Additional information

Independent Auditor's Report

For the independent auditor's report we refer to page 154 in the Dutch version of the annual report 2016.

Provisions in the Articles of Association concerning the appropriation of profit

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

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

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

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

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

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

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

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

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

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

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

Key figures per year

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

Annual report 2016 of the Telegraaf Media Groep N.V. Share Administration Trust

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

The objects of the Stichting Administratiekantoor van aandelen Telegraaf Media Groep N.V. (Telegraaf Media Groep N.V. Share Administration Trust - hereinafter: the Trust) include issuing convertible bearer depositary receipts for shares in exchange for which the Trust acquires and administers ordinary shares in its own name. The Trust administers those ordinary shares and exercises the rights, including the voting rights, attaching to them.

In exercising the rights attaching to the shares, the Trust focuses primarily on the interests of the holders of depositary receipts with due consideration for the interests of TMG and its related businesses. The issue of depositary receipts for shares is a measure designed to prevent the absence of shareholders at a General Meeting of Shareholders leading to a minority of shareholders, by happenstance or otherwise, controlling the decision-making process of the meeting.

Shareholders are entitled to attend, speak and vote at general meetings of shareholders. Holders of depositary receipts are entitled to attend and speak at meetings. Holders of depositary receipts may obtain a voting proxy for the duration of a meeting from the Board of the Trust that entitles them to vote. Since TMG’s depositary receipts for shares can be converted without limitation, the issue of depositary receipts for shares does not constitute an anti-takeover measure for TMG.

In 2016, there was a net increase of 50,000 in the number of convertible depositary receipts for shares in TMG issued by the Trust to 29,537,785 (with a nominal value of €0.25 each) at 31 December 2016, corresponding to a nominal amount of €7,384,446.25. An equal number of shares was administered by the Trust against these depositary receipts.

Two meetings took place on 7 April 2016. The items discussed during the regular Board meeting (minutes available on the Trust’s website) included the Trust’s financial statements and report for the 2015 financial year and its financial position. TMG’s financial statements were extensively discussed with Mr L.N.J. Epskamp, CFO of TMG. The reappointment of Messrs Schneider (A member) and Ruijgrok (B member) and the agenda for the subsequent meeting of holders of depositary receipts and the General Meeting of Shareholders on 21 April 2016 were also discussed. Messrs Schneider (A member) and Ruijgrok (B member) were reappointed subject to the holders of depositary receipts not making a recommendation on these reappointments. In addition to Mr Epskamp, Mr G-J.E. van der Snoek, CEO of TMG, and Mr M.A.M. Boersma, Chairman of the Supervisory Board of TMG, were present for part of this meeting.

The Meeting of the Holders of Depositary Receipts for Shares took place subsequently in the afternoon of 7 April 2016 (minutes available on the Trust’s website). This year only one holder of depositary receipts for shares and a guest were present at this meeting.

Agenda items included a discussion of the minutes of the Meeting of Holders of Depositary Receipts for Shares held on 9 April 2015, a review of TMG’s General Meeting of Shareholders held on 23 April 2015, the activities of the Board during 2015, the reappointment of Messrs Schneider (A member) and Ruijgrok (B member) and preparations for TMG’s General Meeting of Shareholders on 21 April 2016. Since the holders of depositary receipts did not make a recommendation on the reappointments, the nominations of Messrs Schneider (A member) and Ruijgrok (B member) were ratified. The questions from the holder of depositary receipts and the questions of the Board to be raised in the shareholders’ meeting were discussed during the meeting. The questions related among other things to TMG’s strategy and financial performance, the transaction with Talpa and the dividend policy.

TMG’s annual General Meeting of Shareholders was held in Amsterdam on 21 April 2016 (www.tmg.nl). The Board issued voting proxies for the duration of the meeting to the holders of depositary receipts for shares present at the meeting. The Board represented over 18.92% of the votes during this meeting while the holders of depositary receipts for shares with proxies represented almost 45.44%. The Board voted in favour of the resolutions on the agenda subject to a vote, with the exception of Item 4a (Discharge of the members of the Executive Board for their management in 2015) on which it abstained.

The questions from Mr de Waard (chairman of the Board) during the General Meeting of Shareholders addressed TMG’s financial results, the transaction with Talpa and investor relations.

The Board’s second regular meeting was held on 7 October 2016 (minutes available on the Trust’s website). The agenda included discussion of TMG’s 2016 half year report (in the presence of the CFO of TMG, Mr L.N.J. Epskamp), the Trust’s financial position, the remuneration of the members of the Board and amendment of the Trust’s statutes and the trust conditions. In addition to Mr Epskamp, Mr G-J.E. van der Snoek, CEO of TMG, and Mr M.A.M. Boersma, Chairman of the Supervisory Board of TMG, were present for part of this meeting.

The annual remuneration, excluding VAT, of the Board members was raised in 2016 from €9,000 to €15,000 (exclusing VAT) for the Chairman and from €7,000 to €10,000 (excluding VAT) for the other board members, paid in arrears per calendar year. In addition to the remuneration of the Board, the annual cost of the Trust’s activities, including VAT, consisted primarily of expenses of €15,148 related to the stock exchange listing and general administrative expenses and the audit fee of €4,081. The Trust’s total expenses for 2016 were € 96,795 (2015: €64,927).

The Trust’s Board is independent as meant by Section 118a(3) of Book 2 of the Netherlands Civil Code and consists of the following members, who hold the following current and/or former positions:

Amsterdam, March 2017

Stichting Administratiekantoor van aandelen Telegraaf Media Groep N.V.

c/o Basisweg 30
1043 AP Amsterdam