Press / 2002

Friday 31 May 2002



- Resolutions passed with large majority
- Approval of acts withheld for former Managing   Board member Claus-Dieter Grabner
- Integration into VIVA Group and concentration on
  core business have already produced a noticeable
  return to the profit zone in 1st quarter of 2002

Cologne, 31 May 2002 – The ordinary annual general meeting of the shareholders of BRAINPOOL TV AG took place as in the year before in the "Capitol" in Cologne in which BRAINPOOL produces the TV format "TV total" four times a week with Stefan Raab.
The 45 or so shareholders of BRAINPOOL TV AG present represented approximately 96 per cent of the voting rights in the company. With a holding of just under 96 per cent VIVA Media AG of Cologne is the largest shareholder in BRAINPOOL TV AG.

All resolutions proposed were adopted with a large majority. The Managing Board of BRAINPOOL presented the finalised financial statements for the year ending 31 December 2001 together with their management report and the report from the Supervisory Board and explained salient points of the business figures and the future strategy of BRAINPOOL as a member of the VIVA Group.

In the 2001 fiscal year BRAINPOOL managed to generate a distinct increase in revenues of more than EUR 52 million but still had to record a loss for the year of more than EUR 17 million mainly due to the company’s ill-fated involvement in the printing business and higher amortisation of investments in associates in Germany and abroad.

For the 2002 fiscal year, BRAINPOOL has set its sights on a return to the profit zone. The concentration on its core business, the production of TV formats in Germany, linked with the take-over of the company by the VIVA Group, has shown good successes in the first months. In the first quarter of 2002 BRAINPOOL has already managed to make a return to the profit zone with an EBIT figure of more than EUR 1.4 million. BRAINPOOL intends to continue this positive trend as a member of the VIVA Group.

The motion to approve the acts of the Managing Board and the Supervisory Board was passed with a very large majority. Approval was only withheld for the former member of the BRAINPOOL Managing Board, Claus-Dieter Grabner, who was, amongst others, responsible for the printing business which was terminated in the summer of 2001.

In addition the AGM approved the election of Ernst & Young Deutsche Allgemeine Treuhand AG, Wirtschaftsprüfungsgesellschaft, of Düsseldorf, as auditors for the company for the financial year 2002 with a very large majority.

Another item on the agenda was the motion with regard to the wish of VIVA Media AG to transfer the shares of all "minority shareholders" to VIVA Media AG. The ruling contained in the German Companies’ Act (§§ 327 a ff. Aktiengesetz) in force since the beginning of 2002 provides that minority shareholders may be excluded provided they are given a reasonable cash settlement. VIVA Media AG has set the amount for this cash settlement at EUR 3.70 after comprehensive valuation of the company. The cash settlement fixed exceeds the calculated going-concern value per individual share entitled to dividend by 2.5 per cent and is even just under 4 per cent above the average weighted quoted stock exchange share price per BRAINPOOL share (final price quoted at Frankfurt Stock Exchange) in the period of three months ended on 15 April 2002, the day on which the report from VIVA Media AG was completed.

In the vote which followed, the AGM adopted the motion to exclude minority shareholders against the proposed cash settlement to the sum of EUR 3.70 again with a very large majority.

Dieter Gorny, CEO of BRAINPOOL TV AG: "The return to the profit zone already in the first quarter of 2002 shows that we are in the absolutely right position with the strategic reorientation of BRAINPOOL TV AG to concentrate on its core business of TV production in Germany. The take-over of BRAINPOOL by the VIVA Group and the successful integration which is taking place is being generally acclaimed by the capital market as evidenced by the thoroughly positive comments in bank studies."

Press contact
Im Mediapark 7
D-50670 Cologne

Corporate Communications
Katrin M. Mehler
Tel: +49(221) 5744 1100

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