This Offer expires at 15:00 hours. Amsterdam time, on 4 October 2007 unless extended OFFER MEMORANDUM. dated 28 August 2007 RECOMMENDED OFFER

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1 This Offer expires at 15:00 hours. Amsterdam time, on 4 October 2007 unless extended OFFER MEMORANDUM dated 28 August 2007 RECOMMENDED OFFER by mecom KOPIE S MECOMGROUP PLC (a public limited liability company, incorporated under Ihe laws of the United Kingdom, having its seat {statutaire zetel) in London. United Kingdom) FOR ALL THE ISSUED AND OUTSTANDING (DEPOSITORY RECEIPTS OF) ORDINARY SHARES, WITH A PAR VALUE OF EUR 0.30 EACH, IN THE SHARE CAPITAL OF. WeGGNGR KONINKLIJKE WEGENER N.V. (a public limited liability company (naamloze vennooischap), incorporated under the laws ofthe Netherlands, having its seat (statutaire zelel) in Apeldoom, the Netherlands) This offer memorandum (the Offer Memorandum) contains the information required by Articles 9(i) and 9(n) of the Dutch Securities Market Supervision Decree 1995 (Besluil toezicht effectenverkeer 1995, the Bte 1995) in connection with the Offer. This Offer Memorandum contains details of a recommended offer by Mecom Group plc (the Offeror) to all holders of issued and outstanding (depository receipts of) ordinary shares with a par value of EUR 0.30 each (the Shares and each a 5/iare and the holders of such Shares being refened to as Shareholders), in the share capital of Koninklijke Wegener N.V. (Wegener or the Company) to purchase their Shares on the terms and subject to the conditions and restrictions set out in this Offer Memorandum (the Offer). This undertaking is in respect of a total of ,842 Shares with a par value of EUR Capitalised terms used in this Offer Memorandum have the meaning as set out in Section 4 (Definitions). Shareholders tendering their Shares under the Offer will be paid on the terms contained in this Offer Memorandum in consideration for each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) an amount in cash equal to EUR (the Cash Offer) or. alternatively shares in the share capital of Mecom (the Exchange Offer) (together referred to as the Consideration). Shareholders who are considering accepting the Exchange Offer should carefully review the Prospectus and consult a financial adviser, before making a decision to acccept the Exchange Offer. The Supervisory Board and the Management Board of Wegener fully support and unanimously recommend the Offer to the Shareholders for acceptance. See Section 8 (Recommendation by the Supervisory Board and the Management Board). The Tender Period under the Offer commences at 09:00 hours. Amsterdam time, on 29 August 2007 and expires at 15:00 hours, Amsterdam time, on 4 October 2007 (the Tender Offer Closing Date). Acceptance under the Offer must be made in the manner specified in this Offer Memorandum. Shares tendered on or prior to the Tender Offer Closing Date may not be withdrawn, other than as permitted under Article 9o paragraph 5 of the Bte As per 24 August 2007, the Mecom Group holds, directly or indirectly. 13, Shares representing approximately 30.28% of the Shares and approximately 25.66% ofthe issued and outstanding share capital of Wegener. See Section 10 (Information on the Offeror). By no later than 15:00 hours. Amsterdam time, on the fifth Business Day following the Tender Offer Closing Date or the Postponed Tender Offer Closing Date, as the case may be. the Offeror will announce whether the Offer is declared unconditional (gestand wordt gedaan) (the Acceptance Announcement Date). Announcements contemplated by the foregoing paragraphs will be issued by press release and will be published in the Daily Official List and in at least one nationally distributed newspaper in the Netherlands (Het Financieele Dagblad). See Section 6.12 (Announcements). The Shareholders who have tendered and delivered their Shares to the Offeror will receive no later than five (5) Business Days after the Acceptance Announcement Date (the Settlement Date) the Consideration in respect of each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd). At 10:30 hours. Amsterdam time, on 25 September an extraordinary general meeting of shareholders of Wegener (the Shareholders' Meeting) will be held in Apeldoom. the Netherlands, at which meeting the Offer, among other matters, will be discussed in accordance with the provisions of Article 9q of the Bte 1995.

2 WHOLESALE BANKING Mecom Group plc Memo Datum: 29 August 2007 Betreft: Erratum "Erratum. Waar in de vierde regel van hoofdstuk 15.5 van dit biedingsbericht is vermeld 14,278 dient te worden gelezen 14,287."

3 1. RESTRICTIONS The distribution of this Offer Memorandum and/or the making of the Offer in jurisdictions other than the Netherlands may be restricted and/or prohibited by law. The Offer is not being made,and the Shares will not be accepted for purchase from or on behalf of any Shareholders, in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of this Offer Memorandum. Persons obtaining the Offer Memorandum are required to take due note and observe all such restrictions and obtain any necessary authorisations, approvals or consents (to the extent applicable). Neither the Offeror, nor Wegener, nor any of their advisers accepts any liability for any violation by any person of any such restriction. The Offeror reserves the right to accept any tender under the Offer, which is made by oron behalf of a Shareholder, even if it has not been effected in themanner set out above.any person (including, without limitation, custodians, nominees and trustees) who would or otherwise intends to forward this Offer Memorandum or any related document to any jurisdiction outside the Netherlands should carefully read Sections 1 and 2 of this Offer Memorandum (Restrictions and Important Information) before taking any action. The distribution of this document in jurisdictions other than the Netherlands may be restricted by law and therefore persons into whose possession this Offer Memorandum comes should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the law of any such jurisdiction United States of America The Offer is not being made, directly or indirectly, in or into the United States of America and may not be accepted in or from the United States of America by use or by any means of the interstate or foreign commerce or any facility of a United States of America national securities exchange including, but without limitation, electronic mail, post, facsimile transmission, telex and telephone. This Offer Memorandum has not been submitted to or reviewed by the United States Securities and Exchange Commission (SEC) orany state securities commission and neither the SEC norany such state securities commission has approved or disapproved or determined whether this Offer Memorandum istruthful or complete.any representation to the contrary is a criminal offence in the United States of America. Each Shareholder who tenders Shares under the Offer shall be deemed to have represented, agreed and acknowledged that it has received a copy of this Offer Memorandum and that such tendering holder is outside the United States of America and the Offeror and the Settlement Agent and their respective affiliates may rely on the foregoing representations, agreements and acknowledgements. This Offer Memorandum is not being and should not be mailed or otherwise distributed or sent in or into the United States of America Canada, Australia and Japan The Offer and any solicitation in respect thereof is not being made, directly or indirectly, in or into Canada, Australia or Japan, or by use of the mails, or by any means or instrumentality of interstate or foreign commerce, or any facilities of a national securities exchange, of Canada, Australia or Japan. This includes, but is not limited to, post, facsimile transmission, telex or any other electronic form of transmission and telephone. Accordingly, copies of this Offer Memorandum and any related press announcements, acceptance forms and other documents are not being sent and must not be mailed or otherwise distributed or sent in, into or from Canada, Australia or Japan or, in their capacities as such, to custodians, nominees or trustees holding Shares for persons residing in Canada, Australia or Japan. Persons receiving this Offer Memorandum and/or such other documents must not distribute or send them in, into or from Canada, Australia or Japan, or use such mails or any such means, instrumentality or facilities for any purpose in connection with the Offer; so doing will invalidate any purported

4 acceptance of the Offer. The Offeror will not accept any tender by any such use, means, instrumentality or facility from within Australia, Japan or Canada. Tender and delivery of Shares constitutes a representation and warranty that the person tendering the shares (i) has not received or sent copies of this Offer Memorandum or any related documents in, into or from Canada, Australia or Japan; (ii) has not otherwise utilised in connection with the Offer, directly or indirectly, the mails or any means or instrumentality including, without limitation, facsimile transmission, telex and telephone of interstate or foreign commerce, or any facility of a national securities exchangeof, Canada, Australia or Japan; and (iii) is accepting the Offer from outside Canada, Australia or Japan. TheOfferor reserves the right to refuse to accept any purported acceptance that does not comply with the foregoing restrictions, and any such purported acceptance will be null, void and without effect Republic of Italy The Offer and any solicitation in respect thereof is not being made, directly or indirectly, in or into the Republic of Italy and has not been submitted to the clearance procedure of the Commissione Nazionale per le Societa e la Borsa (CONSOB) or (to the extent applicable) any other Italian regulatory authority pursuant to Italian laws and regulations. Accordingly, Shareholders are hereby notified that, to the extent such Shareholders are persons resident and/or located in the Republic of Italy, they must not distribute or send this Offer Memorandum or any related materials, into the Republic of Italy, or use such mails orany such means, instrumentality orfacilities for any purpose in connection with the Offer; so doing will invalidate any purported acceptance of the Offer. The Offeror will not accept any tender by any such use, means, instrumentality or facility from within the Republic of Italy.

5 2. IMPORTANT INFORMATION This Offer Memorandum contains important information that should be read carefully before any decision is made to tender Shares in connection with the Offer. Shareholders are advised to seek independent advice where necessary. In addition, Shareholders may wish to consult with their tax advisers regarding the tax consequences of tendering their Shares under the Offer. The information included in Sections 1, 2, 3, 5.3, 5.4, 5.5, 5.6, 5.9, 5.12, , , , , 5.14, 6, 10, 12(ii), 12(iii), 12(vi) and 13 has been solely provided by the Offeror. The information included in Sections 5.7, 5.11, 8, 9, 11 and 17 (except 17.5 and 17.7) has been solely provided by Wegener. The information included in Sections 4, 5.1, 5.2, 5.8, 5.10, , , ,5.13.8,5.15, 5.16, 12(i), 12(iv), 12(v), 12(vii), 14 and 15 has been provided by the Offeror and Wegener jointly. The information included in Section 7 has been provided by NIBC and is identical to the fairness opinion of the same date issued by NIBC. The information included in Section 16 has been prepared by the Offeror and Wegener together and reviewed by Emst & Young UK (as adviser to the Offeror). The information included in Sections 17.5 and 17.7 has been provided by Emst & Young Accountants and is identical to the original auditors statements as of the same date issued by Mr P.J.T.A. van Kleef. Section 15 is a Dutch language translation of information provided by the Offeror and/or Wegener in the English language. Section 18 contains the text of the proposed amendment of the Wegener Articles of Association. The Offeror and Wegener are exclusively responsible for the accuracy and completeness of the information provided in this Offer Memorandum, each with respect to such information as it has provided, and together with respect to the information they have provided jointly, exceptfor information that has not been provided by either of them (which includes the information in Sections 17.5 and 17.7 for which Emst & Young Accountants is responsible). Each of the Offeror and Wegener confirms, with respect to such information it has provided in this Offer Memorandum, that to thebest of its knowledge and belief as of the date hereof the information contained in this Offer Memorandum is tme and accurate in all material respects and there are no facts the omission of which would make any statement in thisoffer Memorandum misleading inany material respect. Please be awarethat certain financial and statistical information and other figures contained in this Offer Memorandum may be rounded up or down and should therefore not be regarded as exact. This Offer Memorandum should be read in conjunction with the Prospectus. The Prospectus relates to Mecom and is issued by Mecom in relation to the offering of shares inmecom to Shareholders pursuant to the Exchange Offer. The information included in this Offer Memorandum reflects the situation as at the date of this Offer Memorandum unless specified otherwise. Neither the issue nor the distribution of this Offer Memorandum shall under any circumstances imply that the information contained herein is accurate and complete as of any time subsequent to this date or that there has been no change in the information set out in this Offer Memorandum orin the affairs ofwegener and/or its subsidiaries and/or its affiliates since the date of this Offer Memorandum. The foregoing does not affect the obligation of both the Offeror and Wegener, each in so far as it concerns them, to make a public announcement pursuant to Article 9b paragraph 1 of the Bte 1995,if applicable. No person, other than the Offeror and Wegener and without prejudice to the Auditor's Reports issued by Emst & Young Accountants and the Fairness Opinion issued by NIBC included in this Offer Memorandum, is authorised in connection with the Offer to provide any information or to make any statements on behalf of the Offeror or Wegener in connection with this Offer or any information contained in this Offer Memorandum. If any such information or statement is provided or made by parties other than the Offeror or Wegener, such information or statement should not be relied upon as having been provided by or made by or on behalf of the Offeror or Wegener. Any information or

6 representation not contained in this Offer Memorandum must not be relied upon as having been provided by or made by or on behalf of the Offeror or Wegener. This Offer Memorandum and the Offer are, and any tender, purchase or delivery of Shares will be, governed by and constmed in accordance with the laws of the Netherlands. The District Court of Amsterdam (Rechtbank Amsterdam) and its appellate courts shall have exclusive jurisdiction to settle any disputes which might arise out of or in connection with this Offer Memorandum, the Offer and/or any tender, purchase or delivery of Shares. Accordingly, any legal action or proceedings arising out of or in connection with the Offer Memorandum, the Offer and/or any tender, purchase or delivery of Shares may be brought exclusively in such courts. This Offer Memorandum is published in the English language and a Dutch language summary is included as Section 15.In the event of any differences, whether or not in interpretation, between the English text of the Offer Memorandum and the Dutch language summary of this Offer Memorandum, the English text of the Offer Memorandum shall prevail. ING Wholesale Banking Securities Services has been appointed as Settlement Agent in the context of the Offer. Addresses: The Offeror Mecom Group Plc Empire House 175 Piccadilly WIJ 9EN London United Kingdom The Company Koninklijke Wegener N.V. Laan van Westenenk AZ Apeldoom The Netherlands The Settlement Agent ENG Wholesale Banking Securities Services Van Heenvlietlaan 220 Location code BV CN Amsterdam The Netherlands Tel: +31 (0) Fax:+31 (0) iss.pas@mail.ing.nl Copies of this Offer Memorandum and the Prospectus are available on the websites of Mecom ( and Wegener ( The Mecom and Wegener websites do not constitute a part of, and are not incorporated by reference into this Offer Memorandum. Copies of this Offer Memorandum and the Prospectus are also available free of charge at the offices of the Settlement Agent and can be obtained by contacting the Settlement Agent at the address as stated above. Copies of the articles of association of the Offeror are available on the website of Wegener and are also available free of charge at the offices of the Offeror and can be obtained by contacting the Offeror at the address mentioned above.

7 Copies of the WegenerArticles of Association and the fmancial information of Wegener relating to the annual financial statements (jaarrekemng) of Wegener for the financial year 2004 ended on 31 December 2004, the financial year 2005 ended on 31 December 2005 and the financial year 2006 ended on 31 December 2006 as adopted by the general meeting of Shareholders, which documents are incorporated by reference in, and form an integral part of, this Offer Memorandum, are available free of charge at the offices of Wegener and can be obtained by contacting Wegener at the address as stated above. This Offer Memorandum includes forwardlooking statements that involve risk and uncertainty. Generally, words such as may, will, expect, intend, estimate, anticipate, believe, plan, seek, continue or similar expressions identify forwardlooking statements. Although each of the Offeror and Wegener, each with respect to the statements it has provided, believes that the expectations reflected in such forwardlooking statements are based on reasonable assumptions, no assurance can be given that such statements will be fulfilled or prove to be correct, and no representations are made as to the accuracy and completeness of such statements as of any time subsequent to the date of this Offer Memorandum. Any such forwardlooking statement must be considered together with the fact that actual events or results may vary materially from such forwardlooking statements due to, among other things, political, economic or legal changes in the markets and environments in which the Offeror and/or Wegener do business, competitive developments or risks inherent to the Offeror's or Wegener's business plans and uncertainties, risk and volatility in financial markets and other factors affecting the Offeror and/or Wegener. The Offeror and Wegener undertake no obligation to publicly update or revise any forwardlooking statements, whether as a result of new information, future events or otherwise, except as required by applicable laws and regulations or by any appropriate regulatory authority. ING Corporate Finance, Media Capital Partners and N M Rothschild are acting as financial advisers exclusively to the Offeror and to no one else in connection with the Offer and will not regard any other person (whether or not a recipient of this Offer Memorandum) as a client in relation to the Offer and will not be responsible to anyone other than the Offeror for providing the protections afforded to the clients of ING Corporate Finance, Media Capital Partners and N M Rothschild or for providing advice in relation to the Offer. ING Corporate Finance, Media Capital Partners and N M Rothschild have given their consent to the issue of this Offer Memorandum with the references to their names in the form and context in which they appear. ABN AMRO, Catalyst and NIBC are acting as financial advisers exclusively to Wegener and to no one else in connection with theoffer and will not regard any other person (whether or not a recipient of this Offer Memorandum) as a client in relation to the Offer and will not be responsible to anyone other than Wegener for providing the protections afforded to the clients of ABN AMRO, Catalyst and NIBC or for providing advice in relation to the Offer. ABN AMRO, Catalyst and NIBC have given and have not withdrawn their written consent to the issue of this Offer Memorandum with the references to their names in the form and context in which they appear.

8 3. TABLE OF CONTENTS 1. Restrictions 1 2. Important Information 3 3. Table of Contents 6 4. Definitions 9 5. Explanation of the Offer, Future Governance and Indicative Timetable Introduction Share Capital Wegener The Offer Fractions Substantiation of the Consideration Rationale for the Offer Recommendation by the Supervisory Board and Management Board Offer Conditions Acceptance Conditions, Tender Period, declaring the Offer Unconditional, Extension and Settlement Undertakings Shareholdings of the Members of Wegener Boards Financing of the Offer Consequences of the Offer Social Consequences Merger Protocol Indicative Timetable Invitation to the Shareholders Consideration Acceptance by Shareholders Acceptance of Defective Tenders Conditions Tender Period (Aanmeldingstermijn) Declaring the Offer Unconditional (Gestanddoening) Extension Subsequent Tender Period (NaAanmeldingstermijn) Settlement Liquidity and Delisting Dividends Announcements Commission Restrictions Fairness Opinion of NIBC Recommendation by The Supervisory Board and the Management Board Information regarding Wegener Overview History and Development Operational Structure 40

9 9.4 Corporate Strategy and Objectives Selected Figures Share Price Development Acquisitions and Disposals Current Trading, Trends and Prospects Supervisory Board, Management Board and Employees Share Capital And Dividend Major Shareholders Information on the Offeror Introduction Business of Mecom Management of Mecom Capital and Shares Statements concering Shareholdings Mecom Board Previous Purchases of Shares Historic Financial Information in respect of Mecom Stock Exchange Listing Mecom Interim Financials Information on Mecom Media Holding Holland BV Shareholders' Meeting Statements required pursuant to the Dutch Public Offer Rules Tax aspects of the Offer Dutch Tax aspects of the Offer UK Tax aspects of the Exchange Offer General Press Releases Press Release 21 August Press Release 16 August Press Release 18 July Press Release 7 June Press Release 16 May Press Release 8May Nederlandse samenvatting Restricties en belangrijke informatie Nederlandse Definities Uitnodiging aan de Aandeelhouders Aandelenkapitaal Wegener Het Bod Fracties Onderbouwing van het Bod Motivering van het Bod Financiering van het Bod Aanbeveling van de Raad van Commissarissen en de Raad van Bestuur van Wegener Voorwaarden Aanmelding Aanvaarding door Aandeelhouders Provisie Aandelenbezit van de Raad van Commissarissen en de Raad van Bestuur van Wegener.. 89

10 15.16 Samenvatting van de risicofactoren volgend op het Bod Juridische structuur van de samengestelde groep in navolging van het Bod Overige afspraken tussen Mecom en Wegener volgend op het Bod Toekomstige samenstelling van de Raad van Bestuur en de Raad van Commissarissen Toekomstige samenstelling van het Bestuur van Mecom Fusie protocol Algemene Vergadering Aankondigingen Beoogd tijdschema Verkrijgbaarstelling informatie Pro Forma Financial Information Pro Forma Ineome Statement Pro Forma Statement of Net Assets Wegener Financial Statements Wegener Consolidated Financial Statements relating to the Financial Year 2004, 2005 and Notes to Wegener Consolidated Financial Statements for the Financial Year Company Financial Statements of Koninklijke Wegener N.V Notes to the Company Balance Sheet and Income Statement Auditors' Report Unaudited (but"reviewed") Information over the first six months of the Financial Year Auditor's Review Report Text of the proposed amendment of Wegener Articles of Association Advisers 196

11 4. DEFINITIONS Any reference in this Offer Memorandum to defined terms in plural form shall constitute a reference to such defined terms in singular form, and vice versa. All grammatical and other changes required by the use of a definition in singular form shall be deemed to have been made herein and theprovisions hereof shall be applied as if such changes have been made. Defined terms used in this Offer Memorandum shall have the following meaning,except for capitalised terms in Sections 7 and 15; ABN AMRO Acceptance Announcement Date Admitted Institutions AIM AFM Auditor Auditors' Report Bte 1995 Business Day Cash Offer Catalyst Certificated Form means ABN AMRO Bank N.V., a public limited liability company (naamloze vennootschap) duly incorporated under Netherlands law, with its registered seat in Amsterdam, the Netherlands; means the date on which the Offer is declared unconditional by the Offeror; means those institutions admitted to Euronext Amsterdam; means the Alternative Investment Market operated by the London Stock Exchange Plc; means the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten); means Emst & Young Accountants; means the auditors' reports issued by Mr P.J.T.A. van Kleef; means the Dutch Securities Market Supervision Decree 1995 (Besluit toezicht effectenverkeer 1995), as amended from time to time; means a day on which Euronext Amsterdam is open for trading; means the offer for the Shares by the Offeror and to be settled by Mecom Media Holding Holland BV as described in this Offer Memorandum in exchange for an amount in cash (ex dividend meaning, for the avoidance of doubt, that any future dividend rights associated with the Shares tendered under the Offer will be for the benefit of the Offeror) equal to EUR for each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) under the terms and subject to the restrictions of the Offer; means Catalyst Advisors B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) duly incorporated under Netherlands law, with its registered seat in Amsterdam, the Netherlands; means recorded in the register of shares of Mecom as being held in certificated form;

12 Combined Group Commencement Date Competing Offer Consideration CREST CREST Regulations Daily Official List Euroclear UK Euronext Amsterdam Exchange Exchange Offer means the Mecom Group and the Wegener Group together; means the date on which the Offeror shall make the Offer (het Bod uitbrengen); means a proposal for a merger of Wegener with, in the reasonable opinion of the Supervisory Board, a bona fide third party through an offer by or merger with any such party which would involve an attempt to a change of control of the relevant company, which in the reasonable opinion of the Supervisory Board is a more beneficial offer than the Offer, whereby the consideration per Share offered under the Competing Offer exceeds the Consideration by at least 10%, being (i) a cash consideration per Share in excess of EUR or, alternatively and insofar applicable, (ii) a consideration per Share in exchange for shares representing a value of over EUR The consideration per Share of any consecutive Competing Offer (which shall include any amended Competing Offer) must exceed the most recent offered consideration per Share by at least 5%; means a cash amount of EUR or, alternatively, shares in the share capital of Mecom for each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) under the terms and subject to the restrictions of the Offer; means therelevant system (as defined in the CREST Regulations) in respect of which Euroclear UK is the operator; means the Uncertificated Securities Regulations 2001 (SI 2001 No. 01/378), as amended; means the Daily Official List (Officiële Prijscourant) of Euronext Amsterdam; means Euroclear UK & Ireland Limited, the central securities depositary for the United Kingdon, Republic of Ireland, Isleof Man, Jersey and Guernsey; means Euronext Amsterdam N. V., or the official market segment of the stock exchange of Euronext Amsterdam N.V., as appropriate; means the exchange of Shares for Mecom Shares pursuant to the acceptance of the Exchange Offer; means the offer for the Shares (ex dividend meaning, for the avoidance of doubt, that any future dividend rights associated with the Shares tendered under the Offer will be for the benefit of the Offeror) described in this Offer Memorandum in exchange for shares in the share capital of Mecom, (representing a value of EUR per Share as per 7 May 2007), for each Share validly tendered (ordefectively tendered provided that such defect has been 10

13 waived by theofferor) and delivered (geleverd) under the terms and subject to the restrictions of the Offer; Fairness Opinion FinPrefs FinPref Trust First Public Announcement IFRS ING Bank ING Corporate Finance ING Wholesale Banking Securities Services Legal Merger Management Board Material Adverse Change Mecom Mecom Board Mecom Group Mecom Interim Financials means the fairness opinion dated 28 August 2007 issued by NIBC; means the issued and outstanding (depository receipts of) cumulative financing preference shares in the share capital of Wegener, with a par value of EUR 0.30 each; means Stichting Administratiekantoor Financieringspreferente Aandelen Koninklijke Wegener; has the meaning given to it in Section 5.5(a); meansthe intemational accounting standards, intemational financial reporting standards and the related interpretations of these standards issued or adopted by the Intemational Accounting Standards Board from time to time; means ING Bank N.V., a public limited liability company (naamloze vennootschap) duly incorporated under Netherlands law, with its registered seat in Amsterdam, the Netherlands; means the organisation and trade name used by ING Bank and certain of its subsidiaries for the conduct of intemational corporate and investment banking business; means the organisation and trade name of ING Bank and certain of its subsidiaries for the conduct of its exchange activities; has the meaning given to it in Section ; means the management board (raad van bestuur) of Wegener; means anyevent, circumstance or development materially adversely affecting the business, cash flow, financial position or assets of the Wegener Group, taken as a whole; means Mecom Group Plc, a public limited liability company, duly incorporated and validly existing under the laws of England, having its registered office at Empire House, 175 Piccadilly London WIJ 9EN, United Kingdom; means the board of directors of Mecom; means the Offeror and the Offeror's subsidiaries, excluding for the avoidance of doubt the Wegener Group; The consolidated interim financial statements in respect of the first six months of 2007 of Mecom Group plc, including an auditor's review statement; 11

14 Mecom Media Holding Holland BV Mecom Shares Media Capital Partners Merger Code Merger Protocol Merger Rules Minimum Acceptance Condition New Merger Rules NIBC N M Rothschild Offer Offer Conditions Offer Memorandum means Mecom Media Holding Holland B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid), duly incorporated and validly existing under the laws of the Netherlands, having its seat (statutaire zetel) in Amsterdam, the Netherlands and its registered office at Prins Bemhardplein 200, 1097 JB Amsterdam, the Netherlands; means the issued and outstanding shares in the share capital of Mecom with a par value of pence; means the trade name of Independent Capital Partners B.V., a limited liability company duly incorporated under the laws of the Netherlands, registered in Amsterdam, the Netherlands; means the Merger Code 2000 (SERbesluit Fusiegedragsregeis 2000); means the merger protocol agreed and signed by Mecom and Wegener on 16 May 2007; means all applicable laws and regulations, including but not limited to applicable provisions of the Wte 1995, the Bte 1995, any mles and regulations promulgated pursuant to the Wte 1995 and the Bte 1995, the policy guidelines and instmctions of the AFM, the Dutch Works Council Act (Wet op de ondernemingsraden), the Merger Code 2000, the rules and regulations of Euronext Amsterdam, the Dutch Civil Code or thenew Merger Rules as and when applicable; has the meaning given to it in Section 5.8.1; means all laws and regulations pursuant to or in connection with the implementation into the laws of the Netherlands of Directive 2004/25/EC of 21 April 2004, including applicable provisions ofthe Dutch Financial Supervision Act (Wet op het financieel toezicht), the Bill implementing the Takeover Directive (Uitvoeringswet overnamerichtlijn), the Decree on Public Bids (Besluit openbare biedingen) and the Dutch Civil Code; means NIBC Bank N.V.; a public limited liability company (naamloze vennootschap) duly incorporated under Netherlands law, with its registered seat in The Hague, the Netherlands; means N M Rothschild & Sons Limited; means the recommended offer made by the Offeror to acquire all of the Shares on the terms of this Offer Memorandum; means the conditions to the Offer as set out in Section 5.8; means this offer memorandum describing the terms and conditions of the Offer; 12

15 Offeror Post Offer Actions Postponed Tender Offer Closing Date Postponed Tender Period Prospectus Protective Option Agreement Protective Trust Settlement Agent Settlement Date Shareholder(s) Shareholders' Meeting Shares SqueezeOut Statutory SqueezeOut Subsequent Tender Closing Date Subsequent Tender Period means Mecom; has the meaning given to it in Section ; means the time and date on which the Offer expires, in case the Offeror has extended the Offer in accordance with Article 9o paragraph 5 ofthe Bte 1995; means the period during which the Shareholders can tender their Shares to the Offeror in case the Offeror has extended the Offer in accordance with Article 9o paragraph 5 of the Bte 1995, which period ends on the Postponed Tender Offer Closing Date; means the prospectus relating to Mecom, issued in connection with the Exchange Offer, duly registered with the UK Listing Authority on 24 August 2007 and passported to the AFM; means the option agreement between the Protective Tmst and Wegener, pursuant to which the Protective Tmst holds an option enabling it to subscribe for such number of preferred cumulative shares at EUR 0.30 par value each in the share capital of Wegener equal to 50% of the total issued share capital of Wegener; means Stichting Preferente Aandelen Wegener; means ING Wholesale Banking Securities Services; has the meaning given to it in Section 5.9.7; means holder(s) of one or more Share(s); means the extraordinary general meeting of shareholders of Wegener that is held in accordance with the Merger Rules prior to the Tender Offer Closing Date; means the issued and outstanding (depository receipts of) ordinary shares in the share capital of Wegener, with a nominal value of EUR 0.30 each; has the meaning given to it in Section ; has the meaning given to it in Section ; means the time and date on which the Subsequent Tender Period expires; means a period after the Acceptance Announcement Date during which the Shareholders that have not yet tendered their Shares under the Offer will be given the opportunity to do so in the same manner and under the same conditions as set out in this Offer Memorandum (naaanmeldingstermijn); 13

16 Supervisory Board Takeover SqueezeOut Tender Offer Closing Date Tender Period Uncertificated Form means the supervisory board (raad van commissanssen) of Wegener; has the meaning given to it in Section ; means the time and date on which the Offer expires, being at 15:00 hours, Amsterdam time, on 4 October 2007, unless extended in accordance with Article 9o paragraph 5 of the Bte 1995; means the period during which the Shareholders can tender their Shares to the Offeror, which commences on 29 August 2007 and ends on the Tender Offer Closing Date, unless extended in accordance with Article 9o paragraph 5 of the Bte 1995; means recorded in the register of shares of Mecom as being held in uncertificated form in CREST, and title to which is established by virtue of the CREST Regulations; Wegener Articles of Association means the articles of association (statuten) of Wegener, as most recently amended on 30 December 2005; Wegener Boards Wegener Group Wegener or the Company Wegener Trust Wte 1995 means the Supervisory Board and the Management Board together; means Wegener and its subsidiaries; means Koninklijke Wegener N.V., a public limited liability company (naamloze vennootschap), duly incorporated and validly existing under the lawsof the Netherlands, having itsseat (statutaire zetef) in Apeldoom, the Netherlands and itsregistered office at Laan van Westenenk 4, 7336 AZ Apeldoom, the Netherlands; means Stichting Administratiekantoor Koninklijke Wegener; and means the Dutch Securities Market Supervision Act 1995 (Wet toezicht effectenverkeer 1995), as amended from time to time. 14

17 5.1 Introduction 5. EXPLANATION OF THE OFFER, FUTURE GOVERNANCE AND INDICATIVE TIMETABLE On 8 May 2007, Mecom and Wegener jointly announced that they had reached agreement on the Consideration and that the expectation was justified that agreement could be reached on the terms and conditions of an offer by Mecom for the Shares. In a further press release, dated 16 May 2007, Mecom and Wegener jointly announced that agreement was reached on the terms and conditions of the Offer, subject to the fulfilment of certain conditions. In a third press release, dated 7 June 2007, Mecom and Wegener jointly announced that the preparations ofthe Offer were well under way. On 18 July 2007, Mecom and Wegener jointly announced that they expected to launch the Offer mid August On 16 August 2007, Mecom and Wegener jointly announced that, as a result of an extension granted by the AFM, the Offer Memorandum and the Prospectus would be made available on or before 28 August On 21 August 2007, Mecom announced that it had increased its shareholding in Wegener from 23.7% to 29.50% ofthe Shares. See Section 14 (General Press Releases). Since 16 May 2007, definitive agreement has been reached with respect to the Offer and certain terms of this agreement are reflected in this Offer Memorandum. 5.2 Share capital Wegener At the date of this Offer Memorandum, Wegener has issued 44,848,842 Shares with a par value of EUR 0.30 each. The Shares are held by the Wegener Tmst, with the exception of 427 Shares which are held by certain individuals known by Wegener. TheWegener Tmst has issued depository receipts of the Shares held by it, which depository receipts are listed on the official market of the stock exchange of Euronext Amsterdam N.V. (Euronext Amsterdam). At the date of this Offer Memorandum Wegener has issued 8,089,718 FinPrefs with a par value of EUR 0.30 each. The FinPrefs are all held by the FinPref Tmst, which has issued depository receipts of the FinPrefs to Delta Lloyd N.V. and Beleggingsmaatschappij Voorburgwal B.V. Wegener holds 3,889,545 depository receipts of FinPrefs. As at the dateof thisoffer Memorandum, theofferor has reached agreement with Delta Lloyd N.V. and Beleggingsmaatschappij Voorburgwal B.V. on the sale and purchase of the depository receipts of FinPrefs as per the Settlement Date, subject to the Offer being declared unconditional by the Offeror. 5.3 The Offer Shareholders tendering their Shares under the Offer will be paid an amount in cash of EUR or, alternatively, Mecom Shares, representing a value of EUR per Share as per 7 May 2007 and a value of EUR as per 24 August 2007 in respect of each Share validly tendered (or defectively tendered provided that such defect has been waived by theofferor) and delivered (geleverd), subject to the Offer being declared unconditional. 5.4 Fractions In so far as thenumberof Shares tendered for acceptance and delivered under the Exchange Offer would otherwise result in the issue effractions of Mecom Shares, such fractions will not be issued but instead be settled for cash through the Settlement Agent. Such payment will be in EUR based on the opening priceof one Mecom Shareon AIMon the Acceptance Announcement Date and the GBP:EUR exchange rate as determined by the European Central Bank the day before the Acceptance Announcement Date. The rounding and settlement per individual Shareholder who has tendered and delivered the Shares in exchange for Mecom Shares in accordance with the terms and conditions set forth in this Offer 15

18 Memorandum will be basedon the normalpractice usedby Admitted Institutions. Ingeneral, the entitlement to a fraction of a Mecom Share will entirely be rounded downwards (with additional payment). 5.5 Substantiation of the Consideration The Consideration has been based on careful financial analyses, consisting, amongst others, of the following elements: (a) (b) (c) (d) (e) the historical share price of Wegener, also compared with the share price performance of other comparable publicly traded companies. Comparables were drawn from European regional and national newspaper companies, including, inter alia, companies such as Trinity Mirror plc and Gmppo L'Espresso. These comparables were analysed in the context of operating in differing countries and with differing product portfolio's, and being listed on different stock markets; the historical developments and potential future developments conceming the profitability of Wegener, including potential future developments based on expected Gross Domestic Product growth in the Netherlands, the contemplated strategy of Wegener as detailed in section of the Offer Memorandum and the value creation ofthe combined group as detailed in5.6.1 ofthe Offer Memorandum; an analysisof trading and transaction multiples based onfinancial terms, to the extent available, of other publicly traded companies active in the same sector and market segments as Wegener (as outlined in 5.5 (a))and other comparable European regional newspaper transactions (drawn from a variety of transactions across European regional newspapers), respectively. These comparables, including, inter alia, Mecom's acquisitions of Limburg Media Group in June 2006 and Orkla Media in July 2006, were analysed in the context of their differing countries and markets of operation, performance and product portfolios; a discounted cash flow analysis based on historic and expected developments in the operational and financial performance of Wegener; and an analysis of 19 relevant Dutch public offers during the period from January 2004 to May 2007, showing a 1 day, pre speculation, average premium of 26 per cent. This sample included, by way of example, Unibail/Rodamco Europe, GildeBuy Out Partners/Koninklijke Nedschroef and De Lage Landen/Athlon, as the three most recent transactions. In addition, the Consideration was determined by using publicly available information as derived from annual accounts. Analyst's reports (including reports issued by ING, ABN AMRO, Fortis Bank, Rabo Securities, Kempen & Co, SNS Securities, KBC Securities, Petercam, Kepler Equities and CA Chevreaux) were also reviewed, as were market reports, press releases and additional financial information provided by Wegener. The Cash Offer represents: (a) (b) a premium of 5.4% over the closing price of the Shares on 7 May 2007, the last Business Day prior to the joint press release of Wegener and Mecom, dated 8May 2007, announcing that the expectation was justified that agreement could be reached on the terms and conditions on which Mecom would be prepared to make the Offer (the First Public Announcement); a premium of approximately 18.2% over the average share price of the Shares in the three months prior to the First Public Announcement; 16

19 (c) (d) a premium of 31.6% over the closing price of the Shares on 8March 2007, the day before the announcement by Mecom that it had acquired 10,594,763 Shares (approximately 23.6% ofthe Shares and 20.0% of the issued and outstanding share capital of Wegener at the date of this Offer) from Telegraaf Media Groep N.V.;and a premium of 39.4%over the average share price of the Shares over the last three months up to and including 8March 2007, the day before the announcement by Mecom that it had acquired 10,594,763 Shares (approximately 23.6% of the Shares and 20.0% of the issued and outstanding sharecapital of Wegener at the dateof this Offer) from Telegraaf Media Groep N.V. As at 24 August 2007, the Exchange Offer represents: (a) (b) (c) (d) a premium of 2.7% over the closing price of the Shares on 7 May 2007, the last Business Day prior to the First Public Announcement; a premium of approximately 15.2% over the average share price of the Shares in the three months prior to the First Public Announcement; a premium of 28.3% over the closing price of the Shares on 8 March 2007, the day before the announcement by Mecom that it had acquired 10,594,763 Shares (approximately 23.6% ofthe Shares and 20.0% of the issued and outstanding share capital of Wegener at the date of this Offer) from Telegraaf Media Groep N.V.; and a premium of 35.9%over the average share price of the Shares over the last three months up to and including 8 March 2007, the day before the announcement by Mecom that it had acquired 10,594,763 Shares (approximately 23.6% of the Shares and 20.0% of the issued and outstanding sharecapital of Wegenerat the date ofthis Offer) from Telegraaf Media Groep N.V. As at 24 August 2007, the Cash Offer values all of the Shares not yet owned by the Mecom Group at EUR million and the ExchangeOffer values all of the Shares not yet owned by themecom Group at EUR million. 5.6 Rationale for the Offer The Offeror and Wegener strongly believe that a business combination between the Wegener Group and the Mecom Group would provide both short term and long term strategic, financial and other benefits to the parties, including the following benefits: (a) (b) (c) (d) the Combined Group will create a leading paneuropean regional newspaper publisher with a combined proforma 2006 salesof EUR 2.0 billion and proforma 2006 EBITDA ofeur million; the Combined Group will be well placed to create value from driving top line growth and operating efficiencies; the businesses of Wegener and Mecom will cover much of the Netherlands creating opportunities for economies of scale in production processes as well as for advertisers in print and online; the large subscriber base of publications owned by the Combined Group will offer attractive opportunities for developing new revenue streams through the sale of new publications and ancillary products; Wegener's existing online activities can be leveraged further throughout the Combined Group; and 17

20 (e) the opportunity to realise significant cost savings and other synergies On 8 March 2007, Mecom agreed to acquire from Telegraaf Media Groep N.V. 10,594,763 Sharesheld by Telegraaf Media GroepN.V. On 20 August 2007, Mecom agreed to acquire from Bestinver Gestion SGIIC 2,634,812 Shares held by Bestinver Gestion SGIIC and on 21 August 2007 Mecom bought 352,240 Shares. As a result hereof, Mecom holds 13,581,815 Shares, representing approximately 30.28%of the Shares and approximately 25.66% of the issued and outstanding share capital of Wegener as per 24 August Reference is made to Section and (Acquisition Shares held by Bestinver Gestion SGIIC and Other transactions) The Mecom Group and Wegener will consider a combination of the resources and potential of Limburg Media Group and Wegener, creating a strong position inthe Dutch market for regional newspapers. Any such combination will require a further full analysis of all relevant stmctural, organisational and commercial aspects and will be subject to all applicable consultation and approval procedures The Cash Offer provides Shareholders the opportunity to realise immediate value in cash for their Shares, eliminating significant price risk related to future investment, execution uncertainty and any liquidity discount upon sale Shareholders opting for the Exchange Offer are given the opportunity to participate in the potential benefits generated by combining the business activities of Mecom and Wegener. Shareholders who are considering accepting the Exchange Offer should carefully review the Prospectus and consult a financial adviser, before making a decision to accept the Exchange Offer. 5.7 Recommendation by the Supervisory Board and Management Board As set out in Section 8 (Recommendation by the Supervisory Board and the Management Board), the Supervisory Board and the Management Board, after giving due consideration to the strategic, financial and social aspects of the Offer, fully support and unanimously conclude that the Offer is in the best interests of the Shareholders and all other stakeholders in Wegener and the Supervisory Board and the Management Board fully support and unanimously recommend the Offer to the Shareholders. The Supervisory Board and Management Board note that their support and recommendation of the Offer is qualified in respect of the Exchange Offer in view of the fact that they have performed limited due diligence on the Mecom Group. Their support and recommendation of the Exchange Offer is not intended to purport to be and should in any event not be interpreted or considered as a recommendation to invest in Mecom Shares. Each Shareholder should consult its financial adviser and carefully review the Prospectus before making a decision to accept the Exchange Offer. The Supervisory Board and the Management Board are of the opinion that the Offer is reasonable and fair to the Shareholders. In this respect, reference is made to the Fairness Opinion rendered by NIBC, as included in Section 7 (Fairness Opinion of NIBC) of this Offer Memorandum. See Section 8 (Recommendation by the Supervisory Board and the Management Board). 5.8 Offer Conditions Notwithstanding any other provisions of the Offer, the obligation of the Offeror to declare the Offer unconditional shall be subject to the following conditions precedent being satisfied in the reasonable judgement of the Offeror, or waived by the Offeror, on or before the Tender Offer Closing Date or the Postponed Tender Offer Closing Date, as the case may be.