telegraaf media groep annual report 2012

Transcription

1 telegraaf media groep annual report 2012

2 On the front page and on the illustrated pages in this report you will come across Pieter & Sophie. They symbolise the target groups that are the focus of TMG s brands, products and services. Brands and companies that are best able to enter into a relationship with their customers are going to be the most successful. TMG connects brands with people. Pieter & Sophie are inspecting TMG s new logo on the front page. A new logo that illustrates a new era. You can bring Pieter & Sophie s world alive by viewing the video at Go to Vision and ambition via the section About TMG. This annual report is a translation of the original text in Dutch, which is the official version. In case of any discrepancies the Dutch version will prevail. The annual report is also available in the English language via: For more information: corporatecommunication@tmg.nl Telegraaf Media Groep N.V. Visiting address: Basisweg 30, Amsterdam Mail address: P.O. Box 376, 1000 EB Amsterdam Telephone:

3 telegraaf media groep annual report 2012

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5 TMG Annual Report contents 6 Foreword by the Executive Board 8 Members of the Executive Board and the Supervisory Board 9 Report by the Supervisory Board 12 Report by the Executive Board 12 Consolidated Key Figures 13 Consolidated Information 13 Financial Performance 20 Corporate Affairs 24 Telegraaf Media Nederland 24 Daily Newspapers, Free Local Papers (distributed door-to-door), Magazines, Digital Media 34 Sky Radio Group 35 Keesing Media Group 36 Other Activities 36 Hyves 36 Groupdeal 36 Mobillion 36 Telegraaf Drukkerij Groep (TDG) 36 Telegraaf Media ICT (TMI) 37 TMG Distributie 37 Shared Service Center 38 Participating Interests 40 Risk Management 46 IN CONTROL Statement 47 Corporate governance 48 Sustainability Report 53 Financial Statements 55 Consolidated Financial Statements 59 Notes to the Consolidated Financial Statements 99 Company Financial Statements 103 Notes to the Company Financial Statements 111 Other Information 111 Subsequent events 112 Independent Auditor s Report 113 Provisions in the articles of association concerning the appropriation of profit 114 TMG Preference Shares Trust and TMG Priority Share Management Trust Annual Report of the TMG Share Administration Trust 118 ABOUT TMG

6 TMG Annual Report Foreword by the Executive Board 2012 result As announced in 2011, 2012 primarily was a transition year for TMG. A year in which we started to implement the new strategy and in which we aligned the organisation with the strategy that transforms TMG into a leading cross-media company. Also a year in which the ever-changing media world went into higher gear, especially due to the emergence of mobile internet on smartphones and tablets. From an economic perspective, the Netherlands in 2012 was faced with a faster shrinking economy than we had foreseen in TMG s total revenues were equal to 2011 revenues, primarily due to the growth in digital activities and the proceeds derived from acquired activities. The economic trends in the Netherlands had a negative impact, particularly on the advertising revenues of our daily newspapers, free local papers (distributed door-to-door), magazines and radio broadcasters. Considerable cost reductions were realised through means of reorganisation measures and by partnering with third parties in the delivery of daily newspapers. However, these cost savings were insufficient in terms of preventing the decline in the result. During the presentation of the strategy in December 2011 the expected recurring EBITDA result for all of 2012 was assumed to be approximately 20% below the 2011 result. In view of the highly disappointing advertising revenues achieved by print and online activities in the first six months of 2012 and the rather gloomy economic outlook for the Netherlands for the rest of the year, this expectation for 2012 was dropped when the semi-annual report was published. Due to the uncertainty about the further developments of advertising revenues during The strategic Metro and Megastar acquisitions contributed to keeping revenues up to par the rest of the year, no specific new projection was communicated. In the meantime it is clear that especially due to the impact of the persisting poor advertising market, the adjusted operating result over 2012, prior to depreciation, amortisation, interest and taxes declined to 41.3 million. The net result to a significant degree was influenced by impairments amounting to 41.5 million, of which 36.5 million pertained to Hyves, Within online all activities of TMG have been integrated, resulting in group-wide pooling of knowledge and expertise in the field of online product development. However, the financial results of Hyves for 2012 have not met the ambition. strategy implementation Agreement was reached with the employee participation bodies concerning the restructuring of the new organisation, and the rollout of the strategy presented at the end of 2011 gathered steam in Online activities, including video production, experienced growth in revenues; the strategic Metro and Megastar acquisitions also contributed to keeping TMG s revenues up to par and are meeting the goals set for them. At the same time, the cost reduction programmes resulted in lower organic operating expenses. In relation to online, steps were taken by acquiring a majority interest in GroupDeal.nl, the full acquisition of Webregio B.V., as a result of which TMG now is the 100% owner of Dichtbij and of course also through the development of a large number of new (mobile) applications and websites for products that have been part of the portfolio for some time. In addition, through the acquisition of an interest of 70% in online video producer and sales office Zoomin. TV Nederland, TMG has reinforced its position in the professionally produced video content market. In part as a result of this, TMG now is one of the largest providers of professionally produced videos in the Netherlands. In 2012, TMG was for more than half of its revenues dependent on daily newspapers. While many only think of printed publications in relation to daily newspapers, we consider our daily newspapers primarily as brands in which consumers and advertisers have a great deal of confidence and that distribute news, interpretation and entertainment 24 hours per day and 7 days per week via an increasing number of channels. By focusing on this and also by organising ourselves accordingly, we want to derive benefit from the opportunities that present them-

7 TMG Annual Report selves: expansion of the offer and reach, and expansion of the ways in which we offer content to our readers and customers. Further increase in scale through consolidation of the daily newspaper market was clearly a preoccupation in 2012 in the Netherlands. Consistent with the print consolidation strategy, we reinforced the print portfolio in September with the acquisition of the Dutch edition of the free Metro daily newspaper. In September we announced that an important step forward had been taken in terms of implementing the strategy and transforming our company into a leading cross-media company, by introducing a new organisation and management structure. The Executive Board and five management members of the business units together make up the Executive Committee. Within the new organisation structure all operational business units that are responsible for the growth of our business are represented. This results in more entrepreneurship and clearer accountability. This has transformed TMG from a holding company into an operational company and the company s decisiveness has consequently increased. Sky Radio Group is well on its way with its transformation. Listening figures and market share in the advertising market are rising. Keesing Media Group continued its buy and build strategy. The integration of Megastar is on scheme. As TMG focuses on implementation of the core business strategy in print, online and radio the activities of Keesing Media Group are under strategic review. dividend and buyback of company shares The proposal is not to distribute any dividends for the 2012 reporting year. If in July 2013, during the General Meeting of Shareholders of ProSiebenSat.1 Media AG the proposal to distribute a 5.63 dividend for the 2012 reporting year is approved TMG will distribute an interim dividend in August / September The dividend will be 0.47 per share. A total of 278,468 shares and depositary receipts for shares were bought back in 2012 at an average price of 8.97 per share as part of an ongoing buyback programme resulting in an outgoing cash flow of approximately 2.5 million. Since the inception of the buyback programme, 1.4 million shares and depositary receipts for shares have been bought back representing 2.93% of the issued capital. to our employees 2012 has been a challenging year as well, during which employees and management have made major efforts to increase the results from online activities to the maximum possible extent, to maintain or improve the results from print and radio where possible, and to solidify the position of puzzle activities at a high profitable level and where possible to continue to further expand it. In addition, a great deal of energy was devoted to contributing to developing and shaping the new organisation required to be able to transform the company into a cross-media company. In addition, there were reorganisations, while at the same time activities continued to be pursued at an undiminished pace. We therefore want to thank all involved parties for their major efforts and the hard work that has been put in over the past year. Supervisory Board Mr A.J. van Puijenbroek at the beginning of 2012 decided to step down as a member and vice-chairman of the Supervisory Board of TMG. Mr Van Puijenbroek has been a member of the Supervisory Board since 1975, seventeen years of which were as Chairman. We are very appreciative of his long-term efforts and commitment to the company. outlook For the year 2013, the company expresses no specific expectation concerning the result. The following developments will have an impact on the result: Print: - Decline in print advertising revenues; - Modest decrease in circulation revenues; - Acceleration in the current cost-savings program; Online: increase in online revenues; Radio: modest increase in radio advertising revenues. Keesing Media Group is under strategic review. The funds that may become available from ProSiebenSat.1 Media AG will be used to provide the core business with a healthy balance sheet and to create liquidity for shareholders. TMG continues to roll out the current strategy for the core businesses with more limited resources and more efficiently while maintaining a solid capital structure. Due to the bad market conditions TMG suspends its financial targets for in conclusion The market trends in 2012, during which changes in the use of media by consumers and advertisers further accelerated, resulting in the earlier reported TMG financial results, strengthen our confidence that the direction we have chosen to pursue is the right one. We are determined to focus on the changes in the market and to further shape our strategy through the realisation of compelling content - that target groups are prepared to pay for - on our way to a cross-media and multimedia company with renewed growth in terms of revenues as well as result. On behalf of the Executive Board H.M.P. van Campenhout, CEO

8 TMG Annual Report Members of the Executive Board and the Supervisory Board As at 31 December 2012 members of the Executive Board H.M.P. van Campenhout (1960), CEO Herman van Campenhout joined TMG as Chief Executive Officer (CEO) in February Before this, from 2001 to the beginning of 2010, Herman van Campenhout was employed by Reed Elsevier, most recently as CEO of the Science & Technology Division. During this period he acquired the necessary experience in the media industry and successfully managed transitions from print to digital media. After that he was CEO of USG People for a short period of time. During the period 1984 to 2001, Herman van Campenhout was employed in various international management positions at Shell. Van Campenhout studied law at Erasmus University Rotterdam and Commercial Economics at the School of Higher Economics in Rotterdam. F.Th.J. Arp (1954), CFO Fred Arp has been the company s Financial Director since July He became a member of the Executive Board in From 1991 until June 1997, inclusive, he was a partner in the Deloitte & Touche Registered Accountants firm. Before that, he also worked in the field of accounting practice. Arp studied Business Economics and Accountancy at Erasmus University Rotterdam. members of the Supervisory Board M.A.M. Boersma (1947), Chairman Mr Boersma is a Dutch citizen and is registered as an independent consultant. He holds various positions, including member of the Supervisory Board of PostNL, Chairman of the Supervisory Board of ProRail, Chairman of the Supervisory Board of the VieCuri Medisch Centrum, Chairman of the Board of Prometheus Energy, Redmond WA, USA and non-executive board member of Neste Oil Corporation, Helsinki, Finland. In addition, he is member/chairman of several foundations. During the period , Mr Boersma was a member and Chairman of the Executive Board of Essent N.V. He was initially appointed as a member of TMG s Supervisory Board on 30 August His current term runs to International B.V. He was initially appointed as a member of TMG s Supervisory Board on 26 September His current term runs from 2011 to D.H.H.D. Ropers (1972), Secretary Mr Ropers is a German citizen and is Managing Director of Bol.com. In addition, he is a member of the Management Board of the Dutch home shopping sector association Thuiswinkel. org. Mr Ropers was appointed as a member of the Supervisory Board on 22 April His term expires in M. Tiemstra (1954) Ms Tiemstra is a Dutch citizen and was CEO of the Arbo Unie (until February 2013) and a former member of the Executive Board of Eureko N.V. In addition, she is a member of the Supervisory Board of the AON Groep Nederland B.V. and a member of the Supervisory Board of the National Maritime Museum in Amsterdam. She was initially appointed as a member of TMG s Supervisory Board on 5 June Her current term runs from 2011 to A.R. van Puijenbroek (1975) Mr Van Puijenbroek is a Dutch citizen and is director of VP Exploitatie N.V. His (first) term runs from 2012 to Mr Van Puijenbroek is a member of the Supervisory Board of Batenburg Techniek N.V. and non-executive director of Billboard Technology Industries N.V. New legislation was introduced effective 1 January 2103, concerning the balanced composition of the Executive Board and the Supervisory Board. Pursuant to this legislation at least 30% of the board members must be male and at least 30% must be female. Future appointments will aim for achieving a balanced composition of the Executive Board as well as the Supervisory Board within available opportunities. J.G. Drechsel (1955), Vice-chairman Mr Drechsel is a Dutch citizen and is CEO of BCD Holdings N.V. In addition, he is a member of the Supervisory Board of TRX Inc., Eneco Holding N.V., FleuraMetz B.V. and Parkmobile

9 TMG Annual Report Report by the Supervisory Board We hereby present the report, the balance sheet as at 31 December 2012 and the income statement for 2012 with explanatory notes, as compiled by the Executive Board. The financial statements have been audited and approved by Deloitte Accountants B.V. in Amsterdam, as stated in the auditor s report included in this annual report. The Supervisory Board discussed the financial statements with the auditor at the annual meeting, after which we signed the financial statements to comply with the Board s legal obligation pursuant to Article 2:101 paragraph 2 of the Netherlands Civil Code. During the past year, the Supervisory Board met with the Executive Board six times during regularly planned meetings. Topics such as the general, financial and operational state of affairs, acquisitions including Metro, the TMG financing agreement and the status of the company shares buyback programme up to a maximum of 5% of the issued capital, were addressed. We were regularly informed by the Executive Board about important trends in the media sector. In additional meetings with the Executive Board we focused on the potential consolidation movements on the print market in the Netherlands. During meetings in the absence of Executive Board members we discussed the composition and the performance of the Executive Board and its members, as well as the progress of the strategy being pursued and the organisational changes. In August 2012, the Supervisory Board evaluated its performance under the direction of an external consultant. A decision was taken to expand the Board with a supervisory board member with specific financial expertise. In addition, a Remuneration and Selection Committee was created, and Mr Drechsel was appointed as vicechairman of the Supervisory Board. The percentage of attendance at meetings of the Supervisory Board was 95%. In our capacity as Audit Committee, we held four meetings with the Executive Board, the external auditor from Deloitte and TMG s Head of Group Internal Audit. The subjects discussed included TMG s annual, semi-annual and quarterly figures, the internal risk management and control system and its actual implementation, the status of operational and strategic risk management, IT systems, the 2012 audit findings and the 2011 audit follow-ups. During the meeting of 13 March 2012, we discussed a number of matters with Deloitte present, including the financial portion of the 2011 Annual Report. The shareholders meeting of TMG held on 26 April 2012 approved the appointment of Deloitte as auditor. In the presence of Deloitte the 2012 management letter was discussed in the meeting of 1 November Finally, the Board decided to institute an Audit Committee from its members in The newly to be appointed supervisory board member will become the chairman of this committee. The Remuneration Committee met once in 2012 concerning the remuneration of the Executive Board. We established the variable remuneration of the Executive Board for 2012 and the fixed remuneration for 2013 on the basis of our remuneration policy. In view of the results achieved in 2012, the Executive Board decided to forego the variable remuneration over 2012 and indexation of the fixed salary as per January first The Supervisory Board appreciates this gesture. The Executive Board s terms and conditions of employment consequently stayed unchanged. The remuneration of the members of the Executive Board is recorded on page 107 of this report. The Executive Board s remuneration policy is available on TMG s website. We owe A.J. van Puijenbroek, who retired from the Supervisory Board in 2012, a debt of gratitude for his long-term efforts on behalf of the company. Mr Van Puijenbroek was a member of the Supervisory Board for thirty-seven years, of which seventeen were as Chairman of the Board. During that period the company experienced a long-term period of growth, and the first reorganisations, the introduction of the internet, as well as the far-reaching digitisation of business processes. During all changes, Mr Van Puijenbroek each time in a sensible manner and in his own way gave substance to his tasks as a member and chairman of the Supervisory Board and in this respect always put the interests of the company first. We are exceptionally grateful to Mr A.J. van Puijenbroek for this. In the General Meeting of Shareholders of TMG held on 26 April 2012, the shareholders approved the nomination of Mr A.R. van Puijenbroek as member of the Supervisory Board of TMG. Mr P. Morley MSc (COO), member of the Executive Board from December 2007 to April 2012 inclusive, left the Executive Board in May We are also appreciative of his efforts over the past years. The Supervisory Board meets the independence criteria of best practice provision III 2.1 of the Corporate Governance Code. According to the above criteria Mr. AR Puijenbroek is regarded as dependent member of the Supervisory Board. An informal meeting was held between the chairmen of the Supervisory Board and the Central Works Council (CWC) during the reporting year. Furthermore, one of us attended a CWC meeting in We would like to express our gratitude to the Executive Board and all employees for the manner in which they discharged their duties in We recommend that: 1. The 2012 financial statements be approved as set out in the documents presented. 2. The Executive Board be granted discharge for the policies pursued in The Supervisory Board be granted discharge for the supervision conducted in A dividend be adopted of nihil per share of 0.25 nominal value for the 2012 financial year (2011 financial year: cash dividend of 0.47 per share of 0.25 nominal value). Amsterdam, 11 March 2013 On behalf of the Supervisory Board M.A.M. Boersma, Chairman

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11 Pleased to meet you In the 2011 Annual report we introduced you to Pieter. Pieter represents our customer. The person at the centre of our focus; you in other words. Of course Pieter s name could just as well have been Frank, Daniel or Amir, but we settled on the name Pieter. This year we would like to introduce you to Sophie, Pieter s partner. She too fulfils a symbolic function and could therefore also have been called Esther, Sylvia or Anna Marie was an exciting year for Pieter and Sophie. The value of their home dropped considerably and a move is therefore out of the question for the time being. The renovation that Sophie had set her sights on has been deferred and perhaps cancelled altogether. They prefer to increase their savings; after all, you never know. They thought the elections were exciting; their political preference vacillated during the campaign and even continued to vacillate after they voted. In the meantime they are a little tired of the crisis and the worries about tomorrow. This is probably why, more than usual, they enjoyed the performance of the orange team at the Olympic Games and why they were truly sad about the performance of the orange football team in Ukraine. Without necessarily being aware of this, Pieter and Sophie consumed more TMG media than ever before. Because even though the past year may have been a transition year for TMG, that does not mean that TMG remained idle.

12 TMG Annual Report Consolidated Key Figures In thousands of euros Revenues 577, ,200 Operating result -42,076-82,484 Financial income and expenses 14,504 35,230 Result before tax -27,572-47,254 Income tax -11,836-9,408 Net result of the year -15,736-37,846 Minority interest ,256 Nettoresultaat toe te rekenen aan aandeelhouders Telegraaf Media Groep -15,135-32,590 Proposed result appropriation (not included in the financial statements) Deducted/Released from reserves -15,135-32,590 Dividend payment - 21,915 Pay-out ratio - p.m. Cash flow from operating activities 21,977 17,485 Per share in Result Cash flow from operating activities Dividend Employees (fte) at year end 2,925 2,940 The 2012 and 2011 annual figures have been prepared in accordance with the IFRS EU guidelines applicable in The significant accounting policies are included in the consolidated financial statements.

13 TMG Annual Report Consolidated Financial Information financial performance The total revenues, in the amount of million, were equal to 2011 revenues due to the Metro, GroupDeal and Zoomin.TV acquisitions. Megastar was acquired by the Keesing Media Group in France at the end of 2011; The revenues from digital activities (including video production) rose by 3.4% to 82.2 million (2011%: 79.5 million). Excluding Hyves, revenues rose by 18.9%; The recurring EBITDA result for 2012 was 41.3 million and is 21.2 million lower than it was in The decline is primarily due to declining advertising revenues; Financial income and expenses include 17.7 million (2011: 38.3 million) as the result from the participation in ProSieben- Sat.1 Media AG. A book profit was recognised in 2011 concerning the sale of the Belgian and Dutch activities; The operating result in 2012 was negatively impacted by impairments in the amount of 41.7 million (2011: 52.1 million). In addition, one-time restructuring costs in the amount of 43.9 million were recognised in results (Recurring) EBITDA Amounts in thousands of euros Revenues 577, ,200 Other operating income 20 1,358 Raw and auxiliary materials -46,325-42,897 Personnel costs -224, ,372 Other operating expenses -272, ,078 EBITDA 34,285 16,211 Normalisations Restructuring costs 1,130 43,910 Other 5,923 2,354 Total normalisations 7,053 46,264 Recurring EBITDA 41,338 62,475 Depreciation -10,974-11,424 Amortisation -23,699-35,177 Impairment losses on fixed assets -41,688-52,094 Operating result -42,076-82,484 TMG is sensitive to the economic cycle and this puts additional pressure on advertising revenues during economic slumps, due to cutbacks in advertising budgets by the business community. Nevertheless, TMG in 2012 managed to stabilise total revenues at million. The EBITDA result, adjusted to account for exceptional revenues and expenses, declined from 62.5 million in 2011 (10.8% of revenues) to 41.3 million in This resulted in a recurring EBITDA margin of 7.2% of revenues. The operating result (EBIT) was negative 42.1 million in 2012 (2011: negative 82.5 million). In 2012, as well as in 2011, the operating result was to a high degree impacted by impairment losses on intangible assets and real estate. Furthermore, a restructuring provision was charged to the result in In 2012, the impairments comprised a downward valuation of 36.5 million on the intangible assets in the other activities segment, including Hyves social media activities. The downward valuation is primarily due to the drop in visitor numbers to this social network and the expected lower future revenues. Furthermore, real estate was subjected to a downward valuation of 5.2 million (2011: 0.9 million), including buildings held for sale. In 2011, impairments amounted to 52.1 million, including a 44 million downward valuation of the Sky Radio Group and 8.1 million due to terminated activities within Telegraaf Media Nederland. Because TMG is implementing a 70 million cost reduction programme, including a 350 FTE reduction, a restructuring provision of almost 44 million was made in revenues 39,5% 7,8% 0,5% 1,8% 50,4% n Advertisements n subscriptions + Single Copy Sales n Distribution n Printing for Third Parties n Other Revenues Recurring EBITDA Margin 7.2% 10.8% Number of employees at year-end (FTEs) 2,925 2,940

14 TMG Annual Report Consumer and producer confidence in the Netherlands was low in 2012 and a shift in media spending, from print to online, has been perceptible for a number of years. These trends together are responsible for putting additional pressure on TMG s advertising revenues from print activities. Although revenues remained stable in the reporting year, there was however a shift among activities and between the different sources of income. Advertising revenues from print activities declined by 10.8% (2011: 8.3%) and from radio by 1.2% (2011: 8.3%). On a percentage basis, the decline was highest for the regional dailies and the free local papers (distributed door-to-door). The decline was evident in virtually all sectors (national, regional and personnel) and, in addition, was also due to removing a number of free local papers (distributed door-to-door) from the market. The decline for the national dailies, relatively speaking, was not as high (-4.6%). Of course this was in part also due to the acquisition of the Metro daily in September The acquisition of Metro is the direct consequence of TMG s strategy to further strengthen its market leadership in print media, in addition to developing its online and radio pillars. Sp!ts and Metro collectively reach 2.9 million persons thirteen years of age and up, each day. The Sky Radio Group s advertising revenues dropped by 0.4 million due to lower media spending in the entire radio market. The Sky Radio Group s share of spending rose slightly, primarily due to rising listener figures. The revenues from digital activities (including video production) rose by 3.4% to a total of 82.2 million. On an average day, Telegraaf.nl attracts approximately 1.4 million unique visitors and has also managed to convert this into growing advertising revenues. An advanced automated trading tool is used for this purpose, among others. TMG increased its interest in GroupDeal to 60% in January GroupDeal is a Dutch collective buyer s platform that bundles the strength of group purchasing and social media and in this way can offer products and services at attractive prices. Circulation revenues rose by 18.4 million to million. The increase is primarily due to the acquisition of Megastar by the Keesing Media Group. The circulation revenues of the puzzle magazines in 2012 rose by a total of 23 million. The circulation revenues of the dailies declined by 4.4 million due to fewer permanent subscriptions and less promotion-oriented single copy sales. The single copy sales of the printed De Telegraaf publication abroad dropped because more and more subscribers abroad read the newspaper on their smart phone or tablet. At the end of 2012, TMG acquired 70% of the shares in Zoomin.TV. The company s video content, including the prerolls sold to advertisers, can be viewed on 142 websites in the Netherlands. TMG in this way enriches its offer to consumers and advertisers and implements its strategy to further strengthen its position in the fast growing online market. Of the total revenues in 2012, 63.6 million was realised abroad (2011: 37.5 million). The increase abroad is primarily due to the acquisition of Megastar in France. The revenues abroad concern the international activities of the Keesing Media Group in Denmark, Sweden, Belgium, France, Spain and Germany. Aside from this, De Telegraaf maintains circulation activities primarily in Southern Europe. segmentation of revenues x 1 million Telegraaf Media Nederland National dailies % % Regional daily newspapers % % Free local papers (distributed door-to-door) % % Magazines % % Internet % % Other % % % % Keesing Media Group Puzzle magazines % % Gaming % % % % Sky Radio Group Radio % % Internet % % % % Other Activities Distribution % % Print orders % % Internet % % Other % % % % Total % %

15 TMG Annual Report operating expenses Operating expenses declined by 41.7 million to million in One-time restructuring costs were recognised in 2011 as a result of the initiated cost reduction programme. The adjusted organic operating expenses decreased by 20.4 million as a result of various factors, including reduced personnel and distribution costs and the lower cost of paper and amortisation. The costs of raw and auxiliary materials increased by 3.4 million as a result of the acquisitions of Metro and Megastar. There was an organic decrease of 1.1 million as a result of a decrease in volume (lower circulation and fewer titles) and the lower cost of paper. The stock of raw and auxiliary materials maintained at the end of 2012 was valued at 8.8 million (2011: 15.7 million). Personnel costs in 2012 declined by 35.9 million to million. In 2011, 43.9 million was allocated to the restructuring provision for a reduction of 350 FTEs. The FTE reduction is part of the 70 million cost reduction programme. The number of employees declined from 2,940 at year-end 2011 to 2,925 at year-end This decline represents the balance of an increase due to the acquisition of GroupDeal, Metro and Zoomin.TV and the expansion of the activities of, for example, Dichtbij.nl, and a decrease in the number of FTEs due to the current reduction programme. The average added value per employee rose from 90,000 in 2011 to 97,000 in Other operating expenses rose by 13.0 million, while organic other operating expenses dropped by 3,9 million. The organic decline can be explained by lower distribution costs due to the joint initiative with the De Persgroep and the The average added value per employee rose from 90,000 to 97,000 There was an organic decrease in recurring personnel costs. Prior to special items and acquisitions, personnel costs declined by 1.2 million as a result of the FTE reduction programme. The decline was realised in spite of an increase in Healthcare Insurance (ZVW) and Unemployment Insurance (WW) premiums of 1.7 million and the 0.5 crisis levy. At the end of 2012 the supplementary pension scheme, to which a number of TMG employees in the Netherlands were entitled, was frozen. In the context of freezing the scheme, a one-time 1.6 million charge was recognised in personnel costs. added value per employee Average added Added Average value per value number of employee (x 1 million) FTEs (x 1,000) 2008* , , , , , * Including activities discontinued in 2009 annual effect of the distribution partnership with Wegener and NDC. Selling costs rose as a result of campaigns in the context of the European Football Championship in Poland and Ukraine, and the Olympic Games, and a retention programme for De Telegraaf daily newspaper subscribers. Moreover, other operating expenses rose due to acquisitions. Depreciation charges in 2012 are virtually the same as in The printing presses at Amsterdam campus and in Alkmaar are currently being converted to full-colour capacity. As soon as these are commissioned, depreciation will show a limited increase. An impairment of 36.5 million took place within the other activities segment. In addition to supporting activities (such as printing and distribution), a number of online activities were also included in the other activities segment, including the Hyves social network. The downward valuation is primarily due to the drop in visitor numbers to this social network and the expected lower future revenues. Impairments totalling 5 million were recognised for real estate in 2012 (2011: 0.9 million) due to structurally lower market values and the closing of an office building. Impairments totalling 52.1 million were recognised for fixed assets in The Sky Radio Group s goodwill was impaired

16 TMG Annual Report by 44 million due to the projected structurally lower future results. In addition, a number of activities was terminated within Telegraaf Media Nederland, including a number of free local paper titles and titles in the job market cluster acquired in the past. Due to the relatively limited scope of these activities, these items are not separately classified. The financial income and expenses include TMG s 6% interest in the ProSiebenSat.1 Media AG (ProSiebenSat.1) associate over 2012 in the amount of 17.7 million. In 2011, the share in the result of ProSiebenSat.1 Media AG was 38.3 million, including 22.5 million for the disposed Dutch and Belgian operations (including book profit). The revenue on the basis of continued operations over the 2012 reporting year was 2,356 million (2011: 2,199 million). During the last General Meeting of Shareholders of ProSieben- Sat.1, a dividend of 1.15 per share was adopted for the shares with voting rights for 2011 (2010: 1.12). TMG owns 13,127,832 of such shares. The 11.5 million dividend received, subject to the deduction of income tax at source, was deducted from the value of TMG s interest in ProSiebenSat.1. TMG received a restitution of income tax at source on the dividend for the 2011 financial year in the amount of 2.2 million, which was also deducted from TMG s interest. In relation to more recent developments concerning ProSieben- Sat.1, please refer to page 38 of this report. The tax item in 2012 showed a income tax credit balance of 11.8 million (2011: 9.4 million). The effective tax burden was 42.9% in 2012 (2011: 19.9%). cash flow The net cash flow from operating activities increased from 17.5 million to 22.0 million. This improvement was realised due to a lower paper inventory and trade receivables. This was offset by the higher outflow of redundancy payments. The cash flow from investments in 2012 amounted to 34.4 million (2011: 39.8 million). The investments in property, plant and equipment in the amount of 24.1 million primarily consisted of the phased conversion of the printing presses and colour units in Alkmaar and Amsterdam, which are to be completed in 2013 and 2014 respectively. Furthermore, investments amounting to 19.6 million were made in new operating activities concerning Metro, Zoomin.TV and GroupDeal. In addition, the remaining shares of the management of Dichtbij.nl were acquired in December TMG became full owner of Dichtbij with the takeover of the remaining shares of the management at the beginning of December The net cash flow from operating activities increased to 22.0 million In 2011, the French Megastar was acquired by the Keesing Media Group and a number of smaller acquisitions took place. The dividend received concerns the ProSiebenSat.1 dividend. The cash flow from financing activities was positive 6.5 million (2011: negative 2.3 million). TMG in 2012 distributed a 21.8 million dividend (2011: 21.5 million) and bought back company shares valued at 2.5 million (2011: 11.2 million). As at year-end 2012, the carrying value of TMG s equity interest (prior to the payment of the dividend over the 2012 financial year) amounted to million or approximately per share with voting rights. During the shareholders meeting of ProSiebenSat.1 of 15 May 2012, TMG s CFO F.Th.J. Arp was appointed as a member of the Supervisory Board and as a member of the Supervisory Board s Remuneration Committee, as the successor to Mr H.M.P. van Campenhout, TMG s CEO. TMG refinanced its debt and a new bank financing facility was negotiated for a period of 3 years for a total value of 125 million for the purpose of financing the acquisitions, converting the printing presses and redeeming the short-term loan with the Rabobank. Of this, 50 million was concluded for three years with interim repayment obligations. The remaining amount consists of a credit facility. The annual FM licence payments by Sky Radio Group in the amount of 7.7 million are included under the repayment of

17 TMG Annual Report long-term liabilities. The net financing position, excluding the future licensing fees owed by the Sky Radio Group, as at 31 December 2012 amounted to 79 million. shareholders equity At year-end 2012, shareholders equity attributable to the shareholders of TMG had declined by 39.4 million to million in comparison to the previous year. The comprehensive income attributable to the shareholders of TMG for 2012 amounted to negative 15.1 million. Dividends totalling 21.8 million were paid for the 2011 reporting year. The shareholders equity per share outstanding at year-end 2012 was 9.20 compared to 9.99 per share at 31 December shares During the 2012 reporting year, TMG bought back 278,468 shares and depositary receipts for shares, for a total of 2.5 million. These shares have not been withdrawn, as a result of which the composition of the number of shares in comparison to 2011 remains unchanged. As at 31 December 2012, there are 47,750,000 ordinary shares and 960 priority shares of 0.25 nominal value. Of the ordinary shares, 29,224,077 shares were converted into depositary receipts as at 31 December 2012, amounting to 61.2% (year-end 2011: 61.1%). dividend The proposal is not to distribute any dividends for the 2012 reporting year. If in July 2013, during the General Meeting of Shareholders of ProSiebenSat.1 Media AG the proposal to distribute a 5.63 dividend for the 2012 reporting year is approved TMG will distribute an interim dividend in August / September The dividend will be 0.47 per share.

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19 Busy with Print When it comes to print media, many consider TMG s most striking move in 2012 to be the Metro acquisition. Others say that the decision not to make a binding offer for Wegener was the most striking move. At the same time, 2012 is also the year in which the importance, or call it the power, of the newspaper was confirmed, particularly by De Telegraaf. And here we are not only referring to the paper publication, but all multimedia forms of publication, such as the ipad app, the website and the video productions produced by the editorial department. The role played by the De Telegraaf during the elections was very important to Pieter and Sophie and helped shape and adjust their opinions. However, the regional newspaper was a beacon for them as well. While in a lyrical mood, editor-in-chief, Sjuul Paradijs described the newspaper as follows: A newspaper is entirely yours. You can touch and feel the newspaper, you can smell it, it makes selections for you, there is a beginning and an end, and the newspaper s contents are burned into your brain. He ends with a rhetorical question: Is that old fashioned? Although Sophie and Pieter use all of the cross-media publication forms of their news sources, they are as yet unable to imagine life without a real, paper newspaper. They find the Metro and Sp!ts format very handy and they are therefore pleased that their regional newspaper will switch over to the tabloid format next month.

20 TMG Annual Report Consolidated Information corporate affairs In 2012, the emphasis was on the implementation of TMG s new strategy and time was devoted to the associated restructuring of the organisation. Following a consultation and an advisory process, the Central Works Council in September 2012 issued a positive recommendation and work on structuring the new organisation was started. As at 1 January 2013 the new legal structure was also completed. Executive Committee excessive salaries The tackling of the excessive salary issue also had its follow-up in First, the CLAs for newspaper journalists, free local paper journalists, general interest magazine and opinion magazine journalists, and the book and magazine publishers now include the possibility of formulating agreements concerning the approach to excessive salaries at the company level. Discussions were started with the relevant trade unions on this basis during the course of In view of the legal proceedings initiated by FNV KIEM and CNV Media against TMG concerning the implementation of the current agreement, these discussions will only be continued with NVJ. After the court ruled in favour of TMG in all areas concerning the approach to excessive salaries for employees covered by the Newspaper Publishers/Grafimedia CLA, the HAY methodology or without a CLA, the FNV KIEM and CNV Media lodged an appeal. Preparations for this appeal, which will only be heard in 2013, are in full swing. Another ruling in the legal proceedings that the Rotatiedrukkerij Voorburgwal Works Council had independently initiated against TMG concerning the implementation of the agreement was issued in March The court declared the Rotatiedrukkerij Voorburgwal Works Council arguments inadmissible. The Works Council has not appealed this ruling. CLA-related developments In 2012, the employers and trade unions started working on defining the outlines for a Framework CLA to replace the Newspaper Publishers CLA, the Newspaper Journalists CLA, the General Interest Magazine and Opinion Magazine Journalists CLA, the Book and Magazine Publishers CLA and the Trade Journal Journalists CLA. This work has not yet been finalised. While awaiting this Framework CLA, a number of CLAs was extended in The term of the Newspaper Publishers CLA was from 1 January 2012 to 31 December 2012 inclusive. A CLA increase of 1% was granted effective 1 July The term of the Newspaper Journalists CLA was from 1 January 2011 to 31 December 2012 inclusive. A CLA increase of 0.5% was granted effective 1 April The term of the General Interest Magazine and Opinion Magazine Journalists CLA was from 1 April 2011 to 31 March 2013 inclusive. A CLA increase of 1% was granted effective 1 July The Book and Magazine Publishers CLA expired on 1 July The negotiations to extend the CLA to 31 December 2012 inclusive fell apart.