[Foreign language]
Shareholders, shareholder representatives, representatives of the press, journalists, ladies and gentlemen, employees of ProSiebenSat.1 and colleagues on the executive board. On behalf of the Supervisory Board, I would like to extend a cordial welcome to you. My name is Dr. Andreas Wiele. I hereby declare today's annual general meeting of ProSiebenSat.1 Media SE open, and as the chairman of the Supervisory Board, I'm happy to chair the meeting in accordance with Section 17, Paragraph 1 of our Articles of Incorporation. Here in Munich, the sun is shining, the skies are blue, and we expect temperatures up to 27 degrees Celsius here. Today's AGM will probably not get to that temperature level, but allow me to start with a few personal comments. As you have no doubt gathered from the media, there's been a great deal of very controversial discussion in recent weeks about today's agenda and above all.
What is in store for ProSiebenSat.1, and especially on the MFE proposal. I very much regret that this debate has been held in public. Personally, I think that any discussions about the company's strategy, the composition of the Supervisory Board, or amendments to the Articles of Incorporation should first and foremost be held in and with the relevant committees, not via the media and company websites. As important as it is to discuss and argue about such things, doing so in public is harmful both to the company and also to you, the shareholders. As you know, there are important decisions to be taken today. MFE-MediaForEurope, our largest minority shareholder, holds different views from the Executive Board and Supervisory Board on a number of important points.
I would therefore like to say one thing up front: regardless of the outcome of today's votes, we (and here I'm speaking on behalf of both the Supervisory Board and the Executive Board) will continue to seek a constructive and trusting dialogue with MFE and any other shareholders. We wish to have a good relationship, and we're open to trusting, trusting dialogue at any time. And of course, we will fully implement the decisions that you, our shareholders, take today, regardless of how you vote. For this very reason, I would like to ask you to support the management proposals, as they will allow the company to successfully continue on its chosen path and to protect the interests of all shareholders. There is another point on which I would like to speak on behalf of both the Supervisory Board and the Executive Board.
We ourselves are the ones that are the most dissatisfied with the performance of the company and the share. You, our shareholders, can therefore rest assured that we understand your concerns and that we take your criticism very, very seriously. This is also one of the reasons why the Supervisory Board changed the CEO 18 months ago and together with the Executive Board decided to realign the strategy. It is gratifying to see that this strategic reorientation is beginning to pay off. For six months now, we've also seen from the figures that the company is on the right track. I would like to congratulate the Executive Board on this success. The board is in the process of successfully implementing the strategy that was unanimously adopted by the Supervisory Board, also with the votes of those members that have close ties to our shareholders, MFE and PPF.
I would also like to thank you, our shareholders, for the large number of affirmative comments that we've received on our new strategy. This encourages us all to even push strong more strongly ahead with the transformation of the company. We want to continue in this vein, only faster and more consistently. Hence my appeal to all shareholders: let us continue along this path together. Please support us so that the company can focus 100% on this task. With your support, I'm very sure that we can and will develop ProSiebenSat.1 into the largest and most profitable, the most digital, and fastest-growing entertainment company in the German-speaking region. So we're not just going to be able to do that, but we're also going to do it. So after these introductory remarks, I will now continue with the formalities of our AGM.
Based on the positive experience of the previous years, the executive board has decided to hold this year's annual general meeting as a virtual general meeting without the physical presence of shareholders or their authorized representatives at the venue of the annual general meeting. In this way, we can enable our supra-regional and international shareholder base, in particular, to participate more effectively. The broadcast is transmitted from the premises of Seven.One Production GmbH , Medienallee 24, 85674 Unterföhring, Germany, which serves as the venue of the annual general meeting. Our portal can be reached via our website www.prosiebensat1.de. Our shareholders and their authorized representatives can follow the entire AGM live via this portal, which is available on the internet address just mentioned, with audio and video in German, in English translation, and as a broadcast in German sign language.
As chairman of the meeting, I've also decided to give interested members of the public the opportunity to follow the AGM live on the internet until the general debate begins. Journalists will once again be able to attend the entire AGM this year. I have therefore decided that you can follow the entire AGM live. With regard to the attendance of the executive bodies, I'd like to make the following statement on the attendance of the Executive Board and the Supervisory Board. All members of the Executive Board and Supervisory Board are present at today's meeting, even if only Mr. Nonnenmacher and I are here on the stage to represent the Supervisory Board, but also the other members of the Supervisory Board are in attendance here at the venue. Let me ask the director to briefly show the members of the Supervisory Board.
Allow me also to welcome the two proxies appointed by the company, Mrs. Beatrice Stein and Mrs. C arina Fortmann, who are also here today. Allow me also to welcome notary public Dr. Simon Weiler, who's going to record the minutes of this AGM and who's also present on site today for this purpose. I would like to give you some information in advance about the organization of today's AGM. The company has set up the aforementioned shareholder portal for which you've received personal access data, so as to be able to exercise your shareholder rights by electronic communication. Shareholders and their authorized representatives who are entitled to participate have the opportunity to connect to the AGM electronically via the shareholder portal, where they can follow the live audio and video broadcast of the entire AGM and exercise their shareholder rights.
In particular, you can exercise your voting rights and make use of your right to speak and demand information. Voting rights can now be exercised via the shareholder portal by means of electronic absentee voting. In addition, the authorization instructions for exercising voting rights can be issued to the proxies appointed by the company. Other persons can also be authorized. You may also change or revoke votes already cast or authorizations and instructions already issued. The shareholder portal provides the relevant boxes for this purpose. Voting rights can still be exercised via the shareholder portal until the end of the respective vote at today's meeting. I will inform you of this point in good time.
In the run-up to the AGM, it was also possible to exercise voting rights via electronic communication, by absentee voting using the shareholder portal, or to grant a proxy and issue instructions to the proxies appointed by the company. Details are described in the invitation to the AGM. In accordance with the statutory provisions, shareholders who duly registered for the AGM or their authorized representatives had the right to submit statements and items on the agenda prior to the AGM. The comments received in good time can be viewed on the shareholder portal. Since the beginning of the AGM, shareholders or their authorized representatives have been able to register their request to speak and subsequently exercise their right to speak by means of video communication via the virtual speakers desk in the shareholder portal.
I will go into more detail later about the procedure for requesting giving the floor. In accordance with the statutory provisions, your contributions may include motions and election proposals as well as requests for information. Shareholders or their authorized representatives may request information on company matters at today's AGM in accordance with the statutory provisions. As chairman of the AGM, I hereby stipulate in accordance with Section 131(f) of the German Stock Corporation Act that the right to information at today's AGM can only be exercised by means of video communication via the shareholder portal, i.e., within the scope of the aforementioned right to speak. A request pursuant to Section 131(4) of the German Stock Corporation Act may also be submitted via the corresponding field in the shareholder portal until the end of the general debate.
In addition, from the opening of today's AGM until the end of the meeting, objections to one or more resolutions of the AGM can be launched in the shareholder portal, and in the event of a refusal to provide information, a request to record the question and the reason for the refusal to provide information in the minutes can be brought forward. The objection, or as the case may be, the request raised, is submitted to the notary public. Ladies and gentlemen, before we now start the agenda, I would like to explain even some more formalities. I note that the annual general meeting was convened in due form and time in accordance with the law and the company's Articles of Incorporation by publication of the invitation in the Federal Gazette on March 20th, 2024.
The invitation to the AGM has also been available on the company's website since that time. A specimen copy of that publication is available to the notary public and will be attached to the minutes of the AGM. From the time the annual general meeting was convened, in particular, also the detailed information and documentation specified in the invitation have been accessible on the company's website in addition to the invitation. They can also be viewed there during the meeting and are also available for inspection at the meeting venue. Following the announcement of the convocation of today's annual general meeting, the shareholder MFE-MediaForEurope N.V. requested that additional items be included in the agenda in accordance with Section 122 of the German Stock Corporation Act. The agenda was therefore amended accordingly by publication in the Federal Gazette on the March 27th, 2024.
A specimen copy of that publication is available to the notary public and will be attached to the minutes of the AGM. The amendment to the agenda is also available on the company's website. There you will also find the statements of the Executive Board and the Supervisory Board on the supplementary motions. The amendment to the agenda and the management statements can also be viewed there during the annual general meeting and are also available for inspection here at the venue. The shareholders MFE-MediaForEurope N.V., PPF IM Limited, and Mr. Sascha Daric have each submitted election proposals for the supervisory board elections planned today under agenda item eight, which, as well as the management statement on the respective election proposals, have been made available on the company's website and can also be viewed there during today's annual general meeting.
Notifications pursuant to Section 125 of the German Stock Corporation Act were mailed in accordance with the legal provisions. That much by way of formalities. So the first item on the agenda is item number one, the report of the supervisory board, followed by the report of the executive board. After these reports and the other items on the agenda to be called, we will then begin the general debate. So if you'd like to speak on the agenda during the general debate, please register your request to speak in the shareholder portal via the virtual speakers desk. Please follow the instructions on the shareholder portal. We will contact the persons who've registered to speak in due course in order to call them into the virtual meeting room and check the good working order of the video communication channel.
If the good working order of the video communication cannot be guaranteed, we reserve the right to reject the request to speak. For you to be able to take the floor, you must have a camera and a microphone which can be accessed through the browser. When you register your request to speak, please also provide your email address and telephone number on a voluntary basis so that we can contact you in the event of technical problems. In particular, we ask any shareholders who will be using German sign language to provide their email address so that we can contact them before they take the floor. Speakers can continue to follow the annual general meeting in the virtual waiting room until they are activated or enabled for the contribution by me and connected to the meeting with live audio and video.
Of course, you can also register your request to speak during the debate. However, I should be grateful if you registered as early as possible so that I can estimate how many speakers we can expect. If you have declared your intention to submit a motion or election proposal when registering your request to speak, please present this motion orally again as part of your contribution. I would like to point out even now that we plan to hold the debate in the form of a general debate, which means we will cover all items on the agenda. I would therefore ask you to address all the agenda items on which you wish to speak in your contribution. The voting process will follow the general debate. I shall explain the voting procedure in greater detail before voting begins.
Now, for the sake of good order, please allow me, as chair of the meeting, to make the following comment. The annual general meeting, in particular the general debate, thrives on free speech. We have therefore dispensed with the preparation of shorthand minutes. Only the questions asked are recorded in shorthand in order to support the management in answering them. We only record the freely accessible part of the annual general meeting up to the start of the general debate. Otherwise, no video or audio recordings are made. In particular, therefore no film or audio recordings will be made of the general debate or of the management answers to the questions asked. Please understand that you are also not permitted to make video or audio recordings of this AGM. Now, the register of attendance has been completed.
The register of attendance includes the shareholders connected or represented electronically, including those shareholders who have authorized and instructed the company's proxies to exercise their voting rights as well as the connected representatives of shareholders. I would now like to announce the attendance at today's AGM. Dr. Weiler is now providing me with the information out of the 233,000,000 ProSiebenSat.1 shares that account for the share capital in the amount of EUR 58.25 million. The shareholders in attendance represent 43,247,372 ProSiebenSat.1 shares with as many votes. This corresponds to 18.56% of the registered share capital. In addition, absentee votes were received for 70,348,946 ProSiebenSat.1 shares, corresponding to approximately 30.19% of the registered share capital. In total, this corresponds to 113,596,380 ProSiebenSat.1 shares with as many votes or 48.75% of the registered share capital.
In addition, let me point out that currently the shareholders or representatives that are connected electronically amount to 18,654,331 no-par-value shares with as many votes. All in all, 496 shareholders or representatives are connected electronically. The notary public also received a copy of the attendance figures and the register of attendance. The register of attendance can now also be viewed via the shareholder portal and is updated there at regular intervals. I'm going to share with you an update on the attendance figures in good time. Ladies and gentlemen, this now brings us to the agenda. Item one of the agenda relates to the presentation of the adopted financial statements and the approved consolidated financial statements, the management report and the consolidated management report of ProSiebenSat.1 Media SE, and the report of the supervisory board, each for the financial year 2023.
The documents mentioned have been available for download from the company's website since the day the AGM was convened. You have been able to download those documents. Therefore, I believe I can assume that everyone is familiar with these documents. These documents can also be viewed on our website now during the AGM. The auditors audited the financial statements, the consolidated financial statements, the management report, and the consolidated management report for the financial year 2023 and issued their unqualified audit opinion. The audit reports, as well as the financial statements, the consolidated financial statements, the management report, and the consolidated management report were presented to the supervisory board in good time. Following its own audit, the supervisory board has concurred with the auditors' conclusions and has approved the annual financial statements presented by the executive board.
After extensive consultations with the auditor, the annual financial statements have thus been adopted pursuant to Section 172 of the German Stock Corporation Act. The Supervisory Board has also approved the consolidated financial statements. The subject matter of the audit also included the separate non-financial report. In the next step, I shall provide you with a summarized report on the work of the Supervisory Board. The detailed written report of the Supervisory Board can be found on pages 12 to 23 of the annual report. Please therefore allow me to focus on selected key aspects in my explanations. The Supervisory Board held eight ordinary meetings and 10 extraordinary meetings in the 2023 financial year. So, as you can see, we've been hardworking. In addition, resolutions were also adopted on the basis of a written circular vote in meetings and on the basis of written and oral reports.
The supervisory board received regular, prompt, and comprehensive information on the business financial situation and on the current business development. During the reporting period, the supervisory board concerned itself in particular with the following subjects: the strategy and business development in an environment that keeps being economically challenging, the internal investigation connection with issues relating to the Jochen Schweizer mydays voucher business. Professor Dr. Rolf Nonnenmacher and Martin Mildner are going to report on the results of this in greater detail. And of course, we've been working intensively on the strategy for the individual group segments, in particular the further expansion of our streaming platform Joyn. In connection with today's scheduled replacement of three seats on the supervisory board, the presiding and nomination committee conducted a comprehensive selection process and submitted the corresponding proposals to the supervisory board.
We also held intensive discussions on personnel matters relating to the executive board. Towards the end of the reporting year, the further expansion of local programming content and the reassessment of existing program assets were also the subject of intensive discussions. For further details on the activities of the supervisory board and its committees, please let me refer you to our detailed written report. Allow me now to briefly talk about the changes in the executive board and supervisory board. I already reported on the changes to the executive board in 2023 at last year's AGM. In addition, I would therefore like to refer you to the written report of the supervisory board. The following further changes were made to the executive board in the current financial year.
Christine Scheffler left the executive board by mutual agreement with the supervisory board on the 31st of March 2024, after more than five years with the company, including four years as a member of the executive board due to differences of opinion regarding the next steps in the company's transformation. In addition to HR, she was responsible for sustainability, shared services, real estate, and procurement. Christine Scheffler has successfully organized HR work and sustainability within the group in a modern way. On behalf of the supervisory board, I would like to express our sincere thanks to her. Thank you very much, dear Christine. In order to further strengthen the strategic focus on the entertainment segment on the executive board, the supervisory board has appointed Markus Breitnecker, previously CEO of ProSiebenSat.1 PULS 4, to the executive board of ProSiebenSat.1 Media SE with effect as of the 1st of April 2024.
Markus Breitnecker is a proven TV and streaming expert and has been working extremely successfully in the company for 26 years. Within just one year, he has developed a station group in Austria and most recently in Austria to become the market leader. Together with the CEO, Bert Habets, he will take over the management of the entertainment division as COO. His focus is on the areas of streaming and digital platforms. He is also responsible for the country activities in Austria and Switzerland. Dear Markus, I wish you the best of success with your task. Let me welcome you and let me now ask you to briefly introduce yourself.
Thank you, Andreas.
Ladies and gentlemen, I would also like to bid you a very warm welcome.
My name is Markus Breitnecker, and I'm very pleased to be able to speak to you here today in my new capacity as a member of the Executive Board and as Chief Operating Officer. Let me give you some information about my personal background. I was born in Vienna in 1968, and I completed my law degree there. My wife and I have two twin girls, and in summer, we will move the center of our lives to Munich together. And this is my clear commitment to ProSiebenSat.1. I have now been Chief Operating Officer of ProSiebenSat.1 Media SE since the April 1st. In this role, my focus will be on the realization and implementation of our strategy, which will move Joyn to the center of all our activities. And I think this strategy absolutely is the right one to pursue.
In my role, I'm now responsible for the streaming platforms and growth segment, as well as the areas of marketing, artificial intelligence, regulatory affairs, and sustainability. In addition, I will also take over the interim management of our ad monetization as CEO of Seven.One Media until we have found a successor for the former head of SOM, who recently was put on leave of absence. I started my career in Munich more than 25 years ago at Kabel Eins and Seven.One Media. During this time, as on the management team of ProSiebenSat.1 Group in Austria, together with the team, I succeeded in developing ProSiebenSat.1 PULS 4 to become the largest private television group in the country and Joyn to become the largest streamer, way ahead of the RTL Group and the public broadcasters.
Under my responsibility team, a whole family of channels has been created alongside ProSiebenSat.1 in Austria, including PULS 4, ATV, ATV2, and our own news channel, PULS 24. I'm a great believer in entrepreneurship, innovation, and decisiveness. In this context, I played a key role in the creation of the 4GAMECHANGERS Festival . The festival has been a fixture in Austria for years when it comes to innovation, media, and questions about future. Now, Joyn is a real super streamer in Austria. We have shown that cooperation instead of competition is actually possible. In addition to numerous international offerings, all national video content can be found on our platform from the media libraries of ORF and Red Bull Service TV and all the radio stations and more than 100 stations and FAST channels.
We have also made great strides in what is called social watching, i.e., the interactive consumption of our content. Joyn Austria is a success story, and I'm convinced that we will also turn Joyn into a great success in Germany. I look forward to embarking on this path together with Bert Habets, Martin Mildner, and the outstanding ProSiebenSat.1 team. Thank you for your trust and your support.
Markus, once again, welcome, because that is truly an impressive success story that you're bringing here to Germany. Since Austria also beat Germany during the last football match, I'm quite sure that we're going to be able to turn this into a success story together. Thank you very much, Markus. I will now turn to the personal changes on the supervisory board. Since last year's AGM and the election of four new members, the composition of the supervisory board has changed as follows.
As already announced at last year's AGM, a Supervisory Board member, Eric Huggers, has resigned from office with effect from the 30th of June 2023. Since the 16th of October 2023, Ms. Klára Brachtlová , who was appointed by the court until the end of today's AGM, has been a member of the Supervisory Board in his place. The term of office of Supervisory Board members, Marjorie Kaplan and Ketan Mehta will also end at the end of today's AGM. Elections must therefore be held today on agenda item eight for a total of three seats on the Supervisory Board. Mr. Mehta has decided not to stand for a re-election as a member of the Supervisory Board. Dear Cetan, I very much regret this decision. We all regret this decision very much. You have contributed all your financial and above-all capital market expertise to our Supervisory Board since November 2015.
I would like to thank you also on behalf of the entire supervisory board for your successful and dedicated work. Thank you very much, dear Cetan. The supervisory board proposes that the two current members, Klara Brachlova and Marjorie Kaplan, as well as Mr. Pim Schmitz, be elected to the supervisory board. CVs and further information on the persons proposed by the supervisory board are available on the website. The persons proposed today by the supervisory board for election to the supervisory board would now like to take the opportunity to address the annual general meeting in the form of a short video message. The video messages will now be broadcast, please.
Dear shareholders of ProSiebenSat.1 Media SE, I'm Klara Brachlova, and I'm honored to introduce myself to you as a candidate seeking re-election to the supervisory board of ProSiebenSat.1 Media SE.
Since joining the supervisory board in 2023, I've been committed to contributing to the success of ProSiebenSat.1, and I'm eager to continue doing so in the future, drawing from a wealth of knowledge and expertise in the TV industry. I see ProSiebenSat.1 as a company with a strong brand and outstanding creative talent. So, as other European media houses, it's been facing challenges such as a change of the viewers' habits due to fast technology development and market fragmentation. With my long-term experience in driving the digital transformation, leading the most successful media in the Czech Republic, and also in finance and audit, I've been able to successfully contribute to ProSiebenSat.1's transformation towards a digital group.
In my current role as the chief external affairs officer at CME, Central European Media Enterprises, based in Prague, I oversee developments in media regulation and aim to achieve a fair and transparent regulatory environment for the media industry. I also participate in the implementation of ESG initiatives across the group. Furthermore, I serve as the president of the Association of Commercial Broadcasters since being elected in 2023, where I mainly oversee key media and policy developments in the Czech Republic. I have gained over 15 years of executive management experience across television broadcast operations and finance at TV Nova, where I last served as an executive director and have previously served both as co-CEO and CFO. During my tenure, I successfully led TV Nova's digital transformation efforts, spearheading the launch of the digital streaming platform Voyo and positioning TV Nova as a leader in the Czech market.
Prior to my career in media, I held managerial positions in the audit department at PricewaterhouseCoopers. I'm a certified statutory auditor, tax advisor, and have ACCA qualification. As a seasoned leader with a proven track record of driving transformation and delivering results, I'm fully committed to contributing to ProSiebenSat.1's strategic objectives, which include the company's digital transformation around a strong VOD platform based on the key competitive advantage, which is appealing content proposition. I firmly believe that I can make a valuable contribution to all stakeholders in ProSiebenSat.1 thanks to my many years of experience in the management of commercial media companies and the combined successes, as well as my extensive expertise in digital media, finance, and auditing. Together, let us navigate the challenges and seize the opportunities that lie ahead, ensuring ProSiebenSat.1 remains at the forefront of the media industry. Thank you for your trust and support.
Hello, dear shareholders of ProSiebenSat.1 Media SE. My name is Marjorie Kaplan, and I would like to take this opportunity to introduce myself to you as a candidate running for re-election to the supervisory board. I'm American, and I reside in both the United Kingdom and the United States, as well as working in Europe. Since 2018, I have had the honor of doing so as a member of the supervisory board of ProSiebenSat.1. With extensive experience in managing listed, internationally operating companies and the digital transformation of media companies, I bring a deep understanding of ProSiebenSat.1's diverse business areas and market environment. Over the last few years, I've been able to apply these skills effectively as a member of the supervisory board, and I would like to continue to do so. Currently, I work as an independent entrepreneur, and I specialize in content production, business transformation, and creative strategy.
In addition, I act as a professional executive mentor and function as the head of faculty at the senior leadership development firm, Merryck & Co Ltd . In the past, I was also a creative mentor at the Channel 4 UK Indie Growth Fund, and I worked with small independent production companies. In my nearly two-decade tenure at Discovery Communications, I served as president of multiple channels, executive vice president of the corporation, and president of global content, where one of my key strategic moves was a shift to more local content. I was responsible there for strategy, coordination, and execution of content and brand strategies across the entire portfolio, and for dramatic transformation and growth of key brands and businesses. This provided me with invaluable experience in leading creative and commercial development while navigating the ever-evolving media landscape.
In addition to my role at ProSiebenSat.1, I serve as a non-executive director at ITV plc, which is the U.K.'s largest commercial media company, and Artbank LLC, a digital fintech business. Both of these activities further enrich my perspective and expertise in the media and digital landscape. So, I am also very familiar with the work of supervisory bodies and the dialogue with investors. Personally, I am driven by a desire to empower creativity, innovation, and human-centered leadership within today's rapidly changing world. Importantly, I also understand the power of media to reach and move people and to inform and affect their views. So, I see the role of ProSiebenSat.1 as particularly critical in these complicated times. Business transformation also demands clear priorities and effective decision-making.
And in addition, this dramatically changing media landscape requires a keen interest in shifting audience behavior, an entrepreneurial spirit, and a willingness to take appropriate risks, not to mention a bit of bravery, all of which I see anchored in the strategy and the leadership of ProSiebenSat.1. As I seek re-election to the supervisory board, I pledge to continue leveraging my longtime industry experience, my strategic vision, and unwavering commitment to contribute to the company's success. Together, let us navigate the challenges and seize the opportunities that lie ahead, ensuring ProSiebenSat.1 remains at the forefront of the media industry. Thank you so much for your trust and your support.
Dear shareholders of ProSiebenSat.1 Media SE, I am Pim Schmitz, and I'm very honored to introduce myself as a candidate for election for the supervisory board of ProSiebenSat.1.
This entails for me a unique opportunity to leverage my in-depth knowledge of the media industry with my specialty expertise areas of M&A, corporate development, financing, and content for the benefit of ProSiebenSat.1. I'm highly motivated to contribute to the growth agenda of the company and its long-term sustainability. Over the past of my career, I worked in various positions and in different organizations. Until February of this year, I was CEO of Talpa Network, the Dutch media-integrated company that owns broadcast, online platforms, and radio assets, and which was founded by the Dutch media entrepreneur John de Mol. During my time at Talpa, I had the privilege to lead the company to various phases of growth and transformation into a leading local media player. Before Talpa, I worked many years at ABN AMRO Bank, being an investment banker, corporate finance, with my specialization in the tech and media sectors.
I also worked at the global creative production company, Endemol, where I was responsible for M&A and corporate development. Besides that, I'm a private investor in media companies. I studied economics at the Erasmus University in Rotterdam, and I hold an MBA, global e-commerce, from the Rotterdam School of Management. On a personal note, I'm married, have five children, and live in Hilversum, the Netherlands. As said, I'm very keen to play an active role for ProSiebenSat.1. The company is in transformation, with the shift from linear to non-linear being a very important one, obviously. But with a sharper focus on content, its strong brands, it can strengthen its position in the platform landscape with Joyn. And with the help of smart partnerships, there is ample room for growth.
With my background in media and having managed media companies and a general interest in the global media developments, I am sure I can contribute to ProSiebenSat.1 and its stakeholders. I very much look forward to work in close collaboration with all the other members of the supervisory board. Your trust and your support are highly appreciated. Thank you.
[Foreign language] Klara, Marjorie und Pimm, [Foreign language]
Dear Klara, Marjorie, and Pimm, thank you very much for your impressive introduction. To conclude my report, I would like to thank the executive board on behalf of the supervisory board for their trustful cooperation in the 2023 financial work. Bert, Martin, Markus, thank you very much for the excellent cooperation and the successful work. Last year, the executive board implemented an extensive restructuring program and cut more than 500 jobs in addition to material costs.
This, of course, is very regretful for those concerned, but nevertheless, this has set the course, importantly for the future of the group, but it was also a very challenging time for the entire workforce and the management. I would therefore like to thank all employees on behalf of the entire Supervisory Board for their hard work and dedication. Now, before CEO Bert Habets reports on the situation of the company and the group, we're going to play a short trailer.
Let's. [Foreign language] . Dear shareholders. [Foreign language] Welcome to our annual general meeting from my side as well. [Foreign language] . I'm happy to see that more shareholders than usual have registered today to attend this important annual general meeting. [Foreign language] . High attendance shows us that you are taking our message of recent weeks seriously.
[Foreign language] . With your vote today, you are setting the course for the future of our and your company. [Foreign language] . Thank you very much for that. ProSiebenSat.1 ist [Foreign language] . ProSiebenSat.1 is the home of popular entertainment and infotainment and a leading entertainment and commerce player in the German-speaking region. Now, we want to strengthen and expand this position further. Our clear goal is to be the number one entertainment player in the German-speaking region. Our aim is shaping the future of entertainment. I will explain to you today how we aim to achieve this goal. [Foreign language] . I will also look back on the past year, on our successes, but also on our challenges and on the strategic course we have set.
I will talk about our expectations for 2024, and I will explain to you how we intend to strengthen our company for the coming years. Now, before I address all of these various topics, I would like to take a broader look back. This is also due to a current event because this year we are celebrating a special anniversary, in fact, 40 years of private broadcasting in Germany. Now, it has been 40 extremely exciting years, and especially at the beginning, also wild years, I would say. Private broadcasting first had to prove itself. Over these many years, it has greatly shaped and enriched our media landscape, and it has made it more colorful, more innovative, more interesting. Now, we were the first with SAT.1, the pioneer of private broadcasting. And today, we are one of the largest media companies in Germany.
Many channels have been created, and we have helped shape Germany and German broadcasting at large. We have given our viewers countless hours of unique entertainment, and we can be proud of that. Just a few examples: Our SAT.1 Breakfast TV shows. For over 36 years, this morning show in SAT.1 has been part of millions of viewers' start into the day. Or think of the Harald Schmidt Show in SAT.1, one of the most influential TV shows in Germany in the 1990s. TV Total on ProSieben has shaped the humor of a generation. Our Knowledge Magazine Galileo also recently celebrated its 25th anniversary. Now, with this show, we've made science accessible and popular, especially, of course, for younger viewers. Currently, more than successful than ever before, Germany's Next Topmodel with Heidi Klum, a market share guarantee for 19 years.
And with Joko and Klaas, we have created two of Germany's most popular and versatile entertainers. Shows like "[Foreign language] " have taken entertainment to a new dimension. Joko and Klaas guarantee outstanding entertainment, but they also take a clear stance on important sociopolitical issues: refugee camps, violence against women, and right-wing populism. Many of these formats are still part of our program. They have evolved over time, just like our viewers have as well, just like their usage behavior, and just like our entire industry. Now, the media landscape has changed enormously over the last 40 years, also in terms of technology. From small tube TVs to large flat screens, from linear TV to digital streaming, from watching television at home to watching video on your smartphone, from stationary to mobile, and from linear to on-demand. Technology was and is driving our change.
The viewers of the past have become the users of today. Now, in the past, the family used to gather in front of the TV at 8:15 p.m. at the very latest. Today, we can watch the content that interests us anywhere and at any time. There used to be a handful of channels. Today, the choice is huge, with national and international providers and with a wide range of content for our viewers to choose from. We, at ProSiebenSat.1, have evolved from a linear broadcasting group into a digital media company. Now, today, I would like to tell you about what we have done over the past year. In March 2023, we defined our new strategy. Our focus is now clearly on our core business, which is entertainment. That is our DNA. That is where we want to and will continue to grow. We've reorganized our company.
We have fully integrated Joyn into our company, and we have made our group leaner overall, more efficient, more effective. These were essential steps that we have taken, and all of this in an environment that remains economically challenging. This is also reflected in the development of the financial year 2023. Last year, our group revenues amounted to EUR 3.85 billion. This is also in line with our financial targets, which we updated in November. Our advertising business suffered from the overall economic situation in 2023: inflation, consumer restraint, a decline in investments, recession. We and the entire industry have felt the effects of this. In this environment, the group's adjusted EBITDA declined by 15% to EUR 578 million. However, there were also positive developments in 2023. We optimized our Commerce & Ventures segment portfolio. The entire segment performed well, and above all, Verivox and Flaconi grew dynamically last year.
Flaconi's revenue increased by 20% compared to the previous year, and Verivox's revenues more than doubled year-over-year. We were also able to further decrease net financial debt by 4%. At the end of 2023, it amounted to EUR 1.546 billion. The leverage ratio of 2.7 was clearly within the target range of 2.5-3 for 2023, despite the negative impact on earnings. The further reduction of debt remains our clear goal. Accordingly, we will use future proceeds from the planned disposal of shareholdings to repay liabilities. We will also want to invest in our operating business further. Now, here too, our focus is clearly on the entertainment segment. Against this backdrop, we adjusted our dividend policy in the last year. Now, for fiscal 2023, we are again proposing a dividend of EUR 0.05 per share.
This corresponds to an expected total distribution of around EUR 11 million and a payout ratio of 5%. I am aware that most of you would probably appreciate a higher dividend. Perhaps you are even expecting one. However, we are convinced that this is the right step. We want to further strengthen ProSiebenSat.1's operating profitability. We want to continue to invest significantly in our operating business. We want to continue to invest in the future of our company. And for that, we must now lay the foundations for a healthy and profitable company that you, as shareholders, can also enjoy in the long term. Our figures for Q1 2024 show that we are indeed on the right track. We've made a good start to the new year. The figures, while still preliminary, are looking good, and on this basis, we have increased group revenues by 6%.
We are even seeing a 35% increase in Adjusted EBITDA. We've increased our advertising revenue in both areas: TV, as well as digital and smart. Joyn, for example, reached a new record level. Also, our Commerce and Ventures portfolio continued to grow dynamically, and on this, we will continue to build. One important factor, of course, is access to our content. Our streaming platform Joyn has a unique selling point in the German-speaking market. It is ad-financed, which means that it is free of charge for users. They do not have to take out a paid subscription. We are convinced that this is also why Joyn is becoming more and more attractive, because the budget of users is limited. But most streaming services are only accessible via paid subscriptions. Joyn makes streaming easier and cheaper. We are also linking Joyn ever more closely with our linear channels.
Let me use one example to illustrate this further: Big Brother. The current season is mainly available on Joyn. The daily and weekly summaries can be viewed free of charge on Joyn, 100 days on demand. The live shows on Mondays run in parallel on Joyn as well as SAT.1, and the 24-hour live stream is available on Joyn PLUS+. This way, Big Brother reaches viewers on both linear TV and streaming. This strategy is beginning to bear fruit. For Joyn, Q4 2023 was the best quarter ever. We had 6.3 monthly video users and a total viewing time of 8.8 billion minutes. There were also records in terms of revenue. Advertising revenue on Joyn increased by 37% in Q4 compared to the same quarter of the previous year. Q1 2024 even exceeded these figures further and truly broke all records.
This shows that Joyn is becoming attractive and more relevant also for our advertising customers. The strongest growth drivers were local and live formats. Big Brother has a Joyn original: The ProSieben Shows via [Foreign language] Show .-Stealing the Show-and Germany's Next Top Model, and the reality format [Foreign language] . The SAT.1 series highlights such as the Landarztpraxis. We want to build on this success further this year: new reality and comedy formats, which is why I'm already looking forward to new exclusive highlights in the second half of 2024, such as the vampire comedy series Der Upir with Fari Yardim. We need to invest in the development of such programs. That is why we announced at the end of 2023 that we will be investing an additional EUR 80 million in our content. We have thus increased our programming expenses to more than EUR 1 billion.
Local content not only achieves above-average market shares on our channels as well as on Joyn, it also sets us apart from our international competitors. This content, after all, is only available on our channels, and it is precisely tailored to our target groups. That is why it is a key component of our strategy. Another very important component of our strategy is partnerships. Only by working together can we hold our line against the world's largest streaming providers. We're already moving in this direction with Joyn because on our platform, we feature around 70 live TV channels and around 25,000 hours of formats and programs, as well as offerings from other broadcasters as well: private and public, domestic and foreign. We work together with our competitors where it makes sense and where it is legally allowed.
We are convinced of cooperation within the industry, also between private and public broadcasters. Only this way can the dual broadcasting system become more modern and at the same time remain an important pillar of society. In Austria, this is already a reality. The entire ORF Media Library of the Austrian Public Broadcasting Corporation is already integrated on Joyn, and both sides benefit. In recent months, we have agreed on many more collaborations, for example, with Magenta TV from Deutsche Telekom. Joyn is now available to all users on their service. We have also entered into an innovative partnership with RTL Germany in the area of advertising technology. This makes it even easier for agencies and advertisers to book advertising on our respective platforms. This makes us even more attractive. But that is not all. We're also digitizing our linear TV tech environment.
In the future, advertising can be booked on both our and RTL platforms in a single offer. This new system combines many components: combined booking, measurement, and reporting via linear TV, Addressable TV, as well as Connected TV. This helps us to defend advertising budgets in the entire German-speaking region and to win new ones. This cooperation is ad tech made in Europe. Our focus on streaming gives us new monetization opportunities. We can offer our advertising customers more digital and smart advertising products. This creates new sources of income. This partially compensates the decline in linear TV advertising. Last year, we already generated almost EUR 300 million with digital and smart advertising measures. This equates to an average annual increase of 9% over the last four years. We have thus successfully digitalized our entertainment business even in a weak advertising market.
We will continue to increase our digital and smart advertising revenues because we are convinced of this. We will achieve this in several ways: through the growth of Joyn, through addressable and programmatic advertising revenues on TV, and through our podcast business. At the same time, we are reducing our dependency on traditional TV advertising. As you can see, we are pursuing a clear strategy. We are focusing on our entertainment expertise. We are putting Joyn at the center. We are leveraging the potential of partnerships, and we are developing new ways of monetization. This strategy is also supported, in general, by our two largest minority shareholders, MFE and PPF. In recent weeks, this may sometimes have looked different from the outside. We want to continue our digital transformation together, and we will continue to maintain an open, regular dialogue with our investors going forward as well.
However, we completely disagree with the proposal to spin-off our company. You can see MFE's proposal in the agenda. They suggest we prepare the spin-off of our two segments: Commerce and Ventures and Dating and Video. In a next step, they should then be listed on the stock exchange in a new company alongside ProSiebenSat.1. This does not achieve the goal of maximizing value or reducing debt, and is therefore attractive neither for ProSiebenSat.1 nor for its shareholders. We therefore reject this proposal. The much better way is to sell individual assets. Now, we've been preparing this for Flaconi and Verivox since the end of last year. Both companies have grown strongly. The environment for such transactions is also favorable once again. We want to achieve the best possible values for our investments, and we can then use the proceeds to further reduce our debt.
This creates a scope for investment in our core businesses: entertainment. This focus is precisely the goal of MFE. Even if the preparation of a spin-off is on the election list today, I would like to emphasize that this is not a cost-free option. It is, in fact, expensive. It requires management attention, which is urgently needed on the execution of our strategy. And given our extensive analysis of the spin-off option, we already know that it does not serve the purpose. Dear shareholders, last year, we laid the foundations for the successful future of ProSiebenSat.1. We integrated and expanded Joyn. We have increased cost efficiency. We have optimized our processes, and we have made savings. All of this will have a noticeable impact this year. Our start to 2024 has already been positive. Now we want to further increase our advertising revenues.
We will continue the dynamic sales and earnings growth in the Commerce and Ventures segment. As mentioned, we will sell individual assets, and we are expanding our SevenVentures portfolio. Here, we want to boost our advertising business with fast-growing companies again. Now, in our Dating and Video segment, we are working on stabilizing the business. With targeted initiatives, we want to continue to inspire customers for our dating brands. We also want to further increase the efficiency throughout the entire group as well. Now, what does this mean translated into figures? The overall economic environment remains challenging in the current year, even if there are small signs of optimism. The German economy, in particular, is still suffering compared to others. Now, for this year, we expect group sales to grow to around EUR 3.95 billion, with a deviation of more or less EUR 150 million.
Whether we achieve this, however, depends heavily on the development of the advertising revenues in the German-speaking region. Now, for the group, we expect adjusted EBITDA of EUR 575 million. We are also calculating a deviation of more or less EUR 50 million here. In the middle of this range, we would be at the previous year's level. We also expect adjusted net income to be on a level around the previous year, which means around about EUR 225 million. As you can see, the complete turnaround takes time. We are just at the beginning of our transformation activities, but we laid the foundations last year with our new strategy and with first measures that have already been implemented. Now, this year, we will continue to work on just that.
So allow me to summarize once again: even more attractive content for our linear and digital programs, new partners for Joyn, new digital and intelligent products for our advertising partners, and of course, the sale of investments at the best possible value. We have the right strategy and are focusing all our resources on executing it. This enables us to stand up to the global providers and Joyn is in a truly unique position in the market, and more and more users see it in the same way. Our greatest asset, though, are our around 7,000 employees. They are motivated, committed, and creative. They know their business, both in front of the camera and behind the camera, and they have countless ideas on how we can take entertainment to new dimensions.
I'm convinced that we are on the right path to becoming the number one entertainment player in the German-speaking region. I look forward to continuing on this path and to you accompanying us.
Thank you very much for your attention. [Foreign language]
on our strategy and on the very successful first steps of implementation. Now, I would like to hand over to Martin Mildner, the Group's Chief Financial Officer, who will now briefly discuss agenda items nine and 10 and provide us with the necessary explanations. Martin.
Thank you, Andreas. Ladies and gentlemen, Andreas Wiele and Bert Habets have just described it. Today's annual general meeting is about the future of ProSiebenSat.1. I would like to talk to you about another important topic relating to agenda items nine and 10 of today's annual general meeting.
This is about the focus on Joyn as the centerpiece of our entertainment strategy, as described by Mr. Habets. But in order to place Joyn at the center of our activities, not only strategically but also in terms of company law, the executive board, with the approval of the supervisory board, has decided on an internal reorganization within the group for which we request your approval. And this is agenda item nine, and agenda item 10, we would like to ask for your approval for those two. Seven.One Entertainment Group GmbH is the group in which all our television stations and entertainment platforms are bundled. And this also means that Joyn GmbH is a subsidiary, a wholly owned subsidiary in it.
In a reversal of the previous ownership structure, Joyn GmbH in future should be the parent company of Seven.One Entertainment Group GmbH , so that subsequently our channels and other platforms will be 100% held by Joyn GmbH. Now, with this reorganization, we would like to emphasize the central role of Joyn for the entertainment segment. On the other hand, this reorganization will also enable us to utilize tax advantages. Not only the current tax losses of Joyn GmbH can be used, but also the existing income tax loss carried forwards of Joyn GmbH from previous financial years can also be utilized. And this means with this reorganization, or this reorganization will enable us to save a lot of money thanks to lower tax payments in the coming years.
Now, if these loss carried forwards are fully utilized at Joyn, we anticipate potential savings in the next few years in the low three-digit million range. In addition, we would also like to ensure that the management of the entertainment segment, also after the reorganization I just described, continues to bear operational responsibility for the entire entertainment segment, which also includes Joyn. For this reason, above Joyn GmbH and directly below ProSiebenSat.1 Media SE, we will add a holding company to our shareholding structure with the same management team as the management of the current Seven.One Entertainment Group GmbH . Various individual measures are required for this reorganization, in particular the conclusion of contribution and assignment agreements. For details, please refer to our detailed written report on agenda item nine, which you will find in the invitation to the annual general meeting.
Agenda item 10 is also related to this, and here we request the AGM's approval for the conclusion of a domination agreement between ProSiebenSat.1 Media SE on the one hand and the new Seven.One Entertainment Group GmbH on the other hand. This agreement is primarily motivated by tax considerations again. The conclusion of the domination agreement is intended to ensure that our intra-group sales with Seven.One Entertainment Group GmbH , regardless of the reorganization I just described, continue not to be subject to VAT. And also on agenda item 10, there is a detailed written report which you can find on our website. Ladies and gentlemen, I would like to emphasize once again that the proposed measures are not just organizational changes, but that the implementation of this strategic reorganization will also be associated with a considerable savings potential.
And we therefore ask for your approval of the resolutions proposed by management on agenda items nine and 10. Thank you for your attention.
Martin, thank you for your clear explanations on these two important items on the agenda. Ladies and gentlemen, I would now like to report to you on the results of the internal investigation that the supervisory board commissioned last year in connection with issues relating to the Jochen Schweizer mydays Voucher business. And on this investigation, we already reported both on the website and on the shareholders' portal with an update in order to provide you with information upfront on that. And today, as announced, we're also going to provide you with details about the state of affairs with regard to the internal investigation, the legal assessment, and the implications on that.
This will be taken over by Rolf Nonnenmacher, the head of our audit committee, because in view of the possible involvement of members of the executive board in the Jochen Schweizer mydays issue, the internal investigation was monitored by the chairman of the audit committee. Now, I would like to take this opportunity to thank Rolf Nonnenmacher for his enormous commitment and his efforts in overseeing and driving this investigation forward. Following that, Martin Mildner, CFO, will then summarize the investigation and its results from the perspective of the executive board. Before I hand over, allow me to assure you that this year-long investigation and the findings of the factual reports have paid off. It came to the conclusion that two former members of the executive board had breached their duties and caused damage in connection with the subject of the internal investigation.
The Supervisory Board is determined to pursue recoverable claims for the damages. Let me now ask Rolf Nonnenmacher to explain this to you in detail. Let me hand over to Rolf.
Thank you, Andreas. Shareholders, I would also like to comment on the investigation into Jochen Schweizer mydays in greater detail. As you know, we had to postpone the annual financial statements and the annual general meeting last year due to regulatory issues. As soon as we became aware of this, we not only informed BaFin as the competent authority and the Public Prosecutor's Office, but also immediately commissioned a comprehensive internal investigation. The regulatory issue was that Jochen Schweizer mydays voucher business was partly notifiable under the ZAG, German Payment Services Supervision Act, and partly also required a license from BaFin.
Now, the internal investigation was to determine whether and what misconduct had occurred within the company or added service providers that had led to this business being conducted without the required authorization and information to the BaFin supervisory authority. The investigation by an international law firm has now been completed, and the investigation report has been available to us since the end of February. This is a fact-based report that comprehensively analyzes and presents the relevant facts and which forms the basis for the legal assessment of the results of the investigation by the Supervisory Board and the Executive Board. This separate legal assessment must be carried out by the Supervisory Board with regard to possible breaches of duty by the Executive Board and otherwise by the Executive Board. Now, you may say that this fact-based report took quite a long time to compile, and you're right.
At the beginning of the investigation, it's something that we couldn't have foreseen. The length of the investigation is partly due to the fact that such forensic investigations are always very time-consuming. Hundreds of thousands of emails and documents, such as meeting minutes and presentations, have to be pre-filtered using specialized software and then have to be examined for relevance by experts. Even chats and text messages from board members and employees of several companies were comprehensively viewed and analyzed. Of course, data protection must also be taken into account, which makes the process even longer. On the basis of these findings, all those involved are then interviewed in a large number of individual talks.
Secondly, the investigation could not be limited to the past financial year, but it had to take a closer look at transactions from the entire investigation period, which means from the original acquisition of the majority stake in mydays in 2013. Finally, in the course of the investigations, findings also emerged that made it necessary to repeat interviews. In some cases, interviewees also provided further important information after their first interview, which we then discussed with them and other witnesses a second time. This approach has provided us with very important findings and evidence, and I think this shows why it was right and necessary to carry out this investigation with such meticulousness. And our investigation was not essentially concerned with whether some of Jochen Schweizer mydays voucher products violated legal requirements.
Our main concern was how it could happen that a manageable problem with a small investment that accounts for less than 2% of group sales could become so big that we had to postpone our annual financial statements. The investigation showed that the regulatory framework had already been considered when mydays was acquired in 2013. The issue of the ZAG, German Payment Services Supervision Act compliance, came up again during the takeover of Jochen Schweizer in 2017, but was reported to the executive board at the time as unproblematic and not at all to the supervisory board at the time. Finally, the topic was addressed again in 2022 at the level of Jochen Schweizer mydays, NuCom, and ProSiebenSat.1. At this point, several people at all three levels realized that Jochen Schweizer mydays was not complying with the legal requirements at the time.
But these people did not decide to take the necessary measures. They did not obtain a license and did not report to BaFin. Not only that, some of them ensured that ProSiebenSat.1's internal controls were not effective. I can't go into all the details here, but I would like to mention one thing by way of illustration. Instead of putting an end to the legal violations, the parties involved presented the whole issue as a mere risk. They watered down the description of this supposed risk in our risk management system and ultimately stated a probability of occurrence of 0% and a financial impact of EUR 0. Or to put it bluntly and clearly, there was a cover-up here. As a result, the supposed risk fell through the cracks, and neither the audit committee nor the full supervisory board were informed in any way about what was going on.
It took an anonymous hint to the auditors and their report to me on the 25th of February 2023 for the Supervisory Board to learn of the violations at Jochen Schweizer mydays for the first time. The law firm engaged has now legally assessed the matter from the perspective of the Supervisory Board, and it's now clear that two former members of the Executive Board, in any case, have breached their duties and caused damage as a result. The pursuit of claims for damages by the Supervisory Board is subject to further conditions, such as the precise determination of all damage items and their respective amounts. The corresponding review is still ongoing. Here too, diligence is our top priority in the interests of all shareholders and stakeholders. In any case, the Supervisory Board is determined to pursue recoverable claims for damages.
In contrast, the Executive Board is responsible for pursuing possible claims for compensation against employees and third parties and is currently analyzing this. As in all matters, the Supervisory Board naturally also monitors and advises the Executive Board in this regard. The Audit Committee is obliged to assess the quality of the audit. The Audit Committee, therefore, commissioned another auditing firm to investigate whether the auditor, who was also the auditor of Jochen Schweizer mydays, should have noticed the regulatory issue. The experts answered this question in the affirmative. The pursuit of potential claims for compensation against the auditor is again the responsibility of the Executive Board. On behalf of the Supervisory Board, I can sum up by saying that, in any case, two former members of the Executive Board have breached their duties.
Whether and against which former members of the executive board the supervisory board can and must pursue claims is currently still being clarified in more detail, and this will be decided by us at the appropriate time after careful consideration. We will, of course, provide you, our shareholders, with further information at the next annual general meeting. Finally, I would like to inform you that the status of the proceedings at the Public Prosecutor's Office and BaFin has not changed since the last annual general meeting. BaFin has confirmed the current business of Jochen Schweizer mydays as fully legal after the changeover. No decision has yet been made on whether the Public Prosecutor's Office will open a formal investigation into past events and possible fines. Thank you for your attention, and I'd like to hand back to Andreas.
Rolf, thank you very much for your explanations, and in particular also for the consistent and independent work for clarification without which the entire Supervisory Board and also I personally, as the chair, would not have been able to opt and go for this clarification. Let me now ask Martin, on behalf of the Executive Board, to share their view on the current status of the investigation. Over to you, Martin.
Shareholders, I would also like to comment on the internal investigation into Jochen Schweizer mydays. Mr. Nonnenmacher has already summed up the background to the investigation, its key milestones, and the current status of the talks with BaFin and with the Public Prosecutor's Office for you. And he explained which conclusions the Supervisory Board draws from the results of the investigation with regard to possible breaches of duty by former members of the Executive Board.
Now, to give you a complete picture, I would like to take this opportunity to sum up the Executive Board's view of the investigation and its findings. As you know, the Executive Board decided last year not to initiate its own investigation, but to fully support the Supervisory Board investigation conducted by an independent international law firm and to participate fully in its findings. In fact, a look at the practice of other companies has shown that investigations carried out in parallel by the Executive Board and Supervisory Board often lead to costly duplication of work. In addition, this would place an unnecessary additional burden on employees who are already in a special situation in our company, and we wanted to avoid that. At the beginning of the investigation, the Supervisory Board assured the Executive Board of complete transparency of information and participation in the investigation results.
Our confidence in honoring this promise has paid off for the executive board. With the law firm's final investigation report dated 29th of February 2024 and the accompanying documentation, we have a sufficient basis of facts for the further fulfillment of our obligations as an executive board. As is customary in such cases, the executive board commissioned its own law firm not only for the question of whether the final report also included all of the factual investigations relevant to the company, but also for the more far-reaching question of the resulting consequences. Together with this law firm, we are currently analyzing the results of the investigation with regard to possible breaches of duty, and the executive board is responsible for examining possible breaches of duty by all persons involved, now be they employees, external service providers, or members of the supervisory board. This assessment is still ongoing.
In this regard, I would like to point out that the report by the auditor did not reveal any indications of breaches of duty by a current member of the supervisory board. As far as possible breaches of duty by employees are concerned, the executive board decided just after the investigation had begun, decided to part ways with a long-serving employee because the initial findings of the investigation had pointed to corresponding breaches of duty. We are now examining whether these breaches of duty entitle us to assert claims. We have not concluded the analysis of possible breaches of duty of external parties, and this is why we cannot share any more far-reaching results with you today. It's certainly our objective to complete this review at the beginning of the second half of the year so that we can fulfill any potential obligations to act.
In addition to the question of responsibility for such compliance incidents, we also investigate the functionality and effectiveness of our governance systems. As a consequence of the Jochen Schweizer mydays case and this enclosed consultation with the audit committee, we immediately initiated a corresponding review of the systems by an external consultancy firm as part of a so-called degree of maturity analysis. Based on the results of this analysis, we initiated a number of fundamental improvement measures last year and again this year. For instance, organizational changes for a holistic, integrated governance, risk, and compliance management system. We are planning to take further steps for this year, such as the closer integration of the risk management processes and the standardization of risk reports. These continuous improvements should help our group to proactively manage regulatory changes, recognize potential risks at an early stage, and react accordingly.
Martin, let me also thank you again for your explanations. Let me thank the Executive Board overall for their clear investigation and work in this matter and the consequences that have been taken with regard to our risk management system. Shareholders and we were just as shocked to hear the findings that have been made during the investigation as you are today. We hope that the reports will help you to understand the depth and scope of the investigation. As announced, we're going to keep you posted and keep you up to date. Let me tell you once again what is the most important thing. Immediately after we have identified these problems, we have rearranged and restructured the Jochen Schweizer mydays voucher business as to render it 100% legal.
As you have been able to hear from the reports, we're going to pursue any claims for damages that have been given rise to as consistently as we have run the investigation. Thank you very much for your understanding. Now, before we enter into the general debate, I shall now call the further items on the agenda. On our agenda item number two, a resolution is to be passed on the use of the balance sheet profits. Here, the executive board and the supervisory board propose to pay out a dividend of EUR 0.05 per share. Items three and four of the agenda relate to the formal approval of the acts of the executive board for the 2022 and 2023 financial years.
Last year's Annual General Meeting decided to postpone the resolution on the formal approval of the acts of the members of the Executive Board for the 2022 financial year until this year's Annual General Meeting, meaning that a decision on the formal approval of the acts of the Executive Board for both 2022 and 2023 is to be made today. Last year's postponement took place against the background of the internal investigation, the results of which we reported to you earlier.
As the assessment of the legal consequences of the internal investigation has, as reported, not yet been completed, the formal approval of the acts of the members of the executive board for the 2022 financial year and also for the 2023 financial year is to be postponed to the annual general meeting in 2025 financial year for those members of the executive board who had significant points of contact and involvement in the subject of the investigation, regardless of the severity of any possible misconduct. This concerns the executive board members, Rainer Beaujean, Ralf Gierig, and Christine Scheffler for the 2022 financial year, and the executive board members, Ralf Gierig and Christine Scheffler for the 2023 financial year.
In the meantime, a legal assessment has been made by the supervisory board according to which a breach of duty can be assumed in the case of individual former members of the executive board, i.e., two former members of the executive board. However, we have only been able to report on this today, and it's still being clarified what consequences are to be drawn from these breaches of duty. That is why the management has decided to adhere to the postponement proposal so that the annual general meeting can then make an informed decision on the formal approval of the acts of the aforementioned members of the executive board next year. With regard to the other members of the executive board, the management proposes that the acts of the executive board members, those two board members, be approved for two years. Here we should go for individual approval.
On our item number five, a resolution is to be passed on the formal approval of the acts of the members of the supervisory board in office in the 2023 financial year. This is also to be voted on by way of individual approval. Management proposes that the acts of the supervisory board members be approved. Agenda item number six provides for the appointment of the auditor. A change of audit is planned for this year. To this end, the audit committee has carried out the mandatory selection procedure. Subsequently, the audit committee recommended two audit firms to the supervisory board for the tendered audit mandate and communicated a well-reasoned preference in favor of PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft. Based on this recommendation and preference of the audit committee, the supervisory board proposes PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft for election as auditor for the company and the group at today's annual general meeting.
Under item seven of the agenda, the Annual General Meeting is asked to approve the remuneration report for the 2023 financial year. The remuneration report and the corresponding auditor's report are included in the invitation to the Annual General Meeting. Under agenda item eight, elections are planned for three seats on the Supervisory Board. As already explained, the Supervisory Board proposes Klara Brachlova, Marjorie Kaplan, and Pim Schmitz for election. As mentioned before, the shareholders MFE-MediaForEurope, N.V., PPF IM Limited, and Mr. Sascha Dahlick have each submitted their own election proposal to the company for this agenda item, which the company has made available on its website together with a statement from the Supervisory Board. MFE-MediaForEurope proposes that Mr. Leopoldo Attolico be elected to the Supervisory Board in place of Pim Schmitz, and PPF proposes that Mr.
Christoph Mainusch be elected to the Supervisory Board in place of Marjorie Kaplan. The election takes place according to the proposal of MFE or PPF for the same period as for the candidates proposed by the Supervisory Board. Mr. Sascha Dahlick nominates himself for election in the absence of any information to the contrary in his election proposal. I assume that the election will also be for the same period as for the candidates proposed by the Supervisory Board. If that is not the case, I would like to ask Mr. Dahlick to clarify his request by speaking up during the general debate. For further details on the nominations of the aforementioned shareholders and the candidates they have proposed for election, let me refer you to the company's website where these nominations are available in each case.
The Supervisory Board is convinced that the candidates proposed by the Supervisory Board are the best choice for filling the open positions on the Supervisory Board. The Supervisory Board is also of the opinion that the current shareholder structure is best reflected by its election proposals. For further details, please refer to the Supervisory Board statement on the shareholders' election proposals, which are available on the company's website. As the shareholders who have submitted an election proposal to the company that has been made available by the company have each duly registered for the Annual General Meeting and are accordingly authorized, their election proposals are already deemed to have been submitted in accordance with Section 126, Paragraph 4 of the German Stock Corporation Act and no longer need to be presented today as part of a speech.
However, if the shareholders concerned also intend to submit a motion pursuant to Section 137 of the German Stock Corporation Act to prioritize the vote on the respective election proposal over the vote on the candidates proposed for election by the management, PPF has already announced such a motion in its election proposal. I would like to ask you that this motion be submitted in the general debate that follows as part of a contribution to the debate. I would like to point out at this stage that this motion requires the support of shareholders whose shareholding reaches 10% of the share capital represented at the AGM, unless this shareholding is already reached by the shareholder making the motion.
Under agenda items nine and 10, the resolution on the approval of a group internal or an intra-group reorganization in the entertainment segment of ProSiebenSat.1 Group, and on the conclusion of a termination agreement between ProSiebenSat.1 Media SE and Seven.One Entertainment Group GmbH is to be adopted. With regard to the background and details of these reorganization measures, I would like to refer you to the previous explanations by the executive board, in particular by Martin Mildner, and the written explanations and the documents that you will find in the invitation to the AGM and on the company's website. For the exact wording of the management's proposed resolutions on items two to 10 of the agenda, please also refer to the invitation to the AGM, which you can view on our website.
As mentioned at the beginning, the shareholder MFE-MediaForEurope N.V. submitted a request for additions to the agenda after the annual general meeting was convened. By announcement in the Federal Gazette on the 27th of March, 2024, items 11 to 14 were therefore added to the agenda of today's AGM. The agenda, as amended at the request of MFE, can also be found on the company's website. Under the amended agenda item 11, MFE proposes the adoption of a resolution in accordance with Section 83, Paragraph 1 of the German Stock Corporation Act on the preparation of a spin-off and transfer agreement. Under item 12 of the supplemented agenda, the cancellation of the existing authorized capital 2021 and the creation of a new authorized capital 2024 is proposed.
Under item 13 of the supplemented agenda, MFE proposes that the chairman of the audit committee of the supervisory board, Rolf Nonnenmacher, be dismissed as a member of the supervisory board and that Mr. Simons be elected to the supervisory board in his place. Under agenda item 14, MFE proposes a resolution on an amendment to Article 9 of the Articles of Incorporation regarding the transactions requiring approval. For the exact wording of the resolutions proposed by the shareholder MFE on items 11 to 14 of the supplemented agenda, please also refer to the publication of the addition to the agenda, which you can also view on our website.
On the website, you will also find a report by the Executive Board on the creation of the new authorized capital in 2024 with the authorization to exclude subscription rights proposed by MFE under item 12. The Executive Board and the Supervisory Board reject all of MFE's proposed resolutions under agenda items 11-14. The statements of the Executive Board and Supervisory Board on the proposed resolutions of MFE, in which this rejection is explained in greater detail, are also available on the company's website. As the general debate is about to begin, this concludes the public broadcasting part of the annual general meeting. I would now like to ask our technicians to stop the public broadcast of the annual general meeting via the internet. I would like to thank everyone who's been following us. Thank you.