RTLGroup

Transaction in Own Shares • Sep 15, 2025

Press release

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Regulated information: disclosure of inside information according to article 17 MAR

RTL Group announces the results of public share buyback offer

• − RTL Group will buy back 3.17 million own shares at €37.85 per share
• − Settlement anticipated to take place on 17 September 2025
• − Treasury shares can be used to settle fully or partially the potential variable consideration for the acquisition of Sky Deutschland (DACH)

Luxembourg, 15 September 2025 – RTL Group today announced the final results of its public share buyback offer pursuant to the offer document dated 3 September 2025, published on RTL Group's website.

Upon expiry of the acceptance period on 12 September 2025, 16:00 (CEST), 3,166,052 RTL Group shares have been validly tendered within the purchase price range of €30.85 to €37.85 per share.

RTL Group has decided to accept valid tenders in accordance with the offer document for all 3,166,052 shares (the "Final Offer Volume").

Accordingly, the final purchase price is set at €37.85 per share, being the price within the given price range at which RTL Group can, based on the tenders received, purchase the Final Offer Volume.

In line with the terms of the offer, settlement is anticipated to take place on 17 September 2025, when RTL Group will pay the price against delivery of the shares.

In accordance with the irrevocable undertaking by Bertelsmann and the terms and conditions, including the allocation and pro-rata allocation rules set out in the offer document, RTL Group will purchase all 2,000,000 shares validly tendered by Bertelsmann (which are included in the total of 3,166,052 shares to be purchased).

The share buyback allows RTL Group to build a portfolio of treasury shares which it can use to fully or partially settle the potential variable consideration for the acquisition of Sky Deutschland, or as compensation for other future acquisitions.

Hence RTL Group intends to continue its share buyback, up to an additional volume of around 0.8 million shares, through open-market transactions. This would bring the total volume of the share buyback up to 4 million shares, which was the initial target of the public share buyback offer.

Disclaimer /
Important
Notice

This announcement is for information purposes only and does not constitute an invitation to sell, or an offer to purchase securities. The final terms and further provisions regarding the public share buyback offer were disclosed in the offer document.

This release may not be published, distributed, or transmitted in the United States, Canada, Australia, or Japan. This release is not directed to or intended for distribution to or use by any person or entity that is a citizen or resident or located in any locality, state, country, or other jurisdiction where such distribution, publication, availability, or use would be contrary to law or regulation, or which would require any registration or licensing within such jurisdiction.

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Contacts

RTL Group Media & Investor Relations

Oliver Fahlbusch +352 2486 5200 Oliver.Fahlbusch@rtl.com Irina Mettner-Isfort +49 221 456 56410 Irina.Mettner.Isfort@rtl.com

About RTL Group

RTL Group is a leading entertainment company across broadcast, streaming, content and digital, with interests in 52 television channels, six streaming services and 37 radio stations. The Group's families of TV channels are either number one or number two in five European countries, while RTL Group owns or has interests in radio stations in France, Germany, Spain and Luxembourg. RTL Deutschland is the Group's largest business unit and Germany's first cross-media champion, operating across TV, streaming, radio, digital and publishing. RTL Group's streaming services include RTL+ in Germany and Hungary, and M6+ in France. Fremantle is one of the world's largest creators, producers and distributors of scripted and unscripted content, and is responsible for more than 11,000 hours of programming per year, alongside an international network of teams operating in 28 countries. The streaming tech company Bedrock, the ad-tech company Smartclip and the social media company We Are Era are also owned by RTL Group. As a market leader, RTL Group strives to foster alliances and partnerships within the European media industry, for example by building a one-stop advertising sales house in Germany with AdAlliance and driving international advertising sales with RTL AdAlliance. Bertelsmann is the majority shareholder of RTL Group, which is listed on the Luxembourg and Frankfurt stock exchanges and included in the MDAX stock index.