Bertelsmann AG Achieves Target Shareholder Structure

In November 2003, Bertelsmann AG bought back the ZEIT Foundation`s remaining shares in Bertelsmann AG. With the buyback of the third, 2.9 percent, tranche originally scheduled for buyback by 2005, Bertelsmann AG has now achieved its target shareholder structure: 57.6 percent of the shares are held by the Bertelsmann Foundation, 17.3 percent by the Mohn family and 25.1 percent by Groupe Bruxelles Lambert (GBL). The Bertelsmann Foundation indirectly holds its shares in Bertelsmann AG via the Johannes Mohn GmbH holding company. The Mohn family holds its shares in Bertelsmann AG via the Reinhard Mohn Verwaltungsgesellschaft mbH holding company, in which the Johannes Mohn GmbH is also a shareholder.

  

Thus, since the year 2000, the entire ZEIT Foundation holdings of originally 10.74 percent have been bought back in three steps. Bertelsmann had announced the agreement for a complete buyback in December 1999. The first tranche was bought back in August 2000, the second in October 2002.

  

75.0 percent of the voting rights in Bertelsmann AG are exercised via the Bertelsmann Verwaltungsgesellschaft mbH (BVG), with the remaining 25.0 percent of voting rights owned by GBL. During the course of the now completed buyback of all remaining Bertelsmann shares owned by the ZEIT Foundation, GBL and BVG specified May 2006 as the earliest date from which a demand for IPO could be made. Such an IPO would give GBL the right to sell its shares on the capital market. In addition, BVG has the right to offer to buy back the shares from GBL. If a sale to third parties is being considered, BVG has the right of first refusal.

 

BVG`s shareholders consist of the Chairman of the Supervisory Board along with another member of the Bertelsmann AG Supervisory Board, the Chairman & CEO, a member of the senior management of a company in which Bertelsmann owns a stake, an employee representative, and three representatives of the Mohn family.

 

The BVG discusses and decides on all matters put before the Bertelsmann AG General Meeting. In particular, these are changes to the Bertelsmann AG articles of association, Supervisory Board elections, and the adoption of the annual financial statement and appropriation of retained earnings. As a rule, decisions are passed by a simple majority. Important resolutions, e.g. changes to the articles and the addition of further shareholders to Bertelsmann AG, require a three-quarters majority. In such cases, the Mohn family holds a vetoing minority.

For further questions, please contact:

Oliver Herrgesell
Senior Vice President Media Relations
Phone: +49 - 5241 - 80 24 66
oliver.herrgesell@bertelsmann.com

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