The share capital of the company is set at EUR 191,900,551 divided into
154,787,554 shares with no par value.

The shares shall be either in the form of registered or in the form of bearer shares,
at the option of the owner.

Notes:
(1) Excluding 0.76% which is held collectively as treasury stock by RTL Group and one of its subsidiaries
(2) Shareholding structure based upon a statement by Bertelsmann AG in April 2011.

Please note that there is no obligation for a shareholder to inform the Company of any transfer of bearer shares save for the obligations provided by the Luxembourg law of 15 January 2008 on transparency requirements in relation to information about issuers who securities are admitted to trading on a regulated market. Accordingly the Company shall not be liable for the accuracy or completeness of the information shown above.

Location
The Annual General Meeting of Shareholders shall be held on the third Wednesday of the month of April at 15:00., at the registered office or any other place in Luxembourg indicated in the convening notice.

Attendance and voting
Any shareholder may be represented at a General Meeting by a proxyholder who needs not be a shareholder himself.
The proxies shall be lodged at the place specified in the convening notice at least six clear days before the meeting.

The holders of bearer shares who wish to attend the General Meeting should deposit their shares at the registered office or at the place(s) referred to for such purposes in the convening notice.
Said registration shall be made at least six clear days before the meeting.
The holders of registered shares who wish to participate in the General Meeting shall, at least six clear days before the meeting, inform the Company that they intend to use their shares for the General Meeting. They are admitted to the meeting upon presentation of registration certificates.

Mission
The Annual General Meeting shall examine, in particular, the reports of the Board of Directors and the auditor(s) and, if thought fit, approve the annual accounts.
It shall determine the allocation of the profit.
It shall decide by special vote on the discharge of the directors and the auditors from any duties.

The Annual General Meeting for the fiscal year 2010 was held on 20 April 2011 at 15:00.
For more information please see the documents below.

For the Consolidated Annual Accounts please see the Annual Report.

The Company shall be managed by a Board of Directors made up of fourteen directors at maximum, who need not be shareholders and who are appointed by the General Meeting of Shareholders for a term not exceeding six years.

The Board of Directors is currently composed by 8 members, 1 executive director and 7 non-executive directors, three of whom are independent.

The non - executive directors elected at the Annual Shareholders meeting of 19 April 2006 were appointed for a period of three years. The executive director elected at the Annual Shareholders meeting of 19 April 2006 was appointed for a period of five years.

Mission
The Board of Directors has the most extensive powers to manage the Company. It may take, in the interest of the Company, all acts of administration and of disposal, that are not reserved by law or the Article of Incorporation to the General Meeting of Shareholders.

Meetings
The Chairman shall convene the Board of Directors to meet as often as the interests of the Company require and at least once ever three months. It shall meet whenever at least two directors so request.

All Board decisions shall be taken with a simple majority of the directors present or represented. In case of urgency, the directors may also take decision s by circular resolutions without physically meeting.

Conflict of interest
The members of the Board of directors are obliged to act in the interest of the Company and may not pursue any personal interests with their decision-making. In relation to any transaction, submitted for approval to the Board of directors or any committee of the Board of directors conflicting with that of the Company, a director having a personal interest shall notify the Board of directors or any committee of the Board of directors and shall not participate in  any discussions or vote of the Board of directors or any committee of the Board of directors, and the decision shall be taken by simple majority of the voting directors.

Evaluation of performance
The Board of Directors evaluates its performance at regular intervals.
This evaluation is carried out by the Secretary. The General Counsel presents the results of the evaluation process to the Board and, if deemed useful, recommendations for improving its working.

Composition
The audit committee is composed of four non-executive directors, two of whom are independent.

Mission
The Audit Committee shall have the authority to take all action to carry out the tasks and to co-operate with the external independent auditors and organize and supervise the internal control of the Company.

 

 

Composition
The remuneration committee is composed of four non-executive directors, one of them being an independent director.

Mission
The Chief Executive Officer shall consult with an obtain the prior consent of the Nomination and Compensation Committee concerning his proposals to the Board of directors in respect of the directors to be appointed or removed as Executive Board Members by the Board of directors. For the avoidance of doubt the Nomination and Compensation Committee itself shall have no power to propose to the Board Member.

The Nomination and Compensation Committee shall make a proposal to the General Meeting of Shareholders on the appointment and removal of the non-executive directors.

The Nomination and Compensation Committee shall establish the Group’s compensation policy (including compensation granted under employee share option arrangements).

The Nomination and Compensation Committee shall be also involved in the appointment, remuneration and dismissal process of senior executives.

 

Each month , the Executive Committee informs the Board of Directors on the results of the Group and its main profit centres.

In accordance with the Luxembourg law on commercial companies, the company’s annual and consolidated accounts are certified by an external auditor appointed by the annual general meeting of shareholders.

On 20 April 2011, the General Meeting of Shareholders decided, on a proposal from the Board of Directors, to appoint for a period of one year: Pricewaterhouse Coopers S.à r.l., as auditor for the statutory accounts and consolidated financial statements.

In compliance with the disclosure requirements of the regulatory authorities, the details of all transactions by members of the Board of directors, the Executive Committee and by members of the Management, will be disclosed here below:

• Management disclosures in 2011
  No transaction, so far.
  

RTL Group respects “closed periods” around financial results announcements.

During the closed periods, Board members, Senior Management, employees and associates of RTL Group and its affiliates companies, as well as the persons closely associated with them are not allowed to buy or sell any shares issued by RTL Group, irrespective of whether they have inside information (i.e. information which is not public and which may have a significant impact on the price of the shares) or not. They are not allowed to convert any stock options, or exercise any stock option appreciation rights during these periods either.

Closed periods in 2011:

• From close of business on 10 January 2011 until close of business on 10 March 2011.
  
  
• From close of business on 24 June 2011 until close of business on 25 August 2011.