Interview with Thomas Rabe from the Bertelsmann intranet

Why is Bertelsmann considering a sale of RTL Group shares?

The Bertelsmann Supervisory Board has given us, in principle, the green light to take such a step, but the Executive Board has not made a final decision yet. The possible sale of RTL Group shares would be one element in financing the long-term corporate strategy, with its four key strategic objectives: strengthening the core business, digital transformation, establishment and expansion of growth platforms, and regional growth in emerging markets. The goal is to make Bertelsmann a faster growing, more digital and more international company in the years ahead. The planned transaction would prepare the ground for this.

Why would Bertelsmann retain a qualified majority of approximately 75 percent in RTL Group?

We still believe firmly in the future of television and in RTL Group. RTL Group is and will remain a very successful core business for Bertelsmann, and a strong pillar of our portfolio. We fully support the RTL Group strategy, and its management in pursuing the company's further development. Even if it were to reduce its RTL shareholding, Bertelsmann would retain a significant majority stake of around 75 percent of RTL Group. Bertelsmann is deeply convinced of the long-term attractiveness of television and the TV production business. As Bertelsmann’s largest corporate division, RTL Group makes major contributions to cash flow and has promising business and growth prospects.

Why have you abandoned your earlier plan of increasing the shareholding?

We have always stressed that we could imagine a change in ownership interest in either direction, so our plan, if we were to execute it, is in line with our previous position.

Would a further reduction to 50.1 percent be conceivable as well?

No.

Does the 100-percent rule for Bertelsmann corporate divisions no longer apply?

We have always emphasized that a 100-percent shareholding is not an end in itself, but must make strategic and financial sense. Due to the strategic realignment and with the goal of broadening Bertelsmann’s portfolio, we are considering a reduction of our stake in RTL Group. Bertelsmann’s claim to retaining leadership at RTL Group would remain untouched by this.

Why is RTL Group an attractive investment?

RTL Group is Europe’s leading entertainment network, with an excellent operational performance over many years and a proven digital business model. The group has participations in 54 TV channels and, with Fremantle Media, a global TV production presence.

Is Bertelsmann planning acquisitions with the possible proceeds and, if so, in what areas?

Growth through acquisition is one of the means of executing Bertelsmann’s strategy. For example, our defined growth platforms include the music rights business and the education sector, along with information services, e-commerce etc.

This document and the information contained herein are for information purposes only and do not constitute a prospectus or an offer to sell or a solicitation of an offer to buy any securities in the United States or in any other jurisdiction.

Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the "Securities Act"), and may not be offered or sold in the United States absent registration or pursuant to an available exemption from registration under the Securities Act. Neither RTL Group nor Bertelsmann intends to register any securities referred to herein in the United States.

Any potential offer will be made exclusively through and on the basis of a published prospectus. No money, securities, or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted.

The information contained herein is not for publication or distribution in or into the United States of America, Australia, Canada, Japan, South Africa, Switzerland or any other jurisdiction in which publication would be prohibited by applicable law.

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