ProSiebenSat.1 Media (ETR:PSM) used its annual general meeting to outline a sharper focus on entertainment, tighter financial discipline and continued cost reductions following a year marked by weak advertising markets, portfolio disposals and a change in control after MFE became majority shareholder.
Maria Kyriacou, chairwoman of the Supervisory Board, told shareholders the past 12 months had been difficult amid a challenging economic environment in the DACH region and global volatility. She said the company had “stayed the course” by concentrating on its core entertainment business, divesting non-core assets and initiating a major efficiency and savings program.
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Kyriacou said the company’s digital transformation was gaining momentum, highlighting “outstanding development” at streaming platform Joyn. She also said Marco Giordani, appointed Group CEO in October, and Bob Rajan, appointed interim Group CFO, had made a positive impact by emphasizing cash management and a leaner structure. Luca Poloni, who became Group COO and an Executive Board member on May 1, was also cited for his technology and artificial intelligence experience.
Entertainment Focus and New Strategic Priorities
Giordani told shareholders that management moved quickly after his arrival to refocus the group on entertainment, which he described as the company’s heritage and core strength. He said ProSiebenSat.1 had simplified its structure into two main segments: entertainment, and commerce and dating.
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The CEO laid out five strategic priorities for the company:
Content: Giordani said the company will focus increasingly on local German and DACH-region content, using its brands, stars and creative talent to differentiate itself from more international platforms.
Multichannel distribution: The company plans to distribute content across linear TV, Joyn, social media and other platforms. Giordani said Total Video Reach would become a key performance indicator, noting that ProSiebenSat.1 already reaches more than 61 million people in Germany.
Monetization: Giordani said Seven.One Media had been reorganized to better serve advertisers and media agencies, with the goal of monetizing total reach and offsetting fragmentation in viewing habits.
Technology and AI: The company expects artificial intelligence and technology to affect processes, operations and content versioning, while Giordani said creativity would remain human-led.
Financial discipline: Management plans to strictly control costs and investments and regularly review portfolio assets to determine whether to invest, hold or exit.
Giordani said ProSiebenSat.1 has sold nine companies since January 2025 and that the divestment process accelerated after he joined. He said the company is also analyzing more than 20 initiatives aimed at growth in entertainment.
2025 Results and 2026 Outlook
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For 2025, Giordani reported group revenue of EUR 3.675 billion, adjusted EBITDA of EUR 403 million and adjusted net income of EUR 209 million. Net financial debt improved to EUR 1.343 billion at year-end, corresponding to a leverage ratio of 3.3 times.
Giordani said MFE became majority shareholder in September 2025, triggering change-in-control provisions in the company’s financing package. ProSiebenSat.1 renegotiated a new financing package with banks in November 2025 and repaid a EUR 647 million promissory note in January 2026. The company also began using proceeds from the sale of wetter.com to repay debt.
The Executive Board and Supervisory Board proposed a dividend of EUR 0.05 per share, in line with the prior year. Giordani also said the company’s first-quarter results, published the week before the AGM, were affected by a weak macroeconomic environment but showed improved profitability through cash discipline and cost reductions. He said EBITDA improved by EUR 50 million and returned to a positive figure compared with the prior-year period.
For 2026, Giordani said ProSiebenSat.1 confirmed its outlook, with revenue adjusted for the sale of Studio71 activities. He said the company expects a significant increase in EBITDA and EBIT and aims to keep leverage between 3.0 times and 3.5 times at year-end.
Supervisory Board Reviews MFE Offer, Divestments and Governance
Michael Eifler, vice chairman of the Supervisory Board and chair of the AGM, said the Supervisory Board held five regular meetings and 25 special meetings in fiscal 2025. He said the board closely monitored the challenging German TV advertising market, cost-cutting measures, the company’s strategic direction and the focus on core entertainment.
Eifler said the board reviewed the sales of non-strategic investments including Verivox, About You, Urban Sports Club and wetter.com. He also noted that the former Executive Board implemented a restructuring program that cut more than 400 jobs.
A central focus of the Supervisory Board’s work was the public takeover bid by MFE and the partial acquisition offer by PPF. Eifler said that in early August 2025, after MFE increased its offer consideration, the Supervisory Board and Executive Board reviewed the amended offer structure and recommended acceptance.
Eifler also said the Supervisory Board established a related-party transactions committee in light of MFE’s role as majority shareholder. The committee helped prepare a coordination agreement between ProSiebenSat.1 and MFE, as well as two temporary staffing agreements with MFE companies. He said potential conflicts of interest among individual Supervisory Board members were addressed through limits on information access, absence from certain meetings and voting abstentions.
Board Changes and Capital Measures
The AGM also addressed several governance and capital structure matters. Eifler said the company proposed reducing the Supervisory Board from nine members to seven to improve efficiency and reduce costs. Dr. Katrin Burkhardt is leaving the Supervisory Board after the meeting, while Professor Dr. Cai-Nicolas Ziegler is not standing for re-election.
Katharina Behrends, Thomas Ingelfinger, Simone Sole and Eifler introduced themselves as candidates for election or re-election to the Supervisory Board. Eifler also said the company proposed reducing total Supervisory Board compensation by 10% while keeping the current compensation structure in place.
Agenda items also included proposals for new authorized capital, renewed authorization to issue convertible and/or option bonds, new contingent capital to service those bonds and authorization to acquire and use treasury shares. Eifler said the package was intended to expand financing flexibility and support the group’s transformation.
Rajan, introducing himself as interim CFO, said his focus is financial management and stability, including finance functions, investor relations, governance, risk, compliance, M&A and the commerce and dating segment. “We pay bills with cash, not with adjusted EBITDA,” he said, emphasizing liquidity as the foundation of business decisions.
Poloni, the new COO, said he is responsible for growth and digital business, technology, data and AI, content operations, distribution and human resources. He said technology, digital business models, innovation and artificial intelligence had become crucial success factors for ProSiebenSat.1.
About ProSiebenSat.1 Media (ETR:PSM)
ProSiebenSat.1 Media SE operates as a media company in Germany, Austria, Switzerland, the United States, and internationally. It operates through three segments: Entertainment, Dating & Video, and Commerce & Ventures. The Entertainment segment operates free TV stations and digital platforms, such as SAT.1, ProSieben, Kabel Eins, sixx, SAT.1 Gold, ProSieben MAXX, and Kabel Eins Doku, as well as PULS4, PULS24, ATV I, ATV II, and PLUS 8. This segment is involved in operating commercial websites; production and distribution programming portfolio, including entertainment, reality, and factual formats, as well as TV series, TV films, and digital content; and operates Studio71 which creates and sells digital offerings for influencers.
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