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Annual Report 2015

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Subsequent events

On January 15, 2016, TMG announced a strategic partnership with Talpa in the field of radio, TV and Over The Top (OTT). Through the cooperation, the positions of TMG and Talpa be further strengthened in these areas. The collaboration takes shape through three initiatives:

  • A strong Dutch commercial radio company with a comprehensive quality range. TMG acquires an interest of 22.85% in this new radio company. TMG's interest can be increased to up to 25% if certain targets are met;
  • A TV company which is an important strategic step for TMG to take place in Dutch TV landscape. TMG hereby acquires a 15% stake in the share of Talpa in SBS;
  • A platform for joint development of OTT offerings. This is a strategic value for TMG given its plan to launch at least two OTT channels this year.

As part of the collaboration TMG will contribute the radio stations Sky Radio and Radio Veronica, as well as € 27 million cash.

The transaction is subject to approval by the competent supervisory authorities and the opinion of the works councils concerned.

On January 21, 2016 TMG took over the minority stake and shareholder loan of V-Ventures B.V. (See note 25 and 26), resulting in a 100% beneficial ownership in Sienna Holding B.V.


Independent Auditor's Report

The figures for the twelve months ended December 31, 2015 included in this HTML web version are derived from the financial statements 2015. On the financial statements 2015 of Telegraaf Media Groep N.V. an unqualified auditor's opinion was issued, dated March 8, 2016. The financial statements 2015 in PDF, including the auditor's opinion, have been published hardcopy and on our corporate website.


Provisions in the Articles of Association concerning the appropriation of profit

In relation to the appropriation of profit, Article 33 of the articles of association of the Telegraaf Media Groep N.V. stipulates that:

1. Each year the Executive Board, subject to the approval of the Supervisory Board and the Stichting Beheer van Prioriteitsaandelen Telegraaf Media Groep N.V. [TMG Preference Shares Trust], determines the portion of the profit – the positive balance on the income statement – that will be transferred to the reserves.

2. A dividend is made payable on the preference shares from the profit remaining after the transfer to reserves in accordance with the previous paragraph, at a percentage equal to the Euribor interest rate (Euro Interbank Offered Rate) for a period of twelve months (the ‘Rate’), applicable on the date on which the relevant preference shares were issued. The Rate is subsequently reviewed each year by the Executive Board, for the first time on the day one year after the date of issue of the relevant preference shares and subsequently on the day one year after the date on which the Rate was set in the previous calendar year. The Rate is increased by three (3) percentage points. The dividend is calculated on the basis of the average of the applicable Rates in the relevant financial year, weighted by the number of days to which the applicable Rates applied. If the Rate cannot be determined on the relevant day, the Rate will be reviewed on the next day on which it can be determined. The dividend on preference shares will only be paid on the number of days that the relevant shares were actually in issue in the relevant financial year.

3. If in any financial year the dividend on preference shares as provided for in paragraph 2 above, cannot or can only partially be paid, due to a lack of sufficient income, the shortfall is paid from the distributable portion of equity. The dividend is calculated on the paid-up portion of the nominal amount.

4. A dividend is subsequently paid to the holders of priority shares in the amount of five percent of the nominal value of their shares.

5. The profit then remaining is at the disposal of the General Meeting of Shareholders. No additional dividend may however be paid from this amount on the priority shares or the preference shares.

6. Distribution of profit is limited to the distributable portion of the shareholders’ equity.

7. If a loss is incurred in any one year, no dividend is then paid in that year. In addition, in subsequent years a dividend may only be paid after sufficient profit has been made to cover the loss. Based on a proposal submitted by the Stichting Beheer van Prioriteitsaandelen Telegraaf Media Groep N.V., the General Meeting of Shareholders may however decide to extinguish such a loss against the distributable portion of the shareholders’ equity or also make a dividend payable from the distributable portion of the shareholders’ equity.

8. Profit is distributed after the financial statements, showing that the distribution is permissible, have been adopted.

9. The Executive Board, subject to the approval of the Supervisory Board and the Priority Share Management Trust, can decide to proceed with the payment of an interim dividend, provided that the interim statement of assets and liabilities demonstrates compliance with the provision in paragraph six. This statement is related to the capital position on at the earliest the first day of the third month prior to the month in which the decision to proceed with the payment of an interim dividend is announced. This statement is prepared in accordance with the application of generally accepted valuation standards. The statement of assets and liabilities includes the amounts that are to be included as reserves pursuant to the law. The statement is signed by the members of the Executive Board. If the signature of one or more of the members is missing, this is clearly stated together with the reason for it. The statement of assets and liabilities is deposited within eight days following the day on which the decision to proceed with payment is made, at the offices of the Commercial Register.

10. The shares held by the company in its own capital do not count in determining the distribution of profit.

Profit appropriation

The Executive Board, with the approval of the Supervisory Board, proposes that the General Meeting of Shareholders resolves to charge the loss over the 2015 financial year in the amount of € 22,760 to the other reserves. This proposal has not yet been recognised in the Financial Statements.


TMG Preference Shares Trust and TMG Priority Share Management Trust

Overview of all outstanding and potentially available defensive measures to guard against a possible takeover of control of Telegraaf Media Groep N.V. This summary identifies the circumstances under which these defensive measures would likely be able to be invoked.

STICHTING PREFERENTE AANDELEN TELEGRAAF MEDIA GROEP N.V.

The purpose of the Stichting Preferente Aandelen TMG N.V. (TMG Preference Shares Trust) is as follows:

  1. To protect the interests of the Telegraaf Media Groep N.V., vested in Amsterdam, hereinafter also referred to as the Company, with its affiliated companies and all involved parties, whereby, among other things, such measures are taken as required to protect to the maximum possible extent against influences that could threaten continuity, independence or identity, in conflict with these interests.
  2. To protect against the influence of third parties that could affect the editorial independence, as well as the principles that serve as the basis on which the opinion-forming publications of the companies within the group are formulated.

The Trust attempts to achieve this goal:

  • By acquiring preference shares in the company and by exercising the rights associated with these shares.
  • By exercising other rights that are granted to the Trust pursuant to the law, articles of association or an agreement.

The Trust takes the purpose for which the preference shares may be issued into consideration in relation to the provisions stated under 1) above, in accordance with the explanation provided in support of the proposal to amend the articles of association approved by the General Meeting of the Company on 20 December 1983. The disposal, encumbrance or in any other way disposing of shares falls outside such purpose, except:

  • By disposal to the company itself or to an affiliated group company to be designated by the company.
  • By collaboration in the repayment and withdrawal of shares.
  • By encumbering shares (without transfer of voting right) for the purpose of acquiring a loan or credit, with the sole objective of depositing (part) of the nominal value of the preference shares in the Company to be acquired by the Trust.

The right to issue preference shares in the Telegraaf Media Groep N.V. is granted by the Stichting Beheer van Prioriteitsaandelen Telegraaf Media Groep N.V. (TMG Priority Share Management Trust).

The Stichting Preferente Aandelen Telegraaf Media Groep N.V. has the right to acquire, in part or in whole, a number of preference shares in the capital of Telegraaf Media Groep N.V. for the exercise of these rights that corresponds to 50% of the total number of ordinary shares issued before the exercise of (a portion of) these rights.

The Stichting Preferente Aandelen Telegraaf Media Groep N.V. is an independent trust as defined in Section 5:71 subsection 1 under c of the Financial Supervision Act (Wft).

On 21 March 2008, Telegraaf Media Groep N.V. granted the Trust the authority to submit a request for inquiry on the basis of Article 2:346, opening words, and under e of the Dutch Civil Code.

The Management Board consists of a minimum of three and a maximum of five members. As at 31 December 2014 the composition of the Management Board was as follows:

Members

 

ir. J.H.M. Lindenbergh

Chairman

J.G. Bruijniks

Vice-chairman

mr. J.P. Witsen Elias

Secretary

mevrouw prof.mr.drs. C.H. Sieburgh

Member

The remuneration of the Trust’s Management Board members consists of € 6,000 per year for the Chairman and € 5,000 per year for the other board members, paid on an after-the-fact basis and per calendar year. The other costs of the Trust consist of banking, consulting and auditing fees. The total expenses of the Trust, including VAT, over 2015 amounted to € 37.584 (2014: € 41,179).

No preference shares were outstanding on the balance sheet date.

The Trust meets on two occasions during the year. In 2015, these meetings were held on 9 April and 7 October. Among the topics discussed at these meetings were the semi-annual and annual figures of Telegraaf Media Groep N.V. in the presence of TMG’s CFO, the issue of preference shares scenarios, the extension of the loan agreement to finance the acquisition of preferred shares, and the appointment of Mrs Sieburgh as a new board member.

The Trust can autonomously and independently decide whether and when there is a need to exercise its option right.

In the opinion of the Trust’s Management Board, as well as the Company’s Executive Board, the Trust is independent as defined in Section 5.71 (1c) of the Financial Supervision Act (Wft).

Stichting Preferente Aandelen Telegraaf Media Groep N.V., 
J.H.M. Lindenbergh, Chairman

Telegraaf Media Groep N.V.
Geert-Jan van der Snoek, CEO

STICHTING BEHEER VAN PRIORITEITSAANDELEN TELEGRAAF MEDIA GROEP N.V.

The objective of the Management Trust is to acquire and manage the priority shares of the Company and, partly on this basis, to ensure the continuity of the company’s management, ward off any influences on the Company’s management that could affect the independence of the Company in conflict with its interests and to promote sound policy in the interests of the Company.

The authorities associated with the priority shares include the decision to issue shares, set the number of directors and the right to propose an amendment to the articles of association or dissolution of the Company before the General Meeting can decide on such matters.

The priority shares are held by the Stichting Beheer van Prioriteitsaandelen Telegraaf Media Groep N.V., whose Management Board at 31 December 2015 consisted of A.J. van Puijenbroek (Chairman), J.J. Nooitgedagt (Secretary), M.A.M. Boersma and E.H. van Puijenbroek.


Annual report 2015 of the Telegraaf Media Groep N.V. Share Administration Trust

Telegraaf Media Groep N.V. is a listed company. The receipts for depositary shares in Telegraaf Media Groep N.V. are traded on the Euronext Amsterdam N.V.

One of the purposes of the Telegraaf Media Groep N.V. Share Administration Trust (hereinafter: the Trust) is to issue convertible bearer depositary receipts for shares in exchange for which the Trust acquires and holds ordinary shares in its own name, for administration. The Trust administers the ordinary shares acquired for administration and exercises the rights associated with these shares, including the voting rights.

In exercising the rights associated with the shares, the Trust primarily focuses on the interests of the holders of depositary receipts with due consideration to the interests of Telegraaf Media Groep N.V. and its affiliated companies. The issue of depositary receipts for shares is a measure designed to prevent the absence of shareholders at the General Meeting of Shareholders from resulting in a minority of shareholders, by happenstance or otherwise, that is subsequently able to take over control of the meeting.

Shareholders are entitled to attend the General Meeting of Shareholders, and to speak and vote at this meeting. Holders of depositary receipts are entitled to attend and speak at this meeting. Holders of depositary receipts may obtain a voting proxy for the duration of this meeting from the Management Board of the Telegraaf Media Groep N.V. Share Administration Trust that entitles them to vote. Telegraaf Media Groep N.V.’s depositary receipts for shares can be converted without limitation. The issue of depositary receipts for shares therefore does not constitute an anti-takeover measure for Telegraaf Media Groep N.V.

The notes explaining the variance from Principle IV.2 of the Corporate Governance Code: Issue of Depositary Receipts for Shares may be found at www.tmg.nl under Corporate Governance.

n 2015, the number of convertible depositary receipts for shares in Telegraaf Media Groep N.V. issued by the Telegraaf Media Groep N.V. Share Administration Trust on balance increased by 380,011 depositary receipts and amounted to 29.487.785 (at a nominal value of € 0.25) as at 31 December 2015, corresponding to a nominal amount of € 7.371.946,25. An equal number of shares was administered by the Trust against these depositary receipts.

Two meetings took place on 9 April 2015. The items discussed during the regular Management Board meeting (minutes available on the Trust’s website: http://administratiekantoor.tmg.nl) include the Trust's financial statements and report for the 2014 financial year, and the Trust’s accounts. Telegraaf Media Groep N.V.’s financial statements were extensively discussed with Mr L.N.J. Epskamp, CFO of the Executive Board of the Telegraaf Media Groep N.V. In this meeting the succession of Mr. prof. W. P. Moleveld was also discussed, as well as the agenda for both subsequent meetings of certificate holders and the General Meeting of Shareholders raised on April 23, 2015. During this meeting, in addition to Mr Epskamp, Mr G J van der Snoek, CEO of TMG and Mr M.A.M. Boersma, Chairman of the Supervisory Board of TMG were partially present.

The Meeting of the Holders of Depositary Receipts for Shares subsequently took place in the afternoon (minutes available on the Trust’s website: http://administratiekantoor.tmg.nl). This year only one holder of depositary receipts for shares was present at this meeting.

Agenda items included a discussion of the minutes of the Meeting of Holders of Depositary Receipts for Shares held on 8 April 2014, a review of the Telegraaf Media Groep N.V. General Meeting of Shareholders held on 24 April 2014, the activities of the Executive Board during 2014, and preparations for the Telegraaf Media Groep N.V. General Meeting of Shareholders held on 23 April 2015. During the meeting, the questions of the certificate holder and the questions of the board to be made in the shareholders meeting, were discussed. The questions were among others related to the strategy of TMG, the financial performance of TMG, the long-term remuneration policy and the subject of certification.

Telegraaf Media Groep N.V.’s Annual General Meeting of Shareholders was held on 23 April 2015 in Amsterdam (www.tmg.nl). The Trust’s Management Board issued voting proxies for the duration of the meeting to the holders of depositary receipts for shares present during the meeting. The Management Board represented over 19,87%, while the holders of depositary receipts for shares with proxies represented almost 43% of the votes during this meeting.

The question from Mr De Waard (chairman of the board of the Foundation)) in the shareholders meeting concerned among other things TMG's strategy and communication about this with the shareholders of TMG, cooperation with Dasym and figures of TMG. In particular cost allocation and managing the cash position.

On October 7, 2015, the second regular board meeting was held by the Foundation (minutes available on the Foundation's website: http://administratiekantoor.tmg.nl). The agenda included: discussion of the half year report 2015 of TMG (in the presence of the CFO of TMG, Mr. LNJ Epskamp), discussing the investor relations policy of TMG, appointment of the Vice President of the Foundation and the financial position of the Foundation. At this meeting were, next to Mr. Epskamp, Mr G J van der Snoek, CEO of TMG and Mr M.A.M. Boersma, Chairman of the Supervisory Board of TMG partially present.

The annual remuneration, excluding VAT, of the Trust’s Management Board members consists of € 9,000 for the Chairman and € 7,000 for the other board members, paid in arrears and per calendar year. The annual costs of the activities of the Share Administration Trust include VAT and consist, in addition to the remuneration of directors, primarily of expenses related to stock exchange listings and processing costs for a total of € 15,523 and auditing costs in the amount of € 4,095. The total expenses of the Trust over 2014 amounted to € 64.927 (2014: € 72,228).

The Board of the Telegraaf Media Groep N.V. Share Administration Trust is independent in the sense of Article 2:118a paragraph 3 of the Dutch Civil Code and consists of the following members, including mention of former and/or current functions held:

Member

Functions held

T. de Waard,chairman

Solicitor at DeWaardSinke Advocaten

E.S. Schneider, secretary

Independent Organisation Consultant, specialising in publishers and printers (to 2006)

W. Ruijgrok

Former Managing Director of VNO-NCW

J.F.H.M. van Exter

Former Managing Director Tata Steel Nederland Services B.V.

E.J. Cornelissen

Solicitor at DeWaardSinke Advocaten

Amsterdam, march 2016

Stichting Administratiekantoor van aandelen Telegraaf Media Groep N.V.
p/a Basisweg 30
1043 AP Amsterdam


Key figures by year

2015

20141

2013

20122

2011

2010

2009

2008

2007

2006

Shareholders’ equity x € 1,0003

235,180

258,719

298,786

424,760

465,828

531,075

465,962

411,576

866,815

498,041

TMG equity in percentage of the total equity and liabilities

52.7%

54.4%

53.7%

53.1%

55.6%

66.7%

61.1%

54.0%

70.3%

47.8%

Current ratio

0.61:1

0.72:1

0.7:1

0.45:1

0.50:1

0.72:1

0.78:1

0.7:1

2.64:1

1.04:1

Current gearing

1.12:1

1.19:1

1.16:1

1.13:1

1.25:1

2.00:1

1.57:1

1.17:1

2.37:1

0.91:1

Revenue TMG x € 1,000

481,333

512,701

542,230

555,850

577,200

592,297

611,840

684,204

738,795

784,460

Cash flow from operating activities x € 1,000

16,312

24,129

-15,465

21,977

17,485

59,569

49,252

64,962

62,130

60,195

Net result x € 1,000 **

-22,760

-33,806

177,597

-10,602

-32,590

81,826

70,505

-359,988

400,097

49,599

Net result TMG in percentage of the total revenues

-4.7%

-6.6%

32.8%

-1.9%

-5.6%

13.8%

11.5%

-52.6%

54.2%

6.3%

Operating result in percentage of the total revenues

-4.4%

-6.1%

-1.9%

2.9%

-14.3%

3.8%

-0.5%

-5.4%

-3.8%

-2.1%

Average total revenues per employee (fte)

227,366

219,009

209,760

204,658

204,536

207,751

204,743

207,272

201,590

188,981

Personnel end of year (fte)

2,049

2,259

2,459

2,745

2,940

2,851

2,988

3,278

3,594

3,782

Return on equity

-9.7%

-13.1%

59.4%

-2.5%

-7.0%

15.4%

15.1%

-87.5%

46.2%

9.9%

Pay out ratio

p.m.

p.m.

169.6%

p.m.

p.m.

26.3%

23.7%

p.m.

11.9%

50.0%

Per TMG share with a nominal value of € 0.25

(rounded to whole euro cents):

Shareholders’ equity

5.07

5.58

6.45

9.16

9.99

11.12

9.76

8.62

17.43

9.96

Cash flow from operating activities

0.35

0.52

-0.33

0.47

0.37

1.25

1.03

1.35

1.24

1.20

Net result

-0.49

-0.73

3.83

-0.23

-0.69

1.71

1.48

-7.49

8.00

0.99

Dividend

p.m.

0.00

6.50

0.00

0.47

0.45

0.35

0.35

1.00

0.50

Lowest closing share price

3.60

5.61

7.92

6.60

9.10

14.52

8.95

8.86

19.69

19.00

Highest closing share price

6.49

9.11

14.854

10.49

16.45

16.45

14.80

24.86

26.87

23.00

Closing share price as at 31 December

3.75

6.09

9.11

8.00

9.95

14.95

13.14

12.45

25.00

19.85

  1. Exclusive Relatieplanet.nl (held for sale in 2014 and 2013)
  2. Adapted for IAS19R.
  3. Attributable to shareholders of Telegraaf Media Groep N.V.
  4. Before interim-dividend payment of € 6.00.