Annual General Meeting of Shareholders

CLT-UFA Luxembourg, May 21, 1996

The Annual General Meeting of CLT shareholders was held under the chairmanship of Gaston Thorn at Company headquarters in Luxembourg on May 21.

The Meeting approved the report of the Board of Directors and the reports of the Statutory Auditors on consolidated and parent company financial statements for the year ended December 31, 1995.

In 1995, consolidated turnover amounted to LUF 91,192 million, 7,6 % more than in the previous year, and consolidated net profit came to LUF 3,335 million, showing a slight increase on the LUF 3,307 million reported in 1994. The consolidated result reflects the impact of LUF 1,488 million start-up losses on new business, an item which amounted to LUF 656 million in 1994, as well as net exceptional income of LUF 1,578 million, compared with LUF 358 million in 1994. In business terms, these losses may be considered investments aimed at increasing the value and future profitability of the Group.

Television accounted for 83 % of consolidated turnover and radio for 10 %.
The geographical breakdown of turnover was as follows

    - Germany 57 %
    - France 24 %
    - Benelux and UK 19 %.

The Meeting set the gross dividend for 1995 at LUF 120 per share, compared with LUF 117,33 in 1994, and made this payable on July 1, 1996.

In 1995, the company continued to implement a strategy with four main priorities :

    - consolidation of existing business
    - geographical expansion into new markets
    - reinforcement of positions in audiovisual rights and production
    - development of theme channels and digital pay-TV services.

Group channels RTL Television, RTL 4 and RTL TVI consolidated leadership on markets in Germany, the Netherlands and French-speaking Belgium, respectively. In France, M6 continued to improve both commercial and financial performances, and CLT raised its interest in the channel from 35,72 % to 39,46 %.

Turning to radio, RTL in France, 104.6 RTL in Berlin, Atlantic 252 in the UK, Radio Contact and Bel RTL in Belgium further increased their lead on competitors.

In the course of 1995, CLT launched a number of new channels, including Super RTL, an equally-owned joint venture with Disney in Germany, and Club RTL, a theme channel launched in Belgium by RTL TVI in February. In the Netherlands, Veronica joined RTL 4 and RTL 5 through newly founded Holland Media Groep (HMG) a company in which RTL 4 SA has a 65 % interest while the remaining 35 % is held by Veronica Omroep Organisatie.

In the UK, CLT is a member of the consortium which won the concession for Channel 5, the new terrestrial channel. Its interest is 29 %, equal to that of the MAI group, while Pearson holds 24 % and Warburg Pincus 18 %.

During 1995, CLT prepared to launch a Polish-language channel, which is to start broadcasting in the second half of 1996.

Radio business also expanded with the launch of News Talk Radio in Germany and the acquisition of two Swedish stations, Q Radio, in which CLT has a 49 % interest and which has been relaunched under the name 104.7 RTL, and Bandit Radio, which is wholly-owned. In the UK, it reinforced positions with the acquisition of full ownership of Country 1035 and a 49,9 % interest in Talk Radio.

In April 1995, CLT finalized the purchase of rights for French-speaking Europe to the films, TV rights and series of US production company Orion. Its range of audiovisual rights was also rounded out with the purchase of the Trimark catalogue of 30 titles for French-speaking audiences and the Handmade catalogue of 20 titles for French and German speaking markets and for eastern Europe. RTL Television signed a major agreement with Warner Studios giving it exclusive TV rights in Germany to all TV programs produced by Warner Brothers, including in particular 46 recent movies.

Major progress was achieved in building digital pay-TV business thanks to the signature of an agreement with Société Européenne des Satellites (SES) offering CLT access to ten digital transponders on the Astra system. At the same time, the Company continued to reinforce human resources and infrastructure devoted to digital TV at its Luxembourg headquarters.

Another highlight of 1995 was the renewal of CLT's broadcasting concession through to December 31, 2010 in execution of the preliminary agreement signed with the Luxembourg government on January 16, 1995.

Among the main events in the opening quarter of 1996 was the sale of Télé Star to British press group EMAP in March, with an initial tranche representing 60 % of Télé Star's equity sold for FF 840 million. The transaction should result in a capital gain of LUF 4 billion on CLT's 1996 accounts.

On April 2, 1996, Audiofina and Bertelsmann signed an agreement under which CLT is to unite its own audiovisual business with that of Bertelsmann, currently held through its subsidiary UFA.

Finally, on April 18, 1996, CLT signed an agreement with TF1, France Télévision, M6 and Lyonnaise des Eaux to set up TPS, a company which is to market digital pay-TV for French-speaking audiences.

The Meeting extended for a period of one year the appointments to the Board of Directors of Mrs Lydie Wurth-Polfer, Mr. Gaston Thorn, Count Jean-Pierre de Launoit, Mr. Michel Delloye, Mr. Jacques Rigaud, Mr. Didier Bellens, Mr. Pierre Dauzier, Mr. Paul Desmarais, Baron Frère, Mr. Guy Gervais, Mr. Raymond Kirsch, Mr. Manfred Lahnstein, Mr. André Lévy-Lang, Mr. Philippe Sahut d'Izarn, Mr. Amaury de Sèze, and Mr. René Steichen. It also appointed to the Board of Directors Mr. Jacques Loesch, Mr. Gilles Samyn and Mr. Gaston Schwertzer for the same period.

* * * * * * *

For further information please contact:
RTL Group
Markus Payer
Head of Media Relations
Tel: (+352 42142-5020)