Independent Assurance Report

To the Management Board of ProSiebenSat.1 Media SE, Unterföhring

We have been engaged to perform an independent limited assurance engagement on selected indicators for the business year 2015, including the explanatory notes, published in the “Public Value and Sustainability at ProSiebenSat.1” report (further “the Report”) of ProSiebenSat.1 Media SE, Unterföhring (further “ProSiebenSat.1”).

The following selected indicators are in the scope of our assurance engagement:

• GRI G4-EN15 and GRI G4-EN16: Direct greenhouse gas emissions (Scope 1) and indirect energy related greenhouse gas emissions (Scope 2).
• GRI G4-EN17: Other indirect greenhouse gas emissions (Scope 3) from upstream and downstream value-added steps for the categories “Waste generated in operations”, “Fuel and energy related activities not included in scope 1 or 2”, “Business travel” and “Employee commuting”.

Management´s Responsibility for the Report

The legal representatives of ProSiebenSat.1 are responsible for the preparation of the Report in accordance with the Reporting Criteria. The selected indicators are orientated towards the principles and standard disclosures of the G4 Sustainability Reporting Guidelines of the Global Reporting Initiative, the Corporate Accounting and Reporting Standard (Scope 1 and 2) and the Corporate Value Chain Standard (Scope 3) of World Resources Institute/World Business Council for Sustainable Development, supported by internal guidelines as presented in the explanatory notes, as Reporting Criteria.

This responsibility includes the selection and application of appropriate methods to prepare the Report and the use of assumptions and estimates for individual qualitative and quantitative sustainability disclosures which are reasonable under the circumstances. Furthermore, this responsibility includes designing, implementing and maintaining systems and processes relevant for the preparation of the Report in a way that is free of – intended or unintended – material misstatements.

Independence and Quality Assurance on the Part of Auditing Firm

We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Accountants (IESBA-Code), which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior.

The quality assurance system of the KPMG AG Wirtschaftsprüfungsgesellschaft is based on the International Standard on Quality Control 1 „Quality Control for Audit, Assurance and Related Service Practices“ (ISQC 1) and, in addition on national statutory requirements and professional standards, especially the Professional Code for Certified Accountants as well as the joint statement of WPK (Chamber of Public Accountants) and IDW (Institute of Public Auditors in Germany): Requirements for quality assurance in the auditing practice (VO 1/2006).

Practitioner’s Responsibility

Our responsibility is to express a conclusion based on our work performed and the evidences obtained on the selected indicators.

Nature and Extent of the Assurance Engagement

We conducted our work in accordance with the International Standard on Assurance Engagements (ISAE) 3000 (Revised): “Assurance Engagements other than Audits or Reviews of Historical Financial Information” and the International Standard on Assurance Engagements (ISAE) 3410: “Assurance Engagements on Greenhouse Gas Statements” of the International Auditing and Assurance Standards Board (IAASB). These standards require that we comply with our professional duties and plan and perform the assurance engagement to obtain a limited level of assurance to preclude that the above mentioned selected indicators are not prepared, in all material respects, in accordance with the aforementioned Reporting Criteria. In a limited assurance engagement the evidence gathering procedures are more limited than in a reasonable assurance engagement and therefore less assurance is obtained than in a reasonable assurance engagement. The choice of audit procedures is subject to the auditor’s own judgement. This includes the assessment of the risk of material misstatement in the Report under consideration of the Reporting Criteria.

Within the scope of our engagement, we performed amongst others the following procedures when conducting the limited assurance:

• An evaluation of methods and boundaries used for the calculation of the carbon footprint.
• An evaluation of the design and implementation of the systems and processes for the collection, processing and control of selected indicators of the carbon footprint included in the scope of this engagement, including the consolidation of the data.
• Interviews with relevant staff at Group level responsible for providing the data, carrying out internal control procedures and consolidating the data.
• Evaluating internal and external documentation to determine whether the selected indicators are supported by sufficient evidence and presented in an accurate and balanced manner.
• Visits to the headquarters in Unterföhring in order to evaluate the local data collection and reporting process as well as the reliability of data.
• Analytical assessment of data and trends which were consolidated on Group level and reported by sites and national subsidiaries.
• An evaluation of the overall presentation of the selected indicators, including the explanatory notes, in the Report.

Conclusion

Based on the procedures performed and evidences received to obtain limited assurance, nothing has come to our attention that causes us to believe that the selected indicators, including the explanatory notes, for the business year 2015 are, in all material respects, not prepared in accordance with the Reporting Criteria.

Recommendations

Without affecting the conclusion above, we recommend to further increase the coverage of measured data within the Group.

This assurance report is issued based on an assurance engagement agreed upon with ProSiebenSat.1. The assurance engagement to obtain limited assurance is issued on purpose of ProSiebenSat.1 and the assurance report is solely for information purposes of ProSiebenSat.1 on the results of the assurance engagement. This assurance report must not be used as basis for (financial) decision-making by third parties of any kind. We have responsibility only towards ProSiebenSat.1. We do not assume any responsibility for third parties.

Munich, June 29, 2016

KPMG AG
Wirtschaftsprüfungsgesellschaft