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Company statute Hrb15 Jul 2009 German Trade Register Announcements, Germany (10/07/2009)

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ProSiebenSat.1 Media AG, Unterföhring, Munich district,
Medienallee 7, 85774 Unterföhring
. The Annual General Meeting of June 4, 2009 approved the cancellation of the previously authorized capital of May 7, 2004 (Authorised Capital 2004/I), the creation of a new authorized capital, the creation of a conditional capital, the amendment of Sections 4 (share capital), 8 (composition of the Supervisory Board), 12 (remuneration of the Supervisory Board) and 14 (participation in the Annual General Meeting) of the Articles of Association and the insertion of a new Section 16b (notification obligations for Inh. substantial shareholdings pursuant to Section 27a WpHG) decided. The Authorized Capital of May 7, 2004 (Authorised Capital 2004/I) was withheld. By resolution of the Annual General Meeting of June 4, 2009, the Management Board is authorized to increase the share capital by a total of up to EUR 109,398,600.00 by way of June 3, 2014 against cash and/or in-case contributions, with the approval of the Supervisory Board, without the approval of the Supervisory Board (Authorized Capital 2009/I). The share capital of the company is conditionally increased by EUR 109,398,600.00 by resolution of the Annual General Meeting on June 4, 2009 (Conditional Capital 2009/I). The conditional capital is used to grant shares to Inh. or creditors of convertible and/or option bonds issued by the Company pursuant to the authorisation of the Annual General Meeting of June 4, 2009 and a conversion or option right to in the name or inthename. no-par value shares of the Company or determine a conversion or option obligation.

This filing was translated from German to English. The filing refers to a past date, and does not necessarily reflect the current state. The current state is available on the following page: ProSiebenSat.1 Media SE, Unterföhring, Germany.