Germany

Individual cross-media concepts

France

Revamping M6’s website

United Kingdom

A new season of Britain’s Got Talent

Croatia

Countdown to the motto shows

Value for the shareholders

Germany

Individual cross-media concepts

United Kingdom

A new season of Britain’s Got Talent

Chairman Siegfried Luther about RTL Group’s dividend, business development and the work of the Board of Directors

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16 April 2009

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COVER:Siegfried Luther, Chairman of the Board of Directors

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Luxembourg - 9 April 2009

Each year in April, the RTL Group AnnualGeneral Meeting (AGM) takes place at theCorporate Center in Luxembourg – to approvethe accounts for the preceding fiscal year, todecide about the dividend payout, to dischargethe directors and the auditors and to renewmandates. This year’s AGM approved a totaldividend payout of EUR 541 million for the fis-cal year 2008.

Six members of the Board of Directors atten-ded the AGM in person. Siegfried Luther,Chairman of the Board of Directors, and RTLGroup CEO Gerhard Zeiler were joined by theBertelsmann CFO Thomas Rabe and the inde-pendent directors Onno Ruding, JacquesSanter and Martin Taylor.

In an interview with Backstage, ChairmanSiegfried Luther talks about the Group’s deve-lopment in recent years, explains how the divi-dend proposal to the AGM is calculated anddescribes the co-operation of the Board andthe executive management.

You’ve served as Chairman of the Board ofDirectors since December 2004. Lookingback over the last four years, how would youassess the development of RTL Group?Without a doubt the last four years have been

an excellent time for RTL Group. A look at thekey financial figures for 2005 to 2008 showshow positive the company’s development hasbeen: its revenues, operating profit and returnon sales have grown each year. In other words,the company’s core business operations havemade a great deal of progress.

Moreover, RTL Group has consistently andsuccessfully followed its strategy by signifi-cantly expanding its family of channels inGermany, France, the Netherlands andBelgium. In Germany, the Vox channel hasgrown into a new order of magnitude, in termsof both audience share and contribution tooperating profit. In France, Groupe M6 is wellon its way to a similar success story with W9.In the Netherlands, a fourth channel was laun-ched with RTL 8. In Belgium, the relaunch ofPlug RTL has been a great success. At thesame time, the large family channels like RTLTelevision, M6, RTL 4 and RTL-TVI have conti-nued to achieve big audiences. RTL Groupcontinued its geographic expansion with RenTV in Russia and the Alpha Media Group inGreece – always with circumspection and asense of proportion.

The Group has also made great strides in reve-nues not related to advertising. In addition to

“Our first priorityremains to create valuefor all our shareholders”On the occasion of this year’s Annual GeneralMeeting, Backstage talked with SiegfriedLuther, Chairman of the Board of Directors.

Siegried Luther, Chairman of the Board of Directors

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new activities such as mobile TV, catch-up TVservices, video games and social networks,FremantleMedia in particular has developedinto a strong second mainstay for RTL Group.

Some economic changes were already seenin 2008. How did RTL Group cope?In the face of a tougher economic climate, RTLGroup generated sound results throughout2008. The operating profit increased aboveEUR 900 million for the first time, despite mixedadvertising conditions across Europe, and theGroup again showed substantial cash genera-tion. Mediengruppe RTL Deutschland andFremantleMedia contributed strongly to thissound performance. All in all, the Group hasmade good progress in its declared strategy.

Of course the world financial crisis and a weakeconomic outlook have affected all stock mar-kets. Despite this fact, RTL Group enters 2009in a very solid position. We have no debt. Wehave a balanced portfolio, with broadcastingactivities in 11 European countries as well as aworldwide production arm, which makes usless dependent on advertising. This broad andsecure set-up, combined with our strongcontent and brands, is the foundation of RTLGroup’s reliable business model.

Once again this year, the total dividend iscomposed of an ordinary and an extraordi-nary dividend. How is the dividend calcula-ted?RTL Group’s dividend policy is to distribute anordinary dividend of between 35 and 50 percent of the ordinary earnings. This explains theordinary dividend of EUR 1.40 per share.

However, with regard to the total dividend pershare, the management and the Board alwaystakes into account several factors to prepare itsdividend proposal to the Shareholders Meeting:the cash flow of the Group, its net cash positionand debt situation, upcoming investment pro-jects or possible acquisitions and the economicenvironment.

Based on the 2008 results and the significantnet cash position of RTL Group, we proposed atotal dividend of EUR 3.50 per share, includinga special dividend of EUR 2.10 per share.

As the General Meeting of Shareholders accep-ted this proposal, RTL Group will distribute atotal dividend of EUR 541 million for financialyear 2008.

Would it not make sense, in the context ofthe difficult economic environment, to keepthe cash reserve in the company, instead ofpaying it out?As a public company, our first priority remainsto create value for all our shareholders.

We are very proud that we are able to pay ourshareholders a significant dividend of morethan EUR 500 million – and still, we’ll continueto have a significant positive net cash position.At the moment, there is no major acquisitiontarget on the radar screen that would justify sit-ting on a net cash position of almost EUR 900million.

So with significant cash balances on the balan-ce sheet, the Board has decided that a specialdividend is the best way to create value for allshareholders. Over the last three years, RTLGroup has returned EUR 1.8 billion to its share-holders without effecting its business develop-ment.

How well are the Board and the manage-ment working together?The cooperation between the Board ofDirectors and the Executive Committee is verypositive. As Chairman of the Board my contactwith the Group’s CEO Gerhard Zeiler and CFOElmar Heggen is not limited to regular Boardmeetings. We speak regularly by phone, ormeet to discuss important strategic matters orpersonnel issues.

The division of responsibilities between theBoard and management is clearly regulated byRTL Group’s Corporate Governance: the res-ponsibility for day-to-day management of theGroup is delegated to the CEO, but the Board,

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RTL Group CEO Gerhard Zeiler at the Annual General Meeting

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which meets at least four times a year, has aformal schedule of matters reserved to it inclu-ding approval of the annual overall Group bud-get, significant acquisitions and disposals, andthe Group’s financial statements. In addition,the Board of Directors has to review, if reques-ted with the assistance of an expert, that anytransaction between RTL Group and any of itsshareholders is at ‘arm’s-length’ terms.

The board has reviewed and evaluated its per-formance in 2008 by sending out a question-naire to the Board and Committees members.Results of this evaluation show that, if as usualthere is always place for small improvement,the Board members are unanimously satisfiedwith the way the Board and its Committees aremanaged and composed.

On this basis, we have a close, mutually trust-ful working relationship.

What is the role of the IndependentDirectors?Three of the non-executive directors – OnnoRuding, Jacques Santer and Martin Taylor – areindependent of management and other inte-rests that might interfere with their independentjudgement.

They play an important role in the work of theBoard of Directors, based on their expertiseand their contacts in the financial and corpora-te world. Mr. Ruding is chairing the AuditCommittee and Mr Taylor is charing theNomination and Compensation Committee.

RTL Group has been managed accordingto this structure of corporate governance fornearly ten years now. RTL Group was listed on

the London Stock Exchange in the summer of2000 following the merger of CLT-UFA andPearson TV. At that time, the Board was alsoinstalled – and from the beginning, alongsiderepresentatives of the major shareholders,there were also Independent Directors. Two ofthem, Onno Ruding and Martin Taylor, areBoard members since the beginning. Theyhave all contributed a huge amount towardsRTL Group’s successful development, conti-nually introducing new ways of thinking andideas to the work of the Board and itsCommittees.

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RTL Group Annual General Meeting 2009

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Moving stories, strongratings and financialsWith the Annual General Meeting, RTL Grouppublished its Annual Report 2008. Luxembourg - 15 April 2009

2008 was another gratifying year for RTL Groupand its shareholders. For the seventh year run-ning, RTL Group increased its revenue andoperating profit, despite increasingly difficultadvertising markets. We therefore face the cur-rent economic crisis in a position of calm andstrength, helped by the fact that we have nodebt and a well-balanced portfolio.

As it does every year, the report provides adetailed and transparent account of the keyfigures. On 182 pages, the Annual Report 2008sums up the financials of the past year, as wellas its ratings and special events, while puttinga particular emphasis on the ‘celebrity’ factor.

In 2008, RTL Group again produced a raft ofpopular programmes, and with them winnerswhose lives were changed for the better in ashort time. The new RTL Group Annual Reportpresents four of these winners on its cover.

By doing so, the Annual Report prominentlyhighlights the central photo story “Specialmoments of 2008” in its inner pages. It relatesthe fortunes of protagonists whose lives havebeen changed by TV or radio: Alexandra Burke,who after being eliminated from the British cas-ting show The X Factor in 2005, was promptlyvoted the winner on her second attempt in2008; or Victorine Dikobo, who was going to bedeported from France after the death of herchild, but has now got a new visa thanks to RTLRadio coverage; and Michael Hirte, who wentfrom being a street musician to stardom via DasSupertalent.

RTL Group’s new Annual Report also tacklesthe important topic of “The Value of Television”

with this cover story – following CEO GerhardZeiler’s speech last June at Medienforum NRW,and RTL Group’s brochure “TV or Not to BE”published in late summer 2008.

The magazine-like design of the Annual Reportis continued in the “Year in Review” section.With articles which are as entertaining as theyare informative, interviews, illustrative photo-graphs and graphics, this section relatessuccess stories from the profit centres andgives information about the main shows,awards and topics of the past year. And ofcourse, the stars and starlets once again maketheir red-carpet appearances here.

“The Annual Report has been further improvedboth in its mandatory sections and the nice-to-have elements,” says Oliver Herrgesell, Head ofCorporate Communications at RTL Group, whosupervised the Annual Report’s content andproduction: “The four different versions of thecover pay tribute to four special people whoselives took a dramatic, positive turn last yearbecause of RTL Group programmes – therebyemphasising the social value of the television.”

Since the clear separation of storytelling andfinancial sections proved its worth in the twoprior Annual Reports, there was no fundamen-tal change to the internationally successful andaward-winning design. The “red dot” brandrecognition feature was also retained. In theGroup management report, the ‘Directors’report’, the sections on the individual profitcentre sections are now clearly separated fromeach other. In addition, the CEOs of each unitare shown with a photo and a short quoteabout 2008.

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Annual Report 2008

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One small highlight this year is a competition atthe end of the Annual Report – a quiz aboutRTL Group’s financial year 2008. Anyone whosubmits all the correct answers by 31 May2009 can win a retro Adidas Olympique deMarseille football shirt with RTL’s logo on it asthe main sponsor. The mini-brochure ‘At a glance’ was also pro-duced once more to accompany the AnnualReport. In a handy format, it clearly and conci-sely sums up all the relevant facts and figuresfrom 2008.

The RTL Group Annual Report and the ‘At aglance’ mini-brochure were designed in coope-ration with the Ringzwei agency and with helpfrom all the profit centres as well as the

Corporate Centre’s Controllingand Finance departments.Oliver Fahlbusch, VicePresident of CorporateCommunications, was incharge of the project.

The new Annual Report2008 and/or the mini-brochure can be down-loaded atRTLGroup.com or canbe ordered in printedform by submitting theappropriate form.

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2008 Annual Report covers

Overview: Awards for RTL Group Annual Report 2007

ARC Awards 2008Gold Award

Category “Interior Design: Media Company”Silver Award

Category “Overall Annual Report: Media Company”

LACP 2007 Vision Awards – Annual Report CompetitionPlatinum Award

Category “Overall”“Top 100 Annual Reports of 2007”, ranking at No. 25

LACP 2008 Spotlight AwardsPlatinum Award

Category “Overall”Platinum Award

Category “Best Narrative”Recognized as one of the “Top 100 Communications Materials of 2008”,

ranking at No. 2Mercury Excellence Awards 2008/09

Gold WinnerCategory “Design: Overall Annual Report – Over 130 Pages”

Silver WinnerCategory “Annual Report – Overall Presentation: Media”

2008 International Business Awards (The Stevie Awards)Finalist for “Best Annual Report 2007”

Mini Brochure

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Individual cross-mediaconceptsIP Deutschland regularly puts together bespokecross-media concepts for its customers. Recently,the company partnered with Media Team OMD to draw up a gourmet concept involving on-air,online and direct-marketing measures.Germany - 15 April 2009

Starting 15 April, trailers for a Barilla prize drawwill be aired in time slots surrounding Vox’sfood-related programmes Das perfekte Dinner,Das perfekte Promi Dinner, Wissenshunger andDie Kocharena. The grand prize up for grabs isa 10-day tour of Italy for two, including anupscale cooking course at the ‘AcademiaBarilla’.

Customers enter to win on a microsite des-igned especially for Barilla: it contains a sectionfeaturing Pasta recipes, along with suggestedmenus and travel information about six diffe-rent regions of Italy. The site also refers users toBarilla’s ‘The Taste of Italy’ point-of-sale pro-motions. The microsite will be integrated in theCooking section of Vox.de.

Lars-Eric Mann, Sales Director Solutions at IPDeutschland, says: “Our portfolio offers awealth of mix-and-match advertising modulesfor perfect-fit cross-media campaigns. After anin-depth analysis of the customer’s brand, wepicked the best possible advertising measuresfor Barilla.”

The site will be promoted with co-branded adson sites in the RTL Interactive portfolio such asRTLreisen.de, Wetter.de and Kochbar.de.Direct-marketing measures in RTL Televisionand Vox newsletters round off the extensivecross-media campaign.

Luca Zanetti, Marketing Manager forBarilla Germany & Austria, comments:“IP Deutschland won us over with its cross-media concept. The coordination of the goalsand the communication plan, always done in avery constructive way and with a view to crea-ting win-win situations, provide an excellentcomplement to our traditional campaign.”

The prize draw trailers were produced by Vox,the microsite, online ads and newsletter bannerby RTL Interactive. The campaign ends on15 May 2009.

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Johann Lafer in Die Kocharena

Das perfekte Dinner

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Only two clicks awayWith the launch of its redesigned website M6.fr, Groupe M6 establishes itself among users and advertisers as a leader in premium-quality video on the internetand to strengthen the relationship to its viewers.France - 10 April 2009

After successfully launching M6 Replay and itsthematic portals (Turbo.fr, Deco.fr, Téva.fr),Groupe M6 is giving its website M6.fr a newlook to better respond to the expectations ofusers and advertisers. The newly designed siteintends to have more clarity. A natural exten-sion of the channel M6, M6.fr is now focusingmore on television programmes. Its new gra-phic environment gives it a more contemporaryfeel. Thanks to entirely redesigned ergonomics,now all the content on M6.fr will be accessiblein two clicks. The site is also placing increasedemphasis on videos, with plenty of new ones tobe watched.

On the interactive side, beyond the tools of tra-ditional forums, M6.fr is inviting television vie-wers and users to exchange opinions on thechannel’s flagship programmes. This new waysof interaction will start next Tuesday with thebroadcast of Nouvelle Star. Other strong pointsof the site include its innovative advertising for-mats, which have greater impact thanks tomulti-screen methods and opportunities to per-sonalise pages that are highly advanced.

According to Mediamétrie Netratings,in February, M6.fr captivated almost 4 millionunique visitors.

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Th enewly designed website emphasis on videos and interactivity

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Return of the TalentBritain’s Got Talent, produced by TalkbackThames, once again travels the length andbreadth of the UK in search of Britain’s besttalent as of 11 April – with excellent ratings andmaking headlines worldwide.United Kingdom - 14 April 2009

Hosted by Ant and Dec, with Simon Cowell,Piers Morgan and Amanda Holden on the jud-ging panel, the first episode of the third seasonof Britain’s Got Talent on Saturday 11 April onITV 1 attracted 10.5 million viewers, translatingto a total audience share of 45.1 per cent. Thejudge’s quest is to find Britain’s top talent andthe only rules are that there are no rules. Theshow is open to any performer, of any age andwith any background. All they need is a talentthat they think will impress the judges, – andultimately HRH The Prince of Wales, as the win-ner wins a prize slot in this year’s Royal VarietyPerformance.

The public are allowed access to all the audi-tion venues in all the major cities around thecountry. And although the audience can’t buzzthe acts out like the judges, their reactions caninfluence their decision. So with the audienceacting as an unofficial ‘fourth judge’ it’s crucialthe acts win them over as well as the judges.

The 48 year-old unemployed singleton SusanBoyle from West Lothian is already makingheadlines worldwide. Gyrating her hips towardsthe Judges, they, and the audience, all lookslightly perplexed and hold out little hope forher vocals. But Susan delivered a stunning per-formance, blowing away the audience and jud-ges by her version of I Dream A Dream from LesMiserables. International media already pickedup Susan’s performance, calling her “a newPaul Potts.” On YouTube, the Clip of her perfor-mance has already been watched more than 5million times within four days.

The second series of Britain’s GotTalent showcased a fantasticrange and diversity of talent,including the sensational winner,14 year-old break-dancer GeorgeSampson, with runners-upBhangra dancers Signature andopera singer Andrew Johnston.

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Piers Morgan, Amanda Holden and Simon Cowell

See Susan Boyle’s

performance on

Backstage

Susan Boyle

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New Tatort episode now in productionTeamworx is producing its first episode ever for traditional crime series Tatort. The episode Schweinegeld will air on ARD in November.Germany - 15 April 2009

Filming for the RBB’s new Tatort episode, star-ring the Berlin team of investigators DominicRaacke (Detective Ritter) and Boris Aljinovic(Detective Stark), began in March in Berlin,directed by Bodo Fürneisen. The screenplaywas penned by Thorsten Wettcke andChristoph Silber, who won the Marler GroupAudience Award at the 2009 Grimme Awardsfor another Tatort screenplay, Auf derSonnenseite (On The Sunny Side).

In Schweinegeld, Detectives Ritter and Starkinvestigate the murder of the Berlin meat baronMerklinger, who following his sudden disap-pearance is found dead in the cold store of hismeat factory.

Schweinegeld is UFA’s first production for thepopular German crime series Tatort (CrimeScene) and is a Burkert Barreiss Developmentproduction by Teamworx, commissioned by theRBB for Das Erste. Its producers are NicoHofmann (Teamworx), Gloria Burkert andAndreas Bareiss (Burkert BareissDevelopment). The episode will be shot inBerlin through the middle of the month, and isscheduled for broadcast in November 2009.

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The countdown beginsNow that the exciting audition shows are over,Hrvatska Trazi Zvijezdu (Croatian Idol) entersthe motto shows.Croatia - 15 April 2009

In the first five episodes of the popular talentshow, the judging panel – composed of singersJelena Radan and Tony Cetinski and the DallasRecords CEO Goran Lisica Fox – had listenedto talent from Croatia’s biggest cities. The 100best were recalled and competed in two episo-des, leaving 16 candidates in the running tobecome Croatia’s new Idol.

Shortly before the shows start, Tony Cetinskiused his right as chairman of the jury to nomi-nate a seventeenth candidate: Sementa. “I said

in the show that I would like to see her in theTop 16 but I was outvoted. But as the chair-man, I’ve decided to bring her back,” explainsTony. “I saw her potential from the very begin-ning. She is talented and hardworking.”

The seven episodes to date were watched byan average 29.1 per cent of the 18- to 49-year-old target demographic. The remaining17 candidates will perform in live shows begin-ning 17 April at 20:00.

The Jury of Hrvatska Trazi Zvijezdu

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Autumn sizzlerHot moves and hip grooves, a mix of hip-hop, jazz, freestyle and ballet – blend it all together and you get Fame. The remake of the 1980 classic opens in German theatres thisautumn, distributed by Universum Film. On Easter Sunday, the movie Nachts in Museumattracted 5.75 million viewers – a market share of 35.8 per cent among viewers aged 14 to 49.Germany - 10 April 2009

A different take on the natural sciencesSeason three of the popular Spanish series Física o Química made its debut onAntena 3 on Monday 13 April, attaining a total audience share of 15.7 per cent.Spain - 10 April 2009

Excellent Easter ratings RTL Television kept audiences happy with film and show highlights on the Easter weekend.Germany - 14 April 2009

Over 130 million PIs in March In March, Toggo.de generated more than 132 million Page Impressions (PIs) and 2.96 million Visits – the website’s best performance since it was re-launched in May 2008.Germany - 14 April 2009

OutlawOn Wednesday 15 April, RTL Exklusief and John van den Heuvel track the Hell’s Angelswith the help of an ex-member.Netherlands - 14 April 2009

Hannah Montana’s German voice 13-year-old Jenny Haben from St. Wendel has been picked to follow in Hannah Montana’sfootsteps. In the Be a star singing contest organised by Super RTL and Disney Channel,Jenny prevailed against well over 2,000 competitors.Germany - 15 April 2009

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Editor, Design, Production

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Corporate Communications and Marketing