General Sharehoders Meeting of Tamedia Ltd Invitation with agenda items and proposals by the Board of Directors

Transcription

1 Gnl Sharhodrs Mting of Tamdia Ltd Invitation with agnda itms and proposals by th Board of Dirctors Friday, 20 April 2018, hours Lak Sid, Bllrivass 170, 8008 Zürich

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3 To th sharholdrs of Tamdia Ltd Zurich, 13 March 2018 Ladis and Gntlmn, It is our plasur to invit you to th Gnl Sharholdrs Mting of Tamdia Ltd on Friday, 20 April 2018, hours at th Lak Sid, Bllrivass 170, 8008 Zurich. Rgiation bgins at hours, th hall opns at hours. Enclosd, plas find a form providing you with accss to an lctronic platform through which you may gnt th authorisation to vot and issu inuctions to th indpndnt sharholdr rprsntativ of voting rights. As in th prvious yar, w will us lctronic voting dvics at th mting. Agnda itms and proposals of th Board of Dirctors 1. Managmnt rport, consolidatd financial statmnts and annual financial statmnts 2017 (as of 31 Dcmbr 2017), auditors rports Th Board of Dirctors proposs that th auditor s rports b acknowldgd and that th managmnt rport, th consolidatd financial statmnts and th annual financial statmnts for 2017 b approvd. B Commnts Th opting profit of Tamdia dcsd by 3.0 prcnt or CHF 30.6 million to CHF million. Th dclin in th opting profit is attributabl to th tditional mdia businss. Th opting incom bfor dprciation and amortization (EBITDA) fll by CHF 44.2 million or 22.0 prcnt to CHF million. Th EBITDA margin incsd from 20.0 prcnt in th prvious yar to 25.2 prcnt. Th opting incom (EBIT) incsd by CHF 67.3 million or 59.3 prcnt to CHF million. Th valu of goodwill was not lowrd in 2017 (prvious yar CHF 11.0 million). Th EBIT margin incsd from 11.3 a yar ago to 18.6 prcnt. Th 2017 rsult of CHF million was CHF 47.9 million or 39 prcnt highr than th figur for th prvious yar of CHF million. Th ong incs in th profit is attributabl in particular to on-off ffcts in prsonnl xpnss as a rsult of IAS 19 and th lowr dprciation and amortization. Th non-rcurring ffcts undr IAS 19 rsult ssntially from plan amndmnts (lowring of th tchnical intrst t and th convrsion t) whilst th fall in dprciation and amortisation is du mainly to th xtnsion in th xpctd opting lif of th printing cntrs. With rvnus of CHF million (prvious yar CHF million), th parnt company, Tamdia Ltd, achivd an opting incom bfor dprciation and amortization (EBITDA) of CHF 89.1 million in th 2017 financial yar (prvious yar CHF 67.2 million). Th opting incom (EBIT) amountd to CHF 79.1 million (prvious yar CHF 57.4 million). Th incs in rvnus and EBITDA is attributabl primarily to th intgtion of th advrtising markt organization «Tamdia Advrtising» into th parnt company. Du to th lowr dividnd paymnts from sharholdings and th gain from th sal of invstmnts takn into account in th prvious yar, financial incom for 2017 was significantly lowr. Consquntly, th rsult of Tamdia Ltd thus fll to CHF 56.3 million (prvious yar CHF million).

4 In thir rports to th Gnl Sharholdrs Mting, th auditors of PricwatrhousCooprs Ltd, Zurich, rcommnd that th 2017 consolidatd financial statmnts and th 2017 annual financial statmnts of th parnt company Tamdia b approvd. 2. Appropriation of nt profit and dtrmination of dividnds Th Board of Dirctors proposs that a total amount of CHF 47.7 million or CHF 4.50 pr shar b paid as dividnds from Tamdia Ltd s nt profit in th 2017 financial yar. B Commnts If th Gnl Sharholdrs Mting approvs this proposal, th dividnds will b paid on 26 April 2018, subjct to 35 prcnt withholding tax. 3. Discharg of th mmbrs of th Board of Dirctors and th Managmnt Board Th Board of Dirctors proposs that th mmbrs of th Board of Dirctors and th mmbrs of th Managmnt Board b dischargd in rspct of thir activitis in th 2017 financial yar. 4. Elctions (hld individually): 4.1. Elctions to th Board of Dirctors R-lction of Pitro Supino as a mmbr and Chairman of th Board of Dirctors Th Board of Dirctors proposs that Dr. Pitro Supino b r-lctd as a mmbr and Chairman of th Board of Dirctors until th nd of th nxt Gnl Sharholdrs Mting R-lction of Martin Coninx as a mmbr of th Board of Dirctors Th Board of Dirctors proposs that Mr. Martin Coninx b r-lctd as a mmbr of th Board of Dirctors until th nd of th nxt Gnl Sharholdrs Mting R-lction of Marina d Planta as a mmbr of th Board of Dirctors Th Board of Dirctors proposs that Ms. Marina d Planta b r-lctd as a mmbr of th Board of Dirctors until th nd of th nxt Gnl Sharholdrs Mting R-lction of Martin Kall as a mmbr of th Board of Dirctors Th Board of Dirctors proposs that Mr. Martin Kall b r-lctd as a mmbr of th Board of Dirctors until th nd of th nxt Gnl Sharholdrs Mting R-lction of Pirr Lamunièr as a mmbr of th Board of Dirctors Th Board of Dirctors proposs that Mr. Pirr Lamunièr b r-lctd as a mmbr of th Board of Dirctors until th nd of th nxt Gnl Sharholdrs Mting R-lction of Konstantin Richtr as a mmbr of th Board of Dirctors Th Board of Dirctors proposs that Mr. Konstantin Richtr b r-lctd as a mmbr of th Board of Dirctors until th nd of th nxt Gnl Sharholdrs Mting Nw lction to th Board of Dirctors Th Board of Dirctors proposs that Dr. Svrr Munck b lctd as a mmbr of th Board of Dirctors until th nd of th nxt Gnl Sharholdrs Mting.

5 B Prsonal information Dr. Svrr Munck (N/1953) has bn a mmbr of th Advisory Board for Mdia Tchnology and Innovation sinc Octobr From 1994 until 2013 h workd for th Norwgian mdia group Schibstd, intr alia as Had of Financ, Excutiv Vic Prsidnt of th Multimdia division and most rcntly as Had of Group Sttgy and Corpot Dvlopmnt and as th Had of th Intrnational Editorial division. Sinc 2013 Svrr Munck has bn an invstor and profssional board of dirctors mmbr, also srving as Chairman of th Board of Dirctors of Op Softwar ASA and of th Oslo Scinc Park. Svrr Munck studid conomics at Yal Univrsity and obtaind a PhD in 1983 from Stanford Univrsity Elctions to th Nomination and Compnsation Committ R-lction of Pitro Supino as a mmbr of th Nomination and Compnsation Committ Th Board of Dirctors proposs that Dr. Pitro Supino b r-lctd as a mmbr of th Nomination and Compnsation Committ until th nd of th nxt Gnl Sharholdrs Mting. It is intndd that Dr. Pitro Supino b nominatd as Chairman of th Nomination and Compnsation Committ R-lction of Martin Coninx as a mmbr of th Nomination and Compnsation Committ Th Board of Dirctors proposs that Mr. Martin Coninx b r-lctd as a mmbr of th Nomination and Compnsation Committ until th nd of th nxt Gnl Sharholdrs Mting R-lction Martin Kall as a mmbr of th Nomination and Compnsation Committ Th Board of Dirctors proposs that Mr. Martin Kall b r-lctd as a mmbr of th Nomination and Compnsation Committ until th nd of th nxt Gnl Sharholdrs Mting R-lction of th indpndnt rprsntation of voting rights R-lction of Gabrila Wyss as indpndnt rprsntativ of voting rights Th Board of Dirctors proposs that Dr. Gabrila Wyss, Wyss Häfli Rchtsanwält, Zurich, b r-lctd as indpndnt rprsntativ of voting rights until th nd of th nxt Gnl Sharholdrs Mting. B Prsonal information Dr. Gabrila Wyss is an attorny and has bn pctising at th law firm Wyss Häfli Rchtsanwält in Zurich sinc Nithr sh nor Wyss Häfli Rchtsanwält maintain any businss rlations with Tamdia Ltd R-lction of Martin Baslr as substitut of th indpndnt rprsntativ of voting rights Th Board of Dirctors proposs that Mr. Martin Baslr b r-lctd as substitut of th indpndnt rprsntativ of voting rights until th nd of th nxt Gnl Sharholdrs Mting. B Prsonal information Mr. Martin Baslr has bn an attorny sinc H is a Partnr of Baslr Brunnr Advokatur Notariat in Zofingn. Nithr h nor Baslr Brunnr Advokatur Notariat maintains any businss rlations with Tamdia Ltd R-lction of th auditors Th Board of Dirctors proposs th r-lction of PricwatrhousCooprs Ltd as th auditors for th 2018 financial yar. 5. Total rmuntion to th Board of Dirctors, th Advisory Board for Mdia Tchnology and Innovation and th Managmnt Board 5.1. Total rmuntion to th Board of Dirctors for th 2017 financial yar

6 Th Board of Dirctors proposs that th total rmuntion to th mmbrs of th Board of Dirctors for th 2017 financial yar in th amount of CHF 2,377,192 b approvd. B Commnts Th rmuntion to th mmbrs of th Board of Dirctors consists xclusivly of a fixd rmuntion also comprising pnsions and social bnfits. Dtails ar providd in th compnsation rport on pags 113 t sq. of th annual rport Total rmuntion to th Advisory Board for Mdia Tchnology and Innovation for th 2017 financial yar Th Board of Dirctors proposs that th total rmuntion to th mmbrs of th Advisory Board for Mdia Tchnology and Innovation for th 2017 financial yar in th amount of CHF 80,000 b approvd. B Commnts Th rmuntion to th mmbrs of th Advisory Board for Mdia Tchnology and Innovation consists xclusivly of a fixd rmuntion. Dtails ar providd in th compnsation rport on pags 113 t sq. of th annual rport Total fixd rmuntion to th Managmnt Board for th 2017 financial yar Th Board of Dirctors proposs that th total fixd rmuntion to th mmbrs of th Managmnt Board for th 2017 financial yar in th amount of CHF 4,852,788 b approvd. B Commnts In addition to th salaris, th total fixd rmuntion to th mmbrs of th Managmnt Board also compriss pnsions and social bnfits. Dtails ar providd in th compnsation rport on pags 113 t sq. of th annual rport Total variabl rmuntion to th Managmnt Board for th 2017 financial yar Th Board of Dirctors proposs that th total variabl rmuntion to th mmbrs of th Managmnt Board for th 2017 financial yar in th amount of CHF 4,735,080 b approvd. B Commnts Th variabl rmuntion to th mmbrs of th Managmnt Board consists of a prformanc-basd and/or profit-sharing componnt also comprising pnsions and social bnfits. Dtails ar providd in th compnsation rport on pags 113 t sq. of th annual rport. 6. Any othr businss For th Board of Dirctors Dr. Pitro Supino Chairman Enclosurs: Rturn nvlop Rgiation card with proxy form and option to ordr th Annual Rport 2017 Login information for lctronic gnt of voting rights

7 Organisational information Annual Rport and Auditors Rports Th annual rport, comprising th managmnt rport, th compnsation rport, th annual financial statmnts and th consolidatd financial statmnts for th priod nding Dcmbr 31, 2017 along with th rports by th xtrnal auditor will b availabl for consultation by sharholdrs at th rcption of our rgid offic (Tamdia Ltd, Wrdass 21, 8004 Zurich) from Tusday, 13 March 2018 and will b providd to sharholdrs upon rqust. Th full annual rport is also availabl on th wbsit of Tamdia Ltd for download at Admission Tickt, Voting Documnts and Rprsntation Sharholdrs ntrd in th shar rgi as bing ligibl to vot will rciv a rgiation card (with proxy form, s blow) togthr with th invitation to th Gnl Sharholdrs Mting. Plas snd back th rgiation card to us if possibl by Friday, 13 April This will facilitat th prpation of th Gnl Sharholdrs Mting. Th admission tickts and th voting documnts will b maild by th Computrshar Switzrland Ltd shar rgiy upon rcipt of th rgiation. Eligibility to attnd and vot at th Gnl Sharholdrs Mting Th sharholdrs ntrd in th shar rgi as bing ligibl to vot by Friday, 13 April 2018 ar ntitld to attnd th Gnl Sharholdrs Mting on Friday, 20 April Th shar rgi will b closd on Friday, 13 April 2018 at hours. Non-sharholdrs may attnd th Gnl Sharholdrs Mting if thy hav a visitor s card without voting rights. Prsonal attndanc at th Gnl Sharholdrs Mting To b admittd to th Gnl Sharholdrs Mting, th admission tickt, togthr with th voting cards or th visitor s card must b prsntd bfor hours. Th admission windows will opn at hours. Plas not that th admission tickt must not b spatd from th voting cards. Thy must b shown togthr at th admission window for validation. Early dpartur from th Gnl Sharholdrs Mting If you nd to lav th Gnl Sharholdrs Mting arly, w kindly ask you to prsnt your unusd voting dvic / matrial at th xit so that w may corrctly dtrmin th sharholdr prsnc. Rprsntation Sharholdrs may b rprsntd at th Gnl Sharholdrs Mting by thir lgal rprsntativ, a third party, who dos not nd to b a sharholdr, or by th indpndnt rprsntativ of voting rights, Dr. iur. Gabrila Wyss (Wyss Häfli Rchtsanwält, Frigutass 22, 8002 Zurich). Th indpndnt rprsntativ of voting rights will vot in accordanc with your inuctions. If no inuctions hav bn providd, sh will vot in favor of th Board of Dirctors proposals. If Dr. Wyss is unabl to attnd th Gnl Sharholdrs Mting, Mr. Martin Baslr (Baslr Brunnr Advokatur Notariat, Wihss 1, 4800 Zofingn) will act as hr substitut. Authorization may b gntd in writing using th proxy form on th rgiation card or th admission tickt, or lctronically in accordanc with th nclosd information and log-in dtails. If authorization is gntd, it is not possibl to prsonally xrcis th voting rights at th Gnl Sharholdrs Mting. Elctronic participation or any changs to lctronically providd inuctions ar accptd no latr than Thursday, 19 April 2018 at hours. For pctical sons, th sharholdr s basic dcision to participat lctronically can b changd on tim to slct prsonal attndanc or third-party attndanc by no latr than 4 days prior to th Gnl Sharholdrs Mting.

8 Additional information Plas not th -chang of location: du to th rnovationhttps://map.sarch.ch/lak-sid,zürich,bllriv.170?pos=68339 of th Kongrsshaus, th 2018 Gnl Sharlriv Druckvrsion sarch.ch holdrs Mting will b hld at th Lak Sid, Bllrivass 170, 8008 Zurich. You can ch th Lak Sid by public tnsportation as follows: tm lins 2 and 4 or th numbr 33 bus to th Fröhlichass stop, or th numbr 912 or 96 buss to th Chinagartn stop. Thr is also a public car park in front of th Bllriv. Lak170 Sid Cntl Kr aft a Bahnhofplatz. nk L IH sch nd s Bürkliplatz i N Kl ss t lds s f s rst s s S rst st iv llik Zo fou Du llr B ss ZÜRICH Fröhlichass SEE P Tamdia Lak Sid GV 2018 Zürichhorn s s st ach b i g H Kruzass qua SE EBECKE c ba os ss t hs Bllvu Uto B g tw S Do l Z ss lst Ta ss chr-st Waffnplatzass B ss rst d i ua -Q n a Gn l- Guis Alfrd-Es ass ss rst ck Sto ss Rä m Padplatz a ass r ld s 2 9 ist Sihlass LIMMAT P ss s rn Stauffachr Tamdia Wrdass 21 HB Bahnhof ass Ka ICH g ltw Z s as r ZÜR Lö w n Sta uff ach Manss ch L Mi ag lit rst är r st ass ss Bahnhof Tifnbrunnn