RTL Group Annual Report 2009 - paperJam

Chairman’s statementbut also to significant goodwill impairments on Five Group in theUK and Alpha Media Group in Greece. Nevertheless, RTL Groupachieved a positive net result of € 205 million. The company’ssound financial position is also reflected in a significant net cashposition of € 789 million at the end of 2009.2009 was an extremely challenging periodfor the European TV industry as advertisingmarkets across the continent declinedconsiderably. Against this background, I ampleased to confirm that RTL Group achieveda satisfying set of results: our early focus onreducing costs resulted in significant savings,so that the EBITA margin of the Group,at 14.0 per cent, remained at a high level.The major achievements of recent months might be summarisedneatly as: “Costs down, ratings up” – we remain in good shapehaving managed our way through the economic downturn. TheGroup's management team successfully combined comprehensivecost cutting measures with maintaining the strong marketpositions of RTL Group’s broadcasting families and productioncompanies, indeed even improving them in some of the majormarkets. The families of channels in Germany, France, the Netherlandsand Belgium all achieved higher audience shares, whileFremantleMedia continued to produce the highest-rated showsaround the globe. Return on sales at the five biggest profitcontributors − Mediengruppe RTL Deutschland, Groupe M6,FremantleMedia, RTL Nederland and RTL Belgium − remainedstable year on year.The RTL Group share price finished the year up 10.6 per cent,from €42.5 at the end of 2008 to €47 at the end of 2009, whilethe DJ STOXX index of European media shares increased 13.9per cent over the year.Throughout 2009, the management provided the company’sstakeholders with a clear and transparent assessment of thesituation in the TV advertising markets, analysed the resultingchallenges for the TV industry and explained the Group’s twofoldstrategic response − reducing the cost base in core TVbroadcasting while at the same time continuing to invest ingrowth opportunities. This included FremantleMedia’s acquisitionof the US-based production company Original Productions,the launch of a new digital channel in the Netherlands and theongoing expansion of the company’s video-on-demand platforms,internet activities and diversification businesses.Clearly the economic crisis has made 2009 a difficult year formany organisations, and we have not been immune. It hasbeen a very demanding year for all of us, but I have been hugelyencouraged by the motivation of everyone throughout theRTL Group to apply their own unique talents on our behalf, andto maintain such high standards in doing so. Therefore I wouldlike to thank everyone within our Group companies and at theCorporate Centre for their efforts during 2009.However, the decline in the advertising markets – worse thananticipated – not only led to lower Group revenue and EBITA,RTL GroupAnnual Report 20097

RTL GroupAnnual Report 20098

Chief Executive’s report2009 changed the television industry. Like all commercialTV companies, RTL Group had to deal with the recession, a downfallin advertising, and structural changes through digitisation,all at the same time. RTL’s profit centres reacted quickly, cutting costsyet managing to increase audience shares. Acting early froma position of strength, RTL Group was able to prove reliabilityeven in times of crisis.by Gerhard ZeilerThis was a crucial year for the TV industry. The economic crisisled to a significant advertising downturn. Most TV marketsacross Europe fell by double-digit figures. In addition, increasingdigitisation is leading to substantial structural changes in thetelevision industry. And digitisation leads to fragmentation, whichbrings more choice, for viewers as well as for advertisers.At the same time – contrary to the predictions of manysceptics – TV proved that it is, and will remain, the leadingmedium: an increase in average viewing time shows how muchmedia consumers love television. In many European countries,including Germany and France, people spent more timewatching TV than in previous years, while in the UK, averageviewing time was 225 minutes per day – the highest figure since1992. Beyond the traditional ways to watch television, internetand mobile video content are growing markets.Facing extraordinary challenges, the television industryproved that it is flexible and resilient, even in difficult situations.Broadcasters and producers can adapt to economic and technologicalchanges quicker than many other industries.At the beginning of 2009, in the midst of the economic un certainty,RTL Group had three top priorities:■ To reduce the cost base in our core business of TVbroadcasting, without losing substance.■ To further invest in content and brand extensions.■ To proceed in the transition from the linear to the digital world.The results speak for themselves:■ The bottom line of the cost-cutting measures at our profitcentres is significant: RTL Group managed to reduceits operating costs by €371 million in 2009. As our localmanagement teams combined comprehensive costcutting with smart programming decisions, we managed toincrease audience shares in almost every country.■ Investment in content production and diversificationbusinesses helped to better balance our financial position.Our content arm, FremantleMedia, acquired a majoritystake in the production company Original Productions,and extended the Idols brand by launching a live attractionat Walt Disney World, while new pay channels wereintroduced in Germany, France, and the Netherlands.■Adopting the digital opportunities, RTL Group’sprofit centres improved and extended their popularcatch-up services. Throughout Europe, our onlineplatforms registered more than 1 billion video streams.Several new platforms were launched, which arenow available via the internet, TV and mobile phones.These successes are only possible due to RTL Group’s decentralisedstructure, where strong CEOs in the various countriesin which we operate act like entrepreneurs, with the power tomake local decisions. This structure provides the company witha solid competitive edge.The Group’s profitability continued to be high in 2009: EBITAmargins of the big five profit contributors – Mediengruppe RTLDeutschland, Groupe M6, FremantleMedia, RTL Nederland andRTL Belgium – remained stable or even increased.Given the double-digit declines in Europe’s TV advertisingmarkets, however, revenue and profits fell to below the previousyear’s levels. Revenue decreased by 6.3 per cent to €5,410million (2008: €5,774 million).With a record second half-year result of €437 million (up5.6 per cent year-on-year), full-year EBITA reached €755million (down 17.6 per cent), despite higher start-up losses(mainly resulting from the first-time full-year consolidationof Alpha Media Group in Greece) and significant one-timecharges, including restructuring costs in the UK, Germanyand Greece, and a significant programme write-down at Five.RTL Group’s EBITA margin for 2009 is 14.0 per cent (2008:15.9 per cent).Net profit attributable to RTL Group shareholders increasedby 5.7 per cent to €205 million (2008: €194 million) despitegoodwill impairments on Five Group in the UK and Alpha MediaGroup in Greece.Net cash from operating activities is €763 million, resultingin an operating cash conversion of 106 per cent. At the end of2009, the net cash position reached €789 million.RTL GroupAnnual Report 20099

Chief Executive’s reportIn August 2009, Christopher Baldelli took over as chairman ofRTL Radio’s Executive Board. Baldelli, who headed the thematicTV channels division of Groupe M6, is a strong and dynamicleader. RTL Group’s French radio business will benefit from hiscomprehensive experience in French media and his track recordof growing new digital activities into profitable businesses.Based on the 2009 results and the cash position, the Boardof Directors proposes a dividend of €3.50. This is the same asthe total dividend in 2008, which then included an extraordinarydividend of €2.10 per share. If the Annual General Meetingfollows this recommendation, RTL Group will have distributed€2.5 billion to its shareholders in the past five years alone, whileremaining without debt and with a high net cash position.the US-based creator of hit TV shows such as Ice Road Truckersand Ax Men – in February 2009.As well as investing in content production, we also invest indigital activities.RTL Group’s profit centres continually improve and extendtheir popular catch-up services, a short-term form of video-ondemandfor viewers who missed the regular broadcast. Newplatforms were launched in Germany, France and Hungary,branded Vox Now, W9 Replay, and RTL Most.Groupe M6 complemented its market-leading offer with a newpaid service, M6 VOD – which features premium content suchas movies and passes for whole seasons of popular TV series –and M6 Bonus, a free service offering highlights of M6’s signatureprogrammes, as well as interviews, making-ofs and outtakes.The three special-interest digital channels, RTL Crime,RTL Living and Passion, continued to grow steadily, and areamong the leading pay-TV channels in Germany, Austria andSwitzerland, with over 2.5 million subscribing households.At the beginning of October 2009, RTL Nederland launchedthe special-interest channel RTL Lounge, which targets youngwomen with Dutch and international drama and lifestyle programmes.Within a few months, the channel has already becomethe leader among the digital channels in the Netherlands.In a unique extension of the Idols brand, FremantleMediacreated a TV programme-based attraction – The American IdolExperience – at Walt Disney World Resort, Florida, whichopened in February 2009.RTL Group appointed three profit centre CEOs during thereporting period.In May 2009, Christoph Mainusch took over from RickSpinner as CEO of Alpha. The former CEO of RTL Televizijaplans to combine audience success with sustainable financialresults, even in difficult times.In July 2009, Johannes Züll, CEO of Aegis Media in Germany,follows Christoph Mainusch as CEO of RTL Televizija. He hasheld various positions within RTL Group in the past. His provenexcellence in both strategic and operative skills empowers himto lead the Croatian subsidiary through a challenging time.Although the revenue decline has slowed considerably sinceautumn 2009, RTL Group does not expect a quick recovery ofadvertising revenues to previous levels. While the Group remainscautious, it will also continue to invest in promising businessopportunities based on its strong brands and content. Theseinclude on-demand services as non-linear TV viewing growsrapidly, digital pay channels to establish a second revenuestream, content production, and the company’s broad rangeof diversification businesses.As I have already said, television remains the leading medium.In the future there will be more television than ever before, therewill be more distribution channels for television than ever before,and there will be television programmes for truly everyone – formass audiences and narrowly defined target groups alike.RTL Group will be there with its content and brands, whereverthe viewers are. But we will not only please our audiences.While I would be careful about prematurely announcing the endof the crisis, I may say that RTL Group is in excellent health,with strong businesses in many countries, double-digit returnon sales, and a sound financial position. We are confident thatwe will continue to deliver significant value for the investmentsof our shareholders in the future.Gerhard Zeiler, Chief Executive OfficerRTL GroupAnnual Report 200911

ition television • radio you canthames • Madonna teams up with• RTL II goes gaga • take me outganzA in berlin • the rtl groupt card • sChedule reshuffle atfrance • Four emmy awards forermany’s supertalent • viewersance • tv on the go • launch ofmes a worldwide phenomenoNisition of original productionsd paris premiere • five flashesbrands to lifE • new afternoontion days • prince plays at RTL’srdeaux celebrates a hat-trickWITH RISING RATINGS • more thanars of formula 1 live coverageRTL GroupAnnual Report 200915

The year in reviewPresenter Julie Taton gets in the mood for hosting RTL-TVI’s hit show L’amour est dans le pré,and for helping Belgian farmers find romancertl Belgium — It’s a safe bet thatevery country has farmers. Andbased on its popularity, pretty soonthey’ll also have a romantic docurealityshow called The FarmerWants A Wife, L’amour est dansle pré or Bauer sucht Frau...The show helps lonely farmers find thetime between raising livestock, harvesting,and ploughing the fields to find their soulmate. Intrigued and attracted viewerswrite to these men and women who workthe land, hoping for an invitation to spenda few days down on the farm. Thecameras then follow the featured farmersand their chosen prospective partners inthe hope of romance developing.And even if romance doesn’t blossomin the cowsheds, barns and milkingparlours, it’s still gripping TV for hundredsof thousands of viewers across FrenchspeakingBelgium. Already a smash-hit inAustralia, Sweden, France and Germany,L’amour est dans le pré’s first episodeon RTL-TVI, in June 2009, attracted a 25per cent audience share – an excellentstart. By November, when the love storieswere either well underway or unravelling,the share had risen to 29.5 per cent.RTL GroupAnnual Report 200916

The year in reviewMediengruppe RTL DeutschlandWith Das perfekte Dinner im Schlafrock(Perfect Dinner In A Dressing Gown), Vox hassuccessfully aired its first daily 75-minuteversion of Das perfekte Dinner. As well ascreating the perfect dinner for four guests,the host has to impress one of them – chosenat random – with bed and breakfast as well.On its first run in December 2009,the extended show averaged an impressive11.2 per cent share of its target audience.Groupe M6 — The greatest cooking competition everseen on French television? That’s what the audiencefigures suggest for M6’s grand finale of Un dînerpresque parfait: le combat des régions (Come DineWith Me: Battle Of The Regions).The popularity of this extended version of Undîner presque parfait has grown throughout theseries, in which chefs from all over France competefor the approval of master chefs, including the Purcelbrothers, Georges Blanc and Marc Muerin.“It’s a subject everybody loves,” says ThomasValentin, head of Groupe M6’s programmes, “it’sclose to their daily lives, how to host, how to prepare,tips and ideas. We’ve been in 100 cities looking atcontestants, so almost everybody knows someoneconnected to the show.”The final pitted Grégory, representing the East,against Flore from Paris-Ile-de-France, and wasbroadcast live on M6 in a later prime-time slot. In thefive weeks this spin-off has featured on prime time, ithas consistently outperformed strong competition foraudience share. In the tense grand finale – whichGrégory won by just three tenths of a point – theshow had a total audience share of 35.8 per cent.FremantleMedia — Thanks to international collaboration increative development and a seamless worldwide productionnetwork, FremantleMedia’s electrifying new datingshow Take Me Out is well on its way to becoming a majorglobal format.The concept was first conceived by the team at FremantleMediain France, who then worked with their international developmentcolleagues to refine it into the provocative, visual and funny hitdating format which is rapidly taking the world by storm.Take Me Out embodies the dating process: a single manenters an arena of 30 single ladies and strives to win their affectionsin a series of entertaining segments.Take Me Out was among the world’s top five fastest travellingformats in 2009, making its mark in multiple territoriesincluding the UK, the Netherlands, Denmark and Japan. Thereare even two versions of the format on IVM Indonesia – not justTake Me Out but also Take Him Out, which are among the mostwatched shows on Indonesian TV – and a celebrity version willgo to air in 2010.With a number of new international commissions in the pipelineand viewers tuning in from around the world, it’s clear thatFremantleMedia’s hot new dating show is making a remarkablefirst impression.Grégory successfully battles for eastern FranceRTL GroupAnnual Report 200917

The year in reviewSusan Boyle delivers a famous knock-out performanceFremantleMedia — The third season of Britain’s GotTalent, co- produced by FremantleMedia’s TalkbackThames and Syco, was a huge hit in 2009,breaking countless records. It was the mostsuccessful series to date with audiencefigures up 30 per cent on the previousseason. Nearly one-third of the UK populationtuned into the final results show,making it the UK’s highest rated entertainmentshow of the last decade and thenumber one pro gramme of the year withan audience of 18.3 million viewers.The final was won by dance troupeDiversity, but what really captured the world’s attentionwas runner-up, 48-year-old Susan Boyle. Asshe strode onto the Got Talent stage for her first800per centrise in traffic forthe Britain’s gotTalent website,attracting68 per cent ofits traffic fromoutside the ukaudition, nobody could have predicted what was tocome; Boyle’s rendition of the Les Miserables classicI Dreamed A Dream sparked an immediate responseas her powerful voice soared through the arena, liftingthe ecstatic audience from their seats and stunningthe sceptical judges into an awed silence.Boyle’s journey, and the Got Talent format, quicklybecame international household names, inspiringviewers in every corner of the globe as they tunedin on screen and online to watch.The clip of her performance attractedhundreds of millions of views on YouTubealone. The Britain’s Got Talent website,pro duced by Talkback Thames Digital, experiencedan 800 per cent rise in traffic,bringing increased shared revenue forbroad caster ITV, production partner Sycoand FremantleMedia. Interestingly, the sitewas attracting 68 per cent of its traffic fromoutside the UK, another indicator of theglobal appetite for talented acts like SusanBoyle, and FremantleMedia’s ability as storytellers totransform an inspiring moment into an internationalentertainment phenomenon.RTL GroupAnnual Report 200929

The year in reviewRTL Radio FranceIn August 2009,Christopher Baldelli took overas CEO of the RTL Radio familyof stations in France. At the end ofthe year we caught up with himto talk about his first few months inoffice, and ask about hisplans and priorities for the year ahead.length and breadth of France for the quality of its information,entertainment and current affairs shows and programme hosts.Nothing’s changed there. But they did make some major changesfor the new season’s grid in September. For instance, therewere adjustments to the key news anchors, and some new facesas well. Christophe Hondelatte hosts the evening overviewRTL Soir, and Elizabeth Martichoux and Jerome Godefory workwell as a duo for RTL Midi. And at weekends, France’s favouritejournalist Harry Roselmack has joined the team.Of course, these days, radio is about much more than whatcomes out of your transistor set. “Yes,” says Christopher, “wepromote events, we sell merchandise, we provide web and mobileradio. But what makes all these things possible is having thestrong brand in the first place. And then the events and dealssimply improve our leadership and brand recognition.” Tie-upsand interviews with the likes of Madonna, Prince and PaulMcCartney all keep the family’s brands − the flagship stationRTL plus the two music stations Fun Radio and RTL 2 − in everyone’sminds, as does promoting concerts such as the Starfloorevent with Shakira in November 2009. In addition to theconcert revenues, the company profits from the broadcast, andsales of CDs and DVDs. Are music stations still a good model?“We’ve shown they can even improve their results,” says Christopher.“With so much music available, people still need and enjoyhelp with selection.”“We need to be in the best possible shape for the future, so wecan face any kind of situation,” is Christopher’s overriding aim:“We have to be more competitive, and perform above the marketin every possible way – audience ratings, financial results, internetsuccess, efficient costs, everything. Being the leader is satisfying,but it doesn’t mean we should rest on our laurels. Whether it’sthe competition, new technology, or a changing economicsituation, we need to prepare for the years to come.”Within that overall aim, there are two other priorities: to maintainRTL’s position as the leader in French radio, and to improveprofitability. Although it’s early days, the latter aim has alreadystarted to take shape and the end-of-year results were betterthan forecast. Structural changes reduced costs, while audienceratings and advertising revenues improved towards the end ofthe year – with December’s revenue higher even than pre-recessionDecember 2007.“That was a consequence of positive scheduling changessince September,” explains Christopher. “By the end of 2009 thegap in audience ratings between RTL and the second-rankedstation was the highest for over ten years. To maintain that gapwould be a good performance.” Of course RTL is known theOn the internet, RTL is still the number one radio website, and onmobiles, they have launched three new apps on the iPhone, onefor each station, offering not just live radio but archives, podcastsand information. Sports betting is another area for potentialdevelopment. Clearly RTL has a great tradition in sport, with wellknowncommentators, and sports stars like football World Cupwinner Bixente Lizarazu as presenters, plus the internet stationRTL L’Equipe. As the betting market may be deregulated thisyear, RTL could partner with bookmakers to provide a service.Then there is corporate responsibility. Again it’s an areawhere the strong brand can prove beneficial – in this case forcharitable and ethical activities. In turn the brand can enhanceits reputation and recognition. In Christopher’s words: “OurJournées RTL Emploi – or Job Creation Days – show just howclose the relationship is between RTL and our audience. In responseto the economic crisis we dedicate one day a month toemployment. In November we had more than 35,000 job offerson the website. And with a show like Expédition RTL, the environmentalawareness programme, it’s not just about the story,it’s showing people how to adapt, and find a solution.”All in all, Christopher’s plans already seem to be takingshape, though he’d be the first to admit that staying in shape tobe the leader is an activity that never ceases. One thing’s forsure, though – whatever Christopher can see in his crystal ball,it’s clear he intends to be ready for it.RTL GroupAnnual Report 200934

The year in reviewrtl lëtzebuergWanns de epes kanns, or ‘When you know how to do it’, is RTL Télé Lëtzebuerg’sversion of the smash-hit Got Talent format. And just like its forefathers,it promises to be a viewers’ favourite. Wanns de epes kanns is about more than singing anddancing. It might be a comedy routine, impersonations, a magic act or sporting prowess.It’s all talent, and the programme showcases it all. And as well as drawingmany viewers from February through to April 2009, the auditions, best bits and extrafeatures were available on RTL.lu to help viewers decide who to vote for.rtl nederland — In October 2009, RTL Nederlandlaunched RTL Lounge, its first special interestchannel, a digital offering aimed primarily at today’syoung women. It has already become the mostviewed digital channel of the country.Launched initially on the UPC and Ziggo cablepackages, RTL Lounge is based on drama seriesand lifestyle programming, with the prime-timelifestyle slot covering a different theme each day ofthe week – cooking, beauty and fashion, living,travel, and love and life. It’s a mix of popular RTLshows such as Gooische Vrouwen, Nigella Bites,Project Catwalk and America’s Next Top Modelalongside its own exclusive programmes such astelenovela Lotte and travel magazine Rough Guides.In addition to catching up on repeats of thepopular soap Goede Tijden, Slechte Tijden (GoodTimes, Bad Times), fans can watch the new episodeson RTL Lounge before they show on RTL 4.According to Nicolas Eglau, Senior VP BusinessDevelopment, Strategy & Thematic Channelsat RTL Nederland: “The schedule is designed tocomplement RTL Nederland’s existing channels.We looked at the market and found plenty of maleorientedchannels but no local, high-quality specialinterest channel for women.” Nicolas goes on tosay: “The first 100 days exceeded our expectations.In December we attracted more than 1.3 millionviewers, 25 per cent more than in November. Intotal, more than half of all those who can receiveRTL Lounge actually tuned in.” Such is its earlysuccess, that the new channel became the officialpartner to spring’s Amsterdam International FashionWeek, sponsoring the catwalk programme andbroadcasting live from the show.The channel also works hand in hand withnewly launched digital radio station RTL LoungeRadio – aimed at the same audience – andwhich also marks a return for the RTL brand tothe Dutch radio market. Says Nicolas: “The radiostation airs a balanced musical selection 24/7,and allows us to offer advertisers a comprehensiveTV, radio and internet package to reach a youngcontemporary female audience.”Project Catwalk, one of the popular showson the new Dutch channel, RTL LoungeRTL GroupAnnual Report 200937

The year in reviewHindenburgwas filmedusing a life-sizereconstructionof the gondolaMediengruppe rtl DeutschlandFremantleMediaScriptwriters Johannes W Betz andMartin Pristl tell the gripping tale ofthe most famous airship of all time.The Zeppelin LZ 129 Hindenburgcrashed and burned in front ofthe world’s eyes in May 1937. Stillno one really knows why.RTL Television, Teamworx and EOS Entertainmentare co-producing a two-partmovie epic, Hindenburg, chronicling thedrama and introducing a great love storyagainst an impressive historical backdrop.The making of the film, set for releasein 2011 is currently in full flow, withPhilipp Kadelbach in the director’s chair.In November 2009, RTL Televisionand Teamworx invited a lucky few ontothe set for the inside story on this hugelyimpressive project. How and where is itbeing made, and at what cost? Who arethe stars? What can the audienceexpect? Let’s find out…Like many blockbusting movies,especially those tackling subjects of sucha size, Hindenburg will include expertComputer Generated Imagery (CGI).Telling the story of one of the largest“We don’t have towigglethe camera.We can wigglethe cabin.”Producer Sascha Schwingelaircraft ever built, and recreating itscatastrophic demise, would be highlydangerous and almost impossible withoutit. What’s truly impressive, though, isthe cross-section of the zeppelin underthe 23-metre high roof of Cologne MMC,the largest studio complex in Europe.The life-size reconstruction of the‘gondola’ includes the promenade deck,passenger cabins, the bridge andseveral other sections – all in extensivelyresearched minute detail. “What you seehere is largely modelled on the original –even the furniture and the aluminiumpiano,” explains producer Katrin Goetter.The only major difference is some of thepassenger cabins are four times theiroriginal size, but this is simply so a filmcrew can actually fit into them!There is even a rain machine insidethe studio to recreate the storm theHindenburg travelled through on its finalvoyage. And for the crash scenes, theentire gondola can be hydraulicallytipped through 45 degrees. “We don’thave to wiggle the camera,” saysproducer Sascha Schwingel. “We canwiggle the cabin.”Adapted for English language byPhilip LaZebnik, the film can be marketedmore effectively on an international level.German actors play German characters,while English-speaking stars, includingLauren Lee Smith and Greta Scacchi,take on the English parts. And veteranactor Jürgen Schornagel believesdirector Philipp Kadelbach is definitelyin the top five he’s ever worked with.He’s worked with 126 directors in histime, so that’s some accolade. Jürgengoes on to say, “I’ve never workedanywhere where the morale was sogood. It means everyone makes evenmore of an effort than usual.”The Teamworx trademark love storycompletes the epic Hindenburg tale,but we don’t want to spoil film-goers’enjoyment by leaking the details. Sufficeto say it’s the icing on the cake for aremarkable movie.The combination of expert CGI,detailed reconstructions of the originalairship and a star-studded cast promisesa truly breathtaking movie phenomenonwhen the two-part film is released in2011. “It is an extraordinary project,”says Barbara Thielen, Head of FictionalProgramming at RTL Television, “andexpectations are accordingly high, but I’msure we’ll meet them.” Hindenburg certainlybears all the hallmarks of a majorfilm event and a significant achievementfor both RTL Television and Teamworx.RTL GroupAnnual Report 200938

The year in reviewrtl Radio FranceW9 in France has teamed up with RTL-TVI inBelgium to bring a version of the hit UK formatThe X Factor to an even bigger audience.The French-Belgian adaptation first aired inlate September 2009, and immediately had animpact on audience share for both channels.This share grew and grew throughout the format’sfirst season on W9 and RTL-TVI as thestakes got higher and the tension grew for bothviewers and contestants.On W9, The X Factor series attracted 7.6per cent of the 25 to 34 age group. Even on itsfirst appearance on RTL-TVI, the show drew19.4 per cent of total audience, and a remarkable39 per cent of viewers aged 15 to 34.In France “It’s the top entertainment show ondigital terrestrial TV (DTT) by far,” says ThomasValentin of Groupe M6, “and the first time such ashow has been on DTT. It’s a big step forwardand shows clearly the second generation channelscan carry more important content.”Created in 2004 by Simon Cowell and producedby FremantleMedia, The X Factor hasbecome by far the biggest talent show on UKtelevision. In 2009 it achieved a record audienceof nearly 14 million viewers, and the formathas become a hit in 16 countries.The simultaneous launch of the adaptedformat in France and Belgium represents a cultureof collaboration across RTL Group, and itssuccess a great achievement for M6 Groupe’sW9 and RTL-TVI.In France, RTL Radio’s ability to attract thebig names – whether in politics or showbiz –knows no bounds. This time, the radio stationpartnered musical genius and pop showman,Prince, in organising two concerts under theglass roof of the Grand Palais in October 2009.Prince unexpectedly chose the Grand Palaisas the venue for his sell-out All Day, All Nightshows, after falling in love with the buildingduring an appearance for Chanel at FashionWeek. The real surprise, though, was when −having completed an interview − he gave animpromptu intimate performance for just 100lucky fans at the radio station’s Grand Studioon rue Bayard.RTL GroupAnnual Report 200939

The year in reviewFive GroupAs traditional TV advertising markets declined in 2009,it was clearly time to ramp up work on broadening revenue streams.Five has had some success in a number of areas ripefor growth – gaming, events, advertiser-funded shows,merchandising and competitions.As the UK regulator Ofcom relaxed the rules on teleshopping, which includes gaming,Five became the first UK national terrestrial broadcaster to take advantage.A commercial airtime deal saw Net Play TV use Five’s late night shopping windowto broadcast Supercasino.com, a live interactive roulette game, which brings inrevenue and saves on programming costs.Five also launched two new online products, Five Casino and Five Bingo,working in partnership with Party Gaming. The Free Bingo Show, an hour-longprogramme which airs on the internet every weekday, helps raise awareness ofthese additional online gaming services.Another new off-air revenue opportunity came from events activity. A greatexample is The Gadget Show Live – a three-day event based on the popularfactual series, with both show and event sponsored by PC World. It took place atthe huge National Exhibition Centre in Birmingham, and not only were the 30,000tickets sold in advance of the event, it also won the Association of ExhibitionOrganisers’ award for Best Consumer Launch. According to Kelly Williams, Five’sDirector of Sales: “It will now be an annual event. We’ve added an extra day for2010 and already sold out the whole show.” Similarly, Milkshake! Live is a successfultheatre tour that features characters and presenters of the popular children’stelevision strand. Five holds a share of the licensing rights, and so also earnsrevenue from merchandising sales based on characters from Milkshake and otherchildren’s programming.Advertiser-funded shows can also increase revenue – as seen with the popularcookery series Chinese Food In Minutes. The programme is paid for by PremierFoods, which own the Sharwood’s brand of cooking ingredients. But while productplacement is currently prohibited on UK television, short clips in which thepresenter can be seen using the ingredients were also filmed for both the Five andSharwood’s websites. Similarly, Nintendo partnered with Five on a prime-timegame show, Britain’s Best Brain. It was supported by a marketing campaign topromote software for the Nintendo DS console.Finally, on-air phone-in competitions remain a significant source of additionalrevenue. Says Kelly Williams: “Broadcasters have put their house in order aftersome recent problems and consumer trust has clearly returned – these bring ingood revenue for us over the year. We run ‘watch and win’ quizzes relating to theaction before and after some of our US drama shows, as well as popular in-showcompetitions in brands such as Extreme Fishing and Fifth Gear.”RTL Klub — In tougheconomic times, advertisersneed to be astute withtheir spending. In Hungary,RTL Klub’s creative salesteam has developed a wayfor them to be just that.Two fresh-thinking ideas havehelped attract a wide rangeof clients. Offer of the dayappears as a 15 to 20 secondspot with high-definition andco-branded imagery, runningfor one or two days aspart of scheduled commercialintervals. With this format,the advertising client and theTV channel co-operate topromote a special offer. It alsolinks to online spots. Meanwhile,the exclusive Endsplitslots feature on the end creditsof RTL Klub programmes,taking advantage of previouslyunused space for excellentadvertising coverage. Endsplitcombines the benefits of commercialspots and sponsoring.Left: Zoë Ball and JamieTheakston, hosts ofBritain’s Best Brain, dosome thinking. Whilebelow, popularMilkshake characterscatch up on the newsRTL GroupAnnual Report 200940

The year in reviewTOPPINGTHE RATINGSRTL TelevizijaBased on the British formatRamsay’s Kitchen Nightmares,RTL Televizija’s versionJezikova Juha, starringCroatian chef Stephan Macchi(pictured above)has been a greathit in its first season.Twelve episodes followstephan on his mission to helprestaurants in trouble – andlike Ramsay, he doesn’t mincehis words. But then his mustwatchcrusade is a tough one:Bring back the customersand save the restaurants frombankruptcy.The British kitchen nightmareshow has already provenhugely popular in France ondigital channel W9 and ingermany on RTL II, while localadaptations have been a hit onRTL Television in Germany,and in Greece on Alpha TV.Groupe M6 — Girondins de Bordeaux, the football club owned byGroupe M6, won the coveted French triple in 2009. That’s the FrenchLeague Cup, the Champions Trophy and the Ligue 1 championship –a remarkable feat they’ve been working towards for ten years.Late evening on Saturday 30 May, Girondins de Bordeaux beat rival Caento become Ligue 1 winners. Eleven successive wins at the business end ofthe season saw Laurent Blanc’s side clinch the title and earn its place in theUEFA Champions League.To make the season even more momentous, the ‘Marine et Blanc’ alsolifted the French League Cup and the Champions Trophy – much to loyal supporters’joy. “A perfect season ten years in the making,” says Groupe M6 CEONicolas de Tavernost, “I’m one happy shareholder.”Ambitious yet prudent management of the club under M6 ownershiphas rewarded fans’ loyalty and kept its balance sheets healthy.Of the shrewd and stable shareholder, club chairman Jean-LouisTriaud says, “We share a combination of passion and logic withM6. Neither party is prepared to risk our ‘plaything’.”Groupe M6 has been the main shareholder of FC Girondinsde Bordeaux since 1999, its resources and expertise helpingthe club work towards this momentous triple. In 2008, M6 andGirondins launched a TV channel dedicated solely to the cluband its supporters – and recently released a 248-page booktelling the full story of the club from 1881 to 2009’s glory.RTL GroupAnnual Report 200941

The year in reviewMediengruppe RTL DeutschlandSeveral key websites of Mediengruppe RTL Deutschlandhave been revitalised and relaunched. The makeovers,including greater use of video content, will raise theironline presence and help reach a wider audience.RTL.de has a new layout and structure, with morenews topics, sports, human-interest and celebrity stories.There’s also more video content, often as a visualcue or ‘teaser’ to the stories.“As broadband speeds up, and more people haveaccess to it, we’ve made video – our core business – apriority in our relaunch,” explains Matthias Büchs, Headof the Online and Mobile Department at RTL Interactive.The celebrity news portal, VIP.de, blossomed afterits relaunch in August, with 44 per cent more visits inOctober than September – that’s 2.6 million visits. Thenumber of video views tripled during the same period.The first German news channel N-TV celebratedN-TV.de’s tenth anniver sary in 2009 by streamlining theonline user experience and strengthening its position asone of Germany’s most successful news sites. With moreand more programming available online, the number ofvideo views doubled compared to 2008. Aiming tobecome one of the top three investor portals in Germany,N-TV’s Teleboerse.de has a new look and feel, too.Its overhaul brings a balanced and user-friendly resourceof business news, stock prices and expert opinion.RTLspiele.de, the popular gaming portal, has a freshdesign and a new online community where gamerscan compete ‘virtually’ and aim for high scores, funprizes and even virtual trophies. There’s also a widerrange of games, covering all gaming tastes.Grupo Antena 3Goodbye TV broadcasterAntena 3. Hello integratedmedia company Antena 3.0.The addition of that extrapoint zero hints, of course, atthat digital world we exist innow. But it also accentuatesthe three, which can meanthree channels – Antena 3,Neox and Nova – and threescreens: television, computerand mobile.Bernd Reichart, Antena 3’sDirector of Digital Channels,takes up the story: “3.0 positionsus as the first broadcasterwithout limitations.We’re not one channel feedinga TV set. Everything we have,we want to bring to our audience,whenever and wherever,and so the web is our ally, notour enemy.” The strategy hasworked well, with Antena 3finishing 2009 as the leadingprivate channel in Spain in thecommercial target groupof viewers aged 16 to 54.“Our main driver is to givethe viewers what they want,”says Bernd, “our fiction showsare strong in the younger demographic,and this audience reallyuses the web, whether just tocatch up with what they missed,or re-live the best moments anddiscuss the shows on webcommunities. Early feedbacksuggests our audiences are intune with what we’re doing.They appreciate there’s lots ofextra content on the web, andavailability is good.”The programming of thethree channels is designed tobe complementary, and thesecond generation channelsAntena Neox, with a slightlymale focus, and Antena Nova,more for females, betweenthem now capture almost 3 percent of the national 16 to 54audience, and account for15 per cent of TV advertisingrevenues. Advertising sales arehelped by the innovative policyof selling bundles across allthree channels, all synchronisedwith each other, offering advertisersa greater impact to awider range of viewers. All threechannels also have a joint weband mobile presence, but eachwith its own branded portal.“The strategy confirms ourposition as the channel foryoung people. We wanted tobe best in class for serving theaudience. And I think we are,”Bernd Reichart concludes.RTL GroupAnnual Report 200942

The year in reviewMediengruppe RTL DeutschlandChanges to Formula 1 rules andtechnology really shook things up for the2009 season, which proved to be oneof the most openly contested andexciting championships in recent history.Long-standing enthusiasts, RTLTelevision also introduced a range ofchanges, making coverage morein-depth and accessible than ever before.“Formula 1 is perfect for people whoenjoy suspense, technology, speed, fiercecompetition and high emotion in motorsport.The changes to the rules for 2009 reallyinvigorated the sport,” says Manfred Loppe,Head of Sports at RTL Television. The channelcreated a new layout and refreshed itsgraphics to herald the beginning of anexciting new era. “And in terms of content,”Loppe says, “we led the viewers to the heartof the action on the track and even furtherbehind the scenes for new insights. Forexample, we took our cameras to the garages,the team buses and kitchens – even thedrivers’ physiotherapy rooms. We tookthe audience much closer to the drivers andthe previously secret places of Formula 1.”And while the sport has adoptedmore environmental and social responsibilityin its operations, so too has RTL Television.A new production, engineering and logisticsregime for 2009 saved time, weight, manpower,air miles, and ultimately cost – whilethe quality of coverage and the viewer experiencehas, if anything, improved with thenew features. For example, the channel hasdeveloped a new, ready-wired productionsuite in a container for overseas races,which is much easier to transport. “Once itarrives on location, it simply needs hookingup to a power supply,” explains Loppe.The 2009 season kicked off inMelbourne, Australia, in April, and wasRTL Television’s 19th successive seasoncovering Formula 1. The truly gripping championshipwas brought to RTL Television viewersby former world champion Niki Lauda,presenter Florian König and race commentatorsHeiko Waßer and Christian Danner.The Grand Prix of China on 19 April2009 was a huge milestone − RTL Television’s300th broadcast of a Formula 1 race. Since1991’s Grand Prix of France, the channelhas racked up 101,000 minutes of F1 broadcasting,enjoyed over the years by well overtwo billion viewers. Manfred Loppe explainsRTL Television’s long-term affinity with F1:“Formula 1 really developed as a brandalongside RTL Television, which has addedto our reputation over the years and given usgreat ratings. We share a success story anda very close partnership with the sport.”To add to the F1 enthusiast’s experience,RTL Interactive has introduced livestreams of Formula 1 races to its iPhone appRTL Pole Position. Now iPhone users can accessthe same live streams of Grand Prixweekends as visitors to RTL.de. The applicationis free from the App Store, and includes alive ticker, news, facts, images and videos forF1 fans to enjoy on the go. “RTL Pole Positionkeeps F1 fans abreast of the latest developments,even when they’re on the move. It willincrease our reach to mobile inter net usersusing iPhone,” says Robert Fahle, Headof RTL Mobile, “and it’s an attractive targetgroup for our advertising partners.”There’s a crowd-puller for the 2010season, too. None other than seven-timeworld champion Michael Schumacherreturns to F1 and gets behind the wheel foranother shot at the ultimate driver accolade.And RTL Television will be there to chart hisprogress through another gripping title race.RTL GroupAnnual Report 200943

The year in reviewTHE REDCARPETStars and personalities acrossRTL Group trod a familiar path along theaward ceremony red carpets in 2009.Over the next few pages we highlightjust some of the many honours accumulatedjessica schwarzAt the Bambi Awards in Potsdam, JessicaSchwarz receives recognition as thisyear’s Best German Actress for herperformance in Romy, aPhoenix Film productionabout the acting iconRomy Schneider. TheBambi is one of Germany’stop media awards.

The year in reviewBAVARIANTV AWARDSGreat successesat the Bavarian TV AwardsRTL Television’s series Doctor’s Diary – Männersind die beste Medizin won two Bavarian TVAwards (Bayerischer Fernsehpreis): Best Scriptwent to screenwriter Bora Dagtekin (pictured left),while Diana Amft won Best Female Actress, Seriesand Mini-Series. Director Roland Suso Richter(pictured above, with trophy) accepted this year’sspecial award for the dramatic Teamworx filmMogadishu, while Ken Duken was honoured asBest Actor in a TV Movie for his performancein the Teamworx production Willkommen zuhause(Welcome Home).BaftaTV AWARDSFour Baftas for Talkback ThamesThe production company won an impressive four Britishtelevision awards at the ceremony in April, having beenthe most-nominated independent production company withten nominations. The Bill overcame competition from someof the UK’s most popular shows to win the ContinuingDrama award for the first time, while The X Factor took homethe Entertainment award for the third time. The IT Crowdwon the Situation Comedy award in a very strong category,while Stephen Dillane won Best Actor for The ShootingOf Thomas Hurndall. Said Lorraine Heggessey, CEO: “This isa tribute to the extremely high standard we achieve acrossa wide range of productions.”Nicolas de Tavernost has been awardedthe prestigious Manager of the Yearprize by weekly magazine Le nouvelEconomiste. The magazine cites hisstrong enthusiasm and keen senseof command as qualities needed to“transform a television network into amulti-enterprise,” referring to the diversificationthat leaves the M6 channelitself now responsible for less than halfof Groupe M6’s revenue.RTL GroupAnnual Report 200945

The year in reviewMOREHONOURSLe Petit NicolasM6’s animated series Le Petit Nicolas(Little Nicholas) won the prestigious Laurierde la jeunesse award for its significantinvestment in French animation production,also recognising the development of a workof cultural heritage for this adaptation of aFrench masterpiece.EmmyAwardsFive TP de Oro AwardsAntena 3 took home five prizes from the 37thTP de Oro Spanish TV awards – more thanany other broadcaster. Matías Prats wonbest news presenter for the sixth consecutivetime, the most-awarded presenter ever. Hisprogramme, Noticias 2, won Best News Programmefor the fifth year in a row. In addition,Amparo Baró of the series El Internado, wasnamed Best Actress, Megatrix won theaward for Best Children’s and YouthProgramming for the third time, and digitalchannel Antena Neox won the award for bestDTT channel.Rias TV AwardRTL Television’s Editor-in-ChiefPeter Kloeppel won the 2009Rias TV Award, a transatlantic mediaprize honouring productions thatmake an outstanding contributionto relations between Germany andthe USA, for his feature Amerikazwischen Angst und Aufbruch(America Caught Between Fear AndThe Dawn Of A New Era), portrayinga ‘divided country’ before the 2008presidential elections.Four Emmy Awardsfor American IdolAmerican Idol nabbed more awards than ever before at thisyear’s 61st Emmy Awards ceremony, including Bruce Gowers(above) for Best Directing. The show had already won awardsfor Outstanding Lighting Direction, Outstanding Art DirectionFor Variety, Music or Non-Fiction Programming and OutstandingTechnical Direction.France’s favouritejournalistsRTL Radio France’s journalists performedwell in a survey carried out for the website ofthe Journal du dimanche. In the radiocategory the winner was the combativeJean-Michel Aphatie, who leads the politicalinterview every morning. Vincent Parizot, thepresenter of RTL Matin, took fifth place.Another journalist, Harry Roselmack, whoairs a Saturday show for RTL Radio –France’s leading radio station – won firstplace as the favourite journalist in all media.BaftaTV AWARDSTalkback ThamesThe X Factor host DermotO’Leary holds aloft the BAFTAaward for Entertainment. Alsopictured is Stephen Dillane –Winner of Best Actor for TheShooting Of Thomas Hurndall –with Lindsay Duncan whopresented his award.

GermanTV AwardsGolden SupertalenTAmerican choreographer andmodel coach, Bruce Darnell,a judge on Das Supertalent,holds a Golden Camera Award.Best TV Movie, series, comedyThe Teamworx production about thehijacking of Lufthansa’s Landshut aircraftwon the top German TV Award (DeutscherFernsehpreis). Pictured are Nico Hofmann,CEO of Teamworx and Christian Berkel,the actor who played former chancellorHelmut Schmidt in the movie.RTL Television also won two German TVAwards. Der Lehrer won Best Series, withHendrik Duryn, the main character,pictured here, while TV Helden won theaward for Best Comedy.Das Supertalent (Got Talent) won a GoldenCamera Award (Goldene Kamera) forBest Entertainment. The show set a new recordin 2009, attracting 33.2 per cent of the 14 to49-year-old viewer market, making itGermany’s most popular show among this targetaudience. Here in the background,happy with the success, is one of the panel ofjudges, Sylvie van der Vaart.Golden AdviceThe Golden Camera Readers’ Choice award,elected by readers of the TV programme guideHörzu, went to celebrity chef Christian Rach,whose entertaining programme helps strugglingrestaurant owners turn their businesses around.RTL GroupAnnual Report 200947

Corporate responsibilityRTL GroupAnnual Report 200948

Corporate responsibilityHelping, informing, promoting solutions.As the leading European entertainment network,RTL Group is aware of its social responsibility.And it takes that responsibility very seriously.Columbian pop star, Shakira,opens a school for 1,800 pupils in her home townPeople within RTL Group raise significant amounts of money for charity. But as an organisation, we raise awareness ofimportant issues, too. To do both, RTL businesses get involved in a wide range of initiatives spanning many countries.And in doing this, they help people and communities all around the world. Television and radio can truly be a force for good.RTL GroupAnnual Report 200949

Corporate responsibilityFollowing the devastating earthquake in Haiti, RTL Radio reporterPhilippe Antoine was one of the first on the sceneShortly after the earthquake hit Haiti on 12 January 2010,RTL Group began calling on its viewers and listeners to donatefunds. In less than two weeks, RTL Group companies helped toraise over €45 million for emergency and long-term relief.In the Netherlands, RTL’s flagship channel RTL 4 teamed upwith public broadcaster Nederland 1 and commercial channelSBS 6 to simultaneously broadcast the charity programme NederlandHelpt Haiti. This raised €41.7 million in donations, whichwas matched by the Dutch government. Most commercial radiostations, including RTL Nederland’s Radio 538, also supportedthis joint initiative.Grupo Antena 3 in Spain launched the Ayuda a Haití campaignto raise funds via text messages. Within 48 hours, thecampaign had generated €1.3 million in donations, which wentdirectly to the Red Cross.In Germany, Mediengruppe RTL Deutschland launched atrailer campaign on RTL Television, Vox, N-TV and Super RTL.So far, viewers have donated more than €3.1 million. In additi-RTL GroupAnnual Report 200950

Corporate responsibility“The courage shown by the Haitianpeople in the face of such adversityhas been a humbling lesson to me,and one that I will remember.”on, the company’s charity foundation had given €100,000 fromits own emergency relief fund. Among other things, this moneywill be used to rebuild the orphanage in Trichet, which was sponsoredby an RTL Spendenmarathon, but completely destroyedin the earthquake.In France, Groupe M6 and RTL Radio teamed up with thenewspaper Le Figaro for the campaign Sauvons les enfantsd’Haïti, raising money for the rebuilding and running of orphanages,kindergartens, schools and clinics. M6 also ran a trailercampaign, in which its news anchors called on viewers to supportUnicef’s relief efforts. RTL Radio’s special correspondent,Philippe Antoine, was one of the first reporters to reach Haiti, andkept listeners informed in the days following the disaster. Speakingshortly after his arrival, he said, “The devastation in Haiti isfar worse than anything I’ve seen before. It’s extremely harrowing.”His heartfelt contributions to a blog have also raised muchawareness, and paying tribute to the people of Haiti, he said,“The courage shown by the Haitian people in the face of suchadversity has been a humbling lesson to me, and one that I willremember.”In Belgium, RTL and the public broadcaster RTBF, organiseda joint fundraising programme. The show SOS Haïti was aired simultaneouslyon RTL-TVI and RTBF 1, and also ran on the radiostation Bel RTL and the website RTLinfo.be, to raise €198,000.In addition to raising money, RTL Group’s TV channels andradio stations have been reporting extensively from Haiti, to highlightthe need for both short and long-term action to help rebuildthis devastated country.Speaking of recent events, Gerhard Zeiler, CEO of RTLGroup, said, “I’d like to say a big thank you to our viewers andlisteners who donated so generously, and to our employees andreporters who have made this possible."Through his foundation and the help of RTL Spendenmarathon,Ricky Martin builds centres in Puerto Rico to help children escapefrom violence and poverty at homeA quick response by Antena 3 to the Haiti disastergenerated € 1.3 million in donations – within 48 hoursThe hugely successful Télévie event has been running in Belgiumand Luxembourg since 1989. In 2009 Télévie raised a record-breaking€8,162,543 and the total amount raised to datepassed the €100 million mark. Télévie collects money to pay forscientific research into leukaemia and cancer. Launching the 21stevent, RTL Belgium’s CEO Philippe Delusinne said, “Télévie isconcerned with what is essential to life: health.”Once again, a number of celebrity guests gave their supportto Télévie, which aired live on several TV and radio stations. Itbroadcast the success of over 900 volunteer-organised activitiesacross the two countries. At one of these events, staff andguests of RTL Group’s Corporate Centre in Luxembourg pedalledon the training bikes in the company’s fitness centre. Forevery kilometre they cycled, the Group gave €5 to the appeal.After eight hours of non-stop pedalling, they clocked up a totalof 8,826 kilometres, with a company donation rounding the sumraised up to €50,000.RTL GroupAnnual Report 200951

Corporate responsibilityAnother huge annual fundraiser is Germany’s RTL Spendenmarathon,which in 2009 supported seven specially selectedchildren’s projects – each with a celebrity mentor and activity.Football star Philipp Lahm holds summer camps for disadvantagedkids, while gourmet cook Christian Rach helps a nutritionalprogramme for children living in institutions. Gute Zeiten,schlechte Zeiten star Susan Sideropoulos is supporting the expansionof RTL’s “Arche” Children’s House in Berlin-Friedrichshain,while pop star Ricky Martin will help build a centre for childrenin need in Loiza in his native Puerto Rico, and moderatorMiriam Pielhau’s project is a school for poor children in Na Nai innorth-eastern Thailand. World swimming champion Britta Steffenis working for severely disabled children on ventilators inWiesbaden, while Hartmut Engler of the German band Pur, issupporting a sports project to prevent violence in Germanschools.As Wolfram Kons, RTL Television Charity Director said whenhe launched the 14th RTL Spendenmarathon live on air, “2.7million children in Germany live in poverty, and their number isgrowing. So every penny raised here will go directly to where it’sneeded.” At this point he reminded viewers that RTL Televisionpays all the administrative, personnel and production costs, soall donations made are passed straight on.Starting on 20 November, the event ran non-stop for 24hours. One way RTL Television supported it was by providingairtime – on the hour, every hour. A number of personalities alsogave their support to the day. The extreme athlete Joey Kelly, cyclingpro Marc Mertens, sports host René Hiepen and marathonrunner John Achtendung all took part in a charity run, covering“2.7 million children inGermany live in poverty, andtheir number is growing.So every penny raised here,will go directly to where it’sneeded.”Clowns for Children in Hospitalshelped to bring a smile to lots of young facesYet again Télévie raised record-breakingsums in Belgium for charity600 kilometres in 3.5 days. Despite the economic downturn,2009’s RTL Spendenmarathon raised a staggering €7,303,085for needy children around the world. This brings the total raisedacross all RTL Spendenmarathon years to over €78 million.But while it’s often these high-profile events that grab theheadlines, there’s more good work happening ‘behind thescenes’. In Australia, for example, FremantIeMedia held a charityevent on the set of Neighbours and donated AUS $25,000to rebuild a community playground destroyed by bush fires.And in Luxembourg, for the third year running, employeesand friends packed Christmas gift boxes for children in need.135 shoeboxes were beautifully decorated and filled with toys,clothes and sweets for children in Romania. While in Croatia,special attention continues to be given to the development ofcorporative philanthropy and assistance to children’s organisations.Since 2008, RTL Helps Children has sponsored projectsto the value of €834,000.Antena 3 got involved in a similar event. Through their NiñosSolidarios campaign they collect shoeboxes filled with toys tosend to children all over the world who are living in difficult circumstances.The campaign aims not just to provide children withtoys, but also to involve entire families in the initiative, and to helpyoung people understand that even small gestures can make abig difference. In total, 30 countries donated a total of 65,000 giftboxes. 30,000 of these came from Spain alone. Antena 3 isalso keen to spread the spirit of reading among children. For thesecond year in a row, on World Book Day, it gave out 2,500books to children in over 40 hospitals across Spain.Super RTL also plays a part. The website Toggo.de providesdetailed information about how children can send their toys todisadvantaged families. And for every donation, Super RTL gives€1 to the ‘Clowns for Children in Hospitals’ appeal. Last yearover 12,000 families got involved.For one RTL radio station, helping people enjoy the finerthings in life is a real passion. RTL Radio in France is well knownfor devoting a significant amount of time every day to various culturalevents, such as exhibitions, music, movies and theatre plays.And literature enjoys a particularly prominent place in the programmingschedule – often providing an opportunity to discussbooks and discover the most prominent new authors of the day.RTL GroupAnnual Report 200952

Corporate responsibilityA host of stars, including Natalie Imbruglia,line up to support the 2009 Concert for Tolerance in Morocco,presented by M6’s Aïda Touihri (pictured above)In 2009, RTL Group continued to capitalise on its ability to raiseawareness and solve real problems. As France’s leading radiostation, RTL Radio attracts over six million listeners each day.And at a time of economic difficulty and growing unemployment,the team at RTL Radio decided to take action. They wanted tohelp with unemployment, and highlight that, even in difficulttimes, there are companies thriving and opportunities arising. Sothey organised a Journée RTL emploi (Job Creation Day) with areally simple formula – to put people looking for work in touchwith people who have jobs to offer.The first Job Creation Day in March was a huge success. Itnot only featured on the evening news, but also attracted theattention of the American broadcaster CNN, who came to Franceto cover subsequent days. But more important than the mediaattention was the phenomenal results – which has led RTL Radioto give the Job Creation Day a regular monthly slot. That decisionseems to be paying off, as every month it attracts more participants.The number of job offers has grown from 6,000 in Marchto 35,000 in November.RTL Group can also use its position as a communicationsnetwork to spread good news. In Belgium, RTL-TVI, Bel RTL andRTLinfo.be have launched RTL Positif, which aims to spread positivenews and advice. It may be a story about a company hiringpeople, or an invention that will make life easier. Whateverthe story, teams at RTL Positif will investigate and announce itthrough the tele vision, radio and internet.Another important message the RTL Group supports is thecelebration of diversity and tolerance. Groupe M6 has shown acommitment to promoting diversity on its television screens, andhas been recognised for its efforts in this area. A report from ClubAverroes, which brings together over 400 media professionals,applauded the work of Groupe M6 saying, “Accurately representingFrench society has always been a policy of Groupe M6.”And as a strong advocate of tolerance, M6 was chosen to be apartner in the Concert for Tolerance, held in Morocco last year.This was a free concert for the local community, which aimed toraise awareness and promote the idea of sharing. Another wayM6 demonstrated its commitment to this cultural gathering wasby providing complete media coverage.RTL Group also wants to inspire young people to think aboutthe issues of integration and migration through the Com.mitAward for Integration. Launched in Germany in 1999, this awardasks school pupils between the ages of 15 and 20 to submitconcepts for films that deal directly with these themes.RTL GroupAnnual Report 200953

Corporate responsibilityRTL Group’s commitment to providing comprehensive and informednews coverage was recently reinforced by CEO GerhardZeiler, who said: “One of our socio-political mandates is to ensurethe communication of unbiased news.”In France, M6 has 100 journalists covering daily news, andanother 200 working on its popular magazine formats such asCapital and Zone Interdite – which are a real strength of the channel.As Thomas Valentin, Deputy Chairman of the Groupe M6 ManagementBoard and in charge of programming and content,pointed out, “We are the only channel to present news magazinesin prime time, and our prime time news show Le 19.45 isthe only major news programme attracting new viewers.”RTL Televizija provided extensive coverage of the 2009 presidentialelections. This included a ‘duel’ between the two candidates,seen by one in four Croatians, and a live election nightspecial. RTL Lëtzebuerg set up a multimedia campaign (TV, radioand internet) to ensure the widest coverage possible of the2009 national and European elections, bringing interviews, indepthdebates, online specials and live reports.Similarly, RTL Television has given extensive time to theGerman federal elections. An election bus travelled acrossGermany to capture the mood, concerns and thoughts of thepeople, and RTL Television also broadcast the only live TVdebate between Chancellor Angela Merkel and her challengerFrank-Walter Steinmeier.In Washington, N-TV journalist Christian Wilp is one of thevery few foreign journalists to have a ‘White House Hard Pass’.“This means I can attend press events even at very shortnotice,” he explains. “They are sometimes announced just twohours in advance.” Wilp can also move freely around the WhiteHouse grounds without escort by security staff, allowing himgreat flexibility when sending live feeds to Germany.Wilp has also joined six foreign correspondents fromCanada, France, Spain, Saudi Arabia, Palestine and Moroccoin setting up a pool of foreign correspondents. “The idea is thatthere is always one of us at events of international relevance,”says Wilp. During state visits in particular, the Foreign PressPool representatives clearly have an advantage over their Americancolleagues: “We often have more background information,”Wilp notes. “When the German chancellor Angela Merkelvisited the Oval Office, I was able to tell all the others who wasin her delegation – as well as provide some additional informationabout her visit. And my colleague from Saudi Arabia wasable to tell us what the Iraqi Prime Minister was saying in Arabicduring his visit.”Bel RTL has also added another string to its bow. WithBelgium’s Herman Van Rompuy becoming the first permanentEuropean Council President, and Belgium assuming the EU’spresidency in 2010, the Belgian radio station has taken the decisionto showcase European news.RTL Radio in France has a strong tradition of hosting leadingpoliticians for key interviews, and radio is very definitelythe medium the French trust most for news coverage. “News isof strategic importance for RTL Radio,” says CEO ChristopherBaldelli. “We put a lot of resources behind it and want to be thebest. It’s this search for excellence that leads to us getting somany scoops.”Top: Claire Barsacq of Le 19.45Bottom: The live TV debate between Chancellor Angela Merkel andchallenger Frank-Walter Steinmeier was also broadcast by RTL TelevisionRTL GroupAnnual Report 200954

Corporate responsibilityThe year 2009 will be remembered for its economicturmoil, with serious job losses in all the world’s majoreconomies as companies foundered or made peopleredundant in an effort to cut costs. Before the year evenbegan, Kai Brettmann, Chairman of RTL Group’s EuropeanWorks Council (EWC) knew it would be a busy one.“Perhaps in other years the EWC would be fighting forimproved social benefits or pushing for higher salaries,”he remarks, “but 2009 was not the time to talk about thesematters. We had one major goal – to safeguard jobs.”Thus, his job in the height of the crisis was toensure he always had a voice when cost reduction strategieswere being discussed by management: “We alwaysask about the effects on people. Are the changes that willhave an effect on personnel always necessary?”While there have been small elements of restructuringaround the Group – and larger ones in Greece andthe UK – on the whole, in Kai Brettmann’s words, “in thecountries where we have long-standing businesses, therehave been far fewer staff cuts than we feared.” Overall,the Group reduced its operating costs by € 371 million –but mostly from programming, not from job cuts.Other promising news relates to the latest EU directivefor pan-European Works Councils, giving them morerights to information and consultation, including the optionof making a statement even before the managementhas implemented a decision. In this regard, RTL Group isalready a trail-blazer with its regular discussions betweenmanagement and the EWC, and has adopted the directivealready, even though it has two years before it must beadopted into the national laws of European countries.FTSE4GoodindexRTL Group cares. And in 2009 this wasformally recognised once again. RTL Groupwas told it remains a member of theFTSE4Good index, the responsible investmentindex. Having been a membersince 2005, this demonstrates RTL Group’scommitment to sustainability.In his letter to RTL Group, Will Oulton,Director of Responsible Investment atFTSE Group wrote, “As a member of the FT-SE4Good index, your company isdemonstrating that you have the policiesand management systems in place tohelp address environmental and socialrisks. Congratulations once again on yourcontinued inclusion.”HelpingprisonersGroupe M6 recently announced thecreation of a corporate foundation thatwill deal with a sensitive subject – lifein prison. It aims to ensure, “inmates leavingprison never have to return.” To that end,Fondation M6 will work with the prisonadministration, its partners, associations andthe inmates themselves. A budget of €2.5million has been set for the next five years toprovide training and rehabilitation for inmates.RTL Group CEO Gerhard Zeiler, Romain Mannelli,Executive Vice President Corporate HR, andKai Brettmann of the EWC, signing the voluntaryaddendum to the European directiveModel ofExcellenceIn April 2009, RTL Group was awardedthe Model of Excellence prize at the 6thEuropean Conference on Promoting WorkplaceHealth. Speaking to 300 participantsfrom 25 European countries, RomainMannelli, Executive Vice President CorporateHuman Resources, said, “I am delightedthat RTL Group has received recognition forits health and well-being programme.”RTL GroupAnnual Report 200955

Corporate responsibilityThegreenlistTHE GREATEST CHALLENGEthe world faces is environmental.While RTL Group is not a major polluter, we are takingaction to measure andREDUCE OURCARBONFOOTPRINTIn 2008, RTL Group started to undertake a group-wide inventoryto assess and quantify its greenhouse gas emissions. Calculatingthis is a very complex process, since it relates to the totalof all greenhouse gas produced in a company’s day-to-day operations.The data includes electricity consumption, transportation,emissions, water use and the use of environmentally relevantconsumables such as paper, toner for printers, batteries andcleaning products.During our second ‘environMINDday’ on 1 December 2009,we presented the outcome of our carbon footprint measurement,delivering a concrete insight into where the group and itssubsidiaries stand – 73,000 tons of greenhouse gas emissionsin 2008. As a service provider and broadcasting group, energyconsumption is by far the largest proportion of this. “Establishinga carbon footprint is a very good start,” commentedDr Achim Schorb from the Institute for Environmental Research(IFEU) in Heidelberg who assisted RTL Group’s carbon footprintcoordinator Tun Van Rijswijck. “Knowing where and how you generategreenhouse gases is the first step to reducing them.”Opening the ‘environMINDday’, Elmar Heggen, Chief FinancialOfficer and Head of the RTL Group Corporate Centre, stated,“RTL Group aims to combine economic success with environmentallyresponsible behaviour. All of our initiatives show thatRTL Group is committed to protecting the environment.”Based on these insights, RTL Group’s environmental taskforce ‘environMIND’ expanded to become a group-wide initiativeearly in 2010. Environmental officers from the various profitcentres met in Luxembourg to discuss the outcome of our carbonfootprint calculation and our efforts to reduce carbon emissions.They agreed to aim to cut carbon emissions by 5 per centfrom the current level in 2010, by 10 per cent in 2012 and by 20per cent in 2020. To achieve these targets, the task force shareda number of best practices and sought the opinions of environmentalexperts. They will continue to meet regularly to encourageeach profit centre to take responsibility for managingtheir environmental protection. “We strive for the prudent use ofnatural resources in all our operations,” Oliver Herrgesell, EnvironmentalChief Officer at RTL Group, noted.In addition to the Group-wide initiatives, things are also happeningat a local level. RTL Belgium, for example, is taking partin Green Day, a community event aimed at raising awareness ofthe importance of protecting the environment, and helping peoplereduce their individual carbon footprint.green programmingBut we recognise we have an even greater power to really makea difference, through programming and our ability to connect withmillions of people around the world. A good example is the supportgiven to Home. This spectacular nature documentary setsout to warn people about the threat to our planet and highlightthe need for action. With a budget of over €12 million, Home features‘bird’s eye-view’ images from over 50 countries, and tooktwo years to make. For its world premiere, Home was releasedsimultaneously, and free of charge, in more than 50 countries andin all media – TV, internet, DVD and in theatres – to help it reachthe widest possible audience. And the launch date of 5 June2009 was chosen to coincide with World Environment Day.At a press conference, the film’s director, Yann Arthus-Bertrand, made a plea for action, saying, “It’s too late to be pessimistic.”Radio station Bel RTL played its part – supporting theRTL GroupAnnual Report 200956

Corporate responsibilityIntensive discussions about the results of the carbon footprintmeasurement at RTL Group’s second ‘environMINDday’launch by giving away books and DVDs to viewers. On the sameday, N-TV hosted the exclusive German TV broadcast. InBelgium, Club RTL broadcast the film and also made it availableon the unit’s video-on-demand platform. RTL Radio in France alsomade a real effort to promote the film. But one television stationwent a step further. RTL Télé Lëtzebuerg decided to dub thefilm into its own native language: Lëtzebuergish. Speaking of thisdecision, the TV station’s manager Steve Schmit said, “Of courseit was a major investment, but it was our way of doing our bit.We wanted to present this film to our viewers in their own language,in order to reach more people.”Another example of broadcasting important messages isExpédition RTL, RTL Radio’s social and environmental awarenessprogramme in France. It sees the station’s special correspondentshead to the four corners of the globe to highlight importantissues. Each expedition has its own special day on air and featureson RTL.fr to inform listeners about these important topics.In November 2009, the Expédition RTL team ventured throughthe Democratic Republic of Congo, home to the world’s secondlargest rainforest. Further destruction of the Congolese rainforestwould be an ecological disaster, so RTL Radio dedicated a dayto the problem of deforestation, the consequences of this for climatechange and the threat it poses to endangered species.In another show, the team visited Iceland. As reporter PatricGabard explained, “This year we are focusing on renewableenergy sources and Iceland is a good example to follow.” Itproduces all its own electricity and most of its heating throughgeothermal energy and hydroelectricity. This means 71 per centof Iceland’s energy is from renewable sources. Another positiveprogramme saw the Expédition RTL team visit Costa Rica, toshow the exemplary role it has taken in the fight against globalwarming. It’s a small country with 4.5 million inhabitants, yet it representssix per cent of the world’s biodiversity. Government incentivesfor reforestation mean that 50 per cent of the land is forestedas opposed to just 21 per cent in the 1970s. Costa Ricais also a pioneer in ‘ecotourism’, currently attracting some twomillion ‘ecotourists’ each year. The decision they took to linkeconomic development to the protection of nature is certainlyworking. Other expeditions have highlighted melting glaciers atthe summit of Mont Blanc, the effects of global warming in Alaska,the problems of waste in India, depleted fish reserves in Japan, thedrying up of the Aral Sea in Uzbekistan and pollution in China.In January 2010, RTL Radio’s hugely successful Job CreationDays in France ran an initiative to promote jobs linked to greengrowth, focusing solely on jobs linked to the environment andsustainable development.The themes of eating organically, consuming without pollution,producing ones own electricity or building an environmentallyfriendly house were also taken up by Groupe M6. The informationprogramme, Capital, was given prime time and attracted over4.4 million viewers. In addition, M6’s celebrity chef Cyril Lignac isembarking on a crusade against unhealthy eating. Under the premise,“Working together, we can eat better for less” he provesthat people can eat healthily without spending a fortune.In addition to these and many other ‘green’ programmes,RTL provided extensive coverage of the 2009 Copenhagen summit.In the Netherlands, for example, RTL Nieuws featured tenclimate-related stories in ten different parts of the world duringthe two weeks of the summit. RTL Radio France created aspecial dossier on the event – summarising the issues at stake,the decisions made and the failures of the summit. And N-TV inGermany made the summit a priority in its news coverage, asdid Alpha TV in Greece.So whether through our reporting or programming, we knowwe have the power to effect change. But this responsibility is nevertaken lightly.RTL journalists cover many of the world’s environmental hotspotsmaking people aware of issues important to us allRTL GroupAnnual Report 200957

OperationsTelevisionFree-TV pay-TV TV ServicesGermany RTL Television 100% RTL Crime 100% CBC 100%Vox 99.7% RTL Living 100% Info Network 100%RTL II 35.9% Passion 100%Super RTL 50%N-TV 100%France M6 48.5% Paris Première 48.5%W9 48.5% Téva 48.5%RTL 9 1 35%Netherlands RTL 4 1 73.7% RTL Lounge 1 73.7%RTL 5 1 73.7%RTL 7 1 73.7%RTL 8 1 73.7%United kingdom Five 100%Five USA 100%Fiver 100%Belgium RTL-TVI 1 66%Club RTL 1 66%Plug RTL 1 66%Luxembourg RTL Télé Lëtzebuerg 100% BCE 100%Den 2. RTL 100% Enex 76.4%Croatia RTL Televizija 74%Greece Alpha TV 70%Spain Antena 3 21.6%Antena Neox 21.6%Antena Nova 21.6%Hungary RTL Klub 67%Russia Ren TV 30% Klub 100 50%USAAustraliaItalyScandinaviaRTL GroupAnnual Report 200958

OperationsThis chart illustrates the structure of RTL Group’s principal businesses andundertakings as at 31 December 2009. The name of each company is followedby an indication of the percentage held directly or indirectly by RTL Group.RADIOCONTENTProduction 2 rights 2104.6 RTL Berlins Hit-Radio 100% UFA Film & TV Produktion 3 100% Universum Film 100% Germany105.5 Spreeradio 100% Grundy LE 3 100% UFA Sports 75.1%RTL Radio – Grundy UFA 3 100%Die besten Hits aller Zeiten 1 100% Phoenix Group 3 51%Antenne Bayern 16% Teamworx 3 100%Radio Hamburg 29.2% UFA Cinema 3 100%UFA Entertainment 3 100%RTL 1 100% FremantleMedia France 3 100% SND 48.5% FranceRTL 2 100% Be Happy 3 100%Fun Radio 100% TV Press 3 100%RTL L’Equipe 50% 20H50 Television 3 100%Radio 538 73.7% Blue Circle 3 100% FremantleMedia NetherlandsRTL Lounge 73.7% Fremantle Productions 3 50% Operations 3 100%Talkback Thames 3 100% FremantleMedia United kingdomWorldwide 3,4 100%Bel RTL 44.2% FremantleMedia Belgium 3 100% BelgiumRadio Contact 44.2%RTL Radio Lëtzebuerg 100% CLT-UFA International 4 100% LuxembourgFremantle Produkcija 3 100% CroatiaFremantle Productions 3 100% GreecePlus Productions 70%Onda Cero 21.6% Fremantle Producciones 3 100% SpainEuropa FM 21.6%Magyar Grundy UFA 3 100% HungaryRussiaFremantleMedia North America 3 100% USAOriginal Productions 3 75%Fremantle ProductionsLatin America 3 100%FremantleMedia Australia 3 100% AustraliaGrundy Productions Italy 3 100% ItalyBlu, Denmark 3 75% ScandinaviaFremantle Entertainment, Finland 3 100%Fremantle Sverige, Sweden 3 100%Principal businesses – extended list on pages 160 to 167. (1) Programmes broadcast by CLT-UFA under a Luxembourg license. (2) FremantleMedia has operations in 22 countries,including Brazil, Canada, China, India, Indonesia, Japan, Mexico, Poland, Portugal, Russia, Switzerland, and Turkey. (3) A FremantleMedia company. (4) GlobalRTL GroupAnnual Report 200959

how we workThe RTL Group business model is based onpartnership within a decentralised organisation.Each profit centre is self-governing, led byits own CEO, an entrepreneurial approach whichensures each can act quickly and flexibly inits local market. However, each profit centrehas much to gain by sharing its own knowledgeand experience, and absorbing that ofcolleagues in other units within the Group. Inany normal year this brings many benefits interms of understanding market behaviour,assessing programming ideas, and using newtechnology. But in a severe economic downturn,any business model is put to its real test.“The economic crisis unveiled the true strength of our decentralisedapproach,” suggests Elmar Heggen, Chief Financial Officerof RTL Group and Head of the Corporate Centre. “When we firstrealised that there would be a long-lasting downturn we immediatelybrought all the profit centre CEOs together to discuss howwe were going to protect the bottom line.”“The decisions we took we were able to implement rapidly, aseach CEO has local power. So our time to react to a changingmarket was extremely swift,” he explains. But how did the Grouparrive at those decisions? “Well, all the CEOs were facing thesame challenges, but in slightly different markets. And all commercialbroadcasters were faced with the same circumstances,and were having to identify savings. So that’s a lot of informationfrom a lot of markets and competitors that we could share, andso benefit from the experience of others. Of course our modelhelps in that we share the same vocabulary.”And the decisions themselves? Quite simply, RTL Group had tocut costs. Deep enough to protect the bottom line but not tojeopardise the business itself. The Group looked at efficiencies inall overheads, and made some structural adjustments, but principallythe cuts came from programming – the biggest singleblock of company costs. But they wanted to do this without affectingaudience ratings. “In hindsight we were very happy withthe decisions we took,” says Elmar Heggen, “as our ratings positionimproved even.”RTL GroupAnnual Report 200960

How we workShort-term cost measures involved more than simply choosingless expensive programmes, as the importance of maintainingaudience ratings had to be a part of the decision. One exampleof the strategy was to work with local production suppliers toagree reduced programme costs that wouldn’t be visible to viewers.“The model helps here. Local CEOs know where to cut andwhere not to cut – they are the local experts. And once measureshave been applied in country A, the results are there for countryB to consider,” explains Elmar Heggen, “and the ideas pipeline isfilled with far more experience than an isolated broadcaster wouldhave reference to. Not to mention joint attempts to bundle purchaseswith programme suppliers, or attempts to negotiate contractsjointly.”However, not everything is transferable across markets, and soa centralised approach can present the risk of losing competitiveposition. This doesn’t just relate to cost reductions in the economiccrisis. All year, every year, the Operations ManagementCommittee (OMC) discusses all issues pertinent to the business.Many of these are then researched and discussed further by theSynergy Committees (Sycos). A major example of this approachfrom 2009 is the Group’s ongoing efforts to strengthen their presenceonline and in all things digital. “We can take structures builtsuccessfully in one market and reproduce them in others,” saysElmar Heggen. “It takes intense co-operation to ensure we arewell organised and well represented whenever an opportunityarises in a market − and that is our business model at work.”OPERATIONS MANAGEMENT COMMITTEEGERHARD ZEILERChief Executive Officer, RTL Group; Member of the Bertelsmann AG Executive BoardDAWN AIREYChair and Chief Executive Officer, FiveChristopher Baldelli Chief Executive Officer, RTL Radio (France)ALAIN BERWICKChief Executive Officer, RTL LëtzebuergTONY COHENChief Executive Officer, FremantleMediaPHILIPPE DELUSINNE Chief Executive Officer, RTL BelgiumVincent de Dorlodot General Counsel, RTL GroupDIRK GERKENSChief Executive Officer, RTL KlubAlexander Glatz Executive Vice President, Strategy & Controlling, RTL GroupBERT HABETSChief Executive Officer, RTL NederlandELMAR HEGGENChief Financial Officer, Head of the Corporate Centre, RTL GroupOLIVER HERRGESELL Executive Vice President, Corporate Communications and Marketing, RTL GroupHANS MAHRMember of the Supervisory Board of Ren TV; Synergies, RTL GroupCHRISTOPH MAINUSCH Chief Executive Officer, Alpha Media GroupROMAIN MANNELLI Executive Vice President, Corporate HR, RTL GroupANDREAS RUDASExecutive Vice President, Regional Operations & Business Development Central and Eastern Europe, RTL GroupANKE SCHÄFERKORDT Chief Executive Officer, Mediengruppe RTL Deutschland and RTL TelevisionNICOLAS de TAVERNOST Président du Directoire, Groupe M6GERT ZIMMERChief Executive Officer, RTL Radio Deutschlandjohannes ZüllChief Executive Officer, RTL TelevizijaEDUARDO ZULUETA Grupo Antena 3RTL GroupAnnual Report 200961

ShareholdersThe share capital of the Company is set at € 191,900,551 dividedinto 154,787,554 shares with no par value, each fully paid up.Shareholding structure of RTL Groupas at 31 December 2009Excluding 0.76% which is held collectively as treasury stock byRTL Group and one of its subsidiaries.Bertelsmann AG91.0%RTL GroupPublic9.0%CorporateGovernanceThe RTL Group Board of Directorsrecognises the importance of, and iscommitted to, high standards of corporategovernance. The principles of goodgovernance adopted by RTL Group havebeen applied in the following way.They are in line with the ten principles ofcorporate governance issued by theluxembourg stock exchange. A section onthe company’s website (RTLGroup.com)is fully dedicated to this topic and can befound in the ‘About us’ section. Shareholdershave access to the ‘RTL GroupCharter on Corporate governance’, whichcontains all the rules of good governanceapplied for years by the company.Board of Directorsand Chief Executive OfficerOn 31 December 2009 the Board of RTL Group had eight members:one executive director, and seven non-executive directors.The non-executive directors elected at the General Meeting ofShareholders on 15 April 2009 were appointed for a period ofone year. The executive director elected at the General Meetingof Shareholders on 19 April 2006 was appointed for a period offive years. The biographical details of the directors are set out onpages 66 to 68. Three of the non-executive directors – Onno Ruding,Jacques Santer and Martin Taylor – are independent of managementand other outside interests that might interfere withthe exercise of their independent judgement.The Board of Directors has to review, if requested with the assistanceof an expert, that any transaction between RTL Group orany of its subsidiaries and any of the shareholders is at arm’slength terms. The responsibility for day-to-day management ofthe Company is delegated to the CEO, but the Board, whichmeets at least four times a year, has a formal schedule of mattersreserved to it including approval of the annual overall Groupbudget, significant acquisitions and disposals, and the Group’sfinancial statements. The Board of Directors met four times in2009 – with an average attendance rate of 94 per cent – and adoptedsome decisions by circular resolution on matters presentedand discussed at a previous Board meeting.An evaluation of the Board of Directors’ activities, as well as theactivities of its committees, was performed in 2008. A new evaluationexercise is expected in 2010.RTL GroupAnnual Report 200962

Corporate governanceThe following Board committeesare establishedNomination and Compensation CommitteeThe Nomination and Compensation Committee is made up offour non-executive directors, one of them being an independentdirector, and meets at least twice a year. The Nomination andCompensation Committee met three times in 2009, with an averageattendance rate of 91.7 per cent.The Nomination and Compensation Committee consults withthe CEO on the appointment and removal of executive directorsand senior management and determines the Group’s compensationpolicy.Audit CommitteeThe Audit Committee is made up of four non-executive directors,two of whom are independent, and meets at least three times ayear.The committee’s plenary meetings are attended by the CEO, theCFO and the Head of Internal Audit with or without the externalauditors. The Audit Committee met three times in 2009, with anaverage attendance rate of 91.7 per cent.The committee reviews the overall risk management and controlen vironment, financial reporting and standards of businessconduct.The Head of Internal Audit and the external auditors have directaccess to the Chairman of the Audit Committee.Directors’ feesIn 2009 a total of € 0.53 million (2008: € 0.53 million) was allocatedin the form of attendance fees to the non-executive membersof the Board of Directors and the Committees that emanatefrom it (see note 9.4. to the consolidated financial statements).Neither options nor loans have been granted to Directors.Market abuseThe Company has taken appropriate measures in order to ensurecompliance with the provisions of the Luxembourg law onmarket abuse, as well as with the Circulars of the Commissionde Surveillance du Secteur Financier (CSSF) concerning theapplication of this legislation.How we manage RisksBy their nature, media businesses are exposed to risk. Televisionand radio channels can lose audiences rapidly as new competitivethreats emerge, with consequent loss of revenue. Broadcastersand producers are also exposed to legal risks, such aslitigation by aggrieved individuals or organisations. Moreover,media businesses are more exposed than most to economiccycles – advertising is usually one of the first casualties in an economicdownturn. RTL Group’s international presence exposes itto further risks, such as adverse currency movements.RTL Group has robust risk management processes in place,designed to ensure that risks are identified, monitored andcontrolled. Risk management is an essential part of our Group’ssystem of internal controls and is founded on a specific policyand clearly defined set of procedures.Definition of riskRTL Group defines a risk as the danger of a negative developmentarising that could endanger the solvency or existence of aprofit centre, or impact negatively on the income statement ofthe Group.Risk management framework1 Goals and objectives based on company mission2 Risk assessment at operations and headquarters3 Mitigation measures and action plans to control risks4 Risk management reporting5Risk reporting frameworkWe have developed a framework for the reporting of risks andrelated controls, in line with good corporate practice. This frameworkis based on a number of key principles:■ Comprehensive scope of risk assessment: risks are assessedwithin a framework of defined key risk categories. Regular riskassessments are undertaken to include a description of therisk, an indication of the potential financial impact, and theapproach taken to mitigate the risk.■ Regular reporting: RTL Group’s system of internal controlsensures that risks will be addressed, reported and mitigatedwhen they arise. Within the specific risk reporting frameworkall significant risks are comprehensively assessed and reportedto RTL Group management on a bi-annual basis. This ensuresthat the necessary actions are undertaken to manage, mitigateor offset the risks within the Group.■ Bottom-up approach: we assess risks at the level where theyarise – in our operations.■ Harmonised reporting tool: our operations report on their riskassessment using a common reporting tool, thus ensuringconsistency in scope and approach.■ Consolidated Group matrix: we gain a comprehensive viewof significant risks for the Group through the consolidation ofthe local risk assessments. A Risk Management Committee,chaired by the CFO and comprising senior Group management,prepares and reviews this consolidated Group risk matrixwhich is then submitted to RTL Group’s Audit Committee.■ Audit approach: both the processes of local risk assessmentsand the consolidated Group risk matrix are regularly reviewedby the external auditors.Going forwardRTL Group’s risk management framework is constantly challenged,at both operations and Group level through the Risk ManagementCommittee, in order to ensure it reflects the risk profileof the Group at any given moment.Consolidation of risk management reportand review by Risk Management Committee.Reporting to Audit Committee6 Actions at Group/local levelRTL GroupAnnual Report 200963

Corporate governanceType of risksDescription and areas of impactExternal and market risksLegalAudience and market shareThe local and European media regulations are subject to change. Somechanges could alter businesses and revenue streams (for example, a banof certain types of advertisements, opening of markets, deregulationof markets, cancellation of restrictions, limitation of advertising minutes).A decrease in audience and/or market share may have a negative impacton RTL Group’s revenue.Strategic directionWrong strategic decisions could lead to potential losses of revenue.Also, wrong strategic investment decisions and overpricing could implythe risk of an impairment of goodwill.Cyclical development of economyEconomic development directly impacts the advertising market andtherefore RTL Group revenue.Market risksNew entrantsand market fragmentationTechnological challenges/innovationAs countries move towards digital switchover, market entry barriersare reduced. New entrants will also provide further choice to the viewer.Higher competition in programme acquisition, fragmentation due tothematic channels, and expansion of platform operators may impactRTL Group’s position.New broadcasting technologies becoming more and more important overthe coming years (for instance, digital broadcasting, internet, video-ondemand)may imply not only opportunities, but also threats for RTL Group.Risks in key businessCustomersBad debts or loss of customers may negatively impact RTL Group’sfinancial statements.SuppliersThe supply of certain types of content is limited and may lead to a risein costs. Over-reliance on one supplier may also cause costs to rise in thelong term.InventoriesThere is a risk of over-accumulation of stock that would be unused orcould become obsolete. This may imply that write offs/impairments arenecessary.Financial risksForeign exchange exposureEffective management of foreign exchange risk is an important factor.The operating margin and broadcasting costs are impacted by foreignexchange volatility, especially if there is a strong increase of the USDagainst the EUR (feature films or sport/distribution rights purchases).RTL GroupAnnual Report 200964

Corporate governanceMitigation activitiesExternal and market risksRTL Group tries to anticipate any changes in legislation and to act accordingly bydeveloping and exploiting new revenue sources.New talent and formats are developed or acquired. Performance of existing showsis under constant review with the aim of driving audience share performance and hencefuture revenue. Moreover, RTL Group remains constantly proactive in the monitoringof international market trends.Prudent investment policies are followed, underpinned by realistic and conservativebusiness plans, approval levels being followed ensuring the relevant degree of management‘sign-off’, solid valuation models and regular strategic planning sessions. A regularreview of strategic options is undertaken ensuring that the strategic course of the Groupis well understood and consistent over time.RTL Group tries to diversify the revenue base through regional expansion as well as newproducts and services generating non-advertising revenue.Market risksRTL Group’s strategy is to embrace new digital opportunities by ensuring its channels andstations are platform neutral (available on the widest possible choice) and that we developstrong families of channels for the digital age based around our leading brands.RTL Group remains proactive on new technological and broadcasting trends and developsdigitalisation activities to offset the removal/loss of analogue activities.Risks in key businessCredit analysis of all new advertisers is systematically undertaken to prevent such a risk.Depending on the customer’s credit worthiness credit insurances may be used. This risk isalso mitigated by broadening the advertiser base.The Group tries wherever possible to diversify its sources of supply. RTL Group benchmarkspurchasing terms and conditions to identify best practices with the aim of reducing costsvia, for example, joint purchasing. RTL Group selects high quality and solid suppliers for keyservices or equipment to reduce the risk of bankruptcy of business partners.RTL Group has strict commercial policies, very close follow-up of existing inventories andstrict criteria for approval of investment proposals for rights.Financial risksRTL Group has in place a strict policy regarding foreign exchange management, whichis monitored and followed up by Group Treasury, using plain vanilla hedge instruments tomitigate volatility on the income statement.RTL GroupAnnual Report 200965

Executive DirectorNON-Executive DirectorsGerhard ZeilerChief Executive OfficerSiegfried LutherChairmanOn 31 December 2009,the RTL Group Board ofDirectors had eightmembers: one executivedirector, and sevennon-executive directors.Gerhard Zeiler, born in 1955 in Vienna(Austria), joined RTL Group in November1998 when he was appointed ChiefExecutive Officer (CEO) of RTL Televisionin Cologne. In this capacity,Zeiler was responsible for the GermanRTL family of channels (RTL Television,Vox, RTL II, Super RTL, N-TV). In March2003 Gerhard Zeiler was additionallyappointed CEO of RTL Group. He handedover the management ofRTL Television to Anke Schäferkordt inSeptember 2005 to fully concentrate onRTL Group’s international entertainmentnetwork. In his function as CEO ofRTL Group, Gerhard Zeiler is a memberof the Supervisory Boards of Groupe M6in France and RTL Television in Germany,and a member and Deputy Chairman ofthe Board of Alpha Media Group inGreece. He has been a member of theBertelsmann AG Executive Board sinceOctober 2005. Gerhard Zeiler beganhis career as a freelance journalistand then became press spokesman forthe Austrian Minister for Educationand the Arts, Dr Fred Sinowatz, whomhe eventually followed to the FederalChancellor Office in 1983. Laterhe continued working in the samecapacity for Federal ChancellorDr Franz Vranitzky. In 1986 he becameSecretary-General of the Austrian publicbroadcaster, ORF, in Vienna. After atwo-year period as CEO of Tele 5 anda further two-year period as CEO ofRTL II, he was elected Chief ExecutiveOfficer of ORF in 1994 and stayedin this position until November 1998.•Appointed: 4 March 2003Siegfried Luther, born in 1944, wasChief Financial Officer (since 1990) andDeputy Chairman of the ExecutiveBoard (since 2002) of Bertelsmann AG,Gütersloh. He retired at the end of2005. Between 1974 and 1990 heheld various senior positions atBertelsmann AG in taxes, groupaccounting and treasury, and corporatefinance. He graduated as a doctorof law from the University of Münster(Germany).•Appointed: 24 July 2000Committee membership:Audit, Nomination and CompensationMandates in listed companies:Member of the Supervisory Boardof Infineon Technologies AG, Munich(until 11 February 2010).Non-executive member of the Boardof Directors of Compagnie Nationale àPortefeuille SA, LovervalRTL GroupAnnual Report 200966

The BoardMartin TaylorVice-Chairman/Independent DirectorGünther GrügerExecutive Vice President Corporate Controllingand Strategy of Bertelsmann AGHartmut OstrowskiChairman of the Executive Board andCEO, Bertelsmann AGMartin Taylor, born in 1952, began hiscareer as a financial journalist withReuters and the Financial Times. Hethen joined Courtaulds PLC, becominga director in 1987, and then ChiefExecutive of Courtaulds Textiles PLC onits demerger in 1990. He moved toBarclays PLC in 1993 as Chief Executive,a post he held until the end of 1998.From 1999 to 2003 he was Chairman ofWH Smith PLC and from 1999 to 2005International Advisor to GoldmanSachs. Currently he is Chairman of theBoard of Syngenta AG. He has workedon various projects for the BritishGovernment and served for five yearsas a member of its Council forScience and Technology. Appointedas independent, non-executivedirector in July 2000 (when RTL Groupwas created), he took over theresponsibilities of Vice-Chairmanof the Board in December 2004.Günther Grüger, born in 1951, iscurrently Executive Vice PresidentCorporate Controlling and Strategyof Bertelsmann AG. From 1983until 1997 he held various positionsat Bertelsmann. Before joiningBertelsmann he worked in theCorporate Controlling Department ofOetker Group. He holds a diplomaand a doctorate in economics from theUniversity of Münster (Germany).After having studied businessadministration at the University ofBielefeld, Hartmut Ostrowski, born in1958, joined Bertelsmann in 1982as Executive Assistant in what was thenBertelsmann Distribution. A year later,he was head of the credit managementdivision. In 1988, he became ManagingDirector of a German subsidiary ofSecurity Pacific, at the time thefourth-largest bank in the United States.In April 1990, he returned to BertelsmannDistribution as head of a businessunit. In July 1992, he was appointedManaging Director, and in July 1995, hebecame CEO of the newly formedBertelsmann Services Group. HartmutOstrowski was appointed to the ArvatoExecutive Board in 1996, and becameCEO of Arvato AG and a member of theBertelsmann AG Executive Board inSeptember 2002. He has been Chairmanand CEO of Bertelsmann AG since1 January 2008.•Appointed: 25 July 2000Committee membership:Audit, Nomination andCompensation (Chairman)Mandates in listed companies:Chairman of theBoard of Syngenta AG (CH)•Appointed: 29 August 2006•Appointed: 7 December 2007(effective 1 January 2008)Committee membership:Nomination and CompensationRTL GroupAnnual Report 200967

The BoardNON-Executive DirectorsThomas RabeMember of the Bertelsmann AGExecutive Board and Chief FinancialOfficer of Bertelsmann AGOnno RudingChairman of the Board of theCentre for European Policy Studies;Independent DirectorJacques SanterChairman of the Boardof CLT-UFA; Independent DirectorThomas Rabe, born in 1965, holds adiploma and a doctorate in economicsfrom the University of Cologne(Germany). He started his career in1989 at the European Commission inBrussels. From 1990 to 1996 he heldvarious senior positions at ForresterNorall & Sutton (now White & Case)in Brussels as well as the stateprivatisation agency Treuhandanstaltand a venture capital fund in Berlin. In1996, he joined Cedel International(Clearstream, following the merger withDeutsche Börse Clearing) where hewas appointed Chief Financial Officerand member of the Management Boardin 1998. In 2000, Thomas Rabebecame Chief Financial Officer andmember of the Executive Committee ofRTL Group. In March 2003 he wasalso appointed Head of the CorporateCentre with responsibility for theLuxembourgish activities of RTL Group.He has been Chief Financial Officerand Head of the Corporate Centre ofBertelsmann AG since January 2006.Born in 1939, Onno Ruding servedas the Minister of Finance of TheNetherlands for the ChristianDemocratic Party (CDA) from November1982 until November 1989. In July1990, he became Vice- Chairman ofCiticorp, and in March 1992, he wasappointed Vice-Chairman of Citicorp/Citibank in New York. He retired inSeptember 2003. In January 2002, hebecame Chairman of the Board ofthe Centre for European Policy Studies(CEPS) in Brussels, the largestindependent think-tank in Europeaddressing subjects related toEuropean integration.Before Jacques Santer, born in 1937,became Chairman of the Board ofCLT-UFA in May 2004, his distinguishedcareer covered a variety of political rolesincluding Member of the EuropeanParliament (1974 to 1979 and 1999 to2004), Prime Minister of Luxembourg(1984 to 1995) and President of theEuropean Commission (1995 to 1999).•Appointed: 12 December 2005(effective 1 January 2006)Committee membership:Audit, Nomination and CompensationMandates in listed companies:Member of the Supervisory Boardsof Symrise AG, Holzminden; IKB DeutscheIndustriebank AG, Düsseldorf.•Appointed: 12 September 2000Committee membership:Audit (Chairman)Mandates in listed companies:Member of the Board of Directorsof Corning, Holcim•Appointed: 9 December 2004RTL GroupAnnual Report 200968

Executive committeeGerhard ZeilerChief Executive OfficerElmar HeggenChief Financial Officerand Head of the Corporate CentreAndreas RudasExecutive Vice President, RegionalOperations & Business DevelopmentCentral and Eastern EuropeFurther to his roles as ExecutiveDirector and CEO of RTL Group,Gerhard Zeiler is in charge ofprogramme and synergies throughoutall operations. He oversees theoperations in Germany (television),France (television), UK, Greece andFremantleMedia. RTL Group CorporateCommunications & Marketing alsoreports to him, as does HumanResources, which also reports tothe CFO.Elmar Heggen, born in 1968, holdsa diploma in business administrationfrom the European Business School,and graduated as Master of BusinessAdministration (MBA) in finance. In1992, he started his career at theFelix Schoeller Group, becoming VicePresident and General Manager ofFelix Schoeller Digital Imaging in the UKin 1999. Elmar Heggen first joined theRTL Group Corporate Centre in2000 as Vice President Mergers andAcquisitions. In January 2003, he waspromoted to Senior Vice PresidentControlling and Investments. From July2003 until December 2005 he wasExecutive Vice President Strategy andControlling.Since January 2006, Elmar Heggenhas served on the RTL GroupExecutive Management team, and since1 October 2006 he has been CFOand Head of the Corporate Centre ofRTL Group. In this capacity, he controlsFinance, Strategy and BusinessDevelopment, Online Strategy andLegal. He also oversees the operationsin the Netherlands, France (radio),Luxembourg, Spain and UFA Sports.Andreas Rudas, born in 1953, workedwith the Austrian public broadcasterORF from 1986 to 1997, being itsSecretary-General from 1994 to 1997.In this role, he was responsible forbusiness planning, media politics,marketing and satellite broad casting.Starting in 2000, he held variouspositions at Magna International Europe,being a member of the ManagementBoard from 2001 to 2005. SinceDecember 2005, Andreas Rudas wasExecutive Director of WAZ Ost Holding(a subsidiary of WAZ M edia Group),responsible for Austria, South EasternEurope and Vietnam.Andreas Rudas was appointed a newmember of the RTL Group ExecutiveCommittee with effect from 1 January2009. In this capacity, he oversees theoperations in Belgium, Croatia, Hungary,Russia, and Germany (radio), andexplores business opportunities inCentral and Eastern Europe, and in Asia.Each month, the Executive Committee informs the Board of Directors on the results of the Group and its main profitcentres. The compensation of the members of the Executive Committee is determined by the Nomination andCompensation Committee, and is composed of a fixed and a variable part (see note 9.3. to the consolidated financialstatements). Some members of the Executive Committee also benefit from the Company’s share option programme,established by the Board of Directors on 25 July 2000. During 2009, none of the members of the ExecutiveCommittee exercised any option (see note 7.15.7. to the consolidated financial statements) and no additional optionsor loans were granted.RTL GroupAnnual Report 200969

Man’s best friend:On 19 December 2009, asmany as 9.37 million viewerstuned in to watch dog trainerYvo Antoni and his 3-year-oldJack Russell Terrier PrimaDonna win the third season ofDas Supertalent (Got Talent)

72 Directors’ report76 Mediengruppe RTL Deutschland80 Groupe M682 FremantleMedia84 RTL Nederland86 Five Group88 RTL Belgium91 RTL Radio France94 Other segments105 Consolidated income statement106 Consolidated statement of comprehensive income107 Consolidated statement of financial position108 Consolidated statement of changes in equity109 Consolidated cash flow statement110 Notes to the consolidated financial statements110 Significant accounting policies120 Accounting estimates and judgements121 Financial risk management127 Segment reporting130 Acquisitions and disposals136 Consolidated income statement139 Consolidated statement of financial position156 Commitments and contingencies157 Related parties159 Interests in joint ventures159 Events after the reporting period160 Group undertakings168 Auditors’ reportRTL GroupAnnual Report 200971

Directors’ reportDirectors’ reportHighlightsThe Directors are pleasedto present their report tothe shareholders, withdetails on the businessesand the development ofthe Group, together withthe financial statementsfor the year ended31 December 2009on pages 105 to 1671 Adjusted for Alpha Media Group inGreece, RTL Klub in Hungary,other minor scope changes and atconstant exchange rates2 EBITA represents earnings beforeinterest and taxes excludingimpairment of goodwill and ofdisposal group, and amortisationand impairment of fair value adjustmentson acquisitions and gainor loss from sale of subsidiaries,joint ventures and other investments3 Primarily Alpha Media Group inGreece and the digital televisionchannels in the UK4 Adjusted earnings per share representsthe net profit for the periodadjusted for impairment of goodwill,disposal groups and amortisationof fair value adjustments on acquisitions,gain or loss from sale ofsubsidiaries, joint ventures and otherinvestments, net of income taxexpense and one-off tax effectsYear toDecember2009€mYear toDecember2008€mPer centchangeRevenue 5,410 5,774 (6.3)Underlying revenue 1 5,284 5,711 (7.5)Reported EBITA 2 755 916 (17.6)Restructuring charges 34 32Start-up losses 3 46 23Adjusted EBITA 835 971 (14.0)Reported EBITA margin (%) 14.0 15.9Adjusted EBITA margin (%) 15.4 16.8Reported EBITA 755 916 (17.6)Impairment of goodwill and of disposal group and amortisationand impairment of fair value adjustments on acquisitions (247) (407)Loss from sale of subsidiaries, joint ventures and other investments – (9)Net financial income 10 28Income tax expense, of which: (220) (232)– Current tax expense (192) (195)– Deferred tax expense (28) (37)Profit for the year 298 296 +0.7Attributable to:– Minority interest 93 102– RTL Group shareholders 205 194 +5.7EPS (in € ) 1.33 1.26Adjusted EPS (in € ) 4 2.85 3.87Proposed/paid total dividend per share (in € ) 3.50 3.50RTL Group headlines■ Reported Group revenue down 6.3 per cent to€ 5,410 million as most TV advertising marketsacross Europe declined by double-digit rates;RTL Group’s investments in content productionand diversification businesses helped to betterbalance the Group’s financial position■ Healthy EBITA margin of 14.0 per cent (2008:15.9 per cent); the EBITA margins of the bigfive profit contributors − MediengruppeRTL Deutschland, Groupe M6, FremantleMedia,RTL Nederland and RTL Belgium − remainedstable or even increased■ With a record second half-year EBITA of € 437million (up 5.6 per cent year-on-year), full-yearEBITA reached € 755 million (down 17.6 percent), despite■ higher start-up losses (€ 46 million) whichmainly resulted from the first-time full-yearconsolidation of Alpha Media Group in Greece,and■ significant one-time charges, includingrestructur ing costs in the UK, Germany andGreece totalling € 34 million, and a significantprogramme write-down at Five amounting to€ 22 million■ Net profit attributable to RTL Groupshareholders up 5.7 per cent to € 205 milliondespite goodwill impairments on Five Groupin the UK and Alpha Media Group in Greece■ Net cash from operating activities was€ 763 million, resulting in an operating cashconversion of 106 per cent and a net cashposition of € 789 million at the end of 2009■ Proposed dividend for 2009 of € 3.50 per share,based on RTL Group’s sound financial positionand the fact that there is no major acquisitiontarget in the short term (for 2008: total dividendof € 3.50 per share)RTL GroupAnnual Report 200972

Directors’ reportProfit centre highlights■ Since the fourth quarter of 2008, RTL Grouphas placed a strong focus on cost cuttingin response to the substantial slowdown inadvertising bookings. On a constant scopebasis − excluding restructuring costsand other one-off effects − operating costsfell € 371 million, compared to 2008■ Despite significant programme cost savings,RTL Group’s families of channels achievedhigher audience shares in almost all countries■ Germany: costs down by 14 per cent,audience share up to 34.4 per cent(+1.5 percentage points)■ France: costs down by 7 per cent,audience share up to 21.6 per cent(+0.4 percentage points)■ The Netherlands: costs down by 14 per cent,audience share up to 32.3 per cent(+1.8 percentage points)■ Belgium: costs down by 6 per cent,audience share up to 38.9 per cent(+2.9 percentage points)■ UK: costs down by 19 per cent,audience share slightly up to 6.27 per cent(+0.03 percentage points)■ Mediengruppe RTL Deutschland increased itsclear audience leadership over main competitorProSiebenSat1 to 4.3 percentage points, mainlydriven by the strong performance of flagshipchannel RTL Television. EBITA was € 366 million,down 11.6 per cent due to significantly loweradvertising revenue■ Groupe M6 demonstrated its resilience in astrong economic downturn: EBITA remainedalmost stable at € 195 million, driven bysignificantly lower programme costs at the M6main channel and higher profit contributions fromits digital channels and diversification activities.Groupe M6 was the only family of channels inFrance with growing ratings■ Worldwide production arm FremantleMedia againreached the record results level of the previousyear. Despite general pressure on profit margins,EBITA remained stable at € 155 million■ EBITA of RTL Nederland increased to € 72million, thanks to an early focus on costreduction. A strong ratings performance wasmainly driven by the flagship channel, RTL 4,which significantly increased its audience shareto become the clear market leader once again■ The newly acquired Alpha Media Group initiatedcomprehensive restructuring and cost reductionmeasures in reaction to the downturn of theGreek market. Despite these savings, Alpha TV’saudience share increased significantly year-onyear,proving that the new programming strategyis workingContinuedinvestmentsin digital activities,content anddiversification■ In total, RTL Group’s online platforms acrossEurope registered more than 1 billion videostreams, delivering professionally producedcontent to our viewers − an increase of 49 percent compared to 2008■ Ongoing improvement and extensions of RTLGroup’s popular catch-up TV services■ Launch of Vox Now in Germany, W9 Replay inFrance, and RTL Most in Hungary■ Groupe M6 complemented its marketleadingoffer with a new paid service,M6 VOD, which features premium contentsuch as movies and season passesfor popular TV series, and M6 Bonus,a free service offering highlightsof M6’s signature programmes, as wellas interviews, making-ofs and outtakes■ M6 Replay and RTL Gemist also becameavailable on TV screens■ Selected programmes from M6 Replay andRTL Now are also available on mobile phones■ At the beginning of October 2009,RTL Nederland launched the special-interestchannel RTL Lounge, which targets youngwomen with Dutch and international dramaand lifestyle programmes. The channelhas already become the most viewed digitalchannel in the Netherlands■ In February 2009, FremantleMedia acquireda 75 per cent stake in Original Productions,the US-based creator of hit TV shows such asIce Road Truckers■ In a unique extension of the Idols brand,FremantleMedia created a TV programme-basedattraction − The American Idol Experience − atWalt Disney World Resort, Florida, which openedin February 2009■ Audiovisual rights companies Universum Filmin Germany and SND in France achievedrecord resultsRTL GroupAnnual Report 200973

Directors’ reportrevenueAdvertising market conditions were extremely challenging across Europe. All marketsreported negative growth in 2009 with most recording double digit declines on 2008.A summary of RTL Group’s key markets is shown below, including estimates of net advertisingmarket growth rates and net advertising market shares, plus the audience share of themain target audience group.5 Industry/IREP andRTL Group estimates6 Target group: 14−497 Source: Groupe M6 estimate8 Target group: housewives under 50(including digital channels)9 Target group: 16+(including digital channels)10 Target group: shoppers 20−49,18−24h11 Target group: shoppers 18−54,17−23h12 Source: Infoadex13 Target group: 16−54(including digital channels)2009 net TVadvertising marketgrowth rate(in per cent)RTL Groupadvertisingmarket share 2009(in per cent)RTL Groupadvertisingmarket share 2008(in per cent)RTL Groupaudienceshare in maintarget group 2009(in per cent)RTL Groupaudienceshare in maintarget group 2008(in per cent)Germany (8.5)543.5 46.4634.4 32.9France (12.0)723.4 21.4821.6 21.2UK (12.5)58.4 9.696.27 6.24Netherlands (10.7)539.5 39.01032.3 30.5Belgium (3.8)572.0 70.21138.9 36.0Spain (23.2)1226.0 23.21317.6 17.9689101113Revenue decreased by 6.3 per cent to € 5,410million (2008: € 5,774 million). On a like-for-like basis(adjusting for portfolio changes and at constantexchange rates) revenue was down 7.5 per cent, or€ 427 million, to € 5,284 million.ebitaReported EBITA decreased by 17.6 per cent to € 755 million (2008: € 916 million) due to higherstart-up losses (€ 46 million), which mainly resulted from the first-time full-year consolidation ofAlpha Media Group in Greece, significant one-time charges, including restructuring costs in theUK, Germany and Greece totalling € 34 million, and a one-off programme write-down at Fiveamounting to € 22 million. On an adjusted basis, after stripping out restructuring costs and startuplosses, EBITA was down 14.0 per cent to € 835 million (2008: € 971 million).Group operating expenses were down 4.4 per cent at€ 4,726 million in 2009 compared to € 4,941 mil lion in2008, reflecting significant programme cost savings.On a constant scope basis, and after adjustmentfor restructuring-related expenses, costs were down€ 371 million, a reduction of 7.7 per cent.RTL GroupAnnual Report 200974

Directors’ reportreview by Segments*RevenueYear toDecember2009€ mYear toDecember2008*€ mPer centchangePer centof total2009Mediengruppe RTL Deutschland 1,732 2,020 (14.3) 32.0Groupe M6 1,377 1,354 +1.7 25.4FremantleMedia 1,183 1,203 (1.7) 21.9RTL Nederland 371 436 (14.9) 6.9Five Group 303 432 (29.9) 5.6in local currency (GBP) 269 341 (21.1) −RTL Belgium 203 216 (6.0) 3.8French radio 174 189 (7.9) 3.2Other segments 313 180 +73.9 5.8Eliminations (246) (256) (3.9) (4.6)Total revenue 5,410 5,774 (6.3) 100.0EBITAYear toDecember2009€ mYear toDecember2008*€ mPer centchangePer centof total2009Mediengruppe RTL Deutschland 366 414 (11.6) 48.5Groupe M6 195 196 (0.5) 25.8FremantleMedia 155 155 0.0 20.5RTL Nederland 72 70 +2.9 9.5Five GroupOperating EBITA (10) 2 n.a. (1.3)Restructuring costs (9) (4) >100.0 (1.2)Non-recurring items (22) − n.a. (2.9)* Profit centre information has beenre-presented in conformitywith the requirements of IFRS 8(“Operating Segments”)RTL Belgium 36 39 (7.7) 4.8French radio 15 32 (53.1) 2.0Other segments (43) 4 n.a. (5.7)Eliminations − 8 n.a. 0.0Reported EBITA 755 916 (17.6) 100.0RTL GroupAnnual Report 200975

Directors’ reportMediengruppe RTL DeutschlandMEDIENGRUPPERTL DEUTSCHLANDFinancial resultsDue to the downturn of the German TV advertising market – estimatedto have dropped 8.5 per cent in 2009 – high pressure on spot price discounts,and the deconsolidation of RTL Shop (sold in August 2008) revenue ofMediengruppe RTL Deutschland decreased by 14.3 per cent to €1,732 million(2008: €2,020 million).Following an exceptional 2008 for Mediengruppe RTL Deutschland, duringwhich the company increased its net advertising share to more than 46 percent, competitors were expected to win back some market share during2009. The combined estimated net share of Mediengruppe RTL Deutschland(including RTL II) decreased to 43.5 per cent (2008: 46.4 per cent), a morenormalised level of the years 2004 to 2007.The profit centre’s EBITA decreased by 11.6 per cent to €366 million(2008: €414 million), mainly reflecting the significant shortfall in advertisingrevenue, but Mediengruppe RTL Deutschland has reacted quickly to thecrisis. Operating expenses in the core TV business (RTL Television, Vox,N-TV), excluding restructuring costs, have been reduced by €189 million –14 per cent year-on-year – mainly resulting from programme cost savingsat the channels RTL Television and Vox. Thanks to these measures, theEBITA margin of the profit centre could even be improved to 21.1 per cent(2008: 20.5 per cent).“It’s a great success forour team to achieve recordratings while we face anongoing fragmentation ofour market and a deepeconomic crisis worldwide.”Anke Schäferkordt,CEO, Mediengruppe RTL Deutschland and RTL TelevisionYear toDecember2009€ mYear toDecember2008€ mPer centchangeRevenue 1,732 2,020 (14.3)Adjusted EBITA 374 414 (9.7)Restructuring costs (8) − n.a.EBITA 366 414 (11.6)RTL GroupAnnual Report 200976

Mediengruppe RTL Deutschland Directors’ reportAudience ratingsDespite significant programme cost savings, the combinedaverage audience share of MediengruppeRTL Deutschland in the key 14 to 49 target groupincreased significantly by 1.5 per centage points to34.4 per cent (2008: 32.9 per cent), a new recordlevel. As a result, the RTL family of channels also increasedits market leadership over its main commercialcompetitor, ProSiebenSat1 (30.1 per cent),and the public channels (23.1 per cent).RTL Television0908070605TV audience shareSource: GfK. Target: 14–49. 2005–2009 (%)16.915.716.015.616.0This positive development was driven mainly by theflagship channel, RTL Television, which, for the17th consecutive year, and by a large margin, wasthe number one choice among young viewers. Witha 16.9 per cent audience share (2008: 15.7 per cent)in its main target group, RTL Television achieved thebiggest gain recorded by any channel in the reportingperiod and its best result since 2003, coming in 5percentage points ahead of the number twocommercial channel, ProSieben (11.9 per cent), and6.1 percentage points ahead of the number threecommercial channel, Sat 1 (10.8 per cent).Seventy-eight of the 100 most-watched programmesin 2009 were aired by RTL Television (target group 14to 49). In terms of total audience, the boxing matchbetween Vitali Klitschko and Kevin Johnson on 12December 2009 was RTL Television’s highest ratedpro gramme of the year, attracting 11.18 millionviewers.RTL Television succeeded in establishing new formatsacross all genres, including new shows such as5 gegen Jauch, new series such as Lasko – DieFaust Gottes, and new comedy formats such asWillkommen bei Mario Barth. In the second half ofthe year, the channel also introduced a new afternoonline-up featuring scripted docu-soaps, which helpedto boost the channel’s audience share among 14 to49-year-old viewers from 12.4 per cent (1 January to30 August) to 21.9 per cent (31 August to 17December) between 14:00 and 17:00.RTL Television was particularly successful in primetime (20:15 to 23:15), where the channel led themarket in nearly every time slot, thanks to its bigentertainment shows and its strong line-up of factualentertainment formats and US series. Overall, thechannel achieved an average prime time audienceshare of 18.6 per cent in the 14 to 49 target group,up 1.0 percentage point year-on-year. Again, thiswas the biggest gain recorded by any channel.In January 2009, the fourth season of the jungle showIch bin ein Star – Holt mich hier raus! (I’m A Celebrity…Get Me Out Of Here!) achieved an average audienceshare of 34.4 per cent among young viewers, up 2.7percentage points from the previous year. The samewas true for the sixth season of Deutschland suchtden Superstar (Idols), broadcast from January to May2009. The show scored an average audience shareof 30.6 per cent in the 14 to 49 age group, up from29.5 per cent in 2008. The third season of DasSupertalent (Got Talent) delivered the format’s highestratings yet, with an average audience share of 33.2per cent (2008: 27.9 per cent).The most popular US series on German televisionwere again broadcast by RTL Television. These includedDr. House (average audience share 14 to 49: 24.2per cent) and CSI: Miami (average audience share 14to 49: 22.2 per cent). Real-life formats such as Bauersucht Frau (The Farmer Wants A Wife), Raus aus denSchulden (Get Out Of Debt) and Rach – Der Restauranttesteralso performed strongly in prime time.RTL Television’s main news programme, RTL Aktuell,beat the competition among young viewers onceagain, with an average audience share of 20.5 percent. The show also scored a higher total audienceshare (18.9 per cent) than the main news programmesof the public channels Das Erste and ZDF.Vox0908070605TV audience shareSource: GfK. Target: 14–49. 2005–2009 (%)7.57.57.97.16.4Vox’s audience share in the target group of 14 to49-year-old viewers remained stable at 7.5 per cent,putting the channel well ahead of the major publicbroadcasters Das Erste (6.6 per cent) and ZDF (6.3per cent).While the competition in access prime time hasintensified, Vox continued to score high ratings in thistime slot thanks to its popular weekday cookingthemedline-up of Das perfekte Dinner (Come DineWith Me – average audience share 14 to 49: 10.3 percent) and Unter Volldampf (Pressure Cooking – averageaudience share 14 to 49: 8.0 per cent). SinceMarch 2009, the daily docu-soap Mieten, kaufen,wohnen (Renting, buying, living) − showing peoplelooking for flats and houses − has increased itsRTL GroupAnnual Report 200977

Directors’ reportMediengruppe RTL Deutschlandratings at the 18:00 time slot, providing Vox with apowerful lead-in to access prime time.Quality US series continue to be key to Vox’s successin prime time. In addition to established audiencefavourites such as CSI: NY, Law & Order: CriminalIntent, Boston Legal and Crossing Jordan, Vox successfullylaunched the new series Life (averageaudience share 14 to 49: 10.5 per cent) and BurnNotice (average audience share 14 to 49: 10.7 percent).Vox’s blockbuster movies proved particularly popularin 2009, drawing 19.3 per cent of 14 to 49-year-oldviewers for Harry Potter and the Philosopher’s Stone,18.5 per cent for Transporter – The Mission, and 18.2per cent for Ice Age. Since the start of the newseason in September 2009, Vox has achieved anaverage audience share of 11.1 per cent amongyoung viewers on Thursday evenings (20:00 to 1:00),thanks to its strong movie line-up, putting the channelslightly ahead of its major commercial competitor,Sat 1 (11.0 per cent).RTL IITV audience shareSource: GfK. Target: 14–49. 2005–2009 (%)09080706056.26.16.36.06.5RTL II achieved a 6.2 per cent audience share in the14 to 49 target group during 2009, slightly up from6.1 per cent in 2008. Key elements of the channel’sprogramme grid were popular docu-soaps such asFrauentausch, Zuhause im Glück and Die Kochprofisplus movies and science-fiction series in prime time,and the ninth season of the classic reality show BigBrother in access prime time.In prime time, RTL II successfully launched the newmakeover show Extrem schön (average audienceshare 14 to 49: 8.6 per cent) and the British sciencefictionhit Torchwood (average audience share 14 to49: 7.8 per cent). Other popular prime time seriesincluded the third season of Battlestar Galactica, thefifth and final season of Stargate Atlantis, and theaward-winning mystery series, Heroes.Last year’s movie highlights on RTL II included thefantasy comedy Charlie And The Chocolate Factory(audience share 14 to 49: 16.3 per cent), family filmNanny McPhee (audience share 14 to 49: 15.2 percent) and the action hit Eraser (audience share 14 to49: 14.4 per cent).The channel’s contribution to RTL Group’s EBITAdecreased to € 9 million from € 12 million in 2008,reflecting lower advertising revenue.Super RTL0908070605TV audience shareSource: GfK. Target: 3–13. 2005–2009 (%)21.320.423.223.725.6Driven by higher ratings in access prime timeand during the morning time slot (6:00 to 12:00),Super RTL increased its audience share in its keytarget group of 3 to 13-year-olds to 21.3 per cent(2008: 20.4 per cent), extending its lead over its twomain competitors − the public channel Kika (15.5 percent) and the commercial channel Nick (9.5 per cent).Super RTL has been the clear leader in Germany’schildren’s TV market for 11 consecutive years.The channel’s pre-school strand, Toggolino, owes itssuccess to the classic Caillou (average audienceTV audience shareSource: GfK. Target: 14–49. 2005–2009 (%)TV advertising shareSource: RTL Group estimates. 2005–2009 (%)34.432.231.833.632.9MediengruppeRTLDeutschlandP7S1Group30.329.429.3 30.129.02005 2006 2007 2008 2009MediengruppeRTLDeutschlandP7S1Group43.8 43.843.343.743.443.146.4 43.539.2 41.62005 2006 2007 20082009RTL GroupAnnual Report 200978

Mediengruppe RTL Deutschland Directors’ reportshare 3 to 13: 49.8 per cent) as well as to newformats such as Chuggington (average audienceshare 3 to 13: 49.1 per cent). In access prime time,Super RTL scored highly with live-action formatssuch as Disney’s Hannah Montana, Disney’s DieZauberer vom Waverly Place and Hotel Zack & Cody(average audience share 3 to 13: 29.9 per cent), thelatter being Super RTL’s most popular children’sprogramme. In prime time, highest performing showsincluded background magazines for popularentertainment shows from RTL Television such asDas Supertalent – Backstage and DSDS – DasMagazin, and family-oriented programmes such asanimated movies.The revenue share of activities not directly related toclassical TV advertising remained stable at around 25per cent of Super RTL’s total revenue.The news channel N-TV had the best year in itshistory, achieving an average audience share of 1.0per cent among viewers aged 14 to 49 (2008: 0.9per cent), proving that the channel’s generalprogramming strategy – news, business reports andlive events during daytime, and magazines andfeatures during prime time – is working well. In June,the channel reached particularly large audiences withits coverage of the death of Michael Jackson, andwith the spectacular nature documentary Home.The profit centre’s three special-interest digital channels− RTL Crime, RTL Living and Passion −continued to grow steadily and are among the leadingpay-TV channels in Germany, Austria and Switzerland,with over 2.5 million subscribing households.Since autumn 2009, RTL Television and Vox havebeen available in HDTV via satellite operator SESAstra’s new HD+ offering. Both channels arebroadcast as a high-definition simulcast, featuringprogramming highlights such as films and series inreal HD. The number of programmes available in HDwill be gradually expanded over the next few years.National audience breakdownSource: GfK. Target: 14–49. 2009 (%)RTL Television 16.9Vox 7.5RTL II 6.2Super RTL 2.8N-TV 1.0Pro 7 11.9Sat 1 10.8ARD 6.6ZDF 6.3Kabel 1 6.1Others 23.9New media and diversification activitiesWithin Mediengruppe RTL Deutschland, RTLInteractive is responsible for diversification activitiesincluding digital content and services. Throughout2009, the company’s websites continued to focus onthe expansion of professionally produced videocontent, which draws large numbers of internet usersand is attractive to advertisers. Several websiteswere relaunched during the year to offer more videocontent, including RTL.de, N-TV.de, Vip.de andTeleboerse.de. With 6.49 million unique users permonth according to the latest AGOF Internet Factsreport (Q3/2009), RTL.de was once again Germany’sleading infotainment portal.During 2009, the catch-up TV service RTLnow.deregistered 136 million long-form video views – completeepisodes of series or shows – up 16 per centyear-on-year. On 1 July 2009, Vox and RTL Interactivelaunched a similar service called Voxnow.de.Combining these catch-up TV services with the clipportal Clipfish.de, the websites RTL.de, Vox.de andN-TV.de, plus thematic portals such as Kochbar.de,Frauenzimmer.de and Vip.de, the number of videoviews of professionally produced content increasedto 344 million (up 29 per cent compared to 2008).This increase was driven by RTL Television’s bigentertainment shows Ich bin ein Star – Holt mich hierraus! (I’m A Celebrity… Get Me Out Of Here!) – with12 million video views – and Deutschland sucht denSuperstar (Idols) – with over 40 million video viewsacross all internet portals.With 6.75 million unique users per month, accordingto the latest AGOF Internet Facts report (Q3/2009),Wer-kennt-wen.de established itself at the top of theGerman social networks rankings. The site had over7.3 million registered members at the end of the year,up from 5 million members at the end of 2008.Mediengruppe RTL Deutschland also stepped up itsmobile internet activities in 2009, launching mobileversions of websites such as Kochbar.de and Vox.de,while RTL Television’s mobile portal was relaunchedat the end of the year to offer significantly more videocontent. The strategy was complemented by a seriesof new iPhone applications tying in to popular RTLTelevision shows (including Das Supertalent and Werwird Millionär?), Formula 1 news (including live videostreams) and the news from N-TV.Universum Film acquires audiovisual rights to distributemovies in cinemas, and to release both moviesand TV formats on DVD or video-on-demand platforms.The company – a subsidiary of MediengruppeRTL Deutschland – performed strongly in 2009, reporting significantly higher revenue and EBITA contributions,largely due to successful theatrical releasessuch as Transporter III, Crank 2 – High Voltage, Niko,ein Rentier hebt ab and Prinzessin Lillifee.RTL GroupAnnual Report 200979

Directors’ reportGroupe M6GROUPE M6M6TV audience shareSource: Médiamétrie. Target: housewives < 50. 2005–2009 (%)Financial resultsBased on its diversified portfolio and balanced mix of revenue streams,reported revenue of Groupe M6 increased by 1.7 per cent to € 1,377 million(2008: € 1,354 million), demonstrating the group’s resilience in a strongeconomic downturn.090807060517.217.518.019.319.1Advertising revenue at the main channel, M6, fell 8.0 per cent, while theoverall net TV advertising market in France was estimated to be down 12.0per cent in 2009. As a result, Groupe M6’s net advertising market shareincreased to 23.4 per cent (2008: 21.4 per cent). Revenue from Groupe M6’sdigital channels continued to grow strongly, up 17.7 per cent year-on-year,mainly driven by the strong performance of the free digital channel, W9. Thegroup’s diversification and audiovisual rights activities reported revenuegrowth of 9.2 per cent.Reported EBITA remained almost stable at € 195 million (2008: € 196 million).A number of key factors compensated for the shortfall in advertisingrevenue. These included higher profit contributions from Groupe M6’s digitalchannels and diversification businesses; initial results from the company’scost-savings plan; and significantly lower programme costs at the mainchannel, M6, as the company did not reinvest the € 46 million spent last yearon European football championship rights.Year toDecember2009€ mYear toDecember2008€ mPer centchangeRevenue 1,377 1,354 +1.7Adjusted EBITA 199 206 (3.4)Restructuring costs and start-up losses (4) (10) (60.0)Reported EBITA 195 196 (0.5)Audience ratingsIn 2009, Groupe M6 was the only family of channelswith growing ratings. The combined audience sharein the commercial target group of housewives agedunder 50 increased to 21.6 per cent (2008: 21.2 percent), driven by the strong growth of W9.Despite the continued audience fragmentation inFrance, mainly driven by the rapid expansion of freedigital terrestrial television (DTT), the audience shareof M6 in the commercial target group remained almoststable at 17.2 per cent (2008: 17.5 per cent). As aresult, M6 not only remained the second most popularchannel in France in this demographic, it also continuedto reduce the gap to the market leader, TF1.M6 profited from its strong access prime time lineup,with the factual entertainment show Un dînerpresque parfait (Come Dine With Me) and the magazine100% mag making M6 the most watched channelin the main commercial target group in the 18:00to 19:40 time slot. 2009 was marked by a daringmove by M6 to change its evening news format.Replacing the short all-image news bulletin 6 Minutes,the new live show, Le 19.45, features a stand-uppresenter, and provides in-depth coverage and locationreporting on topical issues. Launched on 7 September2009, Le 19.45 was the only major newsbulletin in France to gain new viewers: between Septemberand December 2009, it reached an averagetotal audience of 2.5 million viewers, which representsan increase of 200,000 viewers compared to theaverage audience of 6 Minutes over the same periodin 2008.In the strategic prime time slot (20:45 to 22:45) M6was the only major channel to improve its audienceshare in the commercial target group, from 20.6 percent in 2008 to 21.3 per cent in 2009. The channelcontinued to draw large audiences with its establishedprogramme brands, including the talent showNouvelle Star (Idols), US series such as NCIS, Bonesand Desperate Housewives, factual entertainmentformats such as L’amour est dans le pré (The FarmerWants A Wife) and Pékin Express, and the popularinformation magazines, Capital and Zone Interdite.M6 also managed to create a major TV event byRTL GroupAnnual Report 200980

Groupe M6 Directors’ reportbroadcasting a World Cup football qualifying matchfor the first time. The channel drew 8.2 million viewersfor the Ireland versus France match, making it M6’smost-watched programme in 2009.Groupe M6’s main digital channel, W9, continuedits rapid growth throughout 2009. The channel’sto tal au dience share increased to 2.5 per cent (2008:1.8 per cent) – the biggest increase recorded by anyFrench channel. W9 also confirmed its market leadershipamong the DTT channels, with an average audienceshare of 3.3 per cent in the main commercialtarget group. Underlining its positioning as a ‘minigeneralist’chan nel, W9 scored high ratings in variousgenres, in cluding movies, the US series Missing andThe Simp sons, the factual entertainment formatsCauchemar en cuisine (Kitchen Nightmares) and Leconvoi de l’extrême (Ice Road Truckers), and the Idolsspin-off, Nouvelle Star – ça continue, during the latenight slot. In autumn, W9 became the first DTT channelto broadcast a major event show – The X Factor –which was co-produced with RTL-TVI in Belgium, andattracted up to 900,000 viewers. W9 also set a newratings record for a DTT channel on 27 October 2009,attracting 1.5 million viewers with the movie Astérix etles Vikings. In total, W9 aired 69 of the 100 highestratedprogrammes across DTT channels in 2009.New media and diversification activitiesIn 2009, Groupe M6’s diversification and audiovisualrights activities proved their resilience and helped tolimit the decrease in advertising revenue. GroupeM6’s leading role in the field of diversification ishighlighted by the fact that its overall share of nonadvertisingrevenue further increased to 47.4 percent (2008: 44.4 per cent).The catch-up TV service, M6 Replay, has quicklyestablished itself as one of the favourite video sitesamong French internet users. Since its launch inMarch 2008, more than 211 million programmes havebeen watched on the platform – 150 million beingviewed in 2009. The service currently counts almost2.6 million unique users each month, who watchclose to 20.7 million videos on the site. According toa recent study by Aegis Media Expert, M6 Replayoffers the highest recall of advertising messages onthe internet. Following agreements with serviceproviders such as Orange, SFR and Canal Sat, M6Replay is also available on TV screens via IPTV andon mobile devices. Based on the positive uptake fromadvertising clients, the platform broke even in 2009.Following the success of M6 Replay, the grouplaunched a catch-up TV service for W9 – W9 Replay– in December 2009. Groupe M6 complemented itsmarket-leading online video offer with a new paidservice, M6 VOD, which features premium contentsuch as movies and season passes for popular TVseries, while M6 Bonus is a free channel offeringhighlights of M6’s signature programmes, as well asinterviews, making-of documentaries and outtakes,similar to the bonus features found on DVDs. Afterthe integration of Cyréalis group and the suc cessfullaunch of thematic internet portals based on GroupeM6’s brands – including Turbo.fr (cars), Deco.fr (homedecoration) and Teva.fr (women) – M6 Web improvedits market position. In 2009, Groupe M6 reached anaverage audience of 12 million unique users permonth across all its internet sites, compared to 11million unique users in 2008.The audiovisual rights division benefited from thebox office success of the movies Twilight chapitre 1– Fascination, Harvey Milk and Prédictions.Groupe M6’s football club, Girondins de Bordeaux,ended the 2008/09 season as winners of the LeagueCup and the French championship (Ligue 1). Therefore,the team qualifed for the UEFA ChampionsLeague season 2009/10, where it advanced to theround of 16 in November 2009, finishing the groupstage with 16 out of 18 possible points, aboveBayern München and Juventus Turin. At the end of2009, the team coached by former world championLaurent Blanc again ranked number one in the Frenchchampionship. Based on this series of successes,the profit contribution from the football club Girondinsde Bordeaux increased to € 7.4 million in 2009 (2008:€ 5.6 million), while revenue was up to € 104 million(2008: € 79 million).National audience breakdownSource: Médiamétrie. Target: housewives < 50. 2009 (%)M6 17.2W9 3.3TF1 29.8France 2 12.8France 3 6.7Canal Plus 2.6France 5 1.9Arte 0.8Others 24.9“With growingrevenues andan almoststable EBITA,Groupe M6demonstratedits resiliencein a strongeconomicdownturn.”Nicolas de Tavernost,Président du Directoire,Groupe M6RTL GroupAnnual Report 200981

Directors’ reportFremantleMediaFrEMANTLEMEDIAFinancial resultsDespite the economic downturn, RTL Group’s production arm, FremantleMedia,again reached the record results level of the previous year. The companygenerated revenue of € 1,183 million (2008: € 1,203 million) and reported anEBITA of € 155 million (2008: € 155 million), with solid performances aroundFremantleMedia’s global network of companies, particularly in the US, UK andthe company’s Enterprises business, plus the first-time profit contribution fromthe newly acquired US production company, Original Productions.Year toDecember2009€ mYear toDecember2008€ mPer centchangeRevenue 1,183 1,203 (1.7)Adjusted EBITA 160 159 +0.6Restructuring costs (5) (4) +25.0Reported EBITA 155 155 0.0Production businessesIn 2009, FremantleMedia’s global network of productioncompanies was responsible for nearly 9,500hours of award-winning TV programming across 57countries, making it one of the largest creators ofinternational programme brands. The company distributedits programmes to more than 150 countries.FremantleMedia productions topped the ratingscharts in nearly every major territory in the world,including the US, the UK, Germany, Australia andFrance. Many of the company’s key formats also setnew records and delivered larger audiences than everbefore, including Got Talent in the UK and Germany,The X Factor in the UK and Denmark, and The FarmerWants A Wife in France and the Netherlands.FremantleMedia’s entertainment formats continuedto travel well during 2009. For the second yearrunning, Hole In The Wall, a Japanese game showfrom Fuji TV, was FremantleMedia’s most successfultravelling format of the year, entering 13 new marketsand bringing its total number of territories up to 39.Got Talent, which is co-produced with Syco in theUK and the US, added another nine new markets toits roster in 2009, while Take Me Out – a new datingformat developed by FremantleMedia France – is wellon its way to becoming a major global format, rollingout to five new territories in 2009, taking its totalnumber up to eight territories. The company also hasa strong stable of popular daily soaps, telenovelas,drama series and factual entertainment formats.In the US, American Idol remained the country’s mostwatched prime time entertainment show for the fifthconsecutive year. Season eight of the programme,which is co-produced by 19 Entertainment, andbroadcast by the Fox network, achieved an averageaudience of 24.9 million viewers and a share of 23.5per cent among viewers aged 18 to 49 – over threetimes higher than Fox’s prime time average share.Returning to NBC in the summer of 2009, the fourthseason of America’s Got Talent was the network’shighest rated series, attracting an average audienceof 12.3 million viewers. Originally launched in 1956,The Price Is Right, on CBS, remained the numberone daytime game show, averaging 4.6 millionviewers in 2009. In October, the classic game showLet’s Make A Deal, a Hatos Hall Productions format,returned to CBS as a daytime strip, gaining dailyaudiences of over 2 million viewers.In the UK, audiences for all of FremantleMedia’smajor entertainment formats experienced year-onyeargrowth. Series three of Britain’s Got Talent,shown on ITV 1, was the most successful yet, winningan average total audience share of 52.8 percent. The season finale was watched by 18.3 millionviewers – nearly one-third of the UK population –making it the highest rated entertainment show thisdecade and the top-performing programme of 2009.Contestant Susan Boyle became a worldwide phenomenonwithin days. Since her first audition, shehas been watched hundreds of millions of times onYouTube around the world, making her one of themost viewed stars ever on the video platform. Returningto ITV 1 in the autumn, series six of The XFactor, co-produced with Syco, was the mostpopular yet. It became the UK’s second highest ratedRTL GroupAnnual Report 200982

FremantleMedia Directors’ reportseries of 2009, with an average total audience shareof 46.9 per cent. Series-on-series, the average au diencefor The X Factor rose by 20 per cent.Fremantle-Media also produced top-rated programmes for theother major channels in the UK, including season fiveof The Apprentice, a Mark Burnett Productions formatfor BBC One, and the popular property show GrandDesigns for Channel 4, while Neighbours, producedby FremantleMedia Australia, remained Five’s mostwatched daytime programme.In Germany, series three of Das Supertalent (GotTalent) delivered the highest ratings yet for the format,with an average audience of 6.8 million viewers,representing an audience growth of 25 per cent yearon-year.For the target audience of viewers aged14 to 49, Das Supertalent achieved an averageaudience share of 33.2 per cent. Meanwhile, seasonsix of Deutschland sucht den Superstar (Idols) scoredan average audience share of 30.6 per cent amongyoung viewers for RTL Television, also up from theprevious year.Airing in October, the two-part event movie DerVulkan, produced by Teamworx, a subsidiary ofFremantleMedia’s German production arm UFA, wona total audience of 6.3 million viewers, making it RTLTelevision’s highest rated TV movie of the year.In Australia, the finale of the cooking game showMaster Chef attracted 3.7 million viewers, making itthe most watched non-sports show ever aired in thatterritory. On average, the first season of the show,which was broadcast on Network Ten, achieved atotal audience share of 41.3 per cent.As part of its global growth strategy, which combinesorganic growth with selected acquisitions, Fremantle-Media acquired a 75 per cent stake in Original Productions– the US-based creator of hit TV showssuch as Ice Road Truckers and Ax Men – in February2009.Number of hours producedProgrammes 20092008NewReturningTotal1,9047,5459,449Breakdown of hours producedby main markets20092,4517,4669,9172008Germany1,1801,309USA705916Spain522632France510354UK452455Italy 372261The FremantleMedia subsidiaries Talkback Thamesand UFA Fernsehproduktion formed a joint DramaDevelopment Unit in Berlin to create drama coproductionsfor the UK and German markets. Themove follows a successful collaboration between thetwo companies last year on The Bill and Soko Leipzig,popular prime time police dramas in Britain andGermany respectively.FremantleMedia Enterprises (FME)FremantleMedia Enterprises (FME) works withFremantleMedia’s own brands and those of third partiesto create added revenue opportunities throughinternational content distribution, licensing, new mediaand home entertainment.Through their global distribution network, FMEcontinued to distribute the hit UK drama series TheAdventures of Merlin, a Shine production for BBCOne. At the end of 2009, the first season of theprogramme had been sold to 52 broadcasters inover 180 countries, and season two has to date soldto more than 165 countries. In December, the BBCannounced its commission of a third series.FME secured international sales of American Idol tomore than 150 countries, including France, Japan,the UK and Australia. In a unique extension of theIdols brand, the company succeeded in closing a dealto create a TV programme-based attraction – TheAmerican Idol Experience – at Walt Disney WorldResort, Florida, which opened in February 2009.Other new live events launched by FME in 2009 includeAmerica’s Got Talent Live in Las Vegas, Tasteof Emeril’s – Cooking Challenge in Atlantic City, andthe inaugural table tennis tournament Hardbat Classic,also in Las Vegas. The long-running The Price is RightLive in Las Vegas also enjoyed continued success.The Britain’s Got Talent website, created by TalkbackThames Digital, had record-breaking success withover 51 million videos watched. The award-winningwebsite for The X Factor attracted nearly 30 millionvideo views. The official X Factor YouTube channelreached number five in the all-time most popular UKchannel chart.“2009 was anoutstandingyear for us. Weinspired audienceswith ourcreative workworldwide,as well asdeliveringrecord breakingratings andconcludingmajor andinnovativecommercialdeals.”Tony Cohen,CEO, FremantleMediaRTL GroupAnnual Report 200983

Directors’ reportRTL NederlandRTL NEDERLANDRTL 44TV audience shareSource: SKO. Target: shoppers 20–49 (18–24h). 2005–2009 (%)Financial resultsTotal revenue at RTL Nederland was down 14.9 per cent to € 371 million(2008: € 436 million) as TV and radio advertising revenue decreasedconsiderably. The Dutch TV advertising market was estimated to bedown 10.7 per cent, with RTL Nederland taking 39.5 per cent of the market(2008: 39.0 per cent).Total EBITA of the profit centre increased to € 72 million (2008: € 70 million),thanks to an early focus on cost reduction. The TV activities reduced theiroperating costs by € 41 million – 14 per cent year-on-year – mainly driven byprogramme cost savings and lower personnel costs resulting from thecompany’s restructuring in 2008, which had impacted the unit’s previousyear EBITA.Year toDecember2009€ mYear toDecember2008€ mPer centchangeRevenueTV 318 372 (14.5)Radio 53 64 (17.2)Total 371 436 (14.9)EBITATV 53 59 (10.2)Radio 19 29 (34.5)Restructuring costs − (18) n.a.Total 72 70 +2.9Audience ratingsRTL Nederland’s family of channels achieved acombined prime time audience share of 32.3 per centin the main commercial target group of shoppers aged20 to 49, up 1.8 percentage points from 2008 (30.5per cent). This put RTL Nederland clearly ahead of itsmain commercial competitor, SBS group (28.0 percent), and the public broadcasters (26.1 per cent).The ratings increase was mainly driven by the flagshipchannel RTL 4, which grew its average prime time090807060517.014.914.815.817.6audience share strongly, from 14.9 to 17.0 per cent,in the target group of shoppers aged 20 to 49. Thechannel’s theme nights on weekdays consist of adiverse range of new and established programmesthat have attracted large audiences. They includefactual entertainment formats such as Uitstel VanExecutie, Mijn Tent Is Top, and De Frogers: Effe GeenCent Te Makken, plus US crime series such as CSIand Bones. Weekend nights are dominated by familyentertainment formats and shows, including Ik HouVan Holland, Ushi & Dushi, and the successful newcomedy format De TV Kantine. Series two of X Factorperformed very well, winning an average audienceshare of 30.9 per cent in the target group (shoppersaged 20 to 49) and was the channel’s highest ratedshow of 2009 for this audience. RTL 4’s early evening,with formats such as Editie NL, RTL Boulevard, RTLNieuws and the long-running daily soap GoedeTijden, Slechte Tijden (Good Times, Bad Times) alsoachieved strong ratings in 2009.RTL 5 finished 2009 with a 9.6 per cent prime timeaudience share in the 20 to 34-year-old demographic,up from 9.1 per cent in 2008, with blockbustermovies, Dutch versions of reality shows (Benelux NextTop Model, Expeditie Robinson, So You Think YouRTL 550908070605TV audience shareSource: SKO. Target: 20–34 (18–24h). 2005–2009 (%)*12 August – 31 December 20059.69.110.111.0*9.0RTL GroupAnnual Report 200984

RTL Nederland Directors’ reportRTL 77TV audience shareSource: SKO. Target: men 20–49 (18–24h). 2005–2009 (%)0908070605*12 August – 31 December 20056.76.96.75.4*4.8Can Dance), dating shows (Take Me Out, Daten InHet Donker) and the game show Wipe Out scoringhigh ratings among young viewers. RTL 7 achievedan audience share of 6.7 per cent in its main targetdemographic of men aged 20 to 49 (2008: 6.9 percent). Key pillars of the channel’s schedule are livebroadcasts of football games, the weekly footballmagazine Voetbal International, motor sports andmo vies for men. RTL 8 achieved a prime time audienceshare of 3.3 per cent in its key target groupof women aged 20 to 49, slightly down from 2008(3.4 per cent).At the beginning of October 2009, RTL Nederlandlaunched its first special-interest channel, RTLLounge, which is available through some cableproviders’ pay packages. Aimed primarily at youngwomen, its programming is based on drama seriesand lifestyle, with the prime time lifestyle slot coveringa different theme each day of the week. RTL Loungehas already become the country’s most viewed digitalchannel.In July 2009, RTL Nederland and cable operatorUPC signed a co-operation agreement to make allRTL channels available in high definition.Radio 538 is a hit radio station, which plays a rangeof contemporary and recent chart music, plus dancemusic and R&B, presented by the Netherlands’ mostpopular DJs. Co-operation between RTL Nederland’sTV and radio activities was strengthened during2009. For example, Radio 538 hosts a series ofpopular events and promotions in co-operation withthe RTL TV channels, including the highly popularQueen’s Day party in Amsterdam in partnership withRTL 5, and Hotel 538, a meet and greet betweenX Factor finalists and Radio 538 listeners. In 2009,Radio 538 achieved an average audience share of16.2 per cent among listeners aged 20 to 49 (2008:16.9 per cent), making it the country’s leading radiostation by a large margin. The station’s share of thenet radio advertising market was 25.1 per cent (2008:26.9 per cent). Despite the economic downturn, theradio station remained highly profitable, with a 35.8per cent profit margin (2008: 45.0 per cent).At the end of October, the RTL brand returned to theDutch radio market to launch the digital radio stationRTL Lounge Radio, which targets the same femaleau dience as the new digital TV channel. Radio 538supplies technology and programming for RTLLounge Radio.New media and diversification activitiesRTL Nederland’s internet activities grew strongly in2009. The company’s network of websites – includingthe general portal RTL.nl, the catch-up TV serviceRTLGemist.nl, the new cooking portal Etenvandaag.nl,the new gaming portal Spelsalon.nl, and a variety ofwebsites dedicated to popular formats such as XFactor – increased its average number of uniqueusers per month to 5.1 million (2008: 3.9 million).The number of video views more than doubled to185 million (2008: 91 million). The most popularstreams were episodes of the daily soap GoedeTijden, Slechte Tijden, the entertainment news showRTL Boulevard, and clips from the RTL Nieuwswebsite. The offer extended its reach during 2009through cooperation with leading cable networksZiggo and UPC, making it available on TV screens.A new functionality has also been added to UPC’son-demand service, enabling viewers to watchepisodes of several RTL TV series before they arebroadcast on RTL Nederland’s channels.National audience breakdownSource: SKO. Target: shoppers 20–49 (18–24h). 2009 (%)RTL 4 17.0RTL 5 8.1RTL 7 4.2RTL 8 3.0Nederland 1 14.4SBS 6 14.3Nederland 3 7.8Net 5 7.6Veronica 6.0Nederland 2 3.9Others 13.7“Thanks toour early focuson costreduction,RTL Nederlandincreased itsEBITA in 2009.At the sametime, ourflagshipchannel, RTL 4,became againthe clearmarket leader.”Bert Habets,CEO, RTL NederlandRTL GroupAnnual Report 200985

Directors’ reportFive GroupFIVE GROUPFinancial resultsIn a net TV advertising market estimated to be down 12.5 per cent year-onyear,revenue of the Five Group fell 29.9 per cent to € 303 million (2008: € 432million). In local currency, revenue was down 21.1 per cent. After severalyears of growing its share of the advertising market, the Five family ofchannels – including the digital channels Five USA and Fiver – lost marketshare in 2009, accounting for 8.4 per cent of the net TV advertising market(2008: 9.6 per cent).The Five Group reported an operating loss of € 10 million (2008: operatingEBITA of € 2 million). This figure excludes restructuring costs of € 9 millionand a programme write-down amounting to € 22 million, relating to revisedrevenue expectations for acquired US series, based on weak marketconditions.Throughout the reporting period, management worked intensively onrecalibrating the company’s cost base. In early March 2009, Five presented acomprehensive restructuring plan, designed to increase the efficiency of thebroadcaster. The plan called for leaner management structures and asignificant headcount reduction. Eighty seven positions out of a totalworkforce of 354 were impacted. At the same time, Five undertook stringentcost management across all of its channels to limit the EBITA impact of theadvertising revenue shortfall. The business took the decision to concentrateits efforts on the more commercially valuable parts of the schedule, such asprime time. In local currency, the Five Group reduced its operating costs,excluding restructuring costs and write-downs, by GBP 65 million or 19 percent in 2009, mainly as a result of significant programme cost savings.“A renewed focus on theschedule led to Fivebecoming the only terrestrialfamily of channels in theUK to post an increase in itsviewing share, despitethe need to make significantprogramme cost savings.”Dawn Airey,Chair and CEO, FiveYear toDecember2009€ mYear toDecember2008€ mPer centchangeRevenue 303 432 (29.9)Revenue in local currency 269 341 (21.1)EBITA Five main channel 4 16 (75.0)EBITA Five digital channels (14) (14) 0.0Operating EBITA (10) 2 n.a.Restructuring costs (9) (4) >100.0Programme write-down (22) − n.a.Five Group * 0908070605TV audience shareSource: BARB. Target: 16+. 2005–2009 (%)* Including Five USA and Fiver, launched in October 20066.36.26.26.06.6RTL GroupAnnual Report 200986

Five Group Directors’ reportAudience ratingsFive was the only terrestrial family of channels in theUK to increase its adult viewing share in 2009, upslightly to 6.27 per cent (2008: 6.24 per cent). The ITVand Channel 4 families both lost audience share.As in previous years, all of the UK’s main terrestrialchannels lost audience share, largely due to fragmentationfrom the increasing penetration of multichanneldigital TV. Five experienced the least declineof all the commercial channels, retaining a 4.98 percent audience share among viewers aged 16 andover (2008: 5.14 per cent).Cornerstones of the Five schedule, such as the CSIfranchises, attracted some of the channel’s highestever audiences during the reporting period. Theepisode broadcast on 17 March 2009, which centredon the departure of lead character Gil Grissom(William Petersen), drew 4.3 million adults – thehighest audience ever for a drama on Five, despitethe crime series being in its ninth season. CSI’songoing popularity provided the springboard for Fiveto launch two new acquisitions, Flash Forward andThe Mentalist, and to market the channel as thehome of US drama on British TV. The series premiereof The Mentalist, on 26 March, achieved the highestaudience for a new drama in the channel’s historywith 4.12 million adult viewers and an 18.3 per centshare. Over the course of 2009, The Mentalistaveraged 2.84 million viewers (12 per cent totalaudience share). FlashForward, a tense episodicdrama, also made an impressive debut with 4.1million viewers, and averaged 3.6 million individualsacross the series – a share of 13.1 per cent.These achievements also extended to some of Five’slong-running domestic commissions. The final day ofThe Ashes cricket tournament between England andAustralia delivered the highest audience ever for thechannel’s cricket coverage: 2.09 million viewers.Similarly, the 12 th season of The Gadget Show wasits most successful to date, attracting an average of1.62 million viewers across the series and a 6.6 percent total audience share.In the digital arena, Five’s two digital channelscapitalised on new brand identities by achieving athird consecutive year of share growth. Five USA’sshare of adult viewing grew by more than a fifth to0.75 per cent (2008: 0.61 per cent), while Fiver’saudience share among viewers aged 16 and overincreased to 0.54 per cent (2008: 0.49 per cent).New media and diversification activitiesFollowing a relaxation in the rules surroundingteleshopping, 2009 saw Five enter the gaming arena.The company concluded an innovative commercialairtime deal with Net Play TV to broadcast a liveinteractive casino programme during the late nightteleshopping window of the main channel. The fiveyeardeal offers revenue participation to Five, and thecompany has been granted a 5 per cent option overthe share capital of Net Play TV.Two internet gaming products, Five Casino and FiveBingo, developed in partnership with Party Gaming,were rolled out during the period. The company alsolaunched two category-specific websites designedto showcase selected Five TV content to precisedemographics. FiveFwd, aimed at young male fansof cars and technology, carries content from TheGadget Show and motoring series Fifth Gear. HolySoap, intended for female soap fans, contains fulllength episodes of Five’s two Australian serials,Neighbours and Home and Away, as well as news,episodes and clips from all the major TV soaps.As a result of these efforts, the number of monthlyunique visitors to Five’s portfolio of websites rose by28 per cent in 2009 to an average of 1.83 million(2008: 1.43 million). The number of long-form videosserved by Demand Five rose to an average of 1.3million per month (2008: 0.3 million). In all, Five’sfamily of websites served 50.7 million long- and shortformvideo streams in 2009 (2008: 12.6 million).Five concluded a deal with Google to make a libraryof full-length TV programmes available via YouTube.The deal enables YouTube users in the UK to accessmore than 250 hours of recently-broadcast catch-upTV and archive programmes. Five Sales sells displayand video advertising around the content.The company also grew its brand presence offline.The inaugural Gadget Show Live, based on thepopular factual series, won the UK Association ofExhibition Organisers’ award for Best ConsumerLaunch. All 30,000 tickets for the three-day event,which took place in April at the National ExhibitionCentre in Birmingham, were sold out in advance. Itwill now become an annual event.National audience breakdownSource: BARB. Target: 16+. 2009 (%)Five (main channel) 5.0BBC One 21.9ITV 1 18.4Channel 4 7.6BBC Two 7.8Others 39.3RTL GroupAnnual Report 200987

Directors’ reportRTL BelgiumRTL BELGIUMFinancial resultsRevenue at the Belgian profit centre, which includes TV and radio activities,decreased by 6.0 per cent to € 203 million (2008: € 216 million). The net TVadvertising market in French-speaking Belgium was estimated to be down3.8 per cent, with RTL Belgium outperforming the market. The radioadvertising market also decreased significantly. The shortfall in advertisingrevenue was partly compensated by a strong increase in non-advertisingrevenue. This was mainly due to the first-time consolidation of the homeshoppingservice HSS Belgium, which has become a 50/50 joint venture withGroupe M6.Total EBITA for the profit centre decreased to € 36 million (2008: € 39 million),mainly due to a lower profit contribution from the unit’s radio business,while operating costs at RTL Belgium’s TV business were reduced by€ 6 million (6 per cent year-on-year).Year toDecember2009€ mYear toDecember2008€ mPer centchangeRevenueTV 158 164 (3.7)Radio 45 52 (13.5)Total 203 216 (6.0)EBITATV 20 20 0.0Radio 16 19 (15.8)Total 36 39 (7.7)“With its best year everin terms of audienceratings, the RTL familyof TV channels significantlyenhanced its positionas market leader inFrench-speaking Belgium.”Philippe Delusinne,CEO, RTL BelgiumRTL GroupAnnual Report 200988

RTL Belgium Directors’ reportAudience ratingsThe RTL family of TV channels significantly enhancedits position as market leader in French-speakingBelgium, with an average prime time audience shareof 38.9 per cent in the target group of shoppersaged 18 to 54 – 2.9 percentage points higher thanin 2008 (36.0 per cent). This record result underlinesthe complementary positioning of RTL-TVI (generalinterest),Club RTL (sport, children’s programmingand alternative fiction) and Plug RTL (young viewersaged 15 to 34). In terms of total audience, the familyof channels aired 81 of the year’s 100 top programmes.audience share of 37.6 per cent among shoppersaged 18 to 54, making it the second most popularentertainment format after RTL-TVI’s show with theBelgian comedian François Pirette. The highest ratedof today’s US series were again aired by RTL-TVI,including Desperate Housewives, CSI: Miami,Dr House, CSI: NY, and NCIS Enquêtes Spéciales.On Thursday evenings, traditionally reserved for films,RTL-TVI recorded an average audience share of 34.1per cent in its main target group.Club RTLTV audience shareSource: Audimétrie. Target: men 18–54 (17–23h). 2006–2009 (%)RTL-TVI09080706TV audience shareSource: Audimétrie. Target: shoppers 18–54 (17–23h). 2006–2009 (%)28.926.326.826.6This positive development was mainly driven by theflagship channel RTL-TVI, which increased its averageprime time audience share to 28.9 per cent in themain commercial target group (2008: 26.3 per cent)and widened its lead over the public broadcaster LaUne to 17.1 percentage points. RTL-TVI was also theclear market leader in terms of total audience share.RTL-TVI’s news programmes remained the clearfavourite among viewers in French-speaking Belgium.With a total audience share of 43.7 per cent, themidday news scored the highest ratings every day in2009, while the main news bulletin, Le Journal, wasnumber one on all but four evenings, with an averagetotal audience share of 46.6 per cent – 14.5percentage points ahead of its direct competitor, JT,on the public broadcaster La Une. RTL-TVI also drewlarge audiences with its early-evening informationprogrammes such as Tout s’explique, Images àl’appui, Coûte que Coûte, Enquêtes and theemblematic Place Royale. All the top 10 magazineshows of 2009 were aired by RTL-TVI.In January 2009, the factual entertainment show Undîner presque parfait (Come Dine With Me) movedfrom Plug RTL to the flagship RTL-TVI where theformat continued to grow in popularity, scoring anaverage audience share of 39.6 per cent in the maincommercial target group of shoppers aged 18 to 54.Based on this success, and on higher ratings for thegame show Septante et un, the channel’s audienceshare increased to 31.3 per cent in the 17:00 to19:00 time slot.09080706Plug RTL090807067.17.27.16.7Club RTL continued to focus on children’s programmesduring the day and sports in the evening.The channel drew large audiences with its footballshow La Coupe, broadcasting Belgian Cup matches,the animated sitcom Les Simpson (The Simpsons),French comedy series Camera Café, and films. ClubRTL ended the year with a prime time audience shareof 7.1 per cent in its main target group of maleviewers aged 18 to 54 (2008: 7.2 per cent).TV audience shareSource: Audimétrie. Target: 15–34 (17–23h). 2006–2009 (%)4.84.43.73.9Plug RTL continued its audience growth followinglast year’s rebranding and repositioning. Thechannel’s prime time audience share among youngviewers aged 15 to 34 increased to 4.8 per cent(2008: 4.4 per cent). The channel’s flagship formatsinclude popular entertainment programmes fromGroupe M6, such as D&Co, Pékin Express andNouvelle Star, plus repeats of hit US series such asCSI: Miami, Lost and Heroes.In prime time, the first season of the Belgian versionof the romantic docu-soap L’amour est dans le pré(The Farmer Wants A Wife) scored an averageRTL GroupAnnual Report 200989

RTL Radio France Directors’ reportRTL RADIO FranceFinancial resultsIn a net radio advertising market estimated to be down 8.7 per cent,reported revenue of the French radio profit centre decreased by 7.9 per centto € 174 million (2008: € 189 million). The net advertising share of the RTLradio family increased to 28.3 per cent (2008: 28.0 per cent). ReportedEBITA, including restructuring costs and one-time charges, was € 15 million(2008: € 32 million).The company recently launched a comprehensive cost-reduction plan, withthe aim of reducing its cost base by 10 per cent over the three years from2009 to 2011. In 2009, operating costs of the profit centre were already down€ 6 million or 4 per cent, mainly due to lower personnel costs. In December2009, the company announced the launch of a voluntary mobility plan in 2010for non-journalist personnel. The plan could result in the departure of morethan 10 per cent of the total of 200 staff potentially involved.Audience ratingsRTL Radio, RTL 2 and Fun Radio achieved a combinedaverage audience share of 19.1 per cent, down0.7 percentage points on 2008. However, the RTLradio family remained clearly ahead of its directcommercial competitors, the radio families of NRJ(15.1 per cent; down 0.8 percentage points on 2008)and Lagardère (14.1 per cent, down 0.1 percentagepoints on 2008).RTL Radio0908070605Radio audience shareSource: Médiamétrie. Target: 13+. (since 9/2002). 2005–2009 (%)12.413.012.811.711.5Year toDecember2009€ mYear toDecember2008€ mPer centchangeRevenue 174 189 (7.9)Adjusted EBITA 18 32 (43.8)Restructuring costs (3) − n.a.Reported EBITA 15 32 (53.1)In a challenging environment where major stationssuch as Europe 1 and NRJ significantly revampedtheir morning prime time slots, the flagship stationRTL Radio achieved a market-leading average audienceshare of 12.4 per cent (2008: 13.0 per cent)and remained the unchallenged leader in the otherkey ratings criteria – daily cumulated audience andtime spent listening.Several key programme slots continued to performstrongly and maintained their leading position,including Ca Peut Vous Arriver, hosted by JulienCourbet, and the station’s legendary afternoon hitshow, Les Grosses Têtes, hosted by PhilippeBouvard. In terms of audience share, both programmeswere 88 per cent ahead of their closestrival in their respective time slot. RTL Radio alsodefended the clear leadership of its prime time (7:30to 9:30) news programme, which attracted anaverage audience of 4 million listeners, representinga 13.9 per cent total audience share.RTL Radio confirmed its status as the number oneFrench radio station by continuing to provideexclusive content to its listeners and by introducingnew concepts. In the midst of the financial crisis,RTL Radio launched Journée RTL emploi (JobRTL GroupAnnual Report 200991

Directors’ reportRTL Radio FranceCreation Day), an entire day dedicated to helpingpeople find jobs. The programme gave advice onpeople’s problems, while job offers were publishedfor free on its website. The programme became aregular monthly special from September, quicklygaining popularity. Between its launch in March 2009and November 2009, the number of job offersavailable online tripled to 35,000.“RTL Radio confirmedits status as the numberone French radio stationby continuing to provideexclusive contentto its listeners, and byintroducing new concepts.”Christopher Baldelli,CEO, RTL Radio (France)In 2009, RTL Radio again teamed up with internationalstars such as Prince, Seal, and Michael Bublé, alongwith up-and-coming talents such as Melody Gardot,who chose RTL’s studios for intimate concerts. Thestation was also the partner of long-anticipatedcome backs such as the AC/DC and Paul McCartneyconcerts.Fun Radio0908070605Radio audience shareSource: Médiamétrie. Target: 13+. (since 9/2002). 2005–2009 (%)3.83.83.83.43.1Positioning Fun Radio as a ‘dance-floor musicformat’ proved to be a winning strategy. In a difficultmarket for music radio stations − which have lost 3.8percentage points of total audience share over thepast four years − Fun Radio stabilised its audienceshare at 3.8 per cent. The popular morning show,hosted by Manu and Virginie, attracts more than 1.5million listeners daily, and the station has establisheditself as the reference radio station in the dancemusic scene by adding Madonna (a former NRJexclusive) to its portfolio of musical partnerships,which already includes Britney Spears, Lady Gaga,David Guetta and Beyoncé.RTL 22Radio audience shareSource: Médiamétrie. Target: 13+. (since 9/2002). 2005–2009 (%)09080706052.93.03.02.83.0RTL 2, the pop/rock station, ended 2009 with anaverage audience share of 2.9 per cent (2008: 3.0per cent). With a popular morning show, whichreached its highest audience level in spring, and anappealing mix of new pop/rock artists such as JasonMraz and Renan Luce, and old favourites such as U2and Phil Collins, RTL 2 successfully bucked thedecline among music stations. In December 2009,RTL GroupAnnual Report 200992

RTL Radio France Directors’ reportthe station announced that Calogero – a majorFrench singer and former NRJ exclusive – would jointhe RTL 2 partnerships.New media and diversification activitiesAt the end of May 2009, the French media regulator,Conseil Supérieur de l’Audiovisuel (CSA), granteddigital transmission licences to 160 radio stations inthree major cities – Paris, Marseille and Nice. TheRTL radio family was granted one additional licencefor RTL L’Equipe, a 50/50 joint venture with theleading French sports daily, L’Equipe. The stationwas launched in October 2007 as an internet radiostation dedicated to sports and news, and hassignificantly increased its online audience since then.The average number of unique users per month grewto 157,000 in 2009.Over the course of the year, traffic to the websitesoperated by RTL Net, RTL Radio’s online subsidiary,has significantly increased by 62 per cent to 3.4million unique visitors per month (2008: 2.1 millionunique visitors). In particular, RTL Radio’s website,RTL.fr, has confirmed its position as the number oneradio site in France. With a monthly average of 2.5million unique visitors in 2009, the site increased itsaudience by over 60 per cent compared to 2008.In 2009, RTL Net continued developing its internetactivities with four new thematic websites, includingRTLConso.fr, dedicated to helping consumers, andOnRefaitLesCourses.fr, which provides France’s sixmillion racegoers with tips and advice on horsebetting. RTL Net also launched a new version ofRTL2.fr, WAP mobile websites for each of the threeradio stations, and three iPhone applications – FunRadio’s becoming the most downloaded app of anyFrench radio station.In November 2009, Fun Radio extended its StarfloorCD brand by creating, in partnership with the GroupeM6 TV channels, a huge dance music event at theColiseum in Paris Bercy. This unique live concertfeatured stars such as Shakira, Martin Solveig, BobSinclair and Flo-Rida. The 14,000 tickets available forthe concert were sold out a month before the eventtook place.National audience breakdownSource: Médiamétrie. Target: 13+. 2009 (%)General-interestradio networksRTL 12.4France Inter 9.8Europe 1 8.2Music radio networkstargeting adultsRTL 2 2.9Nostalgie 4.9RFM 3.1Chérie FM 2.9Music radio networkstargeting young listenersFun Radio 3.8NRJ 5.7Skyrock 4.4Other formats 41.9RTL GroupAnnual Report 200993

Directors’ reportOther segmentsOther segmentsThis segment comprises the fully consolidated businesses RTL Klub(Hungary), Alpha Media Group (Greece), RTL Televizija (Croatia),and RTL Group’s Luxembourgish activities, plus UFA Sports, the CorporateCentre, the German radio business and the at-equity participationsin Grupo Antena 3 (Spain) and Ren TV (Russia).RTL KlubFollowing a change in the shareholding structure,which resulted in RTL Group holding 67 per cent ofthe economic rights, RTL Klub has been fullyconsolidated into the 2009 accounts from 1 April2009. Since this date, consolidated revenueamounted to € 83 million and EBITA to € 18 million(profit share based upon equity accounting in 2008:€ 10 million). In a net TV advertising market estimatedto be down 17.3 per cent, the channel’s marketshare decreased to 46.7 per cent (2008: 47.8 percent). In reaction to the difficult economic climate, thecompany implemented stringent cost managementand succeeded in reducing operating costs by 18per cent year-on-year.At the end of 2009, more than 80 per cent of Hungarianhouseholds had access to multichannel services –mainly due to the expansion of digital satellite TV –while the total number of Hungarian-speaking channelsincreased to 82 at the end of 2009, with 18 of thembeing launched in the past 18 months. As a result ofthis increasing audience fragmentation, RTL Klub’sprime time audience share in the key demographic of18 to 49-year-old viewers decreased to 30.7 per(2008: 32.6 per cent). Despite this, the channelextended its lead over its closest competitor, TV 2, to8.6 percentage points (2008: 7.9 percentage points).RTL Klub’s clear audience leadership was achievedby its broad range of programmes, includingestablished audience favourites such as the dailysoap Barátok Közt (Between Friends), the tabloid“With RTL Most, we launchedHungary’s first catch-up TVservice. More than 12 millionvideo views since thelaunch and the end of 2009clearly show that ouraudience quickly embracedthis new service.”Dirk Gerkens,CEO, RTL Klubnews magazine Fókusz, the daily news show Híradó,US drama series such as The Mentalist, ER, CSI:Miami, CSI: NY and Grey’s Anatomy, and blockbustermovies. RTL Klub’s biggest hit in 2009 was thesecond season of the talent show Csillag születik (AStar Is Born). With a modified concept and a newjury, the show achieved an average audience shareof 50.2 per cent in the commercial target group.Another popular programme in 2009 was the realityshow Marry me, Dániel!, featuring the eccentricRTL GroupAnnual Report 200994

Other segments Directors’ reportmusician Dániel Benko (average audience share 18to 49: 36.8 per cent).RTL Klub was the first commercial broadcaster tojoin Antenna Hungária’s digital terrestrial platform,Min Dig TV, an important step to facilitate the digitalswitchover.At the end of September 2009, RTL Klub launchedRTL Most, Hungary’s first catch-up TV service. Thewebsite offers RTL Klub’s domestic programmes inhigh quality shortly after they air on TV. Between itslaunch and the end of the year, more than 12 millionlong-form videos were viewed by around 300,000registered users.RTL Klub0908070605TV audience shareSource: AGB Hungary. Target: 18–49 (primetime). time). 2005–2009 (%)National audience breakdownSource: AGB Hungary. Target: 18–49 (prime time). 2009 (%)RTL Klub 30.7TV 2 22.1MTV 1 4.9Viasat 5.1Others 37.230.732.634.834.436.5Alpha Media GroupIn December 2008, RTL Group gained control of theGreek broadcasting company Alpha Media Group.In reaction to the substantial economic downturn –the Greek TV advertising market fell by an estimated18.7 per cent in 2009 – local management initiateda comprehensive turnaround plan for the company.First, the programme grid of Alpha TV was completelyoverhauled, positioning it as a family-oriented channelwith a focus on docu-soaps and entertainment. Atthe same time the channel’s hit formats such as themorning entertainment show Kafes me tin Eleni, thereal life entertainment programme Pame Paketo,and the satirical comedy show Al Tsantiri Niouz withLakis Lazopoulos, were retained. Secondly, operatingcosts were reduced drastically over the reportingperiod. Excluding restructuring costs, operating costswere down by € 40 million or 29 per cent year-onyear,resulting from significantly lower programmeand overhead costs. In total, the headcount of thecompany was reduced from 669 to 506 employeesover the year.The channel’s new programming strategy has alreadyproved successful. Overall, Alpha TV increased itsaverage audience share in its main target group ofviewers aged 15 to 44 to 13.7 per cent in 2009, upfrom 12.5 per cent in 2008. The channel scoredparticularly high ratings with local adaptations ofinternationally successful formats, including ComeDine With Me, Kitchen Nightmares and The FarmerWants A Wife. In access prime time, Come Dine WithMe has become the most watched show in its timeslot, achieving an average audience share of 25.1 percent among viewers aged 15 to 44 since its launchon 30 March 2009. In prime time, the satirical comedyshow Al Tsantiri Niouz remained the channel’s – andthe market’s – most successful programme, with anaverage audience share of 52.4 per cent in the targetgroup in 2009. In Q4/2009, Alpha TV improved itsaverage audience share among young viewers to15.1 per cent, up 2.6 percentage points comparedto Q4/2008. In prime time, the gain was even bigger:plus 7.2 percentage points to 18.1 per cent.Despite significantly lower revenue amounting to € 70million − down 28.3 per cent on a pro-forma basis− the company was able to achieve a better resultthan in 2008, thanks to its clear focus on costcutting.EBITA was minus € 34 million, includingrestructuring costs of € 6 million. This compares to apro-forma EBITA of minus € 41 million in 2008. In2010, the company will operate with a significantlyreduced cost base.National audience breakdownSource: AGB Nielsen Media Research. Target: 15–44. 2009 (%)Alpha TV 13.7Mega 19.4Antenna 16.8Star 13.2Alter 7.8Skai 5.0Net 6.6Others 17.5“Throughout2009,Alpha TV wasrepositionedas a familyorientedchannel witha focus onentertainmentand docusoaps.Withsignificantlygrowingaudienceshares,the newprogrammingstrategyhas alreadyprovedsuccessful.”Christoph Mainusch,CEO, Alpha Media GroupRTL GroupAnnual Report 200995

Directors’ reportOther segmentsRTL TelevizijaIn a Croatian TV advertising market that fell by anestimated 19.1 per cent, revenue of RTL Televizijadecreased by 18.0 per cent to € 41 million (2008:€ 50 million). Consequently, the channel’s net TVadvertising market share increased to 42.5 per cent(2008: 41.4 per cent). EBITA was minus € 3 million(2008: € 2 million), reflecting the shortfall in advertisingrevenue. Excluding the significant programme investmentfor the handball world championship in January2009, the company’s operating costs fell € 6 millionor 12 per cent.Over two weeks in January 2009, RTL Televizijabroadcast more than 70 hours of handball WorldCup coverage, including 27 live matches. The final,between the Croatian and French national teams,became the most watched programme in the historyof TV audience measurement in Croatia, amongviewers aged 18 to 49, drawing an audience shareof 81.3 per cent and a total audience share of 74.9per cent.In 2009, RTL Televizija remained the market leaderin the main commercial target group of viewersaged 18 to 49, both in prime time and throughoutthe whole day. While the channel increased itsaverage audience share in prime time – by 0.3percentage points to 28.0 per cent – the all-dayaudience share was slightly down to 26.2 per cent(2008: 26.4 per cent).The channel scored high ratings in all genres. TheCroatian version of the popular hit show Idols –Hrvatska traži zvijezdu – achieved an averageaudience share of 32.1 per cent among youngviewers, while docu soaps such as Ljubav je na selu(The Farmer Wants A Wife) and Jezikova Juha(Kitchen Nightmares) also proved highly popular. Allof the year’s top ten prime time series in the 18 to 49demographic were aired by RTL Televizija, includingDesperate Housewives, Grey’s Anatomy, The Mentalist,Bones, and CSI: Miami. Movies also continueto be an important part of RTL Televizija’s schedule.The channel presented all of the ten most-watchedmovies on Croatian television in 2009. The mainnews bulletin, Vijesti, achieved an average audienceshare of 33.7 per cent among young viewers.The company has developed a dedicated specializedsecond-chance channel, RTL Plus, which offersviewers well-known, locally produced entertainmentformats and US series, which already aired on RTLTelevizija. RTL Plus is available via IPTV services inCroatia, and as part of both cable and IPTV servicestargeted at Croatian expatriates in the US, Canadaand Australia.“Despite substantialreduction of theprogramming budget wewere still ableto achieve marketleadership in Croatia.”Johannes Züll,CEO, RTL TelevizijaRTL Televizija0908070605National audience breakdownTV audience shareSource: AGB Nielsen Media Research. Target: 18–49. 2005–2009 (%)Source: AGB Nielsen Media Research. Target: 18–49. 2009 (%)RTL Televizija 26.2HTV 1 23.6Nova 22.8HTV 2 12.8Others 14.626.226.428.328.628.6RTL GroupAnnual Report 200996

Other segments Directors’ reportRTL Lëtzebuerg, BCEIn 2009, RTL Lëtzebuerg celebrated a triple anniversary:it was half a century since RTL Radio Lët zebuergfirst went on air, 40 years since RTL TéléLëtzebuerg broadcast its first TV programme, and 15years since the group became active on the internet.The combination of RTL Lëtzebuerg’s three mediachannels achieved an impressive daily reach of 76.5per cent of all Luxembourgers aged 12 years andover (2008: 73.6 per cent).RTL Radio Lëtzebuerg remains the country’s referencestation for both news and entertainment,with 189,000 listeners tuning in every day (2008:181,000 listeners; Monday to Friday). The station’saudience share (12+, Monday to Friday, 5:00 to24:00) was 67 per cent (2008: 69 per cent). RTL TéléLëtzebuerg recorded a prime time audience shareof 53 per cent (12+, Monday to Friday, 19:00 to20:00), compared to 56 per cent in 2008. RTL TéléLëtzebuerg launched several new formats for the2009/10 season, including the coaching magazineBehuel dech! (Behave Yourself!), devoted entirely toproper behaviour and good manners, the cookingshow RTL Kichen – Kachduell and the new sciencemagazine PISA de Wëssensmagazin, a collaborationwith M6 in France and RTL-TVI in Belgium.“RTL Lëtzebuerg hasbecome a truly integratedmedia company, bringingthe RTL brand on allplatforms − TV, radio,internet and mobile services.”Alain Berwick,ceo, RTL Radio and Télé LëtzebuergBCE, RTL Group’s technical services provider inLuxembourg, continued to expand its worldwidetapeless distribution network, Movie2Me, which worksas a mass distribution server and also as an ondemandplatform, and links TV channels with majorcontent distributors. RTL Televizija, FremantleMediaand Alpha TV all began to use the service during2009. BCE overhauled the on-air design of RTLTélé Lëtzebuerg, and created a promotional film forLuxembourg’s presence on World Expo 2010 inShanghai. The company installed a multi-channelbroad casting infrastructure for Viasat, including a fulldisaster recovery platform, and a digitisation infra structurefor the European Parliament. BCE upgraded RTLTelevizija’s newsroom system and RTL Nederland’sbroadcasting infrastructure for the launch of the digitalchannel RTL Lounge and the high-definition playoutof RTL 7 and RTL 8. The company also launched thebroadcasting of two additional channels for Nova TVin Bulgaria, extended its digiti sation services to RTLRadio and TF6 in France and to the video archives ofthe European Parliament.RTL LëtzebuergDaily Reach reachSource: XXX. TNS-ILRes Target: Plurimedia Luxembourgers 2009. Target: aged 12 Luxembourgers and over. 12+. 2009 (%)RTL Radio Lëtz.RTL Télé Lëtz.*RTL.luRTL Lëtzebuerg59.245.412.476.5* Including Den 2. RTLRTL GroupAnnual Report 200997

Directors’ reportOther segments“In 2009, ourradio stationssteppedup theirdiversificationefforts withhigh-profile liveevents, onlineactivities andmobile apps,all helpingto connectlistenersto our strongbrands.”Gert Zimmer,CEO, RTL Radio DeutschlandRTL Radio DeutschlandIn another challenging year for the German radiomarket, with decreasing advertising revenue for thesecond consecutive year, RTL Radio Deutschland– RTL Group’s German radio holding company –achieved an EBITA of € 6 million (2008: € 8 million).In the highly competitive Berlin/Brandenburg radiomarket, 104.6 RTL became again the number onestation in its key target group of listeners aged 14 to49, increasing its audience share significantly to 15.1per cent (2008: 12.8 per cent). Hit-Radio AntenneNiedersachsen reported growing audience share forthe fifth consecutive audience survey, up significantlyto 15.7 per cent (2008: 13.4 per cent). AntenneBayern remained one of the most listened-to radiostations in Germany, with an average audience ofover one million listeners per hour.RTL Radio Deutschland sold its 25.44 per cent stakein Antenne MV in 2009. At the end of the year,RTL Group’s German radio portfolio comprised investments in 19 stations, most of which are minorityholdings because of constraints on media ownershipin Germany. All portfolio stations reach a total of 27.2million listeners per day and have a combined averageaudience of almost five million listeners per hour.Turning to the Group’s at-equity participations inSpain and Russia.Grupo Antena 3Across RTL Group’s European markets, the Spanishnet TV advertising market was hit hardest by theeconomic downturn in 2009, falling by an estimated23.2 per cent. Grupo Antena 3 managed to outperformthe market with the com pany’s TV ad revenuesdeclining by 15.5 per cent. As a result, its net share ofthe TV advertising market increased to 26.0 per cent(2008: 23.2 per cent). Following a new media law, thepublic channels have stopped airing advertisementssince 1 January 2010.On a 100 per cent basis, consolidated revenue ofGrupo Antena 3 fell 15.5 per cent to € 704 million(2008: € 833 million), while operating profit (EBITDA)declined to € 81 million (2008: € 164 million) and netprofit dropped to € 61 million (2008: € 91 million).Grupo Antena 3’s operating expenses decreased by7 per cent in 2009. The profit share of RTL Groupwas € 13 million (2008: € 19 million).In 2009, the main channel, Antena 3, has become themarket leader in the commercial target group ofviewers aged 16 to 54 years, achieving an audienceshare of 15.4 per cent (2008: 16.8 per cent), as theaudience share of the main commercial competitor,Telecinco, dropped 3.9 percentage points to 15.3 percent. Antena 3 aired the country’s most-watchedprogramme in 2009 – the broadcast of the ChampionsLeague final between FC Barcelona and ManchesterUnited. An average 11.3 million viewers tuned in, fora 61.7 per cent total audience share.Antena Neox and Antena Nova consolidated theirleading position among the digital channels in Spain.In households that receive only digital TV, AntenaNeox and Antena Nova’s total audience shares are3.1 per cent and 1.8 per cent respectively.UFA SportsFollowing its re-establishment in 2008, sports marketingagency UFA Sports closed several importantdeals in 2009. In May, the agency signed a ten-yearmarketing partnership with historic football club,FC St Pauli. UFA Sports will support the Hamburgsecond-league club with marketing, media, advertisingand hospitality, and will provide comprehensive consultingon matters of stadium planning and financing.In June, the German Football Association (DFB) grantedthe national TV and media rights for internationalmatches played by Germany’s junior national footballteams to UFA Sports for the next two years, and inOctober, the company signed an extensive marketingagreement with the Slovak Football Association (SFA)and the country’s top football league.RTL GroupAnnual Report 200998

Other segments Directors’ reportGrupo Antena 3’s family of channels was also in thelead with a combined audience share of 17.6 percent (2008: 17.9 per cent) in the commercial targetgroup, ahead of the Telecinco (16.7 per cent) andGrupo Sogecable (11.3 per cent) families.The two radio stations of Grupo Antena 3 – OndaCero (general interest) and Europa FM (hit music) –continued to improve their audience performance in2009. In the most recent ratings survey, Onda Cerois Spain’s number two radio station with more than2 million listeners.RTL Group’s shareholding in Grupo Antena 3 slightlyincreased to 21.6 per cent in 2009.Antena 30908070605TV audience shareSource: TNS. Sofres. Target: Target: 16–54. 16–54. 2005–2009 (%)National audience breakdownSource: TNS Sofres. Target: 16–54. 2009 (%)Antena 3 15.4Telecinco 15.3TVE (TVE 1 + La 2) 16.8Forta 10.0Cuatro 10.7La Sexta 8.7Others 23.115.416.817.820.422.6Ren TVIn Russia, RTL Group holds a 30 per cent stakein Ren TV. After years of double-digit growth, theRus sian TV advertising market declined significantlyin 2009, by an estimated 21.0 per cent in localcurrency. Ren TV finished the year with an estimat edTV adver tising market share of 4.7 per cent (2008:5.3 per cent). The channel has reacted to the economicdownturn with a comprehensive cost-cuttingpro gramme. In 2009, operating expenses, in localcur rency, were down 18 per cent year-on-year.RTL Group’s share of the results was € nil million(2008: € 4 million), reflecting the significant advertisingrevenue shortfall.The channel’s main target demographic are viewersaged 30 to 45, mainly men, so most prime timeformats cater to them, including Ren TV’s originalseries Soldaty, the court show Chas suda (CourtTime), the weekly programme Voennaya tayna (WarSecret) and comedy shows and concerts with MikhailZadornov. Ren TV is also a generalist channel with abroad offering that includes the Russian adaptationof the international hit format Come Dine With Me.The channel also strongly promotes its awardwinningnews and information programmes, whichclearly differentiate Ren TV from its main competitorsSTS and TNT. These shows include documentaries,the daily news programme, 24, and the analyticalprogramme, Nedelya s Mariannoy Maksimovskoy(This Week With Marianna Maksimovskaya), which isfamous for its independent views. Ren TV is widelyconsidered a major nationwide TV network in Russiawith an independent editorial policy.The channel’s audience share among viewers aged18 to 54 increased to 5.8 per cent in 2009 (2008: 5.4per cent).Ren TVTV audience shareSource: TNS Gallup Media. Target: 18–54. 2005–2009 (%)09080706055.85.45.24.75.8National audience breakdownSource: TNS Gallup Media. Target: 18–54. 2009 (%)Ren TV 5.8Channel 1 17.3Russia 13.7NTV 13.8STS 9.5TNT 8.7Others 31.2RTL GroupAnnual Report 200999

Directors’ reportMain portfolio changesOn 20 February 2009, the Group acquired 75 percent of Original FMM LLC, a Burbank-based companyproducing factual entertainment programmes thatappeal to both US and international broadcasters.RTL Group granted a put option on the remaining25 per cent to the management based on a variablecomponent. The fair value of the put option has beenrecognised as a liability.At the extraordinary shareholders’ meeting held on20 March 2009, the shareholders of M-RTL Zrt(“M-RTL”) granted their consent and approval totransfers of shares, in particular to the transfer byPearson Netherlands BV (“PNBV”) of its 20 per centstake in M-RTL to KOS Beteiligungs- und VerwaltungsgesellschaftmbH (“KOS”). As a result, thedisagreements among the shareholders, which ledto the arbitration proceedings between PNBV, IKO-Telekom Média Holding Rrt (n/k/a IKO Média HoldingZrt) and M-RTL in December 2006, were settled.Following the transfer of the 20 per cent stake byPNBV to KOS, the economic and voting ownershipsin M-RTL was as follows: RTL Group (49 per cent),IKO-Telekom Média Holding Zrt (31 per cent), andKOS (20 per cent).As a result of the arrangements among the shareholdersentered into on 20 March 2009, RTL Grouphas the ability in practice to control M-RTL withoutthe acquisition of additional shares, and fully consolidatesM-RTL since 1 April 2009. Until such date,M-RTL was accounted for using the equity method.On 26 June 2009, RTL Group acquired from KOSnon-voting shares in M-RTL representing an economicinterest of 18 per cent for an amount of € 41million. As a result, RTL Group now owns an economicinterest of 67 per cent and voting rights of 49per cent in M-RTL. This acquisition in a fully consolidatedentity has been accounted for as an equitytransaction and therefore no adjustment was recordedto goodwill.Share of results of associatesEBITA contributionYear toDecember2009€mYear toDecember2008€mPer centchange− Antena 3 13 19 (31.6)− RTL II 9 12 (25.0)− Ren TV − 4 n.a.− RTL Klub (In 2009from 1 January to 31 March) (2) 10 n.a.Others 5 (11) n.a.Total 25 34 (26.5)The total contribution of the associated companiesdecreased to € 25 million (2008: € 34 million). Themain reasons for this decline were the weaker resultsat Antena 3 and the change in consolidation method(from equity to full consolidation) for RTL Klub as of1 April 2009.Interest income/(expense) andfinancial results other than interestNet interest expense amounted to € 12 million (2008:income of € 21 million). The reduction is primarily dueto the lower interest income received on the Group’scash position due to weaker interest rates throughout2009.The financial results other than interest includeimpair ments on financial assets as well as fair valueadjust ments on embedded derivatives and putoptions.Amortisation and impairment of fair valueadjustments on acquisitions of subsidiaries,joint ventures and associatesThis heading includes the costs related to the amortisationof fair value adjustments on the acquisitionsof Five, M6, Radio 538 and Alpha Media Group. Themajority of the expense relates to M6 and Five.Intangible assets identified at fair value upon gain ofcontrol of Five Group and Alpha Media Group havebeen impaired for an amount of € 18 million (€ 14million and € 4 million, respectively).Impairment of goodwill and of disposal groupAn impairment of goodwill and of disposal group wasrecorded amounting to € 211 million. This impairmentmainly affects the carrying value of the Group’s UKand Greek television activities, and an associatecompany, and is mainly due to the worse than expecteddownturn in advertising markets.In the United Kingdom, in addition to the impairmentof fair value adjustment (€ 14 million), an impairmentloss amounting to € 140 million has been recognisedagainst the carrying value of the Five Group’s assets.This reflects the worsening of both the advertisingmarket and Five’s share of the market. During the firsthalf of 2009, the “fair value less costs to sell” approachwas retained using a discount rate of 8.4 percent (December 2008: 9.2 per cent). Based on theabove and on the basis of revised cash flow projections,the impairment loss has been fully allocatedto goodwill, which has been reduced to nil.In Greece, in addition to the impairment of fair valueadjustment (€ 4 million), an impairment loss amountingto € 66 million has been recognised against the carryingvalue of Alpha Group’s assets. A much weakerGreek advertising market, when compared to theoriginal business plan, has resulted in a significantunderperformance, despite a cost reduction plan,including a first voluntary leave programme. Duringthe first half of 2009, the “fair value less costs tosell” approach was retained, by factoring the costsRTL GroupAnnual Report 2009100

Directors’ reportand the benefits of the con tem plated restructuringprogramme and using a discount rate of 9.5 percent.Loss from sale of subsidiaries,joint ventures and other investmentsNo net gain/(loss) from sale of subsidiaries, jointventures and other investments was recognised in2009 (2008: net loss of € 9 million which mainlyresulted from the disposal of RTL Shop).Income tax expenseIn 2009, the tax expense was € 220 million (2008:expense of € 232 million).Following the PLP agreement (see heading ‘Relatedparty transactions’), which was approved by theBoard on 26 June 2008 a commission income of € 45million, representing 50 per cent of the tax benefitgenerated at the level of Bertelsmann AG, has beenrecorded in tax for the year (2008: € 61 million).A detailed re-assessment of the underlying conditionssupporting all the deferred tax assets within theGroup has been completed. Following this review afull reversal, amounting to € 40 million, has beenrecorded against the deferred tax assets initiallyrecorded in 2007 in Luxembourg.Profit for the year attributableto RTL Group shareholdersThe profit for the year attributable to RTL Groupshareholders was € 205 million (2008: € 194 million).Earnings per shareReported earnings per share, based upon153,618,853 shares, was € 1.33 (2008: € 1.26 pershare). The adjusted earnings per share, taking intoaccount the amortisation of fair value adjustments onacquisitions and impairment of goodwill, gain or lossfrom sale of subsidiaries, joint ventures and otherinvestments, net of income tax expense and one-offtax effects, decreased by 26.4 per cent to € 2.85(2008: € 3.87) per share.Own sharesRTL Group has an issued share capital of€ 191,900,551 divided into 154,787,554 fully paid upshares with no defined nominal value.RTL Group directly and indirectly holds 0.76 per cent(2008: 0.76 per cent) of RTL Group’s shares.Net cash positionThe consolidated net cash position at 31 December2009 was € 789 million (31 December 2008: € 876million). The Group continues to generate significantoperating cash flow with an EBITA cash conversionof 106 per cent (2008: 114 per cent).As at 31December2009€ mAs at 31December2008€ mGross balance sheet debt (156) (111)Less: loans receivable 14 2 2Gross financial debt (154) (109)Add: cash 395 383Add: marketable securities andother short-term investments 6 −Add: cash deposit 542 602Net cash position 789 876 15Related party transactionsFinancingAs at 31 December 2009 RTL Group had variousdeposits (overnight and up to three months)amounting to € 539 million (2008: € 602 million) withBertelsmann AG. These deposits bear an interestrate of either EONIA or EURIBOR plus 10 basispoints depending on the duration of the deposit.The over night deposit has subsequently been rolledover. The total interest income on these deposits forthe period ending 31 December 2009 amounted to€ 7 million (2008: € 23 million). As at 31 December2009 the Group had a € 3 million deposit withBertelsmann Inc.Bertelsmann AG granted to RTL Group pledges onall shares of its wholly owned French subsidiaryMedia Communication SAS and of its wholly ownedSpanish subsidiary Media Finance Holding SL assecurity for all payments due by Bertelsmann AG.In October 2008, Bertelsmann AG granted to RTLGroup a further pledge covering all the shares of its73.4 per cent owned German subsidiary Gruner +Jahr AG & Co. KG as security for all payments dueby Bertelsmann AG.In November 2008, Bertelsmann AG granted to RTLGroup a further pledge covering all the shares of itswholly owned UK subsidiary Bertelsmann UK Limitedas security for all payments due by Bertelsmann AG.The total amount of the deposit does not exceed 60per cent of the fair value of the pledged assets, whichare revalued on a regular basis.TaxOn 26 June 2008, the Board of Directors of RTLGroup agreed to proceed with the tax pooling of itsindirect subsidiary RTL Group Deutschland GmbH(“RGD”) into Bertelsmann Capital Holding GmbH(“BCH”), a direct subsidiary of Bertelsmann AG.To that effect, RTL Group, through RGD, enteredinto a Profit and Loss Pooling Agreement (“PLPAgree ment”) with BCH for a six-year period starting14 The loans receivable relateto TCM (via Groupe M6)15 Of which €83 million held byGroupe M6 (2008: €36 million)RTL GroupAnnual Report 2009101

Directors’ report1 Jan uary 2008. Simultaneously, Bertelsmann AGen tered into a Compensation Agreement (“CompensationAgreement”) with CLT-UFA, a direct subsidiaryof RTL Group, providing for the payment to CLT-UFAof an amount compensating the above profit transferand an additional commission (“Commission”)amount ing to 50 per cent of the tax saving basedupon the taxable profit of RGD.Through these agreements, as from 1 January 2008,Bertelsmann AG and the RGD sub-group ofRTL Group are treated as a single entity for Germanincome tax purposes.As the PLP Agreement does not give any authorityto BCH to instruct or control RGD, it affects neitherRTL Group nor RGD’s ability to manage their business,including their responsibility to optimise theirtax structures as they deem fit. After six years, bothPLP and Compensation Agreements are renewableon a yearly basis. RGD and CLT-UFA have the rightto request the early termination of the PLP and CompensationAgreements under certain conditions.In the absence of specific guidance in IFRS, RTL Grouphas elected to recognise current income taxes relatedto the RGD sub-group based on the amounts payableto Bertelsmann AG and BCH as a result of the PLPand Compensation agreements described above.Deferred income taxes continue to be re cognised,based upon the enacted tax rate, in the con solidatedfinancial statements based on the amounts expectedto be utilised by the Group in the future. The Commission,being economically and contractually closelyrelated to the Compensation, is accounted for as areduction of the tax due under the Agreements.These agreements increase the Group’s net profit. Asat 31 December 2009, the balance payable to BCHamounts to € 368 million (2008: € 298 million) and thebalance receivable from Bertelsmann AG amounts to€ 323 million (2008: € 237 million).The Commission received by CLT-UFA, a directsubsidiary of RTL Group, in 2009 amounts to € 45million (2008: € 61 million).The UK Group relief of the Five Group andFremantleMedia Group to Bertelsmann Group resultedin a tax income for RTL Group of € 9 million (2008:€ 7 million).Share option planOn 25 July 2000, RTL Group launched a share optionplan for certain directors, senior management andem ployees of the Group. Under the terms of the plan,the option price reflects the market value of theshares on the date that they are granted. The marketvalue is defined as the average stock price on theBrussels exchange for the 20 working days precedingthe grant, or as otherwise decided by the Board ofDirectors. The options vest in equal tranches on thesecond, third and fourth anniversary of the date ofgrant, and lapse after 10 years. The total number ofoptions granted and accepted by the beneficiaries atthe end of 2009 was 124,800 (2008: 129,550).Significant litigationsRTL Group has been made a party to litigationbetween several of its minority shareholders on theone hand and Bertelsmann and GBL on the otherhand in relation to the acquisition by Bertelsmann ofthe RTL Group shares previously owned by GBL. On8 July 2003, the Luxembourg Civil Court rejected theclaim of the minority shareholders. The judgementwas appealed.In September 2002, the minority shareholders filed alawsuit against RTL Group, its Directors, Bertelsmann,BWTV and WAZ with regard to the free float. Theywere seeking a Court decision obliging RTL Group toincrease the free float and prohibiting other defendantsto make additional purchases of RTL Groupshares.The minority shareholders also dispute the decisionby RTL Group to de-list its shares from the LondonStock Exchange. On 31 December 2002, the Courtof Appeal of Luxembourg, sitting in summary proceeding, confirmed the Court decision pronouncedin summary proceeding on 25 October 2002 thatheld the claim inadmissible. The de-listing ofRTL Group’s shares from the London Stock Exchangetook effect from 31 December 2002. As a consequenceof the de-listing, the minority shareholdersrequested the Luxembourg Civil Court to order there-listing of the shares on the London Stock Exchange.On 30 March 2004 the Court decided to joinboth claims (free float and de-listing) and dismissedthe claims of the minority shareholders. The judgementwas appealed.On 12 July 2006, the Court of Appeal of Luxembourgdecided to join the claims (swap, free-float and delisting)and confirmed the judgements of the court offirst instance. The minority shareholders lodged tothe Luxembourg Supreme Court (“Cour de Cassation”)a final appeal against this judgement, restrictedto a limited set of legal issues not involving RTL Groupbut linked to the acquisition by Bertelsmann ofRTL Group shares previously owned by GBL.On 21 February 2008, the Luxembourg SupremeCourt decided to refer the matter to the EuropeanCourt of Justice (ECJ) for a preliminary rulingprocedure.In its ruling of 16 October 2009, the European Courtof Justice decided that according to European lawthere does not exist a general principle of lawunder which minority shareholders are protected byan obligation on the dominant shareholder, whenRTL GroupAnnual Report 2009102

Directors’ reportac quiring or exercising control of a company, to offerto buy their shares under the same conditions asthose agreed when a shareholding conferring orstrength ening the control of the dominant shareholderwas acquired.The matter has now been referred back to theLuxembourg Supreme Court. The latter is bound bythe decision of the European Court of Justice. A finaldecision of the Supreme Court is expected beforethe second half of 2010.RTL Group believes that whatever the outcome ofthat litigation it should not have any direct impact onthe Group, because it has not been a party to theoriginal transaction (swap) and its involvement islimited to solely entering any transfer of shares intothe shareholders register.In the autumn of 2007, the Dutch Public Prosecutorinitiated criminal proceedings against, among others,RTL Nederland, claiming that these com paniesviolated, in 2006 and 2007, the Act on Games ofChance by providing the opportunity to participatein dial-in games without the necessary permit andby promoting the participation in such games, bothin violation of the conditions set in the Code ofConduct on Promotional Games of Chance. ThePublic Prosecutor announced that he would initiatecriminal proceedings and forfeiture proceedings. Inthese proceedings he could claim criminal finesand for feiture of all allegedly illegal gains receivedfrom dial-in games. On 2 November 2009, RTLNederland and the Public Prosecutor signed asettlement agreement. The criminal proceeding andclaims for repayment of illegally obtained profitswere dropped against a payment of € 9,080,000 byRTL Nederland.profit of € 113,064,016). Taking into account theprofit brought forward as at 31 December 2009 of€ 524,740,602, the share premium (€ 5,782,185,577)and the loss for the year (€ 42,642,454), the amountavailable for distribution is € 6,264,283,725. TheBoard of Directors recommends to the General Meetingof Shareholders on 21 April 2010 the distributionof a gross final dividend per share of € 3.50 (2008:€ 3.50 per share, including an extraordinary dividendof € 2.10 per share).If the General Meeting of Shareholders accepts thisproposal, RTL Group will distribute for the financialyear 2009 a total dividend of € 541 million.OutlookAlthough the revenue decline has slowed considerablysince autumn 2009, RTL Group does not expect aquick recovery of advertising revenues to previouslevels. While the Group remains cautious, it will alsocontinue to invest in promising business opportunities,based on its strong brands and content. These includeon-demand services, as non-linear TV viewinggrows rapidly, digital pay channels, to establish asecond revenue stream, content production andthe company’s broad range of diversification businesses.10 March 2010The Board of DirectorsRTL Group and some of its Dutch affiliates areinvolved in an arbitration on financial claims filed byTalpa Media Nederland BV and Talpa Holding NVwith the Netherlands Arbitration Institute in connectionwith the combination of the businesses of Talpa andRTL in the Netherlands in 2007. RTL Group does notbelieve in the merits of Talpa’s claims. A final arbitralaward is expected in the course of 2011.RTL Group’s Board of Directors is not aware of anyother significant litigation.Principal risks and uncertaintiesPrincipal risks and uncertainties are disclosed eitherin note 3. to the consolidated financial statements forthe financial risks (pages 121 to 126) and in thesection “Corporate Governance” for the external andmarket risks (pages 64 to 65).Profit appropriation (RTL Group SA) 16The statutory accounts of RTL Group SA show a lossfor the financial year 2009 of € 42,642,454 (2008:16 Amounts in € except where statedRTL GroupAnnual Report 2009103

Management Responsibility StatementWe, Gerhard Zeiler, Chief Executive Officer, and Elmar Heggen, Chief Financial Officer, confirm, tothe best of our knowledge, that the consolidated financial statements which have been preparedin accordance with the International Financial Reporting Standards as adopted by the European Union,give a true and fair view of the assets, liabilities, financial position and profit or loss of RTL Groupand the undertakings included in the consolidation taken as a whole, and that the Directors’ reportincludes a fair review of the development and performance of the business and the position ofRTL Group and the undertakings included in the consolidation taken as a whole, together with adescription of the principal risks and uncertainties that they face.Luxembourg, 10 March 2010Gerhard ZeilerChief Executive OfficerElmar HeggenChief Financial OfficerRTL GroupAnnual Report 2009104

7.5,410(2,693)–2520(32)22(220)(210)(1)–1.33Consolidatedincome statementfor the year ended 31 December 2009Notes2009€m2008€m....Revenue 4. 6. 1. 5,774Other operating income 45 37Consumption of current programme rights (1,842) (2,095)Depreciation, amortisation and impairment (191) (161)Other operating expenses 6. 2. (2,685)Impairment of goodwill and of disposal group and amortisation of fair value adjustmentson acquisitions of subsidiaries and joint ventures 7. 2. 7. 10. (246) (395)Gain/(loss) from sale of subsidiaries, joint ventures and other investments 6. 3. (9)Profit from operating activities 483 466. . Share of results of associates 4. 34Earnings before interest and taxes (“EBIT”) 508 500...Interest income 6. 4. 63Interest expense 6. 4. (42)Financial results other than interest 6. 5. 7Profit before taxes 518 528. Income tax expense 6. 6. (232)Profit for the year 298 296Attributable to:RTL Group shareholders 205 194Minority interest 93 102Profit for the year 298 296...EBITA* 755 916Impairment of goodwill of subsidiaries and joint ventures and of disposal group 7. 2. 7. 10. (364)Impairment of goodwill of associates 7. 4. (12)Amortisation and impairment of fair value adjustments on acquisitions of subsidiaries and joint ventures (36) (31)Gain/(loss) from sale of subsidiaries, joint ventures and other investments 6. 3. (9)Earnings before interest and taxes (“EBIT”) 508 500. 1.33.Earnings per share (in €)– Basic 6. 7.– Diluted 6. 7.1.261.26The accompanying notes form an integral part of these consolidated financial statements.* EBITA represents earnings beforeinterest and taxes excludingimpairment of goodwill and ofdisposal group, and amortisationand impairment of fair valueadjustments on acquisitions andgain or loss from sale of subsidiaries,joint ventures and other investmentsRTL GroupAnnual Report 2009105

7.7.7.7.7.7.7(1)15–(7)2Consolidated statementof comprehensive incomefor the year ended 31 December 2009Notes2009€m2008€mProfit for the year 298 296Other comprehensive incomeForeign currency translation differences (7) (61)Effective portion of changes in fair value of cash flow hedges (16) 47Income tax 6. (9)(9) 38. .Change in fair value of cash flow hedges transferred to profit or loss 1 28Income tax 6. (6)– (22)Fair value gains/(losses) on available-for-sale financial assets .Income tax .15. 5. .6. .(6)–15 (6)Defined benefit plan actuarial gains/(losses).Income tax .14. .6. .4(1)(5) 3Share of other comprehensive income of associates (8) (5)Other comprehensive income for the year, net of income tax (14) (9)Total comprehensive income for the year 284 287Attributable to:RTL Group shareholders 194 184Minority interest 90 103Total comprehensive income for the year 284 287The accompanying notes form an integral part of these consolidated financial statements.RTL GroupAnnual Report 2009106

7.7.7.7.7.7.7.7.7.7.7.7.7.7.7.7.7.7.7.1103083644162654651,1472,48639523752,1641831081332131585,530Consolidated Statementof Financial Positionas at 31 December 2009Notes2009€m2008*€mNon-current assetsProgramme rights 1. 109Goodwill 7. 1. 7. 2. 2,661 2,825Other intangible assets 1. 319Property, plant and equipment 3. 347Investments in associates 4. 442Loans and other financial assets 5. 589Deferred tax assets 6. 5134,589 5,144Current assetsProgramme rights 7. 1,137Other inventories 34 32Income tax receivable 42 105Accounts receivable and other financial assets 8. 2,154Cash and cash equivalents 9. 383Assets classified as held for sale 10. –4,127 3,811Current liabilitiesLoans and bank overdrafts 11. 18Income tax payable 152 229Accounts payable 12. 2,108Provisions 13. 135Liabilities directly associated with non-current assets classified as held for sale 10. –2,584 2,490Net current assets 1,543 1,321Non-current liabilitiesLoans .Accounts payable .Provisions .Deferred tax liabilities .11. .12. .13. .6. .9329412186602 594Net assets 5,530 5,871Equity attributable to RTL Group shareholders 4,895 5,277Equity attributable to minority interest 635 594Equity .15. .5,871* Re-presented (see note 1.2.1.)The accompanying notes form an integral part of these consolidated financial statements.RTL GroupAnnual Report 2009107

7.7.7.7.7.7.7.7.7.7.7.7.7.7.7.5.––––––––––––––––Consolidated statementof changes in equityNotesSharecapital€mSharepremium€mTreasuryshares€mCurrencytranslationreserve€mHedging Revaluationreserve reserve€m €mRetainedearnings€mEquityattributableto RTLGroupshareholders€mEquityattributableto minorityinterest€mTotalequity€mBalance at 1 January 2008 192 6,454 (44) (122) (50) 85 (639) 5,876 572 6,448Total comprehensive income:Profit for the year – – – – – – 194 194 102 296Foreign currency translation differences 15. 3. – – (62) – – – (62) 1 (61)Effective portion of changes in fairvalue of cash flow hedges, net of tax 15. 4. – – – 38 – – 38 – 38Change in fair value of cash flow hedgestransferred to profit or loss, net of tax 15. 4. – – – 22 – – 22 – 22Fair value losses on available-for-salefinancial assets, net of tax 15. 5. – – – – (6) – (6) – (6)Defined benefit plan actuarial gains,net of tax – – – – – – 3 3 – 3Share of other comprehensiveincome of associates – – – (6) 1 – – (5) – (5)– – – (68) 61 (6) 197 184 103 287Capital transactions with owners:Dividends 15. 6. – – – – – (767) (767) (88) (855)Equity-settled transactions net of tax 15. 7. – – – – – 3 3 4 7Transactions on minority interest 15. 8. – – – – – (18) (18) (1) (19)Derivatives on equity instruments 15. 9. – – – – – 3 3 4 7Transactions on treasuryshares of associates – – – – – – (4) (4) – (4)– – – – – – (783) (783) (81) (864)Balance at 31 December 2008* 192 6,454 (44) (190) 11 79 (1,225) 5,277 594 5,871Total comprehensive income:Profit for the year – – – – – – 205 205 93 298Foreign currency translation differences 15. 3. – – (5) – – – (5) (2) (7)Effective portion of changes in fairvalue of cash flow hedges, net of tax 15. 4. – – – (8) – – (8) (1) (9)Fair value gains on available-for-salefinancial assets, net of tax 15. 5. – – – – 15 – 15 – 15Defined benefit plan actuarial losses,net of tax – – – – – – (4) (4) (1) (5)Share of other comprehensive incomeof associates – – – (10) 1 – – (9) 1 (8)– – – (15) (7) 15 201 194 90 284Capital transactions with owners:Dividends 15. 6. – – – – – (538) (538) (81) (619)Equity-settled transactions net of tax 15. 7. – – – – – 2 2 3 5Gain of control of M-RTL 2. – – – – 3 – 3 26 29Transactions on minority interest 15. 8. – – – – – (43) (43) 1 (42)Derivatives on equity instruments 15. 9. – – – – – 1 1 2 3Transactions on treasuryshares of associates – – – – – – (1) (1) – (1)– – – – – 3 (579) (576) (49) (625)Balance at 31 December 2009 192 6,454 (44) (205) 4 97 (1,603) 4,895 635 5,530* Re-presented (see note 1.2.1.)The accompanying notes form an integral part of these consolidated financial statements.RTL GroupAnnual Report 2009108

7.5.5.5.(76)(14)(42)Consolidatedcash flow statementfor the year ended 31 December 2009Notes2009€m2008€mCash flows from operating activitiesProfit before taxes 518 528Adjustments for:– Depreciation and amortisation 196 164– Value adjustments, impairment and provisions 435 532– Equity-settled share-based payments expenses 5 7– Loss/(gain) on disposal of assets (8) 1– Financial results including net interest expense and share of results of associates (16) 59Use of provisions 13. (52)Working capital changes (67) (39)Income taxes paid (224) (135)Net cash from operating activities 763 1,065Cash flows from investing activitiesAcquisitions of:– Programme rights (78) (71)– Subsidiaries and joint ventures net of cash acquired 4. (151)– Other intangible and tangible assets (130) (109)– Other investments and financial assets (28) (102)(250) (433). .Proceeds from the sale of intangible and tangible assets 19 22Disposal of: 6.– RTL Shop, net of cash disposed of (2) (11)– Other subsidiaries and joint ventures net of cash disposed of 2 6Proceeds from the sale of associates, other investments and financial assets 56 17Current deposit with shareholder 7. 8. 9. 1. 60 22Interest received 18 63153 119Net cash used in investing activities (97) (314)Cash flows from financing activitiesInterest paid (29) (29)Transaction with minority interest 4. 4Proceeds from loans 109 4Repayment of loans (64) (9)Net change in bank overdraft (1) –Dividends paid (631) (856)Net cash used in financing activities (658) (886)Net increase/(decrease) in cash and cash equivalents 8 (135)Cash and cash equivalents at beginning of year 383 535Effect of exchange rate fluctuation on cash held 4 (17)Cash and cash equivalents at end of year 395 383The accompanying notes form an integral part of these consolidated financial statements.RTL GroupAnnual Report 2009109

Notes to the consolidated financial statements1. Significant accounting policiesRTL Group SA (the “Company”) is a company domiciledin Luxembourg. The consolidated financialstatements of the Company for the year ended31 December 2009 comprise the Company and itssubsidiaries (together referred to as “the Group”) andthe Group’s interest in associates and jointly controlledentities. RTL Group SA is the parent companyof a multinational television, radio and productiongroup, holding, directly or indirectly, investments in615 companies. The Group operates television channelsand radio stations in Europe and produces televisioncontent such as game shows and soaps. Thelist of the principal Group undertakings at 31 December2009 is set out in note 12.The Company is listed on the Brussels and LuxembourgStock Exchanges. Statutory accounts can beobtained at its registered office.The ultimate parent company of RTL Group SA preparingconsolidated financial statements, BertelsmannAG, includes in its consolidated financial statementsthose of RTL Group SA. Bertelsmann AG is acompany incorporated under German law whoseregistered office is established at Carl-Bertelsmann-Strasse 270, D-33311 Gütersloh, Germany. Consolidatedfinancial statements for Bertelsmann AG canbe obtained at their registered office.The consolidated financial statements of the Groupwere authorised for issue by the Board of Directorson 10 March 2010.1. 1.Statement of complianceThe consolidated financial statements have beenprepared in accordance with International FinancialReporting Standards (IFRS) as adopted by the EuropeanUnion.1. 2.Basis of preparation1. 2. 1.Consolidated financial statementsThe consolidated financial statements are presentedin millions of Euro, which is the Company’s functionaland presentation currency, and have been preparedunder the historical cost convention except forthe following material items in the statement offinancial position:■ Derivative financial instruments are measured at fairvalue;■ Financial instruments at fair value through profit orloss are measured at fair value;■ Available-for-sale financial assets are measured atfair value;■ Liabilities for cash-settled share-based paymentarrangements are measured at fair value;■ The defined benefit asset is recognised as the nettotal of the plan assets, plus unrecognised pastservice cost and unrecognised actuarial losses,less unrecognised actuarial gains and the presentvalue of the defined benefit obligation.The preparation of financial statements in conformitywith IFRS as adopted by the European Union requiresmanagement to make judgements, estimates andassumptions that affect the application of policiesand reported amounts of assets and liabilities, incomeand expenses. The estimates and associatedassumptions are based on historical experience andvarious other factors that are believed to be reasonableunder the circumstances, the results of whichform the basis of making the judgements about carryingvalues of assets and liabilities that are not readilyapparent from other sources. Actual results maydiffer from these estimates.The estimates and underlying assumptions are reviewedon an ongoing basis. Revisions to accountingestimates are recognised in the period in whichthe estimate is revised if the revision affects onlythat period, or in the period of the revision andfuture periods if the revision affects both currentand future periods.Judgements made by management in the applicationof IFRS that have a significant effect on the financialstatements and estimates with a significant riskof material adjustment in the next years are discussedin note 2.Comparative information in the income statementhas been re-presented to conform with the currentyear’s presentation.Following the completion of the purchase price allocationin the current year, comparative information inthe statement of financial position and statement ofchanges in equity has been re-presented for intangibleassets and deferred tax (see note 5.2.).RTL GroupAnnual Report 2009110

Notes to the consolidated financial statements(1) These standards and interpretationshave not yet been endorsed by theEuropean Union1. 2. 2.Changes in accounting policy and disclosuresThe accounting policies have been consistently appliedby Group entities and are consistent with thoseused in the previous year, except as follows:(A) New and amended standardsadopted by the GroupThe Group has adopted the following new andamended IFRSs as of 1 January 2009, which haveaffected the presentation of the consolidated financialstatements:■ IAS 1 (revised), “Presentation of financial statements”– effective 1 January 2009. The new presentationrequired (i.e. changes in terminology, formatand content) by IAS 1 (revised) has beenapplied in these consolidated financial statements.As the change in accounting policy only impactspresentation aspects, there is no impact on earningsper share;■ IFRS 7 (amendment), “Financial instruments – Disclosures”– effective 1 January 2009. The amendmentrequires enhanced disclosures about fairvalue measurement and liquidity risk. In particular,the amendment requires disclosure of fair valuemeasurements by level of a fair value measurementhierarchy. As the change in accounting policy onlyresults in additional disclosures, there is no impacton earnings per share;■ IFRS 8, “Operating segments”. IFRS 8 replaces IAS14, “Segment reporting”. It requires a “ managementapproach” under which segment information ispresented on the same basis as that used for theinternal reporting purposes and provided to theExecutive Committee, which is considered as thechief operating decision-maker. This has resultedin an in crease in the number of reportable segmentspresented. Comparative segment informationhas been re-presented in conformity with thetransitional requirements of IFRS 8. Since thechange in accounting policy only impacts presentationand disclosure aspects, there is no impacton earnings per share.The following new standards, amendments to standardsand interpretations are mandatory for the firsttime for the financial year beginning 1 January 2009,but are not currently relevant or have a very limitedimpact for the Group:■ IAS 23 (amendment), “Borrowing costs”;■ IAS 32 (amendment), “Financial instruments:Presentation”;■ IAS 39 (amendment), “Financial instruments:Recognition and measurement”;■ IFRIC 13, “Customer loyalty programmes”;■ IFRIC 15, “Agreements for the constructionof real estate”;■ IFRIC 16, “Hedges of a net investmentin a foreign operation”;■ IFRS 2 (amendment), “Share-based payment”; and■ Slight amendments to various standardsas part of the annual improvement projectpublished in May 2008.(B) Standards, amendments andinterpretations to existing standardsthat are not yet effective and havenot been early adopted by the GroupThe following standards and amendments to existingstandards have been published and are mandatoryfor the Group’s accounting periods beginning onor after 1 January 2010 or later periods, but theGroup has not early adopted them:■ IAS 27 (revised), “Consolidated and separate financialstatements” – effective for annual reporting periodsbeginning on or after 1 July 2009. The revisedstandard requires the effects of all transactions withnon-controlling interests to be recorded in equity ifthere is no change in control and these transactionswill no longer result in goodwill or gains and losses.This is already the accounting policy elected byRTL Group. The standard also specifies the accountingwhen control is lost. Any remaining interestin the entity is re-measured to fair value, and again or loss is recognised in the income statement.The Group will apply IAS 27 (revised) prospectivelyto transactions with non-controlling interests from1 January 2010;■ IFRS 3 (revised), “Business combinations” – effectivefor annual reporting periods beginning on or after1 July 2009. The revised standard continues toapply the acquisition method to business combinations,with some significant changes. For example,all payments to purchase a business are to berecorded at fair value at the acquisition date, withcontingent payments classified as debt subsequentlyre-measured through the income statement.There is a choice on an acquisition-by-acquisitionbasis to measure the non-controlling interestin the acquiree either at fair value or at the noncontrollinginterest’s proportionate share of theacquiree’s net assets. All acquisition-related costsshould be expensed. The Group will apply IFRS 3(revised) prospectively to all business combinationsfrom 1 January 2010;■ IFRS 9, “Financial instruments” – effective for annualreporting periods beginning on or after 1 January2013. IFRS 9 addresses classification and measurementof financial assets and replaces the multipleclassification and measurement models in IAS 39with a single model that has only two classificationcategories: amortised cost and fair value. Classificationunder IFRS 9 is driven by the entity’s businessmodel for managing the financial assets and thecontractual characteristics of the financial assets.IFRS 9 also removes the requirement to separateembedded derivatives from financial asset hosts.It requires a hybrid contract to be classified in itsentirety at either amortised cost or fair value (1).RTL GroupAnnual Report 2009111

Notes to the consolidated financial statements(1) These standards and interpretationshave not yet been endorsed by theEuropean UnionThe following new standards, amendments to standardsand interpretations have been published andare mandatory for the Group’s accounting periodsbeginning on or after 1 January 2010 or later periodsbut are expected to have a very limited impactfor the Group:■ IAS 1 (amendment), “Presentationof financial statements”;■ IAS 24 (revised), “Related party disclosures” –effective from 1 January 2011 (1);■ IAS 32 (amendment), “Classification ofright issues” – effective from 1 February 2010;■ IAS 39 (amendment), “Financial instruments:Recognition and measurement – Eligible hedgeditems” – effective from 1 July 2009;■ IFRS 1 (amendment), “Additional exemptionsfor first-time adopters” – effective from1 January 2010 (1);■ IFRS 2 (amendment), “Group cash-settledshare-based payment transactions” – effectivefrom 1 January 2010 (1);■ IFRS 5 (amendment), “Non-current assetsheld for sale and discontinued operations” –effective from 1 July 2009;■ IFRIC 9 (amendment), “Reassessment ofembedded derivatives” and IAS 39 “Financialinstruments: Recognition and measurement” –effective from 1 July 2009;■ IFRIC 14 (amendment), “IAS 19 – The limiton a defined benefit asset, minimum fundingrequirements and their interactions” –effective from 1 January 2011 (1);■ IFRIC 17, “Distributions of non-cash assetsto owners” – effective from 1 July 2009;■ IFRIC 18, “Transfers of assets from customers” –effective from 1 July 2009;■ IFRIC 19, “Extinguishing financial liabilities withequity instruments” – effective from 1 July 2010 (1).As part of its annual improvements project publishedin May 2008 and April 2009, the IASB has slightlyamended various standards. The improvements focusedon areas of inconsistencies in IFRSs or whereclarification of wording was required. Most of theamendments (not already effective for annual periodsbeginning on 1 January 2009) are effective for annualperiods beginning on 1 January 2010, with earlierapplication permitted. The Group does not expectany significant impact of these amendments on itsconsolidated financial statements. The improvementsto IFRSs published in April 2009 have not yet beenendorsed by the European Union.1. 3.Principles of consolidation1. 3. 1.SubsidiariesSubsidiaries are those undertakings controlled by theCompany. Control exists when the Company has thepower or ability (“de facto control”), directly or indirectly,to govern the financial and operating policiesof an undertaking so as to obtain benefits from itsactivities. The existence and effect of potential votingrights that are presently exercisable or presentlyconvertible are considered when assessing whetherthe Company controls another entity. Directly or indirectlyheld subsidiaries are consolidated from thedate on which control is transferred to the Companyand are no longer consolidated from the date thatcontrol ceases.The purchase method of accounting is used toaccount for the acquisition of subsidiaries by theCompany. The cost of an acquisition is measured asthe fair value of the assets given, equity instrumentsissued and liabilities incurred or assumed at the dateof exchange, plus costs directly attributable to theacquisition. Identifiable assets acquired and liabilitiesand contingent liabilities assumed in a businesscombination are measured initially at their fair valuesat the acquisition date, irrespective of the extent ofany minority interest. The excess of the cost of acquisitionover the fair value of the Company’s shareof the identifiable net assets acquired is recorded asgoodwill. If the cost of acquisition is less than the fairvalue of the net assets of the subsidiary acquired,the difference is recognised directly in the incomestatement.When an acquisition is completed by a seriesof successive transactions, each significant transactionis considered individually for the purpose ofthe determination of the fair value of the identifiableassets, liabilities and contingent liabilities acquiredand hence for the goodwill associated with theacquisition.The fair values of the identifiable assets, liabilitiesand contingent liabilities acquired can vary at thedate of each transaction. When a transaction resultsin taking control over the entity the interestspreviously held in that entity are revalued on thebasis of the fair values of the identifiable assetsand liabilities at that date. The contra posting forthis revaluation is recorded directly in revaluationreserve in equity.Subsequent purchases, after the Group has obtainedcontrol, are treated as the acquisition ofshares from minority interest: the identifiable assets,liabilities and contingent liabilities of the entity arenot subject to a further revaluation and the positiveor negative difference between the cost of suchsubsequent acquisitions and the net value of theadditional proportion of the interest acquired is recordeddirectly in equity.For disposals of minority interests, differences betweenany proceeds received and the relevant shareof minority interest are also recorded in equity.RTL GroupAnnual Report 2009112

Notes to the consolidated financial statementsThe full consolidation method is used, whereby theassets, liabilities, income and expenses are fully incorporated.The proportion of the net assets and netincome attributable to minority interest is presentedseparately as a minority interest in the consolidatedstatement of financial position and in the consolidatedincome statement.1. 3. 2.Joint venturesA joint venture is an entity where the control of economicactivity is contractually shared with one ormore parties whereby no party on its own exerciseseffective control.The purchase method of accounting is used toaccount for the acquisition of joint ventures by theCompany.Joint ventures are accounted for using proportionateconsolidation. Under this method the Group includesits proportionate share of the joint venture’s incomeand expenses, assets and liabilities and cash flowsin the relevant components of the consolidated financialstatements, on a line-by-line basis.1. 3. 3.AssociatesAssociates are defined as those investments, notclassified as either subsidiaries or joint ventures,where the Group is able to exercise a significantinfluence. Such investments are recorded in the consolidatedstatement of financial position using theequity method of accounting and are initially recognisedat cost. Under this method the Group’s shareof the post-acquisition profits or losses of associatesis recognised in the income statement and its shareof post-acquisition movements in reserves is recognisedin reserves. The cumulative post-acquisitionmovements are adjusted against “Investments inassociates”.The Group’s investment in associates includes goodwill(net of any accumulated impairment loss) identifiedon acquisition.When the Group’s share of losses in an associateequals or exceeds its interest in the associate, includingany other unsecured receivables, the Groupdoes not recognise further losses, unless it has incurredobligations or made payments on behalf ofthe associate.Unrealised gains on transactions between the Groupand its associates are eliminated to the extent of theGroup’s interest in the associates. Unrealised lossesare also eliminated unless the transaction providesevidence of an impairment of the asset transferred.Accounting policies of associates have been changedwhere necessary to ensure consistency with the policiesadopted by the Group.1. 3. 4.Transactions eliminated on consolidationIntra-group balances and transactions and any unrealisedgains arising from intra-group transactions areeliminated in preparing the consolidated financialstatements. Unrealised gains arising from transactionswith associates and joint ventures are eliminatedto the extent of the Group’s interest in the undertaking.Unrealised gains resulting from transactionswith associates are eliminated against the investmentin the associates. Unrealised losses are eliminated inthe same way as unrealised gains except that theyare only eliminated to the extent that there is no evidenceof impairment.1. 4.Foreign currency translation1. 4. 1.Foreign currency translations and balancesTransactions in foreign currencies are translated tothe respective functional currencies of Group entitiesat the foreign exchange rate ruling at the date of thetransaction. Monetary assets and liabilities denominatedin foreign currencies at the reporting date aretranslated at the foreign exchange rate ruling at thatdate. Foreign exchange differences arising on translationare recognised in the income statement. Nonmonetaryassets and liabilities that are measured interms of historical cost in a foreign currency aretranslated using the exchange rate at the date of thetransaction. Non-monetary assets and liabilities denominatedin foreign currencies that are stated at fairvalue are translated to Euro at foreign exchange ratesruling at the date the fair value was determined.1. 4. 2.Financial statements of foreign operationsThe assets and liabilities of foreign operations, includinggoodwill, except for goodwill arising from acquisitionsbefore 1 January 2004, and fair value adjustmentsarising on consolidation, are translated toEuro using the foreign exchange rate prevailing at thereporting date. Income and expenses are translatedat the average exchange rate for the year underreview. The foreign currency translation differencesresulting from this treatment, and those resultingfrom the translation of the foreign operations’ openingnet asset values at year-end rates, are recogniseddirectly in a separate component of equity.Exchange differences arising from the translation ofthe net investment in a foreign operation or associatedundertaking and financial instruments, whichare designated and qualified as hedges of such investments,are recognised directly in a separatecomponent of equity. On disposal or partial disposalof a foreign operation, such exchange differencesor proportion of exchange differences are recognisedin the income statement as part of the gain or losson sale.RTL GroupAnnual Report 2009113

Notes to the consolidated financial statements1. 5.Derivative financial instrumentsand hedging activitiesFair valueDerivative financial instruments are initially recognisedat fair value in the statement of financial position atthe date a derivative contract is entered into and aresubsequently re-measured at fair value.The fair value of foreign currency forward contractsis determined by using forward exchange marketrates at the reporting date.Cash flow hedgingFor qualifying hedge relationships, the Group documentsat the inception of the transaction the relationshipbetween hedging instruments and hedgeditems, as well as its risk management objective andstrategy for undertaking the hedge. This process includeslinking all derivatives designated as hedges tospecific assets and liabilities or to specific firm commitmentsor forecast transactions. The Group alsodocuments, both at the hedge inception and on anongoing basis, its assessment of whether the hedgingderivatives are effective in offsetting changes infair values or cash flows of the hedged items.The accounting treatment applied to cash flow hedgesin respect of off-balance sheet assets and liabilitiescan be summarised as follows:■ For qualifying hedges, the effective component offair value changes on the hedging instrument(mostly foreign currency forward contracts or cashbalances in foreign currencies) is deferred in “Hedgingreserve”;■ Amounts deferred in “Hedging reserve” are subsequentlyreleased to the income statement in the periodsin which the hedged item impacts the incomestatement or are used to adjust the carrying valueof assets purchased (basis adjustment). Whenhedging forecast purchases of programme rights inforeign currency, releases from equity via a basisadjustment occurs when the programme right isrecognised on balance sheet in accordance withthe Group’s policy;■ The ineffective component of the fair value changeson the hedging instrument is recorded directly inthe income statement.When a hedging instrument expires or is sold, orwhen a hedge no longer meets the criteria for hedgeaccounting under IAS 39, any cumulative gain orloss included in the “Hedging reserve” is deferred untilthe committed or forecast transaction ultimatelyimpacts the income statement. However, if a committedor forecast transaction is no longer expectedto occur, then the cumulative gain or loss that wasreported in equity is immediately transferred to theincome statement.1. 6.Current/non-current distinctionCurrent assets are assets expected to be realised orconsumed in the normal course of the Group’s operatingcycle (normally within one year). All other assetsare classified as non-current assets.Current liabilities are liabilities expected to be settledby use of cash generated in the normal courseof the Group’s operating cycle (normally within oneyear) or liabilities due within one year from the reportingdate. All other liabilities are classified as noncurrentliabilities.1. 7.Intangible assets1. 7. 1.Non-current programme rightsNon-current programme rights are initially recognisedat acquisition cost or production cost which includesstaff costs and an appropriate portion of relevantoverheads, when the Group controls, in substance,the respective assets and the risks and rewards attachedto them.Non-current programme rights include (co-)productionsand audiovisual rights acquired, with the primaryintention to broadcast or sell them as part of theGroup’s long-term operations. Non-current programmerights are amortised based on expected revenue.The amortisation charge is based on the ratioof net revenue for the period over total estimated netrevenue. Estimates of total net revenue are reviewedperiodically and additional impairment losses are recognisedif appropriate.1. 7. 2.GoodwillAcquisitions are accounted for by application of thepurchase method of accounting. Goodwill arisingfrom applying this method represents the differencebetween the cost of the acquisition of subsidiaries,associates and joint ventures and the Group’s shareof the fair value of net identifiable assets acquired.Goodwill on acquisitions of subsidiaries and joint venturesis recognised as an intangible asset. Goodwillis tested annually for impairment and carried at costless accumulated impairment losses. Goodwill is allocatedto cash-generating units for the purpose ofimpairment testing. Each of the cash-generating unitsrepresents the Group’s investment in a geographicalarea of operation by business segment except for thecontent business, which is considered as a solecash-generating unit for worldwide operations.No goodwill is recognised on an acquisition of minorityinterest.Goodwill on acquisitions of associates is included in“Investments in associates”.RTL GroupAnnual Report 2009114

Notes to the consolidated financial statementsNegative goodwill arising on an acquisition is recogniseddirectly in the income statement.1. 7. 3.Other intangible assetsOther intangible assets with a definite useful life,which are acquired by the Group, are stated at costless accumulated amortisation and impairment losses.They comprise licences (other than (co-)production,audiovisual and sport rights), trademarks andsimilar rights as well as EDP software. They are amortisedon a straight-line basis over their estimateduseful life as follows:■ Licences: seven to 20 years;■ Software: maximum three years.Brands, unless an indefinite useful life can be justified,and customer relationships acquired throughbusiness combinations are amortised on a straightlinebasis over their estimated useful life.Other intangible assets with an indefinite useful lifeare tested annually for impairment and wheneverthere is an indication that the intangible asset may beimpaired.1. 8.Property, plant and equipment1. 8. 1.Owned assetsProperty, plant and equipment are stated at costless accumulated depreciation and impairmentlosses. Depreciation is recognised on a straight-linebasis over the estimated useful lives of the assetsas follows:■ Land: nil;■ Buildings: ten to 25 years;■ Technical equipment: four to ten years;■ Other fixtures and fittings, toolsand equipment: three to ten years.Where an item of property, plant and equipmentcomprises major components having different usefullives, they are accounted for as separate items ofproperty, plant and equipment. Gains and losses ondisposals are determined by comparing proceedswith the carrying amount and are included in operatingprofit.Depreciation methods and useful lives, as well as residualvalues, are reassessed annually.1. 8. 2.LeasesLeases of property, plant and equipment where theGroup assumes substantially all the benefits andrisks of ownership are classified as finance leases.Assets held under finance leases and the related obligationsare recognised on the statement of financialposition at the lower of their fair value and the presentvalue of minimum lease payments at the inceptionof the lease, less accumulated depreciation andimpairment losses. Such assets are depreciated onthe same basis as owned assets (see note 1.8.1.) orlease term if no evidence of lessee will obtain ownership.Each lease payment is allocated between theliability and finance charge so as to achieve a constantrate on the outstanding finance balance. Thecorresponding lease obligations, net of financecharges, are included in loans payable. The interestelement of the finance charge is charged to the incomestatement over the lease period.Leases where all the risks and benefits of ownershipare effectively retained by the lessor are classified asoperating leases. Payments made under operatingleases, net of any incentives received from the lessor,are charged to the income statement on a straightlinebasis over the period of the lease.1. 8. 3.Subsequent expenditureExpenditure incurred to replace a component of anitem of property, plant and equipment that is accountedfor separately is capitalised, with the carryingamount of the component that is to be replacedbeing written off. Other subsequent expenditure iscapitalised only when it increases the future economicbenefits that will be derived from the item of property,plant and equipment. All other expenditure is expensedas incurred.1. 9.Loans and other financial assetsLoans are recognised initially at fair value plus transactioncosts. In subsequent periods, loans are statedat amortised cost using the effective yield method,less any valuation allowance for credit risk. Anydifference between nominal value, net of transactioncosts, and redemption value is recognised using theeffective interest method in the income statementover the period of the loan.Non-current and current investments comprise available-for-saleassets and other financial assets at fairvalue through profit or loss.Investments intended to be held for an indefinite periodof time, which may be sold in response to needsfor liquidity or changes in interest rates, are classifiedas available-for-sale and are included in non-currentassets unless management has the express intentionof holding the investment for less than 12 monthsfrom the reporting date or unless they will need to besold to raise operating capital, in which case they areincluded in current assets. Management determinesthe appropriate classification of its investments at thetime of the purchase and re-evaluates such designationon a regular basis. Available-for-sale investmentsRTL GroupAnnual Report 2009115

Notes to the consolidated financial statementsare initially recognised at fair value plus transactioncosts and are subsequently carried at fair value. Unrealisedgains and losses arising from changes in thefair value of available-for-sale investments are included,net of deferred income tax, in other comprehensiveincome (revaluation reserve) in the period inwhich they arise.Financial instruments are at fair value through profit orloss if they contain one or more embedded derivativeswhich cannot be measured separately. They are initiallyrecognised at fair value, and transaction costs areexpensed in the income statement. Changes in fairvalue are recognised in the income statement.All purchases and sales of non-current and currentinvestments are recognised on the trade date, whichis the date that the Group commits to purchase orsell the asset.The fair value of publicly traded investments is basedon quoted market prices at the reporting date. The fairvalue of non-publicly traded investments is based onthe estimated discounted value of future cash flows.1. 10.Current programme rightsCurrent programme rights are initially recognised atacquisition cost or Group production cost when theGroup controls, in substance, the respective assetsand the risks and rewards attached to them.Current programme rights include programmes inprogress, (co-)productions as well as rights acquiredwith the primary intention to broadcast or sell themin the normal course of the Group’s operating cycle.Current programme rights include an appropriateportion of overheads and are stated at the lower ofcost and net realisable value. They are consumedbased on either the expected number of transmissionsor expected revenue in order to match thecosts of consumption with the benefits received. Therates of consumption applied for broadcasting rightsare the following:■ Blockbusters (films resulting in a large amount ofcinema tickets), mini-series (primarily own productionswith a large budget), other films, series, TVmovies and (co-)productions are mainly consumedover a maximum of two transmissions as follows:67 per cent upon the first transmission, with theremainder upon the second transmission;■ Soaps, in-house productions, quiz and gameshows, sports and other events, documentariesand music shows are fully consumed upon the firsttransmission;■ Children’s programmes and cartoons are consumedover a maximum of two transmissions asfollows: at least 50 per cent upon the first transmission,with the remainder upon the second transmission.1. 11.Accounts receivableTrade accounts receivable arise from the sale ofgoods and services related to the Group’s operatingactivities. Other accounts receivable include, in additionto deposits and amounts related to Profit andLoss Pooling and compensation agreements withRTL Group’s controlling shareholder, VAT recoverable,prepaid expenses and the fair value of derivativeassets. Trade and other accounts receivable aremeasured at amortised cost. Impairment losses ontrade and other accounts receivable, except derivativeassets, are recognised when there is objectiveevidence that the Group will not be able to collect allamounts due according to the original term of receivables.Significant financial difficulties of the debtor,probability that the debtor will enter bankruptcy orfinancial reorganisation, and default or delinquencyin payments (more than 30 days overdue) are consideredindicators that the trade receivable is impaired.The amount of the provision is the differencebetween the asset’s carrying amount and the presentvalue of estimated future cash flows, discountedat the original effective interest rate. The carryingamount of the asset is reduced through the use of anallowance account, and the amount of the loss isrecognised in the income statement within depreciation,amortisation and impairment. When a trade receivableis uncollectible, it is written off against theallowance account for trade accounts receivable.Subsequent recoveries of amounts previously writtenoff are credited against depreciation, amortisationand impairment in the income statement.Accrued income is stated at the amounts expectedto be received.1. 12.Cash and cash equivalentsCash consists of cash in hand and at bank.Cash equivalents are assets that are readily convertibleinto cash such as short-term highly liquid investments,including money market funds, commercialpapers, bank deposits and marketable securities,which all mature within three months from the dateof purchase.Bank overdrafts are included within current liabilities.1. 13.Impairment of non-financial assetsAssets that have an indefinite useful life are not subjectto amortisation and are tested annually for impairment.Assets that are subject to amortisation arereviewed for impairment whenever events or changesin circumstances indicate that the carrying amountmay not be recoverable. An impairment loss is recognisedfor the amount by which the asset’s carryingamount exceeds its recoverable amount. For the purposesof assessing impairment, assets are groupedRTL GroupAnnual Report 2009116

Notes to the consolidated financial statementsat the lowest levels for which there are separatelyidentifiable cash flows (cash-generating units).The recoverable amount is the higher of an asset’sfair value less costs to sell and value in use. In assessingvalue in use and fair value less costs to sell,the estimated future cash flows are discounted totheir present value using a pre-tax discount rate thatreflects current market assessments of the time valueof money and the risks specific to the asset.In respect of assets other than goodwill, an impairmentloss is reversed when there is an indicationthat the conditions that caused the impairment lossmay no longer exist and there has been a change inthe estimates used to determine the recoverableamount. The carrying value after the reversal of theimpairment loss cannot exceed the carrying amountthat would have been determined, net of depreciationas amortisation, if no impairment loss had beenrecognised.1. 14.Impairment of financial assetsThe Group assesses at each reporting date whetherthere is objective evidence that a financial asset or agroup of financial assets is impaired. In the case ofequity securities classified as available-for-sale assets,a significant or prolonged decline in the fair value ofthe security below its cost is considered an indicatorthat the securities are impaired. If any such evidenceexists for available-for-sale financial assets, the cumulativeloss – measured as the difference betweenthe acquisition cost and the current fair value, lessany impairment loss on that financial asset previouslyrecognised in the income statement – is removedfrom equity and recognised in the income statement.Impairment losses recognised in the income statementon equity instruments are not reversed throughthe income statement. Impairment testing of tradeaccounts receivable is described in note 1.11.1. 15.Non-current assets held for saleNon-current assets (or disposal groups) are classifiedas assets held for sale when their carryingamount is to be recovered principally through a saletransaction and a sale is considered highly probable.They are stated at the lower of the carrying amountand fair value less costs to sell if their carrying amountis recovered principally through a sale transactionrather through a continuing use.1. 16.Accounts payableTrade accounts payable arise from the purchase ofassets, goods and services relating to the Group’soperating activities. Other accounts payable comprise,in addition to the amount related to Profit andLoss Pooling agreement with RTL Group’s controllingshareholder, VAT payable, fair value of derivativeliabilities, accrued expenses, and payable on capitalexpenditure. Trade and other accounts payable aremeasured at amortised cost using the effective interestmethod, except derivative liabilities, which aremeasured at fair value.1. 17.Loans payableInterest-bearing current and non-current liabilities arerecognised initially at fair value less transaction costs.Subsequent to initial recognition, interest-bearingcurrent and non-current liabilities are stated at amortisedcost with any difference between cost and redemptionvalue being recognised in the incomestatement over the period of the borrowings usingthe effective interest method.1. 18.ProvisionsProvisions are recognised when the Group has apresent legal or constructive obligation to transfereconomic benefits as a result of past events. Theamounts recognised represent management’s bestestimate of the expenditures that will be required tosettle the obligation as of the reporting date. Provisionsare measured by discounting the expected futurecash flows to settle the obligation at a pre-taxrate that reflects current market assessments of thetime value of money and, where appropriate, therisks specific to the obligation.A provision for restructuring is recognised when theGroup has approved a detailed and formal restructuringplan and the restructuring has either commencedor has been announced publicly. Costs relatingto the ongoing activities of the Group are notprovided for.A provision for onerous contracts is recognised whenthe expected benefits to be derived by the Groupfrom a contract are lower than the unavoidable costof meeting its obligations under the contract. Theprovision is measured at the present value of the lowerof the expected cost of terminating the contractand the expected net cost of continuing with thecontract. Before a provision is established, the Grouprecognises any impairment loss on the assets associatedwith that contract.1. 19.Employee benefits1. 19. 1.Pension benefitsThe Group operates or participates in both definedcontribution and defined benefit plans, according tothe national laws and regulations of the countries inwhich it operates. The assets of the plans are generallyheld in separate trustee-administered funds andsome of the plans are operated through pensionfunds that are legally independent from the Group.RTL GroupAnnual Report 2009117

Notes to the consolidated financial statementsThe pension plans are generally funded by paymentsfrom employees and by the relevant Group companies,taking into account the recommendations of independentqualified actuaries.Pension costs and obligations relating to definedbenefit plans are recognised based on the projectedunit credit method. The Group recognises actuarialgains and losses in other comprehensive income.Pension costs relating to defined contribution plans(including deferred compensation plans that are definedcontribution plans in nature) are recognisedwhen an employee has rendered service in exchangefor the contributions due by the employer.1. 19. 2.Other benefitsMany Group companies provide death in servicebenefits, and spouses’ and children’s benefits. Thecosts associated with these benefits are recognisedwhen an employee has rendered service in exchangefor the contributions due by the employer.1. 19. 3.Share-based transactionsShare options are granted to certain directors andsenior employees. The options are granted at themarket price on the date of the grant and are exercisableat that price.For share options that were granted before 7 November2002, no compensation cost is recognised in theincome statement. When the options are exercised,the proceeds received net of any transaction costsare credited to share capital and share premium.For share options that were granted after 7 November2002, the fair value of options granted is recognisedas an employee expense with a correspondingincrease in equity. The fair value is measured at grantdate and spread over the period during which theemployees become unconditionally entitled to theoptions. The fair value of the options granted is measuredusing a binomial model, taking into account theterms and conditions upon which the options weregranted. The amount recognised as an expense isadjusted to reflect the actual number of share optionsthat vest except where forfeiture is only due to shareprices not achieving the threshold for vesting.1. 20.Share capital1. 20. 1.Equity transaction costsIncremental external costs directly attributable tothe issue of new shares, other than in connectionwith a business combination, are deducted, net ofthe related income taxes, against the gross proceedsrecorded in equity. Share issue costs incurred inconnection with a business combination are includedin the cost of acquisition.1. 20. 2.Treasury sharesWhere the Company or its subsidiaries purchasesthe Company’s own equity shares, the considerationpaid, including any attributable transaction costs netof income taxes, is shown in deduction of equity as“Treasury shares”.1. 20. 3.DividendsDividends on ordinary shares are recorded in the consolidatedfinancial statements in the period in whichthey are approved by the Company’s shareholders.1. 21.Revenue presentation and recognitionRevenue includes sales of rights and licence income,(co-)productions, advertising revenue and other sales,net of sales deductions such as cash rebates, creditnotes, discounts, refunds and VAT. Revenue comprisesthe fair value of consideration received or receivablefor the sale of services in the ordinary course ofthe Group’s activities. Agency commissions are presentedas a deduction from advertising revenue.Revenue is recognised when the Group has transferredthe significant risks and rewards of ownershipand the control over the goods sold and the amountof revenue can be measured reliably. Specifically,advertising sales are recognised when the relatedadvertisement or commercial is broadcast and salesof programme rights under licences are recognisedwhen the programme material has been accepted bythe licensee as being in accordance with the conditionsof the licence agreement.Barter revenue is recognised if goods or services ina barter transaction are of a dissimilar nature and ifrevenue has economic substance and can be reliablymeasured. Revenue from barter transactions isrecognised at the fair value of the goods or servicesreceived, adjusted for any cash involved in the transaction.1. 22.Government grantsGrants from the government and inter-governmentalagencies are recognised at their fair value wherethere is a reasonable assurance that the grant will bereceived and the Group will comply with all attachedconditions.Government grants related to assets are initiallypresented as a deduction in arriving at the carryingamount of the asset.Grants that compensate the Group for expensesincurred are recognised in profit or loss on a system-RTL GroupAnnual Report 2009118

Notes to the consolidated financial statementsatic basis in the same period in which the expensesare recognised.1. 23.Interest income/expenseInterest income/expense is recognised on a time proportionbasis using the effective interest method.1. 24.Income taxIncome tax on the profit or loss for the year comprisescurrent and deferred tax. Income tax is recognisedin the income statement except to the extentthat it relates to items recognised directly to equity orother comprehensive income.Current tax is the expected tax payable on the taxableincome for the year, using tax rates enacted orsubstantially enacted in the countries where the company’ssubsidiaries, joint ventures and associates operateand generate taxable income at the reportingdate and any adjustment to tax payable in respect ofprevious years.Deferred taxes are recognised according to the balancesheet liability method on any temporary differencebetween the carrying amount for consolidationpurposes and the tax base of the Group’s assets andliabilities. Temporary differences are not provided forwhen the initial recognition of assets or liabilities affectsneither accounting nor taxable profit and whendifferences relate to investments in subsidiaries to theextent that they will probably not reverse in the foreseeablefuture. No temporary differences are recognisedon the initial recognition of goodwill. Deferredtax assets and liabilities are measured at the tax ratesthat are expected to apply to the period when the assetis realised or the liability is settled, based on taxrates that have been enacted or substantively enactedat the reporting date.Deferred tax assets are recognised to the extent thatit is probable that future taxable profits will be availableagainst which the temporary differences andlosses carried forward can be utilised.Deferred tax assets and liabilities are offset whenthere is a legally enforceable right to set off current taxassets against current tax liabilities and when the deferredincome taxes relate to the same tax authority.outstanding to assume conversion of all dilutive potentialordinary shares. The only category of dilutivepotential ordinary shares is share options.1. 26.Segment reportingOperating segments are reported in a manner consistentwith the internal reporting provided to thechief operating decision-maker. The chief operatingdecision-maker, who is responsible for allocating resourcesand assessing performance of the operatingsegments, has been identified as the Executive Committeethat makes strategic decisions.An operating segment is a component of the Groupthat engages in business activities from which it mayearn revenues and incur expenses, including revenuesand expenses that relate to transactions withany of the Group’s other components.All operating segments’ operating results are reviewedregularly by the Group’s Executive Committeeto make decisions about resources to be allocatedto the segment and assess its performance, andfor which discrete financial information is available.The invested capital is disclosed for each reportablesegment as reported to the Executive Committee.The segment assets include the following items:■ The non-current assets, except the incremental fairvalue of the available-for-sale investments, the surplusof the defined benefit plans and the deferredtax assets;■ The current assets, except the income tax receivable,the fair value of derivative assets, the currentdeposit with the shareholder, the Canal Plus Francehybrid instrument, the account receivable fromthe shareholder in relation with the PLP agreement,the accounts receivable related to dividendincome, the fixed term deposits, and cash andcash equivalents.The segment assets and liabilities are consistentlymeasured with those of the statement of financialposition.1. 25.Earnings per shareBasic earnings per share is calculated by dividing thenet profit attributable to shareholders by the weightedaverage number of ordinary shares in issue duringthe year, excluding ordinary shares purchased bythe Group and held as treasury shares.The diluted earnings per share is calculated adjustingthe weighted average number of ordinary sharesRTL GroupAnnual Report 2009119

Notes to the consolidated financial statements2. ACCOUNTING ESTIMATES AND JUDGEMENTSEstimates and judgements are continually evaluatedand are based on historical experience and other factors,including expectations of future events that arebelieved to be reasonable under the circumstances.The Group makes estimates and assumptions concerningthe future. The resulting accounting estimateswill, by definition, seldom equal the related actualresults. The estimates and assumptions that have asignificant risk of causing a material adjustment tothe carrying amounts of assets and liabilities withinthe next financial year are discussed below.2. 1.Programme and sport rights(assets and provisions for onerous contracts)The Group’s accounting for non-current programmerights requires management judgements as it relatesto estimates made of total net revenue used in thedetermination of the amortisation charge and impairmentloss for the year.In addition, management judgement is required toassess, taking into account factors such as the futureprogramme grid, the realised/expected audienceof the programme, the current programme rights thatare not likely to be broadcast and the related valuationallowance.Provisions for onerous contracts related to programmeand sport rights are also recognised when the Grouphas constructive obligations and it is probable that unavoidablecosts exceed the economic benefits. Theseprovisions determined by discounting the expectedfuture cash inflows are estimates for which the amountand timing of actual cash flows are dependent on futureevents, especially sport ones.2. 2.Estimated impairment of goodwillThe Group tests annually whether goodwill hassuffered any impairment, in accordance with theaccounting policy stated in note 1.7.2.The Group has used a combination of long-termtrends, industry forecasts and in-house knowledge,with greater emphasis on recent experience, in formingthe assumptions about the development of thevarious advertising markets in which the Group operates.This is an area highly exposed to the generaldownturn in the economy.The state of the advertising market is just one of thekey operational drivers which the Group uses whenassessing individual business models. Other key driversinclude audience shares, advertising marketshares, the EBITA margin and cash conversion rates.The Group lead sensitivity analysis on the cash-generatingunits especially for which the headroom betweenthe recoverable amount and the carrying valueis low (see note 7.2.).2. 3.Fair value of available-for-saleinvestments and financial assets atfair value through profit or lossThe Group has used discounted cash flow analysisfor various available-for-sale investments and financialassets at fair value through profit or loss thatwere not traded in active markets.The carrying amount of available-for-sale investmentswould be an estimated € 5 million lower or higherwere the discount rates used in the discounted cashflow analysis to differ by 10 per cent from management’sestimates.2. 4.Income and deferred taxesThe Group is subject to income taxes in numerousjurisdictions. There are transactions and calculationsfor which the ultimate tax determination is uncertainduring the ordinary course of business.Deferred tax assets are recognised to the extent thatit is probable that future taxable profits will be availableagainst which the temporary differences andlosses carried forward can be utilised. Managementjudgement is required to assess probable future taxableprofits. In 2009, deferred tax assets on lossescarry-forwards (mainly in Germany and Luxembourg,respectively € 53 and € nil million) (2008: € 62 and€ 40 million) and on temporary differences (mainly inGermany, € 320 million) (2008: € 289 million) havebeen reassessed on the basis of currently implementedtax strategies.2. 5.Post-employment benefitsThe Group has adopted the following approaches forthe pension assumptions:■ The discount rate is determined by referenceto market yields at the closing on high qualitycorporate bonds;■ The expected return on plan assets is basedon market expectations, at the beginning ofthe period;■ Estimate of future salary increases mainly takeaccount of inflation, seniority, promotion, andsupply and demand in the employment market.All of these different elements are variable, inter-relatedand difficult to isolate as the main driver of the variousbusiness models and respective valuations.RTL GroupAnnual Report 2009120

Notes to the consolidated financial statements3. FINANCIAL RISK MANAGEMENTGroup Treasury carries out risk management activitiesin accordance with Treasury policies issuedand approved by the Board of Directors. The Boardhas issued written principles for overall risk managementas well as written policies covering specificareas, such as market risk, credit risk and liquidityrisk.The Group is exposed in particular to risks frommovements in exchange rates as it engages in longtermpurchase contracts for programme rights (outputdeals) denominated in foreign currency. TheGroup seeks to minimise the potential adverse effectsof changing financial markets on its performancethrough the use of derivative financial instrumentssuch as foreign exchange forward contracts.Derivatives are not used for speculative purposes.Risks are hedged to the extent that they influence theGroup’s cash flows (i.e. translational risk is not hedged).The Group resorts on an ongoing basis to cash flowhedges that qualify as hedging instruments.Market riskForeign exchange riskForeign exchange exposureThe Group operates internationally and is exposedto foreign exchange risk arising from various currencyexposures.For the Group as a whole, cash flow, net income andnet worth are optimised by reference to Euro. However,foreign exchange risks faced by individualGroup companies are managed or hedged againstthe functional currency of the relevant entity (as theseentities generally generate their revenue in local currencies).Hence, the Group manages a variety of currenciesdue to the numerous functional currencies ofthe companies constituting the Group.In addition to this geographic reason generating foreignexchange risk, market practices in the televisionbusiness imply a significant forward exposure to USD(as programme rights are usually denominated inUSD and not paid upfront). This explains why themain off-balance sheet exposure of the Group is towardsthe USD in respect of future purchases andsales of programme rights, output deals (commitmentsfor future cash flows) and highly probable forecasttransactions.Management of theforeign exchange exposureThe management of RTL Group’s foreign exchangeexposure is carried out centrally by the Group TreasuryDepartment, which might decide to hedge onthe one hand the balance sheet exposure (for whichthe Group does not elect to use hedge accounting)and on the other hand the forecast transactions arisingfrom the operations (off-balance sheet commitmentsfor which hedge accounting might be used).In order to manage the latter, the Group Treasury Departmentcollects from its affiliates their forecasts offoreign currency exposures arising from signed andforecast output deals and programme rights on anongoing basis in order to monitor and hedge theGroup’s overall foreign currency exposure. All foreignexchange deals are centralised in a global internetbaseddatabase. The Group Treasury Department isthen responsible for hedging on a one-to-one basisthe exposure against the functional currency of suchentity above the materiality level of € 100,000 in eachcurrency by using external foreign currency derivativecontracts. Below this threshold, hedging is doneon a bulk basis.Entities exposed to foreign currency risk are responsiblefor hedging their exposures in accordance withthe Group Treasury policies. The foreign currencymanagement policy of the Group is to hedge 100 percent of the recognised monetary foreign currency exposuresarising from cash, receivables, payables,loans and borrowings denominated in currenciesother than the functional currency. Group companieshedge more than 76 per cent of known cash flowswhich constitute firm commitments or highly probableforecast transactions. The Group policy is tohedge between 80 per cent and 100 per cent ofshort-term cash flow forecasts and between 20 percent and 85 per cent of longer term (between twoand five years) cash flow forecasts.In order to monitor the compliance of the managementof the foreign exchange exposure with theGroup’s policy, a monthly report is produced. Thisreport shows for each subsidiary their exposureto currencies other than their functional currency,detailing the nature (e.g. trade accounts, royalties,intercompany accounts) of on balance sheetitems, and the underlying deals and maturities ofoff-balance sheet items, as well as the correspondinghedging ratios. A specific report showing theglobal USD exposure (representing the main exposure)is provided to RTL Group management on amonthly basis.AccountingThe Group’s policy is not to apply a foreign currencyhedge accounting model defined under IAS39 for economic hedges or exposures arising fromrecognised foreign currency monetary assets andliabilities. This is because there is a natural offset ofgains and losses in the income statement betweenthe revaluation of the hedging derivative and thehedged exposure.The foreign currency cash flow hedge accountingmodel defined under IAS 39 is applied by those companieswhich account for the majority of the Group’sforeign currency exposure, when:RTL GroupAnnual Report 2009121

Notes to the consolidated financial statements■ Hedged foreign currency exposures relate to programmeright transactions which have not yet beenrecognised on the statement of financial position(such as forecast or firm purchases of programmerights for which the licence period has not yet begun);and■ Amounts are sufficiently material to justify the needfor hedge accounting.The effective portion of the changes in the fair valueof the hedging instruments is recognised net of deferredtax in the hedging reserve in equity (see note7.15.4.). It is released to the carrying value of thehedged item when such an item is recognised in thestatement of financial position. The ineffective portionof the change in fair value of the hedging instrument(swap points) is recognised directly in the profit orloss. For the year ended 31 December 2009, theamount of ineffectiveness (see note 6.5.) that hasbeen posted to the income statement during the period(e.g. the forward points that have not beenbooked in equity during the period) is € (12) million(€ (9) million in 2008).HedgesThe number of foreign currency cash flow hedge relationshipsamounts to 362 at year-end 2009 (359 atyear-end 2008). The impact of forward foreign exchangecontracts is detailed as follows:2009€m2008€mNet fair value of derivative(assets)/liabilities(see notes 7.8. and 7.12.) 3 (63)Operating foreign exchangegains/(losses) (23) 19Cash flow hedges ineffectivenesslosses (see note 6.5.) (12) (9)2009€m2008€mLess than 3 months 2 (31)Less than 1 year (1) (4)Less than 5 years 2 (28)Net fair value of derivative(assets)/liabilities(see notes 7.8. and 7.12.) 3 (63)The split by maturitiesof notional amountsof forward exchangecontracts at31 December 2009 isfor the main foreigncurrencies as follows:The split by maturitiesof notional amountsof forward exchangecontracts at31 December 2008 is forthe main foreigncurrencies as follows:2010£mBuy 212 22 2 – – 236Sell (524) (62) (25) (4) (3) (618)Total (312) (40) (23) (4) (3) (382)2010$mBuy 632 326 220 132 114 1,424Sell (167) (28) (3) – – (198)Total 465 298 217 132 114 1,2262009£mBuy 100 4 – – – 104Sell (372) (54) (31) (20) – (477)Total (272) (50) (31) (20) – (373)2009$mBuy 630 281 197 114 148 1,370Sell (155) (9) (1) – – (165)Total 475 272 196 114 148 1,2052011£m2011$m2010£m2010$m2012£m2012$m2011£m2011$m2013£m2013$m2012£m2012$m>2013£m>2013$m>2012£m>2012$mTotal£mTotal$mTotal£mTotal$mSensitivity analysis to foreign exchange ratesThe Group estimates that:■ If the USD had been 10 per cent stronger comparedto the Euro (respectively weaker), with all other variablesheld constant, this would have resulted in apre-tax € 4 million loss (respectively gain) for theGroup, and in an additional pre-tax € 70 million income(respectively expense) recognised in equity;■ If the GBP had been 10 per cent stronger comparedto the Euro (respectively weaker), with all oth-RTL GroupAnnual Report 2009122

5.30.50.50.63.50.25.33.46.32.15.33.42.43.64.72.57.06.36.0Notes to the consolidated financial statementser variables held constant, this would have resultedin a pre-tax nil gain (respectively loss) for theGroup, and an additional pre-tax € 3 million expense(respectively income) recognised in equity;■ If other currencies had been 10 per cent strongercompared to the Euro (respectively weaker), with allother variables held constant, this would have hadno material impact on profit or loss and equity.This sensitivity analysis does not include the impactof translation of foreign operations.Interest rate riskThe management of interest rate risk is centralised atthe level of the Group Treasury Department. The objectiveof the interest rate risk management policy isto minimise the interest rate funding cost over thelong-term and to maximise the excess cash return.In order to achieve this objective a cross border Eurocash pooling has been set up. The Group also believesthat using floating rate rather than fixed ratedebt in a positive yield curve environment supportsthat goal. This policy will be maintained as long asthe Risk Management Committee judges the level ofthe mix between fixed and floating rates is appropriate.At 31 December 2009, the fixed/floating mixwas: 8 per cent/92 per cent (11 per cent/89 per centin 2008). Frequent benchmarks about interest ratesare carried out in order to have this mix evolvingalong with market conditions.The Group Treasury Department uses various indicatorsto monitor interest rate risk such as a targetednet fixed/floating rate debt ratio, duration, basis pointvalue (increase in interest rate costs resulting froma basis point increase in interest rate) and interestcover ratio (i.e. adjusted EBITA over net interest expenseas defined by rating agencies).Assuming the actual amount of floating net cashavailable remains constant, it has been calculatedthat if the interest rates achieved would drop (respectivelyincrease) by 100 basis points, at 31 December2009, the interest income would subsequentlydrop (respectively increase) by € 9 million (€ 9million in 2008).In respect of income-earning financial assets and interest-bearingfinancial liabilities, the following tableindicates their effective interest rates at balance sheetdate and the periods in which they re-price:NotesEffectiveinterest rate%Totalamount (1)€m6 monthsor less€m6 – 12months€m1 – 2years€m2 – 5years€mOver 5years€m..........Other loans – fixed rate 7. 5. 67 – – – 67 –Other loans – floating rate 7. 5. 6 2 4 – – –Current deposit – floating rate 7. 8. 542 542 – – – –Cash and cash equivalents (earning assets) 7. 9. 381 381 – – – –Bank loans – floating rate 7. 11. (105) (30) (75) – – –Bank overdrafts 7. 11. (5) (5) – – – –Loans from other financial institutions – floating rate 7. 11. (12) – (12) – – –Leasing liabilities – floating rate 7. 11. (2) – (2) – – –Leasing liabilities – fixed rate 7. 11. (10) – – (10) – –Loans payable – floating rate 7. 11. (22) (16) (6) – – –At 31 December 2009 840 874 (91) (10) 67 –.........Other loans – fixed rate 7. 5. 64 – – – 64 –Other loans – floating rate 7. 5. 5 1 4 – – –Current deposit – floating rate 7. 8. 599 599 – – – –Cash and cash equivalents (earning assets) 7. 9. 320 320 – – – –Bank loans – floating rate 7. 11. (79) (16) (63) – – –Bank overdrafts 7. 11. (6) (6) – – – –Leasing liabilities – floating rate 7. 11. (3) (3) – – – –Leasing liabilities – fixed rate 7. 11. (13) (1) (1) (11) – –Loans payable – floating rate 7. 11. (9) (1) (8) – – –At 31 December 2008 878 893 (68) (11) 64 –(1) Excluding accrued interestsCredit riskRTL Group’s exposure to credit risk arises primarilythrough sales made to customers. Hence this riskprimarily relates to trade receivables.The Group’s television and radio operations incur exposureto credit risk when making transactions withadvertising agencies or direct customers. In 2009,the combined television and radio advertising revenuecontributed 62 per cent of the Group’s turnover.Due to its business model, RTL Group’s exposure tofinancial risk is directly linked to the final client, howeverthe risks are considered as weak due to the sizeof the individual companies or agency groups.RTL GroupAnnual Report 2009123

Notes to the consolidated financial statementsRTL Group produces programmes which are sold orlicensed to state-owned and commercial televisionchannels. In 2009, these activities contributed 24 percent of the Group’s turnover. Given the limited numberof television broadcasters in different countries,there is a high degree of concentration of credit risk.However, given the long-standing relationships betweencontent provider and broadcasters and thefact that the customers are large businesses with asolid financial position, the level of credit risk is significantlymitigated.RTL Group also has policies in place to ensure thatsales of products and services are made to customerswith an appropriate credit history.The carrying amount of financial assets representstheir maximum credit exposure.Ageing of financialassets (excluding theavailable-for-saleinvestments for anamount of € 111 million)at 31 December 2009:Ageing of financialassets (excluding theavailable-for-saleinvestments for anamount of € 97 million)at 31 December 2008:(1) At 31 December 2009,cumulated valuation allowanceamounted to € 84 million(2) At 31 December 2008,cumulated valuation allowanceamounted to € 78 millionGrosscarryingamount (1, 2)€mNeitherimpairednor pastdue on thereportingdate€m

––––Notes to the consolidated financial statements2009 €mUnder1 year€m1 – 5years€mOver5 years€mUnder1 year€m1 – 5years€mOver5 years€mTotal€mCredit facilities – BanksCommitted facilities 338 160 178 –Headroom 124 37 87 –2008Credit facilities – BanksCommitted facilities 321 321 – –Headroom 123 123 – –The following table analyses the Group’s financialliabilities into relevant maturity groupings based onthe remaining period at the closing date to the contractualmaturity date. The amounts disclosed in thetable are the contractual undiscounted cash flows,except for foreign exchange derivative liabilities.LiabilitiesLoans andbank overdrafts 80 87 – 167Accounts payable(deferred incomeexcluded) 2,063 179 177 2,419At 31 December 2009 2,143 266 177 2,586LiabilitiesLoans andbank overdrafts 23 105 1 129Accounts payable(deferred incomeexcluded) 2,021 162 160 2,343At 31 December 2008 2,044 267 161 2,472Financial instrumentsby categoryThe fair values of each classof financial assets andliabilities are equivalent totheir carrying amount.(1) Include Canal Plus Franceinstrument designated at fair valuethrough profit or loss (see note 7.8.)NotesAssets atfair valuethrough profitor loss (1)€mDerivativesused forhedging€mLoans andaccountsreceivable€mAvailablefor-saleinvestments€mAssetsLoans and other financial assets(surplus of the defined benefitplans excluded) 7. 5. 78 – 73 111 262Accounts receivable(prepaid expenses excluded) 7. 8. 384 31 1,945 – 2,360Cash and cash equivalents 7. 9. – 395 – 395At 31 December 2009 462 31 2,413 111 3,017Total€mNotesLiabilitiesat fair valuethroughprofit or loss€mDerivativesused forhedging€mOtherfinancialliabilities (1)€mTotal€m(1) At amortised costLiabilitiesLoans and bank overdrafts 7. 11. . – – 156 156Accounts payable (deferred income excluded) 7. 12. . 34 2,351 2,385At 31 December 2009 – 34 2,507 2,541NotesAssets atfair valuethrough profitor loss (1)€mDerivativesused forhedging€mLoans andaccountsreceivable€mAvailablefor-saleinvestments€mTotal€m(1) Include Canal Plus Franceinstrument designated at fair valuethrough profit or loss (see note 7.5.)AssetsLoans and other financial assets 7. 5. 423 – 69 97 589Accounts receivable(prepaid expenses excluded) 7. 8. 47 104 1,891 – 2,042Cash and cash equivalents 7. 9. – 383 – 383At 31 December 2008 470 104 2,343 97 3,014NotesLiabilitiesat fair valuethroughprofit or loss€mDerivativesused forhedging€mOtherfinancialliabilities (1)€mTotal€m(1) At amortised costLiabilitiesLoans and bank overdrafts 7. 11. . – – 111 111Accounts payable (deferred income excluded) 7. 12. . 41 2,265 2,306At 31 December 2008 – 41 2,376 2,417RTL GroupAnnual Report 2009125

Notes to the consolidated financial statementsFair value hierarchyThe following table presents the Group’s financialassets and liabilities measured at fair value at 31 December2009 by valuation method. The different levelshave been defined as follows:■ Level 1: quoted prices (unadjusted) in activemarkets for identical assets (or liabilities);■ Level 2: inputs other than quoted pricesincluded within level 1 that are observablefor the asset or liability, either directly (i.e. prices)or indirectly (i.e. derived from prices); and■ Level 3: inputs for the asset or the liabilitythat are not based on observable market data(unobservable inputs).Total€mLevel 1€mLevel 2€mLevel 3€mAssetsFinancial assetsat fair value throughprofit or loss 462 – 78 384Available-for-saleinvestments 111 5 37 69Derivativesused for hedging 31 – 31 –At 31 December 2009 604 5 146 453LiabilitiesDerivativesused for hedging 34 – 34 –At 31 December 2009 34 – 34 –The fair value of financial instruments traded in activemarkets is based on quoted market prices at theclosing. A market is regarded as active if quoted pricesare readily and regularly available from an ex-change, dealer, broker, industry group, pricing service,or regulatory agency, and those prices representactual and regularly occurring market transactions onan arm’s length basis. These instruments are includedin level 1. The quoted market price used for financialassets by the Group is the current bid price.The fair value of financial instruments that are nottraded in an active market is determined by using valuationtechniques. These valuation techniques maximizethe use of observable market data where it isavailable and rely as little as possible on entity specificestimates. If all significant inputs required to fairvalue an instrument are observable, the instrument isincluded in level 2.If one or more of the significant inputs is not basedon observable market data, the instrument is includedin level 3.Specific valuation techniques used to value financialinstruments include:■ Quoted market prices or dealer quotesfor similar instruments;■ The fair value of forward foreign exchangecontracts is determined using forward exchangerates at the balance sheet date, with theresulting value discounted back to present value;■ Other techniques, such as discounted cashflow analysis, are used to determine fair valuefor the remaining financial instruments.The hybrid financial instrument Canal Plus France(see note 7.8.) is presented in level 3.The following table presents the change in level 3 instrumentsfor the year ended 31 December 2009:Financialassets at fairvalue throughprofit or loss€mAvailablefor-saleinvestments€mTotal€mBalance at 1 January 410 69 479Purchase – 1 1Gains and losses recognised in other comprehensive income – (1) (1)Gains and losses recognised in profit or loss(“Financial result other than interest”) 19 – 19Decrease (sales and settlement) (45) – (45)Balance at 31 December 384 69 453Total gains for the period included in profit or lossfor assets held at the end of the reporting period 21 – 21No transfer between levels has been realised duringthe year 2009.Capital risk managementThe Group’s objectives when managing capital are tosafeguard the Group’s ability to continue as a goingconcern and to provide returns for shareholders.RTL GroupAnnual Report 2009126

Notes to the consolidated financial statements4. Segment ReportingThe determination of the Group’s operating segmentsis based on the operational and managementrelatedentities for which information is reported tothe Executive Committee. IFRS 8 has been adoptedin 2009 and comparatives have been consistently represented.The Group has 16 profit centres, each one led by aCEO managing the operations in television, radio anddiversification businesses in one of the 11 countrieswhere the Group owns interests in 45 channels and30 stations; FremantleMedia and UFA Sports operatean international network in the content business.All the reported segments meet the quantitativethresholds required by IFRS 8:■ Mediengruppe RTL Deutschland: this segmentencompasses all of the Group’s German televisionactivities. These include the leading commercialchannel RTL Television, Vox, Super RTL, N-TV andan equity participation in RTL II. This segment alsoincludes an array of diversification activities such asnew media and content;■ Groupe M6: primarily composed of the commercialtelevision channel M6. This segment also includesone other free-to-air television channel W9 and anumber of smaller thematic pay channels. This segmentalso includes significant other activities suchas home shopping, direct-to-consumer marketing,rights distribution and a football club;■ FremantleMedia: principally a worldwide productionbusiness, but other activities include a significantdistribution and licensing business. Its main businessunits are based in the United States, the UnitedKingdom, Germany and Australia;■ RTL Nederland: this segment covers both televisionand radio activities. The Group’s television channelscover RTL 4, RTL 5, RTL 7 and RTL 8 and are theleading family of channels in the Netherlands. Radioactivities comprise Radio 538, the number oneDutch radio station;■ Five Group: this segment includes RTL Group’s UKtelevision activities, and comprise the public- servicebroadcaster Five and the digital terrestrial channelsFiver and Five USA;■ RTL Belgium: this segment includes both televisionand radio activities primarily focused in the Frenchspeaking(southern) part of Belgium. The televisionactivities are the leading family of channels and includeRTL-TVI, Plug RTL and Club RTL while theradio activities are made up of the number one andnumber two stations, Bel RTL and Radio Contact;and■ French radio: this is the leading radio family inFrance and mainly includes the stations RTL Radio,RTL 2 and Fun Radio.€ 70 million), RTL Televizija (Croatia, € 41 million).Group headquarters provides services, initiates developmentprojects and is also reported in “Othersegments”.RTL Group’s Executive Committee assesses theperformance of the operating segments based onEBITA. Interest income, interest expense, financialre sults other than interest, and income tax are notallocated to segments, as these are centrally driven.Inter-segment pricing is determined on an arm’slength basis.The Executive Committee also reviews on a regularbasis the amount of the invested capital of each profitcentre. Only the assets and liabilities directly managedby the profit centres are considered. Reportable segmentassets and liabilities are reconciled to total assetsand liabilities, respectively.All management financial information reported toRTL Group’s Executive Committee is fully compliantand consistent with the Group accounting policiesand primary statements.The revenue of “Other segments” mainly relates toRTL Klub (Hungary, € 83 million, fully consolidatedsince 1 April 2009), Alpha Media Group (Greece,RTL GroupAnnual Report 2009127

Notes to the consolidated financial statements4. 1.Segment informationMediengruppeRTL Deutschland Groupe M6 FremantleMedia2009€m2008€m2009€m2008€m2009€m2008€mRevenue from external customers 1,731 2,019 1,370 1,351 989 1,000Inter-segment revenue 1 1 7 3 194 203Total revenue 1,732 2,020 1,377 1,354 1,183 1,203Profit/(loss) from operating activities 353 384 186 183 155 153Share of results of associates 13 15 (2) (10) – 1EBIT 366 399 184 173 155 154EBITA 366 414 195 196 155 155Impairment of goodwill of subsidiaries and joint ventures and of disposal group – – – – – –Impairment of goodwill of associates – – – (4) – –Amortisation and impairment of fair value adjustmentson acquisitions of subsidiaries and joint ventures – – (11) (24) – –Gain/(loss) from sale of subsidiaries, joint ventures and other investments – (15) – 5 – (1)EBIT 366 399 184 173 155 154Interest incomeInterest expenseFinancial results other than interestIncome tax expenseProfit for the yearSegment assets (associates excluded) 1,536 1,537 1,501 1,505 1,393 1,391Investments in associates 39 41 – 7 18 –Segment assets 1,575 1,578 1,501 1,512 1,411 1,391Segment liabilities 600 559 634 613 359 337Invested capital 975 1,019 867 899 1,052 1,054Segment assetsDeferred tax assetsIncome tax receivableOther assetsCash and cash equivalentsTotal assetsSegment liabilitiesDeferred tax liabilitiesIncome tax payableOther liabilitiesTotal liabilitiesCapital expenditure 33 20 111 151 64 13Depreciation and amortisation (12) (20) (108) (76) (14) (12)Impairment losses excluding goodwill (2) – (4) (4) 3 (1)Impairment of goodwill – – – – – –Impairment of disposal group – – – – – –4. 2.Geographical informationGeographical areas are based on where either customers(revenue) or the Group’s non-current assetsare located. Goodwill has been reasonably allocatedto a geographical area based on whether the Group’srisks and returns are affected predominantly by theproducts and services it produces.Germany2009€m2008€mRevenue from external customers 1,866 2,130Non-current assets 986 952Assets classified as held for sale – –Capital expenditure 60 27RTL GroupAnnual Report 2009128

Notes to the consolidated financial statementsrtlnederlandFiveGroupRTLBelgiumFrenchRadioOthersegments Eliminations Total Group2009€m2008€m2009€m2008€m2009€m2008€m2009€m2008€m2009€m2008€m2009€m2008€m2009€m2008€m368 430 301 432 201 215 173 187 277 140 – – 5,410 5,7743 6 2 – 2 1 1 2 36 40 (246) (256) – –371 436 303 432 203 216 174 189 313 180 (246) (256) 5,410 5,77471 69 (199) (346) 32 39 15 32 (130) (56) – 8 483 466– – – – – – – – 14 28 – – 25 3471 69 (199) (346) 32 39 15 32 (116) (28) – 8 508 50072 70 (41) (2) 36 39 15 32 (43) 4 – 8 755 916– – (140) (338) (4) – – – (66) (26) – – (210) (364)– – – – – – – – (1) (8) – – (1) (12)(1) (1) (18) (6) – – – – (6) – – – (36) (31)– – – – – – – – – 2 – – – (9)71 69 (199) (346) 32 39 15 32 (116) (28) – 8 508 50020 63(32) (42)22 7(220) (232)298 296555 563 306 442 192 193 181 176 563 523 (163) (181) 6,064 6,149– – – – – – – – 359 394 – – 416 442555 563 306 442 192 193 181 176 922 917 (163) (181) 6,480 6,591115 147 187 199 107 103 75 70 331 314 (157) (174) 2,251 2,168440 416 119 243 85 90 106 106 591 603 (6) (7) 4,229 4,4236,480 6,591465 51342 1051,334 1,363395 3838,716 8,9552,251 2,16858 86152 229725 6013,186 3,0842 3 3 4 2 4 4 6 24 144 – – 243 345(11) (13) (17) (20) (5) (5) (4) (5) (25) (13) – – (196) (164)– (2) (15) – – – – – (4) (1) – – (22) (8)– – (140) (338) – – – – (66) (26) – – (206) (364)– – – – (4) – – – – – – – (4) –2009€mFrance UK The Netherlands Other regions Total2008€m2009€m2008€m2009€m2008€m2009€m2008€m2009€m2008€m1,543 1,523 488 648 386 461 1,127 1,012 5,410 5,774955 964 484 645 435 443 583 596 3,443 3,600– – – – – – 23 – 23 –116 159 6 7 2 3 59 149 243 345The revenue generated in Luxembourg amounts to€ 40 million (2008: € 46 million). The total of non-currentassets other than financial instruments, deferredtax assets and post-employment benefit assets locatedin Luxembourg amounts to € 30 million (2008:€ 33 million).RTL GroupAnnual Report 2009129

Notes to the consolidated financial statements5. ACquisitions and disposals5. 1.Acquisitions and increasesin interests held in subsidiariesand joint venturesDetails of significant acquisitions in the year ended31 December 2009 are set out in note 5.2. Acquisitionshave been consolidated using the purchasemethod of accounting with goodwill being recognisedas an asset. All acquisitions have been includedin the consolidated accounts from the date that controlhas been transferred to the Group.In aggregate, the acquired businesses contributedrevenue of € 122 million and profit attributable toRTL Group shareholders of € 16 million for the postacquisitionperiod to 31 December 2009. Had thebusiness combinations been at the beginning of theyear, the revenue and the profit attributable toRTL Group shareholders would have amounted to€ 5,434 million and € 204 million respectively.5. 2.Details of significant acquisitionsand disposals, increases in interests heldin subsidiaries and joint ventures2009M-RTLAt the extraordinary shareholders’ meeting heldon 20 March 2009, the shareholders of M-RTL Zrt(“M-RTL”, “RTL Klub”) granted their consent andapproval to transfers of shares, in particular to thetransfer by Pearson Netherlands BV (“PNBV”) of its20 per cent stake in M-RTL to KOS Beteiligungs- undVerwaltungsgesellschaft mbH (“KOS”). As a result,the disagreements among the shareholders, whichled to the arbitration proceedings between PNBV,IKO-Telekom Média Holding Rrt (n/k/a IKO MédiaHolding Zrt) and M-RTL in December 2006, weresettled. Following the transfer of the 20 per centstake by PNBV to KOS, the economic and votingownerships in M-RTL was as follows: RTL Group (49per cent), IKO-Telekom Média Holding Zrt (31 percent) and KOS (20 per cent).As a result of the arrangements among the shareholdersentered into on 20 March 2009, RTL Grouphas the ability in practice to control M-RTL withoutthe acquisition of additional shares and fully consolidatesM-RTL since 1 April 2009. Until such date,M-RTL was accounted for using the equity method.The Group has recognised the following identifiableassets, liabilities and contingent liabilities at fair valueat the date of the gain of control :■ A fair value of € 6.8 million on thecustomer relationships;■ A related deferred tax liability foran amount of € 1.4 million.Had the business combination occurred on 1 January2009, the contribution to the consolidated revenueand to the Group’s consolidated result would havebeen € 102 million and € 10 million, respectively.On 26 June 2009, RTL Group acquired from KOSnon-voting shares in M-RTL representing an economicinterest of 18 per cent for an amount of € 42million. As a result, RTL Group since then owns aneconomic interest of 67 per cent and voting rightsof 49 per cent in M-RTL. This acquisition in a fullyconsolidated entity has been accounted for as anequity transaction and therefore no adjustment wasrecorded to goodwill. The decrease in equity attributableto RTL Group shareholders and in equityattributable to minority interest amounts to € 32 millionand to € 10 million, respectively.RTL GroupAnnual Report 2009130

Notes to the consolidated financial statementsM-RTL2009Carryingamount atdate of gainof control€mIncrementalvalue€mFair value atdate of gainof control€mAcquisitionof minorityinterest€mTotal€mCash and cash equivalents 8 – 8 – 8Non-current programme rights 1 – 1 – 1Other intangible assets 16 7 23 – 23Property, plant and equipment 9 – 9 – 9Current programme rights 36 – 36 – 36Accounts receivable and other financial assets 27 – 27 – 27Accounts payable (52) – (52) – (52)Net deferred tax assets/(liabilities) 1 (1) – – –Minority interest (23) (3) (26) 10 (16)Net assets acquired 23 3 26 10 36Elimination of the contribution of companiespreviously accounted for using the equity method (23) – (23)Change in revaluation reservefrom the gain of control in M-RTL (3) – (3)Negative impact in Group equitydue to acquisition of minority interest – 32 32Total purchase consideration – 42 42Less:Deferred payments on acquisitions – (3) (3)Cash and cash equivalentsin operations acquired (8) – (8)Cash outflow on acquisitions (8) 39 31Original ProductionsOn 20 February 2009, the Group acquired 75 percent of Original FMM LLC, a Burbank (USA) basedcompany producing factual entertainment programmesthat appeal to both US and internationalbroadcasters. RTL Group granted a put option onthe remaining 25 per cent to the management basedon a variable component. The fair value of the putoption has been recognised as a liability.This transaction qualifies as a business combinationsince RTL Group has gained the control of OriginalProductions. The purchase consideration, net ofcash acquired, amounts to € 38 million, resulting inthe recognition of a goodwill of € 44 million, as thepurchase accounting led to no recognition of additionalfair values directly attributable to the net assetsacquired. Had the acquisition occurred on 1 January2009, the contribution to the consolidated revenueand to Group’s consolidated result would have been€ 44 million and € 5 million respectively.Original Productions2009Carrying amountat acquisition date€mIncrementalvalue€mFairvalue€mCash and cash equivalents 7 – 7Property, plant and equipment 2 – 2Current programme rights 14 – 14Accounts receivable and other financial assets 6 – 6Accounts payable (25) – (25)Employee benefit obligations (2) – (2)Interest-bearing loans payable and borrowings (1) – (1)Net assets acquired 1 – 1Goodwill 44Total purchase consideration 45Less:Deferred payments on acquisitions (21)Cash and cash equivalents in operations acquired (7)Cash outflow on acquisition 17RTL GroupAnnual Report 2009131

Notes to the consolidated financial statements2008Alpha Media GroupIn September 2008, the Group signed an agreementto acquire a 66.6 per cent majority shareholding inAlpha Media Group. Alpha Media Group then comprisedthe Greek national TV channel Alpha TV, theregional TV channel Kanali 9 Thessaloniki, the radiostations Alpha 98.9 and Palmos 96.5 and Plus Productions,Alpha TV’s in-house production company.This transaction was approved by the Greek competitionauthority on 2 December 2008 and qualified asa business combination since RTL Group gained thecontrol of Alpha Media Group on 16 December 2008.The purchase consideration, net of cash acquired,amounted to € 125 million.The purchase accounting, determined on a provisionalbasis in 2008, was completed in 2009. TheGroup has recognised the following identifiable assets,liabilities and contingent liabilities at fair value atthe date of control:■ The Alpha TV brands for an amount of € 11.5 million;■ The customer relationships for an amountof € 2.5 million;■ A related deferred tax liability for an amountof € 2.8 million;■ A deferred tax asset of € 9.7 million.Alpha Media Group2008Carrying amountat acquisition date€mIncrementalvalue€mFairvalue€mCash and cash equivalents 7 – 7Other intangible assets – 14 14Property, plant and equipment 17 – 17Current programme rights 19 – 19Accounts receivable and other financial assets 59 – 59Accounts payable (95) – (95)Employee benefit obligations (3) – (3)Other provisions (2) – (2)Net deferred tax assets – 7 7Minority interest (1) (7) (8)Net assets acquired 1 14 15Goodwill 117Total purchase consideration 132* Re-presented following the completionof the purchase price allocationLess:Cash and cash equivalents in operations acquired (7)Cash outflow on acquisition 125In September and November 2009, RTL Groupexited from its Greek radio activities for a cash considerationof € 2.2 million, net of cash disposed of,resulting in a gain on disposal of € 0.6 million (seenotes 5.5. and 6.3.).CyréalisOn 30 April 2008, the Group acquired 100 per centof Cyréalis Group exploiting the following three editorialwebsites Clubic.com for high technologies,Jeuxvideo.fr for video games and Neteco.com fore-business and Achetezfacile.com, a price comparisonsite.This transaction qualified as a business combinationsince RTL Group gained the control of Cyréalis. TheGroup recognised the following identifiable assets,liabilities and contingent liabilities at their fair value atthe date of the transaction:■ “Clubic”, “Achetez facile” and “Jeuxvidéo”brands for an amount of € 1.4 million;RTL GroupAnnual Report 2009132

Notes to the consolidated financial statements■ Intellectual property rights in connection with thecomparison engine for an amount of € 0.7 million;■ A related deferred tax liability for an amountof € 0.7 million.The excess of the cost of the business combinationover the fair value of the intangible assets and deferredtax was allocated to goodwill for an amount of€ 40.4 million. At 31 December 2008, deferred paymentson this transaction amounted to € 18 million.The goodwill has been decreased in 2009 by € 3.7million following the re-measurement of the earn-outclauses. Earn-out paid in 2009 amounted to € 5million.Cyréalis2008Carrying amountat acquisition date€mIncrementalvalue€mFairvalue€mCash and cash equivalents 1 – 1Other intangible assets – 2 2Accounts receivable and other financial assets 3 – 3Accounts payable (1) – (1)Interest bearing loans payable and borrowings (2) – (2)Net deferred liabilities – (1) (1)Net assets acquired 1 1 2Goodwill 40Total purchase consideration 42Less:Deferred payments on acquisition (18)Cash and cash equivalents in operations acquired (1)Cash outflow on acquisition 23Hugo FilmsOn 26 February 2008, RTL Group completed theacquisition of 100 per cent of the share capital ofHugo Films SAS, a French film production companyowning a film catalogue. Following the completionof a fair value exercise, the items listed below wererecognised:■ A fair value of € 11.7 million on the catalogueof non-current programme rights;■ A related deferred tax liability for an amountof € 4.4 million.Lemonline – WKWIn November 2008, the Group had acquired the remaining51 per cent of the share of the companyLemonline Ltd and its branch, the fast growing socialnetwork Wer-kennt-wen.de. Prior to this transaction,Lemonline – WKW was accounted for using the equitymethod. The acquisition qualified as a businesscombination since RTL Group has gained the controlof Lemonline – WKW for a consideration of € 4million. The purchase accounting, determined on aprovisional basis in 2008, was completed in 2009without recognition of any additional fair values directlyattributable to the net assets acquired.AH AntenneBefore April 2008, AH Antenne was not underRTL Group’s control since the control of the companywas delegated to the Executive Board of the companyin which RTL Group only held one of five mandates.In April 2008, the Articles of Association ofthe company were amended and thereby the controlwas transferred from the responsibility of the ExecutiveBoard to the responsibility of the shareholders’ meeting.Since the shareholders’ meeting approves resolutionswith simple majority and RTL Group holds 54per cent of the share capital and voting rights, thecontrol of the company was gained. Prior to thischange, AH Antenne was accounted for using the equitymethod. This gain of control qualified as a businesscombination. The goodwill previously included in“Investment in associates” was transferred to “Goodwill”for an amount of € 12 million. The purchase accountingled to no recognition of additional fair valuesdirectly attributable to the net assets acquired.RTL ShopIn August 2008, following the approval of the Germancompetition authority, RTL Group exited from its Germanteleshopping activities through the sale of RTLShop to Aurelius, a Munich-based industrial holding.RTL Group recognised a loss on disposal amountingto € 13 million.An amount of € 2.4 million of deferred considerationon direct costs associated with the disposal of RTLShop has been paid in 2009.FremantleMedia InvestmentsAt 30 June 2008, an agreement was signed betweenRTL Group and BBC Worldwide Australia ChannelPty Ltd for the sale of FremantleMedia InvestmentsPty Ltd for an amount of € 5.5 million. The resultinggain for the Group amounted to € 4 million.RTL GroupAnnual Report 2009133

Notes to the consolidated financial statements5. 3.Assets and liabilitiesacquiredDetails of the net assetsacquired and goodwillare as follows:Purchase consideration:– Cash paid 68 171– Payments on prior years’ acquisitions (5) –– Deferred consideration on acquisitions 24 19Total purchase consideration 87 1902009€m2008*€mLess:Fair value of net assets acquired (37) (22)Contribution of companies previously accounted for using the equity method 23 6Change in revaluation reserve from gain of control 3 –(Negative)/positive impact in Group equity due to acquisition of minority interest (32) 1* Re-presented (see note 1.2.1.)Goodwill 44 1755. 4.Cash outflowon acquisitionsThe net assets andliabilities arisingfrom the acquisitionsare as follows:Carryingamount atacquisitiondate/gainof control€mIncrementalvalue€m2009 2008*Fair value€mAcquisitionof minorityinterest€mTotal€mFair value€mCash and cash equivalents 15 – 15 – 15 20Non-current programme rights 1 – 1 – 1 13Other intangible assets 16 7 23 – 23 16Property, plant and equipment 11 – 11 – 11 20Loans and other financial assets – – – – – 1Current programme rights 50 – 50 – 50 19Accounts receivable and otherfinancial assets 33 – 33 – 33 67Accounts payable (77) – (77) – (77) (108)Employee benefit obligations (2) – (2) – (2) (3)Other provisions – – – – – (2)Interest-bearing loans payable andborrowings (1) – (1) – (1) (20)Net deferred tax assets (liabilities) 1 (1) – – – 2Minority interest (23) (3) (26) 10 (16) (3)Net assets acquired 24 3 27 10 37 22Elimination of the contribution ofcompanies previously accounted forusing the equity method (23) – (23) (6)Goodwill 44 – 44 175Change in revaluation reserve fromgain of control (3) – (3) –Negative/(positive) impact inGroup equity due to acquisition ofminority interest – 32 32 (1)Total purchase consideration 45 42 87 190* Re-presented (see note 1.2.1.)** Presented under “Transaction withminority interest” in cash flows fromfinancing activitiesLess:Payments on prior years’ acquisitions 5 – 5 –Deferred payments on acquisitions (21) (3) (24) (19)Cash and cash equivalentsin operations acquired (15) – (15) (20)Cash outflow on acquisitions 14 39** 53 151RTL GroupAnnual Report 2009134

Notes to the consolidated financial statements5. 5.Assets and liabilitiesdisposed ofDetails of net assetsdisposed of andgain/(loss) on disposalare as follows:Disposal proceeds (see note 5.2.) 2 7Direct costs associated with the disposal of RTL Shop – (8)Net assets disposed of (1) (8)Net gain/(loss) on disposal of subsidiaries and joint ventures (see note 6.3.) 1 (9)2009€m2008€m5. 6.Cash inflow/(outflow)on disposalsCash and cash equivalents – (8)Goodwill (2) –Loans and other financial assets – (2)Accounts receivable and other financial assets (1) –Assets classified as held for sale – (12)Accounts payable 3 –Liabilities directly associated with non-current assets classified as held for sale – 14Minority interest (1) –Net assets disposed of (1) (8)2009€m2008€mTotal disposal proceeds 2 7Direct costs associated with the disposal of RTL Shop – (8)Less:Payments on prior years’ disposals – 1Deferred consideration of direct costs associated with the disposal of RTL Shop – 3Payments of direct costs associated with the disposal of RTL Shop (2) –Cash and cash equivalents in operations disposed of – (8)Cash inflow/(outflow) on disposals (see note 5.2.) – (5)RTL GroupAnnual Report 2009135

905Notes to the consolidated financial statements6. Consolidated income statement6. 1.Revenue2009€m %2008€m %Spot advertising sales 3,127 58 3,439 59Bartering advertising revenue 52 1 51 1Other advertising sales 156 3 166 3Advertising sales, net of agency commission 3,335 62 3,656 63Net films, programmes and other rights – sold or licensed 1,303 24 1,304 23Sales of merchandise and consumer services 634 12 658 12Professional services 138 2 156 25,410 100 5,774 1006. 2.Other operating expenses(1) The net increase mainly results fromthe changes in consolidation scope(M-RTL, Original Productionsand Alpha Media Group). Excludingthese entities, the employeebenefits expenses in 2009 amountto € 858 million.(2) In 2009, the increase of one-timeprogramme costs primarily relatesto provisions for onerous contracts(see note 7.13.). In 2008, GroupeM6 supported one-time costsin respect of Euro 2008. ExcludingM-RTL and Alpha Media Group,newly consolidated (see note 5.2.),the external costs of liveprogrammes in 2009 amount to€ 341 million.(3) Fees related to KPMG andPricewaterhouseCoopers, theGroup’s auditors and their affiliates,are set out below:. Employee benefits expenses (1) 6. 2. 1. 861External cost of live programmes (2) 364 351Intellectual property expenses 227 188External cost of transmitting 204 204Consumption of other inventories 194 211Expenses for subcontract production 179 221Other marketing, promotion and public relations costs 123 133Rental costs 85 83Operating taxes 78 71Audit, consulting and legal fees (3) 64 58Marketing and promotion costs – barter 50 43Repairs and maintenance 47 49Other distribution expenses 34 35Commissions on sales 24 25Administration and sundry expenses 115 1522,693 2,685Notes2009€m2008€m2009€m2008€mKPMG PwC KPMG PwCAudit services pursuant to legislation 1.7 1.6 1.9 1.6Other audit-related services 0.4 1.0 1.0 1.5Other services relating to taxation 0.4 0.1 0.3 0.22.5 2.7 3.2 3.36. 2. 1.Employee benefitsexpensesWages and salaries 714 675Social security costs 151 140Share options granted to employees 5 7Pension costs 11 13Other employee expenses 24 26905 8612009€m2008€mThe amounts set out above exclude personnel costsof € 210 million (2008: € 214 million), that are capitalisedand which represent costs of employees directlyallocated to the production of assets.Pension costs relate to defined contributions for € 6million (2008: € 7 million) and defined benefit plansfor € 5 million (2008: € 6 million) (see note 7.14.).RTL GroupAnnual Report 2009136

Notes to the consolidated financial statementsAn analysis of theaverage number ofemployees forundertakings heldby the Group isset out opposite:2009 2008Employees of fully consolidated undertakings 9,811 9,103Employees of joint ventures 90 889,901 9,191“Employees of joint ventures” reflects the number ofemployees based on the Group’s ownership in thesejoint ventures.Excluding M-RTL, Original Productions and AlphaMedia Group, the average number of employees offully consolidated undertakings is 8,866.6. 3.Gain/(loss) fromsale of subsidiaries,joint ventures andother investments“Gain/(loss) from sale of subsidiaries, joint venturesand other investments” mainly relates to the following:2009■ Gain on sale of the investment in the Alpha RadiofonikiSA, Alpha Radiofoniki Kronos SA and KosmoradiotileoptikiSA subsidiaries: € 1 million■ Loss on sale of other investments: € (1) million2008■ Gain on sale of the investment in the FremantleInvestments Pty subsidiary: € 4 million■ Loss on sale of the investment in the RTL Shopsubsidiary: € (13) million6. 4.Net interestincome/(expense)Interest income on loans and accounts receivable 16 48Tax-related interest income 4 15Interest income 20 632009€m2008€m(1) Of which (see note 7.14.):– Expected return on plan assets:€ 3 million (2008: € 3 million);– Unwind of discount on definedbenefit obligations: € (8) million(2008: € (7) million)Interest expense on financial liabilities (16) (20)Tax-related interest expense (7) (13)Interest on defined benefit obligation (1) (5) (4)Interest expense on other employee benefit liabilities (4) (5)Interest expense (32) (42)Net interest income/(expense) (12) 21“Interest income on loans and accounts receivable”includes an amount of € 7 million (2008: € 23 million)in respect of deposits to Bertelsmann AG (see note9.1.).6. 5.Financial results otherthan interestImpairment losses on available-for-sale investments (4) (1)Cash flow hedges ineffectiveness (see note 3.) (12) (9)Net gain on Canal Plus France (see note 7.5. and 7.8.) 21 20Net gain/(loss) on other financial instruments at fair value through profit or loss 16 (4)Other financial results 1 122 72009€m2008€m6. 6.Income tax expenseCurrent tax expense (192) (195)Deferred tax expense (28) (37)(220) (232)2009€m2008€mRTL GroupAnnual Report 2009137

Notes to the consolidated financial statementsThe income tax onthe Group profit beforetax differs from thetheoretical amount thatwould arise usingthe Luxembourg taxrate as follows:2009€m %2008€m %Profit before taxes 518 528Income tax rate applicable in Luxembourg 28.59 29.63Tax calculated at domestic tax rate applicableto profits in Luxembourg 148 156Effects of tax rate in foreign jurisdictions and German trade tax 44 31Tax calculated at domestic tax rate applicable to profitsin the respective countries 192 37.1 187 35.4Change in tax regulation and status – 3Non deductible expenses 77 136Tax exempt revenue (63) (86)Net reduction of deferred tax assets 45 60Tax incentives not recognised in the income statement (13) (13)Effect of tax losses for which no deferredtax assets are recognised (10) (24)Tax expense before adjustments on prior years 228 44.0 263 49.8Current tax adjustments on prior years (8) (31)Income tax expense 220 42.5 232 43.9Non deductible expenses mainly relate to impairmentlosses on goodwill of Five Group and Alpha MediaGroup for a tax effect of € 56 million (2008: € 108 million;see note 7.2.).Tax exempt revenue mainly relates to the Commissionreceived in relation to the Compensation Agreementfor € 45 million (2008: € 61 million; see note9.1.), to capital gains and fair value changes for € 10million (2008: € 11 million) and to the share of resultsof associates for € 8 million (2008: € 14 million).Net reduction of deferred tax assets mainly resultsfrom the reassessment of the interest incomegenerated by RTL Group SA, primarily due to capitalisationof loans and low interest rates. On thisbasis, the deferred tax asset in Luxembourg hasbeen reduced by € 40 million to € nil (2008: reducedby € 49 million from € 89 to 40 million). Subsequentlyto the impairment test (see note 7.2.) and reviewof the cash flow projections, the deferred tax assetrelated to Five Group was fully written off in 2008(€ (14) million).Tax incentives not recognised in the income statementrelate to a permanent difference generated bythe amortisation of tax goodwill in Germany.The current tax adjustments on prior years mainly resultfrom tax final assessments in the Netherlands in2009 and from tax audits in Germany in 2008.Effect of tax losses for which no deferred tax are recognisedmainly relates to Luxembourg.6. 7.Earnings per shareThe calculation of basicearnings per shareis based on the profitattributable toRTL Group shareholdersof € 205 million(2008: € 194 million)and a weighted averagenumber of ordinaryshares outstandingduring the yearof 153,618,853(2008: 153,618,853),calculated as follows:2009 2008Profit attributable to RTL Group shareholders (in € million) 204.8 193.7Weighted average number of ordinary shares:Issued ordinary shares at 1 January (note 7.15.1.) 154,787,554 154,787,554Effect of own shares held (note 7.15.2.) (1,168,701) (1,168,701)Weighted average number of ordinary shares 153,618,853 153,618,853Basic earnings per share (in €) 1.33 1.26Diluted earnings per share (in €) 1.33 1.26For 2009 and 2008, there is no dilutive impact ofthe share option plan as all options are out of themoney.RTL GroupAnnual Report 2009138

Notes to the consolidated financial statements7. CONSOLIDATED STATEMENT OF FINANCIAL POSITION7. 1.Programme rights,goodwill and otherintangible assets(Co-)productions€mDistributionandbroadcastingrights€mAdvancepaymentsand (co-)productionsin progress€mTotalprogrammerights (1)€mGoodwill*€mOtherintangibleassets€mCostBalance at 1 January 2008 529 857 13 1,399 5,549 550Effect of movementsin foreign exchange 17 6 – 23 (143) (36)Additions 4 16 49 69 – 24Disposals (7) (36) – (43) – (19)Subsidiaries and jointventures acquired (2) – 13 – 13 175 16Transfers and other changes 3 43 (40) 6 (11) (24)Balance at 31 December 2008 546 899 22 1,467 5,570 511Effect of movements inforeign exchange (19) (6) – (25) (3) 1Additions 8 26 48 82 – 48Disposals – (37) – (37) – (14)Gain of control of M-RTL (2) – 1 – 1 – 23Subsidiaries and jointventures acquired (2) – – – – 44 –Subsidiaries and jointventures disposed of – – – – (2) –Transfers and other changes (3) 2 36 (48) (10) (3) –Balance at 31 December 2009 537 919 22 1,478 5,606 569Amortisation and impairment lossesBalance at 1 January 2008 (520) (799) – (1,319) (2,402) (193)Effects of movementsin foreign exchange (16) (6) – (22) 22 13Amortisation charge for the year (7) (46) – (53) – (51)Impairment losses recognisedfor the year – (2) – (2) (364) (4)Reduction of goodwill (4) – – – – (11) –Reversal of impairment – 1 – 1 – –Disposals 7 36 – 43 – 19Transfers and other changes – (6) – (6) 10 24Balance at 31 December 2008 (536) (822) – (1,358) (2,745) (192)* Re-presented (see note 1.2.1.)(1) Programme rights include internallygenerated capitalised rights(2) See notes 5.2., 5.3. and 5.4.(3) “Transfers and other changes” ongoodwill primarily relate to Cyréalis(see note 5.2.)(4) After completion of purchaseaccounting, € 11 million deferredtax assets previously not recognisedand related to tax losses carryforwards were subsequentlyrecognised and realised. As aconsequence, goodwill wasreduced by the same amountEffects of movements inforeign exchange 19 6 – 25 6 (1)Amortisation charge for the year (15) (66) – (81) – (55)Impairment lossesrecognised for the year – (1) – (1) (206) (22)Reversal of impairment – 3 – 3 – –Disposals – 37 – 37 – 9Transfers and other changes 8 (1) – 7 – –Balance at 31 December 2009 (524) (844) – (1,368) (2,945) (261)Carrying amount:At 31 December 2008 10 77 22 109 2,825 319At 31 December 2009 13 75 22 110 2,661 308Other intangible assets include mainly Alpha TV (seenote 5.2.), Five, Mistergooddeal, M6 and Radio 538brands for an amount of € 149 million (2008: € 154 million)and Alpha Media Group (see note 5.2.), FiveGroup, Groupe M6 and M-RTL (see note 5.2.) customerrelationships of € 25 million (2008: € 27 million).RTL GroupAnnual Report 2009139

Notes to the consolidated financial statements* Re-presented (see note 1.2.1.)The following intangible assets, recognised at fair valueat the time of the gain of control by RTL Group,have been impaired in 2009:■ The brand and customer relationships ofAlpha Media Group (see note 5.2.), for an amountof € 3 million and € 1 million, respectively;■ The brand and customer relationships ofFive Group for an amount of € 8 million and€ 6 million, respectively.The M6 brand is considered to have an indefiniteuseful life and was recognised for an amount of € 120million. At 31 December 2009, an impairment testwas performed and did not lead to any impairment.In determining that the M6 brand has an indefiniteuseful life, Group Management has considered variousfactors such as the past and expected longevityof the brand, the impact of possible changes inbroadcasting technologies, the impact of possibleevolutions of the regulatory environment in the Frenchtelevision industry, the current and expected audienceshare of the M6 channel and M6 managementstrategy to maintain and strengthen the trademarkM6. Based on the analysis of these factors, managementhas determined and confirmed at 31 December2009 that there is no foreseeable limit to the periodof time over which the brand M6 is expected togenerate cash inflows for the Group.7. 2.Impairment test for goodwillGoodwill is allocated to the Group’s cash-generatingunits on the basis of the profit centres (seenote 4.) and at the level at which cash inflows aregenerated.All profit centres and cash-generating units mainlyoperate in one country, except FremantleMediawhich is considered as a sole cash-generating unitfor worldwide operations.2009€m2008*€mMediengruppe RTL Deutschland 869 869Groupe M6 415 418FremantleMedia 938 899RTL NederlandTelevision 124 124Radio 159 159Five Group – 132RTL Belgium 31 31French radio 65 65Other segmentsAlpha Media Group 49 117German radio 11 11Total goodwillon cash-generating units 2,661 2,825Goodwill is tested for impairment annually, as of31 December or whenever changes in circumstancesindicate that the carrying amount may not berecoverable.The recoverable amount of a cash-generating unit(“CGU”) has been determined on the basis of thehigher of its value in use and its fair value less coststo sell:■ The value in use is determined on the basis of cashflows excluding estimated future cash inflows oroutflows expected to arise from future restructuringsand from improving or enhancing the CGU’sperformance unless the cash-generating unit iscommitted at year end to the restructuring, and relatedprovisions have been made. Furthermore, thediscount rate is closely linked to Group parameters(mainly size and credit premium and gearing ratio);■ Fair value less costs to sell is the amount obtainablefrom the sale of a CGU in an arm’s lengthtransaction between knowledgeable, willing parties,less the costs of disposal. The hierarchy ofsources for determining a “fair value less costs tosell” is:■ A binding arm’s length sales agreement;■ An active trading market for the CGU; or■ Best information available.The Group supports its fair values less costs to sellon the basis of a discounted cash flow (“DCF”) modelto the extent that it would reflect the value that “anymarket participant” would be ready to pay in an arm’slength transaction. Differently from the “value in use”approach which reflects the perspective of the Groupfor a long-term use of the CGU, a “fair value lesscosts to sell” model would include future cash flowsexpected to arise from restructuring plans and futureinvestments, as all rational market participants wouldbe expected to undertake these restructurings andinvestments in order to extract the best value fromthe acquisition. Furthermore, the discount rate in a“fair value less costs to sell” model is calculatedbased on a market approach and most of the parametersused are derived from market sources. The latterapproach was used by the Group in determiningthe recoverable amount of Five Group and Alpha MediaGroup cash-generating units at 30 June 2009(2008: Five Group).Cash flow projections are based on financial budgetsapproved by management covering a three-yearperiod. Cash flows beyond the three-year-period forup to ten years are prepared using the estimatedgrowth rates and other key drivers including audienceand advertising market shares, the EBITA margin andcash conversion rates based on past performanceand expectations of market development. Cash flowsbeyond the ten-year period are extrapolated usingthe estimated perpetual growth rates and thediscount rates stated below.RTL GroupAnnual Report 2009140

Notes to the consolidated financial statementsThe perpetual growth rates used are consistent withthe forecasts included in industry reports. The discountrates have been determined, CGU by CGU, in orderto reflect, where appropriate, the following factors:■ Country risk;■ Relative size;■ Credit spread due to the financial situation; and■ Gearing ratio of the CGU.Perpetualgrowthrate% a year2009 2008Discountrate%Perpetualgrowthrate% a yearDiscountrate%(1) For television and radio, respectively(2) At 30 June and 31 December 2009,respectivelyCash-generating unitsMediengruppe RTL Deutschland 2.5 8.2 2.5 8.2Groupe M6 3.0 8.2 3.0 8.2FremantleMedia 3.0 8.6 3.0 8.6RTL NederlandTelevision 2.5 8.2 2.5 8.2Radio 2.5 8.7 2.5 8.7Five Group 3.0 9.2 3.0 9.2RTL Belgium 2.5 8.2 and 8.6 (1) 2.5 8.2 and 8.6French radio 2.5 8.6 2.5 8.6Other segmentsAlpha Media Group 3.0 9.5 and 9.1 (2) 3.0 9.0German radio 2.5 8.9 2.0 8.5Management consider that, at 31 December 2009,no reasonably possible change in the market shares,margin and cash conversion rates would reduce theheadroom between the recoverable amounts and thecarrying values of most of the cash-generating units,RTL Nederland radio and German radio excepted. Ifthe estimated revenue growth for 2010 and each ofthe following years had been reduced by 1 per cent,RTL Group would have recognised an impairmentloss against goodwill of € 8 million and € 8 million, respectively.Concerning Alpha Media Group, an increasein the discount rate of 1 per cent combinedwith a decrease of 1 per cent in the estimated revenuegrowth for 2010 and each of the following yearswould have led to an additional impairment lossagainst goodwill of € 6 million.2009Impairment losses on goodwill were recorded for anamount of € 206 million.An impairment loss amounting to € 140 million wasrecognised at 30 June 2009 against the carrying valueof Five Group and the goodwill reduced to nil. Thisreflected the worsening of both the advertising marketand Five’s share of the market. The “fair value lesscosts to sell” approach was retained, by factoring thecosts and the benefits of the contemplated restructuringprogramme and using a discount rate of 9.2per cent.Intangible assets recorded at fair value upon gain ofcontrol of Five Group have been impaired for anamount of € 14 million (see note 7.1.).An impairment loss amounting to € 70 million wasrecognised at 30 June 2009 against the carrying valueof Alpha Media Group’s assets. A much weakerGreek advertising market, when compared to theoriginal business plan, resulted in a significant underperformance.A cost reduction programme, includinga first voluntary leave programme, was initiatedduring the first half-year 2009; this was not sufficientto compensate a significant decline in revenue. The“fair value less costs to sell” approach was retainedat 30 June 2009, by factoring the costs and the benefitsof the contemplated restructuring programmeand using a discount rate of 9.5 per cent. Based onthe above and on the basis of revised cash flowprojections, the impairment losses of an amount of€ 70 million were fully allocated to the provisionalgoodwill at 30 June 2009. As a consequence ofthe completion of the fair value exercise during thesecond half-year 2009, the impairment of € 70 millionwas partly reallocated at 31 December 2009 tothe fair value recognised on intangible assets (seenote 7.1.). € 66 million impairment losses remainedallocated to goodwill. As the restructuring plan hasbeen implemented in 2009, “value in use” has beenretained at 31 December 2009 using a discount rateof 9.1 per cent.2008Impairment losses on goodwill were recorded at 31December 2008 for an amount of € 364 million.An impairment amounting to € 337 million was recognisedagainst the carrying value of Five Group andreflected the following:RTL GroupAnnual Report 2009141

Notes to the consolidated financial statements■ A significant slowdown in television advertisinggrowth rates in the short-term;■ Weaker audience share development in an increasinglyfragmented UK television market, affecting allestablished broadcasters.The “fair value less costs to sell” approach was retained,by factoring the costs and the benefits of thecontemplated restructuring programme and using adiscount rate of 9.2 per cent.Based on the above and on the basis of revisedcash flow projections, an impairment loss was recordedat 31 December 2008 which was fully allocatedto goodwill.An impairment was also recorded against the Group’swholly owned German radio activities (€ 26 million).Value in use was retained for the purpose of the impairmenttest. This impairment on goodwill reflectedthe following:■ A weaker German radio advertisingmarket environment;■ Continued structural issues reflecting thelack of a nationwide radio market.Another impairment on goodwill for an amount of € 1million was recognised on the cash-generating unitGroupe M6.7. 3.Property, plantand equipmentLand, buildingsand improvements€mTechnicalequipment€mCostBalance at 1 January 2008 435 317 179 931Effect of movements in foreign exchange (7) (2) (5) (14)Additions 6 24 31 61Disposals (23) (38) (14) (75)Subsidiaries and joint ventures acquired (1) 11 7 2 20Balance at 31 December 2008 422 308 193 923Other€mTotal€mEffect of movements in foreign exchange 1 1 – 2Additions 2 18 49 69Disposals (1) (27) (9) (37)Gain of control of M-RTL (1) 1 7 1 9Subsidiaries and joint ventures acquired (1) – 2 – 2Transfers and other changes 5 1 (6) –Balance at 31 December 2009 430 310 228 968Depreciation and impairment lossesBalance at 1 January 2008 (212) (255) (123) (590)Effect of movements in foreign exchange 3 1 4 8Depreciation charge for the year (16) (25) (19) (60)Impairment losses reversed for the year – (3) – (3)Disposals 19 37 13 69Balance at 31 December 2008 (206) (245) (125) (576)Depreciation charge for the year (15) (24) (21) (60)Impairment losses recognised for the year – – (2) (2)Disposals – 25 9 34Transfers and other changes (1) – 1 –Balance at 31 December 2009 (222) (244) (138) (604)(1) See note 5.2.Carrying amount:At 31 December 2008 216 63 68 347At 31 December 2009 208 66 90 364Net tangible assets held under finance leasesat 31 December 2009 amount to € 12 million(2008: € 14 million).RTL GroupAnnual Report 2009142

Notes to the consolidated financial statements7. 4.Investmentsin associatesBalance at 1 January 442 466Effect of movements in foreign exchange (14) (6)Share of results of associates 25 34Dividend distribution (28) (50)Change in ownership interest (10) (1)Transfers and other changes 1 (1)Balance at 31 December 416 4422009€m2008€m“Investments in associates” at 31 December 2009includes goodwill of € 303 million (2008: € 314 million),of which € 195 million relates to Antena 3 DeTele vision Group.“Change in ownership interest” mainly relates in 2009to M-RTL gain of control (see note 5.2.), the disposalof Pages Jaunes Petites Annonces € (6) million andacquisitions in content business.Share of results ofassociates:Share of result after tax 26 46Impairment of investments in associates (1) (12)2009€m2008€m25 34Antena 3 De Television Group, RTL II and M-RTL (seenote 5.2.) contributed in 2009 to the “Share of resultsof associates” for € 13, € 9 and € (2) million, respectively(2008: € 19, € 12 and € 10 million, respectively).An impairment loss of € 1 million, related to the associateRTL 9, has been recognised in 2009 (2008:Ger man radio and Pages Jaunes Petites Annoncesas sociates for € 8 million and € 4 million, respectively).The impacts ofacquisitions of associatesstate as follows:Purchase consideration:– Cash paid 3 15– Net assets contributed 1 –– Deferred payments on acquisitions 15 –Total purchase consideration 19 152009€m2008€mLess fair value of net assets acquired (11) (3)Goodwill on acquisitions of associates 8 122009€m2008€mInvestments in associates 11 3Net assets acquired 11 3Goodwill on acquisitions of associates 8 12Total purchase consideration 19 15Less:– Net assets contributed (1) –– Deferred payments on acquisitions (15) –Cash outflow on acquisitions of associates 3 15RTL GroupAnnual Report 2009143

Notes to the consolidated financial statementsDetails of disposals ofassociates are as follows:Disposal proceeds 7 –Assets disposed of (7) –Net profit on disposals of associates – –2009€m2008€m2009€m2008€mInvestments in associates (7) –Assets classified as held for sale – –Net assets disposed (7) –Total disposal proceeds 7 –Cash inflow on disposals of associates 7 –The summarised financialinformation on the mainassociates of the Group,on a 100 per cent basis, isas follows:2009Country ofincorporationAssets€mLiabilities€mEquity€mRevenue€mProfit forthe year€mInterestheld%Antena 3 De Television Group Spain 796 531 265 650 61 21.5Ren TV Group Russia 118 73 45 85 1 30.0RTL 2 GmbH & Co. KG Germany 91 56 35 259 27 35.82008Country ofincorporationAssets€mLiabilities€mEquity€mRevenue€mProfit forthe year€mInterestheld%Antena 3 De Television Group Spain 828 578 250 767 91 21.2M-RTL Hungary 109 55 54 142 20 48.8Ren TV Group Russia 147 99 48 132 14 30.0RTL 2 GmbH & Co. KG Germany 107 64 43 285 35 35.8Based on the published share price at31 December 2009, the market capitalisation of100 per cent of Antena 3 De Television Groupamounts to € 1,642 million (2008: € 906 million).7. 5.Loans and otherfinancial assetsAvailable-for-sale investments (see note 7.15.5.) 111 97Canal Plus France – 363Surplus of the defined benefit plans (see note 7.14.) 3 –Loans and other financial assets 151 129265 5892009€m2008€mNo reversal of impairment losses was recorded in2009 and 2008.In the fourth quarter of 2006, the Group via GroupeM6 disposed of its holding of 34 per cent in TPS andrecognised as consideration an investment of 5.1 percent in Canal Plus France plus a put option exercisablein February 2010. The put option grants GroupeM6 the ability to dispose of all of its Canal Plus Franceshares at the higher value of € 384 million (basis: February2010) or a price determined by external experts.Upon initial recognition, RTL Group elected todesignate the combination of the investment of 5.1per cent in Canal Plus France and the put option asan hybrid financial instrument recorded at fair valuethrough profit or loss. At 31 December 2008, the fairvalue of this hybrid instrument was determined basedon the floor price of € 384 million discounted at therisk-free rate, and amounted to € 363 million.The hybrid financial instrument has been reclassifiedin 2009 to current “Accounts receivable and other financialassets” (see note 7.8.).RTL GroupAnnual Report 2009144

Notes to the consolidated financial statementsThe movementsin available-for-saleinvestmentsare as follows:Balance at 1 January 97 87Net acquisitions and disposals 1 16Change in fair value, net of tax 15 (6)Impairment losses (1) –Other changes (1) –Balance at 31 December 111 972009€m2008€m7. 6.Deferred tax assetsand liabilities* Re-presented (see note 1.2.1.)(1) Of which:– € (1) million (2008: € (4) million)related to derivatives on equityinstruments;– € 1 million (2008: € 4 million)related to share options grantedto employees;– € 7 million (2008: € (9) million)related to effective portionof changes in fair value of cashflow hedges;– € (1) million (2008: € (6) million)related to change in fair value ofcash flow hedges transferred toprofit or loss; and– € 2 million (2008: € (1) million)related to defined benefit planactuarial gains/(losses).Deferred tax assets 465 513Deferred tax liabilities (58) (86)2009€m2008*€m407 427Balance at 1 January 427 476Income tax expense (28) (37)Income tax credited/(charged) to equity (1) 8 (16)Change in consolidation scope – 4Balance at 31 December 407 4272009€m2008*€mThe Group has deductible temporary differencesoriginating from an intra-group transaction which willmainly reverse during the next ten years.Unrecognised deferred tax assets amount to € 1,689million at 31 December 2009 (2008: € 1,633 million).Deferred tax assets are recognised on tax losses carryforwards to the extent that realisation of the relatedtax benefit through the future taxable profits are probable.The Group has unrecognised tax losses of€ 5,938 million (2008: € 5,692 million) to carry forwardagainst future taxable income. The most significantportion of these tax losses is generated in Luxembourgand has no expiry date.The movement indeferred tax assets andliabilities duringthe year is as follows:Deferred tax assetsBalance at1 January2009*€m(Charged)/credited toincomestatement€mCredited toequity€mChange inconsolidationscope€mTransfersand otherchanges€mBalance at31 December2009€mIntangible assets 280 (31) – 1 – 250Programme rights 82 33 – – (1) 114Property, plant and equipment 2 – – – – 2Provisions 50 21 1 – – 72Tax losses (see note 6.6.) 115 (51) – – – 64Others 20 2 6 1 – 29Set off of tax (36) – – – (30) (66)513 (26) 7 2 (31) 465Deferred tax liabilitiesBalance at1 January2009*€m(Charged)/credited toincomestatement€mCredited toequity€mChange inconsolidationscope€mTransfersand otherchanges€mBalance at31 December2009€m* Re-presented (see note 1.2.1.)Intangible assets (85) 7 – (1) – (79)Property, plant and equipment (18) 1 – (1) – (18)Provisions (4) (1) – – – (5)Others (15) (9) 1 – 1 (22)Set off of tax 36 – – – 30 66(86) (2) 1 (2) 31 (58)RTL GroupAnnual Report 2009145

Notes to the consolidated financial statements7. 7.Currentprogramme rightsGross value€m2009 2008Valuationallowance€mNet value€mGross value€mValuationallowance€mNet value€m(Co-)productions 344 (307) 37 369 (300) 69TV programmes 67 – 67 73 – 73Other distribution andbroadcasting rights 1,012 (255) 757 948 (213) 735Sub-total programme rights 1,423 (562) 861 1,390 (513) 877(Co-)productions andprogrammes in progress 135 (3) 132 135 (8) 127Advance, payments on (co-)productions,programmes and rights 154 – 154 133 – 133Sub-total programmerights in progress 289 (3) 286 268 (8) 2601,712 (565) 1,147 1,658 (521) 1,137Additions and reversals of valuationallowance have been recorded for € (103) millionand € 37 million respectively in 2009(2008: € (81) million and € 39 million respectively).7. 8.Accounts receivable andother financial assetsUnder1 year€m2009 2008Over1 year€mTotal€mUnder1 year€mOver1 year€mTrade accounts receivable 925 4 929 902 5 907Accounts receivable from associates 30 – 30 25 – 25Prepaid expenses 126 – 126 85 27 112Fair value of derivative assets 31 – 31 104 – 104Current deposit with shareholder(see note 9.1.) 542 – 542 602 – 602Canal Plus France 384 – 384 – – –Other current financial assets 8 – 8 47 – 47Account receivable from shareholder inrelation with PLP agreement(see note 9.1.) 323 – 323 237 – 237Other accounts receivable 109 4 113 118 2 1202,478 8 2,486 2,120 34 2,154Total€mAdditions and reversals of valuation allowance havebeen recorded for € (35) million and € 21 million respectivelyin 2009 (2008: € (26) million and € 18 millionrespectively).The hybrid financial instrument Canal Plus Francehas been reclassified in 2009 from non-current“Loans and other financial assets” for an amount of€ 363 million (see note 7.5.). At 31 December 2009,the fair value of the hybrid instrument has beenconsistently determined based on the discountedfloor price of € 384 million, as there is no indicationthat a valuation at 31 December 2009 would significantlydiffer from the fair value determined on thisbasis. The change in fair value of this instrument,only resulting from the discount for the period, isrecognised in “Financial results other than interest”for an amount of € 21 million for the year ended31 December 2009 (31 December 2008: € 20 million)(see note 6.5.).RTL GroupAnnual Report 2009146

Notes to the consolidated financial statements7. 9.Cash andcash equivalentsCash in hand and at bank 145 126Fixed term deposits (under three months) 58 35Other cash equivalents 192 222395 3832009€m2008€m“Other cash equivalents” include money marketfunds for € 192 million (2008: € 222 million).The current deposit with shareholder ispresented in accounts receivable (see note 7.8.).7. 10.Assets classified as heldfor sale and liabilitiesdirectly associated withnon-current assetsclassified as held for saleNon-current assets classified as held for sale: Disposal Group held for saleDeferred tax assets 1 –Programme rights 12 –Other inventories 2 –Accounts receivable and other financial assets 12 –Impairment on disposal group (4) –23 –2009€m2008€mLiabilities directly associated with non-current assets classified as held for sale2009€m2008€mAccounts payable 10 –10 –The carrying amount of the disposal groupis € 13 million at 31 December 2009 (2008: € nil).7. 11.Loans andbank overdrafts(1) Mainly relate to Alpha Media Groupfor € 35 million (2008: € 1 million)Current liabilities2009€m2008€mBank overdrafts 5 6Bank loans payable (1) 44 7Leasing liabilities 2 3Other current loans payable 24 275 18Non-current liabilities2009€m2008€mBank loans payable 61 72Leasing liabilities 10 13Other non-current loanspayable 10 881 93Term and debtrepayment schedule2009Under1 year€m1 – 5years€mOver 5years€mTotalcarryingamount€mBank overdraft 5 – – 5Bank loans payable 44 61 – 105Leasing liabilities 2 10 – 12Other loans payable 24 10 – 3475 81 – 1562008Bank overdraft 6 – – 6Bank loans payable 7 72 – 79Leasing liabilities 3 13 – 16Other loans payable 2 7 1 1018 92 1 111RTL GroupAnnual Report 2009147

Notes to the consolidated financial statements7. 12.Accounts payableCurrent accounts payableTrade accounts payable 1,072 1,162Amounts due to associates 22 13Employee benefits liability 134 95Deferred income 111 96Social security and other taxes payable 67 70Fair value of derivative liabilities 34 41Account payable to shareholder in relation with PLP agreement (see note 9.1.) 368 298Other accounts payable 356 3332,164 2,1082009€m2008€m2009 2008Non-current accounts payable1–5years€mOver 5years€mTotal€m1–5years€mOver 5years€mTotal€mTrade accounts payable 65 9 74 50 11 61Employee benefits liability 2 114 116 2 97 99Deferred income 4 – 4 – – –Social security and othertaxes payable 3 – 3 2 – 2Other accounts payable 92 43 135 91 41 132166 166 332 145 149 2947. 13.ProvisionsPost employmentbenefits€mLitigations€mRestructuring€mOnerouscontracts€mOtherprovisions€mBalance at 1 January 2009 79 68 24 54 31 256Provisions made during the year 17 25 6 96 18 162Provisions used during the year (14) (16) (13) (30) (3) (76)Provisions reversed during the year (1) (17) (3) (5) (11) (37)Actuarial gains recognised in equity 7 – – – – 7Other changes – 1 – (1) 2 2Balance at 31 December 2009 88 61 14 114 37 314Total€m2009€m2008€mCurrent 183 135Non-current 131 121314 256The provisions mainly relate to the following:■ “Post-employment benefits” comprise provisions fordefined benefit obligations for € 87 million (2008:€ 78 million) (see note 7.14.) and provision for otheremployee benefits for € 1 million (2008: € 1 million);■ “Litigations” include provisions made by GroupeM6 for € 29 million (2008: € 28 million), MediengruppeRTL Deutschland for € 14 million (2008: € 9million), FremantleMedia for € 7 million (2008: € 3million) and other risks related to different ongoingdisputes;■ “Onerous contracts” mainly comprise provisionsmade by Mediengruppe RTL Deutschland for € 83million (2008: € 28 million) and € 28 million byGroupe M6 (2008: € 15 million) in relation to thesupply of programmes, mostly sport. Out of € 96million of provisions recorded during the year, € 65million were charged to profit or loss as a result ofthe significant decline in the advertising market overthe life of several sports rights contracts. The singlemost significant charge of € 53 million relates tothe Formula 1 contract for the German territorywhich runs until the end of 2011. Would the expecteddownturn in advertising income not materialiseto the extent assessed by the management,the balance of the onerous contracts provision inthe next financial year might be adjusted;■ “Other provisions” primarily include provisionsmade by Groupe M6 for € 28 million (2008: € 15million) and FremantleMedia for € 5 million (2008:€ 11 million).RTL GroupAnnual Report 2009148

Notes to the consolidated financial statements“Other changes” are due to reclassifications under“Accounts payable”.7. 14.Post-employment benefitsRTL Group operates or participates in a number ofdefined benefit and defined contribution plansthroughout Europe. These plans have been set upand are operated in accordance with national lawsand regulations. A description of the principal definedbenefit plans of the Group is given below:BelgiumEmployees of RTL Belgium participate in a definedbenefit plan insured with the insurance companyAXA, which provides pension benefits to membersand their dependants on retirement and death. Theassets of the insurance contract are not segregatedbut mutualised within the global assets of the Company(“Branche 21”). A guaranteed interest rate isprovided by AXA.FranceGroupe M6, Ediradio, ID and IP France operate retirementindemnity plans, which, by law, provide lumpsums to employees on retirement. The lump sumsare based on service and salary at the date oftermina tion of employment in accordance with theapplicable collective agreement. The Ediradio and IDretirement indemnity plan is partly funded by an insurancecontract with AXA. Ediradio also participatesin a defined benefit plan which provides pension benefitsto members on retirement. This plan is partlyfunded by an insurance contract with AXA. The assetsof the insurance contract are not segregated butmutualised within the global assets of the Company.A guaranteed interest rate is provided by AXA.GermanyEmployees of UFA Berlin Group (including UFA Fernsehproduktion,UFA Entertainment, UFA Film & TVProduktion), Universum Film, UFA Film & Fernsehenand RTL Group Deutschland participate in the multiemployerBertelsmann plan. The plan is unfundedand defined benefit in nature. Each employer whichparticipates in this plan has separately identifiableliabilities.RTL Television, AVE Hörfunkbeteiligung and IP Deutschlandoperate their own retirement arrangements. IPDeutschland sponsors individual plans for five employeesand former employees providing defined pensionbenefits to each employee at retirement.RTL Television sponsors individual plans for two employeesand a former employee providing definedpension benefits to each employee at retirement. Inaddition, a number of employees participate in a supportfund providing pension benefits to members andtheir dependants on retirement and death.The plan of RTL Television is partly funded by a lifeinsurance contract with AXA. The assets of the insurancecontract are not segregated but mutualisedwithin the global assets of the insurance company. Aguaranteed interest rate is provided by AXA.LuxembourgEmployees of CLT-UFA, RTL Group and BroadcastingCenter Europe participate in a defined benefit plan,which provides pension benefits to members andtheir dependants on retirement, death and disability.CLT-UFA, RTL Group and Broadcasting CenterEurope set up provisions for the unfunded retirementbenefit plan. Death and disability are insured withFortis Luxembourg-Vie.United KingdomFremantleMedia Group Limited is the principal employerof the Fremantle Group Pension Plan (“theFremantle Plan”), which was established on 29 December2000 and was, prior to 1 September 2005,known as the RTL Group UK Pension Plan. TheFremantle Plan provides both defined benefit anddefined contribution benefits. The plan assets holdassets for both sections of the plan and are mainlycomposed of equity instruments.The amounts recognisedin the statement offinancial position aredetermined as follows:Present value of funded obligations 84 68Fair value of plan assets (66) (52)2009€m2008€m18 16Present value of unfunded obligations 66 62Net liability 84 78Assets (see note 7.5) 3 –Provisions (see note 7.13) 87 78Experience adjustments on assets (gains)/losses 6 (11)Experience adjustments on provisions gains (2) (4)RTL GroupAnnual Report 2009149

Notes to the consolidated financial statementsThe movement in thepresent value offunded/unfunded definedbenefit obligation overthe year is as follows:Balance at 1 January 130 142Current service cost (see note 6.2.1.) 6 7Interest cost 8 7Actuarial (gains)/losses 11 (15)Employee contributions 1 2Benefits paid by employer (3) (4)Benefits paid out of the plan assets (2) (2)Settlements and curtailments (1) (1)Foreign exchange differences – (9)Others – 3Balance at 31 December 150 1302009€m2008€mThe movement in the fairvalue of plan assets ofthe year is as follows:Balance at 1 January 52 63Expected return on plan assets 3 3Actuarial gains/(losses) 4 (11)Employer contributions 7 5Employee contributions 1 2Benefits paid out of the plan assets (2) (2)Foreign exchange differences 1 (8)Balance at 31 December 66 522009€m2008€mPlan assets arecomprised as follows:Equity instruments 44 34Debt instruments 18 13Property 2 2Other 2 3Fair value of any plan assets 66 522009€m2008€mThe actual return on plan assets was€ 7 million (2008: € (8) million).Expected contributions to post-employmentbenefit plans for the year ending31 December 2010 are € 5 million.The amounts recognisedin the income statementare as follows:Current service cost 6 7Settlements and curtailments (1) (1)Total included in employee benefits expenses (see note 6.2.1.) 5 62009€m2008€m2009€m2008€mInterest cost 8 7Expected return on plan assets (3) (3)Total included in net interest expense (see note 6.4.) 5 4The cumulated amount of the actuariallosses recognised in equity at 31 December 2009is € (8) million (2008: € (1) million).RTL GroupAnnual Report 2009150

Notes to the consolidated financial statementsThe principal actuarialassumptions used wereas follows:2009% a year2008% a yearDiscount rate 5.30 – 5.90 5.70 – 6.00Expected return on plan assets 3.50 – 5.90 3.50 – 6.80Long-term inflation rate 1.80 – 3.50 1.80 – 2.90Future salary increases 2.25 – 5.00 2.50 – 4.50Future pension increases 1.80 – 3.35 1.90 – 2.857. 15.Equity7. 15. 1.Share capitalAt 31 December 2009, the subscribed capitalamounts to € 192 million (2008: € 192 million) and isrepresented by 154,787,554 (2008: 154,787,554)fully paid-up ordinary shares, without nominal value.All shares have the same rights and entitlements.7. 15. 2.Treasury sharesThe reserve for the Company’s own shares comprisesthe cost of the Company’s shares held by theGroup. At 31 December 2009, the Group holds1,168,701 own shares (2008: 1,168,701) at a costof € 44 million (2008: € 44 million).7. 15. 3.Currency translation reserveThe currency translation reserve comprises all foreignexchange differences arising from the translation ofthe financial statements of foreign operation, reserveson associates for foreign exchange translation differencesand cash flow hedging, as well as loans designatedto form part of the Group’s net investment inspecific undertakings as repayment of those loans isnot anticipated within the foreseeable future.7. 15. 4.Hedging reserveThe hedging reserve (equity attributable to minorityinterest included) comprises the effective portion ofthe cumulative net change in the fair value of cashflow hedging instruments related to hedged transactionsthat have not yet occurred.Between 31 December 2008 and 31 December2009, the hedging reserve decreased by € (16) millionbefore tax effect. This consists of:■ Decrease by € (1) million due to foreign exchangecontracts which existed at 2008 year endand which are still hedging off-balance sheetcommitments at 31 December 2009;■ Decrease by € (9) million due to foreign exchangecontracts which existed at 2008 year endbut which have been released in 2009 from thehedging reserve to income statement;■ Decrease by € (6) million due to foreignexchange contracts hedging new off-balancesheet commitments.Between 31 December 2007 and 31 December2008, the hedging reserve increased by € 76 millionbefore tax effect. This reflected:■ Increase by € 27 million due to foreign exchangecontracts which existed at 2007 year endand which were still hedging off-balance sheetcommitments at 31 December 2008;■ Increase by € 28 million due to foreign exchangecontracts which existed at 2007 year endbut which were released in 2008 fromthe hedging reserve to income statement;■ Increase by € 21 million due to foreignexchange contracts hedging new off-balancesheet commitments.7. 15. 5.Revaluation reserveThe revaluation reserve includes:■ The cumulative net change in the fair value ofavailable-for-sale investments (see note 7.5.) untilthe investment is derecognised or impaired for€ 43 million (2008: € 28 million);■ The cumulative increase in the fair value ofthe intangible assets and property, plant andequipment following the gains of control ofGroupe M6 and M-RTL (see note 5.2.), andthe acquisition of associates achieved instages (2009: € 54 million; 2008: € 51 million).7. 15. 6.DividendsAt the Annual General Meeting of RTL Group SA on21 April 2010, a dividend in respect of 2009 of € 3.5per share is to be proposed. These financial statementsdo not reflect the final proposed dividend payable,which will be accounted for as an appropriationof retained earnings in 2010. The dividends inrespect of 2008 amounted to € 3.5 per share (ofwhich an extraordinary dividend of € 2.1 per share)or € 541 million.RTL Group’s dividend policy is to distribute at leastan ordinary dividend of between 35 and 50 per centof the ordinary earnings.RTL GroupAnnual Report 2009151

Notes to the consolidated financial statements7. 15. 7.Share optionsRTL Group Share Option PlanOn 25 July 2000, the Group established a share optionprogramme for certain directors and employees.EligibilityAll participants in the Stock Option Plan (“SOP”) mustbe employed by RTL Group or one of its subsidiariesat the time of granting the options under the SOP.GrantThe number of options granted to a participantunder the SOP is at the discretion of the CompensationCommittee, being the Board of Directors of theCompany or a duly constituted committee thereof,established, among other things, for the purposeof operating the SOP. Participants may renounceoptions granted to them. Participants will not berequired to pay any sum in respect of the grant ofany options to them under the SOP.Scheme limitsThe number of ordinary shares, which may be placedunder option under the SOP in any year, may not bemore than a half per cent of the Company’s issuedordinary share capital.Exercise priceThe exercise price to be paid by a participant in orderto exercise options which are granted under the SOPwill be the average closing middle market price ofshares in the Company on the Brussels StockExchange over 20 dealing days preceding the dateof grant or such other, higher or lower, amount asdetermined by the compensation committee.ExerciseOptions will normally be exercisable as to one thirdon each of the second, third and fourth anniversariesof the date of grant or in accordance with such othervesting schedule as determined by the compensationcommittee. Options must normally be exercisedbefore the expiry of ten years from the date of grantor such shorter period as determined by the compensationcommittee. Options may be exercisedearlier in the event of death.Share optionsoutstanding(in thousands) at theend of the year havethe following terms:Expiry dateExercise price€Number ofoptions2009Number ofoptions2008August 2010 120.00 6 6December 2010 85.24 118 123May 2011 85.24 1 1125 130Movements in thenumber of share optionsare as follows:In thousands of optionsAverageexercise pricein € per share 2009Averageexercise pricein € per share 2008Options outstanding at the beginning of the year 87 130 87 139Options expired/cancelled during the year 85 (5) 85 (9)Options outstanding at the end of the year 87 125 87 130The market price of RTL Group shares on theBrussels Stock Exchange was € 47.0 at31 December 2009 (€ 42.5 at 31 December 2008).RTL GroupAnnual Report 2009152

Notes to the consolidated financial statementsGroupe M6 Share Option PlanGroupe M6 has established employee share optionplans open to directors and certain employees withinthe group. The number of options granted to participantsis approved by the Supervisory Board ofMétropole Télévision SA in accordance with the authorisationgiven by the General Meeting of Shareholders.The terms and conditionsof the grants are asfollows, whereby alloptions are settled byphysical delivery ofshares:(1) Contractual life of optionscorresponds to the vesting period(i.e. four years) plus three years(which represents the time frameduring which the options can beexercised)(*) The maximum number of freeshares granted if the performanceconditions are significantlyexceeded would amount to456,705. This figure couldbe reduced to nil if objectivesare not metShare options plansFree shares plansGrant dateNumber ofoptions initiallygranted(in thousands)Remainingoptions(in thousands)Vesting conditionsContractual lifeof options(1)06 – 2002 710.50 – 4 years of service 7 years07 – 2003 713.50 421.00 4 years of service 7 years11 – 2003 20.00 20.00 4 years of service 7 years04 – 2004 861.50 527.00 4 years of service 7 years06 – 2005 635.50 421.50 4 years of service 7 years06 – 2006 736.75 504.25 4 years of service 7 years05 – 2007 827.50 651.50 4 years of service 7 years05 – 2008 883.83 793.73 4 years of service 7 years05 – 2007 (*) 188.30 –05 – 2008 (*) 280.72 200.7607 – 2009 (*) 346.70 344.2012 – 2009 (*) 45.65 45.65Total 6,250.45 3,929.592 years of service +performance conditions2 years of service +performance conditions2 years of service +performance conditions2 years of service +performance conditionsThe price to be paid to exercise each of the remainingoptions is the average value of shares in MétropoleTélévision on the Paris Stock Exchange over the20 trading days preceding the date of grant withthe exception of the management free share allocationplan.Movements in thenumber of share optionsare as follows:In thousands of optionsAverageexercise pricein € per share 2009Averageexercise pricein € per share 2008Options outstanding at the beginning of the year 23 4,083 25 3,791Options issued during the year – – 25 884Options exercised during the year – – – –Options expired during the year 25 (744) 28 (592)Options outstanding at the end of the year 22 3,339 23 4,083Approximately 591,000 free shares are still exercisableat the end of the year against 448,000 at thebeginning of the year. 393,000 free shares weregranted during the year, with 112,000 being exercisedand 138,000 being forfeited.RTL GroupAnnual Report 2009153

Notes to the consolidated financial statementsShares optionsoutstanding(in thousands) atthe end of the yearhave thefollowing terms:Share options plansExpiry dateExercisepricein €Numberof options2009Numberof options20082009 28.06 – 3932010 22.53 441 4772011 24.97 527 5672012 19.94 421 4592013 24.60 504 5842014 27.52 652 7322015 14.73 794 8713,339 4,083Free shares plans2009 – 1712010 201 2772011 390 –591 448Total 3,930 4,531Out of which exercisable 1,943 1,401The market price of Métropole Télévision shares onthe Paris Stock Exchange was € 17.97 at 31 December2009 (€ 13.85 at 31 December 2008).The fair value of services received in return for shareoptions granted is measured by reference to the fairvalue of the share options granted. The estimate offair value of the services received is measured basedon a binomial model. Free shares are valued at theshare price at the date they are granted less the discounteddividends that employees cannot receiveduring the vesting period.Grant dateShare pricein €Strike pricein €Volatility%Risk-freeinterest rate% a yearExpectedreturn% a yearLiquiditydiscount% a year Option lifeEmployee expense2009 2008€m€mShare options plans:28 / 04 / 2004 24.97 24.97 52.3 3.32 4.34 15 6 years – (0.8)02 / 06 / 2005 20.17 19.94 41.8 3.24 5.24 15 6 years 0.2 0.406 / 06 / 2006 24.63 24.60 43.1 4.02 3.81 15 6 years 0.9 1.102 / 05 / 2007 26.55 27.52 37.8 4.40 3.99 15 6 years 1.3 1.306 / 05 / 2008 15.22 14.73 40.0 4.39 6.30 15 6 years 0.7 0.43.1 2.4Free shares plans:06 / 06 / 2006 24.63 n.a. n.a. 4.02 3.81 – 2 years – 1.702 / 05 / 2007 26.55 n.a. n.a. 4.40 3.99 15 2 years (0.6) 1.706 / 05 / 2008 15.22 n.a. n.a. 4.39 6.30 15 2 years 1.4 1.128 / 07 / 2009 13.00 n.a. n.a. 2.49 4.90 15 2 years 0.8 –23 / 12 / 2009 18.02 n.a. n.a. 1.42 4.01 15 2 years – –1.6 4.5Total 4.7 6.9RTL GroupAnnual Report 2009154

Notes to the consolidated financial statements7. 15. 8.Transactions on minority interestThese transactions mainly relate to:2009■ M-RTL: see note 5.2.;■ The non-controlling shareholders of Alpha MediaGroup have subscribed for € 7 million to capitalincreases and indirectly benefited from capitalincreases unilaterally subscribed by RTL Group;■ Groupe M6 has acquired in 2009 own shares forits free share allocation plan and in respect of theliquidity contract.2008■ RTL Group granted in 2008 put options to the managementof a new business. As the put optionmechanism is based on a variable component, theput option has been recognised as a liability with acorresponding entry through equity attributable toRTL Group shareholders. The derecognition of minorityinterest was treated as equity transaction(see note 1.3.1.);■ Groupe M6 continued in 2008 to buy back sharesin accordance with the share buyback programmedecided in 2007. Groupe M6 also acquired in 2008own shares for its free share allocation plan. For theperiod ended 31 December 2009, 0.98 millionshares were acquired by Groupe M6, of which 0.48million were acquired from Bayard d’Antin SA. Therelated outflows amount to € 18 million.7. 15. 9.Derivatives on equity instrumentsDerivative instruments relate to forward transactionsby Groupe M6 on M6 shares.RTL GroupAnnual Report 2009155

Notes to the consolidated financial statements8. COMMITMENTS AND CONTINGENCIES2009€m2008€mGuarantees and endorsements given 48 40Contracts for purchasing rights, (co-)productions and programmes 2,188 2,186Operating leases 595 559Purchase obligations in respect of transmission and distribution 255 270Other long-term contracts and commitments 308 276The Group has investments in unlimited liability entities.In the event these entities make losses, theGroup may have to participate to the entire amount oflosses, even if these entities are not wholly owned.8. 1.Guarantees and endorsements givenThe guarantees corresponding to contingent obligationsgranted by the Group acting as executiveproducer to third parties paying cash advances arepresented independently from the entire or partialrecognition in the statement of financial position ofthe related underlying assets and liabilities. Theseobligations would have the effect of increasing thelevel of loss to be supported by the Group in the casethat the productions would not be delivered.8. 2.Operating leasesNon-cancellableoperating lease rentalsare as follows:Lease paymentUnder1 year€m1 – 5years€m2009 2008Over5 years€mTotal€mUnder1 year€m1 – 5years€mOver5 years€mLeasing of satellite transponders 31 80 25 136 16 50 12 78Other operating leases 82 173 204 459 77 193 211 481113 253 229 595 93 243 223 559Total€m“Other operating leases” mainly relates to the rental ofoffices, buildings and equipment in Germany, Franceand the United Kingdom.One of the leased properties has been sublet by theGroup. The head lease and sublease expire in September2011. Sublease payments of € 3 million areexpected to be received during the following financialyear.8. 3.Purchase obligations in respect of transmissionand distributionThese obligations result from agreements with providersof services related to the terrestrial and cabletransmission and distribution of the analogue anddigital signals of the RTL Group TV channels and radiostations.8. 4.Other long-term contracts and commitmentsThe Group has “Other long-term contracts and commitments”amounting to € 308 million at 31 December2009 (2008: € 276 million).Long-term contracts include contracts for services,agreements to purchase assets or goods and commitmentsto acquire licences other than audiovisualrights and television programming that are enforceableand legally binding and that specify all significantterms. Other commitments relate to sale and leaseback transactions in respect of FremantleMedia.FremantleMedia has arrangements for a remainingperiod of eight years in relation to sale and lease backtransactions for an amount of € 72 million (2008: € 78million). Under these arrangements, FremantleMediahas sold programme rights to a special purposevehicle and simultaneously leased back the assetsunder a finance lease arrangement. The cash receivedis placed in a “restricted bank account” at anA-rated bank in order to satisfy the lease paymentsand is not considered as an asset in accordance withSIC 27. Income received by FremantleMedia wasrecognised in the income statement when enteringinto these arrangements.In the context of the Radio 538 and RTL Nederlanddeal, RTL Group and Talpa Media Holding agreed toan earn-out mechanism.8. 5.Licence agreementIn the course of their activities, several Group companiesbenefit from licence frequency agreementswhich commit the Group in various ways dependingupon the legal regulation in force in the countriesconcerned.RTL GroupAnnual Report 2009156

Notes to the consolidated financial statements9. related PartiesIdentity of related partiesAt 31 December 2009, the principal shareholder ofthe Group is Bertelsmann Capital Holding GmbH(“BCH”) (91 per cent). The remainder of the Group’sshares are publicly listed on the Brussels and Luxembourgstock exchanges. The Group also has a relatedparty relationship with its associates, joint venturesand with its directors and executive officers.9. 1.Transactions with shareholdersSales and purchases of goods and servicesDuring the year the Group made sales of goodsand services, purchases of goods and services toBertelsmann Group amounting to € 10 million (2008:€ 21 million) and € 22 million (2008: € 51 million), respectively.At the year-end, the Group had trade accountsreceivable and payable due from/to BertelsmannGroup amounting to € 4 million (2008: € 4 million) and€ 5 million (2008: € 4 million), respectively.Deposits Bertelsmann AGWith the view to invest its cash surplus, RTL Group SAhas entered in 2006 with Bertelsmann AG into a DepositAgreement, the main terms of which are:■ Interest rates are based on an overnight basison EONIA plus 10 basis points; or on a one tothree-month basis, EURIBOR plus 10 basis points;■ Bertelsmann AG grants to RTL Group assecurity for all payments due by Bertelsmann AGa pledge on:■ All shares of its wholly owned Frenchsubsidiary Média Communication SAS;■ All shares of its wholly owned Spanishsubsidiary Media Finance Holding SL;■ All its interests in the German limited liabilitypartnership Gruner + Jahr AG Co. KG(73.4 per cent stake);■ All shares of its wholly owned Englishsubsidiary Bertelsmann UK Ltd.The interests in Gruner + Jahr AG Co. KG and sharesof Bertelsmann UK Ltd have also been granted aspledge by Bertelsmann AG to CLT-UFA SA, a subsidiaryof RTL Group, in connection with the accountsreceivable related to PLP and Compensationagreements as defined below.The total amount of the deposit and the accounts receivablereferred to above does not exceed 60 percent of the fair value of the assets pledged, which isrevalued on a regular basis.At 31 December 2009, the amount depositedamounts to € 89 million (2008: € 24 million) on anovernight basis and € 450 million (2008: € 575 million)on a three-month basis. The interest income for theyear amounts to € 7 million (2008: € 23 million).RTL Group SA has additionally entered into a TreasuryAgreement in North America with BertelsmannInc. Interest rates are based on US Libor plus 10 basispoints. At 31 December 2009, the amount depositedamounts to € 3 million (2008: € nil). The interestincome for the year amounts to € nil (2008: € nil).TaxOn 26 June 2008, the Board of Directors ofRTL Group agreed to proceed with the tax poolingof its indirect subsidiary RTL Group DeutschlandGmbH (“RGD”) into BCH, a direct subsidiary ofBertelsmann AG.To that effect, RGD entered into a Profit and LossPooling Agreement (“PLP Agreement”) with BCH fora six-year period starting 1 January 2008. Simultaneously,Bertelsmann AG entered into a CompensationAgreement with CLT-UFA, a direct subsidiary ofRTL Group, providing for the payment to CLT-UFA ofan amount compensating the above profit transferand an additional commission (“Commission”)amounting to 50 per cent of the tax saving based onthe taxable profit of RGD.Through these agreements, as from 1 January 2008,Bertelsmann AG and the RGD sub-group ofRTL Group are treated as a single entity for Germanincome tax purposes.As the PLP Agreement does not give any authorityto BCH to instruct or control RGD, it affects neitherRTL Group nor RGD’s ability to manage their business,including their responsibility to optimise theirtax structures as they deem fit. After six years, bothPLP and Compensation Agreements are renewableon a yearly basis. RGD and CLT-UFA have the rightto request the early termination of the PLP and CompensationAgreements under certain conditions.In the absence of specific guidance in IFRS,RTL Group has elected to recognise current incometaxes related to the RGD sub-group based on theamounts payable to Bertelsmann AG and BCH as aresult of the PLP and Compensation agreements describedabove. Deferred income taxes continue to berecognised, based on the enacted tax rate, in theconsolidated financial statements based on theamounts expected to be settled by the Group in thefuture. The Commission, being economically andcontractually closely related to the Compensation, isaccounted for as a reduction of the tax due under theAgreements.At 31 December 2009, the balance payable to BCHamounts to € 368 million (2008: € 298 million) and thebalance receivable from Bertelsmann AG amounts to€ 323 million (2008: € 237 million).RTL GroupAnnual Report 2009157

Notes to the consolidated financial statementsFor the year ended 31 December 2009, the Germanincome tax in relation to the tax pooling withBertelsmann AG amounts to € 96 million (2008: € 126million). The Commission amounts to € 45 million(2008: € 61 million).The UK Group relief of Five Group and FremantleMediaGroup to Bertelsmann Group resulted in a tax incomeof € 9 million (2008: € 7 million).9. 2.Transactions with associatesand joint venturesThe following transactions were carried outwith associates and joint ventures:2009€mSales and purchases to and from associates andjoint ventures were carried out on commercial termsand conditions and at market prices.Year-end balances arising from salesand purchases of goods and services areas follows:2008€mSales of goods and services to:Associates 48 65Joint ventures 22 2170 86Purchase of goods and services from:Associates 8 8Joint ventures 10 1118 199. 3.Transactions with key management personnelIn addition to their salaries, the Group also providesnon-cash benefits to its key management personnel(members of the Executive Committee), and contributesto a post-employment defined benefit plan onits behalf.The key management personnel compensation is asfollows:2009€m2008€mShort-term benefits and terminationbenefits 4.2 4.4Post-employment benefits 0.1 –4.3 4.4The aggregate number of share options expiring in2010 and granted to key management personnel ofthe Company during 2009 and 2008 was € nil. Theoutstanding number of share options granted to directorsand executive officers of the Company at theend of the year was 11,500 (2008: 11,500).9. 4.Directors’ feesIn 2009, a total of € 0.5 million (2008: € 0.5 million)was allocated in the form of attendance fees to thenon-executive members of the Board of Directorsof RTL Group SA, and the committees that emanatefrom it, with respect to their functions withinRTL Group SA as well as other Group companies.2009€m2008€mAccounts receivable from:Associates 28 19Joint ventures 4 432 23Accounts payable to:Associates 1 2Joint ventures – 11 3RTL GroupAnnual Report 2009158

Notes to the consolidated financial statements10. interests in joint venturesThe main joint venturesare as follows:Country ofincorporationConsolidation ratein %2009 2008TCM Droits Audiovisuels SNC France 50.00 50.00RTL Disney Fernsehen GmbH & Co. KG Germany 50.00 50.00Included in the consolidated financial statements arethe following items that represent the Group’s interestsin the assets and liabilities, income and expensesof the joint ventures:2009€m2008€mNon-current assets 9 11Current assets 45 50Non-current liabilities (4) (5)Current liabilities (30) (31)Net assets 20 252009€m2008€mIncome 87 95Expenses (68) (72)Included in the consolidated financial statements arethe following items that represent the Group’s interestsin the commitments of the joint ventures:2009€m2008€mContracts for purchasing rights, (co-)productions and programmes 3 5Operating leases 3 3Other long-term contracts and commitments 8 711. EVENTS AFTER THE REPORTING PERIODOn 1 January 2010, FremantleMedia entered into anew lease agreement for a 15-year period for its currentpremises in London representing a commitmentof GBP 100 million (€ 112 million) and an actual valueof GBP 33 million (€ 37 million) applying a discountrate of 5.4 per cent.On 1 February 2010, M6 announced in accordancewith the timing of the agreement concluded on4 January 2007, the exercise of the put option to disposeof its stake of 5.1 per cent in Canal Plus Franceto Vivendi. This led to the payment of the minimumguaranteed amount of € 384 million by Vivendi on22 February 2010.RTL GroupAnnual Report 2009159

Notes to the consolidated financial statements12. Group undertakingsNoteGroup’sownership2009CoN solidatedmethod(1) NoteGroup’sownership2008CoN solidatedmethod(1) Broadcasting TV NoteGroup’sownership2009CoN solidatedmethod(1) NoteGroup’sownership2008CoN solidatedmethod(1)Luxembourg*RTL Group SA M Maustria*IPA Plus (Österreich) Verm. fürFernsehwerbung GmbH 49.8 F 49.8 FBelgium*Home Shopping Service Belgique SA (2) 57.2 F (2) 48.5 FRTL Belgium SA (former TVI SA) 65.8 F 65.8 FSociété Européenne de TéléventeBelgique GIE (2) 48.5 F (2) 48.5 FUnité 15 Belgique SA (2) 48.5 F (2) 48.5 FCroatia*RTL Hrvatska d.o.o.(former RTL Croatia d.o.o.) 73.8 F 73.8 FCyprus*Alpha Media Group Limited (24) 69.7 F (24) 66.4 Ffrance*33 FM SAS (2) 46.1 F (2) 41.2 FA ton service SAS (former M6 operation) (2) – NC (2) 16.5 EC. Productions SA (2) 48.5 F (2) 48.5 FCitato Sàrl (2) 48.5 F (2) 48.5 FClub Téléachat SNC (2) 48.5 F (2) 48.5 FDIEM 2 SA (2) 48.5 F (2) 48.5 FEcho6 SAS (2) 24.3 P (2) 24.3 PEdit TV/ W9 SNC (2) 48.5 F (2) 48.5 FFemmes en ville SAS (2) 48.5 F (2) 48.5 FFootball Club des Girondinsde Bordeaux SASP (2) 48.4 F (2) 48.4 FFUN TV SNC (2) 48.5 F (2) 48.5 FGirondins Expressions SASU (2) 48.5 F (2) 48.5 FGirondins Horizons SASU (2) 48.5 F (2) 48.5 FGroupement JV Sàrl (21) – NC (2) 23.8 EHome Shopping Service SA (2) 48.5 F (2) 48.5 FHugo Films SAS (2) 48.5 F (2) 48.5 FImmobilière 46D SAS (2) 48.5 F (2) 48.5 FImmobilière M6 SA (2) 48.5 F (2) 48.5 FLa boîte à News Sàrl (2) 24.3 F (2) 24.3 FLive Stage SAS (2) 48.0 F (2) 48.0 FM6 Bordeaux SAS (2) 48.5 F (2) 48.5 FM6 Communication SAS (2) 48.5 F (2) 48.5 FM6 Créations SAS (2) 48.5 F (2) 48.5 FM6 Développement SAS (2) 48.5 F (2) 48.5 FM6 Diffusions SA (2) 48.5 F (2) 48.5 FM6 Divertissement SAS (2) 48.5 F (2) 48.5 FM6 Editions SA (2) 48.5 F (2) 48.5 FM6 Evénements SA (2) 48.5 F (2) 48.5 FM6 Films SA (2) 48.5 F (2) 48.5 FM6 Foot SAS (2) 48.5 F (2) 48.5 FM6 Interactions SAS (2) 48.5 F (2) 48.5 FRTL GroupAnnual Report 2009160

Notes to the consolidated financial statementsBroadcasting TVNoteGroup’sownership2009CoN solidatedmethod(1) NoteGroup’sownership2008CoN solidatedmethod(1) Broadcasting TV NoteGroup’sownership2009CoN solidatedmethod(1) NoteGroup’sownership2008CoN solidatedmethod(1)Germany*M6 Numérique SAS (2) 48.5 F (2) 48.5 FM6 Publicité SASU (2) 48.5 F (2) 48.5 FM6 Récréative SAS (2) 48.5 F (2) 48.5 FM6 Studio SAS (2) 48.5 F (2) 48.5 FM6 Thématique SA (2) 48.5 F (2) 48.5 FM6 Toulouse SAS (2) 48.5 F (2) 48.5 FM6 Web SAS (2) 48.5 F (2) 48.5 FMandarin Films SAS (20) – NC (2) 48.5 FMandarin SAS (2) 48.5 F (2) 48.5 FMétropole Production SA (2) 48.5 F (2) 48.5 FMétropole Télévision SA (2) 48.5 F (2) 48.5 FMistergooddeal SA (2) 48.5 F (2) 48.5 FPages Jaunes Petites Annonces SA (21) – NC (2) 16.5 EParis Première SA (2) 48.5 F (2) 48.5 FRetail concept SAS (former M6 création) (20) – NC (2) 48.5 FSCI du 107 (2) 48.5 F (2) 48.5 FSEDI TV SA (2) 48.5 F (2) 48.5 FSérie Club SA (2) 24.3 P (2) 24.3 PSociété Nouvelle de Cinématographie SAS (2) 48.5 F (2) 48.5 FSociété Nouvelle de Distribution SA (2) 48.5 F (2) 48.5 FStudio 89 Productions SAS (2) 48.5 F (2) 48.5 FTCM Droits Audiovisuels SNC (2) 24.3 P (2) 24.3 PTélévente Promotion SA (2) 48.5 F (2) 48.5 FTF6 Gestion SA (2) 24.3 P (2) 24.3 PTF6 SCS (2) 24.3 P (2) 24.3 PTyredating SAS (2) 15.9 E (2) 15.8 EUnité 15 France SA (2) 48.5 F (2) 48.5 FCBC Cologne Broadcasting Center GmbH 99.7 F 99.7 FClipfish GmbH & Co. KG 99.7 F 99.7 FEl Cartel Media GmbH & Co. KG 35.8 E 35.8 EGute Zeiten – Schlechte ZeitenVermarktungsgesellschaft mbH 99.7 F 99.7 FI2I Musikproduktions- undMusikverlagsgesellschaft mbH 99.7 F 99.7 FInfonetwork GmbH 99.7 F 99.7 FIP Deutschland GmbH 99.7 F 99.7 FMediascore Gesellschaft für Medienund Kommunikationsforschung mbH 75.0 F 75.0 FNorddeich TVProduktionsgesellschaft mbH 74.8 F 74.8 Fn-tv Nachrichtenfernsehen GmbH 99.7 F 99.7 Fn-tv Services GmbH (20) NC 99.7 FPassion GmbH 99.7 F 99.7 FRTL Creation GmbH 99.7 F 99.7 FRTL Disney Fernsehen GmbH & Co. KG 49.8 P 49.8 PRTL Games GmbH(former Alpha Online GmbH) (20) – NC 99.7 FRTL Group CLT Cable and Satellite GmbH(former CLT Vermögensverwaltungs GmbH) 99.7 F 99.7 FRTL Group DeutschlandMarkenverwaltungs GmbH 99.7 F 99.7 FRTL Hessen GmbH 99.7 F 99.7 FRTL Hessen Programmfenster GmbH(former RTL Hessen GmbH) 59.8 F 59.8 FRTL Interactive GmbH (20) – NC 99.7 FRTL Interactive GmbH(former RTL Enterprises GmbH) 99.7 F 99.7 FRTL Nord GmbH 99.7 F 99.7 FRTL Television GmbH 99.7 F 99.7 FRTL 2 Fernsehen Geschäftsführung GmbH 35.8 E 35.8 ERTL 2 Fernsehen GmbH & Co. KG 35.8 E 35.8 ES4M Solutions For Media GmbH 19.8 E 19.8 ETele West Rheinisch-WestfälischeFernsehgesellschaft mbH & Co. KG 99.7 F 99.7 FTraumpartner TV GmbH (20) – NC 99.7 FUniversum Film GmbH 99.7 F 99.7 FVG Media Gesellschaft zur Verwertung derUrheber und Leistungsschutzrechte mbH 49.8 E 49.8 EVox Holding GmbH 99.7 F 99.7 FVox Television GmbH(former Vox Film & Fernseh GmbH & Co. KG) 99.4 F 99.4 FWer-Kennt-Wen de GmbH 99.7 F – NCWKW Ltd (20) – NC – FRTL GroupAnnual Report 2009161

Notes to the consolidated financial statementsBroadcasting TVNoteGroup’sownership2009CoN solidatedmethod(1) NoteGroup’sownership2008CoN solidatedmethod(1) Broadcasting TV NoteGroup’sownership2009CoN solidatedmethod(1) NoteGroup’sownership2008CoN solidatedmethod(1)greece*Alpha Doryforiki Tileorasi SA (24) 69.7 F (24) 66.4 FKosmoradiotileoptiki SA (21) – NC (24) 66.4 Fhungary*Home Shopping Service Hongrie SA (2) 48.5 F (2) 48.5 FKlub Publishing Kiado Kft (6) 48.8** F (6) 48.8 EMagyar RTL Televízió Zártkörûen MükõdõRészvénytársaság (6) 48.8** F (6) 48.8 ENetPiac Szamitastechnikaies Kereskedelmi Kft (6) 48.8** F (6) 48.8 ER-Time Kft (6) 48.8** F (6) 48.8 E** RTL Group has acquired an 18 per cent non-voting stake, therebyincreasing its economic interest to 67 per cent (full consolidation from 1 April 2009).The 49 per cent voting rights remain unchanged.Luxembourg*Broadcasting Center Europe SA 99.7 F 99.7 FContent Union SA (23) 49.8 E (23) 49.8 EFilmlux SA (20) – NC (20) 99.7 FRTL 9 SA 34.9 E 34.9 ERTL 9 SA & Cie SECS 34.8 E 34.8 ENetherlands*RTL Nederland Broadcast Operation BV(former Broadcasting Center Nederland BV) 73.4 F 73.4 FRTL Nederland BV 73.4 F 73.4 FRTL Nederland Holding BV 73.4 F 73.4 FRTL Nederland Interactief BV(former RTL iMedia Holding BV) 73.4 F 73.4 FrussiaN Federation*LLC 21 TV (22) 30.0 E (22) 30.0 EOOO Aksept (22) 29.9 E (22) 29.9 EOOO AstrahanskayaTeleradioveschatelnaya Kompanya (22) 27.0 E (22) 27.0 EOOO Content Plus (23) 49.8 E (23) 49.8 EOOO Content Union Cinema (23) 49.8 E (23) 49.8 EOOO Content Union Distribution (23) 49.8 E (23) 49.8 EOOO Content Union Entertainment (23) 49.8 E (23) 49.8 EOOO Content Union Junior (23) 49.8 E (23) 49.8 EOOO Content Union Production (20) – NC (23) 49.8 EOOO Content Union Zoo (23) 49.8 E (23) 49.8 EOOO Efir (22) 30.0 E (22) 30.0 EOOO Ekspert Telemarket (22) 30.0 E (22) 30.0 EOOO Media Holding Ren TV (22) 29.9 E (22) 29.9 EOOO Nezavisimoe TV Balakovo (22) 15.0 E (22) 15.0 EOOO NPP Spectre (22) 15.3 E (22) 15.3 EOOO NT Angarsk (22) 15.3 E (22) 15.3 EOOO Ren TV Bryansk (22) 17.6 E (22) 17.6 EOOO RTL Russland 99.7 F 99.7 FOOO Servincom Plus (23) 49.8 E (23) 49.8 EOOO Teleradiokompanya Sintez TV (22) 30.0 E (22) 30.0 EOOO Uralskoe Radio (22) 30.0 E (22) 30.0 EOOO Zelenity Lug – KMV (22) 30.0 E (22) 30.0 ETVV Telekom (22) 30.0 E (22) 30.0 EZAO ACB Prestige Television Kompanya (22) 29.9 E (22) 29.9 EZAO Nezavisimoe Saratovskoe Televidinie (22) 30.0 E (22) 30.0 EZAO Ren TV Television Kompanya (22) 30.0 E (22) 30.0 EZAO Telecom-Azov (22) 22.5 E (22) 22.5 EZAO Telecompanya August (22) 30.0 E (22) 30.0 EZAO Telestantsiay Seti NN (22) 14.7 E (22) 14.7 EZAO TRK Efir (22) 30.0 E (22) 30.0 EZAO TRK Moloday Kultura Sibiri Plus (22) 30.0 E (22) 30.0 Espain*Antena 3 Canarias SLU (former UniprexTelevision Digital Terrestre Canarias SLU) (7) 15,9 E (7) 15,7 EAntena 3 de Television SA (7) 21.5 E (7) 21.2 EAntena 3 Directo SAU (7) 21.5 E (7) 21.2 EAntena 3 Eventos SLU (7) 21.5 E (7) 21.2 EAntena 3 Films SLU(former Ensueno Films SL) (7) 21,5 E (7) 21,2 EAntena 3 Multimedia SLU (7) 21.5 E (7) 21.2 EAntena 3 TDT De Canarias SA (7) 21.5 E (7) 21.2 EAntena 3 Tematica SAU (21) – NC (7) 21.2 EAntena 3 TV de Colombia SA (7) 11.8 E (7) 11.6 EAntena de Radiodifusion SAU (formerCadena de Voz de Radio Difusion SA) (7) 21.5 E (7) 21.2 EAtres Advertising SLU (7) 21.5 E (7) 21.2 ECanal 3 Televisión SA (7) 5.2 E (7) 5.1 ECanal Media Radio Galicia SLU (7) 21.5 E (7) 21.2 ECanal Media Radio SAU (7) 21.5 E (7) 21.2 ECanal Radio Baleares SL (7) 21.5 E (7) – NCCanal Radio Castilla y Leon SLU (7) 21.5 E (7) 21.2 ECanal Radio Madrid SL (7) 21.5 E (7) – NCCanal Radio Valencia SLU (7) 21.5 E (7) 21.2 ECompania Tres Mil Ochocientas SLU (20) – NC (7) 21.2 ECorporacion Radiofonica Castilla Leon SAU (7) 21.5 E (7) 21.2 ECorporacion RadiofonicaRegion de Murcia SA (21) – NC (7) 10.6 EEnsueno Films SLU (7) 21.5 E (7) 21.2 EEstaciones Radiofonicas de Aragon SAU (7) 21.5 E (7) 21.2 ERTL GroupAnnual Report 2009162

Notes to the consolidated financial statementsBroadcasting TVNoteGroup’sownership2009CoN solidatedmethod(1) NoteGroup’sownership2008CoN solidatedmethod(1) content NoteGroup’sownership2009CoN solidatedmethod(1) NoteGroup’sownership2008CoN solidatedmethod(1)Grupo Universal Emisorasde Radio Amanecer SAU (20) – NC (7) 21.2 EGuadiana Producciones SAU (7) 21.5 E (7) 21.2 EI3 Television SL (7) 10.8 E (7) 10.6 EIpar Onda SAU (7) 21.5 E (7) 21.2 ELa Veu de Lleida SLU (20) – NC (7) 21.2 EMedipress Valencia SAU (7) 21.5 E (7) 21.2 EMovierecord Cine SAU (7) 21.5 E (7) 21.2 EMusica Aparte SAU(former Antena 3 Editorial SA) (7) 21.5 E (7) 21.2 EOnda Cero SAU (7) 21.5 E (7) 21.2 EOndadit SLU (20) – NC (7) 21.2 EOrganizaciones DeportivasY Culturales De Unipublic SAU (7) 21.5 E (7) 21.2 EPublicidad 3 SAU (7) 21.5 E (7) 21.2 ERadio Alamedilla SAU (20) – NC (7) 21.2 ERadio Mega Aragon SL (7) 21.5 E – NCRadio Noticias Noventa SAU (7) 21.5 E (7) 21.2 ERadio Sistemas Radiofonicos Cinco SLU (7) 21.5 E (7) 21.2 ERadio Tormes SAU (20) – NC (7) 21.2 ERKOR RADIO SLU (7) 21.5 E (7) 21.2 ERTL Group Communications SLU (20) – NC 99.7 FUnion Iberica de Radio SAU (20) – NC (7) 21.2 EUniprex SAU (7) 21.5 E (7) 21.2 EUniprex Television Digital Catalana SLU (7) 21.5 E (7) 21.2 EUniprex Television DigitalTerrestre Andalusia SL (7) 21.5 E (7) 21.2 EUniprex Television DigitalTerrestre Canarias SLU (7) 15.9 E (7) 15.7 EUniprex Television SLU (7) 21.5 E (7) 21.2 EUniprex Valencia TV SLU (7) 21.5 E (7) 21.2 EUnipublic SA (7) 21.5 E (7) 21.2 EVNews Agencia de Noticias SL (7) 10.8 E (7) 10.6 EVSAT Compania de Producciones SL (21) – NC (7) 9.5 Eswitzerland*IP Multimedia (Schweiz) AG 22.9 E 22.9 EAntigua*Grundy International Operations Ltd 100.0 F 100.0 Faustralia*Christie Films Pty Ltd 49.0 P (11) 49.0 PForum 5 Pty Limited 100.0 F 100.0 FFremantle (AUS) Productions Pty Ltd (9) 100.0 F (9) 100.0 FFremantleMedia Australia Holdings Pty Ltd (15) 100.0 F (15) 100.0 FFremantleMedia Australia Pty Ltd(former Grundy Television Pty Ltd) (15) 100.0 F (15) 100.0 FGrundy Organization Pty Ltd (15) 100.0 F (15) 100.0 Fbelgium*Belga Films SA 65.8 F 65.8 FFremantle Productions Belgium NV 100.0 F 100.0 Fbrazil*FremantleMedia BrazilProduçâo de Televisâo Ltda 100.0 F 100.0 FCANADA*Ludia LLC 30.0 E NCcroatia*Fremantle Produkcija d.o.o. 100.0 F 100.0 FCyprus*Bluescreen Ltd 99.7 F 99.7 Fdenmark*Blu A/S 75.0 F 75.0 Ffinland*Fremantle Finland Oy 100.0 F 100.0 Fuk*5 Direct Ltd (3) 99.7 F (3) 99.7 FChannel 5 Broadcasting Ltd (3) 99.7 F (3) 99.7 FChannel 5 Engineering Services Ltd (3) 99.7 F (3) 99.7 FChannel 5 Interactive Ltd (3) 99.7 F (3) 99.7 FChannel 5 Music Ltd (3) 99.7 F (3) 99.7 FChannel 5 Television Group Ltd (3) 99.7 F (3) 99.7 FChannel 5 Text Ltd (3) 99.7 F (3) 99.7 FLemonline Media Ltd (20) – NC 99.7 FTop Up TV 1 Ltd (3) 99.7 F (3) 99.7 Fusa*SND USA Inc (2) 48.5 F (2) 48.5 FRTL GroupAnnual Report 2009163

Notes to the consolidated financial statementscontentNoteGroup’sownership2009CoN solidatedmethod(1) NoteGroup’sownership2008CoN solidatedmethod(1) content NoteGroup’sownership2009CoN solidatedmethod(1) NoteGroup’sownership2008CoN solidatedmethod(1)france*20h50 Television SAS 100.0 F 100.0 FBe Happy Productions SAS 100.0 F 100.0 FFremantle France SAS 100.0 F 100.0 FFremantleMedia Drama Productions SAS 100.0 F 100.0 FTV Presse Productions SAS 100.0 F 100.0 Fgreece*Fremantle Productions SA 100.0 F 100.0 FPlus Productions SA (24) 69.7 F (24) 66.4 FHOng Kong*Fremantle Productions Asia Ltd 100.0 F 100.0 Fgermany*Deutsche Synchron Filmgesellschaft mbH &Co. Karlheinz Brunnemann Produktions KG (8) 50.8 F (8) 50.8 FFremantle Licensing Germany GmbH(former Geo Film GmbH) 99.7 F 99.7 FGrundy Light Entertainment GmbH(former HDTV-Entert. Dressler GmbH) 100.0 F 100.0 FGrundy Light Entertainment/White Balance GmbH GBR 50.8 F 50.8 FGrundy UFA TV Produktions GmbH (4) 99.7 F (4) 99.7 FObjektiv Film GmbH (5) 99.7 F (5) 99.7 FPhöbus Film GmbH & Co. Produktions KG (8) 50.8 F (8) 50.8 FPhoenix Film Karlheinz Brunnemann GmbH& Co. Productions KG (8) 50.8 F (8) 50.8 FPhoenix Geschäftsführungs GmbH (8) 50.8 F (8) 50.8 FRTL Group Services GmbH(former CLT-UFA Multi Media GmbH) 99.7 F 99.7 FTeamworx Television & Film GmbH 99.7 F 99.7 FTrebitsch Produktion Holding GmbH (5) 99.7 F (5) 99.7 FTrebitsch ProduktionHolding GmbH & Co.KG (5) 99.7 F (5) 99.7 FUFA – Fernsehproduktion GmbH (4) 99.7 F (4) 99.7 FUFA – Filmproduktion GmbH (4) 99.7 F (4) 99.7 FUFA Cinema GmbH 99.7 F 99.7 FUFA Entertainment GmbH (4) 99.7 F (4) 99.7 FUFA Film- und Medienproduktion GmbH 100.0 F (17) 100.0 FUFA Film & TV Produktion GmbH (4) 99.7 F (4) 99.7 FUFA Film Finance GmbH (4) 99.7 F (4) 99.7 FUFA International Film &TV Produktions GmbH (4) 99.7 F (4) 99.7 FUFA Sports GmbH 99.7 F 99.7 Fhungary*Grundy Magyarorszag TV Musorg Kft 100.0 F 100.0 FMagyar Grundy UFA KFT 99.7 F 99.7 Findia*Fremantle India TV Productions Pvt Ltd 100.0 F 100.0 Findonesia*PT Dunia Visitama 100.0 F 100.0 Fitaly*Grundy Productions Italy Spa 100.0 F 100.0 Fjapan*FremantleMedia Japan KK 100.0 F 100.0 FLuxembourg*FremantleMedia SA(former RTL UK Holdings SA) 100.0 F 100.0 FHei Elei Film Productions SA(former IFP SA) 99.7 F 99.7 FMexico*Grundy Productions SA de CV 100.0 F 100.0 Fnetherlands*Blue Circle BV(former RTL 4 Productions BV) 100.0 F 100.0 FFremantleMedia (Netherlands) BV (14) 100.0 F (14) 100.0 FFremantleMedia Operations BV (14) 100.0 F (14) 100.0 FFremantleMedia Overseas Holdings BV 100.0 F 100.0 FGrundy Endemol Productions VOF 50.0 P (10) 50.0 PGrundy International Holdings (I) BV 100.0 F 100.0 FRTL Nederland Producties BV 73.4 F 73.4 FRTL GroupAnnual Report 2009164

Notes to the consolidated financial statementscontentNoteGroup’sownership2008CoN solidatedmethod(1) NoteGroup’sownership2007CoN solidatedmethod(1) content NoteGroup’sownership2009CoN solidatedmethod(1) NoteGroup’sownership2008CoN solidatedmethod(1)poland*FremantleMedia Polska Sp.Zo.o. 100.0 F 100.0 Fportugal*FremantleMedia Portugal SA(former Fremantle Producoes TV SA) 100.0 F 100.0 FRussia*Fremantle Productions LLC 100.0 F 100.0 Fsingapore*Fremantle Productions Asia Pte Ltd 100.0 F 100.0 FSLOVAKIA*UFA Slovakia s.r.o 65.8 F – NCspain*Fremantle de Espana SL (9) 95.0 F (9) 95.0 FGrundy Producciones SA 100.0 F 100.0 Fsweden*FremantleMedia Sverige AB 75.0 F 75.0 Fswitzerland*Grundy Schweiz AG 65.0 F 65.0 Fturkey*FremantleMedia TV Film Yapim 100.0 F 100.0 Fuk*Alomo Productions Ltd (20) – NC (16) 100.0 FArbie Production Ltd 50.0 P 50.0 PClement/La Fresnais Productions Ltd (20) – NC (16) 100.0 FEurowide Television Ltd(former Channel Three Ltd) (20) – NC (16) 100.0 FFremantle (UK) Productions Ltd 100.0 F 100.0 FFremantle Licensing Ltd (20) – NC (16) 100.0 FFremantleMedia Ltd 100.0 F 100.0 FFremantleMedia Group Ltd 100.0 F (12) 100.0 FFremantleMedia Overseas Ltd 100.0 F 100.0 FFremantleMedia Services Ltd(former Little Pond Television Ltd) 100.0 F 100.0 FRTL Group Systems Ltd 100.0 F 100.0 FSelect TV Ltd 100.0 F (16) 100.0 FSomerford Brooke Productions Ltd(former Little Pond Television Ltd ) (20) – NC (16) 100.0 FTalkback (UK) Productions Ltd 100.0 F 100.0 FTalkback Productions Ltd (18) 100.0 F (18) 100.0 FTalkback Thames Ltd (former NotAny Old Radio Commercials Ltd) (18) 100.0 F (18) 100.0 FThames Television Holdings Ltd 100.0 F 100.0 FThames Television Ltd 100.0 F (19) 100.0 FWitzend Productions Ltd (20) – NC (16) 100.0 Fusa*All American Music Group (13) 100.0 F (13) 100.0 FAllied Communications Inc 100.0 F 100.0 FAmerican Idols Productions Inc (13) – NC (13) 100.0 FAmygdala LLC (25) 100.0 F – NCBlue Orbit Productions (13) – NC (13) 100.0 FFeudin’ Productions Inc (13) – NC (13) 100.0 FFremantle Goodson Inc (13) 100.0 F (13) 100.0 FFremantle International Inc (20) – NC (13) 100.0 FFremantle Productions Inc (13) 100.0 F (13) 100.0 FFremantle Productions Latin America Inc 100.0 F 100.0 FFremantle Productions Music Inc (13) 100.0 F (13) 100.0 FFremantle Productions North America Inc (13) 100.0 F (13) 100.0 FFremantleMedia Licensing Inc (9) 100.0 F (9) 100.0 FFremantleMedia North America Inc(former Pearson Television Inc) (13) 100.0 F (13) 100.0 FGood Games Live Inc (13) 100.0 F (13) 100.0 FKickoff Productions Inc (20) – NC (13) 100.0 FKrasnow Productions Inc (20) – NC (13) 100.0 FLBS Communications Inc (13) 100.0 F (13) 100.0 FLittle Pond Television Inc (20) – NC (13) 100.0 FMarathon Productions Inc (20) – NC (13) 100.0 FMark Goodson Productions LLC (20) – NC (13) 100.0 FMax Post LLC (25) 100.0 F – NCMG Productions Inc (20) – NC (13) 100.0 FMusic Box Library (13) 100.0 F (13) 100.0 FNeville LLC (25) 100.0 F – NCO’Merch LLC (25) 100.0 F – NCOp Services LLC (25) 100.0 F – NCOriginal Fremantle LLC (25) 100.0 F – NCOriginal Prod’ions LLC (25) 100.0 F – NCOTL Productions Inc (20) – NC (13) 100.0 FReg Grundy Productions Holdings Inc (13) 100.0 F (13) 100.0 FStudio Production Services Inc (13) 100.0 F (13) 100.0 FTerrapin Productions Inc (20) – NC (13) 100.0 FThe Baywatch Productions Company (13) 100.0 F (13) 100.0 FThe Price is Right Productions Inc (20) – NC (13) 100.0 FThumbdance LLC 100.0 F 100.0 FTick Tock Productions Inc (20) – NC (13) 100.0 FRTL GroupAnnual Report 2009165

Notes to the consolidated financial statementsbroadcasting radioNoteGroup’sownership2009CoN solidatedmethod(1) NoteGroup’sownership2008CoN solidatedmethod(1) broadcasting radio NoteGroup’sownership2009CoN solidatedmethod(1) NoteGroup’sownership2008CoN solidatedmethod(1)belgium*Cobelfra SA 44.1 F 44.1 FContact Vlaanderen NV 42.1 P 42.1 PInadi SA 44.1 F 44.1 FIP Plurimédia SA 65.8 F 65.8 FJoker FM SA 44.1 F 44.1 FNew Contact SA (former Contact SA) 49.8 P 49.8 PRadio Belgium Holding SA 44.1 F 44.1 Fgreece*Alpha Radiofoniki Kronos SA (21) – NC (24) 66.4 FAlpha Radiofoniki SA (21) – NC (24) 66.3 Fnetherlands*Radio 538 BV 73.4 F 73.4 Ffrance*Ediradio SA 99.7 F 99.7 FID (Information et Diffusion) Sàrl 99.7 F 99.7 FIP France SA 99.7 F 99.7 FIP Régions SA 99.7 F 99.7 FRTL Fun Développement Sàrl 99.7 F 99.7 FRTL Net SAS 99.7 F 99.7 FSCP Sàrl 99.7 F 99.7 FSERC SA 99.7 F 99.7 FSodera SA 99.7 F 99.7 FWip On! SAS (21) – NC 99.7 Fgermany*AH Antenne Hörfunksender GmbH & Co. KG 57.0 F 57.0 FAntenne Mecklenburg-VorpommernGmbH & Co. KG (21) – NC 25.4 EAntenne NiedersachsenGesch. GmbH & Co. KG 35.9 E 35.9 EAVE Gesellsch.für Hörfunkbeteiligungen GmbH 99.7 F 99.7 FAVE I VermögensverwaltungsgesellschaftmbH & Co. KG 49.7 E 49.7 EAVE II VermögensverwaltungsgesellschaftmbH & Co. KG 99.7 F 99.7 FAVE VVermögensverwaltungsgesellschaft mbH 99.7 F 99.7 FAVE VI VermögensverwaltungsgesellschaftmbH & Co. KG 49.7 E 49.7 EBCS Broadcast Sachsen GmbH & Co. KG 40.4 E 38.1 EHit Radio RTL Sachsen GmbH 73.5 F 69.2 FMPD Medien-, Produktions- undDistributionsgesellschaft mbH & Co. KG 57.0 F 57.0 FMV Beteiliguns GmbH & Co. KG (21) – NC 25.4 EMV Marketing GmbH (21) – NC 25.4 ENeue Spreeradio Hörfunkgesellschaft mbH 99.7 F 99.7 FRadio Center Berlin GmbH 99.7 F 99.7 FRadio Hamburg GmbH & Co. KG 29.1 E 29.1 ERTL Radio Berlin GmbH 99.7 F 99.7 FRTL Radio Deutschland GmbH 99.7 F 99.7 FRTL Radiovermarktung GmbH & Co. KG 99.7 F 99.7 FRundfunk Beteiligungs- undBetriebsgesellschaft Blauen mbH 42.0 E 42.0 EUFA Radio-Programmgesellschaft inBayern mbH 99.7 F 99.7 FRTL GroupAnnual Report 2009166

Notes to the consolidated financial statementsothersNoteGroup’sownership2009CoN solidatedmethod(1) NoteGroup’sownership2008CoN solidatedmethod(1)AUStRIA*RTL Group Austria GmbH 99.7 F – NCbelgium*Audiomedia Investments Bruxelles SA 100.0 F 100.0 Ffrance*IP Network SA 99.7 F 99.7 FSociété Immobilière Bayard d’Antin SA 99.7 F 99.7 Fgermany*RTL Group Central & Eastern Europe GmbH 99.7 F 99.7 FRTL Group Deutschland GmbH 99.7 F 99.7 FRTL Group GmbH 99.7 F 99.7 FRTL Group Vermögensverwaltungs GmbH(former Darpar 128 GmbH ) 100.0 F 100.0 FUFA Film & Fernseh GmbH 99.7 F (4) 99.7 FJERSEY*CLT-UFA Holdings Ltd 99.7 F 99.7 Fluxembourg*B. & C.E. SA 99.7 F 99.7 FCLT-UFA SA 99.7 F 99.7 FIP Luxembourg Sàrl 99.7 F 99.7 FIP Network International SA 99.7 F 99.7 FMedia properties Sàrl 99.7 F 99.7 FRTL Group Central & Eastern Europe SA 99.7 F 99.7 FRTL Group Germany SA 99.7 F 99.7 Fnetherlands*RTL Group Beheer BV 100.0 F 100.0 FUK*CLT-UFA UK Radio Ltd 99.7 F 99.7 FCLT-UFA UK Television Ltd 99.7 F 99.7 F* Country of incorporation(1) M: parent companyF: full consolidationP: proportionate consolidationE: equity accountingNC: not consolidated(2) Groupe M6 (“de facto” control)(3) Five Group(4) UFA Berlin Group(5) Trebitsch Group(6) M-RTL Group (“de facto” control)(7) Antena 3 De Television Group(8) Phoenix Group(9) Fremantle Licensing Group(10) Fremantle Productions Group(11) FremantleMedia Australia Group(12) FremantleMedia Central Group(13) FremantleMedia North America Group(14) FremantleMedia Productions Netherlands Group(15) Grundy Organisation (Holdings) Group(16) Select TV Group(17) UFA & Film Medienproduktion Group(18) Talkback Productions Group(19) Thames Television Group(20) Company absorbed by a company of the Group(21) Company sold or liquidated(22) Ren TV Group(23) Content Union Group(24) Alpha Media Group(25) Original ProductionsRTL GroupAnnual Report 2009167

Auditors’ report400, route d’EschB.P. 1443L–1014 Luxembourg9, allée SchefferL–2520 LuxembourgTo the Shareholders of RTL Group SAReport of the Réviseurs d’Entrepriseson the Consolidated Financial StatementsWe have audited the accompanying consolidated financial statementsof RTL Group SA and its subsidiaries (the “Group”), which comprisethe consolidated statement of financial position at 31 December 2009and the consolidated statements of income, comprehensive income,changes in equity and cash flows for the year then ended, and a summaryof significant accounting policies and other explanatory notes asset out on pages 105 to 167.Board of Directors’ responsibility forthe consolidated financial statementsThe Board of Directors is responsible for the preparation and fairpresentation of these consolidated financial statements in accordancewith International Financial Reporting Standards as adopted by theEuropean Union. This responsibility includes: designing, implementingand maintaining internal control relevant to the preparation and fairpresentation of consolidated financial statements that are free frommaterial misstatement, whether due to fraud or error; selecting andapplying appropriate accounting policies; and making accountingestimates that are reasonable in the circumstances.Responsibility of the Réviseurs d’EntreprisesOur responsibility is to express an opinion on these consolidatedfinancial statements based on our audit. We conducted our audit inaccordance with International Standards on Auditing as adopted bythe Institut des Réviseurs d’Entreprises. Those standards require thatwe comply with ethical requirements and plan and perform the auditto obtain reasonable assurance whether the consolidated financialstatements are free from material misstatement.RTL GroupAnnual Report 2009168

Auditors’ reportAn audit involves performing procedures to obtain audit evidence aboutthe amounts and disclosures in the consolidated financial statements.The procedures selected depend on the judgement of the Réviseursd’Entreprises, including the assessment of the risks of material misstatementof the consolidated financial statements, whether due tofraud or error. In making those risk assessments, the Réviseursd’Entreprises consider internal control relevant to the entity’s preparationand fair presentation of the consolidated financial statements inorder to design audit procedures that are appropriate in the circumstances,but not for the purpose of expressing an opinion on theeffectiveness of the entity’s internal control. An audit also includes evaluatingthe appropriateness of accounting policies used and the reasonablenessof accounting estimates made by the Board of Directors,as well as evaluating the overall presentation of the consolidated financialstatements.We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion.OpinionIn our opinion, the consolidated financial statements set out on pages105 to 167 give a true and fair view of the consolidated financial positionof the Group as of 31 December 2009, and of its consolidatedfinancial performance and its consolidated cash flows for the year thenended in accordance with International Financial Reporting Standardsas adopted by the European Union.Report on other legal and regulatory requirementsThe consolidated Directors’ report, which is the responsibility of theBoard of Directors, is consistent with the consolidated financial statements.Luxembourg, 10 March 2010PricewaterhouseCoopers S.à r.l.Réviseur d’EntreprisesMarc MinetKPMG Audit S.à r.l.Réviseurs d’EntreprisesPhilippe MeyerRTL GroupAnnual Report 2009169

PublisherRTL Group45, Bd Pierre FriedenL–1543 LuxembourgLuxembourgEditorRTL GroupCorporate Communications and MarketingCopywriter: Richard Owsley, Writers Ltd, BristolCopy editing and proofreading:Sarah Townsend Editorial, GloucesterDesign, concept consultingRingzwei, HamburgProductionRingzwei, HamburgProduktionsschmiede GmbH, HamburgDie Bildproduktion GmbH, HamburgMetaio GmbH, MunichPrintDruck Pruskil GmbH, GaimersheimPhotography04: Nicolas Gouhier/W9/FMF/Abacapress.com06 –11: Paul Schirnhofer16: RTL Belgium/Ezequiel Scagnetti17: M6/Pierre Olivier,FremantleMedia/Steven Peskett18: RTL II19: RTL Televizija, RTL Radio France (2)20: Getty/Matt Stroshane, FremantleMedia/Gene Duncan, FremantleMedia (3)21: FremantleMedia (2), Super RTL/T-F-Foto, Super RTL22: iStockphoto23: iStockphoto (2)24: Alpha TV (3), RTL Belgium25: Ullstein Bild/Messerschmidt,Paris Première/Karl Lagerfeld (2)26: RTL 4/Nick van Ormondt, M627: iStockphoto (2)28: Action Press/Rex Features29: Getty/Stringer30: RTL Interactive (4), N-TV (1)31: Five (2)32: Ren TV, Action Press/Stefan Gregorowius,RTL Television/Stefan Gregorowius33: RTL Televizija, iStockphoto34: RTL Radio France35: W9/AETN, RTL Television36: M6/Pierre Olivier, RTL Television (3),iStockphoto (3)37: RTL 4, iStockphoto (2)38: RTL Television/Erik Lee Steingroever39: W9/FMF/Abacapress.com,Belga/AFP/Bertrand Guay40: Five (2)41: RTL Televizija, M6/Dominique le Lann,Sipa/Pascal Saura42: iStockphoto43: Corbis/Schlegelmilch44: Ot, Ibrahim/Action Press45: Action Press/Stephan Görlich, Reuters/Michaela Rehle, Action Press/RexFeatures, M6/Arnaud Baumann46: Getty/Jason Merritt, Elke A. Jung-Wolff,Action Press/Rex Features, Bafta47: Action Press, Reuters/Gero Breloer/Pool, Action Press/F. Krug/G.Ohlenbostel (2), DDP/Henning Kaiser,Getty/Andreas Rentz49: RTL Television/Anja Degenhard50: RTL Radio France/Philippe Antoine51: Antena 3, RTL Television/EnidM. Salgado52: Super RTL/Volker Derlath, RTL Belgium53: M6/Abacapress.com (2)54: M6/Pierre Olivier, Getty/WDR/Herby Sachs55: RTL Group, FTSE4Good56: Movie Home/Yann Arthus-Bertrand,Julia Pfaller57: iMedia, Julia Pfaller, Movie Home/Yann Arthus-Bertrand, RTL RadioFrance/Marine Machefer/Luis Benitez-Dany, RTL Belgium, RTL Radio France/Julien Dumond/Philippe Maillet60 – 61: Paul Schirnhofer66 – 69: RTL Group, Paul Schirnhofer70: RTL Television/Stefan Gregorowius76 – 98: RTL Group, Paul SchirnhoferFurther InformationFor JournalistsCorporate CommunicationsPhone: + 352 2486 5201For Analysts and investorsInvestor RelationsPhone: + 352 2486 5074www.RTLGroup.com

2009€m2008€m2007€m2006€m2005€mRevenue 5,410 5,774 5,707 5,640 5,115– of which net advertising sales 3,335 3,656 3,615 3,418 3,149Other operating income 45 37 71 86 103Consumption of current programme rights (1,842) (2,095) (2,048) (1,968) (1,788)Depreciation, amortisation and impairment (191) (161) (213) (217) (219)Other operating expenses (2,693) (2,685) (2,689) (2,764) (2,518)Amortisation and impairment of goodwilland fair value adjustments on acquisitions ofsubsidiaries and joint ventures (246) (395) (142) (14) (16)Gain/(loss) from sale of subsidiaries,joint ventures and other investments – (9) 76 207 1Profit from operating activities 483 466 762 970 678Share of results of associates 25 34 60 72 63Earnings before interest and taxes (“EBIT”) 508 500 822 1,042 741Net interest income/(expense) (12) 21 (4) 2 (11)Financial results other than interest 22 7 26 33 2Profit before taxes 518 528 844 1,077 732Income tax income/(expense) (220) (232) (170) 34 (116)Profit for the year 298 296 674 1,111 616Attributable to:RTL Group shareholders 205 194 563 890 537Minority interest 93 102 111 221 79Profit for the year 298 296 674 1,111 616EBITA 755 916 898 851 758Amortisation and impairment of goodwill(including disposal group) and fair value adjustments onacquisitions of subsidiaries and joint ventures (246) (395) (152) (14) (16)Impairment of goodwill on associates (1) (12) – – –Amortisation of fair value adjustmentson acquisitions of associates – – – (2) (2)Gain/(loss) from sale of subsidiaries,joint ventures and other investments – (9) 76 207 1Earnings before interest and taxes (“EBIT”) 508 500 822 1,042 741Earnings per share (in €)– Basic 1.33 1.26 3.67 5.79 3.50– Diluted 1.33 1.26 3.67 5.79 3.50Ordinary dividend per share (in €) 3.50 1.40 1.30 1.20 1.05Extraordinary dividend per share (in €) – 2.10 3.70 1.80 –Dividends paid (€million) 541 541 774 464 163Average number of full-time equivalent employees 9,901 9,191 8,894 8,788 8,771Net assets (€million) 5,530 5,871 6,448 6,151 5,348Net cash (€million) 789 876 1,059 734 267

Mediengruppe RTL Deutschland2009€m2008€m2007€m2006€m2005€mRevenue 1,732 2,020 1,966 1,948 1,844EBITA 366 414 329 297 240Groupe M62009€m2008€m2007€m2006€m2005€mRevenue 1,377 1,354 1,357 1,410 1,270EBITA 195 196 237 249 229FremantleMedia2009€m2008€m2007€m2006€m2005€mRevenue 1,183 1,203 1,132 1,128 947EBITA 155 155 131 125 * 104* RestatedRTL NeDerland2009€m2008€m2007€m2006€m2005€mRevenue 371 436 408 350 358EBITA 72 70 85 70 46Five Group2009€m2008€m2007€m2006€m2005 *€mRevenue 303 432 499 466 370EBITA (41)**(2) 10 (1) 36* Five has been fully consolidated from September 2005 **Including restructuring costs of €9 million and a programme write-down amounting to €22 million

RTL Belgium2009€m2008€m2007€m2006€m2005€mRevenue 203 216 210 186 174EBITA 36 39 49 34 28RTL Radio (France)2009€m2008€m2007€m2006€m2005€mRevenue 174 189 190 198 198EBITA 15 32 33 33 37RTL Klub2009 *€m2008€m2007€m2006€m2005€mRevenue 83 – – – –EBITA 18 10 ** 7 ** 8 ** 9*** RTL Klub has been fully consolidated from April 2009 ** Group contributionAlpha Media Group2009€m2008€m2007€m2006€m2005€mRevenue 70 – – – –EBITA (34) – – – –RTL Televizija2009€m2008€m2007€m2006€m2005€mRevenue 41 50 48 44 38EBITA (3) 2 2 0 (8)

RTL GroupCorporate Communications45, boulevard Pierre FriedenL-1543 LuxembourgT: +352 2486 5201F: +352 2486 5139www.RTLGroup.com