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RTL Group announces price range for secondary public offering

Bertelsmann has set the price range at €54 to €62 per share – Public share offer comprises up to 25,500,000 shares (including a possible over- allotment option of up to 2,318,000 shares) and is expected to start on 18 April 2013 and to end on 29 April 2013

Start of trading in the Prime Standard on the Frankfurt Stock Exchange is expected for 30 April 2013

Securities prospectus published on the corporate website today

RTL Group’s first quarter 2013 EBITA expected to increase by a mid to high single digit percentage year-on-year

Luxembourg, 17 April 2013 – Further to the announcements on 31 January 2013 and 4 April 2013, the Board of Directors of RTL Group has been informed that Bertelsmann has set the price range for the secondary public offering of ordinary shares of RTL Group. It is expected that the public offering will start on 18 April 2013. The prospectus relating to the offering has been approved by the Commission de Surveillance du Secteur Financier (CSSF) in Luxembourg and the Bundesanstalt für Finanzdienstleistungsaufsicht (Bafin) in Germany has been notified thereof.

As previously announced, Bertelsmann is expected to reduce its shareholding in RTL Group through the secondary public offering, while maintaining, after the closing of the offering, a qualified majority of at least 75 per cent at this time.

In connection with the prospectus for the offering, RTL Group has also published a trading update for the first quarter of 2013.

RTL Group will hold its Annual General Meeting this afternoon. A further press release summarising the meeting will be issued in the course of today.

Highlights

 Bertelsmann has set the price range within which offers for the purchase of shares may be submitted between €54 and €62 per share. The offer will consist of up to 23,182,000 RTL Group shares plus a possible over- allotment facility of up to 2,318,000 shares. If all offered shares, including the possible over-allotment, are placed, RTL Group’s free float will increase significantly and will be approximately 24 per cent of the share capital. Bertelsmann will retain at least 75 per cent of RTL Group’s share capital after the closing of the offering.

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 It is expected that the offering will start on 18 April 2013 and will end on 29 April 2013. The final offer price will be the result of a bookbuilding process and is intended to be set and announced in the evening of 29 April 2013.

 The shares of RTL Group are intended to be listed on the regulated market (Prime Standard) of the Frankfurt Stock Exchange, in addition to the existing listings on the Luxembourg Stock Exchange and Euronext Brussels. This entry to the Frankfurt Stock Exchange is expected to provide an additional opportunity for liquidity for investors. The first day of trading for the offered shares on the Frankfurt Stock Exchange is expected to be 30 April 2013.

 RTL Group shares will be offered to private and institutional investors in Germany and Luxembourg through a public offering. Outside of these countries, it is intended to offer shares to institutional investors via private placements.

 The shares will be offered by Bertelsmann. RTL Group will not raise new capital in connection with the public offering and will not receive any of the proceeds from it.

 Bertelsmann will remain a majority shareholder of RTL Group and is convinced of the highly attractive and positive long-term outlook for RTL Group’s free-to-air TV and radio broadcasting as well as its TV production businesses.

 Deutsche Bank and Morgan Stanley will act as Joint Global Coordinators and Joint Bookrunners for the public offering. BofA Merrill Lynch, Citigroup, Credit Suisse and Goldman Sachs will act as Joint Bookrunners. BNP Paribas, Petercam and Société Générale Corporate & Investment Banking will act as Co-Lead Managers. Lazard is acting as financial advisor on the transaction.

 The prospectus in relation to the offering has been approved by the CSSF earlier today, and the Bafin in Germany has been notified thereof. The prospectus is available for download on the website of RTL Group at RTLGroup.com/prospectus. For further details of the planned offering, please refer to the prospectus.

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Trading update for the first quarter 2013

 Advertising market conditions in the first quarter remained challenging, in line with local macro-economic developments. o Looking across the Group’s larger markets, RTL Group estimates that the German TV advertising market is up by low single digits in quarter one. Within this, Mediengruppe RTL Deutschland has – as expected, given a very difficult comparable – lost some market share. o The Dutch market is still in negative territory, estimated to be at a similar percentage decline as the 2012 full-year outcome. RTL Nederland is estimated to be slightly outperforming the market. o Current conditions in France mirror those seen in the second half of 2012 with Groupe M6 expected to outperform the overall negative market development. o The advertising market in Belgium had a difficult start to the year, down just over 10 per cent. o The TV advertising markets in Spain and Hungary continue to experience pronounced declines.

 From an operational perspective, RTL Group’s content business, FremantleMedia, has started the year generally in line with quarter one 2012.

 Overall, RTL Group expects first quarter 2013 revenue to be in line with the strong first quarter of 2012. This reflects overall stable revenue at Mediengruppe RTL Deutschland and the sale of the Handball World Cup rights in January 2013 by UFA Sports.

 RTL Group’s first quarter 2013 EBITA is expected to increase by a mid to high single digit percentage year-on-year, primarily driven by Mediengruppe RTL Deutschland, partly due to cost savings some of which are related to phasing effects.

Joint statement from Anke Schäferkordt and Guillaume de Posch, Co-Chief Executive Officers of RTL Group:

“We are pleased to announce that RTL Group’s first quarter EBITA will be up year-on-year. These good results show the resilience of our business despite the challenging macro-economic picture across Europe.

RTL Group has repeatedly proven its ability to generate long-term growth and strong cash flows. With our management team’s wealth of industry knowledge, we are creating new growth opportunities around broadcast, content and digital. RTL Group is well positioned to continue to deliver future value for all our shareholders.”

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RTL Group conference call for journalists:

Date: 17 April 2013 13:00 (Luxembourg) / 12:00 (London)

Number to dial: +44 (0) 20 3003 2666

Password: RTL Group

For further information please contact:

Media Investor Relations Oliver Fahlbusch Andrew Buckhurst Corporate Communications Investor Relations Telephone: +352 2486 5200 Telephone: +352 2486 5074 [email protected] [email protected]

About RTL Group RTL Group is the leading European entertainment network, with interests in 53 television channels and 28 radio stations in ten countries and content production throughout the world. The television portfolio of Europe’s largest broadcaster includes RTL Television in Germany, M6 in France, the RTL channels in the Netherlands, Belgium, Luxembourg, Croatia, Hungary and Antena 3 in Spain – the company also operates the joint venture channel Big RTL Thrill in India and has interests in National Media Group in Russia. RTL Group’s flagship radio station is RTL in France, and it also owns or has interests in other stations in France, Germany, Belgium, the Netherlands, Spain and Luxembourg. RTL Group’s content production arm, FremantleMedia, is one of the largest international producers outside the United States. Each year, it produces more than 9,100 hours of programming across 62 countries.

Disclaimer

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 its majority shareholder intends to register any securities referred to herein in the United States.

This press release contains forward-looking statements. These statements are based on the current views, expectations and assumptions of the management of RTL Group and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Actual results, performance or events may differ materially from those described in such statements due to, among other things, changes in the general economic and competitive environment, risks associated with capital markets, currency exchange rate fluctuations and competition from other companies, changes in international and national laws and regulations, in particular with respect to tax laws and regulations, affecting RTL Group, and other factors. RTL Group does not assume any obligations to update any forward-looking statements.

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In the United Kingdom, this press release is directed only to (a) persons who have professional experience in matters relating to investments who fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (b) high net worth entities and other persons to whom it may otherwise lawfully be communicated falling within Article 49(1) of the Order, or (c) persons to whom it may otherwise lawfully be communicated.

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.

NOTES TO EDITORS:

Business Strengths

 RTL Group is the leading European entertainment network with a diversified footprint, including interests in 53 television channels and 28 radio stations in ten countries. RTL Group’s content production arm, FremantleMedia, is one of the largest international entertainment producers outside the United States.

 RTL Group’s brands reach across multiple platforms including free TV, pay TV and online, with ‘RTL’ being one of the most recognised and trusted entertainment brands in Europe.

 In broadcast, RTL Group is a strong number 1 or number 2 in attractive markets: RTL Group currently has the number 1 position in TV in Germany, the number 2 position in France and the number 1 position in the Netherlands.

 FremantleMedia is a global content powerhouse, producing iconic brands such as Idols, The X Factor and Got Talent. By revenue, FremantleMedia is one of the largest international entertainment producers outside the United States. It serves a world-wide customer base and as new content distribution platforms emerge, demand for quality TV content is expected to increase strongly.

 RTL Group has a strong and rapidly growing presence across all digital platforms. In 2012: o RTL Group’s more than 200 websites reached an average of 61 million unique users per month. o Its catch-up TV offers and websites attracted 2.4 billion online video views and are among the leading sites in their respective markets. o FremantleMedia’s 101 Youtube channels attracted 4.5 billion views.

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Strong financial track record

 RTL Group has a well-diversified revenue base. In 2012, 43 per cent of RTL Group’s revenue originated from a broad range of non-advertising activities such as content production, rights trading, teleshopping, e-commerce and merchandising; the Group’s largest market, Germany, represented 35 per cent of total revenue.

 Since 2010, RTL Group has increased its revenue at a compound annual growth rate of 4.1 per cent, from €5.5 billion in 2010 to a record €6.0 billion in 2012.

 In 2012, Group EBITA exceeded €1 billion for the third consecutive year, despite a challenging economic environment.

 RTL Group is a very cash generative business, with conservative gearing. o From 2010 to 2012, RTL Group generated annual free cash flow1 of over €1 billion: €1.2 billion in 2010; €1.2 billion in 2011; and €1.1 billion in 2012. o The rate of conversion of operating cash to EBITA amounted to 110 per cent in 2010, to 104 per cent in 2011 and to 101 per cent in 2012. o Following payment of dividends for 2012, RTL Group had a 2012 net debt to EBITDA ratio of around 0.5 times.

 RTL Group’s Board of Directors recently approved a new dividend policy going forward, targeting a pay-out ratio of 50 to 75 per cent of the adjusted consolidated net profit attributable to RTL Group shareholders. This policy enables both flexibility for investment in growth and attractive cash returns for shareholders.

1 Operating cash flow of the continuing and discontinued operations before income tax payments and acquisitions, net of proceeds, of programme rights, other intangible and tangible assets

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