Dear shareholders, ladies and gentlemen. Welcome to the annual general meeting of ProSiebenSat.1 Media SE. Thank you for joining us today. My name is Maria Kyriacou, and it has been a privilege to serve as Chairwoman of the Supervisory Board for just over a year now. As you will notice, I will not be chairing today's proceedings personally. Our meeting will be conducted in German, and as I do not speak the language sufficiently to lead the session with the precision it deserves, I have asked Michael Eifler to chair today's AGM. Michael is a member of the Supervisory Board of ProSiebenSat.1 and is a highly regarded lawyer who has been active in corporate law for around three decades now. We are fortunate to have his professional experience at the helm today.
Before I hand over to Michael, I would like to share the Supervisory Board's perspective on the past year. It has not been an easy 12 months. The economic situation in the DACH region remains challenging, and the global events continue to create volatile environment for all of us. Despite these headwinds, we have stayed the course. We have sharpened our focus on our core entertainment business. We successfully divested non-core assets, finding excellent new owners for businesses that no longer fit our long-term strategy. Last summer, we initiated a major efficiency and savings program. We know this was difficult period for our staff, and we are grateful for their resilience. The results of these efforts are visible in the improvement in our Q1 EBITDA margin. Very importantly, our digital transformation continues to gain real momentum with our streaming platform Joyn showing outstanding development.
Marco Giordani and Bob Rajan have made a significant positive impact on the group since their appointments in November of last year. They are setting the right course, placing a rigorous focus on cash management and reorganizing the structure to be leaner and faster. Their progress in focusing on entertainment and executing strategic divestments has been very impressive. I am also delighted that Luca Poloni has taken over the role of COO and member of the Executive Board, bringing his technology and AI experience to further strengthening our operational core. On behalf of the entire Supervisory Board, I would also like to express my heartfelt gratitude to two colleagues who are moving on. Dr. Katrin Burkhardt will be leaving the Supervisory Board after this meeting, and Professor Dr. Cai-Nicolas Ziegler will not be standing for re-election.
I want to thank both of them sincerely for their dedication, their expertise, and their significant contributions over the past three years. We wish them both the very best for their future endeavors. Finally, I would like to thank you, our shareholders, for your continued engagement and trust in ProSiebenSat.1. We are convinced that the strategic path we are on is the right one to create long-term value. With that, I formally hand over to Michael, who will now officially open the annual general meeting. Thank you very much.
Thank you, Maria. Shareholders, shareholder representatives, members of the press, ProSiebenSat.1 employees, colleagues on the executive board and the supervisory board, ladies and gentlemen. On behalf of the supervisory board, I would like to extend a cordial welcome to you. My name is Michael Eifler, and I hereby declare today's ordinary general meeting of ProSiebenSat.1 Media SE open, and I'm happy to chair this annual general meeting pursuant to a directive from the chair of the supervisory board. 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. The virtual format makes it easier and more convenient for our shareholders, many of whom are based outside the region and abroad. Sorry for the brief interruption.
They enable shareholders or their proxies to participate in the annual general meeting when they're based outside the region abroad. Furthermore, the virtual format is significantly more cost-effective than an in-person event, a factor to which we have attached particular importance in light of the ongoing cost-saving program and the minimum dividend proposed to you today. We are aware that the virtual format is not welcome by everyone in the same way. The executive board and we on the supervisory board have therefore discussed the issue of the meeting format at length. We weighed the options carefully, and for the reasons stated, we have made a conscious decision to hold this year's annual general meeting in a virtual format. This year's annual general meeting, which will be held virtually, will be broadcast from the offices of Seven.One Production GmbH in Täferrot.
Our shareholders and their authorized representatives can follow the entire general meeting live via our shareholder portal, which is available on our website with audio and video in German, in English translation, and as a broadcast in German sign language. Members of the public who are interested also have the opportunity to watch the annual general meeting live online until the conclusion of the supervisory board's report and the executive board's report. Members of the press can watch the entire annual general meeting live. All the members of the executive board and supervisory board are present at today's meeting. Marco Giordani, as CEO, Luca Poloni as a member of the executive board, and Bob Rajan as interim CFO, have taken their seats alongside me.
Even though Maria Kyriacou and myself are the only members of the supervisory board on stage, all the other members of the supervisory board, as you can see, and I would like to ask our technical team to allow our viewers to take a look at the other members of the supervisory board. They are participating here at the general meeting today. I would also like to welcome the two proxies appointed by the company, Ms. Birte Stein and Mr. Max Brandstetter, who are also here today. Allow me also to welcome the notary public, Dr. Simon Weiler, who will record the minutes of this ordinary general meeting and who is also present on-site today for this purpose. The shareholder portal, which I mentioned before, is an essential tool for shareholders entitled to participate or their proxies to exercise their shareholder rights at today's virtual annual meeting.
If you have not already done so, please familiarize yourself with our shareholder portal. One final note. The general meeting, and particularly 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 portion of the annual general meeting that is open to the general public. 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.
Shareholders or their proxies who wish to speak and/or ask questions may register to speak via the virtual Request to Speak desk or button on the shareholder portal. This has been possible since 9:30 A.M. today. I will go into more detail later on about the procedure for requesting and giving the floor. As chairman of the 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. In this manner, a request for information regarding details that the executive board has provided to a shareholder outside of the general meeting may also be submitted up until the close of the debate.
In addition, from the opening of today's general meeting just a few minutes ago until the end of the meeting, objections to one or more resolutions of the general meeting can be lodged 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. If you feel that the company has not adequately answered a question you asked verbally, or if your question was overlooked, I ask you first to submit another request to speak via the shareholder portal and then to repeat your question.
The invitation to the general meeting was published in the Federal Gazette on the April 8th, 2026 and was also published throughout Europe on the same day. As of that date, the invitation to the annual general meeting has also been available on the company's website. I hereby note that today's general meeting was convened in due form and time according to the law and the articles of association. A specimen copy of that publication is available to the notary public and will be attached to the minutes of the general meeting. From the time the 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 on our website now during the ordinary general meeting.
The company has not received any requests for items to be added to the agenda. Any counter motions or election proposals submitted by shareholders have been published on our website. I will provide further details regarding counter motions or nominations or election proposals during the explanation of the vote. We received two statements from shareholders regarding items on the agenda, two comments from shareholders, and we have published these on the Shareholder Portal along with the relevant details. As announced, I would like to return to the procedure for requesting the floor. If you would like to speak on the agenda or if you would like to ask questions during the general debate, please register your request to speak in Shareholder Portal via the Virtual Speakers Desk. Please follow the instructions on the Shareholder Portal.
All contributions must be delivered in German, although contributions in German Sign Language are also permitted. We will contact the persons who have registered their request to speak in due course in order to call them into the so-called virtual waiting room and check the good working order of the video communication channel. For you to be able to take the floor, you must have a camera and a microphone, which can be accessed through your browser. If the good working order of the video communication cannot be guaranteed, we reserve the right to reject your request to speak. When you register your request to speak, please also, and this is on a voluntary basis, please also provide your email address and telephone number 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 general meeting in the virtual waiting room until they are activated for their contribution by me and connected to the meeting via live audio and video. Of course, you may also sign up to speak during the debate as long as the list of speakers remains open. However, I would be grateful if you registered as early as possible so that I can estimate just how many speakers we can expect. Now, if you have declared your intention to submit a motion or election proposal in the form of a comment when registering your request to speak, please present this motion or proposal 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 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. Here are a few notes regarding the voting process. During today's General Meeting, voting rights can be exercised via the shareholder portal, by electronic absentee vote, or by authorizing the company's proxies and issuing instructions to them. Electronic absentee votes can be submitted, changed, or revoked via the shareholder portal until the time announced by me in the context of the vote. Proxies and instructions to the company's proxy holders may also be granted, amended, or revoked via the shareholder portal up until the deadline I announced in connection with the voting process.
I will remind you again later to cast your vote, but I would like to ask you even now to vote in good time. The voting results will be determined by processing the electronically recorded votes. Now, if you have received several sets of access data, for example, in the case of several securities accounts, you must log in to the shareholder portal with a different access data separately for each of your shares in order to exercise your voting rights, and you must cast the electronic absentee vote or authorize and instruct the company's proxies. Ladies and gentlemen, let us now start the agenda. For the content of the agenda, I would like to refer you to the notice convening this general meeting, which was published in the Federal Gazette on the April 8th, 2026. Let me now call item one on the agenda.
This item relates to the presentation of the adopted financial statements of ProSiebenSat.1 Media SE, and the approved consolidated financial statements, each as of December 31st, 2025, and the summarized management report for ProSiebenSat.1 Media SE and the group, and the report of the Supervisory Board, each for the financial year 2025. The documents mentioned have been available for download from the company's website since the date the general meeting was convened and continue to be available there. The auditors, PricewaterhouseCoopers GmbH, Wirtschaftsprüfungsgesellschaft audited the financial statements, the consolidated financial statements, and the summarized management report for the financial year 2025, and they issued their unqualified audit opinion. Following its own audit and review, 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 of the German Stock Corporation Act, and the Supervisory Board has also approved the consolidated financial statements. The subject matter of the audit also included the sustainability report. I will now provide you with a summary report on the work of the Supervisory Board during the 2025 fiscal year. The detailed written report of the Supervisory Board can be found on pages eight through 21 of the 2025 annual report. In my remarks that will now follow, I will therefore focus on selected key aspects. In fiscal year 2025, the Supervisory Board held five regular meetings and 25 special extraordinary meetings. 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 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. On the Supervisory Board, we worked closely with the Executive Board to navigate the challenging market environment, particularly in the German TV advertising market, and we engaged intensively with the business and financial situation, the strategic direction, cost-cutting and efficiency measures, as well as the continued focus of the portfolio on the core entertainment business. This included, among other things, reviewing the sale of the non-strategic investments Verivox, About You, Urban Sports Club, and wetter.com. Last year, the former Executive Board implemented a comprehensive restructuring program and cut more than 400 jobs.
This has set the course for the future of the group. It was a very challenging time for the entire workforce and for management. I would therefore like to express my sincere gratitude on behalf of the entire Supervisory Board to all employees for their dedication and hard work. A central focus of our activities was the public takeover bid by MFE and the partial acquisition offer by PPF. In this context, we issued several recent statements together with the Executive Board. In early August 2025, following an increase in the consideration offered by MFE, we reviewed the amended offer structure and together with the Executive Board, we recommended acceptance of the offer. We also dealt extensively with personnel and appointment issues on the Supervisory Board and the Executive Board.
These included the orderly succession of Dr. Andreas Wiele by Maria Kyriacou as Chairwoman of the Supervisory Board, the re-election of Dr. Katrin Burkhardt and Simone Sole, and the court-ordered appointment of Simone Sole and myself following the departure of Klára Brachtlová and Christoph Mainusch. Furthermore, the comprehensive changes on the Executive Board with the appointment of Marco Giordani as Group CEO and Bob Rajan as Interim Group CFO, and the mutually agreed departure of Bert Habets, Martin Mildner, and Markus Breitenecker. On behalf of the entire Supervisory Board, I would like to thank the Supervisory Board members who stepped down last fall, Klára Brachtlová and Christoph Mainusch, as well as Executive Board members Bert Habets, Martin Mildner, and Markus Breitenecker for their dedication and hard work. Another key focus of our Supervisory Board's work was executive compensation and corporate governance.
We have revised the compensation system for Executive Board members as scheduled with the involvement of an independent compensation consultant. The 2025 Executive Board compensation system was approved by last year's annual general meeting. In light of our new majority shareholder, MFE, we have taken a closer look at transactions with related parties and the handling of potential conflicts of interest. In this context, we established a related party transactions committee, which, among other things, prepared the coordination agreement between ProSiebenSat.1 and MFE, as well as two temporary staffing agreements with MFE companies. At the same time, potential conflicts of interest involving individual Supervisory Board members were managed through restrictions on information access and absence from meetings during discussions of certain agenda items and abstentions from voting. In addition, we oversaw several financing measures on the Supervisory Board.
We approved a financing package provided by MFE totaling EUR 2.1 billion to secure termination rights related to a change in control, as well as the conclusion of a loan agreement with an international banking consortium. Finally, we received reports on the pursuit of claims for damages against former members of the executive board in connection with violations of the Payment Services Supervision Act in the voucher business of Jochen Schweizer and mydays, as well as on negotiations with the relevant D&O insurers regarding a settlement of claims. In the Audit Committee, we closely monitored financial reporting, the effectiveness of internal control, compliance, and risk management systems, as well as cybersecurity. Finally, we devoted extensive attention to financial and sustainability reporting.
In the Audit Committee, the annual and consolidated financial statements as of December 31st, 2025, the summarized management report, the sustainability report, were all prepared and discussed in detail with the auditor. The Supervisory Board approved the documents, endorsed the Executive Board's proposal for the use of balance sheet profits, and in light of the growing importance of ESG issues, commissioned an external content review of the sustainability report by PwC. In closing, on behalf of the Supervisory Board, I would like to express our gratitude to the Executive Board for their trusting cooperation and successful work. Before I now hand over to our CEO, Marco Giordani, who will report on the state of the company and the group, let's watch the ProSiebenSat.1 trailer.
ProSiebenSat.1. We are the home of first-class entertainment and exciting infotainment. [Non-English content] Every day we inspire millions of people with our programs and offerings. "Ready, steady, go." This is how we create unique moments of entertainment. We are local and live and stand for entertainment with attitude on every platform, at any time, linear and digital. [Non-English content] ." Entertainment is our core business and the engine of our success.
Miss Germany 2026 [Non-English content] Rose.
With our 15 TV channels, we reach around 70 million viewers every month in Germany, Austria, and Switzerland. With our digital platforms, we inspire up to 17 million users every month. [Non-English content] On our streaming platform, Joyn, we bundle our strong TV brands with a total of over 80 live channels.
[Non-English content]
More than 60,000 hours of on-demand content. [Non-English content] We want to offer the largest entertainment program in the German-speaking region, freely available to everyone, with exclusive offers, even more shows and series, more news. [Non-English content]
[Non-English content] newstime.
Sports. [Non-English content]. Content for the young target group. [Non-English content] . We have a clear claim. Viewers and users first. [Non-English content] . I love it. All our offers are tailored to the needs of our viewers and our users. [Non-English content] ? [Non-English content] . We connect our unique entertainment program with our ventures approach. We promote the rapid growth of young companies through our advertising power and strengthen digital consumer brands who benefit from our entertainment business. Already established consumer brands and our online dating offerings are bundled in the Commerce and Dating segment. We invest in attractive content, maximize our reach also through partnerships, and diversify our monetization. We pursue a clear goal in everything we do: to further expand our leading position in the German-speaking entertainment market and create long-term value for our stakeholders.
[Non-English content] . [Non-English content] . Focused, profitable, and wide-reaching. [Non-English content] . ProSiebenSat.1 Media SE.
Ladies and gentlemen, dear shareholder, welcome to the ProSiebenSat.1 Group annual shareholders meeting. It's my first shareholders meeting, and I'm very happy to be with you today, and thank you for taking the time to participate to it.
Let me introduce myself a little bit before starting. I've been working in listed company since mid-1990s, so it's almost 30 years that I'm part of boards, and I'm really becoming a strong leader in the media industry because I joined Mediaset in 2000, and it is 25 years that I'm part of this industry. As you know, I joined ProSiebenSat.1 Group in mid-October as a Group CEO, and it has been a real privilege to be part of this group and then also an honor to be part of a group that has been so important in the media space in Germany. Let me first of all thank all the colleagues, the employee, and the work council for the open welcome I received when I joined in October.
Let me also say that the people here in ProSieben has been great in accepting new management team, new way of working, a new strategy in a very open and professional way. That has been a great advantage for us and I believe also for you shareholder, because that was the way in which we were able to work immediately on the future and on the next step in our journey to create value for all the shareholder. The Executive Board started immediately to work in a refocusing of the group in the entertainment sector. We were coming from a very diversified group with a lot of activities, with some growth in some of that area, but with some problem of profitability. We immediately refocus the group in the entertainment sector. We think that these are our heritage.
It is where we are good in. That's the reason for which we will take the group as much as possible, focusing the entertainment group becoming a strong German media powerhouse and trying to maximize the value for you shareholder in the next years, focusing on media and on the real asset of this company. I have to tell you that the macros didn't help us a lot in the last month. As I told you, we are focusing on ourself. We will work on what we have. We will take ProSiebenSat.1 Group in the future, expecting better news from macroeconomics, mainly focusing on what we can deliver by ourself. Let me now take you through how we are changing the group and how we are focusing ProSiebenSat.1 in a new leader in the German media space.
Over the past month, as I told you, we were trying to refocus the group in the media sector, and I will take you through the fundamental step we went through to take ProSieben in this new journey. First of all, we reshaped the organization. As you probably have heard, we have reorganized the group in two main segments, entertainment and commerce and dating, trying to simplify the structure of the group and allowing the top management to be focused on the priority. The second element we were focusing on that we deliver at the beginning of this year was a new organization. A new organization based on two main principles, accountability and responsibility. The new leadership team are now in place since the beginning of the year, and they are working closely to their management team to reach the objective that we were giving to them.
We have defined five strategic priorities, now I will take you through all of them, starting from the most important one, Content. When you are a media company, content are clearly crucial. In these days, which kind of content, how you are going to treat it and manage it is more important. We will focus ourself more and more on local German and DACH region content, trying to differentiate ProSiebenSat.1 Group from the rest of the platform that are probably a little bit more international and less engaging in terms of what content they are providing for. We start from a very large number of brands. We have very popular stars, we have very good creator people in the media industry that can grant the taste and the habits that the German, the Austrian, the Swiss people are willing to watch. That's our asset.
We will try to focus more and more in that, and we will certainly become more and more popular in the households if we are able to invest more in that respect. Our flagship format will stay, will be developed. We will focus on their update format and to keep them always very new, fresh, and popular in the German, let's say, habit. The investment in content will go on to be our main focus. All we can get out of every savings, we can get out of other part of the business will be reinvested. We feel that our content will be more and more important because it's where the people is really recognize the difference between us being a German media company versus the other international group. The second priority, it's multichannel.
We were coming from a world where the only distribution platform we had was the TV, the linear TV, and that was an easy game. Clearly, everything was very simple. Our content was just broadcast, and all the viewers were watching them. Clearly, the technology has developed, the platform has developed. Now the world is much more complex. We have much more competition. We have many platforms, we cannot, let's say, stay still in what we were doing. That's the reason for which we launch Joyn, and successfully develop. That's clearly the second pillar of our distribution channel, together with the TV channel in our portfolio.
We cannot forget that there are other distribution channels that we don't manage, typically social media, YouTube, TikTok, other distribution platform in which we have to be present with our brands and content because that's the way in which we can promote, and we can sustain, and we can engage customer to our brand and to our stars. Our multi-channel approach will help us to develop a total reach that is going to be our main KPI for the future. We are going to be strong and trying to enlarge the reach as much as possible and be present in all the distribution channel. We have introduced a new KPI that will be our polar star for the future, and it is the Total Video Reach as a central priority of our multi-channel approach.
That's something will be important for us because it will be a measure on how popular and how, let's say, important are our content in the German and DACH families. Just to give you an idea, our starting point, it's pretty impressive. We are already reaching more than 61 million people in Germany, and that will be the base out of which we will try to grow and develop our multi-channel approach. The Total Reach will be our main objective and KPI for the future. With a so large reach, we will certainly focus on the third priority I was mentioning, that is monetization. Monetization is a crucial part of our business model. We have said that content are important, but also the way in which we can finance content is important as well.
Monetization is clearly the word that will help us to fund the content we are producing. As you know, we have a pretty large and complex organization that is targeted to monetize our content. Seven.One Media is our sales house. We have set a new organization. They are trying to reach our customer, our advertiser, and our media agency in a more effective way in order to provide a better experience for our customer. The total reach monetization, it's clearly the natural, let's say, parallel to the Total Video Reach. We will offer to the advertiser a pretty large number of viewer and a pretty large number of user. That's the way in which we can survive to the fragmentation of the viewership, and that's the way in which we will overcome the decline in consumption of total linear TV.
That will allow us to be different in the market and to gain share versus traditional media and also versus the platform. Another important element of the monetization will be the fact that we are now part of a larger group. The MFE Group, it's clearly present now in more than six countries. That will be a clear multiplier for our monetization. The main focus of our sales house will be the German client and the DACH region client. Having, let's say, a large group that can also targeted multinational company with headquarters not in Germany, will be certainly of help in enlarging our footprint and our way of monetizing. Fourth element of our priority, it's something that clearly it's for everyone in these days, tech and AI.
We cannot really see the future without thinking about what the technology can take to us and what AI can change in our business model. That focus, it's very important for our future. There are a lot of discussion about AI and how the technology will change the content world. We think that the creativity will stay human. The content will be always produced by human, but technology and AI can help us in versioning our content, in allowing our content to be more watchable by our viewership in all the platform they are happy to follow. That will be the main step forward.
All the processes, all the activities, and all the organization will be affected by new technology and new AI approach. That will help us to take ProSiebenSat.1 Group in the future, taking, let's say, a modern company that will be leader not only in media but also in the way in which it is organized. Lastly, the fifth priority, clearly the one that is more of interest for you is the financial discipline. We will strictly control cost, we will strictly control investment, looking at the return of it because we think that the value that we can grant to you shareholder will be mainly based on that. Financial discipline also applies to our portfolio of activities outside the entertainment group. We always analyze our portfolio.
We always analyze the future possibility and the future value potential of our assets, and that's an exercise we are currently doing every month, trying to assess whether it is better to stay, to invest, or to exit from some of the asset we were in. Since the January 2025, we have sold nine companies, and that process has been a little bit faster since I joined in October, where the group is more focused on value and where the analysis on the real potentiality of all the asset is being conducted on an ordinary way every month. The divestment will deliver incremental, let's say, value to the group, but also will allow the group to be simpler and also to be more focused on the main target, that is the entertainment group.
As far as the discipline, it's also important that we never forget about the growth, because we are in a sector that sometimes has been considered a declining sector. We clearly don't think that that's the case. We think that we have a lot of opportunity to grow in the entertainment part, and that's the main focus we are going to have in the next months. We have identified more than 20 initiatives that is currently under a very strong analysis. Out of them, we think that we can really find ways to grow and also revenue that will increase our dimension, and will allow us to grant more value to you, shareholder. Now let's move to the main 2025 financial highlights. In 2025, group revenue amounted to EUR 3.675 billion. adjusted EBITDA reached EUR 403 million. Adjusted net income was at EUR 209 million.
The net financial debt improved significantly, and we closed the year-end with EUR 1.343 billion debt, resulting in a leverage ratio of 3.3 times. Since September 2025, MFE became a majority shareholder of ProSiebenSat.1 Group, and that causes the trigger of a change in control clause in our financing package. We clearly renegotiate a new package with financing bank, that we signed in November 2025. In January 2026, we repaid the promissory note amounting to EUR 647 million, and as deleveraging, it's one of our main focus. We have already started to repay our debt using the proceeds of the sales of wetter.com. As a result of the 2025 annual accounts, we are proposing to the shareholders meeting to approve the payment of a dividend of EUR 0.05 for each shares, following what we have done last year.
That event also caused the transfer of EUR 300 million from other profit reserved to balance sheet profit. A week ago, we have published our Q1 result that you have probably seen. That result has been affected by a macroeconomic environment that was not really exciting. You know that German economy and European economy is not really running well because of the international crisis. We were able to improve substantially our profitability, mainly through cash discipline and cost reduction. As you have seen, all the profitability KPI has been improved, and I would like to underline the fact that our EBITDA grew by EUR 50 million, being back to a positive number in respect to the past and the last year negative numbers. Last week, we have also confirmed our 2026 outlook. Clearly, revenue will be adjusted for the sale of Studio71 activities.
As far as profitability and EBITDA and EBIT, we are confirming expectation of a significant increase, EBIT and EBITDA for 2026, whatever context we are going to. The main focus will be on cash, will be on cost reduction and efficiency. As far as the debt, we can confirm a stability in that respect. We are aiming to reach between 3x and 3.5x at the year-end. Before I come to the end, I would like to thank our Chairwoman, Maria Kyriacou, that was very professional in her work and was really contributing to the success and the work of the Supervisory Board. I also thank all the Supervisory Board members for their support and their helps in our professional journey.
Lastly, I would like also to thank Cai and Katrin for their support to the work of the Supervisory Board and the support also to the Executive Board in the past months. Let me just summarize a little bit about where we stand now and where we are going in the future. Over the past months, we have prepared the ground for the future challenge of ProSiebenSat.1, setting up the right organization, starting from the Executive Board with Bob Rajan, that is our CFO, and with the recently appointed Luca Poloni as the COO. Without forgetting the CEO of Seven.One Media, Nicola Lussana, and our Chief Content Officer, Henrik Pabst. Together with their team, we will be able to execute our strategy and to deliver the best result for all shareholders.
Ladies and gentlemen, let me briefly summarize what we are going to achieve and what we are going to target in the next months. As I said, content will remain the central part of our future. We are a media company. Content will be our heart and will be local, engaging, premium, and German, and focusing really the engagement and the activation with the viewership. We will then trying to distribute the content as much as possible on all platform, trying to reach our viewer where they are and where they prefer to watch us. Lastly, clearly, monetization will be crucial to grant profitability and value to all the company and to all shareholders. All that will be done through a strong financial discipline and with a strong usage and development of technology and AI.
That will grant us to create and take ProSiebenSat.1 in the future, being leader in the media space in Germany, but also, let's say, taking our teams in a new world of media. At the same time, we have created a very united and cohesive leadership team, starting from the executive board, but also entering in a more wider organization, and that, I think, it's a great asset. We can combine this advantage with brands, with asset, and with content that we have to take ProSiebenSat.1 in the future and to grant great value for all the shareholders. We are very focused. We have the right team, we have the right brands, we have the right strategy, and we are confident in our ability to create sustainable value. We thank you for your trust, and I thank you for your attention.
Dear Marco, thank you very much for your presentation. Next, Bob Rajan as the Interim Group Chief Financial Officer, and Luca Poloni as the Group Chief Operating Officer will introduce themselves.
Ladies and gentlemen, I would also like to extend a warm welcome to you all. My name is Bob Rajan. I'm very pleased to introduce myself to you today for the first time as a member of the Executive Board. I've been the Interim CFO of ProSiebenSat.1 since October 2025. In this role, my focus is on the group's financial management and stability. This includes traditional finance functions as well as investor relations and also governance, risk, and compliance issues. In addition, I'm responsible for M&A activities and the group's commerce and dating segment. A few words about my background. I was born in Canada in 1974. I studied biophysics and business administration.
Subsequently, I worked in the U.S., the U.K., and Latin America. I've been living in Munich with my family for 16 years now. I have more than 25 years of experience in implementing transformations as well as in the areas of performance optimization and C-level interim management. I've been with the consulting firm Alvarez & Marsal for 19 years. There, I co-lead the European private equity performance improvement group. I began my career at PricewaterhouseCoopers. What I've taken with me everywhere is a clear, fundamental conviction. In the end, it is people who lead a company to success. That is beyond question at ProSiebenSat.1 because we truly have a fantastic team. Everyone in the company wants ProSiebenSat.1 to succeed. Everyone is pulling in the same direction. That is not a given, and it is precisely the foundation on which we will now build.
I am very proud of the entire team. As CFO, I have a clear financial philosophy. Liquidity is not an abstract metric. Rather, it is the foundation of every single business decision. We pay bills with cash, not with adjusted EBITDA. Our clear priority is to establish financial stability. Only with this foundation can we build future growth. I look forward to embarking on this journey together with Marco, Luca, and the entire ProSiebenSat.1 team. Thank you very much for your trust and your support.
Now it's my turn. Good morning, everybody, a warm welcome to you all. My name is Luca Poloni. I'm delighted to introduce myself to you today for the first time as a member of the executive board. On the 1st of May, I took the position of Group Chief Operating Officer at ProSiebenSat.1. I've been with the company since October 2025. Since then, I supported Marco Giordani and Bob Rajan on key strategic and operational priorities that ensure the smooth transition in my role as COO. I'm now responsible for growth and digital business, technology, data and AI, content operation, distribution, and human resources. Allow me to add a few words about myself. I grew up in Milan. I studied business administration. I still spend my weekends in Milan together with my wife, Federica, and our three girls.
My professional life and commitment is and will be fully in Munich. I have over 30 years of international experience in the fields of technology, innovation, and digital transformation. Over the past 10 years, I've held various leadership positions within the MFE Group. Most recently, I was Group Chief Technology Officer and responsible for IT and broadcasting technology for Italy and Spain. Before that, I spent 15 years in consulting, advising leading European companies on growth, strategy, and transformational program. For ProSiebenSat.1, the area of technology, digital business models, innovation, and artificial intelligence have become crucial success factor that we need to pursue. I look forward to strengthening our execution in these fields and thereby driving the growth of ProSiebenSat.1. Let me echoing Marco, telling you that I'm fully convinced that we have the right condition in place.
Strong brands, strong leadership, a clear strategy, and above all, talented people across the company who really want to make the difference. We will build on this to turn this potential into reality. I look forward to taking the road ahead with Marco and Bob and the entire ProSiebenSat.1 team. Thank you very much for your trust and support.
Thank you very much, Bob. Thank you very much, Luca. I will now have a look at the register of attendance that has now been completed. The register of attendance includes all shareholders participating electronically or represented by proxy, all shareholder representatives participating electronically, and the company's proxies present at the meeting venue. These are the attendance figures of today's general meeting. Of the company's registered share capital in the amount of EUR 233 million divided into 233 million no-par value shares, 7,883,694 no-par value shares carrying the same number of votes are represented at the annual general meeting by the proxies appointed by the company. This corresponds to 3.38% of the registered share capital. In addition, absentee ballots for 176,865,374 no-par value shares corresponding to approximately 75.91% of the registered share capital have been received.
In total, this corresponds to 184,749,068 no-par value shares with an equal number of votes or 79.29% of the registered share capital. In addition, I would like to point out that 183,053 no-par value shares with an equal number of votes are currently represented by shareholders or their proxies who are participating in the meeting electronically. A total of 194 shareholders or their proxies are currently participating in the meeting electronically. Before we enter into the general debate, I will now call the other items on the agenda. Please refer to the invitation to the general meeting published in the Federal Gazette for the wording of these agenda items and the corresponding resolutions proposed by the Executive Board and the Supervisory Board. With regard to agenda item two, I would like to add the following.
Here, the executive board and the supervisory board propose to pay out a dividend of EUR 0.05 per share. The number of treasury shares held by the company relevant to the total amount of the distribution has not changed from the number of treasury shares held by the company as of December 31st, 2025, which was taken into account when the proposal for the use of the balance sheet profits was adopted. The proposal for the use of the balance sheet profit submitted by the executive board and the supervisory board in the invitation to the general meeting therefore remains unchanged.
Agenda item three proposes that the resolution on the formal approval of the acts of the Executive Board member Christine Scheffler for her activities as member of the Executive Board of ProSiebenSat.1 in the financial years 2022-2024 be again postponed to the ordinary general meeting of the company in the financial year 2027. Let me briefly explain the background to this. As you know, the resolutions passed to date by the general meeting regarding the postponement of the vote and the formal approval of Ms. Scheffler's actions relate to violations of the Payment Services Supervision Act in connection with the voucher business of Jochen Schweizer and Mydays. The Supervisory Board had commissioned an investigation into this matter to determine how two portfolio companies were able to violate applicable law of an extended period of time.
The company is currently in discussions with the relevant D&O insurers and insured individuals regarding the settlement of the claim. In this regard, the role of Ms. Scheffler, who left ProSiebenSat.1 in March 2024, remains the subject of ongoing reviews. For this reason, the resolution on approving Ms. Scheffler's activities for the remaining periods should be postponed once again. Regarding agenda items 9 and 11, I would like to point out the following. With the conclusion of today's general meeting, the terms of office of Simone Sole and myself will come to an end. In addition, the terms of office of Professor Dr. Cai-Nicolas Ziegler, Katharina Behrends, and Thomas Ingelfinger are set to expire. Finally, Dr. Katrin Burkhardt has resigned from her position effective at the close of this general meeting. Katrin Burkhardt will therefore leave the Supervisory Board. Cai-Nicolas Ziegler will not stand for re-election.
Against this backdrop, under agenda item nine, the Executive Board and the Supervisory Board propose reducing the size of the Supervisory Board from the current nine members to seven members in the future. The aim is to increase the efficiency of the Supervisory Board's work and reduce costs. Katharina Behrends, Thomas Ingelfinger, Simone Sole, and I are standing for re-election today when the general meeting votes on agenda item 11 regarding the appointment of the four seats on the Supervisory Board in line with the reduction in the size of the board. On behalf of Maria Kyriacou and the entire Supervisory Board, I would like to take this opportunity to once again express our sincere gratitude to Dr. Katrin Burkhardt and Cai-Nicolas Ziegler for their dedication and contributions as member of the Supervisory Board over the past three years.
We, the individuals nominated for election by the Supervisory Board today, would like to take this opportunity to briefly introduce ourselves.
It begins, Katharina.
We start with Katharina Behrends. Dear shareholders of ProSiebenSat.1 Media SE, my name is Katharina Behrends. I would like to take this opportunity to introduce myself to you as a candidate standing for re-election to the supervisory board at this year's annual general meeting. I was first elected to the supervisory board in 2023, and during my tenure at the company, we have dealt with various developments affecting our industry. As of last year, together with MFE as majority shareholder, we are committed to building the next chapter of growth at ProSiebenSat.1. Having served as a member of the supervisory board for almost three years now, and with that, as a member of the board's compensation, presiding, and nomination committees, I have jointly with my fellow board members, overseen some important strategic decisions regarding the future of ProSiebenSat.1.
Our work over the past years has been defined by a truly pan-European mindset and a continued focus on innovation and excellence. With that in mind, as a member of the Supervisory Board, I'm determined to contribute to ProSiebenSat.1's commercial success in the years to come. Collaboration on a European level will be key to driving a strong and digital entertainment offering while maintaining a coherent Corporate Governance as part of an international media group, addressing an audience of more than 200 million people today across key European markets. With close to 30 years of experience in working at executive level for international media groups, including NBCUniversal, Sky, Viacom, and A&E Networks, I look forward to being part of ProSiebenSat.1's future journey. The importance of strong European platforms has always been a priority for me.
During my time at NBCUniversal, I spent more than 15 years first successfully establishing and managing the business in German-speaking countries before going on to take charge of other European markets. In 2022, I was appointed the general manager at MFE-MediaForEurope. In that role, I have been responsible for MFE's commercial and regulatory activities in the German-speaking world, working to build closer relationships with ProSiebenSat.1 and the wider German media and entertainment ecosystem. Despite all the challenges that our industry is currently facing, I'm very confident that ProSiebenSat.1 and its current management team are well-positioned. Not just to adapt to a fast-changing media industry in Europe, but to be at the forefront of building a truly European unified audience platform. All of that embedded in an integrated cross-media system that has unparalleled scale and reach.
I've known ProSiebenSat.1 for many years, and I'm very familiar with the company, its people, and its unique culture. I would be pleased to continue contributing to its successful transformation. I therefore kindly ask you for your trust and your vote to support my re-election to the Supervisory Board. Thank you very much.
Katharina.
Dear Katharina, thank you for your presentation. I would now like to pass the mic to Thomas Ingelfinger.
Dear shareholders. My name is Thomas Ingelfinger, I have been on the supervisory board of your ProSiebenSat.1 Media SE for three years now. As already said, today I stand for re-election. For 36 years, I used to work for Beiersdorf AG with brands such as NIVEA, tesa, or Eucerin. Brands which, just like your brands, ProSieben, Sat.1, Kabel Eins, Joyn, thrive on a strong emotional bond, also the ever-increasing necessity of digital communication. For 18 years overall, I spent time in France, England, and Italy, which of course provided me with a very important external view on our DACH region.
I am firmly convinced that the strategic course that Mr. Giordani has already outlined to us this morning is not only correct, but first and foremost, absolutely sound and forward-looking. The focus thereby being on our top brands on the one hand, but at the same time, a focus on local content. I believe that in times where the big American platforms have long since covered completely different content, this is something that is indispensable. We need to look for something that every company worldwide has to look for, namely a competitive edge. The strategy that we have heard of this morning is targeting the most important aspect, namely the competitive edge. As a passionate lover of German films, I am very happy to see that we have a strong foothold and a strong focus on local content.
Against this background, I am really happy in this new mandate to collaborate with my colleagues on the supervisory board and the management board, and of course, all of the great employees of ProSiebenSat.1 Media SE, and take the company to the next step. I would like to thank you for your trust, and am happy to be part of the supervisory board also in the next mandate. Thank you.
Dear Thomas, thank you for your presentation. Now, Simone Sole is going to introduce himself briefly.
Dear ProSieben shareholders, please allow me to briefly introduce myself. My name is Simone Sole. I was first appointed as a member of ProSiebenSat.1's Supervisory Board by court order on the back of MFE's successful acquisition of a majority in ProSiebenSat.1 in October 2025. In this capacity, I have also had the privilege of serving as a member of Audit & Finance Committee, the M&A Committee, and the Capital Markets Committee of the Supervisory Board for the last seven months. As many of you know, I'm currently Group Chief Financial Officer of MFE. I've worked for MFE for more than 25 years, initially with responsibility for investor relations and M&A, before assuming broader role as Group Head of Finance and M&A. My long tenure in finance within the media industry is rooted in my earlier career in the financial industry.
After having worked two and a half years in London as a FX and bonds trader at Banca Nazionale del Lavoro, which is now part of BNP Paribas, I moved to Milan, where I became partners in a leading financial communication and investor relations consultancy involved in major Italian privatization processes. Alongside my experience in corporate finance and investor relations, I bring extensive corporate governance experience in the media industry to my Supervisory Board role in ProSiebenSat.1. Among others, I serve on the board of directors of EI Towers, Medusa, and RadioMediaset in Italy, and between 2011 and 2013, also held a Supervisory Board position in the Endemol Media Group in the Netherlands. My focus has always been on promoting strong financial oversight and governance to enable companies to adapt to a changing and more complex media landscape.
My knowledge of the evolution of ProSiebenSat.1 has deep roots. My relationship with its management began many years ago, even before control passed to private equity funds. More recently, my team and I were MFE reference point within the European Media Alliance initiatives, which ProSieben jointly promoted with the main media in Europe. Given my position in MFE, I have been involved in ProSiebenSat.1 since MFE first invested in the company in 2019. Over the years, I have gotten to know the company, its corporate bodies, and talented people, and I firmly believe that together, we will be able to achieve the ambition of repositioning ProSiebenSat.1 as leading broadcaster and entertainment powerhouse in German-speaking region, and an integral part of MFE pan-European platform. We all know that our industry is facing various challenges that are currently exacerbated by geopolitical conflicts and heightened macroeconomic uncertainty.
The supervisory board's role will be key in ensuring prudent financial planning, a clear strategic focus on entertainment, as well as continued investment into technology and digital companies. Given my extensive background in corporate finance and governance, I will be pleased to support the management team in its effort to seize the opportunity ahead. Alongside my colleague of the supervisory board, I'm committed to contributing meaningful to the future success of ProSiebenSat.1. Thank you, dear shareholders, for your trust and support in advance.
Thank you, dear Simone. Thanks all of you for your introductions. Perhaps I can introduce myself very briefly in this context. I, too, am very pleased to have the opportunity to introduce myself to you today as a candidate for the Supervisory Board of ProSiebenSat.1. I'm a partner at Eifler, Grandpierre Weber, a law firm seated in Frankfurt on the Main. I've been practicing corporate law for about three decades, with a particular focus of my work lying in the areas of corporate governance, M&A, and restructuring. For many years, I have advised both German mid-size companies and international investors on complex business and corporate law issues. In addition to my professional work in Germany, I also have extensive experience advising on cross-border matters. In particular, I have advised numerous Italian companies on investments and activities in Germany.
This international perspective has sharpened my understanding of diverse business and cultural contexts. ProSiebenSat.1 is undergoing a period of profound change. The market environment is challenging, and strategic decisions have a long-term implication. In my view, this makes clear governance, reliable decision-making processes, and transparent financial management all the more important. This is where I see my professional contribution to the work of the Supervisory Board. Since my judicial appointment to the board, I have actively engaged in the work of it. In doing so, it is important that I was also part of the Related Party Transaction Committee. In doing so, it is important to me to support the Executive Board constructively and independently, and I also place great value on taking the interests of all shareholders into account in a balanced manner.
I'm convinced that I can meaningfully contribute my experience and my expertise to the work of the supervisory board. My goal being that I have an objective and value-oriented contribution to the further development of ProSiebenSat.1. I would very much like to continue this work on the supervisory board. Thank you for your trust and cordially ask for your vote. Please allow me to make a brief comment on agenda item 10. Although the general meeting only passed a resolution on the compensation of supervisory board members and confirmed it last year, in the aforementioned effort to achieve cost reductions, the general meeting is nevertheless scheduled to decide today on the adjustment of the compensation of the members of the supervisory board. The total compensation for members of the supervisory board is to be reduced by 10%.
The current compensation structure is to remain in place, and clarification is to be provided regarding the reimbursement of value-added tax in connection with expenses and compensation. Finally, allow me to briefly comment on agenda items 12- 14. This package includes a new authorized capital, a renewed authorization to issue convertible and/or option bonds, the creation of new contingent capital to service these bonds, and a new authorization to acquire and use treasury shares. This package of resolutions is intended to expand ProSiebenSat.1's financing flexibility and provide ProSiebenSat.1 with a robust set of capital structure tools that will enable the company to quickly capitalize on strategic opportunities and support the group's ongoing transformation. As the general debate is about to begin, this concludes the public broadcasting part of the general meeting.
I would now like to ask our technicians to stop the public broadcast of the general meeting via the internet.