Bertelsmann takes majority shareholding in RTL Group

Luxembourg, 5 February 2001. - Bertelsmann AG (Bertelsmann) and Groupe Bruxelles Lambert S.A. (GBL) today announced that Bertelsmann is to acquire the 30 per cent stake in RTL Group held by GBL and through its majority company Electrafina. The acquisition will be effected by way of a share swap whereby GBL will receive a 25.1 per cent shareholding in Bertelsmann. The present agreement is subject to approval by the GBL Board, Bertelsmann's Supervisory Board and all relevant regulatory and antitrust authorities.

Following the transaction, Bertelsmann together with its partner WAZ will control a 67 per cent stake in RTL Group. RTL Group's other shareholders remain unaffected; Pearson plc will continue to hold 22 per cent, 10.3 per cent is publicly quoted at the London, Brussels and Luxembourg stock exchanges, and 0.7 per cent is held as treasury stock by RTL Group.

Accordingly the future shareholding of RTL Group will be as follows:


 Bertelsmann  67 % (of which 37 % together with WAZ)
 Pearson  22 %
 Public  10.3 %
 Treasury  0.7 %

Bertelsmann and Pearson expect that this announcement will facilitate their plans to increase the proportion of publicly traded shares in RTL Group. The shareholders also remain committed to maintaining the primary listing in London. RTL Group's headquarters will remain based in Luxembourg.

Didier Bellens, Chief Executive Officer of RTL Group, said: „RTL Group's clear focus is to strengthen its unique position as Europe's leading broadcasting and production company. With their vision and their strong strategic interests in our businesses, Bertelsmann and Pearson have given support at every stage of our development and have been the major driving forces behind our growth. RTL Group, Pearson and Bertelsmann share a single vision to shape the media of the future and to reach audiences across many countries. Under this new shareholding structure, we will be able to pursue our common strategic ambitions with even greater focus and determination."

For further inquiries:

RTL Group
Roy Addison/ Markus Payer (Media Inquiries)
Tel: + 352 421 42 5130/ 5020

Rupert Younger (Media / Investors)
Julius Duncan (Media)
Katie Lang (Investors)
Tel: + 44 207 251 3801

Notes to Editors

RTL Group is the leading pan-European broadcasting and production company with interests in 23 television channels and 17 radio stations in 11 European countries. Producing over 200 programs in 35 countries, it is one of the global leaders in content production. With over 80 branded websites and more than 3 million unique visitors in November 2000, it is also one of Europe‘s leading online players.

Bertelsmann AG: Bertelsmann AG is the world's most international media enterprise, commanding leading positions in the global media and entertainment industries. The Bertelsmann Group includes publishing and music companies, book and music clubs, magazines and newspapers, television and radio stations, print and media service providers, multimedia and professional information companies represented by such brands as Random House, BMG, Gruner + Jahr and RTL. Bertelsmann is the world's largest general-interest book publisher and the biggest English-language publishing house worldwide. Bertelsmann's book and music clubs are the worldwide market leaders. Its subsidiaries RTL Group and Gruner + Jahr put the company at the top of the European broadcasting and magazine sectors, respectively. Bertelsmann ranks at the top of its peer market in e-commerce, with BOL in Europe and in the US. The organization currently employs 76,000 people in 58 countries and posted DM 32.4 billion in total revenues during the business year ended June 30, 2000.

Groupe Bruxelles Lambert: Groupe Bruxelles Lambert S.A. (GBL) is an investment company incorporated in 1953, and quoted on the Brussels Stock Exchange since 15 October 1956. GBL is controlled by the Desmarais and Frère families through their respective companies. GBL aims to grow a rich and balanced portfolio of industrial investments, focusing on a small number of first-class companies acting in a diversified range of sectors, in which GBL can exercise its role as a professional shareholder. GBL’s current portfolio includes five long-term investments: RTL Group, TotalFinaElf, Suez Lyonnaise des Eaux, Imerys and Rhodia held directly or through Electrafina. Since the merger of CLT and UFA in 1997, GBL has participated, through its joint venture with Bertelsmann, in the development of CLT-UFA as a major European broadcasting group. On April 2000, CLT-UFA merged with Pearson TV, the world’s leading international independent television production company, resulting in the world’s leading pan-European integrated broadcast and content company, listed under the name RTL Group. GBL’s 30 percent stake in the RTL Group represents roughly 40 percent of the group’s (GBL’s) estimated value. Pargesa holds 54.6 percent of GBL.