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Company | Group Management | Group Financial | Corporate Governance | Report of the | Boards/Mandates | Additional Information<br />

Report Statements Supervisory<br />

Board<br />

Bertelsmann sees environmental and climate protection as a<br />

key aspect of its corporate responsibility. Climate change presents<br />

one of the greatest challenges of the twenty-fi rst century.<br />

It is with this in mind that the Bertelsmann Executive Board<br />

introduced a climate protection strategy in 2008. One element<br />

of this strategy is a Group-wide climate balance sheet, which<br />

was compiled for the fi rst time in 2009 and included some<br />

1.5 million tons of greenhouse gas emissions (CO 2 equivalents).<br />

An auditing fi rm reviewed the quality with which the<br />

climate balance sheet was compiled: the procedure for collecting<br />

Group-level data and the methodology used in calculating<br />

the carbon footprint. Th e audit found that the procedure meets<br />

the customary, relevant standards and methods currently in<br />

practice. Th e climate balance sheet is the key starting point for<br />

eff orts to reduce carbon dioxide and other greenhouse gases.<br />

Other elements of the climate protection strategy include notifying<br />

and involving employees and external stakeholders to a<br />

greater extent and identifying so-called “green business models.”<br />

An international body made up of environmental experts<br />

from all divisions is responsible for implementing the strategy<br />

and other environmental and climate protection concepts and<br />

programs.<br />

Other Information<br />

Annual General Meetings<br />

On May 5, 2009, the Bertelsmann AG Ordinary General Meeting<br />

approved the appointment of Christa Gomez, deputy chair<br />

of the Corporate Works Council, to the Supervisory Board.<br />

Ms. Gomez succeeds the deceased Supervisory Board member<br />

Oswald Lexer. Details concerning changes in the makeup of the<br />

Supervisory Board are provided in the report by the Supervisory<br />

Board on page 154.<br />

Bertelsmann Annual Report 2009<br />

Signifi cant Events After the Balance Sheet Date<br />

On February 2, 2010, Bertelsmann asked the holders of the<br />

2001 profi t participation certifi cates to submit off ers to sell<br />

at a rate of 180 percent. When the off er expired on February<br />

22, 2010, the company had received offers to sell for<br />

2001 profi t participation certifi cates with a nominal value of<br />

€214.3 million, 43 percent of the outstanding volume.<br />

Bertelsmann accepted all offers to sell on February 23,<br />

2010. The previous maximum nominal buyback figure of<br />

€150 million was raised to €214.3 million in accordance with the<br />

conditions of the off er. Th e total purchase price therefore came to<br />

€385.7 million. Th e purpose of this initiative is to simplify the<br />

capital structure, since the profi t participation certifi cate has<br />

lost its original function as an equity instrument. Irrespective<br />

of the outcome of the public off er, Bertelsmann indicates its<br />

intention to buy back other outstanding profi t participation<br />

certifi cates on the market at a later time.<br />

Also in early February 2010, French RTL Group subsidiary<br />

M6 exercised a put option, selling its 5.1-percent investment<br />

in the French pay TV channel Canal Plus to Vivendi SA for<br />

€384 million.<br />

In February 2010, Bertelsmann AG’s Italian subsidiary<br />

Società Holding Industriale di Grafi ca S.p.A. agreed, in a preliminary<br />

contract with the Italian publishing company Arnoldo<br />

Mondadori S.p.A. to sell its 50 percent interest in Mondolibri<br />

S.p.A. Mondadori already holds 50 percent of Mondolibri, the<br />

Italian book club operated together with Bertelsmann.<br />

71

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