Christoph Mainusch: an independent candidate for the Supervisory Board of ProSiebenSat.1 Media

EN/DE

Dear shareholders,

I would like to introduce myself to you as an independent candidate for election to the Supervisory Board. On this page, you can find more information about me, an overview of the challenges I see the company facing and the contribution I would be able to make to improving the company's performance in the interest of all shareholders. With decades of experience in German and international TV and media companies, I am convinced that I would add critical expertise to the Supervisory Board – expertise that is urgently needed for a successful turnaround and future value creation at the company.

Sincerely,

Christoph Mainusch

Downloads

Candidate Proposal for the Supervisory Board

Countermotion Vote Instructions

Key Challenges for ProSiebenSat.1

• ProSiebenSat.1 has experienced a continuous decline of TV advertising revenue and a loss of audience, leading to a widening gap compared with its commercial competitor, RTL Group. Coupled with an inconsistent digital transition strategy and excessive non-content costs, the profitability has been on a declining trajectory in recent years
  
  
• As a result, over the last two years ProSiebenSat.1 has lost approximately half of its market value
  
  
• Considering the current challenges the company is facing, one of the top priorities is the near-term turnaround of the core media business through improvement of the linear TV performance and execution of a digital transformation plan
  
  
• The current Supervisory Board lacks a specific expertise in the field of German linear TV and its digital transformation to help management turn around the business. My expertise would enable the Supervisory Board to support management with constructive advice and guidance in this field

Clear rationale for my candidacy to join the Supervisory Board

• Proven track record of C-level positions in numerous commercial media companies across Germany and the CEE region and key role in establishing and restructuring of linear free and pay-tv channels, as well as building a digital streaming transformation
  
  
• As Co-CEO of CME from 2013 to 2020, successful restructuring and transformation of the NASDAQ-listed company from a loss-making company at the beginning of my mandate, to a highly profitable media company with revenues north of seven hundred million euro, an OIBDA margin exceeding 30%, and high cash flow generation
  
  
• Confronted with similar challenges at CME as those which ProSiebenSat.1 faces today: the positioning of channels vs competition, audience performance, ad sales efficiency, and excessive cost structure. By the end of my Co-CEO mandate, CME was highly profitable, proving the successful turnaround

About me

Christoph Mainusch has nearly 40 years of experience in international TV and media companies. His career includes top management positions, including program director, at German televisions SAT.1, Tele 5, and RTL2. His leadership was crucial in launching the first national commercial broadcaster in Croatia, RTL Televizija, in 2004. It soon became the commercial TV market leader. As Group CEO of Greece’s Alpha Media in 2009, he restructured its TV business amidst the economic crisis. As Co-CEO of Central European Media Enterprises (CME) between 2013 and 2020, Christoph initiated a transformation plan, including digitalization, that turned the company from a loss-making business into a highly profitable one. Christoph left CME following its acquisition by PPF Group and is now working as a senior advisor with a focus on the media industry.

FAQ on PPF’s election proposal 

Your candidacy has been proposed by PPF Group. What is your affiliation with the Group?

I stand for election as an independent candidate and do not have an affiliation with PPF Group or CME.

PPF already has one seat on the Supervisory Board of ProSiebenSat.1. Why should PPF have another seat through your election?

PPF has not proposed me as their representative on the Supervisory Board. I am proposed by PPF as a fully independent Supervisory Board member, as defined under German corporate governance guidelines.

Why does the Supervisory Board of ProSiebenSat.1 need a candidate like you?

The challenges of linear and digital television have in general been identified by the management of ProSiebenSat.1 but they have not been resolved yet. I believe that with my long-standing experience in successful media transformations, I can make a valuable contribution at the Supervisory Board level towards addressing the challenges ProSiebenSat.1 is facing.

During my career in television and broadcasting, I have gained plenty of experience with similar situations and successfully turned businesses around. I am well equipped to advise the company on how to best repair its entertainment business and return it to former levels of profitability.

Why do you think that ProSiebenSat.1 did not show any improvement in 2023?

There are several reasons:

1. 2023 proved to be a difficult market environment regarding advertising spend;
2. The audience performance of ProSiebenSat.1 further declined due to a lack of attractive local content and the suboptimal positioning of channels;
3. The alignment of linear and digital offers is still at the beginning;
4. Cost structure remains too high;
5. Strategy execution has been too slow.

How do you believe that you can contribute to addressing those points?

One of the major challenges for ProSiebenSat.1 is to execute its strategy to improve on the performance of its main and secondary channels in combination with a digital transformation process. When it comes to channel positioning, sales and distribution as well as restructuring, I believe that I can enable the Board to better support the management in what needs to be done, as I have done successfully at previous points in my career.

Do you see any conflict of interest for you concerning the relation between PPF and MFE and other shareholders going forward?

No. If elected to the Supervisory Board, I would be an independent member and thus would work in the interest of all shareholders and stakeholders. All shareholders naturally want to see their investments generate a positive return. I therefore obviously feel an obligation to all shareholders to use my skills and experience to make a valuable contribution to the further development of ProSiebenSat.1.

ProSiebenSat. 1's largest shareholder, MFE, has announced resolutions for shareholders to vote on requiring the company to take all necessary steps to divest ProSiebenSat. 1's non-core assets, including their possible spin-off, and refocus on its entertainment activities. What do you think?

From the outside looking in, ProSiebenSat.1 management needs to focus on improving the company’s entertainment business. For the so-called non-core activities, it should strive for a solution that creates the best value for all shareholders. If elected, I will, together with the other members of the Supervisory Board, examine the management's plan in detail and with an open mind.

For voting assistance and questions please contact:

Mainusch-P7S1@dfkingltd.co.uk

David Chase Lopes
david.chaselopes@dfkingltd.co.uk
+33 (0) 6 72 54 69 79

Ed Simmons
ed.simmons@dfkingltd.co.uk
+44 (0)7751 741 714

Caroline Hall
caroline.hall@dfkingltd.co.uk
+44 (0)7912 270 893

Press releases

PPF Group proposes Christoph Mainusch as an independent member of the Supervisory Board of ProSiebenSat.1 Media (3/21/2024)

Countermotions and election proposals

PPF IM - Election Proposal for P7S1 Supervisory Board (3/21/2024)

PPF IM - Election Proposal for P7S1 Supervisory Board – revised (3/28/2024)

Disclaimer

This website and the information contained herein (collectively, the “Website”) was prepared and is being made accessible by PPF a.s. (“PPF”) for general information purposes on a strict non-reliance basis only. It is intended to provide information on the election proposal (Christoph Mainusch for the seat on the Supervisory Board for which the Supervisory Board proposed Marjorie Kaplan for election) submitted by PPF IM LTD to ProSiebenSat.1 Media SE (“P7S1” or the “Company”) on 21 March 2024 (as amended/specified on 28 March 2024) in connection with the upcoming annual general meeting of P7S1 scheduled for 30 April 2024.

This Website is not intended for publication or distribution, directly or indirectly, in any jurisdiction where it would be unlawful to do so. Except as otherwise set forth on this Website, the views expressed on this Website only reflect opinions of Christoph Mainusch whose candidacy PPF proposed and are based on or have been derived from publicly available information with respect to the Company. Neither PPF, its affiliates nor Christoph Mainusch make any representation or warranty, express or implied, as to, and accordingly no reliance should be placed on, the accuracy or completeness of the information contained on this Website. To the extent permitted by law, PPF, its affiliates and each of its respective directors, officers, employees, advisers and representatives and Christoph Mainusch disclaim all liability whatsoever (in negligence or otherwise) for any loss, however arising, directly or indirectly, from any use of this Website or its contents (including any statements, communications or any inaccuracies or omissions on this Website) or otherwise arising in connection with this Website. PPF has neither sought nor obtained the consent from any other third party to use any statements or information contained herein.

The materials and information on the Website are not intended to be, nor should they be construed as, an offer to sell or a solicitation of an offer to buy any security, particularly any security of the Company or PPF or any of its affiliates. Further, this Website does not recommend the purchase or sale of any security, particularly any security of the Company or PPF or any of its affiliates, and should not be construed as legal, tax, investment, or financial advice.

Figures presented on this Website do not purport to have been calculated using applicable accounting principles or to have been audited by independent accountants. Such figures may vary from applicable accounting principles in material respects and there can be no assurance that any unrealized values reflected within such materials may be realized.

The information and opinions made on this Website may be subject to updating, revision, amendment or change without notice. Neither PPF, any of its affiliates nor Christoph Mainusch are under any obligation to update or keep current the information and opinions contained or expressed on this Website or to correct any inaccuracies or to provide any additional information whether as a result of new information, future events or otherwise.

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