Notice of AGM and EGM

RNS Number:8426T
RTL Group
29 March 2002


                                                  Luxembourg, 28 March 2002


Ref.: 1) Annual General Meeting RTL Group 17 April 2002
      2) Extraordinary General Meeting RTL Group 17 April 2002


Please find below for your information a copy of the convening notice to the 
Annual General Meeting of the shareholders of the Company to be held on 17 April 
2002 at 3.00 p.m. at the registered office.

The convening notice will be published in newspapers and sent to the registered 
shareholders according to the Luxembourg law on the commercial companies dated 
10 August 1915, as being amended.

Furthermore, on the same day at 2.00 p.m. will be held an Extraordinary General 
Meeting of the shareholders of the Company with the following item on the 
agenda; (copy of the convening notice here below)

    "Setting at 14 the maximum number of directors for RTL Group, and therefore 
     modifying article 12 paragraph 1 of the articles of incorporation of the 
     Company."

Once modified, article 12 paragraph 1 of the articles of incorporation will be 
as follows:

   "The Company shall be managed by a Board of Directors made up of maximum 
    fourteen directors, who need not be shareholders and who are appointed by 
    the General Meeting of Shareholders for a term not exceeding six years."

The Director's report will include in its section "Post balance sheet events" 
the following explanation with respect to that change;

   "Since the termination on 31 January 2002 of the shareholders' agreement 
    dated 25 July 2000, and the resignation in 2001 of some Directors, the Board 
    of Directors has decided to convene an Extraordinary General Meeting of the
    Shareholders on 17 April 2002 in order to set at 14 the maximum number of 
    Directors for RTL Group and therefore to modify article 12 paragraph 1 of 
    the articles of incorporation of the Company which currently provides that 
    the number of Directors for RTL Group is 14."


Notice is hereby given of the Annual general meeting of RTL Group to be held, 
according to article 21, paragraph 1 of the RTL Group Articles of incorporation 
on
                    Wednesday April 17, 2002 at 3.00 pm

at the Company's registered office at 45 bid Pierre Frieden, L-1543 
Luxembourg-Kirchberg (Grand-Duchy of Luxembourg)

                                    AGENDA

1) Reports of the Board of Directors and reports of the auditors (on the 
   statutory and consolidated accounts relating to the financial year 2001)

2) Approval of the statutory and consolidated accounts as at 31 December 2001.

3) Allocation of results.

4) Discharge to the Directors and to the auditors.

5) Statutory appointments.

6) Miscellaneous.

In conformity with article 24 of the articles of incorporation, on April 10, 
2002 at the latest.

a) the registered shareholders who wish to attend the general meeting are 
   requested to inform the Company of their attendance; any proxies must arrive
   at the registered office of the Company at the latest on 10 April 2002 
   (attn. Mrs Carine Back).

b) the holders of bearer shares who wish to attend the general meeting must 
   deposit their shares at the registered office or at one of the following 
   institutions :

     - in Luxembourg:           Dexia-B.I.L.

     - in Belgium:              Banque Bruxelles Lambert

                                                       The Board of Directors



Notice is hereby given of the Extraordinary general meeting of RTL Group to be 
held on
                    Wednesday April 17, 2002 at 2.00 pm

at the Company's registered office at 45 bld Pierre Frieden, L-1543 
Luxembourg-Kirchberg (Grand-Duchy of Luxembourg)

                                    AGENDA

1) Setting at 14 the maximum number of directors for RTL Group, and therefore 
   modifying article 12, paragraph 1, of the articles of incorporation of the 
   Company.

2) Miscellaneous

In conformity with article 24 of the articles of incorporation, on April 10, 
2002 at the latest.

a) the registered shareholders who wish to attend the general meeting are 
   requested to inform the Company of their attendance; any proxies must arrive 
   at the registered office of the Company at the latest on 10 April 2002 
  (attn.Mrs Carine Back).

b) the holders of bearer shares who wish to attend the general meeting must 
deposit their shares at the registered office or at one of the following 
institutions:

     - in Luxembourg:           Dexia-B.I.L.

     - in Belgium:              Banque Bruxelles Lambert

                                                       The Board of Directors


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