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Expert Corporate Governance Service (ECGS)
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RTL Group – AGM 30 June 2020

Item 3 In view of the Covid-19 health emergency, RTL Group's Board of Directors has
decided to withdraw its earlier proposal of a €4.00 per share dividend in respect of the
fiscal year 2019. In this context, ECGS is in favour of postponing decisions on the
dividend that would allow companies to avoid liquidity risks or not generate risk for their
survival.
Items 4.1 and 5 For the first time, the company proposes to shareholders to approve the
remuneration report and policy, though in an advisory capacity. However, a general lack
of ex-ante and ex-post  disclosure, without a clear indication of level of achievement
concerning the STIP and LTIP, leads us to OPPOSE.
Item 6.3 PricewaterhouseCoopers has been the Company's auditor for at least 26 years,
which exceeds ECGS'guidelines. Hence, we recommend shareholders to OPPOSE its
discharge. However, we welcome the replacement of PwC by KPMG under item 7.2.
Under ITEM 7.1 The Company seeks to appoint Mrs. Bettina Wulf as director. In light of
insufficient independent representation on the board (23%), ECGS recommends
shareholders to OPPOSE.

Underlying
RTL Group S.A.

RTL Group is a holding company. Co. through its subsidiaries is engaged in the operation of television and radio broadcasting services, television content production and distribution. Co. has interests in 40 television channels and 33 radio stations in 11 countries. Co. is involved in television content production, such as talent and game shows, drama and daily soap operas, through its subsidiary, FremantleMedia. Co. also provides services in the digital entertainment environment, including online games, community and dating services, as well as user-generated content exchange platforms.

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