Announcement as part of article 8, §1 in the royal decree
on public takeover bids from 27th April 2007
(14.03.2013)


Today, CYBER MEDIA GROUP, the public limited company from Luxembourg with registered office in 127 Mühlenbachstreet, L-2168 Luxembourg, announced its decision to issue a voluntary and conditional public takeover bid on all shares (that are not currently in its possession) of Proximedia SA, the public limited company with registered office at Humaniteitslaan 116, B-1070 Brussels. Proximedia can be found in the register of legal entities under the number 0468.561.072 (Hereafter Proximedia) and its shares are listed on Nyse Euronext Brussels under the code ISIN BE0003824415.

The price offered is sixteen (16,00) euros cash per share. It should be noted that on the next ordinary general meeting of Proximedia on the 31st May 2013, there will be a proposition to use a part of the disposable wealth to award a dividend of one euro fifty (1,50) per share. This dividend will be paid after the closure of the offer or the reopening of the offer, should there be one.

CYBER MEDIA GROUP currently owns 64,98% of PROXIMEDIA's shares, so the offer involves the other 35,02%. These shares are owned by Fabrice Wuyts (15,94%) and Bank DEGROOF (9,53%). Both have confirmed their intention to accept the offer.

The offer concerned will be subjected to the condition, that as a consequence of the offer, CYBER MEDIA GROUP owns at least 95% of all Proximedia shares. It will also subject to the condition that there will be no material adverse change intervention.

If CYBER MEDIA GROUP's participation reaches 95% or more of PROXIMEDIA's shares by the closing of the offer or the closing of a possible reopening, and if CYBER MEDIA GROUP, has acquired, while accepting the offer, shares that represent at least 90% of shares envisioned by the offer, then CYBER MEDIA GROUP will hold the right to proceed to a takeover bid with the same conditions as the offer.

At the end of this bidding period, the possible reopening or at the end of the possible takeover bid, CYBER MEDIA GROUP has the intention to ask for the deletion of the stock of the PLC on the Free Market Nyse Euronext Brussels.

This announcement is only the expression of an intention and it is not a formal notification of a voluntary, public takeover bid as defined by the Royal Decree of 27th April 2007 on public takeover bids ("Takeover decree"). If, when and at what conditions the voluntary, public takeover bid mentioned above, will be performed by CYBER MEDIA GROUP, depends on a number of factors, amongst others but not limited to: the judgment on the offered price by an independent expert who will be appointed by the administration of Proximedia, if approved by the FSMA and their report in function of article 23 of the Takeover decree.

CYBER MEDIA GROUP prepares the formal takeover file which will be brought to the FSMA in agreement with artikel 6 of the Takeover Decree. Should any definite facts occur or should there be a need to take decisions on such facts, then the Proximedia group will inform the public following the rules that apply to this case.
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