arrigoni Chief Financial Officer 153

212 Consolidated Financial Statements Responsibility Statement Responsibility Statement Responsibility Statement To the best of our knowledge, and in accordance with the applicable reporting principles for financial reporting, the consolidated financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the Constantin Medien Group, and the Group Management Report includes a fair review of the development and performance of the business and the position of the Constantin Medien Group, together with a description of the principal opportunities and risks associated with the expected development of the Constantin Medien Group. Ismaning, March 2, 213 Constantin Medien AG Bernhard Burgener Chief Executive Officer Antonio Arrigoni Chief Financial Officer 154

Auditor s Report Consolidated Financial Statements 212 Auditor s Report Auditor s Report We have audited the consolidated financial statements prepared by the Constantin Medien AG, Ismaning, comprising the statement of financial position, the statement of comprehensive income, statement of changes in equity, cash flow statement and the notes to the consolidated financial statements, together with the group management report, which is combined with the management report of the company for the business year from January 1, 212 to December 31, 212. The preparation of the consolidated financial statements and the combined management report in accordance with the IFRSs, as adopted by the EU, and the additional requirements of German commercial law pursuant to (Article) 315a Abs. (paragraph) 1 HGB ( Handelsgesetzbuch : German Commercial Code) are the responsibility of the parent Company's Board of Managing Directors. Our responsibility is to express an opinion on the consolidated financial statements and the combined management report based on our audit. We conducted our audit of the consolidated financial statements in accordance with 317 HGB and German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany) (IDW). Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the net assets, financial position and results of operations in the consolidated financial statements in accordance with the applicable financial reporting framework and in the combined management report are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the Group and expectations as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the consolidated financial statements and the combined management report are examined primarily on a test basis with in the framework of the audit. The audit includes assessing the annual financial statements of those entities included in consolidation, the determination of the entities to be included in consolidation, the accounting and consolidation principles used and significant estimates made by the Company s Board of Managing Directors, as well as evaluating the overall presentation of the consolidated financial statements and the combined management report. We believe that our audit provides a reasonable basis for our opinion. Our audit has not led to any reservations. In our opinion based on the findings of our audit the consolidated financial statements comply with the IFRSs as adopted by the EU and the additional requirements of German commercial law pursuant to 315a Abs. 1 HGB and give a true and fair view of the net assets, financial position and results of operations of the Group in accordance with these provisions. The combined management report is consistent with the consolidated financial statements and as a whole provides a suitable view of the Group's position and suitably presents the opportunities and risks of future development. Munich, March 2, 213 PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft Petra Justenhoven ppa. Katharina Deni Wirtschaftsprüferin Wirtschaftsprüfer (German Public Auditor) (German Public Auditor) 155

212 Annual Financial Statements Balance Sheet (HGB) Assets (HGB) Balance Sheet at December 31, 212 in EUR 12/31/212 12/31/211 Fixed assets EDP programs, brand name Advance payments Other equipment, plant and office equipment Shares in affiliated companies Investments 517 129 95,281 88,971 184,898 61 1 156 95,281 77,13 173,7 Current assets Trade accounts receivable thereof with a remaining term of more than one year TEUR (previous year TEUR ) Receivables from affiliated companies thereof with a remaining term of more than one year TEUR (previous year TEUR ) Receivables from companies in which participations are held thereof with a remaining term of more than one year TEUR (previous year TEUR ) Other assets thereof with a remaining term of more than one year TEUR 34 (previous year TEUR 42) Other securities Cash on hand and bank balances 8 3,323 115 1,22 17,313 4,989 26,95 8 5,79 11 1,234 17,298 6,667 31,26 Prepaid expenses 52 48 Deferred tax assets 3,352 3,495 Total Assets 215,252 27,639 156

Equity/Liabilities (HGB) Balance Sheet at December 31, 212 in EUR Pre-column 12/31/212 12/31/211 Equity Subscribed capital Conditional capital TEUR 4, 85,131 Less nominal value of treasury stock -2 85,129 85,129 Capital reserve 183,78 183,78 Revenue reserves 1. Treasury stock reserve 2 2 2. Other revenue reserves 5,91 5,91 Accumulated loss -172,123-18,771 12,626 93,978 Accruals Tax accruals 118 Other accrued expenses 14,534 15,171 14,652 15,171 Liabilities Corporate bond thereof convertible TEUR (previous year TEUR ) thereof with a remaining term of up to one year TEUR 584 (previous year TEUR 583) 3,584 3,583 Trade accounts payable thereof with a remaining term of up to one year TEUR 32 (previous year TEUR 573) 32 573 Liabilities to affiliated companies thereof with a remaining term of up to one year TEUR 29,942 (previous year TEUR 3,592) 29,942 3,592 Liabilities to companies in which participations are held thereof with a remaining term of up to one year TEUR 51 (previous year TEUR 47) 51 47 Other liabilities thereof with a remaining term of up to one year TEUR 36,975 (previous year TEUR 36,577) thereof from taxes TEUR 1,252 (previous year TEUR 672) 37,54 36,676 97,951 98,471 Deferred income 23 19 Total equity and liabilities 215,252 27,639 157

212 Annual Financial Statements Income Statement (HGB) Income Statement (HGB) January 1 to December 31, 212 in EUR 1/1 to 12/31/212 1/1 to 12/31/211 Sales Other operating income 2,88 8,99 2,196 7,975 Wages and salaries Social security, pension and retirement plan costs thereof for retirement plans TEUR (previous year TEUR 1) Personnel expenses -5,68-393 -6,1-4,462-34 -4,82 Amortization of intangible assets and depriciation of tangible assets Amortization and depreciation -248-248 -164-164 Other operating expenses Operating result -6,66-1,192-7,72-2,515 Investment income Income from profit transfer agreements Write-ups to financial assets and to other securities Interest and similar income thereof from affiliated companies TEUR 21 (previous year TEUR 451) thereof income from discounting TEUR (previous year TEUR 45) Write-downs of financial assets and of other securities Interest and similar expenses thereof for affiliated companies TEUR 1,649 (previous year TEUR 2,872) thereof expenses from discounting TEUR 76 (previous year TEUR 25) Financial result 3,164 1,643 11,97 1,479-8,194 1,62 3,95 4,994 6 3,471-16,679-8,275-13,388 Result from ordinary activities 8,87-15,93 Income taxes Other taxes Net profit/loss for the year -22-2 8,648 621-2 -15,284 Loss brought forward from the previous year Accumulated loss -18,771-172,123-165,487-18,771 158

The Company 212 Finance Calendar 213 Imprint Finance Calendar 213 March 21, 213 Annual Report 212 May 213 Report for the first quarter of 213 July 213 Annual General Meeting (AGM) for the financial year 212 August 213 Interim Financial Report 213 November 213 Report for the third quarter of 213 Imprint Published by Constantin Medien AG Münchener Straße 11g, 85737 Ismaning, Germany Phone +49 () 89 99 5-, Fax +49 () 89 99 5-111 E-Mail info@constantin-medien.de www.constantin-medien.de HRB 148 76 AG Munich Edited by Constantin Medien AG Communication/Accounting/ Investor Relations Frank Elsner Kommunikation für Unternehmen GmbH, Westerkappeln Designed by Brandsome GmbH Picture credits Sport1 GmbH (pages 4,42, 44, 76/77 ) Constantin Film AG (page 1 ) Constantin Film Verleih GmbH (pages 1,22/23, 45, 46, 47, 48) MOOVIE the art of entertainment (pages 1, 46) Team Holding AG (pages 1, 5, 51) Getty Images (pages 1, 4, 4, 41, 43, 49) All photographic material published in this report are protec ted by copyright, and may only be reproduced with the written permission of the originator. 159

CONSTANTIN MEDIEN AG Münchener Straße 11g 85737 Ismaning, Germany Phone +49 () 89 99 5- Fax +49 () 89 99 5-111 E-Mail info@constantin-medien.de www.constantin-medien.de HRB 148 76 Munich District Court