Abstimmungsverhalten

RTL Group S.A

Geplantes Abstimmungsverhalten der SdK auf der ordentlichen Hauptversammlung am 2019-04-26

TOP 1 Reports of the Board of Directors and of the approved statutory auditor (on the

statutory and consolidated accounts relating to the financial year 2018)

 

No vote

 

 

TOP 2 Approval of the statutory and consolidated accounts as at 31 December 2018

 

2.1. Approval of the 2018 statutory accounts

 

Agree

 

Reason: the accounts give good and complete information on the exercise 2018 and are validated by the auditor, CEO and CFO.

 

2.2. Approval of the 2018 consolidated accounts

 

Agree

 

Reason: the accounts give good and complete information on the exercise 2018 and are validated by the auditor, CEO and CFO

 

 

TOP 3 Allocation of results

Proposal to distribute a final gross dividend to shareholders fixed at EUR 3.00.- per share, to be deducted from the profit for the year 2018.

The allocation of results for the year is therefore shown as follows:

Share Premium as at 31 December 2018 EUR 4,691,802,190.-

Results brought forward EUR 446,023,311.-

Results for the year 2018 EUR 496,254,473.-

Interim dividend decided on 28 August and EUR - 154,555,519.- paid on 6 September 2018

Amount distributable EUR 5,479,524,455.-

Final dividend EUR - 463,708,518.-

 

Agree

 

Reason: Based on the average share price in 2018 (€63.07), the total dividends for the fiscal year 2018 of €4.00 per share (unchanged to previous year) represent a dividend yield of

6.3 % and a pay out quota of 92 % of the reported EPS.

 

 

TOP 4 Discharge to the directors and to the approved statutory auditor

 

Agree

 

Reason: The evolution of the businesses of RTL Group in 2018 was acceptable for shareholders and no facts are known that could affect discharge to be given.

 

 

TOP 5 Statutory appointments

 

5.1. Ratification of the co-optation of a non-executive director

It is proposed to ratify and confirm the appointment as director of Mr. Immanuel Hermreck. This appointment became effective as of 1st January 2019, for a term of office expiring at the end of the Ordinary General Meeting of Shareholders ruling on the 2020 accounts.

 

Agree

 

Reason: The person proposed represents the main shareholder of the company and seem to be able to conform with the requirements of the positions.

 

5.2. Renewal of the term of office of the approved statutory auditor of the statutory accounts and of the consolidated financial statements

It is proposed to decide to renew for a term of one year expiring at the end of the Ordinary General Meeting of Shareholders ruling on the 2019 accounts, the term of office of PricewaterhouseCoopers, société cooperative, as approved statutory auditor of the statutory accounts and of the consolidated financial statements.

 

Agree

 

Reason: There are no facts known that speak against the renewal of PWC as auditor of the accounts of the company and financial statements.

 

 

TOP 6 Renewal of the authorisation to acquire own shares

It is proposed to renew the authorisation to the Board of Directors, to acquire, in one or more transactions, a total number of shares of the Company not exceeding 150,000, for five years as from now. The purchase price per share 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 share over the last five trading days preceding every single acquisition

 

Agree

 

Reason: The buy-back authorization relates only to a small number of shares and the purchase price is fixed within a limited range that is acceptable.

 

 

TOP 7 Miscellaneous

 

No vote

 

Note: For objective reasons, the above-mentioned voting behaviour may be deviated from at the general meeting for legal reasons.