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The ProSiebenSat.1 share on the capital market. In 2012, prices on the stock markets rose substantially,
even while fluctuating considerably at times. The first half of the year was characterized
by mixed signals. While policymaker’s measures to contain the European debt crisis, good
economic data from the USA and growing corporate profits in Germany initially provided positive
stimuli, the increasingly tightening budgetary situation of some euro zone countries put
stock markets under pressure in the second quarter. Over the remainder of the year, stock
market sentiment improved again. The main driver of the general share price performance was the
global expansionary monetary policy of the central banks. The stock markets viewed the
announcement of the European Central Bank that it would buy bonds of financially weak EU
states on an unlimited basis as a particularly positive signal. At the end of the year, modest
economic data, renewed uncertainty in the euro zone and the US budget debate only briefly
curbed price performance – the overall upward trend remained intact.
In this trading environment, the DAX, the leading German index, significantly increased by 29.1% compared to the end of 2011 and closed at 7,612 points on the last trading day of 2012. The MDAX also posted considerable growth in 2012 and closed at 11,914 points (+33.9%). The relevant sector index for European media stocks, the Euro Stoxx Media, closed 2012 at 152 points, up 12.6% compared to the end of 2011.
|Only preference shares are listed on the stock exchange. 1Incl. treasury shares. 2 Dividend proposal.|
|Number of preference shares1 at reporting date||Units||109,398,600||109,398,600||109,398,600||109,398,600||109,398,600|
|Number of common shares at reporting date (unlisted)||Units||109,398,600||109,398,600||109,398,600||109,398,600||109,398,600|
|Market capitalization at year's end||EUR m||4,660||3,089||4,923||1,764||525|
|Close at end of financial year (XETRA)||EUR||21.30||14.12||22.50||8.06||2.40|
|Dividend per dividend entitled preference share||EUR||-/-2)||1.17||1.14||0.02||0.02|
|Total dividend||EUR m||-/-2)||245.7||241.2||2.07||2.08|
|Underlying earnings per preference share||EUR||1.97||3.23||1.69||0.88||0.79|
|Dividend yield on basis of closing price||Percent||-/-2)||8.3||5.1||0.25||0.83|
|Total XETRA trading volume||Units m||134.1||233.4||196.5||278.7||313.8|
|XETRA trading volume (average daily trading volume)||Units||527,835||908,214||767,439||1,097,195||1,235,341|
Overall the ProSiebenSat.1 preference share in 2012 performed considerably better than the
relevant indices. The share closed the first half of 2012 up almost 25% at EUR 17.62. Besides
positive stock market sentiment in the early weeks of 2012, the share also benefited from the
company’s good performance, the positive outlook for 2012 and good analyst recommendations.
In the second half of 2012, the ProSiebenSat.1 share’s price performance was temporarily
influenced by rising uncertainty about the economic environment and the advertising market. By
contrast, positive stimulus was provided at the Capital Markets Day in October 2012 as well as
indications of a possible sale of the ProSiebenSat.1 Group’s Northern European TV and radio
activities. From July to December 2012, the share posted an increase of almost 21%. In the year
as a whole, the share climbed almost 51% compared to the end of 2011 and closed at EUR 21.30
on the last trading day of 2012. It achieved its highest closing price of the reporting period on
December 12, 2012 at EUR 23.83. The lowest closing price was at EUR 14.19 on January 5, 2012.
A total of 134.1 million shares (previous year: 223.4 million shares) were traded over the XETRA trading system in the reporting period. This corresponds to an average daily trading volume of 527,835 shares (previous year: 908,214).
|Name||ProSiebenSat.1 Media AG|
|Type of share||No par bearer preference shares|
|Stock exchange listing||Prime Standard/ regulated market|
The analysts’ median price target at the end of the reporting period was EUR 23.25; 39% of analysts recommended the ProSiebenSat.1 share as a buy in 2012. In the year under review, a total of 28 brokerage firms and financial institutions published reports on ProSiebenSat.1 Media AG. For investors, recommendations by financial analysts are an important basis for decision making.
As of: 12/31/2012.
The majority shareholder is Lavena Holding 1 GmbH. The share capital of ProSiebenSat.1
Media AG amounts to EUR 218,797,200 and is made up of 109,398,600 voting non-listed common
shares and 109,398,600 non-voting listed preference shares.
There were no changes to the shareholder structure in the 2012 financial year. The majority shareholder of ProSiebenSat.1 Media AG is Lavena Holding 1 GmbH. It is controlled by funds advised by Kohlberg Kravis Roberts & Co. L.P. (KKR) and Permira Beteiligungsberatung GmbH (Permira). As of December 31, 2012, Lavena Holding 1 GmbH held 88.0% of the voting common shares and 18.0% of the non-voting preference shares. This is a 53.0% stake of the share capital of ProSiebenSat.1 Media AG.
The Dutch media corporation Telegraaf Media Groep N.V. (TMG) holds 12.0% of the voting common stock, equivalent to 6.0% of the share capital. The remaining 82.0% of the preference shares, equivalent to around 41.0% of the share capital, are included in the free float or are held as treasury shares (December 31, 2012: 6,505,750 preference shares held in treasury). Large parts of the listed preference shares are held by institutional investors, most notably from the USA, Germany and the UK.
1 Including 6,505,750 preference shares held in treasury as of December 31, 2012 (previous year: 7,640,000 treasury shares). This corresponds to 5.9% of the preference shares or 3.0% of the share capital. Under Section 71b of the German Stock Corporation Act, ProSiebenSat.1 Media AG has no rights from the ownership of this preferred treasury stock; shares that the Company holds either directly or indirectly are not entitled to receive dividends.
After the end of the year under review on February 13, 2013, Lavena Holding 1 GmbH sold
19.7 million non-voting preference shares, i.e. its entire holding of non-voting preference shares.
Its share of voting common stock is unchanged. Lavena Holding 1 GmbH therefore holds 44.0%
of the share capital and 88.0% of the voting common shares.
Annual General Meeting for the 2011 financial year. On May 15, 2012, the Annual General Meeting of shareholders of ProSiebenSat.1 Media AG for the 2011 financial year was held at the Event Arena in the Munich Olympiapark. Around 300 shareholders, shareholder representatives and guests attended the meeting. Attendance was equivalent to approximately 60% of the total share capital. All resolutions proposed by management requiring the approval of shareholders of common stock were adopted unanimously.
Among other things, the Annual General Meeting elected Drs. Fred Th. J. Arp, CFO of Telegraaf Media Groep N.V., and Stefan Dziarski, investment adviser at Permira Beteiligungsberatung GmbH, to the Supervisory Board. They succeed former Supervisory Board members Herman M.P. van Campenhout, CEO of Telegraaf Media Groep N.V., and Robin Bell-Jones, Partner at Permira Advisers LLP. Moreover, the proposed allocation of profits for the 2011 financial year was accepted and a resolution for a dividend payout of EUR 1.17 (previous year: EUR 1.14) per bearer preference share entitled to dividend as well as EUR 1.15 (previous year: EUR 1.12) per registered common share entitled to dividend was passed. The total dividend payment amounted to around EUR 245.7 million (previous year: EUR 241.2 million). The dividend was paid out on May 16, 2012.
Intensive dialogue with the capital market. We provide all interested parties and capital market participants with timely and regular information about all important events and developments at the company. The objective is transparent communication of the corporate and finance strategy. In 2012, the Executive Board and the Investor Relations team held more than 400 one-onone and group meetings or conference calls with analysts, investors and bank representatives. Along with numerous roadshows, ProSiebenSat.1 presented at twelve investor conferences.
In addition, on October 10, 2012, ProSiebenSat.1 Media AG held a Capital Markets Day at its headquarters in Unterföhring, near Munich. The Executive Board and business unit heads provided analysts and investors detailed insight into the current business environment, provided information about the Group’s future prospects, and confirmed the objectives of the growth strategy set out until 2015. Approximately 60 analysts, investors, and bank representatives attended the event.
Awards for financial reporting and Investor Relations. In 2012, the ProSiebenSat.1 Group was again rewarded for the quality of its capital market communication. The Group won first place among the MDAX companies in the annual competition “The Best Annual Report” (2011: 4th place). In the overall ranking of all stock market indices, the Group achieved the second place out of around 160 companies (2011: 15th place). The panel evaluated the annual reports based on the criteria of content and design. In the content category, ProSiebenSat.1 emerged as the overall winner of all stock market indices. Each year, the competition “The Best Annual Report” is held by “manager magazine” under the academic leadership of Prof. Dr. Dr. h.c. Jörg Baetge of the University of Münster.
In terms of the “German Investor Relations Award 2012”, the ProSiebenSat.1 Group won the 3rd place in the MDAX (2011: 1st place). The prize is awarded by Thomson Reuters Extel, WirtschaftsWoche and the German Investor Relations Association (DIRK). Capital market experts from more than 11,000 buy-side and 2,500 sell-side firms in over 60 countries participated in the survey.