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TELETYPOS TELEVISION PROGRAMMES S.A. “MEGA CHANNEL - GREECE” FINANCIAL STATEMENTS (1 st January 2013 31 st December 2013)

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Page 1: TELETYPOS TELEVISION PROGRAMMES S.A. “MEGA …media.megatv.clients.interactive.netuse.gr/pegasus/Multimedia/pdf/... · Stavros P.Psicharis President of the Board of Directors Athanasios

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

FINANCIAL STATEMENTS

(1st

January 2013 – 31st December 2013)

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CONTENTS Pages

BOARD OF DIRECTORS’ ANNUAL REPORT 1-23

AUDITOR’S REPORT 24-25

STATEMENT OF COMPREHENSIVE INCOME 26-27

STATEMENT OF FINANCIAL POSITION 28

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY 29

STATEMENT OF CASH FLOWS 30

1. GENERAL INFORMATION 31

2. ADOPTION OF NEW AND REVISED INTERNATIONAL FINANCIAL

REPORTING STANDARDS 32-34

3. SIGNIFICANT ACCOUNTING POLICIES 35

3.1. Statement of compliance 35

3.2. Historical cost convention 35

3.3. Investments in associates 35

3.4. Foreign currency transactions and balances 35-36

3.5. Borrowing Costs 36

3.6. Programme and film rights 37

3.6.1. Self-owned television programmes 37

3.6.2. Licensed third parties’ TV programmes 37

3.7. Depreciation and Amortisation 38

3.8. Taxation 39

3.9. Inventories 40

3.10. Provisions 40

3.11. Revenues recognition 40

3.12. Impairment of assets 40

3.13. Trade receivables 40

3.14. Investments 41

3.15. Cash and cash equivalents 41

3.16. Bank Loans 41

3.17. Trade creditors 41

3.18. Patents and trademarks 42

3.19. Retirements benefits 42

3.20. Chance in Accounting Policy 42

4. SEGMENT INFORMATION 43

5. FINANCIAL ASSETS 43

5.1.Financial assets 43

5.1.1 Financial assets at fair value through profit or loss 43

5.1.2 Held-to-maturity investments 43

5.1.3 Available-for-sale financial assets 43

5.1.4 Loans and receivables 44

5.1.5 Impairment of financial assets 44

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5.2.Financial liabilities and equity instruments issued by the Group 44

5.2.1 Equity instruments 44

5.2.2 Financial liabilities 45

5.2.2.1 Financial liabilities at fair value through profit and loss 45

5.2.2.2 Other financial liabilities 45

5.3.Derivative financial instruments 45

6. CRITICAL ACCOUNTING JUDGMENTS AND MANAGEMENT’S ESTIMATION 46

7. DIVIDENDS 46

8. REVENUE 47

9. OPERATING EXPENSES 47

10. OTHER EXPENSES 48

11. OTHER INCOME 48

12. TAXATION 49-50

13. INTANGIBLE ASSETS-PROGRAMME RIGHTS 51

14. TANGIBLE ASSETS 52

15. INVESTMENTS-SHARES IN ASSOCIATED AND SUBSIDIARY COMPANIES 53-54

16. OTHER FINANCIAL ASSETS 54

17. TRADE AND OTHER RECEIVABLES 54-55

18. DEFERRED TAXES 55-56

19. PREPAID PROGRAMME RIGHTS AND SUNDRY EXPENSES 57

20. CASH AND CASH EQUIVALENT 57

21. SHARE CAPITAL 57-60

22. RESERVES 60

23. LONG TERM LIABILITIES 61

23.1. Debenture Loans 62-63

23.2. Retirement indemnities as calculated by the actuarial company ‘Hewitt Associates’ 63-64

24. TRADE AND OTHER PAYABLE 65

24.1. Taxes and duties 65

24.2. Other creditors 66

24.3. Accrual expenses 66

25. SHORT TERM BORROWING 67

26. ISSUED SHARES 67

27. LOSSES PER SHARE 68

28. FINANCIAL INSTRUMENTS 69

28.1 Significant accounting policies 69

28.2. Fair value of financial instruments 69

28.3. Financial risk management objectives 70

28.4 Market –Foreign currency 70

28.5 Interest rate risk management 70-71

28.6 Credit risk management 71

28.7Liquidity risk management 72-73

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29. EFFECTS OF THE AMENDED IAS 19 74-75

30. CONTINGENT LIABILITIES 76

31. FINANCIAL COMMITMENTS 76

32. REMUNERATION OF EXECUTIVES AND MANAGEMENT 76

33. RELATED PARTIES TRANSACTIONS 77

34. EVENTS AFTER THE STATEMENT OF FINANCIAL POSITION DATE 78

35. APPROVAL OF FINANCIAL STATEMENTS 79

36. TABLE OF USE OF FUNDS RAISED 80

REPORT OF FACTUAL FINDINGS 81-82

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Page 1

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL”

BOARD OF DIRECTORS

DECLARATION

in accordance with Article 4 § 2 Law 3556/2007 on the company’s financial statements and

Board of Directors Report

Members of the Board of Directors:

1. Stavros P.Psicharis, President of the Board of Directors

2. Athanasios G.Andreoulis, Managing Director

3. Antonios T.Theocharis, Member of the Board of Directors

We declare that:

a. the consolidated and separate financial statements of the period 1st January 2013 to 31

st December

2013, which were prepared in accordance with the prevailing Accounting Standards, fairly present

the assets and Liabilities, the net worth and the income statement of Teletypos S.A. and of the

subsidiary entity which is included in the consolidated financial statements, as a whole

b. the Board of Directors Report on the consolidated and individual financial statements fairly

present, the performance and the financial position of Teletypos S.A., and of the subsidiary entity

which is included in the consolidated financial statements as a whole.

Athens, 06/03/2014

Stavros P.Psicharis

President of the Board of Directors

Athanasios G. Andreoulis

Managing Director

Antonios T.Theocharis

Member of the Board of Directors

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Page 2

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Board of Directors’ Annual Report for the period January 1st to

December 31st 2013

The Board of Directors’ Annual Report refers to the financial year of 2013. The Financial Statements are

in accordance with the provisions of the Law 3556/2007 as well as the relevant decisions of the Hellenic

Capital Market Committee and especially the decision 7/448/11.10.2008 and the interpretation circular

number 595/ 12.2.2008

A. Summarised report of the financial statements of the parent company and of the group for the

accounting year 1/1-31/12/2013

B. Major risks and uncertainties

C. Related party transactions

D. Events after the balance sheet date

E. Financial instruments

F. Company’s prospects

G. Activities in the field of research and development

H. Branches

I. Corporate Governance

J. Explanatory report

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Page 3

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Board of Directors’ Annual Report for the period January 1st to December

31st 2013

A. Summarized report of the financial statements of the parent company and of the group for the

period 1/1-31/12/2013

A1. Company

Statement of financial position

Total current assets for 2013 is 101,9 million euro from 96,7 million euro in 2012. 38,2% of the current

assers are programme. Investments in programme and tangible assets for 2013 amount to 22,9 million

euro of which the purchase of programme rights embedded in depreciation policy of seven (7) years

from the first screening is 15.7 million euros from 24.8 and 16.6 million respectively in 2012

Total equity of the company is (in thousands euro):

2013 2012

Balance 31/12 (previous period) 42.322 53.283

Revaluation reserves from shares 48 23

Share capital increase 14.750 10.079

Adjustments for IFRS 19 1.546 1.279

Losses of the year (21.340) (22.342)

37.326 42.322

The short-term borrowings in 2013 amount to 88 million euro from 88.6 million euro in 2012. 53% of the

short-term borrowings refer to trade and other payables and the 47% refers to short-term borrowings.

Long-term liabilities is a debenture loan of 98.000.000 euro. The loan has a floating interest rate, based

on 6month Euribor plus spread 6%. The duration is 48 months. *The banks that participated in the loan

are Alpha Bank, Piraeus bank, Eurobank Ergasias bank and National Bank. Alpha Bank is the

administrative bank. The loan is payable in six instalments as follows:

Date of Payment Long-term Short-term Total

Portion Portion

Debenture Loan 28-Jun-14 0 2.940.000 2.940.000

Debenture Loan 28-Dec-14 0 5.880.000 5.880.000

Debenture Loan 28-Jun-15 5.880.000 0 5.880.000

Debenture Loan 28-Dec-15 8.820.000 0 8.820.000

Debenture Loan 28-Jun-16 8.820.000 0 8.820.000

Debenture Loan 28-Dec-16 59.780.000 0 59.780.000

Total 83.300.000 8.820.000 92.120.000

Issuance expenses of the loan** (1.018.385) - (1.018.385)

82.281.615 8.820.000 91.101.615Total long-term liabilities

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Page 4

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Board of Directors’ Annual Report for the period January 1

st to December

31st 2013

* All manner requirements of bondholders arising or will arise from the Debenture Loan will be secured

by:

First-mortgage prenotation amounting € 5,000,000 on the property of the company.

-Pledge / assignment of receivables amounting to a minimum of € 10,000,000

-Pledge of 600,000 common shares of the subsidiary company "TILETYPOS CYPRUS 'of nominal value

€ 1,71 each.

-Future collateral on property rights of the company.

Pledging / assignment of rights to the film library valued annually at values not less than € 115,000,000.

-Lien on the domestic trademark "MEGA". The trademark was never evaluated.

-Pledge / assignment of receivables from insurance contract with ETHNIKH INSURANCE COMPANY.

** For financial instruments carried at amortized cost, such as loans, transaction costs are included when

calculating the amortized cost using the effective interest rate, and in fact are amortized through the

income statement over the life of the instrument. The difference between the actual and the nominal

interest rate is 0.6 percentage points.

* On 07.11.2013 the company prepaid bonds amounting to 5.88 million euro of initial expiration date of

28/12/2013.

The total bank loans in 2013 is 123,7 million euro from 123,5 million euro in 2012, whereas the net bank

loans in 2013 is 115,5 million euro from 116.6 million euro in 2012.

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Page 5

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Board of Directors’ Annual Report for the period January 1

st to December

31st 2013

Statement of Comprehensive Income

The turnover of the parent company was decreased 8,2% reaching 76,6 million euro compared to 83.5

million euro in 2012. This decrease is due solely to the general economic crisis of the global markets

which affected the Greek advertising market.

2013 2012 %

(in million

euros)

(in million

euros)

Programme cost 53,8 50,9 5.7%

Cost of News Bulleting & Technical Support 29,1 33,6 -13.3%

Cost of Sales 82,9 84,5

Administration Expenses 5,1 5,6 -10.2%

Distribution Expenses 2,2 2,3 -1.7%

Total 7,3 7,9

Programme cost increased by 2.9 million euro (-5.7%) whereas cost of news bulletins & technical support

decreased by 4,5 million euro (-13.3%)

Administrative and selling and distribution expenses were reduced by 7.8% in the year 2013 compared to

the year 2012 .

In 2013 Teletypos S.A. reported losses after taxation of 21.34 million euro. Analytically, the results of

2013 in comparison with those of 2012 are:

2013

(million euro)

2012

(million euro)

Earnings/(Losses) before tax and dividends (23,99) (20,50)

Income taxation and other taxes 2,65 (3,34)

Dividend of subsidiary Teletypos Cyprus Ltd 0 (1,5)

Earnings- Losses after tax (21,34) (22,34)

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Page 6

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Board of Directors’ Annual Report for the period January 1

st to December

31st 2013

Taxation

The company has closed its open tax years up to the year 2009.

The last tax audit was for the years 2005, 2006, 2007, 2008 and 2009 and it was completed in 2011. The

additional taxes were due to expenses which were not considered by the tax auditors as tax allowable.

Nevertheless, the management has its own reservations. The additional taxes per year are as follows:

The sum of the tax obligations are going to be paid in 36 settlements.

Payment due 31/12/2013 2.146.407

Outstanding payment 0

The nature of accounting differences as computed by tax authorities which allows to management the

option of not accepting them as basis. For this reason no provision has been made for contingent liability

for the open tax years.

The nature of the expenses which were considered by the tax authorities as non tax allowable allows to

management the expectation that similar expenses cannot be considered as basis for additional taxes for

the open tax years as well. Therefore no provision has been made as contingent liability for the open tax

years.

For the period 01/01/2011 to 31/12/2011 and for the period 01/01/2012 to 31/12/2012 tax audit has been

conducted by the auditors in accordance with Article 82 § 5 of Law 2238 and tax certificate has been

issued without qualification.

For the period 01/01/2013 to 31/12/2013 the tax audit from the auditors is in progress and until the

signing date of the financial statements it had not been completed.

Year Tax obligation

(in euro)

2005 481,536

2006 537,925

2007 415,352

2008 370,978

2009 340,616

2,146,407

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Page 7

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Board of Directors’ Annual Report for the period January 1st to December

31st 2013

A2. Group

Statement of financial position

According to the 12th consolidated statement of financial position with the 100% subsidiary Teletypos

Cyprus LTD on 31.12.2013, the total current assets amounted to 102.6 million euro compared to 97.9

million euro in 2012.

Equity amounts to 39.2 million euro compared to 43.2 million euro in 2012. Short-term liabilities

amounted to 85,9 million euro, 52% of which relates to suppliers from 87,8 million euro in 2012.

Statement of Comprehensive Income

Consolidated turnover was decreased by 8,7% amounted to 77.3 million euro compared to 84.6 million

euro in 2012. Teletypos’ Cyprus LTD turnover is exclusively derived from the selling of rights, to

television channels.

Consolidated results after taxation were losses of 20,4 million euro compared to losses of 22,2 million

euro in 2012.

Financial Ratios

The following table presents the main financial ratios of the Company.

a. Profitability ratios

31.12.2013 31.12.2012

Parent Consolidated Parent Consolidated

Return on equity 57,17% 52,16% 52,79% 51,37%

b. Liquidity ratios 31.12.2013 31.12.2012

Parent Consolidated Parent Consolidated

Current ratio 1,16 1,19 1,09 1,11

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Page 8

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Board of Directors’ Annual Report for the period January 1st to December

31st 2013

c. Financial leverage ratios

31.12.2013 31.12.2012

Parent Consolidated Parent Consolidated

Debt to equity ratios 4,76 4,48 4,43 4,32

Total debt to EBIDTA 5,78 5,54 5,48 5,44

EBIDTA to interest charges 3,16 3,26 3,64 3,66

B. Major risks and uncertainties

Market – Foreign currency

The company’s activities are mainly in the domestic market. The fluctuations between currency exchange

rate have effect only at the acquisition of foreign programme which is expressed in currency other than

euro. The company does not enter into any derivative financial instrument to manage its exposure since it

considers that the risk is immaterial.

The following table gives an indication of the impacts of dollar exchange rate fluctuations on the

company’s earnings and equity.

Sensitivity Analysis of Changes in dollar exchange rates

Foreign

currency

Dollar

Indicative changes

of exchange rates

Impact on in the

profit before tax

(euro)

Impact on the

equity

(euro)

Year 2012 US$ 1% 20.000 20.000

-1% (20.000) (20.000)

Year 2013 US$ 1% 20.000 20.000

-1% (20.000) (20.000)

The above mentioned calculations are based on the assumptions that all variables are unchanged except

of the fluctuation of euro-dollar exchange rates.

Interest rate risk

The company is exposed to interest rate risk as it borrows long-term funds at floating interest rate. The

risk is managed by the group by the use of interest rate swap contracts. These hedging actions are being

evaluated periodically in order to estimate their effectiveness.

The following table presents an indication of the impacts of interest rate fluctuations on the company’s

earnings and equity.

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Page 9

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Board of Directors’ Annual Report

for the period January 1st to December 31

st 2013

Interest rate

fluctuation

Impact on the profit

before tax

(euro)

Impact on the equity

(euro)

Year 2012 +1% (1.065.000) (1.065.000)

-1% 1.065.000 1.065.000

Year 2013 +1% (1.070.000) (1.070.000)

-1% 1.070.000 1.070.000

The above mentioned calculations are based on the assumptions that the company’s borrowing is the

same in both nature and sizes as that of 2013 and 2012.

Credit risk management

Credit risk refers to the possibility of non-collectability of trade receivables generated from the normal

activities of the Company:

In the year 2013, although the recession and lack of liquidity still holds, the credit risk has decreased.

The doubtful receivables, pertaining to long outstanding checks receivable and outstanding current

advertising balances for companies who face financial difficulties amounted to 8,5 million euro in 2011,

2,8 million euro in 2012 and 0,48 thousands in 2013.

Nevertheless, the Company has taken the following precautions and adopted the following policy to

minimize the credit risk as follows:

- continuous evaluation of the customers credit rating

- decrease in the credit period granted for receivables

- partial guarantee provided by the customers

- partial insurance cover of receivables

Additionally, credit risk exposure is limited, since trade receivables consist of a large number of

customers and there is no dependence on specific customers.

Liquidity risk management

The company manages the liquidity risk firstly through managing credit period granted to customers and

credit period given by suppliers. Additionally it manages liquidity risk through managing cash resources

available (cash and banks), and the availability of bank credit facilities if the need arises. The continuous

monitoring of budget performance and the actions taken in case of fluctuations between budget and actual

ensures proper balance of cash inflows and outflows.

The tables below are indicative of the settlement dates of the liabilities and receivables of the company

and of the group.

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Page 10

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Board of Directors’ Annual Report for the period January 1st to December

31st 2013 A. LIABILITIES

COMPANY

31/12/2012 Within one year

From 1 to 5

years After 5 years Total

Loans 32.814.510 90.675.535 - 123.490.045

Suppliers and others 55.754.868 0 8.381.601 64.136.470

TOTAL 88.569.378 90.675.535 8.381.601 187.626.515

31/12/2013

Loans 41.402.078 82.281.615 - 123.683.693

Suppliers and others 46.613.542 481.000 6.853.102 53.947.664

TOTAL 88.015.620 82.762.615 6.853.102 177.631.337

GROUP

31/12/2012 Within one year

From 1 to 5

years After 5 years Total

Loans 32.814.510 90.675.535 - 123.490.045

Suppliers and others 55.014.126 0 8.381.601 63.395.727

TOTAL 87.828.636 90.675.535 8.381.601 186.885.772

31/12/2013

Loans 41.402.078 82.281.615 - 123.683.693

Suppliers and others 44.502.334 481.000 6.853.102 51.836.436

TOTAL 85.904.412 82.762.615 6.853.102 175.520.129

B. RECEIVABLES

The invoicing / credit policy followed by the company is cash sales and sales on credit. Cash

sales are completed with the collection of the total invoiced amount within 30 days from the

issue of the invoice, and sales on credit are completed with VAT collection in 30 days from the

issue of the invoice and the collection of the remaining amount in 160 days.

Debtors’ balances at 31/12/2013 are not covered by any form of collateral.

Maturity of the outstanding debtors’ balances is grouped within 12 months and there are no other

material outstanding balances beyond 6 months.

On 31/12/2013 the total of receivables that were characterized as doubtful were:

Clients 5.798.467

Checks delayed 10.525.829

Fund of Newspapers’ Staff of Athens and Salonika

(Advertising Stamp Duty) 988.848

17.131.144

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Page 11

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Board of Directors’ Annual Report for the period January 1

st to December

31st 2013

Towards the doubtful receivables mentioned above, a provision of € 17.313.144 has been created.

Apart from the doubtful debts there are no other receivables on delay.

Working Capital

Given what is mentioned above, and the possibility of the continuing recession and prevailing public

policy. It is forecasted that in the forthcoming 12 months the working capital would not be sufficient for

the company to operate. The deficiency in the working capital would be covered through an increase in

the share capital and the better management of receivable and payables (if needed).

Uncertainties faced

The company operates in an environment that is characterised by continuous monitoring from the

Government and a strict legal environment. The product generated is subject to social evaluation criteria

and the competition is high. There is uncertainty regarding the level of broadcasting which is a major

factor relating to income generated. The company has history of a number of years and is well established

and therefore the risk in this area is low.

C. Related party transactions

Related parties, apart from the company TELETYPOS CYPRUS Ltd. (100%) and the company Logos

Cyprus (25%), there are companies on which member of the Board of Directors exercise significant

influence (Transactions with subsidiary company have been eliminated in the consolidation).

Substantial transactions with related parties are as follows:

Programme production Payable

1/1-31/12/13 1/1-31/12/12 1/1-31/12/13 1/1-31/12/12

ANOSI S.A. 6.573.724 6.185.054 10.225.355 9.902.569

ATA S.A. 2.815.760 3.088.473 4.723.774 4.719.420

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Page 12

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Board of Directors’ Annual Report for the period January 1st to December

31st 2013

The above companies activities are in the specified sector of programme production and are subsidiaries

of the main shareholders, while having common members in their Board of Directors with those of the

company itself. All transactions are at arms length and according to the adopted invoicing policy.

There were not change on the transactions described in the last annual report that had any major impact

on the financial position and on the company’s and group’s performance during the current financial

year.

D. Important events after the balance sheet date

There are no events after the balance sheet date which affect the company and disclosure of which is

required by the International Financial Reporting Standards.

a) At 19/02/2014 the proceedings of the 10/2/2014 Board of Directors of Teletypos S.A. was registered

at General Electronic Commercial Registry (G.E.MI.) with a registration number 160286, according to

which:

a) Athanasios Andreoulis was elected as a member of the Board of Directors as a replacement of

Antonios Theocharis which resigned at 07/02/2014. Antonios Theocharis was elected as an independent

non-executive member as a replacement of Georgios Aidinis which resigned at 07/02/2014.

b) The new Board of Directors is as follows:

Stavros P. Psicharis - Chairman, non-executive member

Athanasios G.Andreoulis - CEO , executive member

Elias E.Tsigas - Non-executive member

Georgios F. Bobolas - Non-executive member

Fotios G.Bobolas - Non-executive member

Panagiotis S.Psicharis - Non-executive member

Antonios T.Theocharis - Independent non-executive member

Georgios I.Prouanidis - Independent non-executive member

Τhe Board of Directors will be in office until 01/07/2018.

β) At 10/02/2014 702.420 euro were debited to the bank account of ‘DIGITAL PROVIDER S.A.’ as a

result of the approval of a share capital increase from the Board of Directors of 4.500.000 euro which was

taken at 16/09/2013. The amount of 702.420 euro corresponds to the participation of Teletypos S.A. in

the share capital increase. Until the day of the approval of the company’s financial statements the share

capital increase has not been completed.

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Page 13

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Board of Directors’ Annual Report for the period January 1st to December

31st 2013

E. Financial instruments

Significant accounting policies

Accounting policies adopted in reference with the financial instruments including the criteria for the

recognition, the basis of measurement and the basis on which income and expenses are recognised in

respect of each class of financial assets, financial liability and equity instrument, are disclosed in note 5 to

the financial statements of 31/12/2013.

Group Company

Categories of financial instruments 31.12.13 31.12.12 31.12.13 31.12.12

Financial Assets

Receivables (including cash and cash

equivalents) 63.018.719 57.085.639 62.279.808 55.894.740

Available-for-sale financial assets 156.512 85.103 156.512 85.103

Financial Liabilities

Carrying amounts of payables (including loans) 175.520.129 186.885.772 177.631.337 187.626.514

Fair value of financial instruments

The management of the company considers that the carrying amount of the financial liabilities recognised

in financial statements do not materially differ from their fair values.

Exceptionally investment in shares of a company listed in Athens Stock Exchange is measured at the

closing value of 31/12/2013.

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Page 14

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Board of Directors’ Annual Report for the period January 1st to December

31st 2013

F. Company’s prospects

Business Prospects

Along with its dominance in advertising market, MEGA is also competitive in television broadcasting

ratings. In 2013 Mega maintained its leading position in total audience (20,0%) leading by 2,2%

difference from the second channel (Antenna). Also, in full day and specifically in commercial audience

(people aged 15-44) Mega remains first since 2005 (audience share 19%). Finally, in 2013 its commercial

audience in the prime time zone Mega maintained its first ranking with 23,2%.

Total day – Total audience

2011 2012 2013

Μega 20,0% 21,6% 20,0%

Antenna 17,0% 16,8% 17,8%

Alpha 13,1% 12,0% 13,9%

Star 10,4% 10,7% 10,7%

Net** 7,6% 8,1% 6,2%

ΣΚΑΙ 5,6% 7,9% 9,6%

ΕΔΤ* - - 4,0%

ΕΤ3** 3,3% 3,8% 3,5%

ET1** 2,3% 3,1% 2,9%

Alter 7,0% 0,0% 0,0% Source: Νielsen Audience Measurement

Total day – Commercial audience (15-44)

2011 2012 2013

Μega 18,9% 20,4% 19,0%

Antenna 17,8% 17,3% 18,2%

Alpha 14,6% 13,2% 14,9%

Star 13,6% 14,3% 13,4%

ΣΚΑΙ 6,2% 7,3% 7,9%

Net** 5,0% 5,2% 3,6%

ΕΔΤ* - - 2,5%

ET1** 1,8% 2,6% 2,3%

ΕΤ3** 1,9% 2,1% 1,9%

Alter 5,4% 0,0% 0,0% Source: Νielsen Audience Measurement

Prime time (21:00 - 23:59) – Commercial audience (15-44)

2011 2012 2013

Μega 23,1% 25,1% 23,2%

Antenna 19,0% 17,1% 17,0%

Alpha 14,6% 11,2% 13,7%

Star 12,6% 13,6% 13,4%

Net** 5,3% 5,9% 4,9%

ΣΚΑΙ 5,3% 5,6% 6,4%

ΕΔΤ* - - 3,1%

ET1** 1,6% 3,4% 3,0%

ΕΤ3** 1,7% 2,0% 2,1%

Alter 3,4% 0,0% 0,0% Source: Νielsen Audience Measurement

*ΕΔΤ: from 10/7/2013

**ΕΡΤ: from 11/6/2013

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Page 15

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Board of Directors’ Annual Report for the period January 1st to December

31st 2013

In 2010 Mega achieved the highest share in the daily total, as well as in the population total (20,5%) since

1999 with a difference of 4,7% from the second channel (Antenna). In the commercial audience (15-44

years old) Mega was first in comparison with the rest of the channels for the 6th consecutive year with

19,8% in the daily total, with a 2,1% difference from the second (Antenna). For the time margin between

18:00 and 20:00 Mega had the highest share for the station since 17 years ago (39,4%). In the meantime

Mega achieved taking 4 out of 5 positions in the TOP 5 of favorite programmes both in total as well as in

the 15-44 year old audience with the series “The Island”, the tele-movie“50-50, The Great Feast”, the

series “The Life of the Other” and the greek movie “My daughter’s marriage”. The series “The Island”

has been the most successful plot programme for 10 years now, with a share of 30% or 3.053.000 average

spectators. As far as the news bulletin is concerned, the main news bulletin has been the first for five

consecutive years with an average television share of 24,5%.

In 2011 Mega achieved the highest share in the daily total with a share of 20% for the 6th consecutive

year. In the commercial audience (15-44 years old) Mega remained first in comparison with the rest of

the channels for the 7th consecutive year with 18,9% in the daily total. In the prime-time zone, Mega

remained first for the 5th consecutive year with a share of 22,4%, the highest share since 2003.In the

meantime Mega achieved taking 4 out of 5 positions in the TOP 5 of favorite with the series “The

Island”, “Back home”, “The Life of the Other” and “Clinical Case”. As far as the news bulletin is

concerned, the main news bulletin has been the first for five consecutive years with an average television

share of 26,1%.

In 2012, Mega remained first with the highest share in the daily total (21,6%) for the 7th consecutive year,

whereas in the commercial audience (15-44 years old) Mega remained first for the 8th consecutive year.

In the prime time zone (21:00-24:00), Mega was first for the 6th consecutive year with a share 23,1%.

Similar to 2011, in 2012 four and the five positions in the TOP 5 of favorite series belong to Mega: “The

Life of the Other”, “Clinical Case”, “The King”, and “Back home”. As far as the news bulletin is

concerned, the main news bulletin has been the first for sixth consecutive years with an average television

share of 27,6%.

In 2013 Mega remained first with the highest share in the daily total (20,0%) for the 8th consecutive year.

In the commercial audience 15- 44, Mega remained first for the 9th consecutive year with 19,0%. In the

price time zone (21:00- 24:00) Mega was first for the 7th consecutive year with a share of 21,3%. In

2013, three out of the five positions in the TOP 5 of favorite series belong to Mega: «Master Chef 2»

(32,7%), «With the pants down» (33,4%) και «The House of Emma» (32,9%). As far as the news bulletin

is concerned, the main news bulleting has been the first for the 7th consecutive year with an average

television share of 23%.

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Page 16

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Board of Directors’ Annual Report for the period January 1st to December

31st 2013

Goals for 2014:

Total advertising spending for the TV sector in 2014 is expected to range from -4% to +2%.

The first and foremost objective is to ensure adequate cash resources and liquidity to the

company

To achieve the above goals the Company is performing the following:

To decrease the credit with its customers by reducing the number of days of credit granting

To maintain its first place in the television view and in the advertising section

To further reduce the total cost and maintain the quality of the programs and the technological

infrastructure.

To maintain the quality of the staff and the other associates.

G. Activities in the field of research and development

For the internally generated intangible assets (own produced programme i.e. TV movies, series,

entertainment programmes, talk shows, sports, variety shows) the company implements the

provisions of IAS 38 by accounting research costs as expenses (Concept and scene selection and

rates of series promoting the program, audience appreciation, etc.) and capitalizing development

costs (the own produced programme) if they meet all the criteria for recognition laid down in IAS

38.

Expenses for research for the year 2013 amount to € 4.772 thousands and for development to

€22.519 thousands.

H. Branches

The company has a branch in Thessaloniki without significant activities.

I. Corporate Governance

i. Code of Corporate Governance

The company in accordance with what is stipulated in law number 3873/2010 has electronic adopted

voluntarily and has applied the code of Corporate Governance. This code is displayed in the site of the

company www.megatv.com.

ii. Practical corporate Governance matters which the company applies in addition to what is

stipulated in the law.

The company has not adopted additional practices other than those provided by the law.

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Page 17

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Board of Directors’ Annual Report for the period January 1st to December

31st 2013

iii. Description of the main characteristics of the system of internal control and risk management of

the company, in relation to the procedures applied in the preparation of the Company’s and the

Consolidated Financial Statements.

System of Internal Control

The Board of Directors recognizes its responsibilities for the preparation of the financial statements. For

this purpose it has implemented procedures that will enable the financial statements to be prepared on a

timely basis, be free of misstatements and be reliable at the same time. Prerequisite to that is the adoption

of a reliable Accounting System, through which will expedite the preparation of the financial information

and economic transactions and enable management to derive essential management information.

The main features of the system are:

Organization chart

Division of responsibilities

Sequence of controls and

Management information system

The company has an explicit organization chart with a discrete chain of command and lines of authority

and responsibilities.

The description of positions held and associated responsibilities are stated in detail and are firmly stated,

in a degree that easies the periodical rotation of personnel to prevent the non segregation of duties and

responsibilities.

The system ensures the segmentation of responsibilities at the level of operation of duties of the

individual staff, the presence of audit procedures exercised by the internal audit department to prevent

and detect errors, while protecting the assets of the company through intentional or unintentional

misappropriation.

At the same time the purpose of the system is to achieve periodically timely information for the

management, through a complete Management Information System which includes the following:

Budgeting - Comparison of actual results with the budget on a monthly basis

Interim financial statements and

Managemenent of deviations between actual results and budgeted targets, through investigating

reasons for that and proposing relevant adjustments.

Management Information system

The Financial Department is supported by a reliable Software infrastructure that allows the creation of a

wide database, creating the circumstances for prompt and valid information.

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Page 18

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Board of Directors’ Annual Report for the period January 1st to December

31st 2013

Internal auditing

There is an internal audit department, which has the suitable qualified staff who perform work according

to set programs and their findings are reported directly to the Board of Directors. This department

performs repetitive detailed reviews of the procedures to be performed relating to the preparing of annual

and interim financial statements, contributing in this way to the objective of their completeness and

reliability.

Risk Management

Through written detailed procedures and delegation of responsibilities associated with close supervision

on a daily basis, the company acts in a preventive basis against unfavourable situations, managing the

risk for errors and non reliable information. In this line, regular meetings have been established,

comprising of the persons involved in the compilation of the Financial Statements, both during the

preparation process and on the finalization. During these meetings views are exchanged and reasons for

deviations between quarterly and actual results are investigated and corrective action is proposed.

iv. Reference to informational evidence (c), (d), (f), (g), and (h) of article 10 of instruction

2004/25/EU, Paragraph 1.

No such information pertains to the company.

v. Information considering how the General Meeting of Shareholders operates and its authority as

well as description of the rights of shareholders and the way they are being exercised

The General Meeting is the highest administrative constitution of the company and it assembles once a

year pursuant to the request of the Board of Directors.

Shareholders who represent the 1/20 of the paid up share capital can summon an assembly of an

Extraordinary General Meeting of the Shareholders to discuss relevant matters.

To ratify important decisions, such as changing the constitution or mergers, it is required that an

additional majority of votes is achieved.

The Board of Directors is responsible for managing the Annual General Meeting and informing the

shareholders about their rights and the agenda of the items to be discussed at the meeting.

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Page 19

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Board of Directors’ Annual Report for the period January 1st to December

31st 2013

To achieve this, the Board of Directors is required, 20 days prior to calling the Annual General Meeting,

to display on the website of the company in English and Greek the following information:

- The date, the place and the hour of summoning of the General Meeting.

- The Chairman of the Board of Directors, the Managing Director and the CFO will be present at

the Annual General Meeting and will present the agenda of the items to be discussed, answering

the questions addressed to them by the shareholders, clarifying matters arisen.

- At the meeting the Chairman and Managing Director of the Board of Directors temporarily acts

as Chairman and the Legal Advisor of the company acts as the secretary.

- After sanctioning the list of shares that have the right to vote, the Chairman and the secretary are

being elected. The decisions are ratified as stipulated by the Company law and the constitution of

the company.

- A summary of the decisions of the General Meeting can be found at the website of the company,

as a part of the minutes being kept.

- At the General Meeting the Shareholders are either physically present or they can authorize other

persons to represent them.

vi. Composition and operation of the Board of Directors and other administrative, management

and supervisory units or committees of the company.

- Composition and operation of the Board of Directors

The Board of Directors is comprised of five to nine members out of which 7 are non executive

directors. The members are elected from the General Meeting and their tenure is 5 years. The

General Assembly of the 01/07/2013 elected the Board of Directors which is comprised by 8

members.

The members of the Board of Directors as at 31 December, 2013 were:

Stavros Psicharis , Chairman

Elias Tsigas, Managing Director

Antonios Theocharis, Member

Georgios Bombolas, Member

Fotios Bombolas, Member

Panagiotis Psicharis, Member

Georgios Aidinis, Member

Georgios Prousanidis, Member

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Page 20

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Board of Directors’ Annual Report for the period January 1

st to December

31st 2013

At 19/02/2014 the proceedings of the 10/2/2014 Board of Directors of Teletypos S.A. was registered at

General Electronic Commercial Registry (G.E.MI.) with a registration number 160286, according to

which the new Board of Directors is as follows:

Stavros P. Psicharis - Chairman, non-executive member

Athanasios G.Andreoulis - CEO , executive member

Elias E.Tsigas - Non-executive member

Georgios F. Bobolas - Non-executive member

Fotios G.Bobolas - Non-executive member

Panagiotis S.Psicharis - Non-executive member

Antonios T.Theocharis - Independent non-executive member

Georgios I.Prousanidis - Independent non-executive member

The new Board of Directors will be in office until 01/07/2018.

The Board of Directors is assembled as a body through the process of election by the members,

Chairman and one or more Vice Chairmen or the Managing Director. In the absence of the

Chairman his position is covered by the Vice Chairman or by the Managing Director in this order

of priority. The Board of Directors may hold a meeting outside the company’s headquarters. The

frequency of the meetings is designated by the business needs. The agenda of matters to be

discussed is decided by the adopted strategy and the importance of the issues that may arise.

The Managing Director briefs the members of the Board of Directors regarding the matters to be

discussed and provides the relevant answers and clarifications to questions raised.

The decisions by the Board of Directors are ratified by the majority of the members mentioned

above and the minutes are signed by its members.

The Board of Directors is being informed periodically for the activities of the Audit Committee.

Through its periodical reports the total work output is being evaluated, and based on historical

data and current facts it is being directed.

The effectiveness of the Board of Directors is a major issue among its members and through

conversations and exchange of opinions, the accuracy of its decisions is judged and future actions

and policies are coordinated, always having in mind its continuous raise of effectiveness.

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Page 21

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Board of Directors’ Annual Report for the period January 1st to December

31st 2013

Audit Committee

The committee comprises of members of the Board of Directors and their duties are:

a. Supervision of the procedure of the financial information.

b. Supervision of the effective operation of the internal audit and risk management systems, as

well as reviewing the correct operation of the internal auditor unit of the audited

organization.

c. Supervision of the course of the statutory audit of the parent company and the consolidated

financial statements.

d. Review and follow up matters related to the existence and maintenance of the objectivity and

independence of the external auditors.

The members of the Committee are elected by the General Meeting of the Shareholders after a

proposal of the Board of Directors and it comprises of 3 non executive members.

The Committee exercises continuous supervision and organises meetings when it is considered

necessary. At least twice a year it meets with the statutory auditor of the company and it is

informed about matters relating to the audit.

At the 31/12/2013 the members of the current Audit Committee were:

Fotios Bombolas

Georgios Ainidis

Georgios Prousanidis

After the resignation of Mr Georgios Aidinis and the election of a new Board of Directors at

10/02/2014, member of the Audit Committee are:

Fotios Bombolas

Antonios Theocharis

Georgios Prousanidis

The procedures relating to how the Audit Committee operates are displayed in the website of the

company www.megatv.com.

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Page 22

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Board of Directors’ Annual Report for the period January 1st to December

31st 2013

1. Remuneration paid either monetary or benefits in kind excluding shares (not relating to

shares) to executive members of the Board of Directors. The yearly remunerations of the members of the Board of Directors are proposed during the

General Meeting and they are approved in advance.

2. Grants in the form of shares or share options (grants to associated titles) for executive

Board of Directors’ members.

No such benefits were granted.

3. Occupational agreements between executive members of the Board of Directors.

No such agreements exist.

4. Compensation for non executive members including the independent members

No such compensation was given.

J. Explanatory report

a. Share Capital Structure.

The share capital of the company amounted to € 30.237.900 divided as 100.793.000 common

shares of nominal value €0,30 each. All the shares carry voting rights and are listed for trading in

the Athens Stock Exchange.

The owner of each share has all the rights that are defined by the Law 2190/1920.

As follows:

- Dividend right which is proposed on occasion by the Board of Directors and determined from

the General Meeting. The distributed dividend can not be smaller than 35% of the net profits.

The dividend is being paid within 2 months after the final decision of the General Meeting.

- Right of return of the contribution in the case of the liquidation of the company.

- Right of preference when the Share Capital is increased.

- Right of participation in the General Meeting, under the condition of the observance of the

procedure.

b. Limits on transfer of Company’s shares.

The Company’s shares may be transferred as provided by the Law, and the Articles of

Association provide no restrictions.

c. Significant direct or indirect participations in the as defined by the articles 9-11 of Law

3556/2007.

According to the shareholders’ book of 31/12/2013, the shareholders that held more than 5% of

the total voting rights are:

Pegasus Publications S.A. 32,73%

Lambrakis Press S.A. 22,11%

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Board of Directors’ Annual Report for the period January 1st to December

31st 2013 d. Shareholders with special control rights.

There are no such shares that carry any special control rights

e. Limitation on voting rights.

There are no such limitations.

f. Agreements among shareholders entailing limitations on the transfer of shares or voting

rights.

The company is not aware of any such agreements.

g. Regulations regarding the appointment and replacement of members of the Board of

Directors and the amendment of the Articles of Association deviating from those provided

for in Codified Law 2190/1920.

There are no such regulations that differentiate from those provided for in Codified Law

2190/1920.

h. Authority of the Board of Directors to issue new shares or to purchase their own shares of

the Company, pursuant to article 16 of Codified Law 2190/1920.

1. Following the decision taken by the General Meeting of the shareholders – with a 2/3

majority of votes of its total members –, the Board of Directors has the right to increase the

Share Capital within 5 years, by the issue of new shares. The percentage of that increase may

not exceed the amount of the Share Capital, that was existing at the date that this decision

was taken.

The authority of the Board of Directors, mentioned above, may be renewed from the General

Meeting of the shareholders for a period that can not exceed 5 years, for each renewal.

2. Acquisition is possible with an authorization of the General Meeting of the shareholders and

can not, according to Law, exceed 10% of the existing shares.

i. Significant agreements put in force, amended or terminated in the event of a change in the

control of the Company, following a public offer.

Such agreements do not exist.

j. Compensation agreements with members of the Board of Directors or employees of the

Company in the case of resignation or dismissal without good reasons, termination of their

services, or their occupation due to the public offer.

Such agreements do not exist.

Athens, 6 March 2014

For the Board of Directors

Athanasios G. Andreoulis

Managing Director

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Page 24

TRANSLATION FROM THE ORIGINAL

ISSUED IN THE GREEK LANGUAGE

INDEPENDENT AUDITOR'S REPORT

TO THE SHAREHOLDERS OF

TΕLETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL – GREECE”

We have audited the accompanying financial statements and the consolidated financial statements of

TΕLETYPOS TELEVISION PROGRAMMES S.A. “MEGA CHANNEL - GREECE” which comprise

the statement of financial position as at 31 December, 2013, the statement of comprehensive income,

statement of changes in equity and statement of cash flows for the year then ended, and a summary of

significant accounting policies and other explanatory notes.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in

accordance with International Financial Reporting Standards that have been adopted by the European

Union and for such internal control as management determines is necessary to enable the preparation of

financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We

conducted our audit in accordance with International Standards on Auditing. Those standards require that

we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance

whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in

the financial statements. The procedures selected depend on the auditor’s judgement, including the

assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

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Page 25

In making those risk assessments, the auditor considers internal control relevant to the entity’s

preparation and fair presentation of the financial statements in order to design audit procedures that are

appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of

the entity’s internal control.An audit also includes evaluating the appropriateness of accounting policies

used and the reasonableness of accounting estimates made by management, as well as evaluating the

overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our audit opinion.

Opinion

In our opinion, the aforementioned financial statements and the consolidated financial statements give a

true and fair view of the financial position of TΕLETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE” as of 31 December, 2013 and of its financial performance and its cash

flows for the year then ended in accordance with International Financial Reporting Standards that have

been adopted by the European Union.

Emphasis of matter

We draw your attention on the note 1. “General Information” on the financial statements where the

management refers to the contingency of working capital deficiency and the measures which they take to

prevent it. These conditions indicate the existence of a material uncertainly that may cast significant

doubt about the Company’s ability to continue as a going concern.

We have not qualified our opinion in respect of the above issue.

Report on Other Legal and Regulatory Issues

a) Included within the Directors’ Report is the Corporate Governance declaration which contains the

information required by Paragraph 3d, Article 43a of Law 2190/1920.

b) We have confirmed that the information given in the Directors’ Report, is consistent with the

individual and consolidated financial statements in accordance with the requirements of Articles 43a,

108 and 37 of Law 2190/1920.

Piraeus, 10 March, 2014

-

THE CERTIFIED PUBLIC ACCOUNTANT

COSTAS CONSTANTINOU

REG. NO. 33801

MOORE STEPHENS

CHARTERED ACCOUNTANTS

REG. NO. 119

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Page 26

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL”

STATEMENT OF COMPREHENSIVE INCOME

1st January – 31st December, 2013

(Expressed in Euro)

GROUP

Notes01.01/

31.12.13

01.01/

31.12.12

Revenues 8 77.264.511 84.634.718

Cost of Sales 9 (83.001.737) (85.472.175)

(5.737.226) (837.457)

Distribution expenses 9 (2.226.310) (2.265.156)

Administration expenses 9 (5.152.826) (5.725.400)

Operating loss (13.116.362) (8.828.013)

Non operating income

Interest received and receivable 97.340 713.511

Profit on disposal of fixed assets 13.220 6.415

Income from securities 1.907 4.275Income from securities 0

Other income 11 2.195.987 4.481.527

2.308.454 5.205.728

Non operating expenses

Interest and similar charges 9 (9.732.210) (9.394.863)

Provisions 17 (480.041) (2.763.059)

Losses on disposal of fixed assets (552) (9)

Other expenses 10 (1.979.766) (887.801)

(12.192.569) (13.045.732)

Loss for the period before tax (23.000.477) (18.834.233)

Income tax 12 2.579.078 (3.373.427)Loss for the period after tax (20.421.399) (22.207.660)

Other comprehensive income

Those that are not recyclable net of tax:

Actuarial gains 3.19 & 23.2 1.546.490 1.278.637

Those that are recyclable net of tax:

Revaluation of shares 47.736 22.851

Total other comprehensive income 1.594.226 1.301.488

Total comprehensive income for the year (18.827.173) (20.906.172)

Losses per share € (note 27) (0,3331) (0,5253)

Notes forming an integral part of the financial statements on pages 31 to 82.

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Page 27

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL”

STATEMENT OF COMPREHENSIVE INCOME

1st January – 31st December, 2013

(Expressed in Euro)

COMPANY

Notes

01.01/

31.12.13

01.01/

31.12.12

Revenues 8 76,621,391 83,456,869

Cost of Sales 9 (82,938,837) (84,509,925)

(6,317,446) (1,053,056)

Distribution expenses 9 (2,226,310) (2,265,156)

Administration expenses 9 (5,061,376) (5,639,121)

Operating loss (13,605,132) (8,957,333)

Non operating income

Interest received and receivable 89,374 87,744

Profit on disposal of fixed assets 13,220 12,983

Investment income 0 1,500,000Income from securities 1,907 3,179

Other income 11 1,192,787 1,392,586

1,297,288 2,996,492

Non operating expenses

Interest and similar charges 9 (9,731,490) (9,393,795)

Provisions (480,041) (2,763,059)

Losses on disposal of fixed assets (552) (9)

Other expenses 10 (1,466,785) (887,801)

(11,678,868) (13,044,664)

Loss for the period before tax (23,986,712) (19,005,505)

Ιncome tax 12 2,646,834 (3,336,001)

Loss for the period after tax (21,339,878) (22,341,506)

Other comprehensive income

Those that are not recyclable net of tax: 0

Actuarial gains 3.19 & 23.2 1,546,490 1,278,637

Those that are recyclable net of tax:

Revaluation of shares 47,736 22,851

Total other comprehensive income 1,594,226 1,301,488

Total comprehensive income for the year (19,745,652) (21,040,018)

Losses per share € (note 27) (0.3481) (0.5285)

Notes forming an integral part of the financial statements on pages 31 to 82.

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Page 28

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL”

STATEMENT OF FINANCIAL POSITION

31st December 2013

(Expressed in Euro)

Notes 31.12.2013 31.12.2012 31.12.2013 31.12.2012

FIXED ASSETS

Intangible assets – Programme rights 13 100.225.693 121.885.852 100.225.693 121.885.852

Tangible assets 14 7.613.823 8.141.554 7.613.823 8.141.554

Investments in associates 15 954.640 954.640 1.980.640 1.980.640

Deferred taxation 18 2.885.054 791.748 2.885.054 791.748

Other financial assets 16 346.481 413.641 346.481 413.641

Total fixed assets 112.025.691 132.187.435 113.051.691 133.213.435

CURRENT ASSETS

Inventories 427.519 344.190 427.519 344.190

Trade and other receivables 17 54.436.140 48.711.648 54.127.306 48.425.473

Claims against associated companies 19 39.042.049 40.411.088 39.042.049 40.411.088

Prepayments of programme rights & other expenses 181.125 679.925 181.125 679.925

Cash and cash equivalents 20 8.557.966 7.779.168 8.127.888 6.874.444

102.644.799 97.926.019 101.905.887 96.735.120

Total assets 214.670.490 230.113.454 214.957.578 229.948.555

EQUITY AND LIABILITIES

Share capital 21 30.237.900 15.118.950 30.237.900 15.118.950

Share premium 21 39.399.711 39.768.809 39.399.711 39.768.809

Reserves 22 36.939.618 36.891.882 36.939.618 36.891.882

Loss for the period (20.421.399) (22.207.661) (21.339.878) (22.341.507)

3.19&23.2 (47.005.469) (26.344.299) (47.911.110) (27.116.094)

Total Equity 39.150.361 43.227.681 37.326.241 42.322.040

Long-term liabilities 23 89.615.717 99.057.136 89.615.717 99.057.136

SHORT TERM LIABILITIES

Trade and other payables 24 44.502.334 55.014.127 46.613.542 55.754.869

Short term borrowings 25 32.582.078 26.934.510 32.582.078 26.934.510

Long term liabilities payable

next period 23.1 8.820.000 5.880.000 8.820.000 5.880.000

Total Short Term Liabilities

85.904.412 87.828.637 88.015.620 88.569.379

Total equity and liabilites

214.670.490 230.113.454 214.957.578 229.948.555

COMPANYGROUP

(1) The comparative figures have been adjusted where necessary following the adoption of the revised IAS 19. The

Group has estimated and show the effect of changing the 01.01.2012 (note 29) and considers that it is important and therefore

not required to IAS 8 the revision of the balance sheet as of 31.12.2011.

Notes forming an integral part of the financial statements on pages 31 to 82.

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TELETYPOS TELEVISION PROGRAMMES S.A. Page 29

“MEGA CHANNEL”

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

31st December 2013

(Expressed in Euro)

Share Share Statutory Other Valuation reserve Loss for Retained

Group Capital premium reserve reserves on listed securities the period earnings/(loss) Total

Equity 31/12/2012

Balance1st January 2012 37.797.375 33.469.247 6.102.831 4.262.805 45.232 0 -27.622.935 54.054.555

Share capital increase 3.779.738 6.299.562 10.079.300

Share capital decrease -26.458.163 26.458.163 0

Loss for the period after tax 22.851 0 1.278.637 1.301.488

Loss for the period -22.207.661 0 -22.207.661

Equity 31/12/2012 15.118.950 39.768.809 6.102.831 30.720.968 68.083 -22.207.661 -26.344.298 43.227.682

Equity 31/12/2013

Balance1st January 2013 15.118.950 39.768.809 6.102.831 30.720.968 68.083 0 -48.551.959 43.227.682

Share capital increase 15.118.950 -369.098 14.749.852

Loss for the period -20.421.399 0 -20.421.399

Loss for the period after tax 47.736 0 1.546.490 1.594.226

Equity 31/12/2013 30.237.900 39.399.711 6.102.831 30.720.968 115.819 -20.421.399 -47.005.469 39.150.361

Share Share Statutory Other Valuation reserve Loss Retained Total

Capital Premium Reserve Reserves on listed securities the period Earnings/(loss)

Equity 31/12/2012

Balance 1st January 2012 37.797.375 33.469.247 6.102.831 4.262.805 45.232 0 -28.394.731 53.282.759

Share Capital increase 3.779.738 6.299.562 10.079.300

Share Capital decrease -26.458.163 26.458.163 0

Loss for the period -22.341.507 0 -22.341.507

Loss for the period after tax 22.851 1.278.637 1.301.488

Equity 31/12/2012 15.118.950 39.768.809 6.102.831 30.720.968 68.083 -22.341.507 -27.116.094 42.322.040

Equity 31/12/2013

Balance 1st January 2013 15.118.950 39.768.809 6.102.831 30.720.968 68.083 0 -49.457.600 42.322.041

Share Capital increase 15.118.950 -369.098 14.749.852

Loss for the period -21.339.878 0 -21.339.878

Loss for the period after tax 47.736 1.546.490 1.594.226

Equity 31/12/2013 30.237.900 39.399.711 6.102.831 30.720.968 115.819 -21.339.878 -47.911.110 37.326.241

Company

Notes forming an integral part of the financial statements on pages 31 to 82.

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Page 30

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL”

STATEMENT OF CASH FLOW

1st January – 30th September 2013

(Expressed in ttEuro)

Notes forming an integral part of the financial statements on pages 31 to 82.

31.12.13 31.12.12 31.12.13 31.12.12

Cash flow from operating activities

Loss before taxation (23.000.477) (18.834.234) (23.986.712) (19.005.506)

Adjustments for items not involving the movement of cash

Depreciation and amortisation 13/14 45.054.326 43.925.651 45.054.326 43.925.651

Provisions 1.948.474 739.797 1.948.474 739.797

Translation differences 100.784 (54.718) 100.784 (54.718)

Profit on disposal of fixed assets (110.008) (146.918) (102.041) (1.603.898)

Interest and similar charges 9 9.732.210 9.394.863 9.731.490 9.393.795

Decrease in inventories of spares and consumables (83.329) (532) (83.329) (532)

Increase in stock of programme rights 19 1.369.038 (1.874.998) 1.369.038 (1.874.998)

Increase in debtors and others (5.774.725) (69.742) (5.752.066) (519.714)

(Decrease)/Increase in payables 16 67.160 21.239 67.160 21.239

Decrease of Repayments of borrowings (10.422.119) (17.549.771) (9.000.606) (15.959.474)

Minus:

Interest and similar charges (9.751.424) (10.521.110) (9.750.704) (10.520.041)

Income tax paid (112.105) (1.305.826) (95.396) (1.049.354)

Net Cash Generated by Operating Activities (a) 9.017.805 3.723.701 9.500.418 3.492.247

Cash Flow from investing activities

Investments in tangible and intangible fixed assets 13/14 (22.872.341) (24.755.607) (22.872.341) (24.755.607)

Sale of subsidiaries, affiliates, cooperations and other 14 18.573 25.409 18.573 25.409

Interest 97.340 130.764 89.374 87.745

Dividends paid 0 0 0 1.500.000

Net Cash (used in)/generated by Investing Acitivities (b) (22.756.428) (24.599.434) (22.764.394) (23.142.453)

Cash Flow from Financing Activities

Proceeds from issue of ordinary shares 14.749.852 10.079.300 14.749.852 10.079.300

Proceeds from borrowings 5.927.083 98.000.000 5.927.083 98.000.000

Repayments of borrowings (6.159.515) (93.858.356) (6.159.515) (93.858.356)

Dividends paid 0 (11.073) 0 (11.073)

Net Cash (used in)/generated by Financing Activities (c ) 14.517.420 14.209.871 14.517.420 14.209.871

Net (decreas) /Increase in cash and cash eqyuivalens (a)+(b)+(c ) 778.797 (6.665.862) 1.253.444 (5.440.335)

Cash and cash equivalents at the beginning of the period 7.779.169 14.445.030 6.874.444 12.314.779

Cash and cash equivalents at the end of the period 8.557.966 7.779.168 8.127.888 6.874.444

GROUP COMPANY

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Page 31

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE” AND ITS SUBSIDIARY

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

1. General Information

The parent company was incorporated in Athens, Greece in 1989, in accordance with Law

2190/1920 and with a life duration of 50 years. Its life duration can be extended through the

approval of the Shareholder’s General Assembly . The company is listed in the Athens Stock

Exchange.

The parent company operates the private broadcasting channel “MEGA” based on the

19229/1993 operating broadcasting licence. The duration of the broadcasting licence has been

extended by Government law.

The parent company incorporated in 2000 Teletypos Cyprus Ltd. Its investment is stated at

100% of shareholding. The company’s main objective is the trading of television programmes

in Cyprus and in the area of Middle East.

Teletypos Cyprus Ltd is stated in Lefkosia (Cyprus), 8 Kennedi Street.

The company's main objectives are:

- the origination and trading of television programmes

- the installation and operating of television and radio stations throughout Greece

- the establishment, organisation and operation of studios for the production and

marketing of television programmes and advertising clips

The Board of the Athens Stock Exchange based on the ratio results of 2010 to net worth as at

31/12/2010 decided on 8/4/2011 to have the company’s shares under observation.

The financial statements have been approved by the company’s Board of Directors at

06/03/2014. The composition of the Board of Directors is as follows:

Stavros Psicharis - Chairman, non-executive member

Athanasios Andreoulis - CEO , executive member

Georgios Bobolas - Non-executive member

Fotios Bobolas - Non-executive member

Elias Tsigas - Non-executive member

Panagiotis Psicharis - Non-executive member

Antonios Theocharis - Independent non-executive member

Georgios Prousanidis - Independent non-executive member

Going Concern

Despite the accumulated losses, the management is confident that by following the credit

granting and credit policy and with the support of its principal shareholders, as expressed by

successive capital increases, the unhindered operation of the company will be ensured and

will remedy the potential lack of working for next twelve months.

Given the above, the financial statements have been prepared on the going concern basis.

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Page 32

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

2. Adoption of new and revised International Financial Reporting Standards

2.1 New and amended standards adopted by the Group / the Company

The Group / The Company has adopted the following new and amended IFRSs, as adopted by the

European Union, as of 1 January 2013:

a. IFRS 7 (amendment), ‘Disclosures – Offsetting Financial Assets and Financial Liabilities’.

The amendment to IFRS 7 requires additional disclosures surrounding the financial assets and

financial liabilities including those that can be set off and presented on a net basis and those that

cannot which are subject to a master netting arrangement.

The amendment does not impact the primary statements, but only the disclosures, which can be found

in note 36.

b. IFRS 13, ‘Fair Value Measurement’. This new standard sets out the principles to be applied

when measuring fair value and related fair value disclosures.

The new standard impacts the disclosures which can be found in notes.

c. IAS 1 (amendment), ‘Presentation of Items of Other Comprehensive Income’. The

amendment requires items of other comprehensive income to be split between those that have the

potential to be recycled to profit or loss and those that do not. The impact of the amendment has

resulted in a change in the presentation for other comprehensive income but not the items reflected

within.

d. IAS 12 (amendment), ‘Deferred Tax: Recovery of Underlying Assets’. The amendment

provides a limited exception for measuring deferred tax liabilities and deferred tax assets when

investment property is measured using the fair value model. The amendment introduces a rebuttable

presumption that the investment property is recovered entirely through sale. Deferred tax on a non-

depreciable asset is also based on recovery through sale. The amendment had no impact on the

Group/ the Company.

e. IAS 16 (amendment), ‘Property, Plant and Equipment’. The Group /the Company undertook

a review of other inventory to ensure that any servicing equipment that would fall to meet the

definition of property, plant and equipment is appropriately classified. This amendment has not had a

material effect on the Group /the Company

f. IAS 19 (revised), ‘Employee Benefits’. The revised standard amends the recognition and

presentation requirements for defined benefit schemes. Past service costs deferred have been

recognised in full as they can no longer be deferred.

Return on plan assets are now recognised based on a rate of interest on a high quality corporate bond,

which is consistent with the measurement for the defined benefit obligation. This amendment had no

impact on the Group/ Company as its defined benefit liabilities are not funded.

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Page 33

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

2. Adoption of new and revised International Financial Reporting Standards (cont.)

2.2 Standards, amendments and interpretations to existing standards that are not yet

effective and have not been adopted early by the Group /the Company

The following standards and amendments to existing standards have been published and are

mandatory for accounting periods beginning after 1 January 2013, but which have not been

adopted early by the Group/ the Company :

a. IFRS 9, ‘Financial Instruments’, had an effective date for accounting periods

beginning on or after 1 January 2015. However, the standard since it was originally issued in

November 2009, has undergone subsequent amendments, in October 2009, December 2011

and November 2013. The November 2013 amendment removed the effective date, which

will be added once the standard has been finalised. Currently IFRS 9 outlines the recognition

and measurement of financial assets, financial liabilities and the derecognition criteria for

financial assets. Financial assets are to be measured either at amortised cost or fair value

through profit and loss, with an irrevocable option on initial recognition to recognise some

equity financial assets at fair value through other comprehensive income. A financial asset

currently can only be measured at amortised cost if the Group has a business model to hold

the asset to collect contractual cash flows and the cash flows arise on specific dates and are

solely for payment of principal and interest on the principal outstanding. On adoption of the

standard the Group/ the Company will have to redetermine the classification of its financial

assets specifically for available-for-sale and held-to-maturity financial assets.

Most financial liabilities will continue to be carried at amortised cost, however, some

financial liabilities will be required to be measured at fair value through profit and loss (for

example derivatives) with changes in the liabilities’ credit risk to be recognised in other

comprehensive income.

The derecognition principles of IAS 39, ‘Financial Instrument: Recognition and

Measurement’ have been transferred to IFRS 9. There is unlikely to be an impact on the

Group/ the Company from this section of the standard when it is applied.

The hedge accounting requirements issued in November 2013, have been liberalised from that

allowed previously. The requirements will be based on whether an economic hedge is in

existence, with less restriction to prove whether a relationship will be effective than current

requirements.

The Group/the Company has not evaluated the full extent of the impact that the standard will

have on its financial statements. However the standard has not been EU endorsed.

b. IFRS 10, ‘Consolidated Financial Statements’, is effective for accounting periods

beginning on or after 1 January 2014. The standard establishes the principles for the

presentation and preparation of consolidated financial statements when an entity controls one

or more other entities. The new standard provides extensive guidance on applying the

principle of control, which then governs the consolidation of an entity. The standard sets out

the accounting requirements for the preparation of consolidated financial statements, which

are unchanged from those that are required by the current IAS 27, ‘Consolidated and Separate

Financial Statements’. However IAS 27 has been amended to conform with IFRS 10, and

will only apply to separate financial statements when IFRS 10 is applied. The Group/ the

Company has not evaluated the full extent of the impact that the standard will have on its

financial statements.

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

2. Adoption of new and revised International Financial Reporting Standards (cont.)

Standards, amendments and interpretations to existing standards that are not yet effective and

have not been adopted early by the Group /the Company (cont.)

c. IFRS 11, ‘Joint Arrangements’, is effective for accounting periods beginning on or

after 1 January 2014. The standard applies to all entities that are a party to a joint

arrangement and will replace IAS 31, ‘Interest in Joint Ventures’. The accounting treatment

is dependent on the type of joint arrangement, which is determined by considering the rights

and obligations of the investor. On application of IFRS 11, IAS 28 is amended and retitled to

‘Investment in Associates and Joint Ventures’. IFRS 11 is likely to have little impact on the

Group/ the Company.

d. IFRS 12, ‘Disclosures of Interests in Other Entities’, is effective for accounting

periods beginning on or after 1 January 2014. The standard requires disclosure of

information on the nature of, and risks associated with, interests in other entities; and the

effects of those interests on the primary financial statements. The disclosures required relate

to interests in subsidiaries, joint arrangements, associates and unconsolidated structured

entities. The standard is unlikely to have a material effect on the Group/ the Company.

e. IAS 19 (amendment), ‘Defined Benefit Plans - Employee Contributions’ , is effective

for periods beginning on or after 1 July 2014. The amendment simplifies the accounting

treatment of contributions received from employees or third parties for defined benefit plans.

The accounting treatment depends on whether the contributions are independent of the

number of years of employee service. If the contributions are independent for example,

employee contributions that are calculated according to a fixed percentage of salary, the

contributions may be recognised as a reduction in the service cost in the period in which the

related service is rendered. If the contribution is linked to years of service the contribution is

recognised as part of the gross benefit attributed to the employee.

The Group/ the Company has not evaluated the full extent of the impact that the amendment

will have on its financial statements.

f. IAS 32 (amendment), ‘Offsetting Financial Assets and Financial Liabilities’. The

IAS 32 amendment clarifies the existing offsetting requirements and therefore is unlikely to

have any impact on the group. The amendment is effective for annual periods beginning on

or after 1 January 2014.

g. IAS 36 (amendment), ‘Recoverable Amount Disclosures for Non-financial Assets’.

The amendment clarifies and adds disclosures surrounding the recoverable amount of an asset

or cash-generating unit which is linked to disclosures required. The amendment is effective

for accounting periods beginning on or after 1 January 2014.

h. IAS 39 (amendment), ‘Novation of Derivatives and Continuation of Hedge

Accounting’. The amendment is effective for periods beginning on or after 1 January 2014.

The amendment provides relief from discontinuing hedge accounting when certain criteria are

meet in the event of legal or regulatory changes whereby over-the-counter OTC derivatives

are novated to a central counterparty (CCP) otherwise known as clearing houses or clearing

organisations.

The amendment does not impact the primary statements, but only the disclosures.

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Page 35

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

3. Significant Accounting Policies

3.1. Statement of compliance

The financial statements have been prepared in accordance with the International

Accounting Standards IAS 34 “Interim Financial Reporting”.

3.2. Historical cost convention

The financial statements have been prepared under the historical cost convention.

Basis of consolidation

The consolidated financial statements include the financial statements of the parent

company and its subsidiary, which is controlled directly by the parent company.

Control is achieved when the parent company has the power to govern the financial

and operating policy of the entity that is investing in so as to obtain benefits from its

activities.

Consolidated financial statements are based on separate companies’ financial

statements which have been prepared in accordance with IFRS and certain

accounting principles followed by the Group. All group’s companies have the same

reporting date.

All the intra-company transactions and intra-company balances have been eliminated

on consolidation.

Since the parent company holds 100% of the participation on the subsidiary’s share

capital no minority interest is effected.

3.3. Investments in associates

Participations in affiliated companies are valuated at acquisition costs plus any other

cost.

Affiliated companies are these in which the parent company holds a share of up to

49% without exercising control or having a significant influence.

Provisions for impairments of the investment value are made only when there is

significant evidence of substantial impairment. The non realised gains or losses that

are due to changes in appropriate value are included in the shareholder’s equity after

taking account the taxation effect.

3.4. Foreign currency transactions and balances

a. Transactions in foreign currencies and presentation

The company’s parent and consolidated accounts are presented in the country’s

currency which is the functional currency of the company. The consolidated

accounts are presented in euros which is the parent’s company functional

currency. From 1/1/2008 euro is the functional currency of Teletypos S.A.’s

subsidiary Teletypos Cyprus Ltd.

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Page 36

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

b. Transactions and company’s accounts

In preparing the financial statements of the individual entities, transactions in

currencies other than the entity’s functional currency (foreign currencies) are

recorded at the rates of exchange prevailing at the dates of the transactions. At

each statement of financial position date monetary items denominated in foreign

currencies are translated at the rates prevailing at each statement of financial

position date.

Non-monetary items carried at fair value that are denominated in foreign

currencies are translated at the rates prevailing at the date when the fair value was

determined. Non-monetary items measured at historic cost that are denominated

in foreign currency are translated at the rates prevailing at the date of acquisition.

Exchange differences are recognised in statement of comprehensive income in

the period in which they except for:

Exchange differences which relate to assets under construction for future

productive use, which are included in the cost of these assets.

Exchange differences on monetary items received from or payable to a

foreign operation for which settlement is neither planned nor likely to occur,

which form part of the net investment of a foreign operation. These exchange

differences are recognised as a foreign currency translation reserve and are

transferred in profit and loss within the period in which the operation is

disposed of.

For the purpose of presenting consolidated financial statements, the assets

and liabilities of the Group’s foreign operations are expressed in the parent

company’s reporting currency, using the exchange rates at the statement of

financial position date. Income and expense are translated at the average

exchange rate of the period. Exchange differences arising are recognised as

foreign currency reserve in equity.

Such exchange differences are recognized in profit and loss in the period in

which the foreign operation is disposed of. The subsidiary has adopted from

1/1/2008 euro as its operating currency, resulting in no exchange rate

differences.

3.5. Borrowing Cost

Borrowing costs directly attributable to the acquisition, constructions or production

of qualifying assets which are assets that necessarily take a substantial period of time

to get ready for their intended use or sale, are added to the cost of those assets.

Investment income on the temporary investment of specific borrowing is deducted

from borrowing costs eligible for capitalisation.

All other borrowing costs (i.e. bonds issue costs) are recognised as impairment of the

liability.

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Page 37

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

3. Significant Accounting Policies (cont’d)

3.6. Programme and film rights

Programme and film rights refer to self-owned television programmes and third

parties programmes.

3.6.1. Self-owned television programmes

The cost of self-owned programs (Greek series, game shows, sports, talk

shows, music/dance shows and variety shows) is capitalised as intangible

fixed assets (Programme rights) and is amortised as described in note 3.7.

3.6.2. Licensed third parties´ T.V. programmes

Licensed third parties television programs are valued at their acquisition cost.

The profit and loss account is charged with the cost of the

broadcasted programmes plus or minus any foreign exchange

differences which arise upon settlement or valuation of the

corresponding liability at the end of the year.

The statement of financial position presents such as follows:

under liabilities, the amount due to the suppliers for the

programmes invoiced and not yet settled, under prepayments the

invoiced amount of not yet transmitted programmes.

in case a contract provides for more than one transmission the profit

and loss account is charged in proportion to the number of

transmissions allowed.

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Page 38

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

3. Significant Accounting Policies (cont’d)

3.7. Depreciation and Amortization

Fixed Assets

Equipment and vehicles of the parent company are presented at cost minus

accumulated depreciation and impairment loss. Depreciation is charged using the

straight-line method over their estimated useful lives. Depreciation rates remain

constant throughout the useful life of the assets. Land is not depreciated.

%

Improvements on third party properties 10

Plant and machinery 4 - 10

Office equipment 10

Transportation means 10 – 12

Computer and software programmes 20

The carrying amounts of plant and machinery are examined for a possible

impairment in the case of events indicating such impairment. When such indications

appear and the value is estimated to be lower than carrying amount, this value is

revised.

Programme and film rights

The television programs (films, serials, musical shows, festival broadcasting,

entertainment programs, athletic, and items of similar nature, including rights and

royalties) are amortised according to the defined accounting policy, and the best

estimates of management, and the future cash flows on the basis of 7 years from the

date of first broadcasting , irrespective of their future brodcasting

The cost of the television programs for which management estimates that they will

not have a useful life in excess of one year are amortised fully in the period of their

first show.

For the internally generated intangible assets (own produced programme i.e. TV

movies, series, entertainment programmes, talk shows, sports, variety shows) the

company implements the provisions of IAS 38 by accounting research costs as

expenses (Concept and scene selection and rates of series promoting the program,

audience appreciation, etc.) and capitalizing development costs (the own produced

programme) if they meet all the criteria for recognition laid down in IAS 38.

The research costs for the period January 1st to December 31

st are € 4.772 thousands

and development costs € 22.519 thousands.

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Page 39

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

3. Significant Accounting Policies (cont.)

3.8. Taxation

Taxation is the sum of the current taxation plus the deferred taxation.

Current taxation

Income tax is calculated on taxable profits and according to the rate which is in force,

which for the year 2013 amounts to 26%.

Due to the reported losses of the company no such tax has be reported.

Taxable profit differs from company’s profit as reported in the financial statement

because it excludes items of income or expenses that are not taxable or deductible in

other years and it further excludes items that are never taxable or deductible.

Income tax of subsidiary company is calculated with a 12.5% tax rate on net profit

and no further tax is charged as stipulated by legislation in the country of

subsidiaries’ incorporation.

Deferred tax is the tax payable or receivable due to temporary differences in income

taxation or in expense recognition for taxation purposes and is accounted for to the

extent that it will be utilised in the future.

Deferred taxation

Deferred tax liability is recognised mainly for all short-term taxation differences and

deferred tax asset is recognised to the extent that it is probably that future taxable

profit will be available, and tax asset will be utilised against the resulting tax liability.

Deferred tax liability is also recognised for short-term taxation differences which are

related with investments in subsidiaries and associates, except for occasions where

the Group has the ability to direct the mitigation of tax difference and it is likely that

this difference would not be mitigated in the foreseeable future.

The carrying amount of deferred taxes (assets and liabilities) are reviewed at each

Statement of financial position date and are revised if it is necessary to the extent that

it is no longer probable that taxable profits will be available to allow all or part of the

asset or liability to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period

when the liability is settled or assets realised. This tax is charged or credited to profit

or loss, except when it relates to items charged or credited directly to equity in which

case the deferred tax is also accounted for against equity.

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Page 40

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

3. Significant Accounting Policies (cont.)

3.9. Inventories Inventories are stated at the lower of cost and net realisable value. Cost is calculated

using the weighted average cost of the successive balance. Net realisable value

represents the estimated selling price less all estimated costs.

3.10. Provisions

Provisions are recognised when:

There are present obligations (legal or constructive) as a result of past events.

Their settlement through an outflow of resources is probable.

The exact amount of the obligation can be reliably estimated.

Provisions are reviewed by management of the company during the date when each

statement of financial position is compiled and can be recalculated if their current

value is different from their accounting value. The Board of Directors proposal for

distribution of profits to the staff and the Board of Directors is also accounted as

provision charging staff wages and third parties fees and expenses respectively.

3.11. Revenues recognition

Revenues come mainly from the sale of advertising time though advertising agencies

and from the sale of royalties. Revenues are accounted in the year in which they are

realised and are adjusted by deducting customer rebates directly related to revenues.

3.12. Impairment of assets

At each statement of financial position date, the company’s management reviews the

carrying amounts of its tangible and intangible assets to determine whether there is

indication that those assets have suffered an impairment loss. At 31.12.2013, there

was no such indication.

3.13. Trade receivables

At first, trade receivables are accounted at their appropriate value, and then, are

revalued taking into consideration their present value using a real discount rate.

Impairment because of differences with the present value or because of provision for

bad debts is accounted only for substantial amounts. The amount of provision for

possible impairment is transferred to statement of comprehensive income. Such

differences within the accounting period were immaterial.

For doubtful customers a provision that is accounted in the statement of

comprehensive income in the year that the customers have been characterized as

such.

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Page 41

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

3. Significant Accounting Policies (cont.)

3.14. Investments

Investments are accounted at their appropriate value plus any cost directly related to

their acquisition.

The securities that the company intends and is able to hold up to their maturity date

‘held to maturity’ are valued at real cost using the real discount rate minus possible

loss connected to amounts that cannot be recovered.

Non-recoverable amounts, as well as, possible difference from valuation are

transferred to statement of comprehensive income.

Other non-investment securities are characterised as tradable or intended for resale

and are valued at their appropriate value. Profit or loss incurred by valuation of

tradable or intended for reselling securities is transferred directly to statement of

comprehensive income or directly to equity respectively, up to the date of their sale

or recognition of possible impairment of their value, in which case, profit or loss

accounted in equity is transferred to statement of comprehensive income.

3.15. Cash and cash equivalents

Cash and cash equivalents include cash in the bank and in hand as well as short term

highly liquid investments.

3.16. Bank loans

Interest – bearing bank loans and overdrafts are recorded at the proceeds received,

net of direct issue cost. Then, they are recognised as the present value of total

payments due using the real discount rate. Possible difference between present value

of payments due and real proceeds from the loan is recognised according to the

company policy for recognizing borrowing cost (note 3.5).

3.17. Trade Creditors

Trade creditors are stated, at first, at the nominal value of the liabilities. Then, they

are revised at their fair value using the real discount rate method, and if there is

significant difference from the nominal value, then this difference is recognised in the

statement of comprehensive income.

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Page 42

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

3. Significant Accounting Policies (cont.)

3.18 Patents and trademarks

Trademark is estimated initially at purchase cost and is amortised during the period

of 5 years.

3.19 Retirement benefits

In accordance with the Greek labour legislation the company has to provide to all its

retirees a specific financial benefit. The above financial benefit which is payable on

the retirement day is percentage 40% to 70% on a specified amount based on:

a. years of service in the company

b. monthly salary at the retirement year

b. other factors in accordance with the existing legislation

This liability is specified in at the statement of financial position date with the

method ‘Projected unit credit method’. According to this method, the liabilities that

correspond to the services obtained at the statement of financial position date are

accounted separately from the liability that correspond to future services.

The most important assumptions taken into account are the following:

Date of assumption Interest rate Increase in

remuneration

Inflation rate

31/12/2012 3,02% 0%(2013-2015) 2,50%

31/12/2013 3,57% 0%(2014-2017) 1,00%

The liability (provision) that is reported in the statement of financial position is the

present value of the estimated liability according to the employment years until

31/12/2013.

The company has not adopted, any retirement benefit plan, in order to secure the

availability of the required funds, when obligation is raised.

The group adopted the revised standard IAS 19 from 01/01/2013. The effect on the

financial position of the Group is set out in Note 23.2 of the financial statements.

3.20 Factoring

Factoring with recourse, pledged as collateral for bank liabilities, is classified

separately from these liabilities and offsetting them when factoring is without recourse.

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Page 43

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

4. Segment Information

The company’s activities, are uniform and are controlled by uniform management information

system. The main activity being advertisement, is not different from other activities as far as

reporting and monitoring by management is concerned. All the activities are essentially

performed inside Greece. The income is generated from many customers, no customer exceeds

10% of activity.

5. Financial assets

5.1 Financial assets

Financial assets are classified into the following four categories:

- Financial assets at fair value through profit or loss

- Held-to-maturity investments

- Available-for-sale financial assets

- Loans and receivables

5.1. 1 Financial assets at fair value through profit or loss

The entity does not hold such financial assets

5.1.2 Held-to-maturity investments

The entity does not hold such investments

5.1.3 Available-for-sale financial assets

Investments in shares traded in the Athens Stock Exchange are valued at fair value.

Gain or losses resulting from changes of fair value are recognized directly in equity

as “Valuation reserve of investments” with the exception of impairment loss which is

recognized in profit and loss. On the sale of an investment, the valuation reserve is

recognized in previous years and if included in equity is recognized in the statement

of comprehensive income account on the year in which the sale is effected.

Dividends on available-for-sale financial assets are recognized in the statement of

comprehensive income account when the right of collection is effected.

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Page 44

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

5. Financial assets (cont.)

5.1. Financial assets (cont.)

5.1.4 Loans and receivables Trade receivables, loans and other receivables that have fixed or determinable

payments that are not quoted in an active market are classified as loans and

receivables. Loans and receivables are measured at amortised cost and for short-term

receivables the recognition of interest by applying the effective interest rate would be

immaterial.

5.1.5 Impairment of financial assets

Financial assets are assessed for indicators of impairment at each statement of

financial position date. Financial assets are impaired when there is objective evidence

that, as a result of an event that occurred after the initial recognition of the financial

asset, the estimated future cash flows of the investment have been impacted.

Financial assets as trade receivables are assessed for impairment on a collective basis.

Objective evidence of impairment of receivables could include the past experience of

collecting payments, an increase if the number of delayed payments as well as

observable changers in national or local economic conditions.

The entity assesses partially the trade receivables and creates provision of doubtful

debtors when there is objective evidence of un-collectability. These provisions are

recognised in the statement of comprehensive income on the year that trade

receivables are considered uncollectible.

5.2 Financial liabilities and equity instruments issued by the Group

5.2.1. Equity instrument

An entity instrument in any contract that evidences a residual interest in the

assets of an entity after deducting all of its liabilities. Equity instruments

issued by the Group are recorded at the proceeds received net of direct issue

costs. The company has not issued any equity instruments.

5.2.2 Financial liabilities

Financial liabilities are classified are either “Financial liabilities at fair value

through profit and loss” or other “Financial liabilities”.

5.2.2.1. Financial liabilities at fair value through profit and loss

The entity does not hold such financial liabilities

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Page 45

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

5. Financial assets (cont.)

5.2 Financial liabilities and equity instruments issued by the Group (cont.)

5.2.2 Financial liabilities (cont.)

5.2.2.2 Other financial liabilities

Other financial liabilities including borrowing are initially measured

at fair value, net of transaction costs.

Other financial liabilities (loans) are subsequently measured at

amortised cost using the effective interest method at statement of

financial position date at present value by applying the effective

interest rate, when the loan interest is materially different.

Considering the short-dated life of financial liabilities the estimated

future cash payments do not materially differ from the initial

measure of the liability.

5.3. Derivative financial instruments

The company has loan agreement carrying variable interest rate,

consequently it is exposed to fluctuations of interest rates. To mitigate the

risk of such it enters into interest rate swap agreement.

These agreements are measured at fair value at inception and re-measured at

the date of the financial statements.

The results (gain or loss) are recognised in the statement of comprehensive

income, except for cases which are considered as a hedging/fair value or cash

flow hedging. Derivatives with positive fair value are treated as assets and

with negative fair value as liabilities.

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Page 46

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

6. Critical accounting judgements and Management’s estimation.

In the adoption and application of the Company’s accounting policies the Management

considers that there is no particular issue which would require further information.

For the adoption of appropriate accounting principles and their application , when

management faces particular issues , looking for further sources of information to reduce the

uncertainty thereon and to provide appropriate accounting treatment .

Such special issue addressed was the deferred tax asset as a result of offset tax losses .

Management assessed the possibility of profitability , which is a prerequisite for future use -

recognized tax losses . The assessment was made in conjunction with the expectation of

taxable profit , as determined in accordance with tax legislation , and adopted a policy similar

assessment of deferred tax assets ( note 18 )

7. Dividends

Dividends to shareholders are recognised as payables and appear as liabilities in the financial

statement in the year in which dividends have been approved by the Shareholder’s General

Assembly meeting.

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Page 47

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

8. Revenue

31/12/2013 % 31/12/2012 % 31/12/2013 % 31/12/2012 %

Advertising 64.073.469 82,93 72.029.223 85,11 64.073.469 83,62 72.029.223 86,31

Income from TV programmes 1.707.027 2,21 1.920.428 2,27 1.707.027 2,23 1.920.428 2,30

Income from TV rights 1.764.184 2,28 859.869 1,02 1.764.184 2,30 859.869 1,03

Technical support 2.384.751 3,09 2.928.756 3,46 2.384.751 3,11 2.928.756 3,51

Sponsors in programmes 3.970.020 5,14 3.108.470 3,67 3.970.020 5,18 3.108.470 3,72

Other income 2.721.940 3,52 2.610.123 3,08 2.721.940 3,55 2.610.123 3,13

Income from TV rights (Sub. Company) 643.120 0,83 1.177.849 1,39 0 0,00 0 0,00

77.264.511 100,00 84.634.718 100,00 76.621.391 100,00 83.456.869 100,00

9. Operating expenses

31/12/2013 31/12/2012 31/12/2013 31/12/2012

Staff wages and expenses 23.798.971 26.724.657 23.798.971 26.724.657

Third parties fees and expenses 12.824.769 13.142.589 12.761.869 12.180.339

Utilities 5.208.904 5.794.450 5.208.904 5.794.450

Taxes and duties 1.798.062 2.104.315 1.798.062 2.104.315

Sundry expenses 3.847.333 3.982.322 3.755.883 3.896.043

Financial expenses 9.732.210 9.394.863 9.731.490 9.393.795

Consumables-spare parts 55.477 80.240 55.477 80.240

Depreciation/Amortization * 45.054.326 43.925.650 45.054.326 43.925.650

Less: Cost or origination of own production (2.206.969) (2.291.492) (2.206.969) (2.291.492)

100.113.083 102.857.594 99.958.013 101.807.997

                             

* Tanglible assets (note 13) 44.178.879 42.506.318 44.178.879 42.506.318

* Intagible assets (note 14) 875.447 1.419.332 875.447 1.419.332

                              45.054.326 43.925.650 45.054.326 43.925.650

The above amounts have neem allocated as follows:

31/12/2013 31/12/2012 31/12/2013 31/12/2012

Cost of sales 83.001.737 85.472.175 82.938.837 84.509.925

Administrative expenses 5.152.826 5.725.400 5.061.376 5.639.121

Selling expenses 2.226.310 2.265.156 2.226.310 2.265.156

Financial expenses 9.732.210 9.394.863 9.731.490 9.393.795

100.113.083 102.857.594 99.958.013 101.807.997

Group Company

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Page 48

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

9. Operating expenses (cont.)

* Finance expenses have been impaired with interest rate swap instrument by EUR 166,344 (2013)

and EUR 294,563 (2012) respectively.

* Group’s other expenses include an amount of 512.981 euro which represents the impairment of bank

balances of the 100% subsidiary company "TILETYPOS CYPRUS LTD" in accordance with

decision of the Cyprus Republic in consequence of the decision of EUROGROUP.

** Group’s other income at 31/12/2012, in total almost 1.5 million EUR, represents reversal of a

previously formed (2008) provision as a consequence of a contractual obligation from the sale of an

associate company (note.24.3).

10. Other expenses

31/12/2013 31/12/2012 31/12/2013 31/12/2012

Subsidies of educational programmes 0 100.000 0 100.000

Foreign exchange differences 198.280 213.435 198.280 213.435

Hedging obligations note.28.5 481.000 0 481.000 0

Other expenses* 1.300.486 574.366 787.505 574.366

1.979.766 887.801 1.466.785 887.801

11. Other income

31/12/2013 31/12/2012 31/12/2013 31/12/2012

Foreign exchange differences 105.922 174.854 105.922 174.854

Refund of fine from NCRTV 266.240 528.239 266.240 528.239

Other income ** 1.823.825 2.189.493 820.625 689.493

2.195.987 2.892.586 1.192.787 1.392.586

GROUP COMPANY

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Page 49

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

12. Taxation

The company’s profits for the year 2013 are taxed at the rate of 26% (from 20% in the year

2012) after they have been adjusted for expenses not tax allowed and for any tax free

reserves.

Due to the losses reported for the period 01/01 -31/12/2013 no tax has been claimed.

The company’s tax liability is not finalised unless the books and records are examined by the

Greek tax authorities. Such examination has been carried out up to 2009 by the tax

authorities. The year 2010 is subject to an audit from the tax authorities and there is a

contingent liability for extra taxes in case of a tax audit. The year 2011 and forward,

according to the new law is carried out by the auditors’ of the Company.

The profits of the subsidiary company are taxed at the tax rate of 12,5% and 10% for the

years 2013 and 2012 respectively and no further taxation applies in the country of operations.

Profits arising from sales of investments in associates are not taxable. Dividends for the

subsidiary company are added to the taxable income of the parent company and taxed

accordingly with the prevailing rate. The corresponding dividend’s tax paid in foreign

country is counterbalanced.

31/12/2013 31/12/2012 31/12/2013 31/12/2012

Current income tax (67.756) (37.426) - -

Deferred taxes (note 18) 2.660.340 (3.322.495) 2.660.340 (3.322.495)

Other non-incorporated in operating cost taxes (13.506) (13.506) (13.506) (13.506)

Total tax for the period 2.579.078 (3.373.427) 2.646.834 (3.336.001)

Total tax for the year consists of: 31/12/2013 Tax 31/12/2012 Tax 31/12/2013 Tax 31/12/2012 Tax

Profit for the period before taxes (parent) (23.986.712) rate (19.005.505) rate (23.986.712) rate (19.005.505) rate

Profit for the period (subsidiary) 490.219 -Profit for the period before taxes (subsidiary) 496.016 171.272 - -

Taxable profit (23.000.477) (18.834.233) (23.986.712) (19.005.505)

Income tax (parent) 0% - 0% - - 0%

Income tax (subsidiary) (62.002) 12,5% (17.127) 10% - - 0%

Prepayment of income tax (subsidiary) (5.754) (20.299) - -

Total tax for the period (67.756) (37.426) 0 0

Deferred taxes

Intagible assets. Formation expenses 2.078.409 (2.891.297) 2.078.409 (2.891.297)

Provision for contingencies - expenses 581.931 (431.198) 581.931 (431.198)

Total tax 2.660.340 (3.322.495) 2.660.340 (3.322.495)

Other non-incorporated in operating cost taxes (13.506) (13.506) (13.506) (13.506)Prior year income tax 0 0

Total tax for the period 2.579.078 (3.373.427) 2.646.834 (3.336.001)

GROUP COMPANY

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Page 50

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

12. Taxation (cont.)

The company has closed its open tax years until the year 2009. The closing of the tax years 2005,

2006, 2007, 2008, 2009 was completed in 2011. The additional tax obligations as presented

annually was computed mainly on the basis of accounting differences (expenses not allowed by

tax authorities) on which the management has its reservations.

Year Tax obligation

(in euro)

2005 481,536

2006 537,925

2007 415,352

2008 370,978

2009 340,616

TOTAL 2,146,407

The sum of the tax obligations are going to be paid in 36 settlements.

Payment due 31/12/2013 2.146.407

Outstanding payment 0

The nature of accounting differences as computed by tax authorities which allows to management the

option of not accepting them as basis. For this reason no provision has been made for contingent

liability for the open tax years.

For the period 01/01/2011 to 31/12/2011 and for the period 01/01/2012 to 31/12/2012 tax audit has

been conducted by the auditors in accordance with Article 82 § 5 of Law 2238 and tax certificate has

been issued without qualification.

For the period 01/01/2013 to 31/12/2013 the tax audit from the auditors is in progress and until the

signing date of the financial statements it had not been completed.

However the tax certificate is expected to be issued without qualification.

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

13. Intangible assets-Programme rights

GROUP-COMPANY

Programme

and

film rights

2012

Cost

1.1.2012 1.046.894.594

15.993.172

8.850.837

In House production under way (333.438)

31.12.2012 1.071.405.165

Amortization

1.1.2012 907.012.994

Charge for the period 42.506.319

31.12.2012 949.519.313

Net Book Value 31.12.2012 121.885.852

2013

Cost

1.1.2013 1.071.405.165

14.966.586

7.873.734

In House production under way (321.600)

31.12.2013 1.093.923.885

Amortization

1.1.2013 949.519.313

Charge for the period 44.178.879

31.12.2012 993.698.192

Net Book Value 31.12.2013 100.225.693

Purchases

Disposals

Purchases

Disposals

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Page 52

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

14. Tangible assets GROUP-COMPANY

Furnitures

2012 Land Buildings Plant and Transportation and

machinery means equipment Total

Cost

1.1.2012 4.799.610 3.274.610 19.955.343 716.121 14.996.170 43.741.854

0 0 69.414 0 175.623 245.037

Sales 0 0 (24.104) 0 (1.305) (25.409)

0 (2.691) (439.083) 0 (570.625) (1.012.399)

4.799.610 3.271.919 19.561.570 716.121 14.599.863 42.949.083

1.1.2012 0 2.552.503 16.929.855 666.592 14.264.619 34.413.569

For the period 0 137.888 878.172 17.053 386.220 1.419.333

Disposals 0 (2.691) (450.883) 0 (571.799) (1.025.373)

0 2.687.700 17.357.144 683.645 14.079.040 34.807.529

N.B.V.

4.799.610 584.219 2.204.426 32.476 520.823 8.141.554

2013Cost

1.1.2013 4.799.610 3.271.919 19.561.570 716.121 14.599.863 42.949.083

0 0 66.084 3.455 284.081 353.620

Sales 0 0 (18.253) 0 (320) (18.573)

0 0 (171.767) (3.400) (2.299) (177.466)

4.799.610 3.271.919 19.437.634 716.176 14.881.325 43.106.664

1.1.2013 0 2.687.700 17.357.144 683.645 14.079.040 34.807.529

for the period 0 131.983 537.542 9.777 196.144 875.446

Sales 0 0 (184.800) (2.848) (2.486) (190.134)

0 2.819.683 17.709.886 690.574 14.272.698 35.492.841

N.B.V.

4.799.610 452.236 1.727.748 25.602 608.627 7.613.823

31.12.2013

31.12.2013

Disposals

31.12.2013

Depreciation

Purchases

Disposals

31.12.2012

Purchases

Depreciation

31.12.2012

31.12.2012

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Page 53

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

15. Investments – Shares in associated and subsidiary companies

Investments are stated at cost as follows:

GROUP

31/12/2013

%

Shareholding

31/12/2012

%

Shareholding Logos (Cyprus) a. - 25,00% - 25,00

Television Royalties

S.A. b. 1.800 1,00 1.800 1,00

Digital Provider S.A. c.

952.840

15,61

952,840

15,61

954.640 954.640

Main activities:

a) Logos (Cyprus): Logos is a TV and Radio broadcasting company based on Cyprus. It operates both TV

broadcasting and radio station. By decision of the parent company’s Board of Directors at the 26th of November

2009, the participation (25%) in POLITICS and PLIROFORIAKI ETAIREIA “O LOGOS O.E.” was

transferred to the subsidiary “TELETYPOS CYPRUS LTD”. The transfer was completed at the 8th of December

2009. The participation of the the subsidiary in LOGOS O.E. relates to Television activities and does not

extended to equity participation.

With a new agreement which is in force until 30/06/2014, the participation has transformed into limited liability

as a result of conversion of LOGOS from a general partnership into a limited company. Given that the

anticipation of the contract for the transfer of TILETYPOS’s shares upon the expiration is without price, the

cost of participation was transferred in profit and loss on 31/12/2011.

b) TELEVISION ROYALTIES S.A.: It’s a company aiming in the management and protection of third parties

royalties.

c) DIGITAL PROVIDER S.A.: The company Digital Provider S.A. was established in 2009 along with other 7

television companies. The main objective of the company is the development of the digital network, the

providing of technical services for the establishment, operations and the maintenance of this network. Through

a decision of the Extraordinary General Meeting of the shareholders on 6 June, 2012 it was decided to increase

the share capital of the company which was ratified by a decision of the Board of Directors on 29 November,

2012. The contribution of Teletypos S.A. in this increase amounted to euro 282.840 and constitutes 15.61% of

share capital.

The General Assembly of the 16th September 2013 approved the share capital increase of the company by

4.500.000 euro with an issuance of 225.000 new shares with a nominal value of 20 euro each. The

participation of Teletypos S.A. in the aforementioned share capital increase amounts to 702.420 euro. The

share capital increase has not been completed since the approval of the financial statements of 2013. Η

ανωτέρω αύξηση έως και την ημερομηνία υπογραφής των οικονομικών καταστάσεων δεν έχει ολοκληρωθεί

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Page 54

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

15. Investments – Shares in associated and subsidiary companies (cont’d)

COMPANY % %

31/12/2013 Shareholding 31/12/2012 Shareholding

Teletypos Cyprus Ltd 1.026.000 100,00 1.026.000 100,00

Television Royalties S.A. 1.800 1,00 1,800 1,00

Digital Provider S.A. 952.840 15,61 952.840 15,61

1.980.640 1.980.640

16. Other financial assets

                                                   31/12/2013 31/12/2012 31/12/2013 31/12/2012

Guarantee given:

Rent 274.969 335.660 274.969 335.660

Hertz (car rental) 26.691 30.913 26.691 30.913

Electricity Power 11.202 13.521 11.202 13.521

EBU (4 lines) 30.600 30.600 30.600 30.600

Associated Press 1.388 1.388 1.388 1.388

Attiki Road 1.500 1.500 1.500 1.500

Other financial assets 131 59 131 59

346.481 413.641 346.481 413.641

17. Trade and other receivables

31/12/2013 31/12/2012 31/12/2013 31/12/2012

Clients 38.967.802 36.602.425 38.684.692 36.393.021

Cliens Factoring 18.796.147 12.869.064 18.796.147 12.869.064

Post dated cheques 1.474.955 4.360.789 1.474.955 4.360.789

Deliquent cheques 10.525.829 9.802.132 10.525.829 9.802.132

Provision for prepayment of income tax and

other receivables from Greek Government

Shares of listed company (1) 156.512 85.103 156.512 85.103

V.A.T. 312.167 120.188 312.167 120.188

Advances on account 36.394 128.318 36.394 128.318

Settlement stamp 116.886 116.886 116.886 116.886

Settlement stamp 988.848 988.848 988.848 988.848

Personnel loans 29.430 23.700 29.430 23.700

Other debtors 1.698 5.165 1.698 5.165

Minus: Provision for doubtful customers and

overdue postdated cheques (2) (17.313.144) (16.833.103) (17.313.144) (16.833.103)

54.436.140 48.711.648 54.127.306 48.425.473

342.616 442.133 316.892 365.362

GROUP COMPANY

GROUP COMPANY

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Page 55

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

17. Trade and other receivables (cont.)

(1) Cost of shares (19.564 shares) of a company listed in the Greek stock exchange under the name of

“GREEK STOCK EXCHANGE S.A.” which was valued at the closing rate at 31/12/2013 of euro 8,00

per share.

(2) The provision for bad debts was made based on the ageing analysis which is the adopted accounting

policy taking into consideration the history of the client , the current economic climate and other

information. Under these circumstances there are no receivables for which no provision for bad debts was

made.

(3) There is a pledge / assignment of receivables amounting to at least € 10.000.000 as part of the collateral

provided against the Debenture Loan, corresponding to each current "open" balance of specific customers

approved by banks. The provided credit period to these customers does not change and therefore the

short-term nature is not affected.

18. Deferred taxes

GROUP/COMPANY

31/12/2013 31/12/2012

Deferred tax liabilities (6.205.045) (8.288.830)

Receivable from deferred taxes 9.090.099 9.080.578

Closing balance 2.885.054 791.748

Deferred tax analysis:

31/12/2013 31/12/2012

At 1st January 791.748 4.439.615

Deferred tax for the period: 2.660.340 (3.322.495)

(567.034) (325.372)

Balance as of 31 December 2013 2.885.054 791.748

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Page 56

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

18. Deferred taxes cont.

Deferred taxation assets/liabilities are connected to:

Unrealised Valuation reserves

Provisions exchange on listed

Group/Company differences securities Total

Balance as 1st January 2012 2.127.318 (4.404) 7.404.258 (5.076.250) (11.308) 4.439.614

Plus: Charge to income statement

for the year (424.653) (6.545) 0 (2.891.297) 0 (3.322.495)

Recognised directly in equity (319.659) 0 0 0 (5.713) (325.372)

Balance as 31st December 2012 1.383.006 (10.949) 7.404.258 (7.967.547) (17.021) 791.747

Plus: Charge to income statement

for the year 576.818 5.113 0 2.078.409 0 2.660.340

Recognised directly in equity (543.361) 0 0 0 (23.672) (567.033)

Balance 31 December 2013 1.416.463 (5.836) 7.404.258 (5.889.138) (40.693) 2.885.054

Deferred tax asset in relation with recognized tax loss is recognized to the extent that the expected realization

of related benefit through future taxable profit is probable.

Deferred tax related to tax losses is calculated on the losses of each last year, having the feature of its

exploitation through the setting off of losses on which is calculated, with profits of each next five years.

The company recorded losses for first time in 2011 amounting to EUR 39,142,127.94 (tax recognizable EUR

37,021,290). These losses that are tax recognizable for deduction the next 5 years, could be the basis for the

calculation of deferred tax in their entirety, with the expectation of return to profitability within the next 5

years.

Within the year the company withdrew the estimated in 2012 deferred tax asset of EUR 7,404,258 and

estimated a new tax asset of EUR 7,404,258, based on expected profitability, capable to set-off recognized tax

losses of € 28.5 million.

The right to set off losses against taxable profits for which tax asset is recognized, expires in 2018 for the

losses of the year 2013. The recognized tax annual losses of 2013 will be the base for the revision of the

deferred tax asset due to losses, during the preparation of the annual financial statements of 31/12/2014.

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Page 57

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

19.Prepaid programme rights and sundry expenses

31/12/2013 31/12/2012 31/12/2013 31/12/2012

Film rights* 38.894.488 40.304.468 38.894.488 40.304.468

Sundry Expenses 147.561 106.620 147.561 106.620

39.042.049 40.411.088 39.042.049 40.411.088

Group Company

*Prepared programme rights represent the cost of the third parties programmes which have been

invoiced but not yet transmitted.

20. Cash and cash equivalent

31/12/2013 31/12/2012 31/12/2013 31/12/2012

Cash 17.881 15.179 17.881 15.179

Cash in bank 7.010.071 5.361.045 6.579.993 4.456.321

Cash equivalents* 1.530.014 2.402.944 1.530.014 2.402.944

8.557.966 7.779.168 8.127.888 6.874.444

Group Company

* Cash equivalents are postdates checks that are due in less than three month time and that a big percentage of them has already

received up to the date of the publishing of the financial statements.

21. Share capital

GROUP/COMPANY

000’ Drs. Euro

Authorised share capital

Issued and fully paid € 31,237,500,00

nominal ordinary shares of G.Drs. 200 each 6,247,500

(a) Increase of share capital through capitalisation:

- Share premium (a) 3,393,146

- Revaluation reserve 322,259

- Tax free reserves _681,273

Total share capital 31,237,500 nominal ordinary

shares of Euro 1 (Drs 340,75) each

10,644,178 31.237.500

(b) Increase of share capital through capitalisation:

- Difference from issuance of shares 1.561.875

- Revaluation reserves 1.489.534

- Taxable reserves 72.341

Total 3.123.750

Total share capital at 31/03/2008 34,361,250 nominal

ordinary shares of Εuro 1 each 34.361.250

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Page 58

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

21. Share capital (cont.)

( c) Increase of share capital through capitalisation :

- Taxable reserves 3.436.125

Total share capital increase (General Meeting 15th May 2008) 3.436.125

Total share capital at 31/12/2011 37,797,375 nominal ordinary shares of

Εuro 1 each 37.797.375

(d) Decrease of share capital:

- According to article 4 note 4a of Law 2190/1920 -26.458.163

Total share capital decrease with respect of General Assembly of the 20th January 2012 -26.458.163

(d) Share capital increase

- Cash payments 3.779.738

Total share capital increase (General Meeting 15th June 2012). 3.779.738

Total share capital at 31/12/2012 50,396,500 nominal ordinary shares of

Εuro 0,30 each 15.118.950

The average share price and the closing price of the shares were respectively:

31/12/2012 € 0,356 and € 0,198

30/12/2013 € 0,269 and €0,133

21(a) The difference from the issuance of shares is the difference between the nominal value of the shares and

the issuance value of the shares that have been made available to the public through the Stock Exchange

in 1994 and 1999.

21(b) The General Meeting of the 23rd

of May 2006 decided to increase the share capital by three million one

hundred twenty three thousands seven hundred and fifty (3.123.750) euros through capitalisation a)

amount 1.489.534,26 euro through a revaluation of assets according to law 2065/1992 b) amount

1.561.875,00 euro through capitalising reserves that occurred from previous share capital increases

and c) amount 72.340,74 through taxable reserves according to article 8 of the law 2579/1998 with the

issuance of three million one hundred twenty three thousands seven hundred and fifty (3.123.750)

common ordinary shares of nominal value (1) euro each and the distribution to shareholders of 1new

share for every 10 held.

After the above mentioned share capital increase the company’s share capital amounted to thirty four

million three thousand sixty one and two hundred and fifty euros (34.361.250), which accounts to

thirty four million three thousand sixty one and two hundred and fifty (34.361.250) common ordinary

shares of nominal value 1 euro each.

21(c) The General Meeting of the 15th of May 2008 decided to increase the share capital by three million

four hundred thirty six thousands one hundred and twenty five (3.436.125) euros through capitalization

a) amount 3.383.002,12 euro through taxable reserves b) amount 53.122,88 euro through taxable

reserves according to article 8 of the law 2579/1998 wit the issuance of three million four hundred

thirty six thousands one hundred and twenty five (3.436.125)common ordinary shares of nominal

value (1) euro each and the distribution to shareholders of 1 share for every 10 held.

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Page 59

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

21. Share capital (cont.)

21(c) After the above mentioned share capital increase the company’s share capital will amount to thirty seven

million seventy thousand ninety seven and three hundred and seventy five euros (37.797.375), which accounts

thirty seven million seventy thousand ninety seven and three hundred and seventy five (37.797.375) common

ordinary shares of nominal value 1 euro each.

21(d) The extraordinary general meeting of the 20th of January 2012 decided to

1) Decrease the share capital of the company by 26.458.162,50 euro through a decrease in the nominal value of

the share from 1,00 euro to 0,30 euro creating an equivalent special reserve according to the provisions of

Article 4 § 4 of Law 2190/1920.

2) Increase the share capital of the company by 3.779.737,50 euro through cash payments and the issuance of

12.599.125 common shares with nominal value of 0,30 euro each.

3) Change of article 5 of the article of association of the company. After the share capital increase the share

capital of the company amounts to 15.118.950 euro and is distributed to 50.396.500 common shares with

nominal value of 0,30 euro each.

21(e) The extraordinary general meeting of the 15th of June 2012 decided to

a) Recall the 20/1/2012 decision of the share capital increase

b) Increase the share capital of the company with the same terms that was decided in the extraordinary general

meeting of the 20/01/2012 that is by 3.779.737,50 euro with case payments and with the issuance of

12.599.125 new common shares with nominal value of 0,30 euro each and the distribution to shareholders of 1

new share for every 3 held at 0,80 euro each with a corresponding change of article 5 of the article of

association of the company.

Total capital obtained € 10.079.300

21(f) At 29/08/2012 recorded in the S.A Companies Register, the minute of the Board of Directors of

20/08/2012 which certified the payment of increase in share capital by 3,779,737.50 euros and the increase in

share premium by 6,299,562.50 euros, that was decided by the General Meeting on 15/06/2012.

After the share capital increase the share capital of the company amounts to 15.118.950 euro with 50.396.500

common shares of 0,30 euro each.

21(g) The General Assembly of 18.4.2013 approved the 15.118.950 euro share capital increase of the company

with the issuance of 50.396.500 new shares with a nominal value of 0,30 euro each.

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Page 60

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

21. Share capital (cont.)

21(h) (cont). At the 15th of October 2013 the proceedings of the Board of Directors of Teletypos S.A. were

registered in General Electronic Commercial Registry (G.Ε.ΜI.) with a registrations number of 108191

according to which the share capital increase of 15.118.950 euro that was approved by the General Assembly of

18/04/2013 was verified.

Consequently the paid share capital now amounts to 30,237,900 EUR and divided into 100,793,000 ordinary

shares, par value 0,30 each.

21(i) The share capital of Teletypos Cyprus has been eliminated for consolidation purposes

22. Reserves

Group Company Valuation

reserves on

*Statutory Revenue Revaluation listed

Reserves reserve reserve securities Total

Balance at 1 January, 2012 6.102.831 26.458.163 4.262.806 45.231 36.869.031

Change in year (note22α) 0 0 0 22.851 22.851

Balance at 31 December, 2012 6.102.831 26.458.163 4.262.806 68.082 36.891.882

Translation difference (note 22c) 0 0 0 47.736 47.736

Balance at 31 December, 2013 6.102.831 26.458.163 4.262.806 115.818 36.939.618

22a. Statutory reserves has been formed after the decrease of the shares nominal value according to article 4 of (N.

2190/1920 note 21d).

22b. Valuation of the cost of shares listed on the stock exchange for which previously a reserve was created. The

amount of approximately 22.85 thousand euros represent impairments equivalent to the original reserve.

22c. Valuation of shares listed on the Athens Stock Exchange for which a revaluation reserve was formed in the past.

The change of 47,74 thousands EUR equally increased reserves and other assets (securities).

22d. The reserves of tax-free and specially taxable income are subject under the new tax rule (N.4172/13) in 19% tax

or offsetting with recognized tax losses. Management will choose in 2014 offsetting with losses.

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Page 61

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

23. Long term liabilities

31/12/2013 31/12/2012 31/12/2013 31/12/2012

Debenture loan (23.1) 82.281.615 90.675.535 82.281.615 90.675.535

Provision for retirement benefits (23.2) 6.853.102 8.381.601 6.853.102 8.381.601

Interest rate swap obligation (note.28.5) 481.000 0 481.000 0

Total long term liabilities 89.615.717 99.057.136 89.615.717 99.057.136

GROUP COMPANY

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Page 62

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2012

(Expressed in Euro)

23. Long term liabilities (cont.)

23.1 Debenture loans

Long-term liabilities is mainly a debenture loan of 98.000.000 euro issued at 18.12.2012. The loan aimed in the

restructuring of the short and long term liabilities. The loan is guaranteed * with a floating interest rate, based on

6month Euribor plus spread 6,00%. The duration is 48 months. The loan is payable in six instalments:. The banks that

participated in the loan are Alpha Bank, Piraeus bank, Eurobank Ergasias bank, National Bank. Alpha Bank is the

administrative bank. The loan is payable in six instalments as follows:

* All manner requirements of bondholders arising or will arise from the Debenture Loan will be secured by:

- First-mortgage prenotation amounting € 5,000,000 on the property of the company.

- Pledge / assignment of receivables amounting to a minimum of € 10,000,000 note 17.3

- Pledge of 600,000 common shares of the subsidiary company "TILETYPOS CYPRUS 'of nominal value €

1,71 each.

- Future collateral on property rights of the company.

- Pledging / assignment of rights to the film library valued annually at values not less than € 115,000,000.

- Lien on the domestic trademark "MEGA". The trademark was never evaluated.

- Pledge / assignment of receivables from insurance contract with ETHNIKH INSURANCE COMPANY.

** For financial instruments carried at amortized cost, such as loans, transaction costs are included when

calculating the amortized cost using the effective interest rate, and in fact are amortized through the income

statement over the life of the instrument. The difference between the actual and the nominal interest rate is 0.6

percentage points.

Date of Payment Long-term Short-term Total

Portion Portion

Debenture Loan 28-Jun-14 0 2.940.000 2.940.000

Debenture Loan 28-Dec-14 0 5.880.000 5.880.000

Debenture Loan 28-Jun-15 5.880.000 0 5.880.000

Debenture Loan 28-Dec-15 8.820.000 0 8.820.000

Debenture Loan 28-Jun-16 8.820.000 0 8.820.000

Debenture Loan 28-Dec-16 59.780.000 0 59.780.000

Total 83.300.000 8.820.000 92.120.000

Issuance expenses of the loan (1.018.385) - (1.018.385)

82.281.615 8.820.000 91.101.615Total long-term liabilities

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Page 63

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2012

(Expressed in Euro)

23. Long term liabilities (cont.)

23.1. Debenture loans (cont.)

* On 07.11.2013 the company prepaid bonds amounting to 5.880.000 euro of initial expiration date

28/12/2013.

23.2 Retirement indemnities as calculated by the actuarial company ‘Hewitt Associates’

Retirement indemnities have been calculated by the actuarial company ‘Hewitt Associates’.

For the period 1/1-31/12/2013 retirement indemnities amounted to € 605.332 while for 2012 amounted to €

1.351.813.

Opening provisions 31/12/2011 11.085.895

Payments during 2012 (2.457.811)

Adjustment of liabilities 31/12/2012 1.351.813

Reassessment of personnel's benefits liability IAS 19 (note.2β) 31/12/2012 (1.598.296)

Forecast retirement indemnities 31/12/2012 8.381.601

Opening provisions 31/12/2012 8.381.601

Payments during 2013 (43.979)

Adjustment of liabilities (provision) 31/12/2013 605.332

Reassessment of personnel's benefits liability IAS 19 (note.2β) 31/12/2013 (2.089.852)

Forecast retirement indemnities 31/12/2013 6.853.102

2012

2013

The above effect is due to the adoption of the revised IAS 19 (1/1/2013) which has introduced the following

changes:

Actuarial gains / losses. Removes the option of gradual recognition of gains and losses by the method of '10%

corridor '(elimination method spread) therefore the actuarial gains / losses are presented in a fiscal year are

recognized fully and directly in other comprehensive income (Other Comprehensive Income) and there is the

possibility of a gradual recognition in subsequent periods.

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Page 64

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

23. Long term liabilities (cont.)

23.2 Retirement indemnities as calculated by the actuarial company ‘Hewitt Associates’ Retirement Indemnity

31/12/2013 31/12/2012

Amounts recognised in Balance Sheet

Present value of obligations 6,853,102 8,361,601

Net Liability in BS 6,853,102 8,361,601

Amounts recognized in Profit and Loss

Service cost 239,026 475,414

Net interest on the net defined benefit liability / (asset ) 270,896 370,803

Regular P&L Charge 509,922 846,217

Recognition of past service cost 0 (847,981)

Settlement /Curtailment / Termination loss / (gain ) 51,431 1,090,139

Total P&L Charge 561,353 1,088,375

Reconciliation of benefit obligation

DBO at start of period 8,381,601 7,385,002

Service cost 239,026 475,414

Interest cost 270,896 370,803

Benefits paid directly by the Company (80,717) (2,457,811)

Settlement /Curtailment / Termination loss / (gain ) 51,431 1,090,139

Past service cost arising over last period 0 (847,981)

Actuarial (gain) / loss - financial assumptions (962,046) 2,495,997

Actuarial (gain ) / loss - experience (1,047,089) (129,962)

DBO at end of period 6,853,102 8,381,601

Remeasurements

Liability gain / ( loss ) due to changes in assumptions 962,046 (2,495,997)

Liability experience gain / ( loss ) a rising during the year 1,047,089 129,962

Total actuarial gain / ( loss) recognised in O.C.I. 2,009,135 (2,366,035)

Movements in Net Liability / (Asse t ) in B. S.

Net Liability / (Asset ) in B.S. at the beginning of the period 8,381,601 7,385,002

Benefits paid directly (80,717) (2,457,811)

Total expense recognized in the income statement 561,353 1,088,375

Total amount recognized in t h e O.C.I. (2,009,135) 2,366,035

Net Liability / (Asset ) in B S 6,853,102 8,381,601

Cash flow

Expected contributions to the plan for next finacial year 0 0

Expected benefits paid by the plan for next finacial year 402,984 519,010

Assumptions

Discount rate 3.57% 3.02%

Interest rate 1.00% 2.50%

2014-2017 0% 2013-2015 0%

2018+2,5% 2016+2,5%Future salary increases

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Page 65

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

24. Trade and other payable

31/12/2013 31/12/2012 31/12/2013 31/12/2012

Payables trade 34.050.348 43.172.240 36.712.752 45.453.781

Advances by customer 294.778 250.496 294.778 250.496

Taxes and duties 24.1 7.288.630 5.719.260 7.237.434 5.681.662

Social security funds 896.472 833.823 896.472 833.823

Other creditors 24.2 728.579 1.283.556 728.579 1.283.556

Accruals 24.3 1.243.527 3.754.751 743.527 2.251.551

Balance as per books at 31st December 44.502.334 55.014.126 46.613.542 55.754.869

24.1. Taxes and duties 31/12/2013 31/12/2012 31/12/2013 31/12/2012

Broadcasting licence fees 5.744.991 4.628.028 5.744.991 4.628.028

Income tax ( subsidiary company) 51.196 37.598 0 0

Taxes and Duties related to full time employees 853.294 775.716 853.294 775.716

Bond interest rates 508.046 67.342 508.046 67.342

Additional income tax 131.103 115.180 131.103 115.180

Taxes and duties prior years (note 12) 0 95.396 0 95.396

Balance as per books at 31st December 7.288.630 5.719.260 7.237.434 5.681.662

GROUP COMPANY

Group Company

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Page 66

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

24 Trade and other payable (cont.)

24.2 Other creditors

31/12/2013 31/12/2012 31/12/2013 31/12/2012

         Staff wages 1.382 805 1.382 805

Third parties fees 196.767 128.291 196.767 128.291

Staff retierments and dismissal indemnities 15.083 568.931 15.083 568.931

Suppliers' checks outstanding 0 7.210 0 7.210

Sundry creditors 515.347 578.319 515.347 578.319

Balance as per books at 31st December 728.579 1.283.556 728.579 1.283.556

24.3. Accrual expenses

31/12/2013 31/12/2012 31/12/2013 31/12/2012

                       Interest and similar charges 55.037 74.251 55.037 74.251

Royalties 670.283 1.050.938 670.283 1.050.938

Third parties fees 9.045 1.017.132 9.045 13.932

Programme cost 0 1.100.000 0 1.100.000

Film rights 9.162 12.430 9.162 12.430

Provisions for contingent liabilities * 500.000 500.000 0 0

Balance as per books at 31st December 1.243.527 3.754.751 743.527 2.251.551

* Pertains to previous years made provisions (2008) in relation to potential liabilities relating to sale

of a related company as at 31 /12/2011 and 31/12/2012 based on an agreement

Balance 01/01/2011 6.039.486

Provisions current year 0

Used provisions 0

Release of non used provisions -4.039.486 (31/12/2011)

Release of non used provisions -1.500.000 (31/12/2012)

Balance 31/12/2012 500.000

GROUP COMPANY

GROUP COMPANY

The above provision was decreased at 31.12.2011 and at 31.12.2012 based on events as per sale agreement.

These events related to the commitment by the subsidiary company Teletypos Cyprus LTD, which transferred

its investments in NTMED N.V (12.5%) to take all the responsibilities relating to payment all liabilities of this

associated company ( tax commitments, non recorded liabilities.. etc.) which may arise during the forthcoming

four years. The agreement stipulates the liabilities which according to a time frame are de facto, and the others

which are non claimable.

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Page 67

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

25. Short-term borrowings

Bank overdrafts

GROUP/COMPANY

Credit Amount Credit Amount

limit withdraw* limit withdraw

ALPHA BANK 0 93 0 160

PIRAEUS BANK* 10.000.000 10.000.000 10.000.000 10.280.174

PIRAEUS BANK** 3.720.000 3.785.838 6.000.000 3.785.111

13.720.000 13.785.931 16.000.000 14.065.445

FACTORINGFACTORING FINANCING 18.796.147 12.869.065

Total short term loans 32.582.078 26.934.510

* Interest rate 7,36% (3month)

** Interest rate 3month euribor plus 6 %

*** The excess of the subscribed limit (where applicable) is related to accrued interest.

31/12/2013 31/12/2012

26. Issued Shares

COMPANY

Number Adjusted

of shares Period number of shares

2012

1 January - 23 August 37.797.375 236/366 24.372.078

24 August - 31 December 50.396.500 130/366 17.900.396

42.272.474

2013

1 January - 13 October 50.396.500 286/365 39.488.764

14 October - 31 December 100.793.000 79/365 21.815.471

61.304.236 GROUP

Share capital of the subsidiary company has been eliminated for consolidation purposes.

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Page 68

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

27. Losses per Share

Losses per share are calculated by dividing the net loss attributable to the shareholders by the weighted average

number of ordinary shares in circulation during the period:

31/12/2013 31/12/2012 31/12/2013 31/12/2012

Loss for the period after taxes (20.421.399) (22.207.660) (21.339.878) (22.341.506)

Weighted average number of shares outstanding 61.304.236 42.272.474 61.304.236 42.272.474

Losses per share in Euro -0,3331 -0,5253 -0,3481 -0,5285

GROUP COMPANY

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Page 69

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

28. Financial instruments

28.1. Significant accounting policies

Accounting policies adopted relating to financial instruments, including the criteria for the recognition

of the basis of measurement and the basis on which income and expenses are recognised in respect of

each class of financial assets, financial liabilities and equity instruments, are disclosed in note 5 of the

financial statements.

Group Company

Categories of financial instruments 31.12.2013 31.12.2012 30.9.2013 31.12.2012

Financial Assets

Receivables (including cash and cash

equivalents) 63.018.719 57.085.639 62.279.808 55.894.740

Available-for-sale financial assets 156.512 85.103 156.512 85.103

Financial Liabilities

Carrying amounts of payables (including

loans) 175.520.129 186.885.772 177.631.337 187.626.514

28.2. Fair value of financial instruments

Financial assets and liabilities are classified in the following levels depending on the method of determining

fair value in accordance with the revised version of IFRS. 7

- Level 1: for assets that are traded in an active market and whose fair value is determined by market prices

(unspecified) of similar items.

- Level 2: for assets whose fair value is determined by factors related to market data, either directly (as

prices) or indirectly (derivative values).

- Level 3: for assets whose fair value is determined by observations from the market, but is mainly based on

internal estimates

Exceptionally investments in shares of listed companies in the Stock Exchange Market are measured at

fair value at the closing date rate in 31/12/2013:

GROUP – COMPANY 31/12/2012

Level 1 Level 2 Level 3 Total

Financial Assets - - - -

Shares listed in the Stock Exchange Market 85.103 - - 85.103

GROUP – COMPANY 31/12/2013

Level 1 Level 2 Level 3 Total

Financial Assets - - - -

Shares listed in the Stock Exchange Market 156.512 - - 156.512

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Page 70

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

28.3. Financial risk management objectives

The management considers this risk managed and the existence of a special function for its monitor is

not considered necessary. This risk includes “market risk (including currency risk, fair value interest

rate risk, and price risk), credit risk, liquidity risk”. The company tries to minimize the consequences of

those risks and mainly the fluctuations of interest rate via the use of derivates financial instruments. The

company does not use derivative financial instruments for speculation purposes.

28.4. Market – Foreign currency

The company’s activities are mainly in the domestic market. The fluctuations between currency

exchange rate have effect only at the acquisition of foreign programme which is expressed in currency

other than euro. The company does not enter into any derivative financial instrument to manage its

exposure since it considers that the risk is immaterial.

The following table gives an indication of the impacts of dollar exchange rate fluctuations on the

company’s earnings and equity.

28.5 Interest rate risk management

The company is exposed to interest rate risk as it borrows long-term funds at floating interest rate. The

risk is managed by the group by the use of interest rate swap contracts. These hedging actions are being

evaluated periodically in order to estimate their effectiveness.

The following table presents an indication of the impacts of interest rate fluctuations on the company’s

earnings and equity.

Interest rate swap agreements

By these contracts the company tries to mitigate the risk of the fluctuating interest rate of fixed rate and

variable rate interest on the basis of notional amounts. These contracts allow the company to minimise

the consequences of interest rate fluctuations.

The fair value of these contracts is calculated at the time of preparation of the financial statements as

equal to the present value of future cash flows using estimation of the market rates about the future

interest rate.

Interest expenses of these contracts are paid on quarterly basis and are recorded in the statement of

comprehensive income.

At 31/12/2013 there were two contracts hedging cash flows total amount of € 50.000.000 imaginary

deadline until 2015.

The two interest rate swaps covering 50% of the bond loan.

The interest rate of the bond loan is 6 months euribor + 6,00% margin.

The compensation is in 6months euribor

The characteristics of the contracts are as follows:

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Page 71

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

28.5 Interest rate risk management (cont.)

Contract 1 Contract 2

euro euro

Original conceivable amount 30,000,000 20,000,000 50,000,000

Expiry date 08/12/2015 08/12/2015

Valuation of 31.12.2013 (481,000)

The amount of the valuation (481,000) was charged to the income statement.

Accrued interest on derivatives payable on a quarterly basis and are charged to income . ( Financial

expenses note 9 ) .

The total fair value of the two contracts at the same date is 481 thousand loss .

Taken together the historical, positive for the company data , and within conservative policy , the

administration is not considered necessary before the relevant accounting fix. Start of the accounting for

such valuation was made in the current period. , without the necessity (due to minimal ) to do

comparative sizes.

28.6. Credit risk management

Credit risk refers to the probability of uncollectability of assets as trade receivables. The risk is

considerably mitigated with the adoption of the following policies by the company:

- on going credit evaluation of the customers

- partial guarantee provided by the customers

- partial credit guarantee insurance cover of receivables

The credit risk exposure is limited, since trade receivables consist of a large number of customers and

there is no dependence on a significant client.

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Page 72

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

28.7. Liquidity risk management

The company manages liquidity risk by matching the maturity profits of financial assets and liabilities

and by maintaining adequate reserves (cash in hand and banking facilities) and reserve borrowing

facilities special purposes. The company manages liquidity risk by continuously monitoring forecast

and actual cash flows.

A. LIABILITIES

COMPANY

31/12/2012 Within one year

From 1 to 5

years After 5 years Total

Loans 32.814.510 90.675.535 - 123.490.045

Suppliers and others 55.754.868 0 8.381.601 64.136.470

TOTAL 88.569.378 90.675.535 8.381.601 187.626.515

31/12/2013

Loans 41.402.078 82.281.615 - 123.683.693

Suppliers and others 46.613.542 481.000 6.853.102 53.947.644

TOTAL 88.015.620 82.762.615 6.853.102 177.631.337

GROUP

31/12/2012 Within one year

From 1 to 5

years After 5 years Total

Loans 32.814.510 90.675.535 - 123.490.045

Suppliers and others 55.014.126 0 8.381.601 63.395.727

TOTAL 87.828.636 90.675.535 8.381.601 186.885.772

31/12/2013

Loans 41.402.078 82.281.615 - 123.683.693

Suppliers and others 44.502.334 481.000 6.853.102 51.836.436

TOTAL 85.904.412 82.762.615 6.853.102 175.520.129

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Page 73

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

B. RECEIVABLES

The invoicing / credit policy followed by the company is cash sales and sales on credit. Cash sales are

completed with the collection of the total invoiced amount within 30 days from the issue of the invoice, and

sales on credit are completed with VAT collection in 30 days from the issue of the invoice and the collection

of the remaining amount in 160 days.

Debtors’ balances at 31/12/2013 are not covered by any form of collateral.

Maturity of the outstanding debtors’ balances is grouped within 12 months and there are no other material

outstanding balances beyond 6 months.

On 31/12/2013 the total of receivables that were characterized as doubtful were:

Against these bad debts a provision of € 17.313.144 has been accounted.

Apart from the doubtful debts there are no other receivables on delay.

Agreement of changes in the account ‘’provision for doubtful debtors, receivables and checks overdue. ‘’

GROUP ΕΤΑΙΡΕΙΑ

31.12.2013 31.12.2012 31.12.2013 31.12.2012

Balance 1.1 16.833.103 14.070.042 16.833.103 14.070.042

Year’s 2013 provision through

profit & loss

480.041

2.763.061

480.041

2.763.061

Balance 31.12 17.313.144 16.833.103 17.313.144 16.833.103

Clients 5.798.467

Checks delayed 10.525.829

Fund of Newspapers’ Staff of

Athens and Salonika (Advertising

Stamp Duty)

988.848

17.313.144

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Page 74

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

29. Effects of the amended IAS 19

1/1/2012 1/1/2012 1/1/2012 1/1/2012

PUBLISHED RESTATED PUBLISHED RESTATED

Assets

Deferred income

tax assets 4.439.614,42 (740.178,60) 3.699.435,82 4.439.614,42 (740.178,60) 3.699.435,82

Equity and

liabilities

Total equity 54.054.554,86 2.960.714,40 57.015.269,26 53.282.759,86 2.960.714,40 56.243.474,26

Total non-current

liabilities

Staff leaving

Indemnity 11.085.895,00 (3.700.893,00) 7.385.002,00 11.085.895,00 (3.700.893,00) 7.385.002,00

31/12/2012 31/12/2012 31/12/2012 31/12/2012

PUBLISHED RESTATED PUBLISHED RESTATED

Assets

Deferred income

tax assets 1.111.406,89 (319.659,20) 791.747,69 1.111.406,89 (319.659,20) 791.747,69

Equity and

liabilities

Total equity 41.949.044,82 1.278.636,80 43.227.681,62 41.043.403,82 1.278.636,80 42.322.040,62

Total non-current

liabilities

Staff leaving

Indemnity 9.979.897,00 (1.598.296,00) 8.381.601,00 9.979.897,00 (1.598.296,00) 8.381.601,00

1/1 - 31/12/2012 1/1 - 31/12/2012 1/1 - 31/12/2012 1/1 - 31/12/2012

PUBLISHED RESTATED PUBLISHED RESTATED

Statement of

comprehensive

income

(Loss) /Profit before

taxation (18.834.233,67) (18.834.233,67) (19.005.505,67) (19.005.505,67)

(Loss) /Profit after

taxation (22.207.660,79) (22.207.660,79) (22.341.506,79) (22.341.506,79)

Other

comprehensive

income 22.850,75 1.278.636,80 1.301.487,55 22.850,75 1.278.636,80 1.301.487,55

Total

comprehensive

income for the year (22.184.810,04) 1.278.636,80 (20.906.173,24) (22.318.656,04) 1.278.636,80 (21.040.019,24)

Upon adoption of the amendments to IAS 19, the total unrecognized past service cost included in the statements of financial position of the 1/1/2012 (which is the

date of transition to the new IAS 19 as date / date of entry of the comparative period) and after transferred to the statement of comprehensive income and no longer

amortized in the income statements subsequent years . Specifically ,the restated accounts for the comparable periods resulting in the adoption of the amendments to

IAS 19 are as follows :

GROUP COMPANY

Effect of the

amended IAS 19

Effect of the

amended IAS 19

GROUP COMPANY

Effect of the

amended IAS 19

Effect of the

amended IAS 19

GROUP COMPANY

Effect of the

amended IAS 19

Effect of the

amended IAS 19

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Page 75

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

29. Effects of the amended IAS 19 (cont.)

31/3/2013 31/3/2013 31/3/2013 31/3/2013

PUBLISHED RESTATED PUBLISHED RESTATED

Equity and liabilities

Total equity 32.560.343,27 32.560.343,27 32.055.846,27 32.055.846,27

Total non-current liabilities

Staff leaving Indemnity 8.509.081,50 8.509.081,50 9.979.897,00 9.979.897,00

Deferred income tax

liabilities 1.268.772,52 1.268.772,52 1.268.772,52 1.268.772,52

1/1 - 31/03/2013 1/1 - 31/03/2013 1/1 - 31/03/2013 1/1 - 31/03/2013

PUBLISHED RESTATED PUBLISHED RESTATED

Statement of

comprehensive income

(Loss) /Profit before taxation (8.586.180,26) (8.586.180,26) (8.197.457,26) (8.197.457,26)

(Loss) /Profit after taxation (10.975.810,85) 319.659,20 (10.656.151,65) (10.574.666,85) 319.659,20 (10.255.007,65)

Other comprehensive

income 1.587.109,30 (1.598.296,00) (11.186,70) 1.587.109,30 (1.598.296,00) (11.186,70)

Total comprehensive

income for the period (9.388.701,55) (1.278.636,80) (10.667.338,35) (8.987.557,55) (1.278.636,80) (10.266.194,35)

30/6/2013 30/6/2013 30/6/2013 30/6/2013

PUBLISHED RESTATED PUBLISHED RESTATED

Equity and liabilities

Total equity 31.177.829,03 31.177.829,03 30.537.868,03 30.537.868,03

Total non-current liabilities

Staff leaving Indemnity 8.636.562,00 8.636.562,00 8.636.562,00 8.636.562,00

Deferred income tax

liabilities 1.361.447,70 1.361.447,70 1.361.447,70 1.361.447,70

1/1 - 30/06/2013 1/1 - 30/06/2013 1/1 - 30/06/2013 1/1 - 30/06/2013

PUBLISHED RESTATED PUBLISHED RESTATED

Statement of

comprehensive income

(Loss) /Profit before taxation (9.887.496,24) (9.887.496,24) (9.649.360,24) (9.649.360,24)

(Loss) /Profit after taxation (12.388.003,68) 319.659,20 (12.068.344,48) (12.122.323,68) 319.659,20 (11.802.664,48)

Other comprehensive

income 1.616.787,89 (1.598.296,00) 18.491,89 1.616.787,89 (1.598.296,00) 18.491,89

Total comprehensive

income for the period (10.771.215,79) (1.278.636,80) (12.049.852,59) (10.505.535,79) (1.278.636,80) (11.784.172,59)

30/9/2013 30/9/2013 30/9/2013 30/9/2013

PUBLISHED RESTATED PUBLISHED RESTATED

Assets

Deferred income tax assets 2.343.250,79 2.343.250,79 2.343.250,79 2.343.250,79

Equity and liabilities

Total equity 39.598.679,05 39.598.679,05 38.970.487,05 38.970.487,05

Total non-current liabilities

Staff leaving Indemnity 8.764.042,50 8.764.042,50 8.764.042,50 8.764.042,50

1/1 - 30/09/2013 1/1 - 30/09/2013 1/1 - 30/09/2013 1/1 - 30/09/2013

PUBLISHED RESTATED PUBLISHED RESTATED

Statement of

comprehensive income

(Loss) /Profit before taxation (17.302.093,79) (17.302.093,79) (17.058.043,79) (17.058.043,79)

(Loss) /Profit after taxation (16.101.875,69) 319.659,20 (15.782.216,49) (15.824.426,69) 319.659,20 (15.504.767,49)

Other comprehensive

income 1.622.144,52 (1.598.296,00) 23.848,52 1.622.144,52 (1.598.296,00) 23.848,52

Total comprehensive

income for the period (14.479.731,17) (1.278.636,80) (15.758.367,97) (14.202.282,17) (1.278.636,80) (15.480.918,97)

Effect of the amended IAS

19

Effect of the amended IAS

19

GROUP COMPANY

Effect of the amended IAS

19

Effect of the amended IAS

19

GROUP COMPANY

Effect of the amended IAS

19

Effect of the amended IAS

19

GROUP COMPANY

Effect of the amended IAS

19

Effect of the amended IAS

19

GROUP COMPANY

Effect of the amended IAS

19

Effect of the amended IAS

19

GROUP COMPANY

The interim financial statements for 2013 had been published prior to the adoption of the 1/1/2012, originally designated to the affected sizes and these sizes are listed below:

GROUP COMPANY

Effect of the amended IAS

19

Effect of the amended IAS

19

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Page 76

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

30. Contingent liabilities

30.1. Additional tax may be charged by the tax authorities in case of tax inspection for the unaudited fiscal

year 2010 (note 12). Taking into account the experience of previous years, substantial charges are not

expected.

30.2. Compensations to third parties of about 28.64 million which are expected to adjudicated for lawsuits

that have been filed against the company. The legal advisors do not expect substantial charges for the

company from these claims.

31. Financial Commitments

31.1 Commitments under agreements of approximately 7.60 million euro for the production of Greek

programmes.

31.2 Commitments under agreements of approximately 4.42 million euro for foreign programmes.

31.3 Commitments under agreements of approximately 4.28 million euro for premises.

Operating lease obligations

Payble for the period 01/01/2014 - 31/12/2014 1.605.198

Payble for the period 01/01/2015 - 31/12/2018 2.673.970

Payble after a five year period from 01/01/2019 0

4.279.168

32. Remuneration of executives and management

Board of Directors´ salaries and other members of the management salaries including the remuneration of

the management were as follows:

01/01-31/12/2013 01/01-31/12/2012

Salaries 2.242.481 2.332.717

BOD remuneration - -

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Page 77

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

33. Related parties transactions

Related parties, besides the company TELETYPOS CYPRUS Ltd. (100%) and the company Logos Cyprus

(25%), are companies that their presentation in the BOD of the parent company are from people who

exercise significant control in these companies (Transactions with affiliated companies have been eliminated

in the statement of financial position due to consolidation).

Transactions with related parties are as follows:

Transactions with related parties are in accordance with the usual transaction and pricing policy of the

company. The existing claims / liabilities are not secured with any guarantee. They are settled according to

the company’s credit policy. There was no need to create a provision for contingency claims.

SALE SALE PURCHASE PURCHASE

01/01-31/12/13 01/01-31/12/12 01/01-31/12/13 01/01-31/12/12

DOL 725.033 698.004 302 2.354

PHGASOS 0 0 0 0

ANOSI S.A 0 0 6.573.724 6.185.054

ATA S.A. 0 0 2.815.760 3.088.473

O LOGOS 0 2.150 0 0

TELETYPOS CYPRUS* 0 0 0 0

TOTAL 725.033 700.154 9.389.786 9.275.881

31/12/2013 31/12/2012 31/12/2013 31/12/2012

DOL 3.380.755 2.488.964 -3.267 -2.895

PHGASOS 0 0 0 0

ANOSI S.A. 0 0 -10.225.355 -9.902.569

ATA S.A. 0 0 -4.723.774 -4.719.420

O LOGOS 2.150 2.150 0 0

TELETYPOS CYPRUS (dividends) 0 0 0 0

TELETYPOS CYPRUS* 0 0 -2.662.403 -2.682.403

TOTAL 3.382.905 2.491.114 -17.614.799 -17.307.287

In the Group, the above amounts were eliminated for consolidation purposes.

CLAIMS LIABILITIES

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Page 78

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

34. Events after the statement of financial position date

a) On 19.02.2014 registered in the General Electronic Commercial Registry (G.E.MI) with code registration

number 160286, the minute of the Board of Directors dated 10.02.2014 of the company under the name

'TELETYPOS SA TELEVISION PROGRAMMES' according to which:

- Athanasios Andreoulis elected as new member of the Board of Directors in the position of the resigned at

7.2.2014 Anthony Theocharis and Anthony Theocharis elected as independent non-executive director in the

position of the resigned at 2.7.2014 independent non-executive member George Aidinis, for the rest of

service of the resigned members.

- After this replacement the Board of Directors was re-constituted and blocking rights and representation

allocated as follows:

Stavros P. Psicharis - Chairman, non-executive member

Athanasios Andreoulis - CEO , executive member

Georgios Bobolas - Non-executive member

Fotios Bobolas - Non-executive member

Elias Tsigas - Non-executive member

Panagiotis Psicharis - Non-executive member

Antonios Theocharis - Independent non-executive member

Georgios Prousanidis - Independent non-executive member

The Board of Directors will be in office until 1/7/2018.

β) At 10/02/2014 the amount of 702.420 euro was debited to the ‘Digital Provider S.A’ account as a result of

the share capital increase that was approved at the General Assemble of 16/09/2013. The amount 702.420

euro corresponds to the participation of Teletypos S.A. in the share capital increase. Since the approval of

the financial statements of 2013 the aforementioned share capital increase has not been completed.

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Page 79

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Notes to the consolidated and separate financial statements in accordance with IFRS

31st December, 2013

(Expressed in Euro)

35. Approval of financial statements

The financial statements have been approved by the BoD at the 6th of March 2014.

Athens, 06 March 2014

President of Board of Directors Managing Director Chief Accountant

Stavros P.Psicharis Athanasios G. Andreoulis Vasilios A. Kritikos

Χ 214638 Φ 064116 Licence No 0004759 O.E.E. A’CLASS

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Page 80

TELETYPOS TELEVISION PROGRAMMES S.A.

Companies Reg. No 19407/06/Β/89/20

36. TABLE OF USE OF FUNDS RAISED

In accordance with article 4.1.2 of the Athens Exchange Regulation and decisions no. 25/17.07.2008 of the Board of Directors of Athens Exchange and no. 7/448/11.10.2007 of the Board of Directors of Hellenic Capital Market Commission, it is hereby announced that the company’s share capital was increased by the issue of 50.396.500 new ordinary registered shares with voting rights and raised total funds amounted to € 15.118.950. Total expenses due to the share capital increase amounted to € 369.098,47 and were fully covered by the proceeds of the above mentioned share capital increase. Thus, total funds raised net of share capital issue costs amounted to € 14.749.851,53 . Athens Exchange approved on 04.10.2013 the admission to trading on the ATHEX of the 50.396.500 new shares. The new shares commence trading on the ATHEX on 14.10.2013.

(Amounts in euro)

Total funds raised

(amounts in €) % Use of funds Balance of funds

Use of Funds raised

As of 04/10/2013 As of 31/12/2013

Repayment of suppliers 8.869.851,53 61,11% 8.869.851,53 -

Installment payment of debenture loan 5.880.000,00 38,89% 5.880.000,00 -

Issue costs 369.098,47 2,44% 369.098,47 -

Total 15.118.950,00 100% 15.118.950,00 --

Athens, 06 March 2014

President of Board of Directors Managing Director Chief Accountant

Stavros P.Psicharis Athanasios G. Andreoulis Vasilios A. Kritikos

Χ 214638 Φ 064116 Licence No 0004759 O.E.E. A’CLASS

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Page 81

Report of factual findings

(Translation from the original in Greek)

To the Board of Directors of

«MEGA CHANNEL»

We have performed the agreed upon procedures enumerated below with respect to the dataof the “TABLE FOR THE

USE OF PROCEEDS FROM THE SHARE CAPITAL INCREASE” Our engagement was undertaken in accordance

with the International Standard on Related Services 4400 applicable to agreed-upon procedures engagements. We have

agreed to perform the following procedures and report to you the factual findings resulting from our work.

Procedures performed

Our procedures are summarized as follows:

1. We compared the amounts reported as allocated funds in the attached "TABLE FOR THE

USE OF PROCEEDS FROM THE SHARE CAPITAL INCREASE" with the respective amounts

recorded in the company’s books and records during the related period.

2.We examined and verified consistency of Table’s data with the Prospectus issued by the

company for this purpose as well as with the relative announcements and decisions

from the responsible bodies of the company.

We report our findings below:

a)With respect to item 1 we found that the allocated funds per year as shown in the attached “TABLE FOR

THE USE OF PROCEEDS FROM THE SHARE CAPITAL INCREASE" are in agreement with the

company’s books and records for the respective periods.

b) The content of the Table includes the minimum information provided for this purpose by the regulatory

framework of the Athens Stock Exchange and the relevant legal framework of Capital Market and is consistent

with those mentioned in the relevant Prospectus and the relevant resolutions and announcements of the competent

company bodies.

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Page 82

Since the above procedures do not constitute either an audit or a review made in accordance with International Standards

on Auditing or International Standards on Review Engagements we do not express any assurance in addition to those

mentioned above.

Had we performed additional procedures or had we performed an audit or review in accordance

with International Standards on Auditing or International Standards on Review Engagements, other matters might have

come to our attention that would have been reported to you.

Our report is solely for the purpose set forth in the first paragraph of this report in compliance

with the obligations to the Supervisory Authorities, and is not be used for any other purpose. This report relates only to

the data specified above and does not extend to any financial statements of the company, taken as a whole.

Piraeus, 10 March, 2014

THE CERTIFIED PUBLIC ACCOUNTANT

COSTAS CONSTANTINOU

REG. NO. 33801

MOORE STEPHENS

CHARTERED ACCOUNTANTS

REG. NO. 119