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annual report 2003 N V Holdingmaatschappij De Telegraaf • annual report 2003 N.V. Holdingmaatschappij De Telegraaf Address: Basisweg 30, 1043 AP Amsterdam Postal address: P.O.Box 376, 1000 EB Amsterdam Telephone: +31 20 - 585 9111 The annual report is available in the English language via http://www.telegraafholding.nl For more information: [email protected] This annual report is a translation of the original text in Dutch, which is the official version. N.V. Holdingmaatschappij De Telegraaf is an independent Dutch media group. Information is the core of our existence. Continuity, independence and profitability make up the foundation of our policy. Our future lies in optimising existing activities, developing new concepts and utilising opportunities in and outside the Netherlands. A N N U A L R E P O R T MANAGING BOARD F.Th.J. Arp (1954) J. Olde Kalter (1944) Mr F.Th.J. Arp became director of the company on Mr J. Olde Kalter was appointed director on 1 January, 1 July 1997. From 1991 to 30 June 1997, he was one of 1995. Prior to this Mr Olde Kalter has held various positions the partners of Deloitte & Touche Accountants. Prior to within the company and in the course of his career was this, he was already active in the field of accountancy. temporarily based in the United States. Mr Olde Kalter is a Mr Arp studied business economics and accountancy at the University of Utrecht law graduate, and editor-in-chief of daily Erasmus University in Rotterdam. newspaper De Telegraaf. W.O. Kok (1961) A.J. Swartjes (1949) Mr W.O. Kok was appointed director on 1 January Mr A.J. Swartjes has been director since 1 January 1999. He has been in the employ of De Telegraaf since 1991, after having occupied several positions in the company 1986 and held several positions, including those of manager since 1978. During the period from 1974 to 1978 he was of the Amsterdam newspaper printing companies and attached to Reader’s Digest and to Colgate/Palmolive. Deputy General of the technical department. Mr Kok studied Mr Swartjes studied economics at the Erasmus University in engineering at the Technical College in Amsterdam and Rotterdam. economics at the University of Amsterdam. 2 A N N U A L R E P O R T CONTENTS Supervisory Board Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Other data Report of the Supervisory Board to Shareholders . . . . . . . . . 5 Consolidated key figures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Publications and activities of De Telegraaf company . . . . . 54 Report for the year 2003 Auditors’ report and dividend proposal . . . . . . . . . . . . . . . . . . . 57 of Stichting Administratiekantoor van aandelen Post balance sheet events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 N.V. Holdingmaatschappij De Telegraaf . . . . . . . . . . . . . . . . . . . . 8 Profit appropriation as provided for in the articles of association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 Annual Report Special rights under the articles of association . . . . . . . . . . 60 Key figures as of balance sheet date . . . . . . . . . . . . . . . . . . . . 62 Report by the Managing Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Management subsidiaries January 2004 . . . . . . . . . . . . . . . . 64 Publishing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15 – National newspapers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 – Regional newspapers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 – Door-to-door publications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 – Magazines. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Other activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 Participations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Prospects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 Code Corporate Governance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 Annual Accounts Consolidated balance sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 Consolidated profit and loss account . . . . . . . . . . . . . . . . . . . . 33 Principles for consolidation valuation and determination of the result . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 Notes to the consolidated balance sheet . . . . . . . . . . . . . . . . 38 Notes to the consolidated profit and loss account . . . . . . 42 Cash flow statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 Balance sheet of N.V. Holdingmaatschappij De Telegraaf . . 46 Profit and loss account of N.V. Holdingmaatschappij De Telegraaf . . . . . . . . . . . . . . . . . . 47 Notes to the balance sheet and profit and loss account . . 49 3 A N N U A L R E P O R T SUPERVISORY BOARD MEMBERS * A.J. van Puijenbroek, chairman L.G. van Aken Age: . . . . . . . . . . . . . . . . . . 56 years Age: . . . . . . . . . . . . . . . . . . 63 years Nationality: . . . . . . . . . . . Dutch Nationality: . . . . . . . . . . . Dutch Position: . . . . . . . . . . . . . . director of N.V. Exploitatiemaatschappij Position: . . . . . . . . . . . . . . . . . former member of the Managing Board Van Puijenbroek of N.V.Holdingmaatschappij De Telegraaf Supervisory Initial appointment: . . . 30 - 05 - 2002 Board memberships: Media Groep Limburg B.V. Current term: . . . . . . . . 2002 – 2006 Initial appointment: . . . 15 - 05 - 1975 Current term: . . . . . . . . 2003 – 2007 W. Overmars Age: . . . . . . . . . . . . . . . . . . 71 years W.H. Charles, vice-chairman Nationality:. . . . . . . . . . . . Dutch Age: . . . . . . . . . . . . . . . . . . 70 years Supervisory Nationality:. . . . . . . . . . . . Dutch Board memberships: . Bavaria N.V. Position: . . . . . . . . . . . . . . . . . former member of the Managing Board Initial appointment: . . . 05 - 06 - 1996 of N.V.Holdingmaatschappij De Telegraaf Current term: . . . . . . . . 2000 – 2004 Supervisory Board memberships: . Media Groep Limburg B.V. W. van Voorden Initial appointment: . . . 15 - 06 - 1994 Age: . . . . . . . . . . . . . . . . . . 61 years Current term: . . . . . . . . 2002 – 2005 Nationality:. . . . . . . . . . . . Dutch Position: . . . . . . . . . . . . . . chairman of CTZ (College Toezicht H.L. Weenen, secretary Zorgverzekeringen) Age: . . . . . . . . . . . . . . . . . . 59 years Emeritus professor at Nationality:. . . . . . . . . . . . Dutch Erasmus University Rotterdam Initial appointment: . . . 26 - 06 - 1980 Emeritus professor at Current term: . . . . . . . . 2000 – 2004 University of Tilburg Supervisory M. Tiemstra Board memberships: . Batenburg Beheer N.V., Age: . . . . . . . . . . . . . . . . . . 49 years E.I.M. Groep B.V. (Economic Institute Nationality:. . . . . . . . . . . . Dutch for Small and Medium-sized Position: . . . . . . . . . . . . . . member of the Managing Board Enterprises) of Achmea/Eureko Initial appointment: . . . 04 - 06 - 1997 Supervisory Current term: . . . . . . . . 2001 – 2005 Board memberships: . Vendopolis Initial appointment: . . . 05 - 06 - 2003 *31 December 2003 Current term: . . . . . . . . 2003 – 2007 4 A N N U A L R E P O R T Report of the Supervisory Board At a meeting in which the Managing Board did not par- to Shareholders ticipate, we reviewed our own performance, the relationship with the Managing Board and the composition and perfor- We hereby present the Managing Board’s report, the mance of the Managing Board. balance sheet as of 31 December 2003 and the 2003 profit During the year under review, one member of the and loss account with explanations as provided by the Board. Supervisory Board attended a meeting of the Central Works The financial statements have been audited and ap- Council. proved by Deloitte Accountants in Amsterdam, as is apparent from the auditor’s certification, which is included in this report. We would like to express our appreciation to the The financial statements were discussed with the auditor Managing Board and the staff for the way in which they during the annual meeting and subsequently adopted by the performed their duties in 2003. Board. In accordance with the proposal by and the approval We recommend that: of the shareholders’ general meeting on 24 April 2003, Mr The annual accounts for 2003 be approved in accordance A.J. van Puijenbroek was reappointed, and Mrs M.Tiemstra with the documents presented. was appointed to the Supervisory Board of N.V. Holding- The Managing Board be discharged from responsibility maatschappij De Telegraaf, which fills the vacancy of Mrs for the policy implemented during the year and the Super- J.A. Brewer-de Koster. visory Board be discharged from responsibility for the Stichting Beheer van prioriteitsaandelen N.V. Holding- supervision it conducted. maatschappij De Telegraaf has decided to reduce the number The dividend for the financial year 2003 per share of of members on the Supervisory Board to five. Due to their 1 0.25 par value be fixed at 1 0.11 in cash (2002: 1 0.11 reaching the statutory age limit, Messrs W. Overmars and in cash per share of 1 0.25 par value). W.H. Charles will resign in 2004 and 2005 respectively. The The dividend be made payable on 20 April 2004 at vacancies which will thus occur, will not be filled. We intend ABN-Amro Bank N.V. in Amsterdam. to reappoint Mr H.L. Weenen to the Supervisory Board. The Central Works Council of N.V. Holdingmaatschappij Supervisory Board De Telegraaf has issued a positive advice with regard to this A.J. van Puijenbroek proposed reappointment. Chairman Amsterdam, 11 March 2004. The Supervisory Board has met the Managing Board eight times during the past financial year and has reviewed organization and strategy, the company’s risk exposure and financial matters, among other issues. During the financial year, particular attention was paid to our participation in the Brouwer Groep. For our point of view regarding the Dutch corporate governance code we refer to page 29 of this annual report. 5 EXCELLENT! DE TELEGRAAF ON SUNDAY. T o reach the reader, new roads must and can be taken. This can be done by being alert to changes in consumer behaviour and observing target groups and their perception of the environment more closely. It can also be done by offering a solution for what is probably the greatest dilemma: the limited time which readers have available. The Sunday newspaper meets that dilemma. Dagblad De Telegraaf wants to distinguish itself in the market, but not by supplying the readers with extra editorial content, and therefore information, during the week. That would upset the present balance in the time that is needed to read the newspaper during the week. The consumer is a different person on Sunday, with a different daily perception and the willingness to take time to read the newspaper. This does not only mean topical news and sport, but also new editorial elements in the domain of lifestyle, living and showbiz. On Sunday, the advertiser finds readers who take notice of commercial information in all leisure. On Sunday, the consumer makes the important purchase decisions because of the state of mind he is in on this day. And on Sunday, De Telegraaf breaks the commercial monopoly of the audiovisual media. A N N U A L R E P O R T CONSOLIDATED KEY FIGURES N.V. HOLDINGMAATSCHAPPIJ DE TELEGRAAF (In thousands of euros, unless otherwise stated) 2003 Net turnover 2002 683,556 704,462 39,276 35,985 23,876 21,752 Operating profit before depreciation of goodwill and other value adjustments of goodwill Operating profit after depreciation of goodwill and other value adjustments of goodwill Financial revenue and charges – 49,429 6,471 Pre-tax result from ordinary trading – 25,553 28,223 1,321 12,491 Company tax on result from ordinary trading Extraordinary result after tax Result after tax – Share third-parties —,— – 21,235 26,874 – 5,503 1,109 Net result 590 – 25,765 – 4,913 – 25,765 – 4,913 Result appropriation: To the debt of other reserves Dividend pay-out (charged to reserves) Pay-out ratio Cash flow from operational activities 5,775 5,775 p.m. p.m. 62,172 33,059 Per share: Result – 1 0.49 – 1 0.09 Cash flow from operational activities 1 1.18 1 0.63 Dividend 1 0.11 1 0.11 Number of employees at year-end (FTE) 4,357 4,553 7 A N N U A L R E P O R T Report for the year 2003 of the shares, and the reappointment of Mr A.J. van Puijenbroek Stichting Administratiekantoor van and the appointment of Mrs M. Tiemstra to the Supervisory aandelen N.V. Holdingmaatschappij Board of N.V. Holdingmaatschappij De Telegraaf. The reap- De Telegraaf pointment of Deloitte Accountants as auditors of the Telegraaf group was also supported by our foundation. In the year 2003, the total number of convertible During the Management Board meeting of 2 Septem- depositary receipts in N.V. Holdingmaatschappij De Telegraaf, ber 2003, the semi-annual figures of the Telegraaf group issued by our foundation, increased by 3,790,228 and were discussed. The Board has taken notice of the draft of amounted to 32,125,930 (of 1 0.25 par value) as of the Code Corporate Governance of the Tabaksblat-commit- 31 December 2003, representing a nominal amount of tee, as well as the reaction of the Managing Board of N.V. 1 8,031,482.50. These receipts are matched by an equal Holdingmaatschappij De Telegraaf with regard to this draft. number of shares held in trust. During the Management Board meeting of 1 April Stichting Administratiekantoor van aandelen 2003, Mr W.M. Lammerts van Bueren (Board Member A) N.V. Holdingmaatschappij De Telegraaf was appointed chairman and Mr W.P. Moleveld was appointed W.M. Lammerts van Bueren, Chairman Board Member A. The Board also said farewell to Mr A. J.A. Brewer-de Koster, Secretary Harms, due to his reaching the statutory age limit. The J.S. Dienske accounts of our foundation for the financial year 2003 were W.P. Moleveld discussed and approved. The foundation’s report in the annual E.H. van Puijenbroek report of N.V. Holdingmaatschappij De Telegraaf was approved by our Board members. Amsterdam, March 2004. The financial statements of N.V. Holdingmaatschappij Statement of independence De Telegraaf and the dividend proposal for 2002 were discussed in detail with the Managing Board. The Management The Managing Board of N.V. Holdingmaatschappij Board has decided to meet in the spring and the autumn, De Telegraaf and the Board of Stichting Administratiekantoor after the publication of the annual figures and the semi- van aandelen N.V. Holdingmaatschappij De Telegraaf hereby annual figures. declare that, in their joint opinion, the requirements regarding The annual meeting of shareholders of N.V. Holding- the independence of the Board of Stichting Administratie- maatschappij De Telegraaf was held in Amsterdam on 24 kantoor van aandelen N.V. Holdingmaatschappij De Telegraaf, April 2003. Our foundation, represented by its chairman, set out in Annex X to the Listing and Issuing Rules of voted in favour of the Supervisory Board’s recommendations Amsterdam Exchanges N.V., have been fully met. to adopt the financial statements for the year 2002, and with regard to the processing of the loss, with regard to the Managing Board of N.V. Holdingmaatschappij fixing of the dividend on account of the distributable part of De Telegraaf shareholders’ equity, and with regard to discharging mem- Board of Stichting Administratiekantoor van bers of the Managing Board and the Supervisory Board aandelen N.V. Holdingmaatschappij De Telegraaf from their responsibilities. Our foundation supported the Amsterdam, March 2004 proposals authorizing the Managing Board to repurchase 8 A N N U A L R E P O R T homes, among other things. A process to which the Telegraaf REPORT BY THE MANAGING BOARD group itself also contributes, for that matter. Magazines have an increasingly shorter life cycle and the daily newspapers’ decrease in circulation appears to be structural. Introduction The crossroads at which the consumers’ time con- For the third successive year newspapers faced sumption and the money flows of advertisers meet one decreasing income from advertising. In particular, personnel another, appear to be changing definitely by the transformation and classified advertisements came under heavy pressure from an analog world to a digital one. In the past, the publisher due to the unfavourable economic climate and competition had a great influence on the time and place of media from the Internet. In addition, income from the readers’ market consumption (the so-called push-economy); now, thanks to was in decline for the national and regional daily newspapers. digital developments, it is a matter of a so-called pull-economy, in which the consumer himself determines where and how As a result of the continuous pressure on profits, in he or she purchases whichever media and also if he or she 2003 much attention was once again devoted to cutting uses this interactively or not. And, obviously, the advertiser costs. In accordance with the reorganization plans announced adapts. in 2002 and 2003, a total of about 540 (full-time) jobs were cut at the Amsterdam-based companies and the regional This forces us to seek out the ever-changing crossroads newspapers by the end of 2003. In this context, more by, on the one hand, adding digital possibilities to our products than 400 employees, of whom 50 were transferred, had left and, on the other hand, developing new concepts which we, their job at the end of 2003 by utilizing the scheme for older as media operators can deliver distinctively, that is to say employees or the departure encouragement scheme. better and/or cheaper, and in some cases linked to our existing products or brands. Further cost reductions were realized through the central purchasing of goods and services and the termina- Cost reductions remain an important issue. The new tion or the disposing of loss-making activities. In merging the structure of our organization offers an increased perception newspaper printing facilities into one company (Telegraaf of costs and also the possibility of looking at both chain Drukkerij Groep B.V.) and placing the ICT-activities in Telegraaf optimisation and our product portfolio in the longer term. Media ICT B.V. as of 1 January 2004, both a further cost We shall be able to proceed for a long time yet in lengthe- reduction is envisaged as well as a better use of the available ning the life cycle of our existing products by means of new capacity. initiatives and geographical expansion. But, starting from that which we could and can do in the analog world, it is essen- The time which consumers devote to media, and the tial to translate this into skills in the digital world and to related application of advertisers’ budgets, is increasingly being profitably exploit that new added value to media. influenced by the arrival of new channels of information. The decrease in personnel advertisements and classified ads in Looking at 2004 from this perspective, more budget the printed media is doubtlessly strongly influenced by the has been made available for investments in new products and possibilities of the Internet, in the field of personnel, cars and services which are closely related to our present activities. 9 A N N U A L R E P O R T Further cost reductions will also be carried out in 2004. a result of SBS Broadcasting that was up by 1 13.2 million. Expectations are that a total of at least 120 existing jobs will The results from participations pertaining to SBS includes be cut in the group in the coming years. 1 13 million in realized diluted profit as a result of the merger with Veronica. The cash flow from operational activities increased FINANCIAL DEVELOPMENTS from 1 33.1 million over 2002 to 1 62.2 million in 2003. TURNOVER (7 683.6 MILLION) Results In 2003, a net loss of 1 25.8 million was sustained, 50.4% compared with a net loss of 1 4.9 million over 2002. The Advertisements Subscriptions + single-copy sales result over 2003 includes a net downward value adjustment 42.2% of 1 48.9 million of the Brouwer Groep, as is further explained Third-party printing 2.2% Other turnover 5.2% on page 27 of this report. GOODS, SERVICES AND VALUE ADDED OPERATING RESULT after depreciation of goodwill in millions of euros Goods and services 56.2 61.4 65.1 78.6 88.5 88.6 80.4 9.5 21.8 23.9 51.3% Value added Depreciation + miscellaneous 14.8% Personnel costs Company tax 37.5% 0.2% 0 –3.8% 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 Net profit Turnover Turnover decreased by 3% from 1 704 million in 2002 tot 1 683 million in 2003. Operating results before depreciation of goodwill increased from 1 36 to more than 1 39 million, in spite of The main factors for this were a decrease in adverti- the advertising turnover which decreased by 1 25 million. sing income of 1 25.3 million and an increase in circulation Influenced by the increase in the cost of wages on the one income of 1 8.8 million. At Dagblad De Telegraaf advertising hand and the implemented reorganizations in 2002 and 2003 volume decreased by 7.5% compared to 2002, particularly on the other hand, personnel costs decreased on balance by in the personnel sector and in classified advertisements. about 1 8 million. Owing to a lower consumption of paper and The regional daily newspapers recorded a decrease in volume decreased prices of paper, the cost of raw materials was of 9%. The door-to-door papers and the magazines also lost down by about 1 11 million. Further cost reductions resulted advertising volume. in operating costs that were lower by about 1 3 million. In total, group turnover in 2003 consisted of 1 344 million in advertising income (50.4%) and 1 289 million Income from participations increased on balance by (42.2%) in circulation income. Turnover of third party print more than 1 3 million. A loss from the participation in the orders amounted to 1 15 million (2.2%).The remaining pro- Brouwer Groep which was 1 9 million higher, was offset by ceeds were 1 35 million (5.2%). In 2002, this was 1 370 10 A N N U A L R E P O R T million, 1 280 million, 1 18 million and 1 37 million, or 52%, Added value 40%, 3% and 5% respectively. The turnover can be specified The group’s total added value and the average added as follows: value per employee have developed as follows in the past five years: x 2 1 million 2003 National newspapers 330.6 Regional newspapers 2002 (48%) 340.7 (49%) Added value (x 1 1 million) Per employee (x 1 1,000) 201.9 (30%) 209.6 (30%) 1999 388 83 Door-to-door papers 73.4 (11%) 76.2 (11%) 2000 420 81 Magazines 54.4 (8%) 52.6 (7%) 2001 372 69 Distribution activities 23.3 (3%) 22.3 (3%) 2002 339 73 0 (0%) 3.1 (0%) 2003 333 75 683.6 (100%) 704.5 (100%) Other activities Shareholders’ equity Turnover of the national daily newspapers (De Telegraaf and Sp!ts) decreased by 3% and the turnover of the regional Because of the loss sustained over 2003, shareholders’ daily newspapers by 3.7%.The turnover of the door-to-door equity decreased from 1 454.1 million at the end of 2002 papers decreased by 3.7%, that of the magazines increased to 1 428.3 million at the end of 2003. The dividend to be by 3.4%. paid out over 2003 has not yet been taken into account in the shareholders’ equity. Per share this signifies a decrease Of the group turnover in 2003 2.4% was realized in from 1 8.65 tot 1 8.16. the other EU-countries, compared with 2.3% in 2002. Turnover achieved in other European countries was 1 0.1 million The number of shares remained unchanged and in 2003 and therefore the same as 2002. Turnover per amounted to 52,499,200 ordinary shares and 960 priority employee (FTE) increased by 2.1% from 1 150,205 in 2002 shares with a par value of 1 0.25. Of the ordinary shares, to 1 153,298 in 2003. 32,125,930 were converted into depositary receipts as of In the past five years the turnover, the average number 31 December 2003, or 61%. This was 54% at the end of of man/woman-years and the turnover per employee have 2002. developed as follows: ADVERTISING TURNOVER Group turnover (x 1 1 million) Average FTEs Average turnover per employee (x 1 1.000) 1999 721.3 4,686 154 2000 811.1 5,177 157 2001 822.2 5,425 152 2002 704.5 4,690 150 2003 683.6 4,459 153 in millions of euros 375 436 405 370 344 20 –– –– 18 72 –– –– 73 284 –– –– 253 1999 Newspapers 11 2000 2001 2002 Door-to-door papers 2003 Magazines N ewspapers seek new channels to strengthen their own position in sub-segments. An example of this is the market for classified advertisements. In line with the classified ads in newspapers, a new form of classified advertising has originated: advertisement magazines. These are classified advertisements bundled in magazines for specific audiences, to which little or no editorial content is added. Uitgeversmaatschappij De Telegraaf is also active in this market segment, which is positioned between the Speurders-market and the market for ordinary advertisements. De Telegraaf aims at markets in which the newspaper has always held a strong position: used cars and used boats, campers and caravans. AutoTelegraaf Magazine has been developed internally. Boten en Campers & Caravans and the corresponding websites botentekoop.nl and camperscaravans.nl are being exploited via the participation in the successful publishing house of BoHil Media. It is the intention that this publisher will, in due course, be completely taken over by De Telegraaf. A N N U A L R E P O R T Dividend will be better able to control sickness absence (through Dividend policy arbitration for waiting periods, among other things) and to take preventive measures. The dividend policy is aimed at a payment in cash of approximately 35% of the profit available for distribution. In determining the dividend, the effects of the tax on return on For the regional daily newspaper publishers Hollandse investment which was introduced on 1 January 2003, will Dagbladcombinatie and Media Groep Limburg in particular, be taken into account, if possible. A temporary overrun of the 2003 has been a year of (further) implementation of reor- aforementioned pay-out percentage is acceptable in case of ganization plans and slimming-down. This has great conse- incidentally lower profits. quences for a large number of employees. It is a matter of redundancies and job-changes. Current or announced future redundancies signify the start of a period of great uncer- Dividend proposal tainty in finding new employment. In 2003, the company sustained a net loss, caused by incidental costs. The articles of association provide for a Employment distribution charged to the free reserve. Based on the fact that, exclusive of the incidental costs, there is a positive In 2003, counted in full-time equivalents (FTEs), on result from ordinary business operations after taxation, we average 4,459 employees were working for the group, com- propose to set the dividend for 2003 at 1 0.11 per share. pared with 4,690 in 2002. This signifies a decrease by 231 This distribution will be charged to the free reserve. FTEs. This reduction in jobs is the result of the implemented reorganization measures. This is offset by increases in personnel in connection with new projects. OTHER COMPANY MATTERS At the regional daily newspapers of the Hollandse Dagbladcombinatie and Media Groep Limburg (further) restruc- Human Resource Management turing operations have begun. The integration of company The year of 2003 has been marked by the develop- parts and cost reductions resulted in a reduction in staffing. ment of human resource instruments at different levels. All The subsequent reduction in costs already became visible in jobs have been mapped out and then related to wage 2003, but will be fully emphasized in the coming years. scales. In addition, assessment systems and performance The Telegraaf MobiliteitsCentrum (TMC) has again interviews were set in motion. Completion and refinement made great efforts to guide redundant employees to different will occur in 2004. jobs in 2003, both inside and outside the group. According In 2003, the achievement of one collective health in- to expectations, the number of employees in 2004 will show surance for the entire group was also worked on. This meant a slight increase, because of new projects. placing four collective health insurances and a large number of individually insured persons with one single health insurance Terms of employment company. Six collective labour agreements apply to the group. Of With the exception of one still current contract, this the employees, about three-quarters are covered by the operation has been successfully completed. Not only has Grafimedia collective labour agreement and 15% by the this resulted in a cost reduction for the employees and the collective labour agreement for newspaper journalists. The company in most cases, it also means that the organization remaining collective labour agreements are those for the door- 13 A N N U A L R E P O R T to-door paper journalists, road transport and haulage, the Risk inventory and evaluation (RI&E) is intended to book and magazine branch and the journalists of popular make an inventory of all risks which can lead to absence. In magazines. The current Grafimedia collective labour agree- this context, RI&E’s are being carried out on different loca- ment still applies until 1 February 2005. The past year saw tions within the group and a policy plan is being made. an increase in collective labour agreement wages by 1% as The Wet Verbetering Poortwachter (Eligibility for of June and 1% as of November. In the meantime it has been Permanent Invalidity Benefit Restrictions Act), which was decided not to increase the collective labour agreement introduced in 2002, has been shown to offer useful instru- wages in 2004. By agreement, a study-committee has been mentation through the type of attention to counselling in case established which is working on transferring the present of long-term absence. Through adequate implementation, early retirement scheme (VUT) to a pre-pension scheme. employees reintegrate more quickly and invalidity situations are prevented. The collective labour agreement for newspaper jour- The number of cases of RSI has clearly decreased in nalists has a duration of 12 months and applied until 31 the past two years. The reasons for this are, among other December 2003. In the past year, a 2% increase of the things, a timely intervention by the company doctor and the collective labour agreement wages was implemented, from offer of workplace assessments, which lead to improvements March. It was further agreed to assemble a so-called job to the physical workplace and a change in employees’ habits. reference file and to effect a classification in sections, based Since January 2002, all workplaces are smoke-free. Smoking on this file. The ultimate objective is to realize a better and is only permitted in specially appointed locations. This has clearer job-classification and remuneration system. not led to many problems. The parties to the collective labour agreement have Environment prepared and agreed on pre-pension regulations, in consultation with the Grafische Bedrijfsfondsen. The scheme has In the course of 2003, measures were taken to further started on 1 January 2004. In addition, study-committees shape environmental policy across the group. The policy is have been established for a policy for senior employees, mainly aimed at diminishing negative impacts on the en- modernizing the collective labour agreement and an age- vironment. In doing so, the group supplies the necessary conscious personnel policy. means, education, information and consultative structure. On the one hand, the care is aimed at complying with the regulations as they are set out in permits and legislation, and The collective labour agreement for door-to-door paper on the other hand, at accepting one’s own responsibility in journalists saw a 2% increase as of 1 July 2003. this area. For this policy, the main points of attention are: improvement of the environmental consciousness of em- Health and safety at work (working conditions) ployees, reduction in the use of raw materials and decreasing Good working conditions lead to greater satisfaction the amount of waste. on the part of employees and, in that way, to a higher productivity. Within the Telegraaf group there is a continuous effort Central Works Council to improve these conditions. In 2003 the Labour Inspectorate carried out an inspection in Amsterdam, which showed that A Central Works Council was installed in 2003. A the inspected company parts, the Amsterdam-based compa- number of changes in the organization necessitated a consul- nies of the Telegraaf group, complied with all legal obligations. tative structure that was better attuned to the present form 14 A N N U A L R E P O R T of management. It can be concluded that 2003 was a difficult, PUBLISHING ACTIVITIES but mainly fruitful year of introduction for both parties, in which the pleasant consultative climate was the determining factor. Important issues involving the central works council in DAILY NEWSPAPERS IN GENERAL 2003 relate to: entering into a new collective health insurance, terminating the premium save-as-you-earn scheme, introducing a performance and assessment system, dismant- The distributed circulation of the Dutch daily news- ling and establishing new subsidiary companies, setting up papers decreased by 2.5% to 4,204,352 copies in the period some joint ventures and the refinancing of the Brouwer of 1 October 2002 up to and including 30 September 2003 Groep. (the source for all circulation figures is the HOI, Institute for Media Auditing). In this figure, free daily newspapers such as MOVEMENTS IN CAPITAL EXPENDITURE IN RELATION TO THE CASHFLOW Sp!ts have not been taken into consideration. The unfavourable in millions of euros economic situation caused a decrease in advertising capacity utilisation for the third successive year. 141 98 71 61 38 25 102 NATIONAL NEWSPAPERS 75 65 41 Uitgeversmaatschappij 62 44 49 48 De Telegraaf B.V. 33 41 The strategy of Uitgeversmaatschappij De Telegraaf is 38 aimed at strengthening the leading position of the daily news1999 2000 2001 2002 –5 2003 paper De Telegraaf in the Dutch daily newspaper market. With –30 –26 a daily circulation of about 776,000 copies and a readerCash flow Depreciation Net profit Capital expenditure ship range of about 2.5 million persons a day (source: NOM Print Monitor 2002 IV - 2003 III), the daily newspaper has INVESTMENTS a share of about 40% in the market of (paid) national daily newspapers. The Dutch daily newspaper market is mainly a The total amount of investments in 2003 is 1 24.8 crowding out market. Room for improvement can be found million. This partly involves investments in the area of auto- in optimising processes and in innovation. Examples of opti- mation in projects for the editorial department, advertising misation are the processing of advertising orders via the department and the centre for customer contacts. In all, these Internet, improvements in planning of print capacity and investments amounted to 1 8 million. A total of 1 2 million bridging great distances by printing at locations outside the was invested in the printing facilities, among other things for Netherlands. Innovation is possible by offering advertisers the purchase of a blanket wash system and additional invest- access to target groups and their perception of the envi- ments in the printing unit in Limburg. A sum of 1 5.2 million ronment via various media, and by giving readers more time was invested in means of transportation, particularly trucks. to read the newspaper, for example by publishing a Sunday paper. 15 A N N U A L R E P O R T General nomic situation. In addition, there was a smaller growth The decline of the economy in 2003 made itself felt compared with 2002 because of the lack of major interna- at daily newspaper De Telegraaf. The decrease in income tional sporting events. from advertising could only be partly compensated for by a rise in the income from the readers’ market and further Single-copy sales in the Netherlands decreased from cost reductions. 131,488 copies in 2002 to 125,328 copies in 2003, a decrease of 4.7%. Single-copy sales abroad, however, in- Circulation creased by 1.7% to 28,656 copies. This occurred in spite of The distributed circulation of daily newspaper De Tele- a decrease in the number of Dutch holidaymakers abroad graaf fell by 2.4% in the period of 1 October 2002 up to and because of the economic situation. including 30 September 2003, The increase in sales abroad from 795,364 copies to 776,004, was mainly due to printing a part a decrease of 19,360 copies. Des- of the foreign circulation on loca- pite this, the circulation market tion, on the Canary Islands and in share of De Telegraaf in the national Valencia. This results in an earlier daily newspaper market grew by distribution of the newspaper and 0.3% in 2003. As from 1 October 2003 a price increase in that way in a strengthening of the competitive position in of 5% was implemented in the readers’ market. newsstand sales. The number of subscriptions in the Netherlands The positive effect of the Saturday subscription, which decreased by 2.5% from 626,319 in 2002 to 610,624 in was introduced in 2003, is not yet apparent in the annual 2003. The decrease in circulation is mainly caused by inten- figures for 2003. The number of Saturday subscriptions at sified competition from regional daily papers which transfer the end of 2003 was 24,806. their time of publication from the afternoon to the morning. In order to once again increase circulation, initiatives In the course of 2003 there was also a growing number of have been developed in the areas of regionalization and the subscription cancellations by readers in relation to the eco- moment of distribution; in addition, new types of subscription have been introduced. MOVEMENT IN PAID CIRCULATION DE TELEGRAAF As from 2 April 2003 the regional section Twente Vandaag is being published in Twente six times a week with through 1997 inclusive De Courant Nieuws van de Dag daily newspaper De Telegraaf. The objective is to further 900,000 800,000 extend the circulation of daily newspaper De Telegraaf in this 700,000 region. Both the circulation figures and the advertising capa- 600,000 500,000 city utilisation are developing according to plan here. 400,000 In order to strengthen the position in both the circu- 300,000 lation and advertising market, the Sunday paper of daily 200,000 100,000 newspaper De Telegraaf will be launched as from 21 March 0 1983 1985 1987 1989 1991 1993 1995 1997 1999 2001 2003 Subscriptions + single-copy sales 2004. Subscribers will receive this paper at home as part Subscriptions of their regular subscription. The Sunday paper is also on 16 A N N U A L R E P O R T sale via sales points which are open on a Sunday. A single more flexible, which has considerably improved the possibility copy costs 1 1.75. Simultaneously with the launch of the to place full colour advertisements for smaller advertisers Sunday paper, a weekend subscription (Saturday and Sunday) as well. These changes should contribute to a further im- will be introduced. This type of subscription replaces the provement of the competitive position of De Telegraaf. Saturday subscription. During 2003, the Half Geld (half the money) subscrip- To enforce the position of daily newspaper De Telegraaf tion was also introduced. With this financial gesture daily and AutoTelegraaf.nl on the Internet, AutoTelegraaf Magazine newspaper De Telegraaf expects to interest young adults in was introduced on 17 April 2003. This advertising magazine the paper. Although it is still a small-scale activity, distribution is distributed fortnightly via newsstand sales. Both circulation of the newspaper via digital kiosks abroad will be continued and the number of advertisements are developing in a direc- with regard to expected positive developments in the future. tion which confirms the justification of this magazine. In Turnover of the digital version of daily newspaper De Telegraaf addition, daily newspaper De Telegraaf has taken a 20% via Internet, which was introduced in 2002, remained stable, interest in BoHil Media during 2003. BoHil Media is the partly because of a subdued promotion policy in 2003. publisher of the magazines Boten en Campers & Caravans and Advertising the corresponding websites botentekoop.nl and camperscaravans.nl. These activities are aimed at the Advertising volume decreased by an average of 7.5% commercial and private purchase and sales market of new in 2003. The segment of national and local brands and and used boats, campers and caravans. The development of services rose by more than 11%. The volume of personnel BoHil Media in 2003 is in accordance with expectations at advertisements decreased by 41% and classified ads and the time the share was taken. personal announcements decreased by 20% and 4% respectively. In the final quarter of 2003, a price war broke out Telegraaf.nl in the supermarket branch. The announcement of new prices In spite of cost reductions in the Internet activities, the was, for the major part, made by advertising in newspapers, content provided maintained its standard and the number of which once again emphasizes the effectiveness of this type pages that were called up increased strongly. The number of media. of pageviews between December 2002 and December 2003 increased by 600,000 to an average of 2.4 million a day – In order to better anticipate the wishes of advertisers, an increase of 33%. the advertising tariff structure of daily newspaper De Telegraaf For a further extension of the market position, a start has been radically changed as from January 2004. The was made with the renovation of the content for the mobile price system is no longer linked to volume but to turnover. Internet in the course of 2003. The intention is to have further In addition, the pricing system for full colour has become efforts move in synchronization with the growth of the market. 17 A N N U A L R E P O R T Organization reaches an average of 1,514,000 persons a day and is As from 1 January 2004, a number of organizational thus the second newspaper of the Netherlands, both in changes have been implemented. Rotatiedrukkerij Voorburg- circulation and in range, with a comfortable lead on number wal and the ICT department have been disentangled from three. As the second newspaper of the Netherlands, Sp!ts is Uitgeversmaatschappij De Telegraaf and placed elsewhere excellently positioned. The readership which is being reached, within the group. Rotatiedrukkerij Voorburgwal was placed in represents an attractive target group for many advertisers. the new graphics subsidiary Telegraaf Drukkerij Groep. The In particular for the larger Dutch advertisers who have ICT department has been transformed into Telegraaf Media found their way to Sp!ts. ICT as from January 2004; a business unit at the service of the entire group. REGIONAL DAILY NEWSPAPERS BasisMedia B.V. BasisMedia is the publisher of Sp!ts, a newspaper The activities in the area of regional daily newspapers which has developed into the second daily newspaper of the are located at the Hollandse Dagbladcombinatie B.V. (HDC) Netherlands within three years. Sp!ts and Media Groep Limburg B.V. Together, reaches more than 1.5 million readers a they publish six regional daily newspaper day. The newspaper is free and is perso- titles with a daily distributed circulation of nally handed to travellers during the public more than 500,000 paid copies. The policy transport’s morning rush hour. Partly be- is aimed at optimisation through a sharp cause of this, Sp!ts reaches new, relatively direction on the basis of financial targets, younger target groups. Sp!ts contains general news and improvement of technical processes and usability of employ- information aimed at target groups. This offers advertisers ees and a better use of economies of scale. In addition, ways room for going in-depth with each target group. are being sought for product innovation by offering readers an independent platform for the exchange of opinions and Sp!ts strengthened its market position in the course information about the region and by offering advertisers an of 2003 under difficult market circumstances. In contrast insight in the knowledge of the regional market and reaching with the national decrease in advertising volume in daily news- that market, alone or in cooperation with third parties. papers, Sp!ts realized a growth in volume of 12%. There was HDC Media B.V. an increase of 8% in the first six months and 16% in the second half of the year. In spite of increases in costs in a As of 1 January 2004 both publishing companies of HDC number of areas, costs at Sp!ts decreased overall by 10%. (Verenigde Noordhollandse Dagbladen and HDC Uitgeverij Over the whole of 2003 a very limited loss was incurred Zuid) have been merged into one company: HDC Media. after allocation of indirect costs. Because of the growth in Drukkerij Noordholland has been placed in the newly formed turnover and decrease in costs, Sp!ts was profitable in the graphics subsidiary Telegraaf Drukkerij Groep. The continuing second half of 2003. reorganization at HDC Media has to be completed by the The circulation of Sp!ts grew from more than middle of 2005 with the concentration on one main location. 300,000 issued copies a day at the end of 2000 to almost Compared with the start of the reorganization, the number 400,000 copies a day at the end of 2003. In this way Sp!ts of employees will then have been reduced by about 20%. 18 A N N U A L R E P O R T The joint circulation of the regional daily newspapers of 2003, because of the price war between the supermarkets HDC Media decreased in 2003 by 4%. This includes removing and by specific sales activities in the local and regional ad- Dagblad van Almere from the market. Advertising volume vertising market, among other things. decreased by 10% on balance. Strongest was the decrease Because of price increases introduced earlier and a in personnel advertisements, where volume fell by 44%. In positive development of the Saturday subscriptions, the cir- classified ads volume decreased by 20%, while volume culation turnover in 2003 remained about the same as in developed in a positive sense in the remaining advertising 2002. The number of subscriptions at Dagblad De Limburger categories. Turnover from publishing activities fell by 6%. The and the Limburgs Dagblad decreased by about 3% and 4% continuing reorganization of HDC Media led to fewer indirect respectively, in line with the national trend. costs, mainly as a result of staff reductions. The integration The result of MGL improved, because of the effects of of business units and savings led to a decrease in jobs of the merging of company parts and a tightly-controlled cost 9.4%. The resulting reduction in costs, already became ap- reduction programme, among other things. parent in 2003, but will only be fully expressed in the coming The intended extensive cooperation between the edito- years. By moving the afternoon newspapers Leidsch Dagblad, rial departments of Dagblad De Limburger and the Limburgs Haarlems Dagblad and Gooi- en Eemlander to the morning Dagblad has been virtually completed. The circulation depart- per April 2004, a further cost reduction will be realized. ments of both titles have also been virtually integrated. The Furthermore, a positive effect on the circulation of these aforementioned organizational changes have been realized daily newspapers is expected. with the limits imposed by the NMa (the Netherlands Competition Authority). In April 2003 the newspaper Almere Vandaag was launched, to be distributed in Almere free and door-to-door four In line with the editorial reorganization plans from 2002 times a week. Although the advertising market decreased (Samen Sterker), a reorganization programme was introdu- further in 2003, much is expected of this publication almost ced for the other parts of MGL (Naar een Nieuwe Maat) in a year after its introduction. Meanwhile, Almere Vandaag is 2003. On balance, the personnel complement of MGL will included in the sales activities of the NRp. HDC Media has decrease by about 90 jobs before 1 July 2006 because of this. also worked on product improvement in other areas, such In addition, the variable labour costs have decreased to a mini- as the introduction of new supplements to the daily news- mum by terminating virtually all temporary labour contracts. papers, a new edition of the Leidsch Dagblad (Rijn- en Veen- In the course of 2003, MGL ended the Internet activities of I-Media and the publishing activities within the Uitgeeffonds streek) and the restyling of the Noordhollands Dagblad. Speciale Producties. The exploitation of the two titles in this Media Groep Limburg B.V. publishing fund, Chapeau! and Nummer 1, has been trans- At Media Groep Limburg (MGL) advertising volume ferred to external parties. MGL remains the owner of the decreased in 2003 by 8%. The decline has been limited by titles and thus also retains the right to profits from exploitation the recovering advertising market in the last months of of these titles. 19 R egional newspapers can strengthen their position by intensifying the bond with readers and advertisers in the region. An initiative in this way is Parkstad Limburg, the important edition area of the Limburgs Dagblad around Heerlen. This approach must enable the editors-in-chief of the Limburgs Dagblad and Dagblad De Limburger to gain readers with an innovative journalistic initiative (‘civic journalism’). To have the regional pages better attuned to the readers’ perception of the environment, the editorial department of the Parkstad edition was increased to 20 jobs and moved to the centre of Heerlen. The editorial office is located in a shopping street and has a news-shop to further advance contact with readers. In addition, events such as readers’ debates and public editorial meetings are organised. Events in the city are supported by editorial newsletters and community clinics are to be held. In the newspaper one of the regional pages will be changed twice daily for three subeditions, so that columns and sections can be filled and varied according to location. The objective is to increase the appreciation of the Limburgs Dagblad and to realize an increase in circulation by reaching new readers. A N N U A L R E P O R T Publishing special and extra publications like !N (a trendy ma- DOOR-TO-DOOR PAPERS gazine), papers for estate agents, business publications and Together with Uitgeversmaatschappij De Trompetter, recreation papers, offers a part compensation. These products the Hollandse Huis-aan-Huisbladen Combinatie consists of only aim at a specific target group and often have a different 43 door-to-door papers with a total of 104 editions in the form of distribution than the usual door-to-door distribution. regions of Noord-Holland, Flevoland, ‘t Gooi, Noord-Brabant In the future, HHC expects to publish more products and Limburg. The joint distributed circulation comes to more which do not by definition appear weekly and door-to-door. than 3.5 million copies a week. This year, a new publication was launched in the market in Noord-Holland with the title ’Deze Maand’. The door-to-door papers have an intricate network of journalists, correspondents and commercial employees at their disposal, who are very close to the local readers and In the course of 2004, HHC will further innovate and entrepreneurs and know what motivates consumers and optimize. The year has begun with a revaluation of the Sunday entrepreneurs in that market: a strategy of ‘always in the papers. For these publications, which have known a general neighbourhood’. The challenge is to utilize that position to editorial content with a low advertising price structure, a the maximum. This occurs by more local appearance will also guaranteeing optimal ties and be sought. The entire internal recognition, for instance by organization will be dealing with dividing up editions, but also by new automated systems during developing new publications in the coming year, which will en- printed form or as a multi-media application, in cooperation sure that the primary process will be further digitised and with other parts of the group. offers opportunities for further optimisation. Hollandse Huis-aan-Huisbladen Uitgeversmaatschappij Combinatie B.V. De Trompetter B.V. The result of De Trompetter came under heavy pres- De Hollandse Huis-aan-Huisbladen Combinatie (HHC), sure because of a still decreasing advertising market, heavy which comprises the publishing companies De Echo, Noorder- competition and higher operating costs. The number of pers, Van Groenigen and Reclame ´t Gooi, once again faced advertising pages fell behind compared with 2002, but the a lagging advertising turnover at the regular weekly and proceeds per page increased. In addition, much attention weekend papers in 2003. Advertising volumes decreased was devoted to the degree of advertising capacity utilisation, for personnel advertisements, cars, real estate and, to a which has duly improved. slightly lesser extent, for general and local advertisements. The result of Kempen Pers, a publisher of door-to- By retaining a good proportion between advertising and door papers in Brabant and part of De Trompetter, impro- editorial pages, direct costs were controlled. The Amsterdam ved as a result of an advertising market which recovered market in particular, faced problems. Local ties are fewer in particularly in the latter periods. Over the whole of 2003, large urban areas than in smaller communities. Because of Kempen Pers achieved a higher advertising volume. As was competitive tariffs, turnover from the larger advertisers the case at De Trompetter, the degree of advertising capa- shifts from door-to-door papers to the daily newspapers. city utilisation has also improved considerably here. 21 A N N U A L R E P O R T At the beginning of 2003, TTG has further strengthened MAGAZINES sales to advertisers abroad by setting up its own internatioThe Telegraaf Tijdschriften Groep (TTG) is active in nal sales department. In this way, direct contact has been both the Netherlands and Sweden. In the Netherlands, TTG established between TTG and the demanding markets abroad. comprises the following titles: Privé, FHM, MAN, Esquire, This has immediately led to positive results in 2003. Residence, Gardens & Country, Elegance, Hitkrant, Autovisie, In February 2003, TTG took over the Dutch licence Starstyle and CosmoGirl!. The magazines are aimed at spe- for the magazine Esquire and has thus strengthened its cific groups of readers. Optimization is achieved, among other position in the market for special interest men’s magazines. things, in the production process, by processing advertising With a restyling, Esquire has now been adapted to modern orders via the Internet and in distribution, by outsourcing to demands. a specialized company in the field of ‘shelf marketing’ at sales The new monthly magazine CosmoGirl! was launched points. Innovation is achieved by launching new titles in in September 2003. The target group for CosmoGirl! is girls existing markets, such as Starstyle and CosmoGirl!. TTG aged 14 to 18 and the magazine is published by TTG Hearst adheres to the wish for internationalisation by introducing its B.V., a special purpose-formed joint venture between TTG own titles in new markets (as did successfully happen with and Hearst Magazines International Inc. More than 90,000 Residence in Sweden), by entering into joint ventures with copies of the first publication were sold. The women’s cluster comprises Privé, Elegance, Star- third parties or through acquisitions. style, Hitkrant and CosmoGirl!. All titles achieved good results De Telegraaf Tijdschriften Groep B.V. in 2003. The result of the Telegraaf Tijdschriften Groep has Privé has had a good year, mainly through higher strongly improved in 2003, compared with 2002. This is revenues from the readers’ market. The advertising income mainly due to good results in the readers’ market and a tightly which particularly fell behind in the first six months of the implemented cost control. The result was also positively year, have thus been amply compensated for. Privé remains influenced by the sale of Voetbal Magazine in 2003. This the market leader in the gossip magazine segment. Paid has amply compensated for the disappointing results in the core circulation in the third quarter of 2003 amounted to advertising market. more than 322,434 copies, compared with 323,045 in the third quarter of 2002. TTG Nederland Elegance celebrated its 60th anniversary with a good The TTG organization was optimised further in the result. Starstyle has managed to make its election as course of 2003. Since May 2003 there is a direct contact ‘Launch of theYear’at the end of 2002 pay off in the readers’ between the editorial departments and the lithographic com- market. Paid circulation in the third quarter amounted to panies, which has led to a greater internal involvement with 62,460 copies, compared with 59,236 copies in the cor- the production and an improvement in quality of the printed responding period of 2002. matter. 22 A N N U A L R E P O R T Hitkrant is market leader as from the third quarter of TTG Sweden 2003. Circulation fluctuates around 100,000 copies sold The magazine portfolio of TTG Sweden has been weekly. Combined with a good advertising market, this has extended in 2003 with two interior decorating magazines: led to a good annual result. Sporres Bazaar and Allt om Kök och Bad. The development of the existing TTG titles Cosmopolitan and Golf Digest was The men’s cluster comprises Autovisie, Man, FHM, positive, both in the advertising market and in the readers’ Residence, Gardens & Country and Esquire. market. Residence increased its frequency from six to seven In general, magazines in the men’s cluster are affected publications a year and kept its result at the level of 2002. more by an economic downturn than magazines from the The boating magazines Båtnytt and Vi Båtägare im- women’s cluster. In addition, the men’s magazines segment proved their result, in spite of increased competition. traditionally faces more competition from other types of The advertising turn- media than the women’s over of TTG Sweden has magazines segment. clearly developed faster than In spite of increased the total advertising market competition, Autovisie has achieved a good result. At the end in the past three years. To maintain this lead, existing pro- of 2003, Autovisie was enlarged by 16 pages per publica- ducts are being adapted and new products, including line tion. FHM has achieved good results, both in the readers’ extensions, are being developed. For the first time, TTG market and in the advertising market. Results and prospects Zweden made a positive contribution to company profits. for Gardens & Country are so positive that the publication frequency will be raised from four to six publications a year. SURCOMMISSION Partly because of the aforementioned sensitivity to cyclical movements, both MAN and Residence have had a Last year, the discussion about the lack of transparen- moderate year. cy in the advertising branch received lots of media attention The Internet activities of the TTG are developing well in the trade press. The current course of events ill fits the and within a clearly defined marketing framework. Cost way in which the social standards are developing at present. control on the one hand and the supply of topical information After this subject was brought to attention by daily newspaper on the other hand, are the keys to the success of the TTG De Telegraaf, the Cebuco (Marketing Association of Dutch websites. Newspapers) took the initiative to reach agreements with In the course of 2003 various new line and brand other branch organizations, which bring about transparency. extensions have been introduced. At the moment, items The object is that advertisers know exactly which cash flow offered now vary from Residence class and character books exists between themselves, entrepreneurs and the interme- to an Elegance cookery book and from well-known annual diaries which render services on their behalf. An important specials like the Autovisie Jaarboek tot a successful Hitkrant contribution to realizing a code in this field should be made school diary. TTG thus utilizes the power of its brands and by the Bond Van Adverteerders (Association of Advertisers). increases readers’ brand perception. After all, the rank and file of the Bond Van Adverteerders ultimately is the primary interested party regarding such a code. 23 A N N U A L R E P O R T leads to cost advantages and improves the measurability OTHER ACTIVITIES and manageability of the ICT organization. DataWire B.V. Telegraaf Drukkerij Groep B.V. A number of multi-media activities of the Telegraaf The newspaper printing facilities in Alkmaar, Amsterdam group has been placed at DataWire (The Digital Distribution and Heerlen have been joined into one subsidiary: Telegraaf Company). DataWire has developed a digital distribution Drukkerij Groep. The main strategic objective is optimising platform which enables the exploitation of the content of processes and technologies. Among other things, this is printed (Telegraaf) media. Among other matters, DataWire expressed by the joint purchase of raw materials and is aimed at syndication; the editing, distribution and sale of harmonization of technologies; for example, transmission existing content originating from editorial departments and systems for newspaper pages. Furthermore, an improve- various other sources. DataWire fits the strategy of N.V. ment of the utilisation of capacity through an optimal division Holdingmaatschappij De Telegraaf to develop new concepts of production over the locations is being pursued. The main which are close to existing activities. Apart from this, motive in doing so is that news ages increasingly faster and DataWireSport, a joint venture of DataWire (70%) and ANP readers therefore have to be reached as quickly and effi- (30%), is one of the largest suppliers of sports results and ciently as possible. Technology thus supports the process of other sports information. optimisation across almost the full width of the group. Via PayperNews C.V., a 67.5% participation of DataB.V. Rotatiedrukkerij Voorburgwal has completed the Wire, products are developed for the integral placement of extension of the existing presses with extra full-colour sections publications on the Internet and the paid supply of editorial in December 2003. This means that 50% of the pages can or other content. PayperNews offers the following three be printed in full colour and the other 50% with single colours. products: This technically complicated extension has been worked on since August 2000. With this increased capacity, daily news- DIGI-dition enables publishers to publish the entire news- paper De Telegraaf, among others, can benefit optimally paper on the Internet, including photographs and from a possible recovery of the economy. advertisements. DIGI-magazine is a product to publish magazines and Telegraaf Media ICT B.V. leaflets on the Internet. A large part of the internal activities in the field of DIGI-clips makes it possible to supply newspaper articles. information and communication technology has been placed in the subsidiary Telegraaf Media ICT (TMI) as of the beginning The latter product is aimed at the market of cuttings of 2004. Just like production and distribution, ICT is an services and should start to realize turnover in the field of essential link in the company processes. Optimisation of syndication. For both DIGI-dition and DIGI-magazine a number processes and production lead to a growing demand for ICT of contracts have now been signed with parties in the products and services. Further automation is necessary to Netherlands and abroad. lower the costs of the production process and at the same time enable new operating initiatives. Combining ICT activities 24 A N N U A L R E P O R T DistriQ B.V. (10%). The activities of MGW contributed positively to the group results in 2003. All knowledge and experience of the Telegraaf group in the field of distribution has been combined in DistriQ. Media Groep West has participations (50%) in exploi- Through an intricate network of about 30,000 transporters, tation companies for teletext (among others, SBS6, Net5 agents and delivery people, readers are being supplied with and Veronica/Fox kids) and in Mobillion (35%). Mobillion news via DistriQ. The strategic objective of DistriQ is to work develops, exploits and facilitates added value services for at the improvement of quality, efficiency and the realization of the owners of mobile telephones. synergy effects via the combining of knowledge and experience. The growth of teletext-exploitation is expected to come DistriQ makes it possible to not just look at distribution from multi-media projects in cooperation with third parties. as a cost centre, but also as an additional source of profit A combination of teletext, Internet and printed media is by offering the intricate network to third parties, such as the basis for the development of new products. The newly other newspaper and magazine publishers and customers launched SBS Travel.nl is an example of this. from other branches. DistriQ is a distribution organization The services of Mobillion are placed into the market, for printed media which operates nationally and distributes sometimes under its own label, where the complete route the daily newspapers of the Telegraaf group and Het Finan- from service concept to marketing towards end users is cieele Dagblad, among other publications. In addition, vari- looked after. End users can be reached via interactive voice ous door-to-door papers, magazines and advertising leaflets response, SMS teletext, WAP, Internet, i-mode, EMS, MMS are distributed. or a combination of these types of media. Another substantial growth of these services is foreseen for 2004. In the course of 2003, DistriQ has succeeded in maintaining or improving the quality of distribution in almost all Telegraaf Telemol B.V. product-market combinations. Further optimisation of pro- N.V. Holdingmaatschappij De Telegraaf and television cesses and organization occurred by the implementation and producer Endemol have started a cooperation (Telemol v.o.f.) harmonization of ICT systems and a rigid personnel policy. In 2002, three daily newspaper groups conducted an with the object of developing and exploiting multi-media experiment in joint delivery in a part of the province of Utrecht. projects. Exploitation will occur via combinations of printed After an evaluation of this experiment and, also influenced by media, popular trade fairs, television, computers and tele- the conditions imposed by the NMa, DistriQ has decided not phone, which will vary per project. The joint venture is aimed to participate in the national implementation of this project. at the Dutch market and is presently in the preparatory phase. In 2003, the project Sterrenbeurs was launched. Telegraaf Expomedia Events PARTICIPATIONS Telegraaf Expomedia Events (50%), the cooperation with the Expomedia Group, develops and exploits fairs and events by linking specific interests of target groups to the interests of exhibitors and sponsors. Media Groep West B.V. The cooperation with the Expomedia Group was actually Media Groep West (MGW) has two shareholders: N.V. started in 2003. Under the banner of Telegraaf Expomedia Holdingmaatschappij De Telegraaf (90%) and UPC Nederland Events, the first three consumer exhibitions were organized: 25 D agblad De Telegraaf looks for ways to strengthen its own position in all sorts of areas, such as supplying the contents of the newspaper in different ways. Removing thresholds in the physical shape of the paper and topicality play a large part in this. In seeking new ways of distribution, the motto is: availability everywhere, in every form and at any time. The present services which supply information and entertainment to mobile telephones form the second generation in the development that separates the internet from the fixed computer. At present, one mostly sees so-called ‘shovel content’: information from existing internet activities which turns mobile internet into a derivative internet medium. This will change in the future. Mobile internet will develop into a channel which will actually make it possible to receive information under all circumstances, at any time and location. In this market, De Telegraaf also wants to play the prominent and self-evident role which it has with regard to the newspaper as a printed carrier of information and on the internet as a digital carrier of information. A N N U A L R E P O R T Landelijk Leven, Eten & Genieten and FAB, Fashion and Beauty. of the declining economy, turnover again came under heavy In addition to the organization of these and new events, the pressure. Overcapacity in the market subsequently resulted focus in 2004 will be on further extension of the cooperation in lower margins on new orders. Further reorganizations between Telegraaf Expomedia Events and the relevant titles were required, for which another sharp provision had to be within the group. made. As a result for lack of sufficient bank-financing and in connection with the continuity of the group, De Telegraaf injected 1 25 million in the form of preference capital into SBS Broadcasting B.V. Against the issue of 10% shares SBS to Veronica the Brouwer group in the first half of 2003. As a result the Omroep Organisatie, SBS Broadcasting has become the 1 30 million, which was released with the merger in 2002, owner of three Veronica companies as of September 2003: was virtually completely re-invested. When the annual accounts Veronica Uitgeverij, publisher of Veronica Magazine and were being drawn up, a decision was taken with regard to a Veronica Satellite, Veronica Litho and Veronica Digital. As a depreciation of the provided financing of 1 58.1 million, on result of this, the SBS broadcasting station V8 was trans- the basis of the financial position of the Brouwer Groep at formed into Veronica in the same month. Because of this the end of 2003. In addition, it was decided to amortize in merger, the share of De Telegraaf diluted from 30% to 27% total the book value of the goodwill of 1 3.5 million. The net and a net dilution profit of 1 13 million was realized, which has effect amounts to a total of 1 48.9 million. been incorporated under the results from participations. B.V. Algemeen Nederlands Persbureau ANP The joint market share of SBS6, Net5 and Veronica in the viewers’ market (target group aged 20-49) amounted to N.V. Holdingmaatschappij De Telegraaf is a minority an average of 25.4% in 2003, compared with a market shareholder (28.4%) of the Algemeen Nederlands Pers- share of 24.0% in 2002. The broadcasting station SBS6 bureau ANP in The Hague. ANP is the main news agency in (12.8%) in particular, fared better than the previous year. the Netherlands and serves daily newspapers, radio and This was caused to some extent by broadcasting the qualifi- television stations and ICT customers. cation matches for the European Championships for national Koninklijke Wegener N.V. soccer teams in Portugal in 2004. As of 31 December 2003, the share in Wegener The joint market share of the three SBS broadcasting consists of 10,594,763 certificates of ordinary shares of stations in the advertising market amounted to 29.3% in 1 0.30 nominal value (an interest of 23.9%) and 2,593,030 2003, against 28.6% in 2002. The total television advertising certificates of 6.84% cumulative preference shares of 1 0.30 market in the Netherlands amounted to about 1 700 million nominal value (an interest of 32.1%). in 2003. From the very first day, the three Veronica com- The interest in ordinary shares was raised in 2003 panies contributed to profits. The Telegraaf share in the net from 21.8% to 23.9% by the purchase of 1,001,285 certi- result of SBS Broadcasting came to 1 17.9 million in 2003, ficates of ordinary shares against an average rate of 1 4.15. including the dilution profit of 1 13 million. The rate per 31 December 2003 was 1 6.90. The average purchase rate was 1 5.74. This means that the market value of this package is 1 12.3 million higher than the book value. Brouwer Groep B.V. At the end of 2002 there still was a market value that was The Brouwer Groep has had a turbulent year. As a result 27 A N N U A L R E P O R T 1 10.6 million lower than the book value. This increase in PROSPECTS value has not been taken into account in the results over 2003. The share in the preferred dividend over 2003 is On balance, there was a stabilization in the advertising accounted for under the results of participations; over 2002 market at daily newspaper De Telegraaf during the first nine no dividend on ordinary shares was received. weeks of 2004. Against an increase in the sector national and local brands and services, stood another decrease in BoHil Media B.V. classified and personnel advertisements. Sp!ts realized an In January 2003, Uitgeversmaatschappij De Telegraaf increase in volume of 5%, while there was a decrease in took a 20% share in BoHil Media in order to strengthen the volume of 8% on average over this period for the magazines. position in the water sports and camping market. BoHil Media At the regional daily newspapers there still remained is the publisher of ‘Boten’ and ‘Campers & Caravans’. a decrease in volume by 6% on average. Personnel advertisements in particular also came under pressure here. The AM van Gaal Media B.V. advertising volume of the door-to-door papers decreased by In April 2003 N.V. Holdingmaatschappij De Telegraaf 8%. took a 20% share in AM van Gaal Media (AM Media). The For 2004, an increase in advertising turnover of about objective of AM Media is to expand into a middle-sized 5% is expected for the entire group. On the other hand, publishing company within a number of years, with seven or about 1 20 million in costs will be charged against results in eight popular magazines, aimed at women in particular. The connection with new initiatives, including the Sunday paper first magazine has meanwhile been launched under the title of De Telegraaf, which will appear from 21 March 2004. AM magazine. Barring unforeseen circumstances, this means that a net profit in the order of 1 20 million is expected over the whole of 2004. 28 A N N U A L R E P O R T of compliance with the code and which problems it expects CODE CORPORATE GOVERNANCE to encounter in doing so. As 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 In the spring of 2003 the Tabaksblat-committee, named of the group is considered to be of the greatest importance. afters its chairman, was established to adapt the corporate In some details, this leads to choices which differ from those governance code which was drawn up by the Peters-com- within the code, which places shareholders’ value first and mittee five years ago, to the demands of present times. The foremost. draft of a new code was presented in July 2003, and on N.V. Holdingmaatschappij De Telegraaf has a collegial 9 December 2003, the definite code, consisting of 21 prin- governing board. Where the code mentions a chairman, the ciples and 113 best practice provisions, was announced. As complete Managing Board is considered to be indicated. duly requested, the Managing Board and the Supervisory Board of N.V. Holdingmaatschappij De Telegraaf sent a res- Best practice provision II.1.1. ponse to the draft code to the committee on 3 September Period of appointment for a maximum of four years. 2003. The company’s policy is that a director is employed by Although a large number of definitions was written for the company and is appointed for an unlimited period. A perio- large cap funds in particular and not for small cap funds dical appointment results in the risk of a conflict of interest such as the Telegraaf group, and the code in many ways between the long term for the company and the short term represents an extra burden for these latter funds, N.V. Hol- because of reappointment of the director. The shareholders dingmaatschappij De Telegraaf can and wishes to comply with can annually exert their influence during their meeting when the definitions of the code in general. The Managing Board discharging the Management Board from responsibility for and the Supervisory Board share the basic assumption of the policy pursued. The Supervisory Board evaluates the the code corporate governance that the company represents Management Board’s performance annually. a long-term collaboration of all parties involved with the company. The interested parties are the groups and individuals Principle II.2. remuneration/II.2.7. who directly and indirectly influence the achievement of the Maximum compensation for the dismissal of directors. company’s objectives, or are being influenced by it, such as This principle is shared only partly. As employees, the employees, shareholders and other suppliers of capital, sup- Management Board is in the service of the company and ply companies, customers, but also the government and has the same structure of terms of employment as the social institutions. The Managing Board and the Supervisory employees of the Telegraaf group. Compensation for dismissal, Board have an integral responsibility for the evaluation of if applicable, and sometimes determined by the authorized these interests, which are generally aimed at the continuity courts, also stems from this employment relationship. The of the company. The code is effective from the financial year group has remunerations for the Management Board which which begins on or after 1 January 2004. are, for the main part, fixed. The variable part involves the group’s profit-sharing scheme, which applies to each emplo- In this chapter, N.V. Holdingmaatschappij De Telegraaf yee. The Telegraaf group does not have option schemes or will indicate in which way it expects to give its interpretation remuneration in the form of shares. 29 A N N U A L R E P O R T Best practice provision III.2.1. Best practice provision III.7.2. Independence of Supervisory Board members with Possible ownership of shares by a Supervisory Board the exception of maximally 1 person. member in the company of which he is a Supervisory If a majority of the Supervisory Board members is Board member, for investment in the long term. independent, as intended in III.2.2. (dependence criteria), a The law provides sufficient guarantees for preventing sufficient guarantee for independent supervision is provided. the improper use of knowledge or prior knowledge. Because of the social importance of our daily newspapers and thus the long term vision of the company, much impor- Best practice provision III.7.3. tance is attached to having more than one Supervisory Regulations and statement of the ownership of shares Board member who has a high degree of involvement in the of Supervisory Board members in securities other than company through experience or ownership of shares. those issued by his or her ‘own’ company. This definition is not supported: it is considered to Best practice provision III.3.5. represent too great an infringement on the privacy of Super- Maximum term of Supervisory Board members. visory 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 Best practice provision IV.2.2. functions in society which are filled for a longer period. Board members of the trust office’s board are appointed Experience and expertise are of great importance. A solidarity by the management of the trust office. with, and knowledge of the company prevails. The present composition of the board complies with Annex X of the Funds Regulations (Fondsenreglement). This Best practice provision III.5. provides a good balance between guaranteeing the interests Constitution and role of the core committees of the certificate holders on the one hand, and the company of the Supervisory Board. on the other hand. In this case, reference can be made to The code has it that in case of a Supervisory Board the earlier remark about the specific character of the of more than four members, an audit, remuneration and company and the social importance which daily newspapers appointment and selection committee should be established. represent. Two of the five board members are appointed The present Supervisory Board consists of seven members. on the recommendation of the Stichting Beheer van The Stichting Beheer van Prioriteitsaandelen van N.V. Holding- prioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf. maatschappij De Telegraaf has decided to reduce the These members are of particular importance to ensure that number of members to five, after the departure of Messrs the affinity for and solidarity with the company of so large a W. Overmars (2004) en W.H. Charles (2005). Because of shareholder as the trust office, is guaranteed. the engagement of the Supervisory Board members, the different areas of expertise and the nature and size of our Best practice provision IV 2.8. company, we see no reason to establish these committees 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, in principle. The binding voting instructions 30 A N N U A L R E P O R T 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. 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 they end, presentations will be placed on the website of the group (www.telegraafholding.nl). The year 2004 will be used to develop a further interpretation of the code with possible remarks and views from the coming shareholders’ meeting and from the board of the Stichting Administratiekantoor van Aandelen N.V. Holdingmaatschappij De Telegraaf. 31 A N N U A L A C C O U N T S CONSOLIDATED BALANCE SHEET (in thousands of euros) (after appropriation of result) 31 December 2003 31 December 2002 Intangible fixed assets 132,446 143,628 Tangible fixed assets 213,677 236,603 Financial fixed assets 126,738 143,029 Fixed assets Total fixed assets 472,861 523,260 Current assets Inventories 20,598 12,688 107,606 118,073 3,570 3,603 61,674 69,143 Total current assets 193,448 203,507 Current liabilities 182,496 207,084 Receivables Securities Liquid assets Current assets net of current liabilities 10,952 – 483,813 Long-term liabilities Provisions Share third-parties Shareholders’ equity 32 519,683 —,— 118 54,595 64,788 885 698 428,333 454,079 483,813 3,577 519,683 A N N U A L A C C O U N T S CONSOLIDATED PROFIT AND LOSS ACCOUNT (in thousands of euros) 2003 Net turnover 2002 683,556 Raw and auxiliary materials 704,462 75,782 87,049 208,342 216,696 Social security charges 48,153 47,738 Depreciation of tangible fixed assets 37,119 38,872 274,884 278,122 Wages and salaries Other operating costs Total operating expenditure 644,280 668,477 39,276 35,985 Operating profit before depreciation of goodwill and other value adjustments of goodwill Depreciation of goodwill 11,826 Other value adjustments of goodwill 14,233 3,574 —,— 15,400 14,233 23,876 21,752 Operating profit after depreciation of goodwill and other value adjustments of goodwill Income from participating interest 5,193 2,160 Interest income 5,025 5,947 177 262 Income from securities Other value adjustments of financial fixed assets – 58,094 Interest charges – 1,730 —,— – 1,898 Balance of financial revenues and charges – 49,429 6,471 Pre-tax result from ordinary trading – 25,553 28,223 1,321 12,491 26,874 15,732 Tax on the result of ordinary trading After-tax result from ordinary trading – Extraordinary result before tax —,— Tax on extraordinary result —,— – 11,185 Extraordinary result after tax Result after tax 32,420 – Share third-parties —,— – 21,235 26,874 – 5,503 1,109 Net result 590 – 25,765 – 4,913 – 25,765 – 4,913 Result appropriation: Other reserves Dividend p.m. Result per share 33 p.m. – 25,765 – 4,913 – 1 0.49 – 1 0.09 In een tijd van mondialisering van het nieuws en uniformering van het aanbod komen regionale E dagbladen tegemoet aan de behoefte aan herkenbaar- xhibitions and events occupy an important place in strengthening brands and entering new markets. Telegraaf Expomedia Events (TE2), a cooperation between NV Holdingmaatschappij De Telegraaf and heid van de berichtgeving bij Expomedia Group PLC develops and exploits exhibitions lezers. Regionale dagbladen gaan die bijzondere positie versterken en beter benutten. and events by linking specific interests of target groups to the interests of exhibitors and sponsors. One of the events organized in 2003 was ‘Eten & Genieten’ Dit naast optimalisering door a four-day interactive event for anyone with a passion scherpere aansturing op basis for cooking and dining. A platform where selective van financiële doelstellingen, products are offered to a selective audience. verbetering van technische pro- This physical, three-dimensional meeting-place of supply cessen en inzetbaarheid van and demand represents an extension and an in-depth medewerkers en meer focus op development of the culinary columns. Exhibitions and events thus become a new platform for sections of the het benutten van de schaal- present group of readers and advertisers. voordelen die het concern als The position of existing publications is strengthened and geheel biedt. the relationship with advertisers intensified. In addition, Voor lezers zijn regionale dag- the opportunity to generate an extra linkage of supply and demand is offered. bladen een onafhankelijke bron van herkenbare informatie. Voor adverteerders een bron van kennis over de regionale markt en de daarin aanwezige bedrijven en branches. Naar lezers kan die positie worden benut door een onafhankelijke infrastructuur te bieden voor uitwisseling van meningen en informatie. In de krant en met andere eigen producten en evenementen. Naar adverteerders kan de relatie worden versterkt door uitbreiding van de dienstverlening. Zelfbewust, vanuit een unieke positie in de regio. A N N U A L A C C O U N T S 3. Valuation PRINCIPLES OF CONSOLIDATION, VALUATION AND DETERMINATION OF THE RESULT 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. Tangible fixed assets 1. Consolidation criteria These assets are valued at cost less straight-line The consolidated accounts combine the financial data depreciation, based on economic life expectancy. These for parent company N.V. Holdingmaatschappij De Telegraaf, rates are: and its group companies. 4% or 5% per year on business premises depending on Consolidation is effected in accordance with the their nature or purpose. principles of valuation and determination of the result of the varying from10% to 20% per year on plant and machinery. parent company. The financial data of the group companies 20% per year on all other operational fixed assets. are fully included in the consolidated annual accounts after operational fixed assets subject with a rapid technical elimination of intercompany relations and transactions. and/or economic obsolescence are written off over a Minority interest in shareholders’ equity and in the period of three years. result of group companies are shown separately in the consolidated annual accounts. The results of newly acquired Ground rent is amortised in accordance with the ground group companies are included in the consolidation from the lease term in question. Land is not subject to depreciation. date of acquisition. The results of participation disposed of Fixed assets under construction are valued at the amounts by the company are included in the consolidation up to the contracted for construction projects, plant and machinery. divestment date. With regard to the profit and loss account of N.V. Hol- Financial fixed assets dingmaatschappij De Telegraaf use has been made of the Participations in which N.V. Holdingmaatschappij De exemption provided for in section 402, Book 2, of the Dutch Telegraaf is able to exert significant businesslike and finan- Civil Code. cial influence are valued at the proportion of the net value asset, calculated in accordance with the parent company’s 2. Conversion of foreign currencies accounting principles. Other participations are stated at the The participation in Sweden is considered an indepen- price of acquisition. dent foreign entity. The assets and liabilities of these participations are converted at the price on the balance Long-term receivables are stated at their nominal value sheet date, while results are converted at the average less any provisions deemed necessary. price at the time of the transaction. The difference is directly accounted for in shareholders’ equity. 35 A N N U A L A C C O U N T S Inventories The provision for supplementary retirement benefits Inventories of paper, where it concerns quantities that consists of the cash value of the retirement benefits allowed were also in stock in previous years, are valued at the lower and the pension contributions of employees who have been of cost price prevailing during those years and market price sick over a long period, plus the cash value of the share of as at the balance sheet date, and where it concerns the the health insurance of pensioners payable by the company. surplus, at the lower of cost price and market price. The provision is determined on an actuarial basis of 4% The other inventories are valued at the lower of (employees sick over a long period) or 5% (pensioners). purchase price and market value. The provision for supplementary disability benefits Receivables includes the allowance payable on top of the salary of Receivables are shown at nominal amounts less employees whose employment is terminated in connection provisions for bad debts where necessary. with the granting of a disability allowance under the Invalidity Insurance Act. The provision is determined on an actuarial Securities basis of 5%. The provision for reorganisations involves finding Securities are shown at the lower of cost and market alternative employment, redundancy compensation as well price as at the balance sheet date. as retraining and additional training at the Amsterdam businesses, Media Groep Limburg B.V. and Hollandse Dagblad- Liquid assets combinatie B.V. The provision is taken against fixed-interest These are stated at nominal amounts. securities. 4. Determination of the result Current and long-term liabilities The turnover is the proceeds charged to third parties The current and long-term liabilities are stated at and arising from services provided to third parties during nominal amounts. the financial year after allowing for VAT and discounts. Profits are taken only insofar as they are realised as Provisions of the balance sheet date. The provision for deferred taxation relates to the deferred tax liability arising from the difference between the Costs and risks incurred before the end of the valuation of assets and liabilities for commercial and tax- financial year are taken into account insofar as they can be purposes. As far as it is permitted any deferred tax debet is anticipated. In determining the result, account is taken of any set off against deferred tax liabilities. special decline in value of fixed assets. This occurs if the Calculation of this liability, which is shown at nominal realisable value of fixed assets is lower than the book value value, is based on the current company tax rate. The provision for early retirement is stated at the cash of the asset in question. Special losses relating to a decline value of the commitment to supplement amounts in excess in value are taken direct to the result. Thus adjusted, the of the early retirement benefit limit. The commitment to book value of the fixed assets in question is written down supplement covers a period of three to five years up to the over its remaining life. The share in the result for the financial year is age of 65. The provision is determined on an actuarial shown under ’income from participating interests’ where it basis of 5%. 36 A N N U A L A C C O U N T S Exchange rate differences regarding resources are concerns participations in which the company is able to included separately in the cash flow. exert significant influence. This result is determined on the basis of the general principles of valuation and determination 6. Segmented information of results. In respect of the other participations, dividend received is also shown under income from participations; if As a result of the divestment of the printing activities any dividend is receivable on preference shares, this shall be as of 2002 the group’s activities solely consist of the attributed to the year in which the right to such dividend publishers segment. arose, unless receipt is uncertain. 7. Earnings per share Company tax is calculated on the result, taking into Earnings per share are being determined by dividing account tax allowances, including the substantial holding the portion of the result for the financial year available to exemption, and allowing for amounts that are not tax- ordinary shareholders by the weighted average number of deductible. The difference with the amount in tax payable ordinary shares outstanding during the financial year. 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. 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. 37 A N N U A L A C C O U N T S NOTES TO THE CONSOLIDATED BALANCE SHEET (in thousands of euros, unless otherwise stated). 31 December 2003 31 December 2002 FIXED ASSETS Intangible fixed assets Goodwill 132,446 143,628 Position as at beginning financial year 143,628 146,612 Add: – Goodwill paid on acquistion or expansion of participating interests 4,218 Less:– Depreciation – – 14,233 —,— – 364 – Deconsolidation – Downward value adjustment – 11,613 11,826 3,574 —,— Position as at end financial year 132,446 143,628 Total of depreciation and downward value adjustments 146,423 131,023 The downward value adjustment of goodwill relates to the Brouwer Groep. The performance and profit of this participation fell considerably short of expectations with the forecast at the time of acquisition. The goodwill of the Brouwer Groep is marked down till nil. Financial year 2003 Purchase cost up to 2003 Tangible fixed assets Depreciation up to 2003 Book value 31-12- 2003 Land and buildings1) 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 2002 Purchase cost up to 2002 Tangible fixed assets Depreciation up to 2002 Book value 31-12- 2002 Land and buildings 1) 229,951 129,152 100,799 Plant and machinery 239,929 178,219 61,710 Other fixed assets 158,066 122,219 35,847 38,247 —,— 38,247 666,193 429,590 236,603 Fixed assets under construction Buildings are insured on the basis of reinstatement value, the other assets on the basis of the cost of new construction. The insured sum amounts to 1 683 million (previous year 1 637 million). The item fixed assets in progress relates to buildings and/or plant and machinery at: B.V. Rotatiedrukkerij Voorburgwal, Hollandse Dagbladcombinatie B.V., B.V. Dagblad De Telegraaf, Media Groep Limburg B.V., DistriQ B.V. and Uitgeversmaatschappij De Trompetter B.V. 1) These items include the ground rent bought off in respect of the business sites of the group companies in Amsterdam. As at 31 December 2003 the book value of this amounts to: 1 5,517,000 (previous year: 1 5,758,000). 38 A N N U A L A C C O U N T S Movements in tangible fixed assets: Book value as at January 2003 Investments Land and buildings Plant and machinery Other fixed assets Fixed assets under construction Total 100,799 119 61,710 35,847 38,247 236,603 2,658 20,238 1,821 24,836 Disinvestments – 4,397 – 188 – 4,694 Depreciation – 8,764 – 9,935 – 19,130 Assets under construction put into operation Book value as at December 2003 13,036 14,457 1,609 100,793 68,702 33,870 31 December 2003 – – 654 – 9,933 —,— – 37,829 29,102 —,— 10,312 213,677 31 December 2002 FINANCIAL FIXED ASSETS Non-consolidated participating interests Wegener N.V., Apeldoorn (23.9%, previous year 21.6%) 1 78,973 74,820 Bohil Media B.V., Amsterdam (20%) 163 —,— Brouwer Groep B.V., Leusden (43%) —,— 11,651 35,266 17,385 11 11 2,208 2,123 —,— 431 75 11 1,559 1,661 —,— 130 18 18 —,— 787 SBS Broadcasting B.V., Amsterdam (27%, previous year 30%) TV Krant Nederland, Den Helder (9.6%) B.V. Algemeen Nederlands Persbureau ANP, The Hague (28.4%) C.V. GBB De Nieuwsbrengers (33.3%) De Nationale Regiopers, Almere (19.6%) V.o.f. SBS 6 Text (45%) / V8 Fox kids text, v.o.f. A’dam (45%) Autobytel Nederland v.o.f., Almere (37.5%) NWI Services B.V., De Bilt (20%) / Interactive Real Estate Estate B.V., Hilversum (50%) Amse B.V., Arnhem (5%) AM van Gaal Media B.V., Amsterdam (20%) 1,000 —,— Omroepbedrijf Limburg B.V., Maastricht (45%) 603 26 Televisiebedrijf Limburg B.V., Maastricht (45%) 1,410 636 169 29 Mobillion B.V., Ede (31,5%), RKK C.V. (24%) Receivable from participating interest Other long-term receivables Total financial fixed assets —,— 7 121,455 109,726 2,616 32,427 2,667 876 126,738 143,029 Because of the merger of SBS Broadcasting B.V. and Veronica the share in SBS Broadcasting diluted from 30% to 27%. The diluted profit of 1 13 million is included in proceeds from participations. Participations in Wegener N.V. and AM van Gaal Media B.V. are valued at acquistion price. According to Wegeners’s annual report of 2002, the shareholders’ equity of Wegener amounts to 1 351,679,000 and a loss of 1 6,638,000. AM van Gaal Media B.V. was established in 2003. 1) As at 31 December 2003 the total market value, i.e. market value of ordinary shares and issueing price of cumulative preference shares, of the package of Wegener N.V. amounted to approximately 1 91 million. 39 A N N U A L A C C O U N T S Movements in financial fixed assets: Other participating Receivables from Other interests participating interests receivables Book value as at 1 January 2003 Add: – Investments – Share in result Less:– Value adjustment – Remittance/repayment 109,726 32,427 876 143,029 33,139 3,504 2,627 39,270 3,929 —,— —,— 3,929 – 21,651 – 30,000 – 3,688 – 3,315 Book value as at 31 December 2003 Total 121,455 – 2,616 —,— – 51,651 836 – 7,839 2,667 126,738 The change in value of the participations and the account receivable is related to the Brouwer Groep. As far as this participation is concerned, the performance and profit fell considerably short of expectations with the forecast at the time of acquisition and the additional procurement of capital in 2003. The participation and the claim on the participation have been marked down to nil. The value adjustment in the profit and loss account also includes a downward value adjustment of a claim of 1 6.4 million on the Brouwer Groep, which was included in the item current liabilities. 31 December 2003 31 December 2002 CURRENT ASSETS Inventories Raw materials 19,841 11,757 757 931 20,598 12,688 69,463 72,842 602 6,500 22,818 10,788 Pension contribution —,— 463 Other receivables 655 734 14,068 26,746 107,606 118,073 3,570 3,603 61,674 69,143 Auxiliary materials The purchase cost of the stock of raw materials amount to 1 21.5 million (previous year: 1 14.1 million). Accounts receivable Trade receivables Participations Company tax Accrued income Securities Government bonds Liquid assets Cash and bank balances Liquid assets are freely available. 40 A N N U A L A C C O U N T S 31 December 2003 31 December 2002 CURRENT LIABILITIES Prepaid subscriptions 34,869 37,244 Suppliers 22,954 35,391 Participating interests 2,271 —,— Taxes and social insurance premiums 9,356 11,044 Pension liabilities 569 —,— Dividend —,— 5,775 Other liabilities —,— 906 112,477 116,724 182,496 207,084 Accruals and deferred income PROVISIONS Position at 1–1– 2003 Allocations 342 476 14,835 2,768 Deferred taxation Early retirement Withdrawals Release Position at 31–12– 2003 – 616 —,— 202 – 2,627 —,— 14,976 Pension allowance supplements 7,502 9,159 – 8,285 —,— 8,376 Disability benefit supplements 4,769 5,283 – 4,976 —,— 5,076 37,340 3,111 – 8,986 – 5,500 25,965 64,788 20,797 – 25,490 – 5,500 54,595 Reorganisation provisions The short-term liabilities amount to approximately 1 16.1 million (previous year: 22.3 million). This short-term liability is included in accrued liabilities. SHAREHOLDERS’ EQUITY For the notes to shareholders’ equity, please refer to balance sheet of N.V. Holdingmaatschappij De Telegraaf. 41 A N N U A L A C C O U N T S NOTES TO THE CONSOLIDATED PROFIT AND LOSS ACCOUNT (In thousands of euros, unless otherwise stated). 2003 2002 Net turnover Breakdown of the net turnover by geographical area: The Netherlands 666,855 687,963 Other EU states 16,625 16,421 76 78 683,556 704,462 71,679 82,951 4,103 4,098 75,782 87,049 208,342 216,696 2,271 2,295 Hollandse Dagbladcombinatie B.V., Haarlem 925 1,025 Hollandse Huis-aan-huisbladen Combinatie B.V., Amsterdam 460 460 Media Groep Limburg B.V., Heerlen Other European states Raw and auxiliary materials Paper and ink Auxiliary materials Wages and salaries In 2003 the average work force of the group in FTEs totalled 4,459 and in 2002 4,690. Breakdown of the work force by operating company as at year-end: Amsterdam businesses 554 634 De Telegraaf België, Brussels 5 5 Media Groep West B.V., Amsterdam 4 4 27 25 Uitgeversmaatschappij De Trompetter B.V., Roermond 96 96 DataWire B.V., Amsterdam 15 9 4,357 4,553 TTG Sverige AB, Stockholm 42 A N N U A L A C C O U N T S 2003 2002 Social insurance contributions Pension charges 21,542 18,189 Other social security charges 26,611 29,549 48,153 47,738 Land and buildings 8,764 6,850 Plant and machinery 9,935 15,323 19,130 19,270 Depreciation of tangible fixed assets Other fixed assets 37,829 Result disposed tangible fixed assets – 41,443 710 – 37,119 2,571 38,872 Note to company taxation Result before tax – 25,553 Company tax on this at the prevailing rate 34.5% – – 4,197 8,816 – 1,448 Company tax in conformity with the consolidated profit and loss account: 1) – on the result on ordinary activities 1,321 – on the extraordinary result 12,491 —,— – 11,185 1,321 Difference in tax burden – 10,137 1,306 – 2,754 This difference is built up as follows: – tax allowances 517 – non tax-deductible amounts (notably depreciation of goodwill) 387 – 5,082 – 3,384 – 5,572 – 10,137 – 2,754 —,— – 32,240 —,— – 32,240 – balance of the result falling under the substancial holding exemption 243 Extraordinary result before tax Extraordinary expenditure 2) Result per share In 2003, the total number of shares averaged 52,500,160 (2002: 52,500,160). Net loss for 2003 amounted to 1 25,765,000 (2002: net los 1 4,913,000). The loss per share amounts to in 2003 1 0.49 (2002: loss per share 1 0.09). 1) Company tax includes in accordance with the consolidated profit and loss account a withdrawal from the provision of 1 0.1 million (2002: withdrawal of 1 4.6 million). 2) In the extraordinary expenditure an allocation to the reorganisation provisions is accounted for at the Amsterdam operations, Hollandse Dagbladcombinatie B.V. and Media Groep Limburg B.V. 43 Fijne partyboy s min JOUW BESTE PARTY LOOK i-pos te rs Launching CosmoGIRL! in the market by De Telegraaf Tijdschriften Groep (TTG) in cooperation with Hearst Magazines International, fits that picture. Dit vindt hij heel sexy Uit Lizzie McGuire Hilary Duff De regels van vriendschap De leukste vriendin ben jij Power door je sterrenbeeld www.cosmogirl.nl strengthening brand perception is of great importance to publishers of popular magazines. mer Feestnum ● ultieme glamour-outfits ● glitter-trends onder € 30 ● 100+ make-over tips December 2003 nr.12 € 2,95 S pecialisation in areas of interest and Mooi, populair en rijk Zo doet ze dat CosmoGIRL!, is a glossy magazine aimed at girls aged 14-18. Until last year, no glossies for this quiz: WAAROM HEB JIJ GEEN LOVER? REAL-LIFE STORY ‘Ik heb aids’ segment existed yet. Glossy means: better paper, more attractive photography and a glued spine instead of staples. Advertisers’ products show up better in this more luxurious environment. Outside the Netherlands, glossies for this target group have already seen an enormous boom. CosmoGIRL! complements the portfolio of TTG because the target group’s age comes exactly under that of Starstyle (another successful TTG publication). CosmoGIRL! is clearly popular. This is shown by the sales figures of the first publications: more than 75,000 copies. CosmoGIRL! has immediately acquired a top position in the market of magazines for this target group. A N N U A L A C C O U N T S CASH FLOW STATEMENT (consolidated) (In thousands of euros). 2003 2002 Cash flow from operational activities Operating profit 23,876 21,752 49,655 55,676 3,574 —,— 15,591 1,106 Adjustments for: – Depreciation – Other downward value adjustment fixed assets – Changes in short-term receivables – Changes in inventories – 7,909 – 2,793 – 4,491 – 12,686 – 10,052 – 18,848 – Changes in debts to suppliers and and other current liabilities – Changes in provisions Cash flow from operations 70,244 44,207 Dividend received from participating interests 1,264 2,213 Interest received/paid 3,758 Paid/received in respect of extraordinary result Tax on profit – 4,311 —,— – 654 13,094 – 17,018 Cash flow from operational activities 62,172 33,059 Cash flow from investment activities Investment in intangible fixed assets – 2,711 – 11,613 other financial fixed assets – 31,431 Investments of tangible fixed assets – 24,836 – 38,339 Change in accounts payable investments – 14,743 – 10,199 Acquisition /divestment of group companies and Disinvestments of tangible fixed assets 41,710 9,933 Cash flow from investment activities 31,651 – 63,788 13,210 Cash flow from financing activities Dividend paid – 5,775 – 5,775 Changes in long-term liabilities – 118 – 2,424 Cash flow from financing activities – Exchange rate differences Changes in liquid assets (securities included) – 45 5,893 – 8,199 7 6 7,502 38,076 A N N U A L A C C O U N T S BALANCE SHEET OF N.V. HOLDINGMAATSCHAPPIJ DE TELEGRAAF (In thousands of euros). 31 December 2003 31 December 2002 Fixed assets Intangible fixed assets Goodwill 37 5,345 —,— 406 442,705 427,388 38,474 31,975 454 31,207 1,199 1,705 Tangible fixed assets Other fixed assets Financial fixed assets Participating interests in group companies Other participating interests Receivable on minority interests Deferred receivable tax Other receivables 511 352 483,343 492,627 Total fixed assets 483,380 498,378 Current assets Receivables Receivable on minority interests Tax and premiums social insurance contributions Pension contribution Other receivables Accrued income Liquid assets Total current assets —,— 8,082 29,334 14,697 500 673 17 70 2,150 441 103 260 32,104 24,223 39,002 19,223 —,— 5,775 Current liabilities Banking institution Dividend Other liabilities Accrued liabilities Current assets net of current liabilities 349 669 12,559 4,870 51,910 30,537 – 19,806 463,574 46 – 6,314 492,064 A N N U A L A C C O U N T S 31 December 2003 31 December 2002 Provisions Early retirement 14,922 14,781 Pension allowance supplements 7,370 —,— Disability benefit supplements 5,030 —,— Reorganisation provisions 7,919 23,204 35,241 37,985 Shareholders’ equity Issued capital Statutory reserves Other reserves 13,125 13,125 115 96 415,093 440,858 428,333 454,079 463,574 492,064 PROFIT AND LOSS ACCOUNT OF N.V. HOLDINGMAATSCHAPPIJ DE TELEGRAAF (In thousands of euros). 2003 Net income from participating interests 2002 19,440 11,165 Other net income and expenditure – 45,205 – 16,078 Result after tax – 25,765 – 4,913 47 D IGI-dition enables the publication of printed products on the internet. Complete pages are presented in a version that is virtually identical to the printed one. Articles and advertisements can be opened with a click of the mouse and read on the monitor in enlarged form. The objective of DIGI-dition is to offer publishers a full digital equivalent of the paper version of their publication, without high investment and major changes in processes. Content that has already been published can thus be re-used for internet applications. For instance, for interactive digital archives and news-alert services. The worldwide simultaneous availability increases the circulation area and the circulation possibilities. DIGI-dition realises interactivity through the possibility to hyperlink to websites within one’s own organisation, those of advertisers, or to other sources of information. DIGI-dition offers advertisers new alternatives, makes it possible to offer existing subscribers extra service and bring in new subscribers with different types of subscription and in other circulation areas, only digitally or in combination with the paper publication. A N N U A L A C C O U N T S 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. 2003 2002 FIXED ASSETS Intangible fixed assets Goodwill Book value as at 1 January 5,345 1,120 Goodwill paid for acquisition and/or extension participating interest —,— 5,958 Depreciation charged to the result – 1,734 Downward value adjustment – 3,574 —,— 37 5,345 Book value as at 31 December – 1,733 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 - B.V. Uitgeverij De Echo, Amsterdam - B.V. Dagblad De Telegraaf, Amsterdam - B.V. Reclame ‘t Gooi, Hilversum - B.V. Rotatiedrukkerij Voorburgwal, Amsterdam - B.V. Noorderpers, Hoorn - B.V. Woonkrant.nl, Haarlemmermeer - Uitgeversmaatschappij Limburgs Dagblad B.V., Heerlen - B.V. Beleggingsmaatschappij Voorburgwal, Amsterdam - Media Groep Limburg B.V., Heerlen - De Telegraaf Tijdschriften Groep B.V., Amsterdam - Grafisch Bedrijf Media Groep Limburg B.V., Venlo - TTG Sverige AB, Stockholm - Uitgeversmaatschappij De Limburger B.V., Maastricht - TTG Hearst B.V., Amsterdam - Limburgse Dagbladen Combinatie B.V., Maastricht - Twickel B.V., Amsterdam - Uitgeversmaatschappij De Trompetter B.V., Roermond - BasisMedia B.V., Amsterdam - De Kempen Pers B.V., Hapert - Hollandse Dagbladcombinatie B.V., Haarlem - Datawire B.V., Amsterdam - HDC Uitgeverij Zuid B.V., Haarlem - DWC B.V., Roermond - Verenigde Noordhollandse Dagbladen B.V., Alkmaar - Telegraaf Media Management B.V., Amsterdam - B.V. Drukkerij Noordholland, Hoorn - Telegraaf Events B.V., Amsterdam - B.V. Agentenadministratiekantoor ‘t Gooi, Hilversum - Telegraaf Telemol B.V., Amsterdam - Uitgeversmaatschappij Hollands Noorderkwartier B.V., Amsterdam - DistriQ B.V., Amsterdam - Exploitatiemaatschappij G en E Vastgoed B.V., Hilversum - Telegraaf Distri B.V., Amsterdam - Goois Weekblad B.V., Hilversum - Regio Distri B.V., Amsterdam - Hollandse Huis-aan-huisbladen Combinatie B.V., Amsterdam - Media Groep West B.V., Amsterdam (90%) - Uitgeverij Van Groenigen B.V., Haarlemmermeer - Regio-i B.V./C.V., Almere (75%) - Uitgeverij Hoevelaken Beheer B.V., Amsterdam - Media Menu Beheer B.V./C.V., Groningen (75%) 49 A N N U A L A C C O U N T S The annual accounts of these group companies are included in the consolidated balance sheet and profit and loss account. 31 December 2003 31 December 2002 Group companies Visual equity 167,155 137,247 Receivables and liabilities on balance 275,550 290,141 442,705 427,388 Other participating interests This item relates to the minority interest in: SBS Broadcasting B.V. (27%, previous year 30%), Amsterdam AMS Europe B.V. (8.67%), Arnhem 35,266 17,385 —,— 787 2,208 2,123 —,— 11,651 1,000 —,— —.— 29 B.V. Algemeen Nederlands Persbureau ANP (28.4%), The Hague Brouwer Groep B.V. (43%), Leusden AM Media B.V. (20%`), Amsterdam Mobillion B.V. (31.5%), Ede 38,474 31,975 Receivable on minority participating interest 454 31,207 1,199 1,705 511 352 483,343 492,627 Deferred tax receivable Other receivables Outstanding Total financial fixed assets Movements in financial fixed assets: Group companies Position as at 1 January 2003 Add: – Investments – Share in result Less: – Value adjustment Other participating interests 31,975 31,207 2,057 1,199 26,000 3,000 159 16,390 3,050 —,— —,— – —,— 21,651 – 30,000 —,— —,— – 2,499 —,— —,— —,— – Dividend paid – 2,226 – 871 – Other changes – 46 – 29 Position as at 31 December 2003 Other receivables 427,388 —,— – Payment/repayment Receivable on minority participating interests 442,705 50 38,474 – 1,254 454 – 506 1,710 A N N U A L A C C O U N T S 31 December 2003 31 December 2002 PROVISIONS In 2003 a number of the group’s provisions were reallocated. For the notes to the provisions, please refer to the notes to the consolidated balance sheet. SHAREHOLDERS’ EQUITY Issued capital The authorised capital amounts to 1 50,000,000 divided into shares of 1 0.25 par value. Statutory reserves: Ordinary shares (including 1 240 priority shares) 13,125 13,125 96 90 Statutory reserves Position as at beginning of the financial year Add: foreign exchange differences Position as at the end of the financial year 19 6 115 96 440,858 451,546 Other reserves Position as at the beginning of the financial year Less: from processing loss – Less: dividend 25,765 – 4,913 —,— – 5,775 Position as at end of the financial year 415,093 440,858 Total shareholders’ equity 428,333 454,079 51 A N N U A L A C C O U N T S Standard Deferred remuneration remuneration REMUNERATION MANAGING BOARD AND EX-MANAGING BOARD Managing Board F.Th.J. Arp 462,018 45,760 W.O. Kok 462,018 19,193 J. Olde Kalter 462,018 183,518 A.J. Swartjes 462,018 86,452 1,848,072 334,923 L.G. van Aken —,— 58,787 H. Schor —,— 58,350 —,— 117,137 Ex-Managing Board Standard Deferred remuneration remuneration REMUNERATION SUPERVISORY BOARD A.J. van Puijenbroek 23,370 —,— W.H. Charles 19,966 —,— mrs J.A. Brewer-de Koster 6,655 —,— mrs M. Tiemstra 9,983 —,— L.G. van Aken 1) —,— —,— W. Overmars 19,966 —,— W. van Voorden 19,966 —,— H.L. Weenen 19,966 —,— 119,872 —,— 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 1 2.1 million in 2002. Remuneration to the Supervisory Board amounted to 1 119,119 in 2002. As at 31 December 2003 the total amount of shares/depositary receipts N.V. Holdingmaatschappij De Telegraaf of the joint Supervisory Board 21,200 and of the Managing Board 1,936. 1) No remuneration pursuant to early retirement claim. 52 A N N U A L A C C O U N T S 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 legal actions of the group companies consolidated under financial fixed assets, excluding Media Groep West B.V., Franken Beleggingsmaatschappij B.V., Mobillion B.V., Telemol B.V., Telegraaf Events B.V. and Drukkerij Van Groenigen B.V. 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 declines from a maximum of 1 0.9 million in 2004 to 1 0.5 million in 2010. Because of the merger between the Biegelaar Groep B.V. and the Brouwer Groep B.V., N.V. Holdingmaatschappij De Telegraaf has possible liabilities with respect to mutual guarantees. Uitgeversmaatschappij De Telegraaf B.V. has an obligation to purchase the remaining 80% of the shares in BoHil Media B.V. The delivery of the shares and the determination of the purchase price will, however, only occur at the end of 2004 or at the end of 2005. The extent of the actual obligation can therefore not be estimated as yet. The Pensioenfonds (pension fund) of Hollandse Dagbladcombinatie B.V. will be integrated into the Telegraaf Pensioenfonds as from 1 January 2004. In connection with the harmonization of the percentages of the degree of cover, in accordance with the principles of the Telegraaf Pensioenfonds, there will be an evaluation as of 1 January 2010 with regard to the extent to which this harmonization has been realized. From that date, it will be considered in which way a possible remaining difference in the degree of cover percentages will be dealt with. The period of harmonization may possibly be extended. Amsterdam, 11 March 2004 Managing Board Supervisory Board F.Th.J. Arp A.J. van Puijenbroek J. Olde Kalter W.H. Charles A.J. Swartjes mrs M Tiemstra W.O. Kok L.G. van Aken W. Overmars W. van Voorden H.L. Weenen 53 OTHER D ATA PUBLICATIONS AND ACTIVITIES OF DE TELEGRAAF COMPANY PER JANUARY 2004 Newspapers Magazines Sweden Amstelland/Haarlemmermeer www.cosmopolitan.se Witte Weekblad Zondagochtendblad De Telegraaf Netherlands www.batnytt.se Sp!ts Privé www.vibatagare.se Limburgs Dagblad Esquire www.golfdigest.se ’t Gooi and surrounding area Dagblad De Limburger Cosmogirl! www.residence.se De Gooi- en Eembode Haarlems Dagblad Elegance www.marinan.com Laarder Courant De Bel IJmuider Courant MAN Leidsch Dagblad Residence Other Vecht-Journaal De Gooi- en Eemlander Hitkrant Internet activities Baarns Weekblad Almere Vandaag Gardens & Country Noordhollands Dagblad Autovisie www.dft.nl including: FHM (For Him Magazine) speurders.nl Alkmaarsche Courant Starstyle autotelegraaf.nl Flevoland Schager Courant Chapeau! (issued by MGL) elcheapo.nl De Almare (3 editions) Enkhuizer Courant Nummer 1 (issued by MGL) vacaturekrant.nl Zondagochtendblad Dagblad voor West-Friesland Autotelegraaf Magazine weerkamer.nl Nieuwsblad voor Huizen Woonbode Helderse Courant Wijdemeren Journaal woonkrant.nl Haarlem and surrounding area Dagblad Kennemerland Sweden reiskrant.nl Nieuwsblad De Kennemer Dagblad Zaanstreek Vi Båtägare www.limburgpersoneel.nl Haarlems Weekblad Dagblad Waterland Båtnytt www.limburgopwielen.nl Heemsteedse Courant Golf Digest www.spitsvacatures.nl Nieuwsblad IJmuiden Internet Residence www.zorgvacatures.nl Nieuwsblad Santpoort www.telegraaf.nl Cosmopolitan www.limburgwonen.nl & Velserbroek www.basismedia.nl Sporres Bazaar www.autocircuit.nl Zondagochtendblad www.spitsnet.nl Allt om Kök och Bad www.woneninholland.nl www.groeneweekblad.nl www.haarlemsdagblad.nl Leiden and surrounding area Het op Zondag www.ijmuidercourant.nl Internet www.leidschdagblad.nl Netherlands Door-to-door papers www.nhd.nl www.ttg.nl and news journals www.noordhollandsweekblad.nl www.autovisie.nl www.gooieneemlander.nl www.hitkrant.nl (Regionally distributed with www.mgl.nl www.gardens-country.nl De Telegraaf) www.limburgsdagblad.nl www.prive.nl !N www.limburger.nl www.fhm.nl www.hollandcombinatie.nl www.starstyle-magazine.nl Greater Amsterdam area Witte Weekblad www.trompetter.nl www.man.nl De Echo (11 editions) Witte Weekblad Weekend www.esquire.nl Het Weekblad op Zondag Makelaars Vizier www.cosmogirl.nl De Woongids www.residence.nl Amstelveens Nieuwsblad www.elegance.nl Het Weekend Witte Weekblad Duin- en bollenstreek Witte Weekblad Alphen a/d Rijn and surrounding area 54 OTHER Zaanstreek/Purmerend Limburg Noordhollands Weekblad De Trompetter (12 editions) D ATA Participating interests De Zaankanter Telegraaf Telemol B.V. Other activities Telemol v.o.f.................................................................... (50%) Zondagochtendblad Interactive information services Media Groep West B.V. .................................................. (90%) Het Weekblad voor Edam/ Participating interests in V.o.f. SBS 6/Net 5 Text ...............................................(45%) Volendam/Waterland national commercial TV V.o.f. V8/Fox Kids Text .................................................(45%) Teletext activities Mobillion B.V. ......................................................... (31.5%) De Krommenieër Het Gezinsblad West-Friesland DataWire B.V. Westfries Weekblad SBS Broadcasting B.V. ................................................... (27%) Enkhuizer Weekblad Internet Zondagochtendblad www.mediagroepwest.nl Koninklijke Wegener N.V. ............................................. (23.9%) www.datawire.nl Alkmaar Uitgeversmaatschappij De Telegraaf B.V.: www.mobillion.nl RKK Beheer B.V. .........................................................(25%) and surrounding area Alkmaars Weekblad (RKK C.V.) Printing companies Bohil Media B.V. . ........................................................(20%) De Koerier De Duinstreek Telegraaf Drukkerij Groep B.V. Nieuwsblad voor Castricum B.V. Rotatiedrukkerij Voorburgwal Zondagochtendblad B.V. Drukkerij Noordholland Noord Holland Noord Media Menu Beheer B.V. .................................................(75%) (Media Menu C.V.) Grafisch bedrijf Media Groep NRp Beheer B.V. Limburg B.V. (Nieuwsdruk Limburg) (De Nationale Regiopers C.V. ......................................... 25.8%) Helders Weekblad Schager Weekblad Logistics Media Groep Limburg B.V.: CTR/De Polderbode Deze Maand Regionale Televisie Limburg B.V./L1 ............................. (45%) DistriQ B.V. Wieringer Courant Telegraaf Distri B.V. Wieringermeerbode Regio Distri B.V. Regionale Omroep Limburg B.V./L1 ............................. (41%) Brouwer Groep B.V. .........................................................(43%) Zondagochtendblad B.V. Algemeen Nederlands Persbureau ANP .....................(28.4%) TTG CosmoMag AB ..........................................................(50%) Noord Brabant Oost TTG Hearst B.V................................................................(75%) De Trompetter (5 editions) AM van Gaal Media B.V. ...................................................(20%) De Schakel Veldhovens Weekblad DataWire B.V. Oirschots Weekjournaal DataWireSport B.V.......................................................(70%) Kempener Koerier PayperNews Beheer B.V.............................................(67.5%) De Kempenaer (PayperNews C.V.) De Hilverbode Nieuwsklok 55 P ublishers of door-to-door papers have a network at their disposal that has great knowledge of (inter)local markets and know what motivates consumers and entrepreneurs in that market. The challenge is to use that knowledge better and more effectively. This is done, among other things, by the development of new published products. !N Magazine is such a new publication for consumers in the area of lifestyle. The content emphasizes living, interiors, travel, health and fashion. Apart from these subjects, attention is also paid to local matters, such as a building of particular interest or interviews with high-profile persons from a region. !N Magazine thus links a general lifestyle formula to a local area of publication. The magazine is not distributed door-to-door but together with the Saturday edition of De Telegraaf in selected areas. The object of !N Magazine is to reach and link consumers in the aboveaverage segment who are interested in trends and luxury, to advertisers who do not primarily think of advertising in door-to-door papers. Local entrepreneurs can thus reach readers from a target group that is covered by national newspapers, in their own local market. And, in this way, the door-to-door papers create a new market. OTHER AUDITORS’ REPORT D ATA DIVIDEND PROPOSAL We propose to declare a dividend for 2003 of 1 0.11 Introduction We have audited the accompanying 2003 financial in cash per share of 1 0.25 par value charged to the other statements of N.V. Holdingmaatschappij De Telegraaf, Am- reserves. A dividend of 1 0.11 per share of 1 0.25 par sterdam. These financial statements are the responsibility of value was also paid out in 2002. the company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. 2003 2002 Distribution of profit: Other reserves Scope – 25,765 – 25,765 Dividend 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. Opinion 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, 2003 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. Amsterdam, 11 March 2004. Deloitte Accountants 57 – 4,913 – 4,913 p.m. p.m. OTHER D ATA TTG Ukraine POST BALANCE SHEET EVENTS After the balance sheet date, a declaration of intent was signed with the Kyiv Post Group (KPG), publisher of an English language newsmagazine in the Ukraine. Together with KPG, a local publishing company will be set up, in which B.V. Algemeen Nederlands the Telegraaf group will participate for 70% and KPG for the Persbureau ANP remaining 30%. The publishing company will aim at publishing As of 31 December 2003, N.V. Holdingmaatschappij consumer magazines in the Ukraine and will, according to De Telegraaf has a 28.4% share in ANP. On 5 March 2004, expectations, launch six magazines in the coming two NPM Capital and the present shareholders signed an agree- years. The first magazine, Stuff, has already been launched in ment with regard to the sale of 60% of the shares of ANP. December 2003, a second magazine, Pink, will shortly follow. On 15 May 2004 the transfer will take place. N.V. HoldingmaatSunday paper schappij De Telegraaf thereby remains joint shareholder to In 2004, the decision was taken to start a Sunday the extent of 8.8%. paper of daily newspaper De Telegraaf, as from 21 March 2004. For existing subscribers, the Sunday paper forms an Brouwer Groep B.V. integral part of the subscription. The Sunday paper will also With regard to the credit facility which has been provided to the Brouwer Groep in 2003, another 1 3 million has be on sale via points of sale that are open on Sundays. been loaned to the Brouwer Groep in 2004. Collateral has been provided against this loan. 58 OTHER D ATA If the distribution of dividend on preference shares, as PROFIT APPROPRIATION AS PROVIDED FOR IN THE ARTICLES OF ASSOCIATION referred to in paragraph 2, cannot be effected or not in full because the profit is not 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. Pursuant to article 34 of the articles of association of The remaining profit shall be at the disposal of the N.V. Holdingmaatschappij De Telegraaf, the following rules General Meeting provided that no further dividend is to be apply to the appropriation of profits: distributed on priority shares and preference shares. Subject to the approval of the Supervisory Board and Profit distributions may not exceed the amount of the Stichting Beheer van prioriteitsaandelen N.V. Holdingmaat- distributable portion of shareholders' equity. schappij De Telegraaf, the Managing Board shall decide every year what percentage of the profit - the positive balance of If the balance shows a loss for any year, no dividend the profit and loss account - is to be added to the reserves. will be distributed for that year. No dividend may be paid in subsequent years until the loss has been fully compensated Out of the profits, after addition to the reserves in ac- for by the profit. cordance with the preceding paragraph, a dividend shall be However, at the proposal of the priority shareholders, paid on the amount paid in on the preference shares, the the general meeting may resolve to make up such loss to percentage of which shall be equal to the average yield of the debit of the distributable portion of shareholders' equity Dutch medium-term government bonds as at the beginning or to distribute a dividend to the debit of the distributable of the financial year to which the distribution relates, incre- portion of shareholders' equity as well. ased by one per cent. The average yield is determined by the Managing Board subject to the approval of the Supervisory Distribution of profit is effected following approval of the Board. annual accounts showing that such distribution is permitted. A primary dividend amounting to five per cent of the no- In determining the profit distribution, the shares held minal amount of their shares or - if the profit is not sufficient by the company in the capital are not included in the for this - as high a percentage as possible, is then paid out calculation. 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. 59 OTHER D ATA Declaration of independence SPECIAL RIGHTS UNDER THE ARTICLES OF ASSOCIATION 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 Priority shares Beheer van prioriteitsaandelen N.V. Holdingmaatschappij The priority shares are held by the Stichting Beheer De Telegraaf, set out in Annex X to the Listing and Issuing van prioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf, Rules of Amsterdam Exchanges N.V., Amsterdam, have the Board as of 31 December, 2003 consists of Messrs been fully met. L.G. van Aken, E.F.M. Kok, A.J. van Puijenbroek and E.H. van Puijenbroek. Managing Board of N.V. Holdingmaatschappij De Telegraaf The goal of the foundation is to acquire and manage the priority shares in the company and, to ensure continuity in the Board of Stichting Beheer management of the company, to defend against influences on van prioriteitsaandelen the management that could prejudice the company’s indepen- N.V. Holdingmaatschappij De Telegraaf dence and would be contrary to the company’s interest, and to further a good policy in the company’s interest. Amsterdam, March 2004. 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. 60 OTHER Preference shares D ATA As of the balance sheet date no preference shares The goal of Stichting Preferente Aandelen De Telegraaf had been issued. is: To look after the interests of the company limited by Declaration of independence shares N.V. Holdingmaatschappij De Telegraaf, established in Amsterdam, hereinafter called: ’the company’, the com- The Managing Board of N.V. Holdingmaatschappij panies associated with it and all those involved, by defending De Telegraaf and the Board of Stichting Preferente Aandelen the company as much as possible against influences that De Telegraaf hereby declare that, in their joint opinion, the could threaten its continuity, independence or identity and requirements in respect of the independence of the Board would be contrary to these interests. of Stichting Preferente Aandelen De Telegraaf, set out in Annex X to the Listing and Issuing Rules of Amsterdam Defending the company against influences of third Exchanges N.V., Amsterdam, have been fully met. parties that could impair editorial independence, as well as the principles underlying editorial policy concerning news Managing Board of publications of enterprises within the group. N.V. Holdingmaatschappij De Telegraaf The foundation seeks to achieve this goal by acquiring Board of Stichting preference shares in the company and by exercising the Preferente Aandelen De Telegraaf rights attached to these shares. In doing so, the foundation takes into account the purpose for which preference shares Amsterdam, March 2004. may be issued. This purpose does not include the sale, encumbrance or any other disposal of shares except in case of: 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. 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. The Board consists of one Chairman and four members. Composition of the Board as of 31 December 2003: G.G. Witsen Elias (Chairman), S.E. de Jong, A. den Bandt, E.F.M. Kok and A.J. van Puijenbroek. 61 OTHER D ATA KEY FIGURES AS OF BALANCE SHEET DATE Shareholders’ equity x 1 1,000 2003 2002 2001 2000 1999 1998 428,333 454,079 464,761 500,057 471,529 430,079 64.5% 62.5% 60.6% 61.6% 63.2% 65.3% 1.06:1 0.98 : 1 0.72 : 1 0.70 : 1 1.44 : 1 1.55 : 1 1.81:1 1.67 : 1 1.54 : 1 1.60 : 1 1.72 : 1 1.88 : 1 683,556 704,462 822,220 811,147 721,335 689,916 62,172 33,059 74,992 141,486 102,357 119,618 –25,765 – 4,913 – 29,510 48,452 64,794 65,877 – 3.8% – 0.7% – 3.6% 6.0% 9.0% 9.5% 3.5% 3.1% 1.2% 9.9% 12.3% 12.8% Shareholders’ equity as a percentage of total assets Current assets: short term liabilities Shareholders’ equity: borrowed capita Net turnover x 1 1,000 Cash flow from operational activities x 1 1,000 Net profit x 1 1,000 Net profit as a percentage of net turnover Operating profit as a percentage of net turnover Average net turnover per employee (FTE) 153,298 150,205 151,561 156,690 153,922 151,018 Work force at year-end (FTE) 4,357 4,553 5,393 5,457 4,756 4,619 Return on shareholders’ equity – 6.0% –1.1% – 6.4% 9.7% 13.7% 15.3% p.m. p.m. p.m. 41.3% 36.0% 35.4% Shareholders’ equity 8.16 8.65 8.85 9.52 8.98 8.19 Cash flow from operational activities 1.18 0.63 1.43 2.70 1.95 2.28 – 0.49 – 0.09 – 0.56 0.92 1.23 1.26 p.m. 0.11 0.11 0.38 0.44 0.44 Price: low 13.00 13.00 14.00 20.80 16.88 17.47 Price: high 19.00 24.47 22.90 37.00 24.69 23.82 Closing rate of exchange as per 31 December 17.99 15.44 17.09 21.60 22.00 22.91 Pay-out ratio Per share of 1 0.25 par value (rounded off to full eurocents) Net result Dividend * Till 1994 no information is available. As a result the cash flow from operational activities is not stated this year. 62 OTHER 1997 1996 1995 1994 386,903 348,299 358,095 327,813 65.7% 65.9% 70.3% 69.1% 1.48 : 1 1.58 : 1 2.25 : 1 1.87 : 1 1.92 : 1 1.93 : 1 2.37 : 1 2.23 : 1 616,122 582,303 522,530 495,793 124,093 99,129 79,295 56,573 38,391 45,973 D ATA NUMBER OF EMPLOYEES IN RELATION TO TURNOVER p.m. * 41,487 Index 1999=100 114 116 112 110 102 9.2% 6.6% 8.8% 8.4% 12.8% 11.2% 11.8% 11.3% 1999 141,625 141,035 127,966 120,932 4,384 4,125 4,075 4,091 14.6% 11.0% 12.8% 12.7% 35.4% 42.2% 35.0% 35.9% 2000 Turnover 98 100 98 98 2001 95 2002 Av. number of employees Turnover per employee 811 822 704 7.37 6.63 6.82 6.24 2.36 1.89 1.51 p.m. * 1.08 0.73 0.88 0.79 0.38 0.31 0.31 0.29 16.34 12.84 9.76 8.55 22.01 19.24 13.95 11.37 17.33 16.51 12.82 11.34 149 1999 94 80 83 2001 2002 2003 Turnover 63 684 141 2000 100 2003 MOVEMENTS EBITDA IN RELATION TO TURNOVER x 1 1 million 722 95 EBITDA MANAGEMENT SUBSIDIARIES JANUARY 2004 TELEGRAAF MEDIA MANAGEMENT B.V. DE TELEGRAAF TIJDSCHRIFTEN GROEP B.V. Exploitatiemaatschappij DATAWIRE B.V. G+E Vastgoed B.V. W. Kwak N.V. Holdingmaatschappij E.T. van den Brakel HDC B.V. F.T.M. Philippo De Telegraaf R. Mackloet B.V. BELEGGINGSMAATSCHAPPIJ VOORBURGWAL F.Th.J. Arp TELEGRAAF FINANCE B.V. TTG Sverige AB MEDIA GROEP LIMBURG B.V. (MGL B.V.) F. Th. J. Arp mrs K. Neld J.H. Boermann W.O. Kok UITGEVERSMAATSCHAPPIJ HOLLANDSE HUIS-AAN-HUISDE TELEGRAAF B.V. (UMT B.V.) BLADEN COMBINATIE B.V. A.J.M. Boerma (HHC B.V.) Th.J.C. Trimbach TELEGRAAF DRUKKERIJ GROEP B.V. R. van der Plasse B.V. Drukkerij Noordholland J. Olde Kalter Limburgs Dagblad B.V. A.J. Swartjes F. Blok Uitgeversmaatschappij B.V. AGENTENADMINISTRATIEKANTOOR ’T GOOI B.V. Uitgeverij De Echo De Limburger B.V. A.J. Swartjes HHC B.V. B. Brouwers R.D. Keller P.C.J. Tuijnman F. Volmer Uitgeversmaatschappij TELEGRAAF EVENTS B.V. F.H.M. Nijpels Limburgse Dagbladen Uitgeverij Van Groenigen B.V. Combinatie B.V. HHC B.V. MGL B.V. T. Dijkema B.V. Reclame ’t Gooi W.P. Delput B.V. Rotatiedrukkerij HHC B.V. J.J.M. van der Veen Voorburgwal J.B. van Dijk R. van der Plasse H.F.F. Schaeffer Telegraaf Distri B.V. F.Th.J. Arp Grafisch Bedrijf Media Groep B.V. Noorderpers W.P. Delput Limburg B.V. (Nieuwsdruk Limburg) HHC B.V. J.J.M. van der Veen H.J.M.M. Eijkenboom J.H.H. Nijpels Regio Distri B.V. F.Th.J. Arp TELEGRAAF MEDIA ICT B.V. HOLLANDSE DAGBLADCOMBINATIE B.V. (HDC B.V.) J. J. W. Janssen P. van der Chijs J.J.M. van der Veen W.P. Delput B.M. Essenberg BASISMEDIA B.V. J.H.R. Eijkelenkamp HDC Media B.V. UITGEVERSMAATSCHAPPIJ DE TROMPETTER B.V. HDC B.V. A.C.P. Peters B.M. Essenberg P. van der Chijs TELEGRAAF TELEMOL B.V. W.O. Kok DISTRIQ B.V. J.R.Talsma F. Th. J. Arp De Kempen Pers B.V. A.C.P. Peters
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