Remuneration report 3.14.2 Transaction Bonus 33 Based on article 6 of the RTL Group remuneration policy, in exceptional circumstances, RTL Group may temporarily derogate from the remuneration policy in order to serve the long-term interests and sustainability of RTL Group as a whole or to assure its viability. In 2021, RTL Group undertook several important transactions that go beyond RTL Group’s regular course of business. These transactions are an integral part of the strategic repositioning of RTL Group, aimed at at establishing national cross-media champions, and result in a significant change of RTL Group’s business portfolio and geographic footprint. In this context, the Nomination and Compensation Committee has approved the grant of an exceptional bonus (the “Transaction Bonus”) to Elmar Heggen for his significant contribution to the following transactions: disposal of BBTV, disposal of SpotX, merger of Groupe M6 with Groupe TF1, merger of RTL Nederland with Talpa, disposal of RTL Belgium and acquisition of Gruner + Jahr by RTL Deutschland. The related Transaction Bonus fulfills the conditions set by the remuneration policy, as they align the Executives’ interest with the shareholders’ interests and contribute to assuring RTL Group’s long-term viability. Elmar Heggen’s Transaction Bonus amounts to € 2,400,000 maximum across all transactions and is paid in two instalments for each transaction: 30 per cent of the amount allocated to each transaction vested and was payable at signature of the related transaction, 70 per cent of the amount allocated to each transaction will vest and be paid at closing of the related transaction. Accordingly, € 1,140,000 have been paid in 2021 to Elmar Heggen, in relation to the signature of all transactions and in relation to the closing of the BBTV and SpotX transactions, corresponding to 48 per cent of the maximum Transaction Bonus amount. The remaining portion of the Transaction Bonus will gradually become payable upon closing of the outstanding transactions. 3.14.3 LTIP Elmar Heggen participates in the RTL Group LTIP 2020 to 2022. The amount of variable remuneration earned by Elmar Heggen in his capacity as COO and Deputy CEO in 2021 under the LTIP 2020 to 2022 is € 1,200,000. 3.15 Complementary pension plan Elmar Heggen participates in the pension plan of RTL Group GmbH, as described in section 3.4. In addition, Elmar Heggen has a pension entitlement from the defined benefit plan at RTL Group S.A. as described in section 3.4 linked to previous years of employment. 3.16 Benefits 3.16.1 Accident insurance, which covers both death and disability This benefit represents € 333 for 2021. 3.16.2 Health benefits This benefit represents € 3,989 for 2021. 3.16.3 A company car financed via a car allowance amounting to € 19,800 for 2021. Exhibit 1 Earned 2021 Received 2021 Annual base salary Fixed allowances Director fees earned 2020 Other allowances: – Housing allowance Total fixed remuneration Variable remuneration: – STIP 2020 – STIP 2021 – Transaction Bonus – LTIP 2020 to 2022 annualised* Benefits: – Car allowance – Other benefits Total remuneration Thomas Rabe Elmar Heggen Thomas Rabe Elmar Heggen € per cent € per cent € € 600,000 874,399 188,603 85,601 600,000 874,399 188,603 85,601 600,000 40 24,000 1,172,603 24 600,000 24,000 1,172,603 900,000 60 1,440,000 1,140,000 1,200,000 208 1,500,208 19,800 4,322 4,976,725 – 100 29 23 24 – – 100 702,000 1,123,200 1,140,000 0 208 1,302,208 19,800 4,322 3,459,925 *Thomas Rabe does not participate in the LTIP