MLP Group S.A.

Annual / Quarterly Financial Statement • May 6, 2022

RTL Group SA Société Anonyme R.C.S. Luxembourg: B 10 807 1. GENERAL RTL Group SA Société Anonyme Annual accounts for the year ended 31 December 2021 43, boulevard Pierre Frieden L-1543 Luxembourg R.C.S. Luxembourg: B 10 807 2 Table of contents Page Directors’ report 3 Board of Directors 9 Balance sheet 10 Profit and loss account 12 Notes to the annual accounts 13 Management responsibility statement 29 3 Directors’ report I. OVERVIEW RTL Group SA (the “Company”) is the direct and indirect parent company of several hundreds of consolidated affiliated undertakings (together referred to as “RTL Group” or “the Group”). It also indirectly holds investments in joint ventures and undertakings with which the Company is linked by virtue of participating interests. The Group mainly operates television channels, streaming services and radio stations in Europe and, via Fremantle, produces television content, from talent and game shows to drama, daily soaps and telenovelas. The Company exercises key corporate functions for the Group, including the definition of the Group’s strategy, capital allocation, financing and management. In addition, the Company houses within the Corporate Center certain service functions for individual business units. The development of RTL Group SA as a standalone company therefore is essentially determined by the business success of the Group taken as a whole because the Group’s development eventually drives the amounts received from affiliated undertakings as dividends. Therefore, the description of key developments of the Group is important for the understanding of development of RTL Group SA’s business on a standalone basis. Key developments of the Group and in the business units Group revenue increased 10.3 per cent to €6,637 million (2020: €6,017 million), mainly due to strong growth of TV advertising revenue in the second, third and fourth quarters of 2021, of Fremantle and of the streaming businesses. Group revenue was up 13.5 per cent organically 1 compared to 2020 and up 4.3 per cent compared to 2019. Adjusted EBITA 1 was up 35.1 per cent to €1,152 million (2020: €853 million), while the Adjusted EBITA 1 margin increased to 17.4 per cent (2020: 14.2 per cent). Group profit grew strongly, reaching a record level of €1,454 million (2020: €625 million), mainly due to the increase in Adjusted EBITA, the capital gains from the disposals of SpotX and Ludia and positive effects from re-measurements of Super RTL and Stéphane Plaza Immobilier. The main developments in 2021 for key business units were as follows: • In the reporting period, the German net TV advertising market was estimated to be up between 6.0 and 6.5 per cent. RTL Deutschland’s revenue was up 14.0 per cent to €2,425 million (2020: €2,127 million), thanks to significantly higher TV advertising revenue and growing streaming revenue. Accordingly, Adjusted EBITA was up significantly from €467 million in 2020 to €541 million. With an audience share of 9.0 per cent in the target group of viewers aged 14 to 59 in 2021 (2020: 10.2 per cent), RTL Television was the leading commercial channel, ahead of Sat1 (6.7 per cent) and ProSieben (6.3 per cent), but behind the public channels ZDF (9.8 per cent) and Das Erste (9.1 per cent). • In 2021, the French net TV advertising market was estimated to be up 16.1 per cent compared to 2020, with Groupe M6 performing in line with the market. Groupe M6’s total revenue was up significantly by 9.2 per cent to €1,390 million (2020: €1,273 million). The increase in revenue was mainly due to higher advertising revenue. Accordingly, Groupe M6’s Adjusted EBITA was up by 23.7 per cent to €329 million (2020: €266 million). The audience share of the Groupe M6 family of free-to-air channels in the commercial target group (women under 50 responsible for purchases) reached a record of 22.8 per cent (2020: 22.7 per cent). The total audience share was 14.3 per cent (2020: 14.6 per cent). On average, 25.1 million viewers watched Groupe M6’s free-to-air channels every day in 2021 (2020: 25.5 million). ____ 1 As defined in the Directors’ report of the Group 4 • Revenue at RTL Group’s content business, Fremantle, was up by 25.3 per cent to €1,926 million in 2021 (2020: €1,537 million), with the delivery of the high-end drama series American Gods (season three) and The Mosquito Coast. Revenue grew 15.8 per cent organically 1 and Adjusted EBITA 1 was up 62.1 per cent to €141 million (2020: €87 million). • In 2021, the Dutch net TV advertising market was estimated to be up by 21.6 per cent with RTL Nederland clearly outperforming the market. RTL Nederland’s total revenue increased by 20.8 per cent to €575 million (2020: €476 million). This resulted in a significantly higher Adjusted EBITA of €107 million (2020: €58 million). In 2021, RTL Nederland’s family of channels grew its combined prime-time audience share in the target group of viewers aged 25 to 54 to 34.2 per cent (2020: 31.7 per cent), thanks to a strong audience performance of the main channel RTL 4. As a result, RTL Nederland increased its lead over the public broadcasters – which also broadcast the European football championship – to 5.3 percentage points (audience share 2021: 28.9 per cent) and its main commercial competitor, Talpa TV (audience share 2021: 19.8 per cent). Key developments of the Company The profit of the Company for the year 2021 amounted to €71 million (2020: €5 million). This significant increase can be explained by an improvement in the financial result of €54 million and in the operating result of €12 million. The financial result mainly improved thanks to higher dividend income (up €58 million) which more than offset the drop in interest income and other items of €4 million. The operating result mainly benefitted from releases of value adjustments in respect of current assets, lower operating and external expenses as well as reduced staff costs. As in prior years, the Company did not have any branches during 2021. Consistently with the past, the Company has continued to centralise financing and treasury functions of the Group through central foreign currency risk management and cash pooling arrangements with Group subsidiaries. The Company continued implementing the restructuring project initiated in 2019 which continued to result in a significant reduction in headcount and the transfer of certain activities from Luxembourg to an affiliated undertaking in Cologne, Germany. ____ 1 As defined in the Directors’ report of the Group 5 II. SUMMARY INCOME STATEMENT In € million 2021 2020 Operating income (1) 7 5 Operating expenses (2) (15) (25) Operating result (8) (20) Financial income (3) 136 85 Financial expenses (4) (56) (59) Financial result 80 26 Taxes (1) (1) Profit for the financial year 71 5 (1) Operating income mainly relates to the recharge of costs and services as well as reversals of operating provisions (2) Operating expenses mainly include staff costs of €7 million (2020: €9 million), general expenses of €5 million (2020: €8 million), consulting fees of €5 million (2020: €4 million) and non-deductible VAT of €2 million (2020: €4 million), net of the favourable impact of value adjustments of €5 million (2020: €2 million) (3) Financial income includes dividends of €60 million (2020: €2 million), foreign exchange gains of €54 million (2020: €57 million) and interest income of €22 million (2020: €26 million) (4) Financial expenses mainly include foreign exchange losses of €54 million (2020: €55 million) and interest charges of €2 million (2020: €2 million). In 2020, they also included losses on the disposal of own shares of €2 million III. RESEARCH AND DEVELOPMENT The Company did not carry out any conventional research and development. The media sector has a similar imperative to create innovative media content and media-related products and services in a rapidly changing environment. This means that instead of conventional research and development activities, management views the company’s own creative power and technical expertise as particularly important for business development. The long-term success of the Group depends heavily on product innovations, investing in growth businesses and making use of integrating new technologies. The innovations at RTL Group focus on three core topics: continuously developing new, high-quality TV formats; using all digital distribution channels, including streaming; and better monetisation of the Group’s customer reach by personalisation, recommendations and specifically addressing target groups. In 2021, RTL Group launched a new identity and design for its core brand RTL. The comprehensive redesign and repositioning of RTL was started to strengthen RTL as Europe’s leading entertainment brand. Within this project, the German streaming service was rebranded to RTL+ (formerly TV Now). Furthermore, RTL Group announced the expansion of RTL+ into a cross-media entertainment service, comprising video, music, podcasts, audio books and e-magazines, which will be a unique selling proposition in the German-speaking market, starting in the second quarter 2022. The cross- media extension is an example of the synergies to be realized following the combination of RTL Deutschland and Gruner + Jahr. The service’s innovative recommendation algorithm based on smart text, audio and video analysis will ensure users are offered personalised content suggestions across all types of media. Another innovative focus point is addressable TV advertising, which combines the broad reach of linear TV with targeted digital advertising. In October 2021, RTL Group and Amobee, a global leader of advertising technologies, announced the formation of the TechAlliance. This comprehensive cooperation will be a joint sales and services company for the ad- tech solutions of Amobee and Smartclip, which is part of RTL Deutschland. TechAlliance will be the first European-wide offering for programmatic access to addressable TV advertising. 6 IV. FINANCIAL INSTRUMENTS, RISK MANAGEMENT AND INTERNAL CONTROLS The Group’s activities expose it to a variety of financial risks: market risks including foreign exchange risks and interest rate risk, credit risk and liquidity risk. The Group is exposed in particular to risks from the movement in foreign exchange rates as it engages in long-term purchase contracts for programme rights (output deals) denominated in foreign currency. The Company uses financial instruments to optimise cash flow, net income and net worth for and on behalf of its affiliated undertakings as described in Note 2.3 to the annual accounts and in the corresponding sections of the consolidated financial statements of the Group. The consolidated financial statements of the Group also provide details of the Group’s financial risk management objectives and policies, including its policy for hedging major types of forecasted transactions for which hedge accounting is used as well as its exposure to price risk, credit risk, liquidity risk and cash flow risk. These objectives and policies also apply to the Company. Details of Group’s internal control and risk management systems in relation to the financial reporting process, which also apply to the Company, can be found in the Director’s report of the Group. V. SHARES The Company has an issued share capital of €191,845,074 (2020: €191,845,074) divided into 154,742,806 (2020: 154,742,806) fully paid-up shares with no nominal value. All shares have equal rights and obligations. The Company is listed on the Frankfurt and Luxembourg Stock Exchanges. At 31 December 2021, the Company’s share price, as listed on the Frankfurt Stock Exchange, was €46.70 per share (2020: €39.84). Since 15 December 2020, the Company has not held any own shares neither directly nor indirectly. VI. SIGNIFICANT LITIGATIONS The Company is party to legal proceedings in the normal course of its business, both as defendant and claimant. Most of these claims involve complex issues and the probability of loss and an estimation of damages are difficult to ascertain. A provision is recognised when the risk of a loss becomes likely and when it is possible to make a reasonable estimate of the expected financial effect of a proceeding. The publication of this information on a case-by-case basis, however, would seriously prejudice the Company’s position in the ongoing legal proceedings or in any related settlement discussions. No significant litigations are currently ongoing. In addition, the Group is also party to legal proceedings in the normal course of business, both as defendant and claimant. Details of the main legal proceedings to which the Group is a party are disclosed in the consolidated financial statements. VII. CORPORATE GOVERNANCE The RTL Group Board of Directors is committed to high standards of corporate governance. RTL Group has applied the principles of good governance for years, even before the Ten Principles of Corporate Governance were implemented by the Luxembourg Stock Exchange – principles that RTL Group is in line with and submitted to. The comprehensive explanations on Corporate Governance can be also found in the Directors’ Report of the Group and on the Company’s website. It contains RTL Group’s corporate governance charter, and regularly updated information, such as the latest version of the Company’s governance documents (articles of incorporation, statutory accounts, minutes of shareholders’ meetings), and information on the composition and mission of the RTL Group Board and its Committees. The “Investors” section also contains the financial calendar and other information that may be of interest to shareholders. 7 VIII. SUBSEQUENT EVENTS There have been no subsequent events for the Company. Subsequent events relating to the Group are disclosed in the consolidated financial statements. IX. PROFIT APPROPRIATION The annual accounts of RTL Group show a profit for the financial year 2021 of €70,963,534 (2020: €4,627,791). Taking into account the share premium account of €4,691,802,190 (2020: €4,691,802,190) and the profit brought forward of €249,050,821 (2020: €708,651,448), the amount available for distribution is €5,011,816,545 (2020: €5,405,081,429). X. PRINCIPAL RISKS, UNCERTAINTIES AND OUTLOOK Principal risks and uncertainties and outlook are disclosed in the consolidated financial statements and the related Directors’ report. XI. LUXEMBOURG LAW ON TAKEOVER BIDS The following disclosures are made in accordance with article 11 of the Luxembourg Law on Takeover Bids of 19 May 2006. a) Share capital structure RTL Group SA has issued one class of shares which is admitted to trading on the Frankfurt Stock Exchange, and the Luxembourg Stock Exchange. No other securities have been issued. The issued share capital as at 31 December 2021 amounts to €191,845,074 represented by 154,742,806 shares with no par value, each fully paid-up. b) Transfer restrictions At the date of this report, all RTL Group SA shares are freely transferable but shall be subject to the provisions of the applicable German and Luxembourg insider dealing and market manipulation laws, which prevent anyone who has material non-public information about a company from dealing in its shares and from committing market manipulations. A detailed Dealing Code contains restrictions on dealings by directors and certain employees of RTL Group SA and its subsidiaries. c) Major shareholding The shareholding structure of RTL Group SA as at 31 December 2021 is as follows: Bertelsmann Capital Holding GmbH held 76.28 per cent, 23.72 per cent were publicly traded. d) Special control rights All the issued and outstanding shares of RTL Group SA have equal voting rights and with no special control rights attached. e) Control system in employee share scheme RTL Group SA’s Board of Directors is not aware of any issue regarding section e) of article 11 of the Luxembourg Law on Takeover Bids of 19 May 2006. 8 f) Voting rights Each share issued and outstanding in RTL Group SA represents one vote. The Articles of Association do not provide for any voting restrictions. In accordance with the Articles of Association, a record date for the admission to a general meeting is set and certificates for the shareholdings and proxies shall be received by RTL Group SA the 14th day before the relevant date at 24 hours (Luxembourg time). Additional provisions may apply under Luxembourg law. g) Shareholders’ agreement with transfer restrictions RTL Group SA’s Board of Directors has no information about any agreements between shareholders which may result in restrictions on the transfer of securities or voting rights. h) Appointment of Board members, amendments of the Articles of Association The appointment and replacement of Board members and the amendments of the Articles of Association are governed by Luxembourg Law and the Articles of Association. The Articles of Association are published under the ‘Investor Relations’ Corporate Governance Section on https://company.rtl.com. i) Powers of the Board of Directors The Board of Directors is vested with the broadest powers to manage the business of RTL Group SA. It may take all acts of administration and of disposal in the interest of RTL Group SA. The Board of Directors has set up several committees whose members are Directors. The responsibilities and functionalities of the Board of Directors and its committees are described in the Articles of Association and the Corporate Governance Charter, published under the ‘Investor Relations’ Corporate Governance Section on https://company.rtl.com. The Company’s General Meeting held on 26 April 2019 renewed the authorisation granted at the Company’s General Meeting of 16 April 2014 to the Board of Directors to acquire a total number of shares of the Company not exceeding 150,000. This renewal of authorisation is valid for five years and the purchase price is fixed at a minimum of 90 per cent and a maximum of 110 per cent of the average closing price of the RTL Group SA share over the last five trading days preceding the acquisition. j) Significant agreements or essential business contracts The Board of Directors is not aware of any significant agreements to which RTL Group SA is party and which take effect, alter or terminate upon a change of control of RTL Group SA following a takeover bid. k) Agreements with Directors and employees The Executive Committee members are entitled to contractual severance payments in case of dismissal, to the exception of dismissal for serious reasons. 16 March 2022 The Board of Directors 9 Board of Directors Non-Executive Directors Martin Taylor 1 , Chairman of the Board and Chairman of Nomination and Compensation Committee Guillaume de Posch Pernille Erenbjerg (as from 28 April 2021) 1) Thomas Götz Rolf Hellermann Immanuel Hermreck Bernd Kundrun (until 28 April 2021) Jean-Louis Schiltz 1 Rolf Schmidt-Holtz (until 28 April 2021) James Singh 1 , Vice-Chairman of the Board of Directors and Chairman of Audit Committee Lauren Zalaznick 1 Bettina Wulf Executive Directors Thomas Rabe (Chief Executive Officer) Elmar Heggen (Deputy Chief Executive Officer & Chief Operating Officer) 1) Independent director Annual accounts for the year ended 31 December 2021 10 Balance sheet at 31 December 2021 Notes 2021 2020 ASSETS € € C. Fixed assets 7,326,945,456 7,205,553,839 I. Intangible assets 3.1. - - 2. Concessions, patents, licences, trade marks and similar rights and assets, if they were a) acquired for valuable consideration and - - need not be shown under C.I.3 II. Tangible assets 3.2. 3,133 - 2. Plant and machinery 3,133 - III. Financial assets 3.3. 7,326,942,323 7,205,553,839 1. Shares in affiliated undertakings 3.3.1. 5,504,646,504 5,504,646,504 2. Loans to affiliated undertakings 3.3.2. 1,820,912,188 1,699,523,704 5. Investments held as fixed assets 3.3.3. 1,383,631 1,383,631 D. Current assets 502,174,737 496,304,521 II. Debtors 3.4. 488,127,512 487,490,085 1. Trade debtors a) becoming due and payable within one year 27,519 21,717 2. Amounts owed by affiliated undertakings a) becoming due and payable within one year 3.4.1./3.4.2. 426,591,550 447,419,781 4. Other debtors 3.4.3. a) becoming due and payable within one year 47,989,889 29,218,503 b) becoming due and payable after more than one year 13,518,554 10,830,084 IV. Cash at bank and in hand 14,047,225 8,814,436 E. Prepayments 34,180 1,005,873 TOTAL (ASSETS) 7,829,154,373 7,702,864,233 The notes in the annex form an integral part of the annual accounts. Annual accounts for the year ended 31 December 2021 11 Balance sheet at 31 December 2021 Notes 2021 2020 CAPITAL, RESERVES AND LIABILITIES € € A. Capital and reserves 3.5. 5,229,917,926 5,623,182,810 I. Subscribed capital 3.5.1. 191,845,074 191,845,074 II. Share premium account 4,691,802,190 4,691,802,190 IV. Reserves 1. Legal reserve 3.5.2. 19,184,507 19,184,507 4. Other reserves, including the fair value reserve b) other non available reserves 7,071,800 7,071,800 V. Profit or loss brought forward 249,050,821 708,651,448 VI. Profit or loss for the financial year 70,963,534 4,627,791 B. Provisions 3.6. 18,343,348 19,930,395 1. Provision for pensions and similar obligations 3.6.1 16,119,543 15,443,468 3. Other provisions 3.6.2 2,223,805 4,486,927 C. Creditors 3.7. 2,580,893,099 2,059,751,028 2. Amounts owed to credit institutions a) becoming due and payable within one year - 2,390 4. Trade creditors a) becoming due and payable within one year 1,489,283 1,842,881 6. Amounts owed to affiliated undertakings a) becoming due and payable within one year 3.7.1 2,520,516,262 2,012,517,064 8. Other creditors a) Tax authorities 3.7.2 1,293,249 1,795,128 b) Social security authorities 156,623 129,410 c) Other creditors 3.7.3 i) becoming due and payable within one year 43,880,829 34,059,675 ii) becoming due and payable after more than one year 13,556,853 9,404,480 TOTAL (CAPITAL, RESERVES AND LIABILITIES) 7,829,154,373 7,702,864,233 The notes in the annex form an integral part of the annual accounts. Annual accounts for the year ended 31 December 2021 12 Profit and loss account for the year ended 31 December 2021 Notes 2021 2020 € € 4. Other operating income 4.1. 7,186,632 5,400,601 5. Raw materials and consumables and other external expenses (9,634,302) (12,219,762) a) Raw materials and consumables (28,663) (35,697) b) Other external expenses 4.2. (9,605,639) (12,184,065) 6. Staff costs 4.3. (7,065,854) (9,045,213) a) Wages and salaries (6,103,627) (6,981,182) b) Social security costs (331,002) (563,118) i) relating to pensions (198,958) (507,656) ii) other social security costs (132,044) (55,462) c) Other staff costs (631,225) (1,500,913) 7. Value adjustments 5,109,631 1,759,012 a) in respect of formation expenses and of tangible and intangible fixed assets 3.1./ 3.2. (688) - b) in respect of current assets 4.4. 5,110,319 1,759,012 8. Other operating expenses 4.5. (3,540,999) (6,455,110) 9. Income from participating interests 4.6. 59,085,645 274,045 a) derived from affiliated undertakings 59,085,645 - b) other income from participating interests - 274,045 10. Income from other investments and loans forming part of the fixed assets 16,149,704 21,246,705 a) derived from affiliated undertakings 3.3.2. 15,149,704 19,431,608 b) other income not included under a) 3.3.3. 1,000,000 1,815,097 11. Other interest receivable and similar income 60,714,506 63,886,590 a) derived from affiliated undertakings 4.7. 46,643,367 58,635,042 b) other interest and similar income 4.8. 14,071,139 5,251,548 14. Interest payable and similar expenses (56,399,014) (59,670,493) a) concerning affiliated undertakings 4.9. (29,012,024) (34,564,030) b) other interest and similar expenses 4.10. (27,386,990) (25,106,463) 15. Tax on profit or loss (56,630) - 16. Profit or loss after taxation 71,549,319 5,176,375 17. Other taxes not shown under items 1 to 16 4.11. (585,785) (548,584) 18. Profit or loss for the financial year 70,963,534 4,627,791 The notes in the annex form an integral part of the annual accounts. Notes to the annual accounts for the year ended 31 December 2021 13 1. GENERAL RTL Group SA (the “Company” or “RTL Group”) was incorporated as a “Société Anonyme” on 30 December 1972 under the name of Compagnie Luxembourgeoise pour l’Audiovisuel et la Finance, abbreviated to “Audiofina”. The Articles of Association were published in the “Mémorial C des Sociétés et Associations” on 27 March 1973, under the number 52. They were modified on several occasions, the last time on 19 April 2017. The Company is formed for an unlimited period. On 25 July 2000, the name of the Company was changed to RTL Group. The registered office of the Company is established at 43, boulevard Pierre Frieden, L-1543 Luxembourg. The Company’s financial year starts on 1 January and ends on 31 December of each year. The purpose of the Company is the national and international development in the audiovisual, communication and information sectors and all related technologies. The Company can also take holdings through granting of loans, merging, subscription or other form of investment in any company, undertaking, association or other legal entity, existing or to be constituted, whatever its form or nationality, having a purpose which is similar or complementary to that of the Company. The Company can undertake any commercial, industrial or financial operation linked directly or indirectly to its purpose or of such a nature that it facilitates or favours its realisation. The Company may also undertake any action useful or necessary for the accomplishment of its purpose. The Company is listed on the Frankfurt and Luxembourg Stock Exchanges. At 31 December 2021, the Company’s share price, as listed on the Frankfurt Stock Exchange, was €46.70 per share (2020: €39.84). The Company also prepares consolidated financial statements which are published according to the provisions of the law and may be obtained at its registered office and on its official website. The consolidated financial statements of RTL Group are included in the consolidated accounts of Bertelsmann SE & Co. KGaA, the ultimate parent company of RTL Group which represents the smallest and largest entity of which the Company is a subsidiary. Bertelsmann SE & Co. KGaA is a company incorporated under German law whose registered office is established at Carl-Bertelsmann-Strasse 270, D-33311 Gütersloh, Germany. Consolidated financial statements of Bertelsmann SE & Co. KGaA may be obtained at its registered office and on its official website. 2. SIGNIFICANT ACCOUNTING POLICIES 2.1. Basis of preparation The annual accounts have been prepared in accordance with Luxembourg legal and regulatory requirements and following the going concern principle. Accounting policies and valuation rules are, besides the ones laid down by the Amended Law dated 19 December 2002, determined and applied by the Board of Directors. The annual accounts have been prepared under the historical cost convention except for items relating to foreign exchange hedging activities as described in Note 2.3. All monetary amounts in the notes are in Euro unless otherwise indicated. The preparation of annual accounts requires the use of certain critical accounting estimates. It also requires the Board of Directors to exercise its judgement in the process of applying the accounting policies. Changes in assumptions may have a significant impact on the annual accounts in the period in which the assumptions changed. Management believes that the underlying assumptions are appropriate and that the annual accounts therefore fairly present the financial position and results. The Company makes estimates and assumptions that may affect the reported amounts of assets and liabilities in the next financial year(s). Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Notes to the annual accounts for the year ended 31 December 2021 14 2.2. Foreign currency translation The Company maintains its accounts in Euro and both the balance sheet and profit and loss account are expressed in this currency. Transactions in foreign currencies are recorded at the rate of exchange ruling on the transaction date. With the exception of non-monetary fixed assets, all assets and liabilities denominated in foreign currencies are converted at the rate of exchange ruling at the balance sheet date. Related realised and unrealised gains and losses are recognised in the profit and loss account. 2.3. Foreign exchange risk and derivatives RTL Group companies operate internationally and are exposed to foreign exchange risk arising from various currency exposures, including most notably exposures to USD and GBP. For the Group as a whole, cash flow, net income and net worth are optimised by reference to Euro. Foreign exchange risks faced by individual Group companies, however, are managed or hedged against the functional currency of the relevant entity. Group Treasury periodically collects from the Group companies forecasts of foreign currency exposures arising mainly from signed output deals and programme rights in order to monitor the Group’s overall foreign currency exposure. Entities exposed to foreign currencies risk are responsible for hedging their exposures in accordance with the Treasury policies approved by the Board of Directors. Companies in the Group use forward contracts, transacted with Group Treasury, to hedge their exposure to foreign currency risk. Group Treasury is responsible for hedging positions in each currency by using external foreign currency derivative contracts. The foreign currency management policy of the Group is to hedge 100 per cent of the recognised monetary foreign currency exposures arising from cash, receivables, payables, loans and borrowings denominated in currencies other than Euro. The off-balance exposures and firm commitments are partially hedged according to the provision of the foreign exchange policy. Within this framework, RTL Group enters into foreign currency derivative contracts with banking institutions (external) and with Group subsidiaries (internal). Unrealised losses and gains resulting from the revaluation of the foreign currency derivative contracts (internal and external) are recognised in the profit and loss account with a counterpart in the balance sheet in “Other creditors” or “Other debtors”, respectively. 2.4. Intangible assets Intangible assets are stated at cost, including expenses incidental thereto, less accumulated amortisation. They include software amortised on a straight-line basis over their estimated useful life of three years. Where the Company considers that an intangible asset has suffered a durable depreciation in value, an additional write-down is recorded to reflect this loss. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply. 2.5. Tangible assets Tangible assets are stated at cost, including expenses incidental thereto, less accumulated depreciation. Depreciation is recognised on a straight-line basis over the estimated useful lives of the tangible assets: • Plant and machinery: four to ten years; • Other fixtures and fittings, tools and equipment: three to ten years. Where the Company considers that a tangible asset has suffered a durable depreciation in value, an additional write-down is recorded to reflect this loss. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply. Notes to the annual accounts for the year ended 31 December 2021 15 2.6. Financial assets Shares in affiliated undertakings and investments held as fixed assets are recorded on the balance sheet at acquisition cost, including expenses incidental thereto. A value adjustment is made when there is a durable diminution in their value. These value adjustments are not continued if the reasons for which these value adjustments were made have ceased to apply. Investments are classified as affiliated undertakings if the Group is able to exercise control over the company concerned. Dividends from shares in affiliated undertakings are recognised in the profit and loss account when declared by decision of the General Meeting. Loans to affiliated undertakings are recorded on the balance sheet at acquisition cost including expenses incidental thereto or nominal value. When the market value or the recoverable value is lower than the acquisition cost or nominal value, a value adjustment is recorded. These value adjustments are not continued if the reasons for which these value adjustments were made have ceased to apply. 2.7. Debtors Debtors are recorded at their nominal value. They are subject to value adjustments when their recovery is compromised. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply. 2.8. Cash at bank and in hand The Company reports in the balance sheet the net amount of the debit and credit positions of the bank accounts when these positions relate to the same nature of bank account with the same currency in the same bank and a netting agreement exists with the bank. If these conditions are not met, credit positions are recorded as bank overdrafts and included in “Amounts owed to credit institutions”. 2.9. Cash pooling arrangements In order to optimise cash management, RTL Group has implemented a cash pooling policy to centralise the Group's liquid funds: - The local cash pooling includes the majority of the Luxembourg subsidiaries: B. & C.E. SA, Broadcasting Center Europe SA, Broadcasting Center Europe International SA, CLT-UFA SA, CLT-UFA Hungarian Activities, CLT- UFA Nederland Division, Data Center Europe Sarl, IP Luxembourg Sarl, Luxradio Sarl, Media Assurances SA, Media Properties Sarl, Media Real Estate SA, RTL AdConnect International SA, RTL Belux SA, RTL Belux SA & Cie SECS, RTL Group Germany SA, RTL Group Holding Sarl and RTL Group Germany Hungarian Cable Operations. This automated cash pooling is made with a local banking institution. The conditions of the cash pooling are determined on an arm's length basis and based on specific risks linked to each Group company. The basis rate is EONIA adjusted for a margin (from -0.25% to -0.40% on credit margin with a minimum of 0% in case of very low interest rates and +0.50% on debit margin); - The European cash pooling comprises the following Group companies: Bedrock SAS, BLU A/S (Denmark), ColoradoX SAS (France), Freecaster (Belgium), FremantleMedia Belgium (Belgium), FremantleMedia España SA (Spain), FremantleMedia Finland OY (Finland), FremantleMedia Italia SpA (Italy), FremantleMedia Norge AS (Norway), FremantleMedia Polska SP Z.O.O. (Poland), FremantleMedia Portugal SA (Portugal), FremantleMedia Sverige AB (Sweden), Miso Film ApS (Denmark), Miso Film Norge ApS (Norway), Miso Film Sverige AB (Sweden), M-RTL ZRT (Hungary), Nice Entertainment Group OY (Finland), Quarto Piano SRL (Italy), RTL Belgium SA (Belgium), RTL Group Beheer BV (the Netherlands), RTL France Holding SAS (France), RTL Austria GmbH (Austria), RTL Group GmbH (Germany), RTL Group Services Belgium SA (Belgium), RTL Hrvatska d.o.o. (Croatia), RTL Nederland Holding BV (the Netherlands), RTL Services Kft (Hungary), Smartclip SRL (Italy), This Is Nice Studios Holding AB (Sweden), This Is Nice Studios Norway AS (Norway), we are era AB (Sweden), we are era Filial Danmark (Denmark), The Apartment SRL (Italy), we are era GmbH (Germany) and Wildside SRL (Italy). The interest rate of the cash pooling is based on EONIA for Euro or equivalent base rate for non-Euro cash pooling, adjusted for a margin reflecting the specific risks attached to the Group’s companies; Notes to the annual accounts for the year ended 31 December 2021 16 - The non-European cash pooling comprises the following Group companies: Abot Hameiri Communications Ltd (Israel), FremantleMedia Asia Pte Ltd (Singapore), FremantleMedia Australia PTY Ltd (Australia), FremantleMedia Canada NO.2 Inc (Canada), FremantleMedia Group Ltd (United Kingdom), Fremantle Productions North America Inc (United States of America), RTL Adconnect Inc (United States of America) and RTL US Holdings Inc (United States of America). The interest rate of the cash pooling is based on LIBOR or equivalent base rate for non-GBP cash pooling, adjusted for a margin reflecting the specific risks attached to the Group companies. Cash pooling arrangements are recorded on the balance sheet as “Amounts owed by affiliated undertakings becoming due and payable within one year” or “Amounts owed to affiliated undertakings becoming due and payable within one year” respectively. 2.10. Prepayments The Company reports under this caption expenditure incurred during the financial year but relating to a subsequent financial year. 2.11. Provisions Provisions are intended to cover losses or liabilities, the nature of which is clearly defined and which, at the date of the balance sheet, are either likely to be incurred or certain to be incurred but uncertain as to their amount or date on which they will arise. The Company participates in a defined benefit plan. This plan is financed internally via accruals which are determined by independent qualified actuaries using the aggregate cost method (percentage of payroll). The level of accruals exceeds the minimum financing requirement. In case of bankruptcy, the benefits are preserved through the PSVaG insolvency reinsurance. 2.12. Creditors Creditors are recorded at their reimbursement value or, if applicable, their residual amount. Notes to the annual accounts for the year ended 31 December 2021 17 3. BALANCE SHEET 3.1. Intangible assets At 31 December 2021, “Intangible assets” mainly consisted of licences which are recorded and amortised according to the policies described in Note 2.4. In 2021, “Intangible assets” consisted of: Acquisition cost at 31.12.2020 9,813,994 Disposal (341,746) Acquisition cost at 31.12.2021 9,472,248 Accumulated value adjustments at 31.12.2020 (9,813,994) Disposal 341,746 Accumulated value adjustments at 31.12.2021 (9,472,248) Net book value at 31.12.2020 - Net book value at 31.12.2021 - 3.2. Tangible assets In 2021, “Tangible assets” consisted of: Plant and Other fixtures and Total machinery fittings, tools and equipment Acquisition cost at 31.12.2020 4,685 268,414 273,099 Additions 3,821 - 3,821 Acquisition cost at 31.12.2021 8,506 268,414 276,920 Accumulated value adjustments at 31.12.2020 (4,685) (268,414) (273,099) Depreciation charges for the year (688) - (688) Accumulated value adjustments at 31.12.2021 (5,373) (268,414) (273,787) Net book value at 31.12.2020 - - - Net book value at 31.12.2021 3,133 - 3,133 Notes to the annual accounts for the year ended 31 December 2021 18 3.3. Financial assets Shares In 2021, “Shares” evolved as follows: Shares in affiliated undertakings Investments held as fixed assets Acquisition cost at 31.12.2020 5,510,362,504 1,383,631 Acquisition cost at 31.12.2021 5,510,362,504 1,383,631 Accumulated value adjustments at 31.12.2020 (5,716,000) - Accumulated value adjustments at 31.12.2021 (5,716,000) - Net book value at 31.12.2020 5,504,646,504 1,383,631 Net book value at 31.12.2021 5,504,646,504 1,383,631 3.3.1. Shares in affiliated undertakings Details of shares Name of the company Legal form Country Activity Direct % held Acquisition cost Accumulated value adjustments Net Equity at 2020 year-end (last period closed) (1) Result for 2020 (last period closed) (1) Shares in affiliated undertakings CLT-UFA SA Luxembourg Holding/TV/Radi o 99.7 5,504,066,504 - 5,504,066,504 4,267,263,714 250,473,407 Grundy International Operations Ltd Antigua and Barbuda Holding 100 5,116,000 (5,116,000) - 66,199 (2) - (2) Fremantle Productions Asia Ltd Hong Kong Production 100 1,180,000 (600,000) 580,000 670,950 (2) (34,049) (2) 5,510,362,504 (5,716,000) 5,504,646,504 (1) Except unless otherwise stated, amounts on a 100% basis before dividend distribution, if any, and converted at 2020 closing rate, if required (2) Amounts according to unaudited IFRS accounts for 2020 converted at 2020 closing rate The Board of Directors considered the valuation of the shares and concluded that no valuation adjustment was required. Notes to the annual accounts for the year ended 31 December 2021 19 3.3.2. Loans to affiliated undertakings In 2021, “Loans to affiliated undertakings” evolved as follows: Gross amount at 31.12.2020 1,699,523,704 Additions 124,105,391 Interest income 15,149,704 Reimbursements (15,143,843) Transfers to "Amounts owed by affiliated undertakings" (2,722,768) Gross amount at 31.12.2021 1,820,912,188 Accumulated value adjustments at 31.12.2020 - Accumulated value adjustments at 31.12.2021 - Net book value at 31.12.2020 1,699,523,704 Net book value at 31.12.2021 1,820,912,188 At 31 December 2021, “Loans to affiliated undertakings” consisted of the following: - Loan of €1,695,000,000 originally granted to RTL Group GmbH in two tranches of €1,100,000,000 on 25 September 2019 and €595,000,000 on 31 December 2019, bearing interest at a rate of 0.85% and with maturity date of 25 September 2024. The interest accrued on the loan at 31 December 2021 amounted to €1,800,936 (2020: €1,800,938); - Loan of €124,105,391 granted to CLT-UFA Germany GmbH on 30 June 2021, bearing interest at a rate of 0.85% and with maturity date of 30 June 2026. The interest accrued on the loan at 31 December 2021 amounted to €5,861 (2020: € nil). The loan of HRK 20,441,667 granted to RTL Hrvatska d.o.o. on 15 April 2019, bearing interest at Zibor 3 months plus a margin of 1.5% and with maturity date of 17 October 2022 as well as accrued interest thereon of €2,722,768 was transferred to “Amounts owed by affiliated undertakings” in line with the remaining maturity. In 2021, total interest income amounted to €15,149,704 (2020: €19,431,608). The Board of Directors considered the valuation of the loans and concluded that no valuation adjustment was required. 3.3.3. Investments held as fixed assets At 31 December 2021, “Investments held as fixed assets” related to a 10 per cent stake held in Bertelsmann Business Support Sarl. A 25-year shareholders agreement has been concluded between Bertelsmann SE & Co KGaA and RTL Group SA. The shareholders agreement stipulates that 50 per cent of the aggregate amount of corporate and trade tax that, in the absence of existing tax losses carried forward of Bertelsmann Business Support Sarl, if any, would have otherwise been incurred by the Company, will be paid to RTL Group SA as a preferred dividend with a minimum amount of €1 million per year. The minimum dividend of €1 million became payable as from 2016 onwards. In 2021, total dividends of €1,000,000 (2020: €1,815,097), including the third minimum dividend of €1 million were recognised following the approval of the annual accounts 2020 of Bertelsmann Business Support Sarl. Name of the company Legal form Country Activity Direct % held Acquisition cost Accumulated value adjustments Net Equity at 2020 year-end (last period closed) (1) Result for 2020 (last period closed) (1) Investments held as fixed assets Bertelsman Business Support Sarl Luxembourg Financing, provision of services 10 1,383,631 - 1,383,631 2,399,061,648 (41,027,719) 1,383,631 - 1,383,631 (1) Except unless otherwise stated, amounts on a 100% basis before dividend distribution, if any, and converted at 2020 closing rate, if required Notes to the annual accounts for the year ended 31 December 2021 20 3.4. Debtors 3.4.1. Amounts owed by affiliated undertakings - RTL Group companies At 31 December 2021, amounts owed by RTL Group companies consisted of: - Cash pooling with a number of Group companies in multiple currencies for €427,873,173 (2020: €240,604,310) less a value adjustment of €5,940,451 (2020: €11,495,512), bearing interest at an adjusted EONIA / LIBOR rate as described in Note 2.9. and without maturity date. Total interest income during the year 2021 amounted to €2,236,987 (2020: €1,920,966) (Note 4.7.); - Loan of HRK 20,441,667 (€2,719,645) (2020: €986,612) granted to RTL Hrvatska d.o.o. on 15 April 2019, bearing interest at Zibor 3 months plus a margin of 1.5% and with maturity date of 17 October 2022 transferred in from “Loans to affiliated undertakings”. The interest accrued on the loan at 31 December 2021 amounted to HRK 75,736 (€10,076) (2020: €3,484); - Loan of IDR 6,000,000,000 (€371,849) (2020: € nil) granted to PT Dunia Visitama Produksi on 23 August 2021 in two tranches of IDR 3,000,000,000 each, bearing interest at 5.32% and 5.35% respectively and both with maturity date 23 August 2022. The interest accrued on the loan at 31 December 2021 amounted to IDR 101,120,547 (€4,058) (2020: € nil); - A renewed loan of €8,700,000 (2020: €8,700,000 fully impaired) granted to FremantleMedia España SA on 31 March 2021, bearing interest at a rate of Euribor 3 months plus a margin of 3% and with maturity date of 1 July 2022. The interest accrued on the loan at 31 December 2021 amounted to €216,983 (2020: €227,759). The loan is fully impaired; - Trade accounts receivable with a number of group companies for €1,553,240 (2020: €2,465,488) without interest and maturity date. The loan of €100,000,000 originally granted to Société Immobilière Bayard d’Antin SA on 2 December 2019, the loan of GBP 81,297,726 granted to FremantleMedia Group Ltd on 17 November 2020 as well as the loan of USD 30,000,000 granted to Fremantle Productions North America Inc on 2 December 2020 matured in 2021 and were collected as planned. Refer to Note 4.7. for details on "Other interest receivable and similar income derived from affiliated undertakings". 3.4.2. Amounts owed by affiliated undertakings – shareholder Deposits Bertelsmann SE & Co. KGaA In 2006, RTL Group SA entered into a Deposit Agreement with Bertelsmann SE & Co. KGaA, the main terms of which are the following at 31 December 2021: • Interest rates are based on EONIA (floored to zero) plus 10 basis points • Bertelsmann SE & Co. KGaA grants to RTL Group as security for all payments due by Bertelsmann SE & Co. KGaA a pledge on: • All shares of its wholly owned French subsidiary Média Communication SAS • All shares of its wholly owned Spanish subsidiary Media Finance Holding SL (Arvato excluded) • All shares of its wholly owned German subsidiary RM Hamburg Holding GmbH (former Gruner + Jahr GmbH) • All shares of its wholly owned English subsidiary Bertelsmann UK Ltd (Arvato excluded). The shares of RM Hamburg Holding GmbH (former Gruner + Jahr GmbH) and shares of Bertelsmann UK Ltd have also been granted as pledge by Bertelsmann SE & Co. KGaA to CLT-UFA SA, a subsidiary of RTL Group, in connection with the accounts receivable related to PLP and Compensation Agreements as defined below. On 22 December 2011, RTL Group GmbH (former RTL Group Deutschland GmbH), a Group company, and Bertelsmann SE & Co. KGaA entered into an agreement related to the deposit of surplus cash by RTL Group GmbH with the shareholder. To secure the deposit, Bertelsmann pledged to RTL Group GmbH its shares of RM Hamburg Holding GmbH (former Gruner + Jahr GmbH). Notes to the annual accounts for the year ended 31 December 2021 21 On 26 March 2021, an amendment to the pledge agreement was signed between RTL Group SA, RTL Group GmbH, CLT-UFA SA, Bertelsmann SE & Co. KGaA, Reinhard Mohn GmbH and Bertelsmann Business Support Sarl that precises the valuation methodology of the pledged shares and that grants to RTL Group an additional pledge on all current repayment claims of Bertelsmann Business Support Sarl against RTL Group GmbH under the Term Loan Facility of €500m. At 31 December 2021, the deposit of RTL Group GmbH with Bertelsmann SE & Co. KGaA amounted to €458 million (2020: €563 million). The interest income for the period is € nil million (2020: € nil million). On 30 April 2021, Bertelsmann, Inc signed a promissory note for a total amount of USD 705m. On 1 September, an amended version was signed including a remuneration of five basis points on the outstanding amount. At 31 December 2021, the outstanding amount was EUR-equivalent €336 million (2020: € nil million). The interest income/expense for the year is € nil million (2020: € nil million). Loans from Bertelsmann SE & Co. KGaA and Bertelsmann Business Support Sarl On 7 March 2013, RTL Group GmbH and Bertelsmann SE & Co. KGaA entered into a shareholder loan agreement pursuant to which Bertelsmann makes available a term loan facility in the amount of €500 million and a revolving and swing line facility in the amount of up to €1 billion. The revolving loan terminated in February 2018. RTL Group has re-negotiated an extension for another five-year period. The main terms of these facilities are: • Term loan facility of €500 million until 7 March 2023 bearing a fixed interest rate of 2.713 per cent per annum; RTL Group SA has the right to early repay the loan subject to break costs. On 23 June 2016, the term loan facility of €500 million was transferred from Bertelsmann SE & Co. KGaA to Bertelsmann Business Support Sarl controlled by Bertelsmann Luxembourg Sarl. At 31 December 2021, the term loan balance amounts to €500 million (2020: €500 million). The fair value of the 10-year-term facility − calculated as the present value of the payments associated with the debt and based on the applicable yield curve and RTL Group credit spread − amounts to €538 million (2020: €537 million) • The interest rates for loans under the revolving and swingline facility are EURIBOR (floored at zero per cent) plus a margin of 0.40 per cent per annum, and EONIA (floored at zero per cent) plus a margin of 0.40 per cent per year, respectively. A commitment fee of 30 per cent of the applicable margin is payable on the undrawn amount of the total credit facility. At 31 December 2021, the total of revolving and swingline loan amounts to €nil million (2020: €nil million). The interest expense for the period amounts to €14 million (2020: €14 million). The commitment fee charge for the period amounts to €1.2 million (2020: €1.2 million). 3.4.3. Other debtors At 31 December 2021, “Other debtors” mainly related to the Group’s foreign exchange derivative assets of €59,601,775 (2020: €40,042,805), thereof €30,577,939 contracted with affiliated undertakings (2020: €21,799,350). Out of the total amount, €13,518,554 (2020: 10,830,084) were due after more than one year, thereof €5,128,558 contracted with affiliated undertakings (2020: €3,008,585). They also included VAT receivable of €1,906,272 (2020: €5,733). Notes to the annual accounts for the year ended 31 December 2021 22 3.5. Capital and reserves The changes in capital and reserves during the year are summarised in the table below: Subscribed capital Share premium account Legal reserve Other non available reserves Profit or loss brought forward Profit or loss for the financial year Total At 31.12.2020 191,845,074 4,691,802,190 19,184,507 7,071,800 708,651,448 4,627,791 5,623,182,810 Allocation of 2020 result - - - - 4,627,791 (4,627,791) - Profit or loss for the financial year - - - - - 70,963,534 70,963,534 Dividend distribution - - - - (464,228,418) (464,228,418) At 31.12.2021 191,845,074 4,691,802,190 19,184,507 7,071,800 249,050,821 70,963,534 5,229,917,926 Changes in capital and reserves can be explained by: - The profit for the financial year 2021; The allocation of the profit for the year ended 31 December 2020 by the Annual General Meeting of shareholders held on 28 April 2021, which decided the allocation of the profit for the financial year 2020 of €4,627,791 to “Profit or loss brought forward” and the payment of a dividend of €3 per share (total amount of €464,228,418). 3.5.1. Subscribed capital At 31 December 2021, the subscribed capital amounted to €191,845,074 (2020: €191,845,074) and was represented by 154,742,806 shares (2020: 154,742,806), all fully paid-up and without designation of nominal value. All shares had equal rights and obligations. The Company has appointed ING Luxembourg as depository for its bearer shares to comply with the law of 28 July 2014 regarding the immobilisation of bearer shares in Luxembourg. 3.5.2. Legal reserve In accordance with Luxembourg company law, the Company is required to allocate a minimum of 5% of its net profit for each financial year to a legal reserve. This requirement ceases to be necessary once the balance of the legal reserve reaches 10% of the subscribed share capital. The legal reserve is not available for distribution to the shareholders. 3.6. Provisions 3.6.1. Provision for pensions and similar obligations The provisions for pensions at 31 December 2021 represented commitments from the Company towards current and former employees and amounted to €16,119,543 (2020: €15,443,468). 3.6.2. Other provisions At 31 December 2021 and 2020, “Other provisions” mainly related to provisions linked to the restructuring of the Company’s activities. The provision for restructuring had been set up in 2019 for the reorganisation of the Corporate Center in Luxembourg. Notes to the annual accounts for the year ended 31 December 2021 23 3.7. Creditors 3.7.1. Amounts owed to affiliated undertakings At 31 December 2021, "Amounts owed to affiliated undertakings" consisted of: - Cash pooling account payable with a number of Group companies in various currencies. At 31 December 2021, the corresponding liability amounted to €2,518,093,841 (2020: €2,007,977,171), of which €1,166,035,003 towards RTL Group GmbH (2020: €998,272,915), €852,836,035 towards CLT-UFA SA (2020: €648,546,227), €166,133,946 towards RTL Nederland Holding BV (2020: €47,014,097), €108,362,711 towards RTL Group Beheer BV (2020: €77,033,183) and €48,391,745 towards RTL Belgium SA (2020: €85,844,907). Total interest expense during the year 2021 amounted to €298,184 (2020: €225,542) (Note 4.9.); - Trade creditors with a number of Group companies for €2,159,993 (2020: €4,539,893) without interest and maturity date. No interest was accrued on the amounts owed to affiliated undertakings at 31 December 2021 (2020: nil). 3.7.2. Tax authorities The Company is subject in Luxembourg to the general tax regulations applicable to all companies. The Company has received final assessments up to 2018 for corporate income tax and up to 2019 for net wealth tax. From 1 January 2001, the Company is part of a tax unity including other Luxembourg Group companies. Unused tax losses existing at 31 December 2021, for the tax unity in Luxembourg, amounted to €4,050 million (2020: €4,089 million) out of which €4,043 million (2020: €4,083 million) can be carried forward indefinitely. The remaining €7 million (2020: €6 million) will expire in 2035. In the case where one or several Group companies would have taxable income, these companies would not record income tax charges (towards RTL Group), respectively RTL Group would not record income tax profits (towards the Group companies) as long as the tax unity would benefit from unused tax losses. 3.7.3. Other creditors At 31 December 2021, “Other creditors” mainly related to the Group’s foreign exchange derivative liabilities of €54,315,955 (2020: €38,815,515), thereof €37,376,296 contracted with affiliated undertakings (2020: €20,835,163). Out of the total amount, €12,623,710 (2020: €9,404,480) were due after more than one year, thereof €8,117,855 contracted with affiliated undertakings (2020: €6,661,110). They also included accounts payable to employees of €2,538,047 (2020: €1,759,280), thereof €1,604,904 (2020: €1,759,280) due within one year Notes to the annual accounts for the year ended 31 December 2021 24 4. PROFIT AND LOSS ACCOUNT 4.1. Other operating income In 2021, “Other operating income” included recharges of services and other one-off effects and can be broken down as follows: 2021 2020 Recharges to Group companies Administrative and management services 4,879,569 3,653,378 Other - 211,136 4,879,569 3,864,514 Other Release of accruals - 1,430,257 Miscellaneous 2,307,063 105,830 2,307,063 1,536,087 Total 7,186,632 5,400,601 4.2. Other external expenses In 2021, “Other external expenses” consisted of: 2021 2020 General expenses 4,902,494 8,378,212 Consulting fees 4,703,145 3,805,853 Total 9,605,639 12,184,065 “General expenses” included fees related to the Company’s auditor (KPMG in 2021 and 2020), regarding continuing operations as follows: 2021 2020 Audit services pursuant to legislation 360,290 375,290 Other services 407,963 55,650 Total 768,253 430,940 4.3. Staff costs In 2021, the Company had an average of 13 employees (2020: 49) who were dedicated to corporate functions. The significant decrease in headcount and staff costs was due to the continuing transfer of activities to an affiliated undertaking. Notes to the annual accounts for the year ended 31 December 2021 25 4.4. Value adjustments in respect of current assets In 2021 and 2020, “Value adjustments in respect of current assets” related to reversals of value adjustments on cash pooling accounts receivable and short-term loans to affiliated undertakings. 4.5. Other operating expenses In 2021, “Other operating expenses” mainly related to non-deductible VAT of €1,606,142 (2020: €3,574,213), attendance fees for Board members of €1,349,342 (2020: €1,365,370) and IT licence charges of €483,767 (2020: €1,402,179). 4.6. Income from participating interests During 2021, “Income from participating interests” evolved as follows: 2021 2020 CLT-UFA S.A. dividend 59,085,645 - Gain from sale of Clypd Inc. - 274,045 Total 59,085,645 274,045 In 2020, the gain from the sale of Clypd Inc. related to a collection made from an amount previously held in escrow. 4.7. Other interest receivable and similar income derived from affiliated undertakings In 2021, “Other interest receivable and similar income derived from affiliated undertakings” consisted of: 2021 2020 Foreign exchange gains, net 40,187,940 51,641,460 Interest on loans and advances 4,218,440 5,072,616 Interest on cash pooling arrangements 2,236,987 1,920,966 Total 46,643,367 58,635,042 “Foreign exchange gains, net” consisted of the following: 2021 2020 Realised net foreign exchange gains 16,177,732 5,527,381 Unrealised net foreign exchange gains 1,901,793 267 Realised net foreign exchange gains on foreign currency derivatives 8,372,464 4,360,390 Unrealised net foreign exchange gains on foreign currency derivatives 13,735,951 41,753,422 Total 40,187,940 51,641,460 Notes to the annual accounts for the year ended 31 December 2021 26 4.8. Other interest and similar income In 2021, “Other interest and similar” income mainly related to net foreign exchange gains which consisted of the following: 2021 2020 Foreign exchange gains, net 14,071,139 5,251,548 Total 14,071,139 5,251,548 “Foreign exchange gains, net” consisted of the following: 2021 2020 Realised net foreign exchange gains 2,250,065 83,378 Unrealised net foreign exchange gains - 7,447 Realised net foreign exchange gains on foreign currency derivatives - 5,160,723 Unrealised net foreign exchange gains on foreign currency derivatives 11,821,074 - Total 14,071,139 5,251,548 4.9. Interest payable and similar expenses concerning affiliated undertakings In 2021, “Interest payable and similar expenses concerning affiliated undertakings” consisted of: 2021 2020 Foreign exchange losses, net 28,713,840 34,338,488 Interest on cash pooling arrangements 298,184 225,542 Total 29,012,024 34,564,030 “Foreign exchange losses, net” consisted of the following: 2021 2020 Realised net foreign exchange losses 1,712,902 6,850,240 Unrealised net foreign exchange losses 343 12,811,035 Realised net foreign exchange losses on foreign currency derivatives 5,502,101 10,635,788 Unrealised net foreign exchange losses on foreign currency derivatives 21,498,494 4,041,425 Total 28,713,840 34,338,488 4.10. Other interest and similar expenses In 2021, “Other interest payable and similar expenses” consisted of: 2021 2020 Foreign exchange losses, net 25,353,956 21,269,859 Financial expenses for guarantees 2,033,034 2,107,070 Loss on disposal of own shares - 1,729,534 Total 27,386,990 25,106,463 Notes to the annual accounts for the year ended 31 December 2021 27 “Foreign exchange losses, net” consisted of the following: 2021 2020 Unrealised net foreign exchange losses 1,892,758 - Realised net foreign exchange losses on foreign currency derivatives 23,461,198 - Unrealised net foreign exchange losses on foreign currency derivatives - 21,269,859 Total 25,353,956 21,269,859 4.11. Other taxes not shown under items 1 to 16 In 2021, “Other taxes not shown under items 1 to 16” related to net wealth tax of €585,785 (2020: €524,515) and foreign withholding tax of € nil (2020: €24,069). 5. RELATED PARTIES TRANSACTIONS At 31 December 2021, the principal shareholder of the Company was Bertelsmann Capital Holding GmbH, a company incorporated under German law. Bertelsmann Capital Holding GmbH held 76.28% (2020: 76.28% of the shares of the Company. During the year 2021, all transactions entered into with related parties have been done at arm’s length. 5.1. Transactions with shareholders In 2021, “Transactions with shareholders” amounted to €583,260 (2020: €1,054,603). Both in 2021 and 2020, they primarily related to recharges from the shareholder to the Company for corporate functions and IT licences sourced centrally. 5.2. Transactions with key management personnel Transactions with key management personnel can be summarised as follows: In € million 2021 2020 Short-term benefits 1,4 5,0 Long-term benefits 0,3 0,0 Total 1,7 5,0 5.3. Directors’ fees In 2021, a total of €1,349,342 (2020: €1,365,370) was allocated in the form of attendance fees to the members of the Board of Directors of RTL Group. Notes to the annual accounts for the year ended 31 December 2021 28 6. OFF-BALANCE SHEET COMMITMENTS 6.1. Outstanding forward currency contracts At 31 December 2021, in accordance with the foreign currency management policy described in Note 2.3. RTL Group has entered into foreign currency derivative contracts with banking institutions (external) and with Group companies (internal). The net foreign currency exposure resulting from the open contracts at year-end can be detailed as follows: Currency With banking institutions With Group companies AUD 4,468,011 (4,449,389) CAD (51,759,389) 51,758,206 CHF (40,432,835) 40,428,435 DKK (579,603) 559,381 GBP 20,899,012 (21,607,286) HUF (7,279,696,347) 6,853,982,324 IDR (6,000,000,000) - PLN (398) (13,722) RON 2,000 - MXN 599,934,000 (600,000,000) SEK 108,492 (152,519) SGD 3,195,586 (3,192,306) USD (18,585,062) 16,916,732 ZAR (3,684,423) 3,663,616 In the table, the positive amounts correspond to a sale of the related currency (short position) and the negative amounts correspond to a purchase of the related currency (long position). 6.2. Guarantees and other similar commitments The Company has given guarantees and other similar commitments to third parties and to Group companies as detailed below: 2021 2020 Guarantees and other similar commitments to third parties 373,523,352 401,902,720 Other commitments to Group companies 1,388,079 3,173,652 The Company has issued letters of support to 12 affiliated undertakings domiciled in Croatia, France, Hong Kong, Luxembourg, the Netherlands, Singapore and the United Kingdom, confirming that the Company is able and willing to continue to provide financial support. 7. SUBSEQUENT EVENTS There have been no subsequent events for the Company. Subsequent events relating to the Group are disclosed in the consolidated financial statements. Management responsibility statement 29 MANAGEMENT RESPONSIBILITY STATEMENT We, Thomas Rabe, Chief Executive Officer, Elmar Heggen, Chief Operating Officer and Deputy Chief Executive Officer and Björn Bauer, Chief Financial Officer, confirm, to the best of our knowledge, that these 2021 annual accounts which have been prepared in accordance with the Luxembourg amended law dated 19 December 2002, give a true and fair view of the assets, liabilities, financial position and profit or loss of RTL Group and that the Directors’ report includes a fair review of the development and performance of the business and the position of RTL Group, together with a description of the principal risks and uncertainties that they face. Luxembourg, 16 March 2022 Thomas Rabe Elmar Heggen Björn Bauer Chief Executive Officer Chief Operating Officer Chief Financial Officer Deputy Chief Executive Officer