Annual Report 2004
Transcription
n.v. holdingmaatschappij de telegraaf Basisweg 30, 1043 AP Amsterdam PO Box 376, 1000 EB Amsterdam +31 20 - 585 9111 This annual report is available in English at http://www.telegraafholding.nl For more information: [email protected] contents 4 annual report 4 5 6 Composition of the Managing Board Composition of the Supervisory Board Report of the Supervisory Board to Shareholders Consolidated key figures Preface from the chairman of the Managing Board • Prospects Consolidated data Publishing activities • National newspapers • Regional daily newspapers • Door-to-door publications • Magazines Other activities In-house facilitating companies Participations (Dutch) Corporate Governance Code 9 11 14 15 21 21 24 26 27 29 31 33 37 32 41 42 43 47 52 54 56 58 59 annual accounts Consolidated balance sheet Consolidated profit and loss account Principles of consolidation, valuation and determination of the result Notes to the consolidated balance sheet Notes to the consolidated profit and loss account Cash flow statement Balance sheet of N.V. Holdingmaatschappij De Telegraaf Profit and loss account of N.V. Holdingmaatschappij De Telegraaf Notes to the balance sheet and profit and loss account 64 64 66 67 68 70 72 76 82 84 other data Auditors’ report Post balance sheet events Legal/profit appropriation as provided for in the articles of association Special rights under the articles of association Publications and activities of De Telegraaf company as of January 2005 Report for the year 2004 of Stichting Administratiekantoor van aandelen N.V. Holdingmaatschappij De Telegraaf International Financial Reporting Standards (IFRS) Key figures as of balance sheet date Management subsidiaries january 2005 4 ANNUAL REPORT 2004 composition of the managing board As of 1 January 2005, the management profile changed from a group management without a chairman to a Managing Board with a chairman. A.J. Swartjes has been appointed chairman as of that date. A.J. Swartjes (1949) CEO/Chairman Mr A.J. Swartjes has been director since 1 January 1991, after having occupied several positions in the company since 1978. During the period from 1974 to 1978 he was attached to Reader’s Digest and to Colgate/Palmolive. Mr Swartjes studied economics at the Erasmus University in Rotterdam. F.Th.J. Arp (1954) CFO Mr F.Th.J. Arp became director of the company on 1 July 1997. From 1991 to 30 June 1997, he was one of the partners of Deloitte & Touche Accountants. Prior to this, he was already active in the field of accountancy. Mr Arp studied business economics and accountancy at the Erasmus University in Rotterdam. W.O. Kok (1961) COO Mr W.O. Kok was appointed director on 1 January 1999. He has been in the employ of De Telegraaf since 1986 and held several positions, including those of manager of the Amsterdam newspaper printing companies and Deputy General of the technical department. Mr Kok studied engineering at the Technical College in Amsterdam and economics at the University of Amsterdam. J. Olde Kalter (1944) Member of the Managing Board Mr J. Olde Kalter was appointed director on 1 January, 1995. Prior to this Mr Olde Kalter has held various positions within the company and in the course of his career was temporarily based in the United States. Mr Olde Kalter is a University of Utrecht law graduate, and editor-in-chief of daily newspaper De Telegraaf. ANNUAL REPORT 2004 5 composition of the supervisory board* A.J. van Puijenbroek, chairman Age Nationality Position Additional functions Initial appointment Current term 57 years Dutch Director N.V. Exploitatiemaatschappij Van Puijenbroek Supervisory Board member Media Groep Limburg B.V. Chairman Stichting Beheer van prioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf 15 - 05 - 1975 2003 - 2007 W.H. Charles, vice chairman Age Nationality Additional function Initial appointment Current term 71 years Dutch Supervisory Board member Media Groep Limburg B.V. 15 - 06 - 1994 2002 - 2005 H.L. Weenen, secretary Age Nationality Initial appointment Current term 60 years Dutch 26 - 06 - 1980 2004 - 2008 Mrs M. Tiemstra Age Nationality Position Initial appointment Current term 50 years Dutch Member of the Managing Board of Achmea-Eureko 05 - 06 - 2003 2003 - 2007 L.G. van Aken Age Nationality Additional functions 63 years Dutch Member of the Managing Board of Stichting Beheer van prioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf Member of the management of Stichting Administratiekantoor Boekanier Member of the management of Stichting Administratiekantoor van aandelen in H.J. Wols Holding B.V. Chairman of Stichting-Telegraafpensioenfonds 1959 30 - 05 - 2002 2002 - 2006 Initial appointment Current term W. van Voorden Age Nationality Position Additional functions Initial appointment Current term * as of 31 December 2004. 62 years Dutch Chairman of CTZ (College Toezicht Zorgverzekeringen) Emeritus professor at Erasmus University Rotterdam Emeritus professor at University of Tilburg Supervisory Board memberships at Batenburg Beheer N.V. E.I.M. Groep B.V. 04 - 06 - 1997 2001 – 2005 6 ANNUAL REPORT 2004 report of the supervisory board to shareholders We hereby present the report, the balance sheet as of 31 December 2004 and the profit and loss account over 2004 with the explanations as formulated by the Managing Board. The financial statements have been audited and approved by Deloitte Accountants B.V. in Amsterdam, as is apparent from the certification, which is included in this report. The financial statements were discussed with the auditor during the annual meeting and subsequently adopted by us. In accordance with the proposal by and the approval of the shareholders’ general meeting on 7 April 2004, Mr H. L. Weenen was reappointed to the Supervisory Board of N.V. Holdingmaatschappij De Telegraaf. The vacancy with regard to the resignation of Mr W. Overmars was not filled, in accordance with the decision of Stichting Beheer van prioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf. The Supervisory Board has met the Managing Board seven times during the past year and has, among other things, devoted attention to organization and strategy, the risks connected with the company, and financial matters, including dividend policy. During the year under review particular attention was given to the participation in the Brouwer Groep, new projects including the Sunday edition of De Telegraaf and the intended participation in a magazine publishing company in the Ukraine and the implementation of the conditions from the Dutch Corporate Governance Code. We have discussed the desired profile, the composition and competences of the Supervisory Board of N.V. Holdingmaatschappij De Telegraaf. In two meetings we have deliberated with Deloitte. At a meeting in which the Managing Board did not participate, we have reviewed our own performance, the relationship with the Managing Board and the control model, composition and performance of the Managing Board, as well as remuneration policy and policy concerning conditions of employment. During the year under review, one of the members of the Supervisory Board attended a meeting with the Central Works Council. We have drawn up a code in which, among other matters, our operating procedure and our interaction with the Managing Board, general meeting of shareholders and the Central Works Council have been included. The code is shown on the website of N.V. Holdingmaatschappij De Telegraaf (www.telegraafholding.nl). The Supervisory Board deviates from best practice condition III.2.1. “Independence of the Supervisory Board with the exception of a maximum of one person” of the Dutch Corporate Governance Code. The Supervisory Board consists of six persons, of whom Mr L. G. van Aken (until 2002 a director of N.V. Holdingmaatschappij De Telegraaf) and the undersigned (manager of a corporate body which owns at least 10% of the shares of N.V. Holdingmaatschappij De Telegraaf) are nonindependent under the definition in the Code. ANNUAL REPORT We have not set up committees (auditing, remuneration and selection and appointment committees) in accordance with the content of best practice condition III.5 from the Dutch Corporate Governance Code. Because of the involvement of the Supervisory Board members, the diverse expertise and the nature and size of N.V. Holdingmaatschappij De Telegraaf, we decline to set up these committees. These subjects are dealt with by the complete Supervisory Board in its meetings. The general meeting of shareholders will be asked on 20 April 2005 to determine the emolument policy of the Managing Board. No remuneration report was drafted over the past year because the emolument policy has yet to be formally determined. The terms of employment remained unchanged in the past year. We would like to express our appreciation to the Managing Board and the employees for the way in which they have performed their duties in 2004. 2004 7 We recommend that: 1. The annual accounts for 2004 be approved in accordance with the documents presented. 2. The Managing Board be discharged from responsibility for the policy implemented during 2004. 3. The Supervisory Board be discharged from responsibility for the supervision conducted in 2004. 4. The dividend for the financial year 2004 per share of € 0.25 par value be nominally fixed at € 0.30 in cash (2003: € 0.11 in cash per share of € 0.25 par value). 5. The dividend be made payable on 29 April 2005 at ABN-Amro Bank N.V. in Amsterdam. On behalf of the Supervisory Board, A.J. van Puijenbroek, Chairman Amsterdam, 16 March 2005. ANNUAL REPORT 2004 9 consolidated key figures n.v. holdingmaatschappij de telegraaf 2004 2003 686,853 683,556 16,171 39,276 7,325 23,876 Financial revenue and charges 21,952 -49,429 Pre-tax result from ordinary trading 29,276 -25,553 7,510 1,321 21,766 -26,874 359 1,109 22,125 -25,765 6,375 -25,765 In thousands of euros, unless otherwise stated. Net turnover Operating profit before depreciation of goodwill and other value adjustments of goodwill Operating result Company tax on result from ordinary trading Result after tax Share third-parties Net result Proposal (proposition) result appropriation (not accounted for in the annual accounts): To the credit of/to the debt of reserves 15,750 - - 5,775 71% p.m. 64,970 62,172 € 0.42 - € 0.49 Cash flow from operational activities € 1.24 € 1.18 Dividend € 0.30 € 0.11 4,316 4,357 Dividend pay-out (from result) Dividend pay-out (charged to reserves) Pay-out ratio Cash flow from operational activities Per share: Result Number of employees at year-end (FTE) ANNUAL REPORT 2004 11 preface from the chairman of the managing board Under continuing difficult market circumstances N.V. Holdingmaatschappij De Telegraaf has realized the predicted result in 2004. With a realized turnover of € 687 million (2003: € 684 million), a net result of € 22.1 million (2003: net loss of € 25.8 million) was achieved. However, the quality of the profit differs from what was originally expected. The net result was achieved with an almost constant advertising turnover (while a growth of 5% had been expected) and a growth in the circulation turnover of less than 1% (including the advertising and circulation turnover of the Sunday newspaper of De Telegraaf). The improvement of the result was therefore mainly achieved through further cost measures, with a practically neutral balance of incidental income and expenditure and considerable provisions for reorganizations. The total advertising volume of the daily newspapers was once again lower in 2004, particularly at the regional dailies. At the free door-to-door papers, advertising turnover was about the same as in 2003, and lower for the magazines. Circulation also came under pressure across the full width of the organization. The daily newspapers saw a slight decline. As is always the case in economically difficult times the so-called pass-on factor (for example lending the paper to neighbours) increased strongly. In itself, however, this phenomenon is beneficial for the reach of dailies among the Dutch population. In the magazine sector, the single-copy sales of the existing titles in particular faced difficulties. The effect of the strong growth in the number of new titles in the magazine market is felt here. Under these market circumstances further cost reductions were inevitable. Across the group, considerable economy and optimization efforts were realized, and new projects, automation projects, personnel costs and number of FTEs were dealt with in a very cost-conscious way. New reorganization plans have also been announced. In addition, providing further insight into cost prices of the in-house facilitating companies Telegraaf Media ICT, Telegraaf Drukkerij Groep and DistriQ, is bearing fruit. That a positive result could be achieved under the prevailing market circumstances, is also due to the results of the policy which was initiated in 2001. At the start of the period of economic decline, three fundamental policy items were formulated: optimization, innovation and internationalization. These basic principles form the spearheads in a policy which should lead to accentuating processes and activities, taking new initiatives within existing activities and exporting existing knowledge to new markets. All this with the objective of structurally lowering costs, becoming less dependent on present activities, becoming less vulnerable to changes in external factors, giving existing activities more dynamics and accelerate new initiatives which should lengthen the life cycle of existing activities. At all the subsidiaries examples can be given of the positive effects which the process of optimization and innovation has produced. At the daily newspaper De Telegraaf for example, the introduction of the Sunday newspaper has led to gains in the share of both the circulation and the advertising market, while the new online classified advertisements site Speurders.nl has also developed successfully with a database 12 ANNUAL REPORT 2004 of more than 750,000 products at the end of 2004. With a broad innovative policy, Sp!ts increasingly defined the position of ‘second largest newspaper in the Netherlands’. At the publishers of the regional daily newspapers, large restructuring processes have been started, while activities aimed at the retention of existing subscribers, readers and advertisers, have continued to receive full attention. At the same time, the search for new sources of income was continued. At the publishers of door-to-door papers a process of optimization, increase in scale and limitation of the workforce has begun, but also of innovation by introducing new titles and publications aimed at specific publication target groups, in which the digital equivalent also plays an important part. At the Telegraaf Tijdschriften Groep (TTG) growth should especially evolve from the introduction of new titles aimed at specific target groups, such as CosmoGIRL!, Starstyle and Modern Country. The internationalization of the activities of TTG is bearing fruit. The turnover of TTG Sweden increased, also through the introduction of new titles and an increase in subscribers to most titles. The basic policy priciples of optimizing, innovating and internationalizing also represented the base of operational management in 2004 and will therefore be made further comprehensive. In the realization of these matters, a distinction is made in accordance with the different types of media in which the group is involved: • Daily newspapers The exploitation of daily newspapers is a very essential element for the results of the group. In the past, a choice was almost invariably made to improve the added value in the areas of topicality, service, size, colour and content. Until the turn of the century, the costs involved in that improvement, were always generously redeemed. Because of the economic decline, but also because of alternative flows of information, circulations are now under pressure and for years now, the ‘traditional’ added values can be passed on insufficiently to readers and advertisers. In addition, new initiatives in the area of the Internet still hardly supply a significant contribution. Therefore, in order to guarantee the continuity of the daily newspaper publishing companies, the ‘old’ added values must be scrutinized more critically than ever, and, if need be, reduced in such a way that the money which is thus released, can partly be used to continue to develop the new added values, mainly in the digital and internet area, but also in the area of books and dvd’s, for example. For this purpose, a separate project will be introduced with a double objective: market conformity in every detail and obtaining more operational steering possibilities for the publisher. In due course, this will lead to a multi-media value package, for which a realistic price can be asked once more. The printed product remains the most important engine in generating turnover and profit, particularly if the economy improves again, but from a content point of view, it will be more than ever necessary to work in a medium-inde- ANNUAL REPORT pendent and multimedia way. The promotion possibilities, the know-how and the position of the brand play an important part in market share and exploitation. It is the obvious case for the regional daily newspapers that this new added value will have to be mainly found in the regional/local sector. 2004 13 market player (after the balance sheet date). In addition, digital know-how is opened up through the Informatiefabriek (a participation of Bongers Beheer), which is important because in due course, door-to-door papers will also have to embrace the digital world more strongly, both journalistically and in advertising. • Other media types • Magazines Magazines are tied to national culture to a lesser degree than daily newspapers and therefore lend themselves better to internationalization efforts. New titles, acquisitions and/or joint ventures at home and abroad are necessary to give meaning to retention or, as the case may be, growth of the share in media consumption. Magazines will not be able to avoid making more intensive digital efforts, linked or not tied to the brand, such as the case may be. Here too, the promotion possibilities, the know-how and the position of the brand offer extra opportunities in favour of the market share and exploitation. • Door-to-door papers In the present timespan, knowledge of local content and its exploitation is very valuable. The consumer is offered free information from all sides, but proper local information is relatively scarce. The cost-conscious and active marketing of this information, both journalistically and in advertising, is the great challenge for the door-to-door papers. Scale is an important factor in this respect: at De Trompetter this was improved by taking over Bongers Beheer B.V., an important The 27% share of the Telegraaf group in SBS Nederland was also profitable in 2004. Together with the majority shareholder, developments in pay-tv, decoders and digital television are now being looked at. Regretfully, right up to the present day, the government hardly offers daily newspaper publishers any possibilities to manifest themselves in the area of television and thus somewhat compensate for the decline in the area of printed media in any way. In addition, the group is active in the area of internet, teletext and (mobile) telephone services. Here too, it will be necessary to efficiently respond to the changing demands in the market. After an evaluation of the strategic progress made in the past years, a start was made in mapping out a route for the coming three to five years. Thus, in the autumn of 2004, a new operating profile was introduced (a Managing Board with a chairman) with a clear division of tasks. In addition, a change of name of the group has been prepared, as yet to be approved by the shareholders. The new name, Telegraaf Media Groep, provides a better reflection of the (potential) activities and can be managed better from an international view. 14 ANNUAL REPORT 2004 The group's most important starting point for 2005 and the years thereafter is to extend its share in media consumption of target groups. Interpretation will be given to the central management of the subsidiaries, including mutual cooperation, developing products and services within media types which are new to the group, and realizing growth through mergers and acquisitions. The current government restrictions will increasingly lead to setting up activities abroad. prospects Because the widely expected economic recovery for 2004 did not materialize, and as it remains to be seen if such a recovery will emerge in 2005, some optimism is inappropriate for the time being. A further intervention to structurally reduce (fixed) costs is inevitable. Initiatives for this purpose have already been introduced at various parts of the group. At the same time, room is given to future growth by investing in new products and in the development of employees. The lower printing tariffs for the magazines, the effects of earlier reorganizations and the introduction of IFRS (by the cancellation of the depreciation of goodwill, among other things), will be a positive influence on the result over 2005. On the other hand, there is an allocation to provisions for reorganizations. In addition, a sum of € 20 million has once again been reserved for new projects. In view of the many uncertainties with regard to the economic situation and the advertising market in particular, we consider it as yet too early to announce a concrete expectation regarding the result over 2005. A.J. Swartjes chairman of the Managing Board Amsterdam, 16 March 2005 ANNUAL REPORT 2004 15 consolidated data financial developments results Over 2004, a net result of € 22.1 million was achieved, compared with a net loss of € 25.8 million over 2003. Operating result before depreciation of goodwill decreased from € 39 million to more than € 16 million with an almost constant advertising turnover. The main causes are about € 17 million in higher reorganization costs and € 16 million in costs for new projects, among which De Telegraaf op Zondag and Speurders.nl. Operating costs increased by more than € 26 million, including the higher reorganization costs and the costs of new projects. Wage costs remained virtually the same; the increase in wage costs and the costs of staff recruited for new activities, could be compensated for by the effects of the reorganization measures. casting as a result of the merger with Veronica. The cash flow from operational activities increased from € 62.2 million in 2003 to € 65.0 million in 2004. turnover Turnover increased by 0.5% from € 683.6 million in 2003 to € 686.9 million in 2004. Advertising turnover, which included income from the Internet in 2004, remained virtually the same. Income from subscriptions increased by about € 3 million, while turnover from singlecopy sales fell by € 1.7 million. At the daily newspaper De Telegraaf advertising volume increased by 4% compared with 2003, mainly 2,3% 5,4% 42,2% 50,1% TURNOVER (€ 686.9 MILLION) Advertisements Subscriptions + single-copy sales Third-party printing The costs of raw materials fell by about € 1.5 million. Lower newsprint prices were countered by a higher consumption as a result of De Telegraaf op Zondag. The result from participations increased by almost € 15 million on balance, including the non-recurring earnings of about € 13 million from the sale of our share in the Brouwer Groep and part of the share in ANP. Last year, a loss of € 15 million from the participation in the Brouwer Groep was countered by an nonrecurring profit of € 13 million with SBS Broad- Other turnover 1,1% 3,5% 3,2% 37,5% 54,7% GOODS, SERVICES AND VALUE ADDED Goods and services VALUE ADDED Personnel costs Depreciation + miscellaneous Company tax Net profit 16 ANNUAL REPORT 2004 because of the Sunday newspaper which was introduced in March. At Sp!ts, an increase in volume of almost 14% was realized, compared with an average of 4% at the door-to-door papers. At the regional daily newspapers a slight decrease in volume could be seen (excluding specials). The magazines also lost advertising volume. In all, in 2004 the group’s turnover consisted of € 344.2 million in income from advertising (50.1%) and of € 290.1 million (42.2%) in income from circulation. The turnover of printing orders for third parties amounted to € 15.8 million (2.3%). The remaining income amounted to € 36.9 million (5.4%). This was respectively € 344.4 million, € 288.6 million, € 15.2 million and € 35.3 million in 2003, or 50.4%, 42.2%, 2.2% and 5.2%. The turnover can be specified as follows: 2004 x € 1 million number of man/woman-years and the turnover per employee, have developed as follows Group turnover (x € 1 million) Average number of man/woman-years Average turnover per employee (x € 1,000) 157 2000 811.1 5,177 2001 822.2 5,425 152 2002 704.5 4,690 150 2003 683.6 4,459 153 2004 686.9 4,354 158 added value The group’s total added value and the average added value per employee, have developed as follows in the past five years: 2003 Added value (x € 1 miljoen) Per employee (x € 1,000) 420 81 69 2000 National newspapers 333.4 (48%) 324.9 (47%) 2001 372 Regional newspapers 183.1 (27%) 190.2 (28%) 2002 339 73 Door-to-door papers 72.9 (11%) 73.2 (11%) 2003 333 75 Magazines 52.8 (8%) 54.5 (8%) 2004 311 71 Distribution activities 28.8 (4%) 25.6 (4%) Printing orders 15.8 (2%) 15.2 (2%) 0 (0%) Other activities 0.1 (0%) 686.9 (100%) shareholders’ equity 683.6 (100%) Of the group turnover in 2004, a total of 2.7 % was realized in the other EU countries, compared with 2.4% in 2003. De turnover reached in the remaining European countries 2004, was € 0.2 million, compared with € 0.1 million in 2003. The turnover per employee (FTE) increased by 3.3% from € 153,298 in 2003 to € 158,407 in 2004. In the past five years the turnover, the average Including the result achieved over 2004, shareholders’ equity increased from € 428.3 million at the end of 2003 to € 444.6 million at the end of 2004. In the equity, no account has yet been taken of the dividend to be paid over 2004. This signifies an increase of € 8.16 to € 8.47 per share. The number of shares remained unchanged and consists of 52,499,200 ordinary shares and 960 priority shares with a par value of € 0.25. Of the ordinary shares, 32,614,688 were converted into ANNUAL REPORT depositary receipts as of 31 December 2004, amounting to 62.1%, compared with 61% at the end of 2003. ADVERTISING TURNOVER in millions of euros 19 436 405 78 370 344 344 2004 17 at a payment in cash of approximately 35% of the profit available for payment. At the general meeting of shareholders on 20 April 2005, it will be proposed to determine future dividends within a range of 15% to 30% of the cash flow, taking into account that cash flow is defined as the sum total of net profits and depreciations, with the deduction of incidental depreciations as a result of impairment. 18 72 340 254 MOVEMENTS IN CAPITAL EXPENDITURE OF TANGIBLE FIXED ASSETS IN RELATION TO OPERATIONAL CASH FLOW in millions of euros 141 2000 2001 Newspapers 2002 2003 Door-to-door papers 2004 71 61 38 25 20 Magazines 75 investments 44 The total amount in investments in 2004 with regard to both tangible and intangible fixed assets (not being goodwill) amounts to € 35.9 million. This involves investments in new projects at, among others, the advertising department and the customer contact centre (€ 16.5 million), replacement investments in company premises (€ 7.6 million), investments in hardware and software (€ 5.1 million), investments in the fleet of vehicles (€ 4.4 million), as well as investments in office furniture and equipment (€ 2.3 million). dividend Dividend policy The dividend policy has until now been aimed 65 62 48 49 33 41 38 2000 Cash flow 2001 -30 2002 -5 Depreciation 38 2003 -26 Net profit 22 2004 Capital expenditure Dividend proposal On the grounds of the new dividend policy it is proposed to fix the dividend over 2004 at € 0.30 per share. In doing so, € 15.8 million, or more than 71% of the net profit, will be paid out. Last year € 0.11 per share was paid out. 18 ANNUAL REPORT 2004 other company matters human resource management Group HRM has made a start with a employability project. At the core of this is keeping employees permanently functional for the duration of the period of employment. A beginning was made at giving the project a practical definition per subsidiary at the end of 2004. personnel reduction continued as a result of reorganizations at the various subsidiaries. In addition, new employees were appointed to set up and continue new projects, such as the Sunday newspaper. This resulted in a decrease of 105 FTEs. After negotiations were started to put up a new social plan in January of the year under review, the signatures were put to the 'Social Plan 2004-2006' on 29 November 2004. The plan includes a 'Tijdelijke Alternatieve Ouderenregeling' (Temporary Alternative Scheme for Older Employees) awaiting political decisionmaking with regard to the voluntary early retirement and pre-pension and pension schemes and it applies for Uitgeversmaatschappij De Telegraaf B.V., B.V. Rotatiedrukkerij Voorburgwal, Telegraaf Media ICT B.V., Basismedia B.V., Telegraaf Media Management B.V. and DataWire B.V. Management of other subsidiaries can join in, in consultation with the trade unions. Terms of employment Six collective labour agreements (CAO’s) apply to the group. New collective labour agreements for the newspaper journalists, journalists of door-to-door papers, and the book and magazine publishing companies, were agreed to. The collective labour agreement 'Grafimedia' continues until 1 February 2005, the collective labour agreement for popular magazine journalists until 1 January 2005, and the one for road transport and haulage personnel has been extended to 1 April 2005. In none of the collective labour agreements in 2004 a pay rise was agreed to, due to agreements made at central level (wages rises which approach zero). However, agreements regarding day child care facilities and continued payment of wages in the second year of illness were made in the collective labour agreements negotiated in 2004. In accordance with earlier agreements, a study committee having equal representation has started work in the past year to draft a new pay and job structure for daily newspaper journalists. The new pay and job structure has to be ready by 1 July 2005 at the latest. Employment Counted in full-time equivalents (FTEs), an average of 4,354 employees were employed at the group in 2004. In 2003 this was an average of 4,459 employees. In 2004, the process of AVR: Working conditions, Absenteeism and Reintegration Within the platform of health and safety at work (Arbo), Environment and Internal com- In the past year, the Management Development programme went through a face-lift. In due course, there will be separate programmes for differing job levels. ANNUAL REPORT pany assistance, it has been agreed to perform a scan at the subsidiaries. The objective of this scan is to obtain insight in the completeness and quality of the Arbo policy (and environmental policy) at subsidiaries. In implementing the Arbo and absenteeism policy, the employer utilizes the support of an arbo agency. The absenteeism percentage across the group was 4.8% in 2004, compared with 5.2% in 2003. To lower absenteeism and the related costs in the coming years, a health policy is being developed across the group. All subsidiaries have vigorously taken up the implementation of the Wet Verbetering Poortwachter (Eligibility for Permanent Invalidity Benefit Restrictions Act). At all subsidiaries the long-term sickness absence and the disability benefit influx have decreased since the implementation of the Act as of 1 April 2002. environment On the one hand, environmental care is aimed at complying with the regulations as described in permits and legislation and, on the other hand, at accepting one’s own responsibility in this area. The main points of attention are and remain the improvement of environmental consciousness of employees, the reduction in the use of raw materials and decreasing the amount of waste. During 2004, further steps were taken to shape the environmental policy across the group. For the major part, the policy remains aimed at reducing negative impacts on the environment. In doing so, the company provides the required means, education, information and structures of consultation. 2004 19 central works council (cor) During 2004, the COR has made a number of changes in its method of working. To increase the decisiveness of the COR, the daily management was extended with an elected secretary. In addition, a new chairman was elected and the frequency of the meetings was increased. To allow the meetings to be conducted in a more efficient way, a number of COR working groups were installed, which carry the task of preparing items on the agenda. In the second year of its functioning, the COR has drafted a policy plan of its own for the coming two years, with the objective of a good return for the group and a social and just labour organization in which employees are given the opportunity to develop themselves and the organization. The main issues involving the COR in 2004 were: speurders.nl, harmonisation of the terms of employment, drafting a new Social Plan, disposing of the share in the Brouwer Groep and the proposal for changing the management profile of the group. www.telegraaf.nl Nieuwsportaal van Nederland 20 ANNUAL REPORT 2004 specific risks involving the company About 50% of the group turnover is strongly dependent on economic developments. This is particularly the case with national brands and services and the personnel advertisements. The development of the price of newsprint is also dependent on economic market circumstances. At the time of a buoyant economic activity there is a great demand for newsprint, resulting in an upward price trend; at the time of a recession, the opposite applies. As far as the risk of malfunctions at the printing works is concerned, it is noted that there are three geographically spread printing locations, through which an alternative is possible in case of malfunctions at one of the locations. Besides this, there is a fall-back and calamity plan. The risk of malfunctions in automated processes is covered as much as possible by back-up systems as well as the external storage of data files. ANNUAL REPORT 2004 21 publishing activities market developments daily newspapers The distributed circulation of the Dutch daily newspapers decreased in 2004 compared with the previous year, by 3.4% to 4,061,322 copies. The national daily newspapers saw their total circulation decrease by 3.5%; the regional daily newspapers by 3.3%. The national distribution of daily newspapers (a total of 4,020,563 copies) consists of 90%, or 3,631,163 copies, in subscriptions and of more than 8% (323,801 copies) in single-copy sales. This means that the subscription share of paid circulation is nowhere as high in the world as in the Netherlands. The circulation of Dutch daily newspapers abroad amounts to a total of 40,759 copies. The breakdown of the distributed circulation according to circulation elements, provides the following picture: Subscriptions Single-copy sales National Abroad Total % 3,631,163 13,378 3,644,541 89.7 323,801 27,379 351,180 8.7 65,599 2 65,601 1.6 4,020,563 40,759 4,061,322 100 Other distribution Total distributed circulation The number of households in the Netherlands has been determined at 6,843,977 in the first quarter of 2004, on the basis of the number of private postal delivery points. This means that 59 daily newspapers are distributed per 100 households in the Netherlands. A quarter of the Dutch population passes on the newspaper on a daily basis, which means that they share reading the paper, for instance with neighbours, which brings the total distributed national circulation, including passing-on, to 5,013,065 copies. This puts the reach of the Dutch daily newspapers at 73 per 100 households. The circulation figures mentioned are based on average annual figures of the HOI, Institute for Media Auditing, over the period from the fourth quarter of 2003 up to and including the third quarter of 2004. The advertising volume of all daily newspapers taken together decreased on balance in 2004 by 1%. Per category, strongly varying developments could be seen. For instance, the category national and local brands and services saw an increase in volume of 5%, while, on the contrary, the volumes of personnel advertisements (-21%), classified advertisements (-10%) and notices of births, deaths and marriages (-4%) decreased. In the area of advertising volume, the national daily newspapers performed better than the regional dailies. Advertising volume at the national daily newspapers increased by 2%, while the volume at the regional dailies decreased by 2%. national newspapers uitgeversmaatschappij de telegraaf b.v. The continuing economic downturn placed the income of Uitgeversmaatschappij De Telegraaf 22 ANNUAL REPORT 2004 under pressure in 2004. Both income from the readers’ market and from the advertising markets in print and digital, ended lower than expected. This decrease was partly compensated for by structural cost reductions. Circulation The distributed circulation of daily newspaper De Telegraaf fell by 3% to 752,721 copies in the period of 1 October 2003 up to and including 30 September 2004; a decrease of 23,283 copies. In spite of this decrease, the share of daily newspaper De Telegraaf in the circulation market remained stable (the Sunday newspaper not included). The Sunday newspaper was introduced on 21 March 2004: since then, this publication is an integral part of the weekly subscription and it is also available in single-copy sales. From the first publication on, readers reacted very enthusiastically and later research also confirms that it is impossible for subscribers to imagine their media consumption on that day without the Sunday newspaper. The number of national subscriptions (source: Cebuco) fell by 2.0% from 610,624 in 2003 to 598,189 subscriptions in 2004. In particular, large events such as the European Football Championships and the Olympic Games resulted in a positive compensation for the ever growing competition battle in the subscriptions market, especially with the regional daily papers. The fact that more and more regional daily papers choose to appear as a morning paper instead of an afternoon paper, can be felt in circulation canvassing. Economies by groups of readers in expenditure on subscriptions as a result of the continuing negative economic climate, continue. The Saturday subscription which was introduced in 2003, was reshaped into a weekend subscription in 2004, since the appearance of the Sunday newspaper. The addition of the Sunday edition to this new form of subscription caused the number of Saturday subscriptions to climb from 24,806 at the end of 2003 to more than 40,000 weekend subscriptions at the end of 2004. The number of households with which daily newspaper De Telegraaf has a subscription relationship, increased by 2% in 2004. Average national single-copy sales of daily newspaper De Telegraaf from Monday up to and including Saturday fell from 125,328 copies in 2003 to116,357 copies in 2004, a decrease of 7.2%. The decline in consumer confidence affects impulse-buying in particular, which includes single-copy sales of a newspaper. In combination with the shift from single-copy sales on Saturday to the weekend subscription, this led to the decrease in single-copy sales. The market share in national single-copy sales fell by 0.4% to 35.9% in 2004. National single-copy sales on Sundays have to contend with far fewer sales points than during the week, because many shops are closed on a Sunday. Despite this, single-copy sales on Sunday amounted to an average of 40,313 copies over the second and third quarter. The Sunday edition also caught on abroad. An average of 17,649 copies per Sunday was sold there in the second and third quarter. ANNUAL REPORT Printing of the daily newspaper De Telegraaf abroad, particularly during the summer holidays, which was successfully introduced in 2003, was extended in 2004. Originally, printing only occurred on the Canary Islands and in Valencia; in 2004 Marseille, Istanbul and Verona were added. Printing on location creates the possibility of being able to offer the paper to readers early on the day of publication itself. This way of operating has given a strong boost to local sales. At the same time, it appears that the Dutch consumer abroad is less inclined to buy a paper which is not of the same day, with the result that the annual circulation abroad decreased from an average of 28,656 copies in 2003 to 25,780 copies in 2004. The price increase in the readers’ market amounted to an average of 3.6% as of 1 October 2004. Advertising Advertising volume, including the Sunday newspaper, increased by 4% in 2004. The categories national and local brands and services increased in volume by 16%, personnel advertisements by 10% and deaths, births and marriage notices by 4%. With a decrease of 12%, the category classified advertisements fell strongly behind, also because of the heavy competition from the Internet. In virtually all categories the yield per advertising page was under pressure, mainly because of the economic downturn. To compensate for the loss of classified advertisements and personnel advertisements to the Internet, a part of the advertising organization is concentrating more and more on the on-line classified markets. This mainly involves 2004 23 autotelegraaf.nl, vacaturekrant.nl, woonkrant.nl, reiskrant.nl and elcheapo.nl. Virtually all of these activities showed a higher turnover than in 2003. The AutoTelegraaf Occasion Magazine, introduced in 2003 for the reinforcement of the classified cars market, has changed its frequency of appearance halfway through 2004 from biweekly to monthly; since then the circulation and advertising volumes are developing in a clearly upward trend. Boten and Campers & Caravans, the classified magazines of the 20% participation BoHil Media B.V., performed better than in 2003, which also goes for the on-line extensions botentekoop.nl and camperscaravans.nl. Apart from the second hand market, BoHil Media serves the markets for new boats and new campers and caravans with increasing success, both through the aforementioned magazines and through the sites of nieuweboten.nl and nieuwecamperscaravans.nl. In 2005, the remaining 80% of this participation will be acquired. Speurders.nl In September 2004, speurders.nl was introduced; a digital market place for second hand goods in particular. For the time being, the Internet site can be used almost for free, for both buying and selling. The site is developing in a successful way and had a database of more than 750,000 products at its disposal at the end of 2004. Telegraaf.nl Towards the end of the year, the news portal telegraaf.nl was voted the second most popular source of news on the Internet by users. The number of page views, measured over the whole network ‘under’ telegraaf.nl, grew 24 ANNUAL REPORT 2004 spectacularly. In December 2004 it was almost twice as high (+ 94%) as in the same period of 2003. In December 2004, 4.7 million pages a day were called up, also thanks to the introduction of speurders.nl. The news site also developed excellently; the number of pages which were called up grew by 35% compared with December 2003. basismedia b.v. Turnover and results of BasisMedia, publisher of Sp!ts, developed positively in the past year. Over 2004, BasisMedia achieved a positive result for the first time. Turnover increased by 14%. BasisMedia is the publisher of Sp!ts, which with a reach of 1.5 million readers is the second largest daily newspaper of the Netherlands. Sp!ts is a free daily newspaper that is handed to travellers on public transport, among others. In this way, the paper also reaches new, relatively young target groups. Circulation The average circulation of Sp!ts rose by more than 2% in 2004. At the beginning of October, the mark of 400,000 copies was passed. Advertising Income from advertisements of Sp!ts grew in 2004. Next to the growth of reach, this development is the result of generating distinctive capacity in relation to the other daily newspaper publishers through made-to-measure concepts and creative proposals, next to the regular campaign millimetres. Sp!ts is thus also able to convince magazine advertisers, especially in the sectors of food, cosmetics and fashion. The growth in reach and the positive brand consciousness of Sp!ts have seen to it that Sp!ts has become a part of the so-called ‘national daily newspapers-circuit’, especially for the A brands and retailers which advertise weekly. In approaching advertisers, new products have been introduced, such as regional changeovers, inserts, sampling, new forms of advertisements and event papers, among other matters. Smart Events To be not just dependent on the advertising market, Sp!ts has taken a 50% share in a newlyformed fair and events organizer, Smart Events B.V., in 2004. In February of 2004, the first event took place, the Masterbeurs. This was organized for a second time in February 2005. Apart from this, a career event was organized in February 2005, in cooperation with external partners. Within a year, this new activity made a positive contribution to the profits. regional daily newspapers Continuing pressure on advertising income forces the publishers of regional daily newspapers into further optimization and restructuring, and the development of new sources of income. Particularly due to the effects of the reorganizations, the result at Media Groep Limburg has improved. The activities of the Telegraaf group in the area of regional daily newspapers have been placed in two companies, which operate in ANNUAL REPORT separate geographic markets. HDC Media publishes regional daily newspapers in the provinces Noord- and Zuid-Holland. Media Groep Limburg is active in the province of Limburg. Together, they publish eight regional daily newspaper titles with a daily distributed circulation of about 500,000 paid copies. hdc media b.v. The reorganization at HDC Media, which was started after 2001, has, for the main part, been completed. During its implementation, circumstances deteriorated further, which particularly caused the advertising turnovers to decrease more strongly than was expected. This forced the accelerated implementation of plans which had been developed earlier, an even further reduction of (personnel) costs and an even more intensive search for new sources of income. On balance, the number of FTEs decreased by more than 25% because of this. The total turnover decreased by 5.5%, while the indirect costs decreased by 9% as a result of the reorganization. Circulation and advertising The number of subscriptions fell by 5% this year, including the effects of the conversion of part of the titles to morning publication. The rule applies that the closer they are to the Randstad urban agglomeration, the more difficult it is for the editions to hold their own. Advertising turnover decreased by 10% in comparison with the previous year. In the last months of the year, some sectors showed signs of cautious recovery, which can also be attributed to the improved sales organization and 2004 25 operating procedure, as well as the development of new commercial concepts . In April, the southern titles of HDC Media (Haarlems Dagblad/IJmuider Courant, Leidsch Dagblad and De Gooi- en Eemlander) became morning papers. A successful weekend supplement was added to the Noordhollands Dagblad with the title Zondags. Several editions obtained a new supplement about the subject of living (Goed Wonen) and a comparable publication aimed at commercial real estate (Goed Werken). New markets were entered with lifestyle-like supplements like ‘Feestelijk Genieten’. In 2005, the final reorganizations must be completed, among which is the merging of the two earlier locations on a single location in Alkmaar. The central editorial departments will also be merged, so that the super-regional news can be reported more efficiently. In addition, reorganizations will be realized in the sectors IT and in-house facilities. The ultimate effect will be a reduction in personnel of 30% in all, compared with 2002. media groep limburg b.v. Media Groep Limburg ended 2004 with a good operating profit, which is mainly the result of stringent cost control in many areas. The innovative strategy ‘Mooi Limburgs’, which was chosen earlier and aimed at the retention of subscribers, readers and advertisers, was further expanded in 2004. This innovative strategy is aimed at the four cornerstones of the Media 26 ANNUAL REPORT 2004 Groep Limburg: the improvement of existing titles, the addition of new activities and turnover activities, refreshing the corporate culture and renewing marketing communication. In doing so, the regional identity and the specific characteristics of the people in the province of Limburg more than ever form the deciding factors which have to commit subscribers and advertisers to the titles Dagblad De Limburger and the Limburgs Dagblad. To safeguard the long term development and continuity of Media Groep Limburg, it is essential that the crushing conditions which the Nma (the Netherlands Competition Authority) has imposed at the time of the takeover of Dagblad De Limburger are eased or removed. A request for a review of the permit to this end has been submitted to the NMa. A decision is expected in the short term. door-to-door publications In 2004 too, the publishers of door-to door papers faced pressure on advertising volumes and prices. This forces them into increasing accentuation of the organization, both in the area of cost cuts and in the development of new initiatives in market approach. The activities in the area of door-to-door papers have been placed in two publishing groups: the Hollandse Huis-aan-Huisbladen Combinatie (as of 1 January 2005: Holland Combinatie) and Uitgeversmaatschappij De Trompetter. Together, they publish more than 40 door-todoor papers with a total of more than 100 editions in the regions of Noord-Holland, Zuid-Holland, Flevoland, ’t Gooi, Noord-Brabant and Limburg. holland combinatie b.v. (The 2004 operating result of the Holland Combinatie (HC) significantly fell short compared to that of 2003. The decrease was caused by the lagging behind of the advertising turnover at the regular weeklies and the creation of a reorganization provision. The decrease in the turnover could be compensated for by cost reductions. Without incidental costs, the result of HC would have ended higher than in 2003. The advertising turnover of the HC increased slightly, compared with 2003, but was held down by a lower average page yield. The weekend publications and specials partly compensated for this effect. Where possible, turnover stimulating and cost saving measures were taken. A number of new products, such as for example the first editions of !N Magazine outside the normal circulation area, were successfully launched. Developments also varied per region: in Amsterdam, ´t Gooi and Almere, turnover was under pressure, while, conversely, positive results were booked in Noord-Holland. Personnel costs form an important debit item for HC. For an improvement of the result, restraint has, in the main, been observed in filling the open vacancies. In 2005, a reorganization will be carried out, through which the number of employees will be further reduced. A provision has been made in 2004 for the costs of declaring of about 50 employees redundant. ANNUAL REPORT As has been announced previously, the organization will undergo major changes in structure, locations, jobs, operating procedure and automation. The objective of these changes is creating a flexible, decisive and efficient organization which is prepared for the future. uitgeversmaatschappij de trompetter b.v. In spite of a difficult advertising market, turnover and results of De Trompetter increased. The advertising turnover grew through the introduction of a separate edition for the Mergelland region, among other things. The number of advertising pages also increased. Because of the increase of the turnover and a stringent cost management, the result improved considerably. In the circulation area of both De Kempen Pers and De Trompetter, the number of editions was increased by one in 2004. This edition was created by a separation of already existing editions which occurred in order to get closer to both advertiser and reader. These measures should lead to an improvement in exploitation. At Kempen Pers the new edition was already introduced at the start of the financial year, which had an extra positive effect on the result. Both advertising turnover and advertising volume increased considerably, which resulted in a strong improvement of the result. The year 2005 will be marked by further optimization. The development of the advertising turnover remains an uncertain factor for De Trompetter and Kempen Pers. 2004 27 magazines de telegraaf tijdschriften groep b.v. The result of the Telegraaf Tijdschriften Groep in 2004 lagged behind that of 2003. The expected slight recovery in the advertising market failed to materialize. In addition, single-copy sales were under strong pressure. By means of tight cost control, the result is still at an acceptable level. All activities in the area of magazines have been placed in Telegraaf Tijdschriften Groep (TTG), active in the Netherlands and Sweden. In the Netherlands TTG publishes the following titles: Privé, FHM, Man, Esquire, Residence, Elegance, Hitkrant, Autovisie, Starstyle, CosmoGIRL! and Modern Country In Sweden, Residence and Cosmopolitan are published, among others. TTG Nederland The decline in single-copy sales is a marketwide problem, which also TTG could not avoid. This problem can be traced back to, on the one hand, competition and budget competition from new media and, on the other hand, the economic situation in the Netherlands. In addition, new introductions cause shifts in singlecopy sales. Regarding the individual titles, it can be clearly seen that relatively new concepts perform better circulation-wise in comparison with long-standing and well-established titles. This makes it clear that a growth in new titles is necessary. Among the relatively new concepts are CosmoGIRL! (paid circulation 75,611 copies, 28 ANNUAL REPORT 2004 no comparison possible with the third quarter of last year), FHM (+10%) and Starstyle (+19%). Circulation of the well-established titles such as Autovisie, Elegance, Privé and Residence was under pressure. With regard to the sales organization, a study was carried in relation to the effectiveness and efficiency of the present organization. This will lead to a restructuring of the organization in 2005, in which a number of jobs will also be eliminated. Another adaptation concerns the development of new business. For this purpose, a separate organization will be set up which should be able to create various new projects simultaneously. In 2004, TTG was given the opportunity to renegotiate the printing tariffs. The positive effects of this should become visible in 2005. In February 2004, TTG entered into a joint venture with the Finnish company Sulake for the exploitation of Habbohotel. Habbohotel. nl is a virtual meeting place for youngsters between the ages of 12 and 16. This digital activity forms a perfect match with the interests which TTG has in Hitkrant en CosmoGIRL! The site has been profitable from the very first start. TTG Sweden During 2004, the organization of TTG Sweden was further optimized and prepared for further expansion. The advertisement sales department was centralized and pre-press is increasingly carried out in-house. The company is divided into three clusters. Included in the cluster special interest magazines are Båtnytt, Vi Båtägare and Golf Digest. In 2004 too, the two boating titles managed to retain the leading position in the advertising and circulation market, while Golf Digest succeeded in increasing profitability. The living cluster consists of Residence, Allt om Kök och Bad (AKB) and Hemmets Bazaar. Residence continues to perform well in the Swedish market, while AKB achieved better results in 2004, in both the circulation market and the advertising market; among other things through an increase in the publishing frequency from two to four publications a year. Until now, the women’s cluster consists of Cosmopolitan, which is published in a joint venture with Hearst Magazine International Inc. Cosmopolitan has a still continually increasing circulation and is one of the leading magazines for young women in Sweden by now. The development of the Swedish market for 2005, looks positive. For TTG Sweden further expansion of the portfolio counts as the highest priority. ANNUAL REPORT 2004 29 other activities datawire b.v. A number of multimedia activities have been placed at DataWire (The Digital Distribution Company). DataWire has developed a digital distribution platform which makes it possible to exploit the content of printed media through the Internet. DataWire aims at syndication, among other matters: the processing, distributing and selling of existing content originating from editorial departments and other sources. This fits the group strategy, which aims at developing new concepts that match existing activities. DataWireSport, a joint venture of DataWire (70%) and the Algemeen Nederlands Persbureau ANP (30%), is supplier of sports results and other sports information. Via PayperNews, a 100% subsidiary of DataWire since the middle of 2004, products are developed for integrally placing printed publications on the Internet and offering editorial or other content against payment. DIGI-dition enables publishers to reproduce the entire newspaper on the Internet, including photographs and advertisements. DIGI-magazine is a product for publishing magazines and pamphlets on the Internet. DIGI-clips makes it possible to offer newspaper articles on the Internet, selected in accordance with a previously entered profile. DIGI-clips aims at the market of cuttings services and should realize turnover in the area of syndication. For both DIGI-dition and DIGI-magazine, a growing number of contracts has been signed by now, with national and foreign parties. For 2005, DataWire expects a further growth of syndication by also being able to offer the con- tent of regional titles, next to the content of De Telegraaf. In addition, an extension of the sale of historic front pages is expected. DataWireSport also expects a growth in turnover in 2005 by extending the package of services with the results of sporting events. PayperNews expects further growth by increasing the market share at home and abroad and further exploitation of the DIGI-products. The organization will be expanded, especially in sales and order supervision. ANNUAL REPORT 2004 31 in-house facilitating companies The activities in the areas of information technology, communication technology, printing and distribution of newspapers have been placed in separate subsidiaries with their own result responsibility. The purpose of this organization structure is the advancement of optimization of processes and technologies, and increasing the transparency of the cost structure within the total organization. telegraaf media ict b.v. A major part of the internal activities in the area of information and communication technology has been placed at Telegraaf Media ICT (TMI) at the beginning of 2004. The first year after self-sufficiency was successful for TMI. Targets in the area of cost cuts and improvement of efficiency were realized. This is due to the setting up of a central ICT purchasing department, centralizing the ICT infrastructure, standardizing applications and increased attention to managing the operation. Drukkerij Groep. The purpose of this bundling is the optimization of processes and technologies, resulting in the improvement of capacity use and an optimal spreading of production over the locations, among other things. Work is in progress at the printing group on increasing efficiency by, among other things, a further bundling of the purchase of materials, sharing knowledge and a better harmonization between the operation and the orders in hand. In addition, studies are being conducted into the possibilities of attracting printed matter from external customers. distriq b.v. telegraaf drukkerij groep b.v. DistriQ is the logistic organization of the Telegraaf group. DistriQ particularly aims at the distribution of media-related products such as newspapers, among which are the daily newspapers of the Telegraaf group and Het Financieele Dagblad, but also magazines, leaflets, weeklies and addressed mail. A characteristic of this operation is that it involves an intricate, time-critical distribution of a repetitive nature. In carrying this out, DistriQ is not only aimed at internal customers but also at other publishers of daily newspapers and magazines, and customers from other sectors. In the implementation of the distribution orders, DistriQ utilizes a network of about 40,000 delivery persons, transporters and agents, which carry out tasks for DistriQ on a freelance basis. The newspaper printing works in the regions of Alkmaar, Amsterdam and Heerlen have been organizationally bundled in the Telegraaf In the spring of 2004, DistriQ arranged its logistic structure in such a way that distribution of De Telegraaf on Sunday became a possibility. A complete internal on-charging led to a far better insight for customers into their actual ICT costs. TMI played an important part in a number of large internal ICT projects during 2004. 32 ANNUAL REPORT 2004 To realize this, about 8,000 new delivery people and transporters were brought in. In both a financial and an operational sense, this operation went well. The switch of the distribution of a number of daily newspapers of HDC Media from afternoons to mornings was done without appreciable distribution problems. The turnover of DistriQ increased in 2004. A declining turnover in leaflet distribution for third parties was compensated for by extra external turnover through new orders for magazine distribution and distribution of daily newspapers. As a result of the full-year effects from new orders, economies through changes in organization, distribution integration projects and optimization of the primary processes, DistriQ expects an improvement of the result for 2005. ANNUAL REPORT 2004 33 participations media groep west b.v. Media Groep West has participations in operating companies of teletext (50%), among others SBS6, Net5 and Veronica/Fox kids, and in Mobillion (35%). cooperation in the form of a VOF (general partnership) has therefore been terminated. telegraaf expomedia events vof Mobillion develops, exploits and offers facilities in the area of added value services for mobile telephone owners. Such as the case may be, the services are placed into the market under their own label and at which time the entire route from service concept to marketing to end users is taken care of. End users can be reached among other things through interactive voice response, SMS teletext, WAP, Internet, i-mode, EMS, MMS, or a combination of these types of media. Another substantial growth of these services is predicted for 2005. Telegraaf Expomedia Events (TE2) (50%), is a joint venture with the British Expomedia Group, which was established in 2003 to exploit trade fairs and events by linking specific interests of target groups to the interests of exhibitors and sponsors. In 2004, the successful consumer fairs 'Eten & Genieten' and 'Landelijk Leven' were prolonged. In addition to this, the focus of TE2 has been extended to the exploitation of a trade fairs building in the Mahler edifice on the Amsterdam southern axis, to be completed in 2005, and the organization of the so-called Business to Business (B-2-B) fairs. The successful organization of 'Crime in Retail' during 2004 is a good example of this new B-2-B activity. During 2005, new consumer fairs such as 'Bienvenue en France' will be organized, and existing consumer fairs such as 'Race & Rally', will be added to the portfolio of TE2 through joint venture collaborations. New concepts will also be developed in the area of B-2-B. telegraaf telemol vof sbs broadcasting b.v. Telemol is a joint venture of N.V. Holdingmaatschappij De Telegraaf and television producer Endemol, established to launch joint multimedia projects. It has become apparent that, while the belief in projects where television and printed media reinforce each other is still present, it is more sensible to cooperate on a looser basis (ad hoc), for cost reasons. The The share of the Telegraaf group in SBS Broadcasting B.V. amounts to 27%. SBS Broadcasting consists of SBS Television, SBS Productions and Veronica Uitgeverij, Veronica Litho and Veronica Digital. SBS Television exploits the television stations SBS6, Net5 and Veronica. Veronica Uitgeverij is the publisher of Veronica Magazine and Veronica Satellite. Media Groep West (MGW) has two shareholders: N.V. Holdingmaatschappij De Telegraaf (90%) and UPC Nederland (10%). Turnover increased slightly in 2004, particularly due to a growth in the activities for Net5 and Veronica. All activities contributed positively to the group result. 34 ANNUAL REPORT 2004 The share of the Telegraaf in the net result of SBS Broadcasting amounted to € 4.1 million, in which is included a tax expenditure ex 2003 amounting to € 2.4 million (2003: € 17.9 million, including the dilution profit of € 13 million because of the reduction of the share from 30% to 27%). The joint market share of the three SBS stations in the viewers’ market (target group those aged between 20 and 49) amounted to an average of 25.4% in 2004, equal to the market share in 2003. The station SBS6 (12.5%) scored somewhat lower, while Net5 (7.7%) and Veronica (5.2%) scored slightly higher than was the case last year. The joint market share of the three SBS stations in the advertising market amounted to 30.2% in 2004, compared with a market share of 29.3% in 2003. The total (net) television advertising market in the Netherlands amounted to about € 571 million in 2004. koninklijke wegener n.v. As of 31 December 2004, the share in Wegener consisted of 10,594,763 certificates of ordinary shares of € 0.30 nominal value (an interest of 23.9%) and 2,593,030 certificates of 6.84% cumulative preference shares of € 0.30 nominal value (an interest of 32.1%) The rate as at 31 December 2004 was € 9.45 against a rate of € 6.90 as at 31 December 2003. The average purchase rate was € 5.74. This means that the market value of this package is more than € 39 million higher than the book value. The increased stock exchange value in 2004 were not taken into account in the results over 2004. The share in the preferred dividend over 2004 is accounted for under the results of participations. Over 2003 no dividend on ordinary shares was received. bohil media b.v. BoHil Media is the publisher of ‘Boten’ and 'Campers & Caravans'. A positive result was achieved over 2004. The interest of 20%, acquired in January 2003, will be increased to 100% in 2005. am van gaal media b.v. An interest of 20% in AM van Gaal Media (AM Media) was acquired in 2003. The objective of the publishing company is to grow into a middle-size publisher of popular magazines, particularly aimed at women. Until now, AM Magazine and Tweed have been launched. anp holding b.v. Together with the other participating publishers, N.V. Holdingmaatschappij De Telegraaf has reduced its interest in ANP from 28.4% to 8.84%. The book profit is accounted for under the results of participations. brouwer groep b.v. The 43% share in the Brouwer Groep has been transferred to third parties in June 2004, including ANNUAL REPORT the (subordinated) loans. At that time, € 3 million in cash was received in repayment of the loan as yet made to the Brouwer Groep at the beginning of 2004, and a sales amount was agreed to, to be received on 31 December 2006 at the latest, of which the cash value has been processed as book profit. Current guarantees towards the Brouwer Groep have been taken over by the buyer. It was also agreed to change printing tariffs for group orders to a tariff in conformity with the market, as of 1 January 2005. 2004 35 ANNUAL REPORT 2004 37 code corporate governance The deviations by the Telegraaf group from the Code corporate governance were discussed with the shareholders and certificate holders during the general meeting of shareholders on 7 April 2004. Apart from a minor adaptation, the Managing Board and the Supervisory Board saw no reason for changing the views taken previously. As a result of the discussion in the meeting of certificate holders on 3 February 2005, the management of the Stichting Administratiekantoor van aandelen N.V. Holdingmaatschappij De Telegraaf decided to implement a change in its point of view. The management will grant voting mandates to its certificate holders and dropped the term “in principle” in best practice condition IV.2.8. The Managing Board and the Supervisory Board share the basic assumption of the Code corporate governance that the company represents a long-term collaboration of all parties involved with the company. The interested parties are the groups and individuals which directly and indirectly influence the achievement of the company's objectives, or are being influenced by it, such as employees, customers, but also the government and social institutions. The Managing Board and the Supervisory Board have an integral responsibility for the evaluation of these interest, which are generally aimed at the continuity of the company. The Code is effective form the financial year which begins on or after 1 January 2004. In this chapter, N.V. Holdingmaatschappij De Telegraaf will indicate in which way it wishes to give its interpretation of compliance with the Code. As a publisher of, among other products, daily newspapers, De Telegraaf is of the opinion that it also serves a social interest next to the interest of the shareholders. As a result the continuity and independence of the group is considered to be of the greatest importance. In some details, this leads to choices which differ from those within the Code, which places shareholders' value first and foremost. best practice provision ii. 1.1. Period of appointment for a maximum of four years. The company's policy is that a director is employed by the company and is appointed for an unlimited period. A periodical appointment results in the risk of a conflict of interest between the long term for the company and the short term because of reappointment of the director. The shareholders can annually exert their influence during their meeting when discharging the Management Board from responsibility for the policy pursued. The Supervisory Board evaluates the Management Board's performance annually. principle ii.2. remuneration/11.2.7. Maximum compensation fort the dismissal of directors. This principle is shared only partly. Every member of the Managing Board is in the service of the company. Compensation for dismissal, if applicable, and sometimes determined by the authorized courts, also stems from this employment relationship. The new remuneration policy for the Managing Board will be submit- 38 ANNUAL REPORT 2004 ted for confirmation to the shareholders in the general meeting on 20 April 2005. The remuneration policy has a fixed and a variable part. The variable part involves an individual bonus and the group’s profit-sharing scheme, which applies to each employee. The Telegraaf group does not have option schemes or remuneration in the form of shares. best practice provision iii.2.1. Independence of Supervisory Board members with the exception of maximally 1 person. If a majority of the Supervisory Board members is independent, as intended in III.2.2. (dependence criteria), a sufficient guarantee for independent supervision is provided. Because of the social importance of our daily newspapers and thus the long term vision of the company, much importance is attached to having more than one Supervisory Board member who has a high degree of involvement in the company through experience or ownership of shares. best practice provision iii.3.5 Maximum term of Supervisory Board members Referring to that which is mentioned in III.2.1. this provision is not shared and it is noted that there are many functions in society which are filled for a longer period. Experience and expertise are of great importance. A solidarity with, and knowledge of the company prevails. best practice provision iii.5 Constitution and role of the core committees of the Supervisory Board. The Code has it that in case of a Supervisory Board of more than four members, an auditing, remuneration and appointment and selection committee should be established. The present Supervisory Board now consists of six members. The Stichting Beheer van prioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf decided in 2003 to reduce the number of members to five after the departure of Mr W.H. Charles (2005). The Supervisory Board upholds the number of five members on the Board. Because of the engagement of the Supervisory Board members, the different areas of expertise and the nature and size of our company, one sees no reason to establish these committees. best practice provision iii.7.2. Possible ownership of shares by a Supervisory Board member in the company of which one is a Supervisory Board member, for investment in the long term. The law provides sufficient guarantees for preventing the improper use of knowledge or prior knowledge. best practice provision iii.7.3. Regulations and statement of the ownership of shares of Supervisory Board members in securities other than those issued by one's 'own' company. This definition is not supported: it is considered ANNUAL REPORT to represent too great an infringement on the privacy of Supervisory Board members. best practice provision iv.2.2 Board members of the trust office’s board are appointed bt the management of the trust office. The present composition of the board complies with Annex X of the Funds Regulations (Fondsenreglement). This provides a good balance between guaranteeing the interests of the certificate holders on the one hand, and the company on the other hand. In this case, reference can be made to the earlier remark about the specific character of the company and the social importance which daily newspapers represent. Two of the five board members are appointed on a non-binding recommendation of the Stichting Beheer van prioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf. These members are of particular importance to ensure that the affinity for and solidarity with the company of so large a shareholder as the trust office, is guaranteed. best practice provision iv.2.8 Proxy votes Holders of certificates can unrestrictedly transfer their certificates into shares in order to obtain the right to vote. The granting of a proxy vote to certificate holders is not a problem. The binding voting instructions from a certificate holder to the board are not supported, because the company is of the view that those persons who wish to vote should also be present at the shareholders’ meeting. 2004 39 best practice provision iv.3.1. Webcasting or such of analysts' meetings, analysts' presentations, presentations for (institutional) investors and press conferences. This definition is not shared as far as it concerns the 'one on ones'. Having shareholders follow presentations by means of webcasting, seems very laborious. This subject will be looked into further. After the end, presentations will be placed on the website of the group. 40 ANNUAL REPORT 2004 reporting with regard to internal risk management and control systems The Managing Board of N.V. Holdingmaatschappij De Telegraaf is responsible for risk management within the group. With regard to the controllability of these risks, systems have been implemented in the organization, which, however, do not offer the absolute certainty that no errors of material importance can occur. During the financial year, the internal risk management and control systems of the company are monitored, which provides an insight into significant risks. From the view of the controllability of these risks, among other matters, the following procedures and guidelines are of importance and are apply to all subsidiaries belonging to the Telegraaf group: • A uniform annual planning and reporting cycle, including a five-year multi-annual plan, the annual budget, a four-weekly financial report and, per quarter, a check on a readjustment of the annual prognostication. • Uniform financial and non-financial procedures and guidelines for the individual subsidiary companies regarding, among other matters, budgets, periodical reporting, investment requests, receivable accounts management, treasury and central purchasing. • The regular implementation of Risk Inventories and Risk Evaluations at the subsidiary companies. In 2004, an Internal Audit department was introduced, which at present reports to the Managing Board and which will also report directly to the Supervisory Board from 2005 onwards. In 2005, an extensive Risk Assessment Project will be started in order to further improve the internal risk management and control system. This project is aimed in particular at improving the effectiveness and efficiency at the subsidiary companies, as well as assuring the reliability of the financial information and compliance with legislation and regulations. ANNUAL ACCOUNTS 2004 41 consolidated balance sheet (before appropriation of result) 31-12-2004 In thousands of euros. 31-12-2003 Fixed assets Intangible fixed assets 138,838 Tangible fixed assets 188,181 213,677 Financial fixed assets 132,355 126,738 Total fixed assets 132,446 459,374 472,861 Current assets Inventories 13,784 20,598 Receivables 111,487 107,606 6,475 3,570 90,902 61,674 Total current assets 222,648 193,448 Current liabilities 181,434 182,496 Securities Cash and cash equivalents Current assets net of current liabilities Long-term liabilities Provisions Share third-parties Shareholders' equity 41,214 10,952 500,588 483,813 575 - 55,370 54,595 - 885 444,643 428,333 500,588 483,813 42 ANNUAL ACCOUNTS 2004 consolidated profit and loss account In thousands of euros. Net turnover 2003 686,853 683.556 74,213 75,782 206,306 208,342 51,028 48,153 37,645 37,119 8,846 11,826 Raw and auxiliary materials Wages and salaries 2004 Social security charges Depreciation of tangible and other intangible fixed assets Depreciation of goodwill - 3,574 301,490 274,884 Other value adjustments of goodwill Other operating costs Total operating expenditure Operating result 679,528 659,680 7,325 23,876 16,171 39,276 Operating result before depreciation of goodwill and other value adjustments of goodwill Income from participating interest Interest income Income from securities 19,917 5,193 2,871 5,025 235 177 -1,000 -58,094 -72 -1,730 Other depreciation of financial fixed assets Interest charges Balance of financial revenues and charges 21,951 -49,429 Pre-tax result from ordinary trading 29,276 -25,553 7,510 1,321 21,766 -26,874 Tax on result from ordinary trading After-tax result from ordinary trading Share third-parties Net result 359 1.109 22,125 -25,765 ANNUAL ACCOUNTS 2004 43 principles of consolidation, valuation and determination of the result 1. consolidation criteria 3. valuation The consolidated accounts combine the financial data for parent company N.V. Holdingmaatschappij De Telegraaf, and its group companies. Consolidation is effected in accordance with the principles of valuation and determination of the result of the parent company. Intangible fixed assets Goodwill, being the amount paid in excess of the value on the date of acquisition of participations, business activities and publishing rights is amortised against the result over a maximum period of twenty years. The value at the time of acquisition is determined on the basis of the real value of the acquired (underlying) assets and liabilities. The financial data of the group companies are fully included in the consolidated annual accounts after elimination of intercompany relations and transactions. Minority interest in shareholders’ equity and in the result of group companies are shown separately in the consolidated annual accounts. The results of newly acquired group companies are included in the consolidation from the date of acquisition. The results of participation disposed of by the company are included in the consolidation up to the divestment date. With regard to the profit and loss account of N.V. Holdingmaatschappij De Telegraaf use has been made of the exemption provided for in section 402, Book 2, of the Dutch Civil Code. 2. conversion of foreign currencies The participation in Sweden is considered an independent foreign entity. The assets and liabilities of these participations are converted at the price on the balance sheet date, while results are converted at the average price at the time of the transaction. The difference is directly accounted for in shareholders’ equity. Other intangible fixed assets concern licensing rights for information systems (developed on one's own account) for own use, and temporary publishing rights. After the technical and economic applicability of the developed information systems had been established, the costs incurred are rendered active and depreciated in three years. For the part that is rendered active and concerns internal hours, a legal reserve will be formed. Tangible fixed assets These assets are valued at cost less straight-line depreciation, based on economic life expectancy. These rates are: • 4% or 5% per year on business premises depending on their nature or purpose. • varying from10% to 20% per year on plant and machinery. • 20% per year on all other operational fixed assets. • operational fixed assets subject with a rapid technical and/or economic obsolescence are written off over a period of three years. Ground rent is amortised in accordance with the ground lease term in question. Land is not subject to depreciation. 44 ANNUAL ACCOUNTS 2004 Fixed assets under construction are valued at the amounts contracted for construction projects, plant and machinery. Current and long-term liabilities The current and long-term liabilities are stated at nominal amounts. Financial fixed assets Participations in which N.V. Holdingmaatschappij De Telegraaf is able to exert significant businesslike and financial influence are valued at the proportion of the net value asset, calculated in accordance with the parent company’s accounting principles. Other participations are stated at the price of acquisition. Provisions The provision for deferred taxation relates to the deferred tax liability arising from the difference between the valuation of assets and liabilities for commercial and taxpurposes. As far as it is permitted any deferred tax debet is set off against deferred tax liabilities. Long-term receivables are stated at their nominal value less any provisions deemed necessary. Inventories Inventories of paper, where it concerns quantities that were also in stock in previous years, are valued at the lower of cost price prevailing during those years and market price as at the balance sheet date, and where it concerns the surplus, at the lower of cost price and market price. The other inventories are valued at the lower of purchase price and market value. Receivables Receivables are shown at nominal amounts less provisions for bad debts where necessary. Securities Securities are shown at the lower of cost and market price as at the balance sheet date. Liquid assets These are stated at nominal amounts. Calculation of this liability, which is shown at nomimal value, is based on the current company tax rate. Calculation of this liability, which is shown at nominal value, is based on the tax rate which is expected to be applicable for the period in which the liability is settled. The provision for early retirement is stated at the cash value of the commitment to supplement amounts in excess of the early retirement benefit limit. The commitment to supplement covers a period of three to five years up to the age of 65. The provision is determined on an actuarial basis of 4% (2003 : 5%). The provision for supplementary retirement benefits consists of the cash value of the retirement benefits allowed and the pension contributions of employees who have been sick over a long period, plus the cash value of the share of the health insurance of pensioners payable by the company. The provision is calculated actuarially for both regulations on the basis of 4% (2003: 4% and 5% respectively). The provision for supplementary disability benefits includes the allowance payable on top ANNUAL ACCOUNTS of the salary of employees whose employment is terminated in connection with the granting of a disability allowance under the Invalidity Insurance Act. The provision is determined on an actuarial basis of 5%. The provision is determined on an actuarial basis of 4% (2003: 5%). The provision for reorganisations involves finding alternative employment, redundancy compensation as well as retraining and additional training at the Amsterdam businesses, Media Groep Limburg B.V. and Hollandse Dagbladcombinatie B.V. The provision is taken against fixed-interest securities. 4. determination of the result The turnover is the proceeds charged to third parties and arising from services provided to third parties during the financial year after allowing for VAT and discounts. Profits are taken only insofar as they are realised as of the balance sheet date. Costs and risks incurred before the end of the financial year are taken into account insofar as they can be anticipated. In determining the result, account is taken of any special decline in value of fixed assets. This occurs if the realisable value of fixed assets is lower than the book value of the asset in question. Special losses relating to a decline in value are taken direct to the result. Thus adjusted, the book value of the fixed assets in question is written down over its remaining life. 2004 45 The share in the result for the financial year is shown under ’income from participating interests’ where it concerns participations in which the company is able to exert significant influence. This result is determined on the basis of the general principles of valuation and determination of results. In respect of the other participations, dividend received is also shown under income from participations; if any dividend is receivable on preference shares, this shall be attributed to the year in which the right to such dividend arose, unless receipt is uncertain. Company tax is calculated on the result, taking into account tax allowances, including the substantial holding exemption, and allowing for amounts that are not taxdeductible. The difference with the amount in tax payable according to the profit calculation for tax purposes is shown in the provision for deferred taxation. Extraordinary income and expenditure are generated by actions and events, which can be cleary distinguished from activities within the scope of the company’s normal business operations and, as a result, are rarely recurrent. 5. consolidated cash flow statement The cash flow statement is prepared with the indirect method. The liquid funds in the cash flow statement consist of liquid assets and securities. The securities may be regarded as highly liquid investments. Cash flows in foreign currencies are converted at an estimated average exchange rate. 46 ANNUAL ACCOUNTS 2004 Income and expenditure relating to interest, dividends received and income tax are stated under cash flow from operational activities. Paid dividends are shown under cash flow from financing activities. The acquisition price of group companies is shown under cash flow investment activities insofar as payment has been made in cash. The liquid funds held by newly acquired group companies are deducted from the acquisition price. Exchange rate differences regarding resources are included separately in the cash flow. 6. segmented information As a result of the divestment of the printing activities as of 2002 the group’s activities solely consist of the publishers segment. 7. earnings per share Earnings per share are being determined by dividing the portion of the result for the financial year available to ordinary shareholders by the weighted average number of ordinary shares outstanding during the financial year. ANNUAL ACCOUNTS 2004 47 notes to the consolidated balance sheet fixed assets In thousands of euros, unless otherwise stated. intangible fixed assets 31-12-2004 Goodwill 31-12-2003 Software Total Goodwill Software Total 132,446 - 132,446 143,628 - 143,628 400 10,814 11,214 4,218 - 4,218 4 - 4 - - - -8,846 -1,626 -10,472 -11,826 - -11,826 - - - -3,574 - -3,574 124,004 9,188 133,192 132,446 - 132,446 Position as at beginning financial year Add: - investments - exchange rate difference Less: - depreciation - downward value adjustment Prepayment on - 5,646 5,646 - - 0 124,004 14,834 138,838 132,446 - 132,446 155,270 1,626 156,896 146,423 - 146,423 intangible fixed assets Position as at end financial year Total of depreciation and downward value adjustments Part of the activated software is developed in-house. As opposed to these intern development costs a statutory reserve of € 1,658,000 is made. Financial year 2004 tangible fixed assets Purchase price Write-down Book value up to 2004 up to 2004 31-12-2004 Land and buildings 1) 225,335 133,076 92,259 Plant and machinery 252,260 190,564 61,696 Other fixed assets 144,795 118,393 26,402 7,824 - 7,824 630,214 442,033 188,181 Purchase price Write-down Book value up to 2003 up to 2003 31-12-2004 Land and buildings 1) 227,005 126,212 100,793 Plant and machinery 247,775 179,073 68,702 Other fixed assets 154,277 120,407 33,870 10,312 - 10,312 639,369 425,692 213,677 Fixed assets under construction Financial year 2003 tangible fixed assets Fixed assets under construction ¹) These items include the ground rent bought off in respect of the business sites of the group’s companies in Amsterdam. As of 31 December 2004, the book value of this amounts to € 5,307,000 (previous year: € 5,517,000). 48 ANNUAL ACCOUNTS 2004 Company buildings are insured on the basis of reinstatement value, the other assets on the basis of the costs of new construction. The insured sum amounts to € 741 million (previous year: € 638 million). The item fixed assets in progress relates to buildings and/or installations and machinery at: Telegraaf Drukkerij Groep B.V., HDC Media B.V., Uitgeversmaatschappij De Telegraaf B.V., Media Groep Limburg B.V., DistriQ B.V. and De Telegraaf Tijdschriften Groep B.V. Movements in tangible fixed assets: Fixed assets Land and Plant and Other fixed under buildings machinery assets construction Total 100,793 68,702 33,870 10,312 213,677 795 720 9,825 8,134 19,474 -1,015 -98 -1,606 -4,291 -7,010 -8,983 -11,298 -17,687 - -37,968 669 3,670 1,992 -6,331 - - - 8 - 8 92,259 61,696 26,402 7,824 188,181 Book value as at 1 January 2004 Investments Disinvestments Depreciation Assets under construction put into operation Exchange rate differences Book value as at 31 January 2004 ANNUAL ACCOUNTS 2004 49 financial fixed assets 31-12-2004 31-12-2003 Non-consolidated participating interests Appreciated at net asset value: SBS Text v.o.f. (45%) / V8 Fox kids text, v.o.f. A’dam (45%) SBS Broadcasting B.V., Amsterdam (27%) Interactive Real Estate B.V., Hilversum (100%/50%) Mobillion B.V. (31.5%), Ede De Nationale Regiopers, Almere (19.6%) Bohil Media B.V., Amsterdam (20%) 1,074 1,559 39,322 35,266 - 18 500 169 57 75 367 163 13 - Televisiebedrijf Limburg B.V., Maastricht (45%) 1,640 1,410 Omroepbedrijf Limburg B.V., Maastricht (41%) Telemol v.o.f., Amsterdam (50%) 660 603 Smart Events B.V., Rotterdam (50%) 9 - Adventure Holding B.V., Zeist (50%) 3 - B.V. Algemeen Nederlands Persbureau ANP, Den Haag (28.4%) - 2,208 79,056 79,984 122,701 121,455 Valuation against acquisition price or lower market value 1) Receivable from participating interests 2,887 2,616 Other receivables 6,767 2,667 132,355 126,738 equity Result (at year-end) 287,282 -57,858 2003 558 -339 2003 n.v.t n.v.t Total financial fixed assets Shareholders' 1) Being: Wegener N.V., Apeldoorn (23.9%) AM van Gaal Media B.V., Amsterdam (20%) ANP Holding B.V., Den Haag (8.84%) bookvalue As at 31 December 2004 the total market value, i.e. market value of ordinary shares and cumulative preference shares of the package of Wegener N.V. amounts to approximately € 118 million. After the (partial) sale of the shares in B.V. Algemeen Nederlands Persbureau ANP by the publishers, the partnership has been restructured. The interest of De Telegraaf in the restructured enterprise (ANP Holding B.V.) amounted to 8.84% at year-end 2004. At the time of the balance sheet date, no figures of ANP Holding B.V. over 2004 were as yet known; at the end of 2003, the share was still € 2,208,000 (28.4%), rated against net capital value. For participations depreciated to nil, a provision of € 1.7 million was taken for the share in further losses. This provision has been included in the entry accruals and deferred income. 50 ANNUAL ACCOUNTS 2004 Movements financial fixed assets: Receivables from Other participating participating Other Interests interests receivables Total 121,455 2,616 2,667 126,738 1,476 3,717 5,027 10,220 5,326 - - 5,326 -1,000 14 - -986 Book value as at 1 January 2004 Add: - Investments - Share in result Less: - Value adjustment - Change provision participating interest -524 - - -524 -1,424 - - -1,424 -2,608 -3,460 -927 -6,995 122,701 2,887 6,767 132,355 31-12-2004 31-12-2003 12,650 19,841 - Dividend participating interests - remittance/repayment Book value as at 31 December 2004 current assets inventories Raw materials Auxiliary materials 1,134 757 13,784 20,598 67,945 69,463 26 602 27,812 22,818 The purchase cost of the stock of raw materials amounts to € 15.6 million (previous year: € 21.5 million). accounts receivable Trade receivables Participating interests Company tax 239 655 15,465 14,068 111,487 107,606 Government bonds 3,486 3,570 Other securities 2,989 - 6,475 3,570 90,902 61,674 Other receivables Accrued income securities liquid assets Cash and bank balances Liquid assets are freely available. ANNUAL ACCOUNTS 2004 51 current liabilities 31-12-2004 31-12-2003 Prepaid subscription fee 54,770 34,869 Suppliers 23,706 22,954 Participating interests Taxes and social insurance premiums 75 2,271 9,162 9,356 157 569 93,564 112,477 181,434 182,496 31-12-2004 31-12-2003 575 - Pension liabilities Accruals and deferred income long-term liabilities This concerns a loan from HMI International Holdings Inc. to TTG Hearst B.V., to be repaid in 2008 at the latest. The interest payment is calculated on the basis of six-monthly LIBOR plus 100 basis points. provisions Position at Deferred taxation Position at 1-1-2004 Allocations Withdrawals Releasel 31-12-2004 202 1,366 -699 -76 793 14,976 3,148 -4,710 - 13,414 Pension allowance supplements 8,376 2,651 -2,017 -28 8,982 Disability benefit supplements 5,076 536 -926 - 4,686 Early retirement Reorganisation provisions 25,965 17,020 -15,490 - 27,495 54,595 24,721 -23,842 -104 55,370 The current liability part regarding the provisions of € 14.7 million is accounted for in the entry accruals and deferred income. (previous year: 16.1 million). shareholders' equity For the notes to shareholders’ equity, please refer to the balance sheet of N.V. Holdingmaatschappij De Telegraaf. 52 ANNUAL ACCOUNTS 2004 notes to the consolidated profit and loss account In thousands of euros, unless stated otherwise. 2004 2003 668,350 666,855 18,282 16,625 Net turnover Breakdown of the net turnover by geographical area: The Netherlands Other EU states Other European states 221 76 686,853 683,556 70,138 71,679 Raw and auxiliary materials Paper and ink Auxiliary materials Wages and salaries 4,075 4,103 74,213 75,782 206,306 208,342 2,553 2,271 In 2004 average working force of the group in FTEs totalled 4,354 and in 2003 4,459. Breakdown of the work force by operating company as at year-end: Amsterdam businesses Hollandse Dagbladcombinatie B.V., Haarlem 751 925 Hollandse Huis-aan-huisbladen Combinatie B.V., Amsterdam 440 460 Media Groep Limburg B.V., Heerlen 403 554 - 5 De Telegraaf België, Brussels 4 4 TTG Sverige AB, Stockholm 33 27 Uitgeversmaatschappij De Trompetter B.V., Roermond 96 96 DataWire B.V., Amsterdam 36 15 4,316 4,357 Media Groep West B.V., Amsterdam ANNUAL ACCOUNTS 2004 53 2004 2003 Pension charges 25,258 21,542 Other social security charges 25,770 26,611 51,028 48,153 8,983 8,764 Social insurance contributions Depreciation of tangible and other intangible fixed assets Land and buildings Plant and machinery 11,298 9,935 Other fixed assets 17,687 19,130 37,968 37,829 Result disposed tangible fixed assets -1,949 -710 36,019 37,119 1,626 - 37,645 37,119 Result before tax 29,276 -25,553 Company tax on this at the prevailing rate 34.5% 10,100 -8,816 Other intangible fixed assets Note to company taxation: Company tax in conformity with the consolidated profit and loss account 1) 7,510 1,321 Difference in tax burden 2,590 -10,137 This difference is built up as follows: - Fiscal facilities - Non-tax deductible amounts (in particular goodwill) - Balance of results subject to substantial holding exemption - Release from deferral as a result of reduced rate company tax Profit per share In 2004, the total amount of shares averaged 52,500,160 (2003: 52,500,160). The net profit for 2004 amounted to € 22,125,000 (2003: net loss € 25,765,000). In 2004, the profit per share amounts to € 0.42 (2003: loss per share € 0.49). ) Company tax includes in accordance with the consolidated profit and loss account 1 a allocation to the provision of € 0.1 million (2003: withdrawal of € 0.1 million). 15 517 -3,898 -5,082 6,397 -5,572 76 - 2,590 -10,137 54 ANNUAL ACCOUNTS 2004 cash flow statement (consolidated) 2004 Amounts in thousands of euros. 2003 Cash flow from operational activities: Operating result 7,325 23,876 48,440 49,655 Adjustments for: - depreciations - other downward value adjustments intangible fixed assets - changes in short-term receivables - changes in inventories 0 3,574 1,118 15,591 6,814 -7,909 - changes in debts to suppliers and other current liabilities - changes in provisions Cash flow from operations 7,165 -4,491 184 -10,052 71,046 70,244 Dividend received from participating interests 2,798 1,264 Interest received/paid 3,034 3,758 Tax on profit -11,908 Cash flow from operational activities -13,094 64,970 62,172 Cash flow from investment activities Investments in intangible fixed assets -16,860 -2,711 Acquistion/divestments of group companies and other financial tangible fixed assets Investments of tangible fixed assets Changes in accounts payable investments Disinvestments of tangible fixed assets 9,993 -31,431 -19,474 -24,836 -8,240 -14,743 7,010 Cash flow from financing activities 9,933 -27,571 -63,788 Cash flow from financing activities Dividend paid Changes in long-term liabilities Cash flow from financing activities Exchange rate differences Changes in liquid assets (securities included) -5,775 -5,775 575 -118 -5,200 -5,893 -66 7 32,133 -7,502 ANNUAL ACCOUNTS Amounts in thousands of euros. 2004 55 2004 2003 61,674 69,143 Cash and cash equivalents as at 1 January - Cash/cash equivalents - Securities 3,570 3,603 65,244 72,746 Cash and cash equivalents as at 31 December - Cash/cash equivalents - Securities Changes cash and cash equivalents 90,902 61,674 6,475 3,570 97,377 65,244 32,133 -7,502 56 ANNUAL ACCOUNTS 2004 balance sheet of n.v. holdingmaatschappij de telegraaf (before appropriation of the result) 31-12-2004 In thousands of euros. 31-12-2003 fixed assets Intangible fixed assets Goodwill - 37 405,118 442,705 39,405 38,474 Tangible fixed assets Participating interests in group companies Other participating interests Receivable on minority interests Deferred receivable tax Other receivables - 454 1,531 1,199 4,850 511 Total fixed assets 450,904 483,380 current assets Receivables Tax and social insurance contributions Pension contribution 22,993 29,334 648 500 136 17 Accrued income 1,060 2,150 Liquid assets 9,655 103 34,492 32,104 Banking institutions - 39,002 Other liabilities - 349 8,722 12,559 8,722 51,910 Other receivables Total current assets current liabilities Accrued liabilities Current assets net of current liabilities 25,770 -19,806 476,674 463,574 ANNUAL ACCOUNTS 31-12-2004 In thousands of euros. 2004 57 31-12-2003 provisions Early retirement 13,360 14,922 Pension allowance supplements 7,931 7,370 Disability benefit supplements 4,641 5,030 Reorganisation provisions 6,099 7,919 32,031 35,241 shareholders’ equity Issued capital Statutory reserves Other reserves Unappropriated result 13,125 13,125 1,733 115 407,660 440,858 22,125 -25,765 444,643 428,333 476,674 463,574 58 ANNUAL ACCOUNTS 2004 profit and loss account of n.v. holdingmaatschappij de telegraaf In thousands of euros. 2004 2003 Net income from participating interests 9,168 19,440 Other net income and expenditure 12,957 -45,205 Result after tax 22,125 -25,765 ANNUAL ACCOUNTS 2004 59 notes to the balance sheet and profit and loss account For the general accounting principles and the principles for the valuation of assets and liabilities and the determination of the result, reference is made to the notes to the consolidated balance sheet and profit and loss account. Group companies are shown at their net asset value. fixed assets intangible fixed assets 2004 2003 Goodwill 37 5,345 -37 -1,734 Downward value adjustment - -3,574 Book value as at 31 December - 37 Book value as at 1 January Depreciation charged to the result financial fixed assets Group companies with registered offices This item includes the following group of companies and receivables in respect of these group companies: - Uitgeversmaatschappij De Telegraaf B.V., Amsterdam - Telegraaf Drukkerij Groep B.V., Amsterdam - B.V. Rotatiedrukkerij Voorburgwal, Amsterdam - B.V. Drukkerij Noordholland, Hoorn - Grafisch Bedrijf Media Groep Limburg B.V., Heerlen - B.V. Beleggingsmaatschappij Voorburgwal, Amsterdam - De Telegraaf Tijdschriften Groep B.V., Amsterdam - TTG Sverige AB, Stockholm - TTG Hearst B.V., Amsterdam (75%) - Twickel B.V. Amsterdam - BasisMedia B.V., Amsterdam - Hollandse Dagbladcombinatie B.V., Haarlem - HDC Media B.V., Haarlem - B.V. Agentenadministratiekantoor ‘t Gooi, Hilversum - Uitgeversmaatschappij Hollands Noorderkwartier B.V., Amsterdam - Exploitatiemaatschappij G en E Vastgoed B.V., Hilversum - Drukkerij Stuurman B.V., Zaandam - Hollandse Huis-aan-huisbladen Combinatie B.V., Amsterdam - Uitgeverij Van Groenigen B.V., Haarlemmermeer - Uitgeverij Hoevelaken Beheer B.V., Amsterdam - B.V. Uitgeverij De Echo, Amsterdam - B.V. Reclame ‘t Gooi, Hilversum - B.V. Noorderpers, Hoorn - Uitgeversmaatschappij Limburgs Dagblad B.V., Heerlen - Media Groep Limburg B.V., Heerlen - Uitgeversmaatschappij De Limburger B.V., Maastricht - Regionale Televisie Limburg B.V., Maastricht - Uitgeversmaatschappij De Trompetter B.V., Roermond - De Kempen Pers B.V., Hapert - DataWire B.V., Amsterdam - DWC B.V., Roermond - DataWire Sport B.V., Amsterdam (75%) - Telegraaf Media Management B.V. Amsterdam - Telegraaf Media ICT B.V. Amsterdam - Telegraaf Finance B.V., Amsterdam - Telegraaf Events B.V., Amsterdam - DistriQ B.V., Amsterdam - Telegraaf Distri B.V., Amsterdam - Media Groep West B.V., Amsterdam (90%) - Media Menu Beheer B.V/C.V, Groningen (75%) - Telegraaf Media International BV, Amsterdam - Telegraaf Media Ukraine LLC, Kiev 60 ANNUAL ACCOUNTS 2004 The annual accounts of these group companies are included in the consolidated balance sheet and profit and loss account. 31-12-2004 31-12-2003 Group companies Visual equity Receivables and liabilities on balance 19,028 167,155 386,090 275,550 405,118 442,705 Other participating interests This item relates to the minority interest in: 39,322 SBS Broadcasting B.V. (27%), Amsterdam 35,266 83 Other participating interests Receivable on minority participating interest Deferred tax receivable 3,208 39,405 38,474 - 454 1,531 1,199 4,850 511 450,904 483,343 Other receivables Outstanding Total financial fixed assets Movements in financial fixed assets: Position as at 1 January 2004 Add: - investments Other Receivable on Group participating minority partici- Other companies interests pating interests receivables 442,705 38,474 454 1,710 36 - - 4,600 - share in result 5,112 4,056 - 332 - other changes 60,180 - - - Less: - disposal/value adjustment/ repayment - Dividend paid Position as at 31 December 2004 - -1,701 -454 -261 -102,915 -1,424 - - 405,118 39,405 - 6,381 ANNUAL ACCOUNTS 2004 61 provisions Notes to the provision please refer to the notes on the consolidated balance sheet. shareholders' equity 31-12-2004 31-12-2003 13,125 13,125 115 96 Issued capital The authorised capital amounts to € 50,000,000 divided into shares of € 0.25 par value. Issued: Ordinary shares (including € 240 priority shares) Statutory reserves Position as at beginning of the financial year Add: - concerning activated development costs Less/Add: - Exchange rate differences Position as at the end of the financial year 1,658 - -40 19 1,733 115 415,093 440,858 -1,658 - Other reserves Position as at the beginning of the financial year Less: - from processing loss - dividend 2003 ) 1 Position as at end of the financial year -5,775 - 407,660 440,858 22,125 -25,765 444,643 428,333 Unappropriated result Result of the financial year Total shareholders' equity at year-end ) The dividend of 2002, paid out in 2003, was charged 1 to the shareholders' equity at year-end 2002. 62 ANNUAL ACCOUNTS 2004 remuneration managing board and ex-managing board Standard Deferred remuneration remuneration 1) A.J. Swartjes 469,568 105,826 F.Th.J. Arp 469,568 51,288 W.O. Kok 469,568 17,056 469,568 203,503 1,878,272 377,673 Managing Board J. Olde Kalter Ex-Managing Board L.G. van Aken - 57,151 H. Schor - 56,923 - 114,074 remuneration supervisory board Standard Deferred remuneration remuneration A.J. van Puijenbroek 23,370 - W.H. Charles 19,966 - mrs M. Tiemstra 19,966 - L.G. van Aken 2) - - 4,992 - W. van Voorden 19,966 - H.L. Weenen 19,966 - 108,226 - W. Overmars The remuneration and any other terms of employment in respect of every director are determined by the Supervisory Board, in accordance with the resolutions of Stichting Beheer van prioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf. Besides the fixed components of the remuneration, the group profit sharing scheme also applies to the Managing Board. The remuneration policy does not provide for a bonus scheme or share option scheme. The renumerations included the salaries of the members of the Managing Board and former members of the Managing Board amounted to € 2.3 million in 2003. Remuneration to the Supervisory Board amounted to € 119,872 in 2003. As at 31 December 2004 the total amount of shares/depositary receipts in N.V. Holdingmaatschappij De Telegraaf of the joint Supervisory Board amounts to 21,273 and of the Managing Board 1,936. ) concerning pension costs and voluntary early retirement costs 1 ) No remuneration pursuent to early retirement claim. 2 ANNUAL ACCOUNTS 2004 63 Commitments and contingent liabilities Pursuant to section 403, paragraph 1 , sub f, Book 2 of the Dutch Civil Code, the company has assumed liability for any debts arising from the group companies consolidated under financial fixed assets, excluding Media Groep West B.V., Telegraaf Events B.V., DataWireSport B.V. and TTG Hearst B.V. For joint ventures entered into with third parties in the form of a partnership firm, the rule applies that the group subsidiary company participating therein, is severally liable for all debts of such a partnership. As part of the sale of its participation in SBS Radio B.V. N.V. Holdingmaatschappij De Telegraaf has a contingent liability for subsequent payment. This liability becomes instant if Radio Noordzee loses its broadcasting licence before 1 September 2010. The extent of the possible liability decreases from a maximum of € 0.9 million to € 0.5 million in 2010. N.V. Holdingmaatschappij De Telegraaf, with virtually all of its 100% Dutch subsidiary companies, forms a fiscal entity. Within such a fiscal entity, the group’s subsidiary companies are severally liable for tax debts from both sides, with regard to the taxation authority. Amsterdam, 16 March 2005 Managing Board Supervisory Board A.J. Swartjes, chairman A.J. van Puijenbroek, chairman F.Th.J. Arp W.H. Charles W.O. Kok H.L. Weenen J. Olde Kalter mrs M. Tiemstra L.G. van Aken W. van Voorden 64 OTHER DATA 2004 auditors´ report introduction opinion We have audited the accompanying 2004 financial statements of N.V. Holdingmaatschappij De Telegraaf, Amsterdam. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. In our opinion, the financial statements of N.V. Holdingmaatschappij De Telegraaf give a true and fair view of the financial position of the company as of 31 December, 2004 and of the result for the year then ended in accordance with accounting principles generally accepted in the Netherlands and comply with the financial reporting requirements as included in Part 9 of Book 2 of the Netherlands Civil Code. scope Deloitte Accountants B.V. We conducted our audit in accordance with auditing standards generally accepted in the Netherlands. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion. Amsterdam, 16 March 2005 66 OTHER DATA 2004 post balance sheet events Media Groep Limburg B.V. has announced a new reorganization in January of 2005, through which 35 jobs will become redundant in the short term. As of 1 January 2005, Uitgeverij Trompetter B.V. has taken over Bongers Beheer B.V., a publisher of door-to-door papers in the province of Limburg. Uitgeversmaatschappij De Telegraaf B.V. has indicated that it intends to exercise its option to increase to 100% in the capital of Bohil Media B.V. this very spring. After implementation, the result of Bohil Media B.V. will be included in consolidation from 1 January 2005. The intended joint venture with Kyiv Post Group (KPG), which was announced last year, did not occur. After the balance sheet date, a preliminary agreement was signed with CPL Euromedia Ukraine (CPL) for the acquisition of 5 titles which CPL is publishing in the Ukraine at the moment. The titles, aimed at the consumer market in the Ukraine, comprise, among others, Domus Design (interior decorating magazine), What's On (entertainment magazine) and Panorama (in-flight magazine of UAL). In all, the reorganizations and aforementioned acquisitions involve an amount of more than € 21 million. The effect on the net result of 2005 (according to IFRS guidelines) is budgeted at about 2.0 million negative. OTHER DATA 2004 67 legal/profit appropriation as provided for in the articles of association Pursuant to the law and article 34 of the articles of association of N.V. Holdingmaatschappij De Telegraaf, the following rules apply to the appropriation of profits: sufficient, the deficit shall be paid out of the distributable portion of shareholders’ equity. The dividend is determined over the paid-up portion of the nominal amount. • • Subject to the approval of the Supervisory Board and Stichting Beheer van prioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf, the Managing Board shall decide every year what percentage of the profit - the positive balance of the profit and loss account - is to be added to the reserves. • Out of the profits, after addition to the reserves in accordance with the preceding paragraph, a dividend shall be paid on the amount paid in on the preference shares, the percentage of which shall be equal to the average yield of Dutch medium-term government bonds as at the beginning of the financial year to which the distribution relates, increased by one per cent. The average yield is determined by the Managing Board subject to the approval of the Supervisory Board. • A primary dividend amounting to five per cent of the nominal amount of their shares or - if the profit is not sufficient for this - as high a percentage as possible, is then paid out to the holders of ordinary shares and priority shares. Where it concerns priority shares, the percentage of the above-mentioned dividend may not exceed the percentage of the legal interest rate prevailing on the last day of the financial year in question. • If the distribution of dividend on preference shares, as referred to in paragraph 2, cannot be effected or not in full because the profit is not The remaining profit shall be at the disposal of the General Meeting provided that no further dividend is to be distributed on priority shares and preference shares. • Profit distributions may not exceed the amount of the distributable portion of shareholders’ equity. • If the balance shows a loss for any year, no dividend will be distributed for that year. No dividend may be paid in subsequent years until the loss has been fully compensated for by the profit. However, at the proposal of the priority shareholders,the general meeting may resolve to make up such loss to the debit of the distributable portion of shareholders’ equity or to distribute a dividend to the debit of the distributable portion of shareholders’ equity as well. • Distribution of profit is effected following adoption of the annual accounts showing that such distribution is permitted. • In determining the profit distribution, the shares held by the company in the capital are not included in the calculation. 68 OTHER DATA 2004 special rights under the articles of association priority shares declaration of independence The priority shares are held by the Stichting Beheer van prioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf, the Board as of 31 December, 2004 consists of Messrs L.G. van Aken, E.F.M. Kok, A.J. van Puijenbroek and E.H. van Puijenbroek. The Managing Board of N.V. Holdingmaatschappij De Telegraaf and the Board of Stichting Beheer van prioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf hereby declare that, in their joint opinion, the requirements with respect to the independence of the Board of Stichting Beheer van prioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf, set out in Annex X to the Listing and Issuing Rules of Amsterdam Exchanges N.V., Amsterdam, have been fully met. The goal of the foundation is to acquire and manage the priority shares in the company and, to ensure continuity in the management of the company, to defend against influences on the management that could prejudice the company’s independence and would be contrary to the company’s interest, and to further a good policy in the company’s interest. The powers attached to the priority shares include the right of granting approval for resolutions for the issue of shares, of fixing the number of Managing Board members and their remuneration, of fixing the number of members of the Supervisory Board of the company, and of taking the initiative for an amendment to the articles of association and dissolution of the company before the General Meeting of Shareholders can take a decision on that. Managing Board of N.V. Holdingmaatschappij De Telegraaf Board of Stichting Beheer van prioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf Amsterdam, March 2005. OTHER DATA preference shares The goal of Stichting Preferente Aandelen De Telegraaf is: • 2004 69 The right to issue preference shares of N.V. Holdingmaatschappij De Telegraaf has been granted by Stichting Beheer van prioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf. To look after the interests of the company limited by shares N.V. Holdingmaatschappij De Telegraaf, established in Amsterdam, hereinafter called: ’the company’, the companies associated with it and all those involved, by defending the company as much as possible against influences that could threaten its continuity, independence or identity and would be contrary to these interests. The Board consists of one Chairman and four members. Composition of the Board as of 31 December 2004: G.G. Witsen Elias (Chairman), S.E. de Jong, A. den Bandt, E.F.M. Kok and A.J. van Puijenbroek. • declaration of independence Defending the company against influences of third parties that could impair editorial independence, as well as the principles underlying editorial policy concerning news publications of enterprises within the group. The foundation seeks to achieve this goal by acquiring preference shares in the company and by exercising the rights attached to these shares. In doing so, the foundation takes into account the purpose for which preference shares may be issued. This purpose does not include the sale, encumbrance or any other disposal of shares except in case of: As of the balance sheet date no preference shares had been issued. The Managing Board of N.V. Holdingmaatschappij De Telegraaf and the Board of Stichting Preferente Aandelen De Telegraaf hereby declare that, in their joint opinion, the requirements in respect of the independence of the Board of Stichting Preferente Aandelen De Telegraaf, set out in Annex X to the Listing and Issuing Rules of Amsterdam Exchanges N.V., Amsterdam, have been fully met. Managing Board of N.V. Holdingmaatschappij De Telegraaf Board of Stichting Preferente Aandelen De Telegraaf • Sale to the company itself or to a company associated with it within the group and designated by the company. • Collaboration in the repayment on and the cancellation of shares. Amsterdam, March 2005. 70 OTHER DATA 2004 publications and activities of de telegraaf company as of january 2005 newspapers Modern Country Elegance other internetactivities Vecht-Journaal Baarns Weekblad Woonbode De Telegraaf MAN Sp!ts Residence www.DFT.nl Wijdemeren Journaal Limburgs Dagblad Hitkrant speurders.nl HEBBUS Dagblad De Limburger Autovisie autotelegraaf.nl Haarlems Dagblad Starstyle elcheapo.nl Flevoland IJmuider Courant Chapeau! (issued by MGL) vacaturekrant.nl De Almare (3 editions) Leidsch Dagblad Nummer 1 (issued by MGL) weerkamer.nl Zondagochtendblad De Gooi- en Eemlander AutoTelegraaf Occasion Mag. woonkrant.nl reiskrant.nl Haarlem and Noordhollands Dagblad SWEDEN www.Limburgpersoneel.nl surrounding area including: Vi Båtägare www.Limburgopwielen.nl Nieuwsblad De Kennemer - Alkmaarsche Courant Båtnytt www.spits.vacaturekrant.nl Haarlems Weekblad - Schager Courant Golf Digest www.zorg.vacaturekrant.nl Heemsteedse Courant - Enkhuizer Courant Residence www.limburgwonen.nl Nieuwsblad IJmuiden - Dagblad voor West-Friesland Cosmopolitan www.autocircuit.nl Nieuwsblad Santpoort - Helderse Courant Hemmets Bazaar www.woneninholland.nl & Velserbroek - Dagblad Kennemerland Allt om Kök och Bad www.groeneweekblad.nl Zondag Haarlem Almere Vandaag Zondag IJmuiden - Dagblad Zaanstreek - Dagblad Waterland internet internet NETHERLANDS door-to-door papers and news journals Leiden and surrounding area www.telegraaf.nl www.autovisie.nl Regionally distributed with Het Magazine www.spitsnet.nl www.hitkrant.nl De Telegraaf www.haarlemsdagblad.nl www.moderncountry.nl !N www.ijmuidercourant.nl www.prive.nl www.leidschdagblad.nl www.fhm.nl Greater Amsterdam area www.nhd.nl www.starstyle-magazine.nl De Echo (11 editions) Alphen a/d Rijn and www.gooieneemlander.nl www.man.nl Het Weekblad op Zondag surrounding area www.almerevandaag.nl www.esquire.nl De Woongids Witte Weekblad www.mgl.nl www.cosmogirl.nl Amstelveens Nieuwsblad Het Weekend www.limburgsdagblad.nl www.residence.nl Het Weekend Makelaars Vizier www.limburger.nl www.elegance.nl www.ttg.nl magazines HET op Zondag Witte Weekblad The bulbgrowing area Witte Weekblad Amstelland/ Zaanstreek/Purmerend SWEDEN Haarlemmermeer Noordhollands Weekblad www.cosmopolitan.se Witte Weekblad De Zaankanter www.batnytt.se Zondag Haarlemmermeer De Krommenieër NETHERLANDS www.vibatagare.se Privé www.golfdigest.se ’t Gooi and surrounding area Zondagochtendblad Esquire www.marinan.com De Gooi- en Eembode Witte Weekblad voor CosmoGIRL! www.residence.se Laarder Courant De Bel Edam/Volendam/ FHM (For Him Magazine) www.ttg.se Nieuwsblad voor Huizen Waterland Het Gezinsblad OTHER DATA West-Friesland Westfries Weekblad other activities Enkhuizer Weekblad Zondagochtendblad - Interactive information services Alkmaar and surrounding area - Participating interests in 2004 71 participating interests Media Groep West B.V. (90%) V.o.f. SBS 6/Net 5 Text (45%) V.o.f. Veronica/Fox Kids Text Mobillion B.V. (45%) (31.5%) national commercial TV Alkmaars Weekblad - Participations in exhibitions SBS Broadcasting B.V. De Koerier - Teletext activities Koninklijke Wegener N.V. Nieuwsblad voor Castricum DataWire B.V. Uitgeversmaatschappij De Telegraaf B.V.: Zondagochtendblad - PayperNews Beheer B.V. (27%) (25.13%) De Duinstreek RKK Beheer B.V. (25%) (RKK C.V.) internet Bohil Media B.V. (20%) Schager Weekblad www.mediagroepwest.nl Media Menu Beheer B.V. (75%) CTR/De Polderbode www.datawire.nl (Media Menu C.V.) Deze Maand www.mobillion.nl Noord-Holland-North Helders Weekblad Wieringer Courant NRp Beheer B.V. Wieringermeerbode (De Nationale Regiopers C.V. (25.8%) Zondagochtendblad printing companies Noord-Brabant-East Telegraaf Drukkerij Groep B.V. Televisiebedrijf Limburg B.V./L1 (45%) De Trompetter (5 editions) - B.V. Rotatiedrukkerij Omroepbedrijf Limburg B.V./L1 (41%) Media Groep Limburg B.V.: De Schakel Voorburgwal Veldhovens Weekblad - B.V. Drukkerij Noordholland ANP Holding B.V. Oirschots Weekjournaal - Grafisch bedrijf Media Groep TTG Hearst AB (50%) Kempener Koerier Limburg B.V. (Nieuwsdruk TTG Hearst B.V. (75%) De Kempenaer Limburg) AM van Gaal Media B.V. (20%) De Hilverbode Bongers Drukkerij B.V. Nieuwsklok Limburg DataWire B.V. logistics De Trompetter (13 editions) DataWireSport B.V. (70%) BasisMedia B.V. DistriQ B.V. internet (8.84%) Smart Events B.V. (50%) - Telegraaf Distri B.V. - Regio Distri B.V. www.hollandcombinatie.nl Telegraaf Events B.V. Telegraaf Expomedia Events vof (50%) www.trompetter.nl www.bongersmedia.nl information and communicationtechnology Telegraaf Media ICT B.V. Bongers Media Productie - De Informatiefabriek B.V. De Informatiefabriek vof (30%) 72 OTHER DATA 2004 report for the year 2004 of stichting administratiekantoor van aandelen n.v. holdingmaatschappij de telegraaf During the year 2004, the total number of convertible depositary receipts in N.V. Holdingmaatschappij De Telegraaf increased by 488,758 and amounted to 32,614,688 (of € 0.25 par value) as of 31 December 2004, representing a nominal amount of € 8,153,672. These receipts were matched by an equal number of shares held in trust. The increase was caused by the fact that shareholders converted their shares into depositary receipts in N.V. Holdingmaatschappij De Telegraaf. During the Management Board meeting of 23 March 2004, Mr J.S. Dienske (Board Member A) was reappointed. Mrs J.A. Brewer-de Koster was reappointed as Board Member B of this body by the Management Board of Stichting Beheer van prioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf. With the exception of Mrs Brewer, the Management Board members of aforementioned foundation are independent in the sense of condition IV.2.2. of the Code Corporate Governance. Mrs Brewer was appointed for a final period of four years, and before the Code was lodged in civil law. The accounts of our foundation for the financial year 2003 were discussed and approved. The financial statements of N.V. Holdingmaatschappij De Telegraaf and the dividend proposal for 2003 were discussed in detail with the Managing Board. The Management Board discussed Principe IV Certification of Shares of the Code Corporate Governance and has taken up a point of view on a number of best practice conditions. In addition, it appeared that further research was desired in the case of a number of conditions and so the subject Corporate Governance was rescheduled for the agenda of the autumn meeting. The annual meeting of shareholders of N.V. Holdingmaatschappij De Telegraaf was held in Amsterdam on 7 April 2004. Our foundation represented 52% of the votes present at the annual meeting and voted in favour of the Supervisory Board’s recommendations to adopt the financial statements for the year 2003, and with regard to the processing of the loss, the fixing of the dividend on account of the distributable part of shareholders’ equity, and discharging members of the Managing Board from their management, and the Supervisory Board from their supervision, in the year under review. Our foundation supported the proposals authorizing the Management Board to repurchase shares, and the extension of the authorization of the Stichting Prioriteit tot Uitgifte van Aandelen, and to proceed with the limitation or exclusion of the right of preference in case of the issue of ordinary shares (including among other things, the granting of the rights to taking ordinary shares). The reappointment of Mr H.L. Weenen as a member of the Supervisory Board of N.V. Holdingmaatschappij De Telegraaf and the appointment of Deloitte as auditors of the Telegraaf group, were also supported by our foundation. The foundation has taken notice of the points of view of the Managing Board and the Supervisory Board with regard to the implementation of the Code Corporate Governance. In de bestuursvergadering van 31 augustus 2004 During the Management Board meeting of 31 August 2004, the semi-annual figures of the Telegraaf group were discussed as a result of the relevant press release. The Management Board has invited the notary public firm of Houthoff Buruma for the discussion of Principle IV OTHER DATA of the Code Corporate Governance. The Management Board has dwelled upon this subject at length and subsequently determined its point of view. Principle IV and the best practice conditions are supported, with the exception of the following conditions. Condition IV 2.2. is supported and all managers will therefore be appointed by the Managing Board. However, after consultation with the stichting prioriteit, it has been decided that the foundation may submit a non-binding nomination in the case of the appointment of two of the five Managing Board members. Should the Managing Board not adopt this nomination and appoint a Board member itself, such an appointment will only occur after consultation with the Stichting Prioriteit, during which the Managing Board will motivate its decision. The binding voting instruction as included in condition IV 2.8., is not supported. Holders of certificates should be present at the general meeting of shareholders and conduct discussions about the listed agenda items on that occasion. The aforementioned leads to a change of the rules of association and administration conditions of our foundation. For the implementation of best practice condition IV 2.1. of the Code, a meeting of holders of certificates will be called on 3 February 2005, during which a number of specific subjects in the Code will be discussed with the holders of certificates, and the change of the rules of association and administration conditions will be clarified. The remuneration of the members of the Management Board consists of a payment of € 3,403 per annum for each member. The costs of the activities of the Administratiekantoor mainly consist of the payment for the official stock 2004 73 market quotation and the processing costs of ABN-Amro Bank, amounting to a total of € 17,660. The legal and auditor’s costs were paid by the company in 2004. The Management Board of the Stichting Administratiekantoor van Aandelen N.V. Holdingmaatschappij De Telegraaf consists of the following members, with the (previous and/or present) positions duly mentioned: W.M. Lammerts van Bueren, chairman: extraordinary professor of International University Cooperation/Economic Sciences EUR Mrs J.A. Brewer-de Koster, secretary: former Supervisory Board member of N.V. Holdingmaatschappij De Telegraaf and former Management Board member of the Stichting Beheer van prioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf J.S. Dienske: former secretary of the Koninklijke Verbond van Grafische Ondernemingen W.P. Moleveld: Professor of Accountancy Nyenrode University E.H. van Puijenbroek: Director of Textielfabrieken H. van Puijenbroek BV., Management Board member of the Stichting Beheer van prioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf Stichting Administratiekantoor van aandelen N.V. Holdingmaatschappij De Telegraaf p/a Basisweg 30, 1043 AP Amsterdam Amsterdam, March 2005. 74 OTHER DATA 2004 statement of independence The Managing Board of N.V. Holdingmaatschappij De Telegraaf and the Board of the Stichting Administratiekantoor van aandelen N.V. Holdingmaatschappij De Telegraaf hereby declare that, in their joint opinion, the requirements regarding the independence of the Board of the Stichting Administratiekantoor van aandelen N.V. Holdingmaatschappij De Telegraaf, set out in Annex X to the Listing and Issuing Rules of Amsterdam Exchanges N.V., have been fully met. Managing Board N.V. Holdingmaatschappij De Telegraaf Board of Stichting Administratiekantoor van aandelen N.V. Holdingmaatschappij De Telegraaf Amsterdam, March 2005. 76 OTHER DATA 2004 international financial reporting standards (ifrs) temporary consolidated balance sheet based on ifrs The presented balance sheet and profit and loss account based on IFRS principles, are of a temporary nature. The main reasons for this are based on the fact that the legislation is still subject to changes and that not until 31 December 2005, in accordance with the then prevailing guidelines, will there be clarity with regard to the guidelines to be followed for the annual account of 2005, including the comparable figures over 2004. In addition, there is still uncertainty with regard to the size of the commitments flowing from existing early retirement schemes, as mentioned hereafter. Changes in these can have a material effect on the figures presented. N.V. Holdingmaatschappij De Telegraaf applies a ’first time adoption’ per 1 January 2004 for all applicable IFRS regulations. No accountants’ audit has been applied to the temporary IFRS information. From 1 January 2004 the following alterations will be in force: 1. Under IFRS there is no question of a systematic depreciation of goodwill. 2. Stocks (paper) will henceforth be valued on the basis of the FIFO-system (First In First Out), where previously, the LIFO-system (Last In First Out) was used. 3. A number of employee remunerations with a long term effect are in existence, which qualify as a ’Defined Benefit’ scheme under IFRS and so have an effect on the consolidated shareholders’ equity. The main ones are the pension schemes, the disability and voluntary early retirement schemes, as well as reorganization provisions. This results in a net capital effect of - € 23 million per 1 January 2004. With regard to the effects of these valuations of the pension funds on the profit and loss account, the so-called corridor approach will be applied. Through this, only changes in the capital deficit which are higher than 10% of the larger one of the entries possessions and pension commitment, will be taken into consideration. In addition and in accordance with the guideline, these will be amortized over the average remaining period of employment, in this case 10.9 years. 4. For a part of the employees, pension schemes at the Pensioenfonds Grafische Bedrijven (PGB) (20% of all employees) and the Pensioenfonds Vervoer (7%) apply. Both funds take the view that their schemes can be qualified as “Defined Contribution”. They further indicate that, should the scheme qualify as “Defined Benefit”, “there is no objective key for attributing a proportional share to the company” (in the reserve surplus/deficit of the fund). They also indicate that, should this share indeed be calculable, “this would not provide information about future employers’ contributions, since the (future) share in the reserve surplus or deficit does not have a consistent and reliable base, and no relation exists with any economic reality.” 5. For employees (with the exception of the daily newspaper journalists, to whom a separate scheme applies on the basis of a capital coverage system) an early retirement scheme applies on the basis of an apportionment method. This scheme is implemented for the sector by OTHER DATA 2004 77 the FWG (Fund reduction working hours older employees in the printing industry) a part of the Pensioenfonds Grafische Bedrijven. 7. The allocation to the provisions partly concerns interest for provisions turned into cash. This part is presented as interest costs under IFRS. The fund only contains very limited financial means. Financing the current payments occurs from the annual premiums. In the actuarial calculation of the provision based on IFRS Principles, the proscribed ’Projected Unit Credit Method’ has been utilized. The amount of the provision is determined by the length of time in which the early retirement scheme will continue to exist in its present form. In addition, the recent government measures with regard to the abolition of the fiscal provisions for early retirement and pre-pensions are of importance. 8. In this pro forma balance sheet the effects of the following have not yet been taken into account: 6. As a result of the changeover to IFRS, the shareholders’ equity changes. The changeover also has consequence for the latent taxation. - Tangible fixed assets: Component approach. This has neither an effect on capital or (significantly) on results. - Financial fixed assets: Proportional consolidation of joint ventures. This has neither an effect on capital or results. - Group relations: In the separate financial statements, group subsidiary companies, participations and joint ventures are valued at cost price. 78 OTHER DATA 2004 international financial reporting standards (ifrs) temporary consolidated balance (after appropriation of result) 31-12-2004 Amounts in thousands of euros. 01-01-2004 Fixed assets Intangible fixed assets 147,530 Tangible fixed assets 188,181 213,677 Financial fixed assets 132,355 126,738 Total fixed assets 132,446 468,066 472,861 Current assets Inventories 15,594 22,489 Receivables 126,799 128,718 6,475 3,570 Securities 90,902 61,674 Total current assets 239,770 216,451 Current liabilities 166,697 169,311 Liquid assets Current assets net of current liabilities Long-term liabilities Provisions Share third-parties Shareholders’ equity 73,073 47,140 541,139 520,001 575 0 133,498 140,515 0 885 407,066 378,601 541,139 520,001 OTHER DATA 2004 79 international financial reporting standards (ifrs) temporary consolidated profit and loss account Amounts in thousands of euros. Net turnover Raw and auxiliary materials Wages, salaries and social security charges Depreciation of tangible and intangible fixed assets 2004 686,853 74,294 249,794 37,799 Other operating costs 300,278 Total operating expenditure 662,165 Operating profit Income from participating interests Interest income Income from securities Other downward value adjustments of financial fixed assets Interest charges Balance of financial revenues and charges Pre-tax result from ordinary trading 24,688 19,918 2,871 235 -1,000 -72 21,952 46,640 Tax on the result of ordinary trading 12,719 Result after tax 33,921 Share third-parties 359 Net result 34,280 Result per share € 0,65 80 OTHER DATA 2004 international financial reporting standards (ifrs) notes to the adjusted temporary consolidated balance sheet Amounts in thousands of euros. Intangible fixed assets toelichting 01-01-2004 138,838 132,446 1 Present principles No amortisation of goodwill IFRS principles Inventories 31-12-2004 8,692 - 147,530 132,446 13,784 20,598 2 Present principles 1,810 1,891 15,594 22,489 111,487 107,606 15,312 21,112 126,799 128,718 Present principles 181,434 182,496 Reclassification short-term part of provisions -14,737 -13,185 166,697 169,311 55,370 54,595 FIFO valuation in stead of LIFO IFRS principles Receivables 6 Present principles Active deferred taxation to the credit of equity adjustments IFRS principles Short-term liabilities 3 IFRS principles Provisions 3,4 Present principles Reclassification from passive to active deferred taxation 6 IAS 19 valuation of provisions IFRS principles -793 -202 78,921 86,122 133,498 140,515 444,643 428,333 8,692 - Shareholders’ equity Present principles Adjustments in: Intangible fixed assets 1 Inventories 2 1,810 1,891 Receivables (active deferred taxation) 6 15,312 21,112 Short-term liabilities Provisions IFRS principles 3 14,737 13,185 3,4 -78,128 -85,920 407,066 378,601 OTHER DATA 2004 81 international financial reporting standards (ifrs) adjustment notes to the temporary consolidated profit and loss account Amounts in thousands of euros. Raw and auxiliary materials toelichting 2 74,213 Present principles 81 FIFO inventories valuation in stead of LIFO IFRS principles Wages, salaries and social security charges 74,294 3,4 257,334 Present principles -7,540 Service costs in stead of transferred pension contribution IFRS principles Other operating costs 249,794 3,4 301,490 Present principles (under Provisions) -1,212 Allocation of reorganisation provisions taken up in service costs IFRS principles Depreciation of goodwill and publishing rights 300,278 1 8,846 Present principles -8,692 Reclassification short-term part of provisions IFRS principles Tax on result 2004 154 6 Present principles 7,510 Consequences of adjustment result before (deferred) tax liabilities 5,209 IFRS principles 12,719 82 OTHER DATA 2004 key figures as of balance sheet date 2004 2003 2002 2001 2000 1999 444,643 428,333 454,079 464,761 500,057 471,529 65.2 64.5% 62.5% 60.6% 61.6% 63.2% Current assets: short term liabilities 1.23:1 1.06:1 0.98 : 1 0.72 : 1 0.70 : 1 1.44 : 1 Shareholders’ equity: borrowed capital 1.87:1 1.81:1 1.67 : 1 1.54 : 1 1.60 : 1 1.72 : 1 686,853 683,556 704,462 822,220 811,147 721,335 64,970 22,125 62,172 -25,765 33,059 –4,913 74,992 – 29,510 141,486 48,452 102,357 64,794 3.2% -3.8% –0.7% –3.6% 6.0% 9.0% 1.1% 3.5% 3.1% 1.2% 9.9% 12.3% 157,752 4,316 153,298 4,357 150,205 4,553 151,561 5,393 156,690 5,457 153,922 4,756 5.0% p.m. –6.0% p.m. –1.1% p.m. –6.4% p.m. 9.7% 41.3% 13.7% 36.0% 8,47 1,24 0,42 p.m. 8,16 1,18 –0,49 0,11 8,65 0,63 –0,09 0,11 8,85 1,43 –0,56 0,11 9,52 2,70 0,92 0,38 8,98 1,95 1,23 0,44 16,05 18,90 18,25 13,00 19,00 17,99 13,00 24,47 15,44 14,00 22,90 17,09 20,80 37,00 21,60 16,88 24,69 22,00 Shareholders’ equity x € 1,000 Shareholders’ equity as a percentage of total assets Net turnover x € 1,000 Cash flow from operational activities x € 1,000 Net profit x € 1,000 Net profit as a percentage of net turnover Operating profit as a percentage of net turnover Average net turnover per employee (FTE) Work force at year-end (FTE) Return on shareholders’ equity Pay-out ratio Per share of € 0.25 par value (rounded off to full eurocents) Shareholders’ equity Cash flow from operational activities Net result Dividend Price: low Price: high Closing rate of exchange as per 31 December OTHER DATA 1998 1997 1996 1995 430,079 386,903 348,299 358,095 65.3% 65.7% 65.9% 70.3% 1.55 : 1 1.48 : 1 1.58 : 1 2.25 : 1 1.88 : 1 1.92 : 1 1.93 : 1 2.37 : 1 689,916 616,122 582,303 522,530 2004 83 MOVEMENTS EBITDA IN RELATION TO TURNOVER in millions of euros 811 119,618 65,877 124,093 56,573 99,129 38,391 79,295 45,973 9.5% 9.2% 6.6% 8.8% 12.8% 12.8% 11.2% 11.8% 822 141 2000 151,018 4,619 141,625 4,384 141,035 4,125 127,966 4,075 15.3% 35.4% 14.6% 35.4% 11.0% 42.2% 12.8% 35.0% 94 2001 704 684 687 80 83 74 2003 2004 2002 Turnover Ebitda INDEXED NUMBER OF EMPLOYEES IN RELATION TO TURNOVER 8,19 2,28 1,26 0,44 7,37 2,36 1,08 0,38 6,63 1,89 0,73 0,31 6,82 1,51 0,88 0,31 17,47 23,82 22,91 16,34 22,01 17,33 12,84 19,24 16,51 9,76 13,95 12,82 100 100 100 2000 Turnover 101 105 97 2001 87 91 101 98 96 84 2002 Average number of employees 86 2003 85 84 2004 Turnover per employee 84 OTHER DATA 2004 management subsidiaries january 2005 telegraaf media management b.v. basismedia b.v. Uitgeversmaatschappij datawire b.v. J.H.R. Eijkelenkamp De Limburger B.V. W. Kwak B. Brouwers F.T.M. Philippo de telegraaf tijdschriften groep b.v. distriq b.v. PayperNews Beheer B.V. W.P. Delput W. Kwak E.T. van den Brakel J.J.M. van der Veen F.T.M. Philippo Telegraaf Distri B.V. N.V. Holdingmaatschappij De Telegraaf telegraaf finance b.v. F.Th.J. Arp R. Mackloet J. Olde Kalter TTG Sverige AB F.Th.J. Arp A.J. Swartjes mrs K. Neld W.P. Delput b.v. beleggings maatschappij voorburgwal J.J.M. van der Veen F.Th.J. Arp uitgeversmaatschappij de telegraaf b.v. (umt b.v.) holland combinatie b.v. (hc b.v.) Regio Distri B.V. J. Olde Kalter F.Th.J. Arp A.J. Swartjes R.D. Keller W.P. Delput W.O. Kok J.J.M. van der Veen A.J.M. Boerma Th.J.C. Trimbach P.C.J. Tuijnman F. Volmer telegraaf drukkerij groep b.v. W.O. Kok hollandse dagbladcombinatie b.v. (hdc b.v.) P. van der Chijs uitgeversmaatschappij de trompetter b.v. T.E. Klein A.C.P. Peters H. de Wit b.v. agentenadministratiekantoor ’t gooi A.J. Swartjes telegraaf events b.v. F. Th. J. Arp De Kempen Pers B.V. R. van der Plasse HDC Media B.V. A.C.P. Peters telegraaf media international F.Th.J. Arp B.V. Drukkerij Noordholland HDC B.V. J.R.Talsma P. van der Chijs Bongers Beheer B.V. T.E. Klein A.C.P. Peters H. de Wit E.W.P.A. Bongers Telegraaf Media Ukraine LLC V.G.M. Nijpels-Bongers ESB, A.V. Husiak (a.i.) B.V. Rotatiedrukkerij Voorburgwal F.C. van der Kooij Exploitatiemaatschappij G+E Vastgoed B.V. Bongers Drukkerij B.V. HDC B.V. Bongers Beheer B.V. media groep limburg b.v. (mgl b.v.) Bongers Media Productie B.V. telegraaf media ict b.v. J.H. Boermann Bongers Media Productie - J. J. W. Janssen Uitgeversmaatschappij Grafisch Bedrijf Media Groep Limburg B.V. (Nieuwsdruk Limburg) H.J.M.M. Eijkenboom Bongers Beheer B.V. De Informatiefabriek B.V. Limburgs Dagblad B.V. F. Blok Bongers Beheer B.V.
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