Jan 28 – Feb 3, 2013 Edition Bertelsmann to Reduce RTL Stock, Reports Financials

Gütersloh, January 31, 2013 – The international media company Bertelsmann has informed the Board of Directors of RTL Group that it is considering reducing its shareholding in RTL Group through a capital market transaction. Potential proceeds could be reinvested in new strategic growth businesses in a flexible way and thus support Bertelsmann’s growth strategy.

In the process of executing its new corporate strategy, Bertelsmann is currently considering various options to finance its growth ambitions: one of them is to add further shareholders at subsidiary level while still retaining a clear leadership position. In any case Bertelsmann will retain a qualified majority shareholding of approximately 75 per cent in RTL Group as Bertelsmann remains convinced of the highly attractive and positive long-term outlook for the free to air television and TV production businesses. As Bertelsmann’s largest division, RTL Group significantly contributes to Bertelsmann’s cash-flow and presents attractive growth and business opportunities. Bertelsmann is the majority shareholder of RTL Group, currently holding 92.3 per cent of the voting rights.

Thomas Rabe, Chairman & CEO of Bertelsmann, stated: “RTL Group is and will remain a successful core business for Bertelsmann, and a strong pillar of our portfolio. Bertelsmann will also support the strategic development of RTL Group. In case of a reduction of our shareholding in RTL Group, the proceeds are to be used to implement the Bertelsmann corporate strategy with its four key strategic objectives strengthening the core business, digital transformation, expansion of growth platforms and entering growth regions. The objective is to make Bertelsmann a faster-growing, more digital and more international company in the years ahead.”

The Supervisory Board of Bertelsmann has in principle approved a potential reduction of shares in RTL Group and has authorised the Executive Board to consider respective measures and – under certain conditions – initiate them if and when appropriate. Bertelsmann’s Executive Board has not made a final decision yet on whether or not any part of its shareholding in RTL Group shall be offered.

Moreover, RTL Group will review options to increase the efficiency of its capital structure such as a potential payment of an extraordinary dividend. A potential reduction of Bertelsmann’s shareholdings would significantly increase the free float and liquidity of RTL Group shares.

RTL Group shares are publicly traded on the Luxembourg and Brussels stock exchanges. RTL Group is Europe’s leading entertainment network with an excellent operational track record in recent years and a proven digital business model. The company has participations in 54 TV channels and a globally leading TV production footprint.

Bertelsmann announces preliminary figures for 2012

On the basis of preliminary and unaudited figures, Bertelsmann has increased its Group revenues to around €16 billion (previous year: €15.4 billion) in the 2012 fiscal year. Growth amounted to around five percent, about three percent of it organic. At €1.7 billion, operating EBIT matched the previous year’s high level. This includes investments and scheduled startup losses for digitization projects and new businesses. The Group’s Return on Sales once again exceeded the 10-percent mark.

Net financial debt at the end of the year was down to €1.2 billion (December 31, 2011: €1.8 billion) thanks to the high level of funds released from operations. This resulted in a good ratio compared to operating EBITDA which, like the previous year, totaled approx. €2.2 billion.

Based on the preliminary figures, a dividend of 15 percent of par value (previous year: 15 percent) is expected for Bertelsmann Profit Participation Certificate 2001 (ISIN DE0005229942). The payout on Profit Participation Certificate 1992 (ISIN DE0005229900) is expected to be 6 to 8 percent of par value (previous year: 7.37 percent). The payout for both participation certificates is scheduled for May 2013. The figures cited here are preliminary, unaudited figures. The full and audited annual financial statement will be published on March 26, 2013.