This document is a non-binding convenience translation of the German-language Joint Statement (Gemeinsame Stellungnahme) of the Management Board (Vorstand) and the Supervisory Board (Aufsichtsrat) of Constantin Medien AG pursuant to the German

Securities Acquisition and Takeover Act (WpÜG).

IN CASE OF ANY DISCREPANCY BETWEEN THE ENGLISH AND THE GERMAN VERSION ONLY THE GERMAN VERSION IS BINDING.

Mandatory publication pursuant to sections 1 (3) no. 2(a), 34, 27 (3) sentence 1 and section 14 (3) sentence 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und

Übernahmegesetz, WpÜG)

Joint Statement of the Management Board and the Supervisory Board

of

Constantin Medien AG Münchener Strasse 101g, 85737 Ismaning, Germany

on the

Voluntary Public Takeover Offer (Cash offer pursuant to section 29 of the German Securities Acquisition and Takeover Act)

in accordance with the Offer Document published on 18 December 2017

by

Studhalter Investment AG Matthofstrand 8, 6005 Lucerne, Switzerland,

and

Highlight Communications AG Netzibodenstrasse 23b, 4133 Pratteln, Switzerland,

to the

Shareholders of Constantin Medien AG

Shares of Constantin Medien AG: ISIN DE0009147207 Tendered shares of Constantin Medien AG: ISIN DE000A2G9MW6

2

CONTENTS

I. General Information on this Reasoned Statement ............................................................................ 6

1. Legal Basis of this Reasoned Statement ........................................................................................... 6

2. Factual Basis of this Reasoned Statement ........................................................................................ 7

3. Publication of this Reasoned Statement and of Additional Reasoned Statements in Relation to Possible Changes to the Offer .......................................................................................................... 8

4. Statement of the Works Councils and Employees ........................................................................... 8

5. Own Responsibility of the Constantin Shareholders ........................................................................ 8

II. Information on Constantin AG ......................................................................................................... 9

1. Legal Basis of the Company ............................................................................................................ 9

2. Listing of Company Shares .............................................................................................................. 9

3. Capital Structure of the Company .................................................................................................... 9

3.1 Share Capital ....................................................................................................................... 9

3.2 Authorised Capital ............................................................................................................. 10

3.3 Contingent Capital ............................................................................................................. 10

4. Shareholder Structure ..................................................................................................................... 11

5. Events in the Shareholder Group before Submission of the Offer ................................................. 11

6. Overview of the Constantin Group’s Business .............................................................................. 12

7. Corporate Development, Objections, and Strategies of the Constantin Group .............................. 12

8. Summary of Financial Data ............................................................................................................ 13

9. Constantin’s Management Board and Supervisory Board ............................................................. 13

10. Structure of the Constantin Group .................................................................................................. 14

III. Information on the Bidders and the Parties Acting in Concert ...................................................... 14

1. Information on Studhalter Investment AG ..................................................................................... 14

1.1 Legal Basis and Share Capital ........................................................................................... 14

1.2 Shareholder Structure ........................................................................................................ 15

2. Information on Highlight Communications AG ............................................................................ 15

2.1 Legal Basis and Share Capital ........................................................................................... 15

2.2 Shareholder Structure ........................................................................................................ 15

3. Framework Agreement and Other Parties Gaining a Controlling Interest ..................................... 16

4. Parties Acting in Concert with the Bidders .................................................................................... 17

5. Constantin Shares Currently Held by the Bidders and Parties Acting in Concert with the Bidders or their Subsidiaries, Attribution of Voting Rights ........................................................................ 18

6. Release Effect of the Offer ............................................................................................................. 18

7. Information about Securities Transactions ..................................................................................... 19

3

7.1 Prior Acquisitions .............................................................................................................. 19

7.2 Agreements Pursuant to which the Transfer of Title to the Constantin Shares may be Claimed ..................................................................................................... 19

8. Parallel Acquisitions ....................................................................................................................... 19

IV. Information about the Offer ........................................................................................................... 19

1. Relevance of the Offer Document .................................................................................................. 19

2. Implementation of the Offer ........................................................................................................... 20

3. Subject Matter of the Offer and the Offer Price ............................................................................. 20

4. Acceptance Periods ........................................................................................................................ 21

4.1 Acceptance Period .......................................................................................................................... 21

4.2 Further Acceptance Period ............................................................................................................. 21

5. Closing Conditions ......................................................................................................................... 22

6. Permission by BaFin to publish the Offer Document .................................................................... 22

7. Acceptance and Completion of the Offer ....................................................................................... 22

V. Financing of the Offer .................................................................................................................... 22

1. Financing Requirements ................................................................................................................. 22

2. Financing Arrangements ................................................................................................................ 23

VI. Type and Amount of the Consideration ......................................................................................... 23

1. Type and Amount of the Consideration ......................................................................................... 23

2. Statutory Minimum Price ............................................................................................................... 23

2.1 Prior Acquisitions .............................................................................................................. 23

2.2 Stock Exchange Price ........................................................................................................ 24

3. Evaluation of the Consideration ..................................................................................................... 24

3.1 Historical Stock Exchange Performance ........................................................................... 24

3.2 Assessment by Financial Analysts .................................................................................... 25

3.3 Freitag’s Fairness Opinion ................................................................................................ 26

3.4 Overall Assessment of the Adequacy of the Consideration by the Management Board and Supervisory Board ...................................................................... 28

VII. Objectives and Intentions of the Bidders and their Evaluations by the Management Board and Supervisory Board .......................................................................................................................... 29

1. The Bidders’ Statements in the Offer Document ........................................................................... 29

1.1 Economic and Strategic Reasons Underlying the Offer .................................................... 29

1.2 The Bidders’ Intentions ..................................................................................................... 29

1.2.1 Future Business Activities at Constantin ................................................. 30

1.2.2 Registered Office of Constantin, Locations of Material Business Units ......................................................................................... 30

4

1.2.3 Assets and Future Obligations of Constantin .......................................... 30

1.2.4 Employees, Employee Representation and Conditions of Employment at Constantin ...................................................................... 31

1.2.5 Constantin’s Management Board and Supervisory Board ....................... 31

1.2.6 Potential Structural Measures .................................................................. 31

1.2.7 Dividend Policy ....................................................................................... 32

2. Assessment of the Bidders’ Intentions and Anticipated Consequences for Constantin ................. 32

2.1 Future Business Activities at Constantin ........................................................................... 32

2.2 Registered Office of Constantin, Location of Material Business Units ............................ 33

2.3 Assets and Future Obligations of Constantin .................................................................... 33

2.4 Employees, Employee Representation and Conditions of Employment at Constantin .......................................................................................................................... 34

2.5 Constantin’s Management Board and Supervisory Board ................................................ 34

2.6 Consequences of Potential Structural Measures ................................................................ 34

2.7 Dividend Policy ................................................................................................................. 35

2.8 Future Business Activities of the Bidders and Parties gaining a Controlling Interest ............................................................................................................ 35

2.9 Expected Tax Consequences ............................................................................................. 35

2.10 Financial Consequences .................................................................................................... 36

2.11 Consequences for the Operational Activity of the Constantin Group ............................... 37

VIII. Effects on Constantin Shareholders ............................................................................................... 37

1. Possible Disadvantages of Accepting of the Offer ......................................................................... 37

2. Possible Disadvantages of not Accepting the Offer ....................................................................... 39

IX. Interests of the Members of the Management Board and the Supervisory Board ......................... 42

X. Intention to Accept the Offer .......................................................................................................... 43

XI. Final Assessment ............................................................................................................................ 43

5

INDEX OF DEFINED TERMS

Acceptance Period ............................................20 Agency Agreement ...........................................31 Analysts’ Target Prior to the Offer ..................25 Articles of Association .......................................9 Authorized Capital 2015 ..................................10 Bidder .................................................................6 Bidders ...............................................................6 Change of Control Clause ................................31 Company ............................................................6 Compensation Payment ....................................40 Constantin ...........................................................6 Constantin Group ...............................................6 Constantin Share ................................................6 Constantin Shareholders .....................................6 Constantin Shares ...............................................6 Constantin Shares Tendered for Sale ...............20 Contingent Capital 2015 ...................................10 Corporate Bond ................................................30 Corporation Tax Loss Carry-Forwards ............35 Delisting ...........................................................41 Downlisting ......................................................41 Expected Financing Requirement ....................22 Fairness Opinion ..............................................26 Framework Agreement .....................................16 Freitag ...............................................................24 Further Acceptance Period ...............................21 Harmful Acquisition of Shares .........................35

Hidden Reserves Clause .................................. 35 Highlight Communications ................................ 6 Highlight Group ................................................. 6 HLEE ............................................................... 11 Management Board ............................................ 6 Maximum Financing Requirement .................. 22 Non-tender Agreement .................................... 22 ODDO BHF ..................................................... 22 Offer ................................................................... 6 Offer Accounts ................................................ 22 Offer Document ................................................. 6 Offer Price ......................................................... 6 Other Parties gaining a Controlling Interest .... 16 Pooling Agreement .......................................... 16 Reasoned Statement ........................................... 6 Right of Tender ................................................ 41 RStV ................................................................ 42 SIAG .................................................................. 6 Statement ........................................................... 6 Supervisory Board ............................................. 6 TEAM .............................................................. 31 Tender Period .................................................. 41 Three-month average price .............................. 24 Transaction costs ............................................. 22 United States ...................................................... 8 WpÜG ................................................................ 6 WpÜG Offer Regulation ................................. 20

6

I. GENERAL INFORMATION ON THIS REASONED STATEMENT

Studhalter Investment AG, a Swiss stock corporation domiciled in Lucerne, Switzerland, registered in the Commercial Register of the Canton of Lucerne under CHE-114.350.381, (SIAG) and Highlight Communications AG, a Swiss stock corporation domiciled in Pratteln, Switzerland, registered in the Commercial Register of the Canton of Basel-Landschaft under CHE-100.774.645, (Highlight Communications, together with their domestic and foreign subsidiaries, the Highlight Group and, together with SIAG, the Bidders and each respectively an individual Bidder) have, on 18 December 2017 in accordance with sections 34, 29, 14 (2) sentence 1, (3) sentence 1 of the German Securities Acquisition and Takeover Act (WpÜG), with the publication of the Offer Document pursuant to § 11 WpÜG (Offer Document) submitted a voluntary public Takeover Offer (the Offer) to the shareholders of Constantin Medien AG (Constantin or the Company and their subsidiaries, the Constantin Group).

The Offer is addressed to all outstanding shareholders of the Company (Constantin Shareholders) and refers to the acquisition of all Constantin no-par-value bearer shares traded under ISIN DE0009147207, each with a notional interest in Constantin’s share capital in the amount of EUR 1.00, with all associated rights at the time of the settlement (in each case one Constantin Share and together the Constantin Shares) for a monetary consideration of

EUR 2.30

per Constantin Share (Offer Price).

According to the Offer Document, the Bidders do not act jointly in the form of a partnership (in particular not in the form of a civil-law partnership), but as a bidding syndicate within the meaning of section 2 (4) WpÜG. Each Bidder is therefore a Bidder within the meaning of section 2 (4) WpÜG.

The Offer Document was submitted to the Management Board of the Company (Management Board) on 18 December 2017 by the Bidders and was then forwarded to the Supervisory Board of the Company (Supervisory Board), to the responsible works councils of the subsidiaries of the Company and, in the case these do not exist, directly to the employees of the Company and its subsidiaries.

The Management Board and Supervisory Board, the Supervisory Board hereby acting through the Takeover Committee charged with the task of examining the Offer (see section IX of this reasoned statement), have carefully examined and given their statement on the Offer. This reasoned statement within the meaning of section 27 WpÜG on the Offer (the Reasoned Statement or the Statement) was approved by the Management Board on 22 December 2017 and by the Supervisory Board, hereby acting through the Takeover Committee charged with the task, also on 22 December 2017. In connection with this Statement, the Management Board and Supervisory Board point out the following:

1. Legal Basis of this Reasoned Statement

Pursuant to section 27 (1) sentence 1, (3) sentence 1 WpÜG the Management Board and Supervisory Board must publish and provide the Company with a reasoned statement on the Offer Documents and any of its amendments without delay after submission pursuant to section 14 (4) sentence 1 WpÜG. The scope of application of the aforementioned provisions of the WpÜG is established in section 1 (3) no. 2 (a), 34 WpÜG. The Statement can be issued jointly by the

7

Management Board and the Supervisory Board. The Management Board and Supervisory Board have decided on a joint Statement regarding the Bidders’ Offer.

In their Statement, the Management Board and Supervisory Board must, in accordance with section 27 (1) sentence 2 WpÜG, deal in particular with (i) the nature and amount of the consideration offered, (ii) the anticipated consequences of a successful Offer for the Company, the employees and their representation, the conditions of employment, and the locations of the Company’s business units, (iii) the objectives pursued by the Bidders with the Offer, and (iv) the intention of the members of the Management Board and Supervisory Board, insofar as they are holders of securities of the company, in accepting the Offer.

2. Factual Basis of this Reasoned Statement

The time stated in this Reasoned Statement will be in Central European Time (CET) unless otherwise stated. To the extent that terms such as “present”, “presently”, “current”, “currently”, “now”, or “today” or similar terms are used in this Reasoned Statement, they refer to the date of publication of this Reasoned Statement unless otherwise stated.

References in this Reasoned Statement to a “banking day” are days on which the banks in Frankfurt am Main, Germany are open for business. References to “EUR” refer to euro. References to “CHF” refer to Swiss franc. References to “subsidiaries” refers to subsidiaries within the meaning of section 2 (6) WpÜG.

This Reasoned Statement contains forecasts, estimates, valuations, forward-looking statements, and statements of intent. Such statements are particularly identified by terms such as “expect”, “believe”, “with the intention”, “attempt”, “estimate”, “intend”, “plan”, “assume”, or “endeavour”. Such statements, forecasts, estimates, valuations, forward-looking statements, and statements of intent are based on information available to the Management Board and Supervisory Board on the date of publication of this Reasoned Statement or reflect their assessments or intention at this time. This information may change after the publication of this Reasoned Statement. Assumptions may also prove to be inaccurate in the future. Even if the Management Board and Supervisory Board assume that the statements are based on legitimate assumptions, and to the best of their knowledge and belief remain true and complete to the present time, no assurance can be given that these statements will come to pass or prove to be correct. The Management Board and Supervisory Board undertake no obligation to update this Reasoned Statement, unless such an update is required by law. The information in this document regarding the Bidders and the Offer is based on the information in the Offer Document and other publicly available information (unless expressly stated otherwise).

Insofar as this Reasoned Statement refers to the Offer Document or contains quotes of or reproduces it, these are simple references for which the Management Board and Supervisory Board do not take ownership and for which they do not assume any liability for the accuracy or completeness of the Offer Document.

The Management Board and Supervisory Board note that they cannot comprehensively review the information provided by the Bidders in the Offer Document and cannot guarantee the implementation of the Bidders’ intentions. Furthermore, the Management Board and Supervisory Board point out that the intentions of the Bidders may change at any time and said intentions as published in the Offer Document may not be implemented.

8

3. Publication of this Reasoned Statement and of Additional Reasoned Statements in Relation to Possible Changes to the Offer

The Statement, as well as all Statements concerning possible changes to the Offer will be published online on the Company’s website at www.constantin-medien.de under the heading “Investor Relations – Takeover bid” and published in the Federal Gazette pursuant to section 27 (3) and section 14 (3) sentence 1 WpÜG. Copies of the Reasoned Statement are also available free of charge at onstantin Medien AG, Münchener Straße 101g, 85737 Ismaning, Germany (order by fax: +49 (0)89 - 99 500 909 upon providing a complete postal address). Information on the publication and availability of free copies is indicated in the Federal Gazette.

This Reasoned Statement and, if applicable, all additional Statements regarding the Offer will be published in German and as a non-binding English translation. The Management Board and Supervisory Board assume no liability for the accuracy and completeness of the English translation. Only the German version is authoritative.

4. Statement of the Works Councils and Employees

The Management Board submitted the Offer Document on 18 December 2017 to the responsible works councils of the subsidiaries of the Company and, in the case these do not exist, are directly submitted to the employees of the Company and its subsidiaries. The responsible works councils and, if these do not exist, the employees directly, have the opportunity, pursuant to section 27 (2) WpÜG, to provide the Management Board with their own statement which the Management Board must attach to their Statement. Neither the relevant works councils nor the employees have provided any statements to the Management Board.

5. Own Responsibility of the Constantin Shareholders

The Management Board and Supervisory Board point out that the statements and valuations in this Reasoned Statement do not bind Constantin Shareholders and that this Reasoned Statement does not claim to be exhaustive. Every Constantin Shareholder, having taken into account the overall circumstances, their personal circumstances (including their personal tax situation), and their personal assessment of the future development of the value and market price of the Constantin Shares, must make their own assessment as to whether and, if so, for how many of the Constantin Shares they accept the Offer.

When deciding whether or not to accept the Offer, Constantin Shareholders should use all available sources of information and take sufficient account of their personal circumstances. In particular, the specific financial or tax situation of individual Constantin Shareholders may lead to other valuations than those submitted by the Management Board and Supervisory Board in individual cases. The Management Board and Supervisory Board therefore recommend that Constantin Shareholders seek independent tax and legal advice if necessary, and assume no liability for the decision of a Constantin Shareholder with regard to the Offer.

Under section 1.1 of the Offer Document, the Bidders point out that the Offer extends to all Constantin Shares and is conducted exclusively in accordance with the laws of the Federal Republic of Germany, as well as applicable provisions of the securities laws of the United States of America (United States). In addition, in section 1.7 of the Offer Document, the Bidders point out to Constantin Shareholders in the United States that the legal requirements of the Federal Republic of Germany for the performance of such an offer are significantly different from the

9

corresponding statutory provisions of the United States, such as the publication requirements and procedural rules.

The Management Board and Supervisory Board point out that they cannot examine whether the Constantin Shareholders comply with all legal obligations that apply to them personally when accepting the Offer. In particular, the Management Board and Supervisory Board recommend that anyone who receives the Offer Document outside of the Federal Republic of Germany, or wishes to accept the Offer, but is subject to securities regulations from jurisdictions other than that of the Federal Republic of Germany, inform themselves about, and comply with, these legal provisions.

II. INFORMATION ON CONSTANTIN AG

1. Legal Basis of the Company

The Company is a stock corporation founded under German law and domiciled in Ismaning, Germany, registered in the commercial register of the Local Court of Munich under HRB 148760. The business address of the Company is at Münchener Strasse 101g, 85737 Ismaning, Germany.

Constantin’s corporate purpose is to manage companies that do business in the media sector (including sports marketing) and related sectors, and to hold, manage, acquire and dispose of investments in such companies. The Company is authorised to do business itself in the media sector (including sports marketing) and related sectors. The Company is authorised to take any measures deemed appropriate for promoting its corporate purpose. In particular, it may invest in other companies, lease other companies or otherwise collaborate with other companies as it sees fit.

Constantin’s financial year corresponds with the calendar year.

Unless it is contrary to mandatory statutory provisions, Constantin’s Articles of Association from 10 June 2015 (the Articles of Association) provide that resolutions of its general meeting are adopted by a simple majority of the votes cast and, where a majority of the share capital is required, by a simple majority of the share capital represented at the time of the resolution.

2. Listing of Company Shares

Constantin Shares are admitted to trading under ISIN DE0009147207 and ticker symbol EV4 on the regulated market of the Frankfurt Stock Exchange and simultaneously in the Prime Standard segment of the Frankfurt Stock Exchange (Prime Standard), and are traded in the XETRA electronic trading system. They are also traded on the exchanges in Stuttgart, Hamburg, Berlin, Hanover, Düsseldorf, Munich and London, in QUOTRIX, the Düsseldorf Stock Exchange’s electronic trading system, and on the Tradegate Exchange.

3. Capital Structure of the Company

3.1 Share Capital

At the time of publishing this Statement, the Company’s registered share capital amounts to EUR 93,600,000 and is divided into 93,600,000 no-par value bearer shares, each representing a notional interest in the share capital of EUR 1.00 per share. According to the Articles of Association, no different share classes exist, and each share carries full voting and dividend rights. At the time of publication of this Reasoned Statement Constantin holds 162 own shares.

10

3.2 Authorised Capital

Pursuant to section 3 (7) of the Articles of Association, its Management Board is authorised until 10 June 2020, subject to the approval of the Supervisory Board, to increase the Company’s share capital by a total of up to EUR 45,000,000 by issuing, on one or more occasions, new no-par bearer shares against cash contributions or contributions in kind (Authorised Capital 2015). The dividend rights attaching to the new shares can be defined differently from section 60 (2) sentence 3 of the German Stock Corporation Act (Aktiengesetz, AktG). The Articles of Association allow statutory subscription rights to be granted to shareholders by offering the new shares to one or more financial institutions or equivalent organisations pursuant to section 186 (5) AktG acting as underwriters, subject to the condition that the underwriters then offer them to the shareholders. Subject to the Supervisory Board’s approval, the Management Board is authorised to exclude shareholders’ subscription rights, however the Articles of Association allow this in the following cases only:

• in respect of fractional shares;

• if the shares are issued against cash contributions as part of a capital increase for an issue price that is not materially below the stock exchange price, and the exclusion of subscription rights applies only to new shares which notionally represent no more than 10% of the share capital. For the purpose of determining whether the 10% threshold has been reached, the exclusion of subscription rights on the basis of other authorisations in indirect or analogous application of section 186 (3) sentence 4 AktG must be taken into account after this authorisation enters into effect;

• if the shares are issued against or in connection with contributions in kind;

• where it is necessary for the purpose of granting subscription rights to holders of then outstanding convertible participation rights or options to the same extent that they would be entitled to as shareholders after exercising their conversion rights or options, or after complying with their obligation to convert. The Management Board otherwise makes decisions regarding the rights attaching to shares and the other conditions of any share issue, subject to the Supervisory Board’s consent.

3.3 Contingent Capital

Pursuant to section 3 (8) of the Articles of Association, the share capital may also be increased on a contingent basis by up to EUR 45,000,000 by issuing up to 45,000,000 no-par bearer shares (Contingent Capital 2015). The contingent capital increase will only be implemented to the extent that

• the holders or creditors of conversion rights or warrants attached to convertible bonds or warrant-linked bonds or convertible participation rights or warrant-linked participation rights issued by the Company or companies in which it directly or indirectly holds a majority interest in the period to 10 June 2020 on the basis of the general meeting’s authorising resolution on 10 June 2015 exercise their conversion rights or options; or

• the holders or creditors of convertible bonds or convertible participation rights issued by the Company or companies in which it directly or indirectly holds a majority interest in the period to 10 June 2020 on the basis of the general meeting’s authorizing resolution on 10 June 2015 comply with their conversion obligation.

11

The new shares have dividend rights from the beginning of the financial year in which they are created by virtue of the exercise of conversion rights or options or the fulfilment of conversion obligations, notwithstanding the foregoing, the Management Board may, with the Supervisory Board’s consent, stipulate that the new shares carry dividend rights from the beginning of the financial year for which, at the time when conversion rights or options are exercised or conversion obligations fulfilled, no general meeting resolution has yet been adopted in relation to the appropriation of net retained profit.

Constantin did not exercise its authority under the authorising resolution of the general meeting on 10 June 2015 to itself or via companies in which it directly or indirectly holds a majority interest issue warrants attached to convertible bonds or warrant-linked bonds or convertible participation rights or warrant-linked participation rights in the period to 10 June 2020, on the basis of which new shares could be issued from Contingent Capital 2015.

4. Shareholder Structure

Following the notification of voting rights to which Constantin is entitled to pursuant to section 21 et seqq. German Securities Trading Act, as well as the information from the Bidders under section 7.2 of the Offer Document, Constantin’s shareholder structure is composed as follows:

Shareholders Shares Stake (in %) Voting rights (in %)

Highlight Event and Entertainment AG (HLEE)

28,074,308 29.99% 29.99%

Frankfurter Aktienfonds für Stiftungen1

6,177,600 6.60% 6.60%

Baden-Württembergische Versorgungsanstalt für Ärzte, Zahnärzte und Tierärzte

4,693,953 5.01% 5.01%

CIGOGNE UCITS2 2,960,000 3.16% 3.16%

Treasury shares 162 <0.01% 0.00%

Free float 51,693,977 55.23% 55.23%

Total 93,600,000 100.00% 100.00%

1 The voting rights of Frankfurter Aktienfonds für Stiftungen are attributed to the asset manager Axxion S.A. 2 The voting rights of CIGOGNE UCITS are attributed to the asset manager Cigogne Management S.A.

5. Events in the Shareholder Group before Submission of the Offer

According to the Offer Document, prior to the announcement of this Offer, there had been a dispute between two shareholder groups of Constantin concerning the future focus of the Constantin Group. The Offer Document contains further details in section 7.3.

In addition, according to the Offer Document (section 6.4), a non-cash capital increase was carried out at HLEE in which several Constantin shareholders, including Bernhard Burgener, contributed their Constantin Shares to HLEE. As stated in the Offer Document, the Constantin Shares were assigned directly to HLEE and transferred to HLEE in full by 12 May 2017 by account transfers. For further details, please refer to section 6.4 of the Offer Document.

12

6. Overview of the Constantin Group’s Business

Constantin is an internationally operating media company with a focus on the sport sector. The business activities of the Constantin Group are primarily performed by the operating companies Sport1 GmbH, Sport1 Media GmbH, as well as PLAZAMEDIA GmbH with its subsidiary LEITMOTIF Creators GmbH.

Under the multimedia umbrella brand SPORT1, Sport1 GmbH combines all TV, online, mobile, radio, and social media activities. The Ismaning-based sports media company’s portfolio includes the free-to-air television channel SPORT1, broadcast in SD and HD quality, as well as the pay-tv channels SPORT1+ and SPORT1 US, which are broadcast in Germany, Austria, and Switzerland on various platforms in SD and HD. SPORT1.de additionally offers multimedia content, as well as livestreams and videos. In addition, SPORT1 is also active with its own SPORT1 YouTube channel and gaming offerings and also offers mobile apps, such as the SPORT1 app. With SPORT1.fm, the company also operates a digital sports radio, which can be accessed online, via the app, and over internet radio.

PLAZAMEDIA GmbH is a sports TV producer and content solution provider in the production area for all media platforms. PLAZAMEDIA GmbH clients include public and private broadcasters, platform operators, international sport associations, and sports rights agencies, as well as national and international companies. The PLAZAMEDIA GmbH product portfolio includes the production and staging of live sports events, innovative production technology, as well as the preparation, archiving, and group-specific targeting of content on media platforms. In addition, LEITMOTIF Creators GmbH, a 100 percent subsidiary of PLAZAMEDIA GmbH, develops and realises content marketing strategies as moving image solutions and documentaries, and has been providing media consulting and communications services for companies under the name LEITMOTIF Consultants.

7. Corporate Development, Objections, and Strategies of the Constantin Group

The Bidder Highlight Communications (see the description under section III.2) was originally a fully consolidated subsidiary of Constantin, which also included the film, sport and event marketing sections in the Constantin Group portfolio. On 12 June 2017, the Board of Directors of Highlight Communications implemented an authorised capital increase, pursuant to which 15.75 million new shares in Highlight Communications were issued, in order to place them with HLEE. HLEE thus acquired a 25.0% stake in Highlight Communications. As a result, Constantin’s stake in Highlight Communications was diluted to 45.4%. Until the publication of this Offer Document, Constantin’s stake in Highlight Communications decreased further to 32.7% as a result of having disposed of shares in Highlight Communications. Constantin has therefore no longer been able to recognise Highlight Communications as a consolidated subsidiary since 12 June 2017.

In addition, following a critical review of the business activities of the individual companies, the Management Board initiated strategic measures with regard to the TV and digital structures of SPORT1 and the business operations of the LEITMOTIF Agency in the 2017 financial year.

After the SPORT1 digital operations fell short of expectations in terms of reach and sales in the first half of the 2017 financial year, necessary structural and personnel adjustments were made in the TV and digital sectors. The rights portfolio was also expanded, including the extension of ADAC cooperation until 2020 and the three-year exclusive partnership with Team Sauerland. In addition, business operations of LEITMOTIF Creators GmbH will be focusing on the consulting

13

sector from 2018 onwards. Following a critical examination prompted by the failure to meet revenue and profit expectations and inadequate profit prospects for 2018 and beyond, the creative services side of the business will be discontinued.

At SPORT1, the focus in the coming financial year will be on consistent multimedia content usage, expansion, and capitalisation. In addition to strengthening the portfolio through the acquisition of new rights, the extension of current partnerships, and the development of new content cooperation and business areas, the cross-platform evaluation and realisation of established programs such as the 1st and 2nd German Bundesliga, the UEFA Europe League, ice hockey, motorsport, basketball, or darts continues to be the focus. Against the background of the still-growing digital and cross-platform use of media offerings, Sport1 GmbH will continue to promote the digital diversification of the SPORT1 brand in the coming financial year. The development of new mobile offers, further intensification of social media activity, and the expansion of the video sector via apps and video branding channels or the use of new social media video offerings, such as Facebook Live, are the main focus. Furthermore, the activities include offers and formats in the area of eSports, which is also growing strongly in Germany.

In the coming financial year, PLAZAMEDIA GmbH will continue to strategically focus on the realisation of elaborate and complex live sport productions and non-live formats, the development and further development of innovative product technology, content management solutions, as well as production-related content distribution. As part of the expansion of the PLAZMEDIA portfolio, the focus is not only on classical broadcast activities, but also on the further and new development of the digital production activities, products and services with a view on the increasing fragmentation of digital distribution channels, e.g. specific OTT or OVP solutions.

8. Summary of Financial Data

In the 2016 financial year, the Constantin Group generated sales of EUR 565.7 million and a profit from operations of EUR 39.5 million. The Sports segment contributed EUR 160.7 million to sales in the 2016 financial year (previous year: EUR 157.6 million) and generated a segment result of EUR 15.0 million (previous year: EUR 13.4 million).

In the first half of 2017, the Constantin Group generated sales of EUR 200.3 million and a profit from operations of EUR 43.3 million. The Sports segment contributed EUR 75.6 million to sales in the first half of 2017 (previous year: EUR 75.6 million) and generated a segment result of EUR 1.9 million (previous year: EUR 3.6 million).

In the first nine months of 2017 the Constantin Group generated sales amounting to EUR 225.4 million (previous year: EUR 365.7 million) and profit from operations of EUR 37.0 million (previous year: EUR 17.6 million). The Sports segment contributed EUR 100.7 million to sales in the 2017 financial year (previous year: EUR 111.3 million) and generated a segment result of EUR -0.8 million (previous year: EUR 5.8 million). The financial data for the first nine months 2017 also show the effects of the de-consolidation of Highlight Communications (cf. section II.7).

9. Constantin’s Management Board and Supervisory Board

The members of Constantin’s Management Board are currently Olaf Gerhard Schröder (Chief Executive Officer) and Dr Matthias Kirschenhofer (Chief Officer Legal and Finance).

The members of Constantin’s Supervisory Board are currently Dr Paul Graf (Chairman of the Supervisory Board), Thomas von Petersdorff-Campen (Deputy Chairman of the Supervisory

14

Board) and Andreas Benz, Edda Kraft, Markus Prazeller and Dr Gero von Pelchrzim. All members of the Supervisory Board were elected in the general meeting 2017 upon proposal by HLEE.

10. Structure of the Constantin Group

The following companies are subsidiaries of Constantin pursuant to section 5 (2) sentence 3 WpÜG (see annex 1):

• Constantin Sport Holding GmbH

• Sport1 GmbH

• Sport1 Gaming GmbH

• Sport1 Media GmbH

• PLAZAMEDIA GmbH

• Plazamedia Austria Ges.m.b.H

• PLAZAMEDIA Swiss AG

• LEITMOTIF Creators GmbH

The Constantin ownership interest in each of the abovementioned subsidiaries is 100%.

III. INFORMATION ON THE BIDDERS AND THE PARTIES ACTING IN CONCERT

Unless stated otherwise, the following information has been published by the Bidders in the Offer Document. This information was not, nor could be, completely reviewed by the Management Board and Supervisory Board. The Management Board and Supervisory Board therefore assume no liability for their accuracy.

1. Information on Studhalter Investment AG

1.1 Legal Basis and Share Capital

With regard to the legal basis and share capital of SIAG, the Offer Document contains the following information in section 5.1.1:

SIAG is a Swiss stock corporation domiciled in Lucerne, Switzerland, registered in the commercial register of the Canton of Lucerne under CHE-114.350.381, and operating from the business address Matthofstrand 8, 6005 Lucerne, Switzerland. It was founded under the name Sirius Management AG on 13 June 2008. SIAG’s share capital is CHF 1,000,000.

According to its articles of association, SIAG’s corporate purpose is to acquire, manage and dispose of investments in other companies as well as patents, licenses and intellectual property rights of all kinds domestically and abroad, and to manage, administer and consult in the areas of investments and projects, private equity, corporate finance and real estate both domestically and

15

abroad. SIAG may enter into any transactions or agreements that are directly or indirectly related to its corporate purpose.

SIAG’s financial year corresponds with the calendar year.

The members of SIAG’s Board of Directors (“directors”) at the time of publishing the Offer Document are Alexander Studhalter (Chairman of the Board of Directors) and Aline Studhalter. Both current directors are authorised to represent the company alone.

1.2 Shareholder Structure

According to section 5.1.2, at the time of publishing this Offer Document, Alexander Studhalter is the sole shareholder of SIAG.

2. Information on Highlight Communications AG

2.1 Legal Basis and Share Capital

With regard to the legal basis and share capital of Highlight Communications, the Offer Document contains the following information in section 5.2.1:

Highlight Communications is a Swiss stock corporation domiciled in Pratteln, Switzerland, registered in the commercial register of the Canton of Basel-Landschaft under CHE-100.774.645, and operating from the business address Netzibodenstrasse 23b, 4133 Pratteln, Switzerland. Highlight Communications’ share capital is CHF 63,000,000 at the time of publishing the Offer Document.

According to its articles of association, Highlight Communications’ corporate purpose is to acquire, continuously manage and dispose of investments of all kinds, particularly in the areas of media, marketing and sport. Highlight Communications’ articles of association provide that it may provide financial services and guarantees to and in favour of affiliated companies, and acquire, encumber and dispose of real estate and intellectual property rights, and enter into any transactions deemed appropriate for achieving and promoting its corporate purpose.

The members of Highlight Communications’ Board of Directors ("directors") at the time of publishing the Offer Document are Bernhard Burgener (Chairman of the Board of Directors), René Camenzind, Martin Hellstern and Peter Martin von Büren. All of the current directors are authorised to represent the company jointly with one other director.

2.2 Shareholder Structure

According to section 5.2.2 of the Offer Document, the Highlight Communications shareholder structure at the time of publishing the Offer Document is as follows:

Shareholders Shares Stake (in %) Voting rights (in %)

Highlight Event and Entertainment AG ("HLEE")

15,750,000 25.00% 25.02%

Stella Finanz AG 12,721,451 20.19% 20.21%

16

Constantin Medien AG 20,600,000 32.70% 32.72%

Treasury shares 44,983 0.07% -

Free float 13,883,566 22.04% 22.05%

Total 63,000,000 100.00% 100.00%

3. Framework Agreement and Other Parties Gaining a Controlling Interest

According to section 5.3 of the Offer Document, on 27 November 2017, the Bidders entered into a framework agreement (the Framework Agreement) with HLEE, Bernhard Burgener, Rosmarie Burgener and Alexander Studhalter (the Other Parties gaining a Controlling Interest).

According to section 5.3.1 of the Offer Document, the Framework Agreement governs in particular the financing and structuring of the Offer. The Bidders and the Other Parties gaining a Controlling Interest have furthermore agreed, subject to the condition precedent that the Takeover Offer is completed, to coordinate the exercise of the voting rights attaching to all Constantin Shares they hold now or may hold in the future prior to each general meeting of Constantin ("Acting in Concert"). Should the Takeover Offer not be successful and the Bidders and the Other Parties gaining a Controlling Interest not be able to agree on retaining the investment in the event that the Takeover Offer is only partially successful, the Bidders and the Other Parties gaining a Controlling Interest have agreed that SIAG and Alexander Studhalter will no longer be involved in any such Acting in Concert between the parties to the Framework Agreement, which predicated on the condition precedent that the Takeover Offer is completed.

The Framework Agreement, as shown in the Offer Document, contains provisions regarding the potential scenarios for the success of the Takeover Offer that are based on certain acceptance rates. For further details, please refer to section 5.3.1 of the Offer Document.

In section 5.3.2 of the Offer Document, the Bidders and the Other Parties gaining a Controlling Interest express that they are likely to obtain control of Constantin as a result of the Offer. The Bidders and the Other Parties gaining a Controlling Interest attribute this to the fact that HLEE directly holds 28,074,308 Constantin Shares at the time of this Offer Document’s publication, equivalent to approximately 29.99% of the share capital and voting rights at Constantin’s general meeting.

According to section 5.3.2 of the Offer Document, at the time of this Offer Document’s publication, SIAG holds 28.7% and Bernhard Burgener and Rosmarie Burgener jointly hold 22.24% of the shares in HLEE. Following the statements in the Offer Document, Bernhard Burgener, Rosmarie Burgener, Alexander Studhalter and SIAG entered into a shareholder agreement (the Pooling Agreement) on 27 November 2017 under which they undertook, inter alia, to coordinate the exercise of their voting rights at HLEE’s general meeting and to exercise their voting rights in the election of directors so as to ensure that the two directors to be nominated each by SIAG and Bernhard Burgener respectively are elected, whereby the total number of directors may not exceed seven. The pooling agreement is subject to the condition precedent that the Takeover Offer is completed. From such time, SIAG (or indirectly Alexander Studhalter as the sole shareholder of SIAG), Bernhard Burgener and Rosmarie Burgener will by way of so-called multi-parent control collectively control HLEE with their combined interest in the share capital of approximately 50.94%, and therefore the Constantin Shares held by HLEE will be attributed to SIAG as well as to Alexander Studhalter, Bernhard Burgener and Rosmarie

17

Burgener after completion of the Takeover Offer in accordance with section 30 (1) sentence 1 no. 1 and sentence 3 WpÜG in conjunction with section 2 (6) WpÜG.

The Bidders and Other Parties gaining a Controlling Interest express their Statement in section 5.3.2 of the Offer Document that upon completion of the Offer, the Constantin Shares held by HLEE will be attributed to Highlight Communications as well as to Bernhard Burgener, Rosmarie Burgener, Alexander Studhalter and SIAG in accordance with section 30 (2) WpÜG by virtue of the Framework Agreement.

The diagram attached to the Offer Document as Annex 2 shows the structure of shareholdings between the Bidders, the Other Parties gaining a Controlling Interest and Constantin at the time of this Offer Document’s publication.

4. Parties Acting in Concert with the Bidders

Section 5.4 of the Offer Document and Annex 1 refer to parties acting in concert with the Bidders and contain the following implementations:

As a result of the terms agreed in the Framework Agreement

• Highlight Event and Entertainment AG, domiciled in Pratteln, Switzerland, Netzibodenstrasse 23b, 4133 Pratteln;

• Bernhard Burgener, c/o Highlight Event and Entertainment AG, Netzibodenstrasse 23b, 4133 Pratteln, Switzerland,

• Rosmarie Burgener, c/o Highlight Event and Entertainment AG, Netzibodenstrasse 23b, 4133 Pratteln, Switzerland; and

• Alexander Studhalter, c/o Studhalter Investment AG, Matthofstrand 8, 6005 Lucerne, Switzerland,

constitute parties acting in concert with the Bidders within the meaning of section 2 (5) sentence 5 WpÜG.

According to section 5.4 of the Offer Document, Alexander Studhalter is also a party acting in concert with the SIAG within the meaning of section 2 (5) sentence 3 WpÜG because he is the sole shareholder of SIAG. The parties acting in concert with the Bidders within the meaning of section 2 (5) sentence 3 WpÜG also include the subsidiaries of the Bidders (although the subsidiaries of Highlight Communications which are listed in subsection 3 of Annex 1 of the Offer Document, whereas SIAG, according to section 5.4 of the Offer Document, does not have any direct or indirect subsidiaries) and of Alexander Studhalter, which are listed in subsection 2 of Annex 1 of the Offer Document.

According to the information published in this Offer Document, there are no other parties acting in concert with the Bidders within the meaning of section 2 (5) sentence 1 or 3 WpÜG.

18

5. Constantin Shares Currently Held by the Bidders and Parties Acting in Concert with the Bidders or their Subsidiaries, Attribution of Voting Rights

With regard to Constantin Shares currently held by the Bidders and parties acting in concert with the Bidders or their subsidiaries, attribution of voting rights, section 5.5 of the Offer Document contains the following statements:

At the time of this Offer Document’s publication, the Bidders do not directly hold any shares in Constantin, nor are any voting rights attached to Constantin Shares attributed to them pursuant to section 30 WpÜG.

HLEE directly holds 28,074,308 Constantin Shares at the time of this Offer Document’s publication, equivalent to approximately 29.99% of the share capital and voting rights at Constantin’s general meeting.

Upon completion of the Offer following the Additional Acceptance Period, the Constantin Shares held by HLEE will also be attributed to Highlight Communications by virtue of the Framework Agreement.

As at the time of the Offer Document’s publication, the parties acting in concert with the Bidders or their subsidiaries do neither hold any Constantin Shares, nor are any voting rights attached to Constantin Shares attributed to them pursuant to section 30 WpÜG.

Apart from that, reference is made regarding the shareholding structure in the statements in III.3.

According to section 5.5 of the Offer Document, the Bidders, parties acting in concert with the Bidders and their subsidiaries do not hold any financial instruments, be it directly or indirectly, that are reportable pursuant to sections 25, 25a WpHG.

6. Release Effect of the Offer

Concerning the exemption of the Offer, with regard to a mandatory offer, the Offer Document contains the following statements in section 5.6:

Upon completion of the Offer, the Bidders will acquire control of Constantin within the meaning of section 29 (2) in conjunction with section 30 (2) WpÜG "by virtue of a takeover offer" within the meaning of section 35 (3) WpÜG. The Bidders will therefore not be under an obligation to submit a mandatory offer to the Constantin Shareholders.

Upon completion of the Offer, the Other Parties gaining a Controlling Interest will, in addition to the Bidders, also acquire control of Constantin within the meaning of section 29 (2) in conjunction with section 30 (2) WpÜG "by virtue of a takeover offer" within the meaning of section 35 (3) WpÜG. The Bidders therefore make the Offer effective as a discharge for the Other Parties gaining a Controlling Interest. Although under section 30 (2) WpÜG the Bidders’ voting rights in Constantin will be attributable to each of the Other Parties gaining a Controlling Interest upon completion of the Offer by virtue of the Framework Agreement, the Other Parties gaining a Controlling Interest will therefore not be under any obligation to submit a mandatory offer to the Constantin Shareholders pursuant to section 35 (1) WpÜG following completion of the Offer.

19

7. Information about Securities Transactions

7.1 Prior Acquisitions

According to section 6.1 of the Offer Document, of the Bidders and the parties acting in concert with them or their subsidiaries, only HLEE has acquired Constantin Shares in the six months immediately prior to the Announcement of the Decision to make the Offer on 27 November 2017, and between 27 November 2017 and the date of publishing this Offer Document. According to the information in the Offer Document, the shares were acquired on the stock exchange as follows:

Date Type Number of Constantin Shares

Purchase price per Constantin Share

10 October 2017 Buy 120,000 EUR 2.12

12 October 2017 Buy 100,000 EUR 2.07

According to section 6.1 of the Offer Document, beyond those set out above, neither the Bidders nor parties acting in concert with the Bidders or their subsidiaries have made any pre-acquisitions.

7.2 Agreements Pursuant to which the Transfer of Title to the Constantin Shares may be Claimed

In section 6.2 of the Offer Document, the Bidders declare that neither they nor the parties acting in concert with them nor their subsidiaries have entered into any other agreements to acquire Constantin Shares in the six months immediately prior to the Announcement of the Decision on 27 November 2017, and between 27 November 2017 and the date of publishing this Offer Documentpursuant to which the transfer of title to the Constantin Shares may be claimed.

8. Parallel Acquisitions

As stated in section 6.3 of the Offer Document, the Bidders reserve the right, to the extent permitted by law, to directly or indirectly acquire further Constantin Shares outside the Takeover Offer on the stock exchange or over the counter, and to enter into agreements regarding such acquisitions. To the extent required under the laws of the Federal Republic of Germany, the United States or any other relevant jurisdiction, details of any such acquisitions or agreements to acquire shares will be published in accordance with the applicable provisions, particularly section 23 (2) WpÜG in conjunction with section 14 (3) sentence 1 WpÜG. According to section 6.3 of the Offer Document, the relevant information and a non-binding English translation will be published online at http://www.siagtgwhlc-offer.com.

IV. INFORMATION ABOUT THE OFFER

1. Relevance of the Offer Document

Some selected information from the Bidder’s Offer is presented below. For further information and details (in particular details regarding the terms of the Offer, the acceptance period, the acceptance modalities, and the right of withdrawal) the Constantin Shareholders are referred to

20

the statements in the Offer Document. The following information only summarises information contained in the Offer Document.

The Management Board and Supervisory Board point out that the description of the Offer in this Statement does not claim to be exhaustive and that the content and development of the Offer is solely governed by the provisions of the Offer Document. It is the own responsibility of each Constantin Shareholder to take note of the Offer Document and to take appropriate action.

2. Implementation of the Offer

The Offer will be executed by the Bidders in the form of a voluntary public Takeover Offer (Cash Bid) for the acquisition of all Constantin Shares pursuant to section 29 (1) WpÜG.

The Offer is governed solely by the laws of the Federal Republic of Germany and the applicable provisions of the securities laws of the United States of America, in particular the WpÜG, the German Regulation regarding the Content of the Offer Document, the Consideration in the Event of Takeover Offers and Mandatory Offers and Exemption from the Obligation to Publish and to Make an Offer (Verordnung über den Inhalt der Angebotsunterlage, die Gegenleistung bei Übernahmeangeboten und Pflichtangeboten und die Befreiung von der Verpflichtung zur Veröffentlichung und zur Abgabe eines Angebots, WpÜG Offer Regulation), as well as certain applicable provisions of the U.S. Securities Exchange Act of 1934, as amended from time to time, and Regulation 14E adopted pursuant to that Act by the U.S. Securities and Exchange Commission, subject to applicable exemptions.

The Management Board and Supervisory Board have not conducted their own review of the Offer with regard to compliance with the relevant statutory provisions.

3. Subject Matter of the Offer and the Offer Price

Subject to the terms and conditions contained in the Offer Document, the Bidders make an offer to all Constantin Shareholders to buy and acquire their Constantin Shares, including all rights and obligations associated therewith at the time of the settlement, against payment of cash consideration of

EUR 2.30 per Constantin Share.

The Offer applies to all Constantin Shares.

The purpose of the Takeover Offer is to acquire control over Constantin, and it thus constitutes a takeover offer within the meaning of section 29 WpÜG.

The Constantin Shares for which the offer is accepted during the tender floating period, (Constantin Shares Tendered for Sale) will be assumed solely by Highlight Communications. Each Bidder has the right to require that the Constantin Shares Tendered for Sale be tendered to Highlight Communications.

21

4. Acceptance Periods

4.1 Acceptance Period

The period for accepting the Offer (including any extensions – for more see here – the Acceptance Period) begins with the release of the Offer Document on 18 December 2017 and ends on 17 January 2018 at 12:00 midnight (Frankfurt am Main (CET), local time).

According to the provisions of the WpÜG, the period for accepting the Offer is extended automatically as follows in the following circumstances:

• If the offer is revised pursuant to section 21 WpÜG within the two weeks immediately prior to the expiry of the period for accepting the Offer, the period for accepting the Offer will be extended by two weeks (section 21 (5) sentence 1 WpÜG) and would then end at 12:00 midnight on 31 January 2018 (Frankfurt am Main (CET) local time). Such an extension applies even if the revised Offer contravenes the law.

• If, in the event that a competing offer within the meaning of section 22 (1) WpÜG is made, the period for accepting the Offer expires prior to the expiry of the acceptance period for the competing offer, the date on which the acceptance period for the competing offer expires will determine the date on which the period for accepting the Offer expires (section 22 (2) sentence 1 WpÜG). This applies even if the competing offer is revised or is prohibited or contravenes the law.

• If a general meeting of Constantin is convened in connection with the Offer after publication of the Offer Document, then without prejudice to sections 21 (5) and 22 (2) WpÜG, the Acceptance Period will be ten weeks from the date of publication of the Offer Document (section 16 (3) sentence 1 WpÜG), and would then end at 12:00 midnight on 26 February 2018 (Frankfurt am Main (CET) local time).

For more on the right of withdrawal in the case of a change to the Offer or the presentation of a competing offer, see the remarks under section 17 of the Offer Document.

4.2 Further Acceptance Period

Under section 16 (2) WpÜG, Constantin Shareholders who do not accept the Offer within the Acceptance Period may still accept the Offer within two weeks of the Bidders publishing the results of the Offer in accordance with section 23 (1) no. 2 WpÜG (Further Acceptance Period) provided that one or more of the Closing Conditions under section 8.3 of the Offer Document has not lapsed.

The Further Acceptance Period is expected to commence on 23 January 2018 and in this case end at 12:00 midnight on 5 February 2018 (Frankfurt am Main (CET) local time).

In principle, the Offer can no longer be accepted once the Further Acceptance Period has expired. However, Constantin Shareholders who do not accept the Offer may, under certain circumstances, have a right of tender after this time pursuant to section 39c WpÜG (see section 15 of the Offer Document).

The Takeover Offer may also still be subject to one or more Closing Conditions pursuant to section 8.3 of the Offer Document after the expiry of the Further Acceptance Period.

22

5. Closing Conditions

The Offer and the contracts resulting from Constantin Shareholders’ acceptance of the Offer will only be considered complete if the Closing Conditions enumerated individually in section 8.3 (Closing Conditions) of the Offer Document have been fulfilled.

If the Closing Conditions listed in section 8.3 of the Offer Document have not been fulfilled by 13 December 2018, the Offer is rescinded. As stated in the Offer Document, the Bidders will not waive the Closing Conditions. Further details regarding possible exceptions to the Closing Conditions may be found in section 8.4 of the Offer Document.

6. Permission by BaFin to publish the Offer Document

BaFin gave permission to publish the Offer Document on 15 December 2017, as stated in section 8.2 of the Offer Document. The non-binding English translation of the Offer Document (from which certain sections have been incorporated in this non-binding English translation of the Reasoned Statement) was not reviewed by BaFin.

7. Acceptance and Completion of the Offer

Section 16 of the Offer Document describes the acceptance and technical implementation of the Offer, including legal consequences of acceptance (section 16.4 of the Offer Document).

V. FINANCING OF THE OFFER

Pursuant to section 13 (1) sentence 1 WpÜG, the Bidders are responsible for taking appropriate measures before the publication of the Offer Document to ensure that means sufficient to fully and completely fulfil the Offer are available at that point in time when claims for consideration are due. The Bidder will be considered to have fulfilled this expectation as per statements made by the Bidder in section 13 of the Offer Document.

1. Financing Requirements

As stated in the Offer Document, Bidder HLEE has 28,074,308 Constantin Shares (about 29.99% of the stock capital and voting rights at Constantin) as at the date of the publication of the Offer Document.

The Bidder’s total financing requirement, should the Offer for all Constantin Shares be accepted, is around EUR 216.8 million, as stated in the Offer Document (Maximum Financing Requirement). This amount is calculated by (i) multiplying the 93,600,000 Constantin Shares by the Offer Price of EUR 2.30, then adding (ii) other costs and expenses already incurred and still to be incurred in connection with preparing and completing the Offer of approximately EUR 1.5 million (Transaction Costs). The Transaction Costs consist almost exclusively of the costs of advisers and service providers in connection with preparing and executing the Offer.

According to the Offer Document, if the Offer is accepted in respect of all Constantin Shares not held by HLEE, the Bidders will require financing of approximately EUR 152,209 thousand (Expected Financing Requirement). This amount is calculated by (i) multiplying the 65,525,692 Constantin Shares not held by HLEE at the time of publishing this Offer Document by the Offer Price of EUR 2.30, then adding (ii) the Transaction Costs.

23

2. Financing Arrangements

According to section 13.2.1 of the Offer Document, the funds comprising the Expected Financing Requirement in the amount of EUR 152,209 thousand will be allocated to the earmarked accounts held by SIAG, Highlight Communications and HLEE (the Offer Accounts). According to the explanations of the Bidders, the funds deposited in the Offer Accounts are available for the sole purpose of completing the Offer and are pledged in favour of ODDO BHF for this purpose.

Apart from the foregoing, in an agreement between HLEE, the Bidders and ODDO BHF AG, Bockenheimer Landstraße 10, 60323 Frankfurt am Main, (ODDO BHF) entered into on 4 December 2017 (the Non-tender Agreement), HLEE undertook to refrain until the expiry of the tender period under section 39c WpÜG from selling its Constantin Shares to third parties, tendering them in connection with the Offer or encumbering them with third party rights, or announcing any such measures or taking other measures economically equivalent to a sale.

According to the Offer Document, in the event that, contrary to its undertaking in the Non-tender Agreement, HLEE accepts the Takeover Offer in whole or in part or otherwise sells its Constantin Shares, the Non-tender Agreement provides that it must pay into the account held by ODDO BHF for the purpose of completing the Takeover Offer, at ODDO BHF’s first request, a contractual penalty (Vertragsstrafe) amounting to the Offer Price multiplied by the number of Constantin Shares tendered or otherwise sold. According to the Offer Document, HLEE waives any rights to a reduction of the agreed contractual penalty or any rights of set-off or other defences.

According to the Offer Document, as security for the performance of all of its obligations under the Non-tender Agreement, HLEE has irrevocably instructed its custodian banks to place a restriction on sale (Verfügungssperre) on its Constantin Shares in favour of ODDO BHF until expiry of the tender period under section 39c WpÜG.

According to the Offer Document, by virtue of the financing arrangements described below, each of the Bidders will have sufficient funds at their disposal to complete this Offer when the cash consideration falls due.

VI. TYPE AND AMOUNT OF THE CONSIDERATION

1. Type and Amount of the Consideration

The Bidders will pay an Offer Price of EUR 2.30 in cash per Constantin Share.

2. Statutory Minimum Price

Insofar as the Management Board and the Supervisory Board are able to assess based on the information available to them, the Offer Price for the Constantin Shares complies with provisions in section 31 WpÜG and sections 3 et seqq. WpÜG Offer Regulation regarding the minimum legal price, which is determined on the basis of the following threshold values:

2.1 Prior Acquisitions

Pursuant to section 4 WpÜG Offer Regulation (in conjunction with section 31 (6) WpÜG), the consideration must have a minimum value equal to the highest guaranteed or agreed offer from the Bidders, one of the individuals with whom they do business or their subsidiary firms within the six months before publication of the Offer Document on 18 December 2017 for the

24

acquisition of Constantin Shares (or the conclusion of respective agreements that authorise the acquisition of Constantin Shares).

According to the Bidders in section 6.1 of the Offer Document, in the period commencing six months before the publication of the decision to make this Offer on 27 November 2017 and ending with the publication of the Offer Document, only HLEE has acquired Constantin Shares, with the transactions completed on 10 October 2017 with a purchase price of EUR 2.12 and on 12 October 2017 with a purchase price of EUR 2.07.

2.2 Stock Exchange Price

Pursuant to section 5 WpÜG Offer Regulation, the Offer Price must be equivalent at least to the weighted average domestic stock exchange price of Constantin Shares during the three months immediately preceding the Announcement of the Decision (Three-month Average Price).

As stated in section 12.1.1 of the Offer Document, the weighted Three-month Average Price at 27 November 2017, the day before the announcement of the Bidders’ decision pursuant to section 10 (1) sentence 1 WpÜG, was determined by BaFin to be EUR 2.07. The Offer Price of EUR 2.30 per Constantin Share is thus EUR 0.23 or 11.1% higher than the Three-month Average Price.

3. Evaluation of the Consideration

The Management Board and Supervisory Board have conducted a careful and in-depth analysis regarding the acceptability of the consideration for the Constantin Shares submitted by the Bidders with reference to current corporate strategy and financial planning, the historical performance of Constantin Shares on the stock exchange, and pertinent additional assumptions and information (including the current geopolitical and macroeconomic situation). The Management Board and Supervisory Board were assisted in their independent analysis regarding the suitability of the consideration offered to the Constantin shareholders by the independent financial consultant Freitag & Co. GmbH, Neue Mainzer Strasse 75, 60311 Frankfurt am Main (Freitag).

The Management Board and Supervisory Board provide explicit confirmation that their assessments of the suitability of the proposed consideration were conducted independently of one another.

3.1 Historical Stock Exchange Performance

The Management Board and Supervisory Board consider the historical performance of Constantin Shares on the stock exchange to constitute an important criterion in assessing the suitability of the consideration. Constantin Shares are traded in the Prime Standard Segment of the regulated market on the Frankfurt Stock Exchange. Furthermore, the Management Board and Supervisory Board consider there to have been sufficient activity over a relevant time period of functional market trading to calculate a meaningful market price for Constantin Shares.

Thus the Management Board and Supervisory Board included the historical performance of Constantin Shares on the stock exchange in its assessment of the suitability of the consideration, as illustrated in section 12.2 of the Offer Document.

The illustration below shows the market trend in the price of Constantin Shares between 18 December 2016 and 21 December 2017 (XETRA closing price; Source: Deutsche Börse):

25

Based on the price of Constantin Shares prior to the Announcement of the Decision to make this Offer on 27 November 2017, the Offer Price of EUR 2.30 includes the following premiums:

• The stock exchange price (XETRA closing price) on 27 November 2017, the last exchange trading day prior to the Announcement of the Decision to make this Takeover Offer, was EUR 2.08 per Constantin Share (Source: Deutsche Börse). Based on this stock exchange price, the Offer Price includes a premium of EUR 0.22 or 10.6%.

• The volume-weighted average stock exchange price on XETRA for the six months to 27 November 2017 (inclusive), the last exchange trading day prior to the Announcement of the Decision to make the Takeover Offer, was approximately EUR 2.05 (Source: Deutsche Börse). The Offer Price therefore includes a premium of EUR 0.25 or approximately 12.2% based on this average price.

• The volume-weighted average stock exchange price on XETRA for the twelve months to 27 November 2017 (inclusive), the last exchange trading day prior to the Announcement of the Decision to make the Takeover Offer, was approximately EUR 2.04 (Source: Deutsche Börse). The Offer Price therefore includes a premium of EUR 0.26 or approximately 13.0% based on this average price.

The Management Board and Supervisory Board have additionally determined that between 27 November 2017, the date of the announcement of the Bidders’ decision to make the Offer, and 21 December 2017, the last trading day prior to the adoption of this Statement, the XETRA closing price for a Constantin Share has on no trading day exceeded the Offer Price of EUR 2.30.

3.2 Assessment by Financial Analysts

In assessing the suitability of the Offer Price, the Management Board and Supervisory Board took into consideration the targets provided by the respective selected financial analysts for Constantin Shares, which were published for the period prior to 27 November 2017, the day prior to the Announcement of the Bidders’ Decision to make the Offer (Analysts’ Target Prior to the Offer).

26

Analysts’ Target Prior to the Offer: Assessment by selected financial analysts

Institution Date Target

DZ BANK AG 18 October 2017 EUR 2.45

MATELAN Research GmbH 2 November 2017 EUR 2.30

Analysts’ estimates are always the personal estimates of the respective analysts. This means that their perspectives regarding the value of a share will naturally vary.

The Offer Price of EUR 2.30 thus lies within the analysts’ target price range described above before the Offer. The average analyst target price before the Offer was EUR 2.38. Based on this, the Offer Price of EUR 2.30 includes a premium of EUR 0.08 per Constantin share or 3.2%.

3.3 Freitag’s Fairness Opinion

The Management Board and Supervisory Board have commissioned Freitag as an independent financial advisor to support the Management Board and Supervisory Board in assessing the adequacy of the consideration from a financial perspective. Freitag submitted a written statement to the Management Board and Supervisory Board on 20 December 2017 on the financial adequacy of the Offer Price (the Fairness Opinion).

As part of the review of the suitability of the consideration offered, Freitag was provided with publicly available and non-public financial and other information about the Constantin Group, including budget figures, which were made available by Constantin or communicated during management discussions.

The analyses underlying the Fairness Opinion refer to methods such as are typically used by investment banking companies in corporate transactions like the one in question and deviate in material aspects from valuations as would typically be carried out by auditors in accordance with the requirements of the jurisdiction for corporate purposes. In particular, Freitag has not carried out an assessment based on the IDW standards (IDW S 1 or IDW S 8) published by the German Institute of Chartered Auditors (IDW). It cannot be ruled out that analyses conducted using the aforementioned standards or other methodical approaches may lead to a different result to that reached by this Fairness Opinion.

The draft of the Fairness Opinion, which consists of a statement letter and an assessment memorandum, was discussed in detail with Freitag by the Management Board and the takeover committee entrusted with this task by the Supervisory Board, in particular at the meeting held on 20 December 2017.

In order to be able to assess the financial adequacy of the consideration offered by the Bidders, Freitag carried out the following analyses among others when creating the Fairness Opinion:

• A comparison of the takeover premium implied by the Offer Price with historical takeover premiums from other transactions;

• A comparison of the Offer Price with certain historical stock exchange prices and the general evolution of the Constantin Group stock price.

27

• A discounted cash flow valuation (DCF valuation);

• A comparison of the multipliers implied by the Offer Price with multipliers from comparable historical transactions;

• An analysis of recommendations and target prices from equity analysts;

• A comparison of the multipliers implied by the Offer Price with stock market valuations of comparable companies;

Based on the value analyses carried out, Freitag came to the following conclusion subject to the assumptions and limitations made in the Fairness Opinion:

“On the date of this letter as well as based on the foregoing and the analyses described in this letter and performed by Freitag, Freitag is of the opinion that the underlying Consideration for the Shares of the Company is

fair

from a financial point of view.”

The full wording of the Statement letter written by Freitag, which also mentions which methods of analysis were used and what information these are based on, is attached to this Statement as Annex 3.

The Fairness Opinion is subject to the provisions of the mandate agreement between Constantin and Freitag. The Management Board and Supervisory Board point out that the Fairness Opinion was issued exclusively for the purpose of informing and supporting Constantin, the Management Board and Supervisory Board in assessing the financial adequacy of the consideration offered by the Bidder. In contrast, the Fairness Opinion is neither aimed at third parties, i.e. persons other than Constantin, the members of the Management Board of the members of the Supervisory Board, nor is it designed to protect the interests of third parties. No contractual or quasi-contractual relationship is concluded between Freitag and any third parties in connection with the Fairness Opinion. Neither the Fairness Opinion nor the underlying mandate agreement between Freitag and Constantin gives any protection for third parties or lead to third parties being included in their scope of protection. Freitag’s consent to attach its Statement letter as an annex to this Statement neither represents an addition or an expansion to the group of people to whom the Fairness Opinion is addressed or who should be able to rely on the Fairness Opinion, nor does it entail third parties being included in its scope of protection. The Fairness Opinion is not addressed to Constantin shareholders in particular and does not represent any recommendation to Constantin shareholders on behalf of Freitag to accept the Offer or not. Third parties do not derive any rights or obligations from the Fairness Opinion. Freitag is not liable to any third parties as a result of the Fairness Opinion. The Fairness Opinion likewise makes no comment on the relative advantages and disadvantages of the Offer compared to other business strategies or transactions which may be available to the Bidders or to Constantin.

In addition to this, Freitag has not made any statement on whether the conditions of the Offer, including the Offer Price, are in accordance with the requirements of the WpÜG. Freitag receives a normal market remuneration from Constantin for its activities as financial advisor in connection with the Takeover Offer, whereby the result of the Fairness Opinion has no impact on the amount of the fee.

28

The Management Board and Supervisory Board additionally point out that the Fairness Opinion from Freitag is based on certain assumptions and reservations, and that it is necessary to read the underlying inspections and the results thereof in full to understand it. The Fairness Opinion from Freitag in particular is based on the economic and market conditions at the time when the Fairness Opinion was delivered and the information which was available to Freitag at the time. Developments occurring after this time may have an impact on the assumptions made when preparing the Fairness Opinion and the results thereof; the underlying assumptions in particular may subsequently prove to be inaccurate in future. Freitag is not under any obligation to update or restate the Fairness Opinion with respect to future events occurring after the Fairness Opinion has been delivered.

It is also important to note that Freitag may maintain other business relationships in future with Constantin or companies associated with Constantin, which Freitag will be able to assist with fees and expenses.

Based on its own experiences, the Management Board and Supervisory Board are convinced of the plausibility and adequacy of the procedures, methods and analyses used by Freitag.

3.4 Overall Assessment of the Adequacy of the Consideration by the Management Board and Supervisory Board

The Management Board and Supervisory Board have carefully and intensively analysed and assessed the adequacy of the consideration offered. During this process, the Management Board and Supervisory Board have taken their own considerations into account as well as the content of the Fairness Opinion, and are convinced of the plausibility of the financial advisor’s approach based on their own experience.

In their respective considerations, the Management Board and Supervisory Board have considered in particular, but not exclusively, the following aspects:

• The Offer Price includes a premium on the last XETRA closing price of Constantin Shares prior to the publication of the decision to make this Takeover Offer on 27 November 2017, at 10.6%.

• The Offer Price includes a discount on the average of the analyst target prices prior to the Offer of approximately 3.2%.

• The consideration allows the Constantin Shareholders secure and timely value realisation.

On the basis of the overall assessment of, among other things, the aspects outlined above, the overall circumstances of the Offer, and the Fairness Opinion that the Management Board and Supervisory Board, among other things, used in their respective assessment, the Management Board and Supervisory Board will come to the question of the adequacy of the consideration offered by the Bidders for the Constantin Shares pursuant to section 31 (1) WpÜG, independently of one another as follows:

The Management Board and Supervisory Board consider the amount offered to be adequate pursuant to section 31 (1) WpÜG. The Offer price meets the legal requirements and, in the Statement of the Management Board and Supervisory Board, appropriately reflects the value of the company.

29

VII. OBJECTIVES AND INTENTIONS OF THE BIDDERS AND THEIR EVALUATIONS BY THE MANAGEMENT BOARD AND SUPERVISORY BOARD

The Bidders explain the background to the Offer, as well as the economic and strategic background in section 10 of the Offer Document. The Bidders’ intentions with regard to Constantin are presented in section 11 of the Offer Document. It is recommended that the Constantin Shareholders read these sections of the Offer Document as well. The following summary is intended to provide an overview of the backgrounds set out in the Offer Document (see section VII.1.1) and the intentions of the Bidders (see section VII.1.2) and does not purport to be exhaustive. The Management Board and Supervisory Board subsequently comment on this (see section VII.2).

1. The Bidders’ Statements in the Offer Document

1.1 Economic and Strategic Reasons Underlying the Offer

According to section 10 of the Offer Document, the Bidders and the Other Parties gaining a Controlling Interest regard Constantin and the Constantin Group as an attractive investment opportunity, and seek a long-term investment in Constantin in order to realise strategic objectives.

In the Statement of the Bidders and the Other Parties gaining a Controlling Interest, a successful Takeover Offer would allow debilitating barriers, like those associated (in the Bidders’ view) with the differences of Statement with the former management of Constantin, which persisted until August 2017, to be overcome once and for all, and allow the focus to be placed on restructuring and developing the companies involved in order to create lasting value for all stakeholders. To the extent legally possible, the Bidders intend to bring the Constantin Group together again under single management, the Group having been split up in the course of the de-consolidation of Highlight Communications described under section II.7. This should eliminate the consequences of the de-consolidation to the extent possible, and again allow the pursuit of the strategies previously pursued when the Group was a media group with the segments Sport, Film, and Sport and Event Marketing.

The Bidders and the Other Parties gaining a Controlling Interest are of the view that a reintegrated Constantin Group in which the various segments are brought together under single group management offers better market opportunities, particularly as far as entertainment event marketing is concerned, than would be the case if the group were split up and its activities were concentrated in a single segment. The Bidders are also convinced that in a media group with different segments, the skills and resources of certain segments, for example in the areas of entertainment event organisation and media product production can serve to benefit to other segments.

A strong group of key shareholders with strategically consistent goals, which develops the business model with a long-term outlook and is able to raise the necessary funds is, as far as the Bidders are concerned, conducive to achieving these objectives.

1.2 The Bidders’ Intentions

Under section 11 of the Offer Document the section below describes the Bidders’ intentions with regard to their development and that of Constantin. According to the Offer Document, the Other Parties gaining a Controlling Interest have no differing or additional intentions to those of the Bidders.

30

1.2.1 Future Business Activities at Constantin

According to section 11.1 of the Offer Document, with the exception of the measures described below, the Bidders and the Other Parties gaining a Controlling Interest do not intend to change the business of the Constantin Group. In particular, the Constantin Group will continue to exist as an independent enterprise as part of the corporate group reintegrated under the umbrella of HLEE.

The Bidders intend to review whether to re-amalgamate the business activities of the Constantin Group and those of the Highlight Group, which was integrated in the Constantin Group by 12 June 2017, under the management of Highlight Communications after the successful execution of the Takeover Offer, although the specific measures to be taken in this regard have not yet been determined. In this context the Bidders also intend to review whether, after the successful execution of the Takeover Offer, the corporate group resulting from the Takeover, consisting of the Highlight Group and the Constantin Group, can be integrated into the HLEE Group (see section 11.6 of the Offer Document). Specifically, the potential impacts described in section 11.6 of the Offer Document on a material agreement to which the Constantin Group is a party will be decisive when assessing whether the aforementioned steps can be taken.

In the course of pursuing the growth strategy of the individual segments, for example by tapping into new potential lines of business, new partners could invest in the integrated group according to the Offer Document. The Bidders intend to promote such measures only if the Constantin Group retains control over its business.

There are otherwise no intentions of the Bidders and the further Parties gaining a Controlling Interest, according to the Offer Document, to cause the Constantin Group to change its business as a result of the Takeover Offer other than to the extent described above.

1.2.2 Registered Office of Constantin, Locations of Material Business Units

According to section 11.2 of the Offer Document, the Bidders do not intend to relocate Constantin’s domicile from Ismaning to another location, or to relocate or close key parts of Constantin’s business.

1.2.3 Assets and Future Obligations of Constantin

According to the plans described in section 11.3 of the Order Document, apart from the intention to review whether the shares in Highlight Communications currently held by Constantin should be transferred to HLEE after the successful execution of the Takeover Offer, there are no plans to dispose of Constantin’s assets.

Constantin issued a corporate bond with an aggregate par value of EUR 65,000,000, bearing interest on the par value at a rate of 7% p.a. and maturing on 23 April 2018, and which is listed under ISIN DE000A1R07C3 on the regulated market of the Frankfurt Stock Exchange in the Prime Standard segment (the Corporate Bond). The Bidders intend to cooperate closely with the Company and to support the refinancing of Constantin to the extent they can. This applies even if, in the event that the Offer is successfully executed and brings about a change of control within the meaning of the bond terms (acquisition of 50% or more of the voting rights by the Bidders and parties acting in concert with them within the meaning of section 2 (5) WpÜG), early refinancing becomes necessary because the bond holders exercise the rights that accrue to them in such a case under the bond terms to redeem the bonds early, or (at the option of Constantin, and

31

subject to further conditions being met) early refinancing becomes necessary in order for Constantin to purchase the bonds (Change of Control Clause).

According to the Offer Document, the Bidders otherwise have no plans with respect to Constantin’s assets, or plans to create future obligations.

1.2.4 Employees, Employee Representation and Conditions of Employment at Constantin

According to their disclosures in section 11.4 of the Offer Document, the Bidders do not intend to make any changes with regard to the Constantin Group’s employees and their conditions of employment. The Bidders value the know-how and experience of the Constantin Group’s employees and intend for the Constantin Group’s employees to have attractive prospects even after the execution of the Offer.

According to section 11.4 of the Offer Document, the Bidders do not intend to make any changes with respect to employee representation within the Constantin Group either.

1.2.5 Constantin’s Management Board and Supervisory Board

According to section 11.5 of the Offer Document, the Bidders intend to work closely and constructively with the Management Board and do not intend to change the existing composition of the Management Board or the employment agreements with its members. However, the Bidders do wish to review the possibility of expanding the Management Board.

In relation to the size and composition of Constantin’s Supervisory Board, the Bidders intend to be reasonably represented on the Supervisory Board in proportion to their shareholding and to appoint the majority of Supervisory Board members.

1.2.6 Potential Structural Measures

According to section 11.6 of the Offer Document, the Bidders intend to review whether Constantin can be integrated in the HLEE Group after the successful execution of the Takeover Offer.

This would firstly involve transferring HLEE’s stake in Constantin to Highlight Communications, and secondly transferring at least a portion of Constantin’s stake in Highlight Communications, currently approximately 32.7%, to HLEE and/or to Highlight Communications against payment of a reasonable purchase price based on the arm’s length principle.

Whether and how these integration measures might be taken is according to the statements in the Offer Document uncertain, however, and will depend on the circumstances prevailing at the time and an assessment of the risks and rewards made on that basis. According to the Offer Document the Bidders will specifically take into account the extent to which the Offer was successful and the attitude of other stakeholders, such as key contracting parties, to such integration measures.

The Bidders particularly want to consider the fact that TEAM Holding AG (TEAM), a subsidiary of Highlight Communications AG, has entered into an agency agreement (Agency Agreement) with UEFA under which TEAM has been appointed as the exclusive agency to globally market the media, sponsorship, and licensing rights for the UEFA Champions League, the UEFA Europa League and the UEFA Super Cup for an extended term. The term of the agency agreement covers the UEFA club competitions until the end of the 2020/21 season and, if TEAM continues to

32

perform, the 2021/22 to 2023/24 season as well. This agreement is subject to a "change of control clause" which gives UEFA the right to terminate the agreement if another person or entity other than the currently controlling shareholders acquires control of Highlight Communications (cf. section VII.2.11). The Bidders do not intend to take the measures referred to above if there would be a risk of this Agency Agreement being terminated.

The Bidders do not otherwise intend to implement any restructuring measures at Constantin. In particular, there are no plans to take the necessary steps to merge Constantin with either of the Bidders, HLEE or any other company, and nor are there any plans to proceed with a squeeze-out under stock corporation law or takeover law.

1.2.7 Dividend Policy

To the extent permitted by law, the Bidders intend to continue with Constantin’s existing policy of not distributing dividends to the Constantin Shareholders.

2. Assessment of the Bidders’ Intentions and Anticipated Consequences for Constantin

The Management Board and the Supervisory Board have carefully and thoroughly examined the intentions of the Bidders and further Parties gaining a Controlling Interest set out in the Offer Document. The Management Board and the Supervisory Board are of the Statement that the intentions of the Bidders and the further Parties gaining a Controlling Interest and their potential consequences for the future of Constantin and their business activities are advantageous, and therefore they approve of them. However, the Management Board and Supervisory Board note that the Offer Document contains only a few specific details on the intentions of the Bidders.

2.1 Future Business Activities at Constantin

The Management Board and the Supervisory Board welcome the Bidders’ interest in Constantin and their stated intentions, in particular the communicated goal of the Bidders to make a long-term investment to implement strategic goals. The Management Board and the Supervisory Board are pleased that, with the exception of the measures described above, the Bidders and the other Parties gaining a Controlling Interest do not aim for any fundamental changes in the business activities of Constantin and that Constantin should continue to exist as an independent company. In addition, the Management Board and Supervisory Board anticipate that the clear majority ratios to be achieved at the Annual General Meeting of Constantin following a successful execution of the Offer will enable them to adopt proposed measures and implement them efficiently.

The Management Board and Supervisory Board consider the strategy pursued by the Bidders and the further acquisition of control of a media group with the segments sports, film and sports- and event marketing to be commercially viable, and share the view of the Bidders and the other Parties gaining a Controlling Interest that a reintegrated Constantin Group could offer improved market opportunities, especially for marketing entertainment events. The Management Board and Supervisory Board are also of the opinion that, in a media group with different segments, the skills and resources of certain segments can serve to benefit to other segments. However, the Management Board and Supervisory Board note that the Offer Document does not contain comprehensive details. In view of the respective business activities of the Bidders and Constantin, the Management Board and Supervisory Board currently see only few concrete opportunities to make the capabilities and resources of individual segments available in the other segments, but are prepared to examine these in the event of a successful takeover.

33

The Management Board and the Supervisory Board welcome the considerations of the Bidders and the other Parties gaining a Controlling Interest to re-amalgamate under certain preconditions the business activities of the Constantin Group and those of the Highlight Group (which were combined in the Constantin Group until 12 June 2017), under the management of Highlight Communications after the successful execution of the Takeover Offer. However, the Management Board and Supervisory Board note that the measures to be taken in this connection have not yet been determined in detail and that a final assessment is therefore not yet possible.

In addition, the Management Board and the Supervisory Board are of the opinion that, under certain conditions, the integration of the (reintegrated) Highlight Group into the HLEE Group that is being considered by the Bidders and the further Parties gaining a Controlling Interest after the successful execution of the Takeover Offer could be advisable. The Management Board and Supervisory Board also refer to the statements made above in the first paragraph of section VII.2.1.

The Management Board and the Supervisory Board also share the opinion of the Bidders and the other Parties gaining a Controlling Interest that it may make sense to take on new partners as part of the growth strategy, provided that control over their business activities remains with Constantin. The Management Board and the Supervisory Board welcome in addition that there are currently no plans to cause the Constantin Group to change its core business as a result of the Takeover Offer other than to the extent described above.

Management Board und Supervisory Board point out that Constantin currently holds 32.7% of the shares in Highlight Communications. If Highlight Communications were to acquire more than 50% of the Constantin Shares then, under applicable Swiss law, the voting rights connected to the shares as well as application, information, and participation rights of Constantin connected to its shares in Highlight Communications would be suspended and could no longer be exercised by Constantin. However, Constantin’s dividend entitlement from these shares, its subscription rights and the right to challenge resolutions of the general meeting would remain. The Management Board and Supervisory Board would take a negative view on the loss of the voting, application, information, and participation rights. However, the Management Board and Supervisory Board are of the opinion that in particular the remaining dividend entitlement is of greater importance for Constantin.

2.2 Registered Office of Constantin, Location of Material Business Units

The Management Board and the Supervisory Board welcome the fact that the Bidders do not intend to relocate Constantin’s domicile from Ismaning to another location, or to relocate or close key parts of Constantin’s business. This also demonstrates that the Bidders are interested in preserving the identity of the Constantin Group.

2.3 Assets and Future Obligations of Constantin

The Management Board and the Supervisory Board welcome the fact that the Bidders, apart from the plans to review whether the shares in Highlight Communications currently held by Constantin could be transferred to HLEE in exchange for the payment of a reasonable purchase price that withstands a third-party comparison, have no plans to dispose of Constantin’s assets after the successful execution of the Takeover Offer.

34

In particular, the Management Board and the Supervisory Board are pleased that the Bidders and the other Parties gaining a Controlling Interest intend to cooperate closely with the Company in order to support the refinancing of Constantin.

2.4 Employees, Employee Representation and Conditions of Employment at Constantin

The statements made by the Bidders with regard to the know-how and experience of the Constantin Group’s employees are also of particular importance to the Management Board and Supervisory Board. The Management Board and the Supervisory Board welcome the fact that the Bidders do not intend to make any changes with respect to the employees of the Constantin Group or their employment conditions, or their employee representatives, and that attractive prospects for the Group’s employees will continue to exist after the Offer has been implemented.

2.5 Constantin’s Management Board and Supervisory Board

The Management Board and the Supervisory Board welcome the statements of the Bidders that they intend to work constructively and trustingly with the Management Board and do not intend to change the existing composition of the Management Board or the employment agreements with its members. In their view, this underlines the expressed intention of the Bidders to maintain Constantin’s independence and to maintain the existing strategic orientation. In light of the current business activities of Constantin and its subsidiaries, the Management Board and Supervisory Board see no reason to expand the Management Board but consider the intention of the Bidders to examine an expansion of the Management Board, in particular if the business activities of Constantin and its subsidiaries change, to be understandable and therefore as positive.

Currently, the Management Board and Supervisory Board see no reason to appoint new members of the Supervisory Board but consider the intention of the Bidders to be adequately represented on the Supervisory Board in accordance with their respective shareholdings, to appoint a majority of the members of the Supervisory Board and, in this connection, to appoint new members to the Supervisory Board in advance, at least in part, to be understandable and therefore as positive, in particular due to the fact that, in the view of the Management Board and Supervisory Board, clear majority ratios in the Supervisory Board, together with clear majority ratios in the general meeting as assessed in section VII.2.1, can contribute to enable measures requiring approval to be adopted and implemented efficiently.

2.6 Consequences of Potential Structural Measures

The Management Board and the Supervisory Board consider the intended examination by the Bidders as to whether Constantin, after the successful completion of the Takeover Offer, can be successfully integrated into HLEE and if the intended transfer of HLEE’s stake in Constantin to Highlight Communications, and at least a considerable portion of Constantin’s stake in Highlight Communications, currently approximately 32.7%, to HLEE and/or Highlight Communications against payment of a reasonable purchase price that withstands a third-party comparison, based on the arm’s length principle, to be economically comprehensible.

The Management Board and the Supervisory Board are currently not in a position to issue a final opinion, as the integration steps described in the Offer Document are uncertain and depend on the circumstances prevailing at that time and an assessment of the opportunities and risks based on them. However, the Management Board and the Supervisory Board welcome the fact that the Bidders and the other Parties gaining a Controlling Interest want to take into account the extent to

35

which the bid was successful and the position of other stakeholders, such as important contractual partners in particular, regarding such integration steps. In particular, the Management Board and the Supervisory Board are pleased that the Bidders do not intend to take the measures described above if they entail a risk of termination of the agency agreement between the TEAM and UEFA.

The Management Board and the Supervisory Board also welcome the fact that the Bidders do not intend to carry out restructuring measures in the case of Constantin, in particular a merger of Constantin with one of the Bidders, HLEE or another company, or a squeeze-out under stock corporation or takeover law, thus preserving the independence of Constantin as well as the trading in Constantin shares on the capital market.

With regard to the impact of the restructuring measures on Constantin’s shareholders, reference is made to section VIII of this Statement.

2.7 Dividend Policy

The Management Board and the Supervisory Board consider the intention of the Bidders to continue with the company’s existing policy of not distributing dividends to the Constantin Shareholders, to the extent that this is permitted by law, to be welcomed.

2.8 Future Business Activities of the Bidders and Parties gaining a Controlling Interest

The Management Board and Supervisory Board take note of the statements made by the Bidders and the Parties gaining a Controlling Interest over the future business activities of the Bidders and the Parties gaining a Controlling Interest.

2.9 Expected Tax Consequences

The execution of the Offer may have adverse effects on the tax situation of the Constantin Group. In accordance with German tax law, as of 31 December 2016, Constantin had corporation tax loss carryforwards in the amount of approx. EUR 623 million and trade tax loss carryforwards amounting to approx. EUR 363 million (Corporation Tax Loss Carry-Forwards), whereby these values are not definitive and may have already been reduced as a result of share transfers that have already taken place prior to the publication of the Offer.

If an acquirer, e. g. the bidder Highlight Communications, holds more than 25% of the shares after the completion of the Offer, but not more than 50% of the shares in the share capital or voting rights in Constantin, the loss carryforwards will generally be reduced in accordance with the participation quota; if an acquirer, e. g. the Bidder Highlight Communications, holds more than 50% of the shares in the share capital or voting rights in Constantin after the completion of the Offer, the losses will no longer be incurred in principle (in each case a Harmful Acquisition of Shares). It should be noted that acquisition of shares (including those already made) may be attributed to an acquirer buyer by related parties and that a group of buyers with rectified interests (acquirer group) is considered to be one buyer.

A partial or complete lapse of loss carryforwards only occurs if the loss carryforwards exceed Constantin’s hidden reserves that are subject to domestic taxation (Hidden Reserves Clause). The hidden reserves subject to domestic taxation arise arithmetically from the general value of the shares and the proportionate taxable equity of Constantin at the time of the Harmful Acquisition of Shares. As the hidden reserves at the level of Constantin’s German subsidiaries are not generally taken into account for the calculation of hidden reserves at Constantin’s level, it can be

36

assumed that the Hidden Reserves Clause will not result in any loss carry forwards being recovered in the case of a Harmful Acquisition of Shares.

Insofar as the Harmful Acquisition of Shares results in a reduction of the loss considered to be recoverable, deferred taxes formed a result are to be reduced. In addition to the tax loss carryforwards, as of 31 December 2016, there is a non-binding interest carryforward in the framework of the interest barrier in the amount of approximately EUR 31 million, for which the aforementioned regulation regarding the forfeiture of loss carryforwards apply by analogy. The Management Board and Supervisory Board point out that the above statements refer to the current legal situation, which results from the tax laws, published administrative instructions, and court decisions valid at the time of this Statement.

The company is currently examining whether and, if so, to what extent, a lapse of loss carryforwards can be prevented depending on the ownership structure that may arise after implementation of the Offer and the possible integration steps that the Bidder may take.

2.10 Financial Consequences

The Management Board points out the following effects under existing financial agreements and arrangements of the Constantin Group:

The following substantial, already utilised (value-dated) Constantin finances, in connection with the lenders or bond creditors, exist and have the right to termination in the event of a change of control:

• A EUR 65,000,000 7.0% bond 2013/2018 (ISIN: DE000A1R07C3): The bond terms contain the right of bond creditors to demand partial or full repayment or purchase of their bonds by Constantin within 30 days of the announcement of a change of control, provided that the bond creditors have a nominal amount of at least 20% of the aggregate principle of the still outstanding bonds at the time to make use of this right. A change of control exists when one of the following events occurs:

i) Constantin obtains knowledge that a third party or jointly acting third party within the meaning of section 2 (5) WpÜG has become the legal or beneficial owner of more than 50% of Constantin’s voting rights; or

ii) the merger of Constantin with or into a third party or the merger of a third party with or into Constantin or the sale of all or substantially all of Constantin’s assets (consolidated) to a third party.

A third party in this case is any party other than a subsidiary or holding company of Constantin or another subsidiary of this holding company.

The bonds will be due for repayment on 23 April 2018.

• A guarantee agreement for EUR 11,180,050 between Sport1 GmbH and PLAZAMEDIA GmbH as borrowers, Constantin as joint debtor, and Unicredit Bank AG as lending bank: The guarantee agreement contains a right of Unicredit Bank AG to terminate without notice within 30 bank working days following a change of control. A change of control exists when one or more natural or legal entities or partnerships, acting alone or jointly with other

37

parties (within the meaning of section 2 (5) WpÜG), hold at least 30% of the Constantin voting rights or shares.

The guarantee agreement expires on 28 February 2018.

Whether, and to what extent, the bonds and guarantee agreements listed in this section VII 2.10 will be terminated by the bond creditors or lender banks upon the occurrence of a change of control cannot be predicted with certainty – even when considering the short residual maturities. Similarly, it cannot be ruled out that the interest condition for the newly concluded financial structure may be higher than the previous conditions.

2.11 Consequences for the Operational Activity of the Constantin Group

There are contracts within the Constantin Group that are of material importance for the operational activity, in the context of which the respective contractual partner has the right of termination in the case of a change of control. These include distribution contracts for the distribution of pay-tv and free-to-air television channels, as well as contracts for the acquisition of use and exploitation rights for various sporting events.

Whether, and to what extent, the contracts listed in this section VII 2.11 will be terminated by the contracting partners upon the occurrence of a change of control cannot be predicted with certainty. Similarly, it cannot be ruled out that the terms of new contracts may be economically disadvantageous in comparison to the previous situation.

VIII. EFFECTS ON CONSTANTIN SHAREHOLDERS

The following statements server to provide the Constantin Shareholders with indications for the assessment of effects of an acceptance or non-acceptance of the Offer. The following aspects are not exhaustive. It is the responsibility of every Constantin Shareholder to evaluate the effects of an acceptance or non-acceptance of the Offer. The Management Board and Supervisory Board advice the Constantin Shareholders to seek expert advice if necessary.

The Management Board and Supervisory Board further point out that they cannot make any judgements as to whether Constantin Shareholders would incur any possible tax advantages or disadvantages (in particular any tax liability on capital gains) by accepting or not accepting the Offer. The Management Board and Supervisory Board advise the Constantin Shareholders to obtain tax advice prior to a decision on the acceptance or non-acceptance of the Offer, in which personal circumstances of the respective shareholder can be taken into account.

1. Possible Disadvantages of Accepting of the Offer

Constantin Shareholders wishing to accept the Bidders’ Offer should take into account the following, in light of the aforementioned remarks, inter alia:

• Constantin Shareholders who accept or have accepted the Offer will, in the future, no longer benefit from possible positive development of the Constantin share price or a positive business development of the company and its subsidiaries.

• Execution of the Offer will only take place once all conditions precedent are met. Whether or not the conditions for the execution are met will only become apparent after the expiration of the acceptance period.

38

• The Bidders are entitled under the WpÜG to amend the Offer’s consideration until one business day before the end of the acceptance period. After acceptance of the Offer, Constantin Shareholders will not benefit from favourable performance of the company or the Constantin share prices with respect to the Constantin Shares tendered by them.

• With the transfer of Constantin Shares upon execution of the Offer, all outstanding or future dividend entitlements will be transferred to the Bidders, resulting in Constantin Shareholders who accept the Offer no longer participating in Constantin dividend distributions.

• Rescission of acceptance of the Offer is only possible under the strict conditions specified in section 17 of the Offer Document and only until expiration of the acceptance period. The Constantin Shareholders are limited in their freedom of action to only the Constantin Shares for which they have accepted the Offer. Tendered Constantin Shares may be traded under the ISIN DE000A2G9MW6 in the Regulated Market of the Frankfurt Stock Exchange pursuant to section 16.7 of the Offer Document. Trading is expected to commence on the third Banking Day following the start of the Acceptance Period and will end at the close of the penultimate exchange trading day of the Further Acceptance Period, i.e. on 2 February 2018 (provided the Closing Conditions under section 8.3 of the Offer Document have been met by such time), or otherwise at the close of the seventh exchange trading day immediately preceding settlement of this Offer. The Bidders point out that the trading volume of Constantin Shares Tendered for Sale depends on take-up of the Offer, and as a result may be low or subject to strong fluctuations. It is therefore possible that, due to a lack of demand, it will not be possible to sell Constantin Shares Tendered for Sale over the stock exchange. Due to merger control procedures, this period may last until 13 December 2018. Upon purchasing Constantin Shares Tendered for Sale, the purchaser also assumes all associated rights and obligations of the respective seller under the agreement entered into as a result of accepting the Offer.

• If the Bidders, the parties acting in concert with them, or their subsidiaries acquire the shares through an off-stock exchange acquisitions within one year of the publication of the total number of Constantin Shares to which they are entitled after the expiry of the offer period and acceptance of the offer (Section 23 (1) no. 2 WpÜG), and if the value of the consideration paid or negotiated for those shares is higher than the consideration mentioned in the offer, the Bidder shall be obligated to pay the Constantin Shareholders who accepted the Offer compensation in the amount of the difference in consideration. There is no such right to subsequent rectification of the consideration for off-stock exchange acquisitions in exchange for higher consideration after expiration of this additional one year period under the Offer. Such a claim for rectification also does not apply to the acquisition of shares in connection with a legal obligation to grant compensation to Constantin Shareholders. Incidentally, the Bidders may also purchase Constantin Shares at a higher price on the stock exchange within the aforementioned one year period without having to adjust the consideration in favour of the Constantin Shareholders who have already accepted the Offer.

• Constantin Shareholders who accept the Offer have no claim to any cash compensation of any kind which must be paid by virtue of law after execution of the Offer in the event of certain restructuring measures. Any severance payments are always calculated on the basis of the total value of the company and can be reviewed in court proceedings. Such severance payments may or may not be equal to, or lower than, the amount of the offer price. In the opinion of the Management Board and the Supervisory Board, it cannot be

39

ruled out that severance payments may be higher than the amount of the offer price at a later date. Even if they are higher, Constantin Shareholders accepting the Offer are not entitled to such severance payments or any additional payments.

2. Possible Disadvantages of not Accepting the Offer

Constantin Shareholders who do not accept the Offer and do not otherwise sell their Constantin Shares remain Constantin Shareholders. They should, however, note the statements of the Bidders in section 11 of the Offer Document, as well as the following:

• They bear the risks and opportunities of the future development of the Constantin Shares for which they do not accept the Offer.

• Constantin Shares for which the Offer has not been accepted will continue to be traded on the stock exchange. However, it cannot be ruled out that the current price of the Constantin Shares may also reflect the fact that (i) the Announcement of the Decision to make the Takeover Offer occurred on 27 November 2017 and (ii) the Bidders together with the Other Parties gaining a Controlling Interest entered into the Framework Agreement on 27 November 2017. It is uncertain whether the stock exchange price of the Constantin Shares will remain at or around the present level after the Acceptance Period expires, or whether it will go up or down.

• Completion of the Offer will result in a reduction in the free float of the Constantin Shares issued. It is also to be expected that after settlement of the Offer the supply of and demand for Constantin Shares will be lower than it is today, reducing the liquidity of the Constantin Shares. This may mean that orders to buy or sell Constantin Shares are unable to be executed in due time or at all. Moreover, the potential reduction in the liquidity of the Constantin Shares could result in significantly higher volatility in the price of Constantin Shares in the future.

• Following settlement of the Offer, the Bidders will endeavour together with the Other Parties gaining a Controlling Interest to hold the majority of votes at the general meeting, and would therefore be in a position to cause the general meeting of Constantin to adopt important measures. These include electing and removing Supervisory Board members and distributing dividends. In this regard the Bidders intend to be reasonably represented on the Supervisory Board in proportion to their shareholding and to appoint the majority of Supervisory Board members. In order to achieve this goal, the Bidders could, within the limits of the legal options available, bring about an early reshuffle of least some of the positions on the Supervisory Board by causing the general meeting to adopt a resolution to this effect.

• Following settlement of the Offer, the Bidders and the Other Parties gaining a Controlling Interest could collectively hold the qualified capital majority necessary (75% of the share capital represented at Constantin’s general meeting at the time of the resolution) to ensure that almost all significant corporate law restructuring measures are passed by Constantin’s general meeting. Such measures include, for example, amendments to the articles of association, capital increases and, if the majority criteria required by law and the articles of association are met, also exclusion of shareholders’ subscription rights in the case of corporate actions, as well as company reorganisations, mergers and the dissolution of the company. Irrespective of their representation at the general meeting, the Bidders and the Other Parties gaining a Controlling Interest could attain the necessary qualified majority

40

even if they hold fewer than 75% of all Constantin Shares. Only some of the aforementioned measures would give rise to an obligation under German law on the part of the Bidders and/or the Other Parties gaining a Controlling Interest to make an offer to the minority shareholders to acquire their shares in return for a reasonable settlement sum based on a valuation of Constantin, or to pay compensation. Since such a company valuation would have to be based on the circumstances prevailing at the time that Constantin’s general meeting adopted the resolution in favour of the relevant measure, the amount of any such settlement offer could be equivalent to the Offer Price, but it could also be higher or lower. The implementation of some of these measures could also result in the Constantin Shares being de-listed.

• If, following the execution of the Offer, either of the Bidders or any of the Other Parties gaining a Controlling Interest enter into a control agreement with Constantin under which the former is the controlling entity and Constantin is the controlled entity, the controlling entity has the right to give binding instructions to Constantin’s Management Board. If this control agreement were combined with a profit and loss transfer agreement, Constantin would also be required to transfer all of its profits to the controlling entity. If a control and/or profit and loss transfer agreement were entered into, the controlling entity would have an obligation to assume all of Constantin’s losses as of the end of the year. The controlling entity would also, if a control and/or profit and loss transfer agreement existed, have an obligation to make a recurring cash payment to all minority Constantin Shareholders (Compensation Payment) (section 304 AktG). The amount of the Compensation Payment is defined by the parties to the control and profit and loss transfer agreement and reviewed by a court-appointed auditor. The Compensation Payment is equivalent to the amount likely to have been able to be distributed as an average share of profits to the individual shareholders of the controlled entity based on the controlled entity’s results of operations to date and its future earnings prospects if the control and profit and loss transfer agreement had not been entered into. In addition, under a control and profit and loss transfer agreement the controlling entity would have an obligation to make an offer to all of the minority shareholders of the controlled entity to acquire their shares in return for the payment of a reasonable settlement (section 305 AktG). The reasonableness of the Compensation Payment and the settlement sum may be subject to judicial review by way of proceedings to assess the adequacy of the compensation offered to minority shareholders (Spruchverfahren). The Bidders are unable to predict whether the settlement sum will be equivalent to, higher than or even lower than the Offer Price. Any control and/or profit and loss transfer agreement would require, among other things, the consent of at least 75% of the share capital represented at Constantin’s general meeting at the time of the resolution and would enter into force once it was registered in Constantin’s commercial register.

• If, after execution of the Offer or at a later time, either of the Bidders, any of the Other Parties gaining a Controlling Interest or any affiliate of a Bidder or any Other Party gaining a Controlling Interest directly or indirectly holds at least 95% of Constantin’s share capital, the person or entity concerned could force a squeeze-out under stock corporation law (section 327a AktG). The amount of the reasonable cash settlement payable in the event of a squeeze-out under stock corporation law depends on the financial circumstances of Constantin at the time the general meeting adopts the resolution to transfer the shares. The reasonableness of the cash settlement may be subject to judicial review by way of proceedings to assess the adequacy of the compensation offered to minority shareholders. The amount of the reasonable cash settlement could be equivalent to the Offer Price, but it

41

could also be higher or lower. The Constantin Shares would be de-listed in the event of a squeeze-out under stock corporation law.

• If, after execution of the Offer, either of the Bidders holds at least 95% of Constantin’s voting share capital, the person or entity concerned could apply for a squeeze-out under takeover law (section 39a WpÜG). The application would have to be lodged with the Regional Court (Landgericht) of Frankfurt am Main within three months of the Acceptance Period expiring, and would have to provide for a reasonable settlement. For the purposes of a takeover law squeeze-out, the Offer Price would be deemed a reasonable settlement if, pursuant to the Offer, Highlight Communications acquired Constantin Shares equivalent to at least 90% of the share capital of Constantin subject to the Offer.

• If, after execution of the Offer or at a later time, either of the Bidders, any of the Other Parties gaining a Controlling Interest or any affiliate of a Bidder or any Other Party gaining a Controlling Interest holds at least 90% of Constantin’s share capital, the person or entity concerned could force a squeeze-out under merger law (section 62 (5) of the German Reorganisation Act (Umwandlungsgesetz, UmwG). The amount of the reasonable cash settlement payable in the event of a squeeze-out under merger law depends on the financial circumstances of Constantin at the time the general meeting adopts the resolution to transfer the shares. The reasonableness of the cash settlement may be subject to judicial review by way of proceedings to assess the adequacy of the compensation offered to minority shareholders. The amount of the reasonable cash settlement could be equivalent to the Offer Price, but it could also be higher or lower. The Constantin Shares would be de-listed in the event of a squeeze-out under merger law.

• If, after execution of the Offer, either of the Bidders holds at least 95% of Constantin’s voting share capital, section 39c WpÜG gives the Constantin Shareholders who did not accept the Offer three months from when the Acceptance Period expires (the Tender Period) to accept the Offer at the Offer Price (Right of Tender). If either of the Bidders attains the shareholding necessary to trigger the Right of Tender, they will publish a notification to this effect without undue delay. If either of the Bidders, together with Parties gaining a Controlling Interest, fails to meet this notification requirement, the Tender Period commences only once the notification requirement is met. The Bidders will publish the details of how to exercise the Right of Tender with the notification required under section 23 (1) sentence 1 no. 4 WpÜG if applicable.

• If the Offer is successfully completed, the Bidders together with the Other Parties gaining a Controlling Interest could collectively be in a position to cause Constantin (i) to have the admission of its shares to trading on the regulated market of the Frankfurt Stock Exchange revoked, and to have the Constantin Shares included in open market trade on the Frankfurt Stock Exchange (Downlisting) or (ii) to have the admission of its shares to trading on the Frankfurt Stock Exchange completely revoked (Delisting). Constantin’s reporting obligations would be reduced or would fall away completely in the event of Downlisting or Delisting. If the Bidders together with the Other Parties gaining a Controlling Interest were to bring about a Downlisting, this would have a negative impact on the liquidity of the Constantin Shares, while Delisting could effectively render the Constantin Shares no longer liquid at all. Delisting or Downlisting may occur on the application of Constantin if an offer to acquire all Constantin Shares was published in accordance with the requirements of the WpÜG, making reference to the Delisting or Downlisting application. The consideration offered for Constantin Shares must be a cash payment and may not be less than: (i) the weighted average domestic stock exchange price of Constantin Shares in the

42

six months immediately preceding the announcement of the decision to make the public purchase offer; or (ii) the highest amount of consideration granted or agreed by the Bidders of the respective purchase offer, the parties acting in concert with them or their subsidiaries for the acquisition of the Constantin Shares in the six months immediately preceding the publication of the Offer Document relating to the Offer.

• As a private radio broadcaster, Sport1 GmbH is subject to the provisions of the Agreement between the German Länder on Broadcasting and Telecommunications (Staatsvertrag für Rundfunk und Telemedien, RStV). Under the RStV, the competent state media authorities must be notified in writing of any planned change to the ownership structure of or other influences on any private radio broadcaster. After: (i) any dominant influence over opinions is assessed by the Commission for Determining Media Concentration (Kommission zur Ermittlung der Konzentration im Medienbereich, KEK); and (ii) the licence requirements are reviewed by the Licensing and Supervision Commission (Kommission für Zulassung und Aufsicht, ZAK), the state media authorities certify that the change does not raise concerns if the broadcaster were to receive a license in the new circumstances. If a planned change is implemented without being confirmed as unobjectionable by the competent state media authorities, the license to operate as a radio broadcaster is revoked. Sport1 GmbH, Constantin, the Bidders and the Other Parties gaining a Controlling Interest will promptly notify the competent state media authorities of the proposed changes. The Bidders expect that the state media authorities will certify that the change does not raise concerns. If, contrary to the Bidders’ expectations, the competent state media authorities fail to certify that the change does not raise concerns, Sport1 GmbH could lose its private radio broadcaster license. This could have a material adverse effect on Constantin’s net assets, financial position and results of operations.

• The execution of the Offer may have adverse effects on the tax situation of the Constantin Group. Constantin has corporation tax and trade tax loss carryforwards in accordance with German tax law. These loss carryforwards may be eliminated in whole or in part as a result of the execution of the Offer, insofar as the loss carryforwards exceed Constantin’s hidden reserves that are liable to tax in Germany. This could have a negative impact on Constantin’s financial position, net assets and results of operations as well as on Constantin’s distributable profit and the share price.

• Constantin currently holds 32.7% of the shares in Highlight Communications. If Highlight Communications were to acquire more than 50% of the Constantin Shares then, under Swiss law, the voting rights the voting rights connected to the shares as well as application, information, and participation rights of Constantin connected to its shares in Highlight Communications would be suspended and could no longer be exercised by Constantin. Constantin could therefore no longer exert any influence on Highlight Communications. However, Constantin’s dividend entitlement from these shares, its subscription rights and the right to challenge resolutions of the general meeting would remain, but Constantin could no longer participate in voting on the distribution of dividends at a shareholders’ meeting of Highlight Communications.

IX. INTERESTS OF THE MEMBERS OF THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD

The Bidders and the parties acting in concert with them have not exerted any influence on Constantin or their bodies in connection with the Offer and this Statement.

43

The members of the Management Board and the Supervisory Board have not received any unjustified payments or other unjustified benefits in kind or promises in connection with the Offer from the Bidders or persons acting in concert with them.

The Supervisory Board has delegated the task of preparing and issuing this Statement to its Takeover Committee by resolution in accordance with section 27 (1) WpÜG. The members of this Takeover Committee are Mr Thomas von Petersdorff-Campen, Ms. Edda Kraft and Dr Gero von Pelchrzim. Accordingly, the other members of the Supervisory Board were not involved in adopting resolutions on the submission of this Statement.

X. INTENTION TO ACCEPT THE OFFER

None of the members of the Management Board holds any Constantin Shares. Of the members of the Supervisory Board, Mr Andreas Benz holds 2,000 x Constantin Shares. The other members of the Supervisory Board do not hold Constantin Shares.

Mr Andreas Benz intends to accept the offer for all Constantin Shares held by him.

XI. FINAL ASSESSMENT

After their respective autonomous and independent examination, the Management Board and Supervisory Board consider the amount of the Offer Price to be appropriate within the meaning of section 31 (1) WpÜG. To examine the adequacy of the offer price, they used in particular the Fairness Opinion drawn up by the financial advisor Freitag & Co as a basis. The Offer price exceeds the legal requirements and, in the Statement of the Management Board and Supervisory Board, currently reflects the value of the company – i. e. also taking into account the current geopolitical and macroeconomic situation – in an appropriate manner. In addition, the Management Board and the Supervisory Board regard the intentions expressed by the Bidders in the offer document with regard to the further business activities of the Constantin Group as positive. The Management Board and the Supervisory Board therefore support the Offer of the Bidders, which in their opinion, after considering all chances and risks, is in the well-understood interest of Constantin. In this context, the Management Board and Supervisory Board also took into account, among other things, the lack of a minimum acceptance threshold to ensure transaction security.

On this basis and taking into account the above considerations in this Statement, the Management Board and Supervisory Board recommend that the Constantin Shareholders accept the Offer.

Irrespective of this, all Constantin Shareholders must in all cases decide for themselves whether or not to accept the Offer, taking into account the overall circumstances, their personal situation and assessment of the possible future development of the value and stock market price of the Constantin Shares. Subject to applicable law, the Management Board and Supervisory Board shall not be liable if the acceptance or non-acceptance of the offer results in economic disadvantages for a Constantin Shareholder.

The Management Board and Supervisory Board, the latter acting through the Takeover Committee commissioned with this task, unanimously approved the contents of this joint Statement in each case. The content of this Statement was discussed an finalised by the Management Board and the Supervisory Board, the latter acting through the Takeover Committee commissioned with this task – following the final preliminary discussion of relevant drafts of the relevant documents – on 22 December 2017.

44

Ismaning, 22 December 2017

Constantin Medien AG

Management Board Supervisory Board

45

Annex 1 Subsidiaries of Constantin Medien AG

Annex 2 Overview of the structure of shareholdings between the Bidders, the Other Parties gaining a Controlling Interest and Constantin

Annex 3 Fairness Opinion of Freitag & Co. GmbH from 20 December 2017

46

ANNEX 1 – SUBSIDIARIES OF CONSTANTIN MEDIEN AG

Parties acting in concert with Constantin Medien AG pursuant in accordance with 2 (5) WpÜG as at 22 December 2017

Company Domicile/Country

Constantin Sport Holding GmbH Ismaning, Germany

Sport1 GmbH Ismaning, Germany

Sport1 Gaming GmbH Ismaning, Germany

Sport1 Media GmbH Ismaning, Germany

PLAZAMEDIA GmbH Ismaning, Germany

Plazamedia Austria Ges.m.b.H Vienna, Austria

PLAZAMEDIA Swiss AG Pratteln, Switzerland,

LEITMOTIF Creators GmbH Ismaning, Germany

47

ANNEX 2 – OVERVIEW OF THE STRUCTURE OF SHAREHOLDINGS BETWEEN THE BIDDERS, THE OTHER PARTIES GAINING A CONTROLLING INTEREST AND CONSTANTIN

Alexander Studhalter

Studhalter Investment AG

Bernhard and Rosmarie Burgener

Highlight Event and Entertainment AG

Highlight Communications

AG

Constantin Medien AG

100%

29.99%

28.7% 22.24%

25%

32.7%

48

ANNEX 3 – FAIRNESS OPINION

49

50

51

52