Page 1

Annual Report 2013


Key figures in CHF mill.

2013 2012 Change

Income Statement Operating revenues 1 069.1 1 018.0 5.0%   Operating income before depreciation and amortisation (EBITDA)  197.1 198.5 –0.7%    Margin  18.4% 19.5% –5.5%   Operating income (EBIT) 127.7 138.9 –8.1%      Margin 11.9% 13.6% –12.5%   Net income 119.1 139.1 –14.4%   Operating revenue by division (third parties)   Print Regional 462.0 477.7 –3.3%   Print National 374.1 396.7 –5.7%   Digital 232.9 143.5 62.3%   Balance Sheet   Current assets 281.2 312.3 –10.0%   Non-current assets 1 895.4 1 751.0 8.2%   Balance sheet total 2 176.6 2 063.4 5.5%   Liabilities 773.0 864.9 –10.6%   Equity 1 403.6 1 198.4 17.1%   Financial Key Data   Equity ratio 64.5 58.1 11.0%   Return on equity 8.5 11.6 –26.9%   Employee Key Data  1 Headcount as of balance sheet date 3 382 3 351 0.9%  2 Operating revenues per employee in CHF 000 315.0 314.2 0.3%   Key figures per share   Net income per share in CHF 10.68 13.33 –19.8%   Dividends per share in CHF 4.00 3 4.50 –11.1%  4 Dividend yield 3.7% 4.4% –15.4%  4 Price/earnings ratio x 10.1 7.7 31.1%

1 2  3  4 

Number of full-time equivalents of continuing operations Based on the average number of employees Proposed appropriation of profit by the Board of Directors Based on year-end price


Contents Survey 1 Editorial by the Chairman of the Board of Directors 2 Board of Directors 4 Remarks from the CEO 6 Management Board 8 Organisation Chart Annual Report 2013 Operational reporting and market conditions Financial reporting Multi-year comparison Information for investors Tamedia Group Tamedia AG Compensation report Corporate Governance

10 11 13 26 33 34 36 113 124 132

Contacts/Imprint 144

1


Survey

Editorial by the Chairman of the Board of Directors A year of lessons and successes

Dr. Pietro Supino, Chairman of the Board of Directors

Ladies and Gentlemen The external environment in which Tamedia operated during the 2013 financial year was again demanding. While acquisitions contributed to revenues growing by 5 per cent, net income before depreciation and amortisation remained the same. Behind this relative stability lies striking structural change. Digital business accounted for 22 per cent of revenues, compared with 14 per cent during the previous year, and its share of net income grew to 25 per cent. This means that our announced goal, namely for digital operations to represent one quarter of our revenues and one third of our net income, is within reach. Another positive element is that the repayment of the borrowed capital taken up in conjunction with the acquisition of jobs.ch is progressing on schedule. The past year was one that brought many lessons and successes for our company: Journalists in our media group received several awards, namely the Swiss Media Prize for local journalism, the Prix Dumur and the Zurich Journalism Prize, the projects to converge 20 Minuten and Tages-Anzeiger progressed, we moved into our new Zurich premises designed by Shigeru Ban, a centre of excellence for Digital Advertising & Services was set up, we acquired Starticket, we entered into a partnership with the Norwegian media group Schibsted in the small advertisements sector in the form of tutti.ch, the commuter newspaper Metroxpress was relaunched in Denmark, we took over the Winterthur-based Ziegler Druck- und Verlags-AG with the Landboten, and we established an Advisory Board for Digital Development in our company. The results recorded during the 2013 financial year were good given the circumstances, and enabled us to distribute a slightly reduced dividend of CHF 4 per share. In addition to their remuneration, employees also benefited from the profit participation programme in the amount of CHF 4.9 million. The positive performance recorded by our company would not have been possible without the hard work of our employees and managers under the leadership of our Management Board. On behalf of the Board of Directors, I would like to take this opportunity to offer you all my heartfelt thanks. Particular thanks go to Christoph Tonini, who in early 2013 took over as Chief Executive Officer, as an ideally prepared successor to Martin Kall. One year on, it is safe to say that he is worthy of the faith invested in him. He has settled in to his new position of responsibility exceptionally well, and the entire managerial team is working together very well.

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Looking to the future, we can only expect our environment to continue to develop dynamically. The overriding trends in the media industry can be summed up by the following five points: 1. The number of media products on offer has soared and will continue to grow. There have never been so many mediocre products on offer, nor has there ever been so much worthwhile media content. Yet the time available for media use has not changed. 2. The media landscape and consumption of media are now fragmented. Classified advertisements for jobs, property, cars and dating have generally shifted to the Internet sector. New, highly competitive business areas have emerged, the income from which is no longer available to finance journalistic content. 3. There is high cost pressure, which is not going to ease, especially as the media sector has, despite everything, come off comparatively lightly to date. In terms of purchasing, and as consumers, we can benefit from this pressure. But as a supplier and at the workplace we are hit hard. 4. The process of structural change continues unabated. The printed sector is losing out to digital offerings. Nevertheless, I believe in the future of printed media, and in the future of the newspaper in particular. However, those newspapers that want to survive must refine their qualities and continue to develop. The concept of opinion leadership might have been enough in the past, but in future, readers will expect a quality newspaper to go beyond the role of chronicler. They will demand that interesting issues be raised, providing them with new insights and intellectual options that enable them to form their own opinions. 5. Disintermediation in the reader, user and advertising market has only just begun. Thanks to new communication methods, more and more contacts are taking place outside of the traditional media system. It is not possible to predict how the concept of public space as a marketplace for information, opinions and commercial offers will change in future. The drivers of these changes are technological development, which impacts on the media industry in particular, and globalisation, which is also impacting on media use and the range of media offerings. There is no escaping these changes. Rather, we have to get used to the fact that they will only gather speed. Standing still is definitely not a good strategy. We must continuously adapt, in terms of content and also in terms of our processes and efficiency, in other words costs. We must focus on the value added that we can create. And we must offset the unavoidable negative aspects by embracing the new opportunities that are available to us. We are proud that we have succeeded in this so far. It remains our ambition. The stability and the long-term approach of our shareholders are a major strength and a key competitive advantage for Tamedia. The resulting independence is key to our fulfilling our journalistic function. I would like to take this opportunity, ladies and gentlemen, to thank you for being so committed to Tamedia and for your interest in our company beyond the financial aspects. Despite occasional criticism, you have made do over the past few years with a return that was well below expectations and the effective investment results of our pension fund. We are, however, aware of the fact that an appropriate return on capital in line with the level of risk is in keeping with the principle of sustainability, and we are confident that our company’s long-term development will comply with this requirement. As already announced, Tibère Adler will be leaving the Board of Directors at the Annual General Meeting on 11 April 2014 in order to take on a new position as Directeur Romand at Avenir Suisse. Tibère Adler has sat on the Board of Directors since 2011, having spent the previous 18 years at Edipresse, the last six years of which as General Manager. Our thanks and best wishes go with him. The Board of Directors will propose to the General Meeting that Marina de Planta be elected as a new member of the Board of Directors. The plan is for her also to take over from Tibère Adler as chair of the Audit Committee. Marina de Planta, born in 1965 in Paris, studied economics at Geneva University and qualified as a tax expert in 2012. She worked for Ernst & Young for seventeen years, based in Geneva, Zurich and Hong Kong. Since 2010, Marina de Planta has been a partner and tax expert at the law practice Ducrest Heggli Avocats LLC in Geneva. We hope to see her elected and look forward to working with her.

Dr. Pietro Supino Chairman of the Board of Directors

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Board of Directors

Pietro Supino

Tibère Adler

Claudia Coninx-Kaczynski

Martin Kall

Pietro Supino, Chairman of the Board of Directors, Chairman of the Journalism Committee, Chairman of the Nomination and Compensation Committee, Chairman of the Business Development Committee and Chairman of the Advisory Board for Digital Development  Dr. Pietro Supino (CH/I/1965) has been Chairman and publisher since May 2007. He was elected to the Board of Directors of Tamedia in 1991. Between 1989 and 1998 Pietro Supino gained experience as a lawyer and in business consultancy before founding a private bank with partners in Zurich. He is currently also Chairman of 20 Minuten AG, Espace Media AG, Finanz und Wirtschaft AG and Ziegler Druck- und Verlags-AG, as well as Vice Chairman of Tamedia Publications romandes S.A. and Edita SA in Luxembourg, Member of the Board of Directors of Le Temps SA and the Swiss news agency Schweizerische Depeschenagentur AG, Vice Chairman of the Board of the Swiss Media Association and a member of the Board of Trustees of the Orpheum Foundation for the Advancement of Young Soloists and of the Foundation for Constructive, Concrete and Conceptual Art in Zurich. He is also a member of the International Advisory Council of RCS MediaGroup S.p.A. in Milan and of the Board of the Italian Chamber of Commerce for Switzerland. Pietro Supino completed his studies in law and economics with a doctorate from the University of St. Gallen. He has also been admitted to the Zurich bar and holds a Masters from the London School of Economics and Political Science. He attended the Columbia School of Journalism in New York, which prepared him well for his future as a publisher. He has been a member of the Board of Visitors since 2012. Tibère Adler, Chairman of the Audit Committee  Tibère Adler (CH/1963) has been a member of the Board of Directors since May 2011. He studied law at Geneva University and subsequently passed his bar examinations. He obtained an Executive MBA from the renowned International Institute for Management Development (IMD) in Lausanne. Having worked in an independent capacity as a lawyer and legal counsel to the Association of Publishers for the French-speaking Press, Tibère Adler joined Edipresse in 1993, where he undertook a number of different functions: Legal Advisor, Head of HR Management, Administrative Director, General Secretary, Director of Edipresse Online, Vice General Manager and General Manager of Edipresse Suisse. From 2005 to mid 2011 he was responsible for the entire Edipresse Group in the capacity of General Manager (CEO). Tibère Adler sits as an independent member on the boards of directors of various Swiss companies. He is Chairman of the Board of Digital Luxury Group, DLG SA in Geneva and a member of the Board of Ports Francs et Entrepôts de Genève SA in Lancy. He is also Chairman and co-founder of the Swiss Board Institute foundation in Geneva, and Honorary President of Médias Suisses, the association of French-speaking private Swiss media, in Lausanne. Claudia Coninx-Kaczynski, Member of the Nomination and Compensation Committee and of the Audit Committee Claudia Coninx-Kaczynski (CH/1973) has been a member of the Board of Directors since April 2013. Claudia Coninx-Kaczynski is a member of Tamedia’s founding family. She is a member of the Board of Directors of P.A. Media AG, a subsidiary of Swisscontent AG, and of the board of the Orpheum Foundation for the Advancement of Young Soloists in Zurich and also sits on the Human Rights Watch Committee in Zurich. She previously managed a real estate company in the capacity of board member. Claudia Coninx-Kaczynski studied law at Zurich University and copyright law and international financial law at the London School of Economics and Political Science, obtaining a Master of Law.

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Pierre Lamunière

Konstantin Richter

Iwan Rickenbacher

Martin Kall, Member of the Nomination and Compensation Committee and of the Business Development Committee Martin Kall (D/1961) has been a member of the Board of Directors since April 2013. He is Chairman of the Supervisory Board of Funke Mediengruppe GmbH & Co. KGaA (formerly WAZ Group) in Essen, and Vice Chairman of the Supervisory Board of Frankfurter Allgemeine Zeitung GmbH (FAZ) in Frankfurt am Main. He is also a member of the Board of Directors of Zürcher Oberland Medien AG in Wetzikon and of Verlag-AG Schweizer Bauer in Berne. From April 2002 until December 2012 Martin Kall was CEO of Tamedia. Before working for Tamedia, Martin Kall was a member of the Ringier AG Group Management, where he headed both the European Publishing Division and the Swiss Magazines Division. From 1989 to 1996 he was with Bertelsmann Group, ultimately as CEO of Bertelsmann Fachinformation GmbH in Munich. In 1989, he earned an MBA from Harvard Business School. He completed his studies in history and economics at the University of Freiburg im Breisgau and at the London School of Economics and Political Science in 1987 with a degree in economics (“Diplom-Volkswirt”). Pierre Lamunière, Member of the Business Development Committee and of the Journalism Committee  Pierre Lamunière (CH/1950) has been a member of the Board of Directors since May 2009. After completing his studies in the US (MBA Wharton School, University of Pennsylvania) Pierre Lamunière joined Edipresse Group in 1977. From 1987, he headed the company as General Manager, and in 1998 he was named Chairman of the Board of Directors and Chief Executive Officer. From 1997 to 2002 Pierre Lamunière served on the Board of Directors of Swiss Post. He is Chairman of Lamunière SA and its subsidiaries, and also of Tamedia Publications romandes and LS Distribution Suisse SA. Pierre Lamunière is also a member of the Board of Directors of Le Temps SA and a member of the Management Board of the International Federation of the Periodical Press (FIPP), where he served as Chairman from 2007 to 2009. Since March 2008, he has been on the Board of Directors of Banque Cantonal Vaudoise (BCV). Konstantin Richter, Member of the Journalism Committee and of the Audit Committee  Konstantin Richter (D/1971) has been a member of the Board of Directors since 2004. He began his professional career in 1997 as an assistant editor at the media trade magazine Columbia Journalism Review in New York. He was a reporter for the Wall Street Journal in Brussels from 1999 to 2001, and from 2004 to 2005 was the Co-Managing Director of the Rogner & Bernhard publishing company in Hamburg and Berlin. He is now based in Berlin, working as a freelance writer and journalist. He is the author of novels “Bettermann” (2007) and “Kafka war jung und er brauchte das Geld” (2011) and is a regular contributor to the German-language Sunday newspaper Welt am Sonntag. He was awarded the German Reporter Prize in 2011 for a piece printed in the Hamburg weekly newspaper Die Zeit. Konstantin Richter has a BA in English Literature and Philosophy from Edinburgh University and a Master’s degree from the Columbia University Graduate School of Journalism in New York. Iwan Rickenbacher, Member of the Journalism Committee and of the Business Development Committee  Prof. Dr. Iwan Rickenbacher (CH/1943) has been a member of the Board of Directors since 1996. He began his professional career in 1975 as Director of the Teachers’ College of the Canton of Schwyz. From 1988 to 1992, he served as General Secretary of the Christian Democratic People’s Party of Switzerland (CVP) in Berne. He has been working as an independent communications consultant since 1992. In 2000, he was appointed Honorary Professor at the University of Berne. He is a member of the Board of Directors of Eskamed AG, Basel, and Chairman of the Board of Trustees of the Lucerne-based Swiss School of Journalism (MAZ). After obtaining his teacher’s certificate, Iwan Rickenbacher studied educational sciences and graduated with a doctorate.

5


Survey

Remarks from the CEO Network effects of a strong media group prove their worth

Christoph Tonini, Chief Executive Officer

Once again newspapers and magazines in Switzerland faced the challenge of structural change last year. In 2013 alone, commercial advertising in newspapers and magazines dropped by 11 per cent, while classified advertisements continued their shift towards the online sector. Nevertheless, I remain optimistic about the future. Tamedia now has over 3,300 employees across three countries and five linguistic regions. Our staff work in newspaper, magazine and online editorial teams, they look after our subscribers, talk to our advertisers, develop new digital offerings, keep in touch with young start-up companies and print millions of newspaper pages every single day. Our media and products reach four out of five people in Switzerland every day, keeping them up to date, entertaining them, helping them to find new homes and new jobs, providing useful contact information and dates for their diary, and even helping them surprise their friends with concert tickets. It is this commitment on the part of our staff, but also our employees’ readiness to embrace and develop new media and products, that makes me confident about the future. By means of a new innovation fund, we want to give our staff the opportunity to contribute their ideas for the future, so that we can tap into ­Tamedia’s creative potential even more effectively over the years to come. Just a few weeks after the launch of this fund, it is very clear that there is no shortage of ideas. What we have to do now is take these ideas further so that they are ready for implementation. The challenges that lie ahead should not be underestimated. The shift towards new media in the advertising sector, but also new user preferences on the part of our customers, are developments that will challenge us, and all media companies in western industrialised states, for many years yet. In order to be able to invest in new products and to be able to continue to satisfy our readers on a daily basis, despite these difficulties, we must continue to work on keeping our costs down and becoming even more efficient, while at the same time being willing to try out new ideas and to invest in innovative business fields. As far as our media are concerned, it is a clear advantage to be part of a national media group. It is no ­coincidence that Tamedia is the only Swiss media company to be represented in four cantons with two daily newspapers. Cooperation projects such as those in place between Bund and Tages-Anzeiger, but also between 6


Segment information

in CHF 000 2013 2012

Print Regional 521 188 540 251   Print National 376 697 397 456   Digital 233 338 143 854   Eliminations (62 118) (63 601)   Operating revenues 1 069 106 1 017 961     Print Regional (440 314) (448 186)   Print National (317 165) (300 711)   Digital (176 682) (134 191)   Eliminations 62 118 63 601   Operating expenses (872 043) (819 486)     Print Regional 80 874 92 065   Print National 59 533 96 745   Digital 56 656 9 664   Operating income before depreciation and  amortisation (EBITDA)  197 063 198 474     Print Regional 15.5% 17.0% Print National  15.8% 24.3% Digital  24.3% 6.7% EBITDA margin  18.4% 19.5%

BZ Berner Zeitung and Der Landbote, Zürcher Unterländer and Zürichsee-Zeitung, and between Tribune de Genève and 24 heures help to maintain this media diversity. High capacity utilisation levels in our print centres keep printing costs down, an advantage which has also been enjoyed by our partner Basler Zeitung since 2013, and which is set to be enjoyed by La Liberté and Freiburger Nachrichten from 2015. Through many such measures, both large and small, we have already, in 2013, been able to cushion some of the fall in revenues experienced in the Print Regional division and to lay the foundation for improved results during the current year. The Print National division is also benefiting from these network effects. As the advertising market continues to shrink markedly, such effects are ­crucial in tackling falling revenues and exploiting synergistic benefits. Through the advertising supplement Encore, which developed successfully, SonntagsZeitung and Le Matin Dimanche are better equipped to gain market share on the national advertising market. SonntagsZeitung will be able to expand its already strong readership position in 2014 thanks to its cooperation with Basler Zeitung and Bund. Denmark’s commuter newspaper Metroxpress, which was

given a complete facelift a year ago, can not only draw on the experiences of 20 Minuten, 20 minutes, 20 minuti und L’essentiel in a range of ­markets, it can also benefit directly from the shared platform and design. The Digital division recorded a particularly gratifying performance last year, developing into one of the main pillars of Tamedia. The first-time inclusion of JobCloud, which operates jobs.ch and jobup.ch, and the full-year consolidation of FashionFriends made a clear contribution to the significant rise in revenues and results, as did the first-time consolidation of Olmero and Renovero, and also Starticket. Another very positive aspect, however, is the convincing level of organic growth recorded by our existing digital activities, such as homegate.ch or search.ch, as we make real progress in the development of content for mobile use. With the launch of digital payment models for our daily newspapers, investments in collaborative advertising offers, marketing strategies and technologies, there are further milestones ahead of us in the Digital division during the current financial year. Despite what has been a difficult market environment, Tamedia succeeded in recording a respectable level of income in 2013. This opens up scope for investment in new media projects and means we can actively shape our future as a Swiss media group. Tamedia has invested more than CHF 1.5 billion over the past ten years, and this is an approach that we wish to continue. I am delighted that, during this process, we can rely on a stable group of shareholders, a strong Board of Directors, competent managers and dedicated employees. I would therefore like to conclude by thanking you all for your hard work and commitment over the past year.

Christoph Tonini Chief Executive Officer

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Management Board

Christoph Tonini

Christoph Brand

Ueli Eckstein

Marcel Kohler

Christoph Tonini, Chief Executive Officer  Christoph Tonini (CH/I/1969) has been Chief Executive Officer of Tamedia since January 2013. He joined Tamedia in April 2003 as Chief Financial Officer and member of the Management Board. In recent years he has headed, among others, the Services, Newspapers Switzerland, Media Switzerland and most recently the Digital & 20 Minuten Division. He was also Deputy CEO from 2007. Before joining Tamedia, Christoph Tonini held various positions for Ringier between 1998 and 2003. Ultimately, he held the position of Head of Ringier Hungary and Romania. Christoph Tonini completed an MBA at St. Gallen University from 2001 to 2003. Prior to that, he completed an apprenticeship in offset printing and studied at the Swiss Engineering School for Printing and Packaging (esig) in Lausanne from 1990 to 1993. Christoph Brand, Head of the Digital Division  Christoph Brand (CH/1969) has been a member of the Management Board since 1 October 2012 and is responsible for the Digital Division. Formerly CEO of software company Adcubum, Christoph Brand was CEO of telecommunications firm Sunrise from 2006 to 2010, where he implemented a successful growth strategy. Prior to this, Brand was CEO of Bluewin and held key positions at Swisscom, latterly as Chief Strategy Officer and member of the Group Executive Board. In addition to his operational responsibilities, he also served on the boards of directors of Directories, Cinetrade, Swisscom Mobile and Micronas. Christoph Brand studied economics at the University of Bern from 1989 to 1995 and completed the Advanced Management Programme at INSEAD in 2000. Ueli Eckstein, Head of the Regional Media German-speaking Switzerland Division  Ueli Eckstein (CH/1952) has been a member of the Management Board since September 2009 and is responsible for the Regional Media German-speaking Switzerland Division. He was previously Deputy CEO and head of AZ Medien’s print media division. A trained typesetter, Ueli Eckstein had already worked for Tamedia during the period from 1976 until 1997. After having worked as an accountant for the former Tages-Anzeiger AG, he was, among other activities, a member of the management board, the manager of the accounting department and director of controlling and deputy publishing director of the Tages-Anzeiger. From 1995 to 1997, before changing to AZ Medien, Ueli Eckstein managed the publishing division of the SonntagsZeitung. His education included studies at the Technical School of the Graphic Arts Industry Zurich (TGZ) and the Controller-Akademie Gauting in Germany. Marcel Kohler, Head of the 20 Minuten Division  Marcel Kohler (CH/1960) has been a member of the Management Board since January 2013 and is responsible for the 20 Minuten Division. He had previously been CEO of the 20 Minuten media network since 2006. He entered the media industry in 1982 when he joined Schaff hauser Bock. From 1985 Marcel Kohler worked in the publishing division of the Neue Zürcher Zeitung for over 20 years. He initially held the position of key account manager, before progressing to sales manager, head of advertising and deputy publishing director. He was also a member of the project team responsible for the launch of NZZ am Sonntag. He completed sales management training at the Swiss Marketing and Advertising Institute (SAWI) in Biel as well as further training in systems marketing at the University St. Gallen.

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Sandro Macciacchini

Serge Reymond

Andreas Schaffner

Sandro Macciacchini, Head of the Finances Division  Sandro Macciacchini (CH/1966) has been a member of the Management Board since 1 January 2008 and is responsible for the Finances Division. He took over as head of Tamedia’s Legal Department in 2003. He completed his law studies in 1995, qualifying as an attorney-at-law and beginning his career at a Berne-based law firm before working as a legal counsel for the Swiss Press Association until 1999. Sandro Macciacchini completed his dissertation on media law in April 2003. In 2006 he completed CAS training in financial and business accounting, and in 2009 he was awarded a Master of Advanced Studies Corporate Finance degree. Serge Reymond, Head of the Publications romandes and Media German-speaking Switzerland Division  Serge Reymond (CH/1963) has been a member of the Management Board since 1 May 2011 and is responsible for the Publications romandes Division. With effect from the start of 2012, he also took on responsibility for the Media German-speaking Switzerland Division, which was newly created at that time. Serge Reymond studied mathematics and economics at Lausanne University, gaining a first degree and an MBA. Prior to joining Tamedia, he worked for Galenica and the Swatch Group, among others, before taking on the management of the kiosk retail and distribution company Naville-Détail based in western Switzerland in 1997. In 2007 Serge Reymond was appointed as the CEO of the entire Naville Group. Serge Reymond joined the Edipresse Group as deputy chief executive officer in 2009, taking on the role of CEO of Edipresse Suisse (Tamedia Publications romandes) with effect from 1 June 2009. Andreas Schaffner, Head of the Publishing Services Division  Andreas Schaffner (CH/F/1963) has been a member of the Management Board since 1 November 2009 and is responsible for the Publishing Services Division. In this position he is responsible for the three printing centres in Berne, Lausanne and Zurich, as well as the areas preliminary services, publishing logistics and reader-market services. After completing a bookbinder apprenticeship, Andreas Schaffner acquired professional and management experience in the graphic arts industry prior to studying engineering at the Ecole Suisse d’Ingénieur des Industries Graphiques in Lausanne. In 1995 he joined Ringier as a project manager, where he headed various services and printing areas before becoming CEO of Ringier Print Adligenswil in 2005. Andreas Schaffner, who successfully completed a part-time Executive MBA, was a member of the Ringier Switzerland Management Board from 2007 to 2009.

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Organisation Chart (Status 21 January 2014)

Participations: Le Temps Lausanne Cités GHI other participations

24 heures Bilan La Broye Encore Femina GuideTVCinéma hommages.ch Journal de Morges Le Matin Le Matin Dimanche Newsnet Romandie Le Régional Tribune de Genève Tribune des Arts Télétop Matin

Publications romandes Serge Reymond

CEO Christoph Tonini

Members Tibère Adler 1 Claudia Coninx-Kaczynski 1, 3 Martin Kall 3, 4 Pierre Lamunière 2, 4 Konstantin Richter1, 2 Iwan Rickenbacher2, 4

Chairman Pietro Supino 2, 3, 4

Shareholders Meeting of Tamedia AG Board of Directors

Management Board

Regional Media Germanspeaking Switzerland Ueli Eckstein Espace Media: Bantiger Post Bernerbär BZ Berner Zeitung Der Bund BZ Langenthaler Tagblatt Thuner Amtsanzeiger Media Zurich: Furttaler & Rümlanger Glattaler & Volketswiler Der Landbote Newsnet SonntagsZeitung Stellen-Anzeiger & Alpha Tagblatt der Stadt Zürich Tages-Anzeiger & Züritipp Winterthurer Stadtanzeiger Zürcher Unterländer Zürichsee-Zeitung Participations: BO Berner Oberländer TT Thuner Tagblatt other participations

Secretary General Reto Spiri

Digital Christoph Brand

20 Minuten 20 minutes 20 Minuten Friday Metroxpress tilllate.com

20 Minuten Marcel Kohler

Publishing Services Andreas Schaffner

Corporate Communications Christoph Zimmer

fashionfriends.ch homegate.ch olmero.ch renovero.ch search.ch starticket.ch

Participations: 20 minuti L’essentiel tio.ch

Applications support Distribution Logistics Prepress Printing facility Berne Printing facility Lausanne Printing facility Zurich Reader market services Ziegler Druck

Corporate Development & Projects Roland Wittmann

Human Resources Jacqueline Wüthrich

1 Members of the Audit Committee 2 Members of the Journalism Committee Members of the Nominating and Compensation Committee Members of the Business Development Committee 3 4

Media German-speaking Switzerland Serge Reymond Annabelle Finanz und Wirtschaft Das Magazin Schweizer Familie Participations: TVtäglich

Participations: car4you.ch doodle.ch JobCloud AG jobsuchmaschine.ch tutti.ch zattoo.ch other participations

Controlling Corporate finances Corporate accountancy Facility management Information technology Legal services

Finances Sandro Macciacchini

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:

Annual Report 2013

11


Table of contents Operational reporting and market conditions Market assessment Segment reporting in overview Print Regional Print National Digital The business divisions at a glance (exhibit)

13 13 15 15 19 22 25

Financial reporting Financial overview Changes in the group of consolidated companies Sales (operating revenues) Operating expenses Operating income before depreciation and amortisation (EBITDA) Balance sheet and shareholders’ equity

26 26 27 28 28 29 30

Multi-year comparison

33

Information for investors

34

Tamedia Group Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Statement of changes in equity Notes to the consolidated financial statements Consolidation and measurement principles Notes to the consolidated income statement, balance sheet, statement of cash flows and statement of changes in equity Further disclosures in relation to the consolidated financial statements Report of the statutory auditors

36 36 37 38 39 40 41 41 54 93 111

Tamedia AG Income statement Balance sheet Notes to the annual financial statements Basic principles Notes Proposed appropriation of profit by the Board of Directors Report of the statutory auditors

113 113 114 116 116 117 121 122

Compensation report Content and method of determining compensation and shareholding programmes Total compensation paid to the Board of Directors, the Advisory Board and the Management Board Compensation paid to the Board of Directors Highest compensation paid to a member of the Management Board Report of the statutory auditors

124 124

Corporate Governance Group structure and shareholders Capital structure Board of Directors Management Board Shareholders’ rights Changes of control and defensive measures Statutory auditors Information policy

132 132 135 136 140 140 141 142 143

12

126 127 129 131


Operational reporting and market conditions

Market assessment Economic growth in Switzerland; print advertising market continues to fall The Swiss economy was able to benefit from economic growth in northern Europe last year, growing by 1.9 per cent and matching the forecast made by the State Secretariat for Economic Affairs (SECO). Household and government spending both developed particularly positively, as did spending by foreign tourists. Exports of goods, caught in a sideways movement for a relatively long phase, also began to grow again from the middle of the year onwards. Unemployment in Switzerland grew in 2013, despite stronger levels of economic growth, with a year-on-year increase of 0.3 per cent and an average unemployment rate for the year of 3.2 per cent. The jobless figures reached their lowest level of 2.9 per cent in June 2013 after an easing of the situation on the labour market during the first six months. They subsequently rose again gradually, reaching their highest level for 2013 at 3.5 per cent in December. The Swiss advertising market was down slightly despite the economic growth during the past year. According to Media Focus, a joint venture between GfK Schweiz and Nielsen, gross advertising exposure fell by 0.6 per cent compared with the previous year. Gross advertising exposure is a measure of published prices and does not take into account any discounts. Growing advertising exposure was recorded in the following sectors: beverages (+22 per cent), services (+12 per cent), construction, industry and furniture, and watches and jewellery (+11 per cent). In contrast, there were pronounced declines in advertising exposure in the energy sector (–25 per cent), the IT and office supplies and cosmetics and personal care segments (–15 per cent), as well as in the household goods and appliances segment (–13 per cent). The two major retailers Coop and Migros again remained by far the largest advertisers in Switzerland in 2013. Newspapers and magazines still hold the largest share of the advertising market, with 47 per cent, although there was another drop in market share compared with the previous year (49 per cent). Television continues to occupy second place but grew its market share again, now accounting for 32 per cent of the advertising market (previous year: 31 per cent). Outdoor advertising now accounts for 12 per cent of advertising (previous year: 11 per cent) followed by radio advertising at 5 per cent (unchanged on previous year). Online advertising remained in fifth position and continued to account for 3 per cent of gross advertising exposure. Online advertising revenues still only take account of classic display advertising formats. Advertising statistics from WEMF AG für Werbemedienforschung, which are based on net print advertising revenues as reported by the media companies and thus reflect actual market developments more reliably, show a decline of 11 per cent. Advertising sales fell across all forms of print media. Particularly hard hit were the daily press with a circulation of more than 50,000 (–18 per cent), the daily press with a circulation of up to 50,000 (– 9 per cent), and the specialist press (– 9 per cent). Although the Swiss job market is currently in a high according to the Adecco Swiss Job Market Index, the WEMF advertising statistics show that the Swiss press was unable to benefit. A year-on-year fall of 26 per cent was recorded. In contrast, advertising levels on online job vacancy sites were up by 4 per cent according to the Adecco Swiss Job Market Index. The State Secretariat for Economic Affairs (SECO) and the leading economic forecasters expect the economic environment to continue to improve during the current year, with gross domestic product set to grow by more than 2 per cent. Tamedia expects the fall in 13


Operational reporting and market conditions

Net advertising expenditure Print 2013 in CHF mill. 2012

2013

1575  

1350  

1125  

900  

1447 1284

781 675  

450  

225

659

331 311 148 138

0

41

39

38

44

36

40

64

61

Dailies

Regional weeklies

Sunday press

Financial and business press

Public press

Special interest

Professional periodicals

Total Print

Source: Inseratestatistik WEMF AG für Werbemedienforschung

print advertising revenues to continue, albeit at a slightly slower rate in light of the positive economic environment.

14


Segment reporting in overview

Print Regional In the year under review, media performance in the Print Regional business division was dominated by the strong decline in income from print advertising, which impacted on net income. During the course of the year under review, measures to adapt the publications’ cost structure to market conditions were already determined. The daily newspaper 24 heures, published in western Switzerland, realigned its local and cantonal editorial teams and simplified its management structure in 2013. Last year, the editorial team succeeded in sparking public debate by publishing exclusive articles on topics of national interest. The daily newspaper posted a positive performance despite the challenging advertising environment and succeeded in meeting both its revenue and net income targets. The total circulation of the BZ Berner Zeitung, encompassing BZ Berner Zeitung, BZ Langenthaler Tagblatt, TT Thuner Tagblatt, BO Berner Oberländer and Der Bund, experienced a decrease in revenue and net income in the year under review. The newly launched national supplement Auto, which is enclosed with all Tamedia’s regional newspapers published in German- and French-speaking Switzerland, on the other hand, performed well. The Berne-based daily newspaper Der Bund experienced a slight fall in revenue and a significant drop in net income in 2013. The newly launched cooperation with SonntagsZeitung enabled Der Bund to markedly expand what it offers its readership in the region of Berne. The Tages-Anzeiger could not escape the impact of the decline in the advertising market in the year under review. However, thanks to cost reduction measures, the fall in revenue had no negative impact on net income. The merger of the online and print editorial teams was successfully completed in 2013. The Tages-Anzeiger will introduce a new payment model in the first quarter of 2014. Due to the structural shift of job advertisements towards the Internet, job supplements Alpha and Stellen-Anzeiger experienced a significant drop in revenue and net income. Züritipp, on the other hand, succeeded in meeting expectations. The cantonal government elections were a central topic in the Tribune de Genève in the past year, with the daily newspaper’s coverage including public debates. A public podium spread over two days allowed voters to get to know each candidate. The Geneva-based daily newspaper also performed well in economic terms, ending the year with higher net income despite a fall in revenue. This positive development can be attributed in particular to savings in production costs. The daily newspapers Zürcher Unterländer and Neues Bülacher Tagblatt, which are under the same journalistic management as the Zürichsee-Zeitung, returned to positive territory in the year under review. Since the start of the year, the editorial teams of the Zürcher Unterländer and Neues Bülacher Tagblatt are working out of their new offices in Bülach.

15


Segment reporting in overview

The Zürichsee-Zeitung, which in addition to three regional editions also encompasses the local newspapers Sihltaler and Thalwiler Anzeiger, met expectations in the year under review. In January of the current year, Der Landbote was definitively added to Tamedia’s portfolio, with the result that closer cooperation among all of the publications in the Zurich Regional Newspaper Association could be announced. The partners Der Landbote, Neues Bülacher Tagblatt, Zürcher Unterländer and Zürichsee-Zeitung will work together more closely with a view to strengthening the Zurich Regional Newspaper Association’s position as an independent representative for the newspaper industry. The Bernerbär closed the year with a negative performance in terms of net income in what was a difficult market environment. Meanwhile, the Tagblatt der Stadt Zürich succeeded in fulfilling expectations despite a fall in advertising income. Stable advertising income and optimisations on the expenditure front enabled the Furttaler, Glattaler and Rümlanger Anzeiger to increase their net income. A drop in revenue had a negative impact on net income for weekly newspapers La Broye, Journal de Morges and Le Régional.

In the year under review, the three newspaper printing facilities Centre d’Impression Lausanne, Druckzentrum Bern and Druckzentrum Zürich adjusted printing prices and thus reduced the cost pressure on editorial teams and publishers, who now benefit from lower printing prices. Despite declining circulation, utilisation remained on a par with the previous year due to new orders from third parties. Consequently, the printing facilities taken together exceeded their sales and income targets for the year by a significant amount. Revenues (operating revenues) recorded by the Print Regional Division in 2013 fell by 3.3 per cent to CHF 462.1 million (previous year: CHF 477.7 million). The drop in revenues is primarily attributable to the decline in income from commercial advertising and the renewed fall in job advertising. Operating income before depreciation and amortisation (EBITDA) declined by 12.2 per cent to CHF 80.9 million (previous year: CHF 92.1 million). The EBITDA margin, at 15.5 per cent, was thus lower than in the previous year (17.0 per cent).

16

BERNS WOCHENZEITUNG


Readership figures Title

1 MACH 2013-2

20 Minuten 20 Minuten Friday  20 minutes  20 minuti  24 heures, total issue  Annabelle  Bernerbär  Bilan  BZ Berner Zeitung, total issue incl. Der Bund  Das Magazin  Der Landbote  Femina  Finanz und Wirtschaft  GuideTVCinéma  Le Matin  Le Matin Dimanche  Le Régional  Le Temps  Schweizer Familie  SonntagsZeitung  Tagblatt der Stadt Zürich  Tages-Anzeiger  Télétop Matin  Tribune de Genève  TVtäglich  Zürcher Unterländer  Zürichsee-Zeitung 

1 567 000 504 000 568 000 82 000 204 000 259 000 103 000 62 000 361 000 684 000 60 000 351 000 107 000 216 000 317 000 503 000 100 000 101 000 708 000 651 000 142 000 504 000 369 000 125 000 648 000 44 000 71 000

Source: WEMF, MACH Basic 2013-2 1 Relates to readership: Survey period June to end of July. The new readership figures are based on a new survey method and are thus not comparable to previous readership figures.  

17


Segment reporting in overview

Circulation Title

20 Minuten 20 Minuten Friday  20 minutes  20 minuti  24 heures  Annabelle  Bantiger Post  Berner Oberländer  Bernerbär  Bilan  BZ Berner Zeitung, total issue 2 BZ Langenthaler Tagblatt  Das Magazin  Der Bund  Der Landbote  Femina  Finanz und Wirtschaft  Furttaler  GuideTVCinéma  Journal de Morges  La Broye  L’essentiel 3 Le Matin  Le Matin Dimanche  Le Régional  Le Temps  Rümlanger  Schweizer Familie  Sihltaler  SonntagsZeitung  Tagblatt der Stadt Zürich  Tages-Anzeiger  Télétop Matin  Thalwiler Anzeiger  Thuner Tagblatt  Tribune de Genève  Zürcher Oberländer  Zürcher Unterländer  Zürichsee-Zeitung      Source: WEMF, Circulation bulletin  1  Survey period begins on 1 July and ends on 30 June / total circulation    2 Berner Zeitung, total issue incl. separately recognised publication Der Bund  3  Circulation distribution according to CIM, Centre d’Information sur les Médias    

18

1 Circulation 2013

493 236 168 211 203 189 33 823 68 464 71 162 22 321 18 684 100 016 14 249 162 855 12 538 382 885 46 575 30 174 145 897 27 017 15 333 158 075 6 058 9 089 98 381 51 813 147 556 120 767 39 716 3 751 199 587 1 576 194 127 127 355 173 877 147 311 3 487 20 530 45 871 30 570 19 441 33 407

1 Circulation 2012 Change

495 211 185 081 202 892 34 045 71 957 70 178 22 182 19 873 100 485 13 767 174 067 15 356 411 277 49 725 31 854 160 098 28 566 15 116 148 340 6 061 9 144 94 771 55 299 160 999 119 115 41 531 3 731 192 853 1 733 177 411 131 578 188 602 159 259 3 910 21 402 48 688 32 196 19 989 36 445

–0.4% –9.1% 0.1% –0.7% –4.9% 1.4% 0.6% –6.0% –0.5% 3.5% –6.4% –18.4% –6.9% –6.3% –5.3% –8.9% –5.4% 1.4% 6.6% –0.0% –0.6% 3.8% –6.3% –8.3% 1.4% –4.4% 0.5% 3.5% –9.1% 9.4% –3.2% –7.8% –7.5% –10.8% –4.1% –5.8% –5.1% –2.7% –8.3%


Print National The Print National and Print Regional business divisions were challenged by the state of the print advertising market, which was down overall. While the national dailies and the Sunday newspapers experienced a significant fall in advertising revenue, the financial press was largely able to maintain its advertising budget. The commuter newspaper 20 Minuten, together with its French- and Italian-language counterparts, reached a readership of over 2.2 million last year, exceeding the two million mark for the first time. Despite its unbroken public popularity, the commuter newspaper was not able to escape the decline in the advertising market entirely, leading to a slight decline in net income. The commuter newspaper 20 minutes, like its counterparts in German-speaking Switzerland and Ticino, has appeared under a uniform logo for its news platform and commuter newspaper since last spring. The uniform logo makes clear the convergent activities of the online and print editorial team in all three regions of the country. Advertising revenue for 20 minutes fell last year, resulting in a decline in net income. The Ticino commuter newspaper 20 minuti strengthened its position in Ticino during the reporting year. Although its circulation remained constant, 20 minuti expanded its reach significantly and now serves just under 29 per cent of Ticino’s readership. Despite this, the continuing negative trend in the highly competitive Ticino advertising market led to a decline in revenue and net income. The free people magazine 20 Minuten Friday reached break-even during the reporting year, partly as a result of the previous year’s repositioning. The people magazine again increased its reach in 2013, attracting more than half a million readers for the first time. In 2013, the commuter newspaper L’essentiel, published jointly with the Luxembourg media house Editpress, was able to further improve upon the results recorded during the previous year. The commuter newspaper has an extensive reach and is the number one newspaper in Luxembourg in terms of readership. The commuter newspaper Metroxpress in Denmark was acquired at the start of the reporting year and since April 2013 has appeared in a new format featuring an extensively revised layout. The news platform mx.dk was also overhauled and the newspaper’s distribution adjusted. Following a decline in the months immediately following the relaunch, there was a significant growth in readership, especially within the focus target group of young readers, towards the end of the year. The women’s magazine Annabelle has been led by a new editor-in-chief since the summer. While sales revenue again performed well last year, the advertising revenue of the mostread Swiss women’s magazine fell against the background of a challenging advertising environment.

19


Segment reporting in overview

The French-language business magazine Bilan managed to perform successfully in a very negative market environment and achieved most of its sales and incomes targets. Bilan’s website, which was relaunched during the reporting year, proved extremely popular and the number of visitors increased by around two thirds by the end of the year. Finanz und Wirtschaft, which has been extensively updated over the last two years, achieved its revenue and net income targets and managed to return to profitability. The Saturday supplement GuideTVCinéma, which is included in the dailies 24 heures, ­Tribune de Genève and, since December 2012, La Liberté, was unable to reduce its losses compared with the previous year. Das Magazin experienced a decline in revenue and net income during the year under review against the background of a negative advertising market. From 2014, Das Magazin, the other Tamedia periodicals in German-speaking Switzerland and Finanz und Wirtschaft will be managed by a joint publishing and sales organisation. The daily Le Matin, which is published in western Switzerland, again fell short of expectations during the reporting year. While measures to improve efficiency enabled costs to be cut, a fall in advertising revenue meant that it was not possible to offset the losses of recent years. The new readership figures for the leading paid-for daily in French-speaking Switzerland that were published in autumn 2013 are encouraging. Le Matin Dimanche, published in western Switzerland with its supplements Téletop Matin, Femina and Encore, met its high income expectations last year, despite a fall in advertising revenue. Encore put in an excellent performance as a national supplement, making an important contribution to the good result.

Since last year, Schweizer Familie has appeared in a new, larger format and with several new columns. Sales revenue, which is crucial to the publication, remained stable at a high level, allowing net income to be maintained despite a decline in advertising revenue. SonntagsZeitung has been managed by a new editor-in-chief since December 2013. During the reporting year, the leading Swiss Sunday newspaper suffered from the very negative advertising revenues in the Sunday newspaper market, which resulted in a significant fall in net income. From this spring, the SonntagsZeitung will be overhauled, with a new page architecture featuring six sections. The luxury goods and watch magazine Tribune des Arts entered into a partnership with the important French antiques fair in Bourg-en-Bresse during the reporting year, but the magazine’s revenue and net income did not succeed in meeting expectations.

20


The TV magazine TVtäglich, which Tamedia publishes jointly with Ringier, benefited from a growing readership last year. Thanks to positive developments in the advertising market, TVtäglich finished the year with a significantly higher net income. Revenues (operating revenues) recorded by the Print National Division in 2013 fell by 5.7 per cent to CHF 374.1 million (previous year: CHF 396.7 million). Operating income before depreciation and amortisation (EBITDA) declined markedly by 38.5 per cent to CHF 59.5 million (previous year: CHF 96.7 million) as a result of falling advertising revenues and the investments in the Sunday market and in Denmark. The EBITDA margin, at 15.8 per cent, was thus considerably lower than in the previous year (24.3 per cent).

21


Segment reporting in overview

Digital Performance in the Digital business division was largely dominated by the first-time inclusion of jobs platforms jobs.ch/topjobs.ch as well as FashionFriends, Olmero and Renovero, and also Starticket. It is gratifying to note that news platforms also managed to increase their advertising revenues. In 2013, news platform 20minuten.ch recorded a strong increase in its visitor figures in both German-speaking and French-speaking Switzerland and now reaches 2.4 million unique users per month. Advertising revenue and net income also grew sharply in the year under review, exceeding the high expectations. In the reporting year, media group Tamedia and Norway’s Schibsted Media Group joined forces in the Swiss classified ads and car classifieds market. The two partners incorporated the car4you.ch and tutti.ch platforms into joint ventures. Since autumn 2013, each partner has held 50 per cent of the shares in both platforms. The integration of piazza.ch and tutti. ch was carried out at the same time. In 2013, Swiss real estate platform homegate.ch launched an online mortgage offering in partnership with Zßrcher Kantonalbank and now offers rental guarantee insurance. User figures continued to develop positively. The real estate platform successfully maintained its leading position in the user market as well as in terms of the number of advertisements and achieved its ambitious revenue and net income targets. For the first time, online shopping club FashionFriends was included for an entire reporting period. The platform, which specialises in heavily discounted offers on premium fashion and accessories brands, was unable to meet all its ambitious targets during the initial months. Thanks to its consistent focus on its core business, FashionFriends achieved a clear increase in net income during the fourth quarter. Last year, Jobcloud AG, together with job platforms alpha.ch, ictcareer.ch, ingjobs.ch, jobs.ch, jobup.ch, jobs4finance.ch, jobs4sales.ch, jobsuchmaschine.ch, jobwinner.ch, medtalents.ch, stellen.ch and topjobs.ch, was included for the first time for the entire reporting period. The leading online job portal in Switzerland greatly increased the number of users on its platforms and once again posted a significant improvement in revenue and net income. For the first time, Newsnet, which includes news platforms 24heures.ch, baslerzeitung.ch, bernerzeitung.ch, derbund.ch, lematin.ch, tagesanzeiger.ch and tdg.ch, reached over two million users per month. Despite the display market’s lacklustre performance, Newsnet succeeded in raising its advertising revenues and further improving its earnings. Starting with tagesanzeiger.ch, the online platforms of regional media will gradually roll out digital payment models this year. During the year under review, news platform lessentiel.lu further expanded its range of services and is now available in German. Thanks to renewed growth in its visitor figures, lessentiel.lu currently has the greatest reach of any news platform in the Grand Duchy of Luxembourg.

22


During the reporting year Tamedia acquired a majority share in the Olmero platform, a leading provider of internet-based solutions for the Swiss construction industry. The platform encompasses a tenders platform for handling construction calls for tender, virtual project rooms for the improvement of cooperation in building projects and a document print service. The renovero.ch online marketplace also unites tradesmen and clients. In the year under review, Swiss directory platform search.ch, operated jointly by Tamedia and the Swiss Post, managed to boost its revenue by more than a third and increase its market share in the highly competitive directories market. The sales team was also further expanded. Losses were considerably reduced, despite the continued large investments in expanding the platform. In the previous year, Tamedia acquired a majority stake in ticket marketer starticket.ch. The platform will be further developed by the existing team and cooperation among individual media within Tamedia. Thanks to its innovative print-at-home solution and consistent focus on web technology since its founding, starticket.ch has continually expanded its position and is currently the second largest ticket marketer in Switzerland. In the year under review, nightlife platform tilllate.com, which belongs to the 20 Minuten media network, reported a significant rise in user figures and managed to further expand its leading market position. While revenue growth remained slightly below expectations, the platform was able to significantly reduce its losses. Revenues (operating revenues) from third parties in the Digital business division rose by 62.3 per cent in 2013 to CHF 232.9 million (previous year: CHF 143.5 million). Factors that made a particular contribution to sales growth were the first-time inclusion of JobCloud AG and FashionFriends over the entire reporting period as well as the first-time consolidation of Olmero, Renovero Jobsuchmaschine and Starticket. Operating income before depreciation and amortisation (EBITDA) rose by 486.3 per cent to CHF 56.7 million (previous year: CHF 9.7 million). The EBITDA margin, at 24.3 per cent, was significantly higher than in the previous year (6.7 per cent).

23


Segment reporting in overview

Reach 1 1 Websites NET-Metrix-Profile NET-Metrix-Profile Change   2013-2 2012-2

20 Minuten Online    20minuten.ch     20minutes.ch     tio.ch  Bilan  fuw.ch  homegate.ch  lessentiel.lu 2 Newsnet Bern     bernerzeitung.ch     derbund.ch  Newsnet WCH     24 heures.ch     LeMatin.ch     tdg.ch  PoolFéminin     annabelle.ch     femina.ch  search.ch  sonntagszeitung.ch  tagesanzeiger.ch  tilllate.ch   

Source: NET-Metrix AG, NET-Metrix-Profile Unique User (persons) per month 1  Survey period from 1 April to 30 June of the respective year  2  Information from the publisher    

24

2 425 000 1 952 000 558 000 171 000 46 000 42 000 945 000 526 284 494 000 362 000 228 000 716 000 354 000 475 000 318 000 167 000 69 000 79 000 2 379 000 91 000 1 012 000 565 000

1 896 000 1 532 000 487 000 153 000 28 000 33 000 868 000 439 404 377 000 276 000 170 000 555 000 264 000 343 000 255 000 208 000 82 000 72 000 2 063 000 76 000 893 000 332 000

27.9% 27.4% 14.6% 11.8% 64.3% 27.3% 8.9% 19.8% 31.0% 31.2% 34.1% 29.0% 34.1% 38.5% 24.7% –19.7% –15.9% 9.7% 15.3% 19.7% 13.3% 70.2%


Exhibit 1

Revenues third parties by segment in CHF mill. 2012

2013

1225  

1050  

875  

700  

525  

350  

175

478 462

0

1018

1069

397 374 233 144

Print Regional

Exhibit 2

Print National

Digital

Total

EBITDA by segment in CHF mill. 2012

2013

245  

210  

175

140  

105  

198 197

92   70

35

0

81

97

60

57

10

Print Regional

Print National

Digital

Total

25


Financial reporting

Financial overview Accounting standards The following new and revised standards (IFRS) were applied for the first time in the 2013 financial year. The significant impacts of their first-time application are explained below: – IAS 1 “Presentation of Financial Statements” (amended) The structure of the consolidated statement of comprehensive income has been adjusted by separating the line items into those that will be reclassified to the income statement again at a later date and those that will not. – IAS 19 “Employee Benefits” (amended) As a result of the amendment to IAS 19 “Employee Benefits”, the expected return on plan assets is no longer calculated on the basis of an estimated return on assets. Instead, the discount rate is now used to calculate the net present value of obligations under defined benefit plans. This means that net plan liabilities/net plan assets are now only subject to interest at the discount rate. The retrospective application of this method (restatement) with effect from 1 January 2012 results in employee benefit expenses under personnel expense pursuant to IAS 19 that are CHF 2.0 million higher and a net financial income that is CHF 14.1 million lower than the figures disclosed as of 31 December 2012. Additionally, equity as of 31 December 2012 (taking taxes into account) is increased by CHF 12.6 million due to past service cost not yet recognised. – IFRS 11 “Joint Arrangements” Under the new standard, proportionate consolidation, as had been applied in the past, is no longer permitted. Companies previously subject to proportionate consolidation will now be included at their pro rata equity values as “Investments in associated companies/joint ventures”, and the share of net income will be reported net as “Share of net income (loss) of associated companies/joint ventures”. As a result of the restatement to 1 January 2012, revenues for 2012 are CHF 34.4 million lower, EBITDA CHF 2.9 million lower and EBIT CHF 2.1 million lower. Net income falls by CHF 0.3 million due to tax effects relating to the use of the equity method. Total assets are CHF 15.0 million lower than the amount published in 2012. – IFRS 12 “Disclosure of Interests in Other Entities” Disclosures are required for each category of investment (subsidiaries, joint ventures, associated companies) that provide information on the type of relationship and associated risks and on the impact of these relationships on the financial statements. The disclosures in Notes 11 and 32 have been adjusted accordingly. Tamedia has introduced additional new and revised standards and interpretations. Their first-time application did not lead to any significant changes in the principles of consolidation and valuation, in the assets and income situation or in the disclosures. The revised standards IAS 19, “Employee Benefits – 2014” and IAS 36, “Recoverable Amount Disclosures for Non-Financial Assets – 2014” were adopted earlier than required in 2013. The other new and revised standards and interpretations that must be applied to the consolidated financial statements for 2014 or later are not being applied earlier than required. Their application is not expected to lead to any significant changes in the principles of consolidation and valuation nor in the assets and income situation.

26


Exhibit 3

Operating revenues in CHF mill. 2012

2013

1050  

900  

917

750  

600  

450  

300  

150

937

1069

1018

63 0

73

38

60

Media revenues

Printing revenues

Other operating revenues

Total operating revenues

Changes in the group of consolidated companies Acquisitions As of the beginning of 2013, 20 Minuten AG acquired a 100 per cent interest in MetroXpress A/S from media houses Metro International S.A. (formerly 51 per cent), A-Pressen and JP/Politikens Hus (formerly 24.5 per cent each). MetroXpress A/S operates the free commuter newspaper Metroxpress and the associated news portal. It also acquired their 60 per cent interest in the subsidiary Soundvenue A/S. On 27 March 2013 Tamedia AG acquired a further 64.1 per cent interest in Olmero AG, thereby increasing its stake from 24.4 to 88.5 per cent. This increase in its share gave Tamedia overall control of Olmero AG, which has been included in the group of consolidated companies since 1 April 2013. On 21 June 2013, Tamedia AG acquired an additional 4.3 per cent interest in Olmero AG, at the same conditions as applied in March, thereby increasing its total stake to 92.8 per cent. In January 2014, the exercise of a put option resulted in the purchase of a further 3.6 per cent of the shares, thereby raising Tamedia’s total stake in Olmero to 96.4 per cent. Jobup AG (which merged with Jobcloud AG with effect from 1 January 2013) increased its interest in Jobsuchmaschine AG from 49 per cent to 100 per cent in January 2013 and consolidated the company as of the same month. As of 25 September 2013, Tamedia AG acquired a 75 per cent interest in Starticket AG. This gave Tamedia control of Starticket AG, which it included in the group of consolidated companies with effect from 1 October 2013. Disposal of consolidated companies The Norwegian Schibsted Media Group and Tamedia have been operating the online platforms tutti.ch and car4you.ch via a joint venture since 1 October 2013. As part of this cooperation, Tamedia renounced its sole control of car4you Schweiz AG with effect from 1 27


Financial reporting

Operating expenses

Exhibit 4

in CHF mill. 2012

2013

1050  

900  

872 819

750  

600  

450  

392 300  

150

161

0

162

433

266 277

Costs of material and services

Personnel expenses

Other operating expenses

Total operating expenses

October 2013, which is why car4you Schweiz AG has no longer been consolidated since this date but is now recognised in the consolidated financial statements as a joint venture measured using the equity method. Further details on these transactions can be found in Note 1 of the Notes to the consolidated financial statements.

Sales (operating revenues) Tamedia’s revenues (operating revenues) rose by 5.0 per cent or CHF 51.1 million to CHF 1,069.1 million. While changes in the group of consolidated companies contributed to an increase in revenues of CHF 86.9 million, existing activities resulted in a drop of CHF 35.8 million. Further information on revenues can be found in the segment reporting for each business division. In April 2011 Tamedia decided to end its involvement in radio and TV broadcasting and in specialist mobile and agricultural media. Until their disposal, these activities were reported as discontinued operations and generated revenues of CHF 13.2 million in 2012. The reported revenues for 2013 are mainly the result of disposals of assets reported separately as assets held for sale.

Operating income before depreciation and amortisation (EBITDA). Operating income before depreciation and amortisation (EBITDA) decreased by CHF 1.4 million or 0.7 per cent to CHF 197.1 million. The EBITDA margin fell from 19.5 per cent in the previous year to 18.4 per cent in 2013. The separately disclosed discontinued operations show a profit of CHF 0.7 million at the EBITDA level (previous year: CHF 0.8 million). Operating income (EBIT) was down by 8.1 per cent or CHF 11.2 million to CHF 127.7 million, while the EBITDA margin fell from 13.6 per cent in the previous year to 11.9 per cent.

28


Exhibit 5

Operating income before depreciation and amortisation (EBITDA) in CHF mill. 2012

2013

1050  

900  

1069

1018

872 819

750  

600  

450  

300  

150

0

198 197

Operating revenues

Operating expenses

Operating income before depreciation and amortisation (EBITDA)

Net income The reported net income for 2013 of CHF 119.1 million was 14.4 per cent or CHF 20.0 million below the previous year’s figure of CHF 139.1 million. While associated companies and joint ventures contributed a profit of CHF 5.7 million in the previous year, they accounted for CHF 10.8 million of net income during the year under review. The net income of the associated companies Karriere.at GmbH, Karriere.ch AG and X28 were fully reported in the consolidated financial statements, while in the previous year the profits of these companies were only booked to the income statement for one month, due to the acquisition of Jobcloud AG at the end of November 2012. The shares of net income of the activities of car4you Schweiz AG and tutti.ch AG, which are grouped under the holding company Swiss Classified Media AG, have been included since 1 October 2013. Due to the increase in the shareholding in Olmero AG during the year under review, its share of net income is included only for the period January to March 2013. The increased stakes in FashionFriends AG and Jobsuchmaschine AG mean that unlike in the previous year their shares of net income are no longer included. Financial income decreased by CHF 19.6 million to CHF –3.5 million. No significant gains from the sale of investments were reported in 2013, whereas such gains accounted for a gain of CHF 2.8 million in 2012. Financial expense resulting from the application of IAS 19 rose slightly to CHF –1.6 million in 2013. Other financial income in 2012 still included the adjustment of the last purchase price instalment for Edipresse Suisse in the amount of CHF 18.1 million. Exchange rate gains were up slightly, from CHF –0.4 million to CHF 0.3 million net. The effective tax rate fell from 22.3 per cent to 12.2 per cent. Refunds relating to prior periods were recorded, as were adjustments to tax deferrals in relation to current income taxes, primarily due to tax loss carryforwards and deductions for investments, use of which for tax deduction purposes was previously judged to be unlikely. Unrecognised 29


Financial reporting

Exhibit 6

Balance sheet in CHF mill. 2012

2013

2100  

1800  

1500  

1200  

900  

600  

300

2177

2063 1895

1751

1404

0

312 281

1198

865

773

Current assets

Non-current assets

Balance sheet total

Liabilities

Equity

deferred tax assets on tax loss carryforwards result from the opinion that, based on their earnings position, the relevant companies do not fulfil the prerequisites for the realisation of the losses made. Dividends from non-consolidated companies reduced the tax expense due to the deduction for investments. The change in deferred taxes due to the change in tax rate is primarily attributable to the companies in western Switzerland. The impact of changes in the valuation of deferred taxes can be explained by write-downs, under commercial law, of investment carrying amounts (without any deferred tax effects), which significantly reduced the tax expense.

Balance sheet and shareholders’ equity Total assets increased by CHF 113.2 million, rising from CHF 2,063.4 million to CHF 2,176.6 million. Shareholders’ equity increased by CHF 205.1 million to CHF 1,403.6 million. Contributory factors, in addition to the income level achieved, included the actuarial gain of CHF 141.1 million (after deferred taxes) recognised in the statement of comprehensive income. This resulted from the actuarial changes arising from the application of IAS 19 as a result of the good performance of the employee benefit plan assets in 2013 and caused by a further reduction in the discount rate. An actuarial loss of CHF –17.6 million was reported for the previous year. CHF 47.7 million (CHF 4.50 per share) was distributed to the shareholders of Tamedia AG in the form of a dividend. The company’s equity ratio increased from 58.1 per cent to 64.5 per cent. The current assets of continuing operations decreased by CHF 30.8 million to CHF 272.6 million. Cash and cash equivalents fell by CHF 50.3 million to CHF 54.1 million. Without the first-time consolidation of Olmero AG, MetroXpress A/S and Starticket AG the fall would have been much greater. Assets held for sale decreased by a total of CHF 0.3 million to CHF 8.6 million.

30


Exhibit 7

Changes in equity in CHF mill. 2012

250  

260

200

150  

100  

  50

2013

  0

–50

232

205 172

–100

120

10

1 –15

–62

–50

Total comprehensive income

Dividends paid

Changes in group companies

Other changes in equity

Changes in equity

The increase of CHF 144.3 million or 8.2 per cent in non-current assets was mainly due to the increase in intangible assets and employee benefit assets under IAS 19. Changes in the group of consolidated companies resulted in an increase of CHF 1.2 million in property, plant and equipment. Investments of CHF 22.7 million in property, plant and equipment were offset by depreciation and amortisation of continuing operations of CHF 30.3 million. The share of equity of associated companies was up by CHF 5.6 million (net) to CHF 115.3 million. The shares in the associated companies Olmero AG and Jobsuchmaschine AG are no longer reported due to the full consolidation of these companies. The disposal of shares in Karriere.ch AG took place in December 2013. The share of equity of the three joint ventures car4you Schweiz AG, tutti.ch AG and their holding company Swiss Classified Media AG are included for the first time. Intangible assets increased by CHF 55.7 million, from CHF 1,257.7 million to CHF 1,313.4 million, with the increase primarily attributable to additions of CHF 85.6 million to the group of consolidated companies relating to publishing and brand rights, software and goodwill. The additions to the group of consolidated companies comprise the intangible assets of Olmero AG, MetroXpress A/S and Starticket AG. Further details on these transactions can be found in Note 1 of the Notes to the consolidated financial statements. These additions were offset by current depreciation of CHF 39.0 million. There was no goodwill impairment. No significant disposals of intangible assets were reported in the year under review. The current liabilities of continuing operations decreased by CHF 44.5 million to CHF 400.9 million. This fall can be attributed to current financial liabilities, which were down by CHF 67.8 million, while most other items increased as a result of changes to the group of consolidated companies. Liabilities associated with assets held for sale remained steady at CHF 0.2 million (previous year: CHF 0.2 million). They currently include deferred tax liabilities covering the taxes expected in conjunction with the disposal of properties destined for sale. 31


Financial reporting

Cash flow

Exhibit 8

in CHF mill. 2012

2013

225  

150  

  75

  0

–75  

190 185

62 1 –14

–150  

–50

–62

–92

–145 –225

Cash flow from operating activities

–204

Cash flow used in investing activities

Cash flow used in financing activities

Cash flow from discontinued operations

Change in cash and cash equivalents

Non-current liabilities fell by CHF 47.4 million to CHF 372.0 million. The decrease of CHF 12.7 million in non-current financial liabilities to CHF 187.0 million stems mainly from the repayment of non-current loans payable to third parties. This was offset by an increase in connection with the acquisition of Starticket AG in the form of a variable outstanding amount for investments already acquired and an obligation to purchase non-controlling interests on the basis of put options. The main reason for the increase of CHF 31.0 million in deferred tax liabilities to CHF 164.9 million was employee benefit assets under IAS 19 resulting from changes in the group of consolidated companies. Employee benefit obligations under IAS 19 fell by CHF 65.9 million to CHF 10.7 million as a result of actuarial losses.

32


Multi-year comparison

Multi-year comparison

Operating revenues Growth  Operating income before depreciation  and amortisation (EBITDA)  Growth  Margin 1 Net income (loss) of continuing operations  Growth  Margin 1

CHF mill.

CHF mill.

CHF mill.

Headcount (average) Number CHF 000 Operating revenues per employee  2

Current assets Non-current assets Total assets  Liabilities  Equity   

CHF mill. CHF mill. CHF mill. CHF mill. CHF mill.

Cash flow from (used in) operating activities Cash flow from (used in) investment activities Cash flow after investing activities  Cash flow from (used in) financing activities  Cash flow from (used in) discontinued operations  Change in cash and cash equivalents   

CHF mill. CHF mill. CHF mill. CHF mill. CHF mill. CHF mill.

Return on equity 4 Equity ratio  5 Internal financing ratio of net investment  6 Quick ratio II  7 Debt factor x    3

1 2  3  4  5  6  7 

2013 2012 2011 2010 2009

1 069.1 1 018.0 1 117.2 745.0 749.5 5.0% –8.9% 50.0% –0.6% –15.8% 197.1 198.5 237.7 145.7 90.2 –0.7% –16.5% 63.1% 61.6% –46.3% 18.4% 19.5% 21.3% 19.6% 12.0% 118.5 124.8 177.1 109.4 51.0 –5.1% –29.5% 61.8% 114.5% –59.0% 11.1% 12.3% 15.8% 14.7% 6.8% 3 394 3 240 3 301 2 164 2 339 315.0 314.2 338.4 344.3 320.4 281.2 312.3 410.2 243.5 303.9 1 895.4 1 751.0 1 330.8 990.0 841.1 2 176.6 2 063.4 1 741.0 1 233.6 1 145.0 773.0 864.9 785.2 389.8 334.6 1 403.6 1 198.4 955.8 843.7 810.3 185.1 190.3 179.8 185.3 62.6 (91.6) (203.8) (20.2) (243.4) (2.2) 93.5 (13.4) 159.6 (58.1) 60.4 (144.8) (61.9) (114.9) (25.4) (43.8) 0.9 61.6 29.8 24.0 8.6 (50.3) (13.7) 74.3 (60.1) 25.3 8.5% 11.6% 18.7% 13.1% 5.8% 64.5% 58.1% 54.9% 68.4% 70.8% 202.1% 93.4% 888.9% 76.1% 2907.9% 65.9% 66.0% 64.3% 70.2% 101.3% 2.7 3.0 2.6 0.9 1.1

As a percentage of operating revenues Headcount in continuing operations Net income (loss) including non-controlling interests to shareholders‘ equity at year-end Equity to total assets Cash flow from (used in) operating activities to cash flow from (used in) investment activities Current assets excluding inventories to current liabilities (of continuing operations) Net debt (liabilities less current assets excluding inventories) to cash flow from operating activities

33


Information for investors

Information for investors Share price performance from 3 January 2007 to 4 February 2014 in CHF 2006 2007 2008 2009 2010 2011 2012 2013 2014

200  

  180

160  

  140

  120

100  

  80

60  

  40

20

 

Tamedia R SPI overall index smoothed

Source: Thomson Reuters Datastream

Share price in CHF 2013 2012 2011 2010 2009

High 116.00 116.90 144.90 128.00 87.50 Low  96.70 96.00 102.40 71.75 40.00 Year-end  107.90 102.70 116.50 124.10 75.50

Market capitalisation in CHF mill. 2013 2012 2011 2010 2009

High Low  Year-end 

1 230 1 025 1 144

1 239 1 018 1 089

1 536 1 357 928 1 085 761 424 1 235 1 315 800

Financial calendar Annual General Meeting Half-year report

34

11 April 2014 22 August 2014


Key figures per share in CHF

2013 2012 2011 2010 2009

Net income (loss) per share (undiluted)   Net income (loss) per share (diluted)   EBIT per share EBITDA per share    Free cash flow per share Shareholders’ equity per share    Dividends per share Dividend pay-out rate 2  3 Dividend yield Price/earnings ratio 3 x Price to EBIT ratio 3 x Price to EBITDA ratio 3 x Price to sales ratio 3 x Price to free cash flow ratio 3 x Price to equity ratio 3 x

10.68 13.33 16.82 10.61 4.48 10.67 13.31 16.80 10.61 4.48 12.06 13.12 17.08 10.90 4.84 18.60 18.75 22.45 14.02 8.61 8.83 (1.27) 15.08 (5.59) 5.77 132.48 113.19 90.29 81.14 77.34 4.00 1 4.50 5.75 4.00 1.50 35.8% 38.2% 34.4% 38.7% 30.8% 3.7% 4.4% 4.9% 3.2% 2.0% 10.1 7.7 6.9 11.7 16.9 9.0 7.8 6.8 11.4 15.6 5.8 5.5 5.2 8.9 8.8 1.1 1.1 1.1 1.7 1.1 12.2 (80.9) 7.7 (22.2) 13.1 0.8 0.9 1.3 1.5 1.0

1 Proposed appropriation of profit by the Board of Directors 2  Based on net income (loss) of continuing operations 3  Based on year-end price

Capital structure The share capital of CHF 106 million is divided into 10,600,000 registered shares at a par value of CHF 10 each. Of these, 600,000 shares originated from a capital increase carried out in October 2007 as part of the acquisition of Espace Media Groupe. There is no authorised or conditional capital. The company holds treasury shares for profit participation plans as per Notes 31, 42 and 43. A binding shareholders’ agreement is in place for 67.00 per cent of the shares. The signatories to the agreement currently own 71.80 per cent of the shares.

Appropriation of profit Tamedia pursues a results-based distribution policy. As a rule, 35 to 45 per cent of profit is distributed in the form of dividends.

Investor Relations Tamedia AG Christoph Zimmer Head of Corporate Communications Werdstrasse 21 8021 Zurich, Switzerland Phone: +41 (0) 44 248 41 00 Fax: +41 (0) 44 248 50 26 E-mail: christoph.zimmer@tamedia.ch

35


Tamedia Group

Tamedia Group Consolidated income statement in CHF 000 Note 2013 2012 1

Media revenues 4 Printing revenues  5 Other operating revenues  6 Operating revenues  Costs of material and services  7 Personnel expenses  8 Other operating expenses  9 Operating income before depreciation and amortisation (EBITDA)  Depreciation and amortisation  10 Operating income (EBIT)  Share of net income (loss) of associated companies / joint ventures  11 Financial income  12 Financial expense  12 Income before taxes  Income taxes  13 Net income (loss) of continuing operations  Discontinued operations  15 Net income (loss)  of which     attributable to Tamedia shareholders     attributable to non-controlling interests  16

936 865 72 555 59 685 1 069 106 (162 148) (432 832) (277 063) 197 063 (69 337) 127 726 10 779 2 804 (6 330) 134 979 (16 527) 118 452 664 119 116 113 195 5 921

916 849 63 270 37 841 1 017 961 (161 041) (392 248) (266 197) 198 474 (59 546) 138 928 5 720 23 630 (7 538) 160 741 (35 922) 124 819 14 305 139 124

141 110 (1 986)

1 The figures of the prior period have been adjusted due to a restatement. Further details can be found in the section on changes in accounting policies in 2013.

Net income per share in CHF Note 2013 2012 1

Net income (loss) per share (undiluted) 17 Net income (loss) per share (diluted)  17 Net income (loss) of continuing operations per share (undiluted)  17 Net income (loss) of continuing operations per share (diluted)  17  

1 The figures of the prior period have been adjusted due to a restatement. Further details can be found in the section on changes in accounting policies in 2013.

36

10.68 10.67 10.62 10.60

13.33 13.31 11.98 11.96


Consolidated statement of comprehensive income in CHF 000 Note 2013 2012 1

Net income   Value fluctuation of hedges 37 Currency translation differences    Income tax effects   Other comprehensive income – will be reclassified via the income statement  in future periods  Actuarial gains/(losses) IAS 19  22 Income tax effects  Other comprehensive income – will not  be reclassified via the income statement  in future periods    Other comprehensive income  

Total comprehensive income of which    attributable to Tamedia shareholders     attributable to non-controlling interests   

119 116 139 124 (254) (1 649) (45) – 53 346 (245) (1 303) 180 581 (22 556) (39 441) 4 933 141 140 (17 623) 140 895 (18 926) 260 011 120 198 254 269 122 184 5 741 (1 986)

1 The figures of the prior period have been adjusted due to a restatement. Further details can be found in the section on changes in accounting policies in 2013.

37


Tamedia Group

Consolidated balance sheet

1 1 Note 31.12.2013 31.12.2012 01.01.2012

in CHF 000

Cash and cash equivalents   Current financial assets   Trade accounts receivable 18 Current financial receivables    Current tax assets   Other current receivables   Accrued income and prepaid expenses   Inventories 19 Current assets of continuing operations    Assets held for sale 15 Current assets    Property, plant and equipment 20 Investments in associated companies/joint ventures  11 Employee benefit plan assets as per IAS 19  22 Other non-current financial assets  21 Deferred tax assets  14 Intangible assets  23/24 Non-current assets    Total assets  

Current financial liabilities 25 Trade accounts payable 26 Current taxes payable    Other current liabilities 27 Deferred revenues and accrued liabilities  28 Current provisions  29 Current liabilities of continuing operations    Liabilities associated with assets held for sale 15 Current liabilities    Non-current financial liabilities 25 Employee benefit obligations as per IAS 19  22 Deferred tax liabilities  14 Non-current provisions  29 Non-current liabilities    Total liabilities   Share capital 30 Treasury shares  31 Reserves    Equity, attributable to Tamedia shareholders   Equity, attributable to non-controlling interests   Equity   Total liabilities and shareholders’ equity  

54 140 104 476 104 994 127 381 1 511 173 938 163 720 158 332 7 002 4 205 446 1 393 6 213 9 741 12 764 11 482 18 669 11 384 19 674 8 574 9 292 5 431 272 637 303 414 307 841 8 587 8 898 87 598 281 224 312 313 395 439 356 094 362 714 373 270 115 328 120 934 111 582 96 687 – 2 308 8 671 6 638 7 823 5 233 3 105 3 066 1 313 364 1 257 653 832 442 1 895 377 1 751 044 1 330 491 2 176 602 2 063 357 1 725 930 7 811 75 564 144 649 54 400 51 013 62 073 30 481 33 280 20 029 34 533 34 721 25 768 266 543 247 461 224 062 7 086 3 272 3 594 400 853 445 312 480 174 180 245 13 100 401 033 445 556 493 274 187 032 199 716 91 225 10 665 76 574 58 917 164 945 133 967 107 833 9 324 9 102 8 502 371 966 419 359 266 477 772 999 864 915 759 750 106 000 106 000 106 000 (335) (18 250) (18 618) 1 113 037 926 763 863 186 1 218 702 1 014 513 950 567 184 901 183 928 15 613 1 403 603 1 198 441 966 180 2 176 602 2 063 357 1 725 930

1 The figures of the prior period as well as the opening balance sheet as of 1 January 2012 have been adjusted due to a restatement. Further details can be found in the section on changes in accounting policies in 2013.

38


Consolidated cash flow statement in CHF 000

Direct method Receipts from products and services sold  Personnel expense  Expenditures for material and services received  Cash flow from (used in) trading activities  Dividends from associated companies / joint ventures  Interest paid  Interest received  Other financial result  Income taxes paid  Cash flow from (used in) operating activities 2   Investment in property, plant and equipment  Sale of property, plant and equipment  Investments in consolidated companies  Disposals of consolidated companies  Investments in interests in associated companies / joint ventures  Disposals of associated companies / joint ventures  Investment in other financial assets  Sale of other financial assets  Investments in intangible assets  Cash flow from (used in) investing activities 2 Cash flow after investing activities    Dividends paid to Tamedia shareholders  Dividends paid to non-controlling interests  Increase in current financial liabilities  Decrease in current financial liabilities  Increase in non-current financial liabilities  Decrease in non-current financial liabilities  Increase/(decrease) in other non-current liabilities  (Purchase)/sale of treasury shares  Increase/(decrease) of non-controlling interests  Cash flow from (used in) financing activities 2 Cash flow from discontinued operations  Impact of currency translation  Change in cash and cash equivalents    Cash and cash equivalents as of 1 January  Cash and cash equivalents as of 31 December  Change in cash and cash equivalents 

1 2013 2012

1 032 937 1 001 016 (412 962) (395 617) (406 060) (403 117) 213 915 202 282 12 901 12 165 (3 498) (1 474) 667 418 (172) 17 (38 698) (23 074) 185 115 190 334 (22 715) (17 853) 133 730 (60 194) (173 868) (1 619) – (50) (5 770) 32 129 (8 741) (4 370) 4 154 419 (2 591) (3 186) (91 591) (203 769) 93 525 (13 435) (47 686) (59 489) (2 256) (2 024) 151 65 036 (70 013) (212 494) 440 191 654 (22 750) (43 000) – (1 529) (55) – (2 640) (58) (144 809) (61 903) 923 61 619 25 (28) (50 337) (13 746) 104 476 118 223 54 140 104 476 (50 337) (13 746)

1 The figures of the prior period have been adjusted due to a restatement. Further details can be found in the section on chages in accounting policies in 2013. 2  The figures relate to continuing operations.

39


Tamedia Group

Statement of changes in equity in CHF 000      

Share capital Treasury shares

As of 31 December 2011 prior to restatement 106 000 Impact of changes to IAS 19  ”Employee Benefits”  – Impact of changes to IFRS 11  ”Joint Arrangements”  – As of 31 December 2011 after restatement  106 000   Net income (loss) – Value fluctuation of hedges  – Actuarial gains/(losses) IAS 19  – Currency translation differences  – Taxes on other comprehensive income  – Total comprehensive income  – Dividends paid  – Change in the group of consolidated companies  – Contractual obligations to purchase  non-controlling interests  – Share-based payments  – (Purchase)/sale of treasury shares  – As of 31 December 2012  106 000     Net income (loss) – Value fluctuation of hedges  – Actuarial gains/(losses) IAS 19  – Currency translation differences  – Taxes on other comprehensive income  – Total comprehensive income  – Dividends paid  – Change in the group of consolidated companies  – Acquisition of non-controlling interests  – Shares to be delivered 1 – Contractual obligations to purchase  non-controlling interests  – Share-based payments  – (Purchase)/sale of treasury shares  – As of 31 December 2013  106 000  

Currency translation differences

Reserves

Equity, attributable to Tamedia shareholders

Equity, attributable to non-controlling interests

Equity

(18 618) 768 851 735 939 885 15 898 955 783 – – 10 442 10 442 – 10 442 – (768) 1 009 241 (285) (44) (18 618) – 863 186 950 567 15 613 966 180 – – 141 110 141 110 (1 986) 139 124 – – (1 649) (1 649) – (1 649) – – (22 556) (22 556) – (22 556) – – – – – – – – 5 279 5 279 – 5 279 – – 122 184 122 184 (1 986) 120 198 – – (59 489) (59 489) (2 024) (61 513) – – – – 172 325 172 325 – – (780) (780) – (780) – – 1 663 1 663 – 1 663 368 – – 368 – 368 (18 250) – 926 763 1 014 513 183 928 1 198 441 – – 113 195 113 195 5 921 119 116 – – (254) (254) – (254) – – 180 808 180 808 (227) 180 581 – (45) – (45) – (45) – – (39 435) (39 435) 48 (39 388) – (45) 254 314 254 269 5 741 260 011 – – (47 686) (47 686) (2 256) (49 942) – – – – 10 305 10 305 – – 10 088 10 088 (12 818) (2 729) 17 970 – (19 956) (1 986) – (1 986) – – (10 089) (10 089) – (10 089) – – 378 378 – 378 (55) – (731) (786) – (786) (335) (45) 1 113 082 1 218 702 184 901 1 403 603

1 The 250,000 treasury shares issued and used to pay the purchase price of the third tranche of the investment in Edipresse Suisse in the first quarter of 2013 were reported including the related taxes. 

40


Notes to the consolidated financial statements Consolidation and measurement principles Consolidation principles General comments The consolidated financial statements of Tamedia AG, Werdstrasse 21, Zurich (Switzerland), and its subsidiaries are prepared in compliance with Swiss law and in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB). The consolidation is based on the individual financial statements of the consolidated companies as of 31 December, which are prepared according to uniform accounting principles. All standards issued by the IASB and all interpretations issued by the International Financial Reporting Interpretations Committee that had entered into force by the balance sheet date have been considered during the preparation of the consolidated financial statements. The preparation of the consolidated financial statements requires that the Management Board and the Board of Directors make estimates and assumptions that directly impact the amounts of the assets and liabilities, contingent liabilities, as well as the expenditures and income disclosed in the consolidated financial statements for the reporting period. These estimates and assumptions not only take past experience into account but also developments in the state of the economy and are mentioned wherever relevant in the Notes. They are subject to risks and uncertainties. The actual results may deviate from these estimates. Detailed information on the financial risk assessments are provided in Note 36. The consolidated financial statements were approved by the Board of Directors on 24 February 2014. The Board of Directors proposes that the Annual General Meeting of 11 April 2014 approve the consolidated financial statements. Changes in accounting policies in 2013 The following new and revised standards (IFRS) were adopt for the first time during the reporting period. Their significant impacts are explained below: – IAS 1 “Presentation of Financial Statements” (amended) – 2013 The structure of the consolidated statement of comprehensive income has been adjusted by separating the line items into those that will be reclassified to the income statement again at a later date and those that will not. – IAS 19 “Employee Benefits” (amended) – 2013 As a result of the amendment to IAS 19 “Employee Benefits”, the expected return on plan assets is no longer calculated on the basis of an estimated return on assets. Instead, the discount rate is now used to calculate the net present value of obligations under defined benefit plans. This means that net plan liabilities/net plan assets are now only subject to interest at the discount rate. The retrospective application of this method (restatement) with effect from 1 January 2012 results in employee benefit expenses under personnel expense pursuant to IAS 19 that are CHF 2.0 million higher and net financial income that is CHF 14.1 million lower than the figures disclosed as of 31

41


Tamedia Group

December 2012. Additionally, equity as of 31 December 2012 (taking taxes into account) is increased by CHF 12.6 million due to past service cost not yet recognised. – IFRS 11 “Joint Arrangements” – 2013 Under the new standard, proportionate consolidation, as had been applied in the past, is no longer permitted. Companies previously subject to proportionate consolidation will now be included at their pro rata equity values as “Investments in associated companies/joint ventures”, and the share of net income will be reported net as “Share of net income (loss) of associated companies/joint ventures”. As a result of the restatement to 1 January 2012, revenues for 2012 are CHF 34.4 million lower, EBITDA CHF 2.9 million lower and EBIT CHF 2.1 million lower. Net income decreased by CHF 0.3 million due to tax effects relating to subsequent measurement using the equity method. Total assets are CHF 15.0 million lower than the amount published in 2012. – IFRS 12 “Disclosure of Interests in Other Entities” – 2013 Disclosures are required for each category of investment (subsidiaries, joint ventures, associated companies) that provide information on the type of relationship and associated risks and on the impact of these relationships on the financial statements. The disclosures in Notes 11 and 32 have been adjusted accordingly. Tamedia has also adopted the following new and revised standards and interpretations. Their first-time application did not lead to any significant changes in the consolidation and valuation principles, in the assets or income situation or in the disclosures. – IAS 27 “Separate Financial Statements” (amended) – 2013 – IAS 28 “Investments in Associates and Joint Ventures” (amended) – 2013 – IFRS 7 “Disclosures — Offsetting Financial Assets and Financial Liabilities” – 2013 – IFRS 10 “Consolidated Financial Statements” – 2013 – IFRS 13 “Fair Value Measurement” – 2013 – IFRS (2012) “Improvements to International Financial Reporting Standards” – 2013 The following new accounting rules were adopted earlier than required in 2013: – IAS 19 “Employee Benefits” (amended) – 2014 For the purposes of calculating its employee benefit obligations and employee benefit costs Tamedia has opted to apply the risk sharing method. – IAS 36 “Recoverable Amount Disclosures for Non-Financial Assets” – 2014 These amendments correct the unintended consequences of IFRS 13 with regard to the disclosure requirements of IAS 36. The change also means that the recoverable amount of any cash generating unit for which an impairment loss has been recognised or reversed must be reported.

Restatement The impact of IAS 19 “Employee Benefits” and IFRS 11 “Joint Arrangements” on the income statement, balance sheet and cash flow statement are shown in the form of a table.

42


Consolidated income statement 2012 in CHF 000 published Joint Employee benefits restated   2012 ventures (IAS 19) 2012   (IFRS 11)

Operating revenues Operating expenses  Operating income before depreciation  and amortisation (EBITDA)  Depreciation and amortisation  Operating income (EBIT)  Share of net income (loss) of associated  companies / joint ventures  Net financial income (loss)  Income before taxes  Income taxes  Net income (loss) of continuing operations  Discontinued operations  Net income  of which     attributable to Tamedia shareholders     attributable to non-controlling interests 

1 052 397 (34 436) – (849 039) 31 552 (2 000) 203 358 (2 884) (2 000) (60 338) 792 – 143 020 (2 092) (2 000) 4 010 1 710 – 30 240 (57) (14 090) 177 270 (439) (16 090) (39 543) 147 3 474 137 727 (292) (12 616) 14 305 – – 152 031 (292) (12 616) 153 916 (190) (12 617) (1 885) (102) 1

1 017 961 (819 486)

198 474 (59 546) 138 928

5 720 16 093 160 741 (35 922) 124 819 14 305 139 124

141 110 (1 986)

Net income per share 2012 in CHF

Net income (loss) per share (undiluted) 14.54 (0.02) (1.19) 13.33 Net income (loss) per share (diluted)  14.52 (0.02) (1.19) 13.31

43


Tamedia Group

Consolidated statement of comprehensive income 2012 in CHF 000 published Joint Employee benefits restated   2012 ventures (IAS 19) 2012   (IFRS 11)

Net income 152 031 (292) (12 616) 139 124   (1 649) – – (1 649) Value fluctuation of financial investments Currency translation differences  15 (15) – – Tax effects  346 – – 346 Other comprehensive income – will be  reclassified via the income statement  in future periods  (1 288) (15) – (1 303) (38 856) (1 191) 17 492 (22 556) Actuarial gains/(losses) IAS 19  8 665 168 (3 901) 4 933 Tax effects    Other comprehensive income – will not be reclassified via the income statement  in future periods  (30 191) (1 023) 13 591 (17 623) (31 480) (1 038) 13 591 (18 926) Other comprehensive income    Total comprehensive income  120 552 (1 344) 975 120 198   of which    attributable to Tamedia shareholders  122 437 (1 227) 974 122 184   (1 885) (102) 1 (1 986)    attributable to non-controlling interests

Consolidated balance sheet 2012 in CHF 000 published Joint Employee benefits restated   31.12.2012 ventures (IAS 19) 31.12.2012   (IFRS 11)

Current assets Non-current assets  Assets 

324 904 (12 592) – 312 313 1 756 018 (2 411) (2 563) 1 751 044 2 080 922 (15 003) (2 563) 2 063 357 – Current liabilities  458 154 (12 598) – 445 556   Non-current liabilities 434 429 (2 808) (12 262) 419 359   Liabilities 892 583 (15 406) (12 262) 864 915   Equity, attributable to Tamedia shareholders 1 004 083 706 9 724 1 014 513   Non-controlling interests 184 256 (303) (25) 183 928   Equity 1 188 339 403 9 699 1 198 441   Liabilities 2 080 922 (15 003) (2 563) 2 063 357

44


Consolidated balance sheet 2011 in CHF 000 published Joint Employee Benefits restated   31.12.2011 Ventures (IAS 19) 01.01.2012   (IFRS 11)

Current assets Non-current assets  Assets 

410 184 (14 745) – 395 439 1 330 800 (308) – 1 330 491 1 740 983 (15 053) – 1 725 930   Current liabilities 506 579 (13 305) – 493 274   Non-current liabilities 278 622 (1 704) (10 442) 266 477   Liabilities 785 201 (15 009) (10 442) 759 750   Equity, attributable to Tamedia shareholders 939 885 241 10 442 950 567   Non-controlling interests 15 898 (285) – 15 613   Equity 955 783 (44) 10 442 966 180   Liabilities 1 740 983 (15 053) – 1 725 930

Consolidated cash flow statement 2012 in CHF 000 published Joint Employee benefits restated   2012 ventures (IAS 19) 2012   (IFRS 11)

Cash flow from (used in) trading activities 206 790 (4 507) –   Cash flow from (used in) operating activities 190 572 (238) –     Cash flow from (used in) investment activities (206 161) 2 393 –   Cash flow after investing activities (15 590) 2 155 –   Cash flow from (used in) financing activities (62 266) 363 –   Cash flow from discontinued operations 61 790 (171) –   Impact of currency translation (28) – – Change in cash and cash equivalents  (16 093) 2 347 –   Cash and cash equivalents as of 1 January  127 844 (9 621) – Cash and cash equivalents as of 31 December  111 751 (7 274) – Change in cash and cash equivalents  (16 093) 2 347 –

202 282 190 334 (203 769) (13 435) (61 903) 61 619 (28) (13 746) 118 223 104 476 (13 746)

A large amount of information about the previous year has been adjusted in the Notes as a result of the restatement. Footnotes explaining this adjustment have not been added to each individual table. Impact of new accounting policies in 2014 and thereafter None of the new and revised standards and interpretations adopted for the 2014 consolidated financial statements either for the first time or those that are to be introduced at a later date are being applied earlier than required, with the exception of IAS 19 “Employee Benefits (amended) – 2014” and IAS 36 “Recoverable Amount Disclosures for Non-Financial Assets – 2014”, as referred to earlier in the section on changes in accounting policy in 2013. The IASB is planning to gradually phase out IAS 39 “Financial Instruments: Rec45


Tamedia Group

ognition and Measurement”. IFRS 9 represents the first phase in this process. The next phases will see the IASB look at the topics of hedge accounting (amendments to IFRS 9, IFRS 7 and IAS 39) and impairment of financial instruments. Implementation of the first phase of IFRS 9 deals with the recognition and measurement of financial assets but has no effect on the recognition and measurement of financial liabilities. The mandatory adoption of IFRS 9 was postponed indefinitely by the International Accounting Standards Board IASB at its meeting in July 2013. Tamedia will be assessing its implementation once the final version of the standard is available. Application of the following standards and interpretations is not expected to result in any significant changes to the consolidation and valuation principles or to the assets and income situation. – IAS 32 “Offsetting Financial Assets and Financial Liabilities” (amended) – 2014 – IFRS 10, IFRS 12 and IAS 27 (amended), “Investment Entitites” – 2014 – IAS 39 “Novation of Derivatives and Continuation of Hedge Accounting – (amendments to IAS 39 Financial Instruments: Recognition and Measurement”) – 2014 – IFRS (2013) “Improvements to International Financial Reporting Standards” – 2014

Group of consolidated companies All companies over which Tamedia AG exercises control either directly or indirectly are included in the consolidated annual financial statements. Companies acquired during the year are included in the consolidated annual financial statements as of the date on which control was assumed, and companies sold are excluded from the consolidated annual financial statements as of the date on which control was surrendered. Consolidation method The assets, liabilities, revenues and expenses of the companies that belong to the group of consolidated companies in which Tamedia AG directly or indirectly holds more than 50 per cent of the voting rights or over whose financial and operational decisions it exercises control in any other way are accounted for in their entirety using the full consolidation method. The non-controlling interests in equity and in net income (loss) are disclosed separately in the balance sheet and in the income statement. Joint ventures in which Tamedia AG directly or indirectly holds 50 per cent of the voting rights or over whose financial and operational decisions it exercises control based on agreements entered into with partners, thereby owning rights to the net assets of the joint venture, are accounted for using the equity method. Investments in companies in which Tamedia AG directly or indirectly holds less than 50 per cent of the voting rights (associated companies) and over whose financial or operational decisions it does not exercise any control but over which it has significant influence are accounted for using the equity method. The reporting of joint ventures and associated companies in the consolidated financial statements is explained accordingly under investments in associated companies and joint ventures.

46


Capital consolidation The shares in the equity held in consolidated companies are accounted for using the acquisition method. For each business combination, the acquirer measures the non-controlling interest either at fair value or at the proportional share of the acquiree’s identifiable assets. In the case of business combinations that are achieved in stages, the fair value of the acquiree’s previously held equity interest is remeasured to fair value at the acquisition date, with any gains or losses or costs incurred by the acquisition recognised directly in the income statement. Treatment of intercompany profits Profits on intercompany sales not yet realised through sales to third parties as of year-end as well as gains from the intragroup transfer of property, plant and equipment and investments in subsidiaries are eliminated in the consolidation. Foreign currency translation The consolidated annual financial statements of Tamedia are presented in CHF. Monetary items in a foreign currency in the individual financial statements are reported at the exchange rate applicable on the balance sheet date. Transactions made in a foreign currency during the financial year are recorded at the average monthly rate. The respective exchange rate differences are recognised directly in the income statement.

Valuation principles Cash and cash equivalents Cash and cash equivalents include cash on hand, postal and bank account balances and time deposits with an original term of up to three months, which are measured at nominal value. Current financial assets Current financial assets include marketable securities, time, sight and demand deposits with an original maturity of more than three months but up to a maximum of twelve months, as well as current derivative financial instruments. Publicly traded marketable securities are measured at quoted market prices as of the balance sheet date. Securities that are not publicly traded are reported at fair value. Time, sight and demand deposits are reported at nominal value. Any realised and unrealised price differences of these items and of marketable securities are recognised in the income statement. Excluded from such are unrealised exchange rate differences from derivative financial instruments designated as accounting hedges (see “Valuation principles for derivative financial instruments”). Trade accounts receivable Trade receivables are measured at their nominal value. Bad debt provisions are charged to the income statement for trade receivables whose receipt is doubtful. A general provision is made for overall risk, the amount of which is based on past experience.

47


Tamedia Group

Inventories Inventories are measured at their purchase or production cost according to the weighted average method, but at no higher than their net realisable value minus expected costs to complete and sell. Articles with a low inventory turnover that are difficult to dispose of are written down based on commercial criteria. Property, plant and equipment Property, plant and equipment are measured, at the most, at amortised cost minus economically necessary depreciation, with the exception of land, which is recognised at cost. Improvements to leased properties are carried as assets and depreciated in line with the term of the lease agreement. Any options for the extension of lease agreements are not taken into account. The costs of any non-value-enhancing maintenance and repairs are charged directly to the income statement. With the exception of economically necessary extraordinary depreciation, the straightline method is used over the uniform useful lives established within the Group. The following depreciation periods apply: Property used for operational purposes Property used for non-operational purposes Conversions and refurbishments Leasehold improvements Installations and constructional facilities Machinery and equipment Motor vehicles Office equipment and furnishings IT systems

40 years 40 years 3-25 years 3-25 years 3-25 years 3-15 years 4-10 years 5-10 years 3-5 years

Investments in associated companies and joint ventures Investments in associated companies (i.e. companies in which Tamedia AG directly or indirectly holds between 20 per cent and 50 per cent of the voting rights, without exerting control over any financial and operational decisions, or less than 20 per cent of the voting rights, where significant influence is exercisable in any other way) and in joint ventures are accounted for on a pro-rata basis using the equity method. The Group’s shares in losses that exceed the acquisition cost are only recognised if Tamedia has a legal or de facto obligation to share in further losses or to participate in any ongoing or initiated financial restructuring. Non-current financial assets Non-current financial assets include other investments, non-current loans, non-current derivative financial instruments and other non-current financial assets. Other investments (less than 20 per cent of the voting rights) are stated at fair value. Unrealised gains – net after taxes – are taken to the statement of comprehensive income until realised. Impairment losses are recognised in the income statement. Non-current loans are measured at amortised cost.

48


Non-current derivative financial instruments (held for trading) are stated at fair value. Both realised and unrealised exchange rate differences are recognised in the income statement, with the exception of those from derivative financial instruments designated as cash flow hedges (see: “Valuation principles for derivative financial instruments”). Other non-current financial assets (available for sale) are also reported at fair value. Unrealised gains – net after taxes – are taken to the statement of comprehensive income until realised. Impairment losses are recognised in income statement. Intangible assets Acquired intangible assets are capitalised at cost and amortised using the straight-line method over their anticipated useful lives. Intangible assets with an indefinite useful life are tested annually for impairment, and a review carried out to determine whether the useful life continues to be indefinite. The costs of intangible assets generated by the Group are recognised in the income statement as they arise. The following depreciation periods apply: Goodwill Brand rights and URL Customer bases/publishing rights Capitalised software project costs

No amortisation No amortisation 5-20 years 3-5 years

Goodwill and intangible assets At the time of their initial consolidation, the assets and liabilities of a company – or the net assets acquired – and the contingent liabilities are measured at fair value. Any positive difference between the consideration paid and the acquired net assets calculated according to these principles is recognised as goodwill in the year of acquisition. The goodwill thus calculated is not amortised but is instead subjected to annual impairment testing. If there is an indication of possible goodwill impairment, its value is re-assessed and if necessary written off as an extraordinary item. Any negative difference between the consideration paid and the net assets calculated is recognised immediately in the income statement. In the case of the disposal of consolidated companies, the difference between the selling price and net assets, which also include any remaining goodwill, is reported in the consolidated income statement as income from sale of investments. The position that a company or a product has within the market at the time a purchase agreement is entered into is reflected in the purchase price that is actually paid for the particular acquisition. This position is not separable per se and therefore cannot be measured. It forms an integral component of the goodwill acquired. Impairment of assets The carrying amounts of fixed assets, intangible assets with finite useful lives and financial assets are reviewed when events or changes in circumstances indicate that the value of such assets may be impaired. The determination of their impairment is based on estimates and assumptions made by the Management Board and Board of Directors. As a result, it is possible that the actual values realised may deviate from these estimates. If the

49


Tamedia Group

carrying amount is higher than the recoverable value, an extraordinary write-down is made to the income statement to the value which, based on the discounted, anticipated future income appears to be recoverable, or a higher net sales value. Assets held for sale Assets held for sale are individual assets and liabilities held for sale or those of discontinued business divisions. Assets may only be reclassified under this item if the Board of Directors or Management Board has decided to proceed with the sale and has begun to actively seek buyers. Additionally, the asset or disposal group must be immediately sellable. As a general rule, the transaction should take place within one year. Non-current assets or disposal groups that are classified as held for sale are no longer depreciated. This can give rise to an unscheduled impairment loss in some cases. The resulting gain or loss (after taxes) from discontinued operations, or any changes in the measurement of assets held for sale, are reported separately under the Note “Discontinued operations�. Leasing Assets acquired under leasing agreements that transfer all the risks and rewards incidental to ownership to the consolidated companies are classified as finance leases. To this end, such assets are recognised at the commencement of the lease agreement at the lower of cost or net present value of the future, non-cancellable lease payments, and the corresponding liabilities are deferred and reported as appropriate under current or non-current financial liabilities. Profits from sale and leaseback transactions that meet the definition of finance leases are deferred and amortised over the lease term. Lease payments for operating leases are accounted for on a straight-line basis and charged directly to the income statement. Financial liabilities Financial liabilities are initially recorded at the amount paid out less transaction costs incurred and at amortised cost in subsequent periods. Any differences between the amount paid out (less transaction costs) and the repayment value are calculated using the effective interest rate method and recorded in the income statement. Financial liabilities are classified as short term except where the Group has unlimited authorisation to defer payment of the liability to a date that is at least twelve months after the reporting date. Borrowing costs that are incurred directly in conjunction with the purchase, construction or completion of an asset that requires a substantial period until being put to its intended use are capitalised as part of the costs of the asset in question. All other borrowing costs are charged to the income statement in the reporting period in which they are incurred. Provisions Provisions are recognised only if an obligation exists or appears probable based on a past event and when the amount of such obligation can be reliably estimated. Possible obligations and those that cannot be reliably estimated are disclosed as contingent liabilities.

50


Employee benefits Employee benefit plans maintained by the Group are based on the regulations and conditions prevailing in Switzerland. The majority of employees are insured against old age, disability and death under the autonomous employee benefit plans of Tamedia Group. All other employees are insured under collective insurance contracts held with insurance companies. Contributions to the employee benefit plans are made by both the employer and the employee pursuant to legal requirements and in accordance with the regulations of the respective plans. Each year, an independent actuary calculates the defined benefit obligation in accordance with criteria stipulated by IFRS using the projected unit credit method. The obligations correspond to the present value of anticipated future cash flows. The plan assets and income are calculated annually. Actuarial gains and losses are reported directly in the statement of comprehensive income. An economic benefit will result if the company is able to realise a reduction in contributions at some point in the future. The amount which should be made available to the company as a reduction of future contributions is defined as the present value of the difference between the service cost under IAS 19 and the contributions laid down in the respective plan regulations, and must be capitalised taking into account the limitation imposed by IAS 19.64. The effects on the employer contribution reserve are also considered. Of employee benefit expense, current employee service cost and past service cost, plan settlements etc. are reported in personnel expense while interest income is reported in the financial result. Any deficit in the defined benefit plans is recognised as an employee benefit liability. This is calculated by offsetting the present value of the employee benefit obligation against the plan assets at fair value. The calculations to determine the plan assets, employee benefit liabilities and employee benefit cost take into account long-term actuarial assumptions, such as the discount rate, future salary increases, mortality rates and expected future pension increases, which can differ from the actual results and have an impact on net assets, the financial position and earnings position. As pension plans are long term in nature these estimates are to be viewed as being subject to a significant element of uncertainty. Contributions to defined contribution plans are recognised in the income statement. Taxes Current taxes are recognised in the period to which they relate on the basis of the local business results reported by the consolidated companies in the reporting year. Deferred tax liabilities resulting from valuation differences between tax and consolidation values are calculated and recognised using the liability method. In the process, all temporary differences between the values attributed for tax purposes and those contained in the consolidated financial statements are taken into consideration. The tax rates used are the anticipated local tax rates. Depending on the underlying transaction, any changes in deferred taxes are recognised in the income statement, total comprehensive income or directly in equity. Deferred tax loss carryforwards and deferred taxes arising from temporary differences are only capitalised if it is likely that profits will be realised in future that would allow the losses carried forward or the tax-deductible differences to be offset for tax purposes. 51


Tamedia Group

Product development All costs incurred for product development during the financial year are charged to the income statement where the restrictive capitalisation requirements for development costs under IAS 38 are not fully met. Operating revenues Operating revenues from the sale of products or services are recognised at the time when the goods are delivered or the services are rendered. Revenues are stated net of discounts, losses due to bad debts and value-added tax. Income and expenditures from counter-transactions are reported gross. Any consideration not yet received is accounted for on an accruals basis. Segment reporting Segment reporting is carried out by business divisions, which are broken down by markets. The Print Regional business division encompasses all regional newspapers and gazettes, as well as newspaper printing and services for internal customers. The Print National business division comprises all newspapers and magazines that have a national focus. The Digital business division encompasses all online media. The accounting and reporting principles described above also apply to segment reporting. Income, expenses and revenues of the various segments include offsetting between the business divisions. Such offsetting is carried out on an arm’s length basis. Derivative financial instruments Forward contracts and options with financial institutions are not entered into on a speculative basis, but selectively and exclusively for the purposes of mitigating the specific foreign currency and interest rate risks associated with business transactions. Foreign currency derivatives are measured based on the settlement of the hedged items as fair value hedges or as cash flow hedges, either in conjunction with the underlying transactions or separately at fair value as of the balance sheet date. Derivative financial instruments such as interest rate swaps, foreign currency transactions and certain derivative financial instruments embedded in basic agreements are recognised at fair value, either as current or non-current financial assets or liabilities. The changes in fair value are charged either to the income statement or to the statement of comprehensive income, depending on the purpose for which the respective derivative financial instruments are used. In the case of fair value hedges and those that qualify as such, the change in fair value of the effective portion (of the derivative financial instrument and the underlying transaction) is recognised immediately in the income statement. The changes in the fair value of the effective portion of derivative financial instruments classified as cash flow hedges and those that qualify for treatment as such are taken to the statement of comprehensive income until the underlying transactions can be recognised in the income statement. Changes in the fair value of derivative financial instruments that are not considered to be accounting hedges (as understood by the definition given above) or that do not qualify as such are recognised in the income statement as components of financial income or expense. This also applies to fair value hedges and cash flow hedges as described above as soon as such financial instruments cease to qualify for hedge accounting treatment. 52


Contractual obligations to purchase own equity instruments (such as put options on non-controlling interests) result in the recognition of a financial liability, which is recognised at the present value of the exercise amount in equity. The fair value of the financial liability is regularly reviewed and any deviation from first-time recognition recorded as financial income or expense. Transactions with related parties and companies Transactions with associated companies, joint ventures and related parties are conducted on an arm’s length basis. Details relating to the compensation of the Board of Directors and Management Board are disclosed in the Notes and in the Corporate Governance section. Employee profit participation programme Through its employee profit participation programme, Tamedia provides the opportunity for its managers and employees to purchase shares in the company (see also Note 43). The difference between the fair value and transfer price is recognised in the income statement as a personnel expense throughout the period of service. Sufficient treasury shares are purchased to cover the associated risk.

53


Tamedia Group

Notes to the consolidated income statement, statement of comprehensive income, balance sheet, statement of cash flows and statement of changes in equity The figures in the consolidated annual financial statements have been rounded. Minor rounding differences may occur as the calculations have been carried out with a high degree of accuracy.

Changes to the group of consolidated companies In the 2013 financial year, the following significant changes occurred in relation to the group of consolidated companies: Acquisition of consolidated companies and activities in 2013 Metroxpress and Soundvenue On 4 January 2013, 20 Minuten AG acquired from media houses Metro International S.A. (formerly 51 per cent), A-Pressen and JP/Politikens Hus (formerly 24.5 per cent each), a 100 per cent interest in MetroXpress A/S, which operates the free commuter newspaper Metroxpress and the associated news portal. It also acquired their 60 per cent interest in the subsidiary Soundvenue A/S. The cost of the transaction amounted to CHF 20.3 million in cash, of which CHF 6.1 million related to the purchase of shares and CHF 14.2 million to the acquisition of loans. The costs of CHF 0.1 million that arose in connection with the transaction were recognised in the income statement. Assets of CHF 23.9 million and liabilities of CHF 3.4 million were acquired during the first-time consolidation with effect from 1 January 2013. In addition to cash and cash equivalents of CHF 1.5 million, the assets also included goodwill of CHF 5.0 million. Goodwill and non-amortisable intangible assets amounted to 45 per cent of total assets acquired or CHF 10.8 million. The goodwill stemmed from the strong market position held by Metroxpress in Denmark. The goodwill is assumed not to be deductible for tax purposes. The shares of non-controlling interests were calculated on the basis of the pro rata equity capital. Revenues taken into account since 1 January 2013 totalled CHF 19.8 million, with net income for the same period of CHF –8.9 million. Olmero AG On 27 March 2013 Tamedia AG acquired a further 64.1 per cent interest in Olmero AG, thereby increasing its stake from 24.4 to 88.5 per cent. This increase in its holding gave Tamedia overall control of Olmero AG, which it has included in the group of consolidated companies since 1 April 2013. Because the acquisition took place in several steps, the previously held interests are taken into account with a fair value of CHF 11.9 million at the time of the transfer of control. The difference compared with the previous value of these interests is CHF 5.6 million and is reported as profit under other operating revenues. The transaction incurred no costs. The price of the transaction totalled CHF 41.8 million in cash. The first-time consolidation included assets of CHF 72.4 million and liabilities of CHF 11.5 million. In addition to cash and cash equivalents of CHF 12.5 million, the assets also include goodwill of CHF 31.7 million. Goodwill and non-amortisable intangible assets amount to 53.1 per cent of total assets acquired or CHF 38.5 million. The goodwill stems from the strong market position held in Switzerland as well as synergies arising with the existing media of the 54

Note 1


Tamedia Group. The goodwill is assumed not to be deductible for tax purposes. The assets also comprise receivables with a fair value of CHF 2.1 million, the gross amount of which is CHF 2.2 million and of which CHF 0.1 million was written down. Deferred revenues and accrued liabilities for future revenues that have already been paid totalling a gross amount of CHF 2.8 million decreased by CHF 0.7 million to CHF 2.1 million. This reduction corresponds to the estimate of gains already realised upon first-time consolidation. 2013 and 2014 revenues and operating income are thus CHF 0.5 million and CHF 0.2 million, respectively, lower than they would have been had without the acquisition. The shares of non-controlling interests were calculated on the basis of the purchase price paid. Revenues taken into account since the first-time consolidation total CHF 11.9 million, with net income for the same period of CHF 1.1 million. Excluding the effects of first-time consolidation, net income would have been CHF 2.8 million. Had the acquisition taken place with effect from 1 January 2013, the reported revenues for 2013 would have been approximately CHF 3.7 million higher, and reported net income CHF 0.1 million higher. Details of the first-time consolidation are based on provisional values and estimates. On 21 June 2013, Tamedia AG acquired an additional 4.3 per cent interest in Olmero AG, based on the same conditions as applied in March, thereby increasing its total stake to 92.8 per cent. There are agreements to buy some of Olmero’s non-controlling interests in the form of put options. Tamedia’s contractual obligation as of the balance sheet date to purchase the non-controlling interests is reported as financial obligations under financial liabilities. In January 2014, the exercise of a put option resulted in the purchase of an additional 3.6 per cent of the shares, thereby raising Tamedia’s stake in Olmero to 96.4 per cent. The purchase was carried out at the same conditions as in March and June 2013.

55


Tamedia Group

in CHF 000

Cash and cash equivalents paid Purchase price of newly acquired interests  Equity value of the previously held interests before revaluation gain  +/– Revaluation gain  Fair value of previously held interests  Purchase price / equivalent value of transaction after revaluation gain      CHF 000  in  

Values on initial consolidation

41 824 41 824 6 350 5 586 11 937 53 761

Provisional values on initial consolidation

Cash and cash equivalents 12 482 Trade accounts receivable  2 074 Property, plant and equipment  498 Financial assets  82 Intangible assets  56 848 Other assets  415 Assets  72 398 Trade accounts payable  (201) Other current liabilities  (334) Deferred revenues and accrued liabilities  (5 019) Other liabilities  (5 948) Liabilities  (11 502) Net assets  60 896 Remaining minority interests  (7 135) Purchase price / equivalent value of transaction after revaluation gain  53 761   Cash and cash equivalents bought  12 482 Cash and cash equivalents paid  (41 824) Decrease in cash  (29 342)   Revenues recognised since acquisition date  11 904 Net income recognised since acquisition date  1 144

Jobsuchmaschine and Starticket In December 2010, Jobup AG (which merged with Jobcloud AG with effect from 1 January 2013) acquired a 20 per cent interest in the operator of the online job platform Jobsuchmaschine AG, subsequently increasing its interest by 29 per cent to 49 per cent in April 2011. As of the completion date of 24 January 2013, Jobup AG had also acquired the remaining 51 per cent interest. Because the acquisition took place in several steps, the previously held interests are to be taken into account with a fair value of CHF 3.3 million at the time of the transfer of control. The difference compared with the previous value of these interests is CHF 0.3 million and is reported as profit under other operating revenues. With effect from 25 September 2013, Tamedia AG acquired a 75 per cent interest in Starticket AG, following which Tamedia assumed control of Starticket AG, which it subsequently included in the group of consolidated companies with effect from 1 October 2013. The transaction incurred costs of CHF 0.1 million.

56


The price of both transactions totalled CHF 19.2 million, of which CHF 16.7 million was in the form of a cash payment. The outstanding amount owed for the remaining shares in Starticket depends on future economic developments and is estimated at CHF 2.4 million. The outstanding amount owed for the purchase is due in 2015. The first-time consolidation of both transactions included assets of CHF 34.0 million and liabilities of CHF 8.5 million. In addition to cash and cash equivalents of CHF 4.8 million, the assets also include goodwill of CHF 11.4 million. Goodwill and non-amortisable intangible assets amount to 39.3 per cent of total assets acquired or CHF 13.3 million. The goodwill stems from the strong market position held in Switzerland as well as synergies arising with the existing media of the Tamedia Group. The goodwill is assumed not to be deductible for tax purposes. Revenues taken into account since the first-time consolidation of these companies total CHF 2.0 million, with net income for the same period of CHF 0.2 million. Excluding the effects of first-time consolidation, the net income figure would have been CHF 0.4 million. Had the acquisition taken place with effect from 1 January 2013, the reported revenues for 2013 would have been approximately CHF 4.1 million higher while reported net income would have been CHF 0.8 million lower. Details of the first-time consolidation are based on provisional values and estimates. Agreements exist to buy Starticket’s non-controlling interests in the form of put options. Tamedia’s contractual obligation as of the balance sheet date to purchase the non-controlling interests is reported as financial obligations under financial liabilities.

57


Tamedia Group

in CHF 000

Values on initial consolidation

Cash and cash equivalents paid 16 735   Purchase price obligation 2 438   Purchase price of newly acquired interests 19 172   Equity value of the previously held interests before revaluation gain 3 084   +/– Revaluation gain 258 Fair value of previously held interests  3 342   Purchase price / equivalent value of transaction after revaluation gain 22 514       CHF 000 in Provisional values on  

initial consolidation

Cash and cash equivalents 4 764 Trade accounts receivable  356 Property, plant and equipment  589 Financial assets  725 Intangible assets  26 752 Other assets  809 Assets  33 994 Trade accounts payable  (2 564) Liabilities for current tax  (80) Other current liabilities  (1 259) Deferred revenues and accrued liabilities  (177) Financial liabilities  (720) Provisions  (250) Other liabilities  (3 401) Liabilities  (8 451) Net assets  25 543 Remaining minority interests  (3 029) Purchase price / equivalent value of transaction after revaluation gain  22 514   Cash and cash equivalents bought  4 764 Cash and cash equivalents paid  (16 735) Decrease in cash  (11 971)   Revenues recognised since acquisition date  2 006 Net income recognised since acquisition date  215

Disposal of consolidated companies and activities car4you Schweiz AG The Norwegian Schibsted Media Group and Tamedia have been operating the online platforms tutti.ch and car4you.ch via a joint venture since 1 October 2013. This involved the establishment of a new Swiss company, Swiss Classified Media AG (joint venture), to which Tamedia transferred 100 per cent of car4you Schweiz AG along with the assets of 58


piazza.ch and to which Schibsted Media Group transferred 100 per cent of tutti.ch AG. Each of the partners in the joint venture – Schibsted Media Group and Tamedia AG – hold 50 per cent of the shares of Swiss Classified Media AG. The fair values of the assets transferred by Tamedia and Schibsted Media Group are identical, thereby requiring no purchase prices to be paid. As part of this cooperation, Tamedia renounced its control of car4you Schweiz AG with effect from 1 October 2013, which is why car4you Schweiz AG has since this date no longer been consolidated but recognised in the consolidated financial statements as a joint venture according to the equity method. Schibsted Media Group holds the other 50 per cent of the shares of car4you Schweiz AG. The deconsolidation of car4you Schweiz AG in 2013 resulted in the loss of CHF 10.3 million in assets (of which cash and cash equivalents of CHF 1.6 million) and CHF 5.6 million in liabilities. Further changes to the group of consolidated companies The following changes were made in order to simplify the structure of the Tamedia Group: – The companies Jobs.ch AG, Jobup AG and Stellen.com AG were merged into Jobcloud AG (formerly Jobs.ch Holding AG) with retrospective effect from 1 January 2013. – The Neue Bülacher Tagblatt AG was merged with retrospective effect from 1 January 2013 into Zürcher Regionalzeitungen AG. – The companies Presse Publications SR S.A. and SA de la Tribune de Genève were merged into Tamedia Publications romandes SA with retrospective effect from 1 January 2013. – The companies Scoup AG and Winner AG were merged into Tamedia AG with retrospective effect from 1 January 2013. – The company Comfriends SA was merged with retrospective effect from 1 January 2013 into Tamedia AG. – The company PPN Schweiz AG was acquired by Tamedia AG for a purchase price of CHF 0.1 million with effect from 1 July 2013 and merged into Tamedia AG as of the same date. In the reporting year 2012, the following significant acquisitions and disposals took place, which must also be disclosed in this Annual Report in accordance with the requirements of IAS 1 “Presentation of Financial Statements”: Acquisitions of consolidated companies in 2012 The acquisitions of consolidated companies are detailed below. Jobs.ch With effect from 30 November 2012, Tamedia AG and the Ringier media house acquired a 100 per cent stake in jobs.ch Holding AG. Tamedia and Ringier each intend holding a 50 per cent share in jobs.ch Holding AG. The activities of jobs.ch Holding AG include the operation of the jobs platform jobs.ch and the Swiss online executive jobs market topjobs. ch, and it also holds a 49 per cent share in the Austrian online jobs marketplace karriere. at. Tamedia incorporated its online job advertisement subsidiary Jobup AG into the partnership at a value of CHF 120.0 million in early January 2013 and by doing so raised its stake to 62.9 per cent. Ringier has the option until 19.06.14 of raising its stake back up to 50 per cent by buying 12.9 per cent of the shares. Tamedia and Ringier have agreed on a control option that enables Tamedia to assume control. 59


Tamedia Group

The transaction price was CHF 390.0 million in cash for 100 per cent of the shares in jobs.ch Holding AG. After a purchase price adjustment of CHF 49.2 million and taking into account the price of CHF 10.0 million for the granting of a control option by Ringier, the total purchase price is CHF 350.8 million. The price of the 50 per cent of the shares acquired by Tamedia was CHF 180.4 million in cash. Costs of CHF 0.2 million arose in connection with the acquisition and were recognised in the income statement. The purchase price was financed by the company’s own funds and, to the extent necessary, by a credit facility entered into by Tamedia on 22 November 2012 with a banking consortium for a maximum amount of CHF 235.0 million. The reported assets amount to CHF 462.2 million and the liabilities to CHF 111.4 million. The key positions can be found in the table below. The assets recognised include goodwill of CHF 237.5 million arising from the strong position in the online job advertisements market in the German-speaking part of Switzerland and from the expected synergies listed below: – Organisational merger of the activities of jobs.ch Holding AG and Jobup AG – Strengthening of the activities of jobs.ch Holding AG and Jobup AG by developing new solutions across different language regions for job-seekers and corporate clients – Cost improvements in the central areas The goodwill is assumed not to be deductible for tax purposes. in CHF 000  

Final values on initial consolidation

Cash and cash equivalents 22 074   Trade accounts receivable 11 371   Property, plant and equipment 793 Investments in associated companies  9 817   Intangible assets 417 315   Other assets 801 Assets  462 170   Trade accounts payable (634) Deferred revenues and accrued liabilities  (18 692)   Deferred tax liabilities (36 453)   Current and non-current financial liabilities (47 537)   Employee benefit obligations as per IAS 19 (1 612)   Other liabilities (6 448)   Liabilities (111 376)   Net assets 350 794   Remaining non-controlling interests (170 397)   Purchase price 180 397     Cash and cash equivalents bought 22 074   Cash and cash equivalents paid (180 397)   Decrease in cash (158 323)     Revenues recognised since acquisition date 2012 2 748   Net income recognised since acquisition date 2012 959

60


Had the acquisition taken place with effect from 1 January 2012, the reported revenues for 2012 would have been approximately CHF 43.3 million higher and reported net income approximately CHF 16.9 million higher. Deferred revenues and accrued liabilities for future revenues that have already been paid totalling a gross amount of CHF 26.7 million decreased by CHF 8.0 million to CHF 18.7 million. This reduction corresponds to the estimate of gains already realised upon first-time consolidation. As a result, the revenues and operating income of jobs.ch Holding AG 2012 are CHF 0.9 million lower in 2012, CHF 6.5 million lower in 2013 and CHF 0.6 million lower in 2014 than they would have been without the acquisition. The shares of non-controlling interests were calculated on the basis of the purchase price effectively paid by Ringier. The assets comprise receivables with a fair value of CHF 11.4 million, the gross amount of which is CHF 11.6 million and of which CHF 0.2 million was written down. FashionFriends AG On 1 October 2012, Tamedia AG acquired a further 20 per cent share in FashionFriends AG, increasing its holding from 45 to 65 per cent. This increase in its interest gives Tamedia control of FashionFriends AG, which has been included in the group of consolidated companies since 1 October 2012. The price of the transaction amounted to CHF 3.6 million in cash. Because the acquisition took place in several steps, the previously held interests are to be taken into account with a fair value of CHF 2.2 million at the time of the transfer of control. The difference compared with the previous value of these interests is CHF 2.4 million and is reported as profit under other operating revenues. The transaction incurred no costs. The first-time consolidation included assets of CHF 25.7 million and liabilities of CHF 16.7 million. In addition to cash and cash equivalents (bank debts) of CHF –0.1 million, the assets also comprise goodwill of CHF 14.8 million. Goodwill and non-amortisable intangible assets amount to 74 per cent of the acquired assets or CHF 19.0 million. The goodwill is assumed not to be deductible for tax purposes. Revenues taken into account since 1 October 2012 total CHF 6.7 million, with net income for the same period of CHF –2.7 million. Had the acquisition taken place with effect from 1 January 2012, the reported revenues for 2012 would have been approximately CHF 16.1 million higher while reported net income would have been CHF 3.8 million lower. Bilan, Langenthaler Tagblatt and Tribune des Arts The following smaller acquisitions were also recognised in the 2012 financial year. Tamedia Publications romandes SA acquired the business publication Bilan from Edipresse Developpement SA on 1 January 2012. The company SA de la Tribune de Genève acquired the Tribune des Arts magazine, also from Edipresse Developpement SA, with effect from 1 January 2012. Espace Media AG acquired the Langenthaler Tagblatt newspaper from AZ Medien with effect from the beginning of January 2012. Since Monday, 2 July 2012, the new paper BZ Langenthaler Tagblatt, created from the merger of BZ Berner Zeitung (Oberaargau edition) with Langenthaler Tagblatt, has been published in the Oberaargau region. The price of the transaction totalled CHF 13.9 million in cash. Assets of CHF 14.5 million were included upon the first-time consolidation. As well as the customer base and brand, the assets also include goodwill of CHF 2.2 million. 61


Tamedia Group

Sale of consolidated companies Television and radio The TV activities TeleBärn and TeleZüri were sold to AZ Medien AG with effect from 4 January 2012. At the same time, Tamedia sold its 100 per cent stake in Belcom AG, the marketing organisation in which the sales teams of Radio 24 and TeleZüri were bundled, to AZ Medien AG. The radio broadcaster Capital FM was sold to Zürichsee Media AG with effect from 27 April 2012, and Radio 24 AG was sold to BT Holding AG with effect from 12 July 2012. The deconsolidation of television and radio activities in 2012 resulted in the loss of CHF 56.4 million in assets (of which cash and cash equivalents of CHF 7.2 million) and CHF 6.7 million in liabilities. The sales price for the companies and activities sold totalled CHF 63.4 million. in CHF 000  Values on   deconsolidation

Cash and cash equivalents 7 241   Trade accounts receivable 4 588   Property, plant and equipment 4 294   Financial assets 3 577   Intangible assets 34 726   Other assets 1 962   Assets 56 388   Trade accounts payable (433) Liabilities for current tax  (914) Other current liabilities  (1 493)   Deferred revenues and accrued liabilities (3 857)   Provisions – Other liabilities  (1) Liabilities  (6 698)   Net assets 49 690     Purchase price 63 360   Cash and cash equivalents sold (7 241)   Increase in cash 56 119

Further information can be found in the section “Discontinued operations”.

62


Specialist media On 30 September 2012, Tamedia sold its investment in Terre & Nature SA, representing a 98 per cent stake, to Multimedia Gassmann AG. The sale of the 49 per cent stake in Schweizer Bauer to Ökonomische und Gemeinnützige Gesellschaft des Kantons Bern (OGG) took place on 12 December 2012. The deconsolidation of the specialist media companies resulted in the loss of CHF 22.8 million in assets (of which cash and cash equivalents of CHF 6.7 million) and CHF 7.8 million in liabilities. The sales price was CHF 15.1 million. in CHF 000 Values on   deconsolidation

Cash and cash equivalents 6 698   Trade accounts receivable 1 782   Property, plant and equipment 19 Intangible assets  14 080   Other assets 198 Assets  22 777   Trade accounts payable (301) Liabilities for current tax  (454) Other current liabilities  (221) Deferred revenues and accrued liabilities  (5 869)   Provisions (4) Other liabilities  (922) Liabilities  (7 772)   Net assets 15 006     Purchase price 15 081   Cash and cash equivalents sold (6 698)   Increase in cash 8 383

Further information can be found in the section “Discontinued operations”. Further changes to the group of consolidated companies – The companies 20 Minutes Romandie SA and Tilllate Schweiz AG were merged into 20 Minuten AG with retrospective effect from 1 January 2012. – Edipub SA was merged into Tamedia Publications romandes SA (previously Edipresse Publications SA) with effect from 1 January 2012. – Espace Media Groupe AG was merged into Espace Media AG with effect from 1 January 2012. – The agricultural media business area ceased to be part of Espace Media AG with effect from 1 January 2012 and now forms part of the newly created FMA Fachmedien Agrar AG. – The Glattaler business area was spun off from Zürcher Regionalzeitungen AG with effect from 1 January 2012 to become the newly established Glattaler AG. On 7 June 2012, Tamedia AG sold a 20 per cent stake in the company to Zürcher Oberland Medien AG.

63


Tamedia Group

Segment information in CHF 000

Note 2 Print Regional

Print National Digital Eliminations Total

2013 Operating revenues third parties  462 050 374 134 232 922 – 1 069 106 Operating revenues intersegment  59 138 2 563 417 (62 118) – Operating revenues  521 188 376 697 233 338 (62 118) 1 069 106 Operating expenses  (440 314) (317 165) (176 682) 62 118 (872 043) Operating income before depreciation  and amortisation (EBITDA)  80 874 59 533 56 656 – 197 063    Margin 2 15.5% 15.8% 24.3% – 18.4% Depreciation and amortisation  (38 979) (5 993) (24 364) – (69 337)      of which publishing rights (IFRS 3) (5 020) (5 849) (14 833) – (25 701)      of which impairment of goodwill – – – – – Operating income (EBIT)  41 895 53 540 32 292 – 127 726  2    Margin 8.0% 14.2% 13.8% – 11.9% Average number of employees  1 945 667 781 – 3 394    1 2012   Operating revenues third parties 477 721 396 731 143 509 – 1 017 961   Operating revenues intersegment 62 530 726 346 (63 601) –   Operating revenues 540 251 397 456 143 854 (63 601) 1 017 961   Operating expenses (448 186) (300 711) (134 191) 63 601 (819 486)   Operating income before depreciation and amortisation (EBITDA)  92 065 96 745 9 664 – 198 474    Margin 2 17.0% 24.3% 6.7% – 19.5% Depreciation and amortisation  (38 244) (5 175) (16 127) – (59 546)      of which publishing rights (IFRS 3) (5 023) (5 090) (8 480) – (18 592)      of which impairment of goodwill – – (2 312) – (2 312)   Operating income (EBIT) 53 821 91 570 (6 463) – 138 928  2    Margin 10.0% 23.0% –4.5% – 13.6% Average number of employees  2 017 601 622 – 3 240  

1 The figures of the prior period have been adjusted due to a restatement. Further details can be found in the section on the restatement. 2  The margin relates to operating revenues.

Segment reporting is broken down by market. The Print Regional business division encompasses all regional newspapers and gazettes, as well as newspaper printing and services. The Print National business division comprises all newspapers and magazines that have a national focus. The Digital business division encompasses all online media. Information on assets, liabilities, interest, investments and income taxes are not disclosed as these are also not reported internally by segment. All significant revenues are generated in Switzerland and all significant positions under fixed assets are located in Switzerland. MetroXpress A/S and Soundvenue A/S, which were acquired with effect from the beginning of 2013 and are domiciled in Denmark (see Note 1), have been allocated to the Print National Segment and draw up their financial statements in Danish krone. Further information on the individual segments can be found in the operational reporting section on pages 13 to 25. 64


Note 3

Foreign currency conversion The following exchange rates were applied to convert foreign currencies: in CHF 2013 2012

Exchange rate at year’s end   1 EUR 1.23 100 DKK  16.44     Average exchange rate   1 EUR 1.23 100 DKK  16.49

Note 4

1.21 – 1.20 –

Media revenues in CHF 000 2013 2012

Advertising Distribution  Online  Other media activities  Total     of which barter transactions 

457 326 260 641 204 602 14 296 936 865 36 533

501 805 266 439 133 963 14 642 916 849 38 265

Media revenues made by far the largest contribution to operating revenues, accounting for 88 per cent. Compared with the previous year, they increased by CHF 20.0 million or 2 per cent to CHF 936.9 million. Advertising revenues fell by CHF 44.5 million or 9 per cent, a decline that can be attributed to the drop in job advertisements and to falling levels of commercial advertising. Had it not been for the acquisition of MetroXpress A/S and Soundvenue A/S, the decrease would have been 3 per cent greater. Distribution revenues dipped by CHF 5.8 million or 2 per cent compared with the previous year, while online media revenues grew by CHF 70.6 million or 53 per cent. The activities of Jobcloud AG, Olmero AG and Starticket AG, included in the figures for the first time or included for the whole year for the first time, contributed CHF 53.9 million to this increase. Note 5

Printing revenues in CHF 000 2013 2012

Newspaper offset press revenues Other printing revenues  Total 

55 328 17 227 72 555

45 645 17 625 63 270

Printing revenues accounted for 7 per cent of operating revenues (previous year: 6 per cent), with a rise of CHF 9.3 million or 15 per cent to CHF 72.6 million following the acquisition of additional print orders.

65


Tamedia Group

Other operating revenues

Note 6

in CHF 000 2013 2012 

Delivery and transport 10 100   Gain on disposal of property, plant and equipment 216 Unused provisions  976 Merchandise revenues  21 101   Revaluation gain on previously non-consolidated investments 5 844   Other operating income 21 448   Total 59 685

9 952 90 568 7 146 2 352 17 733 37 841

Other operating revenues accounted for 6 per cent of total operating revenues, with an overall increase of 58 per cent to CHF 59.7 million. Transport revenues remained stable compared with the previous year, while personnel and restructuring provisions in particular of CHF 0.9 million were not required. Merchandise revenues grew by CHF 14.0 million to CHF 21.1 million. This increase can be attributed to FashionFriends AG, which was included in the figures for the full year for the first time in 2013, after only the threemonth period following the acquisition was taken into account in 2012. The revaluation gain on a step up acquisition totalled CHF 5.8 million (previous year: CHF 2.4 million). This gain related to the acquisition of additional shares in Olmero AG and Jobsuchmaschine AG in 2013, and in FashionFriends AG in the previous year. Further information on the acquisition of these companies can be found in the Notes (see Note 1). The increase in other operating income is mainly attributable to the first-time inclusion of Metroxpress and the full-year inclusion of FashionFriends AG.

Costs of material and services

Note 7

in CHF 000 2013 2012 

Costs of material Merchandise expenses  Costs of services  Total 

69 986 12 937 79 225 162 148

72 068 5 435 83 538 161 041

Costs of material and services accounted for 15 per cent of operating revenues during the reporting period (previous year: 16 per cent), increasing by 1 per cent to CHF 162.1 million. Expenditures for paper dropped by 2 per cent to CHF 53.0 million. Despite a slight increase in printing volume, paper costs declined as a result of paper prices falling by around 7 per cent on a year-on-year basis. The rise in merchandise expenses to CHF 12.9 million is the result of the first-time inclusion of FashionFriends AG in the full-year figures. Costs of services declined by 5 per cent to CHF 79.2 million.

66


Note 8

Personnel expense in CHF 000 2013 2012 

Salaries and wages Social security  Employee benefit expense 1 Other personnel expense  Total 

347 117 50 929 14 943 19 844 432 832

330 671 53 103 (3 078) 11 552 392 248

1 The reported expenses for IAS 19 take into account the items reported in Note 22: further effects, current employer service costs, effects of plan curtailments/settlements, and recognition of past service costs minus employer contributions (recognised under social security contributions). The impact of interest cost and the expected return on plan assets are recognised in the financial results.

Headcount Number 2013 2012

As of 31 December Average 

3 382 3 394

3 351 3 240

Personnel expense, at 40 per cent of operating revenues, continues to represent the largest expense item, increasing by 10 per cent or CHF 40.6 million over the previous year to CHF 432.8 million. After taking into account one-off effects such as the change in the group of consolidated companies, the recognition and reversal of provisions for social plans and the influence of the application of IAS 19, current personnel expense was down by approximately CHF 6.1 million compared with the previous year’s period. The headcount (converted to full-time equivalents) had risen from 3,351 to 3,382 by the year-end, an increase of 1 per cent or 31 full-time equivalents. Average headcount for the year was 3,394, which represents an increase of 154 full-time equivalents or 5 per cent compared with the previous year. Note 9

Other operating expenses in CHF 000 2013 2012

Distribution and sales expenses Advertising and public relations  Rent, lease payments and licences  General operating expenses  Total     of which barter transactions 

122 927 69 591 25 366 59 179 277 063 36 533

117 013 66 074 23 679 59 432 266 197 38 265

Other operating expenses amounted to 26 per cent of operating revenues (previous year: 26 per cent) and thus increased by 4 per cent or CHF 10.9 million to CHF 277.1 million. The rise in distribution and sales expenses is mainly attributable to the first-time inclusion of the transport expenses for Metroxpress. Other activities included for the first time

67


Tamedia Group

or for the first time on a full-year basis pushed up advertising and public relations expenses by 10 per cent, while costs incurred by existing activities were down 5 per cent. There was no significant change in general operating expenses compared with the previous year.

Depreciation and amortisation

Note 10

in CHF 000 2013 2012

Depreciation of property, plant and equipment 29 168   Impairment on goodwill – Amortisation of intangible assets  37 479   Other depreciation and value adjustments 2 690   Total 69 337

28 453 2 312 27 976 805 59 546

Depreciation and amortisation increased by 16 per cent or CHF 9.8 million to CHF 69.3 million. While depreciation of property, plant and equipment rose by 5 per cent, amortisation of intangible assets was up 28 per cent. The latter related in particular to the amortisation of intangible assets, publishing rights and recognised software project costs, with a large proportion of the increase due to changes in the group of consolidated companies.

Associated companies / Joint ventures

Note 11

in CHF 000 2013 2012

Net income (loss) from the at-equity valuation of associated companies / joint ventures  Equity share in associated companies / joint ventures 

10 779 115 328

5 720 120 934

The share of net income of associated companies and joint ventures rose by CHF 5.1 million to CHF 10.8 million in 2013. Income from associated companies Karriere.at GmbH, Karriere.ch AG and X28 AG was included in full in the consolidated financial statements for the first time in 2013, while income from Jobcloud AG was recognised in the income statement only for one month due to the acquisition taking place at the end of November 2012. Tamedia and its joint venture partner Schibsted Media Group have each held a 50 per cent interest in the companies car4you Schweiz AG, tutti.ch AG and their holding company Swiss Classified Media AG since 1 October 2013. Consequently, the share of net income contributed by these three joint ventures has been included in the consolidated income statement under net income of associated companies / joint ventures since 1 October 2013. The increase in the investment in Olmero AG on 27 March 2013 meant that this company’s share of net income was only recognised under income from associated companies / joint ventures for the period from January to March 2013. Additionally, the increase in the interests held in FashionFriends AG and Jobsuchmaschine AG also meant that their share of net income was no longer reported. The share of equity of associated companies and joint ventures was down by CHF 5.6 million (net) to CHF 115.3 million. The investments in associated companies Olmero AG and Jobsuchmaschine AG are no longer recognised due to the acquisition of additional

68


interests and/or their full consolidation. The share of equity of the three joint ventures car4you Schweiz AG, tutti.ch AG and their holding company Swiss Classified Media AG are included for the first time in 2013, and Karriere.ch AG was sold in December 2013.

Share of net assets and income from associated companies / Joint ventures in CHF 000

Associated

Joint venture Total

2013   Current assets 61 051 12 133 Non-current assets  82 729 32 622   Assets 143 780 44 756   Current liabilities 38 492 14 806   Non-current liabilities 9 389 10 522   Equity 95 900 19 428   Liabilities 143 780 44 756     Share of net income of associated companies / joint ventures Operating revenues  193 907 43 904 Income before taxes  13 717 (202)   Income taxes (2 265) (470)   Net income 11 451 (672)

in CHF 000

Associated

73 184 115 352 188 536 53 297 19 911 115 328 188 536

237 811 13 515 (2 736) 10 779

Joint venture Total

2012   Current assets 65 184 14 349 Non-current assets  91 327 23 524   Assets 156 511 37 873   Current liabilities 42 657 14 189   Non-current liabilities 9 376 7 228   Equity 104 478 16 456   Liabilities 156 511 37 873     Attributable to net income of associated companies / joint ventures Operating revenues  218 561 46 829 Income before taxes  5 644 2 027   Income taxes (1 634) (317)   Net income 4 010 1 710

79 533 114 851 194 384 56 846 16 604 120 934 194 384

265 390 7 671 (1 951) 5 720

Associated companies and joint ventures are accounted for using the equity method. A distinction is made between joint ventures and joint operations when assessing joint venture companies. These companies are deemed to be joint ventures as, in all cases and on the basis of contractual agreements, Tamedia exercises control together with partners over financial and operational decisions and holds rights to the company’s net assets.

69


Tamedia Group

All associated companies and joint ventures are considered as continuing operations. Together with its joint venture partner Schibsted Media Group, Tamedia has undertaken to secure the financing of the joint venture Swiss Classified Media AG with the subsidiaries car4you Schweiz AG and tutti.ch AG up to a maximum amount of CHF 7.3 million until at least the end of 2017. With the exception of Virtual Network AG (reporting date of 30 June), all of the associated companies and joint ventures have a balance sheet date of 31 December. None of the shares of the associated companies or joint ventures are publicly traded, with the result that published share prices are not available. As the associated companies and joint ventures do not apply IFRS, the financial statements available have been adjusted to reflect IFRS principles, requiring estimates to be made in some cases. Over the coming years, it may be necessary to make adjustments if new information becomes available. As of the end of 2013, associated companies and joint ventures are assessed as not being material on an individual basis. Consequently, the financial information is disclosed on a aggregated basis for the associated companies and joint ventures in their entirety. Details on transactions with associated companies and joint ventures are disclosed in Note 41.

Financial result in CHF 000 2013 2012

Interest income 667 418 Gains on marketable securities  – 6 Gains from sale of investments  6 2 759 Exchange gains  590 2 225 Other financial income  1 540 18 222 Financial income  2 804 23 630 Interest expense  (4 360) (3 139) Impairment of financial assets  – (250) Exchange losses  (328) (2 576) Financial expense from IAS 19  (1 575) (1 361) Other financial expense  (68) (212) Financial expense  (6 330) (7 538) Total  (3 526) 16 092

Financial income decreased by CHF 19.6 million to CHF –3.5 million. No significant gains were made on the sale of investments in 2013, which was in contrast to the CHF 2.8 million gain incurred in the previous year. Financial expense resulting from the application of IAS 19 rose slightly to CHF 1.6 million in 2013. Other financial income in 2012 still included the adjustment of the last purchase price instalment for Edipresse Suisse in the amount of CHF 18.1 million.

70

Note 12


Note 13

Income taxes in CHF 000 2013 2012

Current income taxes Deferred income taxes  Total 

34 335 (17 808) 16 527

41 298 (5 377) 35 922

Analysis of tax expense in CHF 000 2013 2012

Income before taxes 134 979 160 741 Average income tax rate  21.4% 21.3% Expected tax expense (using weighted average tax rates)  28 844 34 281 Income tax incurred in prior periods  (3 048) 1 473 Unrecognised deferred tax assets  on tax loss carryforwards  951 1 355 Impact of Swiss participation exemption  and other non taxable items  (1 979) (3 556) Expenses not deductible from tax and income  not credited to the income statement  – 5 906 Amortisation of goodwill not deductible for tax purposes  – 486 Impact of restructuring  57 – Change in deferred taxes due to change in tax rates  (3 326) (1 195)   Impact of changes in the valuation of deferred taxes (5 144) (2 628)   Other impacting items 172 (200) Income taxes  16 527 35 922   Effective tax rate 12.2% 22.3%

The expected average income tax rate corresponds to the weighted average of the rates of the consolidated companies. This rose by 0.1 per cent in 2013. The effective tax rate fell from 22.3 per cent to 12.2 per cent. Refunds relating to prior periods were recorded, as were adjustments to tax deferrals in relation to current income taxes, primarily due to tax loss carryforwards and Swiss participation exemption, use of which for tax deduction purposes was previously judged to be unlikely. Unrecognised deferred tax assets on tax loss carryforwards result from the opinion that, based on their earnings position, the relevant companies do not fulfil the prerequisites for the realisation of the losses made. Dividends from non-consolidated companies reduced the tax expense due to the Swiss participation exemption. The change in deferred taxes due to the change in tax rate is primarily attributable to the companies in western Switzerland. The impact of changes in the valuation of deferred taxes can be explained by write-downs, under commercial law, of investment carrying amounts (without any deferred tax effects), which significantly reduced the tax expense.

71


Tamedia Group

Deferred tax assets and liabilities in CHF 000 2013 2012

Other property, plant and equipment 216 260 Financial assets  30 608 Employee benefit obligations as per IAS 19  2 083 16 853   Intangible assets 145 – Capitalized tax loss carryforwards  9 929 3 637   Other balance sheet items 198 493 Total deferred tax assets  12 601 21 852   Trade accounts receivable (1 366) (1 449)   Land and buildings (15 977) (16 257)   Other property, plant and equipment (9 274) (10 724)   Financial assets (101) (469) Employee benefit plan assets as per IAS 19  (20 453) –   Intangible assets (120 279) (118 043)   Provisions (4 200) (4 560)   Other balance sheet items (662) (1 211)   Total deferred tax liabilities (172 313) (152 714)   Total deferred taxes (159 713) (130 862)      of which deferred tax assets stated in the    consolidated balance sheet  5 233 3 105    of which deferred tax liabilities stated in the     consolidated balance sheet  (164 945) (133 967)

in CHF 000 2013 2012

As of 1 January (130 862) (104 767)   (7 191) (37 154) Change in group of consolidated companies Reclassification to discontinued operations  (63) – 17 808 5 377 Deferred tax expense    (39 388) 5 279 Taxes on other comprehensive income Currency translation differences  (17) – (159 713) (130 862) As of 31 December 

The increase of CHF 28.8 million is mainly due to the effect of the actuarial gains recognised directly in total comprehensive income in accordance with IAS 19. The changes to the group of consolidated companies described in Note 1 resulted in a rise of CHF 7.2 million, while deferred income taxes led to a reduction of CHF 17.8 million.

72

Note 14


Tax loss carryforwards in CHF 000 2013 2012

Recognised tax loss carryforwards 9 929 3 637   Weighted average income tax rate 23.1% 16.7% Corresponding to effective tax loss carryforwards  (42 934) (21 744)   Expiring within 1 year (975) – Expiring in 2 to 5 years  (21 304) (2 738)   Expiring later than in 5 years (20 655) (19 007)

The realisability of these capitalised tax loss carryforwards depends on the taxable profits generated in the future. Estimates over a period of several years, which also take into account changes in existing tax laws and tax rates, form the basis for the evaluation of the likelihood of their realisation. The companies affected fulfil the prerequisites for their realisation based on their current and their expected earnings position. As of 31 December 2013, (net) deferred tax assets of CHF 5.2 million (previous year: CHF 1.9 million) had been capitalised for Group subsidiaries that recorded losses in this or the previous year. in CHF 000 2013 2012

Unrecognised tax loss carryforwards (42 586) (50 321)   Expiring within 1 year – – Expiring in 2 to 5 years  (37 148) (34 925)   Expiring later than in 5 years (5 438) (15 396)

Note 15

Discontinued operations The products and investments listed below are disclosed in the income statement, balance sheet and cash flow statement as discontinued operations. The resolutions of the Board of Directors and the judgment that the necessary criteria are fulfilled form the basis for the decision as to whether these activities are to be disclosed as discontinued operations or as assets held for sale. Any assets held for sale that exist for these operations on the balance sheet date are disclosed separately as such in the balance sheet. The previous year’s figures in the income statement and segment reporting have been adjusted accordingly. No retrospective adjustments were made in the balance sheet. Since its closure at the end of March 2011, the printing centre in Oetwil am See has been reported as a discontinued operation. As of 31 December 2013 there were no further discontinued operations. A condominium at the property in Thun was sold in 2013, with the rest of the condominiums earmarked for sale continuing to be reported as assets held for sale. Net assets held for sale fell by a total of CHF 0.2 million from CHF 8.7 million to CHF 8.4 million. The radio and TV activities as well as the specialist media sold in 2012 are reported under discontinued operations in the previous year’s income statement. The gains generated by the sale of these activities are also reported under discontinued operations. In April 2011 Tamedia decided to discontinue its involvement in radio and TV broadcasting, with the result that, on 4 January 2012, AZ Medien AG and BT Holding AG acquired Tamedia’s TV operations TeleBärn, TeleZüri and its 100 per cent stake in Belcom AG. On 27 April 73


Tamedia Group

2012, Zürichsee Media AG acquired the radio broadcaster Capital FM. The sale of Radio 24 to BT Holding AG was completed on 12 July 2012. The disposal of the specialist agricultural publications took place in the form of the sale of the newspaper Terre & Nature to the Biel-based media house Gassmann with effect from 30 September 2012, and the sale of the 49 per cent stake in Schweizer Bauer to the Ökonomische und Gemeinnützige Gesellschaft des Kantons Bern (OGG) with effect from 12 December 2012. The previous year’s balance sheet includes the assets of the printing centre in Oetwil am See, as well as further assets available for sale.

Income statement for discontinued operations in CHF 000

2013 2012

Operating revenues Operating expenses  Depreciation and amortisation  Operating income (EBIT)  Financial expense  Income before taxes  Income taxes  Net income (loss) from the disposal and evaluation of assets  Taxes on the disposal and evaluation of assets  Net income (loss) 1   Net income (loss) of discontinued operations per share 2  

1 294 13 231 (611) (12 449) (19) (287) 663 495 – (62) 663 434 – (494) – 18 230 – (3 865) 663 14 305 0.06 1.35

in CHF

1 There are no non-controlling interests in net income of discontinued operations. 2  Both diluted and undiluted

Balance sheet for discontinued operations in CHF 000

2013 2012

Property, plant and equipment Intangible assets  Non-current assets  Assets  Trade accounts payable  Current liabilities  Deferred tax liabilities  Non-current liabilities  Liabilities  Net assets 

8 587 8 882 – 17 8 587 8 898 8 587 8 898 – (2) – (2) (180) (243) (180) (243) (180) (245) 8 408 8 654

74


Cash flow statement for discontinued operations in CHF 000

2013 2012

Cash flow from (used in) operating activities Cash flow from (used in) investing activities  Cash flow from (used in) financing activities  Change in cash and cash equivalents 

683 240 – 923

228 61 391 – 61 619

Headcount for discontinued operations Number 2013 2012

As of 31 December – – Average  – 47 Note 16

Non-controlling interests in income in CHF 000 2013 2012

Non-controlling interests in income Non-controlling interests in loss  Total 

7 282 (1 361) 5 921

1 870 (3 856) (1 986)

Disclosures on the subsidiaries with non-controlling interests are provided in Note 32.

75


Tamedia Group

Income per share

Note 17

2013 2012

Weighted average number of shares outstanding during the year Number of issued shares  Number of treasury shares (weighted average) 1 Number of outstanding shares (weighted average) 

10 600 000 5 445 10 594 555 113 195 112 532 10 594 555 10.68 10.62 113 195 112 532 10 611 867 10.67 10.60

Undiluted Net income (loss) attributable to shareholders Net income (loss) of continuing operations  (attributable to shareholders)  Weighted average of outstanding shares applicable  for this calculation  Net income (loss) per share  Net income (loss) of continuing operations per share   

Diluted Net income (loss) attributable to shareholders  Net income (loss) of continuing operations  (attributable to shareholders)  Weighted average of outstanding shares applicable  for this calculation  Net income (loss) per share  Net income (loss) of continuing operations per share   

in CHF 000

in CHF 000

in CHF in CHF

in CHF 000

in CHF 000

in CHF in CHF

10 600 000 12 491 10 587 509 141 110 126 805 10 587 509 13.33 11.98 141 110 126 805 10 601 619 13.31 11.96

1 Not included in the calculation of the treasury shares for 2012 are the 250,000 shares issued in 2013 that build an integral part of the purchase price of the remaining 49.9 per cent of the Edipresse Suisse equity capital. This portion of the purchase price was recognised directly in shareholders’ equity at the time of acquisition.

The dilution takes into account the possible impact of the share-based compensation of the Management Board of Tamedia AG.

76


Note 18

Trade accounts receivable in CHF 000 2013 2012

Trade accounts receivable from third parties Trade accounts receivable from associated companies / joint ventures  Provisions for doubtful trade accounts receivable  Total 

173 847 5 643 (5 552) 173 938

162 271 6 498 (5 048) 163 720

Trade accounts receivable in the year under review increased by 6.2 per cent to CHF 173.9 million, with provisions of CHF 5.6 million set aside for trade accounts receivable whose receipt was doubtful. Trade accounts receivable are non-interest bearing and are typically due within a period of 30 days. Their due dates as of the balance sheet date are shown in the table below.

Due dates of trade accounts receivable from third parties and associated companies / joint ventures in CHF 000 2013 2012

Not yet due 125 884   Past due up to 30 days 31 336   Past due 30 to 60 days 14 526   Past due 60 to 90 days 2 690   Past due 90 to 120 days 4 606   Past due over 120 days 449 As of 31 December  179 490

141 053 17 318 5 244 1 970 432 2 751 168 769

The change in the provisions for doubtful trade accounts receivable is shown in the following table: in CHF 000 2013 2012

As of 1 January (5 048) (4 033) Change in group of consolidated companies  25 – Increase  (2 200) (2 656) Reversals  171 220 Used during the financial year  1 500 1 422 As of 31 December  (5 552) (5 048)

77


Tamedia Group

Inventories

Note 19

in CHF 000 2013 2012

Raw, auxiliary and operating materials 4 151   Finished goods 94 Trade merchandise  4 330   Total 8 574

3 999 90 5 202 9 292

Inventories decreased by CHF 0.7 million to CHF 8.6 million, which was mainly due to the decline in trade merchandise at FashionFriends AG.

78


Note 20

Property, plant and equipment

in CHF 000 Land      

Buildings, installations and structural facilities

Technical equipment and machinery

Furnishings, motor vehicles and works of art

Advance payments and assets under construction

Total

Historical cost   As of 31 December 2011 67 824   Change in group of consolidated companies – Additions  – Disposals  – Transfers  – As of 31 December 2012  67 824     Change in group of consolidated companies – Additions  – Disposals  – Transfers  – As of 31 December 2013  67 824     Accumulated depreciation   As of 31 December 2011 – Change in group of consolidated companies  – Annual depreciation  – Impairment losses  – Disposals  – Transfers  – As of 31 December 2012  –     Change in group of consolidated companies – Annual depreciation  – Impairment losses  – Disposals  – Transfers  – As of 31 December 2013  –     Net carrying value of assets   As of 31 December 2012 67 824     67 824 As of 31 December 2013

270 342 247 729 14 689 24 284 624 868 359 239 316 – 914 20 866 211 16 754 17 852 (2 742) (6 570) (391) – (9 703) 129 2 085 17 (2 232) – 268 109 244 349 14 842 38 806 633 931 – 256 429 332 1 018 48 1 377 833 20 457 22 716 (2 100) (4 662) (1 722) – (8 484) 51 827 3 025 3 024 (57 877) – 317 886 244 346 17 407 1 719 649 181 120 997 121 466 9 136 – 251 599 – – – – – 8 826 18 905 1 251 – 28 982 – – – – – (2 852) (6 312) (199) – (9 364) (2) 1 1 – – 126 969 134 060 10 189 – 271 217 – (111) (30) – (142) 9 997 18 759 1 562 – 30 319 – – – – – (2 100) (4 662) (1 545) – (8 307) – – – – – 134 867 148 046 10 175 – 293 087 141 140 110 290 4 654 38 806 362 714 183 019 96 300 7 232 1 719 356 094

Property, plant and equipment decreased overall by CHF 6.6 million, from CHF 362.7 million to CHF 356.1 million. Changes in the group of consolidated companies resulted in an increase of CHF 1.1 million. Investments of CHF 22.7 million in property, plant and equipment contrasted with current depreciation and amortisation of continuing operations of CHF 30.3 million. Investments increased from CHF 17.9 million to CHF 22.7 million. Investments made during the year under review related primarily to the new office building on the Zurich Werd site and to technical equipment and machinery. Investments in the newbuild were 79


Tamedia Group

reclassified during the reporting year, from assets under construction to the specific investment categories. Depreciation and amortisation was CHF 1.3 million higher than in the previous year. Details on pledging of property, plant and equipment are given in Note 38.

Other non-current financial assets

Note 21

in CHF 000 2013 2012

Other investments 50 Non-current loans to third parties  2 472   Non-current loans to associated companies / joint ventures 5 697   Other non-current financial assets 452 Total  8 671

– 5 846 350 442 6 638

Other non-current financial assets increased by CHF 2.0 million to CHF 8.7 million. Non-current loans to third parties fell by CHF 3.4 million, primarily due to the repayment of a loan. Non-current loans to associated companies increased by CHF 5.3 million, which is essentially attributable to the loan extended to the deconsolidated car4you Schweiz AG. There was only a slight change in other non-current financial assets. Details on pledges of other financial assets can be found in Note 38.

80


Note 22

Employee benefits Tamedia has a range of defined benefit plans in Switzerland. These plans are operated in accordance with the legal requirements and are managed by autonomous, legally independent pension funds. The Board of Trustees, as the highest management body of these pension funds, is composed of an equal number of employee and employer representatives. The plan participants are insured against the economic consequences of age, disability and death, with the benefits being set in accordance with the respective plan regulations on the basis of the contributions paid. Depending on the individual plan, the employer pays contributions of at least 50 per cent up to a maximum of 62 per cent into the pension funds. The pension funds can change your financing system (contributions and future benefits). In the event of a deficit, determined based on the legal requirements of Switzerland, and if other measures are unsuccessful, the pension fund may charge the employer deficit reduction contributions. All of the insurance risks are borne by the pension funds. These risks can be broken down into demographic and financial risks, and are regularly assessed by the Board of Trustees, which is also responsible for asset management. The management of the plan assets aims at securing the insured parties’ benefit entitlements over the long term using the contributions stipulated in the plan regulations paid by employees and the employer. Criteria such as security, the generation of a return on investments that is in line with the market, risk distribution, efficiency and guarantee of the necessary liquid assets are all taken into account. Risk capacity, calculated in accordance with recognised rules, is taken into account when determining the investment strategy. The structure of the plan assets takes particular account of the level of employee benefit obligations and of aspects such as the plan’s actual financial position and the expected developments in the number of insureds. The plan assets are thus distributed across different investment categories, markets and currencies, while ensuring that there is sufficient market liquidity. The target return on plan assets is determined in the context of risk capacity, and should play a key role in financing the benefits promised.

Actuarial assumptions in per cent 2013 2012

Discount rate as of 1 January 1.90 Discount rate as of 31 December  2.20 Expected salary increases  1.00 Expected pension increases  – BVG 2010 GT Mortality table    Date of most recent actuarial calculation 31.12.2013

2.40 1.90 1.00 – BVG 2010 GT 31.12.2012

81


Tamedia Group

Amounts recognised in the balance sheet in CHF 000 2013 2012

Employee benefit obligations as of 31 December (1 634 974) (1 671 002)   Employee benefit plan assets as of 31 December 1 720 996 1 594 428   Overfunding/(liabilities) as of 31 December 86 022 (76 574)   Adjustment of asset limit – – Net plan assets/(net plan liabilities) as of 31 December  86 022 (76 574)      of which net plan assets as per IAS 19 96 687 –      of which net plan liabilities as per IAS 19 (10 665) (76 574)

Amounts recognised in the income statement in CHF 000 2013 2012

Current employer service cost (34 449) (30 783)   Past service cost (5 503) 6 403   Effect of plan curtailments/settlements 167 642 Interest cost for employee benefit obligations  (31 575) (37 169)   Interest income on plan assets 30 000 35 808   Administration costs (excl. asset management costs) (837) (783) Company’s net periodic pension cost  (42 197) (25 882)      of which employee benefit expense and administration costs (40 622) (24 521)      of which net interest on net plan assets / (net plan liabilities) (1 575) (1 361)

Amounts recognised in the statement of comprehensive income in CHF 000 2013 2012

Actuarial gains/(losses) on employee benefit obligations Gain on plan assets, excluding interest  Total 

54 836 125 745 180 581

(88 658) 66 102 (22 556)

Composition of actuarial gains in CHF 000 2013 2012

Actuarial gains/losses through changes in financial assumptions  adjustments due to experience  Total 

82

50 545 4 291 54 836

(87 104) (1 554) (88 658)


Development of employee benefit obligations in CHF 000 2013 2012

Present value as of 1 January (1 671 002) (1 566 360)   Interest cost (31 575) (37 169)   Current employer service cost (34 449) (30 783)   Employee contributions (21 878) (22 088)   Benefits paid 79 386 72 780   Increase/decrease due to plan amendments (5 503) 6 403   Effect of plan curtailments/settlements – 9 265   Change in group of consolidated companies (3 952) (13 609)   Administration costs (excl. asset management costs) (837) (783) Actuarial gains/(losses)  54 836 (88 658)   Present value as of 31 December (1 634 974) (1 671 002)      of which plan liabilities for current employees (713 157) (731 490)      of which plan liabilities for retired employees (921 817) (939 512)

Development of plan assets in CHF 000 2013 2012

Fair value as of 1 January 1 594 428   Interest income on plan assets 30 000   Employer contributions 25 538   Employee contributions 21 878   Benefits paid (79 386)   Effect of plan curtailments/settlements – Change in group of consolidated companies  2 793   Gain on plan assets, excluding interest 125 745   Fair value as of 31 December 1 720 996

1 512 511 35 808 25 637 22 088 (72 780) (8 623) 13 685 66 102 1 594 428

83


Tamedia Group

Allocation of plan assets in CHF 000 2013 2012

Listed market prices   Cash and cash equivalents 57 616   Equity securities 610 005   Bonds 495 325   Real estate 430 529   Total listed market prices 1 593 475     Not publicly traded fair values   Bonds – Real estate  14 070   Other 113 451   Total non-listed market prices 127 521   Total assets at fair value 1 720 996      of which Tamedia AG shares 44    of which assets used by Group companies  –

22 928 504 691 502 032 359 764 1 389 415 5 032 58 751 141 230 205 013 1 594 428 114 –

Expected contributions for the coming year in CHF 000 2013 2012

Employer contributions Employee contributions 

24 664 21 670

25 549 21 965

Maturity of employee benefit obligations in years 2013 2012

Weighted average duration of employee benefit obligations in years 13.1 13.6

Sensitivity analysis in CHF 000 2013 2012

Effects on employee benefit obligations as of 31 December in the event of Decrease in discount rate by -0.25%  Increase of discount rate by +0.25%  Decrease in salary increases by 0.25%  Increase of salary increases by +0.25%  Decrease in life expectancy by -1 year  Increase of life expectancy by +1 year 

84

(54 726) 51 332 3 767 (3 819) 47 937 (46 654)

(58 040) 54 724 4 423 (4 018) 38 131 (40 464)


Contributions to defined contribution plans in CHF 000 2013 2012

Total 752 534

Liabilities to employee benefit funds in CHF 000 2013 2012

Liabilities to Tamedia employee benefit funds 1 920 –   Liabilities to other employee benefit funds 133 – Total  2 187 –

85


Tamedia Group

Intangible assets in CHF 000 Goodwill      

Note 23 Publishing rights, brand rights and other legal rights

Recognised software project costs

Other intangible assets, assets under construction

Total

Historical cost   As of 31 December 2011 439 222 394 801 50 785 4 724 889 531   Change in group of consolidated companies 256 163 188 639 7 605 15 452 422   Additions – 412 173 2 757 3 342   Disposals – (64) – (1 886) (1 950)   Transfers 56 (100) 3 055 (3 011) –   As of 31 December 2012 695 441 583 687 61 617 2 600 1 343 345     Change in group of consolidated companies 38 711 38 959 7 847 80 85 597   Additions – – 906 1 685 2 591   Disposals – – (4 034) – (4 034)   Transfers – – 882 (882) – As of 31 December 2013  734 152 622 646 67 218 3 482 1 427 499     Accumulated amortisation   As of 31 December 2011 7 818 22 725 24 313 2 177 57 033   Change in group of consolidated companies – – – – – Annual amortisation  – 18 592 9 655 5 28 252   Impairment losses 2 312 – – – 2 312   Disposals – (9) (275) (1 620) (1 904)   Transfers 57 (100) 554 (510) – As of 31 December 2012  10 187 41 208 34 246 51 85 692     Change in group of consolidated companies (3 229) (3 285) (385) – (6 899)   Annual amortisation – 25 702 13 309 7 39 018   Impairment losses – – – – – Disposals  – – (3 676) – (3 676)   Transfers – – – – – As of 31 December 2013  6 958 63 624 43 495 58 114 135     Net carrying value of assets   As of 31 December 2012 685 254 542 479 27 371 2 549 1 257 653     As of 31 December 2013 727 194 559 022 23 723 3 424 1 313 364

Intangible assets increased by CHF 55.7 million, from CHF 1,257.7 million to CHF 1,313.4 million, The increase is primarily attributable to additions of CHF 85.6 million to the group of consolidated companies relating to publishing and brand rights, and goodwill. Changes to the group of consolidated companies include the addition of intangible assets of Olmero, Starticket, Jobsuchmaschine and Metroxpress as well as the disposal of the intangible assets of car4you Schweiz AG. Further information can be found in Note 1 “Changes to the group of consolidated companies“ on the acquisition of consolidated companies and activities. Other additions of CHF 2.6 million mainly comprise costs that can be capitalised 86


in connection with software development. The additions were offset by amortisation of CHF 39.0 million. The disposals recorded in 2013 related to recognised software projects, while the disposal of the piazza.ch platform, which was incorporated as a non-monetary contribution into the tutti.ch and car4you.ch joint venture, had the greatest impact. In addition to goodwill, intangible assets (trademarks/URLs) with indefinite useful lives exist in the following business segments: in CHF 000 2013 2012

Business division Print Regional  Print National  Digital  Total 

37 078 75 860 134 428 247 366

37 078 70 180 127 155 234 413

Further information on goodwill and impairment testing is provided in the following note. Note 24

Goodwill in CHF 000 2013 2012

Business division Print Regional  Print National  Digital  Total 

111 152 230 759 385 284 727 194

111 208 225 761 348 285 685 254

The carrying amount of goodwill was tested for impairment for each cash generating unit as of 31 December 2013. Their values in use are calculated using the discounted cash flow method. The calculations on which the business plans are based refer to those values directly achieved in the previous year, the current budget figures for 2014 and the medium-term expectations for each of the business divisions. The data include the latest estimates relating to changes in revenues and costs. The estimates relating to the changes in revenues take into account external market data (WEMF, Media Focus, NET-Metrix) and are based on the current numbers of readers or users, the future development of which is forecasted individually. Measures serving to improve results are taken into account only if they have been officially approved and are already being implemented. The business risks, the assessment of which varied, have been taken into consideration in the business plans. The business plans cover a period of four years. For the following years, the growth rate in the Print Regional and Print National business divisions was set at 0.0 per cent, and at 1.0 per cent in the case of Digital (previous year: 1.1 and 1.6 per cent).

87


Tamedia Group

The discount rates applied (WACC) are shown in the following table. in CHF 000 2013 2012

WACC before tax   Print Regional 9.9–10.2% Print National  8.0–8.2% Digital  9.8–10.0%

8.0–8.4% 7.2–7.5% 7.3–9.4%

The discount rates before tax applied for the significant cash generating units amount to 10.0 per cent at Print Regional (previous year: 8.2 per cent), 8.1 per cent at Print National (previous year: 7.4 per cent) and 10.0 per cent at Digital (previous year: 9.4 per cent). No impairments were required on the basis of the calculations carried out in 2013. Goodwill impairment of CHF 2.3 million was recognised for the Digital business division during the previous year. Additional impairment of goodwill could result from changes in the fundamental data used for testing the carrying amount of goodwill, such as an ongoing deterioration in the gross margin or a change in cost structure. The possible effects as of 31 December are presented on the basis of an assumed reduction in free cash flow and an increase in WACC. in CHF 000 2013 2012

Effects on capitalised goodwill of a reduction in cash flow of     10%         Print Regional (2 856) –         Print National – –       Digital  – – 20%          Print Regional (13 880) –         Print National (3 060) –         Digital – – at an increased WACC by 2%          Print Regional (13 276) (409)         Print National (8 706) (36)         Digital – (554)

88


Note 25

Financial liabilities in CHF 000 2013 2012

Current liabilities to banks 910 Other current financial liabilities to third parties  6 900   Other current financial liabilities to related companies – Current financial liabilities  7 811     Non-current liabilities to banks 170 016   Non-current loans from third parties – Non-current financial liabilities to associated companies / joint ventures  6 699   Other non-current financial liabilities to third parties 10 267   Other non-current financial liabilities to related companies 50 Non-current financial liabilities  187 032   Financial liabilities 194 842     Weighted average interest rate   Due within 1 year 3.2% Due 1 to 5 years  1.1% Due beyond 5 years  n/a

65 931 6 966 2 667 75 564 169 530 21 500 7 907 – 780 199 717 275 281 1.2% 1.3% n/a

Financial liabilities decreased by CHF 80.4 million to CHF 194.8 million. The current liabilities to banks of CHF 65.0 million recognised in the previous year for the short-term tranches of the credit facility agreed between Tamedia and a banking consortium on 22 November 2012 in the maximum amount of CHF 235.0 million for the acquisition of jobs.ch Holding AG was repaid during 2013. The non-current loans of CHF 21.5 million from the previous year that also resulted from the acquisition of jobs.ch Holding AG were also repaid. Non-current liabilities to banks as of the end of 2013 mainly included the long-term tranches of the above credit facility. This is expected to be used with a term of between two and three years. Significant conditions include the interest rate agreed, consisting of Libor and an interest margin. The interest margin varies according to the debt ratio and the amount of the promissory notes assigned as collateral. The credit facility is secured by promissory notes on Tamedia properties in the amount of CHF 239.1 million. See also Note 38 “Assets pledged as collateral or subject to liens”. Adherence to a maximum debt ratio (gross debt divided by EBITDA) and a minimum equity ratio (equity in relation to total assets) was agreed. These key figures were adhered to in the 2013 financial year. Other non-current financial liabilities to third parties include the purchase price due and the obligation on the part of Tamedia to purchase non-controlling interests on the basis of put options in conjunction with the acquisition of Starticket AG (see explanations under Note 1).

89


Tamedia Group

Trade accounts payable

Note 26

in CHF 000 2013 2012

Trade accounts payable to third parties Trade accounts payable to associated companies / joint ventures  Total 

52 033 2 367 54 400

47 932 3 081 51 013

The total amount of trade accounts payable was CHF 54.4 million, which represents an increase of CHF 3.4 million over the previous year. Trade accounts payable are non-interest bearing and are normally payable within a period of 30 days.

Other current liabilities

Note 27

in CHF 000 2013 2012 

Liabilities to public authorities 10 186   Liabilities to insurance companies 1 943   Liabilities to employee benefit funds 640 Liabilities to employees  739 Advance payments from customers  4 074   Other current liabilities 16 949   Total 34 533

11 447 3 645 390 895 3 972 14 374 34 721

Other current liabilities decreased by CHF 0.2 million to CHF 34.5 million. These are non-interest bearing and are typically payable within a period of 30 days.

Deferred revenues and accrued liabilities

Note 28

in CHF 000 2013 2012 

Deferred subscription revenues Deferred online revenues  Deferred items, personnel  Other accrued liabilities  Total 

147 199 51 815 23 258 44 270 266 543

152 055 39 983 24 276 31 148 247 461

Deferred revenues and accrued liabilities increased by CHF 19.1 million from CHF 247.5 million to CHF 266.5 million. Deferred subscription revenues fell by CHF 4.9 million or 3 per cent compared with the previous year, reflecting the development in distribution revenues. Deferred online revenues grew considerably, up by CHF 11.8 million to CHF 51.8 million. This rise can be attributed to the first-time inclusion of Olmero AG and the adjustment in Jobup AG’s billing system (merged into Jobcloud AG with effect from 1 January 2013) and to the increase in Jobcloud AG’s revenues. The CHF 2.3 million rise in other accrued liabilities can be attributed to changes in the group of consolidated companies.

90


Note 29

Provisions in CHF 000 Long service Personnel Restoration Litigation risk, Total   awards provisions/ costs + inherit- other   Restructuring ed pollution

As of 1 January 2012 7 134 2 344 1 050 1 567 12 096 Increase  444 2 406 222 280 3 352 Reversal  (7) (56) (50) (797) (909) Used during the financial year  (103) (2 008) – (54) (2 165) As of 31 December 2012  7 469 2 686 1 222 997 12 374 Due within 1 year  586 2 686 – – 3 272 Due between 1 and 5 years  6 883 – 1 222 997 9 102     As of 1 January 2013  7 469 2 686 1 222 997 12 374 Increase  922 6 275 – 417 7 613 Reversal  – (901) (35) (40) (976) Used during the financial year  (48) (1 869) (315) (370) (2 601) As of 31 December 2013  8 343 6 191 872 1 004 16 410 Due within 1 year  623 6 191 272 – 7 086 Due between 1 and 5 years  7 720 – 600 1 003 9 324

Current and non-current provisions increased by CHF 4.0 million from CHF 12.4 million to CHF 16.4 million. Additional provisions of CHF 7.6 million set aside for long-service awards, personnel provisions/restructuring and litigation risks were offset by the reversal through the income statement of unused provisions of CHF 1.0 million in all categories. The increase in personnel provisions is a result of social plans agreed in 2013. The provisions used of CHF 2.6 million primarily relate to personnel provisions and restructuring, restoration costs and litigation risks. The outflow of non-current provisions is expected within the next five years. The provision for long-service awards is determined on the basis of actuarial principles. The personnel provisions consist mainly of costs that are still expected in conjunction with the agreed financial restructuring measures. Restoration costs and inherited pollution include the estimated costs of restoring rented properties to their original state once they have been vacated, and guarantees for the removal of inherited pollution from properties sold. The due dates for restoration costs of rented premises depend on the terms of the relevant agreements. The provisions for litigation risks relate to current cases. Other provisions include several different items, which, if considered individually, are not significant in nature. The amount set aside for provisions and the point in time at which such will result in a cash outflow is based on best possible estimates and may deviate from actual circumstances in the future. Note 30

Share capital There continue to be 10,600,000 fully paid registered shares with a nominal value of CHF 10.00 each. A shareholders’ binding agreement exists for 67.0 per cent of the 10.6 million registered shares of Tamedia AG. The members of the shareholders’ binding agreement currently own 71.8 per cent of the shares. 91


Tamedia Group

On 26 April 2013, the shareholders approved the recommendation of the Board of Directors that a dividend of CHF 4.50 per share be distributed for the 2012 financial year. For the 2013 financial year, the Board of Directors will recommend to the Annual General Meeting on 11 April 2014 that a dividend of CHF 4.00 per dividend-bearing share be distributed.

Treasury shares

Note 31

2013 2012

Number of treasury shares As of 1 January  Additions  Disposals  As of 31 December    Initial value of treasury shares  As of 1 January  Additions  Disposals  As of 31 December  Market value    Paid/received prices  Additions (weighted average)  min.  max.    Disposals (weighted average)  min.  max. 

256 849 264 402 12 000 – (265 770) (7 553) 3 079 256 849 18 250 18 618 1 319 – (19 234) (368) 335 18 250 332 26 378 109.95 n/a 107.50 n/a 114.72 n/a 72.37 48.75 48.75 48.75 111.38 48.75

in CHF 000

in CHF

The stock market price of the treasury shares was CHF 107.90 at the end of the year compared with CHF 102.70 at the end of the previous year. The price development can be seen in the chart on page 34. 2,895 treasury shares with a total value of CHF 0.3 million were issued in 2013 for the 2012 financial year (see also Note 43) as part of the employee profit participation programme. In addition, 12,875 treasury shares with a total value of CHF 1.5 million were issued in connection with the profit participation programme in place for members of the Management Board (see also Note 42). In total, 12,000 additional treasury shares were purchased in the 2013 financial year.

92


Further disclosures in relation to the consolidated financial statements Note 32

Subsidiaries with non-controlling interests The Group companies of Tamedia and their respective shares of capital and voting rights are detailed in Note 40. The balance sheet date for all Group companies is 31 December. With regard to non-controlling interests, there are no significant statutory, contractual or regulatory restrictions affecting access to or use of the Group’s assets or with regard to Tamedia’s settlement of its obligations. Detailed information on the Group companies with significant non-controlling interests is provided in the table below (figures prior to intercompany eliminations). in CHF 000 2013 2012 1

Name Jobcloud AG Jobcloud AG   Share of Group capital 62.9% 50.0%  

Balance Sheet Current assets  Non-current assets  Assets  Current liabilities  Non-current liabilities  Equity, attributable to Tamedia shareholders  Attributable to non-controlling interests  Liabilities 

32 203 525 677 557 880 55 127 45 687 292 383 164 683 557 880

39 573 427 186 466 759 34 840 80 640 180 640 170 640 466 759

Income Statement    Operating revenues 64 302 2 758   Income before taxes 17 897 512   Income taxes (2 896) (27)   Net income 15 001 485   Other comprehensive income (505) – Total comprehensive income  14 496 485      of which    attributable to non-controlling interests  5 382 243 Dividends paid to non-controlling interests  – –

Cash flows Cash flow from (used in) operating activities  Cash flow from (used in) investment activities  Cash flow from (used in) financing activities  Change in cash and cash equivalents 

32 429 2 651 (30 777) (43) (21 500) – (19 848) 2 608

1 Due to the first-time consolidation of Jobcloud AG as of 30 November 2012, income statement and cash flow cover only one month.

93


Tamedia Group

In early January 2013 Tamedia incorporated its online job advertisement subsidiary Jobup AG into Jobcloud AG, thereby increasing its interest in Jobcloud AG from 50.0 to 62.9 per cent. Ringier has the option until 3 June 2014 of raising its stake back up to 50 per cent by buying 12.9 per cent of the shares.

Sureties, subordinated claims and guarantee obligations to the benefit of third parties / related parties

Note 33

in CHF 000 2013 2012

Subordinated claims in favour of related parties Guarantee obligations in favour of related parties  Total 

4 150 – 1 896 934 6 046 934

As of the balance sheet date there were subordinated claims to the benefit of related parties totalling CHF 4.2 million and guarantee obligations in favour of related parties in the amount of CHF 1.9 million (previous year: CHF 0.9 million). There were no further sureties, subordinated claims or guarantee obligations.

Operating leases and rental commitments

Note 34

Rental agreements are currently in place for property as well as lease agreements for vehicles and office equipment. The lease agreements have a residual term of between one and four years and are generally at fixed conditions. The residual terms of the property rental agreements are usually between one and five years. A longer term was agreed upon for the Medienhaus Werd property in Zurich (seven years, until the end of 2020). Otherwise, no special agreements have been entered into. in CHF 000 2013 2012

Land, buildings and office premises Machinery and furnishings  Total  Due within 1 year  Due between 1 and 5 years  Due beyond 5 years  Total    Costs recognised in the financial year under the item rent,  lease payments and licences (see also Note 9) 

34 550 2 482 37 032 10 471 21 375 5 185 37 032

15 986

48 833 3 274 52 108 13 548 30 837 7 722 52 108

14 671

Pending transactions Framework agreements have been entered into with major suppliers of newsprint and magazine paper. Agreements that relate to the 2014 delivery period or subsequent years amount to CHF 11.7 million. A general contractor works agreement was entered into in 2010 for the construction of the new building on the Zurich Werd site. Additionally, there were purchase obligations in the amount of CHF 0.6 million as of the end of 2013 (previous year: CHF 11.1 million). As of the balance sheet date, there were no further pending transactions. 94

Note 35


Note 36

Information on financial risk management The Board of Directors convenes regularly to discuss the assessment of risks (one meeting held in 2013). Its assessments were compared and aligned with those prepared by the Management Board. An overview of the various risks was prepared and assessed according to the likelihood of occurrence and the possible consequences. Measures to reduce major risks were also evaluated. The Board of Directors and Management Board currently consider the following risks as being significant: the dependence on the general economic development, the impact of structural change in the media sector, the change in behaviour of advertising customers and media consumers, the change in basic operating conditions (in particular in the online area with free competition on the part of SRG financed by television licence fees) and new projects both at home and abroad in general. In contrast, any risks associated with operational errors and weaknesses or natural hazards are assessed as being less critical. Interest rate risk Interest rate risk is managed centrally. Short-term interest rate risks are generally not hedged. The interest rate risk arising from the financing of the takeover of jobs.ch Holding AG has not been hedged. As of the balance sheet date, there were no other hedges of longterm interest rate risks. The risk resulting from changes in market interest rates mainly affect current and non-current financial liabilities. The following table provides details of the items that are subject to interest rate risks and shows the impact of a possible change in interest rates on the Group’s pre-tax income.

2013 2012

in CHF 000 Variable Fixed Variable Fixed   interest rate interest rate interest rate interest rate Assets    Cash and cash equivalents 54 140   Loans receivable 2 819   Other financial receivables –     Liabilities   Liabilities to banks and bank loans 468 Loans payable  6 699   Other interest-bearing financial liabilities  2 000   Impact on earnings before taxes  at a change of +/– 0.1%  +/– 48

– 5 663 60 169 584 – 17 354

104 476 5 847 4 383 4 907 2 667 +/– 102

– 350 – 233 764 24 500 6 537

Currency risk Risks from exchange rate fluctuations may result in particular from the purchase of paper or investments. Exchange rate risks are hedged centrally and thus minimised to the extent that such action is considered expedient.

95


Tamedia Group

At this time, exchange rate risks relate mainly to purchases made in a foreign currency. Their countervalue amounted to CHF 62.7 million in 2013. These risks related for the most part to transactions in EUR and were hedged for paper purchases of CHF 52.0 million in 2014. Details of existing hedges for 2013 and 2014 with forward exchange transactions can be found in Note 37. The effects on pre-tax income of a possible change in the exchange rates of 5 per cent on the items in the balance sheet in EUR amounted to CHF –0.5 million as at the end of 2013 (previous year: CHF 0.1 million). Credit default risk Trade accounts receivable are constantly monitored using standardised processes, which are also supported by external debt collection partners. Standard guidelines are used to make the necessary impairment charges (see also: Valuation guideline for accounts receivable). The threat of cluster risks is minimised because of the large number and distribution of receivables that span customers across all market segments. Quantitative information on credit risk resulting from operations can be found in Note 18 Trade accounts receivable. The credit risk related to other financial assets arises from counterparty defaults, in which case the maximum risk would be the carrying amount. Liquidity risk The risk of not having access to sufficient liquidity to settle liabilities is covered in a current liquidity plan, which is continuously updated. The liquidity plan takes both day-today operations and accounts receivable and liabilities into account. In order to optimise the available financial resources, liquidity management and longterm financing are undertaken centrally. This means that capital can be procured cost-effectively and ensures that the liquid assets available match the payment obligations. The due dates of financial liabilities are shown in the table below. in CHF 000  

Not yet due/ at call

Up to 3 months

4 to Due between 12 months 1 and 5 years

Due beyond Total 5 years

Financial liabilities 372    of which derivative financial instruments  – Trade accounts payable  54 400 Other liabilities  16 949   Total 2013  71 721   Financial liabilities  69 972    of which derivative financial instruments  – Trade accounts payable  51 013 Other liabilities  14 374 Total 2012  135 358

2 160 278 – – 2 160 1 495 343 – – 1 495

6 879 476 – – 6 879 4 097 582 – – 4 097

188 435 – 120 – – – – – 188 435 – 199 716 – 766 – – – – – 199 716 –

Capital management The capital defined in conjunction with capital management corresponds to reported equity. 96

197 846 874 54 400 16 949 269 195 275 281 1 691 51 013 14 374 340 667


The purpose of capital management is to ensure that the objectives described below are achieved. The amount of capital necessary for day-to-day operations should be drawn from funds earned by the Group itself. The dividends paid to shareholders are adjusted as a means of managing capital. It should, as a rule, be possible to settle financial obligations from the Group’s own funds within a period of three to five years. The aim is to be able to pay dividends to shareholders in the range of 35 to 45 per cent of net income and to report an equity ratio that is significantly higher than 50 per cent over the long term. Note 37

Financial instruments

category 2013 2012 

in CHF 000

Cash and cash equivalents 1 Current financial assets  4 Trade accounts receivable  2 Current financial receivables  2 Other non-current financial assets       of which other investments 3    of which loans receivable  2    of which other non-current financial assets  2  

Current financial liabilities 5 Trade accounts payable 5 Other liabilities  5 Non-current financial liabilities  5  

of which summarized by categories (IAS 39) Cash and cash equivalents 1 Loans and trade accounts receivable  2 Financial instruments held for sale  3 Financial instruments held for trading purposes  4 Financial liabilities measured at amortised cost  5  

Carrying value

54 140 127 173 938 7 002 8 671 50 8 169 452 7 811 54 400 34 533 187 032 54 140 189 561 50 127 283 775

Fair value

54 140 127 173 938 7 002 7 932 50 7 430 452 7 905 54 400 34 533 187 117 54 140 188 822 50 127 283 954

Carrying value

104 476 381 163 720 4 6 638 – 6 196 442 9 633 51 013 14 374 199 716 104 476 170 362 – 381 274 736

Fair value

104 476 381 163 720 4 6 096 – 5 654 442 9 941 51 013 14 374 200 314 104 476 169 820 – 381 275 642

Wherever possible, fair value is determined by market prices. If these are not available, the Group undertakes its own calculations, which are generally based on the discounted cash flow method. Tamedia uses the following measurement hierarchy for determining the fair value of financial instruments: – Level 1 Quoted, unadjusted market price in active markets. – Level 2 Fair values calculated on the basis of observable market data. Either listed prices on non-active markets or non-listed prices are taken into account. Such market values may also be derived from prices indirectly. – Level 3 Fair values that are not calculated on the basis of observable market data.

97


Tamedia Group

The forward exchange contracts and interest rate hedges included under current and non-current financial assets and financial liabilities are the only financial instruments that are classified under Level 2 in the fair value hierarchy. All other financial instruments are classified under Level 1.

Forward currency contracts / swaps in CHF 000 2013 2012

Contract volume 52 040 76 122   Fair value, due (29) 299 Due within 1 year  (29) 299 Due within 1 and 5 years  – – Due beyond 5 years  – –     Cash flow hedge disclosures   Cash flow hedges recognised directly in other comprehensive income as of 31 December  109 362 Used for hedging as planned  894 469 Recognised directly in profit or loss  61 126

Forward euro contracts totalling CHF 52.0 million existed as of the balance sheet date for the purpose of hedging the foreign currency risk arising from the framework agreements for the purchase of newsprint and magazine paper. No additional hedging transactions were entered into after balance sheet date. The hedging transactions are recognised in the income statement upon realisation, together with the underlying transactions. Depending on their maturity dates, the fair values of these derivative financial instruments are reported under current or non-current financial receivables or liabilities as appropriate.

Assets pledged as collateral or subject to liens

Note 38

in CHF 000 2013 2012

Mortgages securing financial liabilities 239 133    related to land and buildings with a net carrying value of  208 852 Assets securing subscription insurance  600    from securities with a value of  1 207 Assets pledged as collateral or subject to liens  239 733    from assets with a consolidated value of  210 058

224 133 182 830 400 400 224 533 183 230

Fire insurance value of property, plant and equipment

Note 39

in CHF 000 2013 2012

Total

98

1 083 195

904 736


Note 40

Investments The Group companies of Tamedia were as follows as of 31 December 2013:

Name Domicile Currency    

Tamedia AG Zurich CHF 20 Minuten AG  Zurich CHF    20 minuti Ticino SA  Lugano CHF    MetroXpress A/S  Copenhagen DKK       Soundvenue A/S  Copenhagen DKK    TicinOnline SA  Breganzona CHF Doodle AG  Zurich CHF DZZ Druckzentrum Zürich AG  (previously Tages-Anzeiger Verlag AG)  Zurich CHF Edita SA  Luxembourg EUR Espace Media AG  Berne CHF    DZB Druckzentrum Bern AG     (formerly Büchler Grafino AG)  Berne CHF    Burgdorfer Tagblatt AG (in liquidation)  Burgdorf CHF    Schaer Thun AG  Thun CHF       Berner Oberland Medien AG  Uetendorf CHF       Thuner Amtsanzeiger 1 Thun CHF FashionFriends AG  Langenthal CHF Glattaler AG  Dübendorf CHF Homegate AG  Adliswil CHF    ImmoStreet.ch  Lausanne CHF Jobcloud AG (previouslys Jobs.ch Holding AG)  Zurich CHF    Jobsuchmaschine AG  Zurich CHF    Karriere.at GmbH  Linz EUR    x28 AG  Thalwil CHF Newsnet 1 Zurich CHF Olmero AG  Opfikon CHF Schweizerische Depeschenagentur AG  Berne CHF Search.ch AG  Zug CHF SMD Schweizer Mediendatenbank AG  Zurich CHF    Swissdox AG  Zurich CHF Starticket AG  Zurich CHF Swiss Classified Media AG  Zurich CHF    car4you Schweiz AG  Zurich CHF    Tutti.ch AG  Zurich CHF  

Share capital Business Consolidation Share of in CHF 000 division method Group capital 2013

106 000 5 000 300 662 1 250 1 100 100 100 50 5 000 9 900 82 2 250 500 – 231 100 1 000 700 25 247 100 40 100 – 208 2 000 100 900 100 800 100 1 200 100

R/N/D N/D N/D N N D D R N R R N R R R D R D D D D D D D D N D N R D D D D

V V E V V E E V E V V E V E E V V V E V V E E V V E V E E V E E E

– 100.0% 50.0% 100.0% 60.0% 25.8% 49.0% 100.0% 50.0% 100.0% 100.0% 30.0% 100.0% 50.0% 45.0% 65.0% 80.0% 90.0% 20.0% 62.9% 62.9% 30.8% 12.6% 81.3% 92.8% 29.1% 75.0% 33.3% 33.3% 75.0% 50.0% 50.0% 50.0%

Share of Group voting rights 2013

– 100.0% 50.0% 100.0% 60.0% 25.8% 49.0% 100.0% 50.0% 100.0% 100.0% 30.0% 100.0% 50.0% 45.0% 65.0% 80.0% 90.0% 20.0% 62.9% 62.9% 30.8% 12.6% 81.3% 92.8% 29.1% 75.0% 33.3% 33.3% 75.0% 50.0% 50.0% 50.0%

1 Sole proprietorship  

Business division N  = Print National R  = Print Regional D  = Digital  

Consolidation and measurement methods V  = Full consolidation E  = Accounted for using the equity method

99


Tamedia Group

Name Domicile Currency    

Tagblatt der Stadt Zürich AG Zurich CHF Tamedia Publications romandes SA  Lausanne CHF    CIL Centre d’Impression Lausanne SA  Lausanne CHF    Editions Le Régional SA  Vevey CHF    ER Publishing SA  Lausanne CHF       Le Temps SA  Geneva CHF    La Région Hebdo SA  Yverdon-les-Bains CHF    LC Lausanne Cités SA  Lausanne CHF    LS Distribution Suisse SA     (formerly Payot Naville Distribution SA)  Corminbœuf CHF    Point Prod’ SA  Carouge CHF    Société de Publications Nouvelles SPN SA  Geneva CHF    Virtual Network SA  Nyon CHF TVtäglich 1 Zurich CHF Verlag Finanz und Wirtschaft AG  Zurich CHF Zattoo Schweiz AG  Zurich CHF Ziegler Druck- und Verlags-AG  Winterthur CHF    Aktiengesellschafts des     Winterthurer Stadtanzeiger  Winterthur CHF Zürcher Oberland Medien AG  Wetzikon CHF Zürcher Regionalzeitungen AG  Stäfa CHF    DZO Druck Oetwil a.S. AG  Oetwil a.S. CHF  

Share capital Business Consolidation Share of in CHF 000 division method Group capital 2013

200 7 500 10 000 482 2 000 5 000 100 50 30 000 133 1 000 100 – 1 000 130 3 326 300 1 800 100 5 000

R R R R R R R R R R R D R N D R R R R R

V V V V E E E E E E E E E V E E E E V V

1 Sole proprietorship  

Business division N  = Print National R  = Print Regional D  = Digital  

Consolidation and measurement methods V  = Full consolidation E  = Accounted for using the equity method

Explanations detailing the significant changes to the consolidated investments are provided in Note 1, and to investments in associated companies and joint ventures in Note 11.

100

85.0% 100.0% 100.0% 87.8% 50.0% 46.2% 24.0% 50.0% 35.0% 30.0% 50.0% 20.0% 50.0% 100.0% 24.5% 20.0% 20.0% 37.6% 100.0% 100.0%

Share of Group voting rights 2013

85.0% 100.0% 100.0% 87.8% 50.0% 46.2% 24.0% 50.0% 35.0% 30.0% 50.0% 20.0% 50.0% 100.0% 24.5% 20.0% 20.0% 37.6% 100.0% 100.0%


Note 41

Transactions with related parties and companies Transactions between Tamedia and its associated companies and joint ventures were mostly in the areas of printing and media revenues.

in CHF 000  

Associated companies 1  

Joint ventures 1  

Pension funds  

Board of Directors and Management Board 

2013 2012 2013 2012 2013 2012 2013 2012

Operating revenues 12 980 5 021 24 266 15 378 – 69 – – Operating expenses  (15 285) (10 015) (195) (388) (25 538) (25 637) (13 010) (14 288) Net financial income (loss)  – – (1) (318) – – – –   Trade accounts receivable  2 409 5 347 3 234 1 151 – – – – Loans receivable  – – 5 697 350 – – – –   Trade accounts payable  2 366 2 478 – 581 – – 1 22 Other current liabilities  – – – – 1 920 – – – Current financial liabilities  – – – 1 912 – – – 755 Non-current financial liabilities  – – 6 749 8 687 – – – –   1  Associated companies and joint ventures are accounted for in the annual financial statements using the equity method.

There were no further transactions with related parties, with the exception of the transactions with members of the Board of Directors and Management Board as reported in Note 42 and in the Compensation Report. Compensation to the Board of Directors and Management Board and transactions with companies controlled by members of the Tamedia Board of Directors explained in Note 42 and in the Compensation Report are recorded under transactions with the Board of Directors and Management Board. There are no guarantees in place in relation to loans receivable and trade accounts receivable/payable from/to related parties and companies. Note 42

Compensation and shares owned by the Board of Directors, Advisory Board and the Management Board The new compensation report discloses compensation awarded by the company in accordance with the Ordinance Against Excessive Compensation in Listed Stock Corporations and in accordance with the statutory regulations of the Swiss Code of Obligations Art. 663 bbis and c.

Content and method of determining compensation and shareholding programmes The Board of Directors makes decisions with regard to compensation, participations and loans granted to the Board of Directors, the Advisory Board for Digital Development and the Management Board. Fees are determined considering comparisons with competitors and other sectors. In order to attract and retain persons with the necessary capabilities and character traits, compensation is determined by considering both market conditions and performance factors. The Nominating and Compensation Committee assists the Board of Directors in defining the compensation system. Compensation paid to the members of the Management Board is determined within the framework of the compensation system defined by the Board of Directors and based on recommendations to the Board of Directors by the Chief Executive Officer. 101


Tamedia Group

Members of the Board of Directors Unlike compensation paid to the Management Board, fees for the members of the Board of Directors and the members of the Board committees are fixed. The aim in not having a variable salary component is to ensure that the members of the Board of Directors can act without their own interests in mind when making decisions concerning the compensation system and profit participation system of the Management Board. Chairmanship of the Board of Directors Chairmanship of the Board of Directors includes performing the executive task of publisher. As well as presiding over the Board of Directors of Tamedia AG, the Chairman usually also presides over the Boards of those subsidiaries that produce publications. It is designed as a full-time role so as to avoid any conflict of interest with other mandates. The Chairman may only perform external mandates that are in the company’s interests, with any fees going to the company. The Chairman is the only member of the Board to have a contract of employment and to be insured against old age, death and disability in according with the prevailing social insurance legislation. The notice period is three years. The Chairman’s employment contract does not provide for a performance bonus or participation in the company’s profits or share ownership programme. Advisory Board for Digital Development Compensation paid to the members of the Advisory Board for Digital Development consists of a fixed annual fee. Expenses are reimbursed according to the actual costs incurred. Members of the Management Board Compensation paid to the members of the Management Board is made up of a fixed amount and a variable component comprising a performance bonus and profit participation. The performance bonus paid to members of the Management Board and the Chief Executive Officer may not exceed 30 per cent and 60 per cent respectively of the fixed component, and is based on the overall performance of the Tamedia Group, the goals set for the individual divisions as well as on quantitative and qualitative personal goals set in advance. The performance of the Tamedia Group is weighted at between 15 and 25 per cent, the quantitative personal goals at between 50 and 65 per cent and the qualitative personal goals at between 20 and 25 per cent. For the Chief Executive Officer, the weighting of the performance of the Tamedia Group is set at 60 percent, with the quantitative and qualitative personal goals each weighted at 20 per cent. Moreover, a supplementary profit participation is granted, which is dependent on the earnings of the Tamedia Group (see section profit participation programme for members of the Management Board). The Board of Directors sets the Chief Executive Officer’s goals on an annual basis. The Chief Executive Officer sets the goals of the individual divisions as well as personal goals of Management Board members in coordination with the Nominating and Compensation Committee. Quantitative goals in the member’s division can be meeting a revenue or result target, for example. Members of the Management Board are insured against old age, death and disability in accordance with the prevailing social insurance legislation. With the exception of one employment contract, the notice period is 12 months. One member of the Management

102


Board has an employment contract which stipulates a notice period of 36 months. In return for this clause, this member does not participate in the profit participation programme otherwise offered to the Management Board. To support the strategic goal of further expanding Digital’s share of net income, there is a long-term bonus plan for the Head of the Digital Division. The long-term bonus plan includes a one-time payment in spring 2017, provided Digital’s EBITDA for 2016, adjusted for acquisitions and divestments as well as a pro rata inclusion of investments, exceeds the threshold set in 2012 and provided no notice of termination has been given. In the event this threshold is surpassed, 2 per cent of the amount above the threshold will be paid out up to a maximum of CHF 1.5 million. Expenses and non-monetary payments Members of the Board of Directors and the Management Board receive an expenses allowance each month, which covers all expenses below CHF 50. Beyond that, the currently valid rules on expenses for all employees apply. Tamedia does not provide company cars. The same rules apply to all employees with respect to additional non-monetary benefits voluntarily provided by the company, such as free newspaper or magazine subscriptions or long-service awards. Loans to officers and directors of the company As of the balance sheet date, there were no outstanding loans to active and former members of the Board of Directors and the Management Board. Compensation of the Board of Directors, the Advisory Board and the Management Board The compensation shown reflects the expenditures recognised in the income statement during the year under review (irrespective of the dates on which these were paid). Included among the active members of the Board of Directors and Management Board are those individuals who completed their period of tenure during the year. No compensation was paid to former members or related parties of the Board of Directors, the Advisory Board and the Management Board.

103


Tamedia Group

Total compensation paid to the Board of Directors, the Advisory Board and the Management Board 1 in CHF 000 Directors Advisory Board Management Total   Digital Board

2013  Number of members per balance sheet date  7.0 5.0 7.0 Annual average of members  7.0 2 5.0 3 7.0 4 19.0 Fees/salaries  2 269 20 3 477 5 766 1 507 1 507 Performance bonus and share of profits paid in cash  – – Share of profits paid in shares 2013 5 – – 185 185 Share of profits paid in shares 2012 5 – – 69 69 Share of profits paid in shares 2011 5 – – 110 110 Share of profits paid in shares 2010 5 – – 23 23 1 096 Pension and social security contributions  230 – 867 Expense reimbursements  108 – 129 237 Non-monetary payments  – – – – Other compensation  – – – –     Total 2 607 20 6 366 8 992   2012  Number of members per balance sheet date  7.0 – 7.0 Annual average of members  7.5 2 – 7.1 4 14.6 Fees/salaries  2 097 – 3 736 5 833 1 798 1 798 Performance bonus and share of profits paid in cash  – – Share of profits paid in shares 2013 5 – – – – Share of profits paid in shares 2012 5 – – 563 563 Share of profits paid in shares 2011 5 – – 488 488 Share of profits paid in shares 2010 5 – – 220 220 1 205 Pension and social security contributions  220 – 985 Expense reimbursements  115 – 130 245 Non-monetary payments  – – – – Other compensation  – – – –   Total 2 432 – 7 920 10 352  

1 The Board of Directors currently comprises the full-time Chairman/publisher and non-executive members. 2  Key arrivals/departures for calculation of average number of members for the year: Martin Kall since 11 April 2013 Claudia Coninx-Kaczynski since 11 April 2013 Andreas Schulthess until 11 April 2013 Martin Bachem until 11 April 2013 3  Calculated as an average since 1 October 2013. 4  Admittances and withdrawals relevant for the calculation of the annual average number of members: Christoph Brand as of 1 October 2012 Marcel Kohler as of 1 January 2013 Martin Kall until 6 December 2012 5  See information on profit participation programme for executives

104


Compensation paid to the Board of Directors1 in CHF 000 Fees/Salaries Performance bonus Pension and social Expense Other Total   and profit participation security contributions reimbursements compensation  

2013 Pietro Supino  1 439 2 – 190 36 – 1 667   Tibère Adler 210 – – 12 – 222 Martin Bachem  33 – 2 4 – 40 Claudia Coninx-Kaczynski  67 – 5 8 – 80 Martin Kall  67 – 3 8 – 78 Pierre Lamunière  100 – 7 12 – 119 Konstantin Richter  100 – 7 12 – 119 Iwan Rickenbacher  220 – 12 12 – 245 Andreas Schulthess  33 – 2 4 – 40     Total 2 269 – 230 108 – 2 609     2012 Pietro Supino  1 199 – 175 36 – 1 410   Tibère Adler 220 – – 12 – 232 Martin Bachem  100 – 7 12 – 119 Pierre Lamunière  100 – 7 12 – 119 Konstantin Richter  100 – 7 12 – 119 Iwan Rickenbacher  220 – 12 12 – 245 Andreas Schulthess  100 – 7 12 – 119 Charles von Graffenried  58 – 3 7 – 68 Total  2 097 – 220 115 – 2 432   1  The functions of the Board of Directors are shown in the section Corporate Governance. 2  In accordance with a resolution adopted by the Board of Directors in March 2011, compensation was increased in two stages taking account of performance, size and development of the company.

Additional fees and compensation In the year under review, Tamedia paid compensation for rents totalling CHF 4.0 million to Groupe Edipresse, over which Pierre Lamunière exerts a significant influence. Compensation for office rental in the previous year amounted to CHF 3.9 million. Tamedia compensated the Von Graffenried Group, owned by Charles von Graffenried until his death, for services rendered in the fields of real estate, law, taxation, trusts, planning and architecture as well as private banking with total fees of CHF 0.1 million.

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Tamedia Group

Shares owned by members of the Board of Directors

2013 2012

No. of shares      

Shares owned

Pietro Supino 33 338   Tibère Adler – Martin Bachem 2 – Claudia Coninx-Kaczynski 3 350 Martin Kall  13 831   Pierre Lamunière – Konstantin Richter  16 229   Iwan Rickenbacher 50 Andreas Schulthess 4 –

1 Total shares owned including those held by related parties

1 439 160 – – 1 265 387 13 831 1 804 726 295 400 –

Shares owned

33 338 – 1 266 – 2 760 – 16 229 50 200

1 Total shares owned including those held by related parties

1 439 160 – 1 266 – 2 760 – 726 295 400 1 256 633

1 Including rights of usufruct and benefits 2  No details reported for 2013 as Martin Bachem left the Board of Directors with the Annual General Meeting in April 2013. 3  The 2013 stock includes the 393,233 registered shares with rights of usufruct owned by Hans-Heinrich Coninx. No disclosure is made for 2012, as Claudia Coninx-Kaczynski was only elected to the Board of Directors at the General Meeting in April 2013. 4  No disclosures for 2013 as Andreas Schulthess left the Board of Directors with effect from the General Meeting in April 2013. The 2012 stock includes the 586,022 registered shares with rights of usufruct owned by Annette Coninx Kull.

Compensation paid to the Advisory Board for Digital Development in CHF 000  

1 Fees/ Salaries erformance bonus and Pension and social Expense Other compensation Total P profit participation security contributions reimbursements

2013 Markus Gross  5 – – – Mathias Müller von Blumencron  5 – – – Sverre Munck  5 – – – Thomas Sterchi  5 – – –   Total 20 – – –  

– – – – –

1 The compensation paid to Pietro Supino is reported under the compensation of the Management Board.

Shares owned by members of the Advisory Board for Digital Development

2013 2012

No. of shares      

Shares owned

Markus Gross – Mathias Müller von Blumencron  – Sverre Munck  – Thomas Sterchi  –  

1 Including rights of usufruct and benefits

106

1 Total shares owned including those held by related parties

– – – –

Shares owned

– – – –

1 Total shares owned including those held by related parties

– – – –

5 5 5 5 20


Highest compensation paid to a member of the Management Board 1 1 in CHF 000 2013 2012

Type of compensation   Fees/salaries 831 Performance bonus and share of profits paid in cash  676 Share of profits paid in shares  158 Pension and social security contributions  204 Expense reimbursements  23 Total  1 891

997 807 808 261 23 2 895

1 2013 – Compensation Christoph Tonini (Chief Executive Officer) 2012 – Compensation Martin Kall (Chief Executive Officer until 6 December 2012)

Profit participation programme for members of the Management Board The current profit participation programme is valid for 2013. Members of the Management Board are entitled to participate as of their second year of service. A payment is made when the profit margin (net income in relation to net revenues) reported by the Tamedia Group exceeds 8.0 per. A profit participation, which will be determined at the time, will be paid out of any amount exceeding the profit margin of 8.0 per cent, with 50 per cent being paid in cash and the remaining 50 per cent in shares. Other than that, the same conditions apply as for the profit participation programme for employees (see note 43 of the consolidated financial statement). The cash amount will be paid out following publication of the consolidated annual financial statements of Tamedia. The shares will be allocated in the accounting year in which entitlement is acquired. The number of shares to be allocated will be determined based on the average share price over the 30 days prior to 31 December of the respective accounting year. The shares will only be transferred if the beneficiary has not given notice of termination of employment prior to 31 December of the third year after the accounting year in which entitlement to the share allocation was acquired. Recognition in the income statement is made on a pro rata basis over four years. This pro rata recognition over four years can result in pro rata recognition in reporting periods in which no new entitlement to a profit participation is acquired. For the shares allocated in the 2010, 2011 and 2012 financial years, a personnel expense of CHF 0.02 million, CHF 0.11 million and CHF 0.07 million respectively was recognised. For the 2013 financial year, the Management Board will be granted a profit participation of CHF 1.51 million, with CHF 0.15 million being recognised as a personnel expense for the shares allocated. Under the profit participation programme, 12,875 treasury shares were issued in total for former members of the Management Board for the 2010, 2011 and 2012 financial years. Measured in terms of market value on the allocation date, the total value of these shares is CHF 1.5 million.

107


Tamedia Group

Share-based component of the Management Board’s profit participation number 2013 2012

As of 1 January Exercised  Allocated  As of 31 December     of which exercisable 

in CHF/ number of shares 

Allocation date

31.12.2009 31.12.2010 31.12.2011   31.12.2012   31.12.2013    

22 544 19 204 (12 875) (4 052) 5 487 7 392 15 156 22 544 1 559 –

Blocked until

31.12.2012 31.12.2013 31.12.2014 31.12.2015 31.12.2016

Fair value as of grant date

– 124.1 116.5 102.7 107.9

Fair value as Outstanding Outstanding of 31 December entitlements 2013 entitlements 2012

– 107.9 107.9 107.9 107.9

– 1 559 4 033 4 077 5 487

– 4 785 10 367 7 392 –

Shares owned by members of the Management Board

2013 2012

No. of shares      

Shares owned

Christoph Tonini 857 Rolf Bollmann 1 – Christoph Brand  – Ueli Eckstein  – Marcel Kohler 2 20 Sandro Macciacchini  86 Serge Reymond  – Andreas Schaffner  –

Total shares owned including those held by related parties

857 – – – 20 86 – –

Shares owned

857 – – – – 86 51 –

Total shares owned including those held by related parties

857 – – – – 86 102 –

1 No details for 2013 as Rolf Bollmann left the Management Board at the end of 2012. 2  No details reported for 2012 as Marcel Kohler was only appointed to the Management Board as of January 2013.

Employee profit participation programme The profit participation programme applicable for the 2013 financial year provides for the distribution of a profit participation if Tamedia achieves a profit margin (net income in relation to net revenues) of at least 4 per cent. Where net income exceeds 4 per cent of revenues, 5.75 per cent of the amount exceeding this margin will be paid out to Tamedia

108

Note 43


employees. With a profit margin of 11.4 per cent, the necessary margin was exceeded in the year under review. Tamedia will therefore pay out a total of CHF 4.9 million (previous year CHF 5.1 million) as profit participation to its employees. Employees will have the option of drawing their profit participation in the form of cash or shares. The conversion of the profit participation into shares will be based on the average closing share price within the ten days prior to the shares being allocated. For the 2013 financial year, the Board of Directors decided to increase the shares drawn in the profit participation programme by 20 per cent (previous year: 20 per cent). The costs of this will be borne by Tamedia. The expense for the cash and share-based components of the employee profit participation programme is reported as a personnel expense in the 2013 financial statements in accordance with IFRS 2. The shares are subject to a blocking period of one year. The share entitlement will be fulfilled from the portfolio of treasury shares. 2,895 shares were allocated for profit participation based on the 2012 results. Note 44

Significant events after the balance sheet date Glattaler AG With effect from March 2014, Zürcher Oberland Medien AG is scheduled to acquire from Tamedia AG an 80 per cent interest in Glattaler AG, which distributes the Glattaler. This is expected to result in the loss in 2014 of CHF 0.9 million in assets (of which cash and cash equivalents of CHF 0.5 million) and CHF 0.4 million in liabilities (values as at the end of 2013). The selling price is partly variable and is estimated at around CHF 3.3 million. Ziegler Druck- und Verlags AG On 13 January 2014, Tamedia AG acquired a further 70.5 per cent interest in Ziegler Druck- und Verlags-AG, which distributes the Landboten, thereby raising its share in the company from 20 to 90.5 per cent. This increase in its holding gives Tamedia overall control of Ziegler Druck- und Verlags-AG. The price of the transaction totalled CHF 56.3 million in cash. The purchase price is variable and, depending on the revenues generated by a planned property sale, could be higher or lower. Additionally, the purchase price could also be up to CHF 2.5 million lower in conjunction with a preliminary tax investigation. Because the acquisition took place in several steps, the previously held interests are to be taken into account with a fair value of CHF 17.2 million at the time of the transfer of control. The difference of CHF – 0.3 million compared with the previous value of these interests of CHF 17.5 million was reported under share of net income of associated companies. Costs of CHF 0.3 million were incurred in connection with the transaction. The purchase price was financed through own funds and using existing credit limits where necessary. The acquired assets amount to CHF 107.5 million and the liabilities to CHF 26.0 million. The assets include liquid assets totalling CHF 14.5 million, properties and machinery worth CHF 49.0 million, as well as goodwill and non-amortisable intangible assets amounting to CHF 18.9 million. The goodwill of CHF 5.8 million was created from the strong market position occupied in the Winterthur newspaper market and the expected synergy effects as listed below:

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Tamedia Group

– Organisational merger of the activities of the Landbote, Zürcher Unterländer and Zürichsee-Zeitung – Cost improvements in the central areas The goodwill is assumed not to be deductible for tax purposes. Details of the first-time consolidation are based on provisional values and estimates. On 20 February 2014, Tamedia AG acquired the additional 9.5 per cent of the shares in Ziegler Druck- und Verlags-AG on the basis of the same conditions as applied on 13 January 2014, raising its interest in the company to 100 per cent.

110


Report of the statutory auditors To the General Meeting of Tamedia AG, Zurich As statutory auditor, we have audited the accompanying consolidated financial statements of Tamedia AG, which comprise the income statement, the statement of comprehensive income, balance sheet, cash flow statement, statement of changes in equity and notes (pages 36 to 110) for the year ended 31 December 2013. Board of Directors’ responsibility The Board of Directors is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) and the requirements of Swiss law. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances. Auditors’ responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Standards and International Standards on Auditing. Those standards require that we plan and perform the audit to obtain reasonable assurance that the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system insofar as this is relevant to the entity’s preparation of the consolidated financial statements in order to establish audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements for the year ended 31 December 2013 give a true and fair view of the financial position, the results of operations and the cash flows in accordance with IFRS and comply with Swiss law. Report on other legal requirements We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (Art. 728 Code of Obligations (CO) and Art. 11 AOA) and that there are no circumstances incompatible with our independence. 111


Tamedia Group

In accordance with Art. 728a Para. 1 (3) CO and Swiss Auditing Standard 890, we confirm the existence of an internal control system designed for the preparation of consolidated financial statements according to the instructions of the Board of Directors. We recommend that the financial statements submitted to you be approved.

Zurich, 24 February 2014

Ernst & Young AG Reto Hofer Licensed audit expert (Auditor in charge)

112

Andreas Blank Licensed audit expert


Tamedia AG

Tamedia AG Income statement in CHF 000 2013 2012

Media revenues 246 648 267 617 Printing revenues  3 796 41 615    Gain on the sale of property, plant and equipment  129 –    Income from release of unused provisions  508 113    Other operating income  101 255 65 709 Other operating revenues  101 892 65 822 Operating revenues  352 336 375 054 Costs of material and services  (67 410) (73 595) Personnel expenses  (109 025) (129 081) Other operating expenses  (136 645) (117 825) Operating income before depreciation and amortisation  39 256 54 553 Depreciation and amortisation  (9 649) (13 872) Operating income  29 608 40 680       Gain on sales of subsidiaries  – 24 575       Other financial income  109 943 117 752    Financial income  109 943 142 328    Financial expense  (52 857) (31 545) Financial income, net  57 086 110 783 Income before extraordinary items  86 694 151 463 Extraordinary expense  – 6 480 Income before taxes  86 694 157 943 Income taxes  (4 009) (13 767) Net income  82 685 144 176

113


Tamedia AG

Balance sheet Total assets in CHF 000, as of 31 December 2013 2012

Cash and cash equivalents 5 090 Marketable securities  335 Trade accounts receivable     from third parties, net of allowance for bad debts  41 255    from associated companies and shareholders  834    from group companies  9 776 Trade accounts receivable  51 865 Other accounts receivable     from third parties  1 773    from group companies  2 015 Other accounts receivable  3 788 Accrued income and prepaid expenses     from third parties  3 099    from group companies  14 777 Accrued income and prepaid expenses  17 877 Inventories  46 Current assets  79 001 Property, plant and equipment     Buildings and fixtures  92 979    Other property, plant and equipment  37 136 Property, plant and equipment  130 114 Non-current financial assets     Investments, net of allowance  1 361 894    Other financial assets        with third parties  940       with associated companies and shareholders  5 970       with group companies  60 185 Non-current financial assets  1 428 989 Intangible assets  13 161 Non-current assets  1 572 265 Total assets  1 651 266

114

34 034 18 250 40 850 1 513 5 533 47 896 4 038 22 153 26 191 3 158 2 883 6 040 961 133 373 101 857 65 866 167 723 1 316 186 3 465 – 69 022 1 388 672 7 383 1 563 778 1 697 151


Liabilities and shareholders’ equity in CHF 000, as of 31 December 2013 2012

Current financial liabilities      to third parties 754 65 925      to associated companies and shareholders – 60 547   Current financial liabilities 754 126 472   Trade accounts payable      to third parties 16 073 19 762      to associated companies and shareholders 760 369    to group companies  8 585 1 699   Trade accounts payable 25 419 21 830   Other current payables      to third parties 7 598 6 737      to associated companies and shareholders –      to group companies 55 995 26 279   Other current payables 63 593 33 016   Deferred revenues and accrued expenses      to third parties 109 130 119 172      to group companies 1 306 –   Deferred revenues and accrued expenses 110 437 119 172   Current provisions 938 951 Current liabilities  201 140 301 442   Non-current financial liabilities      to third parties 170 120 170 000      to associated companies and shareholders 1 750 –      to group companies 297 200 277 100   Non-current financial liabilities 469 070 447 100   Non-current provisions 2 489 4 077   Non-current liabilities 471 558 451 177   Total liabilities 672 699 752 620   Share capital 106 000 106 000   Legal reserves      General legal reserves 53 000 53 000  1    Capital contribution reserve 27 060 27 060      Reserves for treasury shares 335 18 250   Legal reserves 80 395 98 310   Free reserves 710 450 596 045   Retained earnings      Balance carried forward – –    Merger-related gains/(losses)  (963) –    Net income  82 685 144 176   Retained earnings 81 722 144 176   Shareholders’ Equity 978 567 944 531   Liabilities and shareholders’ equity 1 651 266 1 697 151  

1 CHF 27.0 million is the result of a parent company absorption and was not recognised by the tax authorities as reserves from the capital contribution.

115


Tamedia AG

Notes to the annual financial statements Basic principles The annual financial statements of Tamedia AG are prepared in accordance with Swiss law. They supplement the consolidated financial statements which are prepared in accordance with International Financial Reporting Standards (IFRS) (pages 36 to 110). The net income reported in these annual financial statements is the decisive figure to be considered for the appropriation of available earnings to be resolved by the General Meeting of Shareholders. While the consolidated financial statements provide information on the economic situation of the Group as a whole, the information shown in the annual financial statements of Tamedia AG (pages 113 to 121) solely relates to the Group’s parent company. Due to the differing accounting and reporting principles used in the financial statements (consolidated statements under IFRS and parent company statements for Tamedia AG under Swiss law), they are only comparable to a limited extent. The following list shows the most significant products and services managed directly by the parent company, Tamedia AG. The investments held by Tamedia AG are shown in Note 40 to the consolidated financial statements. Print Regional – Tages-Anzeiger – Jobs market – Customer Contact Centre – Prepress – Publishing logistics Print National – Annabelle – Das Magazin – Schweizer Familie – SonntagsZeitung Digital – Newsnet

116


Notes Note 1

Change in free reserves in CHF 000 2013 2012

Balance as of 1 January (Withdrawal from)/Allocation to free reserve  Transfer from/(to) reserve for treasury shares  Balance as of 31 December 

Note 2

596 045 96 489 17 915 710 450

527 190 68 487 368 596 045

Sureties, guarantee obligations and pledges to the benefit of third parties in CHF 000 2013 2012

Guarantees to associated companies – Sureties and guarantees to Group companies  – Subordinated loans for       associated companies 5 696      group companies 26 475   Total 32 171

Note 3

– – – 35 192 35 192

Assets pledged as collateral for own liabilities in CHF 000 2013 2012

Land and buildings, at net book value 92 979   Securities 400 Liens (mortgage notes), total nominal value  140 700      of which self-owned (freely available) – Pledged as collateral for own liabilities       Credit drawn, i.e. security granted for fixed advance 140 700    Marketable securities pledged as collateral for subscriptions  299

Note 4

101 857 400 125 700 – 125 700 319

Lease obligations in CHF 000 2013 2012

Lease obligations (future commitments) 247 421    of which current  194 186    of which non-current  53 236

117


Tamedia AG

Fire insurance value of property, plant and equipment (incl. replacement values)

Note 5

in CHF 000 2013 2012

Buildings Machinery and equipment 1  

239 480 683 212

239 280 542 424

1 This relates to the group insurance policy.

Liabilities to employee benefit funds

Note 6

in CHF 000 2013 2012

Current liabilities      Current liabilities with Tamedia pension funds – –    Current liabilities with other pension funds  128 126

Change in hidden reserves

Note 7

in CHF 000 2013 2012

Net decrease – –

Investments

Note 8

See Note 40 to the consolidated financial statements.

Mergers, demergers and centralisation of activities Under the merger agreement of 10 April 2013, Tamedia AG acquired total assets of CHF 2.3 million and total liabilities of CHF 0.6 million from Comfriends SA with retroactive effect from 1 January 2013 as part of the universal succession. From this, there resulted a merger loss of CHF –1.1 million. Under the merger agreement of 10 April 2013, Tamedia AG acquired total assets of CHF 0.2 million and total liabilities of CHF 4.3 million from scoup AG with retroactive effect from 1 January 2013 as part of the universal succession. From this, there resulted a merger gain of CHF 0,1 million. Under the merger agreement of 10 April 2013, Tamedia AG acquired total assets of CHF 0.1 million and total liabilities of CHF 0.001 million from Winner AG with retroactive effect from 1 January 2013 as part of the universal succession. From this, there resulted a merger gain of CHF 0,1 million. Under the merger agreement of 10 October 2013, Tamedia AG acquired total assets of CHF 0.7 million and total liabilities of CHF 1.2 million from PPN Schweiz AG with retroactive effect from 1 July 2013 as part of the universal succession. From this, there resulted a merger loss of CHF 0.1 million. On 26 April 2013, the printing centre area was transferred to DZZ Druckzentrum Zürich AG with retroactive effect from 1 January 2013. This involved the transfer of CHF 57,1 million in assets and CHF 2.0 million in liabilities. Tamedia AG booked CHF 31.1 million as accounts receivable. An amount of CHF 23.9 million was booked as reserves (equity 118

Note 9


capital contributions) in the DZZ Druckzentrum AG balance sheet and increased the carrying amount of the investment for Tamedia AG. The demerger largely explains the changes in printing revenues, personnel expenses and depreciation and amortisation compared with the previous year. The centralisation of Tamedia Group publishing logistics in Tamedia AG has led to an increase in other operating revenues and other operating expenses. Note 10

Compensation for and shares owned by the Board of Directors and Management Board The new compensation report discloses compensation awarded by the company in accordance with the Ordinance Against Excessive Compensation in Listed Stock Corporations and in accordance with the statutory regulations of the Swiss Code of Obligations Art. 663 bbis and c. For further information see note 42 to the consolidated financial statements.

Note 11

Significant events after the balance sheet date See Note 44 to the consolidated financial statements.

Note 12

Treasury shares See Note 31 to the consolidated financial statements.

Note 13

Principal shareholders 1 1 1 Name 2013 2012 2011

Dr. Severin Coninx, Berne 13.20% 13.20% 13.20% Rena Maya Coninx Supino, Zurich  12.95% 12.95% 12.95% Dr. Hans Heinrich Coninx, Küsnacht  11.93% 2 11.93% 11.93% Annette Coninx Kull, Wettswil a.A.  11.85% 3 11.85% 11.85% Ellermann Lawena Stiftung, FL-Vaduz  6.94% 6.94% 6.94% Ellermann Pyrit GmbH, Stuttgart, Germany  6.93% 6.93% 6.93% Ellermann Rappenstein Stiftung, FL-Vaduz  5.86% 5.86% 5.86% Other members of the shareholders’ agreement  2.15% 2.15% 2.15% Total members of the shareholders’ agreement  71.80% 71.80% 71.80%     Tweedy Browne Company LLC 4.53% 4.53% 4.53%     Regula Hauser-Coninx, Weggis 4.63% 4.63% 4.63%     Montalto Holding AG, Zug 1.83% 1.83% 1.83% Epicea Holding AG, Zug  1.42% 1.42% 1.42% Other members of the shareholders’ group  0.69% 0.69% 0.69% Total members of the shareholders’ group  Reinhardt-Scherz  3.94% 3.94% 3.94%  

1 The disclosures as of 31 December relate to the total of 10.6 million registered shares issued. 2  Of which rights of usufruct in relation to 393,234 registered to Martin Coninx (Männedorf), rights of usufruct in relation to 393,233 registered to Claudia Isabella Coninx-Kaczynski (Zollikon) and rights of usufruct in relation to 393,233 registered shares owned by Christoph Coninx (Schlieren). 3  Of which rights of usufruct in relation to 586,021 registered shares owned by Fabia Schulthess (Zurich) and rights of usufruct in relation to 586,022 registered shares owned by Andreas Schulthess (Wettswil).

119


Tamedia AG

Risk assessment The Board of Directors convenes regularly to discuss the assessment of risks (one meeting held in 2013). Its assessments were compared and aligned with those prepared by the Management Board. An overview of the various risks was prepared and assessed according to the likelihood of occurrence and the possible consequences. Measures to reduce major risks were also evaluated. The Board of Directors and Management Board currently consider the following risks as being significant: the dependence on the general economic development, the impact of structural change in the media sector, the change in behaviour of advertising customers and media consumers, the change in basic operating conditions (in particular in the online area with free competition on the part of SRG financed by television licence fees) and new projects both at home and abroad in general. In contrast, any risks associated with operational errors and weaknesses or natural hazards are assessed as being less critical.

120

Note 14


Proposed appropriation of profit by the Board of Directors The Board of Directors will recommend to the General Meeting of Shareholders on 11 April 2014 that the profit for the financial year 2013: in CHF 000 2013 2012

Net income 82 685 144 176 Balance brought forward  – – Merger-related gains/(losses)  (963) – Retained earnings  81 722 144 176 Debit against free reserves  – – Available to the General Meeting  81 722 144 176

be appropriated as follows: in CHF 000 2013 2012

Allocation to general legal reserves – – Allocation from retained earnings to free reserves  81 722 144 176 Balance to be carried forward  – –   Free reserves  692 535 595 677 Transfer to reserves for treasury shares  17 915 368 Transfer to reserves from capital contribution reserves  – – Allocation from retained earnings to free reserves  81 722 144 176 Dividend payment  (42 400) (47 686) Free reserves carried forward  749 772 692 535  

Zurich, 24 February 2014 On behalf of the Board of Directors The Chairman Pietro Supino

121


Tamedia AG

Report of the statutory auditors To the General Meeting of Tamedia AG, Zurich As statutory auditor, we have audited the financial statements of Tamedia AG, comprising the income statement, balance sheet and notes (pages 113 to 120) for the financial year ended 31 December 2013. Board of Directors’ responsibility The Board of Directors is responsible for the preparation of the financial statements in accordance with the requirements of Swiss law and the company’s articles of incorporation. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances. Auditors’ responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including an assessment of the risks of material misstatement in the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements for the year that ended 31 December 2013 comply with Swiss law and the company’s articles of incorporation. Report on other legal requirements We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (Art. 728 Code of Obligations (CO) and Art. 11 AOA) and that there are no circumstances incompatible with our independence. In accordance with Art. 728a Para. 1 (3) CO and Swiss Auditing Standard 890, we confirm that an internal control system exists that has been designed for the preparation of financial statements according to the instructions of the Board of Directors.

122


We further confirm that the proposed appropriation of profit (page 121) complies with Swiss law and the company’s articles of incorporation. We recommend that the financial statements submitted to you be approved.

Zurich, 24 February 2014

Ernst & Young AG

Reto Hofer Licensed audit expert (Auditor in charge)

Andreas Blank Licensed audit expert

123


Compensation

Compensation report Content and method of determining compensation and shareholding programmes The Board of Directors makes decisions with regard to compensation, participations and loans granted to the Board of Directors, the Advisory Board for Digital Development and the Management Board. Fees are determined considering comparisons with competitors and other sectors. In order to attract and retain persons with the necessary capabilities and character traits, compensation is determined by considering both market conditions and performance factors. The Nominating and Compensation Committee assists the Board of Directors in defining the compensation system. Compensation paid to the members of the Management Board is determined within the framework of the compensation system defined by the Board of Directors and based on recommendations to the Board of Directors by the Chief Executive Officer.

Members of the Board of Directors Unlike compensation paid to the Management Board, fees for the members of the Board of Directors and the members of the Board committees are fixed. The aim in not having a variable salary component is to ensure that the members of the Board of Directors can act without their own interests in mind when making decisions concerning the compensation system and profit participation system of the Management Board.

Chairmanship of the Board of Directors Chairmanship of the Board of Directors includes performing the executive task of publisher. As well as presiding over the Board of Directors of Tamedia AG, the Chairman usually also presides over the Boards of those subsidiaries that produce publications. It is designed as a full-time role so as to avoid any conflict of interest with other mandates. The Chairman may only perform external mandates that are in the company’s interests, with any fees going to the company. The Chairman is the only member of the Board to have a contract of employment and to be insured against old age, death and disability in according with the prevailing social insurance legislation. The notice period is three years. The Chairman’s employment contract does not provide for a performance bonus or participation in the company’s profits or share ownership programme.

Advisory Board for Digital Development Compensation paid to the members of the Advisory Board for Digital Development consists of a fixed annual fee. Expenses are reimbursed according to the actual costs incurred.

Members of the Management Board Compensation paid to the members of the Management Board is made up of a fixed amount and a variable component comprising a performance bonus and profit participation. The performance bonus paid to members of the Management Board and the Chief Executive Officer may not exceed 30 per cent and 60 per cent respectively of the fixed component, and is based on the overall performance of the Tamedia Group, the goals set for the individual divisions as well as on quantitative and qualitative personal goals set in advance. The performance of the Tamedia Group is weighted at between 15 and 25 per cent, the quantitative personal goals at between 50 and 65 per cent and the qualitative 124


personal goals at between 20 and 25 per cent. For the Chief Executive Officer, the weighting of the performance of the Tamedia Group is set at 60 percent, with the quantitative and qualitative personal goals each weighted at 20 per cent. Moreover, a supplementary profit participation is granted, which is dependent on the earnings of the Tamedia Group (see section profit participation programme for members of the Management Board). The Board of Directors sets the Chief Executive Officer’s goals on an annual basis. The Chief Executive Officer sets the goals of the individual divisions as well as personal goals of Management Board members in coordination with the Nominating and Compensation Committee. Quantitative goals in the member’s division can be meeting a revenue or result target, for example. Members of the Management Board are insured against old age, death and disability in accordance with the prevailing social insurance legislation. With the exception of one employment contract, the notice period is 12 months. One member of the Management Board has an employment contract which stipulates a notice period of 36 months. In return for this clause, this member does not participate in the profit participation programme otherwise offered to the Management Board. To support the strategic goal of further expanding Digital’s share of net income, there is a long-term bonus plan for the Head of the Digital Division. The long-term bonus plan includes a one-time payment in spring 2017, provided Digital’s EBITDA for 2016, adjusted for acquisitions and divestments as well as a pro rata inclusion of investments, exceeds the threshold set in 2012 and provided no notice of termination has been given. In the event this threshold is surpassed, 2 per cent of the amount above the threshold will be paid out up to a maximum of CHF 1.5 million.

Expenses and non-monetary payments Members of the Board of Directors and the Management Board receive an expenses allowance each month, which covers all expenses below CHF 50. Beyond that, the currently valid rules on expenses for all employees apply. Tamedia does not provide company cars. The same rules apply to all employees with respect to additional non-monetary benefits voluntarily provided by the company, such as free newspaper or magazine subscriptions or long-service awards.

Loans to officers and directors of the company As of the balance sheet date, there were no outstanding loans to active and former members of the Board of Directors and the Management Board.

Compensation of the Board of Directors, the Advisory Board and the Management Board The compensation shown reflects the expenditures recognised in the income statement during the year under review (irrespective of the dates on which these were paid). Included among the active members of the Board of Directors and Management Board are those individuals who completed their period of tenure during the year. No compensation was paid to former members or related parties of the Board of Directors, the Advisory Board and the Management Board.

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Compensation report

Total compensation paid to the Board of Directors, the Advisory Board and the Management Board 1 in CHF 000 Directors Advisory Board Management Total   Digital Board

2013    Number of members per balance sheet date 7.0 5.0 7.0   2 3 4 Annual average of members 7.0 5.0 7.0 19.0 Fees/salaries  2 269 20 3 477 5 766   1 507 1 507 Performance bonus and share of profits paid in cash – – Share of profits paid in shares 2013 5 – – 185 185 Share of profits paid in shares 2012 5 – – 69 69 Share of profits paid in shares 2011 5 – – 110 110 Share of profits paid in shares 2010 5 – – 23 23 1 096 Pension and social security contributions  230 – 867   Expense reimbursements 108 – 129 237 Non-monetary payments  – – – – Other compensation  – – – –     Total 2 607 20 6 366 8 992     2012   Number of members per balance sheet date 7.0 – 7.0   2 4 Annual average of members 7.5 – 7.1 14.6 Fees/salaries  2 097 – 3 736 5 833   1 798 1 798 Performance bonus and share of profits paid in cash – – Share of profits paid in shares 2013 5 – – – – Share of profits paid in shares 2012 5 – – 563 563 Share of profits paid in shares 2011 5 – – 488 488 Share of profits paid in shares 2010 5 – – 220 220 1 205 Pension and social security contributions  220 – 985   Expense reimbursements 115 – 130 245 Non-monetary payments  – – – – Other compensation  – – – –   Total 2 432 – 7 920 10 352  

1 The Board of Directors currently comprises the full-time Chairman/publisher and non-executive members. 2  Key arrivals/departures for calculation of average number of members for the year: Martin Kall since 11 April 2013 Claudia Coninx-Kaczynski since 11 April 2013 Andreas Schulthess until 11 April 2013 Martin Bachem until 11 April 2013   3 Calculated as an average since 1 October 2013. 4  Admittances and withdrawals relevant for the calculation of the annual average number of members: Christoph Brand as of 1 October 2012 Marcel Kohler as of 1 January 2013 Martin Kall until 6 December 2012 5  See information on profit participation programme for executives

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Compensation paid to the Board of Directors1 in CHF 000 Fees/Salaries Performance bonus Pension and social Expense Other Total   and profit participation security contributions reimbursements compensation  

2013 Pietro Supino  1 439 2 – 190 36 – 1 667   Tibère Adler 210 – – 12 – 222 Martin Bachem  33 – 2 4 – 40 Claudia Coninx-Kaczynski  67 – 5 8 – 80 Martin Kall  67 – 3 8 – 78 Pierre Lamunière  100 – 7 12 – 119 Konstantin Richter  100 – 7 12 – 119 Iwan Rickenbacher  220 – 12 12 – 245 Andreas Schulthess  33 – 2 4 – 40     Total 2 269 – 230 108 – 2 609     2012 Pietro Supino  1 199 – 175 36 – 1 410   Tibère Adler 220 – – 12 – 232 Martin Bachem  100 – 7 12 – 119 Pierre Lamunière  100 – 7 12 – 119 Konstantin Richter  100 – 7 12 – 119 Iwan Rickenbacher  220 – 12 12 – 245 Andreas Schulthess  100 – 7 12 – 119 Charles von Graffenried  58 – 3 7 – 68   Total 2 097 – 220 115 – 2 432   1  The functions of the Board of Directors are shown in the section Corporate Governance. 2  In accordance with a resolution adopted by the Board of Directors in March 2011, compensation was increased in two stages taking account of performance, size and development of the company.

Additional fees and compensation In the year under review, Tamedia paid compensation for rents totalling CHF 4.0 million to Groupe Edipresse, over which Pierre Lamunière exerts a significant influence. Compensation for office rental in the previous year amounted to CHF 3.9 million. Tamedia compensated the Von Graffenried Group, owned by Charles von Graffenried until his death, for services rendered in the fields of real estate, law, taxation, trusts, planning and architecture as well as private banking with total fees of CHF 0.1 million.

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Compensation report

Shares owned by members of the Board of Directors

2013 2012

No. of shares      

Shares owned

Pietro Supino 33 338   Tibère Adler – Martin Bachem 2 – Claudia Coninx-Kaczynski 3 350 Martin Kall  13 831   Pierre Lamunière – Konstantin Richter  16 229   Iwan Rickenbacher 50 Andreas Schulthess 4 –

1 Total shares owned including those held by related parties

1 439 160 – – 1 265 387 13 831 1 804 726 295 400 –

Shares owned

33 338 – 1 266 – 2 760 – 16 229 50 200

1 Total shares owned including those held by related parties

1 439 160 – 1 266 – 2 760 – 726 295 400 1 256 633

1 Including rights of usufruct and benefits 2  No details reported for 2013 as Martin Bachem left the Board of Directors with the Annual General Meeting in April 2013. 3  The 2013 stock includes the 393,233 registered shares with rights of usufruct owned by Hans-Heinrich Coninx. No disclosure is made for 2012, as Claudia Coninx-Kaczynski was only elected to the Board of Directors at the General Meeting in April 2013. 4  No disclosures for 2013 as Andreas Schulthess left the Board of Directors with effect from the General Meeting in April 2013. The 2012 stock includes the 586,022 registered shares with rights of usufruct owned by Annette Coninx Kull.

Compensation paid to the Advisory Board for Digital Development in CHF 000

1 Fees/ Salaries erformance bonus and P Pension and social Expense profit participation security contributions reimbursements

Other compensation Total

2013 Markus Gross  5 – – – Mathias Müller von Blumencron  5 – – – Sverre Munck  5 – – – Thomas Sterchi  5 – – –   Total 20 – – –  

– – – – –

1 The compensation paid to Pietro Supino is reported under the compensation of the Management Board.

Shares owned by members of the Advisory Board for Digital Development

2013 2012

No. of shares      

Shares owned

Markus Gross – Mathias Müller von Blumencron  – Sverre Munck  – Thomas Sterchi  –  

1 Including rights of usufruct and benefits

128

1 Total shares owned including those held by related parties

– – – –

Shares owned

– – – –

1 Total shares owned including those held by related parties

– – – –

5 5 5 5 20


Highest compensation paid to a member of the Management Board 1 1 in CHF 000 2013 2012

Type of compensation   Fees/salaries 831 Performance bonus and share of profits paid in cash  676 Share of profits paid in shares  158 Pension and social security contributions  204 Expense reimbursements  23 Total  1 891

997 807 808 261 23 2 895

1 2013 – Compensation Christoph Tonini (Chief Executive Officer) 2012 – Compensation Martin Kall (Chief Executive Officer until 6 December 2012)

Profit participation programme for members of the Management Board The current profit participation programme is valid for 2013. Members of the Management Board are entitled to participate as of their second year of service. A payment is made when the profit margin (net income in relation to net revenues) reported by the Tamedia Group exceeds 8.0 per. A profit participation, which will be determined at the time, will be paid out of any amount exceeding the profit margin of 8.0 per cent, with 50 per cent being paid in cash and the remaining 50 per cent in shares. Other than that, the same conditions apply as for the profit participation programme for employees (see note 43 of the consolidated financial statement). The cash amount will be paid out following publication of the consolidated annual financial statements of Tamedia. The shares will be allocated in the accounting year in which entitlement is acquired. The number of shares to be allocated will be determined based on the average share price over the 30 days prior to 31 December of the respective accounting year. The shares will only be transferred if the beneficiary has not given notice of termination of employment prior to 31 December of the third year after the accounting year in which entitlement to the share allocation was acquired. Recognition in the income statement is made on a pro rata basis over four years. This pro rata recognition over four years can result in pro rata recognition in reporting periods in which no new entitlement to a profit participation is acquired. For the shares allocated in the 2010, 2011 and 2012 financial years, a personnel expense of CHF 0.02 million, CHF 0.11 million and CHF 0.07 million respectively was recognised. For the 2013 financial year, the Management Board will be granted a profit participation of CHF 1.51 million, with CHF 0.15 million being recognised as a personnel expense for the shares allocated. Under the profit participation programme, 12,875 treasury shares were issued in total for former members of the Management Board for the 2010, 2011 and 2012 financial years. Measured in terms of market value on the allocation date, the total value of these shares is CHF 1.5 million.

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Compensation report

Share-based component of the Management Board’s profit participation number 2013 2012

As of 1 January Exercised  Allocated  As of 31 December     of which exercisable 

in CHF/ number of shares 

Allocation date

31.12.2009 31.12.2010 31.12.2011   31.12.2012   31.12.2013    

22 544 19 204 (12 875) (4 052) 5 487 7 392 15 156 22 544 1 559 –

Blocked until

31.12.2012 31.12.2013 31.12.2014 31.12.2015 31.12.2016

Fair value as of grant date

– 124.1 116.5 102.7 107.9

Fair value as Outstanding Outstanding of 31 December entitlements 2013 entitlements 2012

– 107.9 107.9 107.9 107.9

– 1 559 4 033 4 077 5 487

– 4 785 10 367 7 392 –

Shares owned by members of the Management Board

2013 2012

No. of shares      

Shares owned

Christoph Tonini 857 Rolf Bollmann 1 – Christoph Brand  – Ueli Eckstein  – Marcel Kohler 2 20 Sandro Macciacchini  86 Serge Reymond  – Andreas Schaffner  –

Total shares owned including those held by related parties

857 – – – 20 86 – –

857 – – – – 86 51 –

1 No details for 2013 as Rolf Bollmann left the Management Board at the end of 2012. 2  No details reported for 2012 as Marcel Kohler was only appointed to the Management Board as of January 2013.

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Shares owned

Total shares owned including those held by related parties

857 – – – – 86 102 –


Report of the statutory auditors on the compensation report To the Board of Directors of Tamedia AG, Zurich As statutory auditors, we have audited the compensation report of 24 February 2014 of Tamedia AG (pages 124 to 130) for the financial year ended 31 December 2013. Board of Directors’ responsibility The Board of Directors is responsible for the preparation and fair presentation of the compensation report in accordance with the law and the Ordinance Against Excessive Compensation in Listed Stock Corporations (OaEC). The Board is also responsible for defining the compensation principles and determining the individual compensation elements. Responsibility of the auditors Our responsibility is to express an opinion on the enclosed compensation report based on our audit. We have conducted our audit in accordance with Swiss Auditing Standards. Those standards require that we comply with the professional code of conduct and that we plan and perform the audit to obtain reasonable assurance that the compensation report complies with the law and Arts. 14 – 16 of the OaEC. An audit involves performing procedures to obtain audit evidence about the disclosures presented in the compensation report on compensation, loans and credit facilities in accordance with Arts. 14 – 16 of the OaEC. The procedures selected depend on the auditor’s judgement, including an assessment of the risks of material misstatement in the compensation report, whether intentional or unintentional. This audit also includes evaluating the appropriateness of the accounting policies applied to the compensation elements as well as evaluating the overall presentation of the compensation report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the compensation report of Tamedia AG for the financial year ended 31 December 2013 is in accordance with the law and Arts. 14 – 16 of the OaEC.

Zurich, 24 February 2014

Ernst & Young AG Reto Hofer Licensed audit expert (Auditor in charge)

Andreas Blank Licensed audit expert

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Corporate Governance

Corporate Governance Group structure and shareholders Group structure The Group’s operational structure is shown on page 10 of the Annual Report. The scope of consolidation includes the following listed company: Name Location of registration Market capitalisation Treasury shares (as of 31 December 2013) Ticker symbol ISIN Symbol: – Bloomberg – Reuters

Tamedia AG, Zurich SIX Swiss Exchange, Switzerland Listed since 2 October 2000 see section “Capital structure” 3,079 TAMN CH 0011178255 TAMN.SW TAMN.S

Companies within the scope of consolidation but not listed on a stock exchange are shown in Note 40 of the consolidated financial statements. Significant shareholders Significant shareholders and significant groups of shareholders and their holdings in Tamedia, to the extent known to Tamedia, are shown in the following table.

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Principal shareholders

1 1 1 Name 2013 2012 2011

Dr. Severin Coninx, Berne 13.20% 13.20% 13.20% Rena Maya Coninx Supino, Zurich  12.95% 12.95% 12.95% Dr. Hans Heinrich Coninx, Küsnacht  11.93% 2 11.93% 11.93% Annette Coninx Kull, Wettswil a.A.  11.85% 3 11.85% 11.85% Ellermann Lawena Stiftung, FL-Vaduz  6.94% 6.94% 6.94% Ellermann Pyrit GmbH, Stuttgart, Germany  6.93% 6.93% 6.93% Ellermann Rappenstein Stiftung, FL-Vaduz  5.86% 5.86% 5.86% Other members of the shareholders’ agreement  2.15% 2.15% 2.15% Total members of the shareholders’ agreement  71.80% 71.80% 71.80%     Tweedy Browne Company LLC 4.53% 4.53% 4.53%     Regula Hauser-Coninx, Weggis 4.63% 4.63% 4.63%     Montalto Holding AG, Zug 1.83% 1.83% 1.83% Epicea Holding AG, Zug  1.42% 1.42% 1.42% Other members of the shareholders’ group  0.69% 0.69% 0.69% Total members of the shareholders’ group  Reinhardt-Scherz  3.94% 3.94% 3.94%  

1 The disclosures as of 31 December relate to the total of 10.6 million registered shares issued. 2  Of which rights of usufruct in relation to 393,234 registered to Martin Coninx (Männedorf), rights of usufruct in relation to 393,233 registered to Claudia Isabella Coninx-Kaczynski (Zollikon) and rights of usufruct in relation to 393,233 registered shares owned by Christoph Coninx (Schlieren).   3 Of which rights of usufruct in relation to 586,021 registered shares owned by Fabia Schulthess (Zurich) and rights of usufruct in relation to 586,022 registered shares owned by Andreas Schulthess (Wettswil).

The disclosure obligation is in compliance with Art. 20 of the Swiss Stock Exchange and Securities Trading Act (SESTA) and with the provisions of the Ordinance of the Swiss Financial Market Supervisory Authority on Stock Exchanges and Securities Trading (SESTO-FINMA), in particular the notices published on 6 and 9 July 2007 in the Swiss Official Gazette of Commerce. In conjunction herewith, the following central features of the shareholders’ agreement of the founding family are also made available to the public: – All shareholders who are members of the founding family (pool shareholders), with the exception of Regula Hauser-Coninx, are bound by the shareholders’ agreement (pool agreement). The pool agreement entered into effect as of the date of registration for a period of eight years, and was extended in 2008 until 2017. – Among other things, the pool agreement serves the purpose of coordinating the exercise of the voting rights of pool members with regard to their representation in the Board of Directors. – It also governs how pool shareholders exercise their voting rights in conjunction with other topics requiring the approval of shareholders, such as determining dividends. – Pool shareholders are notified in advance of any other issues to be brought before the shareholders at the Annual General Meeting. If two thirds of the voting rights represented by the pool members are cast for any such issue at a meeting of pool shareholders, the pool shareholders must vote unanimously in favour of this issue at the Annual General Meeting. Otherwise, pool members are at liberty to exercise their voting rights as they choose. 133


Corporate Governance

– The agreement does not relate to matters which lie within the responsibility of the Board of Directors or the management of Tamedia or that of its subsidiaries. – The agreement includes a right of first refusal for all parties to the shareholders’ agreement in the event that a pool shareholder wishes to transfer his/her shares to an independent third party (either with or without compensation). Should this be the case, said shareholder must first offer his/her shares to the pool members. The other pool shareholders have the right to purchase such shares at the current market price less a 20 per cent discount. – Pool shareholders represent a group of shareholders who act in compliance with the requirements of Art. 20, Para. 3 of the Swiss Stock Exchange and Securities Trading Act (SESTA). Any future exchange of shares amongst the current pool members will not result in an obligation to announce and make public any such change. If, however, the entire pool should sell shares and as such the percentage of pooled shares should fall below the legal thresholds (e.g. below 662/3 per cent or below 50 per cent), the pool shall be required to inform the Swiss Stock Exchange and Tamedia. An obligation to notify shall also exist if a new member is added to the pool or one pool member no longer holds any shares. The shareholders united under the shareholder pool agreement, consisting of members of the founding family, held 71.80 per cent of the Tamedia registered shares on the balance sheet date, of which 67.00 per cent were subject to the provisions stipulated in the shareholders’ pool agreement. The Reinhardt-Scherz group of shareholders consists of Erwin Reinhardt, Muri, and Franziska Reinhardt-Scherz, Muri, and the entities under their control, Montalto Holding, Zug, and Epicea Holding AG, Zug. The persons belonging to this group of shareholders jointly hold an investment of 417,342 registered shares of Tamedia AG or 3.94 per cent of the share capital. Cross-shareholdings During the current financial year, there were no cross-shareholdings based on either share capital holdings or on voting rights.

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Capital structure Capital structure and change in capital structure

Capital structure in CHF mill. 2013 2012 2011

Ordinary share capital 106.00 Ordinary increase in capital  – Conditional share capital  – Conditional increase in capital  – Participation certificates  – Dividend-right certificates  – Convertible bonds  –

106.00 – – – – – –

106.00 – – – – – –

Additional information concerning changes in equity can be found in the statement of changes in equity on page 40 of the consolidated financial statements.

Registered shares number

Nominal value in CHF Voting rights per share  Number of issued shares  Number of shares entitled to dividends  Total number of voting rights  Number of outstanding shares (weighted average)  Number of treasury shares (as of balance sheet due date) 

2013 2012 2011

10 1 10 600 000 10 596 921 10 596 921 10 594 555 3 079

10 1 10 600 000 10 343 151 10 343 151 10 587 509 256 849

10 1 10 600 000 10 335 598 10 335 598 10 585 760 264 402

There are no differences in dividend rights or other priority rights with the exception of those described in the section “Limitations on transferability and nominee registrations” below. Details with regard to market capitalisation can be found in the information for investors on page 34. Limitations on transferability and nominee registrations Upon request, purchasers of registered shares shall be registered as shareholders with voting rights if they specifically declare that they have purchased such shares in their own name and for their own account. The Board of Directors may deny registration of the purchaser as a shareholder or beneficiary with voting rights to the extent that the shares held by the shareholder would exceed 5 per cent of the total number of shares recorded in the commercial register. Legal entities and partnerships, which are bound or affiliated in terms of capital and voting rights by a common management or in any other form, as well as individuals, legal entities and partnerships acting in concert or with a view to circumventing the provision at hand, shall be considered to be one entity. 135


Corporate Governance

Shareholders who were registered in the share register as of 14 September 2000 or purchasers who are family members of such shareholders shall be exempt from this restriction on registration. During the reporting year, no exceptions to the said regulations were granted. The Board of Directors may register nominees in the share register with voting rights of up to a maximum of 3 per cent of the share capital registered in the commercial register. Nominees are persons who, when applying for registration, do not specifically declare that they hold the shares for their own account. The Board of Directors may register nominees with more than 3 per cent of the registered share capital, granting them voting rights, so far as the nominee in question has provided the company with the names, addresses and number of shares held by such persons for whom he/she holds 0.5 per cent or more of the registered share capital entered in the commercial register. The Board of Directors may enter into agreements with such nominees, which govern, among other items, the representation of the shareholders and their voting rights. The Board of Directors may, following a hearing with a registered shareholder or nominee, cancel their registration in the share register retroactively to the date of entry should it be apparent that such entries were made based on false information. The persons affected must be informed of said cancellation immediately. Convertible bonds and options Currently, there are no convertible bonds and options.

Board of Directors Members of the Board of Directors Information on the members of the Board of Directors and their other functions and business interests is provided in the Annual Report on pages 4 to 5. Election and term of office The Board of Directors comprises at least five members who are individually elected by the Annual General Meeting for a term of office of one financial year. Their term of office expires on the date of the Annual General Meeting for the last financial year of their tenure. If elections to replace directors are held during the designated term, the newly elected directors shall serve the remaining tenure of their predecessors. The Annual General Meeting also elects the Chairman of the Board of Directors. Otherwise, the Board of Directors constitutes itself.

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Internal organisation The composition of the Board of Directors and the affiliation of its individual members to the committees are shown in the table below: 1 2 2 2, Name Function Member since Term of office Business Audit Nomination and Journalism   3 development committee compensation committee   committee committee

Pietro Supino Chairman 1991 Tibère Adler  Member 2011 Claudia Coninx-Kaczynski  Member 2013 Martin Kall  Member 2013 Pierre Lamunière  Member 2009 Konstantin Richter  Member 2004 Iwan Rickenbacher  Member 1996  

2014 2014 2014 2014 2014 2014 2014

C M M M

C M M

C C M 4 M M 5 M 5 M M

C: Committee chairman M:  Member  

1 The Ordinance Against Excessive Compensation in Listed Stock Corporations is effective as of 1 January 2014. Thus, the terms of office of all members of the Management Board will expire at the next Annual General Meeting on 11 April 2014. 2  In addition, Christoph Tonini was a member of these committees until 31 December 2013. As of 1 January 2014 he will be invited to attend the meetings in his capacity as CEO. 3  In addition, Eric Hoesli was a member of the committee until 31 December 2013. 4  By 31 December 2013 5  As of 1 January 2014

Authorities The Board of Directors is responsible for defining the Group strategy. It reviews the Company’s fundamental plans and objectives and identifies external risks and opportunities. The authorities and responsibilities of the Board of Directors and its committees, as well as the schedule of approval authorities with respect to the Management Board, are laid down in the Internal Governance Rules, which can be viewed online at www.tamedia.ch1. Included in particular therein are the supervisory and control functions for the Board of Directors supported directly by external parties as well as the ongoing and comprehensive information of all members of the Board. The Board of Directors is also responsible for overseeing and monitoring the Management Board. The Management Board informs the Board of Directors at its regular meetings and upon special request with regard to business developments and the Group’s planned activities. Also in attendance at these meetings are the Chief Executive Officer as well as other members of the Management Board and other executive members of staff for business matters of relevance to them. The full Board of Directors is informed by means of monthly written reports with regard to the consolidated monthly financial statements, business developments within the individual divisions and any further relevant business issues. Each quarter, all members of the Board of Directors are provided with written information regarding developments in market share and every six months a report is sent with explanations to the semi-annual and annual financial statements. In addition, the Board of Directors also receives the minutes of meetings held by the Management Board as well as of those held by the four committees of the Board of Directors. The Management Board also informs the Chairman

1 www.tamedia.ch/articles-of-incorporation

137


Corporate Governance

of the Board of Directors on a regular basis with regard to any incidents of particular significance. Passing resolutions The Board of Directors constitutes a quorum when the majority of its members are present. It makes decisions based on a majority vote of the members present. In the event of a tied vote, the Chairman has the casting vote. There are no statutory quorums for resolutions. Resolutions may also be passed by circular vote. Meetings The Board of Directors meets as often as business requires or if a meeting is requested by a member, but at least six times a year. During the reporting year, the Board of Directors held six mainly full-day meetings with a majority of members and one three-day retreat together with the Management Board. Committees In addition to the committees described below, the Board of Directors may form other committees for specific functions. Members are appointed to committees in conjunction with the constitution of the Board of Directors and according to the same procedure. Generally, these committees do not make any binding decisions, but instead report to the entire Board of Directors where appropriate, submitting proposals for resolutions and guidelines and providing the Management Board with the necessary support for their implementation. The following permanent committees currently exist: – Nomination and Compensation Committee – Business Development Committee – Journalism Committee – Audit Committee Committees must be made up mostly of members of the Board of Directors and make their agendas and meeting minutes available to the entire Board of Directors. The Chairman of each committee informs the Board of Directors as a whole orally as to the results of such meetings. Nomination and Compensation Committee The Nomination and Compensation Committee addresses human resources matters in general and is responsible in particular for preparing nominations of members of the highest management level for which the Board of Directors has direct responsibility. It also deals with the qualifications and remuneration of these executive members of staff, and with the general compensation system including profit participation. Not included herein are the editors-in-chief and the programme directors, for whom the Journalism Committee is responsible. The Nomination and Compensation Committee is made up of three to four members as well as the Chief Executive Officer. The Chief Executive Officer stepped down from the committee at the end of 2013, but will continue to be invited to attend meetings in his

138


role as CEO. The committee is chaired by the Chairman of the Board of Directors. Two meetings were held during the reporting year. Business Development Committee The Business Development Committee attends to the preparation and support of projects and agreements that fall within the remit of the Board of Directors and are related to the Swiss media market and new business ideas. The committee is made up of three to four members as well as the Chief Executive Officer. The Chief Executive Officer stepped down from the committee at the end of 2013, but will continue to be invited to attend meetings in his role as CEO. The Business Development Committee is chaired by the Chairman of the Board of Directors. Two meetings were held during the reporting year. The business development committee usually meets with the advisory board for digital development. Journalism Committee The Journalism Committee deals with publication issues and nominates the editors-inchief. It also deals with the qualification and compensation of members of this management group. The Journalism Committee is also responsible in particular for regular journalistic discussions with the editors-in-chief and also deals with the promotion of next-generation talent and journalistic projects. The Journalism Committee is made up of three to four members as well as the Chief Executive Officer. The Chief Executive Officer stepped down from the committee at the end of 2013, but will continue to be invited to attend meetings in his role as CEO. The committee is chaired by the Chairman of the Board of Directors. Four meetings were held during the reporting year. Audit Committee The Audit Committee oversees the financial reporting, compliance with accounting and reporting standards and with the rules for listing on the SIX Swiss Exchange, risk management and the internal controlling functions, financial corporate communication and compliance with legal oversight obligations (ad-hoc publicity) as well as any extraordinary accounting matters. The Audit Committee also represents the Board of Directors as liaison with the external statutory auditors and monitors and assesses their work and impartiality on an ongoing basis. For this purpose, the Audit Committee reviews the reports required by law that are prepared by the statutory auditors and also the reports pertaining to any significant findings from the interim and final audits. Moreover, the committee is informed orally by the statutory auditors, the Chief Financial Officer and other management members from the finance division regarding the progress of the audit work. The fees for the audit of the consolidated financial statements and the individual financial statements are approved by the Audit Committee. The Audit Committee comprises at least three members. The Chairman of the Board of Directors may not be a member of this committee. Meetings are held regularly, at least four times a year, and generally the Chief Financial Officer is in attendance (as representative of the Management Board) as well as the statutory auditors. For specific matters, the Audit Committee calls in outside experts when needed. During the reporting year, the Audit Committee held five meetings, at which the Chief Financial Officer and representative of the statutory auditors were in attendance. 139


Corporate Governance

Advisory Board for Digital Development The Advisory Board for Digital Development provides advice and support to the Tamedia Board of Directors and Management Board on matters relating to digital business and the company’s digital transformation. The role of the Advisory Board, which is made up of proven experts in the fields of digital media, online business and digital technology, is to identify trends and new digital business fields early on and to provide an external perspective on new investment opportunities and strategic partnerships. The composition of the Advisory Board is shown below: Name Function

Pietro Supino Chairman Markus Gross  Member Mathias Müller of Blumencron  Member Sverre Munck  Member Thomas Sterchi  Member

Member since

2013 2013 2013 2013 2013

The Advisory Board for Digital Development generally convenes three times a year, once in the form of a retreat and twice together with the Business Development Committee. The Advisory Board held one meeting with the Business Development Committee during the reporting year.

Management Board Members of the Management Board Information on the members of the Management Board and their other functions and business interests is provided in the Annual Report on pages 8 to 9. Management contracts During the year under review, there were no management contracts between Tamedia and companies or private individuals stipulating the transfer of management responsibilities by Tamedia. Compensation, shareholdings and loans Information on compensation, shareholdings and loans granted to the Board of Directors, the Advisory Board for Digital Development and the Management Board can be found in the Compensation report on pages 124 to 130.

Shareholders’ rights Restrictions on voting rights and representation A shareholder may directly or indirectly exercise or cause to have exercised voting rights associated with his/her own shares or shares he/she represents up to a maximum of 5 per cent of the total number of shares registered in the commercial register. To this end, legal entities and partnerships which are bound or affiliated in terms of capital and voting rights by a common management or in any other way, as well as individuals, legal entities 140


and partnerships acting in concert or with a view to circumventing the provision at hand, shall be considered to be one entity. Institutional investor proxies within the meaning of Art. 689c of the Swiss Code of Obligations (custodian proxies, company officers and independent proxies) are exempt from this restriction on voting rights as long as the provisions of the Articles of Incorporation referred to in the previous paragraph have been adhered to by the owner(s). Shareholders registered with more than 5 per cent of the voting rights in the share register are exempt from the aforementioned restriction of voting power. Statutory quorums According to the Articles of Incorporation of Tamedia AG, the Annual General Meeting makes resolutions and conducts elections based on an absolute majority of the represented voting rights. For the following resolutions, a minimum two-thirds majority of the represented voting rights and an absolute majority of the represented share capital are required: changes in the company’s purpose; introduction of voting shares; restrictions on transferability of registered shares; approved or conditional capital increases; capital increases from shareholders’ equity, in return for non-monetary contributions or for the purpose of acquisition of assets or granting special advantages; restriction or cancellation of subscription rights; transfer of the company’s registered office and dissolution of the company without liquidation. Convening the General Meeting The General Meeting is held annually within six months of the end of the company’s financial year. Extraordinary general meetings are convened as needed. Likewise, in addition to the statutory auditors, one or more shareholders who combined represent at least 10 per cent of the company’s share capital may demand in writing that a General Meeting be convened indicating the subject matter to be discussed and proposals to be made. The General Meeting is convened by the Board of Directors no later than 20 days prior to the scheduled date of the meeting. The shareholders are notified via Tamedia’s normal publications (see further information in section “Information policy” on page 143). Agenda Shareholders who together represent shares with a nominal value of CHF 1,000,000 may request that a matter for discussion be included in the agenda. The request must be submitted in writing at least 60 days prior to the General Meeting with an indication of the subject to be discussed. Registration in the share register All shareholders registered with voting rights in the share register are entitled to take part and have voting power at the General Meeting. For organisational reasons, no further registrations will be made after 20 days before the General Meeting. Shareholders who sell their shares prior to the General Meeting no longer have any voting rights. Changes of control and defensive measures In accordance with the Swiss Stock Exchange Act, whoever, whether directly, indirectly or acting in concert with third parties, acquires equity securities of a listed Swiss company, which, when added to the equity securities already owned, exceed a threshold of 141


Corporate Governance

33.3 per cent of the overall voting rights of a target company, whether or not said voting rights may be exercised, must make a bid to the remaining shareholders to acquire all of the company’s equity securities listed on the stock market. Before publicly offering its equity securities, the company may lay down in its articles of incorporation that a purchaser is not required to make a public sales bid of this kind (opting-out). Tamedia AG’s Articles of Incorporation do not provide for such opting-out. Similarly, there are no clauses governing changes of control.

Statutory auditors Duration of the mandate and term of office of the lead auditor The statutory auditors are appointed by the General Meeting for a period of one year. Ernst & Young AG accepted the mandate as auditors of the consolidated financial statements for the first time for the financial year 1993. The separate financial statements of Tamedia AG have been audited by Ernst & Young AG since 1936. Reto Hofer assumed the role of lead auditor for the first time in 2009. Audit fee The fees for the audit of the consolidated financial statements and the separate financial statements total CHF 0.9 million (previous year: CHF 1.0 million), of which CHF 0.8 million relate to expenditures for the audit conducted by Ernst & Young AG. Additional fees The total amount of fees paid to Ernst & Young and/or its affiliated persons for any additional advisory services in the financial area amounted to CHF 0.2 million (previous year: CHF 0.2 million). Supervisory and control instruments vis-à-vis the auditors The nature of the supervisory and control instruments used by the Board of Directors to assess the external auditors is described in the section “Board of Directors – Audit Committee”. The system of rotation governing the tenure of the lead auditor is seven years at the most, in compliance with the impartiality guidelines set down by the Swiss Institute of Certified Accountants and Tax Consultants. A regular rotation of the statutory auditors is not foreseen.

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Information policy Information policy and ad-hoc publicity requirements Tamedia follows an open and timely information policy by which all target groups in the capital market are treated equally. Detailed annual and semi-annual reports are published. The consolidated financial statements are prepared in accordance with IFRS standards (International Financial Reporting Standards) (see “Consolidation principles�, pages 41 to 53). An agenda including the date of the General Meeting and the date of publication of the half-year report can be found on page 34. The Articles of Incorporation of Tamedia AG can be viewed online at www.tamedia.ch1. As a listed company, Tamedia is also obliged to inform the public of any price-sensitive information (ad-hoc publicity, Art. 53 Listing Rules). In addition to information on financial developments, Tamedia also provides regular information on current changes and developments. For more detailed information on the company, visit www.tamedia.ch. The official publication used for public announcements made by the company and such required by law is the Swiss Official Gazette of Commerce. Contact person for specific questions about Tamedia: Tamedia AG Christoph Zimmer Head of Corporate Communications Werdstrasse 21 8021 Zurich, Switzerland Phone: +41 (0) 44 248 41 00 Fax: +41 (0) 44 248 50 26 E-mail: christoph.zimmer@tamedia.ch

1 www.tamedia.ch/articles-of-incorporation

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Contacts Addresses/Imprint

Tamedia Werdstrasse 21 Postfach 8021 Zurich Phone: +41 (0) 44 248 41 11 www.tamedia.ch communication@tamedia.ch

Espace Media Dammweg 9 Postfach 3001 Berne Phone: +41 (0) 31 330 31 11 www.tamedia.ch/en/company/espace-media sekretariat-kl@espacemedia.ch

Tamedia Publications romandes Avenue de la Gare 33 Case Postale 1001 Lausanne Phone: +41 (0) 21 349 45 45 www.tamedia.ch/en/company/tamedia-publications-romandes tamedia.publications.romandes@sr.tamedia.ch

Contact Tamedia AG Werdstrasse 21 CH-8021 Zurich Phone +41 (0) 44 248 41 11 Web www.tamedia.ch E-mail communication@tamedia.ch

Investor Relations Tamedia AG Christoph Zimmer Head of Corporate Communications Werdstrasse 21 CH-8021 Zurich Phone +41 (0) 44 248 41 00 E-mail christoph.zimmer@tamedia.ch

Imprint Corporate Communications Tamedia (Project management) General Secretariat (Coordination with the Board) Nose Design AG, Zurich (Concept and Design) Karin Heer (Photography) MDD Management Digital Data AG, Lenzburg (Production) CLS Communication (Translation) Tamedia (Proofreading) galledia, Flawil (Printing) Electronic versions available to download at: www.tamedia.ch, Investor Relations, Financial Reports Please order your copy of the Annual Report from: Tamedia AG, Corporate Communications, Werdstrasse 21, CH-8021 Zurich, Phone +41 (0) 44 248 41 90, Fax +41 (0) 44 248 50 26, communication@tamedia.ch

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Tamedia Annual Report 2013  

Tamedia Annual Report 2013  

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