TX : Rapport online 2022 (en anglais)

Annual Report 2022 TX Group

1 Group at a Glance



2

Editorial by the Chairman of the Board of Directors

Dear shareholders

Dear partners of the TX Group

Dear employees

The last three years have not been easy. War broke out in Europe not long after the worldwide pandemic was over- come. The global economy is suffering from this and from the geopolitical tensions. We can be thankful that our country has been largely spared so far. This can neither be taken for granted nor is it guaranteed indefinitely. It is therefore crucial for us to engage with the world around us and to cultivate the values of our country and society.

As a significant private media group, we care about these values. We want to contribute to a free society. We see it as our role to create transparency and to provide orientation. So that people can form their own opinions - from political to commercial to private topics. This is the purpose of our group.

Our newspapers and digital platforms strive to be reliable sources and to offer perspectives - every day. We have high standards for the quality of our media. We report on this and on our commitment to social and ecological responsibility in a separate sustainability report.

Dr. Pietro Supino,

Chairman & Publisher

Contrary to the content-related performance review, the financial results for the year 2022 are not satisfying. Our companies Tamedia, 20 Minuten and Goldbach did not perform up to expectations.

Nevertheless, significant groundwork has been done for the digital transformation of the business at Tamedia and a change in management has been initiated. Parallel to the transformation investments, adjustments to the areas which are in decline will be inevitable. The market position is still unique and offers sound conditions from which to return to a successful path.

A promising new CEO at 20 Minuten, Bernhard Brechbühl, started on 1 August 2022. In a first step, he and his management team are concentrating on continuing the already well advanced digital transformation. A new growth strategy will follow.

Goldbach is facing the prevailing pressure on the advertising market. This will also open consolidation opportunities.. Goldbach is thus investing in the technological transformation of its business. A simplification of the structure and a clear focus is necessary for the integration of Clear Channel's Swiss activities. With this acquisition, the promising "out of home" advertising business can be developed as a new important profit pool of the group.

3

Editorial by the Chairman of the Board of Directors

The development in the TX Markets segment was very pleasing. JobCloud was able to continue its growth course in Switzerland. The development of the 49 per cent stake in karriere.at in Austria is also excellent.

Just like Goldbach Media, the heart of the Goldbach Group, JobCloud is fully consolidated. However, as we are running these businesses with partners, the result belong to us only on a prorata basis (50% of JobCloud and 54% of Goldbach Media). This has increasingly affected the consolidated profit share for TX shareholders in recent years.

Meanwhile, the participation in the SMG Swiss Marketplace Group, founded in November 2021 (approx. 31%), is accounted for "at equity". The company is now well established and shows great potential. Our former CEO Christoph Tonini leads SMG since 1 February 2023.

Also promising is the development of the Fintech Portfolio in Ventures, set to launch as an investment fund on 1 April 2023. Doodle and Zattoo were able to gain ground in their development, which should allow them to achieve further steps in the next 18 months.

And finally, we are exploring exciting opportunities for the development of our real estate properties. A recognised real estate expert will join the Group Management at the beginning of April for this purpose. By the end of 2023, the Group will have achieved its goal of reducing central costs by CHF 20 million.

The Group's decentralised structure creates transparency. This facilitates the ability to identify operational weaknesses that need to be addressed within the companies.And it has made the value of the group more visible as the sum of its parts. This, in connection with successful transactions, has also led to a higher valuation at the stock exchange. The development must be pursued at both levels.

Strong relationships are particularly important in challenging times. With this in mind, I would like to thank our shareholders, our business partners and all our employees and management for the trust and commitment during the difficult financial year 2022.

Dr. Pietro Supino

Chairman & Publisher

Group structure	5
Segment reports	6
TX Markets	6
Goldbach	9
20 Minuten	12
Tamedia	15
Group & Ventures	18
Corporate Governance	20
Group structure and shareholders	20
Capital structure	22
Board of Directors	24
Group Management	32
Shareholders' participation rights	35
Changes of control and defensive measures	36
Statutory auditors	36
Information policy	37
Embargo periods for share trading	37
Compensation Report	38
Content and method of determining compensation and shareholding programmes	38
Compensation paid to the Board of Directors and Group Management	41
Report of the statutory auditor	45
Financial reporting	47
Alternative key performance figures	47
Normalised consolidated income statement	47
Revenues	48
Changes in costs and extraordinary effects	52
Profitability and net income / (loss)	53
Medium-term financial developments normalised	55
Investments	55
Financing	56
Balance sheet	57
Personnel	58
Information for investors	61
Consolidated Financial Statements	63
Consolidated statement of comprehensive income	63
Consolidated balance sheet	64
Consolidated statement of cash flows	65
Consolidated statement of changes in equity	66
Notes to the consolidated financial statements	67
Report of the statutory auditor	116
Annual Financial Statements of TX Group AG	121
Income statement	121
Balance sheet	122
Notes to the annual financial statements	123
The Board of Directors' proposed appropriation of available earnings	130
Report of the statutory auditor	131