O P E N L E T T E R

On the findings of the journalistic investigation”BRIBERY IN FOOTBALL!”

TO WHOM IT MAY CONCENRN

Dear all,

Intact Media Group,

Exerting its right to the freedom of expression enshrined in the European Convention on Human Rights and the Romanian Constitution,

in order to provide accurate information on an extremely important topic and serving the public interest,

in view of the fact that the journalistic investigation conducted on the topic "Bribery in Football" has been completed, which involved the most thorough review from a journalistic and legal point of view, of the facts and circumstances notified by documents already disclosed to the public or that can be publicly accessed according to law, on the relationship between RCS & RDS S.A., Mr. IOAN BENDEI and other management members of the RCS & RDS SA stakeholders (ALEXANDRU OPREA, MIHAI DINEI, ZOLTAN TESZARI etc.), on the one hand and BODU SRL and Mr. Dragomir, president of the Professional Football League, on the other hand, and between RCS & RDS SA, the PROFESSIONAL FOOTBALL LEAGUE and ANTENNA TV GROUP S.A.

to reveal a more complete picture on the topic so that every interested person can draw their own conclusion as to the elements which before this letter have been disclosed by sources other than the Intact Media Group, as well as on the findings of this journalistic investigation

we hereby state the following:

RELEVANT FACTS AND CIRCUMSTANCES

(1)On April 08, 2008, between the Professional Football League (hereinafter "LPF"), on the one hand and the consortium made up of TV Antenna 1 SA (currently ANTENNA TV GROUP SA) and RCS & RDS SA, on the other hand, the Agreement for the TV rights assignment (hereinafter called " TV rights assignment contract")was concludedwith the scope of being granted exclusive rights for the television broadcasting of the football matches organized by the LPF in the football seasons 2008/2009, 2009/2010 and 2010/2011 in League I. TV rights assignment contract provided for the settlement of the total amount of EUR 84,999,999 plus VAT, payments that were to be made in equal installments, of EUR 28,333,333 each plus VAT on the following dates:

  1. May 15, 2008, for the football season 2008/2009;
  2. May 15, 2009, for the football season 2009/2010;
  3. May 15, 2010, for the football seaason 2010/2011.

(2) On July 22, 2008, after the first payment was made to the LPF, under the TV rights assignment contract, namely of the amount of EUR 28,333,333 plus VAT for the competition season 2008/2009 between TV ANTENA 1 S A (currently ANTENNA TV GROUP S.A.), RCS & RDS S. A. and CAMINA TRUST S.R.L an Association contract for the effective exploitation of those television rights was concluded (hereinafter called the "Association Agreement"), undertaken specifically through the GSP TV television station belonging to CAMINA TRUST SRL. Among other specific obligations, the key provisions read:

  1. The obligation assumed by the parties as payment to the LPF based on the TV rights assignment contract to be made by the TV ANTENA 1 SA (currently ANTENNA TV GROUP SA), in this regard RCS & RDS SA undertook it was bound to pay to the TV ANTENA 1 S.A. an amount of over EUR 24.000.000 including VAT / per each installment from the overall obligation due to LPF, to be made at least one week prior to the due date specified in the TV rights assignment contract;
  1. under the TV rights assignment Contract, the contractual obligations (including payment) were undertaken jointly, ie that LPF could unconditionally pursue any of the members of the consortium (TV ANTENNA 1 and RCS & RDS SA) for the right and whole performance of any and all contractual obligations;
  1. for the optimal implementation of the TV rights assignment contract, to guarantee the payment obligations made before the LPF, TV ANTENA 1 has assumed additional payment obligations, obtaining a letter of bank guarantee amounting to approximately 16,000,000 RON yield to the LPF.

(3)As on May 15, 2009 the payment of the second installment had to be made to the LPF under the TV rights assignment contract, ie the amount of EUR 28,333,333 plus VAT, RCS & RDS SA, UNDER THE SIGNATURE OF MR. ALEXANDRU OPREA, engaged on April 13, 2009 in a written correspondence with the LPF addressed to President Dumitru Dragomir, whereby invoking the global financial and economic crisis, the lack of own or attracted financial resources, was requesting inter alia, that the said amount be paid in two equal installments, IE HALF OF THE AMOUNT ON MAY 15, 2009 AND THE SECOND HALF OF THE AMOUNT ON JANUARY 10,2010. AS SHOWN BELOW, THE PAYMENT RESCHEDULING WAS NEVER FORMALY ACCEPTED BY THE SAID PARTIES (TV ANTENA 1 SA, RCS & RDS SA AND LPF) BUT WAS INFORMALLY AGREED BETWEEN RCS&RDS S.A., REPRESENTED BY ALEXANDRU OPREA AND DRAGOMIR DUMITRU AND USED IN THEIR OWN INTREST, HARMING TV ANTENA 1 S.A.

(4)During the period April 14 to April 29, 2009, due to the breach of contract committed by RCS & RDS SA, TV ANTENA 1 S.A. and CAMINA TRUST S.R.L addressed RCS & RDS SA, in the attention of Mr. Alexandru Oprea, several notifications calling for the immediate compliance with the contractual provisions and full performance and on term of the obligations assumed, particularly for the performance of the payment obligations to LPF, in order to remove the risk that the TV rights ASSIGNEMENT CONRACT be terminated, incurring payment of exorbitant penalties or of full payment to be made by TV ANTENA 1 alone of the total outstanding amount of EUR 56,666,666 plus VAT and have the bank guarantee letter issued in favor LPF by the TV Antena 1 cashed in.

RCS&RDS S.A., REFUSED TO COMPLY WITH CONTRACT PROVISIONS

(5)On April 29, 2009, due to the position adopted by RCS & RDS SA as shown in paragraph (4) above and in the context of extreme damage to the reputation, fairness and true spirit of the football competition (IN THE SAID PERIOD THERE WERE WIDELY PUBLICIZED SITUATIONS AND CIRCUMSTANCES ON CORRUPTION IN FOOTBALL COMPETITIONS), in order to ensure however, the optimal implementation of the TV rights assignment contract, ANTENA 1 addressed LPF the request to accept that the payment of EUR 2,000,000 be completed in barter system, and to perform in exchange promotion and advertising services offered to LPF by TV ANTENA 1, and if not accepted, TV ANTENA 1 would consider exercising its option to terminate the contract for the TV rights assignment and seek compensation payments amounting to EUR 56.6 million.

THE PAYMENT COMPENSATION PROPOSED BY TV ANTENA 1 S.A. WAS PERFECTLY LEGAL AND IN COMPLIANCE WITH THE TV RIGHT ASSIGMNMENT CONTRACT

(6)During the period April29, 2009 –May 08, 2009, amid continuing breach of contractual obligations by RCS & RDS SA, ANTENA 1 TV and CAMINA TRUST SRL continued to submit to the other party notifications asking it to comply with the contractual provisions, actions that resulted in RCS & RDS SA paying some of its obligations to CAMINA TRUST SRL, namely a sum of over RON 2,700,000 (on May 05,2009), which did not lead to a proper compliance with the contract’s provisions, while RCS & RDS SA PERMANENTLY CONFIRMED IN ITS REPLIES THAT THEY WOULD BREACH CONTRACT PROVISIONS ESPECIALLY SINCE THE COMPANY WAS BOUND THAT BY MAY 8, 2009 THEY HAD TO REMIT IN ANTENA 1 TV ACCOUNT AN AMOUNT OF OVER 24 MILLION EURO (VAT INCLUDED).

(7)On May 8, 2009, LPF, submitted to RCS & RDS SA letters signed by Mr. Dumitru Dragomir stating the above mentioned facts, in a correspondence addressed the same day to ANTENA 1 TV company, stating that LPF expressed willingness to discuss the requests submitted by the consortium members, and that a draft addendum to the TV rights assignment contract would be forwarded to the parties by the LPF .

RCS & RDS SA represented by Mr. Alexandru Oprea, accuses TV ANTENA 1 that in the letters sent to the LPF (and whose content could only be learned from the LPF at the time), it had made statements that affected the public image of the LPF, of the football clubs, players, officials, sports structures (ALTHOUGH THE ENTRE MASS MEDIA WAS DEBATING AT THE TIME THE ISSUE OF CORRUPTION AND BRIBERY IN THE FOOTBALL COMPETITION IN ROMANIA) and to that effect they should adopt a "responsible" and "fair" attitude towards the LPF.

THE ACTUAL RELEVANCE OF THE STAND TAKEN BY THE RCS&RDS S.A. WAS GOING TO BE HIGHLIGHETD LATER ON AFTER THE ASSOCIATION CONTRACT BETWEEN RCS&RDS S.A. AND BODU S.R.L. (HEREINANDAFTER ”CONTRACT – LIKELY BRIBERY”) CAME INTO THE POSESION OF ANTENA TV GROUP S.A. and the journalistic investigation was launched, within the time frame of the events presented below.

(8)On the same date, May 8, 2009, TV ANTENA 1 received from LPF a letter stating that the LPF General Assembly would have approved that a sum similar to that proposed by TV ANTENA 1 (2,000,000 EUR) could be the object of a compensation payment under the law. Nothing was said however about the fact that the LPF would send a draft addendum later on.

(9)Given that on May 15, 2009 the second installment payment was due to LPF, on May 11, 2009 LPF sent to TV ANTENA 1 a draft amendment that, contrary to those previously confirmed in the letter sent to ANTENA 1 TV, it did not allow for the compensation by providing advertising services, but instead set forth highly unfavorable provision for the consortium even if ALL PARTIES HAD ACTED IN GOOD FAITH

THE DRAFT ADDENDUM INEXPLICABLY PROVIDED ALL THE CLAUSES SUBMITTED BY RCS&RDS S.A. IN THE LETTER DATED April 13, 2009.

(10)On May 14, 2009, the day before the payment deadline of the second installment was due to be made to the LPF, in the amount of EUR 28,333,333 plus VAT, while the RCS & RDS SA had not paid TV ANTENA 1 S.A. the overdue amount of over EUR 24 million VAT included under the contract, TV ANTENA 1 representatives were involved in continue negotiations for a period of 9 hours with representatives of RCS & RDS SA and LPF on the addendum provisions and agreed on a final form to be confirmed by Mr. Dumitru Dragomir, president of LPF.

(11)On May 15, 2009, although the terms of the addendum had been negotiated and agreed by the participants in the negotiations, inexplicably at the time, under the signature of Mr. Dragomir Dumitru, LPF sent to RCS & RDS S. A and TV ANTENA 1 by facsimile, at 09:21 and at 13:00 notifications stating that "given that no agreement has been reached in the negotiations between the parties to this date ", it is required that the payments be made ​​under the Contract of TV rights assignment provisions, noting that "according to the LPF general Assembly approval, the payment may be made in two equal installments, the first on May 15,2009 and the second on January 10, 2010, the amount paid after the due date under the assignment contract and in compliance with the Tender Notice, would incur penalty claims of 0.2% / day of delay calculated from May 15, 2009 until the settlement of the amount owed by the consortium. "

(12)Also on May 15, 2009 as TV ANTENA 1 S.A. had anticipated, RCS & RDS S. A. not only failed to remit to TV ANTENA 1 the full amount of over 24 million Euros, including VAT, BUT IT DID NOT REMIT IT DIRECTLY TO THE LPF EITHER, PAYING ONLY A PART OF THE AMOUNT AND INVOKING IN THIS PURPOSE THE LPF NOTIFICATION WHEREBY IT WAS STATED THAT LPF WOULD HAVE AGREED TO HAVE ONLY HALF OF THE DUE AMOUNT PAID, BUT WITH SUBSEQUENT PENALTIES PAYMENT.

FOR SUCH A PAYMENT RESCHEDULE TO BE VALID, IT SHOULD HAVE BEEN AGREED BY ALL PARTIES IN WRITING AS AN ADDENDUM TO THE TV RIGHTS ASSIGNMENT CONTRACT . Such amendment was not concluded nor prior to May 15, 2009 nor afterwards.Moreover, the fact that it was not a payment reschedule is also proven by the continuation of negotiations up to May 27, 2009 regarding the form and contents of the addendum, without a final agreement being reached. The breach of contract committed by RCS & RDS SA directly incurred on ANTENA 1 TV the following, in the least:

  1. The risk of immediate termination by the LPF of the TV rights assignment contract with damages claims of at least EUR 50 million to be incurred in the first phase, only to TV ANTENA 1 S A, as the direct effect of the joint obligations between consortium members);
  1. The risk of penalties payment amounting to EUR 6,500,000 to the LPF, incurred exclusively to TV ANTENA 1 SA, on account of RCS & RDS SA liability failure;
  1. Triggering the immediate execution of the letter of bank guarantee issued by TV ANTENA 1 S A, subsequently leading to the bank foreclosure to recover the amount paid.
  1. The consistent negative impact of the CAMINA TRUST SRL assets which operate GSP TV sports channel and incurring the loss of all its investments, market share and profit forecast;
  1. The negative impact bestowed on the TV ANTENA 1 S.A. public reputation;

TV ANTENA 1 S.A, ANTICIPATING THE RISKS THEY EXPOSED THEMSELVES IN SUCH A SITUATION, WAS NOT WILLING TO BAIL RCS & RDS SA CONTRACTUAL BREACHAND THE ONLY OPTION TV ANTENA 1 S.A. HAD WAS TO LIMIT THE MAKING OF OTHER PAYMENTS ACCORDING TO SO CALLED PAYMENT RESCHEDULING THAT HAD NOT BEEN AGREED BETWEEN THE PARTIES.

PAYMENTS MADE ACCORDING TO A SO CALLED RESCHEDULING WOULD NOT LIMIT THE RISKS TV ANTENA 1 S.A. WOULD BE EXPOSED TO.

(13)GIVEN THE ABOVE OUTLINED FRAMEWORK, under the perspective of evoked immediate risks befalling it and as a consequence of the pressure exerted by RCS & RDS SA (to be granted rebroadcasting rights on the DIGI SPORT channels owned by RCS & RDS SA, the competition of GSP TV), including with regards to the amount partially paid to the LPF, of which a share of about EUR 10 million would have been paid for TV ANTENA 1 corresponding share, on June 20,2009 TV ANTENA 1 SA agrees to sign an addendum to the Association Contract with RCS & RDS SA whereby it would grant DIGI SPORT channels broadcasting rights and yield advertising services worth RON 10 million.

(14)On August 15,2009 WITHIN THE FRAMEWORK OUTLINED ABOVE, between BODU SRL and RCS & RDS S. A. the contract - likely bribe entitled Joint Venture Association Agreement was concluded on August 14 to 15, 2009, whereby RCS & RDS S. A. was bound to pay BODU SRL by May 15, 2010 (the same maturity date as the date of the last installment worth EUR 28,333,333 plus VAT owed to the LPF under the TV rights assignment contract) the overall amount of EUR 1,700,000,WITHOUT THE LEGAL OR ACTUAL POSSIBILITY TO HAVE ANY OR ALL OF THE AMOUNTS REFUNDED OR COMPENSATED AS FOLLOWS:

  1. By 01.09.2009, the amount of EUR 800.000;
  2. By 01.11.2009, the amount of EUR 400.000;
  3. By 15.02.2010, the amount of EUR 200.000;
  4. By 15.05.2010, the amount of EUR 300.000; (the same as the due date when the Consortium made up by TV ANTENA 1 S.A. – RCS&RDS S.A. had to settle the EUR 28.333.333 EUR plus VAT to the LPF).

The following datais also relevant :

DUMITRU DRAGOMIR is the sole associate of BODU S.R.L., BĂDIȚĂ FLORIN BOGDAN is sole director to the same company.

RCS & RDS S. A. Board of Directors members used to be and still are Mr. Alexandru Oprea, who is also CEO and Chairman of the Board, BENDEI IOAN and DINEI MIHAI .

The CONTRACT – likely bribe was signed by FLORIN BOGDAN BADITA for and on behalf of BODU Ltd while IOAN BENDEI signed for and on behalf of RCS & RDS SA (subsequent addenda included).

According to Mr. IOAN BENDEI, the contract - likely bribes would have been negotiated directly by Mr. Alexandru Oprea and DUMITRU DRAGOMIR.

(15)On October 14, 2009, between the companies BODU SRL and RCS & RDS S. A., the Addendum no. 1 to the CONTRACT – likely bribe is concluded supplementing by EUR 300.000 the amount that had to be paid by RCS & RDS SA until May 15,2010, thus reaching the overall amount of EUR 2,000,000. This addendum no. 1 to the CONTRACT - likely bribe was signed for and on behalf of BODU SRL by Bogdan Dragomir, son of Mr. Dragomir, president of LPF.

(16)On December 30,2009, RCS & RDS SA sent two notifications signed by Mr. Ioan Bendei, the first in the joint attention of TV ANTENA 1 SA and CAMINA TRUST SRL, and the second in the attention of TV ANTENA 1 SA. The first notification required the payment of a sum of EUR 677.759 (amount that TV ANTENA 1 SA and CAMINA TRUST SRL considered undue) and, if they failed to pay immediately, RCS & RDS SA reserved the right to terminated the Association Agreement (at this time, they could have had the interest to remove GSP TV broadcasting rights and promote their own sport channels Digi Sport for which they had already obtained TV rights broadcasting for).

The second notice, despite the fact that RCS & RDS S. A. had breached its contractual obligations before TV ANTENA 1 SA and CAMINA TRUST SRL and LPF, warns TV ANTENA 1 S.A. of the fact that it had to pay all penalties for the overdue payment to the LPF, all and any damage directly or indirectly incurred to the LPF, including the possible termination of the TV rights assignment contract and that, anyway, RCS and RDS SA would again waive the obligation of paying TV ANTENA 1SA the amount of over 24 million Euro including VAT / installment payment due under the TV rights assignment contract.

THEREFORE, RCS & RDS REPRESENTED BY IOAN BENDEI, CONFIRMED THE RISKS THAT TV ANTENA 1 WAS EXPOSED TO DUE TO THE INTENTIONAL ACTIONS OF RCS & RDS SA, SUCH AS THESE RISKS WERE EXPLAINED IN THE PARAGRAPH ABOVE (12).

(17)ON THE SAME DATE OF DECEMBER 30, 2009, LPF under the signature of Mr. DUMITRU DRAGOMIR and the company TOUR IMEX CATV S.R.L., under the signature of its director TAL ALMOG JOSHUA MOSES, have issued a joint notification to TV ANTENA 1 S.A. and to RCS&RDS S.A. (in the attention of ALEXANDRU OPREA). THIS NOTIFICATION WAS CONVEYED TO TV ANTENA 1 S.A., BY A COURT APPOINTED ENFORCEMENT AGENT ON JANUARY 4, 2010.