An

nu

al R

epo

rt20

00

2

Managing Board

L.G. van Aken (1941)F. Th.J. Arp (1954)W.O. Kok (1961)J. Olde Kalter (1944)H. Schor (until 28 February 2001) (1940)A.J. Swartjes (1949)

3

CONTENTS

2 Managing Board4 Supervisory Board Members5 Report of the Supervisory Board to the shareholders7 Consolidated key figures8 Report for the year 2000 of Stichting Administratiekantoor van aandelen

N.V. Holdingmaatschappij De Telegraaf

Annual Report

9 The Company16 Amsterdam operations16 De Telegraaf19 BasisMedia20 De Telegraaf Tijdschriften Groep21 Miscellaneous24 Activities outside Amsterdam24 Hollandse Huis-aan-huisbladen Combinatie25 Hollandse Dagbladcombinatie25 Media Groep Limburg27 Biegelaar Groep28 Participating interests31 Prospects

Annual Accounts

32 Consolidated balance sheet33 Consolidated profit and loss account34 Principles of consolidation, valuation and determination of the result38 Notes to the consolidated balance sheet42 Notes to the consolidated profit and loss account45 Cash flow statement46 Information by business segments48 Balance sheet of N.V. Holdingmaatschappij De Telegraaf49 Profit and loss account of N.V. Holdingmaatschappij De Telegraaf50 Notes to the balance sheet and profit and loss account

Other information

54 Consolidated balance sheet in euros55 Consolidated profit and loss account in euros56 Publications and activities of the Telegraaf company59 Auditors’ report and dividend proposal60 Events after the balance sheet date61 Profit appropriation as provided for in the articles of association62 Special rights under the articles of association64 Key figures as at the balance sheet date in guilders66 Key figures as at the balance sheet date in euros

Supervisory Board Members

Age: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 years Nationality: . . . . . . . . . . . . . . . . . . . . . . . . . . . DutchPosition: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . director of N.V. Exploitatiemaatschappij Van PuijenbroekSupervisory Board memberships: . . . a few subsidiaries of N.V. Holdingmaatschappij De TelegraafInitial appointment: . . . . . . . . . . . . . . . . . 15 - 05 - 1975 Current term: . . . . . . . . . . . . . . . . . . . . . . . . 1999 - 2003

Age: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 yearsNationality: . . . . . . . . . . . . . . . . . . . . . . . . . . . Dutch Position: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . former member of the Managing Board of

N.V. Holdingmaatschappij De TelegraafSupervisory Board memberships: . . . a few subsidiaries of N.V. Holdingmaatschappij De Telegraaf Initial appointment: . . . . . . . . . . . . . . . . . 15 - 06 - 1994Current term: . . . . . . . . . . . . . . . . . . . . . . . . 1998 - 2002

Age: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63 years Nationality: . . . . . . . . . . . . . . . . . . . . . . . . . . . Dutch Position: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 - 06 - 1992 Current term: . . . . . . . . . . . . . . . . . . . . . . . . . 1998 - 2002

Age: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68 yearsNationality: . . . . . . . . . . . . . . . . . . . . . . . . . . . Dutch Supervisory Board memberships: . . . ABN Amro Holding N.V., Bavaria N.V., PontEcen N.V. Initial appointment: . . . . . . . . . . . . . . . . . . 05 - 06 - 1996Current term: . . . . . . . . . . . . . . . . . . . . . . . . . 2000 - 2004

Age: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 years Nationality: . . . . . . . . . . . . . . . . . . . . . . . . . . . DutchPosition: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . chairman of CTZ (College Toezicht Zorgverzekeringen)

as of 01-04-2001, professor Erasmus Universiteit RotterdamSupervisory Board memberships: . . . Batenburg Beheer N.V., Instituut voor Onderzoek

van Overheidsuitgaven (IOO B.V.)Initial appointment: . . . . . . . . . . . . . . . . . . 04 - 06 - 1997Current term: . . . . . . . . . . . . . . . . . . . . . . . . . 1997 - 2001

Age: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 yearsNationality: . . . . . . . . . . . . . . . . . . . . . . . . . . . Dutch Position: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . general director of Informix Software B.V. Initial appointment: . . . . . . . . . . . . . . . . . . 26 - 06 - 1980 Current term: . . . . . . . . . . . . . . . . . . . . . . . . . 2000 - 2004

4

A.J. van Puijenbroek, chairman

W.H. Charles, vice-chairman

J.A. Brewer-de Koster, secretary

W. Overmars

W. van Voorden

H.L. Weenen

5

Report of the Supervisory Board to the shareholders

We are pleased to present you with the report, the balance sheet as at 31 December 2000, andthe profit and loss account for 2000 with the notes thereto, as drawn up by the Managing Board.

The annual accounts have been audited and approved by Deloitte & Touche Accountants, Leiden,as shown by the auditors’ report included in this report.

The annual accounts were reviewed with the auditor at the yearly meeting between the auditorand the Supervisory Board. They were subsequently adopted by the Board.

In accordance with the proposal, Mr H.L. Weenen and Mr W. Overmars were reappointed to theSupervisory Board with the approval of the General Meeting of Shareholders of 25 May 2000.We intend to reappoint Mr W. van Voorden to the Supervisory Board if the General Meeting ofShareholders does not object to the proposed appointment and if the General Meeting does notnominate anyone else for a position on the Supervisory Board. The Works Councils of our company have given a positive advice in respect of the proposed reappointment.

During the past year, the Supervisory Board met ten times with the Managing Board and focusedits attention on personnel and organisation, strategy, business risks, as well as the developmentof new activities and financial affairs. Two meetings have taken place at subsidiaries outside Amsterdam. Much attention was given to acquisitions, including the takeover of Uitgeversmaat-schappij De Limburger, to participating interests in companies which exploit ’woonkrant.nl’,’zoomnet.nl’ and ’reiskrant.nl’, to the introduction of the free newspaper ’Newsl.nl’, ’Regio-i’ andinvestments at subsidiaries.

During a single meeting not attended by the Managing Board, the Supervisory Board discussedits own performance, its relations with the Managing Board and the Managing Board’s compositionand performance.

During the year under review, members of the Supervisory Board attended a few consultativemeetings of the Works Council of the Amsterdam businesses.

We would like to express our appreciation to the Managing Board and the staff for the way inwhich they performed their tasks in 2000.

We recommend:

That the annual accounts for 2000 be approved in accordance with the documents presented toyou, to discharge both the Managing Board for the policy pursued and the Supervisory Board forthe supervision.That the dividend per share of NLG 0.50 par value for the financial year 2000 be fixed at NLG 0.84 in cash (1999: NLG 0.98 in cash per share of NLG 0.50 par value).That the dividend be made payable on 14 May 2001 at ABN Amro Bank N.V., Amsterdam.

On behalf of the Supervisory BoardA.J. van Puijenbroek

Amsterdam, 20 March 2001.

7

N.V. HOLDINGMAATSCHAPPIJ DE TELEGRAAF (consolidated key figures)In thousands of guilders, unless otherwise stated.

Net turnover

Operating profit before depreciation of goodwill

Operating profit after depreciation of goodwill

Financial revenue and charges

Pre-tax result from ordinary trading

Company tax on result from ordinary trading

Extraordinary result after tax

Result after tax

Profit appropriation:

Other reserves

Profit distribution

Pay-out ratio

Cash flow

Per share of NLG 0.50:

Profit

Cash flow

Dividend

Number of employees at year-end

1999

1,589,614

228,088

195,261

24,508

219,769

76,960

– 22

142,787

91,338

51,449

36.0%

266,204

NLG 2.72

NLG 5.07

NLG 0.98

5,337

2000

1,787,533

223,376

177,110

– 2,021

175,089

68,111

– 203

106,775

62,676

44,099

41.3%

250,940

NLG 2.03

NLG 4.78

NLG 0.84

6,070

8

Report for the year 2000of Stichting Administratiekantoor van aandelen N.V. Holdingmaatschappij De Telegraaf

In the year 2000, the total number of convertible depositary receipts in N.V. HoldingmaatschappijDe Telegraaf issued by our foundation increased by 343,356 to 24,507,662 (of NLG 0.50 par value)as at 31 December 2000, and representing a nominal amount of NLG 12,253,831. These depositary receipts were matched by an equal number of shares held at the trust office.At the Board Meeting of 2 May 2000, Mr A Harms and Mr G.A. van Hasselt were reappointed asBoard Member A. Also is discussed filling in the vacancy of Mr G.A. van Hasselt in April 2001 inconnection with reaching the age limit laid down in the Articles of Association.The General Meeting of Shareholders of N.V. Holdingmaatschappij De Telegraaf was held in Amsterdam on 25 May 2000. Our foundation, represented by its Chairman Mr G.A. van Hasselt,cast its vote in respect of the recommendations made by the Supervisory Board to adopt the balance sheet as at 31 December 1999, the 1999 profit and loss account and the profit appropriation.Our foundation supported the proposal to authorise the Managing Board to repurchase sharesand to reappoint Mr A.J. van Puijenbroek to the Supervisory Board in accordance with the Board’s recommendation. Our foundation also supported the reappointment of Deloitte & Toucheas auditors of N.V. Holdingmaatschappij De Telegraaf and the foundation supported the increaseof payment of the Supervisory Board of N.V. Holdingmaatschappij De Telegraaf.

Stichting Adminstratiekantoor van aandelenN.V. Holdingmaatschappij De TelegraafG.A. van Hasselt, ChairmanMrs J.A. Brewer-de Koster, SecretaryJ.S. DienskeA. HarmsE.H. van Puijenbroek

Amsterdam, March 2001.

Declaration of independence

The Managing Board of N.V. Holdingmaatschappij De Telegraaf and the Board of Stichting Administratiekantoor van aandelen N.V. Holdingmaatschappij De Telegraaf hereby declare that,in their joint opinion, the requirements in respect of the independence of the Board of StichtingAdministratiekantoor van aandelen N.V. Holdingmaatschappij De Telegraaf, set out in Annex Xto the Listing and Issuing Rules of Amsterdam Exchanges N.V., Amsterdam, have been fully satisfied.

Managing Board of N.V. Holdingmaatschappij De Telegraaf

Board of Stichting Administratiekantoor van aandelen N.V. Holdingmaatschappij De Telegraaf

Amsterdam, March 2001.

9

ANNUAL REPORT 2000

THE COMPANY

In 2000, the company made a net profit of NLG 106.8 million compared to NLG 142.8 millionfor 1999. The net profit for 1998 amounted to NLG 145.2 million. The net profit realised for thefirst six months of 2000 was approximately NLG 15 million lower than the figure recorded forthe corresponding period in 1999.

The pre-tax profit on ordinary activities fell by nearly NLG 45 million from NLG 219.8 millionfor 1999 to NLG 175.1 million for 2000. The main contributing factors included the costs of thecompany-wide Internet activities, which rose by over NLG 52 million to approximately NLG 60 million. This includes the initial losses relating to the joint ventures entered into duringthe year 2000 in the areas of property and staff advertising. All costs relating to these activitieshave been charged directly to the result.Also, an amount of over NLG 2 million was charged to the result for 2000 in connection with theinitial costs involved in combining and optimising the whole spectrum of logistic activities.

Furthermore, the purchase of shares in Uitgeversmaatschappij De Limburger B.V. (UDL), the resultof which was not included in the consolidation until after the Netherlands Competition Authority(NMa) had granted their permission (mid-May 2000), had a negative impact on the result. The result less amortisation of goodwill (over a twenty-year term) for the period from 22 May to31 December 2000 and less the interest on the purchase sum for the whole of 2000, amounted

to just over NLG 10 million negative. The company isexpected to make a positive contribution to the net profitfrom 2001 on.These negative influences were counterbalanced by higher advertising income, particularly at B.V. DagbladDe Telegraaf and the decrease by some NLG 6 million inthe allocation made to the provision for differentiationin contributions and market forces act (’Wet PEMBA’).

Earnings before interest, taxation and depreciation(EBITDA) fell from NLG 328.6 million in 1999 to NLG 310.5 million in 2000. The cash flow declinedfrom NLG 266.2 million in 1999 to NLG 250.9 millionin 2000.Operating profit after amortisation of goodwill decreasedfrom NLG 195.3 million in 1999 to NLG 177.1 millionin 2000.Depreciation of tangible fixed assets for 2000 increasedby NLG 7.3 million to NLG 97.9 million after the invest-ments in Alkmaar and Heerlen were commissioned.Amortisation of intangible fixed assets rose from NLG 32.8 million in 1999 to NLG 46.3 million in 2000,mainly as a result of the amortisation of goodwill relatingto the acquisition of UDL.

Contributions to the 2000 group result varied from division to division. Daily newspaper ’De Telegraaf ’ was again the main profit centre. Hollandse Huis-aan-huisbladen Combinatie B.V.(HHC) realised a significantly higher result owing in particular to a sharp rise in advertisingturnover. De Telegraaf Tijdschriften Groep B.V. (TTG) contributed less due to the initial costs ofnew titles published in Sweden and in the Netherlands. The result of Biegelaar Groep B.V. laggedbehind the 1999 figure due to growing internal interest charges relating to investments in new

Turnover (NLG 1.788 billion)

Advertising

Subscriptions+Single-copy sales

Third-party printing

Other turnover

Goods, services and value added

Goods and services

Value added

Company tax

Net profit

Depreciation+miscellaneous

Personnel costs

54%

13%

48%

8%

34%6%

4%

30%

3%

10

construction and presses. The result of Hollandse Dagbladcombinatie B.V. (HDC), too, declined,particularly as a result of lower (intercompany) printing rates and the transfer of prepress activitiesto HHC, plus the formation of a provision for reorganisation in connection with the establishmentof Uitgeverij HDC-Zuid.

The 1999 cash dividend and the 2000 preference dividend receivable from Wegener N.V., as wellas the share in the result of the participating interests engaged in Internet and audiovisual operations, are shown under income from participating interests. Interest income was NLG 8.7 millionlower than last year, due to, inter alia, the acquisition of UDL and the increase in the participatinginterest held in Wegener N.V. with NLG 60 million worth of depositary receipts for ordinary sharesand NLG 40 million worth of depositary receipts for cumulative preference shares. The averageinterest rate was higher.

The tax burden increased as a result of the higher amortisation of non-tax deductible goodwilland participating income to which the substantial holding exemption applies.

The profit on ordinary activities after taxation decreased by 25.1% from NLG 142.8 million in1999 to NLG 107.0 million in 2000.

After allowing for extraordinary items, the net profit decreased by 25.2% from NLG 142.8 millionin 1999 to NLG 106.8 million in 2000. Net earnings per share of NLG 0.50 par value decreasedfrom NLG 2.72 in 1999 to NLG 2.03 in 2000.

Page 46 gives a further explanation of the result, broken down by core activity (segment information).

Company strategy

The Telegraaf company aims to gather, order, edit, distribute and sell information. Accordingly,the group’s core activities involve the publication (in both printed and electronic form) of nationaland regional newspapers, door-to-door papers, magazines, participation in commercial radioand television and the provision of services in the area of printed and electronic communication

to third parties.The company’s strategy will focus on the furthergrowth of all core activities - both at home and abroad -except for printing services. The position in the latterindustry is being consolidated while possible collabo-ration with another major printing company operatingin Europe is being studied.

Dividend policy

The dividend policy is aimed at payment in cash ofapproximately 35% of the profit available for distribution. In determining the dividend, account istaken, if possible, of the effects of the tax on the imputed return on investment, which was introducedon 1 January 2001. A temporary overrun of the above-mentioned pay-out ratio is acceptable in the event ofa temporary drop in the profit level.

Operating profit after depreciation goodwillin millions of guilders

1991 1992 1993 1994 1995 1996 1997 1998 1999 2000

83.8 81.7 97.0 123.8 135.4 143.4 173.3 195.1 195.3 177.1

11

Increase in scale

In 2000, the group’s core activities were further reinforced:

The takeover of UDL, already announced in the 1999 annual report, was effected in mid-May2000 following a lengthy assessment by the NMa. The result has been included in the consolidationas from 22 May.

After the successful start of the ’Sp!ts’ morning newspaper, a second free tabloid was introducedin August: ’News.nl’. This paper is distributed at offices, stations and other public transport facilitiesin the urban western part of the Netherlands.

Existing Internet activities, including ’De Telegraaf-i’, were further expanded with the introductionof new sites, including ’DFT.nl’: De Financiële Telegraaf on the Internet.

In addition, the group participated in several new Internetactivities in the area of the housing market (’woonkrant.nl’),job placement (’zoomnet.nl’), the car market (’autobytel.nl’)and the travel market (’reiskrant.nl’).In the second half-year, the regional newspapers within thegroup, together with the Noordelijke Dagblad CombinatieHolding B.V., started to build their own Internet site. Collaboration (Regio-i) between these regional publishersis expected to be intensified even further in 2001.

In the autumn of 2000, TTG launched the ‘For Him Magazine’(FHM), a men’s magazine.TTG Sverige AB, a TTG subsidiary operating in Sweden,introduced ’Residence’ in that country. Furthermore, the licence was acquired for the publication of ‘Cosmopolitan’ inSweden. The first issue of this title came out in February 2001.

Shareholders’ equity

Shareholders’ equity increased by NLG 62.9 million from NLG 1,039.1 million as at 31 December 1999to NLG 1,102.0 million as at 31 December 2000. This increase resulted from the addition to theother reserves as proposed in the 2000 profit appropriation.

Shareholders’ equity per share of NLG 0.50 par value rose from NLG 19.79 at year-end 1999 toNLG 20.99 at year-end 2000.

The share capital remained unchanged and consists of 52,499,200 ordinary shares and 960 priorityshares of NLG 0.50 par value. As at 31 December 2000, 24,507,662 shares, representing 46.7%of the ordinary shares, were converted into depositary receipts. At the end of 1999, 46.0% of theshare capital was converted into depositary receipts.

Dividend proposal

We propose to declare a dividend for 2000 of NLG 0.84 per share of NLG 0.50 par value, represen-ting a pay-out ratio of 41.3%. The 1999 dividend amounted to NLG 0.98 per share of NLG 0.50

Movements in pay-out ratio index,net profit and dividend

Dividend Net profit Pay-out ratio

1991 1992 1993 1994 1995 1996 1997 1998 1999 2000

Index1991=100

171

147

117

12

par value, representing a pay-out ratio of 36.0%. Once the result recovers, the company will returnto the target pay-out ratio of 35%.

Investments

At Rotatiedrukkerij Voorburgwal B.V. in Amsterdam, a start was made in 2000 with alterationsto the building in connection with the addition of a tenth press and the extension of all nineexisting presses with two four-colour printing units, among other things. This project is expectedto be completed in the second half of 2002. At Limburgs Dagblad at Heerlen the extension withtwo printing units was realised in 2000. Extension of the press capacity at Alkmaar was alsocompleted in 2000. All in all, these investments required an outlay of NLG 175 million.

In 1999, Biegelaar Groep made a start with the renewal of a rotogravure press, peripherals and finishing equipment, as well as improvement of therouting and infrastructure. Scheduled for completion in mid-2001, this projectrequires an investment of over NLG 100 million.Furthermore, at year-end 2000, land was bought atZoetermeer with a view to building new accom-modation for Nederlands Drukkerij Bedrijf B.V. Thispurchase required an outlay of over NLG 7 million.

Commitments

In 2000, capital expenditure commitments invol-ving tangible fixed assets totalled NLG 157 million(exclusive of VAT). Of this amount, NLG 94 millionwill be due and payable in 2001 and following years. In 2000, payments in respect of commitmentsentered into in 2000 and previous years amountedto NLG 189 million (exclusive of VAT).

Turnover

Consolidated group turnover rose by 12.5% from NLG 1,589.6 million in 1999 to NLG 1,787.5 million in 2000, including NLG 108.4 million in turnover relating to UDL. The auto-nomous rise in turnover was 5.6%.

Of the rise in turnover, NLG 135.2 million related to advertising income and NLG 45.8 millionto circulation income. Other income, including third-party distribution and book publishing, increased by NLG 1.3 million. Turnover contributed by third-party printing rose by NLG 17.3 million. The other turnover declined by NLG 1.7 million compared to 1999.

Of total 2000 group turnover, NLG 961.5 million (54%) related to advertising income and NLG 538.6 million (30%) to circulation income. Third-party printing contributed NLG 229.1 million(13%), of which NLG 171.4 million not newspaper related, and other income added NLG 58.3 million (3%).

Movements in capital expenditure in relation to the cash flowin millions of guilders

Cash flow Depreciation Net profit Capital expenditure

1996 1997 1998 1999 2000

132 98 129 216 157

85

118

125114

191

145 143

1079891

238

106

263 266251

13

In 1999 the corresponding figures were NLG 826.3 million (52%), NLG 488.8 million (31%),NLG 212.7 million (13%) and NLG 61.8 million (4%), respectively.

Turnover broken down by segment: (X NLG 1 million)

2000 1999

PublishersDaily newspapers 1,273.2 (71%) 1,122.4 (71%)Door-to-door papers 202.6 (11%) 161.6 (10%)Magazines 132.1 (7%) 138.0 (9%)Printing products (not newspaper-related) 171.4 (10%) 165.4 (10%)Other activities 8.2 (1%) 2.2 —.—

1,787.5 (100%) 1,589.6 (100%)

In the publishers segment, newspaper and door-to-door turnover figures rose by 13.4% and 25.4%,respectively. Magazine turnover declined by 4.3%. Turnover in the printing products segment increased by 3.6%.

In 2000, 2.6% of group turnover related to exports to EU States. In 1999, this figure stood at 2.5%.In 2000, the group also exported products worth NLG 6.7 million to other European States ascompared to NLG 6.0 million in 1999.

The average turnover per employee increased by 1.8%, from NLG 339,200 in 1999 to NLG 345,300in 2000.

Movements in turnover, average amount of FTEs and average turnover per employee during thelast five years were as follows:

2000 1999 1998 1997 1996

Group turnover (x NLG 1 million) 1,788 1,590 1,520 1,358 1,283Average FTEs 5,177 4,686 4,568 4,350 4,129Average turnover per employee (x NLG 1,000) 345 339 333 312 311

Added value

Movements in the group’s total added value and the average added value per employee duringthe last five years were as follows:

2000 1999 1998 1997 1996

Added value (x NLG 1 million) 925 854 819 749 665Per employee (x NLG 1,000) 179 182 179 172 161

Personnel and organisation

Employment

In 2000, the number of employees, translated into man/woman years, averaged 5,177. In 1999,the corresponding figure was 4,686 man/woman years. Other contributing factors besides the UDLtakeover-related inflow of personnel were developments in the area of the Internet, InformationTechnology activities connected with these developments, and the new ’News.nl’ and ’FHM’ publications.

As at 31 December 2000, the number of employees amounted to 6,070, of whom 32 were stationed abroad. Translated into full-time equivalents, group employment amounted to 5,457 man/woman years.

Collective Labour Agreements

On 1 February 2000, a new ’Grafimedia’ Collective Labour Agreement was concluded for a termending on 1 February 2002. The agreement provided for a pay rise of 3% on 1 February 2000,1% on 1 December 2000, 2% on 1 February 2001 and 2% on 1 October 2001. The Collective Labour Agreement for newspaper journalists provided for a 3.5% pay rise with effect from 1 January 2000 and a pay rise of 3.7% on 1 January 2001. The Collective Labour Agreement fordoor-to-door paper journalists provided for a 3.75% pay rise with effect from 1 January 2000and a pay rise of 4% on 1 July 2001. Newspaper journalists in permanent employment will receivean allowance of 0.5% of twelve times their December pay for the generic re-use of copy.

In 2000, within the framework of the differentiation in contributions and market forces act (’Wet PEMBA’), it was again decided to stay in the legal invalidity group insurance scheme. Thequestion will be weighed again in 2001. A provision has partly been formed to provide for theconsequences if the company were to step out of the group insurance scheme. No further allocationwas made to this provision in 2000.

Euro

On pages 54 and 55 of this report the consolidated balance sheet and profit and loss accounthave been translated into euros. The rounding off of the nominal value of group shares to 0.23 has created a negative euro reserve. Pages 66 and 67 also show the translation of the ten-year key figures into euros.In line with the recommendation made by CEBUCO (central marketing organisation of the news-papers), integral introduction of the euro in the publishers’ business management will not takeplace until 1 January 2002.

15

AMSTERDAM OPERATIONS

Dagblad De Telegraaf

Circulation

In the year 2000, average circulation remained unchanged from last year’s figure of 808,300.These figures, certified by ’Het Oplage Instituut’ (The Circulation Institute, HOI), relate to theaverage figure recorded for the fourth quarter of 1999 and the first three quarters of 2000.The above-mentioned circulation figure is the balance of the growth in the number of subscriptionsand single-copy sales abroad. Single-copy sales at home lagged behind, a trend that has persistedduring the last few years. Total circulation as at 31 December 2000 was marginally below the levelrecorded on 31 December 1999.Total combined circulation of the Dutch newspapers fell by 0.9% in the period from 1 October

1999 to 30 September 2000. Total average circulation amounted to 4,442,522, or 40,236fewer than for the corresponding year-earlier figure. The circulation figures of the free ’Sp!ts’and ’Metro’ newspapers, introduced in 1999,have not been included in this measurement.

Including the regional newspapers published bythe group’s subsidiaries and partly owing to theacquisition of UDL, the group’s market share intotal circulation in the Netherlands rose from26.1% at year-end 1999 to 30.3% at year-end2000.

As regards pricing policy, the ban on horizontalprice-fixing already came into effect on 1 July1999. ’Dagblad De Telegraaf ’ implemented witheffect from 1 February 2001 an average pricerise of approximately 5% for subscriptions andjust over 5% for single copies on weekdays and8% on Saturdays.

Advertisements

Advertising turnover of daily newspaper ’De Telegraaf’ rose by 8.5% compared to the year-earlierfigure, totalling NLG 514.3 million, with the advertising volume increasing by 1% compared to1999. A 4.7% increase realised by the category of national brands and services was offset by a1.8% decline at regional brands and services.In 2000, the number of staff advertisements rose by 1.4% compared to a 2% decrease in 1999.The volume of classified ’Speurder’ pages decreased by 2.7%. The decline of classified ad pagesat all national newspapers combined was 1.6%. The number of classified ’Speurder’ ads decreasedby 6.4% to 799,389. The average size of the ’Speurder’ ads, on the other hand, showed a 1.2%increase in 2000. Classified ’Speurder’ ad turnover was up by 2.3% owing to higher rates.

In 2000, the combined advertising volume of the national newspapers increased by 1.9% owingto growth in the advertisement categories of national brands and services and staff.The combined advertising volume of all newspapers, national and regional, increased by 1.3%.

16

Movements in paid circulation De Telegraafthrough 1997 inclusive De Courant Nieuws van de Dag

Subscriptions+single-copy sales Subscriptions

1980 1982 1984 1986 1988 1990 1992 1994 1996 1998 2000

900,000

800,000

700,000

600,000

500,000

400,000

300,000

200,000

100,000

0

Total copies

Pursuant to the ban on horizontal price-fixing imposedby the Minister for Economic Affairs, newspaper publishers set their price increases individually with effectfrom 1 January 2000. Daily newspaper ’De Telegraaf ’implemented an average price rise of 4.7% with effectfrom 1 January 2000 and 4.9% with effect from 1 January 2001 for weekday editions and 7.5% for theSaturday edition.

Editorial developments

Editorially, the year 2000 was marked by several majorevents. The explosion of the fireworks storage facility atEnschede was a dramatic event that shocked the nation.The editorial board decided to take a unique step: tohave the whole front page taken up by one photographbearing the terse caption: ’How could this happen?’

Two major sports events - the European football championship (partly organised in the Netherlands), andthe Olympic Games in Sydney - received major editorial

coverage. Partly owing to the strong performance of the Dutch football team and Olympic team,the editors were able to produce many speech-making newspaper issues.

The legal wrangle about the weekly publication of radio and TV listings went on throughout theyear under review. NOS and HMG appealed NMa’s decision, pronounced on 16 February 2000,that NOS and HMG must supply the listings to De Telegraaf. On 22 June 2000, the court ruledthat NMa’s decision of 16 February 2000 was to be suspended pending the decision on the appeal.Besides the procedure for obtaining the rights of publication of radio and TV listings, De Telegraafappealed the summary proceedings of 5 January 1999 concerning the genre listings. After manystays of proceedings the court passed judgment on 30 January 2001, quashing the earlier courtdecision. With this judgment we are trying to get the NMa procedure going again.Notwithstanding these judgments, the broadcasting stations are still blocking further progress byjudicial action. As long as this resistance persists, the planned start of ’TV Week’ cannot take place.

There is growing interaction between the editorial board of the printed newspaper and editorsresponsible for the various publications on the Internet. A case in point is the series of articlesthat appeared in ’De Financiële Telegraaf ’ about the new tax system. The same stories, but withinteractive services, can be found on the site of ’De Telegraaf-i’.

De Telegraaf on-line

Within B.V. Dagblad De Telegraaf, ’De Telegraaf Elektronische Media’ (TEM) is engaged in thedevelopment and operation of on-line activities of ’De Telegraaf-i’. The year 2000 was a turbulentInternet year. In the course of the year, sentiment concerning dotcom businesses underwent amarked change. More and more stand-alone dotcom firms are forced to close the books as profitfails to materialise and financial resources dry up. This shake-out will undoubtedly imbue themarket with a greater sense of realism, leading it to conclude that, on the one hand, on-line freeservices, too, have certain limitations, while, on the other, businesses that can also provide con-tent are better placed to realise a positive future return.

17

Advertising turnover companyin millions of guilders

Newspapers Door-to-door papers Magazines

1996 1997 1998 1999 2000

624 688 767 826 961

40 ––

119 ––

465 ––

––42

––171

––748

In 2000, the company focussed much attention on the long-term business plan for Internet activi-ties and the most effective type of organisation. Accordingly, next to the director managing the paperproduct, the company appointed a director with specific responsibility for the on-line activities.

The year was dominated by the extension of existing sites in both a commercial and an organi-sational respect. Three new products were added to the existing sites: ’vertel.nl’ (March), ’DFT.nl’(May) and ’Speurders.nl’ (September).’Vertel.nl’ is a site where consumers can respond interactivelyto, amongst other things, the content of the newspaper. ’DFT.nl’ is a site with financial news builtentirely in-house in close collaboration with the editorial board and under the responsibility ofthe chief editors. ’DFT.nl’ immediately realised good results owing to the relatively high numberof page views and corresponding advertising rates.’Speurders.nl’ is as yet an on-line presentation of all ’Speurder’ ads appearing in the printed news-paper, generating in particular added value for the ’printed ’Speurder’ ads’.

As regards the already existing ’veilinghal.nl’ and ’elcheapo.nl’ sites, these will henceforth becombined with ’siteshopper.nl’ to form one e-commerce cluster with a modest, yet steadily growingturnover. The car site already underwent a relaunch under the name of ’autotelegraaf.nl’. Theinitial steps towards paid on-line ’Speurder’ ads are promising. Car market sales development isa spearhead project aimed at realising deeper market penetration.

As well as the TEM-developed sites, two Internet joint ventures were set up in 2000: ’woonkrant.nl’ with on-line property supply and many related areas, and the vacancy site of’zoomnet.nl’. A third joint venture is ’reiskrant.nl’ in which the travel content of ’Reiskrant’ iscombined with the possibility of ticket sale. This site will become operational in 2001.The 37.5% interest in Autobytel Nederland v.o.f. was already acquired in 1999. The site becameoperational on 31 January 2001. This participating interest is not expected to make a positivecontribution to the result until a few years from now. Achmea Deelnemingen B.V.’s recent accession to the joint venture confirms our confidence in this product.

In the course of 2000, the initiative was taken to build a new home page for ’De Telegraaf-i’, whichwas launched at the beginning of 2001. The site provides a mix of content taken from daily news-paper ‘De Telegraaf ’, topical information of subsites and highlights from commercial sites. Theresult is a dynamic topical news site of constantly varying composition and accessible 24 hoursa day, seven days a week, which will point visitors the way to our commercial activities. The average number of page views increased by 65% comparing to 1999.

TEM’s permanent staff increased from 18 FTEs at year-end 1999 to 45 FTEs at year-end 2000.The number of hired staff rose to 39 FTEs; in addition, at year-end 2000, ’De Telegraaf-i’ employeda total of 33 editors as compared to 20 at year-end 1999.

The (initial) costs of the activities of both TEM and the above-mentioned joint ventures werewholly charged to the result for 2000 and amounted to approximately NLG 54 million (1999:approximately NLG 5 million). Turnover, chiefly relating to the sale of buttons and banners, increased by approximately 50% to over NLG 3.7 million.

The year 2001 is intended to be a year of stabilisation. The group’s policy will be focussed moreon reinforcement of the present organisation and making existing products more profitable (nowor in the future) rather than on adding new activities. Also, the interaction between print, on-lineand mobile will be optimised. A break-even situation is not expected before 2003.Of course, developments and sentiment concerning the Internet will be tracked very closely andcritically in view of actual expenditure.

18

BasisMedia

Published five times a week, total circulation of ’Sp!ts’, the free newspaper targeting commuterstravelling by public transport, rose from 250,000 distributed copies a day at year-end 1999 toover 300,000 copies a day at year-end 2000. Partly due to this increased circulation, ’Sp!ts’ isnow printed at two locations. ’Sp!ts’ has developed beyond expectations; while sustaining an initialloss for the whole of 2000, already a few periods were closed with a positive result in the secondhalf of 2000, just barely a year after the newspaper was launched. This makes ’Sp!ts’ an importantplayer in the market and - in terms of reach - the third largest newspaper in the Netherlands.The publication is expected to make a contribution to the 2001 profit.

Besides ’Sp!ts’, BasisMedia B.V. also launched a third free tabloid in the Netherlands under thename of ’News.nl’ on 28 August 2000. This afternoon paper, which has a total circulation of 100,000,is distributed throughout the western urban part of the Netherlands and will take some time toprove its worth. At the beginning of 2001 it was decided to outsource the printing order becausethe equipment does not lend itself very well to printing and stapling tabloid-size newspapers.

The positive trend in advertising turnover persisted throughout 2000. With ’Sp!ts’ and the intro-duction of ’News.nl’, BasisMedia was able to extend its market share.Partly owing to a greater reach, the advertising rates of ’Sp!ts’ were increased by 30% with effectfrom 1 January 2001.

Most of the staff handing out copies operate through our own logistic system. Total circulationof ’Sp!ts’ stands to increase even further in the year ahead. Agreements have been made (or arebeing made) with various enterprises that should result in a higher reach of commuters duringthe morning rush hour, while ’News.nl’ is also distributed in office areas during the afternoon.

On 13 October 1999, BasisMedia B.V. lodged a complaint at NMa against Netherlands Railways(NS) and Metro Holland B.V. in connection with exclusive contracts giving Metro Holland B.V.the sole right to distribute its publication ’Metro’ in NS railway stations, a practice restricting freecompetition. In addition, BasisMedia B.V. has brought a complaint against NS concerning the abuseof its position of economic power because NS is denying ’Sp!ts’ access to the NS railway stations.

On 11 August 2000, NMa rejected BasisMedia B.V.’s demand. BasisMedia B.V. subsequently submitted a notice of objection to the decision.

In December 2000, the group announced its intention to acquire a 60% stake in Stockholm News AB,a Swedish enterprise which, at the time, had distributed a free afternoon paper of the same nameamong commuters in Stockholm for a few weeks. Mainly on account of a lack of clear develop-ments in the period between the investment decision and the time of implementation, as well asthe required investment, which was higher than originally expected, it was decided to abort thisintended acquisition. Our share in the liquidation costs was charged to the result for 2000.

De Telegraaf Tijdschriften Groep

Not taking into account the initial losses incurred by new titles, profit of De Telegraaf TijdschriftenGroep B.V. (TTG) is virtually at a par with the corresponding 1999 figure.

19

TTG Nederland

In 2000, several organisational changes were implemented within TTG. The fairly diverse packageof titles was broken up into clusters, each with a clear target group, focus, synergy and goal.The TTG Internet activities were further developed under the direction of a specific Internet publisher, in collaboration, of course, with ‘De Telegraaf Elektronische Media’.

Except for ’Personal Finance’, ’Buitengewoon’ and ’FHM’, all TTG titles contributed to the resultfor 2000. The ’Personal Finance’ title was discontinued in mid-2000 on account of a persistentlypoor financial result without prospects of recovery and in view of the small share in the shrinkingmarket of financial magazines. Since the introduction of ’Buitengewoon’ in 1997, this magazinefailed to make a single positive contribution. ’Buitengewoon’ was unable to gain a strong positionon the Dutch garden magazine market.

The group signed a licence agreement with British publisher Emap concerning publication of’FHM’, which was introduced on the Dutch market in October 2000. ’FHM’ was the third intro-duction in the Netherlands in the so-called ’lads magazines’ segment, after ’ZSM’ (published byVNU) and ’Maxim’ (licence of Dennis Publishing). The introduction of ’FHM’ was successful, withthe magazine gaining a clear leader position in this market after only three issues.The ’fhm.nl’ Internet site was introduced simultaneously and, after its launch, attracted an averageof over 250,000 page views per month during the final quarter of 2000.

’Privé’ was again market leader in the gossip magazine sector, which came under further pressurein 2000. A few editorial changes were implemented and a new approach of the circulation andadvertising markets was opted for. All changes are aimed at capturing a larger market share witha better product and a stronger brand. The ‘Privé’ Internet site drew an average of 118,000 pageviews per month during the last three months of 2000.

Turnover and profit realised by ’Elegance’ and ’Residence’ increased, particularly as a result ofhigher advertising turnover. On the advertising market the TTG magazines in the luxury segmentbenefitted optimally from the economic boom.

’Autovisie’ commands a strong leading position on the car magazine market. Among car loversthe magazine is hailed as the best car magazine available on the Dutch magazine market. Thisposition provides a good basis for using the ’Autovisie’ brand digitally.In 2000, the ’autovisie.nl’ Internet site was further developed and adapted to car aficionados. During the final quarter of 2000, this site attracted an average of 640,000 page views per month.Furthermore, a contract was signed with Autobytel, with ‘Autovisie’ providing independent cartests and car news.

The results of the titles ’MAN’ and ’Hitkrant’ declined compared to last year’s figures due to loweradvertising turnover and a decline in circulation. The ’Hitkrant’ site draws a monthly average ofover 300,000 page views, as measured over the final quarter of 2000.

The concept of ’Voetbal Magazine’ was ripe for an overhaul. In January 2001, the first issue waspublished in its new form. The effect of this new approach on the advertisement market wasgood; circulation is also developing positively. Since July 2000, this title is no longer publishedin collaboration with the Netherlands Football Association (’KNVB’).

At the beginning of 2001, it was also decided to cease publication of ’Tennis’. This title no longerfitted the present portfolio.

20

As in the years before, the contribution of De Telegraaf Sponsored Media (TSM) to the result wasagain negative. The rates for sponsored magazines have been under pressure for years and areinsufficient to operate TSM profitably within the Telegraaf group.Agreement has since been reached with a number of TSM employees regarding a managementbuy-out with retroactive force from 1 January 2001.

TTG Sweden

Acquired by TTG in 1999, the Stockholm-based Svensk Specialpress AB publishing companychanged its name to TTG Sverige AB at the end of 2000. TTG Sverige was already publishing asports magazine (’Golf Digest’) and two aquatic sports magazines: ’Vi Btägare’ and ‘Båtnytt’.

In March 2000, ’Residence’, another TTG title, was successfully launched on the Swedish market.A total of seven titles were introduced in this segment. ’Residence’ gained a clear leadership position on both the advertising and the reader markets and was named Magazine of the Yearin October 2000.

TTG Sverige is expected to realise further growth on the Swedish magazine market. TTG managedto secure the licence for ’Cosmopolitan’ (a successful title in many countries) for publication inSweden. In a joint venture with Hearst, ’Cosmopolitan’ was launched in Sweden in February 2001.

If the initial loss of ’Residence’ is not taken into account, the result of TTG Sverige for 2000 exceeded that of 1999.

MISCELLANEOUS

Arbo (health and safety at work)

In collaboration with KLM Arbo services B.V. again several risk surveys and evaluations were carried out in order to bring potential problems in the area of labour conditions to light. Actionplans targeting De Telegraaf Transport B.V., all branch offices of De Telegraaf and the Central Facilities department were completed. In 2000, a start was made with a survey targeting financialand administrative services.

During the year under review, the new absenteeism policy introduced in 1999 yielded positiveresults. At 6.7%, absenteeism in 2000 remained at the same level as in 1999.

In 2000, within the framework of the Company Emergency Services, 130 staff members weretrained to become certified emergency service members. Also, the company’s computer work po-licy was put into effect to reduce RSI-related complaints.

The environment

The city of Amsterdam issued a new environmental permit for the Amsterdam operations.In order to create as broad a platform as possible for environmental aspects within our organisation,an environmental coordination group has been set up consisting of representatives of different

21

departments who, in their specific area of competence, are involved in the preparation of the statutory annual environmental report. Also, a new Environmental Care System Manual was prepared setting out the organisation of environmental policy within the Amsterdam operationsand containing important updated environmental documentation.

Books

Collaboration with Bzztôh, a Hague book publisher, was intensified in 2000. The turnover figureapproached the NLG 2 million level, representing a growth rate of around 10%. De Telegraaf andBzztôh put a total of twelve new titles on the market, the most successful ones being: ‘Je moetschieten anders kun je niet scoren’ (130,000 copies), ’Johan Cruijff is ongeneeslijk beter’ (60,000 copies) and ’Beleggen voor beginners’ (68,000 copies).

De Telegraaf Elektronische Media and Bzztôh are currently working on a presentation of thejointly published titles and on a mutual ’click’ through capability on the Internet.

Works Council

Installed at the beginning of 2000, the new Works Council had to deal with many requests forrecommendations, including the detailed design of Logistiek B.V. and the introduction of’News.nl’, the proposed participating interests in Woonkrant.nl, Travel Portal and Zoomnet.nl(Matchcare), the launch of the ’FHM’ magazine in the Netherlands and the many organisationalchanges connected with the Internet activities, among other things. In addition, a start was madewith the decentral consultations, in which the Works Council and the Managing Board makeagreements on a range of subjects specified in the Collective Labour Agreement.Consultations between the Managing Board and the Works Council continued in a positive andconstructive vein.

Pension Fund

In 2000, the average invested capital of Stichting-Telegraafpensioenfonds 1959 rose by NLG 61 million to NLG 836 million. The exchange rate differences reserve increased from NLG 214 million to NLG 228 million. Stock exchange prices of the bond portfolio showed a recovery after the disappointing performance in 1999.

Pensions and pension rights were increased by 2.2% in line with the inflation rate for the year 1999.Pension contributions remained unchanged at 4.5% of pensionable salary. Retired employeeswill receive a special allowance of 8.5% of their annual pension.

In December 2000, changes were made to the articles of association in connection with the tightersupervision exercised by Verzekeringskamer, the supervisory body for insurance companies in theNetherlands.

23

Logistics

An important focus in 2000 was the further development of Logistiek B.V., a company-wide processdesigned to optimise the distribution process. This objective was energetically pursued by allparties involved. The current distribution problems necessitate structural changes, such as thefurther improvement of automation and of the organisation itself. All this will involve substantialcost increases.

After completion of the detailed design, the organisation will be set up in stages in 2001. Theset-up also provides for several pilots that serve to determine how and to what extent the so-calledfull-service concept (having various products distribute as much as possible by as uniform an organisation as possible) can be realised in practical terms. After that the final organisation andthe different phases of the project can be decided upon and the placement of all employees canbe completed.

The ultimate goal is the creation of an efficient logistic organisation that makes optimal use ofthe synergy potential within the group in the area of distribution so as to be able to cope withthe growing distribution problems and to remain open to commissions from and collaborationwith third parties.

ACTIVITIES OUTSIDE AMSTERDAM

Hollandse Huis-aan-huisbladen Combinatie

The millennium year 2000 was an excellent year for the Hollandse Huis-aan-huisbladen Combinatie B.V. (HHC). The undiminished strength of the economy again boosted growth of, inter alia, the turnover of De Holland Combinatie (HHC’s central selling organisation) and staffadvertising turnover. The turnover increased from NLG 116 million in 1999 to over NLG 128 millionin 2000. As a result, profit realised by this division also went up considerably.All publishers made a substantial contribution to this. The rise in advertising volume is attri-butable to the weekday publications; the average level of the Sunday papers remained virtually unchanged.

Delivery, which was also a source of concern in the year 2000, required much attention and effort, resulting in higher costs. In 2001, implementation of (and by extension responsibility for)delivery will be assigned to Logistiek B.V. A joining of forces will have to result in the desiredquality of door-to-door paper delivery.

In 2000, an extra edition of the Sunday morning paper (‘Amstelmeer’) was added to the existingDen Helder and Schagen editions. On 1 January 2001, the areas of ’Nieuwsblad De Kennemer’and ’Nieuwsblad voor Castricum’ were selected for a further refinement of the edition system basedon a tailor-made approach. This will also remove the overlap existing in part of these areas.

24

Hollandse Dagbladcombinatie

2000 was again an eventful year for Hollandse Dagbladcombinatie B.V. (HDC). Some importantelements were:

the relocation of Drukkerij Noordholland (DNH) from Hoorn to Alkmaar, the extension of the existing press and the commissioning of the new press at the new site.The intensive preparations for the merger of daily newspaper publishers Damiate and De Gooi-en Eemlander to form one publisher of regional afternoon and evening newspapers of a sufficient scale.The merger of the distribution organisations of HDC, InterHolland Verspreiders (IHV), and a numberof departments of the publishers handling the distribution of daily and weekly newspapers, withthe above-mentioned Logistiek B.V.The establishment of Regio-i in which HDC, Media Groep Limburg and Noordelijke DagbladCombinatie Holding B.V., together with N.V. Holdingmaatschappij De Telegraaf have joined forcesin the area of regional Internet activities.

Most of these factors also impacted the financial result achieved by HDC in 2000. Also withoutthe effect of a lower printing rate for Telegraaf group orders on the one hand and the transferof the profitable prepress activities to sister company HHC on the other, the operating result for2000 was markedly lower.

If HDC’s core activities are viewed separately, it may be concluded that the result of the dailynewspapers was better than in 1999. The weeklies sustained a smaller loss. However, rising delivery costs resulted in a lower result at IHV. The Internet activities did not make a positivecontribution to the profit yet.

Circulation of Noordhollands Dagblad stagnated at a level slightly below that of year-end 1999.The decline in circulation of the Damiate publications amounted to approximately 1% and thatof ’De Gooi- en Eemlander’/’Dagblad van Almere’ to 3%, the same figure as the year before. Thelatter papers were given a totally new look in November.

In 2000, the advertising volume of the HDC dailies again benefitted from the booming staff advertising market. However, volumes in the regional and local markets were under pressure.

The main investments related to the printing presses in Alkmaar. The introduction of a new administrative advertising system for all HDC publishers was completed in the course of theyear; the initial problems, while considerable, were not insurmountable.

Media Groep Limburg

All Limburg activities have been incorporated into Gemeenschappelijk Bezit van Aandelen LimburgsDagblad B.V., the name of which was changed to Media Groep Limburg B.V. (MGL) on 1 January 2001. The organisation comprises Uitgeversmaatschappij Limburgs Dagblad B.V. andUitgeversmaatschappij De Limburger B.V.

The decision of the NMa regarding the acquisition of Uitgeversmaatschappij De Limburger wastied to a number of conditions, which included the disposal of Limburger Weekbladpers and Huis-krant. Both activities have since been sold subject to the condition that the result will be for the

25

account and the risk of the buyers with effect from 1 January 2001. The printing contract of thenewspapers belonging to the Limburger Weekbladpers will be continued for a term of seven years.

In the autumn of 2000, it was decided to dispose of the loss-making cable TV information serviceof TV Gazet. The sale was effected through a management buy-out.On 1 January 2001, the activities of Reclameverspreidbureau Spiral B.V. were incorporated intoLogistiek B.V., Amsterdam.Furthermore, in 2000 the initial move was made towards the establishment of a new Internetcompany, i-Media Limburg. In addition, an interest was acquired in Regio-i, a nation-wide colla-borative agreement between Noordelijke Dagblad Combinatie Holding B.V., Hollandse Dagblad-combinatie B.V. and N.V. Holdingmaatschappij De Telegraaf.

Besides the disposal or termination of a number of loss-making activities, the company also tooksteps to improve the result in the near and more distant future. For instance, the advertising business and the staff departments of both newspapers were combined in one enterprise and itwas decided to close down the newspaper printing business in Maastricht in 2003. The officesin Maastricht and Heerlen will be combined to form a new head office based at Sittard.

Uitgeversmaatschappij Limburgs Dagblad

Owing to stringent cost-reducing measures, the result of Limburgs Dagblad, including De KempenPers B.V., Reclameverspreidbureau Spiral B.V. and Uitgeversmaatschappij De Trompetter B.V.rose considerably compared to 1999. The advertising volume of Limburgs Dagblad fell by around4%. Paid circulation decreased by 1.9%.

The result of the newspaper printing business at Heerlen improved, owing in particular to bettermargins. A provision for reorganisation in connection with the transfer of prepress activities ofUitgeversmaatschappij De Trompetter to third parties was charged to the result.

The result of De Kempen Pers improved compared to the 1999 figure as a result of higher turn-over and a better margin.

The 2000 result achieved by Reclameverspreidbureau Spiral was down from the year-earlier figure due to shrinking margins, higher staff costs and higher depreciation.

The result of Uitgeversmaatschappij De Trompetter mainly improved owing to a higher turnoverin 2000 compared to 1999. As a result of the NMa decision, the shares of this company weretransferred to N.V. Holdingmaatschappij De Telegraaf at year-end 2000.

Uitgeversmaatschappij De Limburger

Not until May 2000, nearly nine months after the letter of intent concerning the takeover of ’De Limburger’ was signed with Wegener N.V., did NMa grant the Telegraaf company permissionfor this takeover. The result of UDL has been included in the consolidation from that date on.Goodwill amounting to NLG 332 million will be charged to the result over a period of twenty years, starting on 22 May 2000. The takeover balance sheet includes a provision for the necessaryreorganisations.

Paid circulation of ‘Dagblad De Limburger’ declined by 0.9%. In contrast, the advertising volumerose by more than 4%, partly owing to the supply of staff-wanted ads.

26

With advertising volume on the decline, the year 2000 was disappointing for Limburger Week-bladpers and TV Gazet.

UDL’s operating profit for the whole of 2000 was higher than in 1999.

Biegelaar Groep

General

The group realised a turnover of approximately NLG 235 million for the year 2000, which is virtually equal to the turnover figure for 1999. Of this turnover, around NLG 63 million relatedto turnover connected with the Telegraaf company (1999: NLG 70 million). The operating profitrose by approximately 4%.

The year under review was dominated by the work involved in shaping the future plans of theindividual businesses, the starting points being the utilisation of the synergy between the variousactivities and greater profitability. For instance, the after-press activities of Nederlands DrukkerijBedrijf B.V. (NDB) were transferred to Franken B.V. in the course of 2000 and a four-shift systemwas introduced at both Biegelaar en Jansen B.V. and NDB.

Biegelaar en Jansen

Throughout 2000, production at the printing business of Biegelaar en Jansen was based on afour-shift system. The effects of this showed up positively in the result. Efficiency was higher andthe amount of hours worked overtime decreased. The turnover of this enterprise increased bynearly 5% compared to 1999. This was mainly attributable to new customers, including a growingshare in the international market. Compared to 1999, the result declined slightly due to marginerosion and higher costs in connection with the implementation of the Master Plan. This plan requires an outlay of approximately NLG 100 million for the replacement of a pressand extension of the after-press equipment, as well as improvement of the infrastructure. In thesecond quarter of 2001, most of the plan will have been implemented.

Nederlands Drukkerij Bedrijf

In 2000, notwithstanding a 9% decrease in turnover compared to 1999, the operating profit stillshowed a rise owing to increased efficiency (among other things through the introduction of afour-shift system) and cost control. During the financial year, the bindery activities were disposedof and for the greater part incorporated into Franken. In 2000, land was bought at Zoetermeerfor the construction of new accommodation and a start was made with the development of abuilding plan.

Drukkerij Van Ketel

The 2000 budget anticipated a slight rise in turnover, with compensation for the loss of the(newspaper) rotary printing (as compared to the 1999 situation) to be found in the market for thirdparties. At the beginning of 2000, the commercial department was reinforced for this purpose.In combination with strict cost control the positive objective for the 2000 result was achieved.

27

Franken

Turnover increased by approximately 10.0% compared to the 1999 figure, mainly as a result ofthe transfer of NDB’s after-press activities. Due to expenses involved in catching up on overduemaintenance of equipment and in staff training, the year 2000 was closed with a loss. The company is anticipating a positive result in 2001.

The investment programme started up in the year 2000 will be completed in 2001. This will laythe groundwork for the company’s future in which Franken will focus on two important turnoverpillars: the market for large volume stapling and packing orders and the market for special ’direct marketing’ productions and personalisation.

PARTICIPATING INTERESTS

Media Groep West

Media Groep West B.V. (MGW) is a 90% participating interest of N.V. Holdingmaatschappij De Telegraaf. The remaining 10% stake is held by UPC Nederland B.V. MGW controls three enterprises, viz. NieuwsNet 9, SBS 6 Text and Mobillion.

NieuwsNet 9

Operation of the cable TV information service serving the Greater-Amsterdam and ’t Gooi areashas been incorporated into NieuwsNet 9. In 2000, activities were slightly loss-making.

In 2000, the NieuwsNet 9 cable TV information service was no longer recommended for inclusionin the basic programming package by ’Stichting Algemene Programmaraad’. This effectively meansthat the station has to cease operations. After many hearings before various bodies, the continuedexistence of this division still hangs in the balance. ’Stichting Algemene Programmaraad’ is expected to give a recommendation on the broadcasting channel division in 2001.

SBS 6 Text

This general partnership produces teletext pages for the SBS 6 and Net 5 TV stations. As in 1999,these activities contributed significantly to MGW’s result.

Initially scheduled for the year 2000, the introduction of BeursNet 5, a joint venture of ’De Financiële Telegraaf ’ on the Internet and Net 5, got off to a start at the beginning of 2001.In 2001, further growth is expected in staff and car advertising via teletext, mobile telephonyand the Internet.

Mobillion

Mobillion B.V., owned by MGW (70%) and the management (30%), is a content provider/contentorganiser engaging in the development, production and operation of added value services forusers of mobile telephony networks. The service supply employs interactive voice-response (regular mobile number services), SMS (short message services) and (to a limited extent) WAP(Wireless Application Protocol).

28

In the first full year of its life, Mobillion was already profitable, with turnover amounting to overNLG 6 million. A British venture, Mobillion UK Ltd has since been established, 51% of the sharesin which are held by Mobillion B.V.

Mobillion will extend its activities to other markets as well in the course of 2001.

SBS Broadcasting

In 2000, SBS Broadcasting B.V. realised a profit of NLG 29.2 million as compared to NLG 11.8 millionin 1999. Our 30% share in the result of this company, amounting to NLG 8.8 milllion is shownunder income from participating interests. The rise in profit is attributable to a larger marketshare of both SBS 6 and Net 5, the second station started in 1999.In view of the availability of (tax) loss carry-forwards, no account has been taken of corporationtax in the determination of the result. No dividend was distributed for 2000.

In 2000, the combined advertising market share of SBS 6 and Net 5 stood at 21.3%, as comparedto 19.5% in 1999. Average ratings amounted to 17.7% as compared to 15.4% in 1999.

Wegener

In 2000, N.V. Holdingmaatschappij De Telegraaf bought NLG 100 million worth of shares in Wegener,consisting of NLG 60 million in depositary receipts for ordinary shares and NLG 40 million in depositary receipts for 6.84% cumulative preference shares as part of the issue floated by Wegenerfor the acquisition of VNU Dagbladen B.V.

This brings the interest in Wegener N.V. to a total of 9,110,690 depositary receipts for ordinaryshares of 0.30 par value (20.5%) and 2,593,030 depositary receipts for cumulative preferenceshares of 0.30 par value (32.1%) as at 31 December 2000.

The cash dividend received on ordinary shares and the pro rata share in the preference dividendfor the period from 27 April to 31 December 2000 are shown under ’income from participatinginterests’.

29

PROSPECTS

In the period from 1 January to 25 February 2001, the result lagged considerably behind the figurefor the corresponding period in 2000. Advertising volume of daily newspaper ’De Telegraaf ’ fellby around 10%. This decrease is attributable in particular to the categories of staff and nationalbrands and services advertising. Advertising turnover at the regional newspapers was also underpressure. In contrast, advertising turnover realised by the door-to-door papers developed positively.

In 2001, wage costs will continue to rise as a result of the pay increases provided for in the newcollective labour agreements, as mentioned earlier in this report. Newsprint prices, too, will risesharply and delivery costs may be expected to see a substantial increase. In 2001, the costs connected with the establishment of a company-wide logistic division will still be considerable.

The expected profit contribution by ’Sp!its’ and the improvement of the result of the regional daily newspapers in Limburg owing to greater synergy will have a positive effect. Furthermore,the annual amortisation of goodwill on the special interest magazines acquired in 1996 (a netamount of NLG 14 million) lapsed at the beginning of 2001.

In summary, the developments outlined above, and assuming an advertising volume equal tothat in 2000, the net profit for 2001 could reach the 2000 level. However, as we do not knowwhether the above-mentioned decrease in advertising turnover during the first two periods of2001 is of an incidental or a structural nature, it is as yet impossible to make a reliable statementabout the company’s profit expectation for the year 2001.An intensive campaign of cost reductions has since been launched, mainly targeting staff andother costs. The development of the Internet activities will be temporised.

Managing BoardL.G. van AkenF.Th.J. ArpW.O. KokJ. Olde KalterH. Schor (until 28 February 2001)A.J. Swartjes

Amsterdam, 20 March 2001

31

32

CONSOLIDATED BALANCE SHEET (after distribution of profit)In thousands of guilders.

Fixed assets

Intangible fixed assets

Tangible fixed assets

Financial fixed assets

Total fixed assets

Current assets

Inventories

Receivables

Securities

Liquid assets

Total current assets

Current liabilities

Current assets net of

current liabilities

Long-term liabilities

Provisions

Shareholders’ equity

31 December 1999

119,809

654,335

83,997

858,141

33,293

231,608

33,586

486,828

785,315

544,093

241,222

1,099,363

360

59,890

1,039,113

1,099,363

31 December 2000

409,375

756,845

199,037

1,365,257

29,286

254,755

31,160

109,211

424,412

605,489

– 181,077

1,184,180

6,971

75,228

1,101,981

1,184,180

ANNUAL ACCOUNTS

33

CONSOLIDATED PROFIT AND LOSS ACCOUNTIn thousands of guilders.

Turnover

Changes in work-in-progress

Net turnover

Raw and auxiliary materials

Wages and salaries

Social security charges

Depreciation of tangible fixed assets

Other operating costs

Total operating expenditure

Operating profit before depreciation of goodwill

Depreciation of goodwill

Operating profit after depreciation of goodwill

Income from participating interest

Interest income

Income from securities

Changes in value of securities

Interest charges

Balance of financial revenues and charges

Pre-tax result from ordinary trading

Tax on the result from ordinary trading

After-tax result from ordinary trading

Extraordinary items before tax

Tax on extraordinary result

Extraordinary result after tax

Result after tax

Profit distribution:

Other reserves

Dividend

Profit per share

2000

1,788,331

– 798

1,787,533

299,191

501,322

106,841

93,867

562,936

1,564,157

223,376

46,266

177,110

– 6,543

8,415

1,916

35

– 5,844

– 2,021

175,089

68,111

106,978

– 203

—.—

– 203

106,775

62,676

44,099

106,775

NLG 2.03

1999

1,589,528

86

1,589,614

283,878

435,982

102,174

88,032

451,460

1,361,526

228,088

32,827

195,261

12,498

14,850

1,438

– 658

– 3,620

24,508

219,769

76,960

142,809

– 34

12

– 22

142,787

91,338

51,449

142,787

NLG 2.72

34

PRINCIPLES OF CONSOLIDATION, VALUATIONAND DETERMINATION OF THE RESULT

1. Consolidation criteria

The consolidated accounts combine the financial data for the parent company N.V. Holding-maatschappij De Telegraaf and its group companies.Consolidation is effected in accordance with the principles of valuation and determination of theresult of the parent company. The financial data of the group companies are fully included in theconsolidated annual accounts after elimination of intercompany relations and transactions. Minority interests in shareholders’ equity and in the result of group companies are shown separatelyin the consolidated annual accounts. The results of newly acquired group companies are includedin the consolidated annual accounts. The results of newly acquired group companies are includedin the consolidation from the date of acquisition. The results of participating interests disposedof by the company are included in the consolidation up to the disposal date.

In respect of the company profit and loss account of N.V. Holdingmaatschappij De Telegraaf usehas been made of the exemption provided for in section 402, Book 2, of the Dutch Civil Code.

2. Translation of foreign currencies

The balance sheet items and results from activities in Belgium are translated at the fixed exchangerate effective since 1 January 1999 (BEF 100 = NLG 5.46).

The participating interest in Sweden is considered an independent foreign entity. The assets andliabilities of this interest are translated at the price prevailing on the balance sheet date, whileresults are translated at the average price at the time of the transactions; the resulting differenceis taken directly to shareholders’ equity.

3. Change in accounting policies

Up to and including 31 December 1999, goodwill paid on acquisitions outside the core activitieswas charged to shareholders’ equity.

However, in view of the change in generally accepted standards concerning the goodwill accounting,it is no longer considered acceptable to charge goodwill to shareholders’ equity.

For the above reason, all goodwill paid on acquisitions after 1 January 2000 is amortised andcharged to the result over a maximum period of twenty years.

In 1999 and 2000, no acquisitions were made outside the company’s core activities. This meansthat the change in accounting policies does not affect the size and composition of shareholders’equity or the result. The goodwill previously charged directly to shareholders’ equity has notbeen capitalised with retroactive effect.

4. Valuation

Intangible fixed assetsGoodwill, being the amount paid in excess of the value and arising on the acquisition of parti-cipating interests, business activities and publishing rights is amortised against the result over amaximum period of twenty years. The value at the time of acquisition is determined on the ba-sis of the real value of the acquired (underlying) assets and liabilities.

35

Tangible fixed assetsThese assets are valued at cost less straight-line depreciation, based on the economic life expectancy. These rates are:4 to 5% a year on business premises depending on their nature or purpose.10 to 20% a year on plant and machinery.20% a year on all other operational fixed assets.operational fixed assets subject to rapid technical and/or economic obsolescence are written off over a period of three years.ground rent bought off is written off over the ground lease term in question.land is not subject to depreciation.

Fixed assets under construction are valued at the amounts contracted for construction projects,plant and machinery.

Financial fixed assetsParticipating interests on which N.V. Holdingmaatschappij De Telegraaf is able to exert significantinfluence are valued at their proportion of the net value asset, calculated in accordance with theparent company’s accounting principles.The other participating interests are stated at the lower of cost and market value.Long-term receivables are stated at their nominal value less any provisions deemed necessary.

InventoriesInventories of paper, where it concerns quantities that were also in stock in previous years, arevalued at the lower of cost price prevailing during those years and market price as at the balancesheet date, and where it concerns the surplus, at the lower of cost price and market price. Theother inventories are valued at the lower of purchase price and market value.A provision is being set up for unsaleable stocks.The item work-in-progress relates to printed matter in production, valued at predetermined cost.This includes labour costs, material consumption, machinery costs, plus a surcharge for indirect costs.

ReceivablesReceivables are shown at nominal amounts less provisions for bad debts where necessary.

SecuritiesSecurities are shown at the lower of cost and market price as at the balance sheet date.

Liquid assetsThese are stated at nominal amounts.

Current and long-term liabilitiesThe current and long-term liabilities are stated at nominal amounts.

ProvisionsThe provision for deferred taxation relates tot the deferred tax liability arising from the differencebetween the valuation of assets and liabilities for commercial and tax purposes. Any deferred taxreceivables are set off against deferred tax commitments.Calculation of this liability, which is shown at nominal value, is based on the current companytax rate.

36

The provision for early retirement is stated at the cash value of the commitment to supplementamounts in excess of the early retirement benefit limit. The commitment to supplement coversa period of three to five years up to the age of 65. The provision is determined on an actuarialbasis of 5%.The provision for supplementary retirement benefits consists of the cash value of the retirementbenefits allowed and the pension contributions of employees who have been sick over a long period, plus the cash value of the share of the health insurance of pensioners payable by thecompany. The provision is determined on an actuarial basis of 4% (employees sick over a longperiod) or 5% (pensioners), respectively.The provision for supplementary disability benefits comprises the allowance payable on top ofthe salary of employees whose employment is terminated in connection with the granting of adisability allowance under the Invalidity Insurance Act. The provision is determined on an actuarialbasis of 5%.

The provision for reorganisations relates namely to the takeover of Uitgeversmaatschappij De Limburger B.V. on 15 May 2000. The provision concerns removal, retraining and additionaltraining, employment-finding and redundancy compensation commitments.In calculating the goodwill, this provision has been taken into account.

5. Determination of the result

The turnover is the proceeds charged to third parties and arising from services provided to thirdparties during the financial year after allowing for VAT and discounts.Profits are taken only insofar as they are realised as at the balance sheet date. Costs and risks incurred before the end of the financial year are taken into account insofar asthey can be anticipated.The share in the result for the financial year is shown under ’income from participating interests’where it concerns participating interests on which the company is able to exert significant influence.In respect of the other participating interests, dividend received is also shown under income fromparticipating interests; if any dividend is receivable on preference shares, this shall be attributedto the year in which the right to such dividend arose, unless receipt is uncertain.Company tax is calculated on the result, taking into account tax allowances, including the sub-stantial holding exemption, and allowing for amounts that are not tax-deductible. The differencewith the amount in tax payable according to the profit calculation for tax purposes is shown inthe provision for deferred taxation.

Extraordinary income and expenditure are generated by actions and events that are not associatedwith the company’s normal business operations and that, as a result, bear a non-recurrent character.

6. Consolidated cash flow statement

The cash flow statement is prepared in accordance with the indirect method. The liquid funds inthe cash flow statement consist of liquid assets and securities.The securities may be regarded as highly liquid investments. Cash flows in foreign currencies aretranslated at an estimated average exchange rate.

Income and expenditure relating to interest, dividends received and income tax are stated undercash flow from operational activities. Paid dividends are shown under cash flow from financingactivities.

37

The acquisition price of group companies is shown under cash flow investment activities insofaras payment has been made in cash. The liquid funds held by newly acquired group companiesare deducted from the acquisition price.

7. Segmented information

Segmented information is stated on the basis of the same accounting policies as those underlyingthe statement and presentation of the consolidated annual accounts.Assets used jointly by two or more segments are only being attributed to the segments if the income and expenditure relating to these assets are likewise being attributed to these segments.

The corporate segments are used as primary segmentation basis.

8. Earnings per share

Earnings per share are being determined by dividing the portion of the profit for the financialyear available to ordinary shareholders by the weighted average number of ordinary shares out-standing during the financial year.

38

NOTES TO THE CONSOLIDATED BALANCE SHEETIn thousands of guilders, unless otherwise stated.

Fixed assets

Intangible fixed assets

Goodwill

Changes in intangible fixed assets:

Position at beginning financial year

Add: – Goodwill paid on acquisition or

expansion of participating interests

Less: – Depreciation charged to result

– Change in valuation Wegener

– Other changes

Position at end financial year

Financial year 2000 Purchase cost Depreciation Book value

up to 2000 up to 2000 up to 2000

Tangible fixed assets

Land and buildings* 650,427 330,216 320,211

Plant and machinery 750,172 581,752 168,420

Other fixed assets 243,492 183,030 60,462

Fixed assets under construction 207,752 —.— 207,752

1,851,843 1,094,998 756,845

Financial year 1999 Purchase cost Depreciation Book value

up to 1999 up to 1999 up to 1999

Tangible fixed assets

Land and buildings* 530,392 296,957 233,435

Plant and machinery 706,512 560,663 145,849

Other fixed assets 230,509 176,124 54,385

Fixed assets under construction 220,666 —.— 220,666

1,688,079 1,033,744 654,335

*These items include the ground rent bought off in respect of the business sites

of the group companies in Amsterdam. As at 31 December 2000, the book value

of this amounts to NLG 10,665,000 (previous year: NLG 11,050,000).

31 December 1999

119,809

146,495

8,442

32,827

2,006

295

119,809

31 December 2000

409,375

119,809

335,832

46,266

—.—

—.—

409,375

39

Changes in tangible fixed assets:

Land Plant Other Fixed

and and fixed assets under

buildings machinery assets construction Total

Book value 1-1-2000 233,435 145,849 54,385 220,666 654,335

Acquisitions 35,789 9,108 3,854 32 48,783

Investment 13,289 12,920 34,922 95,670 156,801

Divestment – 1,898 – 1,111 – 2,166 —.— – 5,175

Depreciation – 22,794 – 43,936 – 31,169 —.— – 97,899

Assets under construction put into operation 62,390 45,590 636 – 108,616 —.—

Book value 31-12-2000 320,211 168,420 60,462 207,752 756,845

Buildings are insured on the basis of reinstatement value, the other assets on the basis of the cost of new construction.

The amount covered by insurance is NLG 1,715 million (previous year: NLG 1,661 million). The item fixed assets under construction

relates to buildings and/or plant and machinery at: B.V. Rotatiedrukkerij Voorburgwal, Hollandse Dagbladcombinatie B.V.,

Biegelaar Groep B.V., B.V. Dagblad De Telegraaf, Hollandse Huis-aan-huisbladencombinatie B.V. and Media Groep Limburg B.V.

31 December 2000 31 December 1999

Financial fixed assets

Non-consolidated participating interests

Wegener N.V., Apeldoorn (20.5%, previous year 20.6%) 160,006 60,006

C.V. Regionale Uitgevers Zuid-Holland West,

Berkel en Rodenrijs (17%) 9 9

SBS Broadcasting B.V., Amsterdam (30%) 26,848 18,082

TV Krant Nederland, Den Helder (9.6%) 24 95

Hollands Omroepbedrijf Holding B.V. —.— 109

V.o.f. SBS 6 Text, Amsterdam (50%) —.— 2,413

De Nationale Regiopers C.V. (19.6%) 286 966

WOON TV Amsterdam v.o.f. —.— 74

Autobytel Nederland v.o.f., Almere (37.5%) 1,084 —.—

NWI Services B.V., De Bilt (20%)/

Interactive Real Estate.com B.V., Hilversum (50%) 7 —.—

Amse B.V., Arnhem (5%)/Zoomnet B.V., Zaltbommel (50%) 5,004 —.—

Exploitatiemaatschappij Nr. 1 B.V., Buchten/Born (40%) 130 —.—

Omroepbedrijf Limburg B.V., Maastricht (45%) 58 —.—

Televisiebedrijf Limburg B.V, Maastricht (45%) 1,402 —.—

194,858 81,754As at 31 December 2000, the market value of

the package of Wegener N.V. shares amounted to

approximately NLG 275 million (share price 13.70).

Receivables from participating interest 661 —.—

Other long-term receivables 3,518 2,243

Total financial fixed assets 199,037 83,997

Movements in financial fixed assets:

Receivables

Other participating from participating Other

interests interests receivables Total

Position at 1 January 2000 81,754 —.— 2,243 83,997

Add: – Investment/acquisitions 125,110 9,161 2,767 137,038

– Change in valuation 10,534 – 8,500 —.— 2,034

– Interest —.— —.— 22 22

Less: – Share in the result 15,317 —.— —.— 15,317

– Distribution/repayment 7,223 —.— 1,514 8,737

Position at 31 December 2000 194,858 661 3,518 199,037

Current assets31 December 2000 31 December 1999

InventoriesRaw materials 21,487 27,227

Auxiliary materials 3,195 2,942

Work in progress 4,604 3,124

29,286 33,293The purchase cost of the stock of raw materials amount to

NLG 23,382,000 (previous year: NLG 28,924,000).

Accounts receivableTrade receivables 227,230 188,941

Other receivables 2,965 2,022

Accrued income 24,560 40,645

254,755 231,608

SecuritiesGovernment bonds 31,160 33,586

Liquid assetsCash and bank balances 106,816 145,578

Short-term deposits 2,395 341,250

109,211 486,828

Liquid assets are freely available.

40

41

Current liabilities

Prepaid subscriptions

Suppliers

Taxes and social insurance premiums

Company tax

Pension liabilities

Dividend

Other liabilities

Minority interest

Accruals and deferred income

Long-term liabilities

Liabilities

This is a loan of NLG 260,000 repayable in full in 2006,

and a loan of NLG 100,000, repayable in full in 2008

(7% interest), plus any locked-up staff deposits at Dagblad

De Limburger in connection with the salary savings scheme.

Provisions

Deferred taxation

Early retirement

Pension allowance supplements

Disability benefit supplements

Short-term commitments amount

to approximately NLG 5,881,000

(previous year: NLG 4,596,000).

Shareholders’ equity

For the notes to shareholders’ equity, please refer to

the balance sheet of N.V. Holdingmaatschappij De Telegraaf.

31 December 2000

88,427

149,826

44,419

15,171

4,999

44,099

2,194

342

256,012

605,489

31 December 1999

63,147

165,840

37,912

9,108

7,007

51,449

1,991

65

207,574

544,093

31 December 2000

6,971

31 December 2000

17,613

33,730

13,664

10,221

75,228

31 December 1999

7,366

30,339

12,772

9,413

59,890

31 December 1999

360

42

NOTES TO THE CONSOLIDATED PROFIT AND LOSS ACCOUNTIn thousands of guilders, unless otherwise stated.

Net turnover

1. Breakdown of the net turnover by business segments:

Publishers

Printing products (not newspaper-related)

Other activities

2. Breakdown of the net turnover by geographical area:

The Netherlands

EU states

Other European states

Raw and auxiliary materials

Paper and ink

Auxiliary materials

Wages and salaries

In 2000 and 1999, the average work force totalled 5,785 and

5,258, respectively. Breakdown of the work force by operating

company as at year-end:

Amsterdam businesses

Hollandse Dagbladcombinatie B.V., Haarlem

Hollandse Huis-aan-huisbladen Combinatie B.V., Amsterdam

Media Groep Limburg B.V., Heerlen

Biegelaar Groep B.V., Maarssen

De Telegraaf Belgium, Brussels

Media Groep West B.V., Amsterdam

TTG Sverige AB, Stockholm

De Trompetter B.V., Roermond

Spiral B.V., Horst

In 2000, the remuneration (including pension and early retirement benefits) of the members of the Managing Board included in

the wages and salaries amounted to NLG 6,449,000 ( (previous year: NLG 5,476,000). Remuneration amounting to NLG 232,500

in 2000 (previous year: NLG 202,500) for Supervisory Board members is also shown under this heading.

As at 31 December 2000, members of the Supervisory Board held a total of 21,932 shares/depositary receipts, members of the

Managing Board held a total of 16,595 shares/depositary receipts in N.V. Holdingmaatschappij De Telegraaf.

2000

1,607,963

171,388

8,182

1,787,533

1,734,543

46,251

6,739

1,787,533

285,266

13,925

299,191

501,322

2,336

1,457

560

908

534

7

27

25

94

122

6,070

1999

1,421,934

165,371

2,309

1,589,614

1,543,248

40,372

5,994

1,589,614

263,346

20,532

283,878

435,982

2,134

1,563

469

350

555

6

21

24

91

124

5,337

43

2000

42,001

64,840

106,841

22,794

43,936

31,169

97,899

– 4,032

93,867

68,111

174,886

61,210

68,111

—.—

68,111

– 6,901

645

– 7,487

– 59

– 6,901

—.—

– 203

– 203

Social insurance contributions

Pension charges

Other social security charges

Depreciation of tangible fixed assets

Land and buildings

Plant and machinery

Other fixed assets

Result disposed tangible fixed assets

Tax on result from ordinary trading

Company tax

Note to company taxation

Result before tax

Company tax on this at the prevailing rate (35%)

Company tax in conformity with the consolidated

profit and loss account:1

– on the result on ordinary activities

– on the extraordinary result

Difference in tax burden

This difference is built up as follows:

– tax allowances

– non tax-deductible amounts (notably depreciation of goodwill)

– balance of the result falling under the substancial

holding exemption

Extraordinary result before tax

Extraordinary revenue

Extraordinary expenditure 2

Profit per share

In 2000, the total number of shares averaged 52,500,160 (1999: 52,500,160). Net profit for 2000 amounted to

NLG 106,775,000 (1999: NLG 142,787,000). The profit per share amounts to in 2000 NLG 2.03 (1999: NLG 2.72).

Company tax in conformity with the consolidated profit and loss account includes an allocation of NLG 3.4 million

(1999: NLG 2.9 million) to the provision for deferred taxation.

Extraordinary expenditure includes among others the third-party minority interest in the result of Media Groep West B.V.

1999

41,133

61,041

102,174

21,878

42,748

25,964

90,590

– 2,558

88,032

76,960

219,735

76,907

76,960

– 12

76,948

– 41

638

– 4,243

3,564

– 41

410

– 444

– 34

1

2

45

CASH FLOW STATEMENT (consolidated)In thousands of guilders.

Cash flow from operational activities

Operating profit

Adjustments for:

– depreciation

– changes in short-term receivables

– changes in inventories

– changes in debts to suppliers and other current liabilities

– changes in provisions

Cash flow from business operations

Dividend received from participating interests

Interest received/paid

Paid in respect of extraordinary result

Tax on profit

Cash flow from operational activities

Cash flow from investment activities

Investment in intangible fixed assets

Acquisition/divestment of group companies and

other financial fixed assets

Capital expenditure

Changes in investment creditors

Divestments of tangible fixed assets

Cash flow from investment activities

Cash flow from financing activities

Dividend paid

Changes in long-term liabilities

Cash flow from financing activities

Exchange rate differences

Changes in liquid assets (including securities)

1999

195,261

123,417

– 59,378

– 2,176

25,999

4,276

287,399

6,430

12,668

– 34

– 80,897

225,566

– 3,825

– 1,042

– 216,279

73,323

1,755

– 146,068

79,498

– 51,449

100

– 51,349

– 653

27,496

2000

177,110

144,165

– 1,018

4,626

35,024

2,674

362,581

8,774

4,465

– 203

– 63,819

311,798

– 331,787

– 126,145

– 156,801

– 31,897

5,175

– 641,455

– 329,657

– 51,449

835

– 50,614

228

– 380,043

46

INFORMATION BY BUSINESS SEGMENTSIn thousands of guilders.

2000 1999

Turnover by segments

Publishers

Total turnover publishers 1,609,072 1,422,752

Less: – Intersegments turnover 1,109 818

1,607,963 1,421,934

Printing products

Total turnover printing products 234,626 235,416

Less: – Intersegments turnover 63,238 70,045

171,388 165,371

Other activities

Total turnover other activities 8,182 2,309

Less: – Intersegments turnover —.— —.—

8,182 2,309

Net turnover 1,787,533 1,589,614

Result by segments

Publishers

Result publishers before depreciation of goodwill 237,914 239,279

Less: – Depreciation of goodwill 45,304 31,960

192,610 207,319

Printing products

Result printing products before depreciation of goodwill 11,500 11,058

Less: – Depreciation of goodwill 803 803

10,697 10,255

Other activities

Result other activities before depreciation of goodwill – 1,210 – 714

Less: – Depreciation of goodwill 159 64

– 1,369 – 778

Result segments after depreciation of goodwill 201,938 216,796

Less: – Non-allocated costs 24,828 21,535

Operation profit after depreciation goodwill 177,110 195,261

47

31 December 2000 31 December 1999

Assets by segments

Publishers

Total assets publishers 1,418,594 1,400,338

Less: – Intersegments assets 95,993 43,015

1,322,601 1,357,323

Printing products

Total assets printing products 263,134 207,423

Less: – Intersegments assets 7,654 9,421

255,480 198,002

Other activities

Total assets other activities 11,849 7,476

Less: – Intersegments assets —.— —.—

11,849 7,476

Non-allocated 199,739 80,655

Total assets 1,789,669 1,643,456

Commitments by segments

Publishers

Total commitments publishers 469,904 388,851

Less: – Intersegments commitments 7,654 9,421

462,250 379,430

Printing products

Total commitments printing products 157,498 107,487

Less: – Intersegments commitments 94,878 41,900

62,620 65,587

Other activities

Total commitments other activities 9,159 6,369

Less: – Intersegments commitments 1,115 1,115

8,044 5,254

Non-allocated 154,774 154,072

Total commitments 687,688 604,343

Investment Investment Depreciation Depreciation

2000 1999 2000 1999

Intangible and tangible fixed assets by segments

Publishers 420,883 170,056 122,035 104,265

Printing products 70,483 54,124 17,432 16,361

Other activities 1,267 541 666 233

492,633 224,721 140,133 120,859

48

BALANCE SHEETIn thousands of guilders.

Fixed assetsIntangible fixed assets

Goodwill

Tangible fixed assets

Other fixed assets

Financial fixed assets

Group companies

Other participating interests

Other receivables

Total fixed assets

Current assetsReceivables

Accrued income

Total current assets

Current liabilities

Banking institution

Company tax

Tax and premiums social insurance contributions

Pension liabilities

Dividend

Accrued liabilities

Current assets net of current liabilities

Provisions

Deferred taxation

Early retirement

Shareholders’ equity

Issued capital

Statutory reserves

Other reserves

31 December 2000

3,662

838

1,212,834

31,852

1,000

1,245,686

1,250,186

2,353

2,353

45,000

1,949

1,170

—.—

44,099

23,353

115,571

– 113,218

1,136,968

1,801

33,186

34,987

26,250

222

1,075,509

1,101,981

1,136,968

31 December 1999

27,149

—.—

1,122,432

18,082

1,000

1,141,514

1,168,663

192

192

—.—

8,949

1,950

307

51,449

33,215

95,870

– 95,678

1,072,985

3,533

30,339

33,872

26,250

30

1,012,833

1,039,113

1,072,985

N.V. HOLDINGMAATSCHAPPIJ DE TELEGRAAF

49

PROFIT AND LOSS ACCOUNTIn thousands of guilders.

Net income from participating interests

Other net income and expenditure

Result after tax

1999

182,321

– 39,534

142,787

2000

155,332

– 48,557

106,775

50

NOTES TO THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNTIn thousands of guilders, unless otherwise stated.

For the general accounting principles and the principles for the valuation of assets

and liabilities and the determination of the result, reference is made to the notes

to the consolidated balance sheet and profit and loss account.

Group companies are shown at their net asset value.

Fixed Assets

Intangible fixed assets

Goodwill

Book value as at 1 January

Acquisitions

Depreciation charged to the result

Book value as at 31 December

Financial fixed assets

Group companies with registered offices

This item includes the following group of companies and

receivables in respect of these group companies.

B.V. Dagblad De Telegraaf, Amsterdam

B.V. De Courant Nieuws van de Dag, Amsterdam

B.V. Rotatiedrukkerij Voorburgwal, Amsterdam

B.V. Beleggingsmaatschappij Voorburgwal, Amsterdam

Franken Beleggingsmaatschappij B.V., Deventer

De Telegraaf Tijdschriften Groep B.V., Amsterdam

De Telegraaf Transport B.V., Amsterdam

TTG Sverige AB, Stockholm

B.V. Agentenadministratiekantoor ’t Gooi, Hilversum

Drukkerij Van Groenigen B.V., Haarlemmermeer

Media Groep West B.V., Amsterdam (90%)

Mobillion B.V., Amsterdam (70%)

Uitgeversmaatschappij Hollands Noorderkwartier B.V., Amsterdam

BasisMedia B.V., Amsterdam

Biegelaar Groep B.V., Maarssen

Biegelaar en Jansen B.V., Maarssen

Drukkerij Van Ketel B.V., Schagen

Nederlands Drukkerij Bedrijf B.V., Zoeterwoude

Franken B.V., Deventer

Hollandse Dagbladcombinatie B.V., Haarlem

Dagbladuitgeverij Damiate B.V., Haarlem

Verenigde Noordhollandse Dagbladen B.V., Alkmaar

InterHolland Verspreiders B.V., Alkmaar

1999

44,587

5,969

– 23,407

27,149

2000

27,149

—.—

– 23,487

3,662

51

B.V. Drukkerij Noordholland, Hoorn

Houdstermaatschappij De Gooi- en Eemlander B.V., Hilversum

Dagblad De Gooi- en Eemlander B.V., Hilversum

Exploitatiemaatschappij G en E Vastgoed B.V., Hilversum

Goois Weekblad B.V., Hilversum

Hollandse Huis-aan-huisbladen Combinatie B.V., Amsterdam

Uitgeverij Van Groenigen B.V., Haarlemmermeer

Uitgeverij HET B.V., Leiden

B.V. Uitgeverij De Echo, Amsterdam

B.V. Reclame ’t Gooi, Hilversum

B.V. Noorderpers, Hoorn

B.V. Gemeenschappelijk Bezit van Aandelen Uitgeversmaatschappij Limburgs Dagblad, Heerlen

Uitgeversmaatschappij Limburgs Dagblad B.V., Heerlen

Eolus B.V., Heerlen

Uitgeversmaatschappij De Trompetter B.V., Roermond

Reclameverspreidbureau Spiral B.V., Horst

De Kempen Pers B.V., Hapert

The annual accounts of these group companies

are included in the consolidated balance sheet

and profit and loss account.

Group companies

Disclosed equity capital

Receivables and liabilities on balance

Other participating interests

This item relates to the minority interest in:

SBS Broadcasting B.V., Amsterdam (30%)

AMS Europe B.V., Arnhem (5.0%)

Other receivables

Funds lent

Total financial fixed assets

31 December 2000

416,083

796,751

1,212,834

26,848

5,004

31,852

1,000

1,245,686

31 December 1999

384,768

737,664

1,122,432

18,082

—.—

18,082

1,000

1,141,514

52

Movements in financial fixed assets:

Position at 1 January 2000

Add: – Net result participating interests

Acquisitions

Less: – The balance of the amounts paid and received

by the group companies, the receivables

and liabilities of which have been included in

N.V. Holdingmaatschappij De Telegraaf,

excluding settlement of results.

Position at 31 December 2000

Provisions

Deferred taxation

This item consists of deferred company tax

in respect of:

Provisions

Fixed assets

Inventories

31 December 1999

207

378

2,948

3,533

1,141,514

155,332

5,004

160,336

56,164

1,245,686

31 December 2000

– 2,769

282

4,288

1,801

53

Shareholders’ equity

Issued capital

The authorised capital amounts to

NLG 100,000,000 divided into shares of

NLG 0.50 par value

Issued:

Ordinary shares (including NLG 480 priority shares)

Statutory reserves

Position at beginning of the financial year

Add: – Foreign exchange differences

Position at end of the financial year

Other reserves

Position at beginning of the financial year

Add: – Share in the change in shareholders’ equity

Position at end of the financial year

Total shareholders’ equity

Commitments and contingent liabilities

Pursuant to section 403, paragraph 1, sub f, Book 2 of the Dutch Civil Code,

the company has assumed liability for any debts arising from legal actions

of the group companies consolidated under financial fixed assets, excluding

Media Groep West B.V., Franken Beleggingsmaatschappij B.V., Mobillion B.V.

and Drukkerij Van Groenigen B.V.

31 December 1999

26,250

25

5

30

921,495

91,338

1,012,833

1,039,113

31 December 2000

26,250

30

192

222

1,012,833

62,676

1,075,509

1,101,981

54

CONSOLIDATED BALANCE SHEET (after distribution of profit)In thousands of euros.

Fixed assets

Intangible fixed assets

Tangible fixed assets

Financial fixed assets

Total fixed assets

Current assets

Inventories

Receivables

Securities

Liquid assets

Total current assets

Current liabilities

Current assets net of current liabilities

Long-term liabilities

Provisions

Shareholders’ equity

31 December 1999

54,367

296,924

38,116

389,407

15,108

105,099

15,240

220,913

356,360

246,898

109,462

498,869

163

27,177

471,529

498,869

31 December 2000

185,766

343,441

90,319

619,526

13,289

115,603

14,140

49,558

192,590

274,759

– 82,169

537,357

3,163

34,137

500,057

537,357

OTHER INFORMATION

2000

811,509

– 362

811,147

135,767

227,490

48,482

42,595

255,449

709,783

101,364

20,995

80,369

– 2,969

3,818

869

16

– 2,652

– 918

79,451

30,907

48,544

– 92

—.—

– 92

48,452

28,441

20,011

48,452

0.92

CONSOLIDATED PROFIT AND LOSS ACCOUNTIn thousands of euros.

Turnover

Changes in work-in-progress

Net turnover

Raw and auxiliary materials

Wages and salaries

Social security charges

Depreciation of tangible fixed assets

Other operating costs

Total operating expenditure

Operating profit before depreciation of goodwill

Depreciation of goodwill

Operating profit after depreciation of goodwill

Income from participating interest

Interest income

Income from securities

Changes in value of securities

Interest charges

Balance of financial revenues and charges

Pre-tax result from ordinary trading

Tax on the result from ordinary trading

After-tax result from ordinary trading

Extraordinary items before tax

Tax on extraordinary result

Extraordinary result after tax

Result after tax

Profit distribution:

Other reserves

Dividend

Profit per share

55

1999

721,296

39

721,335

128,818

197,840

46,364

39,947

204,864

617,833

103,502

14,896

88,606

5,671

6,739

652

– 299

– 1,642

11,121

99,727

34,923

64,804

– 15

5

– 10

64,794

41,447

23,347

64,794

1.23

56

Newspapers

De Telegraaf

Limburgs Dagblad

Dagblad De Limburger

Haarlems Dagblad

IJmuider Courant

Leidsch Dagblad

Noordhollands Dagblad

including:

Alkmaarsche Courant

Schager Courant

Enkhuizer Courant

Dagblad voor West-Friesland

Helderse Courant

Dagblad Kennemerland

Dagblad Zaanstreek

Nieuwe Noordhollandse Courant

De Gooi- en Eemlander

Dagblad van Almere

Sp!ts

News.nl (until 4 April 2001)

Internet

www.telegraaf.nl

www.DFT.nl

www.basismedia.nl

www.spitsnet.nl

www.news.nl

www.hdc.nl

www.haarlemsdagblad.nl

www.ijmuidercourant.nl

www.leidschdagblad.nl

www.noordhollandsdagblad.nl

www.noordhollandsweekblad.nl

www.gooieneemlander.nl

www.dagbladvanalmere.nl

www.mgl.nl

www.limburgsdagblad.nl

www.limburger.nl

www.krant.branche.net

Magazines

Netherlands

Privé

Elegance

MAN

Residence

Hitkrant

OOR

Autovisie

Buitengewoon

Tennis

Voetbal Magazine

FHM (For Him Magazine)

Sweden

Vi Båtägare

Båtnytt

Golf Digest

Residence

Internet

www.ttg.nl

www.autovisie.nl

www.hitkrant.nl

www.oor.nl

www.privé.nl

www.fhm.nl

Other Internet activities

www.wijzer.nl

www.Speurders.nl

www.autotelegraaf.nl

www.telegraafnet.nl

www.chatweb.nl

www.cybercard.nl

www.elcheapo.nl

www.mijntelegraafnet.nl

www.netmail.nl

www.quickalert.nl

www.quicklink.nl

www.siteshopper.nl

www.vacatures.telegraaf.nl

www.veilinghal.nl

www.vertel.nl

www.weerkamer.nl

www.zoom.nl

www.woonkrant.nl

www.reiskrant.nl

Door-to-door papers and news journals

Greater-Amsterdam area

De Echo (11 editions)

Het Weekblad voor de Noord-

Amsterdammer

Amstelveens Nieuwsblad

Zondagochtendblad

Amstelland/Haarlemmermeer

Witte Weekbladen

Autojournaal

Zondagochtendblad

’t Gooi and surrounding area

De Gooi- en Eembode

Laarder Courant De Bel

Nieuwsblad voor Huizen

Het Vecht-Journaal

Het Baarns Weekblad

Woonbode

Goois Weekblad

De Nieuwe Weesper

Flevoland

De Almare

’t Groene Weekblad

Zondagochtendblad

Haarlem and surrounding area

Nieuwsblad De Kennemer

Haarlems Weekblad

Heemsteedse Courant

Nieuwsblad IJmuiden

Nieuwsblad Santpoort

& Velserbroek

Zondagochtendblad

Leiden and surrounding area

Leidse Post

Zuid-Holland Post

Het op Zondag

Autojournaal

Witte Weekblad

PUBLICATIONS AND ACTIVITIES OF DE TELEGRAAF COMPANY (January 2001)

57

Alphen a/d Rijn and

surrounding area

Witte Weekblad

Witte Weekblad Weekend

Zaanstreek/Purmerend

Noordhollands Weekblad

De Zaankanter

De Krommeniër

Het Gezinsblad

Zondagochtendblad

West-Friesland

Westfries Weekblad

Enkhuizer Weekblad

Noordhollands Weekblad

Alkmaar and

surrounding area

Alkmaars Weekblad

De Koerier

De Duinstreek

Nieuwsblad voor Castricum

Noordhollands weekblad

Zondagochtendblad

North Holland North

Helders Weekblad

Schager Weekblad

CTR/De Polderbode

Noordhollands Weekblad

Wieringer Courant

Wieringermeerbode

Zondagochtendblad

North Brabant East

De Trompetter (4 editions)

De Schakel

Veldhovens Weekblad

Oirschots Weekjournaal

Kempener Koerier

De Kempenaer

De Hilverbode

Limburg

De Trompetter (12 editions)

Audiovisual activitiesCable TV information services

Nieuwsnet 9

Radio Amsterdam

Call centre services

Participating interests in

national commercial TV

Service company

De Amsterdammer

Teletext activities

Internet

www.nieuwsnet9.nl

Printing companiesand after-press

B.V. Rotatiedrukkerij Voorburgwal

B.V. Drukkerij Noordholland

Rotatiedrukkerij Limburgs Dagblad

Drukkerij Dagblad De Limburger

Biegelaar Groep B.V.

Biegelaar en Jansen B.V.

Drukkerij Van Ketel B.V.

Nederlands Drukkerij Bedrijf B.V.

Franken B.V. (after-press)

Internet

www.biegelaargroep.nl

Logistics

B.V. Dagblad De Telegraaf

De Telegraaf Transport B.V.

InterHolland Verspreiders B.V.

Reclameverspreiding ’t Gooi

Reclameverspreidbureau Spiral B.V.

Participating interests

Media Groep West B.V. . . . . . . . . . . . . . . . . . . . (90%)

V.o.f. SBS 6 Text . . . . . . . . . . . . . . . . . . . . . . . . . . (45%)

Mobillion B.V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . (63%)

SBS Broadcasting B.V. . . . . . . . . . . . . . . . . . . . . (30%)

Wegener N.V. . . . . . . . . . . . . . . . . . . . . . . . . . . . (22.3%)

Autobytel Nederland v.o.f. . . . . . . . . . . . . . . (37.5%)

Interactive Real Estate.com B.V. . . . . . . . . . . (50%)

NWI Services B.V. . . . . . . . . . . . . . . . . . . . . . . . . (20%)

Travel Portal B.V. . . . . . . . . . . . . . . . . . . . . . . . . . (50%)

Zoomnet B.V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . (50%)

Advanced Matching Systems Europe B.V. . . . (5%)

Jump Technologies Inc. . . . . . . . . . . . . . . . . . . (8.4%)

Regio-i beheer B.V. . . . . . . . . . . . . . . . . . . . . . . . . (75%)

De Nationale Regiopers C.V. . . . . . . . . . . . . (19.6%)

Exploitatiemaatschappij Nr. 1 B.V. . . . . . . . . (40%)

Televisiebedrijf Limburg B.V. . . . . . . . . . . . . . (45%)

Omroepbedrijf Limburg B.V. . . . . . . . . . . . . . . (45%)

TV Krant Nederland C.V. . . . . . . . . . . . . . . . . . (9.6%)

59

AUDITORS’ REPORT

Introduction

We have audited the accompanying 2000 financial statements of N.V. Holdingmaatschappij De Telegraaf, Amsterdam. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based onour audit.

Scope

We conducted our audit in accordance with auditing standards generally accepted in the Netherlands. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statements presentation. We believethat our audit provides a reasonable basis for our opinion.

Opinion

In our opinion, the financial statements of N.V. Holdingmaatschappij De Telegraaf give a trueand fair view of the financial position of the company as at 31 December 2000 and of the resultfor the year then ended in accordance with accounting principles generally accepted in the Netherlands and comply with the financial reporting requirements as included in Part 9 ofBook 2 of the Netherlands Civil Code.

Leiden, 20 March 2001.

Deloitte & ToucheAccountants

DIVIDEND PROPOSAL

We propose to declare a dividend for 2000 of NLG 0.84 in cash per share of NLG 0.50 par value.A dividend of NLG 0.98 a share of NLG 0.50 par value was paid out for 1999.The pay-out ratio for 2000 amounts 41.3%, for 1999 it amounts to 36.0%.

Distribution of profit:Other reservesDividend

2000

62,67644,099

106,775

1999

91,33851,449

142,787

POST BALANCE SHEET EVENTS

In January 2001, a joint venture was entered into between TTG Sverige AB and Hearst MagazinesInternational concerning the publication of ’Cosmopolitan’ on the Swedish market.The activities of De Telegraaf Sponsored Media were disposed of through a management buy-outwith retroactive force from 1 January 2001.In March 2001, the warrant in respect of Jump Technologies Incorporated was exercised. As a result,the interest held by De Telegraaf in this associated company currently amounts to approximately 20%.On 4 April 2001, it was decided to take ’News.nl’ off the market with immediate effect in view ofthe anticipated overrun of the initial loss budgeted for 2001.

60

61

PROFIT APPROPRIATION AS PROVIDED FORIN THE ARTICLES OF ASSOCIATION

Pursuant to article 34 of the articles of association of N.V. Holdingmaatschappij De Telegraaf, thefollowing rules apply to the appropriation of profits:

1. Subject to the approval of the Supervisory Board and Stichting Beheer van prioriteitsaandelenN.V. Holdingmaatschappij De Telegraaf, the Managing Board shall decide every year what percentage of the profit - the positive balance of the profit and loss account - is to be added tothe reserves.

2. Out of the profits, after addition to the reserves in accordance with the preceding paragraph, adividend shall be paid on the amount paid in on the preference shares, the percentage of whichshall be equal to the average yield of Dutch medium-term government bonds as at the beginningof the financial year to which the distribution relates, increased by one per cent. The averageyield is determined by the Managing Board subject to the approval of the Supervisory Board.

3. A primary dividend amounting to five per cent of the nominal amount of their shares or - if theprofit is not sufficient for this - as high a percentage as possible, is then paid out to the holdersof ordinary shares and priority shares. Where it concerns priority shares, the percentage of theabove-mentioned dividend may not exceed the percentage of the legal interest rate prevailing onthe last day of the financial year in question.

4. If the distribution of dividend on preference shares, as referred to in paragraph 2, cannot be effected or not in full because the profit is not sufficient, the deficit shall be paid out of the distributable portion of shareholders’ equity. The dividend is determined over the paid-up portionof the nominal amount.

5. The remaining profit shall be at the disposal of the General Meeting provided that no further dividend is to be distributed on priority shares and preference shares.

62

SPECIAL RIGHTS UNDER THE ARTICLES OF ASSOCIATION

Priority shares

The priority shares are held by the Stichting Beheer van prioriteitsaandelen N.V. Holdingmaat-schappij De Telegraaf, the Board as at 31 December 2000 consists of Mrs J.A. Brewer-de Kosterand Messrs L.G. van Aken, E.F.M. Kok, A.J. van Puijenbroek and E.H. van Puijenbroek.

The goal of the foundation is to acquire and manage the priority shares in the company and,partly by means this, to ensure continuity in the management of the company, to defend againstinfluences on the management that could prejudice the company’s independence and would becontrary to the company’s interest, and to further a good policy in the company’s interest.

The powers attached to the priority shares consist, amongst other things, of the right of grantingapproval for resolutions for the issue of shares, of fixing the number of Managing Board and theirremuneration, of fixing the number of Supervisory Board of the company, and of taking the initiative for an amendment to the articles of association and dissolution of the company beforethe General Meeting of Shareholders can make a decision on that.

Declaration of independence

The Managing Board of N.V. Holdingmaatschappij De Telegraaf and the Board of Stichting Beheervan prioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf hereby declare that, in their jointopinion, the requirements in respect of the independence of the Board of Stichting Beheer vanprioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf, set out in Annex X to the Listing andIssuing Rules of Amsterdam Exchanges N.V., Amsterdam, have been fully satisfied.

Managing Board of N.V. Holdingmaatschappij De Telegraaf

Board of Stichting Beheer van prioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf

Amsterdam, March 2001.

63

Preference shares

The goal of Stichting Preferente Aandelen De Telegraaf is:

– To look after the interests of the company limited by shares N.V. Holdingmaatschappij De Telegraaf, established in Amsterdam, hereinafter called: ’the company’, the companies associated with it and all those involved, by defending the company as much as possibleagainst influences that could threaten its continuity, independence or identity and would becontrary to these interests.

– Defending the company against influences of third parties that could impair editorial independence, as well as the principles underlying editorial policy concerning news publicationsof enterprises within the group.

The foundation seeks to achieve this goal by acquiring preference shares in the company and byexercising the rights attached to these shares. In doing so, the foundation takes into account thepurpose for which preference shares may be issued.

This purpose does not include the sale, encumbrance or any other way of disposing of shares exceptin case of:– sale to the company itself or to a company associated with it within the group and designated

by the company;– collaboration in the repayment on and the cancellation of shares.

The right to issue preference shares of N.V. Holdingmaatschappij De Telegraaf has been grantedby Stichting Beheer van prioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf.

The Board consists of one Chairman and four members.Composition of the Board as at 31 December 2000:G.G. Witsen Elias (Chairman), S.E. de Jong, H. de Groot,E.F.M. Kok and A.J. van Puijenbroek.

As at the balance sheet date no preference shares had been issued.

Declaration of independence

The Managing Board of N.V. Holdingmaatschappij De Telegraaf and the Board of Stichting Preferente Aandelen De Telegraaf hereby declare that, in their joint opinion, the requirements inrespect of the independence of the Board of Stichting Preferente Aandelen De Telegraaf, set outin Annex X to the Listing and Issuing Rules of Amsterdam Exchanges N.V., Amsterdam, have beenfully satisfied.

Managing Board of N.V. Holdingmaatschappij De Telegraaf

Board of Stichting Preferente Aandelen De Telegraaf

Amsterdam, March 2001.

64

KEY FIGURES AS AT BALANCE SHEET DATE IN GUILDERS

2000 1999 1998 1997 1996

Shareholders’ equity x NLG 1,000 1,101,981 1,039,113 947,770 852,623 767,550

Shareholders’ equity asa percentage of total assets 61.6% 63.2% 65.3% 65.7% 65.9%

Current assets:short term liabilities 0.70 : 1 1.44 : 1 1.55 : 1 1.48 : 1 1.58 : 1

Shareholders’ equity:borrowed capital 1.60 : 1 1.72 : 1 1.88 : 1 1.92 : 1 1.93 : 1

Net turnover x NLG 1,000 1,787,533 1,589,614 1,520,374 1,357,754 1,283,228Cash flow x NLG 1,000 250,940 266,204 263,069 238,340 190,477Net profit x NLG 1,000 106,775 142,787 145,173 124,670 84,602

Net profit as apercentage of net turnover 6.0% 9.0% 9.5% 9.2% 6.6%

Operating profit as apercentage of net turnover 9.9% 12.3% 12.8% 12.8% 11.2%

Average net turnoverper employee 345,300 339,200 332,800 312,100 310,800Work force at year-end 6,070 5,337 5,180 4,901 4,599

Return on shareholders’ equity 9.7% 13.7% 15.3% 14.6% 11.0%Pay-out ratio 41.3% 36.0% 35.4% 35.4% 42.2%

Per share of NLG 0.50 par value:(rounded off to full cents)

Shareholders’ equity 20.99 19.79 18.05 16.24 14.62Cash flow 4.78 5.07 5.01 4.54 3.63Profit 2.03 2.72 2.77 2.37 1.61Dividend 0.84 0.98 0.98 0.84 0.68

Price: low 45.80 37.20 38.50 36.00 28.30Price: high 81.50 54.40 52.50 48.50 42.40

* Including a jubilee dividend. Movements EBITDAin relation to turnoverin millions of guilders

Turnover

EBITDA1996 1997 1998 1999 2000

1283

232 286 321 329 310

1358

15201590

1788

65

1995 1994 1993 1992 1991

789,138 722,404 658,536 610,755 563,487 Shareholders’ equity x NLG 1,000

Shareholders’ equity as70.3% 69.1% 68.2% 71.2% 63.9% a percentage of total assets

Current assets:2.25 : 1 1.87 : 1 1.43 : 1 1.33 : 1 1.11 : 1 short term liabilities

2.37 : 1 2.23 : 1 2.15 : 1 2.48 : 1 1.77 : 1 Shareholders’ equity:borrowed capital

1,151,505 1,092,584 1,048,712 803,589 790,058 Net turnover x NLG 1,000191,785 184,581 172,137 128,964 125,657 Cash flow x NLG 1,000101,312 91,425 77,006 70,057 72,621 Net profit x NLG 1,000

Net profit as a8.8% 8.4% 7.3% 8.7% 9.2% percentage of net turnover

Operating profit as a11.8% 11.3% 9.3% 10.1% 10.6% percentage of net turnover

Average net turnover282,000 266,500 252,300 281,900 277,800 per employee

4,528 4,551 4,573 3,079 3,103 Work force at year-end

12.8% 12.7% 11.7% 11.5% 12.9% Return on shareholders’ equity35.0% 35.9% 41.9% 36.7% 35.4% Pay-out ratio

Per share of NLG 0.50 par value:(rounded off to full cents)

15.03 13.76 12.54 11.63 10.73 Shareholders’ equity3.65 3.52 3.28 2.46 2.39 Cash flow1.93 1.74 1.47 1.34 1.38 Profit0.68 0.63 0.62 0.49 0.49 Dividend

21.50 18.85 11.50 10.13 9.75 Price: low30.75 25.06 19.88 11.81 12.94 Price: high

*

Number of employees in relation to turnover

Turnover Av. number of employees Turnover per employee

1996 1997 1998 1999 2000

Index 1996 =100

106 105100

118111 107

124114

109

139

125

111

66

Movements EBITDAin relation to turnoverin millions of euros

Turnover

EBITDA1996 1997 1998 1999 2000

582

105 130 146 149 141

616

690722

811

KEY FIGURES AS AT BALANCE SHEET DATE IN EURO

2000 1999 1998 1997 1996

Shareholders’ equity x 1,000 500,057 471,529 430,079 386,903 348,299

Shareholders’ equity asa percentage of total assets 61.6% 63.2% 65.3% 65.7% 65.9%

Current assets:short term liabilities 0.70 : 1 1.44 : 1 1.55 : 1 1.48 : 1 1.58 : 1

Shareholders’ equity:borrowed capital 1.60 : 1 1.72 : 1 1.88 : 1 1.92 : 1 1.93 : 1

Net turnover x 1,000 811,147 721,335 689,916 616,122 582,303Cash flow x 1,000 113,872 120,798 119,376 108,154 86,435Net profit x 1,000 48,452 64,794 65,877 56,573 38,391

Net profit as apercentage of net turnover 6.0% 9.0% 9.5% 9.2% 6.6%

Operating profit as apercentage of net turnover 9.9% 12.3% 12.8% 12.8% 11.2%

Average net turnoverper employee 156,690 153,922 151,018 141,625 141,035Work force at year-end 6,070 5,337 5,180 4,901 4,599

Return on shareholders’ equity 9.7% 13.7% 15.3% 14.6% 11.0%Pay-out ratio 41.3% 36.0% 35.4% 35.4% 42.2%

Per share of 0.50 par value:(rounded off to full cents)

Shareholders’ equity 9.52 8.98 8.19 7.37 6.63Cash flow 2.17 2.30 2.27 2.06 1.65Profit 0.92 1.23 1.26 1.08 0.73Dividend 0.38 0.44 0.44 0.38 0.31

Price: low 20.80 16.88 17.47 16.34 12.84Price: high 37.00 24.69 23.82 22.01 19.24

* Including a jubilee dividend.

67

1995 1994 1993 1992 1991

358,095 327,813 298,831 277,149 255,699 Shareholders’ equity x 1,000

Shareholders’ equity as70.3% 69.1% 68.2% 71.2% 63.9% a percentage of total assets

Current assets:2.25 : 1 1.87 : 1 1.43 : 1 1.33 : 1 1.11 : 1 short term liabilities

2.37 : 1 2.23 : 1 2.15 : 1 2.48 : 1 1.77 : 1 Shareholders’ equity:borrowed capital

522,530 495,793 475,885 364,653 358,513 Net turnover x 1,00087,028 83,759 78,112 58,521 57,021 Cash flow x 1.00045,973 41,487 34,944 31,790 32,954 Net profit x 1,000

Net profit as a8.8% 8.4% 7.3% 8.7% 9.2% percentage of net turnover

Operating profit as a11.8% 11.3% 9.3% 10.1% 10.6% percentage of net turnover

Average net turnover127,966 120,932 114,489 127,921 126,060 per employee

4,528 4,551 4,573 3,079 3,103 Work force at year-end

12.8% 12.7% 11.7% 11.5% 12.9% Return on shareholders’ equity35.0% 35.9% 41.9% 36.7% 35.4% Pay-out ratio

Per share of 0.50 par value:(rounded off to full cents)

6.82 6.24 5.69 5.28 4.87 Shareholders’ equity1.66 1.60 1.49 1.11 1.08 Cash flow0.88 0.79 0.67 0.61 0.63 Profit0.31 0.29 0.28 0.22 0.22 Dividend

9.76 8.55 5.22 4.60 4.42 Price: low13.95 11.37 9.02 5.36 5.87 Price: high

*

Number of employees in relation to turnover

Turnover Av. number of employees Turnover per employee

1996 1997 1998 1999 2000

Index 1996 =100

106 105100

118111 107

124114

109

139

125

111

68

Colofon

Design:Reclameafdeling Dagbladen

Photography:J. Knoote

S. van Rooij

The photography on theillustration pages has been

provided by our contributing(free-lance) photographers.

Printing & After-pressDrukkerij Van Ketel B.V.

This annual report is a translation

of the original text in Dutch, which is the

official version.

000-212/00

MANAGEMENT SUBSIDIARIES

B.V. Dagblad De Telegraaf

A.J.M. Boerma J. Elekan

De Telegraaf Tijdschriften Groep B.V.

W.Th.C. van Doorn (until 31 December 2000)Mrs. A.M.H. van Gaal (ad interim)E.T. van den Brakel (as of 1 January 2001)R. Mackloet (as of 1 January 2001)

TTG Sverige ABMrs. K. Neld

Telegraaf Sponsored Media B.V.E.T. van den BrakelR. Mackloet

B.V. RotatiedrukkerijVoorburgwal

R. van der Plasse

B.V. BeleggingsmaatschappijVoorburgwal

L.G. van AkenF.Th.J. ArpW.O. KokJ. Olde KalterH. Schor A.J. Swartjes

B.V. Agentenadministratie-kantoor ‘t Gooi

A.J. Swartjes

De Telegraaf Transport B.V.

W.P. DelputH. Schor

BasisMedia B.V.

F. Volmer

Uitgeversmaatschappij De Trompetter B.V.

A.C.P. Peters

De Kempen Pers B.V.A.C.P. Peters

Drukkerij Van Groenigen B.V.

F.Th.J. ArpA.J. Swartjes

Franken Beleggings-maatschappij B.V.

F.Th.J. ArpA.J. Swartjes

Biegelaar Groep B.V.

P.T. Jorritsma

Biegelaar en Jansen B.V.C. Smits (titular)

Franken B.V.J. de Haan

Drukkerij Van Ketel B.V.J.R. Talsma (titular)

Nederlands Drukkerij Bedrijf B.V.J. Geitenbeek

Media Groep Limburg B.V.

F.A.M. van HellemondtH.C. Straat

Uitgeversmaatschappij Limburgs Dagblad B.V.J.W. Goessens

Uitgeversmaatschappij De Limburger B.V.G.H. Vogelaar

Grafisch Bedrijf Media GroepLimburg B.V.H.J.M.M. Eykenboom

Limburgse Dagbladen Combinatie B.V. R. Holterman

Media Groep LimburgElektronische Media B.V.J.J.W. Janssen (ad interim)

Hollandse Dagblad-combinatie B.V.

G.P. ArnoldP. van der ChijsB.M. EssenbergJ.E. van Ketel

Verenigde NoordhollandseDagbladen B.V.P. van der ChijsJ.E. van KetelE.P. van der Kley (until 18 January 2001)

Dagbladuitgeverij Damiate B.V.B.M. Essenberg

B.V. Drukkerij NoordhollandJ.E. van Ketel

InterHolland Verspreiders B.V.P. van der Chijs

Houdstermaatschappij De Gooi- en Eemlander B.V.G.P. Arnold

Dagblad De Gooi- enEemlander B.V.G.P. Arnold

Goois Weekblad B.V.H.W.Th.A. Ligthart

Hollandse Huis-aan-huis-bladen Combinatie B.V.

J. Smit

B.V. Uitgeverij De EchoF.H.M. Nijpels

B.V. Reclame ‘t GooiJ.B. van DijkH.F.F. Schaeffer

B.V. NoorderpersJ.H.H. Nijpels

Uitgeverij Van Groenigen B.V.R.D. Keller

Uitgeverij HET B.V.R.D. Keller

Logistiek B.V. i.o.

W.P. DelputJ.J.M. van der Veen

Reclameverspreidbureau Spiral B.V.J.J.C.H. Litjens(ad interim)

B.V. Dagblad

De Telegraaf

BiegelaarGroep B.V.

TravelPortalB.V.

(50%)

ZoomnetB.V.

(50%)

AdvancedMatchingSystems

Europe B.V.

(5%)

Regio Ibeheer B.V.

i.o.

(25%)

Regio Ibeheer B.V.

i.o.

(25%)

Regio Ibeheer B.V.

i.o.

(25%)

FrankenBeleggings-

maatschappij B.V.

De TelegraafTijdschriftenGroep B.V.

BasisMediaB.V.

B.V. Rotatie-drukkerij

Voorburgwal

De TelegraafTransport

B.V.

Hollandse Huis-aan-

huisbladenCombinatie

B.V.

B.V.Beleggings-

maatschappijVoorburgwal

Media Groep

LimburgB.V.

B.V. Agenten-

administratie-kantoor’t Gooi

Logistiek B.V. i.o.

Hollandse Dagblad-

combinatieB.V.

DrukkerijVan

GroenigenB.V.

MediaGroep West

B.V.

(90%)

SBSBroadcasting

B.V.

(30%)

DrukkerijVan Ketel

B.V.

FrankenB.V.

Biegelaar en Jansen

B.V.

NederlandsDrukkerij

BedrijfB.V.

TTGSverige

AB

GrafischBedrijf

Media GroepLimburg

B.V.

Uitgevers-maatschappij

LimburgsDagblad

B.V.

Televisie-bedrijf

LimburgB.V.

(45%)

Omroep-bedrijf

LimburgB.V.

(45%)

Exploitatie-maatschappij

Nr. 1B.V.

(40%)

Uitgevers-maatschappijDe Limburger

B.V.

Media GroepLimburg

ElektronischeMedia B.V.

LimburgseDagbladenCombinatie

B.V.

De TelegraafSponsoredMedia B.V.

UitgeverijVan

GroenigenB.V.

B.V.UitgeverijDe Echo

B.V. Reclame’t Gooi

B.V.Noorderpers

Uitgevers-maatschappij

De Trompetter

B.V.

Reclame-verspreid-

bureauSpiral B.V.

Dagblad-uitgeverijDamiate

B.V.

Houdstermij.De Gooi- enEemlander

B.V.

InterHollandVerspreiders

B.V.

VerenigdeNoord-

hollandseDagbladen

B.V.

B.V. DrukkerijNoord-holland

Uitgeverij HET B.V.

De KempenPers B.V.

DagbladDe Gooi- enEemlander

B.V.

GooisWeekblad

B.V.

AutobytelNederland

v.o.f.

(37,5%)

JumpTechnologies

Inc.

(8,4%)

Wegener N.V.

(22,3%)*

De NationaleRegiopers

C.V.

(19,6%)

InteractiveReal

Estate.comB.V.

(50%)

NWIServices

B.V.

(20%)

MobillionB.V.

(70%)

STRUCTURE OF THE TELEGRAAF COMPANY JANUARY 2001

* An average of ordinary and preference shares.