Interim Financial Report 2010

In addition to publishing the business figures for the first quarter 2010 in the second quarter, the Company also an-nounced the public tender offer f...

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Interim Financial Report 2010

CONTENT Q2

CONTENT

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2 Key Figures 3 Foreword 4 Constantin Medien AG Share 7 Interim Group Management Report 28 Consolidated Interim Financial Statements 36 Notes to the Consolidated Interim Financial Statements 42 Finance Calendar 2010 42 Imprint

Forward-looking statements This interim financial report contains statements relating to future events that are based on management’s assessments of future developments. A series of factors beyond the control of the company, such as changes in the general economic and business environment and the incidence of individual risks or occurrence of uncertain events, can result in the actual results differing substantially from those forecast. Constantin Medien AG does not intend to continually update the forward-looking statements contained in the interim financial report.

Important notice This document is a free translation into English of the original German text. It is not a binding document. In the event of a conflict in interpretation, reference should be made to the German version, which is the authentic document.

Q2 THE COMPANY | KEY FIGURES

KEY FIGURES

IN EURO MILLION

Non-current assets Film assets Intangible assets Total assets Subscribed capital Equity Equity ratio (in percent) Non-current financial liabilities Current financial liabilities

6/30/2010

12/31/2009

286.4 135.6 67.1 589.8 85.1 72.5 12.3% 30.0 264.0

293.9 145.8 71.6 644.9 85.1 109.8 17.0% 86.3 214.5

1/1 to 6/30/2010 Sales Sports Film Sports- and Event-Marketing

201.9 76.4 90.4 35.1

227.8 89.3 110.0 28.5

Earnings before interest, taxes, depreciation and amortization (EBITDA) Amortization, depreciation and impairment Earnings before interest and taxes (EBIT) Earnings before taxes (EBT) Shareholders’ interests

43.3 -39.7 3.6 1.5 -3.3

33.7 -42.3 -8.6 -6.8 -4.6

Cash flow from operating activities Cash flow for investing activities Cash flow for financing activities

75.5 -16.8 -47.6

34.1 -18.1 -25.0

Outstanding shares in million Share price in Euro Market capitalization (based on outstanding shares)

6/30/2010 77.4 1.54 119.2

12/31/2009 77.7 2.00 155.4

Average number of outstanding shares (basic) in million Earnings per share from continuing operations (basic) in Euro Earnings per share from continuing operations (diluted) in Euro

1/1 to 6/30/2010 77.4 -0.04 -0.04

1/1 to 6/30/2009 73.6 -0.06 -0.06

1,345

1,544

Employees at closing 2

1/1 to 6/30/2009 *

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

FOREWORD | THE COMPANY Q2

FOREWORD

Dear Shareholders, Your company, Constantin Medien AG, significantly improved its result of operations in the first half of 2010. The operating Group earnings before interest and taxes (EBIT) increased by 12.2 million Euro, thus reaching a positive amount of 3.6 million Euro. The earnings increase was not least the consequence of the pleasing business performance delivered by the Sportsand Event-Marketing Segment. But the Film Segment contributed towards improving the result of operations as well. The Sports Segment closed the first half-year period with a balanced result. The decline in half-year sales of 11.4 percent to 201.9 million Euro does however demonstrate that Constantin Medien AG continues to move in a challenging market environment. Our sports activities will continue to have to confront a highly competitive TV advertising market and the TV stations' reluctance to invest in the production area. The feedback regarding our new umbrella brand SPORT1, successfully launched on April 11, 2010, which now bundles our TV and online activities, has given us confidence. Thus, the TV channel reached solid market shares in the second quarter and the online sports portal registered new record coverages in access figures for the second quarter.

In the Film Segment we are well-equipped for the second half of the year following the anticipated restrained business performance in the first half-year period. Thus, Constantin Film is planning roughly six new film releases overall in the second half year of 2010, notably the promising 3-D productions: “Step up 3-D”, “Resident Evil: Afterlife” and “Animals United”. One of the highlights of the second quarter was without a doubt the UEFA's renewal of the mandate with our Group company TEAM for the marketing of the UEFA Champions League, the UEFA Europa League and the UEFA Super Cup by at least three years starting with the 2012/13 season. Accordingly, we can continue, in proven form, to move ahead with the trusting and mutually successful partnership with the European football association. As for the entire 2010 calendar year, we adhere to our previous estimates: We anticipate the Constantin Medien Group to generate negative earnings attributable to shareholders of between 12 to 14 million Euro, with consolidated sales ranging between 440 to 460 million Euro.

Yours faithfully, Bernhard Burgener Chairman of the Management Board

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Q2 THE COMPANY | CONSTANTIN MEDIEN AG SHARE

CONSTANTIN MEDIEN AG SHARE

Performance of the capital markets On the German stock market and the international capital markets, the decreasing uncertainty with respect to the economic development as supported by a further historically low interest rate level led to an initially strong upwards trend starting in mid-February. In connection with the emerging concerns surrounding the stability of the financial system and the debt of some countries, this trend however erupted into a volatile lateral movement in the second quarter of 2010. Overall, the German leading index DAX lost 3.1 percent in the second quarter, closing at 5,966 points on June 30, 2010 (0.1 percent compared to the beginning of 2010). By positive contrast, the German small cap and media stocks partly performed better, although these values were comparatively more affected by the previous stock drops from the financial economic crisis than the blue chip stocks. Therefore, the small cap index SDAX, which also lists the Constantin Medien shares, gained 0.2 percent in the second quarter 2010 (10.0 percent compared to the beginning of 2010). The German media index (DAXsector Media) closed at 97 points, for a decline of 2.3 percent in the second quarter (9.5 percent compared to the beginning of 2010).

bond 2006/2013, and, in particular, the combining of the TV and online activities of the Sports Segment under the umbrella brand SPORT1, that was successfully relaunched on April 11, 2010, as well as the 2010 Annual General Meeting. Furthermore, following the renewal of TEAM's mandate with UEFA, changes were undertaken in TEAM's management. Highlight Communications AG acquired 20 percent interest in TEAM Holding AG from UEFA on June 30, 2010 and therewith increased its shareholding to 100 percent. After the balance sheet date, the Constantin Medien AG share followed an upwards trend. The share price closed at 1.63 Euro on August 13, 2010. In the second quarter 2010 roundly 4.1 million Constantin Medien shares were traded on the German stock exchanges (daily average: 0.06 million units). Therefore, the trading volume was substantially lower by 36.5 percent over the prior year period. Because of the lower trading volume versus the same period last year, the stock turnover rate for shares outstanding over a twelve-month period decreased to 0.37 (Q1: 0.40). The position of the Constantin Medien share in German stock exchange rankings of all MDAX and SDAX listings stood at ranking number 92 as of June 30, 2010 in respect of trading volume over the last twelve months. The share ranked 104th for the so-called “free-float market capitalization”.

Constantin Medien Share Performance The Constantin Medien share's performance in the second quarter of 2010 was marked on the whole by a volatile lateral movement. The share price traded at 1.54 Euro on the closing date. The 52-week high stood at 2.17 Euro (December 7, 2009), with the 52-week low coming in at 1.50 Euro (June 8, 2010). Therefore, at -18.9 percent the Constantin Medien share price substantially underperformed the comparative German small cap index SDAX (-23.0 percent compared to the beginning of 2010) and the German media index DAXsector Media in the second quarter of 2010. In addition to publishing the business figures for the first quarter 2010 in the second quarter, the Company also announced the public tender offer for buying back the convertible

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Share capital and shareholder structure Constantin Medien AG's share capital did not change in the second quarter of 2010 and stood at around 85.1 million Euro as of June 30, 2010. Following the initial full consolidation of its subsidiary Highlight Communications AG,their shares in Constantin Medien AG qualify as treasury shares, so that the Company held a total of 7.7 million non-voting treasury shares (9.1 percent of share capital) via Highlight Communications AG as of June 30, 2010. After deduction of treasury shares, there were roughly 77.4 million shares outstanding as of the balance sheet date. Reportable changes in the shareholder structure of Constantin

Medien AG did not arise during the second quarter of 2010. The free-float of the Constantin Medien share accordingly stood at 57.4 percent of share capital as of June 30, 2010. SHAREHOLDER STRUCTURE AS AT JUNE 30, 2010 Subscribed capital 85.1 million shares

TREASURY SHARES1 9.1%

18.7%

5.1% 3.0%

DR ERWIN CONRADI

BERNHARD BURGENER

DR DIETER HAHN FREE FLOAT 1 2

The Constantin Medien Group's focus of investor relations activities lies in the comprehensive and timely exchange of information with all capital market participants (institutional and private investors, analysts and the financial press). Our declared aim is to attain a fair evaluation of the Constantin Medien share by means of transparent public relations. This is based on our regularly published business and interim financial reports that portray a detailed view of our Company's current performance and perspectives. Furthermore, extensive information concerning the Constantin Medien Group are provided on our website at www.constantin-medien.de.

KF 152

57.4%

6.7%

Investor Relations Activities

Predominantly held via the Highlight Communications AG Call option for further 8.0 percent of share capital until March 31, 2011

Alongside participation in events for analysts and investors, it is our objective to support the highest possible number of analysts. The Constantin Medien share is currently being actively monitored by eight research institutions. In the last twelve months, the following six different institutions published studies on Constantin Medien AG: – Close Brothers Seydler Bank – Deutsche Bank – Viscardi

– Commerzbank – DZ Bank – WestLB

XETRA CLOSING PRICES OF THE CONSTANTIN MEDIEN SHARE COMPARED TO SDAX AND DAXSECTOR MEDIA INDICES Comparative indices indexed to Constantin Medien's closing price as of December 31, 2009 Constantin Medien AG

SDAX

DAXsector Media

2.50

2.00

1.50

1.00 12/31/09

1/31/10

2/28/10

3/31/10

4/30/10

5/31/10

6/30/10

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Q2 THE COMPANY | CONSTANTIN MEDIEN AG SHARE

Additional Constantin Medien AG capital market securities The price of the 5.25% convertible bond 2006/2013 fell by 2.7 percent in the second quarter of 2010, closing at 5.50 Euro (9.8 percent compared to the beginning of 2010). On August 13, 2010, the bond traded at 5.56 Euro. Each convertible bond entitles a conversion of 1.0123 Constantin Medien AG shares. The shares of Highlight Communications AG, a company of the Constantin Medien Group, developed similarly to the Con-

stantin Medien share in the second quarter, underperforming the comparative indices. The share price closed at 3.76 Euro on June 30, 2010, down 8.7 percent in the second quarter of 2010 (-7.4 percent compared to the beginning of 2010). On August 13, 2010, the share price traded at 4.06 Euro.

Directors’ Dealings In the first half of 2010, reportable purchase and sale transactions conducted by the Management and Supervisory Board Members did not arise.

INFORMATION OF CONSTANTIN MEDIEN SECURITIES AS OF JUNE 30, 2010 ISIN/Exchange abbreviation – Ordinary share (Prime Standard Segment) – Highlight Communications AG share (Prime Standard Segment) – Convertible bond 2006/2013 (Regulated market) Indices Closing rate 6/30/2010/52-week high/52-week low – Constantin Medien AG (Xetra) – Highlight Communications AG (Xetra) – Convertible bond 2006/2013 (Frankfurt)

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DE0009147207 / EV4 CH0006539198 / HLG DE000A0GQKR4 / VGQKR SDAX, DAXsector Media 1.54 / 2.17 / 1.50 Euro 3.76 / 4.70 / 3.53 Euro 5.50 / 5.80 / 3.87 Euro

Share capital 6/30/2010 (incl. conversion shares)

85.1 million shares

Outstanding shares (6/30/2010) Convertible bond 2006/2013 – outstanding

77.4 million shares 7.5 million shares

Market capitalization (related to outstanding shares as of 6/30/2010) – Constantin Medien AG (Xetra) – Highlight Communications AG (Xetra) – Convertible bond 2006/2013

119.2 million Euro 173.3 million Euro 41.3 million Euro

INTERIM GROUP MANAGEMENT REPORT Q2

INTERIM GROUP MANAGEMENT REPORT

1 Business and General Conditions 1.1 Business activities Constantin Medien AG is an international operating media company based in Ismaning near Munich and is focused on the Sports Segment and, via its holding in the Swiss media company Highlight Communications AG, on the Segments Film as well as Sports- and Event-Marketing. The “Sports” Segment primarily covers the activities within the TV sector with the free-TV channel SPORT1 (formerly DSF Deutsches SportFernsehen) and in the online sector with the sports portal SPORT1.de (formerly Sport1). Since April 11, 2010 the sports channel as well as the sports portal have been represented under the new multimedia umbrella brand SPORT1. In the field of IPTV, subsidiary Constantin Sport Medien operates the Bundesliga live channel LIGA total! as a self-contained live program, distributed via the IPTV offering Entertain and via MobileTV from Deutsche Telekom. Furthermore, Group subsidiary PLAZAMEDIA offers comprehensive services in the field of production together with its subsidiaries. The “Film” Segment combines the activities of Constantin Film AG and their subsidiaries as well as the Highlight Communications holdings Rainbow Home Entertainment. The Constantin Film group is the major independent German producer and distributor of theatrical films, video/DVD and television films. The operations of Constantin Film AG encompass the production of films as well as the exploitation of in-house productions and acquired film rights. In exploiting film rights, all steps along the exploitation chain are utilized starting from theatrical to video/DVD platforms and up to television. In-house film productions are usually distributed worldwide, while coproductions are essentially distributed in German-speaking countries. In addition, the Constantin Film group creates fictional and non-fictional productions for TV stations. For purposes of exploiting the video rights for in-house and licensed films, Highlight Communications AG has its own distribution organization. In Switzerland and Austria, distribution is conducted by the Rainbow Home Entertainment companies. Distribution on the German market is conducted by the 100

percent holding Highlight Communications (Deutschland) GmbH in cooperation with Paramount Home Entertainment. The “Sports- and Event-Marketing” Segment includes the activities of Team Holding AG (TEAM), which markets the UEFA Champions League and the UEFA Europa League as its main projects via its subsidiaries. Additional distribution projects include the Eurovision Song Contest and the Vienna Philharmonic Orchestra. “Others” include the activities of the holding company Constantin Medien AG and the financing activities of EM.TV Finance B.V. 1.2 Group structure As parent company, Constantin Medien AG is the controlling holding company and responsible for the strategic control of the Group, as well as central functions such as Human Resources, Accounting, Legal, Corporate Finance, Corporate Communications and Investor Relations. Constantin Sport Holding GmbH functions as the controlling parent company of the subsidiaries in the Sports Segment and is owned 100 percent by Constantin Medien AG. In turn, among others, it holds 100 percent of the shares in SPORT1 GmbH (previously DSF Deutsches SportFernsehen GmbH), in SPORT1 Online GmbH (previously Sport1 GmbH), in Constantin Sport Medien GmbH, as well as in PLAZAMEDIA GmbH TV- und Film-Produktion. PLAZAMEDIA, for its part, has 100 percent shareholdings in further Group companies, amongst others in PLAZAMEDIA Austria Ges.m.b.H. and PLAZAMEDIA Swiss AG. The marketing of these companies is conducted through the 100 percent subsidiary Constantin Sport Marketing GmbH. The Highlight Communications AG is a stock corporation under Swiss law and is listed on the Frankfurt Stock Exchange since 1999. It holds among others 100 percent in Constantin Film AG, in Rainbow Home Entertainment AG, Pratteln/Switzerland and Rainbow Home Entertainment Ges.m.b.H., Vienna/Austria. Moreover, it has been holding 100 percent (previously: 80 percent) in Team Holding AG, Lucerne/Switzerland since June 30, 2010.

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Q2 INTERIM GROUP MANAGEMENT REPORT

1.3. Important events in the first half of 2010 Introduction of the new multimedia umbrella brand SPORT1 As part of the new alignment of the Sports Segment the new multimedia umbrella brand SPORT1 was introduced for the Group's TV and online activities on April 11, 2010. In connection with the launch of the new umbrella brand SPORT1, PLAZAMEDIA worked intensively on the refitting, the setting-up of the studio operations and on the broadcasting of the channel. The design and launch campaign was conceptualized and implemented by the Group's own creative agency Brandsome. Buy-back tender offer for convertible bonds 2006/2013 accepted On April 22, 2010, a buy-back tender offer was submitted to the bondholders of the 5.25% convertible bonds 2006/2013 issued by EM.TV Finance B.V., Amsterdam/Netherlands, and guaranteed by Constantin Medien AG. In the announcement the bondholders were invited to make offers to sell their convertible bonds at a purchase price of at least 5.65 Euro for each convertible bond (including accrued interest) by April 30, 2010. On May 4, 2010, Constantin Medien AG announced that a uniform purchase price of 5.65 Euro for all offers accepted for the repurchase of the convertible bonds could be achieved. The total nominal amount for the convertible bonds purchased came to 4,956,617.25 Euro. Annual General Meeting of Constantin Medien AG On June 9, 2010, the Annual General Meeting of Constantin Medien AG, which represented 41.4 percent of the voting share capital, agreed to all agenda topics with a majority of more than 96 percent each. Marketing agreement between UEFA and TEAM extended/ Purchase of 20 percent shareholding by Highlight Commu-nications AG/New management structure at TEAM Marketing On March 24, 2010, the Group announced the successful renewal of TEAM's mandate by UEFA for the marketing of commercial rights for the UEFA Champions League, the UEFA Europa League and the UEFA Super Cup. The agreement has an initial term of three years starting with the 2012/2013 season and, subject to achieving contractual performance targets, will automatically renew as of December 31, 2018 and

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December 31, 2019, respectively, and is subject to the decision of the EU Commission. At the same time, it was also announced that UEFA will sell its 20-percent shareholding in TEAM Holding AG to Highlight Communications AG by June 30, 2010. This transaction was executed on June 30, 2010. Since that date, Highlight Communications AG has been holding 100 percent of the shares in TEAM. On June 10, 2010, Highlight Communications AG informed the public about changes in the management structure of its subsidiary TEAM Marketing. As of this date, the overall responsibility for the operating management of the company will be executed by the Senior Management Group headed by Martin Wagner, Tom Liston, Patrick Murphy, Simon Thomas and David Tyler. Thomas Klooz (to-date the Joint CEO together with Martin Wagner) and Frank Leenders (to-date the Managing Director Event Operations) have resigned from the company. The board of TEAM consists of Bernhard Burgener (Chairman) and Martin Wagner (Delegate). Constantin Film once again most successful producer and distributor of German films 2009 In April 2010, Constantin Film AG secured receipt of this year's grant of the “FFA Industry Tiger” for the fifth time. In the category “Production”, Constantin Film AG scored with twelve films – most notably with “Pope Joan”, “Männersache” and “Wickie und die starken Männer” – and received reference funding of 2.0 million Euro. In the distribution category, Constantin Film Verleih GmbH secured the “FFA Industry Tiger” for the sixth time in a row: 16 films brought in a subsidy of 854,000 Euro. The subsidiary Rat Pack Filmproduktion GmbH had already received subsidies in the amount of 273,080 Euro in the first quarter of 2010. Source: FFA

Additional awards for Constantin Film group and Bernd Eichinger At the ceremony of the German Film Awards on April 23, 2010 in Berlin, Bernd Eichinger was awarded an honor. The team of the Rat Pack Filmproduktion GmbH was very pleased with the award for the “Best Children's and Youth Film” for

the film “Vorstadtkrokodile 1” – which is linked with the subsidized prize of 250,000 Euro. On April 30, 2010, “Wickie und die starken Männer” and its director Michael Bully Herbig were awarded with the “GOLDEN SPARROW” (“GOLDENER SPATZ”) from the German Children Media Foundation and in June at the Munich Film Festival, as well as the Constantin Film co-production “Hier kommt Lola”, with the Children's Media Prize 2010 “WHITE ELEPHANT” (“DER WEISSE ELEPHANT”). Constantin Film Schweiz AG acquires shares in Kontraproduktions AG According to an agreement dated May 14, 2010, Constantin Film Schweiz AG, Basel/Switzerland acquired a 79 percent shareholding in Kontraproduktion AG, Zurich/Switzerland, at a purchase price of 6 Euro. 1.4 Overall economic conditions in the first half of 2010 In the aftermath of the international financial crisis and the deep recession, the global economy in the first half of 2010 recovered faster than the experts had initially projected. Apart from the dynamic emerging economies like China or India, the International Monetary Fund (IMF) announced that especially the North American economic region overcame the sharp economic drop of the past year the best, followed by the European zone, albeit at a substantially lower level. On one hand, the global economic recovery gained momentum during the course of the first half year period, on the other hand, however, economic risks were on the rise for a downwards trend. Above all, the financial crisis of some European countries counted among this, especially in Greece. The German economy also registered a clear upwards trend during the first six-month period, but mostly in the second quarter. In its economic report for July, the Federal Association of German Banks (Bundesverband deutscher Banken, BdB) indicated a strong upswing in the forthcoming industrial production, rising capacity utilization and a surprisingly favorable development on the employment market. However, the sentiment indicators − for Germany as well − are demonstrating a slowing down of economic momentum. Sources: International Monetary Fund (IMF), World Economic Outlook, July 2010, Bundesverband deutscher Banken (BdB), Economic Report July 2010

1.5 Sector-specific conditions 1.5.1 Sports Television Based on a slight recovery of the macroeconomic environment during the first half of 2010, Nielsen Media Research is predicting a sharp rise of 15 percent in TV gross advertising spendings compared to the same period last year. In part, this is the consequence of general growth in gross advertising spendings to 4.90 billion Euro in the first half of 2010 compared to the weaker prior year's figure of gross 4.26 billion Euro as induced by the economy. The second quarter 2010 was primarily impacted by increased investments by advertisers for announcing and supporting campaigns for the Soccer World Cup in South Africa, whereby May, especially, registered considerable increase. The overall situation on the still highly-competitive German TV advertising market, however, did not change significantly. The two dominant marketers, IP Deutschland and SevenOne Media, continue to profit the most from this positive trend as a result of budget bundling and budget concentration on the part of the agencies. On the contrary, the smaller marketers have to establish themselves by means of very competitive marketing policies. Sources: Press release © Nielsen Media Research GmbH July 12, 2010, © Nielsen Media Research GmbH: First half year 2009 and First half year 2010

Online The positive development in online advertising revenues registered in March 2010, also continued into the second quarter. In May 2010, online advertising revenues were 29.1 percent higher than the May figure for 2009, and in absolute terms even surpassed the very solid figure from March 2010. The Soccer World Cup in June and July led to a sharp increase in campaigns geared towards men and sports fans also in the online area. According to Nielsen, the online gross advertising investments of 46.6 percent for June 2010 were well above the figures of June 2009. In absolute terms, June was the strongest month for online gross advertising investments in the first half year of 2010. Source: Nielsen Advertising Statistics | © Nielsen Media Research GmbH

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Q2 INTERIM GROUP MANAGEMENT REPORT

IPTV According to a study, 54 million households around the globe will be using IPTV until 2011. In European comparison, Germany in particular still has catch-up potential. Industry projections currently assume around 1.2 million IPTV subscribers in Germany. Thereof more than one million relates to Deutsche Telekom's IPTV platform Entertain. The reasons for the comparatively slower growth in Germany are, among others, the strong position of free-TV and cable network providers. As in the first quarter 2010, the ongoing rising demand for HD content, however, was a growth driver for the distribution channel IPTV. In addition, the demand for productions of content in 3-D rose over the past months. According to experts, the 3-D technology will obtain great relevance in the coming three to five years. Source: “In-Stat” Study

Production services Increased cost-awareness by consumers and companies, higher budget restrictions and the persistent reluctance to invest pulled the brakes on the 2009 economy and on growth. Despite a slight recovery of the markets, these factors also influenced the first six-month period of 2010. The production market remained affected by pressures on the media sector from general consolidation, prices and changes − especially in the pay-TV sector as well.

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action and fantasy films in 2-D occupied the center stage of the production activities of the Hollywood studios in the first half of 2010. The German production sector has demonstrated its openness towards the S3-D trend, however, the filming of contents in S3-D is still too cost-intensive in Germany; corresponding measures to be undertaken by the politicians could positively impact future production activities in the area of S3-D. TV service production Following the television market's slow stabilization to a low order level over the past months, the cost-cutting measures of major TV broadcasters are now having a delayed reaction on German production companies. According to a survey of the producers' alliance of its approximately 180 members, it was clearly confirmed that nearly half of local television producers are expecting lower revenues for the current year. Per year, about 3 billion Euro will be spent in Germany for TV productions. Around one-quarter of the order volume represents ProSiebenSat.1 and RTL. About two-thirds of the production volume is ordered by ARD and ZDF, whose budgets also recede due to stringent cost-savings efforts. Source: Press release dated July 8, 2010 about the study from the producer's alliance “Wirtschaftliche Aussichten der deutschen Produktionswirtschaft 2010”

The first six months of 2010 demonstrated rising demand in digital and less expensive special interest channels on one hand, but also in high-quality HD and 3-D productions as well as innovative media services on the other hand. Innovative expertise and experience are increasingly establishing themselves as competitive-critical factors – not least in converting to budget-relieving production methods. Innovative capability in this respect will not only gain in terms of technology, but even more in view of developing and designing formats for customers.

Theatrical distribution Compared to the strong first quarter 2010, which was primarily marked by the release of the 3-D blockbuster film “Avatar” in mid-December 2009, the months from April through June were more restrained for the German cinema operators. Up until today's date, no film released in 2010 has succeeded in reaching the three million viewer barrier. The most successful films of the second quarter 2010 were: “Sex and the City 2” with roughly 2.4 million viewers, “Robin Hood” with about 1.5 million viewers and “Prince of Persia – The Sands of Time” (also in S3-D), which attracted around 1.4 million viewers.

1.5.2 Film Theatrical production Huge 3-D productions, family-entertainment films and sequels to already successful theatrical films as well as comedies,

Therefore, just barely 56.2 million box office admissions were registered in the first half-year period, which translates to minus 11.4 percent in comparison to the 63.4 million admissions registered in the same period last year. Due to higher

admission prices and additional fees for 3-D screenings, industry sales reached nearly 417.8 million Euro; 1.1 percent above the first six-month period in 2009 (413.1 million Euro). Sources: All figures taken from “Marktstatistik Deutschland” first half year 2010, January 4 to July 4, 2010 from Rentark, report published on July 7, 2010

The market share of German productions dropped to nearly 16 percent by sales and about 19 percent by viewers in the first six months of 2010 versus more than 21 percent (sales) and nearly 23 percent (viewers) in the same period last year. The main reason for this decrease is the lack of real blockbusters, which is underscored by the fact that the most successful German film of the year was still the January-released film “Friendship!”, registering 1.5 million viewers. All in all, German productions had to book a substantial sales drop of 25 percent to 65.9 million Euro year-on-year and a minus of more than 26 percent to 10.6 million viewers. The decline in market share versus the first half of 2009 is due, among others, to disputes concerning the law on measures for the promotion of German cinema (“Filmförderungsgesetz”) and the late securing of film funds from the German Federal Film Board in 2009. Sources: All figures taken from “Marktstatistik Deutschland” first half year 2010, January 4 to July 4, 2010 from Rentark, report published on July 7, 2010

Home Entertainment The German Home Entertainment market demonstrated a similar performance like the theatrical industry: The solid first quarter 2010 was followed by a weaker second quarter. Nevertheless, the analyses from the Society for Consumer Research (Gesellschaft für Konsumforschung, GfK), is still projecting half-year growth in industry sales of 3 percent to 710 million Euro (prior year: 689 million Euro). The growth driver was again the video sell-through market, which set a new sales record with 50.8 million storage sold, thus surpassing the prior year's figure (47.0 million) by 8 percent. The sales revenues increased by roughly 5 percent to 599 million Euro (prior year: 571 million Euro). The underproportional rise in sales compared to the sales quantity resulted from a new drop in the average sales price from 12.16 Euro to 11.79 Euro.

Retail sales of 517 million Euro were generated from conventional DVDs – a minus of more than 2 percent versus the first half of 2009 (530 million Euro). By contrast, the high definition format Blu-ray has clearly gained momentum with sales revenues doubling within a year from 41 million Euro to 82 million Euro. Consequently, the sales share from Blu-ray has already increased to nearly 14 percent. In contrast, the downhill movement of the German video store rentals − which was already registered in the first three months − could not be stopped in the second quarter. This sector generated half-year sales of 111 million Euro, or roughly 6 percent less than in the previous year (118 million Euro). The main cause for this decline again is the persistent loss in customers which has been the case for a number of years. Following 5.7 million video rentals registered in the first half of 2009 that number has now dropped to 5.3 million. Consequently, the volume of rental transactions reduced from 48.7 million to 46.3 million. Source: All figures taken from “GfK Consumer Panel Video sell-through market and GfK Consumer Panel Video rental market”, June 2010

License trading/TV exploitation Although the television market is slowly regaining stability, the TV industry is still strongly marked by the intense competition between the stations for the benefit of the viewers. The biggest winners of the month of June were both of the public broadcasters with their comprehensive live coverage of the Soccer World Cup in South Africa. With a monthly total market share of 17.1 percent in the target group viewers overall, or 4.2 percentage points above the prior month's figure, ARD ranked first place, followed by ZDF with 16.7 percent, or a plus of 4.8 percentage points over the May figure. A fully different picture is shown with the cumulative figures for the first six-month period 2010: the frontrunner was the ProSiebenSat.1 group with their channels – SAT.1, ProSieben, kabel eins and N24 – reaching a total market share of 29.5 percent. The media group RTL Deutschland came in second with a total share of 28.7 percent. Sources: AGF/GfK Television Research/pc#tv aktuell/TV Scope/ all households (D+EU)/ June 27-30, 2010 preliminary weighting/ all market share information relates to viewers aged 14-49 years/ SevenOne Media

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Q2 INTERIM GROUP MANAGEMENT REPORT

1.5.3 Sports- and Event-Marketing Sports sponsoring The persistent competition in the media markets remains unchanged with fierce competition for premium sports rights. Premium rights still assert their priority and therefore the market for top-class sports rights – as for example the UEFA Champions League or the UEFA Europa League – have also largely withstood the economic fluctuations in the second quarter 2010. Music events/Music sponsoring Since both the concerts of the Vienna Philharmonic Orchestra and the Eurovision Song Contest are anchored in public broadcasting through the European Broadcasting Union (EBU), the generally difficult market conditions in the field of music are considerably less noticeable. 1.6 Controlling system and performance indicators The Management Board of Constantin Medien AG is responsible for the strategic course and the control of the Group. With respect to the Group companies of the Sports Segment, the operational responsibility underlies the particular management of each subsidiary. The controlling of the companies within this Segment is conducted through shareholders' meetings or similar bodies. Highlight Communications AG, as a stock corporation subject to Swiss law, and Constantin Film AG, as a stock corporation under German law, are autonomously managed by the Board of Directors and the Management Board, respectively. As a shareholder, Constantin Medien AG exercises control in the Highlight Communications group by means of its 47.3 percent interest.

1.7 Business performance of the Group Segments 1.7.1 Sports Segment First 3-D Ice Hockey match in Europe – live and exclusively on LIGA total! As part of a co-operation between Constantin Medien AG and Deutsche Telekom AG, the opening match of the Ice Hockey World Championship (2010 IIHF World Championship) between the host country Germany and the USA on May 7, 2010 at the Veltins-Arena in Gelsenkirchen was broadcasted live on SPORT1 (in SD) and also as a self-contained live program exclusively in 3-D and HD on LIGA total!. The editorial and production technical responsibility for handling the ice hockey event of the year was in the hands of the Group companies: SPORT1, PLAZAMEDIA und Constantin Sport Medien, as the operator of LIGA total!. Television/SPORT1 (previously DSF) Following the successful launch of the new umbrella brand SPORT1 (previously DSF until April 11, 2010), the sports channel registered a very good second-quarter market share of 0.9 percent of viewers overall (viewers aged 3+) and 1.7 percent of the advertising-relevant target group of males aged 14 to 49 (males aged 14-49). Decisive for the very good coverage in the second quarter were the proven ratings guarantors “Doppelpass – Die KrombacherRunde” and “Hattrick Live” on Monday, the SPORT1 reporting of the Ice Hockey World Championship. The second semi-final between Germany and Russia, with an average of 2.6 million

The Constantin Medien Group uses both financial and non financial key performance indicators as parameters for guiding the company’s success. For details please refer to Chapter 1.8 of the Combined Group Management and Management Report of the Annual Report 2009.

“Doppelpass – Die Krombacher Runde” – live on SPORT1

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viewers and a high of 3.9 million (market share of 16.8 percent of all viewers aged 3+ and 29.2 percent of the core target group), not only afforded SPORT1 with the peak in the first half of 2010, but with the best overall coverage since May 2007. Parallel to reporting in free-TV, SPORT1 was also responsible for the editing and realization of the opening game on the IPTV channel LIGA total!. Moreover, SPORT1 was above all successful in its Handball live coverage. With the final of the Lufthansa Final Four on SPORT1's relaunch day on April 11, the sports broadcaster reached top figures of nearly 1 million viewers (0.74 million on average). Top ratings of up to 1 million viewers aged 3+ were also gained from the live broadcasting of the races of the Motorcycle Racing World Championship MotoGP in the second quarter. Despite fierce competition from major sporting events like the Olympic Winter Games in Vancouver or the Soccer World Cup in South Africa, SPORT1 reached a market share of 0.9 percent of viewers overall in the first half of 2010 and – compared to the reporting period 2009 – the prior year's level. It also remained stable with a market share of 1.5 percent in the core target group of males aged 14 to 49 (2009: 1.6 percent). Source: AGF/GfK Television Research January 1 to June 30, 2010

Motorcycle World Championship MotoGP – live on SPORT1

Online/SPORT1.de (previously Sport1.de) Following a very good start into 2010, SPORT1.de continued with its successful performance in the second quarter as well, posting new record coverage ratings in access: Compared to

the first half of 2009, the visits were up 29 percent to 29.5 million and the page impressions (PIs) were up 54 percent to 241 million. Even after the successful first quarter of 2010, this was due to the outstanding figures for the months of April, May and June – the sports portal succeeded in attaining new monthly top coverage ratings three times in a row. The monthly average of visits stood at 31.5 million in the second quarter, or 28 percent above the 2009 comparative period's figure. Compared with the second quarter 2009, the page impressions even climbed by 67 percent, reaching 294.8 million. June 2010 afforded the online platform with the best figures since its existence, generating 33.4 million visits and a total of 334 million page impressions. According to the quarterly issues of the Internet marketing report “internet facts” published by the Online Research Group AGOF (Arbeitsgemeinschaft Online Forschung), SPORT1.de recorded 2.51 million unique users for the first quarter 2010. Due to the newly implemented changes in the survey methods in this respect, this figure is not comparable with the past issues of AGOF. Source: IVW May 2010, AGOF Q1/2010

The reasons for the successful development of the sports portal were particularly the editorial news reporting of the Ice Hockey World Championship in Germany, the exciting season final of the soccer Bundesliga, FC Bayern Munich's appearance in the Champions League final and the Soccer World Cup preparations of the German national team DFB team in April and May. June was mainly marked by the users' interests in current information and background reports of the Soccer World Cup in South Africa. Also decisive for the record coverage ratings was the widespread and optimized positioning of multimedia contents as well as interactive features on the platform, which were well received by the SPORT1.de users. IPTV/Constantin Sport Medien The first soccer Bundesliga season on LIGA total! successfully finished in the second quarter 2010. In the 2009/2010 season, LIGA total! broadcasted all 612 matches of the Bundesliga and 2nd Bundesliga live and in conference as well as

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Q2 INTERIM GROUP MANAGEMENT REPORT

in-depth highlights. In addition, the matches of the 1st Bundesliga and the corresponding conferences were transmitted completely in HD. For purposes of rounding out the comprehensive repor-ting of the match day, the new format “LIGA total! Spieltaganalyse” was launched in the second half of the 2009/2010 season, which is usually following – parallel to the free-TV transmission on SPORT1 – the 2nd Bundesliga live match on Mondays on LIGA total!.

Opening game oh the Ice Hockey World Championship – Germany vs. USA

On May 7, 2010 LIGA total! broadcasted the opening game of the Ice Hockey World Championship between Germany and the USA live and exclusively in 3-D and HD. For the first time in Germany a 3-D transmission was made accessible to the end consumer.

Furthermore, PLAZAMEDIA was consigned by Sky Deutschland with HD upgrades for the conference channels and the studio during the reporting period.

Production services/PLAZAMEDIA PLAZAMEDIA's second quarter 2010 was marked by two particular events: the 3-D technology in connection with the Ice Hockey World Championship in Germany and in-depth services for various clients related to the 2010 FIFA World Cup South Africa™.

1.7.2 Segment Film Theatrical production Constantin Film AG's number of productions, which were being filmed in the first half of 2010, dropped versus the corresponding prior year's period. This is still due to the saturated market, which led to Constantin Film AG reducing the volume of their in-house productions and licensing titles, especially in the mid-ranged budgets.

After PLAZAMEDIA had already produced the Champions League match between VfB Stuttgart and FC Barcelona in February 2010 for Sky Deutschland in 3-D, the company produced the opening match between Germany and the USA exclusively in 3-D and HD as part of the cooperation between the Constantin Medien Group and Deutsche Telekom AG in the second quarter 2010. At the same time, the sporting event was also produced in SD for SPORT1.

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During the FIFA World Cup in South Africa, PLAZAMEDIA assumed the live-streaming of all the soccer matches for Deutsche Telekom's mobile devices, in particular for applications on the iPhone, and produced a 24-hour channel for this application with World Cup highlights and news. For the payTV broadcaster Sky, PLAZAMEDIA created the studio channel, all 64 matches and the conference on the last match days of the groups. The complete production was presented in HD and fully based on files. Moreover, the live streamings of all the World Cup matches as well as the daily highlights of the studio stations and the World Cup matches were realized for the online offers at www.sky.de. For the online offer at www.sky.de, also the live-streamings of all the World Cup matches and additionally the daily highlights of the studio formats and the World Cup matches were realized. Moreover, PLAZAMEDIA produced all 64 matches for sky.de live on the Internet for the iPad. Finally, for the host broadcaster HBS at the International Broadcasting Center in Johannesburg, PLAZAMEDIA produced all World Cup contents in eleven languages, which were offered world-wide by mobile service providers on their mobile handsets.

Film shooting preparations were underway in the second quarter 2010 for, among others, the international Constantin co-production; “The Three Musketeers”, which will also be produced in S3-D. The new film adaptation of the classic novel by Alexandre Dumas has an international star-studded lineup – such as Logan Lerman, Matthew MacFadyen, Orlando Bloom, Milla Jovovich, this year's Oscar®-winner Christoph

Waltz and also Til Schweiger. This sword-fighting adventure was successfully sold in almost all countries around the world at this year's film festival in Cannes. The world premier is scheduled for the coming year. Preparations are also underway for the sequel to the successful adventure of the clever Viking boy in S3-D “Wickie – Auf großer Fahrt”. The CGI-production “Animals United” was in post production and is scheduled to hit the theatres in October 2010.

Scene from “Animals United”

for ZDF, were completed during the second quarter 2010. In the second quarter, Constantin subsidiary Constantin Entertainment GmbH produced, among others, the new scripteddocumentary “Heuser und Gebauer”, which is scheduled for broadcast in the autumn 2010 on SAT.1. Furthermore, 14 additional episodes for the reality-documentary “Model in 1 Day” (Season 3) were realized for ProSieben as well as the third season of the documentation of “Schluss mit Hotel Mama”, which will be aired in the late summer 2010 on kabel eins. In foreign European countries, Constantin Entertainment produced the fifth season of the scripted-reality show “Malanowsky & Partnerzy”", which airs on Polish television networks with an average market share of a very solid 25 percent. In addition, the third season of the cooking show “Vecera za” was in production in Croatia. Here, the very successful 23rd season of the casting show “Hrvatska Trazi Zvijezdu” (“Croatia's Next Superstar”) is still running, which generates an excellent averaged market share of more than 41 percent. Source: AGF/GfK Fernsehforschung/TV Scope

Additionally, Constantin Film Produktion GmbH and Bernd Eichinger reached an agreement with Natascha Kampusch to film the story of her kidnapping and captivity. Bernd Eichinger will produce this project for Constantin Film. In the area of third-party productions, Constantin Film has acquired considerably fewer license titles than in the first half year period of 2009, because the offers in top-rated titles – and therefore being more exploitable – on the film markets continue to be very limited. TV-Service production Constantin subsidiary Olga Film commenced work in mid-June on the 14th episode of the popular ZDF crime series “Kommissarin Lucas”. Filming for another episode as well as the TV film “Die Aufnahmeprüfung”, which is to be realized for ARD, are also currently underway. Preparations for the two-part film “Die Familie – Blut ist dicker als Wasser” (working title), which will be realized by the Constantin majority holding MOOVIE – the art of entertainment

Scene from “vincent will meer”

Theatrical distribution As a consequence of the start of the Soccer World Cup in the middle of June, Constantin Film AG released only two new films at German theatres during the second quarter. The tragiccomedy “vincent will meer” from the Constantin subsidiary Olga Film turned out to be a surprise box office hit. This adventurous journey of three young psychiatric patients, which was released mid-April, fascinated 684,089 viewers until the

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Q2 INTERIM GROUP MANAGEMENT REPORT

end of June, thus making it the most successful German film of the second quarter 2010. With 271,477 moviegoers, the children's film “Tiger Team – Der Berg der 1000 Drachen”, which arrived at theatres early in May, fell behind expectations during the reporting year. In contrast, the Doris Dörrie comedy “Die Friseuse”, which was released during the first quarter, was still attracting viewers in the following months with a total of 541,762 admissions. Also, the children's film “Hier kommt Lola” still attracted viewers in the second quarter with a total of 366,852 admissions. Based on the performances of all films released during the first half of 2010, Constantin Film generated a market share of 6.6 percent by admissions, reaching seventh place among all distributors on the German theatrical market. Source: All figures taken from “Marktstatistik Deutschland” First half Year 2010, January 4 to July 4, 2010 from Rentrak, Report published on July 7, 2010

ditions. In the free-TV segment, Constantin Film AG realized sales primarily from the licensing of TV rights for films like “Fantastic Four 2 – Rise of the Silver Surfer” and “Resident Evil: Extinction”. In addition, the TV rights for the license title “The Women – Von kleinen und grossen Affären” were licensed for pay-TV. Moreover, several Constantin titles that were broadcast in the second quarter attained very strong viewer ratings. The Constantin co-productions “Asterix und Obelix gegen Cäsar” and “Asterix bei den Olympischen Spielen”, which aired on May 24 on SAT.1's afternoon or evening programming, reached outstanding market shares with 15.9 percent and 21.6 percent, respectively, in the advertising-relevant target group of 14 to 49 year-olds. On May 28, ProSieben attained a market share of 17.2 percent in the advertising-relevant target group with the Rat Pack film production “Der Wixxer”. Source: AGF/GfK Television Research/ TV Scope

Home Entertainment The Highlight Communications group asserted itself well in the first half of 2010 with further strong new releases and a number of high-quality re-releases. In the German video sellthrough market, the market share – together with its marketing partner Paramount Home Entertainment – reached 9 percent (prior year: 9 percent). In the video store rentals market, the joint market share stood at 11 percent (prior year: 12 percent).

1.7.3 Sports- and Event-Marketing Segment The focus in the second quarter 2010 was mainly on the handling and realization of TEAM's major events: the final matches of the UEFA Europa League and the UEFA Champions League on one hand and the Eurovision Song Contest and the Summer Night Concert of the Vienna Philharmonic Orchestra on the other hand.

The absolute bestseller of the new releases for the first six months was the Michael Bully Herbig comedy “Wickie und die starken Männer”, which sold 550,000 units in German-speaking coutries by the end of June. Therefore, “Wickie” became the most successful German production of the first half-year period, assuming sixth place on the sales charts. Counting among the top titles of the second quarter 2010 were the historical-epic “Pope Joan” with 280,000 units sold and the actionloaded license title “Gesetz der Rache” with 120,000 units sold. Sources: market share taken from “GfK Consumer Panel Video sell-through market and GfK Consumer Panel Video rental market”, June 2010; sales figures from Constantin Film AG

License trading/TV exploitation The license trading segment also remained on track in the second quarter 2010 despite the ongoing difficult market con-

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UEFA Champions League final at Estadio Santiago Bernabeu in Madrid

Sports sponsoring On May 12, 2010, the UEFA Europa League final between Atletico Madrid und FC Fulham took place in Hamburg at the

sold-out HSH Nordbank Arena. 49,000 fans witnessed the 2:1 overtime win of the Spaniards. On May 22, 2010, the Champions League final between FC Internazionale Milano and FC Bayern München marked the highlight of the European club soccer season. At the sold-out Santiago Bernabeu Stadium in Madrid, Inter Milan won 2:0 against the German titleholder and DFB Cup winner, thus hoisting the most important club trophy for the third time since 1964 and 1965.

of Operations, Financial and 2 Results Net Assets Positions of the Group

Music events/Music sponsoring Following the semi-finals on May 25 and 27, 2010, the final of the 55th Eurovision Song Contest took place on May 29, 2010 with 18,000 fans at the sold-out Telenor Arena in Oslo. With 246 votes, Lena Meyer-Landrut won against her European competitors, winning with her song “Satellite” for Germany for the first time after 28 years. This largest pan-European music competition attracted 105 million TV-viewers. In Germany alone, up to 14.7 million TV-viewers followed the live broadcasting on ARD, reaching an excellent market share totaling 49.1 percent of all viewers and 61.4 percent in the advertising-relevant target group of 14 to 49 year-olds.

2.2 Overall assessment of the reporting period The Constantin Medien Group's overall business performance was in line with own expectations in the first six-months period of 2010. Despite a sales decline in the first half of 2010, earnings before interest and taxes improved by 12.2 million Euro to 3.6 million Euro in the reporting period. The business operations for the first half year period were impacted by a substantial sales and earnings increase posted by the Sports- and Event-Marketing Segment. This Segment's earnings climbed by 3.7 million Euro to 5.5 million Euro. The Sports Segment reported, despite a sales decrease, a balanced segment result due to lower cost of materials, personnel expenses and other operating expenses. The Film Segment’s earnings improved by 5.1 million Euro to 0.7 million Euro due to a rise in other operating income and lower expenses incurred from the purchase price allocation (PPA) amortization.

Source: EBU/Mediametrie

The accompanying unaudited Interim Financial Report as of June 30, 2010 has been prepared in conformity with the International Financial Reporting Standards (IFRS). For details regarding the accounting, refer to Chapter 2 of the Notes to the Consolidated Interim Financial Statements.

The effects on the operating result as caused by the acquisition-related PPA-amortization decreased by 2.7 million Euro to 9.6 million Euro. Earnings before taxes improved by 8.3 million Euro to 1.5 million Euro. The Group closed the first half year period 2010 with earnings attributable to shareholders in the amount of -3.3 million Euro (first half year 2009: -4.6 million Euro). Summer Night Concert of the Vienna Philharmonic Orchestra in the park of Schönbrunn Palace

In front of more than 100,000 fascinated fans, the Midsummer Concert of the Vienna Philharmonic Orchestra was performed at the Schlosspark Schönbrunn in Vienna on June 8, 2010. Over 40 countries broadcast this major event in the classical music sector.

2.3 Sales and earnings performance of the Group The Group generated consolidated sales of 201.9 million Euro in the first six-months 2010 (first half year 2009: 227.8 million Euro). Compared to the first half of 2009, sales dropped by 25.9 million Euro or 11.4 percent. The three operating segments developed differently: The Sports Segment reported lower sales of 14.8 percent and was impacted by the fierce competition in the TV advertising market as well as the

17

Q2 INTERIM GROUP MANAGEMENT REPORT

persistent reluctance by TV stations to invest in production services. The sales decrease registered by the Film Segment amounted to 17.8 percent and was in line with expectations. In contrast, the Sports- and Event-Marketing Segment recorded higher sales of 23.2 percent. Second-quarter Group sales stood at 95.5 million Euro – down 10.7 percent compared to 106.9 million Euro in the second quarter of 2009. The line item “Capitalized film production costs and other own work capitalized” stood at 15.5 million Euro in the first half year, or 4.2 million Euro under the first half of 2009. This largely reflects the lower production volume of in-house productions in the Film Segment when compared to the same period last year. Other operating income rose by 5.5 million Euro to 10.3 million Euro. The increase primarily related to compensation received by the Film Segment for copyright infringements. Cost of materials and licenses decreased by 15.4 million Euro to 101.6 million Euro, which was largely due to the lower production volume in the Film Segment compared to the first half year 2009. Personnel expenses dropped by 13.7 million Euro to 56.3 million Euro over the same period last year, which is partly due to the deconsolidation of companies sold in 2009, namely Creation Club (CC) GmbH, and in part it reflects the staff downsizing conducted in the second half of 2009. This mainly affected freelance staff in the TV service production sector and employees in the holding as well as in the sports companies conducted as part of the restructuring measures in the Sports Segment. Other operating expenses decreased by 5.1 million Euro to 26.5 million Euro compared with the first half of 2009. On one hand, this decrease reflects the deconsolidation of companies sold in 2009 and cost-cutting. And on the other hand, the line item for the previous year's period contained the UEFA's profit share in Team Holding AG.

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The Constantin Medien Group's earnings before interest, taxes, depreciation and amortization (EBITDA) improved by 9.6 million Euro to 43.3 million Euro for the first half year (first half year 2009: 33.7 million Euro). Amortization, depreciation and impairments stood at 39.7 million Euro in the first six months, or 2.6 million Euro less than the previous year's figure of 42.3 million Euro. The lower figure mainly resulted from the reduction in the acquisitionrelated PPA-amortization of 2.7 million Euro to 9.6 million Euro. Impairments on film assets stood at 1.0 million Euro following 0.5 million Euro in the same period last year. Group earnings before interest and taxes (EBIT) improved by 12.2 million Euro to 3.6 million Euro versus the first half of 2009; thereof, 3.9 million Euro related to the second quarter (Q2 2009: -7.9 million Euro). The Group's financial result decreased by 4.1 million Euro to -2.4 million Euro (first half year 2009: 1.7 million Euro). This drop is largely due to the lower income of 6.8 million Euro from the repurchase of convertible bonds. An opposite effect came from lower financial expenses of 1.7 million Euro, which was mostly the result of lower interest expenses as a consequence of the repurchase of convertible bonds. The prior year's financial expenses were impacted by losses incurred from the measurement of an equity swap transaction in the amount of 0.9 million Euro (reporting period: income of 42 TEUR). The financial result for the second quarter of 2010 came in at -1.8 million Euro (second quarter 2009: -1.2 million Euro). The Groups net profit for the first half year 2010 increased by 7.3 million Euro to 0.8 million Euro after -6.5 million Euro in the previous year’s period. The Group's second quarter net profit amounted to 1.7 million Euro after -7.5 million Euro in the same quarter one year earlier. Due to the profit attributable to non-controlling interests of 4.1 million Euro (first half year 2009: -1.9 million Euro) the earnings attributable to shareholders stand at -3.3 million Euro in the first half of 2010 (first half year 2009: -4.6 million Euro). This corresponds to earnings per share (basic and diluted) of -0.04 Euro (first half year 2009: -0.06 Euro per share).

2.4 Segment performance In the first six-month period of 2010, the Sports Segment achieved sales of 76.4 million Euro, a period-on-period decrease of 14.8 percent (first half year 2009: 89.7 million Euro). The sales performance reflects the ongoing fierce competition in the TV advertising market and the persistent reluctance by TV stations to invest in production services. In addition, the sales performance was impacted by the deconsolidation of companies sold in 2009, notably Creation Club (CC) GmbH. An opposite effect came from IPTV sales (Bundesliga channel LIGA total!) that had not yet been included in the prior year's period sales. Segment earnings were balanced after the first six months, which is in line with the budget for the calendar year 2010. Compared to the prior year's first half year period, the segment earnings improved by 1.6 million Euro. The Film Segment posted segment sales of 90.4 million Euro in the first half year period (first half year 2009: 110.0 million Euro), or 17.8 percent under the prior period. The drop in sales, which was within expectations, is mainly due to a lower production volume in TV service productions and to lower sales from theatrical distribution and license trading. Segment earnings in the Film Segment amounted to 0.7 million Euro after -4.4 million Euro in the first half of 2009. This amount includes PPA-related scheduled amortization of 1.1 million

Euro (first half year 2009: 4.2 million Euro). Adjusted for this effect, segment earnings totaled 1.8 million Euro (first half year 2009: -0.2 million Euro). The lower PPA-amortization amount largely relates to the service productions acquired as part of the Highlight Communications transaction that were fully written-down in 2009. The Sports- and Event-Marketing Segment recorded sales of 35.1 million Euro during the first half year of 2010. The increase of 23.2 percent compared to the first half year 2009 (28.5 million Euro) mainly relates to higher marketing revenues from the UEFA Champions League and the UEFA Europa League. The six-month segment earnings amounted to 5.5 million Euro, which was significantly above the corresponding previous year's figure (1.9 million Euro). The increase in segment earnings is partly due to the change in presentation of the UEFA's profit share in Team Holding AG. The segment earnings include scheduled PPA-amortization of 8.5 million Euro (first half year 2009: 8.1 million Euro). On an adjusted basis, the segment earnings amount to 14.0 million Euro (first half year 2009: 10.0 million Euro). The earnings of the Others division improved by 1.9 million Euro to -2.7 million Euro as a consequence of cost-cutting measures.

2.5 Net assets of the Group CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2010 in EUR ‘000 6/30/2010

12/31/2009

Change

Non-current assets Current assets Assets from discontinued operations

286,355 303,369 47

293,870 350,923 92

-7,515 -47,554 -45

Total assets

589,771

644,885

-55,114

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Q2 INTERIM GROUP MANAGEMENT REPORT

The decrease in non-current assets of 7.5 million Euro to 286.4 million Euro mostly arose from the reduction in film assets of 10.3 million Euro to 135.6 million Euro. Amortization and impairments of film assets amounted to 27.2 million Euro, or 10.3 million Euro more than the additions and changes in the scope of consolidation totaling 16.9 million Euro. The increase in goodwill of 3.9 million Euro to 43.6 million Euro was exclusively the result of foreign currency translation.

The change in current assets of -47.6 million Euro to 303.4 million Euro relates to a substantial decline in trade accounts receivable and other receivables of 62.2 million Euro to 133.1 million Euro, which is mostly due to cash receipts in the gross amount of 57.5 million Euro recorded in the first quarter of 2010 and arising from the settlements with the D&O insurers, as well as to an increase in cash and cash equivalents of 13.5 million Euro to 162.0 million Euro.

2.6 Financial position of the Group CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2010 in EUR ‘000 6/30/2010

12/31/2009

Change

Equity attributable to the shareholders Non-controlling interests Total equity Non-current liabilities Current liabilities Liabilities from discontinued operations

36,911 35,618 72,529 69,812 447,413 17

54,790 54,992 109,782 112,978 422,078 47

-17,879 -19,374 -37,253 -43,166 25,335 -30

Total equity and liabilities

589,771

644,885

-55,114

The financial position in the reporting period was primarily impacted by Highlight Communications AG's acquisition of the 20 percent shareholding in Team Holding AG. The acquisition of non-controlling interests in Team Holding AG led at the Constantin Medien AG level to a decrease in the equity attributable to the shareholders by 17.7 million Euro and to a decrease in non-controlling interests by 21.7 million Euro. In total, the equity attributable to the shareholders declined by 17.9 million Euro and the non-controlling interests decreased by 19.4 million Euro. The decrease in non-current liabilities of 43.2 million Euro to 69.8 million Euro mostly arises from the decline in non-current financial liabilities of 56.3 million Euro to 30.0 million Euro, namely from the reclassification of convertible bonds to current financial liabilities (44.3 million Euro) and from the

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additional repurchase of convertible bonds (12.3 million Euro). This was offset by an increase in non-current other liabilities of 9.5 million Euro to 9.6 million Euro, which was primarily due to the recognition of the conditional discounted purchase price share of roughly 9.4 million Euro for the acquisition of the 20 percent shareholding in Team Holding AG. The current liabilities rose by 25.3 million Euro to 447.4 million Euro. This change is mostly due to the increase in current financial liabilities of 49.5 million Euro to 264.0 million Euro. This increase largely resulted from the reclassification of convertible bonds. This was offset by a decrease in trade accounts payable and other liabilities by 20.4 million Euro to 114.0 million Euro. The Group succeeded in reducing net debt in the first half year of 2010 by 20.2 million Euro to 132.0 million Euro asof June 30, 2010 (December 31, 2009: 152.2 million Euro).

2.7 Liquidity status of the Group The Constantin Medien Group reports a positive operating cash flow from continuing operations of 75.5 million Euro for the first six months of 2010 (first half year 2009: 34.1 million Euro). The increase in the operating cash flow is largely due to the payment of contractual amounts arising from the settlement with two D&O insurers. Cash outflow for investing activities of 16.8 million Euro for the first six months of 2010 (first half year 2009: cash outflow of 18.1 million Euro) primarily related to productions of the Film Segment as was the case in the prior year's period. The Group's cash outflow for financing activities of 47.6 million Euro (first half year 2009: cash outflow of 25.0 million Euro) mainly results from the payment of 30.0 million Euro for the acquisition of the remaining 20 percent shareholding in Team Holding AG and from net repayments of financial liabilities totaling 15.3 million Euro. In total, the Group reports a positive cash flow of 11.0 million Euro in the reporting period versus a cash outflow of 9.1 million Euro in the first half of 2009.

3 Employees The Constantin Medien Group had a total of 1,345 employees as of June 30, 2010, including freelance employees (June 30, 2009: 1,544). Thereof, 669 represent the activities of the Sports Segment and Others (June 30, 2009: 862) and 676 represent the Highlight Communications group (June 30, 2009: 718). Group-wide, the number of salaried employees totaled 1,030 as of June 30, 2010 (June 30, 2009: 1,168); thereof 442 represent the activities of the Sports Segment and Others and 588 represent the activities of the Highlight Communications group. The headcount decline is mainly caused by the loss of employees following the sale of Creation Club (CC) GmbH, the

staff downsizing due to the streamlining of the Group's structures and the rationalization program announced in November 2009 as well as the reduction in freelance employees. An opposite effect came from the rise in salaried employees of the Constantin Film group.

4 Addendum Report Corporate realignment in the Sports Segment Following the integration of the TV and Online activities of the Group in terms of content as part of the implementation of the umbrella brand SPORT1, the reorganization under company law of the subsidiaries in the Sports Segment was executed in July and August 2010. This included the merger of SPORT1 Online GmbH to SPORT1 GmbH, which was recorded in the Commercial Register on July 30, 2010 as well as the renaming of AdImpulse Media GmbH to Constantin Sport Marketing GmbH, the new central marketer of the Sports Segment’s brands, which was recorded in the Commercial Register on August 10, 2010. SPORT1 presents itself at IFA This year, SPORT1 will be presenting its own trade fair booth at the International Broadcasting Convention IFA (Internationale Funkausstellung) from September 3 to 8, 2010 in Berlin. At the SPORT1 Sportsbar, the sports channel will present, among others, talkshows twice daily with prominent discussion partners from the sports and media world. Besides other programming topics and events at the booth, shows like “Bundesliga Aktuell” or “SPORT1 News” will also be produced. Sky Austria appoints PLAZAMEDIA Austria Sky Austria appointed the PLAZAMEDIA subsidiary PLAZAMEDIA Austria Ges.m.b.H., Vienna with the production of the Austrian soccer Bundesliga for the seasons 2010/2011 through 2012/2013. For every season, PLAZAMEDIA Austria will produce a total of 360 matches of the first Bundesliga and the tipp3-Bundesliga for the rights' owner and producers of the base signal Sky Austria.

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Q2 INTERIM GROUP MANAGEMENT REPORT

Full acquisition of Kontraproduktion AG On August 13, 2010 Constantin Film Schweiz AG, Basel acquired the remaining shareholding interest of 21 percent in Kontraproduktion AG, Zurich at a purchase price of 2 Euro. Changes in Constantin Medien AG's Supervisory Board With effect as of the end of the Annual General Meeting of Constantin Medien AG on June 9, 2010, the office terms of the Supervisory Board members, Dr Erwin Conradi and Mr Martin Wagner, ended in accordance with the resolution passed by the Annual General Meeting on June 27, 2010. According to a letter dated July 19, 2010, the Management Board, with the approval of the Supervisory Board, requested a judicial order from the respective registry court for Dr Conradi and attorney Dr Bernd Kuhn pursuant to § 104 (2) clause 2 AktG, because Mr Martin Wagner was no longer available for this office. On the basis of a resolution dated August 6, 2010, the registry court appointed Dr Conradi and Dr Kuhn as Supervisory Board members of the Company in conformity with the judicial order.

Material transactions with related 5 companies and related persons during the reporting period Please refer to Chapter 11 of the Notes to the Consolidated Financial Statements accompanying this Interim Financial Report.

6 Risk report 6.1 Risk management Risks are defined as the possibility of unfavorable future developments that are anticipated with a significant, although not necessarily predominant, degree of probability. Constantin Medien AG evaluates and manages risks on the basis of a risk management policy that defines the Group's risk manage-ment system. This policy applies to all Group member companies.

22

The risk profile of the Constantin Medien Group for the months coming after the first half of 2010 primarily correspond with the estimates reported in the Consolidated Financial Statements as of December 31, 2009 and the additional disclosures made in the Interim Financial Report as of March 31, 2010. A detailed presentation of the business risks and the integrated internal accounting-related control and risk management system is set forth in Chapter 7 of the Combined Group Management Report and Management Report of the Annual Report 2009. Additionally, reference is made to the risk report of the Interim Financial Report of Highlight Communications AG as of June 30, 2010. In addition thereto, the following risks are stated: 6.2 Risks in the Sports Segment For a sports broadcaster like SPORT1, the availability of attractive sports rights is of great importance. In its acquisition of such rights, SPORT1 finds itself locked in fierce competition with other free- and pay-TV stations and, increasingly, also with new content providers such as telecommunications groups and Internet services. In addition, public service broadcasters, which are equipped with substantial financial resources arising from the GEZ fees, and private general audience programs such as RTL, SAT.1 and ProSieben are strengthening their efforts to increase their profile by broadcasting more high-quality sports events. Therefore it cannot be ruled out that the broadcaster SPORT1 may find itself exposed to even more intense competition in the future, at least for providing high-quality sports rights. The German TV advertising market is marked by fierce competition from sizable price reductions by TV stations. So-called trading deals are accelerating the decline in prices. This aggressive price competition could have lasting effects on the pricing and sharing of advertising spending. The unalteredly politically discussed advertising prohibitions in the automotive and alcohol sectors as well as ongoing government regulation with respect to the State Gambling Treaty or the protection of minors could still additionally impact SPORT1's revenue model.

The sweepstake shows legislation adopted by the State Media Authorities in February 2009 includes, among other items, stricter rules for call-in formats. The emphasis here was on protecting minors, and especially on stricter transparency requirements for the sweepstake shows and corresponding formats. It cannot be ruled out that the State Media Authorities or legislators will pass additional restrictions on the call-in formats. Furthermore, there is the risk of a decline in revenues in connection with the call-in formats due to a decline in the number of callers participating in the sweepstakes. Risks could also arise from the additional regulation of airtime selling. For instance, the authorities are increasingly proceeding against the advertising of so-called “poker schools” (i.e. Internet offerings in which the game of poker can be learned without actually betting real money) and “50 cent sweepstakes” (i.e. Internet offerings in which players can participate in sweepstake games with a maximum bet of 50 cents). Thus, administrative proceedings opposing the advertising of the aforementioned offerings will still be asserted against various private media companies and against SPORT1 GmbH in two Federal German States. At the end of 2009, agreements were concluded with Germany's key cable network providers Kabel Deutschland (KDG) and Unitymedia to secure the analogue and digital distribution of SPORT1 via cable over the medium-term. Due to contractual rights of termination, however, a risk for the analogue cable coverage of SPORT1 could also arise during the duration of these contracts. There is also the risk that the agreement with another major cable network provider regarding the analogue and digital distribution via cable could be terminated as of December 31, 2010. The growing digitalization of distribution channels creates additional distribution platforms for new free-TV offerings. On the medium-term, this will lead to more competitors acquiring sports rights and entering the advertising market. Additionally, there is the risk of a market share reduction caused by a growing number of free-TV stations. In the area of production services, risks continue to exist for PLAZAMEDIA from pending contract renewals and negotiations with various key clients.

6.3 Risks in the Film Segment The risks in the Film Segment for the months coming after the first half of 2010 largely correspond with the estimates and presentations reported in the Combined Group Management and Management Report of the Annual Report 2009 of Constantin Medien AG and the Combined Management Report of the Annual Report 2009 of Highlight Communications AG. The legal disputes of Constantin Film AG with an external distributor described therein no longer exist. 6.4 Risks in the Sports- and Event-Marketing Segment In the Sports- and Event-Marketing Segment, risks could arise from the dependency of the TEAM group on the UEFA. However, this company's past successes, the company’s positioning on the market, the recent contract extension between TEAM and the UEFA as well as the strategic orientation towards the European football association are relativizing this situation. The Highlight Communications group is exposed to a higher exchange rate risk due to the fall of the Euro currency in comparison to the Swiss Franc.

7 Opportunities Report The opportunities profile of the Constantin Medien Group for the months coming after the first half of 2010 primarily correspond with the estimates reported in the Consolidated Financial Statements as of December 31, 2009 and the additional disclosures made in the Interim Financial Report as of March 31, 2010. A detailed presentation of the Group's opportunities is set forth in Chapter 8 of the Combined Group Management and Management Report of the Annual Report 2009. In addition, reference is made to the opportunities report of the Interim Financial Report of Highlight Communications AG as of June 30, 2010. In addition thereto, the following opportunities are stated: 7.1 Opportunities in the Sports Segment At the present time, the Federal States are reviewing whether the State Gambling Treaty, valid since beginning 2008, which

23

Q2 INTERIM GROUP MANAGEMENT REPORT

is providing a state monopoly on events, especially sportsbetting, and a TV and Internet advertising prohibition, particularly regarding sportsbetting, should be extended beyond December 31, 2011. In the event that private sportsbetting offers should be permitted and the advertising regulations would be liberalized starting 2012, substantial revenues could be generated from the advertising of such offers. Increasing digitalization of distribution platforms is leading to new channels and less expensive distribution possibilities both nationally and internationally. Accordingly, the opportunity arises for realizing cost-savings in connection with programming transmission. Therefore, ARD, ZDF, ProSiebenSat.1 Media AG and the media group RTL Germany have announced that to stop the cost-intensive analogue-satellite transmission of their programming channels probably as of April 30, 2012. Moreover, opportunities could open up for SPORT1 to generate additional revenues through the transmission of the SPORT1 programming signal in the HD standard. Opportunities also arise for realizing further pay-TV programs from the digitalization of distribution platforms. Corresponding negotiations are currently being held with infrastructure providers. PLAZAMEDIA is well-equipped to face the conversion and developments in innovative and promising technologies like HD or 3-D and in general towards other distribution platforms. The company develops budget-appropriate concepts for purposes of satisfying the increasing demand in digital and favorable channels on one hand, but also for high-quality 3-D and HD productions on the other hand. 7.2 Opportunities in the Film Segment Through the major international projects currently being in production, also especially the S3-D titles of Constantin Film AG, there is the opportunity – in the case of very successful releases in territories outside of Germany – of having profitsharings from significant participation in income being paid to Constantin Film AG. In the TV service production scetor, Constantin Film AG is still planning to sharply expand the foreign business – among

24

others by entering new markets – and to push ahead with the distribution towards further programming providers.

8 Outlook 8.1 Economic environment Given the faster than expected recovery of the global economy in the first two quarters of 2010, the International Monetary Fund (IMF) raised its predictions for the global economy in early July 2010, for the third time this year. It is now predicting growth of 4.6 percent instead of the previous 4.2 percent. At the same time, the IMF warned that it is the politicians' duty to stabilize trust in the functioning of the financial markets around the world so as not to damage the economic recovery. This is of particular importance for the Euro Zone, which is suffering from the high public debt of some of its countries. The IMF still expects economic growth in the Euro Zone to remain at 1.0 percent for 2010, with Germany expected to reach a plus of 1.4 percent. Therefore, the IMF is more pessimistic than most of the experts in Germany: The Federal Association of German Banks, for example, is projecting GDP growth of 2 percent for 2010. Sources: International Monetary Fund (IMF), World Economic Outlook, July 2010, Federal Association of German Banks (Bundesverband deutscher Banken, BdB), Economic Report July 2010

8.2. Sector-specific conditions 8.2.1 Sports Segment The German TV advertising market could noticeably recover in 2010 from the deep recessionary cuts suffered in the previous year. The association of private broadcasting and telemedia (Verband Privater Rundfunk und Telemedien, VPRT) is predicting a rise in net advertising revenues of roughly 4 percent to 3.52 billion Euro in TV advertising (free-TV) for the full year. In the pay-TV area, it is projecting growth of more than 5 percent in Germany in the current year. The VPRT is however noting that despite the economic recovery and the advanced stage of digitalization, the sales levels of prior years will not be reached.

Online Following the favorable first half of 2010, a further upswing is also anticipated for the online advertising market. The most important advertising clients by far will continue to be the telecommunications providers and operators of online services. The growth driver will also continue to be video ads. Sources: VPRT, Press Release dated July 22, 2010, Bundesverband Informationswirtschaft, Telekommunikation und neue Medien (BITKOM), Press Release dated July 22, 2010

In certain instances, new market players and alliances in the sports online segment are still expected. Together with the rise in online offers, the projected market growth will be allocated and ongoing high price pressure will dominate the scene. Production services The demand in the production market will continue to be marked by strong cost awareness. Therefore creating addedvalue for the customer, such as by means of exclusive technological innovations, has become even more important. At the present, positive impulse for the new customer business is above all expected from new products and production technologies. Opportunities are also seen in the consolidation and the resulting adjustments to the market. 8.2.2 Film Segment Theatrical production Based on the ever-increasing huge offers in films on the German theatrical market, the reduction in the volume of inhouse productions and license titles – especially in the mid-ranged budget and in the sector of children's and youth films – in favor of projects with event-characters is considered to be reasonable. TV service production Although a positive development was registered with regard to advertising revenues in the first half of 2010, the TV stations are still reserved in investing in service productions. TV production companies will again be forced to confront the immense cost pressure in the second half of 2010. Theatrical distribution All in all, the second half of 2010 will be marked by the major

releases from the American studios, because a whole line-up of potential US blockbusters will hit the German theatres. At present, the third sequel to the Twilight saga “Eclipse” from Summit and Walt Disney's “Toy Story 3” as well as “Inception” from Warner Brothers have already proven to be successful. Further film releases are slated for the coming months such as “Harry Potter 7” from Warner Brothers. The release of the German 3-D productions as the Constantin film titles “Resident Evil: Afterlife” or “Animals United” should provide positive stimulus in the second half of 2010. Home Entertainment It is be assumed that the German Home Entertainment market will grow over the entire calendar year 2010 in comparison with the previous year. The growth driver will remain to be the high definition Blu-ray format. A higher sales share in the sell through market is also anticipated to the year-end. 8.2.3 Sports- and Event-Marketing Segment The gap in sports marketing has widened as a consequence of the economic and financial crises. Whereas top-events with global coverage continue to be well-marketed, other events are suffering in part from substantial cost-savings efforts. Sports sponsoring had only to put up with slight losses in terms of top sporting events. According to the estimations of PricewaterhouseCoopers, sponsoring will account for the highest growth rates in sports marketing in the coming three years. Source: “Back on Track? The Outlook for the global sports market to 2013” PricewaterhouseCoopers, May 2010.

Concerning the acquisition of broadcasting rights for major sporting events, it is becoming increasingly clearer that the TV stations will have to compete more and more with internet providers like Yahoo or Google. For example, Yahoo has already acquired soccer rights to the English Premier League and will be showing highlights from all the matches of the 2010/2011 season on its homepage. When considering the financial opportunities of these major companies, it can be assumed that the pressure on free-TV and pay-TV channels will be on the rise.

25

Q2 INTERIM GROUP MANAGEMENT REPORT

8.3 Strategic priorities 8.3.1 The Constantin Medien Group The Constantin Medien Group is continuing to pursue its strategic objective of becoming a leading media group in Germanspeaking countries, covering the entire value and exploitation chains in the areas of sports as well as film and TV production, thereby earning stable, positive financial results. The Management Board expects the Group to noticeably profit from the realignment of the Sports Segment, in particular from the creation of the umbrella brand SPORT1 and the centralized marketing of the brands of the Sports Segment and third parties by Constantin Sport Marketing. The Film Segment and the Sports- and Event-Marketing Segment are principally positioned with good prospects in their markets. General cost awareness and the streamlining of structures and processes will continue to be of high priority throughout the Group. 8.3.2 Sports Segment After combining the TV and online activities under the umbrella brand SPORT1 the strategic focus in the coming months will be on expanding contextual interlinking and cooperation, more intensive use of synergies within the Group, the realization of across-the-board projects by the companies in the Sports Segment and not least the centralized marketing of the brands of Constantin Medien AG’s Sports Segment. In light of the increasing digitalization of distribution platforms – and the related new channels and transmission possibilities as well as the multimedia positioning – the distribution of SPORT1's programming in the HD standard is still being planned for 2010. Following the successful launch and establishment of the Bundesliga live channel LIGA total! in 2009, Constantin Sport Medien's focus will be placed on further development of innovative production technologies, especially with regard to the anticipated and particularly interactive functionalities of the IPTV and mobile platforms of Deutsche Telekom. The main focus of the PLAZAMEDIA group will furthermore be the emphasis on the core business as well as the intensification and expansion of the relationships with existing custo-

26

mers in Germany and elsewhere. In particular, the expansion of technological market leadership in HD and the further development of promising technological innovations like 3-D will all play major roles in the months to come. 8.3.3 Film Segment Alongside the film shooting for “Vorstadtkrokodile 3” and “The Three Musketeers”, filming will also start in the third quarter 2010 for the adventure comedy “Wickie – Auf großer Fahrt”, also to be produced in S3-D. The director for the sequel to Constantin's theatrical success from 2009 will be Christian Ditter, who has already proven his special touch for children's and youth films with “Vorstadtkrokodile” and “Vorstadtkrokodile 2”. Among others, “Habemus Papam”, a semi-documentary about Pope Benedikt XVI and the Vatican is currently in post production. The film, which will be produced by Oliver Berben is scheduled to be released by Easter 2011. On behalf of RTL, the Constantin subsidiary Constantin Television began filming of the backdoor pilot film “Mein Land” in mid-July. Also in mid-July, production started on the comedy “Zwei übern Berg”, which will be realized by Constantin Television for Degeto/Bayerischer Rundfunk. The Constantin majority holding MOOVIE – the art of entertainment is currently preparing further TV projects with “Liebesjahre” and two new episodes of the ZDF criminal series “Rosa Roth”. The shooting of these films is scheduled to begin in summer/autumn 2010. On the whole, Constantin Film AG is well-equipped for the reminder of the 2010 full year. In the field of theatrical distribution, about six new releases are currently being scheduled for the second half of 2010, so that the distribution line-up for 2010 will comprise about 13 films. Thereof, the comedy “Freche Mädchen 2” was released in early August. In late summer and fall, Constantin Film AG will commence with the very promising S3-D titles: “Step Up 3-D”, “Resident Evil: Afterlife” and the CGI production “Animals United”as encouraging events for 3-D productions.

Based on current plans, Constantin's distribution line-up for 2010 will conclude with the comedy “The Switch” starring Jennifer Aniston in the leading role and scheduled for release in mid-November 2010. In the Home Entertainment field, the Group is primarily relying on the first releases of the Constantin box office hits of the first six months of 2010. Revenues are therefore expected in the coming months from film titles like “Vorstadtkrokodile 2”, “Zeiten ändern Dich”, “Die Friseuse”, “Hier kommt Lola” or “vincent will meer”. In the area of free-TV exploitation, films such as “Why men don't listen and women can't park” and “War” will generate revenues in the second half of 2010. With respect to pay-TV, the following films, among others, will be licensed: “Effi Briest”, “Männersache”, “Milk”, “Die Perlmutterfarbe” and “Vorstadtkrokodile”.

For 2010, from a present-day perspective the Management Board is still assuming Group earnings attributable to shareholders within a range of -12 million Euro to -14 Mio. Euro and consolidated sales between 440 million Euro and 460 million Euro.

Ismaning, August 18, 2010 Constantin Medien AG Management Board Bernhard Burgener, Chairman of the Management Board Antonio Arrigoni, Chief Financial Officer

8.3.4 Sports- and Event-Marketing Segment TEAM's focus in the current financial year will lie on the comprehensive preparations for the handling and execution of TV contracts and sponsoring agreements for the new season of European club soccer. With regard to the future realization and implementation of the UEFA Champions League and the UEFA Europa League for the seasons 2012/2013 through 2014/2015, the Highlight Communications subsidiary TEAM is still conducting negotiations with the UEFA, which are presumably finalized at the end of october 2010. In the area of music events and music sponsoring, negotiations for the extension of the co-operation with the European Broadcasting Union (EBU) and the Vienna Philharmonic Orchestra are topics on the agenda. 8.3 Financial targets of the Group It is noted that actual results could significantly differ from expectations given about predicted developments if assumptions, as the background for the forward-looking statements, prove to be inapplicable.

27

Q2 CONSOLIDATED INTERIM FINANCIAL STATEMENTS

ASSETS

CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2010 in EUR ‘000 6/30/2010

12/31/2009

Non-current assets Film assets

135,553

145,834

Other intangible assets

67,123

71,590

Goodwill

43,640

39,737

Tangible assets

16,603

17,415

Investments in associated companies and joint ventures Non-current receivables Other financial assets Deferred tax assets

6,214

5,680

10,133

10,731

251

285

6,838

2,598

286,355

293,870

Current assets Inventories Trade accounts receivable and other receivables Receivables due from associated companies and joint ventures Other financial assets Tax receivables Cash and cash equivalents

Assets from discontinued operations

TOTAL ASSETS

28

3,884

3,093

133,127

195,282

4

0

755

732

3,552

3,305

162,047

148,511

303,369

350,923

47

92

589,771

644,885

EQUITY/LIABILITIES

CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2010 in EUR ‘000 6/30/2010

12/31/2009

Subscribed capital

85,131

85,131

Treasury stock

-7,729

-7,424

Capital reserve

111,325

128,989

Equity

Other reserves Accumulated loss

12,435

9,045

-160,951

-169,660

Shareholders' interests

-3,300

8,709

Equity attributable to the shareholders

36,911

54,790

Non-controlling interests

35,618

54,992

72,529

109,782

30,000

86,263

Non-current liabilities Financial liabilities Other liabilities

9,625

120

Pension provisions

4,243

3,778

Provisions Deferred tax liabilities

313

313

25,631

22,504

69,812

112,978

264,000

214,466

Current liabilities Financial liabilities Advance payments received Trade accounts payable and other liabilities Liabilities due to associated companies and joint ventures Provisions Tax provisions

Liabilities from discontinued operations

TOTAL EQUITY AND LIABILITIES

35,979

35,487

114,032

134,402

173

2,576

27,617

28,000

5,612

7,147

447,413

422,078

17

47

589,771

644,885

29

Q2 CONSOLIDATED INTERIM FINANCIAL STATEMENTS

CONSOLIDATED PROFIT AND LOSS ACCOUNT

JANUARY 1 TO JUNE 30, 2010 in EUR ‘000 1/1 to 6/30/2009 *

4/1 to 6/30/2009 *

95,502

227,757

106,909

9,252

19,733

11,387

217,406

104,754

247,490

118,296

10,261

4,506

4,760

2,520

Costs for licenses, commissions and materials

-27,749

-13,315

-33,699

-17,049

Costs for purchased services

-73,813

-31,545

-83,277

-41,670

-101,562

-44,860

-116,976

-58,719

-49,466

-25,114

-61,536

-30,998

-6,797

-3,636

-8,443

-3,961

-56,263

-28,750

-69,979

-34,959

-27,228

-11,976

-28,112

-11,522

Sales Capitalized film production costs and other own work capitalized Total output Other operating income

Cost of materials and licenses

Salaries

1/1 to 6/30/2010

4/1 to 6/30/2010

201,922 15,484

Social security and pension costs Personnel expenses

Amortization and impairment on film assets Amortization/depreciation and impairment on intangible

-12,482

-6,341

-14,196

-6,579

Amortization, depreciation and impairment

and tangible assets

-39,710

-18,317

-42,308

-18,101

Other operating expenses

-26,533

-13,425

-31,598

-16,891

3,599

3,908

-8,611

-7,854

334

275

108

15

Profit/loss from continuing operations

Profit from investments in associated companies and joint ventures

Financial income

2,011

704

7,847

1,428

-4,446

-2,539

-6,186

-2,643

-2,435

-1,835

1,661

-1,215

1,498

2,348

-6,842

-9,054

Current taxes

-2,295

-1,078

-1,855

-815

Deferred taxes

1,614

484

2,188

2,402

-681

-594

333

1,587

Profit/loss from continuing operations after taxes

817

1,754

-6,509

-7,467

Net loss from discontinued operations

-14

-11

-18

-9

-7,476

Financial expenses Financial result from continuing operations Profit/loss from continuing operations before taxes

Income taxes

Net profit/loss thereof non-controlling interests thereof shareholders' interests * The figures for the previous year have been adjusted (see Note 2 ”Accounting and valuation principles”)

30

803

1,743

-6,527

4,103

2,634

-1,949

-932

-3,300

-891

-4,578

-6,544

JANUARY 1 TO JUNE 30, 2010 1/1 to 6/30/2010

1/1 to 6/30/2009 *

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

-0.04

-0.06

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

-0.04

-0.06

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

-0.04

-0.06

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

-0.04

-0.06

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

0.00

0.00

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

0.00

0.00

Average number of outstanding shares (basic)

77,446,145

73,632,524

Average number of outstanding shares (diluted)

77,446,145

73,632,524

Earnings per share from continuing operations

Earnings per share from discontinued operations

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

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME/LOSS JANUARY 1 TO JUNE 30, 2010 in EUR ‘000 1/1 to 6/30/2010

4/1 to 6/30/2010

1/1 to 6/30/2009

4/1 to 6/30/2009

803

1,743

-6,527

-7,476

Foreign currency translation differences

3,332

2,491

-752

85

Other comprehensive income/loss, net of tax

3,332

2,491

-752

85

Total comprehensive income/loss

4,135

4,234

-7,279

-7,391

4,045

2,707

-1,919

-794

90

1,527

-5,360

-6,597

Net profit/loss

thereof non-controlling interests thereof shareholders' interests

31

Q2 CONSOLIDATED INTERIM FINANCIAL STATEMENTS

CONSOLIDATED CASH FLOW STATEMENTS

JANUARY 1 TO JUNE 30, 2010 in EUR ‘000 1/1 to 6/30/2010

Net profit/loss

Net loss from discontinued operations

803

1/1 to 6/30/2009 *

-6,527

14

18

Deferred taxes

-1,614

-2,188

Current taxes

2,295

1,855

Financial result

2,615

-2,071

Profit from investments in associated companies and joint ventures Amortization, depreciation and impairment and write-ups on intangible and tangible assets Profit/loss from disposal of non-current assets Other non-cash items

-334

-108

39,710

42,308

-8

1

1,336

851

63,329

2,059

-25,111

4,308

Increase (-)/decrease (+) in inventories, trade accounts receivable and other assets not classified to investing or financing activities Decrease (-)/increase (+) in trade accounts payable and other liabilities not classified to investing or financing activities Dividends received from associated companies and joint ventures Interest paid Interest received Income taxes paid Income taxes received

Cash flow from operating activities, continuing operations

369

133

-4,048

-6,576

311

1,031

-4,359

-3,465

185

2,429

75,493

34,058

Change in cash and cash equivalents due to acquisitions of companies/shares in companies, net Payments for intangible assets Payments for film assets

0 -1,049

-14,861

-36,784

Payments for tangible assets

-2,221

-2,126

Payments for financial assets

-3

-27

0

0

Proceeds/payments due to sale of companies/shares in companies, net Proceeds from disposal of intangible assets and film assets

153

3

Proceeds from disposal of tangible assets

31

68

Proceeds from disposal of financial assets

347

21,812

-16,840

-18,103

Cash flow for investing activities, continuing operations * The figures for the previous year have been adjusted (see Note 2 ”Accounting and valuation principles”)

32

51 -337

JANUARY 1 TO JUNE 30, 2010 in EUR ‘000 1/1 to 6/30/2010

Proceeds from capital increase and from issuance of equity instruments Payments for purchase of treasury stock Proceeds from sale of treasury stock Payments for purchase of non-controlling interests Proceeds from sale of non-controlling interests

1/1 to 6/30/2009 *

0

14,334

-601

-2,855

0

1,724

-30,375

-3,341

0

834

Repayment and buy-back of non-current financial liabilities

-12,543

-9,011

Repayment of current financial liabilities

-19,941

-23,838

Proceeds from receipt of non-current financial liabilities

0

0

Proceeds from receipt of current financial liabilities

17,229

1,000

Dividend payments

-1,394

-3,845

-47,625

-24,998

-44

-54

10,984

-9,097

148,511

165,947

Cash flow for financing activities, continuing operations

Cash flow for discontinued operations

Cash flow from/for the reporting period

Cash and cash equivalents at the beginning of the reporting period Change in cash and cash equivalents due to exchange rate movements Cash and cash equivalents at the end of the reporting period

Change in cash and cash equivalents

2,552

-598

162,047

156,252

10,984

-9,097

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

33

Q2 CONSOLIDATED INTERIM FINANCIAL STATEMENTS

CHANGES IN CONSOLIDATED EQUITY

JANUARY 1 TO JUNE 30, 2010 in EUR ‘000

Balance 1/1/2010

Subscribed capital

Treasury stock

Capital reserve

Other reserves

85,131

-7,424

128,989

9,045

0

0

0

3,390

0

0

0

3,390

-305

14

Foreign currency translation differences Other comprehensive income/loss

3,390

Net profit/loss Total comprehensive income/loss Reclassification of prior year's net result Capital increase Change in treasury stock Dividend payments Other changes

-17,678

Balance 6/30/2010

85,131

-7,729

111,325

12,435

Balance 1/1/2009

77,939

-5,956

158,020

9,737

77,939

-5,956

122,958

0

0

0

-782

0

0

0

-782

Retrospective change in accounting principle for transactions with non-controlling interests according to IAS 8 Adjusted balance 1/1/2009

-35,062

Foreign currency translation differences Other comprehensive income/loss

9,737 -782

Net profit/loss Total comprehensive income/loss Reclassification of prior year's net result Capital increase

7,192

Change in treasury stock

7,142 -539

-8

-1,110

-850

-6,495

128,982

8,105

Dividend payments Other changes Balance 6/30/2009

34

85,131

Accumulated loss

Shareholders’ interests

Equity attributable to the shareholders

Noncontrolling interests

Total

-169,660

8,709

54,790

54,992

109,782

3,390

-58

3,332

0

3,390

-58

3,332

-3,300

-3,300

4,103

803

0

-3,300

90

4,045

4,135

8,709

-8,709

0

0

0

0 -291

0 -310

-601

0

-1,394

-1,394

-17,678

-21,715

-39,393

-160,951

-3,300

36,911

35,618

72,529

-37,178

-131,344

71,218

71,215

142,433

-160

-552

-35,774

-597

-36,371

-37,338

-131,896

35,444

70,618

106,062

-782

30

-752

0

0

-782

30

-752

-4,578

-4,578

-1,949

-6,527

0

-4,578

-5,360

-1,919

-7,279

-131,896

131,896

0

0

14,334

14,334

-2 -169,236

-4,578

-547

-584

-1,131

0

-3,845

-3,845

-1,962

391

-1,571

41,909

64,661

106,570

35

Q2 CONSOLIDATED INTERIM FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1. General information about the Group The Group parent company, Constantin Medien AG, has its registered office in Münchener Straße 101g, Ismaning, Germany. Constantin Medien AG's Management Board authorized publishing of the accompanying unaudited, condensed consolidated interim financial statements at its meeting on August 18, 2010. 2. Accounting and valuation principles The accompanying unaudited, condensed consolidated interim financial statements for the period from January 1, 2010 to June 30, 2010 have been prepared according to IAS 34 (Interim Financial Reporting) and in conformity with International Financial Reporting Standards (IFRS) and the Interpretations of the International Financial Reporting Interpretations Committee (SIC/IFRIC), which are endorsed by the European Union (EU). The condensed, consolidated interim financial statements do not include all explanations and disclosures prescribed under IFRS and should be read in conjunction with the consolidated financial statements of the Company as of December 31, 2009. The accounting and valuation principles used in the consolidated financial statements as of December 31, 2009 remained consistent with those applied in the accompanying condensed, consolidated interim financial statements except for the first time adoption of amended or revised IFRS Standards explained below. As a consequence of the changes in accounting and valuation principles made in the 2009 financial year (see the Annual Report 2009, Notes to the Consolidated Financial Statements, Note 2.1) the corresponding positions of the profit and loss account and the cash flow statements have been adjusted in the comparative period. The consolidated interim financial statements are presented in Euros, which represent the functional and reporting currency of the Group parent company. In general, the amounts are stated in thousands of Euros (TEUR or ‘000), except where otherwise indicated. The preparation of the consolidated interim financial statements in conformity with IFRS requires management to use

36

estimates and assumptions that affect the classification and measurement of reported income, expenses, assets, liabilities and contingent liabilities as of the balance sheet date. These estimates and assumptions represent management's best estimate based on historical experience and other factors, including estimates about future events. The estimates and assumptions are continually reviewed. Changes in accounting estimates are necessary if changes occur in the circumstances on which the estimate was based or as a result of new information or additional findings. Such changes are recognized in the period of the change. For additional information, refer to Note 9, Accounting Estimates and Assumptions in the Notes to the Consolidated Financial Statements in the Annual Report 2009. 3. Changes in accounting principles The Group applies IFRS 3, Business Combinations (revised) and IAS 27, Consolidated and Separate Financial Statements (revised) for the first time since the beginning of the 2010 financial year. The revised IFRS 3 largely results in changes to the accounting of the residual value of goodwill (option to use the "full goodwill model“ or the former "partial goodwill model“), the presentation of step acquisitions (revaluation of past acquisitions to profit or loss), the determination of acquisition costs (directly attributable incidental costs of acquisition are normally expensed immediately) and changes in individual aspects of recognition and measurement of identifiable assets and liabilities. The new IFRS 3 has been applied for the first time to the 79 percent shareholding in Kontraproduktion AG, Zurich, Switzerland acquired by Constantin Film Schweiz AG, Basel, Switzerland in May 2010. The impact from this transaction on the accompanying consolidated interim financial statements is presented in Note 4 to these Notes. The revised IAS 27 mainly results in changes to transactions with non-controlling interests and losses for non-controllinginterests in the consolidated financial statements. In addition, retained interests under transitional consolidations are generally recognized at fair value to profit or loss. An increase or decrease in the investment interest held in a subsidiary shall be presented directly in equity in the future, provided

that the parent company continues to have control. The acquisition of the remaining 20 percent shareholding in Team Holding AG, Lucerne, Switzerland by Highlight Communications AG has been presented directly as an equity transaction in conformity with IAS 27. The impact from this transaction on the accompanying consolidated interim financial statements is presented in Notes 4 and 7 to these Notes. The mandatory adoption of the following amended Standards and Interpretations did not materially impact on the accompanying consolidated interim financial statements for the 2010 financial year: – IFRS 2, Share-based Payment: Group Cash-settled Sharebased Payment Transactions (amendment) – IAS 39, Financial Instruments: Recognition and Measurement – Eligible Hedged Items (amendment) – Amendments to IFRSs 2009/ Improvement Project 2009 * – IFRIC 17, Distributions of Non-cash Assets to Owners – IFRIC 18, Transfers of Assets from Customers * The following individual Standards and Interpretations have been im pacted by this: IFRS 2, IFRS 5, IFRS 8, IAS 1, IAS 7, IAS 17, IAS 18, IAS 36, IAS 39, IFRIC 9, IFRIC 16

The Constantin Medien Group voluntarily waived the earlier adoption of the new or revised Standards and Interpretations, whose application is not yet mandatory for the 2010 financial year. For additional information, refer to Note 2.3, Notes to the Consolidated Financial Statements in the Annual Report 2009. In addition to the revised Standards and Interpretations stated in the Annual Report, the IASB issued the third volume of minor amendments made to the IFRSs on May 6, 2010, the so-called "Improvements to IFRSs**". The Group is currently evaluating the impact that the application of these Standards and Interpretations may have on the consolidated financial statements. ** The following individual Standards and Interpretations have been impacted by this: IFRS 1, IFRS 3, IFRS 7, IAS 1, IAS 27, IAS 34, IFRIC 13

4. Changes in the consolidated Group On May 14, 2010, Constantin Film Schweiz AG, Basel, acquired 79 percent of the shares in Kontraproduktion AG,

Zurich, at a purchase price of EUR 6. The operating business of Kontraproduktion AG largely comprises the production of theatrical and television films. In conformity with IFRS 3.45 initial consolidation is preliminary, because in respect of the purchase price allocation additional information could arise as part of the fair value measurement. The transaction mainly consisted of the acquisition of film assets (EUR 3.8 million), cash and cash equivalents (EUR 0.1 million), advance payments received (EUR 1.9 million), trade accounts payable (EUR 1.8 million) and other liabilities (EUR 0.2 million). A difference amount did not arise from the business combination. The earnings from Kontraproduktion AG, which have been taken into account in the consolidated financial statements since May 14, 2010, are not material. On June 30, 2010, Highlight Communications AG acquired a 20 percent shareholding in Team Holding AG from UEFA. Therefore, Highlight Communications AG holds 100 percent of the capital of Team Holding AG starting on this date. The purchase price amounts to EUR 30.0 million plus a profit-related purchase price payment of EUR 10.0 million, which was discounted to a value of approximately EUR 9.4 million as of the balance sheet date. The profit-related purchase price payment is due on January 16, 2013 upon reaching a performance target set between the completion of the transaction and January 15, 2013. If this performance target is reached, the agency agreement between the Team group and the UEFA will be extended automatically until December 31, 2018 or December 31, 2019, respectively, subject to the decision of the EU Commission. 5. Financial risk management The Group is exposed to various financial risks arising from operating business activities and financing activities. Financial risks of relevance to the Group arise from changes in foreign exchange rates, market risks for financial assets, changes in interest rates, liquidity as well as creditworthiness and the payment ability of the Group's business partners. For additional information, refer to Note 7, Disclosures Regarding Financial Risk Management, Notes to the Consolidated Financial Statements in the Annual Report 2009.

37

Q2 CONSOLIDATED INTERIM FINANCIAL STATEMENTS

6. Discontinued operations The assets and liabilities as well as the net results of Life On Stage GmbH i.L. continue to be reported as discontinued operations in accordance with IFRS 5.13. The same applies to the presentation in the cash flow statement.

decrease in non-current financial liabilities of EUR 56.3 million mainly relates to the repurchase of convertible bonds in the amount of EUR 12.3 million and the reclassification of convertible bonds in the amount of EUR 44.3 million to current financial liabilities.

7. Explanatory notes to selected line items in the balance sheet and profit and loss account The balance sheet total at June 30, 2010 amounts to EUR 589.8 million compared to EUR 644.9 million as of December 31, 2009. The decrease in the balance sheet total primarily relates to the reduction of film assets of EUR 10.3 million and the decline in the trade accounts receivable and other receivables position of EUR 62.2 million. This was partly offset by an increase in cash and cash equivalents of EUR 13.5 million to EUR 162.0 million. On the liabilities side, equity decreased by EUR 37.3 million, non-current liabilities decreased by EUR 43.2 million and current liabilities increased by EUR 25.3 million.

The increase in non-current other liabilities of EUR 9.5 million to EUR 9.6 million is primarily based on the recognition of the discounted, contingent purchase price payment in connection with the acquisition of shares in Team Holding AG.

The reduction of film assets by EUR 10.3 million to EUR 135.6 million mostly arises from higher scheduled amortization of film assets in comparison to the investments and the increase due to changes in the scope of consolidation. The decrease in trade accounts receivable and other assets of EUR 62.2 million to EUR 133.1 million primarily relates to the payment of settlement receivables by the D&O insurers ACE and CHUBB in the gross amount of EUR 57.5 million. Equity receded by EUR 37.3 million to EUR 72.5 million. This decrease mainly results from the presentation of the acquisition of the remaining 20 percent interest in Team Holding AG recognized directly to equity. As a consequence of this transaction, equity attributable to the shareholders declined by EUR 17.7 million and non-controlling interests decreased by EUR 21.7 million. In total, equity attributable to the shareholders declined by EUR 17.9 million and noncontrolling interests decreased by EUR 19.4 million. Non-current financial liabilities total EUR 30.0 million as of the balance sheet date (prior year: EUR 86.3 million). The

38

The increase in current liabilities of EUR 25.3 million to EUR 447.4 million results from an increase in current financial liabilities of EUR 49.5 million, which is mainly due to the aforementioned reclassification of the convertible bonds. As of June 30, 2010, the Company itself held a total of 7,436,557 convertible bonds (prior year: 5,000,000), whereas 7,528,902 were still outstanding (prior year: 9,965,483). In addition, 24 convertible bonds were converted to Constantin Medien AG shares in the first half of 2010 (prior year: 0). An opposite effect was incurred from the reduction of trade accounts payable and other liabilities of EUR 20.4 million to EUR 114.0 million, which, among others, relates to the payment of EUR 9.2 million due to contractual obligations in connection with the settlements from the D&O insurers. First half-year sales stood at EUR 201.9 million compared to EUR 227.8 million in the first half of 2009. The decrease of EUR 25.9 million relates to lower sales posted by the Sports Segment of EUR -13.3 million and by the Film Segment of EUR -19.6 million, whereas the Sports- and Event-Marketing Segment succeeded in increasing sales by EUR 6.6 million. The period-on-period increase in other operating income by EUR 5.5 million to EUR 10.3 million largely relates to compensation posted by the Constantin Film group in the amount of EUR 4.6 million for copyright infringements (prior year: EUR 0.7 million). Personnel expenses decreased by EUR 13.7 million to EUR 56.3 million compared with the same period last year. This relates on one hand to the reduction in the number of

employees in connection with the deconsolidation of companies during the second half of 2009 and, on the other hand, to the staff downsizing, particularly in the Sports Segment and the holding company, as well as to lower personnel expenses in the Film segment. Amortization, depreciation and impairments of film assets as well as of intangible and tangible assets amounted to EUR 39.7 million in the first half year 2010 (prior year: EUR 42.3 million). Of this, EUR 38.7 million (prior year: EUR 41.8 million) relates to scheduled amortization and depreciation and EUR 1.0 million (prior year: EUR 0.5 million) relates to impairments, mostly for film assets. Scheduled amortization includes EUR 9.6 million (prior year: EUR 12.3 million) for the amortization of assets arising from the purchase price allocation (PPA). The decrease in PPA-amortization mainly relates to the absence of the PPA-amortization for the order backlog of a Constantin subsidiary (prior year: EUR 2.1 million), because the order backlog was completely written-down in the 2009 financial year. Financial income decreased by EUR 5.8 million to EUR 2.0 million, which was largely due to lower amounts of income recognized from the repurchase of convertible bonds. In the first half of 2010, financial income of EUR 0.1 million (prior year: EUR 6.9 million) was realized from the repurchase of 2,436,557 convertible bonds (prior year: 2,900,000). Financial expenses declined by EUR 1.7 million to EUR 4.4 million. The comparative period contains losses in connection with an equity swap transaction in the amount of EUR 0.9 million, whereas the reporting period includes an income amount of TEUR 42, which is recognized under financial income.

shares in the first half of 2010 in connection with the conversion of 24 convertible bonds. The Company has no rights to treasury stock. Potential shares do not include any shares from employee options or from the 5.25% convertible bond 2006/2013, because either the exercise price was above the underlying average share price or the potential shares have no diluting effects. 9. Segment reporting The segment information below is based on the so-called management approach. The Company's Management Board, as the chief operating decision maker, makes decisions about the allocation of resources to the segments and still assesses their success on the basis of key indicators for sales and segment result. Based on the internal management reporting system and the underlying organizational structure of internal reporting, the Group is still classified into the three operative segments Sports, Film and Sports and Event-Marketing. Additionally, Others contain the administrative functions of the holding company, Constantin Medien AG, and the activities of EM.TV Finance B.V. The segment result is defined as earnings before earnings from investments in associated companies and joint ventures, before financial result, before taxes and before earnings from discontinued operations. Sales and services transacted between business segments are generally rendered at prices that would have been agreed with third parties.

8. Explanatory notes to equity and earnings per share As of June 30, 2010, the balance of directly and indirectly held non-voting treasury shares amounted to 7,729,378 Constantin Medien shares taking into account shares held by Highlight Communications AG. During the first half year 2010, Highlight Communications AG acquired 305,000 additional Constantin Medien AG shares over the stock exchange. In addition, Constantin Medien AG used 24 treasury

39

Q2 CONSOLIDATED INTERIM FINANCIAL STATEMENTS

SEGMENT INFORMATION

SEGMENT INFORMATION JANUARY 1 TO JUNE 30, 2010 in EUR ‘000

External sales Intercompany sales Total sales Other segment income Segment expenses thereof scheduled amortization and depreciation thereof impairments Segment result from continuing operations

Sports

Film

Sports- and EventMarketing

76,410

90,358

35,154

5

0

0

76,415

90,358

35,154

Reconciliation

Group

0

0

201,922

0

-5

0

0

-5

201,922

Others

2,704

22,132

31

2,619

-1,741

25,745

-79,046

-111,816

-29,658

-5,294

1,746

-224,068

-2,796

-26,901

-8,974

-79

0

-38,750

-1

-959

0

0

0

-960

73

674

5,527

-2,675

0

3,599

Non-allocated items Profit from investments in associated companies and joint ventures

334

Financial income

2,011

Financial expenses

-4,446

Profit from continuing operations before taxes

1,498

SEGMENT INFORMATION JANUARY 1 TO JUNE 30, 2009 in EUR ‘000* External sales Intercompany sales Total sales Other segment income Segment expenses thereof scheduled amortization and depreciation thereof impairments Segment result from continuing operations

89,322

109,964

28,471

0

0

368

0

0

0

-368

227,757 0

89,690

109,964

28,471

0

-368

227,757

2,790

20,809

38

2,767

-1,911

24,493

-94,003

-135,159

-26,658

-7,320

2,279

-260,861

-2,732

-30,462

-8,497

-89

0

-41,780

-2

-526

0

0

0

-528

-1,523

-4,386

1,851

-4,553

0

-8,611

Non-allocated items Profit from investments in associated companies and joint ventures Financial income Financial expenses

-6,186

Loss from continuing operations before taxes

-6,842

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

40

108 7,847

10. Financial commitments, contingent liabilities and other financial commitments Compared to the consolidated financial statements as of December 31, 2009 the other financial commitments decreased by EUR 15.2 million to EUR 130.5 million as of June 30, 2010. 11. Relationships with related companies and persons The Company maintains relations as part of normal business activities with associated companies and joint ventures as well as companies that are controlled by Supervisory Board Members. No business relations were carried out between Constantin Medien AG and associated companies as well as joint ventures during the reporting period. Sales and other income totaling TEUR 398 (prior year: TEUR 458) realized in the reporting period by the Highlight Communications group from PolyScreen Produktionsgesellschaft für Film und Fernsehen mbH was largely incurred from the service production "Dahoam is Dahoam". No expenses were incurred with PolyScreen Produktionsgesellschaft für Film und Fernsehen mbH in the reporting period (prior year: TEUR 4). As of June 30, 2010, the receivables amounted to TEUR 4 (prior year: TEUR 0) and trade accounts payable amounted to TEUR 173 (prior year: TEUR 2,576). A consultancy agreement exists between the Constantin Film group and Fred Kogel GmbH covering license trading, TV/service productions and film distribution. Expenses amounting to TEUR 151 are incurred in the first half of 2010 (prior year: TEUR 0). The liabilities as of June 30, 2010, stand at TEUR 13.

306). Liabilities total TEUR 56 as of June 30, 2010 (prior year: TEUR 25). 12. Subsequent events after the balance sheet date On August 13, 2010 Constantin Film Schweiz AG, Basel, acquired the remaining shareholding interest of 21 percent in Kontraproduktion AG, Zurich, at a purchase price of EUR 2. It is planned to recapitalize the company with about EUR 0,2 million. 13. Responsibility statement “We assure that, to the best of our knowledge and based on the accounting standards to be applied for interim financial reporting, the Consolidated Interim Financial Statements provides a true and fair view of the net worth, financial position and financial performance of the Group and that the Interim Group Management Report presents business progress including the business results and the position of the Group in such a way that it provides a true and fair view, as well as describing the material opportunities and risks of the Group’s anticipated development in the remainder of the financial year.” Ismaning, August 18, 2010 Constantin Medien AG Management Board Bernhard Burgener, Chairman of the Management Board Antonio Arrigoni, Chief Financial Officer

Related persons comprise of the Management and Supervisory Boards and their relatives. Consultancy agreements exist between Constantin Medien AG as well as Highlight Communications AG and Mr. Werner E. Klatten. Expenses incurred from the agreements amount to TEUR 305 in the first half of 2010 (prior year: TEUR

41

Q2 THE COMPANY | IMPRINT | FINANCE CALENDAR 2010

FINANCE CALENDAR 2010

May 26, 2010 Report for the first quarter of 2010

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

August 19, 2010 Interim Financial Report 2010

November 2010 Report for the third quarter of 2010

Imprint Published by Constantin Medien AG Münchener Straße 101g, 85737 Ismaning, Germany Phone +49 (0) 89 99 500-0, Fax +49 (0) 89 99 500-111 E-Mail [email protected] www.constantin-medien.de HRB 148 760, Munich District Court Edited by Constantin Medien AG Kommunikation/Investor Relations Frank Elsner Kommunikation für Unternehmen GmbH, Westerkappeln

42

Designed by Brandsome GmbH Picture credits Picture library: Sport1 GmbH (Page 12, 13) Constantin Medien AG (Page 14) Constantin Film AG (Page 15) T.E.A.M. Marketing AG (Page 15, 16) All photographic material published in this report are protected by copyright, and may only be reproduced with the written permission of the originator.

CONSTANTIN MEDIEN AG Münchener Straße 101g 85737 Ismaning, Germany Phone +49 (0) 89 99 500 - 0 Fax +49 (0) 89 99 500 - 111 HRB 148 760, Munich District Court [email protected] www.constantin-medien.de