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2010 Annual report - Wegener

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Koninklijke <strong>Wegener</strong> NV<br />

Laan van Westenenk 6<br />

7336 AZ Apeldoorn, The Netherlands<br />

P.O. Box 26, 7300 HB Apeldoorn,<br />

The Netherlands<br />

Telephone +31 (0)55 538 88 88<br />

Fax +31 (0)55 538 85 00<br />

E-mail info@wegener.nl<br />

www.wegener.nl<br />

<strong>2010</strong> <strong>Annual</strong> <strong>report</strong><br />

Apeldoorn Chamber of Commerce trade registry no. 08006602<br />

This <strong>Annual</strong> <strong>report</strong> is also available via the group’s website:<br />

www.wegener.nl<br />

This is an English-language translation of <strong>Wegener</strong>’s<br />

Dutch-language <strong>Annual</strong> <strong>report</strong> for <strong>2010</strong>, which is also available<br />

via the internet. This version is not legally binding.


Contents<br />

Page<br />

4 Royal <strong>Wegener</strong> in profile<br />

5 Vision, mission, goals and strategy<br />

7 Mecom Group plc<br />

8 <strong>Wegener</strong>: 10-year data<br />

10 Management Board members<br />

11 Supervisory Board members<br />

12 Report of the Supervisory Board<br />

14 Report of the Management Board<br />

16 > Financial review<br />

21 > Risk management<br />

26 > Outlook for 2011<br />

27 > Developments by activity<br />

38 > Corporate social responsibility<br />

40 > Declaration of the Management Board<br />

41 <strong>2010</strong> Financial Statements<br />

42 > <strong>2010</strong> Consolidated financial statements of Koninklijke <strong>Wegener</strong> NV<br />

42 – Consolidated balance sheet<br />

44 – Consolidated income statement<br />

45 – Consolidated comprehensive income statement<br />

46 – Consolidated statement of changes in equity<br />

47 – Consolidated cash flow statement<br />

48 – Notes to the consolidated financial statements<br />

59 – Disposal and acquisition of companies<br />

61 – Notes to the consolidated balance sheet<br />

86 – Notes to the consolidated income statement<br />

95 – Notes to the consolidated cash flow statement<br />

96 – Events after balance sheet date<br />

97 – Consolidated group companies and associates<br />

100 > <strong>2010</strong> Company financial statements of Koninklijke <strong>Wegener</strong> NV<br />

100 – Company balance sheet<br />

101 – Company income statement<br />

102 – Notes to the company balance sheet<br />

104 – Notes to the company income statement<br />

105 > Independent auditor’s <strong>report</strong><br />

108 Other information<br />

108 > Corporate Governance<br />

113 > Remuneration <strong>report</strong><br />

116 > Profit distribution<br />

118 > <strong>Wegener</strong> shares<br />

119 > Share administration foundation <strong>report</strong><br />

119 > Financing preference share administration foundation <strong>report</strong><br />

120 > Group companies and their activities, and important associated companies<br />

3


4<br />

Royal <strong>Wegener</strong> in profile<br />

In November 1903, in the east-central Dutch city of Apeldoorn, Johan Frederik <strong>Wegener</strong> started publishing a<br />

news and advertising paper that would become “De Nieuwe Courant” and later “Apeldoornse Courant”, and<br />

which is known today as “de Stentor”. One hundred and seven years later, that small local publishing house has<br />

grown into today’s Koninklijke (Royal) <strong>Wegener</strong> NV (<strong>Wegener</strong>) specialising in newspapers and digital media, with<br />

its headquarters in Apeldoorn, and a listing on the Euronext Amsterdam Stock Exchange. <strong>Wegener</strong> is the largest<br />

publisher of regional daily newspapers and free door-to-door papers in the Netherlands. Every day some<br />

775,000 copies of <strong>Wegener</strong>’s seven regional dailies are delivered to readers throughout a major portion of the<br />

country, reaching an average of 2.5 million readers daily. Each week <strong>Wegener</strong> also produces some 190 free<br />

door-to-door newspapers and weeklies which have a total circulation of around 9.6 million copies per week. In<br />

addition, <strong>Wegener</strong> develops and operates internet products that generate millions of unique users. Another<br />

group unit provides printed products and services. Since the end of October 2007, <strong>Wegener</strong> has been a<br />

member of Mecom Group plc, London.<br />

Region East<br />

TC Tubantia<br />

De Stentor<br />

De Gelderlander<br />

D-t-D newspapers<br />

East<br />

Regional online<br />

Region South<br />

Brabants<br />

Dagblad<br />

Eindhovens<br />

Dagblad<br />

BN DeStem<br />

PZC<br />

D-t-D newspapers<br />

South<br />

D-t-D newspapers<br />

Limburg<br />

Regional online<br />

Corporate affairs &<br />

Communication<br />

<strong>Wegener</strong> Media<br />

Region<br />

West/North<br />

Dagblad<br />

De Pers<br />

D-t-D newspapers<br />

West<br />

D-t-D newspapers<br />

North<br />

Regional online<br />

Publishing<br />

Supervisory Board<br />

<strong>Wegener</strong> Management<br />

(incl. Executive Board)<br />

Central<br />

frontoffices<br />

Central editorial<br />

department dailies<br />

Central editorial<br />

department weeklies<br />

National<br />

sales<br />

Consumer<br />

marketing<br />

Advertising<br />

marketing<br />

Enterprises<br />

Call centers<br />

Sweetdeal<br />

SpeciaalMedia<br />

Backoffices<br />

Operations<br />

Distribution<br />

dailies<br />

Distribution<br />

weeklies<br />

Finance & Control<br />

HRM<br />

IM&ICT<br />

Procurement &<br />

Facilities<br />

Legal Affairs<br />

Tax Affairs<br />

<strong>Wegener</strong> MediaVentions<br />

AutoTrack<br />

JobTrack<br />

Printing<br />

<strong>Wegener</strong> NieuwsDruk<br />

<strong>Wegener</strong> NieuwsDruk<br />

Brabant (Best)<br />

<strong>Wegener</strong> NieuwsDruk<br />

Gelderland (Apeldoorn)<br />

<strong>Wegener</strong> NieuwsDruk<br />

Twente (Enschede)<br />

Marketing/sales<br />

Central staff<br />

Organigram <strong>Wegener</strong> as of March 2011


Vision, mission, goals and strategy<br />

Vision<br />

<strong>Wegener</strong> is an enterprise that provides news and information to consumers, primarily focused on their own<br />

living and working environments. The reach of the vehicles to accomplish this is marketed to advertisers, while<br />

the group’s consumer database is exploited for the sale of various other products and services. This strategic<br />

choice stems from the fact that regional, local and ‘nearby’ content is highly distinctive, thereby representing<br />

high added value with substantial durability over time.<br />

To retain <strong>Wegener</strong>’s position as pre-eminent provider of information from and about the specific living and<br />

working environments of people in the regions it serves, it is crucial to ensure that the value of the information<br />

provided is superior in an ever more competitive media environment, where many such products are available<br />

free of charge. This places great importance on innovation. The <strong>Wegener</strong> regional dailies and free door-to-door<br />

papers are being developed so they continue to be solidly perceived as ‘best of class’.<br />

<strong>Wegener</strong>’s environment is marked by the changing media consumption patterns of consumers, the demands<br />

of advertisers and the dynamics of the media landscape. The group operates through a diversity of channels<br />

and with a broad, finely meshed portfolio of products – online and print channels that serve to strengthen one<br />

another – aimed both at the mass market and at niche markets. Thanks to this broad perspective, the group<br />

regards the entire country of the Netherlands as its market.<br />

The group works continuously and with a sharp focus on multimedia and cross-media initiatives. The<br />

entrepreneurial character of the <strong>Wegener</strong> group – especially its ability to identify, capitalise on and integrate<br />

new activities, coupled with its efficient and effective use of the company’s resources – ensures that <strong>Wegener</strong><br />

maintains a leadership position in the dynamic market environment in which it operates.<br />

Mission<br />

On the basis of the group’s profound regional involvement and expertise with regard to people in those living<br />

and working environments, <strong>Wegener</strong> provides meaningful information to consumers and makes regional target<br />

audiences available for marketing activities. The group places high value on conducting its activities in a socially<br />

responsible manner, innovatively and with integrity. The quality, effectiveness and success of <strong>Wegener</strong>’s<br />

products and services are the heart of the group’s profitability. <strong>Wegener</strong> prizes the commitment of its people to<br />

achieving these objectives, and consequently seeks to be a responsive and challenging employer.<br />

Goals<br />

> Remaining on top as the largest and the best regional content publisher of the Netherlands.<br />

> <strong>Wegener</strong> wants to be of importance in the daily life of consumers in the whole of the Netherlands by offering:<br />

> Regional and local content<br />

> Service information concerning the daily life of the consumer<br />

> Products and services<br />

These activities are being paid by the consumer or cause sufficient reach and are therefore being paid for by<br />

advertisers.<br />

> By means of an effective, efficient and innovative organisation, realising a return on operating profit (Ebitda as<br />

a % of external revenue) that is high enough to ensure, as well as other benefits, that the group can continue<br />

to invest in new products, activities, and processes, thus to guarantee the continuity of the company over the<br />

longer term.<br />

> Conducting its activities in a way that creates shareholder value.<br />

> Being a stimulating and challenging employer.<br />

> By being a socially responsible enterprise, contributing to the working and living environment in general and to<br />

the welfare of all those involved with <strong>Wegener</strong> in particular.<br />

5


6 Vision, mission, goals and strategy<br />

Strategy<br />

The strategic policy of <strong>Wegener</strong> will be implemented with emphasis on three dimensions in the coming planning<br />

period:<br />

A. Maximising reach through national coverage in the Netherlands.<br />

B. Building up a cross-media portfolio, with products in both mass markets and niche markets.<br />

C. Setting up a cross-media organisation and utilising it so as to achieve an operating result that guarantees the<br />

group’s long-term continuity.


Mecom Group plc<br />

Mecom Group plc (Mecom) is a major,<br />

multi-platform European media group. Mecom<br />

publishes over 40 paid-for daily titles and over<br />

250 free door-to-door newspapers and operates<br />

over 200 digital channels, giving it leading<br />

positions within the Netherlands, Norway,<br />

Denmark and Poland, with a combined print<br />

readership of over 18 million every week and over<br />

42 million online users every month.<br />

Mecom, with its headquarters in London, is listed<br />

on the London Stock Exchange.<br />

Core values<br />

> Mecom is committed to creating added value<br />

for its shareowners, regional communities and<br />

employees.<br />

> Mecom creates commercial opportunities<br />

without compromising journalistic freedom.<br />

> By maximising the value of its content, Mecom seeks to protect high-quality journalism and editorial<br />

independence.<br />

> Mecom is committed to, and protects, high-quality journalism, editorial freedom and independence with<br />

publishing principles that ensure that no government, owner, advertiser, or any other interest group is entitled<br />

to interfere in editorial decisions.<br />

> Mecom is close to all its regional communities, to their cultural heritage and local culture, focusing on the<br />

needs and interests of its audiences.<br />

> Mecom recognises its employees as its greatest asset and works with them to achieve ongoing development.<br />

Further information on Mecom is available on its website, www.mecom.com.<br />

7


8<br />

<strong>Wegener</strong>: 10-year data<br />

Currency amounts in thousand euros, except where indicated otherwise<br />

<strong>2010</strong> 2009 2008<br />

Operating data<br />

Revenue 531,442 586,334 693,288<br />

- change from prior year (%) (9.4%) (15.4%) 2.2%<br />

Other income - 910 3,973<br />

Profit from continuing operating activities before exceptional items 62,346 57,328 76,102<br />

- as % of revenue 11.7% 9.8% 11.0%<br />

- change from prior year (%) 8.8% (24.7%) 5.9%<br />

Result from continuing operating activities<br />

Result on discontinued operating activities after tax<br />

(32,556) 7,853 11,300<br />

Profit<br />

attributable to:<br />

(32,556) 7,853 11,300<br />

- equity holders of Koninklijke <strong>Wegener</strong> NV (32,556) 7,853 11,348<br />

- minority interests<br />

Net profit after preference dividend and before exceptional items after tax attributable<br />

(48)<br />

to equity holders Koninklijke <strong>Wegener</strong> NV 38,016 31,042 45,146<br />

- as % of revenue 7.2% 5.3% 6.5%<br />

Cash flow from operating activities 35,563 32,518 53,041<br />

Cash flow from investing activities (5,323) (7,392) (37,024)<br />

Cash flow from financing activities (31,611) (52,743) (17,398)<br />

Balance sheet data<br />

Equity attributable to equity holders of Koninklijke <strong>Wegener</strong> NV 278,327 311,704 306,173<br />

Minority interests 5<br />

Subordinated loans<br />

Non-current liabilities 163,620 180,224 85,896<br />

Current liabilities 216,434 207,594 395,476<br />

Liabilities relating to assets classified as held for sale<br />

Total capital 658,381 699,522 787,550<br />

Non-current assets 608,996 638,259 677,192<br />

Current assets 49,385 61,263 110,358<br />

Assets classified as held for sale<br />

Ratio of equity to total capital 0.42 0.45 0.39<br />

Balance of interest-bearing loans less cash and cash equivalents (excluding cumulative<br />

financing preference shares) 88,344 117,017 150,450<br />

Personnel<br />

Average number of employees (full-time equivalents) 2,881 3,346 3,846<br />

Staff costs (before exceptional items) 190,203 215,176 240,998<br />

Average staff cost per employee 66.0 64.3 62.7<br />

Average revenue per employee 184.5 175.2 180.3<br />

Number of issued ordinary shares<br />

- average (in thousands) 45,009 45,009 45,009<br />

- year-end (in thousands) 45,009 45,009 45,009<br />

Data per ordinary share (in euros)<br />

Equity (excluding cumulative financing preference shares) 5.50 6.24 6.11<br />

Earnings per share (0.76) 0.14 0.22<br />

Earnings per share before exceptional items (after tax) 0.84 0.69 1.00<br />

Cash flow from operating activities 0.79 0.72 1.18<br />

Proposed dividend per ordinary share or depository receipt<br />

Year-end price 5.62 3.99 4.60<br />

Since 2004 the 10-year data have been drawn up based on International Financial Reporting Standards (IFRS).<br />

Data for the previous years (2001 through 2003) were drawn up in accordance with Dutch <strong>report</strong>ing requirements, under application of Part 9 of Book 2 of the<br />

Dutch Civil Code and the directives of the Dutch annual <strong>report</strong>ing standards.


2007 2006 2005 2004 2003 2002 2001<br />

678,654 668,055 655,852 797,690 829,078 936,671 973,323<br />

1.6% 1.9% (17.8%) (3.8%) (11.5%) (3.8%) (0.5%)<br />

3,049 11,694 36,820 27,266 3,061 32,885<br />

71,844 53,369 51,360 55,125 41,571 55,279 71719<br />

10.6% 8.0% 7.8% 6.9% 5.0% 5.9% 7.4%<br />

34.6% 3.9% (6.8%) 32.6% (24.8%) (22.9%) (42.5%)<br />

31,249 29,108 38,966 18,929<br />

1,238 (13,494) (7,679)<br />

32,487 15,614 31,287 18,929 (57,858) (6,638) 3,287<br />

32,492 15,525 30,729 18,745 (57,858) (6,638) 3,287<br />

95) 89 558 184<br />

38,504 24,243 17,474 12,261 11,054 17,918 28,784<br />

5.7% 3.6% 2.7% 1.5% 1.3% 1.9% 3.0%<br />

39,929 40,890 30,425 71,114 65,557 71,197 97,015<br />

(25,193) 28,076 15,135 26,242 (7,680) 12,995 (28,229)<br />

12,367 (72,094) (85,438) (68,575) (52,650) (124,550) (32,523)<br />

299,310 273,001 250,631 203,308 287,282 351,679 375,541<br />

16 295 1,113 2,145 1,525 4,015 1,540<br />

90,000 90,000 90,000<br />

254,772 244,421 312,371 350,708 302,097 266,181 366,792<br />

221,732 248,331 282,162 344,546 235,124 329,596 334,431<br />

4,843<br />

775,830 770,891 846,277 900,707 916,028 1,041,471 1,168,304<br />

662,405 671,033 723,869 723,888 730,606 838,673 910,411<br />

113,425 93,026 122,408 176,819 185,422 202,798 257,893<br />

6,832<br />

0.39 0.35 0.30 0.23 0.31 0.34 0.32<br />

165,810 173,639 210,414 243,593 298,264 354,086 430,748<br />

4,034 4,337 4,723 6,098 6,642 7,468 8,020<br />

243,588 258,295 276,367 350,146 370,928 395,078 394,115<br />

60.4 59.6 58.5 57.4 55.8 52.9 49.1<br />

168.2 154.0 138.9 130.8 124.8 125.4 121.3<br />

44,802 44,525 44,389 44,389 44,389 44,389 44,389<br />

45,009 44,589 44,389 44,389 44,389 44,389 44,389<br />

5.96 5.46 4.98 4.58 5.20 6.65 7.18<br />

0.69 0.31 0.69 0.42 (1.30) (0.15) 0.07<br />

0.86 0.54 0.39 0.28 0.25 0.40 0.65<br />

0.89 0.92 0.69 1.60 1.48 1.60 2.19<br />

0.19 0.14 0.13 0.23<br />

15.28 10.99 10.00 9.45 6.90 4.80 7.85<br />

The terminology in the table is based on IFRS. Unless otherwise indicated, the figures presented relate to continuing operations.<br />

9


10<br />

Management Board members<br />

T. Velgaard (1960)<br />

Mr Velgaard was appointed as a member of the Management Board by the Extraordinary General Meeting of<br />

Shareholders on 22 December <strong>2010</strong>. Following this meeting he was appointed as chairman of the Management<br />

Board (CEO) by the Supervisory Board. Mr Velgaard has been employed by <strong>Wegener</strong> since 4 October <strong>2010</strong>. His<br />

earlier experience included positions as CEO Mecom Poland and Edda Media, Norway, also a part of Mecom.<br />

Mr Velgaard is a Norwegian national.<br />

W. Cornelisse (1953)<br />

Mr Cornelisse was appointed as a member of the Management Board (COO) by the General Meeting of<br />

Shareholders on 8 May 2008. Mr Cornelisse has been employed by the group since 1978, and served as<br />

director of <strong>Wegener</strong> NieuwsDruk from 1993 onward. His earlier experience included positions with Wolters<br />

Kluwer and the Oostelijke Dagbladen Combinatie.<br />

Mr Cornelisse is a Dutch national.<br />

The members of the Management Board are all male. None of the board members holds a directorship in an<br />

exchange-listed company.<br />

Former members:<br />

C.G. Boot RA (1960)<br />

Resigned as of 1 September <strong>2010</strong><br />

J.V. Munsterman (1951)<br />

Resigned as of 4 October <strong>2010</strong>


Supervisory Board members<br />

D.J. Montgomery (1948)<br />

Principal position: > Chief Executive Mecom Group plc<br />

Additional offices: > Director Tournigan Energy Ltd<br />

Initial appointment: 2009<br />

Mr Montgomery resigned from the Supervisory Board at 13 January 2011.<br />

E.A. van Amerongen (1953)<br />

Additional offices: > Chairman, Supervisory Board, BT Nederland NV<br />

> Chairman, Supervisory Board, Thales Nederland BV<br />

> Vice-chairman, Supervisory Board, Hitt NV<br />

> Member, Board of Directors, Shanks Plc (senior independent non-executive director)<br />

> Member, Supervisory Board, Imtech NV<br />

> Member, Supervisory Board/Review Board, ANWB<br />

> Member, Supervisory Board, Essent NV<br />

Initial appointment: 2009<br />

S.M. van der Heijden (1960)<br />

Principal position: > CEO and Chairman, Management Board, TUI Nederland NV<br />

Additional offices: > Chairman, ANVR<br />

> Board member, VNO-NCW<br />

> Member, Supervisory Council, SGR<br />

> Chairman, Supervisory Council, CFR<br />

Initial appointment: 2009<br />

In connection with the resignation of Mr Montgomery, at 26 January 2011 Mr S.M. van der Heijden was<br />

appointed Chairman of the Supervisory Board.<br />

The members of the Supervisory Board are all male. Mr Montgomery is a British national, and the other<br />

members are Dutch nationals.<br />

The Audit Committee and the Combined Management Compensation and Selection and Appointment<br />

Committee both consist of the entire Supervisory Board.<br />

11


12<br />

Report of the Supervisory Board<br />

The Supervisory Board herewith submits to the shareholders for your approval the annual accounts for the year<br />

<strong>2010</strong>, which have been prepared by the Management Board. These accounts have been audited and approved<br />

by Ernst & Young Accountants LLP, and their unqualified independent auditor’s <strong>report</strong> is provided with the<br />

accounts in this <strong>Annual</strong> <strong>report</strong>. We discussed the annual accounts with the auditor at our annual meeting and<br />

then signed it in accordance with the requirements of Section 2:101, subsection 2 of the Netherlands Civil<br />

Code.<br />

We recommend that the General Meeting of Shareholders approve these accounts. Additionally, we ask the<br />

General Meeting to grant discharge to the Management Board and the Supervisory Board with regard to the<br />

conduct of their duties in <strong>2010</strong>. Further, we recommend that you agree to the Management Board’s proposal for<br />

distribution of the results as set forth in this <strong>report</strong>. After consultation with the Management Board, we endorse<br />

their proposal to declare no dividend to holders of depository receipts for ordinary shares, nor to holders of<br />

ordinary shares. Considering the healthy financial situation of the company and continuing previous policy from<br />

the last years, we endorse the Management Board’s proposal to declare a primary dividend of 5.33% on the<br />

outstanding depository receipts for cumulative financing preference shares.<br />

The Supervisory Board held eight regular meetings with the Management Board in <strong>2010</strong>. Also, the members of<br />

the Supervisory Board held frequently informal consultations with and without the Management Board. Topics<br />

discussed at the latter meetings included the functioning of the Supervisory Board and the Management Board,<br />

as well as of the individual members of both boards. It was concluded that both boards as well as their individual<br />

members function properly.<br />

Regular topics were discussed at the meetings with the Management Board, such as the annual accounts, the<br />

half-year <strong>report</strong>, the budget, evaluation of the risk management and control systems, and aspects of the group<br />

strategy. In addition, the Board meetings addressed such topics as the Corporate Governance Code, the<br />

amendment to the articles of association regarding the remuneration of directors, the disadvantageous<br />

development of Dagblad De Pers, co-operation in the area of daily newspaper delivery with the Telegraaf Media<br />

Groep and the NDC Mediagroep, the NMa fine concerning BN/de Stem and PZC, as well as developments such<br />

as the resignation of Mr J.V. Munsterman and Mr C.G. Boot and the appointment of Mr T. Velgaard as member of<br />

the Management Board. At two meetings of the Supervisory Board the company’s auditor was present.<br />

All supervisory directors were present at mostly all meetings of the Supervisory Board. None of them therefore<br />

exhibited frequent absence as referred to in Best Practice provision III.1.5 of the Dutch Corporate Governance<br />

Code (the Code).<br />

One or more members of the Supervisory Board attended three consultative meetings of the Central Works<br />

Council. These meetings were primarily devoted to the half-year <strong>report</strong> and the Social <strong>Annual</strong> <strong>report</strong> as well as<br />

the resignation of Mr J.V. Munsterman as of 4 October <strong>2010</strong> and appointment of Mr T. Velgaard as member of the<br />

Management Board. Intensive meetings about these changes in the Management Board took place between<br />

the Central Works Council and one or more members of the Supervisory Board. The Supervisory Board<br />

experienced these discussions as very constructive, which contributed to the process of regaining trust.<br />

With regard to the stipulations of Best Practice provision III.5, no separate Audit Committee or Remuneration<br />

and Selection and Appointment Committee meetings were held. Topics such as salaries, the bonus programme<br />

and the Mecom option plan were discussed by the full membership in the Supervisory Board’s regular meetings.<br />

Remuneration policy was not changed, with the exception of the option plan introduced by Mecom. Further<br />

information on this point can be found in the Remuneration <strong>report</strong> section of this <strong>report</strong> (page 113).


On 13 January 2011, Mr D.J. Montgomery resigned as Chairman and member of the Supervisory Board.<br />

The resulting vacant Supervisory Board seat has not yet been filled, but the Board intends to do so shortly.<br />

Mr S.M. van der Heijden has been appointed Chairman of the Supervisory Board in accordance with the<br />

Supervisory Board regulations. Mr D.J. Montgomery is not independent in the sense meant in the Code,<br />

while the other two members are independent in the sense meant in the Code.<br />

Remuneration of the supervisory directors does not depend on <strong>Wegener</strong>’s results. No option rights to <strong>Wegener</strong><br />

shares have been granted to members of the Supervisory Board. There were no cases of conflicting interests<br />

with regard to the individual members of the Board in <strong>2010</strong>. None of the supervisory directors were given<br />

personal loans, guarantees or any similar financial assistance. None of the supervisory directors held shares<br />

or depository receipts for shares in Koninklijke <strong>Wegener</strong> NV in <strong>2010</strong>. In the opinion of the Supervisory Board, the<br />

terms of Best Practice provisions III.6.1-III.6.3 and III.7.1 -III.7.4 of the Code were met.<br />

On 1 September <strong>2010</strong>, Mr C.G. Boot resigned as member of the Management Board, and on 4 October <strong>2010</strong>,<br />

Mr J.V. Munsterman resigned as Chairman and member of the Management Board. Because the only<br />

Management Board member left, Mr Wil Cornelisse, <strong>report</strong>ed sick on the very same day, the Supervisory Board<br />

took over management of the company, in accordance with the company’s Articles of Association and<br />

delegated the authority to Mr Truls Velgaard. These changes caused a period of instability within the company.<br />

Various tiers of the company stood up to object to both Mr Munsterman’s departure and Mr Velgaard’s<br />

appointment. On occasion, the Supervisory Board has consulted with wide delegations of the management<br />

about the arising situation. These constructive meetings prevented further escalations and contributed to the<br />

process of regaining trust. The Supervisory Board is thankful for the cooperation with all parties involved, which<br />

contributed to the solution of the issue. On 22 December <strong>2010</strong>, the Extraordinary General Meeting of<br />

Shareholders appointed Mr T. Velgaard as member of the Management Board. On the same date, the<br />

Supervisory Board appointed Mr Velgaard as Chairman of the Management Board. The Central Works Council<br />

issued a positive recommendation on the appointment of Mr T. Velgaard as member of the Management Board.<br />

The Supervisory Board is aware that the tough economic situation and, particularly, the changes to the<br />

Management Board made <strong>2010</strong> a difficult year for management and staff alike. The Board therefore greatly<br />

appreciates the results achieved by the Management Board as well as <strong>Wegener</strong>’s management and staff.<br />

Apeldoorn, The Netherlands, 14 March 2011<br />

Supervisory Board<br />

Report of the Supervisory Board<br />

13


14<br />

Report of the Management Board<br />

The continuing economic crisis hit <strong>Wegener</strong> hard in <strong>2010</strong>, adversely affecting advertising sales again. The first<br />

signs of economic recovery in the course of <strong>2010</strong> did not impact advertising sales at all. The recovery of the<br />

Dutch economy was primarily due to an upturn in exports. Domestic production lagged behind, particularly as a<br />

result of a lack of consumer confidence. The government crisis and the announced public cut-backs caused the<br />

domestic economic climate to deteriorate rather than pick up. The economic decline has had a negative impact<br />

on the recruitment and property advertising market segments in particular. The decline in advertising sales of<br />

the daily newspapers and the free door-to-door newspapers that began in 2009 continued in <strong>2010</strong>. Circulation<br />

revenue for daily newspapers rose marginally (2%), although this was completely due to price increase; the<br />

number of paid subscriptions dropped modestly (2%). In total,revenue declined by 9% to EUR 531.4 m.<br />

The Delta reorganisation programme launched in 2009 was completed in the first quarter of <strong>2010</strong>. As of 1<br />

January <strong>2010</strong>, all publishing activities, with the exception of AutoTrack.nl and JobTrack.nl, and all back office<br />

departments were transferred to <strong>Wegener</strong> Media BV, creating a single publisher with a more flexible, variable<br />

cost-based organisation and a consistently lower cost level that is able to generate a quality impulse and meets<br />

the preconditions for a cross-media future.<br />

In addition to the effect of the Delta programme, a strict cost control policy compensated for the decrease in<br />

revenue with lower costs, contributing to an approximately EUR 60m decrease in the total cost (excluding<br />

exceptional items) in <strong>2010</strong>. EUR 25 m of this decrease relates to lower staff costs, caused in part by a decrease of<br />

approximately 120 FTEs in the year under review. See also the section on financial performance as of page 16.<br />

In <strong>2010</strong>, the first follow-up steps were taken to transform <strong>Wegener</strong> into a cross-media content business. These<br />

changes focused particularly on the front offices, where editorial boards and advertising sales need to switch<br />

from a mono-media to a cross-media set-up, for which various task forces devised plans. In addition, training<br />

programmes were set up for both journalists and salespeople alike. The transformation process will be settled<br />

in 2011.<br />

In conjunction with the Mecom developments, a plan was devised in November 2009 to better support the<br />

strategic path of transformation towards a comprehensive content business using technology. ICT is becoming<br />

an increasingly important tool and, in many cases, it is actually part of the product. In mid-<strong>2010</strong>, opportunities<br />

for greater cooperation across Mecom were explored. It was also recognised that the ICT infrastructure at<br />

<strong>Wegener</strong> needed improvement. This led to a Mecom-wide project. In the last few months of <strong>2010</strong>, the plan<br />

proved to entail too many business risks for <strong>Wegener</strong>. The Mecom plan was adjusted, with outsourcing certain<br />

ICT components remaining an important point. The plan will be worked out in more detail in the first half of 2011,<br />

after which final decision making will take place, including an advice procedure with the Central Works Council,<br />

which is already involved in an earlier stage.<br />

In April <strong>2010</strong>, the Netherlands Competition Authority (NMa) published a <strong>report</strong> on its findings of an investigation it<br />

had launched into alleged infringements of regulations that it had imposed in 2000 for <strong>Wegener</strong>’s takeover of the<br />

VNU Dagbladengroep in Zeeuws-Vlaanderen. According to the NMa, <strong>Wegener</strong> has infringed these regulations.<br />

<strong>Wegener</strong> contests this. Based on its <strong>report</strong>, the NMa decided in July <strong>2010</strong> to fine <strong>Wegener</strong> and five (former) (non)<br />

executives more than EUR 20 million in total. Disagreeing with this decision, <strong>Wegener</strong> lodged an objection,<br />

arguing that it did not infringe any regulations and that, even if it had, the fine was disproportionate regarding the<br />

size of the activities in Zeeuws-Vlaanderen. In addition, <strong>Wegener</strong> instituted proceedings with the NMa to have the<br />

regulations in Zeeuws-Vlaanderen declared null and void. These proceedings as well as the objection<br />

proceedings were still ongoing at the end of the financial year. The fine has been accounted for in the balance<br />

sheet as a liability. <strong>Wegener</strong> wishes to emphasise that this does not mean that <strong>Wegener</strong> is pleading guilty.


The year <strong>2010</strong> was characterised by changes in the Management Board. Halfway through the financial year, it<br />

was announced that Mr Koos Boot (CFO) would resign from the Management Board and leave the company on<br />

1 September <strong>2010</strong>. On 4 October <strong>2010</strong>, the Supervisory Board and the Management Board announced that<br />

they and the chairman of the Management Board Mr Munsterman had agreed that Mr Joop Munsterman would<br />

resign with immediate effect. Because the only Management Board member left, Mr Wil Cornelisse, <strong>report</strong>ed<br />

sick on the very same day, the Supervisory Board took over management of the company, in accordance with<br />

the company’s Articles of Association and delegated the authority to Mr Truls Velgaard. These changes caused<br />

a period of instability within the company. Various tiers of the company stood up to object to both<br />

Mr Munsterman’s departure and Mr Velgaard’s appointment. The Central Works Council (CWC) launched an<br />

investigation into the course of events. The Supervisory Board nominated Mr Truls Velgaard as a new member<br />

of the Management Board. Following the CWC’s positive recommendation, Mr Velgaard was appointed as a<br />

member of the Management Board by the Extraordinary General Meeting of Shareholders on 22 December <strong>2010</strong>.<br />

The Supervisory Board then appointed him as Chairman of the Management Board. Following CWC’s positive<br />

recommendation together with the work done by the Supervisory Board and Mr Velgaard to turn the sense within<br />

the company for the better, the company returned to further stability by the end of the financial year.<br />

Report of the Management Board<br />

15


16 Report of the Management Board<br />

Financial review<br />

The main developments in <strong>2010</strong> compared with the preceding year can be summarised as follows<br />

(in millions of euros unless stated otherwise):<br />

Financial<br />

Statements<br />

<strong>2010</strong><br />

Excluding exceptional items<br />

<strong>2010</strong> 2009<br />

Financial<br />

Statements<br />

2009<br />

Revenue 531.4 531.4 586.3 586.3<br />

Result from continuing operating activities (27.8) 62.3 57.3 18.2<br />

Margin (5.2%) 11.7% 9.8% 3.1%<br />

Result for the year attributable to equity -holders of<br />

Koninklijke <strong>Wegener</strong> NV (32.6) 39.6 32.6 7.9<br />

Operating profit before depreciation and impairment<br />

losses (EBITDA) 5.6 81.0 78.1 39.0<br />

Margin 1.1% 15.2% 13.3% 6.7%<br />

Average number of employees on a<br />

full-time basis 2,881 3,346<br />

Net debt (interest-bearing loans less cash and cash<br />

equivalents) 88.3 88.3 117.0 117.0<br />

Net debt / operating result before depreciation and<br />

impairment losses (net debt/EBITDA) 15.8 1.1 1.5 3.0<br />

Equity 278.3 311.7<br />

Balance sheet total 658.4 699.5<br />

Solvency 42.3% 44.6%<br />

Cash flows from:<br />

- operating activities 35.6 32.5<br />

- investing activities (5.3) (7.4)<br />

- financing activities (31.6) (52.7)<br />

Net cash flows (1.4) (27.6)<br />

Reporting<br />

The financial statements have been drawn up in accordance with the International Financial Reporting<br />

Standards as approved by the European Union. For information on the accounting policies used and the notes<br />

to the financial statements, please refer to the consolidated financial statements for <strong>2010</strong> in this <strong>report</strong>.<br />

When applying <strong>Wegener</strong>’s accounting policies, the management has made judgments which have important<br />

consequences for the amounts recognised in the financial statements. Furthermore, in some areas estimates<br />

have been made about future developments which have a significant risk of causing a material adjustment to<br />

the book value of assets and liabilities in subsequent years. These judgments and estimates are explained in<br />

more detail in a section devoted to them in the section entitled ‘Accounting policies’ (page 49), to which the<br />

reader is referred.<br />

The company financial statements of Koninklijke <strong>Wegener</strong> NV were drawn up in accordance with Dutch <strong>report</strong>ing<br />

requirements. Use was made of the facility offered under the law to apply the same principles for company<br />

financial statements as for consolidated financial statements. Equity at the end of <strong>2010</strong> and 2009 and the<br />

result for <strong>2010</strong> and 2009 according to the company financial statements are the same as the equity and the<br />

result according to the consolidated annual accounts to the extent that they are attributable to holders of<br />

equity in Koninklijke <strong>Wegener</strong> NV.


Report of the Management Board (Financial review)<br />

Results<br />

A comparison of the financial results of <strong>2010</strong> with those of the preceding year is rendered difficult by the sale of<br />

the 37% share in AD NieuwsMedia BV, the sale of the printing plant in The Hague, and the acquisition of PCM<br />

Lokale Media, all of which took effect in the second half of 2009. If the effects of this acquisition and disposals<br />

are eliminated in <strong>2010</strong> and 2009, the ‘autonomous’ figures for Koninklijke <strong>Wegener</strong> NV are:<br />

millions of euros <strong>2010</strong> 2009 Change<br />

Revenue 523.6 538.9 (2.8%)<br />

Operating result (before exceptional items) 64.0 57.1 12.1%<br />

Permanent staff as at year-end (FTE) 2,836 2,904 (68)<br />

Revenues declined by 9.4%; the decline in organic growth was 2.8%.<br />

Operating activities<br />

The development of profit from operating activities before exceptional items is summarised below<br />

(in millions of euros):<br />

<strong>2010</strong> 2009 Change<br />

Advertisements in daily newspapers 116.4 126.6 (8.1%)<br />

Advertisements in AD NieuwsMedia (37%) - 10.7 -<br />

Advertisements in free door-to-door weekly newspapers 145.5 151.4 (3.9%)<br />

Subscriptions to daily newspapers 207.1 203.2 1.9%<br />

Subscriptions to AD NieuwsMedia (37%) - 22.9 -<br />

Graphic products 20.2 34.8 (42.0%)<br />

Internet products 22.5 18.2 23.6%<br />

Other revenue from newspaper activities 19.7 18.5 6.5%<br />

Total revenue 531.4 586.3 (9.4%)<br />

Costs of raw materials and stores 36.9 55.6 (33.6%)<br />

Costs of work subcontracted and other external charges 135.9 140.8 (3.5%)<br />

Staff costs 190.2 215.1 (11.6%)<br />

Other operating expenses<br />

Operating profit before depreciation and impairment losses (EBITDA)<br />

87.4 96.7 (9.6%)<br />

before exceptional items 81.0 78.1 3.7%<br />

Depreciation 18.7 20.8 (10.1%)<br />

Operating profit before exceptional items 62.3 57.3 8.7%<br />

As noted above, it is not easy to compare to the preceding year because of the sale of AD NieuwsMedia BV, and<br />

of the printing plant in The Hague at the end of July, as well as the acquisition of PLM on 15 July 2009.<br />

17


18 Report of the Management Board (Financial review)<br />

The continuing economic crisis led to a decline in sales. Advertising sales in particular showed a marked decline<br />

compared to the preceding year, both for the dailies and for the free door-to-door weeklies. The increase in<br />

revenue from subscriptions to <strong>Wegener</strong> dailies is the result of price rises. The average paid circulation of the<br />

<strong>Wegener</strong> dailies in <strong>2010</strong> was 2.2% lower than in 2009.<br />

Revenues from graphic products were also under pressure as volumes declined, titles ceased publication,<br />

prices fell as a result of overcapacity in the market, and the printing plant in The Hague was sold.<br />

Internet revenue showed an increase compared to the preceding year. The revenue of Autotrack increased<br />

again compared to the previous year. Revenue of Jobtrack decreased compared to previous year, but during the<br />

year there was a positive development visible. In <strong>2010</strong> there were introduced several new online products<br />

which influenced the sales growth, such as a self service tool for advertisers. Other revenue from newspapers<br />

activities rose thanks to increases in sales of travel, admission tickets, books, CDs and other items through<br />

the ‘Enterprises’ programme.<br />

The costs of raw materials and stores were lower due to significant lower paper prices and a marked decline<br />

in volume.<br />

After correction for divested and acquired business units (AD NieuwsMedia, printing plant in The Hague, and<br />

PLM), costs of work subcontracted and other costs increased as a result of higher commission costs which<br />

mainly relate to the annual fee for Dagblad De Pers. The costs of subcontracted printing activities increased<br />

compared to previous year, which was a result of the sale of the printing plant in The Hague. The <strong>Wegener</strong> free<br />

door-to-door weeklies for the surrounding areas of The Hague and the free door-to-door newspapers of PLM are<br />

printed in The Hague which results in higher subcontracted printing activities.<br />

Staff costs were lower primarily because average staffing was lower. The average employment level fell from<br />

3,346 FTEs (full-time equivalents) in 2009 to an average of 2,881 FTEs in <strong>2010</strong> (-13.9%). After correction for<br />

divested and acquired business units (AD NieuwsMedia, printing plant in The Hague, and PLM), the decline is<br />

8.2%. This is the result of the implementation of the Delta reorganisation plan, a strict policy with regard to filling<br />

vacant positions and the closure of the printing plant in Nijmegen in 2009.<br />

If the effects of the acquisitions and disposals in 2009 are eliminated, the other operating expenses fell by 1.9%<br />

compared to 2009. The decrease is a result of the response to the continuing economic crisis. Savings were<br />

achieved in all cost categories, ranging from office expenses, accommodation expenses, promotional costs<br />

and third-party services.<br />

In <strong>2010</strong> depreciation was lower as result of the sale of the printing plant in The Hague.<br />

The operating result before exceptional items increased by 8.7%, from EUR 57.3 million in 2009 to<br />

EUR 62.3 million in <strong>2010</strong>.<br />

Exceptional items<br />

The exceptional items in <strong>2010</strong> resulted from the fine imposed by the NMa, the Dutch competition authority,<br />

costs of reorganisations, release of pension provision, impairment of the publishing rights of Dagblad De Pers,<br />

costs relating to the provision of the onerous contract for Dagblad De Pers, provision vacated office space and<br />

the tax effects of these items.<br />

The fine imposed by the NMa to <strong>Wegener</strong> and five of its former managers / directors relates to a possible<br />

infringement by Koninklijke <strong>Wegener</strong> NV of the conditions imposed by the NMa in 2000 relating to <strong>Wegener</strong>’s<br />

takeover of VNU Dagbladen.<br />

The costs of reorganisation in <strong>2010</strong> include an addition to the reorganisation provision as a result of some<br />

reorganisations of departments. The reorganisations also include the severance payments for two board<br />

members.


The release of pension provision stems merely from recalculation of used principles.<br />

Report of the Management Board (Financial review)<br />

In 2009 <strong>Wegener</strong> entered into a long-term contract with Mountain Media entitling <strong>Wegener</strong> to sell advertising in<br />

the Dagblad De Pers daily free newspaper in the Netherlands, under the condition that <strong>Wegener</strong> pays an annual<br />

fee to the publisher of Dagblad De Pers. Actual advertising revenues for Dagblad De Pers have fallen<br />

considerably behind the previous expectations of management, with the result that <strong>Wegener</strong> now expects to<br />

incur a loss over the life of the arrangement. A provision for onerous contract was accrued for the present value<br />

of anticipated future losses on this contract. Furthermore the publishing rights of Dagblad De Pers were<br />

impaired in <strong>2010</strong> to nil.<br />

The addition to the onerous contract for vacated office space, on balance, relates to an addition as a result of<br />

the supplementary agreement with de Persgroep Nederland on the sale of AD NieuwsMedia and a release<br />

resulting from new lease agreements.<br />

The exceptional items in 2009 resulted from the combined effect of the sale of AD NieuwsMedia BV and of the<br />

assets and liabilities of the printing plant in The Hague, costs of reorganisations (redundancies and provisions<br />

for onerous contracts), one-time pension costs (costs of future employer contributions for the “moratorium<br />

shortfall” and one-off compensation of the difference in funding ratio upon the transition to PGB), a write-off for<br />

prepaid financing costs, and the tax effects of these items.<br />

The costs of reorganisations in 2009 include an addition to the reserves for reorganisations stemming from a<br />

number of reorganisations in different group companies and a partial release at year-end 2008 of the provision<br />

formed for Delta. The decision was made in mid-2008 to reorganise and further integrate the publishing units of<br />

<strong>Wegener</strong> (Delta). The costs this entailed were recorded in 2008. The actual reorganisation was largely carried<br />

out in 2009 and was finished in <strong>2010</strong>. The release is primarily the consequence of a higher rate of natural<br />

turnover and a lower average salary than was originally estimated. As a consequence of the reorganisations an<br />

addition to the provision for onerous lease was recorded.<br />

Taxes on results include the tax effects on all exceptional items to the extent that they are not covered by the<br />

participation exemption. The fine imposed on <strong>Wegener</strong> by the NMa is not deductible for the corporate income tax.<br />

Earnings per share<br />

Ordinary earnings per share attributable to holders of ordinary shares in Koninklijke <strong>Wegener</strong> NV fell from a profit<br />

of EUR 0.14 for 2009 to a loss of EUR 0.76 for <strong>2010</strong>. Excluding exceptional items, the earnings per share rose<br />

from EUR 0.69 for 2009 to EUR 0.84 for <strong>2010</strong>, or a rise of 21.7%.<br />

Financing and cash flows<br />

Operational cash flows, at EUR 35.6 million, were marked higher in <strong>2010</strong> than in 2009. This was largely due to a<br />

higher operating result (before exceptional items).<br />

The cash flow from investing activities came to a total of EUR 5.3 million in <strong>2010</strong>, which is EUR 2.1 million lower<br />

than in 2009. This represents the effect of EUR 6.1 million less capital expenditure than in 2009. In <strong>2010</strong> the<br />

accelerated repayment of the loan of AD Nieuwsmedia amounts to 15.4 million. On the other hand, in 2009 the<br />

sale of AD NieuwsMedia BV and <strong>Wegener</strong> NieuwsDruk West, amounting to EUR 14.5 million, as well as Selekt<br />

Mail, amounting to EUR 4.0 million, affected the cash flow from investing activities.<br />

Investments in <strong>2010</strong> came to EUR 20.5 million, with EUR 7.2 million going to tangible fixed assets. The decline in<br />

capital expenditure in <strong>2010</strong> compared to 2009 largely reflects the finalisation of the capital expenditure in the<br />

new printing plant in Best. The cash flow in respect of intangible fixed assets primarily concerned investments in<br />

software and the payment of the investment of the publishing rights of the free daily Dagblad De Pers.<br />

Investments in 2009 primarily related to finalisation of the press renewal in Best (buildings and presses) and<br />

the investments in software.<br />

19


20 Report of the Management Board (Financial review)<br />

On balance, the financing cash flow again showed a decrease of debt in <strong>2010</strong>.<br />

Net debt declined from EUR 117.0 million at year-end 2009 to EUR 88.3 million at year-end <strong>2010</strong>. This is the<br />

result of the good operational cash flow and the accelerated repayment of the loan of AD NieuwsMedia of<br />

EUR 15.4 million. The net debt / EBITDA ratio before exceptional items is 1.1, which is improvement compared<br />

to 2009.<br />

No dividend was paid to holders of ordinary shares in Koninklijke <strong>Wegener</strong> NV in <strong>2010</strong>. Holders of preference<br />

shares were paid EUR 1.6m in preference dividend (the same as in 2009). As a result of the loss in <strong>2010</strong> the<br />

equity decreased from EUR 311.7 million at the end of 2009 to EUR 278.3 million at the end of <strong>2010</strong>. On balance,<br />

solvency decreased from 44.6% at the end of 2009 to 42.3% at the end of <strong>2010</strong>. The most important reason<br />

for this decrease is the loss over <strong>2010</strong>.<br />

Financing charges were significant lower in <strong>2010</strong> than in 2009. Main reason is the lower average debt and<br />

the lower amount in interest on financial lease agreements. The financing charges for 2009 include an extra<br />

amount written off for costs withdrawn for downsizing the overall credit facility of Mecom Group from<br />

EUR 1 billion to EUR 583 million.<br />

Taxes<br />

For <strong>2010</strong>, there was tax income accounted for in the amount of EUR 4.9 million on a pre-tax loss of<br />

EUR 37.5 million. The fine imposed by the NMa is not deductible for the corporate income tax.<br />

For 2009, there was tax income accounted for in the amount of EUR 2.1 million on a pre-tax profit of<br />

EUR 5.8 million. The income arose because the sale of the shares in AD NieuwsMedia BV comes under the<br />

participation exemption.<br />

The effective tax rate for <strong>2010</strong>, corrected for exceptional items, is 25.0% (2009: 28.2%). This figure deviates<br />

very slightly from the rate applicable to <strong>Wegener</strong>. The annual accounts show the relationship in detail of the<br />

tax burden according to the applicable rate to the tax burden according to the effective rate.<br />

Dividend proposal<br />

It is proposed that no dividend be paid on ordinary shares for <strong>2010</strong>, as was the case for 2009.<br />

The Management Board has proposed to pay a preference dividend on the cumulative financing preference<br />

shares of 5.33% per share of EUR 7.00, which amounts to a total payment of EUR 1.6 million. This proposal<br />

was approved by the Supervisory Board on 14 March 2011. The preference dividend for 2009 was also<br />

EUR 1.6 million, and was paid in <strong>2010</strong>.<br />

The preference dividend will become payable as of 1 June 2011.<br />

The preference dividend on the cumulative financing preference shares was not included as a liability on the<br />

balance sheet for <strong>2010</strong> or for 2009.


Risk management<br />

<strong>Wegener</strong> recognises that there are risks associated with its business strategy. Changing media consumption<br />

and the related changing media spending have consequences for the company’s strategic policy. To counter<br />

these changing market conditions and the economic crisis, the Delta reorganisation programme was concluded<br />

in <strong>2010</strong>. The aim of this programme was not only to reduce costs, but to transform the organisation into a<br />

cross-media content organisation as well, so that it is less susceptible to the aforementioned market risks. In<br />

addition to concluding the Delta reorganisation programme, <strong>2010</strong> saw the first follow-up steps being made to<br />

transform <strong>Wegener</strong> into a cross-media content business. These changes mainly concern the front offices, where<br />

the editorial boards and advertising sales are transforming from a single media set-up to a cross-media one.<br />

<strong>Wegener</strong> endeavours to monitor and control the realisation of its strategic and operational objectives to the<br />

fullest extent possible. For this purpose, the group has established an effective risk management and control<br />

system. The Management Board is responsible for monitoring the strategic, financial and operational risks<br />

within <strong>Wegener</strong>, and uses the risk management and control system for this purpose. This effective risk<br />

management and control system ensures that:<br />

> the risks associated with the realisation of strategic and operational objectives are identified in a timely<br />

manner and remain limited to an acceptable level;<br />

> there is a reasonable degree of certainty that the financial <strong>report</strong>ing does not contain inaccuracies of material<br />

importance; and,<br />

> there is compliance with applicable legislation and regulations.<br />

<strong>Wegener</strong>’s risk profile is aimed at continuity of operating activities in the long term, while reducing or, wherever<br />

possible, appropriately hedging risks. Willingness to take risks depends on the magnitude of the risk in relation<br />

to <strong>Wegener</strong>’s result and/or equity, while it also depends on what area they are in. The starting point is that any<br />

risks taken must be sufficiently manageable.<br />

Risks<br />

A number of important risks specific to <strong>Wegener</strong> have been identified. However, the following summary of such<br />

risks is not necessarily exhaustive. It is possible that risks not presently identified, or not currently perceived as<br />

being of material consequence, may later have an important and negative impact on <strong>Wegener</strong>’s profits and its<br />

ability to achieve its business objectives. The group’s internal risk management and control systems are geared<br />

to timely identification of such risks and changes. The reader is also referred to page 81 and further of the<br />

annual accounts for a description of the financial risks.<br />

Advertising sales falling more than expected<br />

Part of <strong>Wegener</strong>’s sales relies heavily on economic development, primarily advertising turnover and in particular<br />

employment ads. These sales fluctuate, depending on the economic conditions. The negative economic<br />

conditions over the last two years have, therefore, had a significant impact on <strong>Wegener</strong>’s advertising sales. In<br />

<strong>2010</strong>, the ongoing economic crisis led to a further fall in advertising sales for both the daily newspapers and the<br />

free local newspapers. The extent of this risk will remain more or less the same, depending on the extent of<br />

economic recovery. The effect of the declining advertising market on <strong>Wegener</strong>'s business results was mitigated<br />

by the reorganisation carried out in 2009 and the new cost-savings measures taken in <strong>2010</strong>. <strong>Wegener</strong> is also<br />

developing new products that meet market demand to generate new advertising income. The graph below<br />

shows the development of advertising volumes in the various categories of all of the Netherlands’ daily<br />

newspapers (total market) in relation to the annual change in Gross Domestic Product (economic gauge) from<br />

1978 up to and including <strong>2010</strong>.<br />

Report of the Management Board<br />

21


22 Report of the Management Board (Risk management)<br />

Cyclicality of ad volume in Dutch daily newspapers 1978=100 Yearly change in GDP in %<br />

200<br />

Family announcements<br />

Classifieds<br />

6.0<br />

5.5<br />

Local ads<br />

Recruitment ads<br />

National ads<br />

5.0<br />

4.5<br />

Total<br />

4.0<br />

150<br />

Yearly change GDP<br />

3.5<br />

3.0<br />

2.5<br />

2.0<br />

1.5<br />

1.0<br />

100<br />

0.5<br />

0.0<br />

-0.5<br />

-1.0<br />

-1.5<br />

50<br />

-2.0<br />

-2.5<br />

-3.0<br />

-3.5<br />

0<br />

-4.0<br />

1978<br />

1979<br />

1980<br />

1981<br />

1982<br />

1983<br />

1984<br />

1985<br />

1986<br />

1987<br />

1988<br />

1989<br />

1990<br />

1991<br />

1992<br />

1993<br />

1994<br />

Insufficiently equipped to transform into a cross-media organisation in good time<br />

The majority of <strong>Wegener</strong>’s sales relies on traditional print-related sales. The risk exists that <strong>Wegener</strong> cannot<br />

capitalise on changing media consumption and the related changing media spending in good time. To counter<br />

the risk of a decline in sales and results, <strong>Wegener</strong>’s strategic policy is geared to transforming into a successful<br />

cross-media organisation. The risk, however, is that <strong>Wegener</strong> may not be able to make this change in good<br />

enough time. In <strong>2010</strong>, the first follow-up steps were taken to transform <strong>Wegener</strong> into a cross-media content<br />

business. These changes mainly concern the front offices, where the editorial boards and advertising sales are<br />

transforming from a single media set-up to a cross-media one. New products will become more important<br />

alongside the existing key (printed) products.<br />

Concentration of printing facilities<br />

In striving to achieve the group’s aim to enhance effectiveness and efficiency, the number of operating locations<br />

within <strong>Wegener</strong> NieuwsDruk has been reduced to the present three. The capacity utilisation level of the<br />

remaining printing presses has increased, and capacity costs decreased. The potential damage that could<br />

result from a disaster at a printing location or an interruption in the printing process has therefore increased.<br />

The impact such an event would have on the result and/or on equity depends on the nature of the disruption<br />

and is therefore difficult to quantify. Measures have been taken to reduce the chance that such a disruption<br />

could occur. Examples of these measures are: disaster plans are in place, regular inspections are conducted<br />

amongst others by insurers to improve the safety level, sprinkler systems have been installed, and<br />

compartmentalisation (fire protection) has been introduced. The concentration of printing activity means there<br />

is now virtually full-time staffing – and thus continual monitoring – and agreements have been made with other<br />

printers to offset lengthy periods of loss of profits.<br />

Significant dependence on ICT systems<br />

Large parts of <strong>Wegener</strong>’s operating processes are based on automated systems and an infrastructure to make<br />

possible communication between the various systems. These systems and networks play a key role in almost<br />

every aspect of the group’s operations. <strong>Wegener</strong> works with a number of different IT systems, divided into<br />

systems for advertising, editorial work, consumer market, distribution, financial matters and personnel.<br />

1995<br />

1996<br />

1997<br />

1998<br />

1999<br />

2000<br />

2001<br />

2002<br />

2003<br />

2004<br />

2005<br />

2006<br />

2007<br />

2008<br />

2009<br />

<strong>2010</strong>


Report of the Management Board (Risk management)<br />

On the basis of a specific strategy in which improved effectiveness and efficiency thanks to benefits of scale<br />

play an important role, the company makes more and more use of central and uniform processing and storage<br />

of data, while certain of these services have been outsourced. Breakdowns in these systems and networks<br />

can have a major disruptive effect on operating processes. The impact such an event would have on the result<br />

and/or on equity depends on the nature of the disruption and is therefore difficult to quantify. These risks are<br />

limited by putting in place emergency plans and security contingency controls, such as twin data centres at<br />

both Atos and Getronics and networks with identical back-ups at the largest locations.<br />

In <strong>2010</strong>, a Mecom-wide project called Waves was launched, the aim of which is to further standardise ICT<br />

systems and processes and to ensure the content business is better supported by ICT systems. As a result,<br />

part of <strong>Wegener</strong>'s current ICT activities will be outsourced. The plan will be worked out in more detail and its<br />

implementation probably started in 2011. Naturally, implementation entails risks, for which appropriate<br />

measures will be taken in 2011.<br />

Dagblad De Pers<br />

In 2009, <strong>Wegener</strong> entered into a long-term contract under which it gained the right to sell advertising in<br />

Dagblad De Pers, on condition that it paid an annual fee to the Dagblad De Pers publisher, i.e. Mountain Media BV.<br />

Over the course of <strong>2010</strong>, it emerged that actual Dagblad De Pers sales were considerably lower than previously<br />

expected, as a result of which <strong>Wegener</strong>, in all likelihood, will make a loss on this contract during the term of the<br />

agreement. A provision for loss-making contracts has been set aside in the <strong>2010</strong> annual accounts for this risk.<br />

There is also a risk regarding the management of this long-term agreement. The Management Board and the<br />

<strong>Wegener</strong> management team keep on searching for possibilities to compensate the negative consequences of<br />

this contract.<br />

Legislation and regulations<br />

The nature of <strong>Wegener</strong>’s activities means that the group must deal with a multitude of legal regulations, such<br />

as copyright protection, tax legislation, employee health and safety protection, media controls, individual and<br />

organisational privacy protection, legislation with regard to the environment, and regulations regarding<br />

competition and free markets. Furthermore, two covenants were concluded with the Dutch tax administration<br />

with respect to distribution of daily papers and personal statements from authors and editorial staff as to the<br />

nature of their work. Changes, including international ones, in legislation and regulations can impact on the<br />

group’s operating practices. There is a risk that <strong>Wegener</strong> executives do not observe the applicable legislation<br />

and regulations, thus leading to imposition of sanctions on <strong>Wegener</strong> that adversely affect business operations.<br />

To mitigate this risk, internal control measures are anchored in the operating processes.<br />

In April <strong>2010</strong>, the Netherlands Competition Authority (NMa) published a <strong>report</strong> with findings from an<br />

investigation they had launched into alleged violations in Zeeuws-Vlaanderen of the conditions they had set in<br />

2000 in relation to <strong>Wegener</strong>’s takeover of the VNU Dagbladengroep. On the basis of this <strong>report</strong>, the NMa fined<br />

<strong>Wegener</strong> and five (former) directors a total amount in excess of EUR 20 million in July <strong>2010</strong>. <strong>Wegener</strong> believes<br />

that there have been no violations and has filed an objection to the NMa’s decision.<br />

Financing<br />

<strong>Wegener</strong>’s financing is part of the financing arrangements for the entire Mecom group. This means that the<br />

credit margin available to <strong>Wegener</strong> depends on the needs of the Mecom group as a whole. Another aspect of<br />

Mecom’s financing arrangements is that <strong>Wegener</strong> and almost all other country divisions of Mecom guarantee<br />

the entire arrangement, which means that, if Mecom cannot meet obligations arising from these arrangements,<br />

this can also affect <strong>Wegener</strong>. It is attempted to mitigate this risk by means of focused cash-flow planning and by<br />

holding consultations with Mecom on a regular basis.<br />

23


24 Report of the Management Board (Risk management)<br />

Risk management and control system<br />

The group’s system of risk management and control has its foundation in a number of key elements.<br />

The control environment<br />

In general, the group strives to maintain a culture marked by openness, integrity and a sense of social<br />

responsibility, making sure each employee understands the significance of these aspects of group culture,<br />

while at the same time ensuring strict adherence to all applicable legislation and regulations. The formal code of<br />

conduct for <strong>Wegener</strong> and all group companies sets forth the general guidelines for conduct that all employees<br />

are expected to embrace. Since 2005, this code has included a whistleblower provision to prompt employees<br />

to <strong>report</strong> irregularities and undesirable occurrences. Effective relationships with governmental bodies, the<br />

trade unions and social organisations are highly valued.<br />

Organisation<br />

<strong>Wegener</strong>’s organisational structure is based on supporting a collaborative approach within which individual<br />

responsibilities are clearly defined and performance is measurable. Guiding principles are flexibility, rapid<br />

responses to changing market circumstances, creativity and innovative capacity.<br />

A number of procedures have been established to reinforce these concepts. They include a management<br />

manual, delegation of decision powers, investment approval procedures, a regulation on insider information, a<br />

human resources handbook, and the finance & control manual. The Management Board monitors<br />

developments in operating activities through regular meetings with the <strong>Wegener</strong> Management Team, supported<br />

by periodic management <strong>report</strong>s.<br />

Risk inventory<br />

An inventory of the risks relevant to the group’s operations is an integral element of the process of managing the<br />

enterprise, particularly in drawing up long-term plans, the annual budget, project plans, and the periodic risk<br />

<strong>report</strong>s. In addition, risk inventories are regularly conducted in specific areas, including employee health and<br />

safety, the environment, ICT, and insurance cover. In the course of <strong>2010</strong>, <strong>report</strong>s on the most important risks<br />

identified at the <strong>Wegener</strong> level were issued to the Management Board on a quarterly basis.<br />

Information provision and communication<br />

Systems for internal information provision and communication are primarily aimed at furnishing information to<br />

employees, supervisors and managers that is adequate for the conduct of their duties. Specific group<br />

procedures documented in group manuals aid this process. A whistleblower regulation and a complaints<br />

procedure enable employees to inform the group management of undesired situations. The Management Board<br />

monitors the development of business activities by means of regular meetings with the <strong>Wegener</strong> Management<br />

Team, supported by periodic management <strong>report</strong>s.<br />

Control activities<br />

A number of group activities are aimed specifically at risk management, information provision and <strong>report</strong>ing.<br />

Central to this is a structured planning and control process which is set forth in the finance & control manual.<br />

The planning and control cycle consists of a strategic plan drawn up annually, which includes a medium-term<br />

prognosis and an annual budget, and which is amplified by periodic projections of annual financial results and a<br />

monthly financial and management <strong>report</strong>. These <strong>report</strong>s are assessed and discussed by the Management<br />

Board and the management team.<br />

The reliability of the information flows is assured through an efficient administrative structure that requires all<br />

important procedures to be documented in writing. Internal control measures are also anchored in the<br />

operating processes. Disaster plans have been established for specific operating processes, primarily printing<br />

operations and ICT functions. An appraisal of the effectiveness of the administrative organisation and the<br />

procedures to assure continuity of the information systems to the extent they are used in drawing up the annual<br />

accounts forms a major and integral element of the annual detailed review by the external auditors. The external<br />

auditors <strong>report</strong> their findings and discuss them with the Management Board and the Supervisory Board on an


Report of the Management Board (Risk management)<br />

annual basis. Along with this, external and internal (Mecom internal audit) experts conduct operational and EDP<br />

audit investigations on a regular basis.<br />

Evaluation of risk management and control systems<br />

The status of the risk management and control systems is evaluated using the COSO-II framework as a<br />

guideline, and findings are discussed within the Management Board and with the Supervisory Board.<br />

On the basis of this evaluation, the Management Board believes that the risk management and control system<br />

gives reasonable certainty concerning the following matters:<br />

> there is systematic assurance of the manner in which strategic, operational and financial goals are achieved;<br />

> the financial <strong>report</strong>ing for <strong>2010</strong> does not contain inaccuracies of material importance;<br />

> the risk management and control systems functioned properly during <strong>2010</strong> and there are no indications that<br />

these systems will not function properly in the coming year; and,<br />

> there is compliance with applicable legislation and regulations.<br />

No matter how well the group’s risk management and control systems may be structured, they cannot offer<br />

absolute certainty that the company’s objectives will always be faithfully achieved. When it makes decisions,<br />

the group’s management is therefore mindful of the following factors:<br />

> there can be human errors of judgment;<br />

> cost/benefit considerations are always an aspect of accepting risks and applying control measures;<br />

> people can make simple mistakes or errors of judgment that have huge consequences;<br />

> executives could conspire to circumvent internal control measures; and,<br />

> the management of a group unit may, even temporarily, ignore the obligations it has agreed with the<br />

Management Board.<br />

25


26 Report of the Management Board<br />

Outlook for 2011<br />

Given the current economic situation, it is impossible to make any definite forecasts regarding advertising sales<br />

and hence the company’s operating result in 2011. Various signs seem to indicate a moderate economic<br />

recovery, but this appears to be largely due to exports. The domestic market has not yet started to recover,<br />

which will again affect <strong>Wegener</strong>'s advertising sales in 2011. The costs of newsprint will also rise. Partly resulting<br />

from the reorganisations implemented and ongoing cost-saving measures the costs will be lower.<br />

Investments will amount to approximately EUR 11 million in 2011.<br />

Average staffing levels in 2011 are expected to be about the same as those in <strong>2010</strong>.<br />

The net debt position depends, of course, on how the result will develop. The level of the net debt position at<br />

the end of 2011 will also be determined by the above-mentioned investment level. In 2011, an estimated<br />

EUR 8 million will have to be paid in reorganisation expenses (to be debited from the provision created for this<br />

purpose at the end of <strong>2010</strong>). No changes are expected in 2011 with regard to the financing arrangement as at<br />

the end of <strong>2010</strong>.


Developments by activity<br />

Daily newspapers<br />

Ownership ratios in the Dutch daily newspaper market barely changed in <strong>2010</strong>. In September, Egeria acquired<br />

the remaining shares in Lux Media, the publisher of NRC Handelsblad and nrc.next, from co-owner and TV station<br />

‘Het Gesprek’. The table below shows the new ratios in the Dutch daily newspaper market with respect to paid<br />

daily newspapers, based on the latest data (Q3 <strong>2010</strong>) from the HOI, Het Oplage Instituut (Institute for<br />

Media Auditing).<br />

Paid circulation of daily newspapers<br />

All paid daily newspapers<br />

Q3-<strong>2010</strong><br />

abs<br />

Q3-2009<br />

abs Change<br />

Report of the Management Board<br />

Market share<br />

Q3-<strong>2010</strong><br />

<strong>Wegener</strong> daily newspapers 728,531 747,000 (2.5%) 23.4%<br />

MGL 160,191 165,152 (3.0%) 5.1%<br />

Mecom total 888,722 912,152 (2.6%) 28.5%<br />

Telegraaf MediaGroep 822,953 817,760 0.6% 26.4%<br />

Persgroep Nederland 727,986 705,765 3.1% 23.4%<br />

Lux Media 250,303 246,568 1.5% 8.0%<br />

NDC 203,116 210,712 (3.6%) 6.5%<br />

Other paid daily newspapers 220,515 228,882 (3.7%) 7.1%<br />

All paid daily newspapers 3,113,595 3,121,839 (0.3%) 100.0%<br />

All regional paid daily newspapers 1,395,065 1,433,195 (2.7%) 44.8%<br />

All national paid daily newspapers 1,718,530 1,688,644 1.8% 55.2%<br />

Source: HOI (Het Oplage Instituut)<br />

Surprisingly, national daily newspapers performed better than their regional counterparts: +1.8% versus -2.7%.<br />

The paid circulation of Persgroep Nederland’s daily newspapers rose the most in the Q3 <strong>2010</strong> compared to the<br />

same quarter in 2009 (+3.1%), thanks in part to intensive marketing campaigns. Also, De Telegraaf and nrc.next<br />

saw their paid circulation rise. It is not yet clear if the rise of the circulation of the national daily newspapers is<br />

structural or just incidentally caused by marketing campaigns. The regional daily newspapers, on the other<br />

hand, lost ground. The biggest losers were the northern NDC daily newspapers.<br />

The Mecom Group, of which <strong>Wegener</strong> is part, is market leader with a 28.5% market share in paid circulation,<br />

immediately followed by the Telegraaf Media Groep with 26.4% and Persgroep Nederland with 23.4%.<br />

There are three players active in the free daily newspaper market, namely Metro, Sp!ts and Dagblad De Pers.<br />

Metro and Spits reduced their circulation in the third quarter of <strong>2010</strong>, partly because of declining advertising<br />

income. Only Dagblad De Pers increased its circulation, for which <strong>Wegener</strong> is responsible. The table below<br />

shows the ratios.<br />

27


28 Report of the Management Board (Developments by activity)<br />

Circulation of free daily newspapers<br />

Titles<br />

Q3-<strong>2010</strong><br />

abs<br />

Q3-2009<br />

abs Change<br />

Market share<br />

Q3-<strong>2010</strong><br />

Metro 453,279 462,384 (2.0%) 45.7%<br />

Sp!ts 309,513 343,131 (9.8%) 31.2%<br />

Dagblad De Pers 228,085 158,865 43.6% 23.1%<br />

Total 990,877 964,380 2.7% 100.0%<br />

Source: HOI (Het Oplage Instituut)<br />

The table below displays the developments in circulation of the <strong>Wegener</strong> daily newspapers for each title. This<br />

data reflects the averages for all of <strong>2010</strong> and comes from an internal source.<br />

Average paid circulation<br />

<strong>Wegener</strong> Daily newspapers <strong>2010</strong> 2009 Change<br />

De Twentsche Courant Tubantia 107,976 109,390 (1,3%)<br />

de Stentor 121,553 124,329 (2,2%)<br />

De Gelderlander 139,669 142,859 (2,2%)<br />

BN/DeStem 103,956 106,513 (2,4%)<br />

PZC 50,276 51,046 (1,5%)<br />

Eindhovens Dagblad 100,348 102,449 (2,1%)<br />

Brabants Dagblad 120,287 122,860 (2,1%)<br />

<strong>Wegener</strong> daily newspapers 744,065 759,446 (2,0%)<br />

Source: Internal <strong>Wegener</strong> data<br />

The average paid circulation of the <strong>Wegener</strong> daily newspapers dropped in <strong>2010</strong> by 2.0% compared to 2009. As a<br />

result of the increase in subscription rates, circulation revenue rose by 1.9%.<br />

In <strong>2010</strong>, the advertising market did not recover from the poor year of 2009. The effects of the economic crisis<br />

continued to make themselves fully felt in <strong>2010</strong>, despite signs of economic recovery in the second half of the<br />

year under review. This recovery, however, was largely due to an upturn in exports. Domestic production lagged<br />

behind, particularly as a result of a lack of consumer confidence. This indicator remained low throughout the<br />

year as a result of a cabinet crisis, a lengthy cabinet formation period, rumours about severe government<br />

cut-backs and a euro crisis. Records on advertising figures in daily newspapers in the Netherlands<br />

(source: Nielsen Media Research) show that advertising in all daily newspapers dropped overall by 3%<br />

compared to 2009, which is chiefly accounted for by recruitment advertising. According to the same source,<br />

the number of recruitment advertisements in daily newspapers fell by more than 19% in <strong>2010</strong>.<br />

The declining market also forced down advertising rates even more. In an attempt to persuade advertisers to<br />

buy advertising space, various publishers offered additionally high discounts. <strong>Wegener</strong> daily newspapers overall<br />

advertising revenue dropped by 8%.<br />

in WONEN & TUINEN<br />

Kaddafi,<br />

geliefd<br />

en gehaat<br />

Buiig<br />

Temp: 10<br />

WOENSDAG 31 maart <strong>2010</strong> | Dagblad voor Zuidwest-Nederland, 149e jaargang | www.bndestem.nl | Prijs: € 1,50 zaterdag € 2,20 | Editie: BREDA<br />

VOETBAL ACADEMIE BRABANT NAC trekt zich terug, Willem II en RKC gaan samen verder<br />

Politie spreekt<br />

gewonde oom<br />

NAC bezwijkt onder druk fans Frans Bauer<br />

door Wim van den Broek<br />

termiddag naar buiten, tot vreug- RKC de intentie hadden om vanaf gezorgd heeft, dat het proces ten<br />

de van een groot deel van de komend seizoen gezamenlijk een aanzien van de definitieve planvor- FIJNAART – De politie heeft giste-<br />

geel/zwarte aanhang. Die meent jeugdopleiding te beginnen. In dit ming nu niet in alle rust verder ren Giel de Krom gehoord, de<br />

dat de huidige directie steeds na- plan zouden de hoogste jeugdelf- kan gaan. We kunnen niet anders man van de tante van Frans Bauer<br />

drukkelijker de Bredase clubcultallen in Tilburg gaan voetballen besluiten dan het proces te stop- die maandagavond dood in haar<br />

tuur de nek omdraait.<br />

onder de naam Voetbal Academie pen.’<br />

woonwagen in Fijnaart is gevon-<br />

„We zijn blij dat dit onzalige plan Brabant (VAB). Verschillende NAC-trainer Robert Maaskant den. De toestand van de 59-jarige<br />

door Dennis van Bergen<br />

is teruggedraaid”, liet voorzitter bronnen bij de drie clubs hadden deelt de vreugde van de NAC-fans man is stabiel. Hij ligt in een zie-<br />

Sjoerd van Fessem van de Club- dit off the record bevestigd. bepaald niet: „Met de VAB hadkenhuis in Rotterdam.<br />

BREDA – De ‘ontstane commotie’ raad, het officiële adviesorgaan Hoewel de Bredase club het voorden we tegenwicht kunnen bie- Over zijn verklaring doet de poli-<br />

bij de achterban van NAC heeft er- van de club, weten. Hij wil snel tijdig uitlekken van de plannen den aan de opleidingen van PSV tie geen mededelingen, evenmin<br />

toe geleid dat de Bredase club er met NAC in gesprek, omdat de hardop betreurde, bevestigde NAC en Feyenoord.”<br />

over de doodsoorzaak van de<br />

van afziet gezamenlijk met Wil- niet vooraf ingelichte Clubraad het nieuws diezelfde vrijdagavond NAC bekijkt nu hoe het verder vrouw en de verwondingen van<br />

lem II en RKC een regionaal oplei- zich gepasseerd voelt.<br />

op de eigen site. Gisteren stelde moet met de jeugdopleiding. De Krom. De exacte toedracht van<br />

dingscentrum te vormen.<br />

Vrijdag jl. publiceerde BN De Stem NAC dat de eerder genoemde pu- pagina’s 32/33<br />

het geweldsdelict is nog onduide-<br />

Dat bericht bracht de directie gis- het bericht dat NAC, Willem II en blicatie ‘voor zulke heftige reacties videobeelden op bndestem.nl lijk. De politie bekijkt of er sprake<br />

is van ‘moord, poging tot zelfmoord<br />

of een combinatie daarvan’.<br />

Het technisch onderzoek in<br />

de woonwagen werd gisteren rond<br />

14.00 uur afgerond. Daarna was<br />

De echte robofridge komt uit Breda<br />

het kamp weer voor iedereen toegankelijk.<br />

Beide slachtoffers werden maandagavond<br />

kort na zes uur gevonden<br />

in hun woonwagen, naast die<br />

van de ouders van Frans Bauer op<br />

het kampje aan de Molenstraat.<br />

Op het lichaam van de overleden<br />

vrouw wordt vandaag sectie verricht.<br />

Frans Bauer heeft alle optredens<br />

tot 10 april geannuleerd.<br />

pagina’s 30/31<br />

videobeelden op bndestem.nl<br />

Computerstoring<br />

treft artsen<br />

en apothekers<br />

BREDA – Huisartsenpraktijken op<br />

verschillende plekken in de regio<br />

moesten gisterochtend noodgedwongen<br />

sluiten als gevolg van een<br />

grote computerstoring.<br />

Daardoor konden artsen, maar ook<br />

apothekers en fysiotherapeuten<br />

niet in hun computersystemen. Zij<br />

konden zodoende niet de status<br />

van hun patiënten nakijken of<br />

medicijnen controleren.<br />

Om één uur ’s middags was de<br />

storing verholpen.<br />

De vermoedelijke oorzaak is een<br />

kabelbreuk of storing in het<br />

KPN-netwerk ergens in de buurt<br />

van Apeldoorn, waar een groot<br />

datacentrum zit.<br />

Friet eten in het studentenhuis en de robofridge brengt een biertje. Vlnr. Lonneke Boot, Han Murraij, Mike van Bruggen, Rolf Lettinga, Jacco Haagh en pagina’s 2/3<br />

Geert Zebregts. foto René Schotanus/het fotoburo<br />

IJskoud de beste<br />

door Edine Wijnands<br />

ren door de reclame van Hei- we het ding geprogrammeerd had- hè”, vinden de vier.<br />

neken. Daarin wandelt een ‘walden, zodat hij zelf kon bewegen. Deze eerste versie kan twaalf blik-<br />

BREDA – Hij weegt zeventig kilo, king fridge’ naar bierdrinkers toe. Maar dat vonden we niet leuk. We jes herbergen. „Hij vult zichzelf<br />

komt op commando op je afrij- „Maar dat ding is een computerani- zagen de reclame en dachten: dat nog niet, dat is jammer. Dat moe- Word ook abonnee!<br />

den, opent zelf zijn koelkastdeurmatie”, weten de studenten in Bre- doen we!”<br />

ten we nog verbeteren.” Avans laat Zie bon op pagina 2 of<br />

tje en pakt er een biertje voor je da. „Die van ons bestaat en werkt De mobiele koelkast is uitgerust het ding rondrijden tijdens de<br />

bel 088 - 013 99 20<br />

uit: de robofridge van de vier echt.” Ze maakten hem voor een met sensoren, zodat hij nergens open dag op 10 april. Tot die tijd<br />

Avans-studenten Jacco Haagh, studie-opdracht. „We kregen een tegenaan loopt. Als je er met een hebben de studenten er veel lol<br />

Rolf Lettinga, Geert Zebregts en kistje met elektronica, met de op- groene bal naar zwaait, reageert aan. En dan? „Hij zou ideaal zijn<br />

Mike van Bruggen.<br />

dracht: doe er wat mee”, vertellen hij en komt op je af. Een druk op voor het komende WK voetbal.”<br />

De studenten lieten zich inspire- ze. „Het was genoeg geweest als de knop en hij geeft bier. „Ideaal videobeelden op bndestem.nl<br />

0 ✔ Woekeren met ruimte<br />

✔ De Opruiming<br />

C<br />

✔ Plofbank of relaxfauteuil<br />

Wind: Z5 ✔ Mooie tuin op een kleine plek<br />

10/11<br />

� Fusieplannen jeugdopleidingen<br />

clubs van de baan.<br />

� Bredase aanhang opgelucht.<br />

� NAC-coach Robert Maaskant<br />

baalt van afblazen project.<br />

ma-vr


Report of the Management Board (Developments by activity)<br />

Given the various developments in the advertising segments of the <strong>Wegener</strong> daily newspapers, the relative<br />

shares in revenue changed as well. The division for <strong>2010</strong> is as follows:<br />

The largest segment is Local<br />

Brands & Services, with a 35% share in<br />

advertising revenue (2009: 46%).<br />

The revenue share of National Brands &<br />

Services dropped from 22% in 2009 to<br />

18% in <strong>2010</strong>. The recruitment<br />

advertisements share fell to 15%<br />

(last year 17%).<br />

Classified 2%<br />

Travel 6%<br />

Motors 6%<br />

Property 6%<br />

Announcements 12%<br />

Recruitment 15%<br />

Brands & Services<br />

Local 35%<br />

Brands & Services<br />

National 18%<br />

Based on the Nielsen Media Research<br />

forecast of a net expenditure of EUR 588 million on advertising in daily newspapers in <strong>2010</strong>, the <strong>Wegener</strong> daily<br />

newspapers jointly achieved a 20% market share, which is the same as last year.<br />

In <strong>2010</strong>, <strong>Wegener</strong> made great headway with sales of products and services to consumers (Enterprises).<br />

The regional daily newspaper web shops were completely revamped and an online shop was opened for<br />

De Weekkrant.nl. E-marketing and ‘search engine optimisation’ were improved and Enterprises revenue in<br />

<strong>2010</strong> rose.<br />

The management in charge of the seven <strong>Wegener</strong> daily newspapers responded in <strong>2010</strong> to the ongoing poor<br />

economic conditions by implementing strict cost control, achieving cost savings in all categories.<br />

In late 2009, <strong>Wegener</strong> announced its plans to end its participation in Nationale Regiopers CV (NRp) as of the<br />

end of <strong>2010</strong>. The NRp is the regional daily newspaper publishers’ sales organisation for national advertisers.<br />

Established in 1998, the NRp is a joint initiative of the regional daily newspaper publishers. <strong>Wegener</strong> took this<br />

step to be better able to realise its cross-media ambitions in the national advertising market, using the year<br />

<strong>2010</strong> to pave the way for the national sale of daily newspapers. As of 1 January 2011, <strong>Wegener</strong> integrated the<br />

sale of national advertisements for its regional daily newspapers and websites into its existing National Sales<br />

& Marketing department for <strong>Wegener</strong> Media’s free local papers in Houten, thus creating a cross-media sales<br />

department.<br />

To better respond to consumer demand for video information, <strong>Wegener</strong>’s three Brabant-based daily<br />

newspapers sought to collaborate with Omroep Brabant broadcasting corporation in <strong>2010</strong>. By collaborating in a<br />

regional media centre, both parties hope to bolster their position in the regional media market. Complex media<br />

legislation has thus far made extensive cooperation impossible. A similar initiative was launched in Twente.<br />

In October <strong>2010</strong>, De Twentsche Courant Tubantia presented a new format, a notable feature of which is that the<br />

paper is divided into two parts, namely the regional section and the section covering national and international<br />

news. The editors buy the latter section ready-made from the central <strong>Wegener</strong> editorial board, enabling the<br />

editors of De Twentsche Courant Tubantia to focus entirely on the region and thus improve the quality of the<br />

regional section. Both readers and advertisers responded enthusiastically to this change.<br />

In the year under review, Brabants Dagblad worked on transforming the Tilburg edition into a cross-media city<br />

platform, featuring printed products in various shapes and sizes, as well as digital products. The project was still<br />

ongoing at the end of <strong>2010</strong>.<br />

In the second half of <strong>2010</strong>, two groups of twenty Journalism students from Fontys University of Applied Sciences<br />

joined the editorial boards of the Brabants Dagblad and Eindhovens Dagblad respectively as an experiment.<br />

As part of their training, they worked with journalists of the papers on practical assignments and theory.<br />

29


30 Report of the Management Board (Developments by activity)<br />

The placement lasted three months and Fontys provided<br />

on-site instruction. Journalists and readers alike were<br />

welcome to join the lectures. This collaborative venture was<br />

mutually beneficial: the students received training in an<br />

innovative manner and the editorial boards learned a great<br />

deal about new media and how to use them.<br />

At the end of <strong>2010</strong>, <strong>Wegener</strong>, the Telegraaf Media Groep (TMG) and the NDC Mediagroep (NDC)<br />

started working together on a distribution model for the joint distribution of daily newspapers to<br />

subscribers and single copy sales points. Under this new model, TMG’s delivery activities<br />

regarding De Telegraaf will be integrated with those of <strong>Wegener</strong> and NDC, respectively, in those<br />

areas where <strong>Wegener</strong> and NDC distribute their regional morning newspapers. <strong>Wegener</strong> and NDC,<br />

respectively, will also be responsible for transporting the free daily newspaper Sp!ts to the<br />

distribution points in those areas. The purpose of this joint venture is to decrease the relevant<br />

daily newspapers’ distributions costs while delivering the same level of quality. The results from<br />

the pilot areas are positive.<br />

Dagblad De Pers<br />

In 2009, <strong>Wegener</strong> entered into a long-term agreement with Mountain Media, entitling it to sell<br />

advertisements in the free daily newspaper Dagblad De Pers in the Netherlands. <strong>Wegener</strong> pays<br />

the publisher of Dagblad De Pers an annual fee for this right. In early <strong>2010</strong>, circulation was<br />

increased to 250,000. Research revealed a great demand from advertisers to establish<br />

distribution points in the larger areas outside the Randstad conurbation. <strong>Wegener</strong> also took over<br />

the ‘Depers.nl’ website in <strong>2010</strong>.<br />

The actual revenue of Dagblad De Pers was significantly lower than management had previously<br />

expected, meaning that <strong>Wegener</strong> will most likely incur a loss during the term of this agreement.<br />

<strong>Wegener</strong> aims to minimise this loss by exercising its contractual rights to revise the publishing<br />

model of Dagblad De Pers. Nevertheless, <strong>Wegener</strong> recognised exceptional items of EUR 63 million<br />

as of 31 December <strong>2010</strong> (approximately EUR 47 million after tax). Of the EUR 63 million,<br />

EUR 48 million relates to the current value of expected future net losses over the next 11 years of<br />

the agreement. The remaining EUR 15 million relates to the impairment of the publishing rights.<br />

Free door-to-door newspapers<br />

In <strong>2010</strong>, the market for free door-to-door newspapers was adversely affected by the persistent poor<br />

economic climate and many free door-to-door newspaper publishers had a hard time. <strong>Wegener</strong> is<br />

the absolute leader in this market, with the Telegraaf Media Groep in a distant second place.<br />

Based on the Nielsen Media Research forecast of a net expenditure of EUR 579 million on<br />

advertising in free local papers (only the major publishers were included) in <strong>2010</strong>, the <strong>Wegener</strong><br />

free local papers jointly achieved a 25% market share in the advertising market, which is slightly<br />

less than last year.<br />

The distribution of<br />

advertising revenue<br />

according to the<br />

various segments for<br />

<strong>2010</strong> is as follows:<br />

Property 12%<br />

Recruitment 5%<br />

Motors 9%<br />

Travel 3%<br />

Announcements 1%<br />

Classifieds 1%<br />

1<br />

2<br />

15<br />

14<br />

3<br />

10 9<br />

11<br />

5<br />

4 7<br />

8<br />

16<br />

13<br />

12<br />

Brands & Services 69%<br />

6<br />

20 Augustus 2008 • NUMMER 34<br />

WWW.ALMEREDEZEWEEK.NL • OPLAGE: 79.822 TEL (036) 5300765<br />

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tot 21.00 uur een ‘Gesprek met de<br />

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en Almeerse jeugd kunnen deze avond<br />

op een ontspannen manier met elkaar<br />

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de politie Sven van der Burg: “Het<br />

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Vrijwilligers gezocht voor onze school in Almere! is echt een avond voor de Almeerse<br />

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het de bedoeling dat er in alle open- er samen met andere partijen wordt nen jongeren zien waar de agenten<br />

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Ook spoedcursus theorie


With a 69% share, Brands & Services is the largest segment. Revenue from national advertisers<br />

amounted to 32% of the total advertising revenue of <strong>Wegener</strong>’s free door-to-door newspapers.<br />

In January <strong>2010</strong>, the ‘De Weekkrant Limburg’ was introduced in the province of Limburg. In<br />

March, two new papers were launched in Amsterdam and environs: ‘De Weekkrant Amstelveen’<br />

and ‘De Weekkrant Amsterdam’. For the remaining areas, <strong>Wegener</strong> has joint ventures with<br />

external publishers and, as such, has achieved the strategic aim of nation-wide coverage in<br />

<strong>2010</strong>.<br />

The portfolio was adjusted in a number of places partly because of the disappointing revenues<br />

of the various titles. Titles were taken off the market, merged with other titles or their publishing<br />

frequency reduced.<br />

In <strong>2010</strong>, another wide-scale study into the reach of the door-to-door newspapers in the<br />

Netherlands was carried out by <strong>Wegener</strong> order, designed to yield selling points that can be used<br />

in the sale of advertising space. The results of this study will become available in Spring of 2011.<br />

Digital<br />

The Netherlands has an advanced infrastructure for internet applications. Although this is an<br />

advantage, it also means that there are many competitors.<br />

Based on the Nielsen Media Research forecast of a net expenditure of EUR 588 million on online<br />

brands & services and classified ads in <strong>2010</strong>, the <strong>Wegener</strong> internet activities jointly achieved a<br />

5% market share.<br />

In <strong>2010</strong>, <strong>Wegener</strong> worked zealously to implement its strategic plan for digital and online<br />

development. Several existing websites were revamped to good effect. In addition, a great many<br />

new initiatives were developed and launched, including ‘De grootste etalage van Nederland’,<br />

‘Maakmedia’ and ‘Sweetdeal’ (to be introduced in early 2011). There were also innumerable<br />

regional and local online initiatives.<br />

<strong>Wegener</strong> entered into an agreement with the NOS on the use of videos on <strong>Wegener</strong> news sites.<br />

Improved content, more references from the printed media and many special campaigns<br />

generated a 39% increase in unique visitors between December 2009 and December <strong>2010</strong>.<br />

The joint website of the free local papers ‘deweekkrant.nl’ also showed an increase in the<br />

monthly number of unique visitors (+52%), contributing to an increase in revenue from the news<br />

sites. Moreover, revenue increased, particularly from national customers, as a result of offering<br />

the entire <strong>Wegener</strong> online network.<br />

In <strong>2010</strong>, AutoTrack.nl introduced a new platform, enhancing both the speed and success rate of<br />

searches for new and used cars. After a brief adjustment period, the new website was more<br />

highly rated by advertisers and visitors alike. AutoTrack also benefited from the collaboration with<br />

the ANWB, which materialised in <strong>2010</strong>.<br />

JobTrack.nl had a difficult year because of the economic decline, although revenue picked up<br />

somewhat in the second half of <strong>2010</strong>. According to Nielsen, the overall number of recruitment<br />

adverts placed online fell by 12%. The CareerID start-up was discontinued due to disappointing<br />

results.<br />

Report of the Management Board (Developments by activity)<br />

De zorgvuldige autosite.<br />

de grootste regionale businessclub<br />

31


32 Report of the Management Board (Developments by activity)<br />

Printing<br />

In <strong>2010</strong>, the <strong>Wegener</strong> printing plants had a hard time generating revenue. There were three printing plants in the<br />

group throughout the year, having sold one in The Hague and closing one down in Nijmegen, both in 2009. Partly<br />

due to the sale of AD NieuwsMedia in 2009, external revenue in <strong>2010</strong> was lower than in the year before. In<br />

addition, a number of external contracts were not renewed or lower volumes printed as a result of a reduction in<br />

the number of advertisement pages. In total, autonomous external revenue dropped by 22% in <strong>2010</strong> compared<br />

to 2009.<br />

Internal revenue also fell, particularly as a result of the decision of daily newspaper publishers to stop printing<br />

specials separately and expand editions, reducing the need for edition changes. Internal revenue from free<br />

door-to-door newspapers increased slightly as a result of the introduction of new free door-to-door newspapers<br />

and part of PLM’s order portfolio. In <strong>2010</strong>, part of the Dagblad De Pers was also printed on <strong>Wegener</strong>’s printing<br />

presses.<br />

In <strong>2010</strong>, two printing plants were awarded the IFRA Quality Award, thereby joining the ‘International Newspaper<br />

Color Quality Club’.<br />

The revenue decrease at <strong>Wegener</strong> NieuwsDruk is mainly compensated with achieved cost savings in <strong>2010</strong>, on<br />

the one hand due to divesting two printing plants and on the other hand making efficiency improvements. The<br />

number of FTEs strongly reduced.<br />

Personnel & Organisation<br />

Organisational development<br />

In the first half of <strong>2010</strong>, the finishing touches were made to the Delta reorganisation programme. As of<br />

1 January <strong>2010</strong>, all publishing activities were combined under one publisher, <strong>Wegener</strong> Media. The front offices<br />

(editorial and sales) remained separated according to type of medium, while the administrative departments<br />

were centralised in the back offices. Besides achieving cost benefits, this allowed the administrative<br />

departments to improve their services by leveraging economies of scale. The reorganisation was a prelude to<br />

the publisher’s transformation into a cross-media content business. In mid-<strong>2010</strong>, the next stage of this<br />

development process began. Task forces were formed at various levels of the company to prepare, initiate and<br />

complete the transformation. However, the transformation was temporarily put on hold due to the managerial<br />

problems ensuing from the former CEO’s departure in the final quarter of <strong>2010</strong>. In early 2011, the newly<br />

appointed CEO resumed the process with great zeal.<br />

Since <strong>Wegener</strong> had given notice of terminating its participation (as per 1 January 2011) in the NRp – the regional<br />

daily newspapers’ joint advertising sales organisation in the national market – at the end of 2009, the year<br />

under review was used to set up an in-house national daily newspaper sales department. This activity was<br />

assigned to the existing National Sales & Marketing department for the free door-to-door newspapers in<br />

Houten.<br />

In conjunction with Mecom developments, a large-scale study into an improved ICT service organisation was<br />

conducted in <strong>2010</strong>. In the second half of the financial year, <strong>Wegener</strong> was actively involved in this process, which<br />

helped prevent decisions that would entail unacceptable business risks for <strong>Wegener</strong>. At the end of <strong>2010</strong>, a plan<br />

was submitted for outsourcing part of the ICT services, which will impact the <strong>Wegener</strong> ICT department. The<br />

decision-making process at <strong>Wegener</strong>, including advice from the representative consultative platform, will be<br />

completed in the first few months of 2011, after which implementation will get underway in mid-2011.<br />

To improve internal communication, a new <strong>Wegener</strong>-wide intranet called ‘WiM’ was launched in March <strong>2010</strong>.<br />

Departments and staff can profile themselves on this platform, encouraging internal communication. Moreover,<br />

it offers improved access to all internal and external regulations.


Report of the Management Board (Developments by activity)<br />

Personnel development<br />

<strong>Wegener</strong> employed a restrictive staff acquisition policy, particularly to safeguard the jobs of existing staff that<br />

may be at risk. This means that vacancies were filled internally wherever possible, using a weekly updated list of<br />

vacant positions. Of all vacancies originating in <strong>2010</strong>, 18% were filled internally. Other vacancies were filled by<br />

external candidates, using the readership base of <strong>Wegener</strong>’s own titles and sites.<br />

This staff acquisition policy, the above-mentioned organisational changes and the various efficiency measures<br />

resulted in job losses in <strong>2010</strong>. All in all, <strong>Wegener</strong>’s staff changes were as follows:<br />

Staff development in FTE End of <strong>2010</strong> End of 2009<br />

Change<br />

abs %<br />

<strong>Wegener</strong> Media<br />

- daily newspapers 1,054 1,459 (405) (27.8%)<br />

- free door-to-door newspapers 521 883 (362) (41.0%)<br />

- back offices 833 163 670 411.0%<br />

<strong>Wegener</strong> MediaVentions 64 75 (11) (14.7%)<br />

<strong>Wegener</strong> NieuwsDruk 391 408 (17) (4.2%)<br />

Dagblad De Pers 5 - 5 -<br />

<strong>Wegener</strong> Total 2,868 2,988 (120) (4.0%)<br />

In total, the number of jobs on FTE basis was reduced by 120 (4.0%) in <strong>2010</strong>. Due to the Delta reorganisation,<br />

the back office operations of the various divisions were combined, as a result of which their FTE figures cannot<br />

be compared.<br />

Staff policy development<br />

<strong>2010</strong> was characterised by actual structuring of the development-oriented personnel policy outlined in 2009.<br />

The main focal points in <strong>2010</strong> were:<br />

1. The introduction of an online career site<br />

2. The implementation of the <strong>Wegener</strong> Academy throughout the <strong>Wegener</strong> organisation<br />

3. The development of a <strong>Wegener</strong> HR cycle<br />

Re 1) Career<br />

As a spin-off of the development-oriented personnel policy devised in 2009, a digital mobility centre developed<br />

in-house called ‘WiL’ (<strong>Wegener</strong> intra Loopbaan [career]) was introduced on 31 May <strong>2010</strong>. It is only one of the tools<br />

that is being used to encourage staff to actively work on their ongoing employability. All staff are awarded a<br />

personal career budget that is made available on WiL through the Loopbaanwinkel (Career Shop). In <strong>2010</strong>, over<br />

1,700 employees signed up. The Career Shop has sold 700 products, including courses for the digital world, and<br />

social media as well as language training programmes.<br />

Re 2) <strong>Wegener</strong> Academy<br />

All of <strong>Wegener</strong>’s training activities are centred at the <strong>Wegener</strong> Academy. Approximately 80% of staff took a<br />

course in <strong>2010</strong>. The year <strong>2010</strong> was mostly characterised by developing expertise and skills in the area of digital<br />

and online publishing. Customised training programmes were developed and carried out for both editorial and<br />

commercial positions. For example, in <strong>2010</strong>, the Academy developed an online sales training programme under<br />

the name ‘Crossing Borders’, which will be rolled out in the beginning of 2011. Two programmes were organised<br />

for the management target group: a leadership programme designed to support the process of transforming<br />

from a print to a content organisation and a knowledge-oriented Business Case Management programme to<br />

support decision-making on investment matters.<br />

33


34 Report of the Management Board (Developments by activity)<br />

Re 3) <strong>Wegener</strong> HR cycle<br />

In <strong>2010</strong>, the Central Works Council (COR) approved the implementation of a new <strong>Wegener</strong> HR cycle. During this<br />

cycle, performance interviews about the development within the current job, but even so about future<br />

possibilities will be held on average twice a year with all staff (and managers). After obtaining approval from the<br />

COR, P&O started preparing the cycle’s implementation, which is scheduled for 2011.<br />

Welfare policy<br />

The policy of ensuring, together with the Achmea Vitale occupational health and safety service, that health and<br />

safety care remains focused on prevention was continued in <strong>2010</strong>.<br />

Sick leave, excluding maternity leave, dropped<br />

to 4.45% compared to 2009 (4.9%). This<br />

improvement was due in part to additional<br />

attention being paid to prevention policy and<br />

the intensive supervision of sick employees,<br />

both by management and the occupational<br />

health and safety service. The decline in sick<br />

leave was notable also because it occurred in a<br />

period of reorganisation and uncertainty for<br />

many employees.<br />

Average annual absences due to illness, excluding maternity leave<br />

8<br />

7<br />

6<br />

5<br />

4<br />

2001<br />

Terms of employment and collective labour agreements<br />

Following the start of negotiations on these issues in 2009, the employers and trade unions reached<br />

agreement in February <strong>2010</strong> on a separate collective labour agreement (CLA) for administrative staff of the daily<br />

newspaper business (CLA for the daily newspaper publishing sector). The Grafimedia CLA remained effective as<br />

the CLA for technical staff. As a result, four important CLAs were in effect at <strong>Wegener</strong> in the year under review.<br />

1. CLA for Daily Newspaper Journalists<br />

At the end of January <strong>2010</strong>, an agreement in principle was reached with the Dutch Union of Journalists<br />

(NVJ) on a new CLA effective until 31 December <strong>2010</strong>. This agreement in principle was approved in early<br />

April. The key element of the new CLA for daily newspaper journalists was the fact that salaries were not<br />

increased collectively in <strong>2010</strong>. The daily newspaper journalists did, however, receive a 1.4% benefit, as<br />

the employee’s premium for the early retirement transitional scheme (1.4%) would be paid by the employer<br />

in <strong>2010</strong>. The arrangements regarding work experience places for young journalists were also continued<br />

in the new CLA. Preparations for negotiations on a new CLA started in early 2011.<br />

2. Grafimedia CLA<br />

The new Grafimedia CLA came into effect on 1 February <strong>2010</strong> and will remain effective until 1 February<br />

2012. During the term of the CLA, the agreed fixed gross salaries will be increased by 0.5% as of 1 July<br />

2011 and by 0.5% as of 1 January 2012. It has been agreed that during the term of this CLA, the employer<br />

will spend 2% of the gross pay on employee training and instruction. Local agreements will be made<br />

about the distribution among individual staff. In addition, arrangements have been made about training<br />

during working hours and receiving a lump-sum diploma bonus for passing the final exam. Maintaining<br />

the definition of a normal average working week of 36 hours, options and conditions have been agreed<br />

for hours designated by the employer as hours worked less than or in excess of the 36-hour average in<br />

certain weeks.<br />

Given the actual and expected developments in the area of pensions, the CLA parties deem a study of<br />

the future-proofness of the pension scheme advisable. The Board of Consultation for the Grafimedia<br />

Sector will formulate the terms of reference for this study.<br />

2002<br />

2003<br />

2004<br />

2005<br />

2006<br />

2007<br />

2008<br />

2009<br />

<strong>2010</strong>


Report of the Management Board (Developments by activity)<br />

3. CLA for the Daily Newspaper Business<br />

On completing the negotiations between the CLA parties, the associated communication of trade unions<br />

and employers with their members and employees respectively, and further preparations, the new CLA<br />

for the daily newspaper publishing business came into effect on 1 February <strong>2010</strong>. In September <strong>2010</strong>,<br />

subsequent CLA negotiations resulted in the first agreement within this new framework.<br />

This CLA is effective from 1 February <strong>2010</strong> to 31 December 2011. With regard to remuneration, a lump-sum<br />

gross payment of EUR 250 as of 1 December <strong>2010</strong> (full-time employment) has been agreed for all staff<br />

governed by this CLA, as well as a permanent 1.0% salary increase effective as of 1 July 2011. In the year<br />

2011, the employer will make at least 1.0% of the gross pay (for staff governed by this CLA) available for<br />

employee training. In addition, it has been agreed that as of 1 January 2011, the employer and employee<br />

can deviate from the normal 36-hour working week with mutual consent and agree on a longer working<br />

week of up to 40 hours. In addition, agreements have been reached on a reduction in the working hours<br />

scheme for older staff and procedures relating to establishing policy on flexible working hours.<br />

4. CLA for free Door-to-door Newspaper Journalists<br />

This CLA is effective from 1 January <strong>2010</strong> to 31 March 2012.<br />

It has been agreed that salaries will be increased by 0.5% as of 1 April 2011 and by 0.5% as of<br />

1 January 2012.<br />

In addition, agreements have been reached on offering journalists an annual training day.<br />

Based on the terms of reference to be formulated, a joint industrial committee will research job ratings,<br />

salary structures and appraisal criteria. In addition, the Board of Social Committee of Free Door-to-door<br />

Newspaper Publishers will contact the Dutch Association of Local Newspapers to discuss the possibilities<br />

and to reach a single collective Local Media CLA.<br />

The negotiations about a new Social Plan entered into with the trade unions in 2009 were aborted in <strong>2010</strong>.<br />

Before the parties were able to reach agreement, their negotiations were stopped short by the management<br />

crisis that arose. It was agreed that until 1 July 2011, any reorganisations would take place in the spirit of the<br />

Delta Social Plan.<br />

Pensions<br />

On 1 January <strong>2010</strong>, <strong>Wegener</strong> entrusted the administration of its pension scheme to the Pensioenfonds voor de<br />

Grafische Bedrijven (PGB, the Graphical Industry Pension Fund).<br />

Until the end of 2009, the pension scheme was administered by the Algemeen Pensioenfonds <strong>Wegener</strong><br />

(APW, the <strong>Wegener</strong> General Pension Fund).<br />

As a result of the transition to the PGB as of 1 January <strong>2010</strong>, the PGB standard pension scheme, adjusted with<br />

regard to a number of <strong>Wegener</strong>-specific elements, has become effective for non-graphical <strong>Wegener</strong> staff. This<br />

PGB <strong>Wegener</strong> Pension Scheme is largely the same as the APW scheme applicable until then, with only a few<br />

minor differences. In so far as staff are affected by any such differences, they have been personally informed in<br />

advance in writing.<br />

The transition was effected after both the APW Participants’ Council and the Central Works Council had given<br />

their consent.<br />

In early <strong>2010</strong>, all staff and retired staff were informed about the background and the entire process of this<br />

transition in a special final edition of the APW magazine Pensioen in perspectief, which was entirely devoted to<br />

the transition to PGB.<br />

In the first half of <strong>2010</strong>, the APW accounts were closed, the necessary audits performed and preparations made<br />

for the transition. Then, in Q3 <strong>2010</strong>, PGB actually took over the accounts and administration activities.<br />

35


36 Report of the Management Board (Developments by activity)<br />

The participants were personally informed about this process in several letters. In addition, they received an<br />

APW statement of the rights transferred and confirmation from PGB regarding the fund-related rights and<br />

administration taken over by PGB.<br />

At the end of 2009, <strong>Wegener</strong> and the COR agreed to create a special COR pensions committee for the<br />

transition, which would serve as a consultation partner for adjusting any <strong>Wegener</strong>-specific elements in the<br />

PGB-administered pension scheme. To this end, consultations were held in <strong>2010</strong> about gradually reducing the<br />

contribution-free allowance to the level of the PGB standard pension scheme. At the end of the year under<br />

review, <strong>Wegener</strong> and the COR reached an agreement on how to go about this in the coming years. As a result,<br />

the first step in this process was taken on 1 January 2011 and the amount of the contribution-free allowance<br />

was decreased in accordance with the agreed system.<br />

Employee consultation<br />

A company in flux also means a great deal of work for the employee representation bodies. In <strong>2010</strong>, this was<br />

most definitely true for all of <strong>Wegener</strong>’s works councils. The changes to the Management Board and the ensuing<br />

commotion in particular put considerable pressure on the Central Works Council (CWC). Intensive consultation<br />

between the new director and the CWC led to a positive recommendation from the CWC on the intended<br />

appointment of the new CEO. The Management Board appreciates the CWC’s constructive approach to these<br />

issues.<br />

In addition, various topics were addressed, the most important ones being:<br />

> <strong>2010</strong> budget and investment programme<br />

> 2009 annual <strong>report</strong> and annual accounts<br />

> 2009 Social <strong>Annual</strong> Report<br />

> HR-cycle (new HR policy)<br />

> Code of conduct for use of social media<br />

> Project Ysbrecht (cooperation on distribution with De Telegraaf)<br />

> Lowering of the franchise of the pensions<br />

Three consultative meetings were also attended by one or more members of the Supervisory Board. These<br />

meetings were primarily devoted to the half-year <strong>report</strong> and the Social <strong>Annual</strong> <strong>report</strong> as well as the resignation<br />

of Mr J.V. Munsterman as of 4 October and appointment of Mr T. Velgaard as member of the Management Board.<br />

Intensive meetings about these changes in the Management Board took place between the Central Works<br />

Council and one or more members of the Supervisory Board. The Supervisory Board experienced these<br />

discussions as very constructive, which contributed to the process of regaining trust.<br />

The implementation of the Delta plan and the ensuing formation of <strong>Wegener</strong> Media necessitated adjusting the<br />

structure of the representative consultative platform to the new situation, for which preparations were made in<br />

the final months of 2009. In proper consultation between the director and the representative consultative<br />

platform, the latter body was restructured and became effective following the April <strong>2010</strong> elections. The new<br />

structure comprises a single Central Works Council, under which 11 works councils and 3 subcommittees<br />

operate.<br />

<strong>Wegener</strong> is part of Mecom, which also operates in Norway, Poland, Denmark and the Netherlands (Limburg).<br />

Mecom has a European Works Council (EWC), on which three representatives from the Netherlands have a<br />

seat. Two EWC members come from the <strong>Wegener</strong> CWC.


Report of the Management Board (Developments by activity)<br />

Acknowledgements<br />

<strong>2010</strong> was a particularly turbulent year for <strong>Wegener</strong>. Tailoring the organisation to suit changing market demand<br />

took the first three quarters of the year, with many staff changing workplace, job or manager. The final quarter<br />

was mainly marked by the departure of Joop Munsterman and the arrival of Truls Velgaard. The changes to the<br />

Management Board stirred up a great deal of commotion within the organisation. Many groups voiced their<br />

opinions. The Management Board understands the emotions that flared up and is grateful for the way in which<br />

they subsided. Work goes on and so must <strong>Wegener</strong>, for which motivated staff are indispensable. The<br />

Management Board is confident that we will succeed and envisages a beautiful future for our splendid company.<br />

The Management Board appreciates everyone who has contributed to this and wants to do so in the future.<br />

37


38 Report of the Management Board<br />

Corporate social responsibility<br />

<strong>Wegener</strong> recognises that the sustainability of an enterprise and all considerations related to this goal are<br />

influenced by the policies it selects. The company has designated social responsibility as a foundation stone of<br />

the mission and objectives of the group. In this context, <strong>Wegener</strong> took concrete steps in 2005 with the<br />

introduction of the “Code of Conduct for Koninklijke <strong>Wegener</strong> NV and its group companies”. This code sets forth<br />

how the company seeks to behave and what is required of its employees with regard to such matters as<br />

observing legislation and regulations, integrity, openness, proper conduct with colleagues, concern for working<br />

conditions and safety, concern for the environment, and involvement with society.<br />

Social involvement is inseparable from <strong>Wegener</strong> because of the substantial and crucial impact of the media on<br />

society. As publisher of regional daily newspapers, free door-to-door newspapers and online products, <strong>Wegener</strong><br />

operates deeply within the fabric of the regional societies to which these products are provided.<br />

Journalistic <strong>report</strong>ing entails a significant social responsibility, thus demanding a high degree of care and<br />

integrity. This is to a large extent assured by the editorial statutes of each daily newspaper, which give particular<br />

emphasis to journalistic responsibility, autonomy and unbiased independent <strong>report</strong>ing. Through the journalistic<br />

products it supplies, <strong>Wegener</strong> makes a significant contribution to the knowledge level and development of<br />

awareness within Dutch democratic society.<br />

The importance of the individual client, the Dutch citizen, is central in developing and implementing the group’s<br />

strategic and operational policies. The dynamic character of the media world demands that there be constant<br />

dialogue with both readers and advertisers. Reader panels allow consumers to react to the content of the<br />

group’s newspapers, and customer satisfaction surveys are conducted regularly, while periodic use and<br />

appreciation studies illuminate the wants and needs of the group’s clients. To an increasing extent, readers and<br />

site users are themselves given ample opportunity to contribute to the content of the newspapers or the wide<br />

range of online products.<br />

Social involvement is also expressed via the group’s publications and multimedia products, through<br />

collaborative alliances, sponsorships and the provision of editorial coverage, as well as free advertising space.<br />

<strong>Wegener</strong>’s dailies and free door-to-door newspapers give coverage to innumerable regional and local initiatives<br />

and activities in fields such as culture, sport, charitable projects, public information, education, and leisuretime<br />

activities.<br />

With this perspective, <strong>Wegener</strong> became one of the founding members of Fonds Slachtofferhulp, a charitable<br />

foundation devoted to victims of crime, roadway accidents and disasters. The foundation supports and seeks<br />

to improve the circumstances of victims and their companions or survivors.<br />

<strong>Wegener</strong>’s success is determined by its people. The group therefore strives to create a positive working<br />

environment, one within which each employee can develop to an optimal extent, and which offers varied and<br />

safe work. There are ample training facilities.<br />

<strong>Wegener</strong> believes that a good working environment and transparency for its employees are crucial. For this<br />

reason, the company has a code of conduct, whistleblower provisions, and a complaints procedure. The<br />

<strong>Wegener</strong> organisation works with distinct and clearly formulated guidelines for operating processes and<br />

regulations, all of which are set forth in manuals. Internal (Mecom) audits assure compliance with these<br />

mandates. <strong>Wegener</strong> also complies with Mecom policies in this respect. Every <strong>Wegener</strong> employee is expected to<br />

be familiar with all of the legal and regulatory requirements that pertain to the group’s operations, as well as<br />

requirements set forth by supervisory bodies. A matter of particular emphasis stems from the requirements of<br />

the Dutch Personal Data Protection Act (WBP). Since <strong>Wegener</strong>’s publishers and internet activities make use of<br />

numerous databases containing personal details, compliance with the requirements of the WBP is monitored.


Report of the Management Board (Corporate social responsibility)<br />

<strong>Wegener</strong> strives for good, open relationships with employee organisations and representative bodies. Each<br />

year the group prepares a Social <strong>Annual</strong> Report, which is sent to all employees and is also available on the<br />

corporate website, www.wegener.nl.<br />

The group’s involvement in careful attention to the environment has been embedded in daily operations for<br />

many years. This encompasses preventing pollution, reducing the volume of waste materials, and minimising<br />

the consumption of energy. <strong>Wegener</strong> first issued an environmental declaration in 1994, and then renewed and<br />

updated it in a new declaration set forth in January 2005. This policy was worked out yet further during <strong>2010</strong>.<br />

As part of the Mecom group, there was also attention to improving the sustainability of the production process<br />

and the use of raw materials. Priorities of this policy are reducing CO2 emissions, reducing the volume of waste,<br />

energy usage and sustainable purchase of newsprint. In these respects, <strong>Wegener</strong> follows the Mecom policy.<br />

In <strong>2010</strong>, steps were taken to reduce energy consumption by closing down offices and making more efficient use<br />

of the remaining offices. In line with this, the latest energy-saving technologies were used in the renovation and<br />

new construction of the offices in Best.<br />

All <strong>Wegener</strong> printing plants have obtained the ‘Sustainable Procurement’ certificate, thereby guaranteeing that<br />

the raw materials <strong>Wegener</strong> purchases for the primary process meet the ‘Sustainable Procurement’ criteria. Key<br />

examples are the K4 non-solvent detergents and the paper used. <strong>Wegener</strong>’s aim is to ensure that at least 75%<br />

of the paper used for printing newspapers is either recycled paper or paper produced in accordance with<br />

sustainable forest management. In <strong>2010</strong>, <strong>Wegener</strong> NieuwsDruk Twente obtained FSC/PEFS (Programme for the<br />

Endorsement of Forest Certification) certification, following <strong>Wegener</strong> NieuwsDruk Gelderland’s example in<br />

2009. All <strong>Wegener</strong> printing plants meet the ISO 14001:2004 standard.<br />

39


40<br />

Declaration of the Management Board<br />

According to 5:25 sub c of the “Wft” (Financial Compliance Law) the Management Board declares that, to the<br />

best of its knowledge:<br />

1. the <strong>Annual</strong> accounts present a true and fair view of the assets, liabilities, financial position and profits or<br />

losses of the company and the companies jointly included in the consolidation; and,<br />

2. the <strong>Annual</strong> <strong>report</strong> presents a true and fair view of the situation on the balance sheet date, the course of<br />

business in the financial year of the company and of the companies affiliated with it, the details of which are<br />

included in its annual accounts, and that the fundamental risks with which the company is confronted are<br />

described in the <strong>Annual</strong> <strong>report</strong>.<br />

This management statement has not been signed by Management Board member<br />

Mr W. Cornelisse because of his long-term absence due to sickness.<br />

Apeldoorn, The Netherlands, 14 March 2011<br />

T. Velgaard<br />

Chairman, Management Board (CEO)


Financial statements (Consolidated balance sheet) 41<br />

<strong>2010</strong> Financial Statements<br />

<strong>2010</strong> Consolidated financial statements of<br />

Koninklijke <strong>Wegener</strong> NV<br />

<strong>2010</strong> Company financial statements of<br />

Koninklijke <strong>Wegener</strong> NV


42 Financial statements<br />

<strong>2010</strong> Consolidated financial statements of Koninklijke <strong>Wegener</strong> NV<br />

Consolidated balance sheet<br />

At 31 December (in thousands of euros)<br />

Assets<br />

notes <strong>2010</strong> 2009<br />

Non-current assets<br />

Intangible assets 1 505,161 523,105<br />

Property, plant and equipment 2 83,001 88,608<br />

Investments in associates 3 5,134 4,561<br />

Deferred tax assets 4 15,489 10,837<br />

Other financial assets 5 211 11,148<br />

608,996 638,259<br />

Current assets 6<br />

Inventories 1,945 2,219<br />

Amounts owed by group companies 1,134 922<br />

Trade and other receivables 44,177 54,622<br />

Cash and cash equivalents 2,129 3,500<br />

49,385 61,263<br />

658,381 699,522


Equity and liabilities<br />

Financial statements (Consolidated balance sheet)<br />

notes <strong>2010</strong> 2009<br />

Total equity<br />

Equity attributable to equity holders of Koninklijke <strong>Wegener</strong> NV 7 278,327 311,704<br />

278,327 311,704<br />

Non-current liabilities<br />

Pensions 8 27,994 33,010<br />

Provisions 9 59,190 33,179<br />

Interest-bearing loans 10 75,586 112,780<br />

Interest rate swaps 12 850 1,255<br />

163,620 180,224<br />

Current liabilities<br />

Pensions 8 5,899 6,275<br />

Provisions 9 22,256 24,444<br />

Interest-bearing loans 10 14,887 7,737<br />

Interest rate swaps 12 919 1,447<br />

Debts to group companies 1,973 2,816<br />

Trade payables 19,674 25,253<br />

Prepaid subscriptions 54,435 52,996<br />

Other current liabilities 11 96,391 86,626<br />

216,434 207,594<br />

658,381 699,522<br />

43


44 Financial statements<br />

Consolidated income statement<br />

(in thousands of euros)<br />

notes <strong>2010</strong> 2009<br />

Revenue 15 531,442 586,334<br />

Other income 16 - 910<br />

Revenue and other income 531,442 587,244<br />

Raw materials and stores 17 36,968 55,591<br />

Work subcontracted and other external charges 18 135,895 140,756<br />

Staff costs 19 197,135 250,868<br />

Amortisation of intangible assets 20 7,372 5,499<br />

Depreciation of property, plant and equipment 21 11,284 15,292<br />

Impairment of publishing rights 1 14,694 -<br />

Other operating expense 22 155,870 101,006<br />

Operating expense 559,218 569,012<br />

Operating result (27,776) 18,232<br />

Share of profit of associates 3 1,196 698<br />

Finance income 23 489 755<br />

Finance expense 24 (11,365) (13,907)<br />

Financial income and expense (9,680) (12,454)<br />

Loss/ profit before tax (37,456) 5,778<br />

Taxes (gain) 25 4,900 2,075<br />

Loss / profit for the year (32,556) 7,853<br />

Attributable to:<br />

- equity holders of Koninklijke <strong>Wegener</strong> NV (32,556) 7,853<br />

(32,556) 7,853<br />

Earnings per share (in euros) 26<br />

- basic and diluted, for profit for the year attributable to holders of ordinary shares in<br />

Koninklijke <strong>Wegener</strong> NV (0.76) 0.14


Consolidated comprehensive income statement<br />

(in thousands of euros)<br />

<strong>2010</strong> 2009<br />

Result for the year (32,556) 7,853<br />

Value changes in effective hedging interest rate swaps 12 1,001 (1,013)<br />

Tax (255) 258<br />

746 (755)<br />

Comprehensive income (31,810) 7,098<br />

Attributable to:<br />

- equity holders of Koninklijke <strong>Wegener</strong> NV (31,810) 7,098<br />

(31,810) 7,098<br />

Financial statements<br />

45


46 Financial statements<br />

Consolidated statement of changes in equity<br />

<strong>2010</strong><br />

Issued<br />

share<br />

capital<br />

Equity attributable to equity holders of Koninklijke <strong>Wegener</strong> NV<br />

Share<br />

premium<br />

Cash flow<br />

hedge<br />

reserve<br />

Retained<br />

earnings<br />

Profit for<br />

the year<br />

Total<br />

equity<br />

At 1 January <strong>2010</strong> 14,763 167,458 (2,089) 123,719 7,853 311,704<br />

Comprehensive income 746 (32,556) (31,810)<br />

Appropriation of profit for previous year 7,853 (7,853) -<br />

Dividend paid on cumulative financing<br />

preference shares for 2009<br />

(1,567) (1,567)<br />

At 31 December <strong>2010</strong> 14,763 167,458 (1,343) 130,005 (32,556) 278,327<br />

This relates to:<br />

- ordinary shares 13,503 139,317 (1,343) 130,005 (34,123) 247,359<br />

- cumulative financing preference shares 1,260 28,141 1,567 30,968<br />

At 31 December <strong>2010</strong> 14,763 167,458 (1,343) 130,005 (32,556) 278,327<br />

The proposed decision to pay out dividend for <strong>2010</strong> to the shareholders of cumulative financing preference<br />

shares has already been incorporated into the overview above.<br />

2009<br />

Equity attributable to equity holders of Koninklijke <strong>Wegener</strong> NV<br />

Issued<br />

share<br />

capital<br />

Share<br />

premium<br />

Cash flow<br />

hedge<br />

reserve<br />

Retained<br />

earnings<br />

Profit for<br />

the year Total<br />

Minority<br />

interest<br />

Total<br />

equity<br />

At 1 January 2009 14,763 167,458 (1,334) 113,938 11,348 306,173 5 306,178<br />

Comprehensive income<br />

Appropriation of profit for<br />

(755) 7,853 7,098 7,098<br />

previous year<br />

Dividend paid on cumulative<br />

financing preference shares for<br />

11,348 (11,348) - -<br />

2008 (1,567) (1,567) (1,567)<br />

In connection with divestment of<br />

group companies<br />

- (5) (5)<br />

At 31 December 2009 14,763 167,458 (2,089) 123,719 7,853 311,704 - 311,704<br />

This relates to:<br />

- ordinary shares 13,503 139,317 (2,089) 123,719 6,286 280,736<br />

- cumulative financing<br />

preference shares<br />

1,260 28,141 1,567 30,968<br />

At 31 December 2009 14,763 167,458 (2,089) 123,719 7,853 311,704<br />

The decision to pay out dividend for 2009 to the shareholders of cumulative financing preference shares has<br />

already been incorporated into the overview above.


Consolidated cash flow statement<br />

(in thousands of euros)<br />

notes <strong>2010</strong> 2009<br />

Cash flows from operating activities<br />

Revenue and other income 531,442 587,244<br />

Total expense 559,218 569,012<br />

Operating result<br />

Adjustments for:<br />

(27,776) 18,232<br />

- book results / value changes of non-current assets - (910)<br />

- amortisation of intangible assets 7,372 5,499<br />

- depreciation of property, plant and equipment 11,284 15,292<br />

- impairment of publishing rights 14,694 -<br />

- changes in working capital 2,555 4,622<br />

- liability NMa fine regarding Zeeuws-Vlaanderen 19,100 -<br />

- taken to the income statement regarding provisions 55,457 38,092<br />

Withdrawals from provisions (40,034) (39,671)<br />

Cash flows from operations 42,652 41,156<br />

Dividend received from associates 914 994<br />

Finance income received 38 328<br />

Finance expense paid (8,034) (9,960)<br />

Tax paid (7) -<br />

Cash flows from operating activities 30 35,563 32,518<br />

Cash flows used in investing activities<br />

Acquisition of group companies - 862<br />

Sale of group companies<br />

Proceeds received from sale of AD NieuwsMedia BV and assets/liabilities of<br />

- 3,973<br />

<strong>Wegener</strong> NieuwsDruk West - 14,543<br />

Received redemption loan AD NieuwsMedia BV 15,374 -<br />

Capital contribution to associates (291) (392)<br />

Purchase of intangible assets (13,339) (9,819)<br />

Purchase of property, plant and equipment (7,155) (16,767)<br />

Sale of property, plant and equipment 88 208<br />

Cash flows used in investing activities 31 (5,323) (7,392)<br />

Cash flows used in financing activities<br />

Repayment of interest-bearing loans (30,044) (51,176)<br />

Dividends paid to holders of cumulative financing preference shares of<br />

Koninklijke <strong>Wegener</strong> NV<br />

(1,567) (1,567)<br />

Cash flows used in financing activities 32 (31,611) (52,743)<br />

Net cash flows (1,371) (27,617)<br />

At 1 January 3,500 31,117<br />

At 31 December 6 2,129 3,500<br />

Financial statements<br />

47


48 Financial statements<br />

Notes to the consolidated financial statements<br />

General<br />

The <strong>2010</strong> consolidated financial statements of Koninklijke <strong>Wegener</strong> NV were approved by the Supervisory Board<br />

at its meeting of 14 March 2011. A press release was issued about the annual figures for the year <strong>2010</strong>, before<br />

start of business on 16 March 2011.<br />

Koninklijke <strong>Wegener</strong> NV has its registered office in Apeldoorn, the Netherlands; the depository receipts for<br />

ordinary shares are listed on Euronext Amsterdam.<br />

The activities of Koninklijke <strong>Wegener</strong> NV and its group companies include publishing regional newspapers and<br />

free door-to-door newspapers, developing and exploiting Internet products, and providing graphic products<br />

and services. These activities are carried out in the Netherlands. The <strong>2010</strong> financial statements still need to be<br />

adopted by the shareholders. This adoption will be on the agenda of the General Meeting of Shareholders to be<br />

held on 18 May 2011.<br />

Since the end of October 2007 Mecom Group plc, based in London, has been majority shareholder in <strong>Wegener</strong><br />

through its subsidiary Mecom Media Holland Holding BV. Mecom acquired 86.44% of the (depository receipts<br />

for) ordinary shares. Mecom also acquired all (depository receipts for) cumulative financing preference shares<br />

(in so far as not held by <strong>Wegener</strong>).<br />

Intra-group balances<br />

Koninklijke <strong>Wegener</strong> NV is part of the Mecom Group, which is headed by Mecom Group plc, London. Mecom<br />

Group plc is a public limited company with its registered office in the United Kingdom. The ordinary shares in<br />

Mecom are listed on the London Stock Exchange (UK: MEC). The financial statements of Koninklijke <strong>Wegener</strong> NV<br />

are incorporated into the consolidated financial statements of Mecom Group plc, London.<br />

Basis of consolidation<br />

The group companies in which Koninklijke <strong>Wegener</strong> NV has a direct or indirect interest and control are included<br />

in the consolidation. The assets and liabilities and the income and expenses are included in full. Minority<br />

interests in equity and profit are shown separately. The financial statements of the group companies are<br />

prepared for the same <strong>report</strong>ing year and based on the same accounting policies as those of Koninklijke<br />

<strong>Wegener</strong> NV. Joint ventures are consolidated proportionately using the same accounting policies as used by<br />

Koninklijke <strong>Wegener</strong> NV. A joint venture is deemed to exist if the participants in a collaboration agreement have<br />

joint control over the resulting activities.<br />

All intra-group balances, transactions, income and expenses and profits and losses resulting from intra-group<br />

transactions are eliminated in full.<br />

The results of acquired group companies are consolidated as from the acquisition date, being the date on which<br />

formal control was acquired of the party being taken over. Consolidation is continued until the date on which<br />

formal control ceases to exist.<br />

A list of consolidated group companies and associates is included at the end of the notes to these consolidated<br />

financial statements (page 97). Koninklijke <strong>Wegener</strong> NV has directly or indirectly issued statements of joint and<br />

several liabilities for most of its Dutch group companies in accordance with Section 403 of Part 9 of Book 2 of<br />

the Dutch Civil Code.<br />

The list includes the group companies for which such statements of liability have been issued.<br />

In <strong>2010</strong> there were no significant changes in the consolidation circle.<br />

The most important changes in the consolidation circle in 2009 include the deconsolidation of<br />

AD NieuwsMedia BV on 31 July 2009 and the consolidation of <strong>Wegener</strong> PLM BV on 15 July 2009. In addition, the<br />

consolidated figures are influenced by the sale of the printing plant in The Hague, which was closely related with<br />

the sale of AD NieuwsMedia BV. The most important change in associates is the sale of Deutsche Post Selekt<br />

Mail Nederland CV in February 2009.<br />

Since the results of Koninklijke <strong>Wegener</strong> NV are included in the consolidation, the company income statement<br />

is drawn up in condensed form (under application of Section 402 of Part 9 of Book 2 of the Dutch Civil Code).


Financial statements (Notes to the consolidated financial statements)<br />

Accounting policies<br />

Statement of compliance<br />

The financial statements have been drawn up in accordance with the International Financial Reporting Standards<br />

(IFRS) as approved by the European Union. The financial statements have been prepared under the historical cost<br />

convention, with the exception of interest rate swaps, which are carried at fair value in the balance sheet.<br />

Financial year<br />

The financial year coincides with the calendar year. The consolidated financial statements have been drawn up<br />

in euros, and all amounts have been rounded off to the nearest thousand unless stated otherwise.<br />

Effect of new financial <strong>report</strong>ing standards<br />

The financial <strong>report</strong>ing standards are consistent with previous year. The following standards and<br />

interpretations, which have been effective since 1 January <strong>2010</strong>, did not have a material effect on the financial<br />

statements of <strong>Wegener</strong>.<br />

> IFRS 2 - Share-based payment: Group cash-settled share-based payment transactions<br />

> IFRS 3 - Business combinations (Revised)<br />

> IAS 27 - Consolidated and separate financial statements<br />

> IAS 39 - Financial instruments: Recognition and measurement – Eligible hedged items<br />

> IFRIC 9 - Remeasurement of embedded derivatives<br />

> IFRIC 12 – Service concession arrangements<br />

> IFRIC 15 – Agreements for the construction of real estate<br />

> IFRIC 16 – Hedging of a net investment in a foreign company<br />

> IFRIC 17 - Distributions of non-cash assets to owners<br />

> IFRIC 18 - Transfers of assets from customers<br />

<strong>Wegener</strong> decided against an early implementation of the new standards, amendments to standards, and new<br />

interpretations for which the application was mandatory for financial years beginning on or after 1 July <strong>2010</strong> or<br />

subsequent years.<br />

The following standards and interpretations have been published but do not yet apply to the <strong>2010</strong> financial<br />

statements:<br />

> IFRS 9 - Financial Instruments: Classification and measurement. This standard is the first step in the process<br />

towards replacement of IAS 39. It is expected to come into effect as from 1 January 2013 but will not have any<br />

consequences for <strong>Wegener</strong>.<br />

> IAS 24 - Related party disclosures (revised). This standard will be effective as from 1 January 2011.<br />

> IAS 32 - Classification of rights issue. This standard, which entered into effect on 1 February <strong>2010</strong>, does not<br />

apply to <strong>Wegener</strong>.<br />

> IFRIC 14 - Prepayments of a minimum funding requirement. This standard, which will be effective as from<br />

1 January 2011, does not apply to <strong>Wegener</strong>.<br />

> IFRIC 19 - Extinguishing financial liabilities with equity instruments. This standard, which came into effect on<br />

1 July <strong>2010</strong>, does not apply to <strong>Wegener</strong>.<br />

Application of the above standards and interpretations is not expected to have any material impact on the<br />

financial statements for 2011.<br />

Significant accounting judgements and estimates<br />

When applying <strong>Wegener</strong>'s accounting policies, the management has made judgements which have important<br />

consequences for the amounts recognised in the financial statements and the notes thereto. Furthermore,<br />

in some areas estimates have been made of future developments which have a significant risk of causing<br />

a material adjustment to the carrying amounts of assets and liabilities in any following financial year. When<br />

forming these judgements and making the estimates referred to, use was also made of the opinions and advice<br />

of (external) experts in the relevant areas.<br />

49


50 Financial statements (Notes to the consolidated financial statements)<br />

These judgements and estimates are explained in more detail below. For more details about how the items<br />

referred to are shown in the financial statements, please see the notes to the financial statements.<br />

Judgements<br />

Goodwill (former) VNU Dagbladen group<br />

<strong>Wegener</strong> acquired the VNU Dagbladen group in 2000. The activities of the VNU Dagbladen group primarily<br />

related to the publishing of regional newspapers, free door-to-door newspapers, and related graphic<br />

production.<br />

These activities have since been extensively integrated with the same type of activities already run by <strong>Wegener</strong>.<br />

The integration process started immediately in 2000 in order to realise maximum synergies through economies<br />

of scale. The integration took place across all levels: merging of titles, graphic production and organisations,<br />

including the reorganisation of management and the centralisation of the back offices.<br />

As a result, the goodwill can no longer be attributed to the original cash-generating units, and the whole<br />

newspaper organisation of <strong>Wegener</strong> is now seen as one single cash-generating unit.<br />

PGB Pension Fund<br />

As from 1 January <strong>2010</strong>, <strong>Wegener</strong> voluntarily joined the Graphic Sector Pension Fund (PGB), based on an<br />

agreement signed in December 2009 which also covers the transfer of the capital, the pension entitlements<br />

and pensions in payment of APW to the sector pension fund PGB.<br />

Owing to the transfer to the PGB, the PGB plan will apply, plus a number of <strong>Wegener</strong>-specific adjustments, as<br />

from 1 January <strong>2010</strong>. This adapted pension plan is largely similar to the former APW pension plan. According to<br />

<strong>Wegener</strong>, it qualifies as a collective defined contribution plan.<br />

Sale of shares in AD NieuwsMedia BV and assets/liabilities of <strong>Wegener</strong> NieuwsDruk West (only relevant to<br />

2009 figures)<br />

At the end of July 2009, the shares in AD NieuwsMedia BV were sold to de Persgroep Nederland. The 37%<br />

interest in AD NieuwsMedia BV has since that date been derecognised from <strong>Wegener</strong>’s consolidated balance<br />

sheet. At the same time, <strong>Wegener</strong>’s printing plant in The Hague (<strong>Wegener</strong> NieuwsDruk West) was transferred to<br />

de Persgroep Nederland. According to <strong>Wegener</strong>, these two transactions are interrelated to such an extent that<br />

they are recognised in the financial statements as a single transaction (and as a single gain) so as to provide a<br />

better insight into the balance sheet, the income statement and the cash flows in the comparative figures.<br />

Recognition of long-term collaboration with Dagblad De Pers<br />

In 2009 <strong>Wegener</strong> made arrangements for long-term cooperation with the Dagblad De Pers newspaper.<br />

The relevant contractual agreements run through March 2022, and provide for the right of <strong>Wegener</strong> to sell<br />

advertisements in Dagblad De Pers in return for an annual fee payable by <strong>Wegener</strong> during the term of the<br />

agreement. In addition, <strong>Wegener</strong> will be responsible for Dagblad De Pers being printed and distributed.<br />

Furthermore, various back-office activities will be performed for Dagblad De Pers. The ensuing advertising<br />

revenue will accrue in full to <strong>Wegener</strong>. In view of the nature of the specific arrangements involved in the<br />

collaboration, it has been recognised as an executory contract in the comparative figures.<br />

Processing of the NMa fine<br />

On 14 July <strong>2010</strong>, the Netherlands Competition Authority (NMa) issued its decision on the investigation it had<br />

conducted of alleged violations, by <strong>Wegener</strong>, of the conditions imposed by the NMa when it gave its permission<br />

for <strong>Wegener</strong> to the acquisition of VNU Dagbladen by <strong>Wegener</strong> in 2000. The NMa decided to impose a fine<br />

of EUR 19.1 million on the company, and also to impose a fine to five former and present executive and/or<br />

supervisory board members totalling EUR 1.3 million. Pursuant to IFRS rules the fine was recognised in full as a<br />

debt on the balance sheet. <strong>Wegener</strong> wishes to emphasise that this does not mean that <strong>Wegener</strong> admits it has<br />

committed the alleged violation. On the contrary: <strong>Wegener</strong> has filed an appeal against the NMa's decision. The<br />

obligation to pay the fine is suspended for the duration of the objection and appeal proceedings. However, when


Financial statements (Notes to the consolidated financial statements)<br />

and if a fine is finally determined, the amount is interest-bearing for the period of appeal. The fine imposed on<br />

<strong>Wegener</strong> is not deductible for corporate income tax purposes.<br />

Estimates<br />

Impairment of goodwill<br />

At least once a year <strong>Wegener</strong> determines whether goodwill has been impaired. This requires an estimate of the<br />

value in use of the cash-generating units to which the goodwill is allocated. Estimating the value in use requires<br />

<strong>Wegener</strong> to make an estimate of the expected future cash flows from the cash-generating unit and determine<br />

an appropriate discount rate in order to calculate the present value of those cash flows.<br />

Impairment of Dagblad De Pers publishing rights<br />

At least once a year, <strong>Wegener</strong> assesses whether the Dagblad De Pers publishing rights have been subject<br />

to impairment. This requires an estimate of the value in use of Dagblad De Pers. To estimate the value in use<br />

<strong>Wegener</strong> has to make an estimate of Dagblad De Pers’ expected future cash flows and at the same time<br />

establish an appropriate discount rate in order to calculate the present value of those cash flows. The <strong>2010</strong><br />

impairment test resulted in a full impairment of the publishing rights.<br />

Provisions for reorganisations<br />

In previous years estimates of reorganisation costs were made of average salaries, ages and service years. This<br />

means that the actual restructuring costs can be higher or lower than anticipated in preceding years.<br />

Provision for onerous contracts<br />

The provision for onerous contracts relates, on the one hand, to the provision for vacated office space and, on<br />

the other, to the provision relating to the onerous contract with Dagblad De Pers.<br />

As regards the provision for vacancy, in recent years estimates have been made on the basis of the projected<br />

vacant floor area and the expected price per square metre. This means that the actual vacancy-related costs<br />

may turn out to be higher or lower than provided for.<br />

As regards the provision for the onerous contract with Dagblad De Pers, an estimate is made of the expected future<br />

cash flows. In addition, an appropriate discount rate is determined for calculating the present value of those cash<br />

flows.<br />

Foreign currency<br />

The consolidated financial statements are presented in euros, which is the group's functional and presentation<br />

currency. All <strong>Wegener</strong> companies operate in the Euro zone.<br />

Transactions in foreign currencies are translated into euros at the exchange rates applicable on the transaction<br />

date. The cash flows generated by the settlement of transactions are translated at the exchange rate applicable<br />

on the date of settlement. The exchange rate differences resulting from this are taken to the income statement.<br />

Monetary assets and liabilities (resulting from unsettled transactions) in foreign currency are translated at the<br />

exchange rates applicable on the balance sheet date. Exchange differences arising from this are also taken to<br />

the income statement.<br />

AD NieuwsMedia BV joint venture (only relevant to 2009 figures)<br />

AD NieuwsMedia BV was a joint venture of <strong>Wegener</strong> (37% share) and de Persgroep Nederland (63% share). The<br />

control of the company was shared on a 50/50 basis.<br />

All the assets and liabilities and the income and expenses of the joint venture were allocated proportionally,<br />

i.e., for 37%, in the consolidation. At the end of July 2009, the 37% share in AD NieuwsMedia BV was sold to<br />

de Persgroep Nederland. Since that date, the figures of AD NieuwsMedia BV have been derecognised from<br />

<strong>Wegener</strong>’s balance sheet. At the same time, <strong>Wegener</strong>’s printing plant in The Hague (<strong>Wegener</strong> NieuwsDruk<br />

West) was sold to de Persgroep Nederland.<br />

51


52 Financial statements (Notes to the consolidated financial statements)<br />

Other joint ventures<br />

As from the date of acquisition, these interests are treated as joint ventures and, hence, consolidated<br />

proportionally.<br />

These joint ventures are included in the ‘list of consolidated group companies and associates’.<br />

The notes to the consolidated balance sheet include a summary of information relating to the balance sheet,<br />

income statement and cash flows of the total joint ventures (page 84).<br />

Cash flow statement<br />

The indirect method was used to prepare the cash flow statement. The cash resources in the cash flow<br />

statement consist of cash and cash equivalents. Interest paid and received, dividends received and income<br />

tax are included in the cash flows from operating activities. Dividends paid are included in the cash flows from<br />

financing activities.<br />

Criteria for non-current/current and long-term/short-term<br />

Assets and liabilities are carried as non-current or long-term items if their settlement is not expected to occur<br />

within 12 months of the end of the financial year. Assets and liabilities that are expected to be settled within<br />

12 months of the end of the financial year will be classified as current or short-term items.<br />

Non-current assets<br />

Intangible assets<br />

Intangible assets consist of:<br />

- goodwill<br />

- publishing rights Dagblad De Pers and other publishing rights<br />

- software<br />

Goodwill represents the surplus value paid on the date of acquisition of group companies, joint ventures, and<br />

associates above the fair value of the acquired assets and liabilities and contingent liabilities, increased by the<br />

expenses involved in an acquisition. From <strong>2010</strong> acquisition costs are no longer counted towards the acquisition<br />

costs, but directly recognised in the consolidated profit and loss account.<br />

An annual assessment is made to see whether the carrying amount of the goodwill is in line with the value of<br />

the activities for which the goodwill has been paid, in light of the actual and expected result developments of<br />

those activities. If the value determined in this way is expected to be lower than the carrying amount, then the<br />

carrying amount is written down and charged to the income statement. Impairments relating to goodwill cannot<br />

be reversed in subsequent years.<br />

The goodwill paid between 1 January 1999 and 1 January 2004 was valued at acquisition cost and amortised<br />

straight-line over the economic life, or valued at net realisable value if lower. The expected economic life was<br />

calculated differently depending on the nature of the acquired associate or business activity. The goodwill paid<br />

for VNU Dagbladen was amortised over 30 years and for the other acquired companies over 3 to 10 years.<br />

The carrying amount of the goodwill determined in this way at 31 December 2003 was carried to the opening<br />

balance sheet under the IFRS accounting policies as from 1 January 2004. Goodwill paid before 1 January 1999<br />

was taken to equity.<br />

The publishing rights concern the publishing rights Dagblad De Pers and other smaller publishing rights.<br />

As a result of the sale of AD NieuwsMedia BV in 2009 these publishing rights are no longer included in the<br />

consolidated balance sheet of <strong>Wegener</strong>.<br />

In 2009 <strong>Wegener</strong> reached agreement on a long-term collaboration with the daily Dagblad De Pers to extend its<br />

printed product footprint, especially in the Randstad area. The relevant contractual agreements will be effective<br />

through March 2022. In addition to the arrangements regarding long-term collaboration, <strong>Wegener</strong> acquired the


Financial statements (Notes to the consolidated financial statements)<br />

publishing rights with respect to Dagblad De Pers through March 2022. Such publishing rights offer <strong>Wegener</strong><br />

maximum leeway and the authority to determine the distribution pattern and the number of copies of Dagblad<br />

De Pers according to demand, taking account of regional and marketing-related circumstances. The publishing<br />

rights will be amortised on a straight-line basis annually through March 2022, starting from the effective date of<br />

the rights (i.e. 1 January <strong>2010</strong>). <strong>Annual</strong> tests are performed to check whether the level of the publishing rights and<br />

the amortisation method are still appropriate. In <strong>2010</strong> this resulted in a full impairment of the publishing rights.<br />

The other publishing rights mainly relate to the acquisition of local free door-to-door newspapers, and will be<br />

amortised proportionally in 10 years. <strong>Annual</strong> tests are performed to check whether the level of the publishing<br />

rights and the amortisation method are still appropriate. Any impairment is charged to the income statement.<br />

Software is valued at cost and amortised straight-line over its economic life, or valued at the net realisable value<br />

if lower. The core applications for the newspaper activities (systems for advertisement management, print<br />

production, and news editing) are amortised in seven years. All other software is amortised in three to five years.<br />

Software and websites are purchased from external parties. These external costs are capitalised. Internal<br />

hours spent are not capitalised and are charged to the income statement.<br />

The remaining economic life is assessed and adjusted where necessary each year.<br />

Any result arising from the derecognition of the asset (to be calculated as the difference between the net<br />

proceeds upon disposal and the carrying amount of the asset) is taken to the income statement in the year of<br />

derecognition.<br />

Property, plant and equipment<br />

Property, plant and equipment is stated at cost, excluding the costs of day-to-day servicing, less accumulated<br />

depreciation and accumulated impairment losses.<br />

Depreciation is calculated on a straight-line basis over the expected useful economic lives of the relevant assets.<br />

The following depreciation rates apply:<br />

Buildings 2 1/2% - 10%<br />

Plant and equipment:<br />

- rotary newspaper presses 6 2/3%<br />

- other plant and equipment 10% - 20%<br />

Other 10% - 33 1/3%<br />

Land and buildings in the course of construction are carried at cost.<br />

The carrying amounts of property, plant, and equipment are reviewed for impairment if events or changes in<br />

circumstances indicate that the carrying amount may not be recoverable.<br />

Property, plant and equipment is derecognised upon disposal or when no future economic benefits are<br />

expected from its use or disposal. Any result arising on derecognition of the asset (to be calculated as the<br />

difference between the net proceeds upon disposal and the carrying amount of the asset) is taken to the<br />

income statement in the year the asset is derecognised.<br />

The residual value of the property, plant, and equipment, the expected useful lives and the valuation methods<br />

are reviewed, and adjusted if necessary, at the end of each financial year.<br />

Only for qualifying investments are the finance costs of investments during construction included in the cost<br />

price. At <strong>Wegener</strong> this concerns investments in rotary newspaper presses and printing plants. These finance<br />

costs are allocated based on the specific source of finance (for example, finance lease for the relevant object)<br />

or on a capitalisation rate to be applied in line with the weighted average finance costs applicable to the loans<br />

of the company.<br />

53


54 Financial statements (Notes to the consolidated financial statements)<br />

Investments in associates<br />

Associates are companies in which <strong>Wegener</strong> has a significant influence on the commercial and financial policy,<br />

without having a controlling interest in those companies. Associates are not group companies or joint ventures,<br />

and are not consolidated. The valuation is carried out in accordance with the equity method. According to this<br />

method, the investment is initially carried at cost and then adjusted to take into account the change of the<br />

interest of <strong>Wegener</strong> in the net assets of the associate after the acquisition. <strong>Wegener</strong>’s interest in the net profit<br />

of the associate is recognised in the income statement.<br />

Deferred tax assets<br />

In principle, deferred tax assets are recognised for all temporary differences available for set-off, unused tax<br />

facilities or carry-forward tax losses, but only insofar as a settlement or utilisation can probably be realised. The<br />

carrying amount is assessed at the balance sheet date, and reduced if the settlement or utilisation cannot be<br />

wholly or partially realised. Non-recognised deferred tax assets are reviewed at the balance sheet date, and<br />

only recognised to the extent it is probable that a settlement or utilisation can be realised.<br />

Deferred tax assets are measured at the tax rates that are expected to apply to the period in which the asset is<br />

realised in accordance with the tax rates set by law and the applicable tax legislation.<br />

Other financial assets<br />

Other financial assets relates to loans to (former) associates and shares in other companies on whose<br />

commercial and financial policy <strong>Wegener</strong> does not exercise any significant influence. The shareholdings in other<br />

companies are not group companies, joint ventures, or investments in associates, and are not consolidated.<br />

The loans to (former) associates are carried at amortised cost using the effective interest method, less any<br />

provisions deemed necessary.<br />

The shares in other companies are valued at fair value, which is based on the financial statements of the<br />

relevant companies. The changes in fair value are allocated to the income statement.<br />

Impairment of financial assets<br />

If there is objective evidence that an impairment loss on loans and receivables carried at amortised cost has<br />

been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and<br />

the present value of estimated future cash flows, discounted at the financial asset’s original effective interest<br />

rate. The asset’s carrying amount will be lowered by the amount of the loss, and the loss will be recognised in<br />

the income statement.<br />

Current assets<br />

Inventories<br />

The inventories of raw materials and stores are valued at cost (using the Fifo principle) or the realisable value if<br />

lower.<br />

Trade and other receivables<br />

Trade receivables are carried at the original invoice amount less a provision for doubtful debts. Other<br />

receivables are valued at amortised cost using the effective interest method.<br />

Cash and cash equivalents<br />

Cash and cash equivalents in the balance sheet consist of cash at banks and cash in hand.<br />

Equity<br />

In the financial statements, the balance sheet is presented before the proposed profit appropriation.


Financial statements (Notes to the consolidated financial statements)<br />

Cumulative financing preference shares<br />

The cumulative financing preference shares are initially carried at the fair value of the consideration received<br />

less the directly attributable transaction costs.<br />

Pensions<br />

<strong>Wegener</strong> has pension commitments under several plans:<br />

1. <strong>Wegener</strong> pension plan at PGB (Graphic Sector Pension Fund). As from 1 January <strong>2010</strong> the company pension<br />

fund was transferred, voluntarily, to the Graphic Sector Pension Fund.<br />

2. Graphic Sector Pension Fund at PGB, mandatory sectoral pension plan<br />

3. Moratorium shortfall pension plan at PGB<br />

4. Supplementary pension commitments (past-service)<br />

5. Early retirement and pre-pension plans<br />

6. Health insurance contributions during retirement<br />

7. Several individual pension plans<br />

8. Pension plan for members and former members of the Management Board<br />

Plans 1, 2 and 8 qualify as collective contribution plans in the <strong>Wegener</strong> accounts. The contributions owed for the<br />

financial year are recognised in the income statement.<br />

The other plans qualify as conditional defined benefit plans. <strong>Wegener</strong> has created provisions in the balance<br />

sheet for all these pension plans. The provision for conditional defined benefit plans is determined on the date<br />

the commitment is made.<br />

The actuarial profits and losses associated with the (conditional) defined benefit plans mentioned above are<br />

added or charged, respectively, to the income statement.<br />

The plans mentioned above are discussed in further detail on page 71 and further.<br />

Deferred tax liabilities<br />

A provision for deferred tax liabilities is formed on the basis of the temporary differences at the balance sheet<br />

date between the taxable carrying amount of assets and liabilities, and their carrying amount as recognised<br />

in these financial statements. In principle, deferred tax liabilities are recognised for all taxable temporary<br />

differences.<br />

Deferred tax liabilities are measured at the tax rates that are expected to apply for the period in which the<br />

liability is settled, based on the current or future tax rates set by law or under applicable tax legislation.<br />

Deferred tax assets and liabilities are netted if a legally enforceable right exists to set off current tax assets<br />

against current tax liabilities, and the deferred taxes relate to the same taxable entity and the same taxation<br />

authority. In 2009, in connection with temporary differences the deferred tax liabilities were allocated to a<br />

deferred tax asset and recognised accordingly in both <strong>2010</strong> as well as 2009 figures.<br />

Provisions<br />

Provisions are formed if <strong>Wegener</strong> has a current (legal or constructive) obligation as a result of an event in the<br />

past. A provision will only be formed insofar as a reliable estimate can be made of the amount of the obligation,<br />

and if it is likely that such an obligation will also actually have to be paid.<br />

If it is expected that (part of) a provision might be reimbursed, the reimbursement is recognised as a separate<br />

asset as long as the receipt of the reimbursement is a reasonable certainty. This type of reimbursement might,<br />

for example, be possible under an insurance contract.<br />

The expense associated with a provision is presented in the income statement less any reimbursement.<br />

If the effect of the time value of money is significant, the provisions are discounted to their present value using<br />

a current pre-tax discount rate. The increase in a discounted provision due to the passage of time is recognised<br />

as a finance cost in the income statement.<br />

55


56 Financial statements (Notes to the consolidated financial statements)<br />

Interest-bearing loans<br />

All loans are initially recognised at the fair value of the consideration received less the directly attributable<br />

transaction costs. After initial recognition, interest-bearing loans and borrowings are subsequently measured at<br />

amortised cost using the effective interest method.<br />

Finance leases<br />

Finance leases, which transfer to <strong>Wegener</strong> substantially all the risks and benefits associated with the<br />

ownership of the leased item, are capitalised at the inception of the lease at the fair value of the leased property<br />

or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between the<br />

finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining<br />

balance of the liability. Finance charges are taken directly to the income statement.<br />

Leased assets are depreciated over the shorter of the estimated useful life of the asset or the lease term, if<br />

there is no reasonable certainty that <strong>Wegener</strong> will obtain ownership at the end of the lease term.<br />

Derecognition of financial assets and liabilities in the balance sheet<br />

A financial asset is derecognised if <strong>Wegener</strong> is no longer entitled to the cash flows from this asset. If no cash<br />

flows are received, but there is a continuing involvement in the asset, this is taken into account in the valuation.<br />

A financial liability is derecognised when the obligation under the liability is discharged (or is cancelled or<br />

expires). Where an existing financial liability is replaced by another from the same lender on substantially the<br />

same terms, or the terms of an existing liability are substantially modified, such an exchange or modification<br />

is treated as a derecognition of the original liability and the recognition of a new liability. The difference in the<br />

respective carrying amounts is recognised in the income statement.<br />

Remuneration linked to shares<br />

Mecom option plan<br />

Mecom granted options on shares in Mecom Group plc to the former members of the Management Board<br />

and to a small and select group of other employees.<br />

In 2009 this took place under the Mecom Executive Share Option Plan (ESOP), and in <strong>2010</strong> under the Senior<br />

Executive Share Plan (SESP). Both plans are subject to a three-year conditionality period and cannot be<br />

exercised until the conditions described below have been met.<br />

As regards the ESOP, a specified profitability target for 2011 must be achieved. If the profitability level remains<br />

under a certain threshold, no options will be granted; if the target is met in full, 100% of the options will be<br />

granted.<br />

As regards the SESP, the primary criterion is the highest price of Mecom shares during a period of three years<br />

following the moment of the grant, on the understanding that the price must have remained at that highest<br />

level for 20 consecutive trading days. The second condition is the earnings per share in the year 2012. Both<br />

conditions include a threshold under which no options are granted at all, and a provision that all options are<br />

granted if the target is met in full.<br />

Partial allocation of share options applies in cases where the profitability level is anywhere in between the<br />

threshold and the target, and is effected through straight-line interpolation between threshold and target.<br />

These option plans qualify as remuneration linked to shares and are settled using equity instruments of<br />

Mecom Group plc. <strong>Wegener</strong> settles the plan annually with Mecom on a cash basis, which is why the costs are<br />

recognised in the income statement and no changes take place in equity. The costs are recognised in the<br />

income statement under staff costs.<br />

Derivative financial instruments<br />

<strong>Wegener</strong> uses interest rate swaps to hedge interest rate risks. Such derivative financial instruments are<br />

initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently


Financial statements (Notes to the consolidated financial statements)<br />

remeasured at fair value. Interest rate swaps are carried as assets if the fair value is positive, and as liabilities if<br />

the fair value is negative.<br />

The fair value of interest rate swaps is determined by reference to market values for similar instruments.<br />

The changes in fair value of effective hedging interest rate swaps are taken to equity (cash flow hedge reserve).<br />

Any gains or losses arising from changes in the fair value of interest rate swaps that do not or no longer hedge<br />

the risks effectively are recognised directly in the income statement (finance income and finance expense<br />

respectively).<br />

Income and expenses recognition<br />

Revenue<br />

Revenue relates to the net turnover of goods supplied or services provided to third parties, net of any discounts<br />

and VAT. Revenue is recognised to the extent that it is probable that the economic benefits will flow to <strong>Wegener</strong><br />

and the revenue can be measured reliably.<br />

Revenue is recognised for each revenue category as follows:<br />

- advertisements in daily newspapers, free door-to-door newspapers, special editions and news magazines: on<br />

the date they are placed;<br />

- internet advertisements: relating to the period in which the advertisement is published;<br />

- subscriptions to daily newspapers, weeklies and internet sites: for the period the subscriptions relate to;<br />

- graphic products: on the date of delivery.<br />

Other income relates to profit realised on the sale of group companies, joint ventures or associates, the sale of<br />

plant, property, and equipment and the sale of business units.<br />

Barter transactions<br />

A barter (exchange transaction providing advertising services) is an agreement between parties, of which one<br />

party sell goods or services without receiving a financial settlement.<br />

There are dissimilar and similar barter transactions. In case of a dissimilar barter transaction the exchange<br />

will be recognised as a revenue-generating transaction. If advertising space is bartered or exchanged for<br />

advertising space that is similar in terms of its nature, fair value and target group, such an exchange will not<br />

be regarded as a revenue-generating transaction. Yields resulting from transfers in advertising services are<br />

measured on the basis of comparable advertising services provided to other parties than those with whom the<br />

transfer was performed or by exchanging for assets for which reliable measurement of the real value is possible.<br />

Government grants<br />

Government grants are recognised at fair value if there is a reasonable certainty that the grants will be received,<br />

and if the criteria and other conditional terms for the awarding of the grants have been satisfied. Subsidies<br />

relating to costs are systematically recognised as income in the same period as that in which the relevant costs<br />

are recognised. In the event of grants relating to property, the fair value of the grants will be deducted from the<br />

carrying amount of the property, and annually an item of income will be recognised in the income statement pro<br />

rata the useful life of the relevant property.<br />

Financial income and expense<br />

The profits of associates relate to the proportional part of the profit for the year using the equity method.<br />

Finance income and expense are recognised based on the effective interest income and expense respectively,<br />

including attributable transaction costs.<br />

Dividends on the shares in other companies included under other financial assets are recognised when<br />

<strong>Wegener</strong>'s right to receive the payment is established.<br />

57


58 Financial statements (Notes to the consolidated financial statements)<br />

Taxes<br />

The tax expense is calculated based on the profit before tax, taking into account non-deductible impairment of<br />

goodwill, the participation exemption, and other tax facilities. Furthermore, changes to deferred tax assets and<br />

liabilities resulting from changes in the tax rates applicable to such are also taken into account.<br />

Segment <strong>report</strong>ing<br />

The application of IFRS 8 does not result in information on separate segments, given that the various activities<br />

within <strong>Wegener</strong> all have similar risk profiles and are interrelated to such an extent that operational and strategic<br />

decisions on resources to be allocated are made exclusively at the aggregate level.<br />

<strong>Wegener</strong> does not have a single customer who makes a single contribution to revenue of more than 10%.


Disposal and acquisition of companies<br />

Disposal of companies<br />

<strong>Wegener</strong> did not sell any companies in <strong>2010</strong>.<br />

The comparative figures for 2009 include the sale of AD NieuwsMedia BV and of the assets and liabilities of<br />

<strong>Wegener</strong> NieuwsDruk West to de Persgroep Nederland.<br />

In June <strong>2010</strong> a revised agreement was agreed with de Persgroep Nederland concerning the sale of AD<br />

NieuwsMedia. The result of this revised agreement was that AD NieuwsMedia accelerated the repayment<br />

of the interest-free loan (EUR 15.4 million), that the printing contract of NRC Handelsblad was extended for<br />

<strong>Wegener</strong> NieuwsDruk and that the obligation for de Persgroep Nederland for the lease contract on a building<br />

was released. As a consequence of the release of the lease obligation for de Persgroep Nederland, <strong>Wegener</strong><br />

increased its onerous lease provision for vacated office space for an amount of EUR 1.7 million.<br />

On 31 July 2009 <strong>Wegener</strong> sold its 37% share in AD NieuwsMedia BV and the assets and liabilities of <strong>Wegener</strong><br />

NieuwsDruk West to de Persgroep Nederland. These transactions are interrelated to such an extent that they<br />

were both recognised in the financial statements as a single transaction.<br />

The gain realised on the sale amounted to EUR 0.9 million, based on the carrying amount of the net identifiable<br />

assets and liabilities and the proceeds and costs related to the sale.<br />

Effect of disposal of companies on 2009 figures:<br />

Intangible assets 31,107<br />

Property, plant and equipment 28,478<br />

Inventories 626<br />

Receivables 4,398<br />

Cash and cash equivalents 694<br />

Pensions (4,329)<br />

Provisions (5,741)<br />

Deferred tax liabilities (7,456)<br />

Finance lease liabilities (9,874)<br />

Other current liabilities (13,908)<br />

Net assets and liabilities 23,995<br />

Plus: the new liabilities recognised in respect of onerous lease<br />

contracts and guarantees on subcontracted printing 4,858<br />

Plus: transaction related costs 291<br />

Less: receivable on loan granted (fair value) 1 ) (14,526)<br />

Disposed assets and liabilities, adjusted for provisions,<br />

transaction costs and loan to be repaid 14,618<br />

Sale proceeds 15,528<br />

Profit on disposal of AD NieuwsMedia BV and assets/liabilities of<br />

<strong>Wegener</strong> Nieuwsdruk West 910<br />

Consisting of:<br />

Profit on disposal of shares in AD NieuwsMedia BV 13,343<br />

Loss on disposal of assets and liabilities <strong>Wegener</strong> NieuwsDruk West (12,433)<br />

Sale proceeds 15,528<br />

Less: cash and cash equivalents sold 694<br />

Less: transaction costs paid 291<br />

Net cash flow according to cash flow statement 14,543<br />

1 ) See notes loan page 66 and 67<br />

2009<br />

Financial statements<br />

59


60 Financial statements (Disposal and acquisition of companies<br />

Acquisition of companies<br />

<strong>Wegener</strong> did not acquire any companies in <strong>2010</strong>.<br />

The comparative figures for 2009 include the acquisition of PCM Lokale Media BV.<br />

On 15 July 2009, <strong>Wegener</strong> acquired 100% of the shares in PCM Lokale Media BV (now <strong>Wegener</strong> PLM BV). The fair<br />

value of the assets was EUR 4.0 million and the fair value of the liabilities was EUR 2.5 million. The difference<br />

between the fair value of assets and liabilities and the purchase price was EUR 0.0 million (net of costs).<br />

On 1 January <strong>2010</strong> <strong>Wegener</strong> PLM BV was legally merged with <strong>Wegener</strong> Media BV.


Notes to the consolidated balance sheet<br />

(in thousands of euros)<br />

1 Intangible assets<br />

<strong>2010</strong> Goodwill<br />

Publishing<br />

rights Software Total <strong>2010</strong><br />

Cost 568,069 17,521 49,699 635,289<br />

Accumulated amortisation (75,862) (36,322) (112,184)<br />

Carrying amount at 1 January <strong>2010</strong> 492,207 17,521 13,377 523,105<br />

Change in carrying amount:<br />

At 1 January 492,207 17,521 13,377 523,105<br />

Investments 975 3,214 4,189<br />

Amortisation (2,444) (4,928) (7,372)<br />

Impairment (14,694) (14,694)<br />

Disposals (67) (67)<br />

At 31 December 492,207 1,358 11,596 505,161<br />

Cost 568,069 18,496 51,235 637,800<br />

Accumulated amortisation (75,862) (17,138) (39,639) (132,639)<br />

Carrying amount at 31 December <strong>2010</strong> 492,207 1,358 11,596 505,161<br />

2009 Goodwill<br />

Publishing<br />

rights Software Total 2009<br />

Cost 579,828 20,028 48,852 648,708<br />

Accumulated amortisation (76,229) - (31,834) (108,063)<br />

Carrying amount at 1 January 2009 503,599 20,028 17,018 540,645<br />

Change in carrying amount:<br />

At 1 January 503,599 20,028 17,018 540,645<br />

Reclassification (1,203) 1,203 -<br />

Investments 16,318 2,651 18,969<br />

Acquisition of group companies 97 97<br />

Deconsolidation of AD NieuwsMedia (10,189) (20,028) (890) (31,107)<br />

Amortisation (5,499) (5,499)<br />

At 31 December 492,207 17,521 13,377 523,105<br />

Cost 568,069 17,521 49,699 635,289<br />

Accumulated amortisation (75,862) - (36,322) (112,184)<br />

Carrying amount at 31 December 2009 492,207 17,521 13,377 523,105<br />

Financial statements<br />

61


62 Financial statements (Notes to the consolidated balance sheet)<br />

Of the goodwill, EUR 492.2 million (year-end 2009: EUR 492.2 million) relates to the acquisition of the former<br />

VNU Dagbladengroep in 2000. As explained before, the activities of the former VNU Dagbladen group are<br />

integrated within the total <strong>Wegener</strong> newspaper activities in such a way as to create a single cash-generating<br />

unit. After the sale of AD NieuwsMedia BV only this goodwill remains.<br />

The goodwill impairment test is based on the net realisable value of the goodwill of newspaper activities which<br />

is determined with reference to the value in use calculated on the basis of cash flow projections for a five-year<br />

period. Up to 2007, the cash flow was forecast over a ten-year period. Due to uncertainty in the market, the<br />

normal cycle on which the ten-year period is based was no longer reliable. The period was therefore reduced<br />

to five years. These cash flow forecasts are based on the budgets for 2011 and <strong>2010</strong> respectively and recent<br />

long-term forecasts. After five years account has been taken of a perpetual cash flow based on the cash flow<br />

of the fifth year. In view of the current economic developments, the future cash flows and the perpetual cash<br />

flow were calculated with reference to a scenario that provides for a steady downward trend, in addition to the<br />

assumptions in long-term forecasts.<br />

These cash flows were discounted using a pre-tax discount rate of 10.0% (2009: 9.1%). As the discount rate<br />

cannot be derived from current market transactions for comparable assets, it was decided to determine the<br />

weighted average cost of capital of <strong>Wegener</strong>.<br />

To determine the sensitivity of a possible impairment of the goodwill, an analysis was made from the<br />

assumptions underlying the assessment of the future cash flows and the discount rate. The key assumptions<br />

are the development of the operating result and the weighted average cost of capital. However, limited changes<br />

in the assumptions for the development of the operating result will not cause the net realisable value to fall<br />

below the carrying amount. Regarding the weighted average cost of capital a strong increase of this rate will not<br />

lead to a lower net realisable value than the carrying amount.<br />

The reclassification from goodwill to publishing rights in 2009 concerns the surplus value of purchased assets<br />

paid upon the acquisition of, in particular, local free door-to-door newspapers.<br />

In 2009 <strong>Wegener</strong> capitalised the publishing rights (concerning circulation and distribution) of Dagblad De Pers<br />

newspaper (which is owned by Mountain Media BV) for an amount of EUR 16 million. The publishing rights<br />

are amortised on a straight-line basis from the effective date (1 January <strong>2010</strong>) and are amortised to zero;<br />

amortisation stops on the date the contract ends (March 2022).<br />

In the course of <strong>2010</strong> it was known that the actual advertising revenues for Dagblad De Pers have fallen<br />

considerably behind the previous expectations of management, with the result that <strong>Wegener</strong> expects to<br />

incur a loss over the life of the contract (see page 77). As a consequence, <strong>Wegener</strong> has recorded a provision<br />

for onerous contracts of EUR 48 million which relates to the present value of future cash losses over the<br />

remaining years of the contract. Besides the common amortisation of EUR 1.3 million an impairment of<br />

EUR 14.7 has been made regarding the publishing rights of Dagblad De Pers (cumulative impairment at<br />

year-end <strong>2010</strong>: EUR 14.7 million; 2009: EUR nil).<br />

The net realisable value of the contract of Dagblad De Pers is determined with reference to the value in use<br />

calculated on the basis of cash flow projections for the remaining years of the arrangement.<br />

The cash flow forecast is based on the budget for 2011 and recent long-term forecasts. The future pre-cash<br />

flows were calculated with reference to a scenario that provides for a modest increase of the revenue. These<br />

cash flows were discounted using a pre-tax discount rate of 6.0%, which is equal to the discount rate used on<br />

calculating the provisions at net present value with premium loading.<br />

Other investments in publishing rights made in <strong>2010</strong> as well as in 2009 relate to acquisitions and collaborative<br />

ventures in connection with the exploitation of local door-to-door newspapers.


<strong>2010</strong><br />

2 Property, plant and equipment<br />

Land and<br />

buildings<br />

Plant<br />

and<br />

equipment<br />

Financial statements (Notes to the consolidated balance sheet)<br />

Other<br />

fixed<br />

assets<br />

Fixed<br />

assets under<br />

construction<br />

Cost 46,439 135,260 40,898 1,596 224,193<br />

Accumulated depreciation (23,274) (78,296) (34,015) (135,585)<br />

Carrying amount at 1 January <strong>2010</strong> 23,165 56,964 6,883 1,596 88,608<br />

Change in carrying amount:<br />

At 1 January 23,165 56,964 6,883 1,596 88,608<br />

Additions 3,270 84 657 1,687 5,698<br />

Disposals (21) (21)<br />

Depreciation (2,321) (6,460) (2,503) (11,284)<br />

Reclassification between categories 7 (253) 246 -<br />

Realised projects under construction 1,743 982 (2,725) -<br />

At 31 December 25,864 50,335 6,244 558 83,001<br />

Cost 51,606 135,092 41,068 558 228,324<br />

Accumulated depreciation (25,742) (84,757) (34,824) (145,323)<br />

Carrying amount at<br />

31 December <strong>2010</strong> 25,864 50,335 6,244 558 83,001<br />

2009<br />

Land and<br />

buildings<br />

Plant<br />

and<br />

equipment<br />

Other<br />

fixed<br />

assets<br />

Fixed<br />

assets under<br />

construction<br />

Cost 57,785 208,617 47,831 14,701 328,934<br />

Accumulated depreciation (27,730) (143,622) (38,091) - (209,443)<br />

Carrying amount at 1 January 2009 30,055 64,995 9,740 14,701 119,491<br />

Total<br />

<strong>2010</strong><br />

Total<br />

2009<br />

Change in carrying amount:<br />

At 1 January 30,055 64,995 9,740 14,701 119,491<br />

Acquired group companies 3 8 42 53<br />

Additions<br />

Deconsolidation of AD NieuwsMedia<br />

561 12,481 13,042<br />

BV and <strong>Wegener</strong> NieuwsDruk West (15,814) (11,567) (1,054) (43) (28,478)<br />

Disposals (103) (105) (208)<br />

Depreciation (2,821) (9,724) (2,747) (15,292)<br />

Realised projects under construction 11,742 13,355 446 (25,543) -<br />

At 31 December 23,165 56,964 6,883 1,596 88,608<br />

Cost 46,439 135,260 40,898 1,596 224,193<br />

Accumulated depreciation<br />

Carrying amount at<br />

(23,274) (78,296) (34,015) (135,585)<br />

31 December 2009 23,165 56,964 6,883 1,596 88,608<br />

63


64 Financial statements (Notes to the consolidated balance sheet)<br />

In 2007, preparations were launched with regard to renewal of the newspaper presses in the printing plant<br />

at Best (the Netherlands). During 2009 all three presses were in operation, the first two already in 2008. In<br />

<strong>2010</strong> further work was carried out to improve the presses and renovate the associated buildings. The total<br />

investment in the new presses in Best and the associated accommodation amounts to EUR 3.2 million in <strong>2010</strong>,<br />

the capitalised construction interest costs were nil (2009: EUR 11.9 million, including capitalised construction<br />

period interest costs of EUR 0.2 million). At the end of <strong>2010</strong>, EUR 4.0 million of the investment was recognised<br />

under investment creditors (2009: EUR 5.5 million).<br />

Property, plant and equipment include assets financed with a finance lease. The carrying amount of the relevant<br />

assets at the balance sheet date was:<br />

<strong>2010</strong> 2009<br />

Plant and equipment 4,742 5,733<br />

4,742 5,733<br />

Property, plant and equipment largely relates to printing plants, rotary newspaper presses, and ICT equipment.<br />

Office buildings are often leased. In light of the specific character of property, plant and equipment, it is<br />

estimated that the fair value does not differ significantly from the carrying amount.<br />

3 Investments in associates<br />

<strong>2010</strong> 2009<br />

At 1 January 4,561 4,465<br />

Plus: share in net profits 1,196 698<br />

capital contributions 291 392<br />

6,048 5,555<br />

Less: dividend received 914 994<br />

At 31 December 5,134 4,561<br />

During <strong>2010</strong> as well as 2009 no associates were acquired or divested.


Financial statements (Notes to the consolidated balance sheet)<br />

The following summarised financial information can be given on the associates recognised in the balance sheet<br />

(total amounts for all combined associates, pro rata to the proprietary rights held):<br />

<strong>2010</strong> 2009<br />

At 31 December<br />

Current assets 10,065 9,244<br />

Non-current assets 822 1,058<br />

Total assets 10,887 10,302<br />

Current liabilities 5,753 5,738<br />

Non-current liabilities - 3<br />

Total liabilities 5,753 5,741<br />

Revenue 7,646 7,081<br />

Operating expenses (5,919) (6,106)<br />

Financial income and expenses 17 72<br />

Result before tax 1,744 1,047<br />

Tax (548) (349)<br />

Net profit 1,196 698<br />

4 Deferred tax assets<br />

<strong>2010</strong> 2009<br />

At 1 January 10,837 789<br />

Transfer to current tax receivables 7 -<br />

Acquired group company - 261<br />

Deconsolidation of AD NieuwsMedia BV - 7,456<br />

Taken to the income statement 4,900 2,075<br />

Withdrawn / taken to equity (255) 256<br />

15,489 10,837<br />

65


66 Financial statements (Notes to the consolidated balance sheet)<br />

The deferred tax asset relates to:<br />

<strong>2010</strong><br />

Intangible<br />

assets<br />

Property<br />

plant and<br />

equipment Pensions Provisions<br />

Other<br />

assets and<br />

liabilities Subtotal<br />

Capitalised<br />

carry<br />

forward<br />

losses Total<br />

At 1 January <strong>2010</strong><br />

Reclass to<br />

115 (144) 2,466 868 (1,937) 1,368 9,469 10,837<br />

current liabilities<br />

Taken to the<br />

- 7 7<br />

income statement (27) 438 2,177 7,143 345 10,076 (5,176) 4,900<br />

Withdrawn to equity (255) (255) (255)<br />

At 31 December <strong>2010</strong> 88 294 4,643 2,011 (1,847) 11,189 4,300 15,489<br />

2009<br />

Intangible<br />

assets<br />

Property<br />

plant and<br />

equipment Pensions Provisions<br />

Other<br />

assets and<br />

liabilities Subtotal<br />

Capitalised<br />

carry<br />

forward<br />

losses Total<br />

At 1 January 2009<br />

Deconsolidation of<br />

AD NieuwsMedia BV and<br />

<strong>Wegener</strong> NieuwsDruk<br />

West and acquired group<br />

(7,456) (2,774) 3,795 642 (3,074) (8,867) 9,656 789<br />

companies<br />

Taken to the<br />

7,600 93 13 11 7,717 7,717<br />

income statement (29) 2,630 (1,422) 213 870 2,262 (187) 2,075<br />

Taken to equity 256 256 256<br />

At 31 December 2009 115 (144) 2,466 868 (1,937) 1,368 9,469 10,837<br />

5 Other financial assets<br />

Loans to associates<br />

<strong>2010</strong> 2009<br />

At 1 January 250 125<br />

Plus: granted - 150<br />

250 275<br />

Less: received 65 25<br />

At 31 December 185 250<br />

In <strong>2010</strong>, Punt Uit Media BV and Peel en Maas repaid part of the loan.<br />

In 2009 two loans were granted and Punt Uit Media BV repaid a part of its loan.<br />

Loan to AD NieuwsMedia BV<br />

<strong>2010</strong> 2009<br />

At 1 January 10,863 -<br />

Plus: granted - 10,563<br />

interest on discounted loan 330 300<br />

Less: received repayment 11,193 -<br />

At 31 December - 10,863


Financial statements (Notes to the consolidated balance sheet)<br />

On 29 June <strong>2010</strong> there was the early repayment amounting to EUR 15.4 million, by Persgroep Nederland, of<br />

the non-interest-bearing loan to AD NieuwsMedia BV. Upon the sale of the shares at the end of July 2009,<br />

the shareholders’ loan to AD NieuwsMedia BV was converted into a non-interest-bearing loan. That loan was<br />

discounted to its present value on the basis of the market interest rate (end of July 2009: 5.9%) and was to be<br />

increased by annual interest. At year-end 2009 this loan had a fair value of EUR 14.5 million. The nominal value<br />

of the loan was EUR 16.7 million. Part of it was recognised as a short-term receivable. De Persgroep NV (Belgium)<br />

offered security for its repayment.<br />

Shares in other companies<br />

<strong>2010</strong> 2009<br />

At 1 January 35 35<br />

Less: due to liquidation 9 -<br />

At 31 December 26 35<br />

The liquidation in <strong>2010</strong> concerns ING Lease Starprint & Polaris Marketing BV.<br />

No changes occurred in 2009.<br />

Receivables from personnel under pension plans<br />

<strong>2010</strong> 2009<br />

At 1 January - 2,775<br />

Plus: interest on discounted receivable - 30<br />

- 2,805<br />

Less: income - 149<br />

deconsolidation of AD NieuwsMedia BV - 1,086<br />

reclassification receivables personnel - 1,570<br />

At 31 December - -<br />

As a result of the sale of AD NieuwsMedia BV, the receivable with respect to the PGB-PCM pension plan was<br />

derecognised. The reclassification relates to the receivable from personnel regarding supplementary pension<br />

commitments. The receivable is netted against the pension provision.<br />

6 Current assets<br />

Inventories<br />

<strong>2010</strong> 2009<br />

Rotary newsprint 1,247 1,393<br />

Other 698 826<br />

1,945 2,219<br />

Other inventories mostly relate to graphic materials such as ink and plates.<br />

67


68 Financial statements (Notes to the consolidated balance sheet)<br />

Trade and other receivables<br />

<strong>2010</strong> 2009<br />

Trade receivables 39,809 42,177<br />

Prepaid pension premiums 670 518<br />

Receivables from associates - 35<br />

Other receivables, prepayments and accrued income 3,698 11,892<br />

44,177 54,622<br />

Other receivables, prepayments and accrued income includes year-end 2009 the current portion of the loan to<br />

AD NieuwsMedia BV in the amount of EUR 4.1 million.<br />

The age structure of trade receivables as at the balance sheet date is as follows:<br />

<strong>2010</strong> 2009<br />

receivables provision receivables provision<br />

Not due 35,000 (900) 30,697 (729)<br />

Due 0 - 90 days 8,448 (795) 15,823 (867)<br />

Due 91 - 120 days 271 (72) 304 (93)<br />

Due 121 - 180 days 536 (220) 303 (108)<br />

Due more than 180 days 1,770 (1,463) 1,117 (987)<br />

46,025 (3,450) 48,244 (2,784)<br />

Bad debt provision (3,450) (2,784)<br />

Credit note provision (2,766) (3,283)<br />

Total trade receivables 39,809 42,177<br />

The trade receivables item includes a write-down for an amount of EUR 3.5 million (2009: EUR 2.8 million).<br />

The provision for credit notes relates to complaints, quantity bonuses to be settled and contract positions<br />

to be set off.<br />

Movements in the bad debt provision are as follows:<br />

<strong>2010</strong> 2009<br />

At 1 January 2,784 2,696<br />

Plus: taken to income statement 1,250 1,229<br />

acquisition of group company - 133<br />

4,034 4,058<br />

Less: deconsolidation of AD NieuwsMedia BV - 175<br />

withdrawal 584 1,099<br />

At 31 December 3,450 2,784<br />

The provision has been determined almost entirely on a collective basis. An assessment based on individual<br />

items was also carried out. Due to the persistent economic crisis and the resulting rise in bad debt risk, a<br />

provision has also been created for the items that are not overdue.


Cash and cash equivalents<br />

Financial statements (Notes to the consolidated balance sheet)<br />

<strong>2010</strong> 2009<br />

Cash at bank 2,096 3,465<br />

Cash in hand 33 35<br />

Cash and cash equivalents are freely available.<br />

7 Equity<br />

At year-end <strong>2010</strong>, the authorised share capital consisted of:<br />

> 65,000,000 ordinary shares with a nominal value of EUR 0.30 each<br />

> 15,000,000 cumulative financing preference shares with a nominal value of EUR 0.30 each<br />

Cumulative financing preference shares<br />

Relating to cumulative financing preference shares, the following is of importance.<br />

2,129 3,500<br />

Voting rights on cumulative financing preference shares depend on the fair value of the capital contribution<br />

relating to the value of the ordinary shares in the capital of Koninklijke <strong>Wegener</strong> NV, whereby no more than one<br />

vote per cumulative financing preference share can be cast. The value of the ordinary shares is calculated<br />

annually at 31 December as the arithmetic average of the share price for the previous twenty stock exchange<br />

trading days. The value calculated accordingly amounted to EUR 5.69 per ordinary share at year-end <strong>2010</strong><br />

(2009: EUR 3.89). Based on a capital contribution of EUR 7.00 per cumulative financing preference share, the<br />

voting rights attached to these latter shares are equal to 100% of ordinary shares. Consequently, the voting<br />

rights satisfy the relevant provision of the Dutch Corporate Governance Code.<br />

The Management Board (with the approval of the Supervisory Board) can decide to reserve the profit before a<br />

preference dividend is paid. The payment of dividends on ordinary shares will only take place after the dividend<br />

on the cumulative financing preference shares has been paid. If in any particular year the profit is not sufficient<br />

to pay the dividend on the cumulative financing preference shares, or to add such to the dividend reserves<br />

relating to the cumulative financing preference shares, the deficit can be made up in the following financial<br />

years (accumulation provision). A payment is owed on a dividend reserve in subsequent financial years equal to<br />

the dividend percentage on the cumulative financing preference shares.<br />

Despite the losses incurred in <strong>2010</strong>, the Management Board proposes, in accordance with Article 45 of the<br />

Article of Association of Koninklijke <strong>Wegener</strong> NV, dividend on cumulative financing preference shares.<br />

From 1 January 2006 to 31 December <strong>2010</strong>, a coupon rate of 5.33% of the issue price of EUR 7.00 applies. The<br />

coupon rate for the period from 1 January 2011 to 31 December 2015 inclusive has been set at 5.53%.<br />

At year-end <strong>2010</strong>, all (depository receipts for) cumulative financing preference shares not held by <strong>Wegener</strong> were<br />

held (indirectly) by Mecom Group plc.<br />

On initial issue in 2001, 8,089,718 cumulative financing preference shares were issued at an issue price of<br />

EUR 7.00 and a nominal value of EUR 0.30 per share. On 2 January 2006, 3,889,545 depository receipts for<br />

cumulative financing preference shares were purchased, but these have not been cancelled since then. The<br />

relevant depository receipts are therefore held by Koninklijke <strong>Wegener</strong> NV. In 2009 and <strong>2010</strong>, no changes<br />

occurred in the number of cumulative financing preference shares. Hence, at 31 December <strong>2010</strong> there<br />

were 4,200,173 shares. At year-end <strong>2010</strong>, depository receipts for shares had been issued for all cumulative<br />

preference shares.<br />

In <strong>2010</strong> EUR 1.6 million in dividend was distributed on cumulative financing preference shares from the 2009<br />

profit appropriation (2009: EUR 1.6 million for 2008).<br />

69


70 Financial statements (Notes to the consolidated balance sheet)<br />

Ordinary shares<br />

Movements during the financial year were as follows:<br />

Number of shares Issued capital Share premium<br />

At 1 January <strong>2010</strong> 45,008,842 13,503 139,317<br />

Changes during the financial year - - -<br />

At 31 December <strong>2010</strong> 45,008,842 13,503 139,317<br />

The nominal value of the ordinary shares at year-end <strong>2010</strong> was EUR 13,502,653 (year-end 2009: EUR<br />

13,502,653). At year-end <strong>2010</strong>, depository receipts for shares had been issued for an amount of EUR 1,838,240<br />

(year-end 2009: EUR 1,838,240).<br />

In <strong>2010</strong> and 2009 no dividend on ordinary shares was distributed.<br />

Reserves<br />

The equity attributable to equity holders of Koninklijke <strong>Wegener</strong> NV consists of the issued share capital,<br />

reserves, and the result for the current year.<br />

The share premium was created on the issue of ordinary and cumulative financing preference shares being the<br />

difference between the issue price and the nominal value. The transaction costs for the issue of shares were<br />

charged to the share premium account.<br />

The cash flow hedge reserve consists of the changes in fair value of effective hedging interest swaps. Reference<br />

is made to the accounting policies, under “Derivative financial instruments”.<br />

Retained earnings relate to the balance of profits achieved in the past that was not distributed to shareholders<br />

and goodwill being written off to the extent it was paid before 1 January 1999. With reference to the latter,<br />

please see the accounting policies, under “Intangible assets”.<br />

The results for the year are at the free disposal of the shareholders of Koninklijke <strong>Wegener</strong> NV. For the policy<br />

relating to dividends on cumulative financing preference shares, please see the above notes on the cumulative<br />

financing preference shares. Reference is also made to the notes under the section “Dividends paid and<br />

proposed”.


8 Pensions<br />

Financial statements (Notes to the consolidated balance sheet)<br />

<strong>2010</strong> 2009<br />

Early retirement and (pre-)pension plans 11,489 13,557<br />

“Moratorium shortfall” funding commitment 22,109 25,411<br />

Individual plans 295 317<br />

33,893 39,285<br />

<strong>2010</strong> 2009<br />

At 1 January 39,285 24,410<br />

Plus: taken to the income statement 3,358 26,372<br />

acquired group companies - 365<br />

change in discount rate *) - 796<br />

interest 1,427 826<br />

44,070 52,769<br />

Less: withdrawals 7,714 5,870<br />

deconsolidation of AD NieuwsMedia and <strong>Wegener</strong> NieuwsDruk West - 4,329<br />

early retirement commitments released to the income statement *) 2,320 1,515<br />

change in discount rate 143<br />

reclassification from receivables from personnel and other receivables - 1,770<br />

At 31 December 33,893 39,285<br />

*) This related to the actuarial gains and losses resulting from the reduction of the obligations, including<br />

premium adjustments.<br />

<strong>2010</strong> 2009<br />

Non-current 27,994 33,010<br />

Current 5,899 6,275<br />

33,893 39,285<br />

Of the non-current portion, EUR 11.9 million relates to the period after five years<br />

(year-end 2009: EUR 15.7 million).<br />

<strong>Wegener</strong> has pension commitments under several plans:<br />

1. <strong>Wegener</strong> pension plan at PGB (Graphic Sector Pension Fund). As from 1 January <strong>2010</strong> the company pension<br />

fund was transferred, voluntarily, to the Graphic Sector Pension Fund.<br />

2. Graphic Sector Pension Fund at PGB, mandatory sectoral pension plan<br />

3. Moratorium shortfall pension plan at PGB<br />

4. Supplementary pension commitments (past-service)<br />

5. Early retirement and pre-pension plans<br />

6. Health insurance contributions during retirement<br />

7. Several individual pension plans<br />

8. Pension plan for members and former members of the Management Board<br />

71


72 Financial statements (Notes to the consolidated balance sheet)<br />

This means that as from 1 January <strong>2010</strong> <strong>Wegener</strong> has accommodated the following plans with the PGB:<br />

> the <strong>Wegener</strong> pension plan (voluntary participation after transition from APW)<br />

> the Graphic Sector Pension Fund (compulsory participation Grafimedia graphics industry)<br />

> the pension plan to fund the “moratorium shortfall”<br />

> the supplementary pension commitments<br />

1. <strong>Wegener</strong> pension plan at PGB<br />

<strong>Wegener</strong> joined the PGB on a voluntary basis on 1 January <strong>2010</strong>. As a result of the transition to the PGB, the PGB<br />

plan (see below) has applied since 1 January <strong>2010</strong>, subject to a number of <strong>Wegener</strong>-specific amendments. The<br />

amended pension plan is largely identical to the former APW pension plan. Since the transition, all of <strong>Wegener</strong>’s<br />

major pension plans have been accommodated with the PGB.<br />

In the opinion of <strong>Wegener</strong>, the plan qualifies as a defined contribution plan.<br />

Up to and including 2009, the <strong>Wegener</strong> pension plan was administered by the company pension fund Algemeen<br />

Pensioenfonds <strong>Wegener</strong> (APW). The financing agreements, which were introduced on 1 January 2005, relating<br />

to this plan between the company pension fund, APW, and the employer, <strong>Wegener</strong>, were valid for a period of five<br />

years. The new pension plan was a collective defined contribution plan. During the term of the agreement, the<br />

employer and the employee paid the pension fund a total fixed contribution of 25.7% of the pension entitlement<br />

per year. The fixed pension contribution of 25.7% was agreed in light of the collective labour agreement on<br />

pensions applicable at the time, which included a maximum pension contribution of 24%, to be supplemented<br />

with 1.7% for a dependant’s pension.<br />

The <strong>Wegener</strong> General Pension Fund (APW) used the funds (such as contribution revenue, investment earnings<br />

and capital) to administer the pension plan on the basis of group solidarity. Pension entitlements were accrued<br />

on the basis of the conditional average salary system, with indexation of the accrued entitlements and<br />

indexation of pensions in payment. These pension entitlements were only accrued and indexed if the pension<br />

fund had sufficient funds available, and under certain circumstances the entitlements already accrued could<br />

even be cut back.<br />

With respect to the APW, <strong>Wegener</strong> made an estimate of the costs of the pension accrual of active participants,<br />

taking into account a mark-up for future collection and administrative expenses, risk of employment disability<br />

contribution exemption, solvency mark-ups, long-life risk, and future indexation of the pension accrual.<br />

It was established that the paid pension contributions did not cover the financing of (increases in) conditional<br />

entitlements or benefits which are attributable to the period of employment already served, and therefore<br />

entailed adjustments over that past period.<br />

2. Graphic Sector Pension Fund at PGB<br />

The PGB plan applies to (the majority of) the staff of <strong>Wegener</strong> NieuwsDruk (compulsory participation). The<br />

pension plan is an average salary plan.<br />

The PGB does not provide further details for the purpose of preparing the IFRS financial statements of <strong>Wegener</strong>.<br />

Given that the PGB is unable to allocate a proportional part of investments and liabilities to the participating<br />

companies, the plan qualifies as a collective defined contribution plan. Also the companies participating in it are<br />

only required to pay a premium fixed in advance, and there is no obligation to top-up any deficits, nor is there any<br />

entitlement to any accrued surpluses.<br />

There is no financing agreement between <strong>Wegener</strong> and the PGB. <strong>Wegener</strong> has not received any figures from<br />

the PGB on the basis of which a reliable estimate could be made of <strong>Wegener</strong>'s share in the assets and liabilities<br />

of the PGB. As a result of the above, the paid pension contributions have been taken to the income statement.<br />

According to <strong>Wegener</strong>, if information had been received from PGB, this would not have had any material impact<br />

on the income statement.


Financial statements (Notes to the consolidated balance sheet)<br />

3. Moratorium shortfall pension plan at PGB<br />

On 1 January <strong>2010</strong> all assets and liabilities of <strong>Wegener</strong> General Pension Fund (APW) were transferred to<br />

the Graphic Sector Pension Fund (PGB), which, as from that date, took over from APW the responsibility for<br />

administering the provisionally indexed average salary plan. The transfer was agreed at the moment APW,<br />

relative to the PGB, had a historically high funding ratio, enabling the transfer to be finalised on conditions that<br />

were acceptable to both parties.<br />

APW administered a final salary plan until the first years of this millennium. Owing to substantial past-service<br />

commitments in connection with rising wages, combined with a decline in the value of investments due to<br />

falling share prices, APW’s financial position was no longer sufficient at the time. In response, after a period<br />

of investigation and consultation the parties involved (the APW board and the employer and employees)<br />

decided to terminate the final pay plan and introduce the contingent indexed average salary system that<br />

still applies today. During that period of investigation and consultation (which lasted from 1 July 2002 until<br />

31 December 2004) a moratorium applied during which no past-service commitments were allocated. This is<br />

referred to within <strong>Wegener</strong> as the “moratorium shortfall”. Neither APW nor <strong>Wegener</strong> were under an obligation<br />

to compensate for the rights that had not been granted after all, which is why these rights were not included in<br />

the balance sheet. Nevertheless, the APW board had expressed its ambition to grant the past-service after all,<br />

funds permitting, to groups of employees that had retired in the year concerned.<br />

At the end of 2009, as part of the transfer from APW to the PGB the parties committed to compensating all<br />

(former) <strong>Wegener</strong> employees for the “moratorium shortfall” under the PGB. The “moratorium shortfall” will be<br />

funded from an annual 4.2% contribution (of which an average of 75% is for the employer’s account) paid to the<br />

PGB until the shortfall has been eliminated. Due to this contribution towards the moratorium shortfall, the total<br />

PGB contribution for <strong>2010</strong> will amount to 25.7% (2009: 25.7%). It is expected that the moratorium shortfall can<br />

be eliminated in full in around ten years.<br />

This commitment (employer’s contribution) was included in the balance sheet as a pension provision at<br />

year-end 2009 based on actuarial principles. The relevant plan qualifies as a defined conditional pension plan.<br />

In November <strong>2010</strong> the first past-service purchase was effected from the earmarked part (4.2%) of the<br />

contributions up to and including 1 July <strong>2010</strong>. The retirees concerned have received a corresponding<br />

subsequent pension payment retroactive to 1 July <strong>2010</strong>. The next purchase will be effected on 1 July 2011.<br />

4. Supplementary pension commitments<br />

A select group of employees has been granted entitlements to a conditional past-service plan in the form of<br />

an intended old age and dependant’s pension.<br />

This plan only applies to the group of employees born in or after 1950 who were employed by <strong>Wegener</strong> at<br />

year-end 2005 (and are still employed by <strong>Wegener</strong> on their retirement date) and who were subject to the<br />

Grafimedia collective labour agreement at the time. The pension base is determined with reference to the<br />

number of past years of service as at 31 December 2005 and the fixed pensionable salary that applied as<br />

at 31 December 2005. This plan, which took effect in 2006, was administered by PGB on the strength of an<br />

additional agreement. Both the employer and the employees contribute to the required funds. The employees’<br />

contributions are transferred to a fund specifically created for this plan. For the employer’s contribution to<br />

the required capital a provision has been formed in <strong>Wegener</strong>’s consolidated balance sheet. The pension is<br />

purchased and funded on 31 December 2020 or on the day preceding the retirement date of the employee<br />

concerned if that date is earlier than 1 January 2021. The plan qualifies as a conditional defined benefit plan.<br />

73


74 Financial statements (Notes to the consolidated balance sheet)<br />

5. Early retirement and pre-pension plans<br />

An early retirement transition plan on a pay-as-you-go basis is in place for staff or former staff born before 1950<br />

and employed by <strong>Wegener</strong> Media (with the exception of newspaper journalists, who are covered by a separate<br />

plan) and <strong>Wegener</strong> NieuwsDruk.<br />

These early retirement and pre-pension plans are conditional defined benefit plans. <strong>Wegener</strong> has formed a<br />

provision for the present value of future contributions payable up to and including 2014. This was calculated<br />

based on the annual accrual for participating employees who will still be entitled to benefit from the existing<br />

transition plans over the coming years (until 2012). These costs are allocated to the period in which the<br />

employees were actively working. The existing benefits are financed by the annual contributions.<br />

The early retirement plans have a maximum income limit on which early retirement pension benefits are paid.<br />

For certain groups of employees with higher incomes, <strong>Wegener</strong> has made a commitment to supplement<br />

the sector early retirement pension plan (supplementary pension). Provisions have been formed for these<br />

commitments. Costs of supplementary pensions and the costs of pension accrual during the early retirement<br />

period are determined using the projected unit credit method.<br />

6. Health insurance contributions during retirement<br />

Commitments were made to certain groups of employees relating to health insurance contributions during<br />

retirement. In connection with the introduction of the standard insurance cover for healthcare expenses on<br />

1 January 2006 and the associated new regulations relating to employee and employer contributions, the<br />

existing commitments have been adjusted accordingly. These adjustments entail that for active members the<br />

plan has been abolished, and for inactive (retired) members the plan will gradually be phased out over several<br />

years (up to and including <strong>2010</strong>).<br />

The (remaining) provision formed for this purpose is calculated using the projected unit credit method.<br />

7. Several individual pension plans<br />

There are non-reinsured pension commitments for a very limited number of individual current and former<br />

employees. A provision has been formed for the associated cost, which was determined actuarially using the<br />

projected unit credit method. The relevant plan qualifies as a defined conditional pension plan.<br />

8. Pension plan for members and former members of the Management Board<br />

A defined contribution plan is in place for the current and former members of the Management Board. This is<br />

an average salary system with an accrual percentage of 2.25% on the pensionable salary to be determined<br />

annually. The plan includes supplementary indexation irrespective of the employment contract and dependent<br />

on the surplus interest realised in this plan with the pension insurer, with an annual mark-up of up to 1.5%, funds<br />

permitting.


Below is an overview of the main principles and assumptions applied in the calculation of the pension<br />

commitments:<br />

<strong>2010</strong> 2009<br />

Financial statements (Notes to the consolidated balance sheet)<br />

GBM/GBV 2000-2005<br />

GBM/GBV 2000-2005<br />

with age adjustment for both men and with age adjustment for both men and<br />

Mortality tables<br />

women of -2 year<br />

women of -2 year<br />

Discount rate* 3.6% 3.5%<br />

General pay rise 2.25% 2.25%<br />

< age 45: 3%<br />

< age 45: 3%<br />

Career-related pay rise<br />

from age 45: 0%<br />

from age 45: 0%<br />

< age 26: 10%<br />

< age 26: 10%<br />

from age 26: linear decrease to 0%<br />

from age 26: linear decrease to 0%<br />

Chance of dismissal<br />

at age 60<br />

at age 60<br />

Mortality trend mark-up 1.0% 1.0%<br />

* For the purpose of calculating the present value of the commitment arising from the moratorium shortfall, in<br />

2009 a discount rate of 4.25% has been applied.<br />

With respect to the calculation of the early retirement premium, a contraction of the sector of 2.5% per annum<br />

has specifically been taken into account (2009: 2.5%).<br />

The discount rate used for the actuarial provisions referred to above is determined on the basis of the weighted<br />

average terms of the various plans and the associated interest rates of corporate bonds with a high credit rating<br />

(AA-rating). At year-end <strong>2010</strong> this was 3.6% (2009: 3.5%).<br />

<strong>2010</strong> 2009 2008 2007 2006<br />

Pension commitments at 31 December 33,893 39,285 24,110 32,868 40,219<br />

Experience adjustments on commitments 2,808 719 5,621 3,339 (6,253)<br />

There were no plan assets in this period.<br />

9 Provisions<br />

<strong>2010</strong> 2009<br />

Reorganisations 8,807 17,516<br />

Onerous contracts 44,425 9,292<br />

Anniversary and leaving benefits 5,958 6,371<br />

Recognised under non-current liabilities 59,190 33,179<br />

The provision for onerous contracts is presented as a separate provision in the <strong>2010</strong> financial statements.<br />

The comparative figures for 2009 have been restated accordingly.<br />

75


76 Financial statements (Notes to the consolidated balance sheet)<br />

Reorganisations<br />

<strong>2010</strong> 2009<br />

At 1 January 39,335 65,240<br />

Plus: taken to the income statement 6,529 19,826<br />

change in discount rate - 355<br />

interest 982 2,115<br />

acquired group companies - 603<br />

46,846 88,139<br />

Less: released to the income statement 34 10,500<br />

withdrawals 29,502 33,249<br />

change in discount rate 17 -<br />

deconsolidation of AD NieuwsMedia BV - 5,055<br />

At 31 December 17,293 39,335<br />

<strong>2010</strong> 2009<br />

Non-current 8,807 17,516<br />

Current 8,486 21,819<br />

At year-end <strong>2010</strong> and 2009 the non-current portion had a term of less than five years.<br />

17,293 39,335<br />

The provision for reorganisations concerns the costs relating to the agreed social plan. In particular, it includes<br />

the cost of redundancy plans, outplacement, supplementary unemployment benefits, and senior staff benefits.<br />

The costs of senior staff benefits comprise the continued payment of salary until the age of 60, and the<br />

payment of supplementary benefits in addition to existing (transition) benefits for early retirement and prepension<br />

between the age of 60 and 65.<br />

The project to amalgamate the three publishing companies <strong>Wegener</strong> NieuwsMedia, <strong>Wegener</strong> Huis-aan-huis<br />

Media and <strong>Wegener</strong> MediaVentions into a single company, and the associated integration of all group staff<br />

services, was largely completed in 2009 and took partly place in <strong>2010</strong>.<br />

Of the addition to the income statement, EUR 6.5 million (2009: EUR 19.8 million) was charged to staff costs.<br />

The addition in <strong>2010</strong> concerned a supplement to current reorganisations (especially Delta) and a few smaller<br />

new reorganisations.<br />

The release to the income statement in 2009 is due to higher natural staff turnover and lower average salaries<br />

than originally estimated.<br />

The provision is shown at present value, using a discount rate of 3.6% (2009: 3.5%), based on the duration of<br />

the various plans and the associated interest rates for corporate bonds with a high credit rating (AA-rating).


Onerous contracts<br />

Financial statements (Notes to the consolidated balance sheet)<br />

<strong>2010</strong> 2009<br />

At 1 January 11,258 4,850<br />

Plus: taken to the income statement 49,700 6,002<br />

change in discount rate - 390<br />

interest 360 266<br />

61,318 11,508<br />

Less: released to the income statement 979 -<br />

withdrawals 2,279 250<br />

change in discount rate 325 -<br />

At 31 December 57,735 11,258<br />

<strong>2010</strong> 2009<br />

Non-current 44,425 9,292<br />

Current 13,310 1,966<br />

57,735 11,258<br />

Of the non-current portion, EUR 13.3 million relates to the period after five years (2009: EUR 2.5 million).<br />

The provision for onerous contracts concerns the provision for the onerous contract with Dagblad De Pers and<br />

provisions for vacated office space.<br />

Of the addition in <strong>2010</strong>, EUR 48.0 million concerned the onerous contract with Dagblad De Pers and<br />

EUR 1.7 million concerned vacated office space. The addition was charged to other operating expenses.<br />

In 2009 <strong>Wegener</strong> entered into a long-term agreement under which it became entitled to sell advertisements<br />

in Dagblad De Pers newspaper, subject to payment of an annual fee, by <strong>Wegener</strong>, to the publisher of Dagblad<br />

De Pers. The actual revenue of Dagblad De Pers is considerably lower than previously expected, which means<br />

that <strong>Wegener</strong>, in all probability, will operate at a loss throughout the term of this agreement. This is why a<br />

provision was formed in <strong>2010</strong> to cover the expected future net losses of Dagblad De Pers during the remaining<br />

term of the agreement. A discount rate of 6% has been taken into account in the calculation of the provision.<br />

The addition in 2009 concerned vacated office space (EUR 6.0 million).<br />

Provision for anniversary and leaving benefits<br />

A one-time payment is made to employees reaching an anniversary year (certain number of years of service) or<br />

in the event of (early) retirement. The calculation of this payment takes into account the chances of employees<br />

remaining with the company based on historical averages. The provision is shown at present value, using<br />

a discount rate of 3.6% (2009: 3.5%), based on the weighted average terms of the various plans and the<br />

associated interest rates for corporate bonds with a high credit rating (AA-rating).<br />

77


78<br />

Financial statements (Notes to the consolidated balance sheet)<br />

<strong>2010</strong> 2009<br />

At 1 January 7,030 7,978<br />

Plus: taken to the income statement 164 262<br />

change in discount rate - 604<br />

interest 236 346<br />

acquired group companies - 369<br />

7,430 9,559<br />

Less: withdrawals 539 301<br />

release 423 1,542<br />

change in discount rate 50 -<br />

deconsolidation of AD NieuwsMedia BV and <strong>Wegener</strong> Nieuwsdruk West - 686<br />

At 31 December 6,418 7,030<br />

<strong>2010</strong> 2009<br />

Non-current part 5,958 6,371<br />

Current part 460 659<br />

Of the non-current portion, at year-end <strong>2010</strong> EUR 4.1 million relates to the period after five years<br />

(year-end 2009: EUR 3.8 million).<br />

In <strong>2010</strong> the workforce decreased, as it did in 2009. This resulted in a release of EUR 0.4 million<br />

(2009: EUR 1.5 million).<br />

10 Long-term interest-bearing loans<br />

6,418 7,030<br />

<strong>2010</strong> 2009<br />

Loans from credit institutions 74,810 110,000<br />

Finance lease liabilities 776 2,780<br />

75,586 112,780<br />

Loans from credit institutions<br />

Credit facility<br />

In October 2007, Mecom Group plc concluded a five-year syndicated credit facility of EUR 1.0 billion for its<br />

international group. The facility was to be reduced annually in two instalments totalling EUR 60 million, the first<br />

one being payable on 31 December 2008. The credit facility concluded in 2007 served to replace several loans<br />

and facilities of the Mecom group.<br />

On 22 May 2009, Mecom Group plc agreed a number of changes to the group facility referred to above<br />

concluded with the banking syndicate. The key changes pertained to a new mark-up percentage, a new<br />

maximum facility limit and a revised repayment schedule. Year-end 2009 the total maximum facility was<br />

EUR 582.5 million, existing of term loans for an amount of EUR 382.5 million and revolving credit facility of<br />

EUR 200 million.<br />

In the course of <strong>2010</strong> the term loans were decreased by EUR 51.7 million and now amount to EUR 330.8<br />

million. The revolving credit facility amounts to EUR 200 million, which brings the total maximum facility to<br />

EUR 530.8 million.


Financial statements (Notes to the consolidated balance sheet)<br />

The repayment schedule for the term loans will be quarterly payments of EUR 5.0 million through September<br />

2013 and the final repayment of EUR 275.0 million due in October 2013. Furthermore, there is a repayment due<br />

for an amount of EUR 0.8 million in October 2012. However, in January 2011 this was repaid in full.<br />

<strong>Wegener</strong> uses the group facility managed by Mecom. Year-end <strong>2010</strong> <strong>Wegener</strong> drew EUR 74.8 million of the term<br />

loan (2009: EUR 96.5 million) and nil (2009: EUR 13.5 million) under the revolving credit facility, which makes for<br />

a total of EUR 74.8 million (2009: EUR 110.0 million).<br />

EUR 35 million of the total Mecom group facility is available to <strong>Wegener</strong> as a seasonal credit facility. Such<br />

seasonal credit is used by means of short-term bank loans, which amounted to EUR 12.2 million at year-end<br />

<strong>2010</strong> (2009: EUR 5.6 million). The terms of the seasonal facility are virtually equal to those that apply to the<br />

revolving credit facility.<br />

The unused portions of the credit facilities for the individual Mecom group companies are inter-related. The<br />

drawing of tranches by <strong>Wegener</strong> is, in general, for brief periods. By the end of the term of a tranche the required<br />

financial scope is considered and, depending on the outcome, it is decided whether the tranche will be<br />

increased, decreased, repaid in full or rolled over unchanged. <strong>Wegener</strong> classified the financing drawn as a longterm<br />

liability in both <strong>2010</strong> as well as 2009, because the facility is long-term. <strong>Wegener</strong> was given permission by<br />

Mecom Group plc to extend each tranche beyond year-end 2011.<br />

The interest rate is Euribor plus a mark-up, which is calculated according to an agreed price structure and<br />

which can be revised, depending on the net interest-bearing debt/EBITDA (adjusted for exceptional items).<br />

A commitment fee is owed by each relevant group company of Mecom in respect of the unused portion of the<br />

credit facility.<br />

The major group companies (including <strong>Wegener</strong>) within the Mecom group guarantee the facility according to<br />

specific criteria, each group company guaranteeing the entire facility. At year-end <strong>2010</strong>, Mecom group’s total<br />

liability in respect of this facility amounted to EUR 373.8 million (2009: EUR 437.1 million).<br />

Furthermore, <strong>Wegener</strong> did not provide any security. It has been agreed with the banking syndicate that any such<br />

security will not be provided to third parties either (negative pledge).<br />

At year-end <strong>2010</strong>, the average effective interest rate was 5.0% (year-end 2009: 5.3%).<br />

Finance lease liabilities<br />

In both <strong>2010</strong> as well as 2009 these liabilities relate to the finance lease agreements for rotary newspaper<br />

presses, including peripheral equipment in Apeldoorn and computer-to-plate equipment.<br />

The finance lease contracts for rotary newspaper presses run until 2012 (printing presses) and <strong>2010</strong> (peripheral<br />

equipment) respectively. There is an annuity facility. In 2009 <strong>Wegener</strong> exercised its right to acquire the<br />

ownership of the collective assets after the contract had expired, at the residual value at that time. The interest<br />

has been fixed for the term of the contract at 6.2%.<br />

In 2009, 2008 and 2007, new computer-to-plate lease contracts were signed with a term of five years.<br />

The last contract runs until 2013 at the latest. The average interest on these contracts is 4.0%.<br />

<strong>2010</strong> 2009<br />

At 31 December 3,511 4,896<br />

Less: repayment commitments for the coming year recognised under current liabilities 2,735 2,116<br />

Non-current liabilities at 31 December 776 2,780<br />

The repayment commitments after five years are nil (2009: nil).<br />

79


80 Financial statements (Notes to the consolidated balance sheet)<br />

The minimum lease payments and their present values are as follows:<br />

Minimum<br />

payments<br />

<strong>2010</strong> 2009<br />

Present<br />

value<br />

Minimum<br />

payments<br />

Present<br />

value<br />

< 1 year 2,813 2,735 2,169 2,116<br />

> 1 year and < 5 years 812 776 2,934 2,780<br />

3,625 3,511 5,103 4,896<br />

Less: discount 114 207<br />

Present value 3,511 3,511 4,896 4,896<br />

11 Current liabilities<br />

Provisions<br />

<strong>2010</strong> 2009<br />

Reorganisations 8,486 21,819<br />

Onerous contracts 13,310 1,966<br />

Anniversary and leaving benefits 460 659<br />

Recognised under current liabilities 22,256 24,444<br />

Please see the notes on page 76 up to 78.<br />

Current interest-bearing liabilities<br />

<strong>2010</strong> 2009<br />

Finance lease repayment liabilities 2,735 2,116<br />

Bank credit facilities 12,152 5,621<br />

14,887 7,737<br />

For further details on loans from credit institutions, please refer to “Long-term interest-bearing loans” (page 78).<br />

The bank credits shown here were drawn under the seasonal credit facility.<br />

Other current liabilities<br />

<strong>2010</strong> 2009<br />

Accrued staff costs 36,109 36,872<br />

Other tax and social security costs 16,974 16,316<br />

Payable to associates - 19<br />

Payable pension contributions 2,166 47<br />

Other payable costs and accrued liabilities 41,142 33,372<br />

96,391 86,626<br />

The accrued staff costs include payable holiday allowances, holiday entitlements and profit-sharing. Payable<br />

to associates relates to trade debts. Other payable costs and accrued liabilities include, among other things,<br />

the fine imposed by the NMa to <strong>Wegener</strong> and to the (former) directors and Supervisory Board members plus<br />

associated costs (EUR 22.2 million). The portion of the publishing rights Dagblad De Pers (EUR 10.7 million), paid<br />

in January <strong>2010</strong> is part of the amount in 2009.


Financial statements (Notes to the consolidated balance sheet)<br />

12 Financial instruments<br />

General<br />

The principal financial instruments of <strong>Wegener</strong> include the group facility, finance lease agreements, and cash<br />

and cash equivalents. The main purpose of the financial instruments is to finance the business operations of<br />

<strong>Wegener</strong>.<br />

<strong>Wegener</strong> has various other financial assets and liabilities, such as trade receivables and trade payables, which<br />

arise directly from its operations.<br />

<strong>Wegener</strong> uses interest rate swaps to hedge the risk of cash flow fluctuations due to changes in market interest<br />

rates. There are no other derivatives.<br />

<strong>Wegener</strong> does not use or issue financial instruments for trading purposes.<br />

<strong>Wegener</strong> incurs market risks, interest rate risks and credit and liquidity risks in the ordinary course of its<br />

business. In addition, trends in paper prices potentially have an impact on the operating result. Financial<br />

instruments are used to cover part of the risk of interest rate fluctuations. <strong>Wegener</strong>’s policy is to hedge interest<br />

rate risk by taking out interest instruments.<br />

Market risk<br />

Market risk relates to the risk of the fair value of the future cash flows of a financial instrument being adversely<br />

impacted by changes in market prices, such as interest rates, exchange rates and share prices. Financial<br />

instruments susceptible to market risk include loans, deposits, investments in associates and financial<br />

derivatives.<br />

The paragraphs below explain the exposure of <strong>Wegener</strong> to these risks and how they are mitigated.<br />

Interest rate risk<br />

The credit facility available to <strong>Wegener</strong> is characterised by a variable interest structure. Within certain limits<br />

and in coordination with Mecom, <strong>Wegener</strong> is able to choose the term of a drawing. The use of interest rate<br />

derivatives limits the resulting interest rate risk. As at the balance sheet date, there are two interest rate swaps<br />

with a combined principal amount of EUR 55 million. In December <strong>2010</strong> an interest rate swap for an amount<br />

of EUR 20 million was terminated. The first interest rate swap of EUR 40 million has a term of 5 years and the<br />

second of EUR 15 million a term of 2.5 years. The swaps were concluded with a reputable counterparty with high<br />

credit ratings.<br />

The interest rate swaps classify as cash flow hedges. The same reference interest rate applies to the group<br />

facility and the swaps. A drawing under the group facility in <strong>2010</strong> in the amount of EUR 74 million has the same<br />

term and interest rate fixing date as the interest rate swaps. This means the hedges are effective up to a total<br />

amount of EUR 74 million, and hedge accounting is allowed in <strong>2010</strong>. In 2009 the change in the value of the<br />

interest rate swap concerning the part that relates to the remaining EUR 1 million was charged directly to the<br />

profit and loss account as interest result. The fair value of interest rate swaps is determined by reference to<br />

market values for similar instruments. Changes in the fair value of effective interest rate swaps are taken to<br />

equity (cash flow hedge reserve) after deduction of deferred taxes.<br />

At year-end, the position with regard to interest rate swaps is as follows:<br />

<strong>2010</strong> 2009<br />

Amount<br />

Average<br />

interest Amount<br />

Average<br />

interest<br />

2007-2012 40,000 3.5% 40,000 3.5%<br />

2007-<strong>2010</strong> - - 20,000 4.1%<br />

2008-2011 15,000 3.8% 15,000 3.8%<br />

Total 55,000 75,000<br />

81


82 Financial statements (Notes to the consolidated balance sheet)<br />

<strong>2010</strong> 2009<br />

Non-current 40,000 55,000<br />

Current 15,000 20,000<br />

Total 55,000 75,000<br />

The following table shows the sensitivity of equity in the event of changes in the interest rates for the (net) bank<br />

debts while all other variables remain unchanged.<br />

<strong>2010</strong> 2009<br />

Increase / decrease in basis points +/- 100 +/- 100<br />

Impact on result before tax -/+ 0.3 -/+ 0.4<br />

Impact directly on equity +/- 0.8 +/- 1.4<br />

Total impact on equity +/- 0.5 +/- 1.0<br />

In the event of a different change in basis points, the impact on the result before tax and on equity is directly<br />

proportional.<br />

Foreign currency risk<br />

Virtually all activities of <strong>Wegener</strong> are carried out in the same currency as the currency of the financial<br />

statements. This means that <strong>Wegener</strong> does not incur any foreign currency risk.<br />

Credit risk<br />

The credit risk concerns a counterparty’s failure to meet its payment obligations, or a change in the estimated<br />

chance of such a failure. This mainly concerns trade receivables. The trade receivables mainly consist of media<br />

agencies, companies and subscribers. For both items the maximum credit risk equals the carrying amount as<br />

<strong>report</strong>ed in the balance sheet.<br />

<strong>Wegener</strong> has procedures and guidelines in place to limit credit risks for each contract party or market. These<br />

procedures, and the spread across so many customers, limit <strong>Wegener</strong>'s exposure to risks associated with<br />

credit concentrations and market risks. Furthermore, subscriptions to newspapers are payable in advance.<br />

Liquidity risk<br />

Liquidity risk relates to the risk of <strong>Wegener</strong> being unable to fulfil its financial obligations on time. Liquidity risk<br />

management is based on the principle that sufficient cash is held, insofar as possible, to be able to meet<br />

current and future financial obligations.<br />

To cover liquidity risk, <strong>Wegener</strong> has the following facilities at its disposal:<br />

> Credit facilities as part of the Mecom group facilities<br />

> A seasonal credit facility of EUR 35 million<br />

For further details regarding the Mecom group facility and the seasonal credit facility of EUR 35 million, see<br />

“loans from credit institutions”.


The table below gives an overview of the terms of the financial obligations at 31 December, based on<br />

contractual nominal amounts and the corresponding interest payable.<br />

Financial statements (Notes to the consolidated balance sheet)<br />

< 3<br />

3-12<br />

1-5<br />

31 December <strong>2010</strong><br />

months<br />

months<br />

years Total Bookvalue<br />

Interest-bearing loans 12,836 6,672 77,035 96,542 74,810<br />

Interest rate swaps<br />

Trade payables and other<br />

287 861 1,047 2,195 1,769<br />

short-term debts 83,185 34,853 - 118,038 118,038<br />

96,308 42,386 78,082 216,775 194,617<br />

< 3<br />

3-12<br />

1-5<br />

31 December 2009<br />

months<br />

months<br />

years Total Bookvalue<br />

Interest-bearing loans 19,780 5,627 104,325 129,732 110,000<br />

Interest rate swaps<br />

Trade payables to suppliers and<br />

568 1,702 2,336 4,606 2,702<br />

other short-term debts 79,146 35,549 - 114,695 114,695<br />

99,494 42,878 106,661 249,033 227,397<br />

Capital management<br />

<strong>Wegener</strong>’s primary capital management objective is to provide optimum support to its business operations so<br />

as to ensure their effectiveness, efficiency and profitability, creating shareholder value as a result.<br />

<strong>Wegener</strong> uses the group facility managed by Mecom. This means that <strong>Wegener</strong> does not <strong>report</strong> to banks<br />

independently on leverage rates achieved. The capital management policy is geared to the applicable group<br />

policy.<br />

As regards the group facility, <strong>Wegener</strong> guarantees for the entire debt of Mecom with respect to this facility,<br />

which amounted to EUR 373.8 million at year-end <strong>2010</strong> (year-end 2009: EUR 437.1 million). For further details,<br />

please refer to “loans from credit institutions” (page 78 and 79).<br />

Fair value<br />

IFRS 7 uses a three-level hierarchy for determining the fair value of financial instruments. Valuation at level<br />

one is done on the basis of quoted market prices; valuation at level two involves the use of models with input<br />

variables based on identifiable market values, and level three concerns valuation in cases in which the value of<br />

financial instruments cannot be derived from market values. At <strong>Wegener</strong> this principally occurs in the valuation<br />

of the fair value of interest rate swaps. The method selected for the valuation of interest rate swaps comes<br />

under level two.<br />

The fair value of the loans from credit institutions is equal to the carrying amount, as they are subject to variable<br />

interest rates.<br />

The fair value of the finance lease liabilities at year-end <strong>2010</strong> was EUR 3.6 million (2009: EUR 5.3 million). The<br />

fair value of the lease obligations is determined by recalculating the annuities payable by <strong>Wegener</strong> at the market<br />

interest rate plus a mark-up applicable to <strong>Wegener</strong>.<br />

The fair value of interest rate swaps is determined by reference to market values for similar instruments<br />

(level 2). On balance, the fair value of the interest rate swaps at year-end <strong>2010</strong> was EUR 1.8 million negative<br />

(2009: EUR 2.7 million negative).<br />

83


84 Financial statements (Notes to the consolidated balance sheet)<br />

The loans to associates recognised under financial assets are limited in scope and subject to interest rates<br />

that only slightly differ from the current variable market interest rates. The year-end 2009 loan to former<br />

associates recognised under financial assets is the original shareholders’ loan to AD NieuwsMedia BV. This<br />

interest-free shareholders’ loan in the amount of EUR 16.7 million was granted to AD NieuwsMedia BV upon the<br />

sale of its shares at the end of July 2009. In <strong>2010</strong> de Persgroep Nederland effected the early repayment of this<br />

loan.<br />

In light of their short term, the fair value of cash and cash equivalents, current receivables, and current liabilities<br />

is almost identical to their carrying amount.<br />

13 Information on joint ventures<br />

The balance sheets, income statements and cash flow statements of all joint ventures are recognised<br />

proportionately. Year-end <strong>2010</strong> and 2009 there were only joint ventures in connection with the operation of free<br />

door-to-door newspapers.<br />

The total of the proportional shares in the balance sheets items is as follows:<br />

<strong>2010</strong> 2009<br />

Non-current assets 148 388<br />

Current assets 1,042 762<br />

1,190 1,150<br />

<strong>2010</strong> 2009<br />

Non-current liabilities 353 435<br />

Current liabilities 1,339 1,547<br />

1,692 1,982<br />

The total of the proportional shares in the income statement items is as follows:<br />

<strong>2010</strong> 2009<br />

Revenue and other income 3,631 41,216<br />

Expenses 3,798 43,021<br />

Result before tax (167) (1,805)<br />

Tax (6) 8<br />

Result for the year (173) (1,797)<br />

The total of the proportional shares in the cash flows is as follows:<br />

<strong>2010</strong> 2009<br />

Cash flows used in operating activities 199 (4,746)<br />

Cash flows used in investing activities (5) (216)<br />

Cash flows from financing activities - 4,689<br />

Net cash flows 194 (273)


Financial statements (Notes to the consolidated balance sheet)<br />

14 Contingent liabilities<br />

Commitments relating to non-current assets on order<br />

At 31 December <strong>2010</strong>, the investment commitments for non-current assets on order amounted to EUR nil<br />

(2009: EUR nil).<br />

Other financial commitments<br />

At 31 December <strong>2010</strong>, <strong>Wegener</strong> had significant long-term commitments relating to the lease of office buildings,<br />

cars, ICT services, and other services. All long-term commitments were concluded at terms and conditions in<br />

line with the market.<br />

<strong>2010</strong> 2009<br />

< 1 year 37,000 53,000<br />

> 1 year and < 5 years 45,000 60,000<br />

> 5 years 3,000 7,000<br />

85,000 120,000<br />

Of the overall liabilities at year-end <strong>2010</strong>, EUR 9.7 million (2009: EUR 11.3 million) was accounted for in the<br />

balance sheet as a provision for onerous contracts.<br />

Security has been provided for part of the above commitments in the form of bank guarantees provided to the<br />

contract parties involved.<br />

Koninklijke <strong>Wegener</strong> NV forms a fiscal unit with most of the Dutch group companies for corporate income tax<br />

and VAT purposes and, as such, is jointly and severally liable for the tax liabilities of all companies that are part of<br />

the fiscal unit.<br />

Publishing collaboration commitments<br />

In 2009 <strong>Wegener</strong> entered into a long-term collaboration agreement with Dagblad De Pers to extend its printed<br />

product footprint, especially in the Randstad area. Under this agreement <strong>Wegener</strong> has a commitment to pay,<br />

after a starting-up period, a fixed annual fee of EUR 15.9 million in exchange for advertising revenue, sold by<br />

<strong>Wegener</strong>, in Dagblad De Pers. The collaboration agreement lasts until March 2022. The total obligation under this<br />

contract is EUR 184.5 million. Of the non-current portion, EUR 102.5 million relates to the period after five years.<br />

At year-end <strong>2010</strong> <strong>Wegener</strong> formed a provision of EUR 48 million to cover the expected future net losses of the<br />

contract during the remaining term of the agreement.<br />

Financing guarantee<br />

The major group companies within Mecom Group (including <strong>Wegener</strong>) guarantee the facility according to<br />

specific criteria, each group company guaranteeing the entire facility. At year-end <strong>2010</strong>, Mecom Group’s total<br />

liability with respect to this facility amounted to EUR 373.8 million (year-end 2009: EUR 437.1 million).<br />

The <strong>Wegener</strong> Management Board does not consider it likely that under the guarantee discussed above <strong>Wegener</strong><br />

will be called upon to pay a higher amount than what is put forth in <strong>Wegener</strong>’s financial statements as debt as<br />

from year-end <strong>2010</strong>.<br />

85


86 Financial statements<br />

Notes to the consolidated income statement<br />

(in thousands of euros)<br />

15 Revenue<br />

<strong>2010</strong> 2009<br />

Publishing activities<br />

- advertisements in newspapers 116,388 126,557<br />

- advertisements in AD NieuwsMedia - 10,705<br />

- advertisements in free door-to-door newspapers 145,466 151,371<br />

- subscriptions to <strong>Wegener</strong> daily newspapers 207,166 203,224<br />

- subscriptions to AD NieuwsMedia - 22,870<br />

- graphic products 20,183 34,788<br />

- internet products 22,521 18,252<br />

- other revenue from newspaper activities 19,718 18,567<br />

531,442 586,334<br />

Other revenue from newspaper activities relates to ICT services supplied to (former) joint ventures and to<br />

Media Groep Limburg (which is also part of Mecom), arranging the distribution of printed matter and the sale of<br />

products and services for third parties through newspapers and websites.<br />

16 Other income<br />

No other income was recorded in <strong>2010</strong>.<br />

Other income in 2009 relates to the profit on disposal realised on the sale of the shares in AD NieuwsMedia BV<br />

and the sale of <strong>Wegener</strong> NieuwsDruk West (page 59).<br />

17 Raw materials and stores<br />

<strong>2010</strong> 2009<br />

Newsprint 30,358 47,434<br />

Other 6,610 8,157<br />

36,968 55,591<br />

18 Work subcontracted and other external charges<br />

<strong>2010</strong> 2009<br />

Transport and distribution 70,063 78,311<br />

Outsourced printing work and technical production 24,095 25,711<br />

Subcontract 19,228 22,142<br />

Other 22,509 14,592<br />

135,895 140,756<br />

"Other" includes the cost of paid commissions, electricity and other direct costs.


19 Staff costs<br />

Financial statements (Notes to the consolidated income statement)<br />

<strong>2010</strong> 2009<br />

Salaries 160,004 182,372<br />

Social security costs 20,475 22,056<br />

Pension costs 16,656 46,129<br />

Costs of Mecom share option plan - 311<br />

197,135 250,868<br />

These amounts include additions to and releases from the provisions for pensions, reorganisations and<br />

anniversary and leaving benefits. Further details relating to (the additions to) these provisions can be found<br />

in the notes to the consolidated balance sheet (pages 71 and 76). See “remuneration of Management Board<br />

members” for details on the costs of the Mecom share option plan and the share plan.<br />

In <strong>2010</strong>, subsidies received for training costs (EUR 0.4 million) were deducted from the staff costs<br />

(2009: EUR 1.4 million).<br />

The breakdown of pension costs was as follows:<br />

<strong>2010</strong> 2009<br />

Contributions to Graphic Sector Pension Fund 13,019 1,976<br />

Share in cost of the PGB-PCM pension plan of AD NieuwsMedia - 731<br />

Contributions to <strong>Wegener</strong> General Pension Fund (APW) - 14,892<br />

Subtotal of pension costs for (collective) defined contribution plans 13,019 17,599<br />

Contributions to early retirement (VUT) and pre-pension plans 3,847 2,980<br />

Release of provision for VUT commitments (432) (1,515)<br />

Costs of funding the “moratorium shortfall” (employers’ contribution) - 25,411<br />

Other pension contributions 222 154<br />

Subtotal of pension costs for defined benefit plans 3,637 27,030<br />

Non-recurring settlement in connection with transition from APW to PGB to allow for difference in<br />

pension cover ratio - 1,500<br />

16,656 46,129<br />

As a consequence of the voluntarily transfer from the <strong>Wegener</strong> General Pension Fund (APW) to the Graphic<br />

Sector Pension Fund (PGB) the contributions to PGB in <strong>2010</strong> is higher than in previous year. The contribution to<br />

APW has expired due to this transfer.<br />

Further details relating to the additions to, and release from the provision for pension liabilities can be found in<br />

the notes to the balance sheet (page 71).<br />

Average staffing levels on fulltime basis<br />

<strong>2010</strong> 2009<br />

Publishing activities 2,881 3,281<br />

Central services - 65<br />

2,881 3,346<br />

87


88 Financial statements (Notes to the consolidated income statement)<br />

The fall in the average number of full-time staff members is the result of the Delta reorganisation project, which<br />

involved the integration of the central services into the back-office activities and the sale of AD NieuwsMedia<br />

and the printing plant in The Hague, in the second half of July 2009.<br />

Remuneration of current and former Management Board and Supervisory Board members<br />

The following amounts for remuneration of Management Board members were charged to the income<br />

statement (in euros):<br />

Regular<br />

salary<br />

Performance<br />

related<br />

bonuses<br />

Costs of<br />

pre-pension<br />

and pension<br />

Severance<br />

payments<br />

Costs of<br />

option plan Total<br />

T. Velgaard 1 - - - - 615 615<br />

J.V. Munsterman 2 454,669 99,900 122,771 2,300,000 (13,844) 2,963,496<br />

C.G. Boot 3 344,639 122,902 84,036 486,200 (7,816) 1,029,961<br />

W. Cornelisse 344,639 122,902 89,638 - 17,445 574,624<br />

J.C. Houwert 4 277,260 - 136,881 - - 414,141<br />

Totaal <strong>2010</strong> 1,421,207 345,704 433,326 2,786,200 (3,600) 4,982,837<br />

Totaal 2009 1,428,377 444,903 588,558 - 27,610 2,489,448<br />

The remuneration for Mr T. Velgaard is not included, because of his appointment on 22 December <strong>2010</strong>. As of<br />

1 January 2011 the remuneration will be paid by <strong>Wegener</strong>.<br />

The performance-related bonuses partly depend on the return on capital employed, the earnings per share after<br />

preference dividend, and certain performance targets. If the performance is below a certain level, no bonuses<br />

are granted; above a certain level, the plan provides for maximum bonuses. In addition, performance-related<br />

bonuses include the costs of the long-term conditional bonus plan that was converted as of 1 November 2007<br />

and involves payment in cash rather than in shares. The granting of the bonus of 2007 was conditional upon<br />

achievement of a target with respect to the trend in results in 2009. As that target was not met, the plan came<br />

to an end in 2009. Hence, no bonuses for 2009 and 2008 were granted under this plan and no costs under this<br />

item were recognised in the income statement for these years.<br />

The pre-pension and pension costs include an amount of EUR 0.4 million (2009: EUR 0.4 million) in pension<br />

costs relating to (collective) defined contribution plans.<br />

As regards the severance payments, part of the payment (EUR 0.8 million) awarded to Mr J.V. Munsterman is<br />

conditional. If the relevant conditions are met, the amount concerned will be paid out in 2012 and 2013.<br />

In addition to the costs included in the remuneration table for Management Board members, an amount of<br />

EUR 1.4 million (including payroll tax effect) has been taken to the income statement in connection with NMa<br />

penalties imposed on two former managing directors of <strong>Wegener</strong> who were also managing directors of PZC and<br />

BN/De Stem. These managing directors are indemnified with respect to their directors’ and officers’ liability.<br />

<strong>Wegener</strong> has filed an appeal against the NMa's decision and the fine.<br />

The costs of the option plan include the costs of options granted on Mecom shares. The members of the<br />

Management Board and a very small number of other employees will be entitled to options on Mecom shares.<br />

The value, as calculated by Mecom, of the conditionally granted share options is charged by Mecom Group plc.<br />

1 As of 22 December<br />

<strong>2010</strong><br />

2 Until 4 October<br />

<strong>2010</strong> Management<br />

Board member,<br />

contract ended at<br />

the end of the year<br />

3 Until 1 September<br />

<strong>2010</strong> Management<br />

Board member,<br />

contract ended at<br />

the end of the year<br />

4 From May 2008<br />

former Board<br />

member


The table below presents the numbers of contingent granted share options:<br />

Financial statements (Notes to the consolidated income statement)<br />

<strong>2010</strong> 2009<br />

Conditionally granted options at 1 January 280,501 32,028<br />

Plus: conditionally granted in the financial year 159,924 280,501<br />

current options T. Velgaard 162,357 -<br />

Less: exercised in the financial year - -<br />

expired in the financial year (308,341) (32,028)<br />

Conditionally granted options at 31 December 294,441 280,501<br />

The numbers of contingent granted share options and the share options per board member recognised in the<br />

final statement are as follows: T. Velgaard 162,357 and W. Cornelisse 132,084. The current options of T. Velgaard<br />

will not be debited to the company.<br />

The options that expired in the financial year are the result of termination of the employment contract with two<br />

Management Board members.<br />

All options give entitlement to 1 ordinary share in Mecom Group plc with a nominal value of £ 60.86 (rounded).<br />

The conditionally granted options have a weighted average exercise price of £ 1.62. Once all conditions have<br />

been met, the options can be exercised between three and ten years after they were granted. No options<br />

became unconditional on 31 December <strong>2010</strong> (2009: none).<br />

The conditionally granted options are non-transferable and expire upon termination of employment, except in<br />

the event of special circumstances.<br />

The value of the options as shown in the management remuneration table was calculated using an option<br />

valuation model based on the same starting points as those used by Mecom Group plc.<br />

The following remuneration for the members of the Supervisory Board was charged to the income statement:<br />

Periodic remuneration paid<br />

D.J. Montgomery, chairman 40,000<br />

E.A. van Amerongen 35,000<br />

S.M. van der Heijden 35,000<br />

Total <strong>2010</strong><br />

110,000<br />

Total 2009 92,410<br />

The remuneration of members of the Supervisory Board is determined by the General Meeting of Shareholders,<br />

and is not dependent on the performance of <strong>Wegener</strong>. No share or option rights on shares in <strong>Wegener</strong> have<br />

been granted to the members of the Supervisory Board.<br />

20 Amortisation of intangible assets<br />

<strong>2010</strong> 2009<br />

Software 7,372 5,499<br />

7,372 5,499<br />

89


90 Financial statements (Notes to the consolidated income statement)<br />

21 Depreciation of property, plant and equipment<br />

<strong>2010</strong> 2009<br />

Buildings 2,321 2,821<br />

Plant and equipment 6,460 9,724<br />

Other 2,503 2,747<br />

22 Other operating expenses<br />

11,284 15,292<br />

<strong>2010</strong> 2009<br />

Contract staff 10,106 10,243<br />

Other staff costs 4,027 4,024<br />

Hotel, travelling, and business entertainment expenses 5,655 6,888<br />

Car costs 6,380 6,664<br />

Accommodation costs 12,135 14,278<br />

Office expenses 8,163 10,114<br />

Promotional costs 14,389 14,992<br />

Services of third parties 26,516 29,489<br />

Other costs 68,499 4,314<br />

155,870 101,006<br />

Other operating expenses include the NMa fine of EUR 19.1 million and the costs associated with the provision<br />

for onerous contracts for Dagblad De Pers in the amount of EUR 48.0 million.<br />

23 Finance income<br />

<strong>2010</strong> 2009<br />

Interest on loans to associates 7 270<br />

Interest on discounted loan to AD NieuwsMedia BV 452 397<br />

Interest on discounted PGB-PCM receivable from AD NieuwsMedia BV’s staff - 30<br />

Interest on cash at bank 30 58<br />

489 755<br />

24 Finance expense<br />

<strong>2010</strong> 2009<br />

Interest on interest-bearing loans 8,021 9,218<br />

Less: capitalised construction period interest costs - 151<br />

8,021 9,067<br />

Interest on finance lease agreements 211 782<br />

Interest on provisions discounted to present value 3,005 3,550<br />

Interest fine NMa 128 -<br />

Amortisation of transaction costs current credit facilities - 508<br />

11,365 13,907<br />

The interest rate for the calcution of the interest on the NMa fine is equal to the legal interest. The average<br />

interest rate for the calculation of the capitalised construction period interest costs was 6.8% in 2009.


25 Tax<br />

The applicable tax rate is the weighted average of the current rates. For <strong>2010</strong> this rate was 25.5%<br />

(2009: 25.5%).<br />

Financial statements (Notes to the consolidated income statement)<br />

The reconciliation of the tax expense based on the applicable rate for the result before tax and the tax expense<br />

recognised in the income statement is as follows:<br />

<strong>2010</strong> 2009<br />

Tax based on the applicable tax rate (9,551) 1,473<br />

Non deductible fine NMa 4,903 -<br />

Domestic-source losses not yet available for set-off 255 1,317<br />

Participation exemption (418) (5,042)<br />

Other changes (89) 177<br />

Tax expense according to income statement (4,900) (2,075)<br />

<strong>2010</strong> 2009<br />

Recognised under deferred tax assets (4,900) (2,075)<br />

Recognised under deferred tax liabilities - -<br />

Recognised under current liabilities - -<br />

(4,900) (2,075)<br />

<strong>2010</strong> 2009<br />

Effective tax rate 13.1 (35.9)<br />

26 Earnings per share<br />

Earnings per share are calculated by:<br />

- The basic earnings for the financial year attributable to the holders of ordinary shares, divided by:<br />

- The weighted average number of outstanding ordinary shares during the year.<br />

Earnings per share net of the preference dividend on cumulative financing preference shares will accrue to the<br />

holders of ordinary shares in Koninklijke <strong>Wegener</strong> NV.<br />

At year-end <strong>2010</strong> and 2009 respectively, there were no equity instruments that may dilute the earnings per share.<br />

In the following tables, the figures for earnings on shares are given that were used to calculate the basic<br />

earnings per share (in thousands of euros and thousands of shares):<br />

<strong>2010</strong> 2009<br />

Result for the year attributable to equity holders of Koninklijke <strong>Wegener</strong> NV (32,556) 7,853<br />

Preference dividend (1,567) (1,567)<br />

Result for the year attributable to holders of ordinary shares Koninklijke <strong>Wegener</strong> NV (34,123) 6,286<br />

<strong>2010</strong> 2009<br />

Weighted average number of ordinary shares 45,009 45,009<br />

91


92 Financial statements (Notes to the consolidated income statement)<br />

27 Related parties<br />

As the holder of 86.44% of (depository receipts for) ordinary shares in Koninklijke <strong>Wegener</strong> NV, Mecom Group<br />

plc has had a significant influence on <strong>Wegener</strong> since 25 October 2007 and, for that reason, qualifies as a related<br />

party. In <strong>2010</strong>, various transactions with Mecom were carried out: recharging of holding costs by Mecom for an<br />

amount of EUR 1.8 million (2009: EUR 1.0 million) and recharging of costs connected to activities performed by<br />

<strong>Wegener</strong> for the group for an amount of EUR 0.4 million (2009: EUR 0.5 million).<br />

In addition, Limburg Media Groep (LMG), which also forms part of Mecom group, uses some <strong>Wegener</strong> services.<br />

These include ICT services and the outsourcing of accounting tasks. These services are laid down in contracts<br />

based on terms and conditions in line with the market. In all, a total of EUR 1.5 million in services was recharged<br />

to Limburg Media Groep (2009: EUR 1.7 million).<br />

<strong>Wegener</strong> uses LMG printing services. Owing to press renovation work on the printing plant in Best, printing<br />

orders within <strong>Wegener</strong> have shifted, resulting in the transfer of part of the orders to NieuwsDruk Limburg<br />

(part of LMG). In <strong>2010</strong>, NieuwsDruk Limburg charged EUR 6.2 million in connection with these services<br />

(2009: EUR 5.5 million).<br />

<strong>Wegener</strong> also has, in addition to its shareholdings, a business relationship with some of its associates, whereby<br />

services and/or products are purchased from or supplied to such associates. These services are provided<br />

under normal contractual terms based on terms and conditions in line with the market. The extent and the<br />

number of these transactions are very limited.<br />

At year-end <strong>2010</strong>, <strong>Wegener</strong> recorded receivables from Mecom Group plc totalling EUR 1.5 million<br />

(2009: EUR 0.6 million) and payables to Mecom Group plc for an amount of EUR 0.7 million (2009: 0.4 million).<br />

Remuneration of the Management Board and the Supervisory Board is explained separately. There are no other<br />

key management personnel as referred to in IAS 24.<br />

28 <strong>Wegener</strong> profit concepts<br />

Each year, non-recurring exceptional items may have an effect on the income statement, making comparison<br />

of performance for a number of years less transparent. In addition to the profit definitions used in legislation,<br />

<strong>Wegener</strong> therefore also uses the following concepts:<br />

- Profit before exceptional items (“adjusted EBIT”).<br />

- Net profit after preference dividend before exceptional items after tax (“cash earnings”) and per ordinary share<br />

(“cash earnings per share”). Net profit is the profit after appropriation to minority interests.<br />

This also allows a better insight into the financial performance of the group.


Exceptional items<br />

An overview of the impact of exceptional items on the income statement is given below:<br />

Financial<br />

statements<br />

<strong>2010</strong><br />

Financial statements (Notes to the consolidated income statement)<br />

Excluding<br />

exceptional items<br />

<strong>2010</strong> 2009<br />

Financial<br />

statements<br />

2009<br />

Revenue and other income 531,442 531,442 586,334 587,244<br />

Raw materials and stores 36,968 36,968 55,591 55,591<br />

Work subcontracted and other external charges 135,895 135,895 140,756 140,756<br />

Staff costs 197,135 190,203 215,176 250,868<br />

Depreciation 18,656 18,656 20,791 20,791<br />

Impairment of publishing rights 14,694 - - -<br />

Other operating expenses 155,870 87,374 96,692 101,006<br />

Operating result (27,776) 62,346 57,328 18,232<br />

Share of profit of associates 1,196 1,196 698 698<br />

Finance income/expense (10,876) (10,748) (12,585) (13,152)<br />

Tax 4,900 (13,211) (12,832) 2,075<br />

Loss / profit (32,556) 39,583 32,609 7,853<br />

Attributable to:<br />

- equity holders of Koninklijke <strong>Wegener</strong> NV (32,556) 39,583 32,609 7,853<br />

(32,556) 39,583 32,609 7,853<br />

The exceptional items detailed above relate to the following non-recurring earnings:<br />

Other income in 2009 relates to the profit on disposal of the shares in AD NieuwsMedia BV and the assets and<br />

liabilities of <strong>Wegener</strong> NieuwsDruk West.<br />

Staff costs in <strong>2010</strong> as well as 2009 relate to additions to reorganisation provisions. In addition, in <strong>2010</strong> the fine<br />

imposed on the (former) directors and Supervisory Board members by the NMa was recognised under staff<br />

costs. Furthermore, there was a release of the pension provision due to actuarial recalculations. In 2009 a nonrecurrent<br />

contribution was made in connection with the transition to the PGB to compensate for the difference<br />

in pension cover ratio with APW. Furthermore, new pension commitments were made in 2009 to fund the<br />

“moratorium shortfall”.<br />

The impairment of publishing rights relates to Dagblad De Pers.<br />

Other operating expenses in <strong>2010</strong> concern the NMa fine, the costs associated with the forming of the provision<br />

for the onerous contract with Dagblad De Pers and the additions with respect to the provision for vacated<br />

office space. The addition to the onerous contract for vacated office space, on balance, relates to a grant as<br />

a result of the revised agreement with de Persgroep Nederland on the sale of AD NieuwsMedia (see page 59)<br />

and a release resulting from new lease agreements. Other operating expenses in 2009 include additions to<br />

the onerous contract provision regarding vacated office space.<br />

Within the finance income/expense is recorded in <strong>2010</strong> the interest with respect to the NMa fine. In 2009 this<br />

related to an increased amortisation of prepaid financing costs due to the lower credit facility.<br />

93


94 Financial statements (Notes to the consolidated income statement)<br />

Tax relates to the tax effects on the above-mentioned exceptional items insofar as the participation exemption<br />

is not applicable.<br />

Cash earnings<br />

The net profit after preference dividend before exceptional items after tax is calculated as follows:<br />

<strong>2010</strong> 2009<br />

Loss/profit for the year attributable to shareholders of Koninklijke <strong>Wegener</strong> NV (32,556) 7,853<br />

Exceptional items after tax 72,139 24,756<br />

39,583 32,609<br />

Preference dividend (1,567) (1,567)<br />

38,016 31,042<br />

<strong>2010</strong> 2009<br />

Earnings per share after preference dividend and before exceptional items after tax (in EUR)<br />

- Earnings per share after preference dividend and before exceptional items after tax attributable<br />

to holders of ordinary shares Koninklijke <strong>Wegener</strong> NV 0.84 0.69<br />

The calculation of the earnings per share after preference dividend and before exceptional items after tax is<br />

based on the weighted average number of ordinary shares.<br />

29 Dividends paid and proposed<br />

<strong>2010</strong> 2009<br />

Declared and paid during the year:<br />

- preference dividend on cumulative financing preference shares for 2008: 5.33% (EUR 0.37)<br />

per share of EUR 7.00 1,567<br />

- preference dividend on cumulative financing preference shares for 2009: 5.33% (EUR 0.37)<br />

per share of EUR 7.00 1,567<br />

Proposed by the Management Board and approved by the Supervisory Board on 15 March <strong>2010</strong><br />

and 14 March 2011 respectively (not recognised as a liability at 31 December)<br />

- preference dividend on cumulative financing preference shares for 2009: 5.33% (EUR 0.37)<br />

per share of EUR 7.00<br />

- preference dividend on cumulative financing preference shares for <strong>2010</strong>: 5.33% (EUR 0.37)<br />

per share of EUR 7.00 1,567<br />

Proposed for approval at the General Meeting of Shareholders<br />

- no dividend payment on ordinary shares for <strong>2010</strong> -<br />

Despite the losses incurred in <strong>2010</strong>, the Management Board proposes, in accordance with Article 45 of the<br />

Article of Association of Koninklijke <strong>Wegener</strong> NV, dividend on cumulative financing preference shares.<br />

1,567


Notes to the consolidated cash flow statement<br />

30 Cash flows from operating activities<br />

The cash flows of group companies acquired and disposed of during the year are recognised as from, or up to,<br />

the transaction date.<br />

31 Cash flows from investing activities<br />

For the items acquisition of group companies and acquisition of associates, the cash and cash equivalents held<br />

by the group companies and associates are net of outgoing cash flows connected with the acquisitions.<br />

For the items sale of group companies and proceeds from sale of AD NieuwsMedia BV and assets and liabilities<br />

of <strong>Wegener</strong> NieuwsDruk West, the cash and cash equivalents held by those group companies and associates<br />

are net of incoming cash flows connected with the disposal.<br />

32 Cash flows from financing activities<br />

<strong>Wegener</strong> uses the group facility managed by Mecom. In the cash flow statement the changes in the credit<br />

facility have been recognised on a net basis under “use of credit facility interest-bearing loans”.<br />

Financial statements<br />

95


96 Financial statements<br />

Events after the balance sheet date<br />

No events have taken place after the balance sheet date that are relevant in connection with the <strong>2010</strong> financial<br />

statements.


Consolidated group companies and associates<br />

Country of<br />

establishment<br />

Koninklijke <strong>Wegener</strong> NV The Netherlands<br />

% interest at<br />

31-12-<strong>2010</strong> 31-12-2009<br />

<strong>Wegener</strong> Nederland BV 1) The Netherlands 100.0 100.0<br />

<strong>Wegener</strong> Media BV (former <strong>Wegener</strong> NieuwsMedia) 1) The Netherlands 100.0 100.0<br />

Uitgeverij BN/De Stem BV 1) The Netherlands 100.0 100.0<br />

Uitgeverij Provinciale Zeeuwse Courant BV 1) The Netherlands 100.0 100.0<br />

<strong>Wegener</strong> Narrowcasting Arnhem Nijmegen BV The Netherlands 50.0 50.0<br />

<strong>Wegener</strong> MediaVentions BV 1) The Netherlands 100.0 100.0<br />

<strong>Wegener</strong> Jobtrack BV 1) The Netherlands 100.0 100.0<br />

Mensenlinq BV 4) The Netherlands 65.0 65.0<br />

Duinpan BV (former CareerdID Netherlands BV) 5) The Netherlands 70.0 70.0<br />

Spot A Job BV The Netherlands 60.0 60.0<br />

<strong>Wegener</strong> Huis-aan-huisMedia BV 1) The Netherlands - 100.0<br />

<strong>Wegener</strong> PLM BV (as from 15 July 2009) 1) 6) The Netherlands 100.0 100.0<br />

Mediahaus <strong>Wegener</strong> GmbH (as from 1 January 2009) Germany 50.0 50.0<br />

Uitgeversmaatschappij De Bossche Omroep / De Waalwijker BV 1) The Netherlands 100.0 100.0<br />

Beekman Media BV The Netherlands 100.0 100.0<br />

Peel en Maas Uitgevers BV The Netherlands 50.0 50.0<br />

Punt Uit Media BV The Netherlands 50.0 50.0<br />

<strong>Wegener</strong> NieuwsDruk BV 1) The Netherlands 100.0 100.0<br />

<strong>Wegener</strong> ICT Media BV 1) The Netherlands - 100.0<br />

<strong>Wegener</strong> Facilitair Bedrijf BV 1) The Netherlands 100.0 100.0<br />

Associates<br />

De Nationale Regiopers CV 2) The Netherlands 54.6 54.6<br />

De Nationale Regiopers Beheer BV 2) The Netherlands 54.6 54.6<br />

Funda NV 3) The Netherlands 30.0 30.0<br />

Zeeuws Vlaams Mediabedrijf BV The Netherlands 49.0 49.0<br />

Other interests in companies<br />

Spin in ’t Veld BV The Netherlands 90.0 90.0<br />

Group companies without business activities or intermediate holding companies<br />

Audet Nieuwe Media BV 1) The Netherlands 100.0 100.0<br />

Autotrust BV 7) The Netherlands 100.0 100.0<br />

Imatra BV 1) The Netherlands 100.0 100.0<br />

Oostelijke Weekbladpers BV 1) The Netherlands 100.0 100.0<br />

Racon Sales BVBA Belgium 100.0 100.0<br />

Rondo BV The Netherlands 100.0 100.0<br />

Stadsnieuws BV 1) The Netherlands 100.0 100.0<br />

Uitgeversmaatschappij Gelderlander Weekbladpers BV 1) The Netherlands 100.0 100.0<br />

Utrechts Nieuwsblad | Haagsche Courant BV 1) The Netherlands 100.0 100.0<br />

<strong>Wegener</strong> International BV 1) The Netherlands 100.0 100.0<br />

<strong>Wegener</strong> Regio Partners BV 1) The Netherlands 100.0 100.0<br />

<strong>Wegener</strong> Speciale Uitgaven BV 1) The Netherlands 100.0 100.0<br />

<strong>Wegener</strong> (UK) BV The Netherlands 100.0 100.0<br />

<strong>Wegener</strong> Transport BV The Netherlands 30.0 30.0<br />

Financial statements<br />

97


98 Financial statements (Consolidated group companies and associates)<br />

1) Liability statements have been issued by Koninklijke <strong>Wegener</strong> NV for these companies.<br />

2) The share of voting rights in Nationale Regiopers is 50%; the collaboration has ended as of 1/1/2011.<br />

3) The share of voting rights in Funda is 13%.<br />

4) The share of voting rights in Mensenlinq BV is 50%.<br />

5) Dissolved as of 13/12/<strong>2010</strong>.<br />

6) Merger with <strong>Wegener</strong> Media as of 1 January <strong>2010</strong>.<br />

7) Dissolved on 10/2/2011.


Financial statements<br />

99


100 Financial statements<br />

<strong>2010</strong> Company financial statements of Koninklijke <strong>Wegener</strong> NV<br />

Company balance sheet<br />

At 31 December (in thousands of euros)<br />

Assets<br />

Non-current assets 33<br />

notes <strong>2010</strong> 2009<br />

Financial non-current assets<br />

Interests in group companies - 13,727<br />

Loans to group companies 450,073 499,090<br />

Deferred tax assets 15,481 10,837<br />

465,554 523,654<br />

Current assets<br />

Trade and other receivables 730 619<br />

Cash and cash equivalents 643 -<br />

1,373 619<br />

466,927 524,273


Equity and liabilities<br />

Equity 34<br />

Financial statements (Consolidated balance sheet) 101<br />

notes <strong>2010</strong> 2009<br />

Issued share capital 14,763 14,763<br />

Share premium 167,458 167,458<br />

Cash flow hedge reserve (1,343) (2,089)<br />

Retained earnings 130,005 123,719<br />

Result for the year (32,556) 7,853<br />

Non-current liabilities<br />

278,327 311,704<br />

Loans from credit institutions 10 74,810 110,000<br />

Interest rate swaps 850 1,255<br />

Current liabilities<br />

75,660 111,255<br />

Loans from credit institutions 11 10,710 5,030<br />

Interest rate swaps 919 1,447<br />

Other current liabilities 35 101,311 94,837<br />

Company income statement<br />

(in thousands of euros)<br />

112,940 101,314<br />

466,927 524,273<br />

<strong>2010</strong> 2009<br />

Profit/(loss) from interests in group companies after tax (37,102) (4,951)<br />

Other income and expenses after tax 4,546 12,804<br />

Profit/(loss) for the year (32,556) 7,853


102 Financial statements<br />

Notes to the company balance sheet<br />

(in thousands of euros)<br />

Accounting policies<br />

The company financial statements have been drawn up in accordance with Dutch <strong>report</strong>ing requirements. Use<br />

was made of the facility offered under the law to apply the same principles for company financial statements as<br />

for consolidated financial statements (Section 362 (8) of Part 9 of Book 2 of the Dutch Civil Code).<br />

For the accounting policies, please see the notes to the consolidated financial statements. Interests in group<br />

companies are recognised at net asset value according to the relevant IFRS referred to in the consolidated<br />

financial statements. The loans to group companies are recognised at face value.<br />

General<br />

Explanatory notes are only given below for those items that differ from the consolidated balance sheet.<br />

33 Non-current assets<br />

Financial assets<br />

Interests in group companies<br />

<strong>2010</strong> 2009<br />

Net asset value at 1 January 13,727 16,163<br />

Profit/(loss) of group companies (37,102) (4,951)<br />

Transfer from loans to group companies 23,375 2,515<br />

Net asset value at 31 December - 13,727<br />

Loans to group companies<br />

<strong>2010</strong> 2009<br />

At 1 January 499,090 537,605<br />

Repayment (25,642) (36,000)<br />

Transfer to interest in group companies (23,375) (2,515)<br />

At 31 December 450,073 499,090<br />

Loans to group companies have a variable interest rate using Euribor as reference. The Euribor rate is increased<br />

by a mark-up that is linked to the mark-up that Koninklijke <strong>Wegener</strong> NV owes for its financing. No repayment<br />

schedules have been agreed.


Financial statements (Notes to the company balance sheet)<br />

34 Equity<br />

The equity recognised in the company financial statements is equal to the equity that is attributable to the<br />

equity holders of Koninklijke <strong>Wegener</strong> NV recognised in the consolidated financial statements.<br />

Changes in equity in <strong>2010</strong> were as follows:<br />

Issued<br />

share<br />

capital<br />

Share<br />

remium<br />

Cash flow<br />

hedge<br />

reserve<br />

Retained<br />

earnings<br />

Result for<br />

the year Total<br />

At 1 January <strong>2010</strong> 14,763 167,458 (2,089) 123,719 7,853 311,704<br />

Profit for the year 746 (32,556) (31,810)<br />

Appropriation of profit for previous year<br />

Preference dividend paid on cumulative<br />

7,853 (7,853) -<br />

financing preference shares for 2009<br />

(1,567) (1,567)<br />

At 31 December <strong>2010</strong> 14,763 167,458 (1,343) 130,005 (32,556) 278,327<br />

The cash flow hedge reserve is a statutory reserve. Retained earnings are not distributable if the value of this<br />

reserve is negative.<br />

35 Current liabilities<br />

Other liabilities<br />

<strong>2010</strong> 2009<br />

Debts to group companies 101,086 93,831<br />

Other liabilities 225 1,006<br />

101,311 94,837<br />

Debts to group companies relate to intercompany transfers for settlements of costs. In addition, at year-end<br />

<strong>2010</strong>, bank balances held by wholly-owned group companies were granted as short-term loans to Koninklijke<br />

<strong>Wegener</strong> NV. Amounts owed to credit institutions of Koninklijke <strong>Wegener</strong> NV fell as a result.<br />

Other liabilities relate to interest charges.<br />

103


104 Financial statements<br />

Notes to the company income statement<br />

Since the results of Koninklijke <strong>Wegener</strong> NV are included in the consolidation, the company income statement<br />

is drawn up in condensed form (in accordance with Section 402 of Part 9 of Book 2 of the Dutch Civil Code).<br />

Result for the year is the result attributable to equity holders of Koninklijke <strong>Wegener</strong> NV.<br />

The notes to the remuneration of the Management Board and the Supervisory Board are included in the<br />

consolidated financial statements.<br />

Ernst & Young Accountants LLP incurred the following costs on behalf of the company and its group companies<br />

in respect of the financial year:<br />

<strong>2010</strong> 2009<br />

Audit of the financial statements 474 739<br />

Other audit engagements 102 104<br />

Total Ernst & Young Accountants LLP 576 843<br />

Tax advisory services 176 119<br />

Other work 11 96<br />

Total Ernst & Young network 763 1,058


Independent auditor’s <strong>report</strong><br />

To the General Meeting of Shareholders and Supervisory Board of Koninklijke <strong>Wegener</strong> N.V.<br />

Report on the financial statements<br />

We have audited the financial statements of Koninklijke <strong>Wegener</strong> NV, Apeldoorn, The Netherlands, for the year<br />

<strong>2010</strong> as included in this <strong>report</strong>. The financial statements consist of the consolidated financial statements<br />

and the company financial statements. The consolidated financial statements comprise the consolidated<br />

balance sheet as at 31 December <strong>2010</strong>, the consolidated income statement, consolidated comprehensive<br />

income statement, consolidated statement of changes in equity and consolidated cash flow statement for the<br />

year then ended, and a summary of significant accounting policies and other explanatory notes. The company<br />

financial statements comprise the company balance sheet as at 31 December <strong>2010</strong> and the company income<br />

statement for the year then ended and the notes.<br />

Management's responsibility<br />

The Management Board of Koninklijke <strong>Wegener</strong> NV is responsible for the preparation and fair presentation of<br />

these financial statements in accordance with International Financial Reporting Standards as adopted by the<br />

European Union and with Part 9 of Book 2 of the Dutch Civil Code, and for the preparation of the management<br />

board <strong>report</strong> in accordance with Part 9 of Book 2 of the Dutch Civil Code. Furthermore the Management Board<br />

is responsible for such internal control as it determines is necessary to enable the preparation of the financial<br />

statements that are free from material misstatement, whether due to fraud or error.<br />

Auditor's responsibility<br />

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our<br />

audit in accordance with Dutch law, including the Dutch Standards on Auditing. This requires that we comply<br />

with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the<br />

financial statements are free from material misstatement.<br />

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the<br />

financial statements. The procedures selected depend on the auditor's judgment, including the assessment of<br />

the risks of material misstatement of the financial statements, whether due to fraud or error.<br />

In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation<br />

and fair presentation of the financial statements in order to design audit procedures that are appropriate<br />

in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's<br />

internal control. An audit also includes evaluating the appropriateness of accounting policies used and the<br />

reasonableness of accounting estimates made by management, as well as evaluating the overall presentation<br />

of the financial statements.<br />

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our<br />

audit opinion.<br />

Opinion with respect to the consolidated financial statements<br />

In our opinion, the consolidated financial statements give a true and fair view of the financial position of<br />

Koninklijke <strong>Wegener</strong> NV as at 31 December <strong>2010</strong> its result and its cash flows for the year then ended in<br />

accordance with International Financial Reporting Standards as adopted by the European Union and with<br />

Part 9 of Book 2 of the Dutch Civil Code.<br />

Opinion with respect to the company financial statements<br />

In our opinion, the company financial statements give a true and fair view of the financial position of Koninklijke<br />

<strong>Wegener</strong> NV as at 31 December <strong>2010</strong> and of its result for the year then ended in accordance with Part 9 of Book<br />

2 of the Dutch Civil Code.<br />

Financial statements<br />

105


106 Financial statements<br />

Report on other legal and regulatory requirements<br />

Pursuant to the legal requirement under Section 2:393 sub 5 at e and f of the Dutch Civil Code, we have no<br />

deficiencies to <strong>report</strong> as a result of our examination whether the management board <strong>report</strong> , to the extent we<br />

can assess, has been prepared in accordance with Part 9 of Book 2 of this Code, and whether the information<br />

as required under Section 2:392 sub 1 at b-h has been annexed. Further we <strong>report</strong> that the management board<br />

<strong>report</strong>, to the extent we can assess, is consistent with the financial statements as required by Section 2:391<br />

sub 4 of the Dutch Civil Code.<br />

Zwolle, 14 March 2011<br />

Ernst & Young Accountants LLP,<br />

Signed by P.J.T.A. van Kleef


Apeldoorn, The Netherlands 14 March 2011<br />

The Supervisory Board: The Management Board:<br />

S.M. van der Heijden, chairman T. Velgaard, chairman<br />

E.A. van Amerongen<br />

The <strong>2010</strong> Financial statements have not been signed by Management Board member Mr W. Cornelisse because<br />

of his long-term absence due to sickness.<br />

Financial statements<br />

107


108 Other information<br />

Other information<br />

Corporate Governance<br />

Structure of Koninklijke <strong>Wegener</strong> NV<br />

Koninklijke <strong>Wegener</strong> NV (<strong>Wegener</strong>) is a company incorporated under Dutch law, and to which the mitigated<br />

two-tier board system has applied since 1 November 2007. <strong>Wegener</strong> subscribes to the principles and best<br />

practice provisions stated in the Dutch Corporate Governance Code (the “Code”) as published in the<br />

Government Gazette No. 18499 dated 3 December 2009.<br />

Since 25 October 2007 Mecom Group plc (Mecom) has held 86.4% of the issued capital in the form of ordinary<br />

shares in <strong>Wegener</strong>. Since that date, <strong>Wegener</strong> has been a member of the group of legal entities headed by<br />

Mecom (the Mecom Group).<br />

Management Board<br />

<strong>Wegener</strong>’s Management Board is responsible for developing objectives and strategy and for implementing the<br />

company’s strategic and operational policies, as well as the policies with regard to corporate social<br />

responsibility, compliance with legislation and regulations, risk management, and financing.<br />

The Management Board normally consists of three members, but in <strong>2010</strong> as of September it consisted of fewer<br />

than three members due to resignations. Headed by the chairman, the Management Board forms a collegial<br />

team. The members of the Management Board are appointed and dismissed by the General Meeting of<br />

Shareholders. All three members of the Management Board have been appointed for a membership term of four<br />

years. The Supervisory Board annually appraises the performance of the members of the Management Board.<br />

In carrying out its duties, the Management Board of Royal <strong>Wegener</strong> is guided by the interests of the company<br />

and of the undertaking connected with it. As a consequence, consideration is given to the interests of all parties<br />

involved with the company (stakeholders).<br />

In accordance with the provisions of Article 20 (2) of the company’s articles of association, certain decisions<br />

proposed by the Management Board are subject to the approval of the General Meeting of Shareholders. The<br />

Management Board must also receive approval from the Supervisory Board for a variety of significant corporate<br />

decisions as set forth in Article 20 (1). The remuneration policy for the Management Board is established by<br />

the General Meeting of Shareholders. The remuneration of the respective Management Board members is<br />

established by the Supervisory Board, subject to the remuneration policy adopted by the General Meeting of<br />

Shareholders.<br />

In <strong>2010</strong>, an option programme for Mecom shares applied for members of the Management Board. Under this<br />

plan, some members of the Management Board were awarded options to Mecom shares, under certain<br />

conditions, in <strong>2010</strong>.<br />

No transactions took place in the financial year of <strong>2010</strong> involving conflicting interests of material consequence<br />

for <strong>Wegener</strong> or the respective board members. This complies with Best Practice provisions II.3.2-II.3.4 of<br />

the Code.<br />

Supervisory Board<br />

<strong>Wegener</strong>’s Supervisory Board supervises and provides advice and support to the Management Board. The<br />

Supervisory Board consists of three members. However in January 2011, Mr Montgomery resigned from the<br />

Supervisory Board. The resulting vacant Supervisory Board seat has not yet been filled, but the Board intends to<br />

do so shortly The Board conducts its activities on behalf of the company and the undertaking connected to it,<br />

and the interests of all stakeholders are taken into account in the board’s decisions.<br />

On a monthly basis, the Supervisory Board receives a <strong>report</strong> from the Management Board concerning the<br />

financial affairs of the company. In meetings with the Supervisory Board, the Management Board provides<br />

information on developments within the undertaking and on all topics relevant to <strong>Wegener</strong>.


Other information (Corporate Governance)<br />

Members of the Supervisory Board are appointed by the General Meeting of Shareholders. For this purpose, the<br />

Board puts forward one name per vacancy. The General Meeting of Shareholders and the Central Works Council<br />

have the right to make recommendations. In addition, the Central Works Council has an enhanced right of<br />

recommendation with respect to appointment of one-third of the board members. The terms of office of<br />

supervisory directors expire after four years of service, in accordance with a schedule determined by the board.<br />

Reappointment is possible. The total term of service as a director is limited to twelve years.<br />

All members of the present Supervisory Board were appointed on 26 March 2009 for a period of four years. In<br />

making these appointments, consideration was given to the aim of optimising the composition of the board<br />

with regard to aspects such as diversity.<br />

The remuneration of the Supervisory Board is established by the General Meeting of Shareholders.<br />

During the <strong>2010</strong> financial year there were no transactions involving conflicting interests of supervisory directors<br />

that are of material significance for <strong>Wegener</strong> and/or the supervisory directors. This means that Best Practice<br />

provision III.6 of the Code was met.<br />

General Meeting of Shareholders<br />

A General Meeting of <strong>Wegener</strong> Shareholders is held on an annual basis. The agenda for this meeting always<br />

includes approval of the previous year’s accounts, proposals concerning the reserves and dividend policies,<br />

any proposal for distributions of dividend, the proposal for the granting of discharge for the conduct of their<br />

duties in the previous year to members of the Management Board, the proposal to grant comparable discharge<br />

to members of the Supervisory Board and, as appropriate, the appointment of an external auditor.<br />

Among the rights of the General Meeting is approving recommendations by the Management Board that would<br />

lead to a significant change in the identity or character of the company, such as a decision to transfer most or all<br />

of its business to a third party.<br />

Requests to place items on the agenda for a General Meeting are honoured when made by holders of shares or<br />

depository receipts who – alone or jointly – represent at least one-hundredth (1/100) part of the issued capital,<br />

or whose holding amounts to a value of at least EUR 50 million (EUR 50,000,000) according to the official price<br />

publication of Euronext Amsterdam. Such a request must be received by the Management Board or the<br />

chairman of the Supervisory Board at least sixty days prior to the meeting, and may not be incompatible with a<br />

substantial interest of the company.<br />

<strong>Wegener</strong> has an outline policy with regard to bilateral contacts with shareholders. This policy is set forth on the<br />

company’s website (www.wegener.nl).<br />

Amendments to the Articles of Association<br />

Since the amendment to the Articles of Association that was implemented on 1 November 2007, Article 49 (1)<br />

of the Articles of Association of Koninklijke <strong>Wegener</strong> NV has included the following stipulation regarding<br />

amendments:<br />

The General Meeting of Shareholders is authorised to amend the Articles of Association and to dissolve the<br />

company. Without the approval of holders of cumulative financing preference shares, no change may be made<br />

to the rights attaching to such shares.<br />

The <strong>Annual</strong> General Meeting of Shareholders of 18 May 2011 will be proposed to amend the Articles of<br />

Association of the company, pertaining amongst others to an amendment of the authority to represent the<br />

company.<br />

109


110<br />

Other information (Corporate Governance)<br />

Code of conduct<br />

<strong>Wegener</strong> works with a customised risk management and control system as meant in Best Practice provision<br />

II.1.3 of the Code. Consequently, <strong>Wegener</strong> has a Code of Conduct which formulates the way in which <strong>Wegener</strong><br />

deals with clients, readers, advertisers, shareholders, and other parties directly or indirectly involved with the<br />

company.<br />

An important element of the Code of Conduct is the whistleblower provision, which states that employees have<br />

the opportunity to <strong>report</strong> suspected irregularities of a general, operational or financial nature that take place<br />

within <strong>Wegener</strong> without endangering their own legal position. There is also a complaints programme and<br />

procedure, which describes the safeguards in place for a fair and effective handling of complaints made by<br />

individual <strong>Wegener</strong> employees. These provisions are among those set forth on the company’s website<br />

(www.wegener.nl) and each new employee gets these when entering his/her job.<br />

Share administration foundation<br />

The depository receipts for ordinary shares in <strong>Wegener</strong> that have been issued with the cooperation of the<br />

company are listed on the stock exchange. The share administration foundation of <strong>Wegener</strong> now holds 13.6% of<br />

the share capital issued in ordinary shares.<br />

The articles of association of the Stichting Administratiekantoor Koninklijke <strong>Wegener</strong> (the share administration<br />

foundation) as well as the Provisions for Administration were amended on 5 May 2008. The amended articles of<br />

association and provisions specifically state that the foundation will exercise the rights attaching to the shares<br />

in Koninklijke <strong>Wegener</strong> NV in such a way that the interests of holders of depository receipts are guaranteed as<br />

well as possible. Moreover, voting proxies will be granted without any restrictions and under all circumstances.<br />

Shareholders have the right to attend the General Meeting, to take the floor, and to exercise their vote. Holders<br />

of depository receipts have the right to attend the meeting and to take the floor. Under current statutory<br />

regulations, holders of depository receipts may apply to the foundation for a proxy authorising them to vote at a<br />

general meeting.<br />

In deviation from Best Practice provision IV.2.2. of the Code, holders of depository receipts for shares are not<br />

authorised to nominate persons for appointment as directors of the foundation.<br />

The foundation <strong>report</strong> for <strong>2010</strong> is provided on page 119 of this <strong>Annual</strong> <strong>report</strong>. The board of the foundation<br />

currently consists of one member. This member is independent.<br />

Financing preference share administration foundation<br />

The cumulative financing preference shares in the capital of the company have been converted into depository<br />

receipts and are held by the financing preference share administration foundation. The depository receipts for<br />

these shares are not exchange-listed.<br />

The articles of association of the financing share administration foundation were amended on 5 May 2008 in a<br />

manner similar to that of the amendment of the articles of association of the share administration foundation.<br />

The purpose of the foundation is to acquire and administer registered cumulative financing preference shares<br />

issued as part of <strong>Wegener</strong>’s share capital with limited exchangeability, and to exercise all rights associated with<br />

these shares, such as voting rights.<br />

The board of the foundation is the same as the board of the share administration foundation. All outstanding<br />

depository receipts for cumulative financing preference shares that have not been redeemed are presently held<br />

by Mecom Group plc.


Takeover Directive<br />

Information as meant in the Decree of 5 April 2006 implementing Article 10 of Directive 2004/25/EC of the<br />

European Parliament and the Council of the European Union regarding the public takeover bid – to the extent<br />

applicable – is stated in this section and in the <strong>Wegener</strong> Shares section (page 118) and elsewhere under the<br />

Other Information heading (pages 107 ff.).<br />

Transactions with shareholders<br />

As the holder of 86.44% of the ordinary shares and associated depository receipts in Koninklijke <strong>Wegener</strong> NV,<br />

since 25 October 2007 Mecom Group plc has had a significant influence on <strong>Wegener</strong> and on this basis is<br />

deemed to be a related party. Various transactions took place with Mecom and/or its subsidiaries in <strong>2010</strong> for<br />

which the reader is referred to the section entitled Related Parties on page 92 of the annual accounts. These<br />

transactions are concluded under conditions customary in the group’s sector. Since the Supervisory Board gave<br />

its approval to these transactions, Best Practice provision III.6.4 has been met.<br />

Transparency Directive<br />

The annual financial <strong>report</strong>ing includes:<br />

A. the audited annual accounts;<br />

B. the <strong>Annual</strong> <strong>report</strong>; and<br />

C. statements by persons designated by <strong>Wegener</strong> as those responsible, clearly giving their names and<br />

positions, that, to the best of their knowledge,<br />

1. the annual accounts give a true and fair view of the assets, the liabilities, the financial position and the<br />

result (profit or loss) of <strong>Wegener</strong> and the businesses jointly included in the consolidated figures; and<br />

2. the <strong>Annual</strong> <strong>report</strong> gives a true and fair view of the situation on the balance sheet date, the course of<br />

business in the past year of <strong>Wegener</strong> and of the businesses affiliated with it, the details of which are<br />

included in <strong>Wegener</strong>’s annual accounts, and that the <strong>Annual</strong> <strong>report</strong> contains a description of the<br />

fundamental risks with which <strong>Wegener</strong> is confronted.<br />

For the application of this article, annual accounts and <strong>Annual</strong> <strong>report</strong> have the following meaning:<br />

> the annual accounts as referred to in Section 361 of Book 2 of the Dutch Civil Code as well as the information<br />

to be added pursuant to Section 392 (1) of Book 2 of the Dutch Civil Code;<br />

> the <strong>Annual</strong> <strong>report</strong> as referred to in Section 391 of Book 2 of the Dutch Civil Code.<br />

Non-conformance with Code provisions<br />

The introduction to the Code explicitly states that non-conformance with its provisions may be necessary and<br />

justified under certain circumstances. The application of all the provisions of the Code is, in the final analysis,<br />

dependent on the specific situation of an enterprise and its shareholders. It is a result of the circumstance that<br />

<strong>Wegener</strong> is a member of Mecom Group plc that it is unable to comply with a number of principles and best<br />

practice provisions in the Code.<br />

The following are specific exceptions from the provisions of the Code:<br />

Other information (Corporate Governance)<br />

a. The powers as meant in Best Practice provisions II.2.10 and II.2.11 do not accrue to the Supervisory Board.<br />

b. In deviation from Best Practice provision IV.2.2 of the Code, the meeting of holders of depository receipts for<br />

shares is not authorised to nominate persons for appointment as director of the share administration<br />

foundation. This is because the share administration foundation grants voting proxies to holders of<br />

depository receipts for shares that are not subject to any limitations.<br />

111


112 Other information (Corporate Governance)<br />

Statement regarding corporate governance pursuant to Article 2a of the decree of<br />

23 December 2004 setting forth further regulations for the contents of the <strong>Annual</strong><br />

<strong>report</strong> (the "Decree")<br />

1. The principles and best practice provisions as meant in Article 3(1) of the Decree, which addresses the<br />

Management Board or the Supervisory Board, are met and will be met, unless stated otherwise in this section.<br />

2. No other code of conduct or practices as meant in Article 3(2) of the Decree is observed by <strong>Wegener</strong>, whether<br />

voluntarily or otherwise.<br />

3. The characteristics of the monitoring system indicated in Article 3a (a) of the Decree are given in this <strong>Annual</strong><br />

<strong>report</strong> on pages 24 and 25.<br />

4. The information regarding the functioning of the shareholders’ meeting and the other information meant in<br />

Article 3a (b) of the Decree are given above in this section.<br />

5. The information regarding the composition and the functioning of the Management Board and the<br />

Supervisory Board indicated in Article 3a (c) of the Decree are given above in this section.<br />

6. This section refers to the information to be furnished pursuant to the Decree implementing Article 10 of<br />

the Takeover Directive. There are no persons to whom a special right of control of <strong>Wegener</strong> accrues under the<br />

articles of association as meant in Article 392 (1) (e) of Book 2 of the Dutch Civil Code.


Remuneration <strong>report</strong><br />

Remuneration of the Management Board in <strong>2010</strong><br />

In general, the remuneration of the Management Board is based on the provisions of the Dutch Corporate<br />

Governance Code, market comparisons, and the remuneration policy that applies within Mecom. Remuneration<br />

policy is established by the General Meeting of Shareholders, while each individual director’s remuneration and<br />

other terms of employment are established by the Supervisory Board.<br />

The aim of <strong>Wegener</strong>’s remuneration policy is to attract, motivate and retain talented, capable board members.<br />

The basic tenets of the remuneration policy for <strong>2010</strong> and subsequent periods are:<br />

> The remuneration level for the Management Board must be in accordance with general standards for<br />

remuneration levels in the Dutch employment market for directors.<br />

> The remuneration levels for board members are to be identical, except as when a transition period is required.<br />

The chairman receives a supplement to the level of remuneration of the other members of the board.<br />

> Performance standards are linked to short- and long-term variable remuneration and are linked to both the<br />

results for the financial year in question and to the creation of long-term value.<br />

In determining the amount and the structure of the remuneration of directors, aspects given consideration<br />

include developments in the result, financial and non-financial indicators that are relevant for the company’s<br />

long-term objectives, with due observance of the risks to the company that may be entailed by variable<br />

remuneration.<br />

Remuneration structure in <strong>2010</strong><br />

The total remuneration package for members of the Management Board consists of:<br />

1. Base annual salary<br />

2. <strong>Annual</strong> results-related bonus<br />

3. Long-term remuneration<br />

4. Pension provisions<br />

5. Other perquisites<br />

Re 1 Base annual salary<br />

The base salaries for the members of the Management Board in <strong>2010</strong> were in line with the level established a<br />

number of years ago. Due to his special (expatriate) status, different agreements that have yet to be negotiated<br />

may apply to the chairman of the Management Board appointed as of 22 December <strong>2010</strong>.<br />

Re 2 Bonus<br />

The annual bonus is based partly on quantitative financial objectives and partly on qualitative objectives set<br />

down in advance. In <strong>2010</strong>, these criteria were result development and cash flows.<br />

The amount of the bonus is expressed as a percentage of the fixed annual salary and determined within the<br />

framework of the Mecom international remuneration structure.<br />

Payment of the cash flow-related part of the bonus depends in part on cash flows in the next year. If next year’s<br />

objective is achieved, this part of the original bonus will be increased. If next year’s objective is not reached, this<br />

part of the original bonus will not be paid out.<br />

Re 3 Long-term remuneration<br />

Each year, the board of Mecom Group plc decides whether the members of the Management Board are entitled<br />

to options in Mecom shares in that year. In <strong>2010</strong>, options were granted in that context giving entitlement to<br />

ordinary shares in Mecom Group plc with a nominal value of 60.86 pence. The options granted have a weighted<br />

average exercise price of £ 1.62. The options can be exercised between three and ten years after they were<br />

granted, depending on whether the performance conditions set in advance were met. The exercisement with<br />

respect to the in <strong>2010</strong> granted options is dependent on the achievement of performance conditions set in<br />

advance.<br />

Other information<br />

113


114 Other information (Remuneration <strong>report</strong>)<br />

No options were exercisable on 31 December <strong>2010</strong>. The options are non-transferable and they expire upon<br />

termination of employment, unless there are exceptional circumstances.<br />

Re 4 Pension<br />

The pension for members of the Management Board is based on the following principles:<br />

> Retirement age is 65.<br />

> The retirement pension to be attained is based on an average wage system with an accrual rate of 2.25% of<br />

the pensionable salary base. The pensionable salary base is the fixed salary less the fixed deductible for<br />

Dutch old age pension (AOW).<br />

> A survivor’s pension is 70% of the retirement pension plus (to the extent allowed by tax laws) a temporary<br />

survivor’s benefit of 20% of the attainable retirement pension until the age of 65.<br />

> The employee’s contribution is 9.6% of the pensionable salary base.<br />

Part of this programme is accommodated in the Pensioenfonds voor de Grafische Bedrijven (PGB). That portion<br />

is index-linked in accordance with the indexation policy of the executive board of PGB.<br />

The other, supplementary, part has been placed with pension insurer Aegon. For that portion, independent of<br />

the term of service, a supplementary cost-of-living increase is paid, depending on the surplus interest earned in<br />

this scheme. For the duration of a person’s membership of the pension fund, each year an indexation<br />

supplement is awarded to a maximum of 1.5%, insofar as the financial funds in the deposit fund are adequate<br />

for this purpose.<br />

Due to his special (expatriate) status, different agreements that have yet to be negotiated may apply to the<br />

chairman of the Management Board appointed as of 22 December <strong>2010</strong>.<br />

Re 5 Other perquisites<br />

In addition to the remuneration elements set out above, the members of the Management Board are entitled<br />

to a hotel expenses allowance, as well as the use of a company car. Due to his special (expatriate) status, the<br />

chairman of the Management Board, appointed as of 22 December <strong>2010</strong>, will also receive allowances for<br />

travelling and accommodation expenses.<br />

Early retirement and pre-pension<br />

Members of the Management Board, who were employed with (one of the companies of) <strong>Wegener</strong> before<br />

1 January 2006 are subject to the “Conditional Back-Service Programme” as agreed within <strong>Wegener</strong>. This<br />

provides compensation for the fact that early retirement and pre-pension plans no longer exist. The<br />

compensation consists of an increase in the pension entitlements when a participant retires directly from<br />

employment with Koninklijke <strong>Wegener</strong> and expires when a participant resigns before their retirement age.<br />

Loans<br />

No loans, guarantees or similar dispensations were furnished to the members of <strong>Wegener</strong>’s Management<br />

Board.<br />

Employment contracts<br />

All members of the Management Board have been appointed for a period of four years. The chairman was<br />

appointed to serve until 22 December 2014 and one other member of the Management Board was appointed to<br />

serve until 8 May 2012.<br />

The present contracts of the members of the Management Board who were employed with <strong>Wegener</strong> before<br />

1 January <strong>2010</strong> provide for a period of notice of three months in the event of termination by the board member<br />

and a period of notice of six months if the company terminates the agreement. For all newly appointed members<br />

of the Management Board this is 6 months respectively 12 months.


Other information (Remuneration <strong>report</strong>)<br />

It has been agreed with all members of the Management Board that they will be paid compensation if their<br />

employment is terminated through a cause beyond their personal control. Furthermore, it has been agreed with<br />

one member of the Management Board that he will also be paid compensation if the employment is terminated<br />

by this member because he no longer wishes, or is no longer able, to perform his duties solely on the basis of a<br />

change in circumstances to such a degree that – as a result of a merger, acquisition, fundamental change of<br />

policy or internal reorganisation, or as a result of <strong>Wegener</strong>’s hiring a director or some other official who is his<br />

superior by law and/or in fact – he can no longer carry out his duties at the desired level at which he most<br />

recently did so. At such time, all relevant circumstances will be considered in determining the amount of the<br />

compensation.<br />

In accordance with the above, two departing directors were paid compensation in the year under review.<br />

Remuneration structure 2011<br />

In principle, the remuneration policy as it applied in <strong>2010</strong> will be continued in 2011. Changes to it may possibly<br />

be made on the basis of Mecom’s remuneration policy.<br />

115


116 Other information<br />

Profit distribution<br />

thousands of euros<br />

Result for <strong>2010</strong> attributable to equity holders of Koninklijke <strong>Wegener</strong> NV (32,556)<br />

On 14 March 2011, the Management Board decided,<br />

and the Supervisory Board concurred to make the following distribution:<br />

Dividend on cumulative financing preference shares 1,567<br />

Withdrawal from the general reserves 34,123<br />

Despite the loss incurred in <strong>2010</strong>, the Supervisory Board and the Management Board proposes, in accordance<br />

with article 45 of the Articles of Association of Koninklijke <strong>Wegener</strong> NV, dividend on cumulative financing<br />

preference shares.<br />

The dividend on cumulative financing preference shares will be payable beginning 1 June 2011.<br />

Article 45 of the Articles of Association of Koninklijke <strong>Wegener</strong> NV, which pertains to the distribution of profits,<br />

consists of the following stipulations:<br />

45.1 In addition to other reserves, the company has a dividend<br />

reserve for financing preference shares and a share premium reserve<br />

for financing preference shares, to which reserves only the<br />

preference shares are entitled. If the company acquires (depository<br />

receipts for) preference shares, an amount equal to the portion of the<br />

balance to be attributed to those (depository receipts for) preference<br />

shares in the share premium reserve for financing preference shares,<br />

and respectively in the dividend reserve for financing preference<br />

shares, will be charged to the share premium reserve for financing<br />

preference shares and respectively the dividend reserve for financing<br />

preference shares.<br />

45.2 From the profit obtained in a financial year first of all, if<br />

possible -- and this at the discretion of the Management Board and<br />

with the approval of the Supervisory Board -- either an amount will be<br />

added to the dividend reserve for financing preference shares as<br />

primary dividend, or an amount will be paid out as primary dividend on<br />

the preference shares. The amount of these additions or distributions<br />

is equal to the dividend percentage as defined in paragraph 5,<br />

calculated on the average balance, weighted for passage of time, of<br />

the dividend reserve for financing preference shares during that<br />

financial year<br />

45.3 If profit in a financial year is not sufficient to make the<br />

additions or the distributions referred to in paragraph 2, in<br />

subsequent financial years the stipulations contained in paragraph 2<br />

will only be applied once the deficit has been made up.<br />

45.4 The Management Board is authorised, with the approval<br />

of the Supervisory Board, to decide to pay out on the preference<br />

shares an amount equal to the deficit as referred to in the preceding<br />

paragraph or to add it to the dividend reserve for financing preference<br />

shares charged to reserves, with the exception of the share premium<br />

reserve for financing preference shares and the dividend reserve for<br />

financing preference shares.<br />

45.5 Of the profit remaining after application of the provisions<br />

contained in the preceding paragraphs, if possible, a dividend will be<br />

paid out on the preference shares equal to a percentage calculated<br />

on the sum of the nominal amount of the issued preference shares,<br />

increased by the average balance, weighted over time, of the share<br />

premium reserve for financing preference shares, and which<br />

percentage is fixed at five and thirty-three hundredths of one per cent<br />

(5.33%).<br />

As of the first of January of the year two thousand and eleven and<br />

subsequently once every five (5) years, the dividend percentage of<br />

the preference shares will be adjusted to the arithmetic average to<br />

be calculated of the five (5) year euro denominated interest rate swap<br />

as published by Reuters on page “ISDAFIX2”, calculated on the<br />

average of the last five (5) working days of the year prior to the<br />

dividend revision date, and this at eleven o’clock in the morning<br />

Central European Time, increased by a possible increment, which is to<br />

be determined by the Management Board with the approval of the<br />

Supervisory Board, of a maximum of three hundred (300) basis<br />

points, depending on the market circumstances prevailing at that<br />

time.<br />

In the event that the prices on the aforementioned Reuters page are<br />

not available and that therefore no dividend percentage can be<br />

calculated as described herein above, the dividend percentage will be<br />

determined by taking the arithmetic average of the mean interests of<br />

the fixed euro denominated SWAP interest rate, rounded up to the<br />

nearest basis point, as issued on the last five (5) working days of the<br />

year prior to the dividend revision date by three banks, which banks<br />

issue “quotes” against receipt of a variable interest rate on the basis


of six months Euribor, increased by an increment as described above.<br />

For the quotes, in principle reference is made to publications of the<br />

banks cited previously, to wit: (i) ABN AMRO Reuters page<br />

“AABIRSEU01”, (ii) UBS Reuters page “WDREURSWAP1” and (iii)<br />

Barclays Bloomberg page “BXSW01”, or other pages of comparable<br />

European banks for which such quotes are available. If one of the<br />

aforementioned pages is not available, the bank in question will be<br />

requested to issue a direct quote for the day in question.<br />

45.6 If profit in a financial year is not sufficient to make the<br />

payments as referred to in paragraph 5, in subsequent financial years<br />

the provisions stated in paragraph 5 will only be applied after the<br />

deficit has been made up.<br />

45.7 The Management Board is authorised, with the approval<br />

of the General Meeting, to decide to distribute an amount equal to the<br />

deficit referred to in the preceding paragraph and to charge it to<br />

reserves, with the exception of the share premium reserve for<br />

financing preference shares and the dividend reserve for financing<br />

preference shares.<br />

45.8 At the proposal of the Management Board and with the<br />

approval of the Supervisory Board, the General Meeting may decide to<br />

reserve a part of the profit remaining after application of the<br />

provisions stated in the preceding paragraphs. That which is not<br />

reserved of this profit will be distributed to the holders of (depository<br />

receipts for) ordinary shares, on the proviso that no dividend payment<br />

can take place as long as, at the time of the dividend payment, the<br />

balance of the dividend reserve for financing preference shares is<br />

positive.<br />

45.9 The Management Board may decide, with the approval<br />

of the Supervisory Board, to make distributions charged to the share<br />

premium and dividend reserves for financing preference shares.<br />

45.10 The Management Board may, with the approval of the<br />

general meeting, pay out an interim dividend, if and to the extent that<br />

profit so allows. Interim dividend can also be paid out solely on one<br />

type of share. Interim dividend cannot be paid out on the ordinary<br />

shares if at the time of the dividend payment the balance of the<br />

dividend reserve for financing preference shares is positive.<br />

45.11 In the event of the withdrawal and repayment of<br />

preference shares, in addition to the repayment of the nominal<br />

amount and the portion of the balance of the share premium and<br />

dividend reserves for financing preference shares to be attributed to<br />

those shares, a distribution will be made on the preference shares to<br />

be withdrawn, which distribution is calculated as much as possible in<br />

accordance with the provisions contained in paragraphs 2, 3, 5 and 6<br />

of this article, including the amount of a deficit, and this to be<br />

calculated on a proportionate basis over the period from the day on<br />

which a distribution of dividend or an addition of dividend as meant in<br />

Other information (Profit distribution)<br />

paragraphs 2, 3, 5 or 6 of this article was most recently made until the<br />

day of repayment.<br />

Moreover, an amount will be paid out equal to the difference between:<br />

(I) the cash value of the dividend that would have to be paid out on<br />

the shares in question until the next dividend revision date as meant<br />

in paragraph 5 of this article if withdrawal had not taken place, and<br />

(II) the cash value of the return, calculated for the same period, if the<br />

above determined amount that was paid out were to be reinvested in<br />

state loans with a remaining term lasting until the next dividend<br />

revision date.<br />

45.12 Payments may only be made up to a maximum of the<br />

amount of the distributable portion of shareholders’ equity.<br />

45.13 Distribution of profit takes place after adoption of the<br />

annual accounts showing that this is permissible.<br />

45.14 Decisions to pay out interim dividend pursuant to this<br />

article are only possible if the condition stated in paragraph 12 has<br />

been satisfied as revealed in an interim statement of assets and<br />

liabilities. This refers to the state of the assets and liabilities at the<br />

earliest on the first day of the third month before the month in which<br />

the decision to pay out interim dividend is announced. The statement<br />

must be drawn up with due observance of generally accepted<br />

accounting principles. The statement of assets and liabilities will<br />

include the amounts to be reserved pursuant to the law. It will be<br />

signed by the directors; if one or more of their signatures is missing,<br />

the reason for this omission will be stated. The statement of assets<br />

and liabilities will be deposited at the offices of the trade register<br />

within eight days after the day on which the decision to pay out is<br />

announced.<br />

45.15 Decisions to make interim and other distributions shall be<br />

announced without delay.<br />

45.16 In the calculation of the profit appropriation, the shares<br />

held by the company in its own capital are not included.<br />

117


118 Other information<br />

<strong>Wegener</strong> shares<br />

Share capital<br />

The depository receipts for the ordinary shares of Koninklijke <strong>Wegener</strong> NV are listed on Euronext Amsterdam<br />

Exchange. The nominal value of both the ordinary shares and the cumulative financing preference shares is<br />

EUR 0.30 per share.<br />

Issued share capital at 31 December <strong>2010</strong> was EUR 15,929,568, consisting of 45,008,842 ordinary shares and<br />

8,089,718 cumulative financing preference shares. Of the ordinary shares, depository receipts have been<br />

issued for 6,127,467 of the total, while depository receipts have been issued for all of the cumulative financing<br />

preference shares.<br />

There were no changes in issued share capital during <strong>2010</strong>.<br />

Shareholders<br />

There were no changes to the share ownership during <strong>2010</strong>.<br />

Mecom Media Holding Holland BV (a subsidiary of Mecom Group plc) holds 38,880,948 ordinary shares (not<br />

converted into depository receipts). This is 86.4% of the ordinary shares. In addition, Mecom holds 4,200,173<br />

depository receipts for cumulative financing preference shares. The total Mecom holding as of 31 December<br />

<strong>2010</strong> was 81.13% of the total capital of Koninklijke <strong>Wegener</strong> NV.<br />

No <strong>report</strong>s were received in <strong>2010</strong> of a change to a substantial shareholding. According to <strong>report</strong>s in 2008,<br />

Governance for Owners holds 13.28% of the (depository receipts for) ordinary shares. The total Governance for<br />

Owners holding as of 31 December <strong>2010</strong> was 11.26% of the total capital of Koninklijke <strong>Wegener</strong> NV.<br />

As of 31 December <strong>2010</strong>, Koninklijke <strong>Wegener</strong> NV still held a package of 3,889,545 depository receipts for<br />

cumulative financing preference shares purchased in 2006, representing 7.3% of the total capital.<br />

Important dates<br />

18 May 2011 <strong>Annual</strong> General Meeting of Shareholders<br />

27 July 2011 2011 Half-year <strong>report</strong> (before trading)


Share administration foundation <strong>report</strong><br />

Financing preference share administration foundation <strong>report</strong><br />

As required by Article 18 Provisions for Administration of ordinary shares and cumulative financing preference<br />

shares of Koninklijke <strong>Wegener</strong> NV, we offer this <strong>report</strong> to holders of depository receipts.<br />

As was explained at the Extraordinary General Meeting of Shareholders of 26 March 2009, the issue of<br />

depository receipts for shares will be continued for purely economic reasons.<br />

The Board of both foundations was present at the General Meeting of Shareholders, held on 18 May <strong>2010</strong> and at<br />

the Extraordinary General Meeting of Shareholders, held on 22 December <strong>2010</strong>. Holders of depository receipts<br />

who had announced they would attend these meetings and who were present were automatically granted<br />

voting rights in accordance with the provisions of administration. At both meetings, the board cast its vote for all<br />

shares under administration for which no proxy had been given.<br />

The board of both foundations is the administrator:<br />

> Administration office of the “Algemeen Administratie- en Trustkantoor BV” in Amsterdam<br />

As of 31 December <strong>2010</strong>, a total of 6,127,467 ordinary shares of EUR 0.30 nominal value, representing a total<br />

nominal value of EUR 1,838,240.10, were in administration by the share administration foundation, and against<br />

which bearer depository receipts had been issued in an identical nominal value. This is unchanged since<br />

31 December 2009.<br />

The total number of outstanding depository receipts for cumulative financing preference shares remaining<br />

under administration at year-end <strong>2010</strong> was unchanged at 4,200,173, representing a total nominal value of<br />

EUR 1,260,051.90.<br />

The activities involved in the administration of the shares were conducted by the administrator of the<br />

foundation: Administration office of the “Algemeen Administratie- en Trustkantoor BV”.<br />

The annual remuneration for administration for both foundations together is EUR 7,500 (excl. VAT).<br />

Apeldoorn, The Netherlands, 18 January 2011<br />

The Board<br />

Other information<br />

119


120 Other information<br />

Group companies and their activities, and important associated<br />

companies (as of March 2011)<br />

<strong>Wegener</strong> Management Board<br />

Truls Velgaard (CEO)<br />

Chairman Executive Board<br />

Wil Cornelisse (COO)<br />

Member Executive Board<br />

Fieneke v.d. Brink<br />

Proposed member Executive Board (18 May)<br />

Arnoud Lippinkhof (CFO)<br />

Director Finance & Control<br />

Rob de Spa<br />

Director Content & Editorial Development<br />

Gerda Bastet<br />

Director Region East<br />

Marco Paans<br />

Director Region South<br />

Hans Zantkuijl (a.i.)<br />

Director Region West/North<br />

Eilko Bronsema<br />

Director IM & ICT<br />

<strong>Wegener</strong> Media BV<br />

General manager: T. Velgaard<br />

Region East<br />

Regional managing director: Gerda Bastet<br />

DAILY NEWSPAPERS<br />

De Gelderlander<br />

Director/publisher: Stef Rietbergen<br />

Editor-in-chief: Kees Pijnappels<br />

www.degelderlander.nl<br />

de Stentor<br />

Director/publisher: Gerda Bastet (a.i.)<br />

Editor-in-chief: Alex Engbers<br />

www.destentor.nl<br />

De Twentsche Courant Tubantia<br />

Director/publisher: Angelina Schoonewille (a.i.)<br />

(per 16 April 2011)<br />

Editor-in-chief: André Vis<br />

www.tctubantia.nl<br />

FREE DOOR-TO-DOOR NEWSPAPERS<br />

87 local free door-to-door newspapers<br />

Region South<br />

Regional managing director: Marco Paans<br />

DAILY NEWSPAPERS<br />

BN/DeStem<br />

Director/publisher: Ad Verrest<br />

Editor-in-chief: Johan van Uffelen<br />

www.bndestem.nl<br />

Brabants Dagblad<br />

Director/publisher: Annemieke Besseling (a.i.)<br />

(per 1 April)<br />

Editor-in-chief: vacancy<br />

www.brabantsdagblad.nl<br />

Eindhovens Dagblad<br />

Director/publisher: Annemieke Besseling (a.i.)<br />

(per 1 April)<br />

Editor-in-chief: John van de Oetelaar (a.i.)<br />

www.eindhovensdagblad.nl<br />

Provinciale Zeeuwse Courant<br />

Director/publisher: Ad Verrest<br />

Editor-in-chief: Peter Jansen<br />

www.pzc.nl<br />

FREE DOOR-TO-DOOR NEWSPAPERS<br />

35 local free door-to-door newspapers<br />

Region West/North<br />

Regional managing director: Hans Zantkuijl (a.i.)<br />

DAILY NEWSPAPERS<br />

Dagblad De Pers (free)<br />

Operational director: Hans Zantkuijl (a.i.)<br />

www.depers.nl<br />

FREE DOOR-TO-DOOR NEWSPAPERS<br />

66 local free door-to-door newspapers<br />

Digital products<br />

250 websites national, regional,<br />

local and hyperlocal<br />

Centrally organised<br />

front offices<br />

Editorial department<br />

free door-to-door newspapers<br />

Editor-in-chief: Mart Jochemsen<br />

Central editorial department<br />

daily newspapers<br />

Manager: Rob de Spa<br />

Editor-in-chief: Louis van de Geijn<br />

National ad sales<br />

Manager director: Fred van Domburg Scipio<br />

Consumer marketing<br />

Manager: Tialde Postma<br />

Advertising marketing & Communication<br />

Manager: André Kooij<br />

Enterprises<br />

Manager: Marieke Meijer<br />

Call centers<br />

Manager: Robert Dijkhuis<br />

Sweetdeal<br />

Manager: Dirk Renders<br />

<strong>Wegener</strong> SpeciaalMedia<br />

Manager: Jan ten Vaarwerk<br />

Business unit specializing in services to third<br />

parties related to preparation of newspapers,<br />

magazines, brochures, annual <strong>report</strong>s, books,<br />

and other printed products. The unit consists<br />

of specialists in design and production, project<br />

-co-ordination, editing, ad sales and distribution.


<strong>Wegener</strong> Media Backoffices<br />

IM & ICT<br />

Manager: Eilko Bronsema<br />

Human Resource Management<br />

Manager: Heinz Reinink<br />

Finance & Control<br />

Manager: Arnoud Lippinkhof<br />

Operations<br />

Manager: Bert Ribbink<br />

Procurement & Facilities<br />

Manager: Han Daals<br />

Central department distribution<br />

daily newspapers<br />

Manager: Frits Boekhoff<br />

Central department distribution<br />

free door-to-door newspapers<br />

Managers: Gerard Kockmann / Daan van Ee<br />

Staff departments<br />

Legal affairs<br />

Head: Onno Kuit<br />

Tax affairs<br />

Head: Christiaan van Waalwijk Doorn<br />

Corporate affairs & Communication<br />

Manager: Han van den Berg<br />

Other information (Group companies and their activities, and important associated companies)<br />

<strong>Wegener</strong> MediaVentions BV<br />

AutoTrack.nl<br />

Manager: Sander van den Hout<br />

National online platform for information about<br />

and sale of new and used cars, co-operated by<br />

BOVAG and ANWB<br />

www.Autotrack.nl<br />

JobTrack.nl<br />

Manager: Elton Habits<br />

National online platform for vacancies<br />

www.Jobtrack.nl<br />

<strong>Wegener</strong> NieuwsDruk BV<br />

General managerr: Wil Cornelisse<br />

Operating manager: Emiel Hagens<br />

Printing Plants<br />

<strong>Wegener</strong> NieuwsDruk Brabant, Best<br />

<strong>Wegener</strong> NieuwsDruk Gelderland, Apeldoorn<br />

<strong>Wegener</strong> NieuwsDruk Twente, Enschede<br />

Extensive, comprehensive graphic production<br />

services related to newspaper-type products<br />

such as daily newspapers, free door-to-door<br />

newspapers, magazines, periodicals, special<br />

publications and directories. Includes concept<br />

development and conducting prepress and<br />

-printing operations, plus a full range of after-<br />

press and bindery services, addressing and<br />

-distribution (including personalized mailings<br />

www.wegenernieuwsdruk.nl<br />

Important associated<br />

companies<br />

Funda NV<br />

30%<br />

Complete listing of residential<br />

properties and services via the internet.<br />

(voting rights 13%)<br />

Mediahaus <strong>Wegener</strong> GmbH<br />

50%<br />

Advertising agent for German<br />

advertisess in <strong>Wegener</strong> products<br />

(A complete list of associated<br />

companies is provided on page 97<br />

of this <strong>report</strong>)<br />

121


122<br />

Colophon<br />

Editor<br />

Han van den Berg, Royal <strong>Wegener</strong>, Apeldoorn, The Netherlands<br />

Graphic design and realisation<br />

Studio <strong>Wegener</strong> Media<br />

Paper<br />

Cover 300 grams Tom & Otto<br />

Contents 135 grams Tom & Otto<br />

Printing<br />

Drukkerij Roelofs, Enschede, The Netherlands


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