Resultados Ensayo de Flexión

Overview

The corporate bodies of the Company are the Management Board, the Supervisory Board and the General Shareholders’ Meeting. The powers of these bodies are set forth in the AktG, the Articles of Association and the Rules of Procedure of the Management Board and the Supervisory Board.

The Management Board conducts the business of the Company in accordance with relevant laws, the Company’s Articles of Association and the Rules of Procedure of the Management Board. The Management Board represents the Company in its dealings with third parties.

The Management Board must ensure that an adequate risk management and risk controlling system is in place within the Group to timely recognize any developments that could jeopardize the ongoing existence of the Company. Furthermore, the Management Board is required to regularly, and at least quarterly, report to the Supervisory Board on current trading, in particular, on revenues and the financial position of the Company and its subsidiaries, as well as – at the last session of the Supervisory Board in any given business year – on the intended business strategy and other fundamental corporate planning issues, and to submit a budget for the following business year as well as a medium-term plan. Moreover, the Management Board must report to the Supervisory Board on all transactions that could be material to the Company’s profitability or liquidity with such advance notice that the Supervisory Board has an opportunity to express its views on these

transactions before they take place. When important matters arise, the Management Board is required to report them to the Chairman of the Supervisory Board. Important matters include, among other things, any event in an affiliated company that comes to the attention of the

Management Board and could have a material influence on the financial position of the Company.

Subject to one exception, no one is permitted to be a member of the Management Board and of the Supervisory Board of any stock corporation incorporated under German law at the same time.

The Supervisory Board appoints the members of the Management Board and has the right to dismiss such members for cause. The Supervisory Board advises the Management Board on managing the Company and supervises its business conduct. In accordance with the AktG, the Supervisory Board does not have the right to conduct business itself. However, according to the Rules of Procedures of the Management Board, the Management Board must procure the consent of the Supervisory Board for certain business transactions, usually before carrying out the relevant transaction.

The members of the Management Board and the Supervisory Board have fiduciary duties vis-à-vis the Company. The members of these bodies must work in the interests of a number of parties, in particular the Company itself, its shareholders, its employees and its creditors. In addition, the Management Board must take into consideration the shareholders’ right to equal treatment and equal information. Should the Management Board or Supervisory Board members breach their duties, they are jointly and severally liable for any damages towards the Company. A D&O insurance policy, which provides for a deductible pursuant to section 93 paragraph 2 AktG and section 3.8 paragraph 3 of the German Corporate Governance Code, covers the Management Board and Supervisory Board members.

In principle, a shareholder may not sue Management Board or Supervisory Board members if he considers that the member breached his duties towards the Company and, in consequence, caused damage to the Company. Typically, only the Company itself can bring claims for damages suffered by the Company against Management Board or Supervisory Board members. In the event of claims against Supervisory Board members, the Company is represented by the Management Board and vice versa. Pursuant to a decision rendered by the German Federal Supreme Court (Bundesgerichts-hof), the Supervisory Board has the obligation to assert claims for damages expected to be

successfully enforced against the Management Board, unless there are important reasons in the Company’s interests not to assert such claims and these reasons outweigh or are at least equivalent to the reasons for asserting the claims. If one of the Boards decides against pursuing a claim, the Company’s claims for damages may be raised against the members of the Management Board or the Supervisory Board if the General Shareholders’ Meeting adopts a resolution to that effect with a simple majority; and the General Shareholders’ Meeting may appoint a special representative to assert these claims. Shareholders, whose shares in total represent one tenth of the authorized share capital or amount toA1,000,000, can also file a petition for a judicial appointment of a special representative to raise a claim for damages. If appointed, such representative becomes responsible for this matter instead of the Company’s corporate bodies. In addition, if facts arise that give rise to

a strong suspicion that the Company has suffered a loss due to dishonesty or gross breach of duty, shareholders whose shares in the aggregate represent 1% of the authorized share capital or amount toA100,000 have the option, under certain conditions, to be permitted by a responsible court to raise the Company’s claims for damages against the Company’s corporate bodies in their own name on behalf of the Company. Such action is not permitted if the Company itself files a claim for damages.

The Company cannot drop any claim for damages against members of its corporate bodies or seek settlement with them until three years after the filing of the claim and may do so only if

shareholders adopt a resolution for such action at a General Shareholders’ Meeting with a simple majority and only if a minority of shareholders whose shares together represent one tenth of the authorized share capital do not raise an objection as recorded in the minutes.

Under German law, individual shareholders (as well as any other person) are forbidden to influence the Company in order to compel a member of the Management Board or the Supervisory Board to perform an act that is detrimental to the Company. Shareholders with a controlling influence must not use their influence to induce the Company to act against its own interests, unless the resulting detriment is otherwise outweighed. He who uses his influence to cause a member of the

Management Board or the Supervisory Board, an authorized signatory or an authorized agent to act to the detriment of the Company or its shareholders, is liable for the resulting damages to the Company or the shareholders. In this case, members of the Management Board and the Supervisory Board are also jointly and severally liable if they act in breach of their duties.

In accordance with Section 245 paragraph 1 of the German Transformation Act (Umwandlungsgesetz), Fernseh Holding, having voted in favor of the Company becoming a German stock corporation, is deemed to be the Company’s founder.

Management Board General information

Based on the Company’s Articles of Association, the Management Board consists of several members. The Supervisory Board decides the number of the members of the Management Board.

The Supervisory Board can appoint a member of the Management Board to be the Chairman and also appoint a Deputy Chairman.

The Supervisory Board appoints the members of the Management Board for a term of up to five years. A repeated appointment or extension of their term of office (in each case for a maximum of five years) is permissible. In making appointments, the Supervisory Board considers the age limit of 65 years set for members of the Management Board. The Supervisory Board can dismiss a member of the Management Board before the expiry of his term of office if an important reason arises, e.g., a gross breach of duty or if the General Shareholders’ Meeting withdraws their confidence in the particular member of the Management Board.

Pursuant to the Company’s Articles of Association, the Supervisory Board has issued Rules of Procedure for the Management Board, which, among other things, specify the transactions that require prior approval by the Supervisory Board. By its resolution of August 14, 2009, the Supervisory Board adopted Rules of Procedure for the Management Board.

The Company can be represented by two members of the Management Board or by one member of the Management Board together with one authorized signatory.

Members of the Management Board

The following table lists the members of the Company’s Management Board and their areas of responsibility:

Name (Age) Member since Appointed until Responsibility

Brian Sullivan (48) January 1, 2010 March 31, 2013 Chief Executive Officer⁽¹⁾ Pietro Maranzana (38) June 1, 2009 May 31, 2012 Chief Financial Officer Dr. Holger Enßlin (42) December 1, 2008 November 30, 2011 Legal & Regulatory Affairs

Carsten Schmidt (46) March 1, 2006 February 28, 2014 Sports, Advertising Sales & Internet

(1) From January 1, 2010 until March 31, 2010, Brian Sullivan served as Deputy Chief Executive Officer of the Company.

The members of the Management Board can be reached at the business address of the Company.

k Brian Sullivan: Brian Sullivan was appointed to Sky Deutschland AG’s Management Board as Deputy Chief Executive Officer with effect from January 1, 2010 and was appointed Chief Executive Officer on April 1, 2010. He is highly experienced in the pay-TV industry, with more than 20 years of experience in the United States and Europe. He joined BSkyB in February 1996 and held a variety of roles at that company, including Channels Marketing, Digital Transition, Retention & Customer Marketing and Product Strategy & Management. Between December 2006 and joining Sky Deutschland, he was Managing Director of BSkyB’s Customer Group. Prior to joining BSkyB, he spent most of his career in the pay-TV industry in the United States, including time with Viacom’s Showtime Networks. He is a native of

Philadelphia, United States, attended Villanova University, and is a Fellow of the Institute of Direct Marketing. Mr. Sullivan is, or within the last five years was, a member of the

administrative, management or supervisory bodies, or a partner in, the following entities:

Ongoing:

k AVG Technologies CZ (Member of the Supervisory Board) Formerly:

k British Sky Broadcasting Group plc (Managing Director, Customer Group)

k Pietro Maranzana: Pietro Maranzana was appointed Chief Financial Officer on June 1, 2009.

Prior to that, he was Senior Vice President, Finance, a position he had held since November 2008. Previously, he was in charge of business planning for SKY Italia, which he joined at the beginning of 2005. During his four years at SKY Italia, he developed a thorough understanding of the pay-TV market by developing and implementing business plans for key projects,

continuous benchmarking of the business activities of SKY Italia in comparison to leading pay-TV platforms and analyzing the competitive landscape. Prior to joining SKY Italia in 2005, he worked as engagement manager at Value Partners S.p.A. (“Value Partners”), a leading Italian business consulting firm, where he assisted key Italian companies both in Italy and abroad on turnaround projects, the implementation of efficiency measures and the development of performance controlling tools. Before joining Value Partners, he worked for Banca Intesa Sanpaolo S.p.A. as a Senior Financial Analyst in Frankfurt. Mr. Maranzana has taken out additional insurance to cover the deductible payable under the D&O insurance policy provided by the Company. During the past five years, Mr. Maranzana has not held any positions in administrative, management or supervisory bodies outside the Company.

k Dr. Holger Enßlin: Dr. Holger Enßlin was appointed to the Management Board as Chief Officer Legal & Regulatory Affairs effective December 1, 2008. Before that, starting in November 2003, Dr. Enßlin managed Sky Deutschland’s legal department, which he

substantially expanded and restructured. Prior to joining Sky Deutschland, Dr. Enßlin worked at the international law firm White & Case LLP, where he eventually became a local partner. He completed his legal studies in Tu¨bingen and Munich. Dr. Enßlin obtained a doctorate in law in Constance and completed a Master of Laws program in Georgia, United States. At Sky

Deutschland, Dr. Enßlin, acting together with Carsten Schmidt, was responsible for the purchase of the broadcasting rights for the German football league (Fußball-Bundesliga) through the 2012/2013 season. In addition to the D&O insurance provided by the Company, Dr. Enßlin benefits from an indemnity for any losses incurred as a result of activities prior to December 1, 2008. Dr. Enßlin is, or within the last five years was, a member of the administrative,

management or supervisory bodies, or a partner in, the following entities:

Ongoing:

k Gesellschaft zur Verfolgung von Urheberrechtsverletzungen e.V. (Member of the Management Board)

Formerly:

k Verband PrivaterRundfunk- und Telemedien e.V. (Member of the Management Board)

k TESC Test Solution Center GmbH (Managing Director)

k Carsten Schmidt: Effective March 1, 2006, Carsten Schmidt assumed responsibility for the Management Board position of Sports, Advertising Sales & Internet (formerly: Sports & New Business). He has editorial and production responsibility for sports programs and is also responsible for the purchase and sale of sport rights. In addition, Mr. Schmidt’s responsibilities include the Company’s interactive business, and thus all of its online activities, as well as Sky Austria. Since October 2008, he has been the Management Board member responsible for the sale of commercial broadcasting time. Before joining the Management Board, he was head of sports for Sky Deutschland starting in 1999. During this period, Mr. Schmidt substantially contributed to establishing Sky Deutschland as a premium brand for sports TV. Under his leadership, Sky Deutschland built a versatile and attractive live sports portfolio and set a new quality standard in sports broadcasting. For example, Sky Deutschland received the German TV prize for its football live conference in 2003. Recently, Mr. Schmidt, acting together with Dr. Enßlin, was responsible for the purchase of the broadcasting rights for the German football league (Fußball-Bundesliga) through the 2012/2013 season. Between 1992 and 1999,

Mr. Schmidt worked for Wige Media AG, one of the leading sports media companies in Germany and Europe, where he occupied various leading positions in the areas of marketing, television and sponsoring. Mr. Schmidt is, or within the last five years was, a member of the administrative, management or supervisory bodies, or a partner in, the following entities:

Ongoing:

k Premium Media Solutions GmbH (Managing Director)

Remuneration, shareholdings

The structure of the remuneration system for the Management Board is set and regularly reviewed by the Supervisory Board based on the Governance Committee’s proposal. The Governance Committee is responsible for setting the pay of individual Management Board members at an appropriate level. The criteria for determining the appropriate remuneration level include the duties of the relevant Management Board member, his personal performance, the performance of the entire Management Board, the Company’s economic situation, its earnings and its future prospects

considered in the context of its peer companies. The remuneration of the Management Board members comprises both fixed and performance-based components. Sky Deutschland AG does not have stock option plans or comparable programs for the Management Board and the Supervisory Board, nor for employees or other third parties. Furthermore, there are no other commitments for one-time payments, such as severance packages, change-of-control packages or pension benefit plans.

The fixed annual remuneration is payable in twelve equal monthly payments. The specific terms of the performance-based component vary among the contracts of the individual Management Board members.

Depending on the agreement, bonus payments may amount to up to 100% of the gross annual salary.

The amount is decided by the Supervisory Board and depends on the achievement of predefined quantitative and qualitative performance targets set by the Supervisory Board, such as targets based on EBITDA, ARPU and subscriber numbers. In addition, certain members of the Management Board receive a certain number of phantom stocks that vest after a certain period of time and are subject to the fulfillment of certain conditions.

The total compensation for the current and former members of the Management Board amounted to A5 million in 2009. This amount comprises fixed remuneration of A2.4 million, performance-based remuneration ofA1.8 million and other payments of A818,000. In addition to his remuneration, Mark Williams was reimbursed for the costs of his accommodation in Munich. It is expected that the total fixed compensation payments for the Management Board in 2010 will exceed the compensation paid in 2009, mainly as a result of the temporary increase in the number of board members, following Brian Sullivan’s appointment as Deputy Chief Executive Officer on January 1, 2010.

The following table provides an overview of the remuneration of the individual members of the Management Board in 2009. As Brian Sullivan’s appointment to the Management Board became effective on January 1, 2010, information regarding his compensation is not included below:

Management board member

Fixed remuneration

Performance-based remuneration

Compensation payments⁽¹⁾

Other

remuneration⁽²⁾ Total (in KE)

Dr. Holger Enßlin . . . 300 101 — 26 427

Pietro Maranzana . . . 140 35 — 122 297

Carsten Schmidt. . . 600 147 — 41 788

Hans Seger⁽³⁾. . . 50 — — (15) 35

Mark Williams . . . 1,310 1,471 — 644 3,425

(1) Compensation payments include payments for the time from the end of service on the Management Board to the end of the service agreement, including salary payments, severance payments and compensation payments for non-compete agreements.

(2) Other remuneration mainly comprises reimbursement for accommodation expenses, tax equalization payments for company car and accident insurance as well as, in the case of former members of the Management Board, compensation for unused vacation entitlement.

(3) Hans Seger left the Management Board with effect from January 31, 2009.

In addition, payments ofA323,000 were made to Michael Bo¨rnicke, who resigned as a member of the Management Board in 2008. These payments resulted from a consultancy agreement with Mr. Bo¨rnicke, the former Chief Executive Officer of Sky Deutschland AG, which was entered into on November 14, 2008. The term of the contract was from November 1, 2008 to December 31, 2009. For the period from November 1, 2008 to October 31, 2009, Mr. Bo¨rnicke also received compensation for a contractual agreement not to compete.

15,000 shares in the Company are currently held by Dr. Holger Enßlin and 5,000 shares in the Company are currently held by Pietro Maranzana. No shares in the Company are currently attributed to the remaining members of the Management Board.

Supervisory Board General information

As a company that predominantly serves the purpose of journalism or the expression of opinions within the meaning of Section 1 paragraph 4 sentence 1 number 2 of the MitbestG and Section 1 paragraph 2 sentence 1 number 2 letter b of the German Third Party Participation Act

(Drittelbeteiligungsgesetz, “DrittelbG”), Sky Deutschland is not subject to employee

co-determination. In accordance with the Company’s Articles of Association and Sections 95 and 96 AktG, the Supervisory Board consists of nine members, who are elected by the shareholders at the General Shareholders’ Meeting. The total number of Supervisory Board members was expanded from six to nine by way of amendment to the Company’s Articles of Association resolved at the General Shareholders’ Meeting on April 23, 2010, and came into effect with the registration of such amendment to the Articles of Association in the commercial register of the Local Court

(Amtsgericht) of Munich on June 7, 2010.

Unless the shareholders decide otherwise, pursuant to the Articles of Association, Supervisory Board members are appointed for the period ending with the conclusion of the General Shareholders’

Meeting that decides on the approval of the actions of the Supervisory Board for the fourth financial year after the beginning of their term of office excluding the financial year in which the term of

Meeting that decides on the approval of the actions of the Supervisory Board for the fourth financial year after the beginning of their term of office excluding the financial year in which the term of