Good morning, shareholders, shareholder representatives.
Sehr geehrte Vertreterinnen.
Representatives of the press.
Sehr verehrte Damen und Herren.
Ladies and gentlemen.
Employees of ProSiebenSat.1 and esteemed colleagues on the Executive Board.
Everyone in between and outside, which would be added by the Senator Jan Böhmermann. 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 ordinary general meeting of ProSiebenSat.1 Media as open and as Chairman of the Supervisory Board. I'm happy to chair the meeting in accordance with Section 17, Paragraph 1 of our Articles of Association.
With the approval of the Supervisory Board, the Executive Board has decided to hold this year's Ordinary General Meeting as a virtual meeting without the physical presence of shareholders or their proxies at the venue of the General Meeting.
In this way, we can enable our supra-regional and international shareholder base, in particular, to participate more effectively. We also opted for a virtual general meeting format because it is much more cost-effective and environmentally friendly, which we felt was appropriate in view of our extensive cost-cutting and efficiency program, a headcount reduction program, and a minimum dividend proposed today. I know there's also criticism regarding the virtual format. We discussed this decision at length with the Supervisory Board and the Executive Board and, based on the above arguments, decided in favor of the virtual format. The broadcast is transmitted from the premises of 71 Production GmbH, Medienallee 24, 85774 Unterföhring, Germany, which serves as the location of the ordinary general meeting.
Our shareholders and authorized representatives can follow the entire general meeting live via our shareholder portal, which is available on the internet at www.prosiebensat1.com, with audio and video in German and English translation and as a broadcast in German sign language. As Chairman of the meeting, I have also decided to give interested members of the public the opportunity to follow the ordinary general meeting live on the internet until the general debate begins. Distinguished journalists, I would like to thank you for the good cooperation we've had. We provided you with a host of material last year, which is why it is important to us that you are able to participate in this year's ordinary general meeting. I have therefore decided that you can follow the entire ordinary general meeting live.
With regard to the attendance of the Executive Boarders, I'd like to make the following statement: All members of the Executive Board and Supervisory Board are present at today's meeting. Even though I'm the only member of the Supervisory Board on stage, as you can see, the other members of the Supervisory Board are also attending the general meeting here today. I would like to ask the director to show the viewers a look at the other members of the Supervisory Board. Good morning to all of you. I would also like to welcome the two proxies appointed by the company, Mrs. Bertha Stein and Ms. Carina 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 ordinary general meeting 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 ordinary general meeting. The company has set up the aforementioned shareholder portal for which you have 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 ordinary general meeting electronically via the shareholder portal, where they can follow the live audio and video broadcast of the entire ordinary general meeting and exercise their shareholder rights. In particular, you can exercise your voting rights there and make use of your right to speak and demand information there. Voting rights can now be exercised via the shareholder portal by means of electronic absentee voting.
In addition, the authorization and 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 for 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 time, in good time. In the run-up to the ordinary general meeting, it was already 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. The details are described in the invitation to the ordinary general meeting.
In accordance with the statutory provisions, shareholders who duly registered for the ordinary general meeting or their authorized representatives had the right to submit statements on items on the agenda prior to the ordinary general meeting. The statements received in good time can be viewed on the shareholder portal. Since today, 9:30 A.M., 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 speaker's desk in the shareholder portal. I shall go into more detail later about the procedure for requesting and 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 ordinary general meeting in accordance with the statutory provisions.
As Chairman of the Ordinary General Meeting, I hereby stipulate in accordance with Section 131, Paragraph 1F of the German Stock Corporation Act that the right to information at today's Ordinary General Meeting 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 demand pursuant to Section 131, Paragraph 4, German Stock Corporation Act may also be submitted via the corresponding box in the shareholder portal until the end of the general debate.
In addition, from the opening of today's ordinary general meeting until the end of the meeting, objections to one or more resolutions of the meeting can be lodged in the shareholder portal, and in the event of a refusal to provide information, a demand 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 demand raised is submitted to the notary public. Ladies and gentlemen, before we now start the agenda, I'd like to explain some more formalities briefly. Let me note that the ordinary general meeting was convened in due form and time in accordance with the law and the company's articles of association by way of publishing the invitation in the Federal Gazette on the 15th of April 2025.
The invitation has also been available on the company's website since that point in time. A specimen copy of that publication is available to the notary public and will be attached to the minutes of the ordinary general meeting. From the time the ordinary 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. These can also be viewed on our website now during the ordinary general meeting. The company has not received any requests for items to be added to the agenda or election proposals, and the company has neither received any further motions, counter-motions, or election proposals. Notifications pursuant to Section 125, German Stock Corporation Act were made in accordance with the legal provisions. So much for the formalities.
Next, we're going to have item one and the report of the Supervisory Board, followed by the report of the Executive Board. After these reports and other items on the agenda, we're going to start the general debate. If you would like to speak on the agenda during the general debate, please register your request to speak in the shareholder portal via the virtual speaker's desk. Please follow the instructions on the shareholder portal. We will contact the persons who have registered to speak in due course in order to call them into the virtual waiting 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 your browser. Please, 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 would like to 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 ordinary general meeting in the virtual waiting room until they are activated 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 would be grateful if you registered as early as possible so that I can estimate how many speakers we can expect to have. 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 announce at this point already that we plan to conduct the discussion as a general debate, i.e., we shall 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 then follow the general debate. I shall explain the voting procedure in greater detail before voting begins. Once the voting results have been determined, I will note and announce these to you.
In doing so, I intend to make use of the option provided by law to adopt resolutions in an abbreviated form and to only determine and announce the approval rate and the result for each resolution. The detailed voting results will be displayed at the same time as the announcement and will also be available for you to read on the website afterwards. For the sake of good order, please allow me, as Chair of the meeting, to make the following comment. The ordinary general meeting, in particular the general debate, thrives on free speech. We therefore have dispensed with the preparation of shorthand minutes. The questions asked are recorded in shorthand in order to support management in answering them. We only record the freely accessible part of the ordinary 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 ordinary general meeting. The register of attendance has now 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 annual general meeting. I think I should have this here. Otherwise, I would have to get back to that later on, and the notary also should have received a copy of the attendance figures and the register of attendance. The register of attendance can also be viewed via the shareholder portal.
I very much hope this is the case. I ask for your understanding for this failure to provide the figures right now. I shall also announce the updated attendance figures in due course. Ladies and gentlemen, we are now starting the agenda. Item one of the agenda relates to the presentation of the adopted financial statements and the approved consolidated financial statements of ProSiebenSat.1 Media as well as the summarized management report of the company and the group and the report of the Supervisory Board, each for the financial year 2024. The documents mentioned have been available for download from the company's website since the day the Ordinary General Meeting was convened. I believe I can therefore assume that everyone is familiar with these documents. These documents can also be viewed on our website now during the Ordinary General Meeting.
The auditors audited the financial statements, the consolidated financial statements, the summarized management report for the financial year 2024, and issued their unqualified audit opinion. The audit reports, as well as the financial statements, the consolidated financial statements, and the summarized management report, were presented to the Supervisory Board in good time. Following its own audit, the Supervisory Board has concurred with the auditor's 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, German Stock Corporation Act. The Supervisory Board has also approved the consolidated financial statements, and the subject matter of the audit also includes the sustainability 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 21 of the annual report. Please therefore allow me to focus on a few selected key aspects in my explanations. The Supervisory Board held five ordinary meetings and 13 extraordinary meetings in the 2024 financial year. In addition, resolutions were also adopted on the basis of 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 and financial situation and on the current business development. During the reporting period, the Supervisory Board concerned itself intensively, in particular, with the following subjects: the strategy of the ProSiebenSat.1 Group, the portfolio strategy, in particular, the review of the divestment of non-strategic investments of the company, and the internal investigation in connection with issues relating to the Jochen Schweizer MyDays voucher business.
I shall provide you with more details on this shortly. In addition, we also worked intensively on the strategy for the individual group segments, in particular, the entertainment core business and the positioning of our joint streaming platform. Towards the end of the reporting year, the sustainability projects that had been implemented and planned, as well as budget planning, were also the subject of intensive discussions. For further details on the activities of the Supervisory Board and its committees, let me refer you to our detailed written report. Now, allow me to briefly talk about the changes in the Executive Board and Supervisory Board. As already reported at last year's Ordinary General Meeting, Christine Scheffler stepped down from the Executive Board on the 31st of March 2024. Markus Breitenecker has been a member of the Executive Board as Chief Operating Officer since the 1st of April 2024.
There have been no further changes since then. As announced in April this year, the contract of CEO Bert Habets, which was due to expire in October 2025, has been extended by three years. The extension of Bert Habets' contract is the logical consequence of his very successful work on the Executive Board. Bert is consistently driving forward the transformation of ProSiebenSat.1. The sustainable and intensive implementation of the strategic realignment is impressive and, in my view, proof of the excellent cooperation within the Executive Board. I would like to thank Bert personally for his trusting and excellent and open cooperation. ProSiebenSat.1 can be proud to have a CEO who knows exactly where he wants to take the company and who does so with the right mix of determination and human decency.
I wish Bert and his two colleagues all the best, and I'm confident that they, the company, and all shareholders will reap the rewards of this work in the years to come. There have been no further changes to the composition of the Supervisory Board since last year's ordinary general meeting and the elections held today. With the conclusion of today's ordinary general meeting, the terms of office of Supervisory Board members Dr. Katrin Burkert, Simon Schettri and myself will come to an end as scheduled. Dr. Burkert and Mr. Schettri are standing for re-election today. As already previously announced, I've decided not to stand for re-election to the Supervisory Board.
I'm delighted that the Supervisory Board is proposing Maria Kiriacou as a new member of the Supervisory Board and intends to elect her as the new Chairwoman and thus my successor if she's elected by the Ordinary General Meeting today. Mrs. Kiriacou is not only a highly respected digitalization and transformation expert in the media industry, but she's also completely independent and solely interested in the company's success in the interests of all stakeholders. With her extensive international expertise and her proven leadership experience, she's ideally suited to support and further advance the successful transformation of ProSiebenSat.1. Elections must therefore be held today for a total of three seats on the Supervisory Board. The Supervisory Board therefore proposes that the two current members, Dr. Katrin Burkert and Simon Schettri, be re-elected to the Supervisory Board and that Maria Kiriacou be elected as a new member.
CVs and further information on the persons proposed by the Supervisory Board are available on the company's 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 meeting in the form of a short video message, and these will now be broadcast.
Dear shareholders of ProSiebenSat.1 Media SE. My name is Maria Kiriacou, and I'm very pleased to introduce myself to you as your candidate for the Supervisory Board today. Early in my career, I qualified as an accountant with PricewaterhouseCoopers. I then put my strong understanding of finance to good use in my near 30-year career in the media industry. In those three decades, I had the privilege of leading businesses through the rapid transformation that was required by the change in audience behavior.
In my years at Disney, ITV, and Paramount, I spanned the full spectrum of our industry from IP creation, content production, digital streaming services, as well as broadcast, and always in global roles where respect and understanding of the national impact of television was essential. I have experienced the power of television to not only entertain, but to educate and inform, and very importantly, to unite people and in bringing mass audience to be a commercial opportunity for advertisers to brand build like no other. In my last executive role, I was President of International Broadcasting Studios at Paramount, where I led the management teams of Network 10 Australia, Channel 5 U.K., Telefe Argentina, and Televisión Chile, as well as overseeing content production hubs not only in Spanish and English for the broadcasters, but in multiple languages across Europe for Paramount Plus.
I have truly global experience, which affords me both the big picture context as well as an appreciation of local relevance to your audience and to your partners. In my time as President of International Variety Studios, we put this to good use building up a network of local creative production companies. Our success reinforced my belief in the power of building strong brands like The Voice that can punch through in a crowded entertainment space, linear as well as digital, which after 15 years is still one of the strongest Sat.1 and ProSieben family entertainment brands. My credentials as a board chair have been bolstered by being an independent director on the board of Informa PLC, a London Stock Exchange-listed FTSE 100 company. Prior to this, I held similar positions at Wizz Air Plc and the British lifestyle brand Fatface.
I bring strong knowledge of good corporate governance, stakeholder management, and strategic oversight. Added to this, my term as chair of the Creative Diversity Network in the U.K. and championing of sustainability rounds off the credentials needed for guiding and supporting a future-facing business. Working closely with the Supervisory Board and the Executive Board, my ambition is to accelerate our transformation journey, succeeding Dr. Andreas Wiele and picking up the baton from him. I will provide oversight through this transformation, bringing in fresh perspectives gained from working for some of the largest and most successful media houses worldwide and from my independent directorships on the boards of global public companies. My actions will be guided by what is in the best interest of all ProSiebenSat.1 shareholders. I am convinced this can be achieved because there is plenty of opportunity ahead of us.
ProSiebenSat.1 can inspire, inform, as well as entertain, and therefore has a leading position in the media landscape of the future. ProSiebenSat.1 has a clear strategy with a strong focus on its core business, entertainment, putting joy at the center of this strategy. I'm excited to help seize these opportunities. For this, I kindly ask for your trust and approval today. Thank you very much.
[Foreign language]
Für die Bewältigung der vielen Veränderungen braucht es eine stabile Basis. Hierfür ist eine gute Unternehmensführung wichtig, Rechnungslegung und natürlich ein effektives Risikomanagement. Zusammen bilden sie das Fundament eines jeden erfolgreichen Konzerns, und hierzu möchte ich gerne weiter beitragen. Ich bin, wie gesagt, seit 2023 Mitglied des Aufsichtsrats. In dieser Zeit habe ich immer im Sinne der Aktionärinnen und Aktionäre meinen Teil zur strategischen Aufsicht und damit zum Erfolg des Unternehmens beigetragen. Als Finanzexpertin habe ich über 20 Jahre Erfahrung in Führungspositionen im Bank- und Versicherungswesen. Den deutschen Markt kenne ich sehr gut. Meine Expertise liegt vor allem in den Bereichen Rechnungslegung, Risikomanagement, Compliance und deutsche Corporate Governance. Meine Karriere habe ich bei der Bundesanstalt für Finanzdienstleistungsaufsicht, kurz BaFin, begonnen. Seitdem hatte ich Führungspositionen unter anderem im Bankenverband, der Dresdner Bank und der Allianz inne. Zuletzt war ich Mitglied des Vorstands des Verbands öffentlicher Versicherer und der Deutschen Rückversicherungs-AG.
Dort war ich für die Bereiche Aufsicht, Recht, Compliance, interne Revision und IT verantwortlich. Durch meine langjährige Tätigkeit in diesen sehr stark regulierten und sensiblen Bereichen habe ich gelernt, mit Komplexität umzugehen, Risiken zu managen und so Stabilität zu gewährleisten. Insbesondere für Unternehmen, die wie ProSiebenSat.1 in disruptiven Marktumfeldern tätig sind, ist dies sehr wichtig. Die Aufgaben und Pflichten eines Aufsichtsrats in Deutschland kenne ich sehr gut. Zusätzlich zu meinem Mandat bei ProSiebenSat.1 bin ich seit 2020 Mitglied des Aufsichtsrats der französisch-deutschen Privatbank Odo BHF S.E. Im Rahmen dieses Mandats bin ich die Vorsitzende des Risikoausschusses und Mitglied des Prüfungsausschusses. In den zwei Jahren meiner Tätigkeit im Aufsichtsrat von ProSiebenSat.1 habe ich mich stark auf die Förderung der Corporate Governance, auf die Verbesserung des Risikomanagements und die Unterstützung des Unternehmens bei der Bewältigung komplexer Marktbedingungen konzentriert. Besonders bei der Verbesserung des Risikomanagements haben wir große Fortschritte gemacht.
[Foreign language]
Dear shareholders of ProSiebenSat.1 Media SE.
My name is Simon Schettri, and it is both a privilege and a great honor to stand before you to introduce myself as a candidate running for re-election to the Supervisory Board. Since joining the Supervisory Board in 2024, I have been committed to supporting the strategic transformation of ProSiebenSat.1. I also had the honor of serving as Chairman of the Audit and Finance Committee. My focus has been on ensuring robust financial oversight and governance to help the company navigate the complexities of the media landscape. With my career spanning over three decades, I bring deep expertise in financial reporting, auditing media, and corporate governance, which I have owned through leadership roles in both the private and public sectors.
I currently serve as the Vice Chairman of the Board of Directors at the Italian Accounting Standards Setting Body, OIC, and as a member of the Financial Reporting Board at IFRAG, the European Financial Reporting Advisory Group, where I contribute to the development of financial reporting standards across Europe. I also sit on a number of boards and governance bodies of company and nonprofit organizations such as Save the Children. I have worked for more than 13 years at CONSOB, the Italian Financial Markets Supervisory Authority, and for 20 years at EY, where I held key leadership roles, including Italian Assurance Managing Partner. These experiences equipped me with the tools I continue to use today to provide expertise in financials and reporting.
In addition to these professional roles, I am an adjunct professor at the LUISS University in Rome, where I teach courses on corporate governance, internal controls, and financial and ESG reporting. This combination of academic and professional experience enables me to bring a well-rounded perspective to my work on the Supervisory Board. ProSiebenSat.1 stands at a crossroads in its journey. Right now, we experience a rapid evolution of technology as well as strong competition from global streaming platforms. This period of transformation and change requires not only adaptation but also bold and innovative strategies. I'm deeply committed to ensuring that our company continues to pursue the right strategy to maximize its value for all shareholders and stakeholders. I see immense potential for ProSiebenSat.1 to not only navigate this period of transition but to emerge stronger, more innovative, and more aligned with the expectation of modern audiences.
I firmly believe that my extensive background in finance, governance, and auditing, combined with my experience in strategic oversight, positions me well to further contribute meaningfully to the continued success of ProSiebenSat.1. Together, we can seize the opportunity ahead and ensure that our company remains a leader in the entertainment industry. Thank you for your time, trust, and support. I look forward to the opportunity to contribute to the success of ProSiebenSat.1 and to work with the colleagues of the Supervisory Board and the management team in shaping a thriving future for our company.
Maria, Katrin, Simone, ich danke euch.
Maria, Katrin, Simone, thank you very much for your presentation, and I would like to wish you the best of success in your important work after a successful election. Now, allow me to add a few personal words at this comment to you, dear shareholders.
With the conclusion of today's general meeting, my term of office as a member and Chairman of the Supervisory Board of ProSiebenSat.1 comes to an end after three very exciting and short years. Private media companies have a special responsibility for a free and democratic society. Without a shared factual basis and jointly accepted factual basis, a society cannot engage in a meaningful public discourse. In Germany, too, fake news, social media, and opinion-filter bubbles are threatening democratic debate. That is why our programs do not only aim to entertain you but also to provide better and more information in difficult times like these, both through our own newsroom team and through innovative formats such as our primetime reports with Linda C. Zervakis, Ranke von Wolfsheim, Anne von Wilmsdorff, and Tilo Mischke.
Around the federal elections, we showed many formats, amongst others, Joko und Klaas, who actually focus on politics and decency in their 15 minutes, and in their primetime slot, they made it available to Friedrich Merz, Olaf Scholz, and Robert Habeck. This important job will only be continued to be fulfilled if the digital transformation of this business is successful, because only economic success creates external and internal independence that enables free journalism. I'm proud of what we've achieved at ProSiebenSat.1 over the past few years to strengthen this economic independence. The company is on the right track, especially in its entertainment core business. Our streaming strategy is working extremely well, and Join is growing steadily. To this end, we successfully sold investments this year, thereby also reducing our liabilities.
At the same time, we thoroughly investigated and dealt with Jochen Schweizer MyDays' compliance case and introduced new risk management processes within the company. However, there is still a long way to go, because digital transformation is like a marathon run where you have to run faster and faster. We are well on track, but I would have liked to see faster and more consistent progress. We all know that linear TV is declining. We also know that our viewers and advertising customers feel at home in the digital universe and appreciate the same content. To ensure that we do not run out of time in this race, we need the full strength and attention of our management, considerable financial resources, and the trust and support of all our shareholders. I'm very confident that my successor, Maria Kiriacou, has everything it takes to win this race.
I wish her and the Executive Board the freedom, the resources, and the support they need in order to achieve this goal. During my three years as Chairman of the Supervisory Board, I've grown very fond of the company and many of my colleagues. You are a great team. Keep up the good work. This applies in particular to the Executive Board, which has only been in office in its current lineup for one year. I regret that I have not been able to permanently pacify the shareholder base, although I invested a great deal of time and energy in this, but ultimately had to conclude that the interests of individuals cannot be reconciled with the overall interests of the company and all shareholders.
That is why I believe it is in the best interests of the company to hand over this responsibility to someone else at this point. I'd like to actually tie this in with three requests to MediaForEurope. The Supervisory Board is the appropriate body for discussing and deciding on the right strategy and new ideas for our company with the Executive Board, not the public at large. This requires that the highest or the top-level decision-makers of all major shareholder groups are personally represented on the Supervisory Board. I've suggested this several times, but unfortunately without success so far. I hoped for the company that this is going to change. Secondly, to all shareholders, once again, only slightly more than 60% of the share capital are represented at the Ordinary General Meeting today.
In other words, four out of ten shareholders do not consider it particularly important what is decided today about the future of their company. As a result, a shareholder who does not even own a third of the company effectively controls it. This is because whoever has the majority at the general meeting can secure the majority on the Supervisory Board, and whoever has the majority on the Supervisory Board determines who runs the company on the Executive Board. So, dear 60% of shareholders, thank you very much for your interest and for your participation, and dear 40%, do exercise your rights. Only those who participate in the Ordinary General Meeting today or in the future can have a say and protect their investment. My third request goes out to legislators.
Unlike in many other countries, German takeover law does not impose any further obligation to make an offer to purchase all remaining shares once the 30% threshold has been exceeded, regardless of the level of acceptance with which this 30% threshold was exceeded. In combination with the lower attendance level at the general meeting, this means that there is no economic reason for the shareholder who owns around 33% of the shares to make a fair and attractive purchase offer to outside shareholders. This creates a very high risk that this will permanently damage the share price and thus deprive small shareholders of the potential value of their shares. In technical jargon, this is not called creeping in control for nothing.
About 15 years ago, roughly, there was an intensive discussion in Germany about introducing a further threshold similar to the 50% threshold in the U.K. to protect minority shareholders, for example, which would trigger an obligation to make a new takeover bid to all shareholders. Honorable Minister of Justice Hubig, I hope that you will take up this idea again and implement it in the interests of all shareholders. Once again, on behalf of the Supervisory Board, I would like to express our thanks to the Executive Board for their trust in cooperation. Now, I would like to briefly address an issue that you probably have already considered. The company's largest minority shareholder, MFE-MediaForEurope, has made a public takeover bid to the shareholders of ProSiebenSat.1. The offer document for this bid was published on the 8th of May.
MFE is offering ProSiebenSat.1 shareholders a mixed consideration of EUR 4.45 in cash and 0.4 MFE Class A shares for each share. On the 22nd of May, the Executive Board and Supervisory Board published a detailed statement on the MFE offer, which you can find on the company's website. Both the Executive Board and the Supervisory Board recommend that ProSiebenSat.1 shareholders do not accept the MFE offer. The Executive Board and Supervisory Board consider the consideration offered by MFE to be inadequate. We welcome MFE's intention to support the implementation of ProSiebenSat.1 strategy and endorse cooperation in the core entertainment business. For further details, let me point you to the comprehensive statement.
On the 12th of May, the PPF Group, the second key minority shareholder, also offered a public offer to shareholders in the form of a partial offer with the target to actually grow their existing shareholding to just under 30%. PPF announced that they're going to provide a EUR 7 cash consideration per share. The offer documentation for the PPF bid so far has not been published. As soon as this is the case, the Executive Board and the Supervisory Board are going to intensively cover that and also provide you with a statement on that. Before I hand over to Bert Habets, Chairman of the Executive Board, who will now report on the situation of the company, we will play a short video highlighting a few important milestones achieved by ProSiebenSat.1 last year.
[Foreign language].
[Foreign language] . Modern, digital, sustainable, and ready for the future.
This is the new ProSiebenSat.1 campus in Unterföhring. The editorial teams from Galileo, TAF, and Abenteuer Leben have already moved in. The first studio to go live in the new building is the state-of-the-art home of Newstime. At the opening of the new news studio, we were honored to welcome the various top politicians. [Foreign language] . Hallo. As a media company, ProSiebenSat.1 carries a special social responsibility. Our commitment to provide people with reliable, comprehensible, and objective information 365 days a year. Join on the road to success. The super streamer celebrates its strongest quarter of all time: new in-house productions, exclusive formats, and strong live content. That's what's driving the growth of our streaming platform. [Foreign language] . Especially in demand.
Reality shows, fiction, and successful formats like "Promis unter Palmen," Germany's Next Topmodel, and "Wer stiehlt mir die Show?" With over 80 partner channels, there is plenty of choice for a broad audience. Since summer 2024, everything on Join has also been available in Switzerland, meaning Join is now accessible in the whole German-speaking region. The best part? It's free for everyone. [Foreign language] ? Join, der Superstreamer. It's for free. Artificial intelligence is rapidly changing the media landscape, and ProSiebenSat.1 is right at the forefront. We're creating interactive worlds with AI. For example, Germany's Next Topmodel fans can use TopShot within the Join app to create their own AI-generated photos in a model look. We're also breaking new ground in advertising with the first completely AI-generated commercial on German television. Star secured. Supermodel Heidi Klum has extended her contract with our media group.
In fall 2024, she also received a very special award. [Foreign language] . Honoring her work as host and producer of Germany's Next Topmodel. For 20 seasons, the model mom has ensured strong market shares, diversity on the catwalk, and plenty to talk about. Viewers can also look forward to many more crazy ideas from Joko Winterscheidt and Klaus Heufer-Umlauf. [Foreign language] . The exclusive contract with the presenter duo has been extended for another five years. Their shows regularly surprise with creative concepts, bold actions, and a clear stance. They even won the German television award for their legendary 24-hour live broadcast. There's good news for fans of Julia Leischik and Matthias Opdenhövel too, as their contracts with ProSiebenSat.1 have also been extended. Finally, happy birthday to TAF. Our magazine turns 30 tomorrow.
On May 29, 1995, Sabine Nöthen hosted the very first episode on ProSieben. ProSieben halb acht hier ist TAF, und Sie werden es nicht glauben. Ich bin Sabine Nöthen. A lot has happened since then. TAF has continuously reinvented itself. Willkommen bei einem völlig neuen TAF. With a sharp instinct for relevant topics and a curiosity for what's new. TAF, the most popular boulevard magazine among young users, and now also among the slightly older but young-at-heart viewers. Ja, auch wenn wir noch gar nicht wirklich so alt aussehen. Aber es ist tatsächlich wahr: TAF wird in diesem Jahr 30 Jahre. Es ist einfach unglaublich. Ja, absolut. Und damit gehört unser Magazin zu den langlebigsten Marken im deutschen Fernsehen und Streaming. Und jetzt gehen wir zurück zur Hauptversammlung und zu dir, Bert. Sag mal, Bert. Ja, vielen Dank, Rebecca und Christian.
Right, thank you very much, Rebecca and Christian.
Of course, happy birthday from me to the entire TAF team as well. I really look forward to many more amazing years to come with you. Herzlich willkommen. Welcome, dear shareholders. We are doing things a little differently this year. Now, my German is already quite good, but I can still better express important things in English. Today we have many important things to discuss with you. That is why it is also very important to me that you understand everything as clearly as possible, which is why I will be giving my speech in English today. If you would like the interpretation into German, please switch to the German audio track right now. I am sure that many of you already heard it. A few weeks ago, the Supervisory Board extended my contract for another three years until October 2028. I am very happy that my journey at ProSiebenSat.1 will continue.
I deeply believe in this company and in our strategy, and I'm proud of what we have achieved over the last two and a half years. ProSiebenSat.1 is more than just a media company. We live for entertainment, and we love to entertain you. We play an important role in shaping opinions. We inform, and we provide context reliably, independently, and with the highest journalistic standards. We live in turbulent times worldwide. We live in a world with an ongoing battle for a new balance of power. Europe and specifically Germany will have to safeguard their independent and reliable news and information sources. This makes independent media all the more important. Social media is not a reliable source for news. You need to inform yourself outside of the bubble, break out from the content curated by your algorithm.
Because at the end of the day, democracy needs a diversity of well-informed opinions. Our quality standards run through our entire program offering, whether in our Newstime broadcasts, in our magazines such like Galileo and TAF, or in the Sat.1 Frühstücksfernsehen. We're not biased or pursuing an agenda, but stand for balance and diversity. This also applies to our entertainment formats. In addition to high-quality information, we also offer entertainment with attitude. Unterhaltung mit Haltung. Behind all of these programs, there are many very creative people. They are passionate and dedicated for their daily work. A big thank you to all of the employees. You make this company what it is. As you already saw in the trailer, a lot has happened at ProSiebenSat.1 in the last 12 months. We have implemented our strategy consistently.
We have been preparing for the future growth of our entertainment business, and we have created a solid basis for this. We have reached many important milestones and highlights in 2024. First of all, we extended our DFL soccer rights package and secured handball and basketball rights, enhancing our sports portfolio for the coming years. We also extended our partnerships and cooperation with the most important talents: Heidi Klum, Joko and Klaas for ProSieben, and Sat.1's Jörg Pilawa and Julia Leischik. They will be exclusively linked to our group and develop new and innovative programs together. We have significantly narrowed the market gap with RTL in the second half of 2024, a further development that continues in 2025. We have put a lot of work into our super streamer Join. We improved the product in many aspects, and we enhanced the distribution footprint of Join in the DACH region.
Furthermore, our content offering on Join has been massively expanded, and in April, we celebrated yet another record month. Join had its best month ever with 10 million viewers, and that is a growth of 80% compared to April last year. A great success and a true team effort. Let us now have a look at the financials of 2024. 2024 was a challenging year for the whole DACH region. Many companies have cut their media budgets, especially in the fourth quarter of the year. That is where most of our revenues come from. These challenging macroeconomic conditions hit us hard. The TV advertising market has been weak. The fourth quarter in particular was much weaker than we expected. Nevertheless, ProSiebenSat.1 still managed to grow its revenues by 2%. The adjusted EBITDA for the group for 2024 was EUR 557 million, and we ended the year within our target range.
The adjusted net income was EUR 229 million. You see, despite difficult macroeconomic conditions, we have achieved our financial targets. This was only possible through improved operational performance while implementing rigid efficiency and cost reduction measures throughout the whole organization. We fully focus on entertainment and strengthen our market presence and position in the DACH region. We invest EUR 1 billion in content, and by this, we strengthen both the market shares of our 15 linear channels as well as the content offering on our super streamer Join. Join is available across the entire DACH region since its launch in Switzerland in June. Our strategy for Join is very simple. Join is free for everyone. Our business model is advertising-based. This allows us to leverage our existing TV client base onto the super streamer. The paid subscription offer is a supplement to that.
To attract new users to Join, we need great content that appeals to a large audience. The strong formats on our channels massively contribute to the success of Join. Growth drivers are, for instance, shows like Germany's Next Topmodel and Wer stiehlt mir die Show? and the daily soap Die Landarztpraxis. Join is much more than just our own media library. We also offer content from other content providers. Paramount's Navy CIS is, for instance, one of the most popular series on Join. We also offer over 100 live channels for free, including all the channels from ARD and ZDF with the regional programs of ARD, as well as international channels like CNN or Comedy Central. In addition, we continue to enter into extensive content partnerships for our on-demand content offering. One example is our deal with ARD Plus and ZDF Studios.
It offers more than 4,000 hours of additional high-quality content now available for free on Join. Once the new media state law comes into force, which is expected to take place on December 1, 2025, we expect to further enhance the cooperation with the public broadcasters. This cooperation would allow us to include much more of their content onto our platform, Join. As you can see, we strongly believe in the power of cooperation. We increasingly want to seek for new partnerships in our industry. When it comes to reaching our target users and viewers with the content they love, modern consumer data tracking, measurement, and usage has really changed the game. It will continue to massively enhance our business, both in understanding and measuring viewing behavior, as well as improved targeting capabilities for our advertising clients.
In catering for the needs of our advertisers and agencies, we also see a massive opportunity to combine TV and streaming reach and to develop new attractive offers for our clients. New state-of-the-art technology, AI, and agentic AI will massively improve the quality and the effectiveness of our services for our clients. With our reach and streaming expanding quickly, we can translate this success into incremental digital revenues, which are increasingly offsetting the decline of the traditional TV advertising revenues. The increased advertising revenues of Join by 36% prove that we are on the right way in 2024. Let's now have a look at our Commerce & Ventures segment. In short, we had a phenomenal year in 2024. For the first time, Commerce & Ventures revenues exceeded EUR 1 billion, with a strong increase of the adjusted EBITDA of 81% to EUR 106 million.
Flaconi and Verivox were the main drivers behind this success. We are focusing on continued improvement of the business performance in the Commerce & Ventures segment. At the same time, we have also accelerated on our promise to the shareholders to divest some non-core assets and use the proceeds to reduce debt. We have been successful here in the last three months. We sold three assets: Verivox, as well as our minority shareholdings in Urban Sports Club and About You. This will enable us to repay more than EUR 250 million of debt. We will continue on this path with a focus on the sale of well-performing non-core assets like, for instance, Flaconi. We have also reached an agreement with General Atlantic as part of the sale of Verivox.
Through this transaction, General Atlantic is now no longer a shareholding of the NuCom Group and ParshipMeet Group. Instead, they hold a 2.5% stake in ProSiebenSat.1 and access to an earn-out arrangement in case of a successful exit of ProSiebenSat.1 from ParshipMeet Group. We thus massively simplified our shareholding structure. This gives us much more flexibility in determining the pace and the valuation metric for the sale of our non-core assets. For the same reason, we now fully own Jochen Schweizer SE. We recently acquired the remaining 10.1% stake held by Jochen Schweizer himself in order to simplify the ownership structure. This means that all decisions about the future direction of Jochen Schweizer SE now fully lie with us. At the same time, the valuation of the non-core assets underpins the success of our media investment model.
In this model, we transact media inventory in exchange for revenue shares or equity holdings. We therefore want to continue this approach with our Seven Ventures business, but with a focus on minority shareholdings only. In 2024, Seven Ventures invested in Formo and Planted, two innovative food tech startups with media for equity investments. Through these collaborations, Seven Ventures became a long-term strategic media partner of the companies. At the same time, we have expanded our existing strategic minority investment in Coro by participating in the company's last financing round. When I talk about simplifying structures, I also think of our internal processes and structures. The entire media industry is in a state of absolute upheaval. All media companies are working on the right business setup for the future. Turning a few screws is simply not enough anymore.
Fundamental and major changes are needed, and that is why we have looked at all of our processes and structures. In the current macroeconomic situation and challenging media market environment, the ultimate goal for any media company is to have a lean and mean setup that is competitive and future-proof. That is why we are redesigning our target operating model to continue our journey towards becoming one integrated, efficient super streamer, with a continued focus on cost efficiency and reducing our organizational complexity. In the holding and in the entertainment segment, we have identified a gross saving potential of EUR 70 million relative to the addressable cost base of EUR 450 million. This includes becoming more efficient by changing our workflows. We will also leverage the potential of automation and digitization. This means that we will invest more in technology and AI, and we will continue to reduce material costs.
We are currently running a voluntary program with the intention to reduce our workforce by 430 full-time equivalents. This was a hard but necessary decision. In the second half of 2025, we therefore expect cost savings in the mid-double-digit million EUR range. These are already included in the latest outlook. The annualized gross savings in 2026 and beyond will amount to over EUR 100 million per year. We are again proposing a dividend of EUR 0.05 per share for the financial year 2024. This corresponds to an expected total payment of almost EUR 12 million and a payout ratio of 5%. This dividend proposal has been defined against the backdrop of several key factors: the continued high debt level, the uncertain macroeconomic outlook, and the limited free cash flow from operations given the investment needs in the new campus and the required restructuring costs.
I'm aware that some of you would have hoped for a higher dividend. In the current challenging environment in Germany and for the third year in a recession, we are convinced that this is the right and prudent step. We want to further strengthen the financial position of ProSiebenSat.1. We want to continue to reduce debt as well as improve and strengthen our entertainment business. At this point, I would like to take the opportunity to thank Andreas Wiele on behalf of the entire Executive Board and also personally. Andreas has been Chairman of the Supervisory Board of ProSiebenSat.1 since 2022. His term of office ends with today's annual general meeting, as he has decided not to stand for re-election. For ProSiebenSat.1, the departure of Andreas means the loss of an excellent Chairman with a wealth of experience in transformation. Andreas has consistently driven the necessary transformation of ProSiebenSat.1.
He has always strongly supported our strategy, and his change expertise has been a great help to the company. I'm also especially grateful for his unwavering dedication in representing the interests of the company, its shareholders, and its employees. On behalf of the entire Executive Board, I would like to thank you, Andreas Wiele, for the valuable and very intense dialogue over the last past years. It's been quite a ride together. At the same time, three candidates are standing for election to our Supervisory Board today. Maria Kiriacou was proposed by the Supervisory Board as the successor to Andreas Wiele. She brings nearly 30 years of leadership experience in the global media industry with deep expertise in strategy, operations, and finance. Furthermore, Dr. Katrin Burkert and Simon Schettri will stand for re-election to the Supervisory Board.
All three candidates perfectly meet the requirements of our Supervisory Board, and with their qualification and expertise, they will be able to support my colleagues and me very well. That is, of course, if you share this view and elect the three candidates to the Supervisory Board today. I can't stress this enough. Please exercise your voting rights today. Your vote will determine the future direction of our company. Before I come to the end of my speech, I would like to look at what we expect for 2025. The economic environment remains challenging in the current year. The economy in the DACH region in particular is still suffering in comparison to other European countries. We have experienced a weak first quarter this year, especially compared to the strong first quarter in 2024.
In comparison to last year, we expect the revenues distribution to be opposite, with a weaker first half of 2025 and a stronger second half of the year. With the sale of Verivox, we have adjusted our outlook. We expect our revenues to reach EUR 3.85 billion with a plus-minus of EUR 150 million. For our adjusted EBITDA, we expect EUR 520 million with a plus-minus of EUR 50 million and an adjusted net income of EUR 215 million. Dear shareholders, in the past year, we have reached many important milestones for ProSiebenSat.1. We have improved our ratings. We have narrowed the market gap to our main competitor, RTL. We have heavily invested in Join with strong and promising results. We have sold several major shareholdings, and we will continue to do so.
Our challenges will remain big, but we have a clear strategy, and we will continue to deliver on executing it. I'm confident that we are on the right track to achieving our goal: becoming the number one entertainment player in the German-speaking region. I really look forward to everything that lies ahead of us. [Foreign language] . Thank you very much for your attention.
[Foreign language]
Dear Bert, thank you very much for your speech, both with regard to the company and, of course, also your very friendly words. Let me continue to wish you the best of success. I'm very sure that together with Maria, the cooperation will be just at least just as good and as successful. Now, let me hand the floor over to Martin Mildner, the group's CFO, for his explanations regarding agenda 15.
Thank you, Andreas.
Ladies and gentlemen, also a cordial welcome on my behalf. Allow me now to provide you with some explanations on item 15 of today's agenda, which relates to the conclusion of a domination agreement between ProSiebenSat.1 Media SE and Join GmbH. The Executive Board, together with the management of Join GmbH, has prepared a detailed written report on this matter, which has been available on our website since the Ordinary General Meeting was convened. I just want to briefly discuss the key aspects and refer you to the written report mentioned above for further details. ProSiebenSat.1 Media SE currently holds all shares in Join GmbH indirectly through its wholly owned subsidiary, 71 Entertainment Group GmbH. The Executive Board is currently reviewing measures for the corporate restructuring of the ProSiebenSat.1 group, which may result in the termination of the shareholding structure between ProSiebenSat.1 Media SE and Join GmbH described.
In particular, consideration is being given to merging 71 Entertainment Group GmbH into Join GmbH in order to bundle the broadcasting and streaming business in Join GmbH. This operationally driven measure has the side effect that Join's starting losses can be combined with the profits of 71 Entertainment Group and can thus be utilized for tax purposes. The planned conclusion of a domination agreement directly between ProSiebenSat.1 Media SE as the controlling company and Join GmbH is intended to ensure under company law that ProSiebenSat.1 Media SE will continue to be able to issue direct instructions to Join GmbH in the future, even in the event of such restructuring. Furthermore, the domination agreement is intended to ensure that Join GmbH remains organizationally integrated within ProSiebenSat.1 Media SE for the purposes of maintaining a VAT group. The domination agreement thus serves to maintain an efficient tax structure within the ProSiebenSat.1 group.
The content of the domination agreement is largely prescribed by law and is printed in the invitation to the ordinary general meeting. In particular, Join GmbH submits to the management of ProSiebenSat.1 Media SE. Correspondingly, the agreement refers to the obligation of ProSiebenSat.1 Media SE to compensate Join GmbH for any losses as required by law in the domination agreement. Thank you.
Lieber Martin, auch dir besten Dank.
Martin, thank you very much for your explanations and also for your work last year, in particular in connection with the divestment of Verivox and the new agreements with General Atlantic. Ladies and gentlemen, now we'd like to report to you the results of the internal investigation at the Supervisory Board commission in connection with issues relating to the Jochen Schweizer MyDays voucher business.
As you know, on the 1st of March 2023, the Supervisory Board more than two years ago commissioned an investigation to understand how it was possible that two indirect subsidiaries, MyDays and Jochen Schweizer, violated applicable law for many years without this being stopped. In July last year, the Supervisory Board discussed the facts of the case in detail with its legal advisors. We discussed together where we believe former members of the Executive Board breached their duties, what claims for damages arise from this, how valuable these claims are, and to what extent it is in ProSiebenSat.1's interest to pursue these claims for damages. We've discussed these decisions at length, weighed them very carefully, and it's not been easy decisions that we had to make.
In the end, we decided to pursue claims for damages and enter into negotiations with the relevant D&O insurers regarding the settlement of the claims. We have also coordinated these steps closely with the current Executive Board and its advisors because the Executive Board is also pursuing claims for damages based on the facts established. These claims are directed against other parties, which is why close coordination between the two workflows is necessary. You may be wondering why, even more than two years after discovering the incident, we have not named names, even though the matter has been fully investigated internally. There are two compelling reasons for this. On the one hand, fairness in our understanding of the law dictates that we do not disclose the names of those affected in the context of ongoing legal proceedings.
On the other hand, doing so would simply weaken our negotiating position and thus also your interests as shareholders. Now, with some delay, let me announce the current attendance rate, which already has been published on our shareholder portal. Of the company's registered share capital of EUR 233 million, divided into 233 million no-par value shares, 34,616,447 no-par value shares, with as many votes, are represented in the general meeting by the proxies appointed by the company. This corresponds to 14.86% of the registered share capital. In addition, absentee votes were received for 44,543,334 no-par value shares, which roughly corresponds to 19.12% of the registered share capital. In total, this corresponds to 79,159,781 no-par value shares, with as many votes, or 33.97% of the registered share capital.
Allow me to also point out that 70,471,014 shares, with as many votes, are currently represented by shareholders who are connected to the meeting electronically or represented by proxies and by proxies of shareholders who are connected to the meeting electronically. So far, they have not exercised their voting rights. If the voting rights attached to these shares were also exercised, this would result in a total of approximately 64.22% of the share capital being represented at the meeting. A total of 474 shareholders or shareholder representatives are currently connected to the meeting electronically. Before we enter into the general debate, I shall now call the other items on the agenda. On agenda item 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.
Since the convention of the general meeting, the number of our treasury shares has decreased, which means the total number of dividend-bearing shares has increased accordingly. That is why the Executive Board and the Supervisory Board have adjusted the proposal regarding the use of balance sheet profits accordingly, with the payout amount increasing to EUR 11,614,587.70, and the balance to be carried forward to the new accounting period has been reduced accordingly. This updated proposal for the use of the balance sheet profits has been published on the website of the company under general meeting and can be viewed there at the shareholder portal during the general meeting. Agenda items three and four of the agenda relate to a resolution to be passed on the formal approval of the acts of the relevant members of the Executive Board for the financial years 2022 to 2024.
Let me briefly explain the background to this. Last year's ordinary general meeting decided to postpone the resolution on the formal approval of the acts of Executive Board members Werner Buschor, Ralph Peter Gierig, and Christine Scheffler for the 2022 financial year, and on the formal approval of the acts of Executive Board members Ralph Peter Gierig and Christine Scheffler for the 2023 financial year until the company's ordinary general meeting in the 2025 financial year, which is today. Therefore, a new decision must be made today regarding the formal approval of the acts of Executive Board member Werner Buschor for the financial year 2022. In the case of Ralph Peter Gierig, a decision must be made on the formal approval of his acts for the financial years 2022 and 2023.
In the case of Christine Scheffler, a decision must be made on the formal approval of her acts for the financial years 2022, 2023, and 2024. Last year's postponement took place against the background of the internal investigation, so it was postponed a second time. Management has now proposed that Mr. Gierig and Mr. Buschor not be granted formal approval of their acts. Werner Buschor's case only applies to the 2022 financial year as he left the company in that year. In Ralph Gierig's case, this also affects the 2023 financial year as he did not leave the company before April 2023. In both cases, there are breaches of duty in connection with the facts on the investigation, which, in the opinion of management, preclude a formal approval of their acts. The situation is somewhat different from the management point of view in the case of Ms. Scheffler.
The formal approval of her acts for the years 2022 to 2024 is to be postponed again. As mentioned earlier, she left the company in 2024. Her role in relation to the ZAG issue may need to be reassessed once the ongoing discussions have been concluded. Therefore, the ordinary general meeting in the 2026 financial year should decide on the formal approval of her acts. Against this background, the Executive Board and Supervisory Board propose not to grant formal approval to the members of the Executive Board, Werner Buschor and Ralf Gierig, for their acts in the 2022 and 2023 financial years, respectively.
Also, to postpone the resolution on the formal approval of board member Christine Scheffler for her acts in financial years 2022 to 2024 until the ordinary general meeting in the year 2026, and to grant formal approval to the other members of the Executive Board for their acts in the 2024 financial year. In doing so, the formal approval or the postponement of the formal approval of the acts for each member of the Executive Board and each financial year shall be voted on separately, i.e., by way of individual formal approval for each relevant financial year. Even if management proposes not to grant a formal approval to a member of the Executive Board, you must vote yes on the relevant resolution proposal if you wish to endorse this resolution proposal.
If you wish to vote for the formal approval of the relevant member of the Executive Board contrary to the management's proposal, you must reject the management's proposal and vote no. Under agenda item 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 2024 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 six provides for the appointment of the auditor. Based on this recommendation and preference of the Audit Committee, the Supervisory Board proposes PricewaterhouseCoopers GmbH again for election as auditor for the company and the group at today's general meeting. Under item 6.2 of the agenda, PricewaterhouseCoopers GmbH is also proposed as the auditor of the sustainability report.
Both sub-items will be voted on individually. Item number seven on the agenda relates to the resolution on the approval of an updated compensation system for the members of the Executive Board. In April 2025, the Supervisory Board adopted a revised compensation system for the members of the Executive Board, which updates and makes selective changes to the previous compensation system from 2021. This updated compensation system has been available on the company's website since the Ordinary General Meeting was convened. Item eight on the agenda relates to the resolution on the confirmation of the compensation of the members of the Supervisory Board. More details on the compensation or remuneration of the Supervisory Board, which is to remain unchanged, and on the underlying system are again provided in the invitation to the ordinary meeting of shareholders. The proposal is to confirm this system unchanged.
Under item number eight of the agenda, the ordinary general meeting is asked to approve the compensation report for the 2024 financial years. The compensation report and the corresponding audit opinion of the auditor have been available on the company's website since the ordinary general meeting was convened. Agenda item ten provides for elections for three Supervisory Board positions. As already explained, the Supervisory Board proposes Maria Kiriacou, Dr. Katrin Burkert, and Simon Schettri for election. Further information on the candidates proposed by the Supervisory Board can also be found in the invitation to the ordinary general meeting and in their CVs, which have been available on the company's website since the ordinary general meeting was convened. Agenda item eleven provides for a resolution on the amendment to the articles of association.
The Executive Board is to be authorized to hold the Ordinary General Meeting in a virtual format for the next two years as well. Under items twelve and thirteen of the agenda, the company is to be granted a new authorization to acquire and use treasury shares with the option of including subscription rights, whereby the acquisition of treasury shares may also be effected using derivatives. The previous authorizations expired in the year 2024. The Executive Board has provided detailed written reports on these agenda items, which have been available on the company's website since the Ordinary General Meeting was convened. Agenda item fourteen concerns the resolution on the creation of a new authorized capital with the authorization to exclude subscription rights and the simultaneous cancellation of the existing authorization of the Executive Board to issue convertible bonds and/or option bonds and the associated contingent capital 2021.
The Executive Board has also provided a detailed written report on this agenda item, which also has been available on the company's website since the Ordinary General Meeting was convened. Finally, under agenda item fifteen, a resolution is to be adopted on the approval of the conclusion of a Domination Agreement between ProSiebenSat.1 Media SE and Join GmbH. With regard to the background and details of these reorganization measures, I'd like to refer to the previous oral explanations by the Executive Board and the written explanations documents that you're going to find in the invitation to the Ordinary General Meeting and on the company's website. For the exact wording of the resolutions proposed by management on items two to fifteen of the agenda, please also let me refer you to the invitation to this meeting, which might come as a surprise.
Since the general debate is about to begin, this concludes the public broadcasting part of the ordinary general meeting. Let me now ask our technicians to stop the internet broadcast available for the public at large.