Quarterly Report 2010

| 2 Key Figures

3 Foreword

4 Constantin Medien AG Share

8 Interim Group Management Report

26 Consolidated Interim Financial Statements

34 Notes to the Consolidated InterimFinancial Statements

40 Finance Calendar 2010

40 Imprint

CONTENT

Forward-looking statements

This quarterly report contains statements relating to future events thatare based on management’s assessments of future developments. A se-ries of factors beyond the control of the company, such as changes inthe general economic and business environment and the incidence ofindividual risks or occurrence of uncertain events, can result in theactual results differing substantially from those forecast. ConstantinMedien AG does not intend to continually update the forward-lookingstatements contained in the quarterly report.

Important notice

This document is a free translation into English of the original Germantext. It is not a binding document. In the event of a conflict in inter-pretation, reference should be made to the German version, which isthe authentic document.

CONTENT Q1

KEY FIGURES

2

Q1 THE COMPANY | KEY FIGURES

IN EURO MILLION

Non-current assets

Film assets

Intangible assets

Total assets

Subscribed capital

Equity

Equity ratio (in percent)

Non-current financial liabilities

Current financial liabilities

Sales

Sports

Film

Sports- and Event-Marketing

Earnings before interest, taxes, depreciation and amortization (EBITDA)

Amortization, depreciation and impairment

Earnings before interest and taxes (EBIT)

Earnings before taxes (EBT)

Shareholders’ interests

Cash flow from operating activities

Cash flow for investing activities

Cash flow for financing activities

Outstanding shares in million

Share price in Euro

Market capitalization (based on outstanding shares)

Average number of outstanding shares (basic) in million

Earnings per share from continuing operations (basic) in Euro

Earnings per share from continuing operations (diluted) in Euro

Employees at closing

03/31/2010

279.2

133.4

68.7

606.3

85.1

109.2

18.0%

78.9

198.7

1/1 to

03/31/2010

106.4

38.0

51.4

17.0

21.1

-21.4

-0.3

-0.9

-2.4

54.3

-3.8

-26.1

03/31/2010

77.5

1.90

147.3

1/1 to

03/31/2010

77.5

-0.03

-0.03

1,397

12/31/2009

293.9

145.8

71.6

644.9

85.1

109.8

17.0%

86.3

214.5

1/1 to

03/31/2009

120.8

42.9

63.8

14.1

23.4

-24.2

-0.8

2.2

2.0

7.0

-2.7

-19.0

12/31/2009

77.7

2.00

155.4

1/1 to

03/31/2009

71.8

0.03

0.03

1,806

* The figures for the previous year have been adjusted (see Note 2 ”Accounting and valuation principles”)

*

Dear Shareholders,

The Constantin Medien Group has performed within our expec-

tations on the whole during the first three months of 2010.

Group sales and earnings were nonetheless behind the figures

of the first quarter 2009. This was largely due to the ongoing

competitive situation on the TV advertising market and an anti-

cipated weaker performance delivered in the Film Segment.

By positive contrast, the Sports- and Event-Marketing Segment

posted pleasing results, with significant gains in sales and

earnings. Our Group closed the first quarter with negative

earnings attributable to the shareholders of 2.4 million Euro.

The first three-month period was characterized by prepara-

tions undertaken in the sports sector in the run-up to the

launch of the umbrella brand SPORT1 on April 11. SPORT1

covers the TV and online activities of our Group. So far, the

audience range and user figures have confirmed that we are

on the right track with this realignment strategy in a structu-

rally changed sports media market.

In the Film Segment, Constantin Film is consistently pursuing

a quality based strategy true to the motto “less is more”. The

theatrical market was dominated in the first quarter by the

large 3-D productions from the US. We are convinced that the

three-dimensional film format has the potential to revolutio-

nize the theatrical industry. Constantin Film has perceived this

trend and will therefore release three top films in S3-D later

this year, namely “Step up 3-D”, “Resident Evil: Afterlife”

and “Animals United”.

The Sports- and Event-Marketing Segment continues along its

road to success. Therefore, I am more than pleased that our

Group company TEAM has succeeded in renewing its contract

with the European football association UEFA until 2015, and

upon achieving certain targets, even until 2018. Therewith,

we are moving ahead with a long-standing and very success-

ful co-operation for both partners.

Concerning the further course of the 2010 financial year, we

continue to concentrate on our realignment of the Sports Seg-

ment. The Segments Film and Sports- and Event-Marketing

are developing as planned. Cost-awareness and the stream-

lining of structures and processes will continue to shape the

operating performance throughout the Constantin Medien

Group.

FOREWORD

3

FOREWORD | THE COMPANY Q1

Yours faithfully,

Bernhard Burgener

Chairman of the Management Board of Constantin Medien AG

Performance of the capital markets

On the German stock market and the international capital

markets, the upwards trend registered in the second half of

2009 was initially followed by a significant phase of consoli-

dation, which was largely offset by the countermovement star-

ting mid-February. While it seems that the capital markets

have largely overcome the recession and financial market crisis

with declining risk aversion and still historically low interest

rates as well as improved economic indicators, uncertainty

remains with respect to the quality of the economic upswing,

financial stability and the debt of some Euro Zone countries.

All in all, the German leading index DAX gained 3.3 percent

in the first quarter of 2010, closing at 6,154 points on March

31, 2010. By positive contrast, the German small cap and

media stocks partially recorded even higher gains, although

these values were comparatively more affected by the previous

stock drops from the financial and economic crisis than the

blue chip stocks. Thus, the small cap index SDAX, which also

lists the Constantin Medien shares, gained 9.8 percent,

closing at 3,896 points. The German media index (DAXsector

Media) closed at 99 points, an improvement of 12.0 percent

compared to the beginning of the year.

Constantin Medien Share Performance

The Constantin Medien share's performance in the first quarter

of 2010 was marked on the whole by a volatile slight

downward movement. At the beginning of the year, the share

price followed the similar downward movement of the overall

market, which was then partially offset by a share price

increase in mid-February. Starting at the end of February, the

share price movement however detached itself from the market

trend, moving laterally. The share price traded at 1.90 Euro on

the closing date. The 52-week high stood at 2.65 Euro (April

24, 2009) and the 52-week low stood at 1.62 Euro (Sep-

tember 14, 2009). Therefore, at -5.0 percent the Constantin

Medien share price substantially underperformed the compa-

rative German small cap index SDAX (+9.8 percent) and the

German media index DAXsector Media (+12.0 percent).

In addition to publishing the annual business figures for 2009

in the first quarter, the Company also announced the combi-

ning of the TV and Online activities of the Sports Segment

under the umbrella brand SPORT1, surpassing the target

range of the Group earnings attributable to the shareholders

for 2009, the forecast for 2010 and the new agency agree-

ment of its subsidiary, TEAM, with the UEFA. After the ba-

lance sheet date, the Constantin Medien AG share followed a

downward trend. The share price closed at 1.67 Euro on May

14, 2010.

In the first quarter of 2010 around 7.0 million Constantin

Medien shares were traded on the German stock exchanges

(daily average: 0.11 million units). Therefore, the trading

volume was substantially higher by 73.6 percent over the prior

year period. Because of the higher trading volume versus the

same period last year, the stock turnover rate for shares out-

standing over a twelve-month period increased to 0.40 (Q1

2009: 0.37). The position of the Constantin Medien share in

German stock exchange rankings of all MDAX and SDAX

listings stood at ranking number 88 as of March 31, 2010

(Q1 2009: 86) in respect of trading volume over the last

twelve months. The share ranked 74th (Q1 2009: 81) for the

so-called "free-float market capitalization".

Share capital and shareholder structure

Constantin Medien AG's share capital did not change in the

first quarter of 2010 and stood at around 85.1 million Euro

as of March 31, 2010. Following the initial full consolidation

of its subsidiary Highlight Communications AG, Highlight

Communications AG's shares in Constantin Medien AG qualify

as treasury shares. This percentage interest was stepped-up in

the first quarter of 2010, so that the Company held a total of

7.6 million non-voting treasury shares (9.0 percent of share

capital) via Highlight Communications AG as of March 31,

2010. After deduction of treasury shares there were around

77.5 million shares outstanding as of the balance sheet date.

Reportable changes in the shareholder structure of Constan-

tin Medien AG did not arise during the first quarter of 2010.

CONSTANTIN MEDIEN AG SHARE

4

Q1 THE COMPANY | CONSTANTIN MEDIEN AG SHARE

The free-float of the Constantin Medien share accordingly de-

creased and stood at 57.5 percent of share capital as of

March 31, 2010 (12/31/2009: 59.8 percent).

SHAREHOLDER STRUCTURE AS AT MARCH 31, 2010

Subscribed capital 85.1 million shares

Investor Relations Activities

The Constantin Medien Group's focus of investor relations

activities lies in the comprehensive and timely exchange of

information with all capital market participants (institutional

and private investors, analysts and the financial press). Our

declared aim is to attain a fair evaluation of the Constantin

Medien share by means of transparent public relations. This

is based on our regularly published business and quarterly

financial reports that portray a detailed view of our Company's

current performance and perspectives. Furthermore, extensive

information concerning the Constantin Medien Group can be

found on our website under www.constantin-medien.de.

Alongside participation in events for analysts and investors, it

is our objective to support the highest possible number of ana-

lysts. The Constantin Medien share is currently being actively

monitored by eight research institutions. In the last twelve

months, the following six different institutions published

studies on Constantin Medien AG:

– Commerzbank – Close Brothers Seydler Bank

– Deutsche Bank – DZ Bank

– Viscardi – WestLB

5

TREASURY SHARES1

KF 152

DR ERWIN CONRADI

BERNHARD BURGENER

DR DIETER HAHN

FREE FLOAT

1 Predominantly held via the Highlight Communications AG2 Call option for further 8.0% of share capital until March 31, 2011

9.0%

18.7%

5.1%

57.5%

6.7%

3.0%

XETRA CLOSING PRICES OF THE CONSTANTIN MEDIEN SHARE COMPARED TO SDAX AND DAXSECTOR MEDIA INDICES

Comparative indices indexed to Constantin Medien's closing price as of December 31, 2009

12/31/09 01/31/10 02/28/10 03/31/10

2.50

2.00

1.50

Constantin Medien AG SDAX DAXsector Media

Additional Constantin Medien AG capital market securitiesIn line with the bond market development that was characte-

rized by declining yields, the price of the 5.25% convertible

bond 2006/2013 rose by 12.8 percent in the first quarter of

2010, closing at 5.65 Euro. As of March 31, 2010, the bond

reached a 52-week high of 5.75 Euro (March 3, 2010) and a

52-week low of 3.16 Euro (April 1, 2010). On May 14, 2010,

the bond traded at 5.60 Euro. Each convertible bond entitles

a conversion of 1.0123 Constantin Medien AG shares.

The share price of Highlight Communications AG, a company

of the Constantin Medien Group, developed similarly to the

Constantin Medien share in the first quarter, underperforming

the comparative indices. The share price closed at 4.12 Euro

on March 31, 2010, slightly up by 1.5 percent against the

prior period's closing rate. On May 14, 2010, the share price

traded at 3.93 Euro.

Directors’ Dealings

In the first three months of 2010, reportable purchase and

sale transactions conducted by the Management and Super-

visory Board Members did not arise.

Shareholdings of Board Members asof March 31, 2010The Executive Body Members, Mr Bernhard Burgener (CEO),

Dr Dieter Hahn (Supervisory Board Member) and Dr Erwin

Conradi (Supervisory Board Member) each held a direct or

indirect holding of shares exceeding 1 percent in shares or

share entitlements of the share capital as of March 31, 2010.

The number of shares or share entitlements associated with

option rights on the part of executive body members and their

related parties as of March 31, 2010 is presented below

as follows:

6

Q1 THE COMPANY | CONSTANTIN MEDIEN AG SHARE

EXECUTIVE BODY NAME

Management Board Bernhard Burgener

Antonio Arrigoni

Supervisory Board Fred Kogel

Werner E. Klatten

Dr Erwin Conradi

Dr Dieter Hahn

Martin Wagner

Jan P. Weidner

NUMBER OF SHARES

4,300,000

6,279

0

33,000

5,735,950

2,543,000

30,581

0

SHARE ENTITLEMENTS

ASSOCIATED WITH OPTION RIGHTS

0

0

0

0

0

0

0

0

7

DE0009147207 / EV4

CH0006539198 / HLG

DE000A0GQKR4 / VGQKR

SDAX, DAXsector Media

1.90 / 2.65 / 1.62 Euro

4.12 / 4.58 / 3.53 Euro

5.65 / 5.75 / 3.16 Euro

85.1 million shares

77.5 million shares

8.6 million shares

147.3 million Euro

189.9 million Euro

48.6 million Euro

INFORMATION OF CONSTANTIN MEDIEN SECURITIES AS OF MARCH 31, 2010

ISIN/Exchange abbreviation

– Ordinary share (Prime Standard Segment)

– Highlight Communications AG share (Prime Standard Segment)

– Convertible bond 2006/2013 (Regulated market)

Indices

Closing rate 03/31/2010/52-week high/52-week low

– Constantin Medien AG (Xetra)

– Highlight Communications AG (Xetra)

– Convertible bond 2006/2013 (Frankfurt)

Share capital 03/31/2010 (incl. conversion shares)

Outstanding shares (03/31/2010)

Convertible bond 2006/2013 – outstanding

Market capitalization (related to outstanding shares as of 03/31/2010)

– Constantin Medien AG (Xetra)

– Highlight Communications AG (Xetra)

– Convertible bond 2006/2013

8

Q1 INTERIM GROUP MANAGEMENT REPORT

INTERIM GROUP MANAGEMENT REPORT

1 Business and General Conditions

1.1 Business activities

Constantin Medien AG is an international operating media

company based in Ismaning near Munich and is focused on

the Sports Segment and, via its holding in the Swiss Media

company Highlight Communications AG, on the Segments

Film as well as Sports- and Event-Marketing.

The “Sports” Segment primarily covers the activities within

the TV sector with the free-TV-channel DSF Deutsches Sport-

Fernsehen and in the online sector above all the sports portal

Sport1. Since April 11, 2010 the sports channel as well as

the sports portal have been presented under the new multi-

media umbrella brand SPORT1. In the field of IPTV, subsidiary

Constantin Sport Medien operates the Bundesliga live chan-

nel LIGA total! as a self-contained live program, distributed

via the IPTV offering Entertain and via MobileTV from Deut-

sche Telekom. Furthermore, Group subsidiary PLAZAMEDIA

(meaning PLAZAMEDIA in Germany, Austria and Switzerland)

offers comprehensive services in the field of production.

The “Film” Segment combines the activities of Constantin

Film AG and their subsidiaries as well as the Highlight Com-

munications holdings Rainbow Home Entertainment. The Con-

stantin Film group is the major independent German producer

and distributor of theatrical films, video/DVD and television

films. The operations of Constantin Film AG encompass the

production of films as well as the exploitation of in-house

productions and acquired film rights. In exploiting film rights,

all steps along the exploitation chain are utilized starting from

theatrical to video/DVD platforms and up to television. In-

house film productions are usually distributed worldwide,

while co-productions are essentially distributed in German-

speaking countries. In addition, the Constantin Film group

creates fictional and non-fictional productions for TV stations.

For purposes of exploiting video rights of in-house and licensed

titles, Highlight Communications AG has established its own

distribution organization. In Switzerland and Austria, distri-

bution is conducted by the Rainbow Home Entertainment

companies. Distribution on the German market is conducted

by the 100 percent holding Highlight Communications

(Deutschland) GmbH in cooperation with Paramount Home

Entertainment.

The “Sports- and Event-Marketing” Segment includes the

activities of Team Holding AG (TEAM), which markets the

UEFA Champions League and the UEFA Europa League as its

main projects via its subsidiaries. Additional distribution pro-

jects include the Eurovision Song Contest and the Vienna Phil-

harmonic Orchestra.

“Others” include the activities of the holding company Con-

stantin Medien AG and the financing activities of EM.TV

Finance B.V.

1.2 Group structure

As parent company, Constantin Medien AG is the controlling

holding company and responsible for the strategic control of

the Group, as well as central functions such as Human

Resources, Accounting, Legal, Corporate Finance, Corporate

Communications and Investor Relations.

Constantin Sport Holding GmbH functions as the controlling

parent company of the subsidiaries in the Sports Segment and

is owned 100 percent by Constantin Medien AG. In turn,

among others, it holds 100 percent of the shares in SPORT1

GmbH (previously DSF Deutsches SportFernsehen GmbH), in

SPORT1 Online GmbH (previously Sport1 GmbH), in Con-

stantin Sport Medien GmbH, as well as in PLAZAMEDIA

GmbH TV- und Film-Produktion. PLAZAMEDIA, for its part, has

100 percent shareholdings in further Group companies,

amongst others in PLAZAMEDIA Austria Ges.m.b.H. and

PLAZAMEDIA Swiss AG.

The Highlight Communications AG is a stock corporation under

Swiss law and is listed on the Frankfurt Stock Exchange since

1999. It holds among others 100 percent in Constantin Film

AG, in Rainbow Home Entertainment AG, Pratteln/Switzerland

and Rainbow Home Entertainment Ges.m.b.H., Vienna/Austria

as well as 80 percent in Team Holding AG, Lucerne/Switzerland.

1.3 Important events in the first quarter 2010

Following the rescission actions raised by several shareholders

9

against the General Meeting's approval for the spin-off of

license, dubbing and co-production agreements of Constantin

Medien AG to RM 2925 (as the legal entity), which had been

finalized in the meantime through a settlement in court, the

spin-off was entered into the Commercial Registers of both

companies (Constantin Medien AG and RM 2925 Vermö-

gensverwaltungs GmbH) in January 2010. The sale of the

shares took place in February 2010.

Although objections had been raised until the lapse of the

period for filing a suit in January 2010, no actions for rescission

were asserted against the resolutions passed by the extra-

ordinary General Meeting on December 15, 2009 concerning

the settlement agreements with both D&O insurers, CHUBB

Insurance of Europe SE (CHUBB) and ACE European Group

Limited (ACE). Consequently, Constantin Medien's claims

were settled at the beginning of February 2010.

Also in January 2010, Constantin Film AG prematurely exten-

ded the cooperation agreement for another two years with the

production company, Little Shark Entertainment, which was

formed in 1998 by director Sönke Wortmann. The aim of this

co-operation is the development, production and exploitation

of co-productions of both companies.

At a press conference in early February, the new composite

mark SPORT1 as the umbrella brand for the sports broadcaster

DSF and the sports portal Sport1 was introduced. April 11,

2010 was announced as the launch date for the new brand

name. The media campaign for introducing the new brand

commenced mid- February 2010. The renaming of DSF Deut-

sches SportFernsehen GmbH to SPORT1 GmbH as well as the

renaming of the affiliate company Sport1 GmbH to SPORT1

Online GmbH took place with the entry in the Commercial

Register on March 29, 2010.

On March 24, 2010, the Executive Committee of the European

football association, UEFA, decided to extend its co-operation

with the Highlight Communications investment company,

TEAM, and signed a new agency agreement for the marketing

of commercial rights for the UEFA Champions League, the

UEFA Europa League and the UEFA Super Cup. The agency

agreement has an initial term of three years starting with the

2012/2013 season and, subject to performance, for an addi-

tional three-year-term thereafter. Subsequently, a promising

continuation is established from the successful partnership

between the European football association and TEAM, which

has been in place since the foundation of the UEFA Champions

League back in 1992.

Separately, UEFA will sell its 20-percent shareholding in Team

Holding AG to Highlight Communications AG by June 30,

2010.

1.4 Overall economic conditions in the first quarter of 2010

After the end of the first quarter of 2010, leading economic

experts virtually agree that the world economy is facing a

gradual recovery following the deep cuts suffered in 2008 and

2009 by the recession and financial crisis. Yet, this upturn is

still partly fragile. There are, however, differing views as to the

extent and strength of the economic recovery in major indus-

trial nations.

In April, for the second time this year, the International

Monetary Fund (IMF) revised its predictions for the gobal eco-

nomy upwards. It predicts a global GDP growth of 4.2 percent

for 2010 or 1.1 percentage points more than in autumn

2009. According to the IMF, the upwards trend is being driven

by the emerging economies in Asia and South America; while

the European economic performance is lagging behind. So far,

the stimulus has mainly come from publically-funded econo-

mic stimulus packages. The IMF expects the GDP to rise by

1.0 percent in the Euro Zone for 2010. For the German eco-

nomy, the IMF even reduced its growth forecast in April by

0.3 percentage points to 1.2 percent.

A growing problem is the high public debt, partly because of

the extensive economic stimulus packages and support mea-

sures for the financial sector. A particular political and fiscal

challenge surfaced in the first months of this year from the

financial crisis of several Euro Zone countries, notably Greece.

Fear of spreading debt and financial crisis in the weeks before

worsened financing conditions for banks in the Euro Zone,

driving risk premiums up.

In the first months of 2010, the European Central Bank (ECB)

upheld its ground, leaving the key interest rates at a record low

of 1.0 percent. Experts anticipate that the Central Bank will

change its low interest rate policy at the earliest in the second half

of the year in order not to burden the incipient economic recovery.

Source: “IMF: World Economic Outlook, April 2010”

1.5 Sector-specific conditions

1.5.1 Sports Segment

Television

In 2010 competition intensity remained on the high on the

German TV market compared with the reporting period in

2009. Following the sharpe decline of the overall advertising

market in the past year in the wake of the economic crisis, TV

advertising spendings stabilized at about the last year’s level.

According to the gross figures published by the Nielsen Media

Research, growth is detectable. Due to ongoing pressure on

conditions, the TV market has increasingly focused on budget

bundling and budget concentration on the part of the agencies,

especially by the two dominant marketers IP Deutschland and

SevenOne Media. Consequently, the smaller broadcasters have

reacted with competitive discount policies.

Online

Following stagnating online advertising revenues in mid-2009,

advertising expenditures in the first quarter of 2010 again

were well above the previous year. As expected, January and

February performed weaker than the fourth quarter of 2009.

In March 2010, advertising investments stood at 18 percent

above the prior year’s figure. As a result, Nielsen reported that

March proved to be the third-strongest month on a gross basis

since surveying online advertising expenditures.

With the continuous growth of marketable advertising space

on the Internet and the increasing pressure on conditions, the

gap between gross and net revenues has widened, so that net

growth does not appear to be so significant.

Source: Nielsen Advertising Statistics | © Nielsen Media Research GmbH

IPTV

According to a study, 54 million households around the globe

will be using IPTV until 2011. By European standards, Germany

in particular still has catch-up potential. Industry estimations

currently assume around 1.2 million IPTV users in Germany;

thereof more than one million relates to Deutsche Telekom’s

IPTV platform Entertain. The reasons for the comparatively

slower growth in Germany are, amongst others, the strong

position of free-TV and cable network operators. The growth

driver for the distribution channel IPTV in the first quarter also

was the continued rise in demand for HD content. Moreover,

the topic of 3-D has become a popular issue over the past

months. According to experts, the 3-D format will obtain great

relevance in the coming three to five years.

Source: “In-Stat” Study

Production services

Production services for TV stations, right holders, sports asso-

ciations as well as advertising companies are significantly

dependent on macroeconomic performance and the develop-

ment of relevant market segments.

The first quarter of 2010 was dominated by further increased

cost-awareness and persistent reluctance to invest across a

broad base on the part of the clients, which placed ongoing

consolidation pressure on the market during the reporting

period. Nonetheless, the macroeconomic conditions on the

German TV sector slightly improved in the first quarter com-

pared to the same period last year, finding its expression in

development opportunities and the setup of new business

fields. Hence, demand is steadily rising for interactive, digital

and mobile services. The online advertising segment registered

double-digit growth rates and in the HD market (High Definition

market) increasing momentum are being noted. In addition,

the topic of 3-D for sports live productions is noticeably on

the rise.

1.5.2 Film

Theatrical production

Huge 3-D productions from Hollywood such as “Avatar”,

“Alice in Wonderland” or “How to Train Your Dragon” counted

among the film highlights of the first quarter 2010 in Ger-

many. The Hollywood studios have already announced the pro-

duction of more S3-D blockbusters in the coming months and

the sequels of the currently successful films. The flipside of

10

Q1 INTERIM GROUP MANAGEMENT REPORT

the enormously popular three-dimensional spectacle is the

shrunken market share of “traditional” two-dimensional films

(German market share by sales in Q1 2010: 19 percent;

2009: 28.7 percent). Affected by this was not least the Ger-

man film industry, which will launch major 3-D film titles like

the Constantin movie “Animals United” (starts at October 7,

2010) not until later this year.

Source: Nielsen EDI

TV service production

Contrary to the past months, the situation on the television

market is gradually regaining stability. The positive economic

development is also affecting the TV stations. Thus, TV mar-

keters such as IP Deutschland, SevenOne Media and El Cartel

Media recorded double-digit growth rates in the first quarter.

This positive trend could favorably impact the service pro-

ductions of the TV stations in the months to come.

Theatrical distribution

In the Federal Film Board (FFA) debate, no agreement was

reached between the politics and the major movie theater

chains during the first three months of 2010. Given the huge

popularity of the S3-D films, the digital refitting is however

urgently needed. At the end of April the Minister of State, Mr

Bernd Neumann, announced that a new digitalization initiative

shall be passed. The new initiative was presented at an expert

meeting held early in May and is addressed primarily to the

refitting of smaller theaters. About 4 million Euro for digitali-

zation has already been contained in the 2010 Federal Budget.

Source: Blickpunkt:Film from April 22, 2010 and April 26, 2010

Nearly 35.9 million box office admissions were registered in

the first quarter of 2010 (2009: 36.2 million) with sales rea-

ching about 271.1 million Euro (2009: 234.5 million Euro),

for a sales gain of 15.6 percent at a minus in viewers of one

percent. The higher sales figures were largely due to the higher

prices paid for 3-D tickets. The absolute top film title was by

far “Avatar”, which generated more than 7 million Euro in

S3-D of its approximately 8.9 million viewers at the end of

the quarter. Based on revenues and box office, the Disney pro-

duction "Alice in Wonderland" came in second place with an

audience of about 2.4 million, followed by “Sherlock Holmes”

with nearly 1.7 million viewers.

Source: Nielsen EDI; Market statistics Germany Q1 2010; dated: April 4, 2010

Home Entertainment

Based on total revenues of 392.0 million Euro generated in

the first three months of 2010, the Home Entertainment

industry in Germany posted significant sales growth despite

the ongoing economic crisis and sluggish consumer spending

compared with the previous year (374.0 million Euro). Besides

the conventional DVDs, the optical storage medium Blu-ray

disc gained further market importance. With a sales share of

14.0 percent in the video sell-through market, the Blu-ray

disc have already demonstrated a relevant sales share. Retail

revenues with the new data storage medium reached 44.0

million Euro by the end of the first quarter.

License trading/TV exploitation

With the positive economic development and higher sales

posted by the major TV marketers in the first quarter 2010,

the positive trend could continue in the current year, so that

the TV market has been able to slowly recover from the mas-

sive sales drops suffered in the past year.

The TV stations are still struggling with their formats to win the

attention of audiences. On the average, the television formats of

ARD was viewed the most during the first three months of

2010. According to the Society for Consumer Research (GfK),

the channels “Das Erste” and the “Dritte Programme” positioned

themself in front of the audience's favor with a market share

each of 13.4 percent in the first quarter. ZDF followed with

13.1 percent slightly ahead of RTL with 13.0 percent; SAT.1

came in with 10.0 percent and ProSieben with 6.3 percent.

Source: www.digitalfernsehen.de

1.5.3 Sports- und Event-Marketing

Sports sponsoring

Growing competition in the media markets also led to fiercer

competition for premium sports rights. As before however, the

premium rights asserted their priority and therefore the mar-

ket for top-class sports rights – as for example the UEFA

Champions League or the UEFA Europa League – also largely

withstood the economic crisis in the first quarter of 2010.

11

Musik events/Music sponsoring

Since both the New Year's and the Summer Night Concerts of

the Vienna Philharmonic Orchestra as well as the Eurovision

Song Contest – both top premium events – are anchored in

public broadcasting through the European Broadcasting Union

(EBU), the generally difficult market conditions in the field

of music are considerably less noticeable.

1.6 Controlling system and performance indicators

The Management Board of Constantin Medien AG is respon-

sible for the strategic course and the control of the Group.

With respect to the Group companies of the Sports Segment,

the operational responsibility underlies the particular manage-

ment of each subsidiary. The controlling of the companies within

this Segment is conducted through shareholders' meetings or

similar bodies.

Highlight Communications AG, as a stock corporation subject

to Swiss law, and Constantin Film AG, as a stock corporation

under German law, are autonomously managed by the Board of

Directors and the Management Board, respectively. As a share-

holder, Constantin Medien AG exercises control in the Highlight

Communications group by means of its 47.3 percent interest.

The Constantin Medien Group uses both financial and non-

financial key performance indicators as parameters for guiding

the company’s success. For details please refer to Chapter 1.8

of the Combined Group Management and Management Report

of the Annual Report 2009.

1.7 Business performance of the Group Segments

1.7.1 Sports Segment

One major focal point of the first quarter 2010 was the prepa-

rations undertaken to implement the new multimedia um-

brella brand SPORT1, which has been representing the sports

channel DSF as well as the sports portal Sport1 since April

11, 2010. To this end, a comprehensive program offensive

was already promoted at the beginning of the year by the

sports channel SPORT1, containing the expansion of live

broadcasting and news formats as well as the commencement

of new magazines and reports.

Television/SPORT1 (previously DSF)

Based on a first quarter marked by the Olympic Winter Games

in Vancouver/Canada, SPORT1 (previously DSF) registered a

stable market share of 0.8 percent of viewers overall (Viewers

3+) and 1.5 percent of the core target group of males aged 14

to 49 (males 14-49). With these figures, the station remained

constant on the whole with viewers overall and in the target

group 0.1 percentage points slightly above the comparable

period in 2009.

Source: AGF/GfK Fernsehforschung – TV-Scope

The sports channel started the new year with very strong

coverage in soccer. The live matches on Mondays of the 2nd

Bundesliga delivered top figures in the primetime area for two

consecutive times. The top figure was on the 28th match day

with 1.5 million viewers. On the average, SPORT1 reached

1.12 million viewers and market shares of 3.5 percent of

viewers overall and 4.9 percent in the core target group. In addi-

tion, the cult talkshow Doppelpass – Die Krombacher-Runde

furthermore presented itself at the high level of the past

reporting periods with coverage of up to 1.0 million viewers on

the average and market shares of 8.3 percent of viewers over-

all and 8.9 percent in the core target group, respectively. In

the non-soccer sector, the live broadcasting of the Handball

European Championship final provided top figures: up to 1.3

million viewers overall (market shares of 3.7 percent for

viewers 3+ and 4.4 percent for males 14-49) followed the

final match between France and Croatia on January 31, 2010.

Source: AGF/GfK Fernsehforschung – TV-Scope

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Q1 INTERIM GROUP MANAGEMENT REPORT

Final of the Handball Euro in Austria – Croatia vs. France

Online/SPORT1.de (previously Sport1.de)

SPORT1.de looks back on a very solid start into the new year.

The second half of the Bundesliga season, the Olympic Winter

Games and the Men's Handball European Championship provi-

ded strong coverage growth in the first quarter. Accordingly, the

quarterly average was up 30 percent to 27.5 million visits in

the reporting period versus the same quarter last year. The page

impressions (PIs) climbed 36 percent up to over 187 million PIs.

This positive coverage development was marked by the exciting

second half of the Bundesliga season, which already started

on January 15, 2010 because of the upcoming Soccer World

Cup, and a line-up of other current topics. The Olympic Winter

Games in Vancouver, supported this trend, too. SPORT1.de

delivered extensive coverage: the live ticker for all ongoing

events, up-to-the-minute results, statistics, as well as news,

profiles, background reports and photo galleries enticed 1.4

million visitors on SPORT1.de, that called-up over 16 million

page impressions.

The first quarter was highlighted by the Handball European

Championship from January 19 to 31, in which more than one

million Handball fans followed the extensive coverage. The hand-

ball event was not only transmitted via the live ticker, in nu-

merous articles and photo galleries, but via video clips as well.

IPTV/Constantin Sport Medien

With the kickoff of the second half of the 2009/2010 Bundes-

liga season, LIGA total! started with the usual live and confe-

rence feed broadcasting of all the matches of the Bundesliga

and the 2nd Bundesliga as well as with the in-depth highlights

of the single matches. Since the 18th matchday, LIGA total!

has added LIGA total! – Spieltaganalyse (also parallel on free-

TV via SPORT1). This format provides a detailed recount of

the current Bundesliga matchday following the live match on

Mondays of the 2nd Bundesliga. LIGA total! – Spieltaganalyse

is completing the comprehensive soccer coverage of the Bun-

desliga live channel.

Production services/PLAZAMEDIA

Starting with the second half of the Bundesliga 2009/2010

season at the beginning of the year, PLAZAMEDIA success-

fully continued with the production of the matches of the

soccer Bundesliga (in HD and SD) and 2nd Bundesliga (in SD)

for LIGA total! and for the live matches on Mondays of the 2nd

Bundesliga for SPORT1 (previously DSF).

Extending beyond the existing production services, PLAZA-

MEDIA realized a series of various new projects for Sky

Deutschland in the first quarter of 2010. Thus, the 2010

Formula 1 season started with a change: PLAZAMEDIA pro-

duced the “Silberpfeil Kanal” (“silver arrow channel”) for Sky

Deutschland for the first time, in which the entire race can be

viewed from the perspective of the Mercedes drivers. All in all

in this season, 19 Formula 1 races will be broadcasted live on

location. On February 23, 2010, PLAZAMEDIA produced the

Champions League match VfB Stuttgart vs. FC Barcelona in

Stuttgart for Sky Deutschland for the first time in the seminal

13

LIGA total! Spieltaganalyse – Thomas Strunz, Matthias Opdenhövel, Fredi Bobic

Michael Schumacher’s Formula 1 comeback – start of season in Bahrein

3-D format. The elaborate production required the use of five

camera units as a double-pack each attached with two special

lenses. Finally, Sky Deutschland commissioned a second HD

sports channel during the reporting period. This demonstrates

that the HD technology is on the rise.

1.7.2 Film Segment

Theatrical produktion

In comparison to the first quarter of 2009, the number of pro-

ductions being filmed or in post production remained almost

unchanged. Against the background of a saturated market,

Constantin Film AG does however plan to reduce in-house pro-

ductions and licensed titles in the near future – particularly in

mid-sized budgets.

In the area of in-house and co-productions of Constantin Film

AG, the following film titles were in production during the first

quarter 2010: the CGI production “Animals United”, a co-

production of Constantin Film Produktion GmbH and White

Horse Pictures GmbH and Ambient Entertainment GmbH &

Co. KG. Reinhard Klooss and Holger Tappe are the producers

and directors of this elaborate family entertainment movie. In

addition, the Constantin Film Produktion GmbH's “Werner –

Eiskalt!” was in production, which is scheduled to hit the

theaters in August.

Moreover, film shooting preparations were underway in the

first quarter for the following new theatrical productions of

Constantin Film AG: “Vicky the Viking 2”, the sequel to last

year’s most successful German film. The sequel of the ad-

ventures of the clever viking boy will be produced in S3-D.

Preparations have also been underway since the first quarter

for the S3-D production of “The Three Musketeers”, a re-

adaptation of the well-known classic by the author Alexandre

Dumas.

A complete line-up of titles is in post-production, most notably

“Resident Evil: Afterlife”. The fourth part of the “Resident

Evil” films is a Canadian/German co-production of Constantin

Film International GmbH and Davis Films/Impact Pictures Inc.

The innovative technology used for production gains a “3-D

Fusion Camera System” co-developed by James Cameron

(“Avatar”) lends the stereo images, besides the high digital

resolution, a new plasticity and an even more realistic 3-D

image design. The film release is scheduled for September

16, 2010. Amongst others, the following titles were also in

post production in the first quarter: “Freche Mädchen 2”

(release date: July 29, 2010), “We are the night”, a vampire

film of the Constantin Film subsidiary Rat Pack Filmproduktion

GmbH (scheduled to be released on October 28, 2010). In

addition, the Bernd Eichinger production “Die Superbullen”

(directors: Tom Gerhardt and Gernot Roll) is expected to hit

the theaters on September 9, 2010.

TV-Service production

Compared to the same period last year fewer TV service pro-

ductions were realized: Constantin Television GmbH prepared

a romantic-comedy “Fischer fischt Frau” (working title) for

ZDF, which has been carried out since May. The event action

thriller “Der große Stromausfall” has been in post production.

In January 2010 the two-part TV movie “Whiteout”, adapted

from the Ken Follett novel, generated coverage of up to 1.43

million viewers and market shares of up to 10.3 percent of

14 to 49 year-olds on ZDF. In addition, the Constantin Film

holding company, MOOVIE – the art of entertainment GmbH,

realized the ARD Tatort episode “Die Heilige” in February and

March 2010, which will be aired in December 2010 on ARD.

The third film of the Johannes Mario Simmel series “Liebe ist

nur ein Wort”, was broadcast by ZDF in March, reaching 4.34

million viewers and attaining a market share of 13.3 percent

in the advertising relevant target group.

14

Q1 INTERIM GROUP MANAGEMENT REPORT

Scene from “Freche Mädchen 2”

Compared to the 2009 business year the performance in the

TV Entertainment sector remained relatively stable despite the

challenging conditions on the TV service production market.

In the first quarter, Constantin Entertainment GmbH inter alia,

produced “Welt der Wunder – Der große Wissenstest” for

RTL2 (broadcasting date end of May 2010) for SAT.1, the 4th

season of the event show “Comedy Falle” with host Kai

Pflaume, which generated a solid average market share of

12.9 percent in the advertising relevant target group from its

broadcast in March 2010. The RTL show “Comedy Olymp”

reached a top market share of 22 percent of 14-49 year-old

viewers when it was aired on January 9, 2010. Furthermore,

the 8th season of “K11 – Kommissare im Einsatz” was started

on SAT.1 in January, generating a market share between 9 and

10 percent. The court show “Richter Alexander Hold” (now

in its 9th season) remains a perennial favorite on SAT.1, ob-

taining an average market share of up to 14.55 percent.

Sources: Produktionsspiegel Constantin Film AG und AGF/GfK Fernsehfor-schung – TV Scope

Theatrical distribution

Constantin Film AG's film releases were heavily influenced by

the very successful Hollywood blockbusters in the first three-

month period. Nonetheless, Constantin Film AG reached a

market share of 6.7 percent with its films released in the first

quarter of 2010, coming in 5th place after 20th Century Fox,

Warner Bros., Walt Disney and Sony Pictures.

Source: Nielsen EDI

The most successful film title of the first three months was

the teen movie “Vorstadtkrokodile 2” (released: January 21,

2010), which drew an audience of 659,590 viewers by the

end of the quarter, placing number 4 of the Top 10 movies by

viewers. The Doris Dörrie film “Die Friseuse” attained an

audience with 385,605 viewers* by the end of the reporting

period and the Bernd Eichinger production “The Ghetto”

registered 523,008 viewers*. The performance of “Jerry

Cotton”, a production of Rat Pack Filmproduktion GmbH with

155,234 viewers and the children's film “Hier kommt Lola”

with 276,144 viewers* were below expectations.

Source: Nielsen EDI, *Information as of March 31, 2010

As in the past years, the majority of the most important

Constantin Film theatrical releases are again scheduled for

the last two quarters of 2010; particularly, the film release of

the S3-D titles “Step Up 3-D”, “Resident Evil: Afterlife” and

“Animals United”.

Home Entertainment

The Highlight Comunications group held its market share con-

stant during the reporting period through its high-quality pro-

gramming line-up and a steadily growing library. In Germany,

the market share together with the partner, Paramount Home

Entertainment, stabilized at 11 percent in the video sell-

through sector. The same applies to the video store rentals, in

which the market share remained unchanged at 10 percent.

Source: media control

The most successful video release of German productions was

the Constantin Film title “Wickie und die starken Männer”,

15

Scene from “Whiteout” – Heiner Lauterbach, Isabella Ferrari

Scene from “Wickie und die starken Männer”

which was released on March 11, 2010 and sold 350,000

units in German-speaking Europe by the end of March. Other

release titles of the first quarter included the comedy “Maria,

ihm schmeckt’s nicht!”, which sold 140,000 units.

License trading/TV exploitation

Constantin Film Verleih GmbH secured German exploitation

rights in the area of third-party productions to the action-

filled adventure/fantasy film “Solomon Kane”. The film direc-

ted by Michael J. Bassett celebrated its premier in September

2009 at the Toronto Film Festival. The star-studded film was

produced by Paul Berrow, Samuel Hadida and Kevan Van

Thompson and features James Purefoy, Max von Sydow and

Rachel Hurd-Wood.

Source: Produktionsspiegel Constantin Film AG

Certain Constantin Film titles posted extremely successful TV

ratings in the first quarter of 2010: For example, the first TV

run of the license title “Bridge to Terabithia” on ProSieben on

Easter Saturday generated an excellent market share of 18.2

percent in the advertising relevant target group of 14 to 49

year-olds.

Source: AGF/GfK Fernsehforschung – TV Scope

In addition, Constantin Film AG generated revenues from the

licensing of TV rights for films such as “Bangkok Dangerous”,

“Disaster Movie”, “Freche Mädchen” or “A Year ago in Winter”

for pay-TV and “Asterix bei den Olympischen Spielen” and

“Herr Bello” for free-TV in the reporting period.

1.7.3 Sports- and Event-Marketing Segment

On an operating level, TEAM continued to focus on handling the

knockout stage of the UEFA Champions League and the UEFA

Europa League. In addition, TEAM's focus of operating activities

included the coordination of the extensive preparations for the

final match of the new UEFA Europa League between Atlético

Madrid and Fulham FC on May 12, 2010 in Hamburg and orga-

nizing the UEFA Champions League final match between FC

Bayern Munich and Inter Milan on May 22, 2010 in Madrid.

In the music sector, 2010 took off with the 2010 New Year's

Concert performed by the Vienna Philharmonic Orchestra,

which was viewed live or time-delayed around the world by

some 45 million viewers in 72 countries. Afterwards, emphasis

was placed on implementing the commercial activities of this

year's Eurovision Song Contest in Oslo (May 25-29, 2010),

the 55th broadcasting of the most important television event

of the European Broadcasting Union (EBU).

As part of the co-operation with the Vienna Philharmonic

Orchestra, preparations for the Summer Night Concert on

June 8, 2010 in the park of Schönbrunn Palace in Vienna

have already commenced. More than 40 countries will broad-

cast this largest open-air concert for classical music on TV.

2 Results of Operations, Financial andNet Assets Positions of the Group

2.1 Financial accounting and basis of presentation

The accompanying unaudited Interim Financial Report as of

March 31, 2010 has been prepared in conformity with the In-

ternational Financial Reporting Standards (IFRS). For details

regarding the accounting, refer to Chapter 2 of the Notes to

the Consolidated Interim Financial Statements.

No changes took place in the scope of consolidation in the

reporting period. Shares in subsidiaries were neither acquired

nor sold.

16

Q1 INTERIM GROUP MANAGEMENT REPORT

UEFA Champions League – Quarter-final 1st leg Bayern Munich vs. Man-chester United

2.2 Overall assessment of the reporting period

The Constantin Medien Group's overall business performance

was in line with own expectations in the first three months of

2010. However, sales and earnings were below last year's first

quarter figures, which was predominantly affected by the on-

going fierce competition in the TV advertising market and the

expected weaker performance delivered by the Film Segment.

By positive contrast, the Sports- and Event-Marketing Seg-

ment registered significant revenue and earnings growth in

the first three-month period of 2010 compared to the first

three-month period of 2009. The Group closed the first quarter

with earnings attributable to shareholders in the amount of

-2.4 million Euro.

2.3 Sales and earnings performance

The Group generated consolidated sales of 106.4 million Euro

in the first three-month period 2010. This represents a

decline of 14.4 million Euro or 11.9 percent compared to the

previous year's first quarter sales of 120.8 million Euro. The

three operating segments developed differently: The Sports

Segment, which has almost completed its restructuring,

reported lower sales by 11.4 percent. The sales decline posted

by the Film Segment amounted to 19.4 percent, but was in

line with expectations. On the contrary, the Sports- and Event-

Marketing Segment recorded higher first quarter sales by 20.6

percent. All in all, the Constantin Medien Group's sales de-

veloped as expected.

The line item “Capitalized film production costs and other

own work capitalized” stood at 6.2 million Euro, down 2.1

million Euro compared to the first quarter 2009. This largely

reflects the changes in the film assets of Constantin Film AG.

Other operating income rose from 2.2 million Euro to 5.8 million

Euro; the increase primarily related to compensation received

by the Constantin Film group for copyright infringements.

Cost of materials and licenses slightly dropped by 2.7 percent

to 56.7 million Euro (Q1 2009: 58.3 million Euro).

Personnel expenses stood at 27.5 million Euro, down 7.5 mil-

lion Euro or 21.4 percent below the same quarter last year

(35.0 million Euro). On the one hand, this development is

mostly the consequence of the deconsolidation of companies

sold in 2009, namely Creation Club (CC) GmbH. On the other

hand, this reflects staff downsizing undertaken by the Group

in the second half of 2009, mainly for freelance staff in the

TV service production and in the holding as well as for the

sports companies conducted as part of the restructuring

measures in the Sports Segment.

Other operating expenses came in at 13.1 million Euro in the

first three months of 2010 after 14.7 million Euro in the same

quarter last year. Among other things, lower expenses also

reflect measures implemented for cost-cutting purposes.

The Constantin Medien Group reports earnings before inte-

rest, taxes, depreciation and amortization (EBITDA) of 21.1

million Euro for the period from January to March 2010 (Q1

2009: 23.4 million Euro; -9.8 percent).

Amortization, depreciation and impairments stood at 21.4

million Euro in the first quarter, or 11.6 percent less than in

the previous year's quarter 2009 (24.2 million Euro). Thereof,

15.3 million Euro relates to the amortization of Constantin

Film AG's film assets (Q1 2009: 16.6 million Euro).

Amortization, depreciation and impairments of intangible assets

and tangible assets amount to 6.1 million Euro (Q1 2009:

7.6 million Euro). This contains 4.2 million Euro of scheduled

purchase price allocation (PPA) amortization (Q1 2009: 5.8

million Euro). The PPA-amortization relate to the allocation of

the purchase price for the acquisition of shares in the High-

light Communications group.

Group earnings before interest and taxes (EBIT) reached -0.3

million Euro following -0.8 million Euro the year before.

The Group's financial result totaled -0.6 million Euro (Q1

2009: 2.9 million Euro) and consists of financial income of

1.3 million Euro and financial expenses of 1.9 million Euro.

The quarter-on-quarter sharp decline in financial income of

5.1 million Euro is largely due to the significantly lower in-

come from the repurchase of convertible bonds 2006/2013.

17

The financial expenses fell by 1.6 million Euro, which is

mostly the result of lower current interest expenses for the

convertible bond 2006/2013 and the reduction of the financial

liabilities of the Highlight Communications group. Further-

more, in the first quarter 2009 expenses of 0.7 million Euro

from “changes in the fair value of financial instruments” were

incurred, while an income of 0.2 million Euro was generated

in the first quarter 2010.

The Group's pre-tax earnings from continuing operations stand

at -0.9 million Euro after positive earnings of 2.2 million Euro

in the previous year's first quarter.

In the disclosed tax balance of -0.1 million Euro (Q1 2009:

-1.3 million Euro) current tax expenses of 1.2 million Euro were

offset by deferred tax income of 1.1 million Euro, which mainly

relate to the release of deferred tax liabilities in connection

with the PPA-amortization. This results in after-tax earnings

from continuing operations of -0.9 million Euro, following

positive earnings of 1.0 million Euro in the first quarter 2009.

Earnings from discontinued operations were almost balanced

and include the discontinued musical activities of Life On

Stage GmbH.

The Group's first quarter earnings amounted to -0.9 million

Euro after 0.9 million Euro in the same quarter one year earlier.

Profit attributable to non-controlling interests is reported in

the amount of 1.5 million Euro. This includes UEFA's profit

share to Team Holding AG, which was still reported under

other operating expenses in the previous year’s reporting period.

The profit attributable to non-controlling interests stood at

-1.0 million Euro in the first quarter of 2009.

Therefore, the earnings attributable to shareholders amount

to -2.4 million Euro (Q1 2009: 2.0 million Euro). This corres-

ponds to earnings per share (basic and diluted) of -0.03 Euro

(Q1 2009: 0.03 Euro per share).

2.4 Segment performance

In the first three-month period of 2010, the Sports Segment

achieved sales of 38.0 million Euro, a decrease of 11.4 percent

quarter-on-quarter (42.9 million Euro). The sales performance

reflects the ongoing fierce competition in the TV advertising

market depending on market conditions and the persistent

reluctance of TV stations to invest in sports productions. In

addition, the sales performance was impacted by the decon-

solidation of companies sold in 2009, notably Creation Club

(CC) GmbH. An opposite effect came from IPTV sales (Bun-

desliga channel LIGA total!) that had not yet been included in

the prior year's quarterly sales.

Segment earnings were balanced after the first three months,

which was in line with the budget for the full year 2010. The

prior year's first quarter closed with segment earnings of 1.8

million Euro.

The Film Segment posted segment sales of 51.4 million Euro

in the first quarter, down 19.4 percent under the prior period

(Q1 2009: 63.8 million Euro). The drop in sales, which was

within expectations, is mainly due to the lower number of TV

service productions and a more restrained development in

theatrical distribution and license trading.

Segment earnings amounted to -2.1 million Euro after -2.4

million Euro in the first quarter of 2009. This amount includes

PPA-related scheduled amortization of 0.5 million Euro (Q1

2009: 2.9 million Euro). Adjusted for this effect, segment ear-

nings totaled -1.6 million Euro (Q1 2009: 0.5 million Euro).

The lower PPA-amortization amount largely relates to acquired

service productions that were fully written-down in 2009.

The Sports- and Event-Marketing Segment records sales of

17.0 million Euro for the period from January to March 2010.

The increase of 20.6 percent compared with the prior year’s

first quarter (14.1 million Euro) relates to higher marketing

revenues from the UEFA Champions League and the UEFA

Europa League.

The three-month segment earnings amounted to 3.0 million

Euro, significantly above the corresponding previous year’s

figure (1.3 million Euro). The earnings include scheduled

PPA-amortization of 4.2 million Euro (Q1 2009: 4.1 million

Euro). On an adjusted basis, the segment earnings amount to

18

Q1 INTERIM GROUP MANAGEMENT REPORT

7.2 million Euro (Q1 2009: 5.4 million Euro). In the first

quarter of 2010, UEFA's 20 percent profit participation in

Team Holding AG is reported as “profit attributable to non-

controlling interests”, whereas it had been included in seg-

ment earnings in the first quarter of 2009.

Others primarily report the expenditures incurred by Constantin

Medien AG as the holding company and the activities of

EM.TV Finance B.V. Earnings reached -1.3 million Euro in the

first quarter 2010 after -1.5 million Euro in the prior year’s

first quarter.

2.5 Net assets of the Group

As of March 31, 2010, the Constantin Medien Group reported

a balance sheet total of 606.3 million Euro, 38.6 million Euro

less than the amount reported at the end of the 2009 financial

year (644.9 million Euro).

Non-current assets decreased from 293.9 million Euro by

14.7 million Euro to 279.2 million Euro compared to the pre-

vious year end. Film assets accounted for 133.4 million Euro

at the end of the first quarter, down 12.4 million Euro under

the figure as of December 31, 2009. Of the total scheduled

amortization amounting to 15.3 million Euro, 0.3 million Euro

represented impairments.

Other intangible assets declined by 2.9 million Euro to 68.7

million Euro, mainly due to scheduled PPA-amortization in

the Sports- and Event-Marketing Segment. The balance sheet

position largely contains the agreements of TEAM concerning

the marketing of the UEFA Champions League and the UEFA

Europa League as well as the value of the “Constantin” brand

name.

Compared to the previous year end goodwill increased by 1.3

million Euro to 41.0 million Euro. This was impacted by the

value increase of the Swiss Franc against the Euro based on

the goodwill attributable to the Sports- and Event-Marketing

Segment.

Tangible assets slightly declined by 0.8 million Euro to 16.6

million Euro.

Current assets came in at 327.0 million Euro at the end of the

first quarter, or 23.9 million Euro less than at the end of 2009

(350.9 million Euro).

Trade accounts receivables and other receivables saw a sub-

stantial drop of 49.8 million Euro to 145.5 million Euro. A

major contributing factor was the settlement with two D&O

insurers finalized in 2009, related to claims for damages asser-

ted against former Board Members of the predecessor com-

pany, EM.TV & Merchandising AG. The gross settlement sum

of 57.5 million Euro was accounted for as a receivable as per

December 31, 2009, because the cash inflow was received in

the first quarter of 2010.

Corresponding to the lower receivables balance, the Group's

liquid funds (cash and cash equivalents) rose by 25.5 million

Euro to 174.0 million Euro as a consequence of the cash re-

ceipts from the settlement payments. A payment of 9.2 million

Euro for a contractual obligation in connection with directors'

liability suits and the repayment of financial liabilities in the

total amount of 25.5 million Euro (including additional buy-

backs of convertible bonds 2006/2013) reduced liquidity on

hand in the first three months. All other current assets did not

materially change compared to the previous balance sheet date.

In the separately listed item “Assets from discontinued ope-

rations”, the musical production company Life On Stage

GmbH is reported with 0.1 million Euro (December 31, 2009:

0.1 million Euro).

2.6 Financial position of the Group

On the liabilities side of the consolidated balance sheet,

Group equity stood at 109.2 million Euro at the end of the

first quarter 2010 after 109.8 million Euro at the end of

2009. Thereof, 53.1 million Euro related to the shareholders

of Constantin Medien AG (1.7 million Euro less than as at

December 31, 2009). As of March 31, 2010, the Group

reported an equity ratio of 18.0 percent, slightly above the

figure as of the end of the 2009 financial year (17.0 percent).

Non-current liabilities decreased by 7.3 million Euro to 105.7

million Euro compared to the previous year end. The decline

19

in non-current financial liabilities of 7.4 million Euro to 78.9

million Euro is almost entirely due to the further reduction of

the convertible bond 2006/2013 following the buy-backs

executed in the first quarter. The non-current financial liabi-

lities include the convertible bond and a loan granted by a

private investor in the amount of 30.0 million Euro.

Current liabilities totaled 391.3 million Euro as of March 31,

2010, 30.8 million Euro less than at the end of 2009 (422.1

million Euro). Thereby, current liabilities decreased by 15.8

million Euro to 198.7 million Euro, which was mostly due to

repayments of the Highlight Communications group.

The decline in trade accounts payable and other liabilities of

12.9 million Euro to 121.5 million Euro mainly relates to a

payment of 9.2 million Euro to a third party for a contractual

obligation arising from the D&O settlements.

Following the cash inflow from the settlement agreements and

the repayment of financial liabilities during the first quarter,

the Group's net debt decreased by 48.7 million Euro to 103.6

million Euro as of March 31, 2010 (December 31, 2009:

152.3 million Euro).

The liabilities from discontinued operations of TEUR 43 are

attributable to Life On Stage GmbH (December 31, 2009: 0.1

million Euro).

2.7 Liquidity status of the Group

The Constantin Medien Group reports a positive operating cash

flow from continuing operations of 54.3 million Euro for the

first three months of 2010 (Q1 2009: 7.0 million Euro). This

high figure relates to changes in working capital, especially in

trade accounts receivable and other receivables. The decrease

in receivables is largely due to the payment of contractual

amounts arising from the settlement with two D&O insurers.

Cash outflow for investing activities of 3.8 million Euro in the first

three months 2010 (Q1 2009: cash outflow of 2.7 million Euro)

primarily related to the productions of the Constantin Film group.

The Group's cash outflow for financing activities of 26.1 million

Euro (Q1 2009: cash outflow of 19.0 million Euro) mainly

related to the repayment of financial liabilities in the amount

of 25.5 million Euro conducted in the reporting quarter.

As in the corresponding prior year's quarter, the cash flow for

discontinued operations was nearly zero.

In total, the Group reports a positive cash flow of 24.4 million

Euro in the reporting period versus a cash outflow of 14.7

million Euro in the first quarter 2009.

3 Employees

The Constantin Medien Group had a total of 1,397 employees

as of March 31, 2010, including freelance employees (March

31, 2009: 1,806). Thereof, 724 represent the activities of

the Sports Segment and Others (March 31, 2009: 992) and

673 represent the Highlight Communications group (March

31, 2009: 814).

Group-wide, the number of salaried employees totaled 1,047

as of March 31, 2010 (March 31, 2009: 1,297); thereof 449

represent the activities of the Sports Segment and Others

(March 31, 2009: 689) and 598 represent the activities of

the Highlight Communications group (March 31, 2009: 608).

The headcount decline is primarily due to the sale of Creation

Club (CC) GmbH as well as staff downsizing due to the stream-

lining of the Group's structures and the rationalization program,

which was announced in November 2009, as well as the

reduction in freelance employees of the Constantin Film group.

4 Addendum Report

Introduction of the new multimedia umbrella brand SPORT1

As announced, the new umbrella brand SPORT1 for the sports

channel and the sports portal was introduced on April 11,

2010. Thereby the station’s and portal’s coverage reached top

ratings. In connection with the new market appearance, the

entire design elements of the station were redesigned.

20

Q1 INTERIM GROUP MANAGEMENT REPORT

The launch of the new umbrella brand SPORT1 was also

intensively supported by PLAZAMEDIA GmbH: The conversion

of processes, the conversion and handling of the studio opera-

tions and the broadcast management all ran smoothly.

Constantin Medien AG starts with new centralized marketer

On April 21, 2010, Constantin Medien AG announced that

the centralized marketer for the brands of the Sports Segment

shall start in June 2010 under the name Constantin Sport

Marketing. With the new centralized marketer, the Group will

accommodate the demands from the advertising industry and

the media agencies for marketing services across platforms

servicing the TV, online and mobile segments. Over and above

the marketing of its Group-owned brands, Constantin Sport

Marketing will still also act as third-party marketer for external

clients and their platforms.

Constantin Medien AG announces buy-back tender offer for

convertible bonds 2006/2013

On April 22, 2010, the Management Board of Constantin

Medien AG informed the Management Directors of the 100 per-

cent subsidiary EM.TV Finance B.V., Amsterdam/Netherlands,

that it resolved to invite bondholders of the 5.25% convertible

bond 2006/2013 issued by EM.TV Finance B.V. and guaran-

teed by Constantin Medien AG (nominal value of 5.85 Euro per

single convertible bond, due 2013) to offer to sell their con-

vertible bonds under a buy-back tender offer up to a maximum

aggregate nominal amount of 17,550,000 Euro. The bondhol-

ders were invited to make offers to sell their convertible bonds

at a purchase price of at least 5.65 Euro for each convertible

bond (including accrued interest). The term to make offers

commenced on April 22, 2010 and expired on April 30, 2010.

On May 4, 2010, Constantin Medien AG announced that the

uniform purchase price for all offers accepted for the repur-

chase of the convertible bonds is 5.65 Euro and the total no-

minal amount for the convertible bonds purchased amounted

to 4,956,617.25 Euro.

Discontinuation of Ultimate Fighting formats

In March 2010, the Bavarian Regulatory Authority for Com-

mercial Broadcasting (BLM) requested SPORT1 to stop broad-

casting the “Ultimate Fighting Championship” programs.

Accordingly, these content formats have not been broadcast

since April 9, 2010.

First 3-D Ice Hockey game in Europe – live and exclusively in

3-D and HD on LIGA total!

As part of a co-operation between Constantin Medien AG and

Deutsche Telekom AG, the opening game of the Ice Hockey

World Championship between the host country Germany and

the USA on May 7, 2010 in Gelsenkirchen was broadcasted

live on SPORT1 (in SD) and also live and exclusively in 3-D and

HD on LIGA total!.

The editorial and production technical responsibility for hand-

ling the ice hockey event of the year was in the hand of the

Group companies SPORT1, PLAZAMEDIA and Constantin Sport

Medien as operator of LIGA total!

Constantin Film Schweiz AG aquires shareholding in Kontra-

produktion AG

According to an agreement dated May 14, 2010 Constantin

Film Schweiz AG acquired a 79 percent shareholding in Kon-

traproduktion AG, Zurich/Switzerland, at a purchase price of

approximately 6 Euro. It is planned to purchase the remaining

shareholding interest in 2010 and to recapitalize the company at

approximately TEUR 214 after acquiring a 100 percent interest.

Constantin Film once again most successful producer and dis-

tributor of German films 2009

Constantin Film AG is once again the most successful producer

and distributor of German films for the 2009 theatrical year;

thereby securing the receipt of this year's grant in both cate-

gories of the “FFA-Branchentiger” from the Filmförderungs-

anstalt (FFA) in April 2010 for the fifth time in a row. In total,

the FFA grants 15.7 million Euro to economically and cultu-

rally successful German producers, distributors and short

films of the past year. Constantin Film AG scored with twelve

films in the production category – most notably with “Pope

Joan”, “Männersache” and “Wickie und die starken Männer”–

and was promised subsidies amounting to 2.0 million Euro. In

the distribution category, Constantin Film Verleih GmbH

secured the “FFA-Branchentiger” for the sixth time in a row:

16 films brought in a subsidies sum of 854,000 Euro. The

21

Rat Pack Filmproduktion GmbH received subsidies in the

amount of 273,080 Euro in the first quarter of 2010.

Source: FFA

5 Material transactions with relatedcompanies and related persons during the reporting period

Please refer to Chapter 11 of the Notes to the Consolidated

Financial Statements accompanying this Interim Financial

Report.

6 Risk report

6.1 Risk management

Risks are defined as the possibility of unfavorable future

developments that are anticipated with a significant, although

not necessarily predominant, degree of probability. Constantin

Medien AG evaluates and manages risks on the basis of a risk

management policy that defines the Group's risk manage-

ment system. This policy applies to all Group member com-

panies.

The risk profile of the Constantin Medien Group for the months

coming after the first quarter of 2010 primarily correspond with

the estimates reported in the Consolidated Financial State-

ments as of December 31, 2009. A detailed presentation of

the business risks and the integrated internal accounting-related

control and risk management system is set forth in Chapter 7

of the Combined Group Management Report and Management

Report of the Annual Report 2009. Additionally, reference is

made to the risk report of the Interim Financial Report of High-

light Communications AG as of March 31, 2010.

In addition thereto, the following risks are stated:

6.2 Risks in the Sports Segment

For a sports broadcaster like SPORT1, the availability of

attractive sports rights is of great importance. In its acquisition

of such rights, SPORT1 finds itself locked in fierce competition

with other free- and pay-TV stations and, increasingly, also

with new content providers such as telecommunications

groups and Internet services. In addition, public service

broadcasters, which are equipped with substantial financial

resources arising from the GEZ fees, and private general-

audience programs such as RTL, SAT.1 and ProSieben are

strengthening their efforts to increase their profile by broad-

casting more high-quality sports events. Therefore it cannot be

ruled out that the broadcaster SPORT1 may find itself exposed

to even more intense competition in the future, at least for

providing high-quality sports rights.

The German TV advertising market is marked by fierce com-

petition from sizable price reductions by TV stations. So-called

trading deals are accelerating the decline in prices. This

aggressive price competition could have lasting effects on the

pricing and sharing of advertising spending. The unalteredly

politically discussed advertising prohibitions in the automotive

and alcohol sectors as well as ongoing government regulation

with respect to the State Gambling treaty or the protection of

minors could still additionally impact SPORT1's revenue

model.

The sweepstake shows legislation adopted by the State Media

Authorities in February 2009 includes, among other items,

stricter rules for call-in formats. The emphasis here was on

protecting minors, and especially on stricter transparency

requirements for the sweepstake shows and corresponding for-

mats. It cannot be ruled out that the State Media Authorities

or legislators will pass additional restrictions on the call-in

formats. Furthermore, there is the risk of fewer revenues in con-

nection with the call-in formats due to a decline in the number

of callers participating in the sweepstakes.

Risks could also arise from the additional regulation of air-

time selling. For instance, the authorities are increasingly pro-

ceeding against the advertising of so-called “poker schools”

(i.e. Internet offerings in which the game of poker can be

learned without actually betting real money) and “50 cent

sweepstakes“ (i.e. Internet offerings in which players can par-

ticipate in sweepstake games with a maximum bet of 50 cents).

22

Q1 INTERIM GROUP MANAGEMENT REPORT

Consequently, administrative proceedings opposing the adver-

tising of the aforementioned offerings have been initiated in

two federal states against various private media companies

and also against SPORT1 GmbH.

At the end of 2009, agreements were concluded with Germany's

key cable network providers Kabel Deutschland (KDG) and

Unitymedia to secure the analog and digital distribution of

SPORT1 via cable over the medium-term. Due to contractual

rights of termination, however, a risk for the analog cable

coverage of SPORT1 could also arise during the duration of

these contracts. There is also the risk that the agreement with

another major cable network provider regarding the analog and

digital distribution via cable could be terminated as of

December 31, 2010. The growing digitization of distribution

channels creates additional distribution platforms for new

free-TV offerings.

On the medium-term, this will lead to more competitors acqui-

ring sports rights and entering the advertising market. Additio-

nally, there is the risk of a market share reduction caused by

a growing number of free-TV stations.

In the production services sector, risks continue to exist for

PLAZAMEDIA from outstanding contracts extensions with

various important customers. Following the awarding of the

media rights to the Austrian soccer Bundesliga to the previous

TV partner Sky and ORF, PLAZAMEDIA is still pitching for this

production order.

7 Opportunities Report

The opportunities profile of the Constantin Medien Group for

the months coming after the first quarter of 2010 primarily

correspond with the estimates reported in the Consolidated

Financial Statements as of December 31, 2009. A detailed

presentation of the Group's opportunities is set forth in Chapter

8 of the Combined Group Management and Management Report

of the Annual Report 2009. In addition, reference is made to

the opportunities report of the Interim Financial Report of

Highlight Communications AG as of March 31, 2010.

The following opportunities are presented:

7.1 Opportunities in the Sports Segment

At the present time, the Federal States are reviewing whether

the State Gambling Treaty, valid since beginning 2008, which

is providing a state monopoly on events, especially sports-

betting, and a TV and Internet advertising prohibition, parti-

cularly regarding sportsbetting, should be extended beyond

December 31, 2011. In the event that private sportsbetting

offers would be permitted and the advertising regulations

would be liberalized starting 2012, substantial revenues could

be generated from the advertising of such offers.

Increasing digitalization of distribution platforms is leading

to new channels and less expensive distribution possibilities

both nationally and internationally. Accordingly, the opportunity

arises for realizing cost-savings in connection with programming

transmission. Therefore, ARD, ZDF, ProSiebenSat.1 Media AG

and the media group RTL Germany have announced to stop

the cost-intensive analog-satellite transmission of their pro-

gramming signals as of April 30, 2012. By transmitting the

SPORT1 programming signal in the HD standard, opportunities

could open up for SPORT1 to generate additional revenues. In

addition, opportunities could arise for realizing further pay-TV

programs due to the digitalization of distribution platforms.

Corresponding negotiations are currently being held with

infrastructure providers.

8 Outlook

8.1 Economic environment

The evaluation of economic environments in the Segments of

Sports, Film as well as Sports- and Event-Marketing largely

correspond to the disclosures made in Chapter 9.2 of the

Combined Group Management and Management Report of the

Annual Report 2009.

8.2 Strategic priorities

8.2.1 The Constantin Medien Group

The Constantin Medien Group is continuing to pursue its stra-

tegic objective of becoming a leading media group in German-

23

speaking countries, covering the entire value and exploitation

chains in the areas of sports as well as film and TV production,

thereby earning stable, positive financial results. The Manage-

ment Board expects the Group to noticeably profit from the

realignment of the Sports Segment, in particular from the

creation of the umbrella brand SPORT1. The Film Segment

and the Sports- and Event-Marketing Segment are principally

positioned with good prospects in their markets. General cost-

awareness and the streamlining of structures and processes

will continue to be of high priority throughout the Group.

8.2.2 Sports Segment

The strategic focus also in the coming months will be on fina-

lizing the restructuring and reorientation of the TV and online

activities under the new umbrella brand SPORT1. This will

involve a contentual interlinking and co-operation, the use of

synergies within the Group, the realization of across-the-board

projects by the companies in the Sports Segment and not

least the announced centralized marketing of all media sports

platforms of the Group.

For purposes of sustainably increasing the number of unique

users, in the online sector focus shall be placed on the

expansion of content, increasing the moving image offerings

and the professional online coverage of major sporting events.

Against the background of the increasing digitalization of

distribution platforms – related to new channels and trans-

mission possibilities – distribution of SPORT1's programming

in HD standard is also planned for 2010.

The main focus of the PLAZAMEDIA group in 2010 and 2011

still will be the emphasis on the core business, intensifica-

tion and expansion of the relationships with existing custo-

mers in Germany and elsewhere, and in particular on the

extension of the technological market leadership in HD and

the further development of promising technological innova-

tions such as 3-D.

8.2.3 Film Segment

In the theatrical production field, promising in-house and

co-productions of Constantin Film AG in S3-D, notably the

action spectacles “The Three Musketeers” and “Vicky the

Viking 2”, are scheduled to start shooting in 2010.

The developments on the German TV market and its effects on

the TV service production and licensing sector are still subject

to intense monitoring with respect to the realization of the

large number of planned projects.

For theatrical distribution, Constantin Film AG, from a present-

day perspective is planning to release about ten in-house and

co-productions and license titles. With the S3-D titles “Step

Up 3-D”, “Resident Evil: Afterlife” and “Animals United”,

Constantin Film AG will enter the very promising world of 3-D

films in the late summer and autumn. Moreover, “Freche Mäd-

chen 2”, “Werner – Eiskalt!” or “Die Superbullen” will provide

additional highlights in the summer of 2010. All in all,

Constantin Film AG is well-equipped for the rest of the 2010

business year.

In the Home Entertainment business, the Group is primarily

relying on the first releases of the Constantin Film 2009 box-

office hits. Stable revenues are expected in the coming months

from film titles as “Pope Joan”, scheduled for release on DVD

and Blu-ray early in April 2010, “Law Abiding Citizen”,

“Vorstadtkrokodile 2” and “The Ghetto”.

In the area of free-TV exploitation, films such as “Fantastic

Four 2 – Rise of the Silver Surfer” and “Resident Evil:

Extinction” and in the pay-TV area, the license title, among

others, “The Women” will realize revenues.

8.2.4 Sports- and Event-Marketing Segment

TEAM's focus in the current financial year continues to lie on

the handling and execution of TV contracts and sponsoring

agreements for the two most renowned club soccer compe-

titions in the world, the UEFA Champions League and the

UEFA Europa League – and thus, around 350 matches staged

throughout Europe.

The months of May and June 2010 will see the first final

of the UEFA Europa League and the final of the UEFA Cham-

pions League, this year's Eurovision Song Contest and the

24

Q1 INTERIM GROUP MANAGEMENT REPORT

Summer Night Concert of the Vienna Philharmonic Orchestra,

which will be marketed and handled by TEAM.

8.3 Financial targets of the Group

It is noted that actual results could significantly differ from

expectations given about predicted developments if assump-

tions, as the background for the forward-looking statements,

prove to be inapplicable.

The Management Board unalteredly projects earnings attribu-

table to shareholders within a range of -12 million Euro to

-14 million Euro for 2010. In respect of Group sales, an

amount of between 440 million Euro and 460 million Euro is

projected from a present-day perspective.

Ismaning, May 26, 2010

Constantin Medien AG

The Management Board

Bernhard Burgener, Chairman of the Management Board

Antonio Arrigoni, Chief Financial Officer

25

26

Q1 CONSOLIDATED INTERIM FINANCIAL STATEMENTS

ASSETS

03/31/2010

133,406

68,676

40,973

16,609

5,944

9,854

254

3,510

279,226

3,467

145,531

698

3,262

174,044

327,002

85

606,313

12/31/2009

145,834

71,590

39,737

17,415

5,680

10,731

285

2,598

293,870

3,093

195,282

732

3,305

148,511

350,923

92

644,885

CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2010 in EUR ‘000

Non-current assets

Film assets

Other intangible assets

Goodwill

Tangible assets

Investments in associated companies and joint ventures

Non-current receivables

Other financial assets

Deferred tax assets

Current assets

Inventories

Trade accounts receivable and other receivables

Other financial assets

Tax receivables

Cash and cash equivalents

Assets from discontinued operations

TOTAL ASSETS

27

EQUITY/LIABILITIES

03/31/2010

85,131

-7,649

128,997

10,017

-160,951

-2,409

53,136

56,099

109,235

78,885

108

3,926

313

22,464

105,696

198,672

34,521

121,530

781

28,375

7,460

391,339

43

606,313

12/31/2009

85,131

-7,424

128,989

9,045

-169,660

8,709

54,790

54,992

109,782

86,263

120

3,778

313

22,504

112,978

214,466

35,487

134,402

2,576

28,000

7,147

422,078

47

644,885

CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2010 in EUR ‘000

Equity

Subscribed capital

Treasury stock

Capital reserve

Other reserves

Accumulated loss

Shareholders' interests

Equity attributable to the shareholders

Non-controlling interests

Non-current liabilities

Financial liabilities

Other liabilities

Pension provisions

Provisions

Deferred tax liabilities

Current liabilities

Financial liabilities

Advance payments received

Trade accounts payable and other liabilities

Liabilities due to associated companies and joint ventures

Provisions

Tax provisions

Liabilities from discontinued operations

TOTAL EQUITY AND LIABILITIES

Q1 CONSOLIDATED INTERIM FINANCIAL STATEMENTS

28

CONSOLIDATED PROFIT AND LOSS ACCOUNT

JANUARY 1 TO MARCH 31, 2010 in EUR ‘000

Sales

Capitalized film production costs and other own work capitalized

Total output

Other operating income

Costs for licenses, commissions and materials

Costs for purchased services

Cost of materials and licenses

Salaries

Social security and pension costs

Personnel expenses

Amortization and impairment on film assets

Amortization/depreciation and impairment on intangible

and tangible assets

Amortization, depreciation and impairment

Other operating expenses

Loss from continuing operations

Earnings from investments in associated companies and joint ventures

Financial income

Financial expenses

Financial result from continuing operations

Profit/loss from continuing operations before taxes

Current taxes

Deferred taxes

Income taxes

Profit/loss from continuing operations after taxes

Net loss from discontinued operations

Net loss/profit

thereof non-controlling interests

thereof shareholders' interests

1/1 to

03/31/2010

106,420

6,232

112,652

5,755

-14,434

-42,268

-56,702

-24,352

-3,161

-27,513

-15,252

-6,141

-21,393

-13,108

-309

59

1,307

-1,907

-600

-850

-1,217

1,130

-87

-937

-3

-940

1,469

-2,409

1/1 to03/31/2009

120,848

8,346

129,194

2,240

-16,650

-41,607

-58,257

-30,538

-4,482

-35,020

-16,590

-7,617

-24,207

-14,707

-757

93

6,419

-3,543

2,876

2,212

-1,040

-214

-1,254

958

-9

949

-1,017

1,966

* The figures for the previous year have been adjusted (see Note 2 ”Accounting and valuation principles”)

*

29

1/1 to

03/31/2010

-0.03

-0.03

-0.03

-0.03

0.00

0.00

77,491,385

77,491,385

1/1 to03/31/2009

0.03

0.03

0.03

0.03

0.00

0.00

71,753,380

71,753,380

JANUARY 1 TO MARCH 31, 2010 in EUR ‘000

Earnings per share

Earnings per share attributable to shareholders, basic (in EUR)

Earnings per share attributable to shareholders, diluted (in EUR)

Earnings per share from continuing operations

Earnings per share attributable to shareholders, basic (in EUR)

Earnings per share attributable to shareholders, diluted (in EUR)

Earnings per share from discontinued operations

Earnings per share attributable to shareholders, basic (in EUR)

Earnings per share attributable to shareholders, diluted (in EUR)

Average number of outstanding shares (basic)

Average number of outstanding shares (diluted)

*

JANUARY 1 TO MARCH 31, 2010 in EUR ‘000

Net profit/loss

Foreign currency translation differences

Other comprehensive income/ loss, net of tax

Total comprehensive income/loss

thereof non-controlling interests

thereof shareholders' interests

1/1 to

03/31/2010

-940

841

841

-99

1,338

-1,437

1/1 to03/31/2009

949

-837

-837

112

-1,125

1,237

CONSOLIDATED STATEMENT OFCOMPREHENSIVE INCOME/LOSS

* The figures for the previous year have been adjusted (see Note 2 ”Accounting and valuation principles”)

*

* The figures for the previous year have been adjusted (see Note 2 ”Accounting and valuation principles”)

30

Q1 CONSOLIDATED INTERIM FINANCIAL STATEMENTS

CONSOLIDATED CASH FLOW STATEMENTS

JANUARY 1 TO MARCH 31, 2010 in EUR ‘000

Net loss/profit

Net loss from discontinued operations

Deferred taxes

Current taxes

Financial result

Profit from investments in associated companies and joint ventures

Amortization, depreciation and impairment and write-ups on intangible and tangible assets

Profit/loss from disposal of non-current assets

Other non-cash items

Increase (-)/decrease (+) in inventories, trade accounts receivable

and other assets not classified to investing or financing activities

Decrease (-)/increase (+) in trade accounts payable and other

liabilities not classified to investing or financing activities

Dividends received from associated companies and joint ventures

Interest paid

Interest received

Income taxes paid

Income taxes received

Cash flow from operating activities, continuing operations

Change in cash and cash equivalents due to acquisitions

of companies/shares in companies, net

Payments for intangible assets

Payments for film assets

Payments for tangible assets

Payments for financial assets

Proceeds/payments due to sale of companies/shares in companies, net

Proceeds from disposal of intangible assets

Proceeds from disposal of tangible assets

Proceeds from disposal of financial assets

Cash flow for investing activities, continuing operations

1/1 to

03/31/2010

-940

3

-1,130

1,217

1,127

-59

21,393

1

-433

52,646

-18,171

0

-545

358

-1,358

181

54,290

0

-92

-3,058

-720

0

0

0

11

61

-3,798

1/1 to03/31/2009

949

9

214

1,040

-3,070

-93

24,207

-17

82

-15,153

453

0

-1,492

627

-1,797

1,033

6,992

0

-365

-18,360

-606

0

0

0

20

16,568

-2,743

* The figures for the previous year have been adjusted (see Note 2 ”Accounting and valuation principles”)

*

31

JANUARY 1 TO MARCH 31, 2010 in EUR ‘000

Proceeds from capital increase and from issuance of equity instruments

Payments for purchase of treasury stock

Proceeds from sale of treasury stock

Payments for purchase of non-controlling interests

Proceeds from sale of non-controlling interests

Repayment and buy-back of non-current financial liabilities

Repayment of current financial liabilities

Proceeds from receipt of non-current financial liabilities

Proceeds from receipt of current financial liabilities

Dividend payments

Cash flow for financing activities, continuing operations

Cash flow for discontinued operations

Cash flow from/for the reporting period

Cash and cash equivalents at the beginning of the reporting period

Change in cash and cash equivalents due to exchange rate movements

Cash and cash equivalents at the end of the reporting period

Change in cash and cash equivalents

1/1 to

03/31/2010

0

-448

0

-122

0

-7,581

-17,913

0

0

0

-26,064

-6

24,422

148,511

1,111

174,044

24,422

1/1 to03/31/2009

0

-1,376

1,425

-1,944

626

-7,511

-13,561

0

3,369

0

-18,972

-4

-14,727

165,947

-742

150,478

-14,727

*

* The figures for the previous year have been adjusted (see Note 2 ”Accounting and valuation principles”)

32

Q1 CONSOLIDATED INTERIM FINANCIAL STATEMENTS

CHANGES IN CONSOLIDATED EQUITY

JANUARY 1 TO MARCH 31, 2010 in EUR ‘000

Balance 1/1/2010

Foreign currency translation differences

Other comprehensive income/loss

Net profit/loss

Total comprehensive income/loss

Reclassification of prior year's net result

Capital increase

Change in treasury stock

Dividend payments

Other changes

Balance 03/31/2010

Balance 1/1/2009

Retrospective change in accounting principle

for transactions with non-controlling interests according to IAS 8

Adjusted balance 1/1/2009

Foreign currency translation differences

Other comprehensive income/loss

Net profit/loss

Total comprehensive income/loss

Reclassification of prior year's net result

Capital increase

Change in treasury stock

Dividend payments

Other changes

Balance 03/31/2009

Subscribedcapital

85,131

0

0

85,131

77,939

77,939

0

0

77,939

Capitalreserve

128,989

0

0

8

128,997

158,020

-35,062

122,958

0

0

75

-875

122,158

Treasurystock

-7,424

0

0

-225

-7,649

-5,956

-5,956

0

0

-59

-6,015

Otherreserves

9,045

972

972

972

10,017

9,737

9,737

-729

-729

-729

-850

8,158

33

Equity

attributable to

the shareholders

54,790

972

972

-2,409

-1,437

0

0

-217

0

0

53,136

71,218

-35,774

35,444

-729

-729

1,966

1,237

0

0

16

0

-1,725

34,972

Total

109,782

841

841

-940

-99

0

0

-448

0

0

109,235

142,433

-36,371

106,062

-837

-837

949

112

0

0

33

0

-1,184

105,023

Non-controlling

interests

54,992

-131

-131

1,469

1,338

-231

56,099

71,215

-597

70,618

-108

-108

-1,017

-1,125

17

541

70,051

Shareholders’interests

8,709

0

-2,409

-2,409

-8,709

-2,409

-131,344

-552

-131,896

0

1,966

1,966

131,896

1,966

Accumulatedloss

-169,660

0

0

8,709

-160,951

-37,178

-160

-37,338

0

0

-131,896

-169,234

34

Q1 CONSOLIDATED INTERIM FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED INTERIMFINANCIAL STATEMENTS

1. General information about the Group

The Group parent company, Constantin Medien AG, has its re-

gistered office in Münchener Straße 101g, Ismaning, Germany.

Constantin Medien AG's Management Board authorized publi-

shing of the accompanying unaudited, condensed consolidated

interim financial statements at its meeting on May 26, 2010.

2. Accounting and valuation principles

The accompanying unaudited, condensed consolidated inte-

rim financial statements for the period from January 1, 2010 to

March 31, 2010 have been prepared according to IAS 34 (In-

terim Financial Reporting) and in conformity with Internatio-

nal Financial Reporting Standards (IFRS) and the Interpre-

tations of the International Financial Reporting Interpretations

Committee (SIC/IFRIC), which are endorsed by the European

Union (EU).

The condensed, consolidated interim financial statements do

not include all explanations and disclosures prescribed under

IFRS and should be read in conjunction with the consolidated

financial statements of the Company as of December 31, 2009.

The accounting and valuation principles used in the consoli-

dated financial statements as of December 31, 2009 remained

consistent with those applied in the accompanying conden-

sed, consolidated interim financial statements except for the

first time adoption of amended or revised IFRS Standards

explained below. As a consequence of the changes in accoun-

ting and valuation principles made in the 2009 financial year,

the corresponding positions of the profit and loss account and

the cash flow statements have been adjusted in the compara-

tive period (see the Annual Report 2009, Notes to the Conso-

lidated Financial Statements, Note 2.1).

The consolidated interim financial statements are presented

in Euros, which represent the functional and reporting

currency of the Group parent company. In general, the

amounts are stated in thousands of Euros (TEUR or ‘000),

except where otherwise indicated.

The preparation of the consolidated interim financial state-

ments in conformity with IFRS requires management to use

estimates and assumptions that affect the classification and

measurement of reported income, expenses, assets, liabilities

and contingent liabilities as of the balance sheet date. These

estimates and assumptions represent management's best es-

timate based on historical experience and other factors, in-

cluding estimates about future events. The estimates and

assumptions are continually reviewed. Changes in accounting

estimates are necessary if changes occur in the circumstan-

ces on which the estimate was based or as a result of new in-

formation or additional findings. Such changes are recognized

in the period of the change. For additional information, refer

to Note 9, Accounting Estimates and Assumptions in the

Notes to the Consolidated Financial Statements in the Annual

Report 2009.

3. Changes in accounting principles

The Group applies IFRS 3, Business Combinations (revised)

and IAS 27, Consolidated and Separate Financial Statements

(revised) for the first time since the beginning of the 2010 fi-

nancial year.

The revised IFRS 3 largely results in changes to the accoun-

ting of the residual value of goodwill (option to use the "full

goodwill model“ or the former "partial goodwill model“), the

presentation of step acquisitions (revaluation of past acquisi-

tions to profit or loss), the determination of acquisition costs

(directly attributable incidental costs of acquisition are nor-

mally expensed immediately) and changes in individual

aspects of recognition and measurement of identifiable assets

and liabilities. Since no such transactions were performed in

the reporting period and IFRS 3 is to be applied prospecti-

vely, there was no impact on the accompanying consolidated

interim financial statements.

The revised IAS 27 mainly results in changes to transactions

with non-controlling interests and losses for non-controlling-

interests in the consolidated financial statements. In addition,

future retained interests under transitional consolidations are

generally recognized at fair value to profit or loss. An increase

or decrease in the investment interest held in a subsidiary

shall be presented directly in equity in the future, provided

that the parent company continues to have control. There was

no material impact on the presentation of the Group's net as-

sets, financial position and results of operations from the first

time adoption.

The mandatory adoption of the following revised or amended

Standards or Interpretations did not materially impact on the

accompanying consolidated interim financial statements for

the 2010 financial year:

– IFRS 2, Share-based Payment: Group Cash-settled Share-

based Payment Transactions (amendment)

– IAS 39, Financial Instruments: Recognition and Measure-

ment – Eligible Hedged Items (amendment)

– Amendments to IFRSs 2009/ Improvement Project 2009*

– IFRIC 17, Distributions of Non-cash Assets to Owners

– IFRIC 18, Transfers of Assets from Customers

* The following individual Standards have been impacted by this: IFRS 2, IFRS 5, IFRS 8, IAS 1, IAS 7, IAS 17, IAS 18, IAS 36, IAS 39, IFRIC 9, IFRIC 16

The Constantin Medien Group voluntarily waived the earlier

adoption of the new or revised Standards and Interpretations,

whose application is not yet mandatory for the 2010 finan-

cial year. The Group is currently evaluating the impact that

the application of these Standards and Interpretations may

have on the consolidated financial statements. For additional

information, refer to Note 2.3 in the Notes to the Consolidated

Financial Statements in the Annual Report 2009.

4. Changes in the consolidated Group

No changes took place in the scope of consolidation in the

reporting period. Shares in subsidiaries were neither acquired

nor sold.

5. Financial risk management

The Group is exposed to various financial risks arising from

operating business activities and financing activities. Financial

risks of relevance to the Group arise from changes in foreign

exchange rates, market risks for financial assets, changes in

interest rates, liquidity as well as creditworthiness and the

payment ability of the Group's business partners. For additional

information, refer to Note 7, Disclosures Regarding Financial

Risk Management, Notes to the Consolidated Financial State-

ments in the Annual Report 2009.

6. Discontinued operations

The assets and liabilities as well as the net results of Life On

Stage GmbH continue to be reported as discontinued opera-

tions in accordance with IFRS 5.13. The same applies to the

presentation in the cash flow statement.

7. Explanatory notes to selected line items in the balance

sheet and profit and loss account

The balance sheet total at March 31, 2010 amounts to EUR

606.3 million compared to EUR 644.9 million as of December

31, 2009. The decrease in the balance sheet total primarily

relates to the reduction of film assets of EUR 12.4 million

compared to December 31, 2009, which mostly arose from

scheduled amortization of film assets, and the decline in the

trade accounts receivable and other receivables position of

EUR 49.8 million. This was offset by an increase in cash and

cash equivalents by EUR 25.5 million to EUR 174.0 million.

Cash and cash equivalents increased as a consequence of the

settlement payments received from the D&O insurers, ACE

and CHUBB, in the amount of EUR 57.5 million. This was

largely counteracted by a payment of EUR 9.2 million arising

from a contractual obligation in connection with the settle-

ment payments and the repayment of financial liabilities of

EUR 25.5 million.

Equity remained virtually unchanged at EUR 109.2 million after

EUR 109.8 million as of December 31, 2009. An increase to

equity arising from foreign currency translation differences of

EUR 0.8 million, which mostly relates to the value increase of

the Swiss Franc against the Euro, was offset by a decrease to

equity from the negative Group earnings of EUR -0.9 million

and from a change in treasury stock of EUR -0.5 million. Non-

controlling interests increased by EUR 1.1 million mainly as

a result of profit attributable to non-controlling interests of

the UEFA's share to Team Holding AG.

Non-current financial liabilities total EUR 78.9 million as of

the balance sheet date (prior year: EUR 86.3 million) and

35

36

Q1 CONSOLIDATED INTERIM FINANCIAL STATEMENTS

consist of the convertible bond 2006/2013 in the amount of

EUR 48.9 million (prior year: EUR 56.1 million) and a loan

granted by a related person of Highlight Communications AG

in the amount of EUR 30.0 million (prior year: EUR 30.0 mil-

lion). The decline in non-current financial liabilities in the first

quarter of 2010 is due to Constantin Medien AG's repurchase

of a total of 1,335,156 convertible bonds. As of March 31,

2010, the Company itself held a total of 6,335,156 conver-

tible bonds (prior year: 5,000,000 units), whereas 8,630,303

were still outstanding (prior year: 9,965,483 units). In addition,

24 convertible bonds were converted to Constantin Medien

AG shares in the first quarter of 2010 (prior year: 0). Fur-

thermore, current and non-current other financial liabilities in

the amount of EUR 1.0 million existing as of December 31,

2009 were completely repaid during the first quarter of 2010.

First-quarter sales stood at EUR 106.4 million compared to

EUR 120.8 million in the first quarter 2009. The decrease of

EUR 14.4 million relates on one hand to the lower sales

posted by the Sports Segment of EUR -4.9 million and by the

Film Segment of EUR -12.4 million whereas the Sports- and

Event-Marketing Segment could increase sales by EUR 2.9

million. The sales decline in the Sports Segment reflects the

on-going tense TV advertising market, as caused by the eco-

nomic conditions, and the persistent reluctance by TV stations

to invest in sports productions. The drop in sales in the Film

Segment is mainly due to the lower number of TV service pro-

ductions and a more restrained development in theatrical distri-

bution and license trading. By positive contrast, the Sports-

and Event-Marketing Segment succeeded in posting higher

marketing revenues from the UEFA Champions League and

the UEFA Europa League compared to the same quarter last year.

The quarter-on-quarter increase in other operating income by

EUR 3.6 million to EUR 5.8 million largely relates to com-

pensation received by the Constantin Film group in the amount

of EUR 2.4 million for copyright infringements (prior year: 0).

Amortization, depreciation and impairments of the film assets

as well as of intangible and tangible assets amounted to EUR

21.4 million in the first quarter of 2010 (prior year: EUR 24.2

million). Of this, EUR 21.1 million (prior year: EUR 24.2 mil-

lion) relates to scheduled amortization and depreciation and

EUR 0.3 million (prior year: TEUR 20) relates to impairments,

mostly for film assets. Scheduled amortization includes EUR

4.7 million (prior year: EUR 7.0 million) for the amortization

of assets arising from the purchase price allocation (PPA).

Whereas the PPA-amortization of TEAM's agreements for the

marketing of the UEFA Champions League and the UEFA

Europa League remained nearly the same, the PPA-amortiza-

tion for film assets decreased by EUR 0.7 million quarter-on-

quarter. The PPA-amortization for the order backlog of a

Constantin subsidiary ceased to incur compared to the first

quarter 2009 (EUR 1.7 million), because the order backlog

was completely written-down in the 2009 financial year.

Personnel expenses decreased by EUR 7.5 million to EUR

27.5 million quarter-on-quarter. On one hand, this decrease

reflects the headcount reduction of permanent and freelance

employees and on the other hand, the workforce downsizing in

connection with the deconsolidation of companies undertaken

in the second half of the 2009 financial year.

Other operating expenses fell by EUR 1.6 million to EUR 13.1

million compared to the previous year's first quarter and was

among other things also due to measures implemented for cost-

cutting purposes.

Financial income of EUR 0.2 million (prior year: EUR 5.7 mil-

lion) was realized in the first quarter 2010 from the repurchase

of 1,335,156 convertible bonds (prior year: 2,400,000).

Financial income for the first quarter 2010 includes income

from changes in the fair value of financial instruments from an

equity swap transaction of EUR 0.2 million (prior year: financial

expense of EUR 0.7 million). This equity swap transaction

concerns the sale of 900,000 treasury shares by Highlight

Communications AG to a financial institution (counterparty) at

a price of EUR 6.90 per share.

8. Explanatory notes to equity and earnings per share

As of March 31, 2010, the balance of directly and indirectly

held non-voting treasury shares amounted to 7,649,378 Con-

stantin Medien shares taking into account shares held by

Highlight Communications AG (December 31, 2009:

7,424,402). During the first three months of 2010, Highlight

Communications AG acquired 225,000 additional Constantin

Medien AG shares over the stock exchange. In addition, Con-

stantin Medien AG used 24 treasury shares in the first quar-

ter 2010 in connection with the conversion of 24 convertible

bonds. The Company has no rights to treasury stock.

Potential shares do not include any shares from employee

options or from the 5.25% convertible bond 2006/2013,

because either the exercise price was above the underlying

average share price or the potential shares have no diluting

effects.

9. Segment reporting

The segment information below is based on the so-called

“management approach”.

The Company's Management Board, as the chief operating

decision maker, makes decisions about the allocation of re-

sources to the segments and still assesses their success on the

basis of key indicators for sales and segment result. Based on

the internal management reporting system and the underlying

organizational structure of internal reporting, the Group is still

classified into the three operative segments Sports, Film and

Sports- and Event-Marketing. Additionally, Others contain the

administrative functions of the holding company, Constantin

Medien AG, and the activities of EM.TV Finance B.V.

The segment result is defined as earnings before earnings

from investments in associated companies and joint ventures,

before financial result, before taxes and before earnings from

discontinued operations.

Sales and services transacted between business segments are

generally rendered at prices that would have been agreed with

third parties.

The table below shows information about the segment results

including a reconciliation to the Group result from continuing

operations before taxes for the first quarters of 2010 and

2009, respectively:

37

38

Q1 CONSOLIDATED INTERIM FINANCIAL STATEMENTS

SEGMENT INFORMATION

Sports

38,039

5

38,044

1,714

-39,748

-1,397

-1

10

42,877

322

43,199

1,453

-42,849

-1,266

-2

1,803

External sales

Intercompany sales

Total sales

Other segment income

Segment expenses

thereof scheduled amortization and depreciation

thereof impairments

Segment result from continuing operations

Non-allocated items

Earnings from investments in associated companies

and joint ventures

Financial income

Financial expenses

Loss from continuing operations before taxes

External sales

Intercompany sales

Total sales

Other segment income

Segment expenses

thereof scheduled amortization and depreciation

thereof impairments

Segment result from continuing operations

Non-allocated items

Earnings from investments in associated companies

and joint ventures

Financial income

Financial expenses

Profit from continuing operations before taxes

Sports- andEvent-

Marketing

17,017

0

17,017

3

-13,978

-4,401

0

3,042

14,139

0

14,139

1

-12,806

-4,265

0

1,334

Others

0

0

0

1,192

-2,450

-39

0

-1,258

0

0

0

1,388

-2,868

-44

0

-1,480

Group

106,420

0

106,420

11,987

-118,716

-21,091

-302

-309

59

1,307

-1,907

-850

120,848

0

120,848

10,586

-132,191

-24,187

-20

-757

93

6,419

-3,543

2,212

Film

51,364

0

51,364

10,094

-63,561

-15,254

-301

-2,103

63,832

0

63,832

8,596

-74,842

-18,612

-18

-2,414

Recon-ciliation

0

-5

-5

-1,016

1,021

0

0

0

0

-322

-322

-852

1,174

0

0

0

SEGMENT INFORMATION BY BUSINESS SEGMENTS JANUARY 1 TO MARCH 31, 2010 in EUR ‘000

SEGMENT INFORMATION BY BUSINESS SEGMENTS JANUARY 1 TO MARCH 31, 2009 in EUR ‘000*

* The figures for the previous year have been adjusted (see Note 2 ”Accounting and valuation principles”)

39

10. Financial commitments, contingent liabilities and other fi-

nancial commitments

Financial commitments could arise in the maximum amount

of EUR 40 million in the Highlight Communications group

due to the planned acquisition of the 20 percent sharehol-

ding in Team Holding AG as of June 30, 2010.

11. Relationships with related companies and persons

The Company maintains relations as part of normal business

activities with associated companies and joint ventures as well

as companies that are controlled by Supervisory Board Members.

There were no business relations carried out between Con-

stantin Medien AG and associated companies as well as joint

ventures during the reporting period. Sales and other income

totaling TEUR 220 (prior year: TEUR 223) realized in the

reporting period by the Highlight Communications group from

PolyScreen Produktionsgesellschaft für Film und Fernsehen

mbH was largely incurred from the service production

“Dahoam is Dahoam”. No expenses were incurred with Poly-

Screen Produktionsgesellschaft für Film und Fernsehen mbH

in the reporting period (prior year: TEUR 0). As of March 31,

2010, there were no receivables (prior year: TEUR 0) and

trade accounts payable amounted to TEUR 781 (prior year:

TEUR 2.576).

A consultancy agreement exists between the Constantin Film

group and Fred Kogel GmbH covering license trading, TV/ser-

vice productions and film distribution. Expenses amounting

to TEUR 75 were incurred in the first quarter 2010. Liabili-

ties at March 31, 2010 amount to TEUR 37.

Related persons comprise of the Management and Super-

visory Boards and their relatives.

Consultancy agreements exist between Constantin Medien AG

as well as Highlight Communications AG and Mr Werner E.

Klatten. In the first quarter 2010 expenses in the amount of

TEUR 153 (prior year: TEUR 153) were incurred. Liabilities

stand at TEUR 53 (prior year: TUER 54) at March 31, 2010.

12. Subsequent events after the balance sheet date

The relaunch of the new multimedia umbrella brand SPORT1

was completed on April 11, 2010. Since that date, the TV

station DSF and the online portal Sport1 are presented under

the new multimedia umbrella brand name SPORT1.

On April 22, 2010, Constantin Medien AG offered bondhol-

ders of the 5.25% convertible bond 2006/2013 (ISIN

DE000A0GQKR4) issued by EM.TV Finance B.V. and gua-

ranteed by Constantin Medien AG of a nominal value of EUR

5.85 per single convertible bond, due 2013, to sell their con-

vertible bonds under a buy-back tender offer up to a maxi-

mum aggregate nominal amount of EUR 17,550,000. The

bondholders were invited to make offers to sell their convertible

bonds at a purchase price of at least EUR 5.65 for each con-

vertible bond (including accrued interest). The term to make

offers expired on April 30, 2010. On May 4, 2010 Constantin

Medien AG announced that the uniform purchase price for all

offers accepted for the repurchase of the convertible bonds is

EUR 5.65 and the total nominal amount for the convertible

bonds purchased amounts to EUR 4,956,617.25.

On April 27, 2010 Constantin Medien AG sold its 15 percent

shareholding in WIGE MEDIA AG.

According to an agreement dated May 14, 2010 Constantin

Film Schweiz AG acquired a 79 percent shareholding in Kontra-

produktion AG, Zurich/Switzerland, at a purchase price of

approximately EUR 6. It is planned to purchase the remai-

ning shareholding interest in 2010 and to recapitalize the

company at approximately TEUR 214 after acquiring a 100

percent interest.

Ismaning, May 26, 2010

Constantin Medien AG

Management Board

Bernhard Burgener, Chairman of the Management Board

Antonio Arrigoni, Chief Financial Officer

40

Q1 THE COMPANY | IMPRINT | FINANCE CALENDAR 2010

Imprint

Published by

Constantin Medien AG

Münchener Straße 101g, 85737 Ismaning, Germany

Phone +49 (0) 89 99 500-0, Fax +49 (0) 89 99 500-111

E-Mail info@constantin-medien.de

www.constantin-medien.de

HRB 148 760, Munich District Court

Edited by

Constantin Medien AG Kommunikation/Investor Relations

Frank Elsner Kommunikation für Unternehmen GmbH,

Westerkappeln

Designed by

Brandsome GmbH

Picture credits

Picture library:

Constantin Medien AG (Page 13)

© 2010 Constantin Film Verleih GmbH (Page 14)

© Constantin Television & Network Movie (Page 15)

Constantin Film AG (Page 15)

imago sportfotodienst gmbh (Pages 12,13, 16)

All photographic material published in this report are protected

by copyright, and may only be reproduced with the written per-

mission of the originator.

FINANCE CALENDAR 2010

June 9, 2010Annual General Meeting (AGM) for 2009 business year

August 2010Interim Financial Report 2010

November 2010Report for the third quarter of 2010

CONSTANTIN MEDIEN AG

Münchener Straße 101g 85737 Ismaning, Germany Phone +49 (0) 89 99 500 -0 Fax +49 (0) 89 99 500 -111 HRB 148 760, Munich District Court info@constantin-medien.de www.constantin-medien.de