Annual Report 2000
Transcription
Annual Report 2000
Annual Report 2000 Managing Board L.G. van Aken F. Th. J. Arp W.O. Kok J. Olde Kalter H. Schor (until 28 February 2001) A. J. Swartjes 2 (1941) (1954) (1961) (1944) (1940) (1949) CONTENTS 2 4 5 7 8 Managing Board Supervisory Board Members Report of the Supervisory Board to the shareholders Consolidated key figures Report for the year 2000 of Stichting Administratiekantoor van aandelen N.V. Holdingmaatschappij De Telegraaf Annual Report 9 16 16 19 20 21 24 24 25 25 27 28 31 The Company Amsterdam operations De Telegraaf BasisMedia De Telegraaf Tijdschriften Groep Miscellaneous Activities outside Amsterdam Hollandse Huis-aan-huisbladen Combinatie Hollandse Dagbladcombinatie Media Groep Limburg Biegelaar Groep Participating interests Prospects Annual Accounts 32 33 34 38 42 45 46 48 49 50 Consolidated balance sheet Consolidated profit and loss account Principles of consolidation, valuation and determination of the result Notes to the consolidated balance sheet Notes to the consolidated profit and loss account Cash flow statement Information by business segments Balance sheet of N.V. Holdingmaatschappij De Telegraaf Profit and loss account of N.V. Holdingmaatschappij De Telegraaf Notes to the balance sheet and profit and loss account Other information 54 55 56 59 60 61 62 64 66 Consolidated balance sheet in euros Consolidated profit and loss account in euros Publications and activities of the Telegraaf company Auditors’ report and dividend proposal Events after the balance sheet date Profit appropriation as provided for in the articles of association Special rights under the articles of association Key figures as at the balance sheet date in guilders Key figures as at the balance sheet date in euros 3 Supervisory Board Members A.J. van Puijenbroek, chairman Age: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nationality: . . . . . . . . . . . . . . . . . . . . . . . . . . . Position: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Supervisory Board memberships: . . . Initial appointment: . . . . . . . . . . . . . . . . . Current term: . . . . . . . . . . . . . . . . . . . . . . . . W.H. Charles, vice-chairman Age: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 years Nationality: . . . . . . . . . . . . . . . . . . . . . . . . . . . Dutch Position: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . former member of the Managing Board of N.V. Holdingmaatschappij De Telegraaf Supervisory Board memberships: . . . a few subsidiaries of N.V. Holdingmaatschappij De Telegraaf Initial appointment: . . . . . . . . . . . . . . . . . 15 - 06 - 1994 Current term: . . . . . . . . . . . . . . . . . . . . . . . . 1998 - 2002 J.A. Brewer-de Koster, secretary Age: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nationality: . . . . . . . . . . . . . . . . . . . . . . . . . . . Position: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current term: . . . . . . . . . . . . . . . . . . . . . . . . . 63 years Dutch 17 - 06 - 1992 1998 - 2002 W. Overmars Age: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nationality: . . . . . . . . . . . . . . . . . . . . . . . . . . . Supervisory Board memberships: . . . Initial appointment: . . . . . . . . . . . . . . . . . . Current term: . . . . . . . . . . . . . . . . . . . . . . . . . 68 years Dutch ABN Amro Holding N.V., Bavaria N.V., PontEcen N.V. 05 - 06 - 1996 2000 - 2004 W. van Voorden Age: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 years Nationality: . . . . . . . . . . . . . . . . . . . . . . . . . . . Dutch Position: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . chairman of CTZ (College Toezicht Zorgverzekeringen) as of 01-04-2001, professor Erasmus Universiteit Rotterdam Supervisory Board memberships: . . . Batenburg Beheer N.V., Instituut voor Onderzoek van Overheidsuitgaven (IOO B.V.) Initial appointment: . . . . . . . . . . . . . . . . . . 04 - 06 - 1997 Current term: . . . . . . . . . . . . . . . . . . . . . . . . . 1997 - 2001 H.L. Weenen Age: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nationality: . . . . . . . . . . . . . . . . . . . . . . . . . . . Position: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Initial appointment: . . . . . . . . . . . . . . . . . . Current term: . . . . . . . . . . . . . . . . . . . . . . . . . 4 53 years Dutch director of N.V. Exploitatiemaatschappij Van Puijenbroek a few subsidiaries of N.V. Holdingmaatschappij De Telegraaf 15 - 05 - 1975 1999 - 2003 56 years Dutch general director of Informix Software B.V. 26 - 06 - 1980 2000 - 2004 Report of the Supervisory Board to the shareholders We are pleased to present you with the report, the balance sheet as at 31 December 2000, and the profit and loss account for 2000 with the notes thereto, as drawn up by the Managing Board. The annual accounts have been audited and approved by Deloitte & Touche Accountants, Leiden, as shown by the auditors’ report included in this report. The annual accounts were reviewed with the auditor at the yearly meeting between the auditor and the Supervisory Board. They were subsequently adopted by the Board. In accordance with the proposal, Mr H.L. Weenen and Mr W. Overmars were reappointed to the Supervisory Board with the approval of the General Meeting of Shareholders of 25 May 2000. We intend to reappoint Mr W. van Voorden to the Supervisory Board if the General Meeting of Shareholders does not object to the proposed appointment and if the General Meeting does not nominate anyone else for a position on the Supervisory Board. The Works Councils of our company have given a positive advice in respect of the proposed reappointment. During the past year, the Supervisory Board met ten times with the Managing Board and focused its attention on personnel and organisation, strategy, business risks, as well as the development of new activities and financial affairs. Two meetings have taken place at subsidiaries outside Amsterdam. Much attention was given to acquisitions, including the takeover of Uitgeversmaatschappij De Limburger, to participating interests in companies which exploit ’woonkrant.nl’, ’zoomnet.nl’ and ’reiskrant.nl’, to the introduction of the free newspaper ’Newsl.nl’, ’Regio-i’ and investments at subsidiaries. During a single meeting not attended by the Managing Board, the Supervisory Board discussed its own performance, its relations with the Managing Board and the Managing Board’s composition and performance. During the year under review, members of the Supervisory Board attended a few consultative meetings of the Works Council of the Amsterdam businesses. We would like to express our appreciation to the Managing Board and the staff for the way in which they performed their tasks in 2000. We recommend: That the annual accounts for 2000 be approved in accordance with the documents presented to you, to discharge both the Managing Board for the policy pursued and the Supervisory Board for the supervision. That the dividend per share of NLG 0.50 par value for the financial year 2000 be fixed at NLG 0.84 in cash (1999: NLG 0.98 in cash per share of NLG 0.50 par value). That the dividend be made payable on 14 May 2001 at ABN Amro Bank N.V., Amsterdam. On behalf of the Supervisory Board A.J. van Puijenbroek Amsterdam, 20 March 2001. 5 N . V. H O L D I N G M A AT SC H A P P I J D E T E L E G R A A F (consolidated key figures) In thousands of guilders, unless otherwise stated. 1999 2000 1,787,533 1,589,614 Operating profit before depreciation of goodwill 223,376 228,088 Operating profit after depreciation of goodwill 177,110 195,261 Financial revenue and charges – 2,021 24,508 Pre-tax result from ordinary trading 175,089 219,769 68,111 76,960 – 203 – 22 106,775 142,787 Other reserves 62,676 91,338 Profit distribution 44,099 51,449 Pay-out ratio 41.3% 36.0% 250,940 266,204 Profit NLG 2.03 NLG 2.72 Cash flow NLG 4.78 NLG 5.07 Dividend NLG 0.84 NLG 0.98 6,070 5,337 Net turnover Company tax on result from ordinary trading Extraordinary result after tax Result after tax Profit appropriation: Cash flow Per share of NLG 0.50: Number of employees at year-end 7 Report for the year 2000 of Stichting Administratiekantoor van aandelen N.V. Holdingmaatschappij De Telegraaf In the year 2000, the total number of convertible depositary receipts in N.V. Holdingmaatschappij De Telegraaf issued by our foundation increased by 343,356 to 24,507,662 (of NLG 0.50 par value) as at 31 December 2000, and representing a nominal amount of NLG 12,253,831. These depositary receipts were matched by an equal number of shares held at the trust office. At the Board Meeting of 2 May 2000, Mr A Harms and Mr G.A. van Hasselt were reappointed as Board Member A. Also is discussed filling in the vacancy of Mr G.A. van Hasselt in April 2001 in connection with reaching the age limit laid down in the Articles of Association. The General Meeting of Shareholders of N.V. Holdingmaatschappij De Telegraaf was held in Amsterdam on 25 May 2000. Our foundation, represented by its Chairman Mr G.A. van Hasselt, cast its vote in respect of the recommendations made by the Supervisory Board to adopt the balance sheet as at 31 December 1999, the 1999 profit and loss account and the profit appropriation. Our foundation supported the proposal to authorise the Managing Board to repurchase shares and to reappoint Mr A.J. van Puijenbroek to the Supervisory Board in accordance with the Board’s recommendation. Our foundation also supported the reappointment of Deloitte & Touche as auditors of N.V. Holdingmaatschappij De Telegraaf and the foundation supported the increase of payment of the Supervisory Board of N.V. Holdingmaatschappij De Telegraaf. Stichting Adminstratiekantoor van aandelen N.V. Holdingmaatschappij De Telegraaf G.A. van Hasselt, Chairman Mrs J.A. Brewer-de Koster, Secretary J.S. Dienske A. Harms E. H. van Puijenbroek Amsterdam, March 2001. Declaration of independence The Managing Board of N.V. Holdingmaatschappij De Telegraaf and the Board of Stichting Administratiekantoor van aandelen N.V. Holdingmaatschappij De Telegraaf hereby declare that, in their joint opinion, the requirements in respect of the independence of the Board of Stichting Administratiekantoor van aandelen N.V. Holdingmaatschappij De Telegraaf, set out in Annex X to the Listing and Issuing Rules of Amsterdam Exchanges N.V., Amsterdam, have been fully satisfied. Managing Board of N.V. Holdingmaatschappij De Telegraaf Board of Stichting Administratiekantoor van aandelen N.V. Holdingmaatschappij De Telegraaf Amsterdam, March 2001. 8 ANNUAL REPORT 2000 T H E C O M PA N Y In 2000, the company made a net profit of NLG 106.8 million compared to NLG 142.8 million for 1999. The net profit for 1998 amounted to NLG 145.2 million. The net profit realised for the first six months of 2000 was approximately NLG 15 million lower than the figure recorded for the corresponding period in 1999. The pre-tax profit on ordinary activities fell by nearly NLG 45 million from NLG 219.8 million for 1999 to NLG 175.1 million for 2000. The main contributing factors included the costs of the company-wide Internet activities, which rose by over NLG 52 million to approximately NLG 60 million. This includes the initial losses relating to the joint ventures entered into during the year 2000 in the areas of property and staff advertising. All costs relating to these activities have been charged directly to the result. Also, an amount of over NLG 2 million was charged to the result for 2000 in connection with the initial costs involved in combining and optimising the whole spectrum of logistic activities. Furthermore, the purchase of shares in Uitgeversmaatschappij De Limburger B.V. (UDL), the result of which was not included in the consolidation until after the Netherlands Competition Authority (NMa) had granted their permission (mid-May 2000), had a negative impact on the result. The result less amortisation of goodwill (over a twenty-year term) for the period from 22 May to 31 December 2000 and less the interest on the purchase sum for the whole of 2000, amounted to just over NLG 10 million negative. The company is expected to make a positive contribution to the net profit from 2001 on. Turnover (NLG 1.788 billion) These negative influences were counterbalanced by 54% higher advertising income, particularly at B.V. Dagblad Advertising De Telegraaf and the decrease by some NLG 6 million in Subscriptions+Single-copy sales 3% the allocation made to the provision for differentiation Third-party printing in contributions and market forces act (’Wet PEMBA’). Other turnover 30% Earnings before interest, taxation and depreciation (EBITDA) fell from NLG 328.6 million in 1999 to NLG 310.5 million in 2000. The cash flow declined from NLG 266.2 million in 1999 to NLG 250.9 million in 2000. Operating profit after amortisation of goodwill decreased from NLG 195.3 million in 1999 to NLG 177.1 million in 2000. Depreciation of tangible fixed assets for 2000 increased by NLG 7.3 million to NLG 97.9 million after the investments in Alkmaar and Heerlen were commissioned. Amortisation of intangible fixed assets rose from NLG 32.8 million in 1999 to NLG 46.3 million in 2000, mainly as a result of the amortisation of goodwill relating to the acquisition of UDL. 13% Goods, services and value added Goods and services Value added 8% 48% 4% Company tax Net profit Depreciation+miscellaneous 34% 6% Personnel costs Contributions to the 2000 group result varied from division to division. Daily newspaper ’De Telegraaf’ was again the main profit centre. Hollandse Huis-aan-huisbladen Combinatie B.V. (HHC) realised a significantly higher result owing in particular to a sharp rise in advertising turnover. De Telegraaf Tijdschriften Groep B.V. (TTG) contributed less due to the initial costs of new titles published in Sweden and in the Netherlands. The result of Biegelaar Groep B.V. lagged behind the 1999 figure due to growing internal interest charges relating to investments in new 9 construction and presses. The result of Hollandse Dagbladcombinatie B.V. (HDC), too, declined, particularly as a result of lower (intercompany) printing rates and the transfer of prepress activities to HHC, plus the formation of a provision for reorganisation in connection with the establishment of Uitgeverij HDC-Zuid. The 1999 cash dividend and the 2000 preference dividend receivable from Wegener N.V., as well as the share in the result of the participating interests engaged in Internet and audiovisual operations, are shown under income from participating interests. Interest income was NLG 8.7 million lower than last year, due to, inter alia, the acquisition of UDL and the increase in the participating interest held in Wegener N.V. with NLG 60 million worth of depositary receipts for ordinary shares and NLG 40 million worth of depositary receipts for cumulative preference shares. The average interest rate was higher. The tax burden increased as a result of the higher amortisation of non-tax deductible goodwill and participating income to which the substantial holding exemption applies. The profit on ordinary activities after taxation decreased by 25.1% from NLG 142.8 million in 1999 to NLG 107.0 million in 2000. After allowing for extraordinary items, the net profit decreased by 25.2% from NLG 142.8 million in 1999 to NLG 106.8 million in 2000. Net earnings per share of NLG 0.50 par value decreased from NLG 2.72 in 1999 to NLG 2.03 in 2000. Page 46 gives a further explanation of the result, broken down by core activity (segment information). Company strategy The Telegraaf company aims to gather, order, edit, distribute and sell information. Accordingly, the group’s core activities involve the publication (in both printed and electronic form) of national and regional newspapers, door-to-door papers, magazines, participation in commercial radio and television and the provision of services in the area of printed and electronic communication to third parties. The company’s strategy will focus on the further Operating profit after depreciation goodwill growth of all core activities - both at home and abroad in millions of guilders except for printing services. The position in the latter 83.8 81.7 97.0 123.8 135.4 143.4 173.3 195.1 195.3 177.1 industry is being consolidated while possible collaboration with another major printing company operating in Europe is being studied. Dividend policy 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 10 The dividend policy is aimed at payment in cash of approximately 35% of the profit available for distribution. In determining the dividend, account is taken, if possible, of the effects of the tax on the imputed return on investment, which was introduced on 1 January 2001. A temporary overrun of the abovementioned pay-out ratio is acceptable in the event of a temporary drop in the profit level. Increase in scale In 2000, the group’s core activities were further reinforced: The takeover of UDL, already announced in the 1999 annual report, was effected in mid-May 2000 following a lengthy assessment by the NMa. The result has been included in the consolidation as from 22 May. After the successful start of the ’Sp!ts’ morning newspaper, a second free tabloid was introduced in August: ’News.nl’. This paper is distributed at offices, stations and other public transport facilities in the urban western part of the Netherlands. Existing Internet activities, including ’De Telegraaf-i’, were further expanded with the introduction of new sites, including ’DFT.nl’: De Financiële Telegraaf on the Internet. In addition, the group participated in several new Internet activities in the area of the housing market (’woonkrant.nl’), job placement (’zoomnet.nl’), the car market (’autobytel.nl’) Movements in pay-out ratio index, net profit and dividend and the travel market (’reiskrant.nl’). In the second half-year, the regional newspapers within the 171 group, together with the Noordelijke Dagblad Combinatie Index Holding B.V., started to build their own Internet site. 147 1991=100 Collaboration (Regio-i) between these regional publishers 117 is expected to be intensified even further in 2001. 1991 1992 1993 Dividend 1994 1995 1996 Net profit 1997 1998 1999 In the autumn of 2000, TTG launched the ‘For Him Magazine’ (FHM), a men’s magazine. TTG Sverige AB, a TTG subsidiary operating in Sweden, introduced ’Residence’ in that country. Furthermore, the licence was acquired for the publication of ‘Cosmopolitan’ in Sweden. The first issue of this title came out in February 2001. 2000 Pay-out ratio Shareholders’ equity Shareholders’ equity increased by NLG 62.9 million from NLG 1,039.1 million as at 31 December 1999 to NLG 1,102.0 million as at 31 December 2000. This increase resulted from the addition to the other reserves as proposed in the 2000 profit appropriation. Shareholders’ equity per share of NLG 0.50 par value rose from NLG 19.79 at year-end 1999 to NLG 20.99 at year-end 2000. The share capital remained unchanged and consists of 52,499,200 ordinary shares and 960 priority shares of NLG 0.50 par value. As at 31 December 2000, 24,507,662 shares, representing 46.7% of the ordinary shares, were converted into depositary receipts. At the end of 1999, 46.0% of the share capital was converted into depositary receipts. Dividend proposal We propose to declare a dividend for 2000 of NLG 0.84 per share of NLG 0.50 par value, representing a pay-out ratio of 41.3%. The 1999 dividend amounted to NLG 0.98 per share of NLG 0.50 11 par value, representing a pay-out ratio of 36.0%. Once the result recovers, the company will return to the target pay-out ratio of 35%. Investments At Rotatiedrukkerij Voorburgwal B.V. in Amsterdam, a start was made in 2000 with alterations to the building in connection with the addition of a tenth press and the extension of all nine existing presses with two four-colour printing units, among other things. This project is expected to be completed in the second half of 2002. At Limburgs Dagblad at Heerlen the extension with two printing units was realised in 2000. Extension of the press capacity at Alkmaar was also completed in 2000. All in all, these investments required an outlay of NLG 175 million. In 1999, Biegelaar Groep made a start with the renewal of a rotogravure press, peripherals and finishing equipment, as well as improvement of the Movements in capital expenditure in relation to the cash flow routing and infrastructure. in millions of guilders Scheduled for completion in mid-2001, this project 132 98 129 216 157 requires an investment of over NLG 100 million. Furthermore, at year-end 2000, land was bought at 266 263 251 Zoetermeer with a view to building new accom238 modation for Nederlands Drukkerij Bedrijf B.V. This purchase required an outlay of over NLG 7 million. 191 Commitments 143 145 118 106 85 1996 Cash flow 114 1997 125 91 1998 Depreciation 1999 Net profit 98 107 2000 Capital expenditure In 2000, capital expenditure commitments involving tangible fixed assets totalled NLG 157 million (exclusive of VAT). Of this amount, NLG 94 million will be due and payable in 2001 and following years. In 2000, payments in respect of commitments entered into in 2000 and previous years amounted to NLG 189 million (exclusive of VAT). Turnover Consolidated group turnover rose by 12.5% from NLG 1,589.6 million in 1999 to NLG 1,787.5 million in 2000, including NLG 108.4 million in turnover relating to UDL. The autonomous rise in turnover was 5.6%. Of the rise in turnover, NLG 135.2 million related to advertising income and NLG 45.8 million to circulation income. Other income, including third-party distribution and book publishing, increased by NLG 1.3 million. Turnover contributed by third-party printing rose by NLG 17.3 million. The other turnover declined by NLG 1.7 million compared to 1999. Of total 2000 group turnover, NLG 961.5 million (54%) related to advertising income and NLG 538.6 million (30%) to circulation income. Third-party printing contributed NLG 229.1 million (13%), of which NLG 171.4 million not newspaper related, and other income added NLG 58.3 million (3%). 12 In 1999 the corresponding figures were NLG 826.3 million (52%), NLG 488.8 million (31%), NLG 212.7 million (13%) and NLG 61.8 million (4%), respectively. Turnover broken down by segment: (X NLG 1 million) 2000 Publishers Daily newspapers Door-to-door papers Magazines Printing products (not newspaper-related) Other activities 1999 1,273.2 202.6 132.1 171.4 8.2 (71%) (11%) (7%) (10%) (1%) 1,122.4 161.6 138.0 165.4 2.2 (71%) (10%) (9%) (10%) —.— 1,787.5 (100%) 1,589.6 (100%) In the publishers segment, newspaper and door-to-door turnover figures rose by 13.4% and 25.4%, respectively. Magazine turnover declined by 4.3%. Turnover in the printing products segment increased by 3.6%. In 2000, 2.6% of group turnover related to exports to EU States. In 1999, this figure stood at 2.5%. In 2000, the group also exported products worth NLG 6.7 million to other European States as compared to NLG 6.0 million in 1999. The average turnover per employee increased by 1.8%, from NLG 339,200 in 1999 to NLG 345,300 in 2000. Movements in turnover, average amount of FTEs and average turnover per employee during the last five years were as follows: 2000 Group turnover (x NLG 1 million) Average FTEs Average turnover per employee (x NLG 1,000) 1999 1998 1997 1996 1,788 5,177 1,590 4,686 1,520 4,568 1,358 4,350 1,283 4,129 345 339 333 312 311 Added value Movements in the group’s total added value and the average added value per employee during the last five years were as follows: Added value (x NLG 1 million) Per employee (x NLG 1,000) 2000 1999 1998 1997 1996 925 179 854 182 819 179 749 172 665 161 13 Personnel and organisation Employment In 2000, the number of employees, translated into man/woman years, averaged 5,177. In 1999, the corresponding figure was 4,686 man/woman years. Other contributing factors besides the UDL takeover-related inflow of personnel were developments in the area of the Internet, Information Technology activities connected with these developments, and the new ’News.nl’ and ’FHM’ publications. As at 31 December 2000, the number of employees amounted to 6,070, of whom 32 were stationed abroad. Translated into full-time equivalents, group employment amounted to 5,457 man/woman years. Collective Labour Agreements On 1 February 2000, a new ’Grafimedia’ Collective Labour Agreement was concluded for a term ending on 1 February 2002. The agreement provided for a pay rise of 3% on 1 February 2000, 1% on 1 December 2000, 2% on 1 February 2001 and 2% on 1 October 2001. The Collective Labour Agreement for newspaper journalists provided for a 3.5% pay rise with effect from 1 January 2000 and a pay rise of 3.7% on 1 January 2001. The Collective Labour Agreement for door-to-door paper journalists provided for a 3.75% pay rise with effect from 1 January 2000 and a pay rise of 4% on 1 July 2001. Newspaper journalists in permanent employment will receive an allowance of 0.5% of twelve times their December pay for the generic re-use of copy. In 2000, within the framework of the differentiation in contributions and market forces act (’Wet PEMBA’), it was again decided to stay in the legal invalidity group insurance scheme. The question will be weighed again in 2001. A provision has partly been formed to provide for the consequences if the company were to step out of the group insurance scheme. No further allocation was made to this provision in 2000. Euro On pages 54 and 55 of this report the consolidated balance sheet and profit and loss account have been translated into euros. The rounding off of the nominal value of group shares to 0.23 has created a negative euro reserve. Pages 66 and 67 also show the translation of the ten-year key figures into euros. In line with the recommendation made by CEBUCO (central marketing organisation of the newspapers), integral introduction of the euro in the publishers’ business management will not take place until 1 January 2002. 15 A M S T E R DA M O P E R AT I O N S Dagblad De Telegraaf Circulation In the year 2000, average circulation remained unchanged from last year’s figure of 808,300. These figures, certified by ’Het Oplage Instituut’ (The Circulation Institute, HOI), relate to the average figure recorded for the fourth quarter of 1999 and the first three quarters of 2000. The above-mentioned circulation figure is the balance of the growth in the number of subscriptions and single-copy sales abroad. Single-copy sales at home lagged behind, a trend that has persisted during the last few years. Total circulation as at 31 December 2000 was marginally below the level recorded on 31 December 1999. Total combined circulation of the Dutch newspapers fell by 0.9% in the period from 1 October 1999 to 30 September 2000. Total average circulation amounted to 4,442,522, or 40,236 fewer than for the corresponding year-earlier Movements in paid circulation De Telegraaf Total copies through 1997 inclusive De Courant Nieuws van de Dag figure. The circulation figures of the free ’Sp!ts’ 900,000 and ’Metro’ newspapers, introduced in 1999, have not been included in this measurement. 800,000 700,000 600,000 500,000 400,000 300,000 200,000 100,000 0 1980 1982 1984 1986 1988 1990 Subscriptions+single-copy sales 1992 1994 1996 1998 2000 Subscriptions Including the regional newspapers published by the group’s subsidiaries and partly owing to the acquisition of UDL, the group’s market share in total circulation in the Netherlands rose from 26.1% at year-end 1999 to 30.3% at year-end 2000. As regards pricing policy, the ban on horizontal price-fixing already came into effect on 1 July 1999. ’Dagblad De Telegraaf’ implemented with effect from 1 February 2001 an average price rise of approximately 5% for subscriptions and just over 5% for single copies on weekdays and 8% on Saturdays. Advertisements Advertising turnover of daily newspaper ’De Telegraaf’ rose by 8.5% compared to the year-earlier figure, totalling NLG 514.3 million, with the advertising volume increasing by 1% compared to 1999. A 4.7% increase realised by the category of national brands and services was offset by a 1.8% decline at regional brands and services. In 2000, the number of staff advertisements rose by 1.4% compared to a 2% decrease in 1999. The volume of classified ’Speurder’ pages decreased by 2.7%. The decline of classified ad pages at all national newspapers combined was 1.6%. The number of classified ’Speurder’ ads decreased by 6.4% to 799,389. The average size of the ’Speurder’ ads, on the other hand, showed a 1.2% increase in 2000. Classified ’Speurder’ ad turnover was up by 2.3% owing to higher rates. In 2000, the combined advertising volume of the national newspapers increased by 1.9% owing to growth in the advertisement categories of national brands and services and staff. The combined advertising volume of all newspapers, national and regional, increased by 1.3%. 16 Pursuant to the ban on horizontal price-fixing imposed by the Minister for Economic Affairs, newspaper publishers set their price increases individually with effect from 1 January 2000. Daily newspaper ’De Telegraaf’ implemented an average price rise of 4.7% with effect from 1 January 2000 and 4.9% with effect from 1 January 2001 for weekday editions and 7.5% for the Saturday edition. Advertising turnover company in millions of guilders 624 688 767 826 961 –– 42 –– 171 40 –– Editorial developments 119 –– –– 748 Editorially, the year 2000 was marked by several major events. The explosion of the fireworks storage facility at Enschede was a dramatic event that shocked the nation. The editorial board decided to take a unique step: to have the whole front page taken up by one photograph bearing the terse caption: ’How could this happen?’ 465 –– 1996 1997 Newspapers 1998 1999 Door-to-door papers 2000 Magazines Two major sports events - the European football championship (partly organised in the Netherlands), and the Olympic Games in Sydney - received major editorial coverage. Partly owing to the strong performance of the Dutch football team and Olympic team, the editors were able to produce many speech-making newspaper issues. The legal wrangle about the weekly publication of radio and TV listings went on throughout the year under review. NOS and HMG appealed NMa’s decision, pronounced on 16 February 2000, that NOS and HMG must supply the listings to De Telegraaf. On 22 June 2000, the court ruled that NMa’s decision of 16 February 2000 was to be suspended pending the decision on the appeal. Besides the procedure for obtaining the rights of publication of radio and TV listings, De Telegraaf appealed the summary proceedings of 5 January 1999 concerning the genre listings. After many stays of proceedings the court passed judgment on 30 January 2001, quashing the earlier court decision. With this judgment we are trying to get the NMa procedure going again. Notwithstanding these judgments, the broadcasting stations are still blocking further progress by judicial action. As long as this resistance persists, the planned start of ’TV Week’ cannot take place. There is growing interaction between the editorial board of the printed newspaper and editors responsible for the various publications on the Internet. A case in point is the series of articles that appeared in ’De Financiële Telegraaf’ about the new tax system. The same stories, but with interactive services, can be found on the site of ’De Telegraaf-i’. De Telegraaf on-line Within B.V. Dagblad De Telegraaf, ’De Telegraaf Elektronische Media’ (TEM) is engaged in the development and operation of on-line activities of ’De Telegraaf-i’. The year 2000 was a turbulent Internet year. In the course of the year, sentiment concerning dotcom businesses underwent a marked change. More and more stand-alone dotcom firms are forced to close the books as profit fails to materialise and financial resources dry up. This shake-out will undoubtedly imbue the market with a greater sense of realism, leading it to conclude that, on the one hand, on-line free services, too, have certain limitations, while, on the other, businesses that can also provide content are better placed to realise a positive future return. 17 In 2000, the company focussed much attention on the long-term business plan for Internet activities and the most effective type of organisation. Accordingly, next to the director managing the paper product, the company appointed a director with specific responsibility for the on-line activities. The year was dominated by the extension of existing sites in both a commercial and an organisational respect. Three new products were added to the existing sites: ’vertel.nl’ (March), ’DFT.nl’ (May) and ’Speurders.nl’ (September).’Vertel.nl’ is a site where consumers can respond interactively to, amongst other things, the content of the newspaper. ’DFT.nl’ is a site with financial news built entirely in-house in close collaboration with the editorial board and under the responsibility of the chief editors. ’DFT.nl’ immediately realised good results owing to the relatively high number of page views and corresponding advertising rates. ’Speurders.nl’ is as yet an on-line presentation of all ’Speurder’ ads appearing in the printed newspaper, generating in particular added value for the ’printed ’Speurder’ ads’. As regards the already existing ’veilinghal.nl’ and ’elcheapo.nl’ sites, these will henceforth be combined with ’siteshopper.nl’ to form one e-commerce cluster with a modest, yet steadily growing turnover. The car site already underwent a relaunch under the name of ’autotelegraaf.nl’. The initial steps towards paid on-line ’Speurder’ ads are promising. Car market sales development is a spearhead project aimed at realising deeper market penetration. As well as the TEM-developed sites, two Internet joint ventures were set up in 2000: ’woonkrant.nl’ with on-line property supply and many related areas, and the vacancy site of ’zoomnet.nl’. A third joint venture is ’reiskrant.nl’ in which the travel content of ’Reiskrant’ is combined with the possibility of ticket sale. This site will become operational in 2001. The 37.5% interest in Autobytel Nederland v.o.f. was already acquired in 1999. The site became operational on 31 January 2001. This participating interest is not expected to make a positive contribution to the result until a few years from now. Achmea Deelnemingen B.V.’s recent accession to the joint venture confirms our confidence in this product. In the course of 2000, the initiative was taken to build a new home page for ’De Telegraaf-i’, which was launched at the beginning of 2001. The site provides a mix of content taken from daily newspaper ‘De Telegraaf’, topical information of subsites and highlights from commercial sites. The result is a dynamic topical news site of constantly varying composition and accessible 24 hours a day, seven days a week, which will point visitors the way to our commercial activities. The average number of page views increased by 65% comparing to 1999. TEM’s permanent staff increased from 18 FTEs at year-end 1999 to 45 FTEs at year-end 2000. The number of hired staff rose to 39 FTEs; in addition, at year-end 2000, ’De Telegraaf-i’ employed a total of 33 editors as compared to 20 at year-end 1999. The (initial) costs of the activities of both TEM and the above-mentioned joint ventures were wholly charged to the result for 2000 and amounted to approximately NLG 54 million (1999: approximately NLG 5 million). Turnover, chiefly relating to the sale of buttons and banners, increased by approximately 50% to over NLG 3.7 million. The year 2001 is intended to be a year of stabilisation. The group’s policy will be focussed more on reinforcement of the present organisation and making existing products more profitable (now or in the future) rather than on adding new activities. Also, the interaction between print, on-line and mobile will be optimised. A break-even situation is not expected before 2003. Of course, developments and sentiment concerning the Internet will be tracked very closely and critically in view of actual expenditure. 18 BasisMedia Published five times a week, total circulation of ’Sp!ts’, the free newspaper targeting commuters travelling by public transport, rose from 250,000 distributed copies a day at year-end 1999 to over 300,000 copies a day at year-end 2000. Partly due to this increased circulation, ’Sp!ts’ is now printed at two locations. ’Sp!ts’ has developed beyond expectations; while sustaining an initial loss for the whole of 2000, already a few periods were closed with a positive result in the second half of 2000, just barely a year after the newspaper was launched. This makes ’Sp!ts’ an important player in the market and - in terms of reach - the third largest newspaper in the Netherlands. The publication is expected to make a contribution to the 2001 profit. Besides ’Sp!ts’, BasisMedia B.V. also launched a third free tabloid in the Netherlands under the name of ’News.nl’ on 28 August 2000. This afternoon paper, which has a total circulation of 100,000, is distributed throughout the western urban part of the Netherlands and will take some time to prove its worth. At the beginning of 2001 it was decided to outsource the printing order because the equipment does not lend itself very well to printing and stapling tabloid-size newspapers. The positive trend in advertising turnover persisted throughout 2000. With ’Sp!ts’ and the introduction of ’News.nl’, BasisMedia was able to extend its market share. Partly owing to a greater reach, the advertising rates of ’Sp!ts’ were increased by 30% with effect from 1 January 2001. Most of the staff handing out copies operate through our own logistic system. Total circulation of ’Sp!ts’ stands to increase even further in the year ahead. Agreements have been made (or are being made) with various enterprises that should result in a higher reach of commuters during the morning rush hour, while ’News.nl’ is also distributed in office areas during the afternoon. On 13 October 1999, BasisMedia B.V. lodged a complaint at NMa against Netherlands Railways (NS) and Metro Holland B.V. in connection with exclusive contracts giving Metro Holland B.V. the sole right to distribute its publication ’Metro’ in NS railway stations, a practice restricting free competition. In addition, BasisMedia B.V. has brought a complaint against NS concerning the abuse of its position of economic power because NS is denying ’Sp!ts’ access to the NS railway stations. On 11 August 2000, NMa rejected BasisMedia B.V.’s demand. BasisMedia B.V. subsequently submitted a notice of objection to the decision. In December 2000, the group announced its intention to acquire a 60% stake in Stockholm News AB, a Swedish enterprise which, at the time, had distributed a free afternoon paper of the same name among commuters in Stockholm for a few weeks. Mainly on account of a lack of clear developments in the period between the investment decision and the time of implementation, as well as the required investment, which was higher than originally expected, it was decided to abort this intended acquisition. Our share in the liquidation costs was charged to the result for 2000. De Telegraaf Tijdschriften Groep Not taking into account the initial losses incurred by new titles, profit of De Telegraaf Tijdschriften Groep B.V. (TTG) is virtually at a par with the corresponding 1999 figure. 19 TTG Nederland In 2000, several organisational changes were implemented within TTG. The fairly diverse package of titles was broken up into clusters, each with a clear target group, focus, synergy and goal. The TTG Internet activities were further developed under the direction of a specific Internet publisher, in collaboration, of course, with ‘De Telegraaf Elektronische Media’. Except for ’Personal Finance’, ’Buitengewoon’ and ’FHM’, all TTG titles contributed to the result for 2000. The ’Personal Finance’ title was discontinued in mid-2000 on account of a persistently poor financial result without prospects of recovery and in view of the small share in the shrinking market of financial magazines. Since the introduction of ’Buitengewoon’ in 1997, this magazine failed to make a single positive contribution. ’Buitengewoon’ was unable to gain a strong position on the Dutch garden magazine market. The group signed a licence agreement with British publisher Emap concerning publication of ’FHM’, which was introduced on the Dutch market in October 2000. ’FHM’ was the third introduction in the Netherlands in the so-called ’lads magazines’ segment, after ’ZSM’ (published by VNU) and ’Maxim’ (licence of Dennis Publishing). The introduction of ’FHM’ was successful, with the magazine gaining a clear leader position in this market after only three issues. The ’fhm.nl’ Internet site was introduced simultaneously and, after its launch, attracted an average of over 250,000 page views per month during the final quarter of 2000. ’Privé’ was again market leader in the gossip magazine sector, which came under further pressure in 2000. A few editorial changes were implemented and a new approach of the circulation and advertising markets was opted for. All changes are aimed at capturing a larger market share with a better product and a stronger brand. The ‘Privé’ Internet site drew an average of 118,000 page views per month during the last three months of 2000. Turnover and profit realised by ’Elegance’ and ’Residence’ increased, particularly as a result of higher advertising turnover. On the advertising market the TTG magazines in the luxury segment benefitted optimally from the economic boom. ’Autovisie’ commands a strong leading position on the car magazine market. Among car lovers the magazine is hailed as the best car magazine available on the Dutch magazine market. This position provides a good basis for using the ’Autovisie’ brand digitally. In 2000, the ’autovisie.nl’ Internet site was further developed and adapted to car aficionados. During the final quarter of 2000, this site attracted an average of 640,000 page views per month. Furthermore, a contract was signed with Autobytel, with ‘Autovisie’ providing independent car tests and car news. The results of the titles ’MAN’ and ’Hitkrant’ declined compared to last year’s figures due to lower advertising turnover and a decline in circulation. The ’Hitkrant’ site draws a monthly average of over 300,000 page views, as measured over the final quarter of 2000. The concept of ’Voetbal Magazine’ was ripe for an overhaul. In January 2001, the first issue was published in its new form. The effect of this new approach on the advertisement market was good; circulation is also developing positively. Since July 2000, this title is no longer published in collaboration with the Netherlands Football Association (’KNVB’). At the beginning of 2001, it was also decided to cease publication of ’Tennis’. This title no longer fitted the present portfolio. 20 As in the years before, the contribution of De Telegraaf Sponsored Media (TSM) to the result was again negative. The rates for sponsored magazines have been under pressure for years and are insufficient to operate TSM profitably within the Telegraaf group. Agreement has since been reached with a number of TSM employees regarding a management buy-out with retroactive force from 1 January 2001. TTG Sweden Acquired by TTG in 1999, the Stockholm-based Svensk Specialpress AB publishing company changed its name to TTG Sverige AB at the end of 2000. TTG Sverige was already publishing a sports magazine (’Golf Digest’) and two aquatic sports magazines: ’Vi Btägare’ and ‘Båtnytt’. In March 2000, ’Residence’, another TTG title, was successfully launched on the Swedish market. A total of seven titles were introduced in this segment. ’Residence’ gained a clear leadership position on both the advertising and the reader markets and was named Magazine of the Year in October 2000. TTG Sverige is expected to realise further growth on the Swedish magazine market. TTG managed to secure the licence for ’Cosmopolitan’ (a successful title in many countries) for publication in Sweden. In a joint venture with Hearst, ’Cosmopolitan’ was launched in Sweden in February 2001. If the initial loss of ’Residence’ is not taken into account, the result of TTG Sverige for 2000 exceeded that of 1999. M I SC E L L A N E O U S Arbo (health and safety at work) In collaboration with KLM Arbo services B.V. again several risk surveys and evaluations were carried out in order to bring potential problems in the area of labour conditions to light. Action plans targeting De Telegraaf Transport B.V., all branch offices of De Telegraaf and the Central Facilities department were completed. In 2000, a start was made with a survey targeting financial and administrative services. During the year under review, the new absenteeism policy introduced in 1999 yielded positive results. At 6.7%, absenteeism in 2000 remained at the same level as in 1999. In 2000, within the framework of the Company Emergency Services, 130 staff members were trained to become certified emergency service members. Also, the company’s computer work policy was put into effect to reduce RSI-related complaints. The environment The city of Amsterdam issued a new environmental permit for the Amsterdam operations. In order to create as broad a platform as possible for environmental aspects within our organisation, an environmental coordination group has been set up consisting of representatives of different 21 departments who, in their specific area of competence, are involved in the preparation of the statutory annual environmental report. Also, a new Environmental Care System Manual was prepared setting out the organisation of environmental policy within the Amsterdam operations and containing important updated environmental documentation. Books Collaboration with Bzztôh, a Hague book publisher, was intensified in 2000. The turnover figure approached the NLG 2 million level, representing a growth rate of around 10%. De Telegraaf and Bzztôh put a total of twelve new titles on the market, the most successful ones being: ‘Je moet schieten anders kun je niet scoren’ (130,000 copies), ’Johan Cruijff is ongeneeslijk beter’ (60,000 copies) and ’Beleggen voor beginners’ (68,000 copies). De Telegraaf Elektronische Media and Bzztôh are currently working on a presentation of the jointly published titles and on a mutual ’click’ through capability on the Internet. Works Council Installed at the beginning of 2000, the new Works Council had to deal with many requests for recommendations, including the detailed design of Logistiek B.V. and the introduction of ’News.nl’, the proposed participating interests in Woonkrant.nl, Travel Portal and Zoomnet.nl (Matchcare), the launch of the ’FHM’ magazine in the Netherlands and the many organisational changes connected with the Internet activities, among other things. In addition, a start was made with the decentral consultations, in which the Works Council and the Managing Board make agreements on a range of subjects specified in the Collective Labour Agreement. Consultations between the Managing Board and the Works Council continued in a positive and constructive vein. Pension Fund In 2000, the average invested capital of Stichting-Telegraafpensioenfonds 1959 rose by NLG 61 million to NLG 836 million. The exchange rate differences reserve increased from NLG 214 million to NLG 228 million. Stock exchange prices of the bond portfolio showed a recovery after the disappointing performance in 1999. Pensions and pension rights were increased by 2.2% in line with the inflation rate for the year 1999. Pension contributions remained unchanged at 4.5% of pensionable salary. Retired employees will receive a special allowance of 8.5% of their annual pension. In December 2000, changes were made to the articles of association in connection with the tighter supervision exercised by Verzekeringskamer, the supervisory body for insurance companies in the Netherlands. 23 Logistics An important focus in 2000 was the further development of Logistiek B.V., a company-wide process designed to optimise the distribution process. This objective was energetically pursued by all parties involved. The current distribution problems necessitate structural changes, such as the further improvement of automation and of the organisation itself. All this will involve substantial cost increases. After completion of the detailed design, the organisation will be set up in stages in 2001. The set-up also provides for several pilots that serve to determine how and to what extent the so-called full-service concept (having various products distribute as much as possible by as uniform an organisation as possible) can be realised in practical terms. After that the final organisation and the different phases of the project can be decided upon and the placement of all employees can be completed. The ultimate goal is the creation of an efficient logistic organisation that makes optimal use of the synergy potential within the group in the area of distribution so as to be able to cope with the growing distribution problems and to remain open to commissions from and collaboration with third parties. A C T I V I T I E S O U T S I D E A M S T E R DA M Hollandse Huis-aan-huisbladen Combinatie The millennium year 2000 was an excellent year for the Hollandse Huis-aan-huisbladen Combinatie B.V. (HHC). The undiminished strength of the economy again boosted growth of, inter alia, the turnover of De Holland Combinatie (HHC’s central selling organisation) and staff advertising turnover. The turnover increased from NLG 116 million in 1999 to over NLG 128 million in 2000. As a result, profit realised by this division also went up considerably. All publishers made a substantial contribution to this. The rise in advertising volume is attributable to the weekday publications; the average level of the Sunday papers remained virtually unchanged. Delivery, which was also a source of concern in the year 2000, required much attention and effort, resulting in higher costs. In 2001, implementation of (and by extension responsibility for) delivery will be assigned to Logistiek B.V. A joining of forces will have to result in the desired quality of door-to-door paper delivery. In 2000, an extra edition of the Sunday morning paper (‘Amstelmeer’) was added to the existing Den Helder and Schagen editions. On 1 January 2001, the areas of ’Nieuwsblad De Kennemer’ and ’Nieuwsblad voor Castricum’ were selected for a further refinement of the edition system based on a tailor-made approach. This will also remove the overlap existing in part of these areas. 24 Hollandse Dagbladcombinatie 2000 was again an eventful year for Hollandse Dagbladcombinatie B.V. (HDC). Some important elements were: the relocation of Drukkerij Noordholland (DNH) from Hoorn to Alkmaar, the extension of the existing press and the commissioning of the new press at the new site. The intensive preparations for the merger of daily newspaper publishers Damiate and De Gooien Eemlander to form one publisher of regional afternoon and evening newspapers of a sufficient scale. The merger of the distribution organisations of HDC, InterHolland Verspreiders (IHV), and a number of departments of the publishers handling the distribution of daily and weekly newspapers, with the above-mentioned Logistiek B.V. The establishment of Regio-i in which HDC, Media Groep Limburg and Noordelijke Dagblad Combinatie Holding B.V., together with N.V. Holdingmaatschappij De Telegraaf have joined forces in the area of regional Internet activities. Most of these factors also impacted the financial result achieved by HDC in 2000. Also without the effect of a lower printing rate for Telegraaf group orders on the one hand and the transfer of the profitable prepress activities to sister company HHC on the other, the operating result for 2000 was markedly lower. If HDC’s core activities are viewed separately, it may be concluded that the result of the daily newspapers was better than in 1999. The weeklies sustained a smaller loss. However, rising delivery costs resulted in a lower result at IHV. The Internet activities did not make a positive contribution to the profit yet. Circulation of Noordhollands Dagblad stagnated at a level slightly below that of year-end 1999. The decline in circulation of the Damiate publications amounted to approximately 1% and that of ’De Gooi- en Eemlander’/’Dagblad van Almere’ to 3%, the same figure as the year before. The latter papers were given a totally new look in November. In 2000, the advertising volume of the HDC dailies again benefitted from the booming staff advertising market. However, volumes in the regional and local markets were under pressure. The main investments related to the printing presses in Alkmaar. The introduction of a new administrative advertising system for all HDC publishers was completed in the course of the year; the initial problems, while considerable, were not insurmountable. Media Groep Limburg All Limburg activities have been incorporated into Gemeenschappelijk Bezit van Aandelen Limburgs Dagblad B.V., the name of which was changed to Media Groep Limburg B.V. (MGL) on 1 January 2001. The organisation comprises Uitgeversmaatschappij Limburgs Dagblad B.V. and Uitgeversmaatschappij De Limburger B.V. The decision of the NMa regarding the acquisition of Uitgeversmaatschappij De Limburger was tied to a number of conditions, which included the disposal of Limburger Weekbladpers and Huiskrant. Both activities have since been sold subject to the condition that the result will be for the 25 account and the risk of the buyers with effect from 1 January 2001. The printing contract of the newspapers belonging to the Limburger Weekbladpers will be continued for a term of seven years. In the autumn of 2000, it was decided to dispose of the loss-making cable TV information service of TV Gazet. The sale was effected through a management buy-out. On 1 January 2001, the activities of Reclameverspreidbureau Spiral B.V. were incorporated into Logistiek B.V., Amsterdam. Furthermore, in 2000 the initial move was made towards the establishment of a new Internet company, i-Media Limburg. In addition, an interest was acquired in Regio-i, a nation-wide collaborative agreement between Noordelijke Dagblad Combinatie Holding B.V., Hollandse Dagbladcombinatie B.V. and N.V. Holdingmaatschappij De Telegraaf. Besides the disposal or termination of a number of loss-making activities, the company also took steps to improve the result in the near and more distant future. For instance, the advertising business and the staff departments of both newspapers were combined in one enterprise and it was decided to close down the newspaper printing business in Maastricht in 2003. The offices in Maastricht and Heerlen will be combined to form a new head office based at Sittard. Uitgeversmaatschappij Limburgs Dagblad Owing to stringent cost-reducing measures, the result of Limburgs Dagblad, including De Kempen Pers B.V., Reclameverspreidbureau Spiral B.V. and Uitgeversmaatschappij De Trompetter B.V. rose considerably compared to 1999. The advertising volume of Limburgs Dagblad fell by around 4%. Paid circulation decreased by 1.9%. The result of the newspaper printing business at Heerlen improved, owing in particular to better margins. A provision for reorganisation in connection with the transfer of prepress activities of Uitgeversmaatschappij De Trompetter to third parties was charged to the result. The result of De Kempen Pers improved compared to the 1999 figure as a result of higher turnover and a better margin. The 2000 result achieved by Reclameverspreidbureau Spiral was down from the year-earlier figure due to shrinking margins, higher staff costs and higher depreciation. The result of Uitgeversmaatschappij De Trompetter mainly improved owing to a higher turnover in 2000 compared to 1999. As a result of the NMa decision, the shares of this company were transferred to N.V. Holdingmaatschappij De Telegraaf at year-end 2000. Uitgeversmaatschappij De Limburger Not until May 2000, nearly nine months after the letter of intent concerning the takeover of ’De Limburger’ was signed with Wegener N.V., did NMa grant the Telegraaf company permission for this takeover. The result of UDL has been included in the consolidation from that date on. Goodwill amounting to NLG 332 million will be charged to the result over a period of twenty years, starting on 22 May 2000. The takeover balance sheet includes a provision for the necessary reorganisations. Paid circulation of ‘Dagblad De Limburger’ declined by 0.9%. In contrast, the advertising volume rose by more than 4%, partly owing to the supply of staff-wanted ads. 26 With advertising volume on the decline, the year 2000 was disappointing for Limburger Weekbladpers and TV Gazet. UDL’s operating profit for the whole of 2000 was higher than in 1999. Biegelaar Groep General The group realised a turnover of approximately NLG 235 million for the year 2000, which is virtually equal to the turnover figure for 1999. Of this turnover, around NLG 63 million related to turnover connected with the Telegraaf company (1999: NLG 70 million). The operating profit rose by approximately 4%. The year under review was dominated by the work involved in shaping the future plans of the individual businesses, the starting points being the utilisation of the synergy between the various activities and greater profitability. For instance, the after-press activities of Nederlands Drukkerij Bedrijf B.V. (NDB) were transferred to Franken B.V. in the course of 2000 and a four-shift system was introduced at both Biegelaar en Jansen B.V. and NDB. Biegelaar en Jansen Throughout 2000, production at the printing business of Biegelaar en Jansen was based on a four-shift system. The effects of this showed up positively in the result. Efficiency was higher and the amount of hours worked overtime decreased. The turnover of this enterprise increased by nearly 5% compared to 1999. This was mainly attributable to new customers, including a growing share in the international market. Compared to 1999, the result declined slightly due to margin erosion and higher costs in connection with the implementation of the Master Plan. This plan requires an outlay of approximately NLG 100 million for the replacement of a press and extension of the after-press equipment, as well as improvement of the infrastructure. In the second quarter of 2001, most of the plan will have been implemented. Nederlands Drukkerij Bedrijf In 2000, notwithstanding a 9% decrease in turnover compared to 1999, the operating profit still showed a rise owing to increased efficiency (among other things through the introduction of a four-shift system) and cost control. During the financial year, the bindery activities were disposed of and for the greater part incorporated into Franken. In 2000, land was bought at Zoetermeer for the construction of new accommodation and a start was made with the development of a building plan. Drukkerij Van Ketel The 2000 budget anticipated a slight rise in turnover, with compensation for the loss of the (newspaper) rotary printing (as compared to the 1999 situation) to be found in the market for third parties. At the beginning of 2000, the commercial department was reinforced for this purpose. In combination with strict cost control the positive objective for the 2000 result was achieved. 27 Franken Turnover increased by approximately 10.0% compared to the 1999 figure, mainly as a result of the transfer of NDB’s after-press activities. Due to expenses involved in catching up on overdue maintenance of equipment and in staff training, the year 2000 was closed with a loss. The company is anticipating a positive result in 2001. The investment programme started up in the year 2000 will be completed in 2001. This will lay the groundwork for the company’s future in which Franken will focus on two important turnover pillars: the market for large volume stapling and packing orders and the market for special ’direct marketing’ productions and personalisation. PA RT I C I PAT I N G I N T E R E S T S Media Groep West Media Groep West B.V. (MGW) is a 90% participating interest of N.V. Holdingmaatschappij De Telegraaf. The remaining 10% stake is held by UPC Nederland B.V. MGW controls three enterprises, viz. NieuwsNet 9, SBS 6 Text and Mobillion. NieuwsNet 9 Operation of the cable TV information service serving the Greater-Amsterdam and ’t Gooi areas has been incorporated into NieuwsNet 9. In 2000, activities were slightly loss-making. In 2000, the NieuwsNet 9 cable TV information service was no longer recommended for inclusion in the basic programming package by ’Stichting Algemene Programmaraad’. This effectively means that the station has to cease operations. After many hearings before various bodies, the continued existence of this division still hangs in the balance. ’Stichting Algemene Programmaraad’ is expected to give a recommendation on the broadcasting channel division in 2001. SBS 6 Text This general partnership produces teletext pages for the SBS 6 and Net 5 TV stations. As in 1999, these activities contributed significantly to MGW’s result. Initially scheduled for the year 2000, the introduction of BeursNet 5, a joint venture of ’De Financiële Telegraaf’ on the Internet and Net 5, got off to a start at the beginning of 2001. In 2001, further growth is expected in staff and car advertising via teletext, mobile telephony and the Internet. Mobillion Mobillion B.V., owned by MGW (70%) and the management (30%), is a content provider/content organiser engaging in the development, production and operation of added value services for users of mobile telephony networks. The service supply employs interactive voice-response (regular mobile number services), SMS (short message services) and (to a limited extent) WAP (Wireless Application Protocol). 28 In the first full year of its life, Mobillion was already profitable, with turnover amounting to over NLG 6 million. A British venture, Mobillion UK Ltd has since been established, 51% of the shares in which are held by Mobillion B.V. Mobillion will extend its activities to other markets as well in the course of 2001. SBS Broadcasting In 2000, SBS Broadcasting B.V. realised a profit of NLG 29.2 million as compared to NLG 11.8 million in 1999. Our 30% share in the result of this company, amounting to NLG 8.8 milllion is shown under income from participating interests. The rise in profit is attributable to a larger market share of both SBS 6 and Net 5, the second station started in 1999. In view of the availability of (tax) loss carry-forwards, no account has been taken of corporation tax in the determination of the result. No dividend was distributed for 2000. In 2000, the combined advertising market share of SBS 6 and Net 5 stood at 21.3%, as compared to 19.5% in 1999. Average ratings amounted to 17.7% as compared to 15.4% in 1999. Wegener In 2000, N.V. Holdingmaatschappij De Telegraaf bought NLG 100 million worth of shares in Wegener, consisting of NLG 60 million in depositary receipts for ordinary shares and NLG 40 million in depositary receipts for 6.84% cumulative preference shares as part of the issue floated by Wegener for the acquisition of VNU Dagbladen B.V. This brings the interest in Wegener N.V. to a total of 9,110,690 depositary receipts for ordinary shares of 0.30 par value (20.5%) and 2,593,030 depositary receipts for cumulative preference shares of 0.30 par value (32.1%) as at 31 December 2000. The cash dividend received on ordinary shares and the pro rata share in the preference dividend for the period from 27 April to 31 December 2000 are shown under ’income from participating interests’. 29 PROSPECTS In the period from 1 January to 25 February 2001, the result lagged considerably behind the figure for the corresponding period in 2000. Advertising volume of daily newspaper ’De Telegraaf’ fell by around 10%. This decrease is attributable in particular to the categories of staff and national brands and services advertising. Advertising turnover at the regional newspapers was also under pressure. In contrast, advertising turnover realised by the door-to-door papers developed positively. In 2001, wage costs will continue to rise as a result of the pay increases provided for in the new collective labour agreements, as mentioned earlier in this report. Newsprint prices, too, will rise sharply and delivery costs may be expected to see a substantial increase. In 2001, the costs connected with the establishment of a company-wide logistic division will still be considerable. The expected profit contribution by ’Sp!its’ and the improvement of the result of the regional daily newspapers in Limburg owing to greater synergy will have a positive effect. Furthermore, the annual amortisation of goodwill on the special interest magazines acquired in 1996 (a net amount of NLG 14 million) lapsed at the beginning of 2001. In summary, the developments outlined above, and assuming an advertising volume equal to that in 2000, the net profit for 2001 could reach the 2000 level. However, as we do not know whether the above-mentioned decrease in advertising turnover during the first two periods of 2001 is of an incidental or a structural nature, it is as yet impossible to make a reliable statement about the company’s profit expectation for the year 2001. An intensive campaign of cost reductions has since been launched, mainly targeting staff and other costs. The development of the Internet activities will be temporised. Managing Board L.G. van Aken F. Th.J. Arp W.O. Kok J. Olde Kalter H. Schor (until 28 February 2001) A.J. Swartjes Amsterdam, 20 March 2001 31 ANNUAL ACCOUNTS C O N SO L I DAT E D B A L A N C E S H E E T (after distribution of profit) In thousands of guilders. 31 December 2000 31 December 1999 Intangible fixed assets 409,375 119,809 Tangible fixed assets 756,845 654,335 Financial fixed assets 199,037 83,997 Fixed assets 858,141 1,365,257 Total fixed assets Current assets Inventories 29,286 33,293 Receivables 254,755 231,608 31,160 33,586 Liquid assets 109,211 486,828 Total current assets 424,412 785,315 605,489 544,093 Securities Current liabilities Current assets net of current liabilities – Long-term liabilities Provisions Shareholders’ equity 181,077 241,222 1,184,180 1,099,363 6,971 360 75,228 59,890 1,039,113 1,101,981 1,184,180 32 1,099,363 C O N SO L I DAT E D P R O F I T A N D L O SS A C C O U N T In thousands of guilders. 2000 Turnover – Changes in work-in-progress Net turnover 1999 1,788,331 1,589,528 798 86 1,787,533 1,589,614 Raw and auxiliary materials 299,191 283,878 Wages and salaries 501,322 435,982 Social security charges 106,841 102,174 Depreciation of tangible fixed assets Other operating costs 93,867 88,032 562,936 451,460 Total operating expenditure Operating profit before depreciation of goodwill Depreciation of goodwill Operating profit after depreciation of goodwill 1,361,526 223,376 228,088 46,266 32,827 177,110 195,261 6,543 12,498 Interest income 8,415 14,850 Income from securities 1,916 Income from participating interest – 1,564,157 Changes in value of securities Interest charges – 1,438 35 – 658 5,844 – 3,620 – Balance of financial revenues and charges Pre-tax result from ordinary trading Tax on the result from ordinary trading After-tax result from ordinary trading Extraordinary items before tax – 2,021 24,508 175,089 219,769 68,111 76,960 106,978 142,809 203 – —.— Tax on extraordinary result 12 – Extraordinary result after tax 34 203 – 22 106,775 142,787 Other reserves 62,676 91,338 Dividend 44,099 51,449 106,775 142,787 NLG 2.03 NLG 2.72 Result after tax Profit distribution: Profit per share 33 P R I N C I P L E S O F C O N SO L I DAT I O N , VA LU AT I O N A N D D E T E R M I N AT I O N O F T H E R E S U LT 1. Consolidation criteria The consolidated accounts combine the financial data for the parent company N.V. Holdingmaatschappij De Telegraaf and its group companies. Consolidation is effected in accordance with the principles of valuation and determination of the result of the parent company. The financial data of the group companies are fully included in the consolidated annual accounts after elimination of intercompany relations and transactions. Minority interests in shareholders’ equity and in the result of group companies are shown separately in the consolidated annual accounts. The results of newly acquired group companies are included in the consolidated annual accounts. The results of newly acquired group companies are included in the consolidation from the date of acquisition. The results of participating interests disposed of by the company are included in the consolidation up to the disposal date. In respect of the company profit and loss account of N.V. Holdingmaatschappij De Telegraaf use has been made of the exemption provided for in section 402, Book 2, of the Dutch Civil Code. 2. Translation of foreign currencies The balance sheet items and results from activities in Belgium are translated at the fixed exchange rate effective since 1 January 1999 (BEF 100 = NLG 5.46). The participating interest in Sweden is considered an independent foreign entity. The assets and liabilities of this interest are translated at the price prevailing on the balance sheet date, while results are translated at the average price at the time of the transactions; the resulting difference is taken directly to shareholders’ equity. 3. Change in accounting policies Up to and including 31 December 1999, goodwill paid on acquisitions outside the core activities was charged to shareholders’ equity. However, in view of the change in generally accepted standards concerning the goodwill accounting, it is no longer considered acceptable to charge goodwill to shareholders’ equity. For the above reason, all goodwill paid on acquisitions after 1 January 2000 is amortised and charged to the result over a maximum period of twenty years. In 1999 and 2000, no acquisitions were made outside the company’s core activities. This means that the change in accounting policies does not affect the size and composition of shareholders’ equity or the result. The goodwill previously charged directly to shareholders’ equity has not been capitalised with retroactive effect. 4. Valuation Intangible fixed assets Goodwill, being the amount paid in excess of the value and arising on the acquisition of participating interests, 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. 34 Tangible fixed assets These assets are valued at cost less straight-line depreciation, based on the economic life expectancy. These rates are: 4 to 5% a year on business premises depending on their nature or purpose. 10 to 20% a year on plant and machinery. 20% a year on all other operational fixed assets. operational fixed assets subject to rapid technical and/or economic obsolescence are written off over a period of three years. ground rent bought off is written off over the ground lease term in question. land is not subject to depreciation. Fixed assets under construction are valued at the amounts contracted for construction projects, plant and machinery. Financial fixed assets Participating interests on which N.V. Holdingmaatschappij De Telegraaf is able to exert significant influence are valued at their proportion of the net value asset, calculated in accordance with the parent company’s accounting principles. The other participating interests are stated at the lower of cost and market value. Long-term receivables are stated at their nominal value less any provisions deemed necessary. Inventories Inventories of paper, where it concerns quantities that were also in stock in previous years, are valued at the lower of cost price prevailing during those years and market price as at the balance sheet date, and where it concerns the surplus, at the lower of cost price and market price. The other inventories are valued at the lower of purchase price and market value. A provision is being set up for unsaleable stocks. The item work-in-progress relates to printed matter in production, valued at predetermined cost. This includes labour costs, material consumption, machinery costs, plus a surcharge for indirect costs. Receivables Receivables are shown at nominal amounts less provisions for bad debts where necessary. Securities Securities are shown at the lower of cost and market price as at the balance sheet date. Liquid assets These are stated at nominal amounts. Current and long-term liabilities The current and long-term liabilities are stated at nominal amounts. Provisions The provision for deferred taxation relates tot the deferred tax liability arising from the difference between the valuation of assets and liabilities for commercial and tax purposes. Any deferred tax receivables are set off against deferred tax commitments. Calculation of this liability, which is shown at nominal value, is based on the current company tax rate. 35 The provision for early retirement is stated at the cash value of the commitment to supplement amounts in excess of the early retirement benefit limit. The commitment to supplement covers a period of three to five years up to the age of 65. The provision is determined on an actuarial basis of 5%. The provision for supplementary retirement benefits consists of the cash value of the retirement benefits allowed and the pension contributions of employees who have been sick over a long period, plus the cash value of the share of the health insurance of pensioners payable by the company. The provision is determined on an actuarial basis of 4% (employees sick over a long period) or 5% (pensioners), respectively. The provision for supplementary disability benefits comprises the allowance payable on top of the salary of employees whose employment is terminated in connection with the granting of a disability allowance under the Invalidity Insurance Act. The provision is determined on an actuarial basis of 5%. The provision for reorganisations relates namely to the takeover of Uitgeversmaatschappij De Limburger B.V. on 15 May 2000. The provision concerns removal, retraining and additional training, employment-finding and redundancy compensation commitments. In calculating the goodwill, this provision has been taken into account. 5. Determination of the result The turnover is the proceeds charged to third parties and arising from services provided to third parties during the financial year after allowing for VAT and discounts. Profits are taken only insofar as they are realised as at the balance sheet date. Costs and risks incurred before the end of the financial year are taken into account insofar as they can be anticipated. The share in the result for the financial year is shown under ’income from participating interests’ where it concerns participating interests on which the company is able to exert significant influence. In respect of the other participating interests, dividend received is also shown under income from participating interests; if any dividend is receivable on preference shares, this shall be attributed to the year in which the right to such dividend arose, unless receipt is uncertain. Company tax is calculated on the result, taking into account tax allowances, including the substantial holding exemption, and allowing for amounts that are not tax-deductible. The difference with the amount in tax payable according to the profit calculation for tax purposes is shown in the provision for deferred taxation. Extraordinary income and expenditure are generated by actions and events that are not associated with the company’s normal business operations and that, as a result, bear a non-recurrent character. 6. Consolidated cash flow statement The cash flow statement is prepared in accordance 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 translated 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. 36 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. 7. Segmented information Segmented information is stated on the basis of the same accounting policies as those underlying the statement and presentation of the consolidated annual accounts. Assets used jointly by two or more segments are only being attributed to the segments if the income and expenditure relating to these assets are likewise being attributed to these segments. The corporate segments are used as primary segmentation basis. 8. Earnings per share Earnings per share are being determined by dividing the portion of the profit for the financial year available to ordinary shareholders by the weighted average number of ordinary shares outstanding during the financial year. 37 N O T E S T O T H E C O N SO L I DAT E D B A L A N C E S H E E T In thousands of guilders, unless otherwise stated. Fixed assets 31 December 2000 31 December 1999 Intangible fixed assets 409,375 119,809 119,809 146,495 335,832 8,442 Less: – Depreciation charged to result 46,266 32,827 – Change in valuation Wegener —.— 2,006 – Other changes —.— 295 409,375 119,809 Goodwill Changes in intangible fixed assets: Position at beginning financial year Add: – Goodwill paid on acquisition or expansion of participating interests Position at end financial year Financial year 2000 Purchase cost Depreciation Book value up to 2000 up to 2000 up to 2000 Tangible fixed assets Land and buildings* 650,427 330,216 320,211 Plant and machinery 750,172 581,752 168,420 Other fixed assets 243,492 183,030 60,462 Fixed assets under construction 207,752 —.— 207,752 1,851,843 1,094,998 756,845 Purchase cost Depreciation Book value up to 1999 up to 1999 up to 1999 Financial year 1999 Tangible fixed assets Land and buildings* 530,392 296,957 233,435 Plant and machinery 706,512 560,663 145,849 Other fixed assets 230,509 176,124 54,385 Fixed assets under construction 220,666 —.— 220,666 1,688,079 1,033,744 654,335 *These items include the ground rent bought off in respect of the business sites of the group companies in Amsterdam. As at 31 December 2000, the book value of this amounts to NLG 10,665,000 (previous year: NLG 11,050,000). 38 Changes in tangible fixed assets: Book value 1-1-2000 Land Plant Other Fixed and and fixed assets under buildings machinery assets construction Total 654,335 233,435 145,849 54,385 220,666 Acquisitions 35,789 9,108 3,854 32 48,783 Investment 13,289 12,920 34,922 95,670 156,801 Divestment – Depreciation – 1,898 – 22,794 Assets under construction put into operation Book value 31-12-2000 – 1,111 – 2,166 43,936 – 31,169 62,390 45,590 636 320,211 168,420 60,462 – —.— – 5,175 —.— – 97,899 108,616 —.— 207,752 756,845 Buildings are insured on the basis of reinstatement value, the other assets on the basis of the cost of new construction. The amount covered by insurance is NLG 1,715 million (previous year: NLG 1,661 million). The item fixed assets under construction relates to buildings and/or plant and machinery at: B.V. Rotatiedrukkerij Voorburgwal, Hollandse Dagbladcombinatie B.V., Biegelaar Groep B.V., B.V. Dagblad De Telegraaf, Hollandse Huis-aan-huisbladencombinatie B.V. and Media Groep Limburg B.V. 31 December 2000 31 December 1999 Financial fixed assets Non-consolidated participating interests Wegener N.V., Apeldoorn (20.5%, previous year 20.6%) 160,006 60,006 C.V. Regionale Uitgevers Zuid-Holland West, Berkel en Rodenrijs (17%) SBS Broadcasting B.V., Amsterdam (30%) TV Krant Nederland, Den Helder (9.6%) 9 9 26,848 18,082 24 95 Hollands Omroepbedrijf Holding B.V. —.— 109 V.o.f. SBS 6 Text, Amsterdam (50%) —.— 2,413 De Nationale Regiopers C.V. (19.6%) 286 966 WOON TV Amsterdam v.o.f. —.— 74 Autobytel Nederland v.o.f., Almere (37.5%) 1,084 —.— NWI Services B.V., De Bilt (20%)/ Interactive Real Estate.com B.V., Hilversum (50%) Amse B.V., Arnhem (5%)/Zoomnet B.V., Zaltbommel (50%) Exploitatiemaatschappij Nr. 1 B.V., Buchten/Born (40%) 7 —.— 5,004 —.— 130 —.— Omroepbedrijf Limburg B.V., Maastricht (45%) 58 —.— Televisiebedrijf Limburg B.V, Maastricht (45%) 1,402 —.— 194,858 81,754 661 —.— As at 31 December 2000, the market value of the package of Wegener N.V. shares amounted to approximately NLG 275 million (share price 13.70). Receivables from participating interest Other long-term receivables Total financial fixed assets 39 3,518 2,243 199,037 83,997 Movements in financial fixed assets: Receivables Other participating from participating Other interests interests receivables Position at 1 January 2000 Total 81,754 —.— 2,243 83,997 Add: – Investment/acquisitions 125,110 9,161 2,767 137,038 – Change in valuation 10,534 8,500 —.— 2,034 —.— 22 22 – Interest Less: – Share in the result – Distribution/repayment Position at 31 December 2000 —.— – 15,317 —.— —.— 15,317 7,223 —.— 1,514 8,737 194,858 661 3,518 199,037 Current assets 31 December 2000 31 December 1999 Inventories Raw materials 21,487 27,227 Auxiliary materials 3,195 2,942 Work in progress 4,604 3,124 29,286 33,293 Trade receivables 227,230 188,941 Other receivables 2,965 2,022 Accrued income 24,560 40,645 254,755 231,608 31,160 33,586 106,816 145,578 2,395 341,250 109,211 486,828 The purchase cost of the stock of raw materials amount to NLG 23,382,000 (previous year: NLG 28,924,000). Accounts receivable Securities Government bonds Liquid assets Cash and bank balances Short-term deposits Liquid assets are freely available. 40 Current liabilities 31 December 1999 31 December 2000 88,427 63,147 149,826 165,840 Taxes and social insurance premiums 44,419 37,912 Company tax 15,171 9,108 Prepaid subscriptions Suppliers 4,999 7,007 44,099 51,449 2,194 1,991 Pension liabilities Dividend Other liabilities 342 65 256,012 207,574 605,489 544,093 Minority interest Accruals and deferred income Long-term liabilities 31 December 1999 31 December 2000 360 6,971 Liabilities This is a loan of NLG 260,000 repayable in full in 2006, and a loan of NLG 100,000, repayable in full in 2008 (7% interest), plus any locked-up staff deposits at Dagblad De Limburger in connection with the salary savings scheme. Provisions 31 December 2000 31 December 1999 Deferred taxation 17,613 7,366 Early retirement 33,730 30,339 Pension allowance supplements 13,664 12,772 Disability benefit supplements 10,221 9,413 75,228 59,890 Short-term commitments amount to approximately NLG 5,881,000 (previous year: NLG 4,596,000). Shareholders’ equity For the notes to shareholders’ equity, please refer to the balance sheet of N.V. Holdingmaatschappij De Telegraaf. 41 N O T E S T O T H E C O N SO L I DAT E D P R O F I T A N D L O SS A C C O U N T In thousands of guilders, unless otherwise stated. 2000 1999 Net turnover 1. Breakdown of the net turnover by business segments: 1,607,963 1,421,934 171,388 165,371 8,182 2,309 1,787,533 1,589,614 1,734,543 1,543,248 46,251 40,372 6,739 5,994 1,787,533 1,589,614 285,266 263,346 13,925 20,532 299,191 283,878 501,322 435,982 Amsterdam businesses 2,336 2,134 Hollandse Dagbladcombinatie B.V., Haarlem Publishers Printing products (not newspaper-related) Other activities 2. Breakdown of the net turnover by geographical area: The Netherlands EU states Other European states Raw and auxiliary materials Paper and ink Auxiliary materials Wages and salaries In 2000 and 1999, the average work force totalled 5,785 and 5,258, respectively. Breakdown of the work force by operating company as at year-end: 1,457 1,563 Hollandse Huis-aan-huisbladen Combinatie B.V., Amsterdam 560 469 Media Groep Limburg B.V., Heerlen 908 350 Biegelaar Groep B.V., Maarssen 534 555 7 6 Media Groep West B.V., Amsterdam 27 21 TTG Sverige AB, Stockholm 25 24 De Trompetter B.V., Roermond 94 91 122 124 6,070 5,337 De Telegraaf Belgium, Brussels Spiral B.V., Horst In 2000, the remuneration (including pension and early retirement benefits) of the members of the Managing Board included in the wages and salaries amounted to NLG 6,449,000 ( (previous year: NLG 5,476,000). Remuneration amounting to NLG 232,500 in 2000 (previous year: NLG 202,500) for Supervisory Board members is also shown under this heading. As at 31 December 2000, members of the Supervisory Board held a total of 21,932 shares/depositary receipts, members of the Managing Board held a total of 16,595 shares/depositary receipts in N.V. Holdingmaatschappij De Telegraaf. 42 1999 2000 Social insurance contributions Pension charges 42,001 41,133 Other social security charges 64,840 61,041 106,841 102,174 Land and buildings 22,794 21,878 Plant and machinery 43,936 42,748 Other fixed assets 31,169 25,964 Depreciation of tangible fixed assets 97,899 Result disposed tangible fixed assets – 90,590 – 4,032 2,558 93,867 88,032 68,111 76,960 Tax on result from ordinary trading Company tax Note to company taxation Result before tax 219,735 174,886 Company tax on this at the prevailing rate (35%) 76,907 61,210 Company tax in conformity with the consolidated profit and loss account:1 76,960 68,111 – on the result on ordinary activities – —.— – on the extraordinary result 12 76,948 68,111 Difference in tax burden – 6,901 – 7,487 – 41 – 4,243 This difference is built up as follows: 638 645 – tax allowances – non tax-deductible amounts (notably depreciation of goodwill) – balance of the result falling under the substancial holding exemption – 59 – 6,901 3,564 – 41 Extraordinary result before tax 410 —.— Extraordinary revenue Extraordinary expenditure 2 – 203 – 444 – 203 – 34 Profit per share In 2000, the total number of shares averaged 52,500,160 (1999: 52,500,160). Net profit for 2000 amounted to NLG 106,775,000 (1999: NLG 142,787,000). The profit per share amounts to in 2000 NLG 2.03 (1999: NLG 2.72). 1 Company tax in conformity with the consolidated profit and loss account includes an allocation of NLG 3.4 million (1999: NLG 2.9 million) to the provision for deferred taxation. 2 Extraordinary expenditure includes among others the third-party minority interest in the result of Media Groep West B.V. 43 C A S H F L O W S TAT E M E N T (consolidated) In thousands of guilders. 1999 2000 Cash flow from operational activities 195,261 177,110 Operating profit Adjustments for: – changes in short-term receivables 123,417 144,165 – depreciation – – changes in inventories – changes in debts to suppliers and other current liabilities – changes in provisions Cash flow from business operations Dividend received from participating interests 1,018 – 4,626 – 2,176 35,024 25,999 2,674 4,276 362,581 287,399 8,774 6,430 12,668 4,465 Interest received/paid 59,378 Paid in respect of extraordinary result – 203 – 34 Tax on profit – 63,819 – 80,897 225,566 311,798 Cash flow from operational activities Cash flow from investment activities – 331,787 – other financial fixed assets – 126,145 – 1,042 Capital expenditure – 156,801 – 216,279 Changes in investment creditors – 31,897 73,323 5,175 1,755 Investment in intangible fixed assets 3,825 Acquisition/divestment of group companies and Divestments of tangible fixed assets Cash flow from investment activities – 641,455 – 329,657 – 146,068 79,498 Cash flow from financing activities Dividend paid – Changes in long-term liabilities – 51,449 100 835 Cash flow from financing activities – Exchange rate differences Changes in liquid assets (including securities) – 45 51,449 50,614 – 51,349 228 – 653 380,043 27,496 I N F O R M AT I O N BY B U S I N E SS S E G M E N T S In thousands of guilders. 2000 1999 Turnover by segments Publishers Total turnover publishers Less: – Intersegments turnover 1,609,072 1,422,752 1,109 818 1,607,963 1,421,934 Printing products Total turnover printing products 234,626 Less: – Intersegments turnover 63,238 235,416 70,045 171,388 165,371 Other activities Total turnover other activities 8,182 Less: – Intersegments turnover —.— 2,309 —.— Net turnover 8,182 2,309 1,787,533 1,589,614 Result by segments Publishers Result publishers before depreciation of goodwill 237,914 Less: – Depreciation of goodwill 239,279 45,304 31,960 192,610 207,319 Printing products Result printing products before depreciation of goodwill 11,500 Less: – Depreciation of goodwill 11,058 803 803 10,697 10,255 Other activities Result other activities before depreciation of goodwill – Less: – Depreciation of goodwill 1,210 – 159 64 – Result segments after depreciation of goodwill Less: – Non-allocated costs Operation profit after depreciation goodwill 46 714 1,369 – 778 201,938 216,796 24,828 21,535 177,110 195,261 31 December 2000 31 December 1999 Assets by segments Publishers Total assets publishers Less: – Intersegments assets 1,418,594 1,400,338 95,993 43,015 1,322,601 1,357,323 Printing products Total assets printing products Less: – Intersegments assets 263,134 207,423 7,654 9,421 255,480 198,002 Other activities Total assets other activities Less: – Intersegments assets 11,849 7,476 —.— —.— Non-allocated Total assets 11,849 7,476 199,739 80,655 1,789,669 1,643,456 Commitments by segments Publishers Total commitments publishers 469,904 Less: – Intersegments commitments 388,851 7,654 9,421 462,250 379,430 Printing products Total commitments printing products 157,498 Less: – Intersegments commitments 94,878 107,487 41,900 62,620 65,587 Other activities Total commitments other activities 9,159 Less: – Intersegments commitments 1,115 6,369 1,115 8,044 5,254 Non-allocated 154,774 154,072 Total commitments 687,688 604,343 Investment Investment Depreciation Depreciation 2000 1999 2000 1999 420,883 170,056 122,035 104,265 70,483 54,124 17,432 16,361 1,267 541 666 233 492,633 224,721 140,133 120,859 Intangible and tangible fixed assets by segments Publishers Printing products Other activities 47 N.V. HOLDINGMA ATSCHAPPIJ DE TELEGR A AF BALANCE SHEET In thousands of guilders. 31 December 2000 31 December 1999 Fixed assets Intangible fixed assets Goodwill 3,662 27,149 838 —.— 1,212,834 1,122,432 31,852 18,082 Tangible fixed assets Other fixed assets Financial fixed assets Group companies Other participating interests Other receivables 1,000 1,000 1,245,686 1,141,514 Total fixed assets 1,168,663 1,250,186 Current assets Receivables Accrued income 2,353 192 Total current assets 2,353 192 Current liabilities 45,000 —.— Company tax 1,949 8,949 Tax and premiums social insurance contributions 1,170 1,950 Banking institution Pension liabilities Dividend Accrued liabilities —.— 307 44,099 51,449 23,353 33,215 115,571 95,870 – Current assets net of current liabilities – 113,218 95,678 1,072,985 1,136,968 Provisions Deferred taxation 1,801 3,533 Early retirement 33,186 30,339 33,872 34,987 Shareholders’ equity 26,250 26,250 Issued capital Statutory reserves Other reserves 48 222 30 1,075,509 1,012,833 1,101,981 1,039,113 1,136,968 1,072,985 P R O F I T A N D L O SS A C C O U N T In thousands of guilders. 2000 1999 155,332 Net income from participating interests – Other net income and expenditure 48,557 106,775 Result after tax 49 182,321 – 39,534 142,787 NOTES TO THE BALANCE SHEET A N D P R O F I T A N D L O SS A C C O U N T In thousands of guilders, unless otherwise stated. For the general accounting principles and the principles for the valuation of assets and liabilities and the determination of the result, reference is made to the notes to the consolidated balance sheet and profit and loss account. Group companies are shown at their net asset value. Fixed Assets 2000 1999 Intangible fixed assets Goodwill Book value as at 1 January 27,149 Acquisitions 44,587 —.— Depreciation charged to the result – Book value as at 31 December 23,487 3,662 Financial fixed assets Group companies with registered offices This item includes the following group of companies and receivables in respect of these group companies. B.V. Dagblad De Telegraaf, Amsterdam B.V. De Courant Nieuws van de Dag, Amsterdam B.V. Rotatiedrukkerij Voorburgwal, Amsterdam B.V. Beleggingsmaatschappij Voorburgwal, Amsterdam Franken Beleggingsmaatschappij B.V., Deventer De Telegraaf Tijdschriften Groep B.V., Amsterdam De Telegraaf Transport B.V., Amsterdam TTG Sverige AB, Stockholm B.V. Agentenadministratiekantoor ’t Gooi, Hilversum Drukkerij Van Groenigen B.V., Haarlemmermeer Media Groep West B.V., Amsterdam (90%) Mobillion B.V., Amsterdam (70%) Uitgeversmaatschappij Hollands Noorderkwartier B.V., Amsterdam BasisMedia B.V., Amsterdam Biegelaar Groep B.V., Maarssen Biegelaar en Jansen B.V., Maarssen Drukkerij Van Ketel B.V., Schagen Nederlands Drukkerij Bedrijf B.V., Zoeterwoude Franken B.V., Deventer Hollandse Dagbladcombinatie B.V., Haarlem Dagbladuitgeverij Damiate B.V., Haarlem Verenigde Noordhollandse Dagbladen B.V., Alkmaar InterHolland Verspreiders B.V., Alkmaar 50 5,969 – 23,407 27,149 B.V. Drukkerij Noordholland, Hoorn Houdstermaatschappij De Gooi- en Eemlander B.V., Hilversum Dagblad De Gooi- en Eemlander B.V., Hilversum Exploitatiemaatschappij G en E Vastgoed B.V., Hilversum Goois Weekblad B.V., Hilversum Hollandse Huis-aan-huisbladen Combinatie B.V., Amsterdam Uitgeverij Van Groenigen B.V., Haarlemmermeer Uitgeverij HET B.V., Leiden B.V. Uitgeverij De Echo, Amsterdam B.V. Reclame ’t Gooi, Hilversum B.V. Noorderpers, Hoorn B.V. Gemeenschappelijk Bezit van Aandelen Uitgeversmaatschappij Limburgs Dagblad, Heerlen Uitgeversmaatschappij Limburgs Dagblad B.V., Heerlen Eolus B.V., Heerlen Uitgeversmaatschappij De Trompetter B.V., Roermond Reclameverspreidbureau Spiral B.V., Horst De Kempen Pers B.V., Hapert The annual accounts of these group companies are included in the consolidated balance sheet and profit and loss account. 31 December 1999 31 December 2000 Group companies Disclosed equity capital 416,083 384,768 Receivables and liabilities on balance 796,751 737,664 1,212,834 1,122,432 Other participating interests This item relates to the minority interest in: SBS Broadcasting B.V., Amsterdam (30%) AMS Europe B.V., Arnhem (5.0%) 26,848 18,082 5,004 —.— 31,852 18,082 1,000 1,000 1,245,686 1,141,514 Other receivables Funds lent Total financial fixed assets 51 Movements in financial fixed assets: Position at 1 January 2000 1,141,514 Add: – Net result participating interests 155,332 Acquisitions 5,004 160,336 Less: – The balance of the amounts paid and received by the group companies, the receivables and liabilities of which have been included in N.V. Holdingmaatschappij De Telegraaf, excluding settlement of results. 56,164 Position at 31 December 2000 1,245,686 Provisions 31 December 2000 31 December 1999 Deferred taxation This item consists of deferred company tax in respect of: Provisions – 2,769 207 Fixed assets 282 378 Inventories 4,288 2,948 1,801 3,533 52 Shareholders’ equity 31 December 1999 31 December 2000 Issued capital The authorised capital amounts to NLG 100,000,000 divided into shares of NLG 0.50 par value Issued: Ordinary shares (including NLG 480 priority shares) 26,250 26,250 Statutory reserves 30 25 Add: – Foreign exchange differences 192 5 Position at end of the financial year 222 30 1,012,833 921,495 62,676 91,338 Position at end of the financial year 1,075,509 1,012,833 Total shareholders’ equity 1,101,981 1,039,113 Position at beginning of the financial year Other reserves Position at beginning of the financial year Add: – Share in the change in shareholders’ equity 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. and Drukkerij Van Groenigen B.V. 53 OTHER INFORMATION C O N SO L I DAT E D B A L A N C E S H E E T (after distribution of profit) In thousands of euros. 31 December 2000 31 December 1999 Fixed assets Intangible fixed assets 185,766 54,367 Tangible fixed assets 343,441 296,924 Financial fixed assets 90,319 38,116 389,407 619,526 Total fixed assets Current assets Inventories 13,289 15,108 Receivables 115,603 105,099 Securities 14,140 15,240 Liquid assets 49,558 220,913 192,590 356,360 274,759 246,898 Total current assets Current liabilities Current assets net of current liabilities – Long-term liabilities 82,169 109,462 537,357 498,869 163 3,163 Provisions Shareholders’ equity 34,137 27,177 500,057 471,529 537,357 54 498,869 C O N SO L I DAT E D P R O F I T A N D L O SS A C C O U N T In thousands of euros. 2000 Turnover – Changes in work-in-progress Net turnover 1999 811,509 721,296 362 39 811,147 721,335 Raw and auxiliary materials 135,767 128,818 Wages and salaries 227,490 197,840 Social security charges 48,482 46,364 Depreciation of tangible fixed assets 42,595 39,947 255,449 204,864 Other operating costs Total operating expenditure 709,783 617,833 Operating profit before depreciation of goodwill 101,364 103,502 20,995 14,896 80,369 88,606 Depreciation of goodwill Operating profit after depreciation of goodwill Income from participating interest – Interest income 5,671 3,818 6,739 869 Income from securities Changes in value of securities Interest charges 2,969 – 652 16 – 299 2,652 – 1,642 – Balance of financial revenues and charges Pre-tax result from ordinary trading Tax on the result from ordinary trading After-tax result from ordinary trading Extraordinary items before tax – 918 11,121 79,451 99,727 30,907 34,923 48,544 64,804 92 – —.— Tax on extraordinary result 5 – Extraordinary result after tax 15 92 – 10 48,452 64,794 Other reserves 28,441 41,447 Dividend 20,011 23,347 48,452 64,794 0.92 1.23 Result after tax Profit distribution: Profit per share 55 P U B L I C AT I O N S A N D A C T I V I T I E S O F D E T E L E G R A A F C O M PA N Y (January 2001) Newspapers MAN Residence De Telegraaf Hitkrant Limburgs Dagblad OOR Dagblad De Limburger Autovisie Haarlems Dagblad Buitengewoon IJmuider Courant Tennis Leidsch Dagblad Voetbal Magazine Noordhollands Dagblad FHM (For Him Magazine) including: Alkmaarsche Courant Sweden Schager Courant Vi Båtägare Enkhuizer Courant Båtnytt Dagblad voor West-Friesland Golf Digest Helderse Courant Residence Dagblad Kennemerland Dagblad Zaanstreek Internet Nieuwe Noordhollandse Courant www.ttg.nl De Gooi- en Eemlander www.autovisie.nl Dagblad van Almere www.hitkrant.nl Sp!ts www.oor.nl News.nl (until 4 April 2001) www.privé.nl www.fhm.nl Internet Door-to-door papers and news journals Greater-Amsterdam area De Echo (11 editions) Het Weekblad voor de NoordAmsterdammer Amstelveens Nieuwsblad Zondagochtendblad Amstelland/Haarlemmermeer Witte Weekbladen Autojournaal Zondagochtendblad ’t Gooi and surrounding area De Gooi- en Eembode Laarder Courant De Bel Nieuwsblad voor Huizen Het Vecht-Journaal Het Baarns Weekblad Woonbode Goois Weekblad De Nieuwe Weesper www.telegraaf.nl www.DFT.nl www.basismedia.nl Other Internet activities www.spitsnet.nl www.wijzer.nl www.news.nl www.Speurders.nl www.hdc.nl www.autotelegraaf.nl www.haarlemsdagblad.nl www.telegraafnet.nl www.ijmuidercourant.nl www.chatweb.nl www.leidschdagblad.nl www.cybercard.nl www.noordhollandsdagblad.nl www.elcheapo.nl www.noordhollandsweekblad.nl www.mijntelegraafnet.nl www.gooieneemlander.nl www.netmail.nl www.dagbladvanalmere.nl www.quickalert.nl www.mgl.nl www.quicklink.nl www.limburgsdagblad.nl www.siteshopper.nl www.limburger.nl www.vacatures.telegraaf.nl www.krant.branche.net www.veilinghal.nl www.vertel.nl Magazines www.weerkamer.nl Netherlands www.zoom.nl Privé www.woonkrant.nl Elegance www.reiskrant.nl 56 Flevoland De Almare ’t Groene Weekblad Zondagochtendblad Haarlem and surrounding area Nieuwsblad De Kennemer Haarlems Weekblad Heemsteedse Courant Nieuwsblad IJmuiden Nieuwsblad Santpoort & Velserbroek Zondagochtendblad Leiden and surrounding area Leidse Post Zuid-Holland Post Het op Zondag Autojournaal Witte Weekblad Alphen a/d Rijn and North Brabant East Biegelaar Groep B.V. surrounding area De Trompetter (4 editions) Biegelaar en Jansen B.V. Witte Weekblad De Schakel Drukkerij Van Ketel B.V. Witte Weekblad Weekend Veldhovens Weekblad Nederlands Drukkerij Bedrijf B.V. Oirschots Weekjournaal Franken B.V. (after-press) Zaanstreek/Purmerend Kempener Koerier Noordhollands Weekblad De Kempenaer Internet De Zaankanter De Hilverbode www.biegelaargroep.nl De Krommeniër Het Gezinsblad Limburg Zondagochtendblad De Trompetter (12 editions) Logistics B.V. Dagblad De Telegraaf West-Friesland Audiovisual activities Westfries Weekblad Cable TV information services Enkhuizer Weekblad Nieuwsnet 9 Noordhollands Weekblad De Telegraaf Transport B.V. InterHolland Verspreiders B.V. Reclameverspreiding ’t Gooi Reclameverspreidbureau Spiral B.V. Radio Amsterdam Call centre services Alkmaar and Participating interests in surrounding area national commercial TV Alkmaars Weekblad Service company De Koerier De Amsterdammer De Duinstreek Teletext activities Nieuwsblad voor Castricum Noordhollands weekblad Internet Zondagochtendblad www.nieuwsnet9.nl North Holland North Printing companies and after-press Helders Weekblad Schager Weekblad CTR/De Polderbode B.V. Rotatiedrukkerij Voorburgwal Noordhollands Weekblad B.V. Drukkerij Noordholland Wieringer Courant Rotatiedrukkerij Limburgs Dagblad Wieringermeerbode Drukkerij Dagblad De Limburger Zondagochtendblad Participating interests Media Groep West B.V. V.o.f. SBS 6 Text Mobillion B.V. ................... (90%) . . . . . . . . . . . . . . . . . . . . . . . . . . (45%) ............................ SBS Broadcasting B.V. Wegener N.V. Travel Portal B.V. .................... ........................... Autobytel Nederland v.o.f. (30%) (22.3%) . . . . . . . . . . . . . . (37.5%) Interactive Real Estate.com B.V. NWI Services B.V. (63%) Zoomnet B.V. ......................... (50%) ............................ (50%) Advanced Matching Systems Europe B.V. Jump Technologies Inc. Regio-i beheer B.V. .................. (8.4%) . . . . . . . . . . . . . . . . . . . . . . . . (75%) De Nationale Regiopers C.V. ............ Exploitatiemaatschappij Nr. 1 B.V. (19.6%) ........ (40%) Televisiebedrijf Limburg B.V. ............. (45%) .............. .......... (50%) Omroepbedrijf Limburg B.V. ........................ (20%) TV Krant Nederland C.V. 57 . . . (5%) ................. (45%) (9.6%) A U D I T O R S ’ R E P O RT Introduction We have audited the accompanying 2000 financial statements of N.V. Holdingmaatschappij De Telegraaf, Amsterdam. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. Scope 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 at 31 December 2000 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. Leiden, 20 March 2001. Deloitte & Touche Accountants DIVIDEND PROPOSAL We propose to declare a dividend for 2000 of NLG 0.84 in cash per share of NLG 0.50 par value. A dividend of NLG 0.98 a share of NLG 0.50 par value was paid out for 1999. The pay-out ratio for 2000 amounts 41.3%, for 1999 it amounts to 36.0%. 2000 Distribution of profit: Other reserves Dividend 59 1999 62,676 44,099 91,338 51,449 106,775 142,787 POST BALANCE SHEET EVENTS In January 2001, a joint venture was entered into between TTG Sverige AB and Hearst Magazines International concerning the publication of ’Cosmopolitan’ on the Swedish market. The activities of De Telegraaf Sponsored Media were disposed of through a management buy-out with retroactive force from 1 January 2001. In March 2001, the warrant in respect of Jump Technologies Incorporated was exercised. As a result, the interest held by De Telegraaf in this associated company currently amounts to approximately 20%. On 4 April 2001, it was decided to take ’News.nl’ off the market with immediate effect in view of the anticipated overrun of the initial loss budgeted for 2001. 60 P R O F I T A P P R O P R I AT I O N A S P R OV I D E D F O R I N T H E A RT I C L E S O F A SSO C I AT I O N Pursuant to article 34 of the articles of association of N.V. Holdingmaatschappij De Telegraaf, the following rules apply to the appropriation of profits: 1. Subject to the approval of the Supervisory Board and Stichting Beheer van prioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf, the Managing Board shall decide every year what percentage of the profit - the positive balance of the profit and loss account - is to be added to the reserves. 2. Out of the profits, after addition to the reserves in accordance with the preceding paragraph, a dividend shall be paid on the amount paid in on the preference shares, the percentage of which shall be equal to the average yield of Dutch medium-term government bonds as at the beginning of the financial year to which the distribution relates, increased by one per cent. The average yield is determined by the Managing Board subject to the approval of the Supervisory Board. 3. A primary dividend amounting to five per cent of the nominal amount of their shares or - if the profit is not sufficient for this - as high a percentage as possible, is then paid out to the holders of ordinary shares and priority shares. Where it concerns priority shares, the percentage of the above-mentioned dividend may not exceed the percentage of the legal interest rate prevailing on the last day of the financial year in question. 4. If the distribution of dividend on preference shares, as referred to in paragraph 2, cannot be effected or not in full because the profit is not 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. 5. The remaining profit shall be at the disposal of the General Meeting provided that no further dividend is to be distributed on priority shares and preference shares. 61 S P E C I A L R I G H T S U N D E R T H E A RT I C L E S O F A SSO C I AT I O N Priority shares The priority shares are held by the Stichting Beheer van prioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf, the Board as at 31 December 2000 consists of Mrs J.A. Brewer-de Koster and Messrs L.G. van Aken, E.F.M. Kok, A.J. van Puijenbroek and E.H. van Puijenbroek. The goal of the foundation is to acquire and manage the priority shares in the company and, partly by means this, to ensure continuity in the management of the company, to defend against influences on the management that could prejudice the company’s independence and would be contrary to the company’s interest, and to further a good policy in the company’s interest. The powers attached to the priority shares consist, amongst other things, of the right of granting approval for resolutions for the issue of shares, of fixing the number of Managing Board and their remuneration, of fixing the number of 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 make a decision on that. Declaration of independence 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 in respect of the independence of the Board of Stichting Beheer van prioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf, set out in Annex X to the Listing and Issuing Rules of Amsterdam Exchanges N.V., Amsterdam, have been fully satisfied. Managing Board of N.V. Holdingmaatschappij De Telegraaf Board of Stichting Beheer van prioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf Amsterdam, March 2001. 62 Preference shares The goal of Stichting Preferente Aandelen De Telegraaf is: – To look after the interests of the company limited by shares N.V. Holdingmaatschappij De Telegraaf, established in Amsterdam, hereinafter called: ’the company’, the companies associated with it and all those involved, by defending the company as much as possible against influences that could threaten its continuity, independence or identity and would be contrary to these interests. – Defending the company against influences of third parties that could impair editorial independence, as well as the principles underlying editorial policy concerning news publications of enterprises within the group. The foundation seeks to achieve this goal by acquiring preference shares in the company and by exercising the rights attached to these shares. In doing so, the foundation takes into account the purpose for which preference shares may be issued. This purpose does not include the sale, encumbrance or any other way of disposing 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 at 31 December 2000: G.G. Witsen Elias (Chairman), S.E. de Jong, H. de Groot, E.F.M. Kok and A.J. van Puijenbroek. As at the balance sheet date no preference shares had been issued. Declaration of independence The Managing Board of N.V. Holdingmaatschappij De Telegraaf and the Board of Stichting Preferente Aandelen De Telegraaf hereby declare that, in their joint opinion, the requirements in respect of the independence of the Board of Stichting Preferente Aandelen De Telegraaf, set out in Annex X to the Listing and Issuing Rules of Amsterdam Exchanges N.V., Amsterdam, have been fully satisfied. Managing Board of N.V. Holdingmaatschappij De Telegraaf Board of Stichting Preferente Aandelen De Telegraaf Amsterdam, March 2001. 63 K E Y F I G U R E S A S AT B A L A N C E S H E E T DAT E I N G U I L D E R S 2000 1999 1998 1997 1996 1,101,981 1,039,113 947,770 852,623 767,550 61.6% 63.2% 65.3% 65.7% 65.9% Current assets: short term liabilities 0.70 : 1 1.44 : 1 1.55 : 1 1.48 : 1 1.58 : 1 Shareholders’ equity: borrowed capital 1.60 : 1 1.72 : 1 1.88 : 1 1.92 : 1 1.93 : 1 Net turnover x NLG 1,000 Cash flow x NLG 1,000 Net profit x NLG 1,000 1,787,533 250,940 106,775 1,589,614 266,204 142,787 1,520,374 263,069 145,173 1,357,754 238,340 124,670 1,283,228 190,477 84,602 Net profit as a percentage of net turnover 6.0% 9.0% 9.5% 9.2% 6.6% Operating profit as a percentage of net turnover 9.9% 12.3% 12.8% 12.8% 11.2% 345,300 6,070 339,200 5,337 332,800 5,180 312,100 4,901 310,800 4,599 9.7% 41.3% 13.7% 36.0% 15.3% 35.4% 14.6% 35.4% 11.0% 42.2% Shareholders’ equity Cash flow Profit Dividend 20.99 4.78 2.03 0.84 19.79 5.07 2.72 0.98 18.05 5.01 2.77 0.98 16.24 4.54 2.37 0.84 14.62 3.63 1.61 0.68 Price: low Price: high 45.80 81.50 37.20 54.40 38.50 52.50 36.00 48.50 28.30 42.40 Shareholders’ equity x NLG 1,000 Shareholders’ equity as a percentage of total assets Average net turnover per employee Work force at year-end Return on shareholders’ equity Pay-out ratio Per share of NLG 0.50 par value: (rounded off to full cents) * Including a jubilee dividend. Movements EBITDA in relation to turnover in millions of guilders 1283 1788 1520 1590 1358 Turnover EBITDA 64 286 321 329 232 310 1996 1997 1998 1999 2000 1995 1994 1993 1992 1991 789,138 722,404 658,536 610,755 563,487 Shareholders’ equity x NLG 1,000 70.3% 69.1% 68.2% 71.2% 63.9% Shareholders’ equity as a percentage of total assets 2.25 : 1 1.87 : 1 1.43 : 1 1.33 : 1 1.11 : 1 Current assets: short term liabilities 2.37 : 1 2.23 : 1 2.15 : 1 2.48 : 1 1.77 : 1 Shareholders’ equity: borrowed capital 1,151,505 191,785 101,312 1,092,584 184,581 91,425 1,048,712 172,137 77,006 803,589 128,964 70,057 790,058 125,657 72,621 Net turnover x NLG 1,000 Cash flow x NLG 1,000 Net profit x NLG 1,000 8.8% 8.4% 7.3% 8.7% 9.2% Net profit as a percentage of net turnover 11.8% 11.3% 9.3% 10.1% 10.6% Operating profit as a percentage of net turnover 282,000 4,528 266,500 4,551 252,300 4,573 281,900 3,079 277,800 3,103 Average net turnover per employee Work force at year-end 12.8% 35.0% 12.7% 35.9% 11.7% 41.9% 11.5% 36.7% 12.9% 35.4% Return on shareholders’ equity Pay-out ratio Per share of NLG 0.50 par value: (rounded off to full cents) 15.03 3.65 1.93 0.68 13.76 3.52 1.74 0.63 12.54 3.28 1.47 0.62* 11.63 2.46 1.34 0.49 10.73 2.39 1.38 0.49 Shareholders’ equity Cash flow Profit Dividend 21.50 30.75 18.85 25.06 11.50 19.88 10.13 11.81 9.75 12.94 Price: low Price: high Number of employees in relation to turnover 139 Index 1996 =100 118 106 105 1996 Turnover 124 1997 125 111 107 114 1998 1999 111 109 100 Av. number of employees 2000 Turnover per employee 65 K E Y F I G U R E S A S AT B A L A N C E S H E E T DAT E I N E U R O 2000 1999 1998 1997 1996 500,057 471,529 430,079 386,903 348,299 61.6% 63.2% 65.3% 65.7% 65.9% Current assets: short term liabilities 0.70 : 1 1.44 : 1 1.55 : 1 1.48 : 1 1.58 : 1 Shareholders’ equity: borrowed capital 1.60 : 1 1.72 : 1 1.88 : 1 1.92 : 1 1.93 : 1 Net turnover x 1,000 Cash flow x 1,000 Net profit x 1,000 811,147 113,872 48,452 721,335 120,798 64,794 689,916 119,376 65,877 616,122 108,154 56,573 582,303 86,435 38,391 Net profit as a percentage of net turnover 6.0% 9.0% 9.5% 9.2% 6.6% Operating profit as a percentage of net turnover 9.9% 12.3% 12.8% 12.8% 11.2% 156,690 6,070 153,922 5,337 151,018 5,180 141,625 4,901 141,035 4,599 9.7% 41.3% 13.7% 36.0% 15.3% 35.4% 14.6% 35.4% 11.0% 42.2% 9.52 2.17 0.92 0.38 8.98 2.30 1.23 0.44 8.19 2.27 1.26 0.44 7.37 2.06 1.08 0.38 6.63 1.65 0.73 0.31 20.80 37.00 16.88 24.69 17.47 23.82 16.34 22.01 12.84 19.24 Shareholders’ equity x 1,000 Shareholders’ equity as a percentage of total assets Average net turnover per employee Work force at year-end Return on shareholders’ equity Pay-out ratio Per share of 0.50 par value: (rounded off to full cents) Shareholders’ equity Cash flow Profit Dividend Price: low Price: high * Including a jubilee dividend. Movements EBITDA in relation to turnover in millions of euros 582 811 690 722 616 Turnover EBITDA 66 130 146 149 105 141 1996 1997 1998 1999 2000 1995 1994 1993 1992 1991 358,095 327,813 298,831 277,149 255,699 Shareholders’ equity x 1,000 70.3% 69.1% 68.2% 71.2% 63.9% Shareholders’ equity as a percentage of total assets 2.25 : 1 1.87 : 1 1.43 : 1 1.33 : 1 1.11 : 1 Current assets: short term liabilities 2.37 : 1 2.23 : 1 2.15 : 1 2.48 : 1 1.77 : 1 Shareholders’ equity: borrowed capital 522,530 87,028 45,973 495,793 83,759 41,487 475,885 78,112 34,944 364,653 58,521 31,790 358,513 57,021 32,954 Net turnover x 1,000 Cash flow x 1.000 Net profit x 1,000 8.8% 8.4% 7.3% 8.7% 9.2% Net profit as a percentage of net turnover 11.8% 11.3% 9.3% 10.1% 10.6% Operating profit as a percentage of net turnover 127,966 4,528 120,932 4,551 114,489 4,573 127,921 3,079 126,060 3,103 Average net turnover per employee Work force at year-end 12.8% 35.0% 12.7% 35.9% 11.7% 41.9% 11.5% 36.7% 12.9% 35.4% Return on shareholders’ equity Pay-out ratio Per share of 0.50 par value: (rounded off to full cents) 6.82 1.66 0.88 0.31 6.24 1.60 0.79 0.29 5.69 1.49 0.67 0.28* 5.28 1.11 0.61 0.22 4.87 1.08 0.63 0.22 Shareholders’ equity Cash flow Profit Dividend 9.76 13.95 8.55 11.37 5.22 9.02 4.60 5.36 4.42 5.87 Price: low Price: high Number of employees in relation to turnover 139 Index 1996 =100 118 106 105 1996 Turnover 124 1997 125 111 107 114 1998 1999 111 109 100 Av. number of employees 2000 Turnover per employee 67 Colofon Design: Reclameafdeling Dagbladen Photography: J. Knoote S. van Rooij The photography on the illustration pages has been provided by our contributing (free-lance) photographers. Printing & After-press Drukkerij Van Ketel B.V. This annual report is a translation of the original text in Dutch, which is the official version. 000-212/00 68 M A N A G E M E N T S U BS I D I A R I E S B.V. Dagblad De Telegraaf A.J.M. Boerma J. Elekan De Telegraaf Tijdschriften Groep B.V. W.Th.C. van Doorn (until 31 December 2000) Mrs. A.M.H. van Gaal (ad interim) E.T. van den Brakel (as of 1 January 2001) R. Mackloet (as of 1 January 2001) TTG Sverige AB Mrs. K. Neld Telegraaf Sponsored Media B.V. E.T. van den Brakel R. Mackloet B.V. Rotatiedrukkerij Voorburgwal Drukkerij Van Groenigen B.V. F.Th.J. Arp A.J. Swartjes Franken Beleggingsmaatschappij B.V. F.Th.J. Arp A.J. Swartjes Verenigde Noordhollandse Dagbladen B.V. P. van der Chijs J.E. van Ketel E.P. van der Kley (until 18 January 2001) Dagbladuitgeverij Damiate B.V. B.M. Essenberg B.V. Drukkerij Noordholland J.E. van Ketel Biegelaar Groep B.V. P.T. Jorritsma Biegelaar en Jansen B.V. C. Smits (titular) Franken B.V. J. de Haan Drukkerij Van Ketel B.V. J.R. Talsma (titular) Nederlands Drukkerij Bedrijf B.V. J. Geitenbeek InterHolland Verspreiders B.V. P. van der Chijs Houdstermaatschappij De Gooi- en Eemlander B.V. G.P. Arnold Dagblad De Gooi- en Eemlander B.V. G.P. Arnold Goois Weekblad B.V. H.W.Th.A. Ligthart R. van der Plasse Media Groep Limburg B.V. B.V. Beleggingsmaatschappij Voorburgwal L.G. van Aken F.Th.J. Arp W.O. Kok J. Olde Kalter H. Schor A.J. Swartjes B.V. Agentenadministratiekantoor ‘t Gooi A.J. Swartjes De Telegraaf Transport B.V. W.P. Delput H. Schor BasisMedia B.V. F.A.M. van Hellemondt H.C. Straat Uitgeversmaatschappij Limburgs Dagblad B.V. J.W. Goessens Uitgeversmaatschappij De Limburger B.V. G.H. Vogelaar Grafisch Bedrijf Media Groep Limburg B.V. H.J.M.M. Eykenboom Limburgse Dagbladen Combinatie B.V. R. Holterman Media Groep Limburg Elektronische Media B.V. J.J.W. Janssen (ad interim) Hollandse Huis-aan-huisbladen Combinatie B.V. J. Smit B.V. Uitgeverij De Echo F.H.M. Nijpels B.V. Reclame ‘t Gooi J.B. van Dijk H.F.F. Schaeffer B.V. Noorderpers J.H.H. Nijpels Uitgeverij Van Groenigen B.V. R.D. Keller Uitgeverij HET B.V. R.D. Keller Logistiek B.V. i.o. W.P. Delput J.J.M. van der Veen F. Volmer Uitgeversmaatschappij De Trompetter B.V. A.C.P. Peters De Kempen Pers B.V. A.C.P. Peters Hollandse Dagbladcombinatie B.V. G.P. Arnold P. van der Chijs B.M. Essenberg J.E. van Ketel Reclameverspreidbureau Spiral B.V. J.J.C.H. Litjens (ad interim) STRUCTURE OF THE TELEGR A AF COMPANY JANUARY 2001 BasisMedia B.V. B.V. Dagblad De Telegraaf De Telegraaf Transport B.V. Media Groep Limburg B.V. B.V. Rotatiedrukkerij Voorburgwal De Telegraaf Tijdschriften Groep B.V. Franken Beleggingsmaatschappij B.V. Hollandse Huis-aanhuisbladen Combinatie B.V. B.V. Beleggingsmaatschappij Voorburgwal Logistiek B.V. i.o. Biegelaar Groep B.V. Drukkerij Van Groenigen B.V. B.V. Agentenadministratiekantoor ’t Gooi Uitgeversmaatschappij De Trompetter B.V. Hollandse Dagbladcombinatie B.V. Media Groep West B.V. SBS Broadcasting B.V. (90%) (30%) Travel Portal B.V. Zoomnet B.V. Advanced Matching Systems Europe B.V. Regio I beheer B.V. i.o. Regio I beheer B.V. i.o. Autobytel Nederland v.o.f. Jump Technologies Inc. Wegener N.V. Interactive Real Estate.com B.V. NWI Services B.V. Regio I beheer B.V. i.o. De Nationale Regiopers C.V. Mobillion B.V. (50%) (50%) (5%) (25%) (25%) (37,5%) (8,4%) (22,3%)* (50%) (20%) (25%) (19,6%) (70%) Franken B.V. Biegelaar en Jansen B.V. Grafisch UitgeversUitgeversMedia Groep Bedrijf maatschappij maatschappij Limburg Media Groep Limburgs De Limburger Elektronische Limburg Dagblad B.V. Media B.V. B.V. B.V. Omroepbedrijf Limburg B.V. Televisiebedrijf Limburg B.V. Exploitatiemaatschappij Nr. 1 B.V. (45%) (45%) (40%) Limburgse Dagbladen Combinatie B.V. De Telegraaf Sponsored Media B.V. TTG Sverige AB B.V. Uitgeverij De Echo Uitgeverij Van Groenigen B.V. Uitgeverij HET B.V. * An average of ordinary and preference shares. B.V. Reclame ’t Gooi B.V. Noorderpers Reclameverspreidbureau Spiral B.V. Drukkerij Van Ketel B.V. Nederlands Drukkerij Bedrijf B.V. De Kempen Pers B.V. Dagbladuitgeverij Damiate B.V. Houdstermij. De Gooi- en Eemlander B.V. Dagblad De Gooi- en Eemlander B.V. Verenigde Noordhollandse Dagbladen B.V. InterHolland Verspreiders B.V. Goois Weekblad B.V. B.V. Drukkerij Noordholland