EXHIBIT 4.13


 


Conformed Copy


 


AGREEMENT FOR TRANSFER


 


OF THE


 


SHARE CAPITAL


 


OF


 


VERONICA UITGEVERIJ B.V.


 


AGAINST


 


ISSUE OF SBS SHARES


 


 


DATED 1
September 2003


 


 


BETWEEN


 


 


VERONICA
HOLDING B.V.


 


 


And


 


 


SBS
BROADCASTING B.V.


 


 





 


Amsterdam


 

















 


CONTENTS


 


	
  Clause

  	
   

  
	
  1.

  	
  Interpretation

  	
   

  
	
  2.

  	
  Transfer and Contribution in kind

  	
   

  
	
  3.

  	
  Signing

  	
   

  
	
  4.

  	
  Restructuring

  	
   

  
	
  5.

  	
  Administration

  	
   

  
	
  6.

  	
  Consideration

  	
   

  
	
  7.

  	
  Pro Forma Completion Balance Sheet

  	
   

  
	
  8.

  	
  Independent Accountants

  	
   

  
	
  9.

  	
  Indebtedness,
  Guarantees and Payments

  	
   

  
	
  10.

  	
  Warranties

  	
   

  
	
  11.

  	
  Liability
  Limits

  	
   

  
	
  12.

  	
  Specific Indemnity

  	
   

  
	
  13.

  	
  Protective Covenants

  	
   

  
	
  14.

  	
  Confidentiality

  	
   

  
	
  15.

  	
  Notices

  	
   

  
	
  16.

  	
  Further Assurances

  	
   

  
	
  17.

  	
  Assignments

  	
   

  
	
  18.

  	
  Payments

  	
   

  
	
  19.

  	
  General

  	
   

  
	
  20.

  	
  Governing
  Law

  	
   

  
	
  21.

  	
  Arbitration

  	
   

  
	
  22.

  	
  Language

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedules

  	
   

  
	
   

  	
   

  	
   

  
	
  1.

  	
  License Agreement

  	
   

  
	
  2.

  	
  Shareholders Agreement

  	
   

  
	
  3.

  	
  Subscription Agreement

  	
   

  
	
  4.

  	
  Tax ruling

  	
   

  
	
  5.

  	
  Domain name

  	
   

  
	
  6.

  	
  Signing

  	
   

  
	
  7.

  	
  Deed of Contribution

  	
   

  
	
  8.

  	
  Restructuring

  	
   

  
	
  9.

  	
  Deed of Contribution relating to the
  Restructuring

  	
   

  
	
  10.

  	
  Pro
  Forma Completion Balance Sheet

  	
   

  
	
  11.

  	
  2002
  Accounts

  	
   

  
	
  12.

  	
  Guarantees
  and Indemnities

  	
   

  
	
  13.

  	
  Warranties

  	
   

  
	
  14.

  	
  SBS
  Warranties

  	
   

  
	
  15.

  	
  Interpretation

  	
   

  



 

















 


THIS AGREEMENT is made on 1 September 2003 BETWEEN


 


(1)                                  Veronica
Holding B.V., a private limited liability company
incorporated under the laws of the Netherlands whose registered office is at
Olympia 2A, 1213 NT Hilversum, the Netherlands (Veronica); and


 


(2)................................. SBS
Broadcasting B.V., a private limited liability
company incorporated under the laws of the Netherlands, whose registered office
is at Rietlandpark 333, 1019 DW Amsterdam, the Netherlands (SBS);


 


The
Parties hereinafter individually referred to as “Party” and jointly as
“Parties”.


 


BACKGROUND:


 


(A)                              SBS belongs to the Group of SBS Broadcasting S.A., a limited
liability company incorporated under the laws of Luxembourg (SBS SA),
which owns interests in private commercial television and radio stations
located in Westerns and Eastern Europe. SBS is active in the multi-media
business and owns and operates three television stations in the Netherlands,
known as Net5, SBS6 and V8. These television stations offer a wide range of
quality programming including foreign movies, and series, local productions,
news and sports. SBS also owns one overall web site and three television
related web sites.


 


(B)                                Veronica wishes to transfer and SBS wishes to acquire the publishing
activities of Veronica, consisting of the editing and publishing of Veronica
Magazine and Veronica Satellite,  print
and related services (the Business). In connection therewith,
Veronica and SBS will enter into an exclusive license relating to the use of
the brand “Veronica” on even date hereof, a draft of the exclusive license
agreement in Agreed Form is attached hereto in the schedule headed “License
Agreement”.


 


(C)                                The Business is performed and owned by Veronica Uitgeverij (the Company).


 


(D)                               Veronica is the sole owner of all the issued and outstanding share
capital of the Company.


 


(E)                                 Veronica wishes to transfer and SBS wishes to acquire all the issued
and outstanding share capital of the Company (the Shares) free of any
Encumbrance on the terms and subject to the conditions set out in this
agreement.


 


(F)                                 The transfer of the Shares will be structured as a contribution in
kind on (new) shares in SBS to be issued to Veronica (the Consideration Shares). In
connection therewith, Veronica and the shareholders of SBS will enter into a
shareholders agreement of even date hereof, a draft in Agreed Form is attached
hereto in the schedule headed “Shareholders Agreement”.


 


(G)                                Upon Completion the Company will be a company within and become part
of the Group of SBS SA. SBS currently has no intention to outsource or transfer
any of the core functions of the Company to any of its current shareholders or
affiliates. SBS believes that the Business of the Company and its own business
will be complementary and will offer important cross promotional opportunities
that will be beneficial to the further development of the Business of the
Company as well as its own business.


 


(H)                               Veronica will enter on even date hereof into a subscription
agreement with SBS Nederland B.V. and N.V. Holdingmaatschappij De Telegraaf,
both limited liability companies organised under the laws of the Netherlands,
pursuant to such agreement Veronica will have the right to


 


1

















 


subscribe for additional shares in SBS, a
draft in Agreed Form is attached hereto in the schedule headed “Subscription
Agreement”.


 


(I)                                    The Parties hereto have obtained all internal shareholder and/or
supervisory board approvals in accordance with their respective articles of
association.


 


(J)                                   Veronica and SBS have complied with the provisions of the Social and
Economic Council Merger Regulation (“SER-Besluit Fusiegedragsregels 2000 ter bescherming
van de belangen van werknemers”) and the provisions of the Works
Council Act and the works council of Veronica has rendered a positive advice
regarding the transactions contemplated in this agreement.


 


IT IS AGREED as follows:


 


1.                                      INTERPRETATION


 


1.1                                 In addition to terms defined elsewhere in this agreement, the
definitions and other provisions in the schedule headed “Interpretation” apply
throughout this agreement unless the contrary intention appears.


 


1.2                                 In this agreement, unless the contrary intention appears, a
reference to a clause, subclause, exhibit or schedule is a reference to a
clause, subclause, exhibit or schedule of this agreement.  The schedules and exhibits form part of this
agreement.


 


1.3                                 The headings in this agreement do not affect its interpretation.


 


2.                                      TRANSFER
AND CONTRIBUTION IN KIND


 


2.1                                 By this agreement Veronica agrees to transfer and contribute, and
SBS agrees to acquire and accept, the Shares through a contribution in kind of
the Shares against issue of the Consideration Shares to Veronica.


 


2.2                                 On Signing, Veronica shall make a contribution in kind (storting in
natura) consisting of the Shares free from all Encumbrances and
together with all rights attaching to them on the Consideration Shares. SBS
herewith acknowledges to accept the Shares as a contribution in kind on the
Consideration Shares and shall issue the Consideration Shares to Veronica.


 


2.3                                 The consideration for the sale of the Shares shall be determined in
accordance with the clause headed “Consideration”.


 


2.4                                 Veronica:


 


(a)                                  covenants with SBS that it has the right to transfer to SBS full
ownership in the Shares on the terms and subject to the conditions set out in
this agreement; and


 


(b)                                 waives all rights of pre-emption (voorkeursrecht) which it may
have (whether under the Company’s constitutional documents or otherwise) in
respect of the transfer to SBS of the Shares and has procured the approval of
the appropriate body corporate as required by Veronica and the Company’s
constitutional documents or otherwise.


 


3.                                      SIGNING


 


3.1                                 Signing shall take place at the offices of SBS’s Lawyers at 15.00
hours on 1 September 2003.


 


2

















 


3.2                                 At Signing Veronica and SBS shall do, or procure to be done, those
things respectively listed in relation to it or its Group in the schedule
headed “Signing”.


 


3.3                                 The Notary is a civil law notary with SBS’s Lawyers. Veronica acknowledges
that it is aware of the provisions of the “Guidelines concerning associations
between civil law notaries and lawyers (Richtlijnen met betrekking tot samenwerkingsverbanden
tussen notarissen en advocaten)” of the Board of the Royal
Professional Organisation of Civil Law Notaries (Koninklijke Notariële
Beroepsorganisatie). 
Veronica acknowledges and agrees that SBS’s Lawyers may advise and act
on behalf of SBS with respect to this agreement, and any agreements and/or any
disputes related to or resulting from this agreement.


 


3.4                                 If for any reason a Party does not do or procure to be done all
those things listed in relation to it or its Group in this clause or the
schedule headed “Signing”, the other Party may elect (in addition and without
prejudice to all other rights or remedies available to it) to terminate this
agreement (except for the clause headed “Confidentiality” and the clauses
following it and the relevant provisions of the clause and schedule headed
“Interpretation”) or to fix a new date for Signing. Neither of the Parties
shall be obliged to complete the transfer of the Shares and the issue of the
Consideration Shares unless all those things set out in the schedule headed
“Signing” are done simultaneously, provided that this subclause shall not
prejudice any rights or remedies available to any Party in respect of any
default on the part of any other Party.


 


4.                                      RESTRUCTURING


 


It
is acknowledged and agreed between the Parties that Veronica has procured and
shall procure that before Signing, but in any event within five Business Days
following the Signing, all assets, liabilities and agreements have been or will
be transferred to the Company which are required to operate the Business.
Veronica shall indemnify SBS, or the Company, for any and all costs and
liabilities in relation to the Company not owning all of the assets it requires
to operate the Business. The schedule headed “Restructuring” sets forth in more
detail which liabilities are assumed by the Company and which agreements are or
shall be transferred to the Company. The schedule headed “Deed of Contribution
relating to Restructuring” sets forth in detail which assets and liabilities
have been contributed by Veronica to the Company by virtue of the execution of
the attached Deed of Contribution relating to the Restructuring on 1 September
2003, which deed was executed prior to the Signing of this agreement.


 


5.                                      ADMINISTRATION


 


It
is acknowledged by the Parties that the administration of Veronica Group and
the Company are integrated, with the exception of the administration relating
to the subscribers to Veronica Magazine and Satellite and relating to the
members of the Association. The Parties shall discuss after Signing how the
administration of the Company shall be separated from the administration of
Veronica Group. In as far as the administration is available in hard copy, such
administration will be delivered to the Company within five Business Days
following Signing. In as far as the administration has been stored
electronicly, Veronica will grant SBS and/or the Company and their advisers
unlimited access to such administration and will fully cooperate with SBS
and/or the Company and their advisers to retrieve any administration that may
be relevant to them. Veronica will furthermore at the request of SBS fully
cooperate to transfer to the Company or SBS the administration relating to the
Company in an electronic form. Any information in such administration relating
to the Company and Veronica Litho B.V. and Veronica Digitaal B.V. is confidential
information and the provisions of clause 14 shall apply mutatis mutandis,
however it is understood that


 


3

















 


also
the other members of the Veronica Group have access to the integrated
administration under the same confidentiality obligation.


 


6.                                      CONSIDERATION


 


The
consideration for the transfer of the Shares (which is subject to adjustment as
provided in this agreement) shall consist of the issue by SBS of the
Consideration Shares to Veronica representing upon issue an equity interest of
10% in SBS (the Consideration  Ownership Percentage). This percentage has
been determined based on an agreed valuation of the contribution of the Shares
of Euro 54,6 million at Completion (the Shares Value) divided by the sum of Euro
492 million, which reflects the agreed value of SBS at Completion (the SBS Value),
and the Shares Value and then multiplied by one hundred.


 


7.                                      PRO FORMA COMPLETION BALANCE SHEET


 


7.1                               Preparation of Pro Forma Completion Balance Sheet


 


Veronica
has prepared and delivered to SBS a pro forma completion balance sheet of the
Company as at 31 August 2003 (the Pro Forma Completion Balance Sheet). The
Pro Forma Completion Balance Sheet is attached in the schedule headed “Pro
Forma Completion Balance Sheet”. The Pro Forma Completion Balance Sheet shall
be prepared in accordance with the following:


 


(a)                                  the accounting policies, principles, practices, evaluation rules and
procedures, methods and bases adopted by the Company in the preparation of the
Accounts and the principles set out in the notes of the accountant to such Pro
Forma Completion Balance Sheet, provided the same are consistent with GAAP in
force at the Pro Forma Completion Balance Date; and


 


(b)                                 to the extent not covered by (a), GAAP in force at the Pro Forms
Completion Balance Sheet  Date; and


 


(c)                                  the value of the assets (not included in the Working Capital) as
reflected in the Pro Forma Balance Sheet shall not be subject to any
revaluation and adjustment of the Consideration.


 


7.2                               Notification of disputed items


 


Within
forty-five days following the date of this agreement, SBS shall prepare a pro
forma completion balance sheet (the SBS’s Pro Forma Completion Balance Sheet)
as at 31 August 2003 and shall have an audit performed on the SBS’s Pro Forma
Completion Balance Sheet, which shall be prepared in accordance with the
principles set forth in clause 7.1(a), 7.1(b) and 7.1(c). Within ten Business
Days following finalisation of such audit, SBS shall notify Veronica of any
item or items it wishes to dispute of the Pro Forma Completion Balance Sheet
together with the reasons for such dispute and a list of proposed adjustments.
If, by the expiry of such period of ten Business Days, no such notice is
received by Veronica or SBS has notified Veronica that there are no items it
wishes to dispute, the Pro Forma Completion Balance Sheet shall constitute the
Completion Balance Sheet for the purposes of this agreement and shall be
binding on the Parties.


 


7.3                               Reference of disputes to Independent Accountants


 


If,
in accordance with this clause 7, notice is received by Veronica as to any item
in dispute, Veronica and SBS shall use their best endeavours to agree in
writing the item or items


 


4

















 


disputed
by SBS and any other item or items which, following receipt of notice of the
items disputed by SBS, SBS notifies Veronica that it wishes to adjust.  If such item or items are not agreed in
writing between Veronica and SBS within thirty days following the receipt by
Veronica of the notice of the items disputed by SBS, each party shall have the
right to refer the item or items in dispute to the Independent Accountants. The
item or items in dispute  shall then be
determined by the Independent Accountants, in which event the Independent
Accountants shall also determine the Aggregate Amount (as defined hereinafter).


 


The
Pro Forma Completion Balance Sheet, adjusted to reflect the item or items as
agreed between Veronica and SBS in writing or as determined by the Independent
Accountants shall constitute the Completion Balance Sheet for the purposes of
this agreement.


 


7.4                               Provision of information


 


Veronica
shall and shall procure that Veronica’s Accountants shall provide SBS and SBS’s
Accountants and the Independent Accountants with all information, assistance
and access to books and records of account, documents, files and papers and
information stored electronically which they reasonably require for the
purposes of this clause and the clause headed “Independent Accountants”. SBS
shall and shall procure that the Company and that SBS’s Accountants shall
provide Veronica and Veronica’s Accountants and the Independent Accountants
with all information, assistance, books and records of account, documents,
files, papers and information stored electronically which they may reasonably
require for the purposes of this clause and the clause headed “Independent
Accountants”.


 


7.5                               Adjustment to Consideration


 


It
is acknowledged and agreed that at the Completion Date the Company shall not
have any Debt and that the Working Capital of the Company shall be Euro 0 at
Completion. Any actions of Veronica to achieve the Company being free of any
Debt or to achieve a Working Capital of Euro 0, shall not have any adverse tax
effect of whatsoever nature for the Company and for SBS.


 


It
is, furthermore, acknowledged and agreed that in the event that the Completion
Balance Sheet differs from the Pro Forma Completion Balance Sheet a
recalculation shall take place of the Consideration, whereby each item on such
balance sheets shall be taken into account and compared. The aggregate amount
resulting from such comparison, which would result in an adjustment to the
Consideration as set out in clause 6 in accordance with the provisions of
clause 10.10 shall be equal to the amount by which the net asset value as shown
in the Completion Balance Sheet shall differ from the net asset value as shown
in the Pro Forma Balance Sheet (the Aggregate Amount) and be settled as
follows:


 


If
the parties did not refer the item or items in dispute of the Pro Forma
Completion Balance Sheet (the Disputed Items) to the Independent
Accountants in an earlier stage as set out in clause 7.3 the parties shall
discuss the Disputed Items and try to reach an understanding regarding the
Disputed Items within five Business Days following one year after Signing. If
no agreement has been reached the Disputed Items shall be determined by the
Independent Accountants, whereupon a comparison between the Pro Forma
Completion Balance Sheet and the Completion Balance Sheet on an item for item
basis shall be made as set forth in this clause 7.5. Upon finalisation of such
comparison the parties shall enter into discussions regarding the way of
settlement of the Aggregate Amount. If parties have not reached an
understanding regarding the way of settlement within thirty days following the
finalisation of aforementioned comparison, the Aggregate Amount shall be
settled either in cash or in kind in accordance with the provisions of clause
10.10 of this agreement, it being understood that


 


5

















 


there
shall be disregard of the Aggregate Amount in the event such amount is less
than Euro 75,000. If the Aggregate Amount is Euro 75,000 or more, this amount
shall be taken into account when determining whether the threshold set out in
clause 11.1(b) is met, which threshold shall also apply in relation to the
settlement of the Aggregate Amount.


 


If
the parties had referred the Disputed Items to Independent Accounts as set out
in clause 7.3, the parties shall enter into discussions regarding the way of
settlement of the Aggregate Amount one year following the Signing. If parties
have not reached an understanding regarding the way of settlement within thirty
days following one year after Signing, the Aggregate Amount shall be settled
either in cash or in kind in accordance with the provisions of clause 10.10 of
this agreement, it being understood that there shall be disregard of the
Aggregate Amount in the event such amount is less than Euro 75,000. If the
Aggregate Amount is Euro 75,000 or more, this amount shall be taken into
account when determining whether the threshold set out in clause 11.1(b) is
met, which threshold shall also apply in relation to the settlement of the
Aggregate Amount.


 


8.                                      INDEPENDENT
ACCOUNTANTS


 


8.1                                 If and whenever any item in dispute relating to the Pro Forma
Completion Balance Sheet is to be referred, in accordance with the relevant
provision of this agreement, to Independent Accountants, it shall be referred
to:


 


(a)                                  PriceWaterhouseCoopers or, if such firm is not willing to accept
such assignment on reasonable terms and conditions, Deloitte; or


 


(b)                                 if both PriceWaterhouseCoopers and Deloitte are not willing to
accept the assignment on reasonable terms and conditions, as shall be appointed
for this purpose on the application of Veronica or SBS by the President of the
Dutch Institute for Registered Accountants (Nederlands Instituut voor Register Accountants
(NIVRA).


 


8.2                                 The Independent Accountants shall take into account the principles
set out in clause 7.1(a), 7.1(b) and 7.1(c) and act on the following basis:


 


(a)                                  the Independent  Accountants shall determine the dispute by
means of a binding advice (bindend advies);


 


(b)                                 the items or items in dispute shall be notified to the Independent  Accountants
in writing by Veronica and/or SBS within ten Business Days following the
Independent  Accountants’ appointment;


 


(c)                                  their terms of reference shall be to determine the item or items in
dispute and therefore the calculation of the Consideration and the amounts of
any adjustment to be made by a party within fifteen Business Days of notice
given under (b);


 


(d)                                 the Independent  Accountants shall decide the procedure to
be followed in the determination, but shall allow the Parties to make written
representations. The Independent Accountants shall render their decision within
fifteen Business Days;


 


(e)                                  Veronica and SBS shall each provide (and to the extent they are
reasonably able shall procure that their respective accountants and SBS shall
procure that the Company provides) the Independent  Accountants promptly with
all information which they reasonably require and the Independent  Accountants
shall be entitled (to the extent they consider it appropriate) to base their
opinion on such information and on the accounting and other records of the
Company; and


 


6

















 


the
costs of the determination, including fees and expenses of the Independent  Accountants
shall be borne equally as between Veronica on the one hand and SBS on the other
hand.


 


9.                                      INDEBTEDNESS, GUARANTEES AND PAYMENTS


 


9.1                                 Veronica shall procure that at Signing Veronica nor any member of
Veronica’s Group (i) has any account, including interest, payable or receivable
from the Company, (ii) has any liability for, or has any of them furnished any
securities, guarantees or sureties for on behalf of the Company, or (iii) owns
rights or assets which are exclusively used by or in connection with the
Business, except for the trademarks owned by Veronica Merken B.V. as follows
from the License Agreement.


 


9.2                                 Veronica shall procure that at Signing and other than following from
this agreement or any related agreement, the Company will not have (i) any
liabilities or other obligations (fixed or contingent) to any member of
Veronica’s Group, (ii) any financial debt or long-term liabilities, and (iii)
is released from all guarantees and indemnities of whatever nature given by it
in respect of any liability or obligation of any member of Veronica’s Group.


 


9.3                                 Veronica shall procure that at Signing any agreement, obligation and
arrangement of any nature whatsoever, between the Company and any member of
Veronica’s Group, shall have been duly terminated and settled, and the Company
shall not have any obligation in effect or outstanding towards any member of
Veronica’s Group after Signing, other than pursuant to this agreement or any
related agreement, including the License Agreement and the deed of contribution
in connection with the Restructuring.


 


9.4                                 SBS shall use all reasonable endeavours to procure that as from
Signing each member of Veronica’s Group is released from all guarantees and
indemnities given by each member of Veronica’s Group in respect of obligations
of the Company and of which full particulars are contained in the schedule
headed “Guarantees and Indemnities”. SBS shall indemnify and keep each member
of Veronica’s Group harmless for and against any liability, resulting for each
member of Veronica’s Group (excluding the Company) from such guarantees and
indemnities.


 


10.                               WARRANTIES


 


10.1                           Veronica represents and warrants (garandeert)
to SBS that each of the statements set out in the schedule headed
“Warranties” will at Signing be true and accurate, save to the extent any
disclosures have been made in this agreement. SBS represents and warrants (garandeert)
to Veronica that each of the statements set out in the schedule headed
“SBS Warranties” is and will at Signing be true and accurate, save to the
extent any disclosures have been made in this agreement. For the purposes of
this clause 10 and clause 11 the statements set out in the schedules
“Warranties” and “SBS Warranties” shall be jointly referred to as “Warranties”
unless the context requires otherwise.


 


10.2                           Each of the Warranties set out in the
several paragraphs of the schedules headed “Warranties” and “SBS Warranties” is
separate and independent and except as expressly provided to the contrary in
this agreement is not limited by reference to any other paragraph of the
schedule headed “Warranties” or “SBS Warranties” respectively.


 


10.3                           Veronica agrees with SBS that it will not
and shall procure that no member of Veronica’s Group shall bring any claim in
connection with giving the Warranties against any employee or managing director
of the Company in the event of a Warranty Claim except in the event of fraud or
criminal behaviour. SBS agrees with Veronica that it will not and shall procure
that no member of SBS Group shall bring any claim in connection with giving the
SBS Warranties


 


7

















 


against any employee, managing
director or supervisory director of SBS in the event of a Warranty Claim except
in the event of fraud or criminal behaviour.


 


10.4                           Without prejudice to any other remedy
available to either Party, the Parties undertake with each other that they will
pay to the other Party the amount required to put the other Party, or the
Company (in the event of a breach of the Warranties by Veronica), in the
position in which it would have been had the breach of Warranty not occurred.
For the avoidance of doubt, any amounts payable for breach of Warranty will
include an amount for all taxes imputed on the Parties or the Company,
reasonable costs incurred by the Parties or, as the case may be, the Company,
in connection with the prevention or limitation of any loss or damage resulting
from or arising as a result of any breach of Warranty including reasonable
legal costs incurred in instructing and retaining professional advisers.


 


10.5                           Any payment made in cash by a Party in
respect of a breach of the Warranties shall, to the extent possible, be deemed
to be a reduction in the consideration for the transfer of the Shares or the
Consideration Shares, as the case may be.


 


10.6                           Without prejudice to any other rights or
remedies available to it, the Parties may deduct from any amount payable by it
under this agreement any sum due to it under this agreement (including in
respect of any breach of the obligations, Warranties and undertakings on the
part of either Party).


 


10.7                           Legal interest (wettelijke rente) shall be
payable on the amount of each Warranty Claim from the date that first notice of
such Warranty Claim is given to the relevant Party. It is acknowledged and
agreed that, in case a Warranty Claim is paid in cash, legal interest (wettelijke
rente) shall be payable, at the discretion of SBS, to SBS or to the
Company as notified by SBS to Veronica. Any payment of legal interest (wettelijke
rente) shall be made in accordance with clause 10.10 of this
agreement.


 


10.8                           The liability of the Parties in
connection with the Warranties shall be subject to the limitations contained
in, and to the other provisions of, the clause headed “Liability Limits” and
any Warranty Claim under this agreement shall be subject to the provisions of
that clause.


 


10.9                           The Parties shall notify each other in
writing of a breach of a Warranty within due time (which the Parties agree to
be sixty days) after the respective Party has actual knowledge of such breach.
The notice must set out in reasonable detail the events or facts giving rise to
the breach of Warranty and, to the extent possible, indicate the amount of
damages involved. A Party shall not be liable for a Warranty Claim if the
Parties fail to reach agreement on such Warranty Claim and the other Party has
not commenced arbitration pursuant to clause 21.1 of this agreement within six
months from such notification.


 


In
the event that article 7:23 of the Dutch Civil Code would apply to the
transactions contemplated in this agreement, the Parties acknowledges
that (i) neither of them is under any obligation to conduct an investigation
after Completion to establish whether there is a breach of Warranty, (ii) that
sixty days is a reasonable period to notify the other Party of a Warranty
Claim, and (ii) that the time in which the Parties should reasonably have
become aware of the breach is specified per type of Warranty in subclause
11.1(d) and 11.1(e) of the clause headed “Liability Limits”.


 


10.10                     The Parties agree that a payment in
respect of a claim due under this agreement or any related agreement, including
the License Agreement, may, at the discretion of the party who has the
obligation to pay, either be settled in cash or in kind, provided that such settlement
is in accordance with the provisions of the Tax Ruling, which is attached
hereto in the schedule headed “Tax Ruling”. Payments in kind will be calculated
as follows:


 


8

















 


(a)                                  in case of Veronica by virtue of a transfer of Consideration Shares
to SBS representing an equity interest in SBS expressed as a percentage that is
equal to the difference between (i) the Consideration Ownership Percentage and
(ii) an amount equal to the Shares Value less the amount due, divided by the
sum of (a) the SBS Value plus (b) the Shares Value less the amount due,
multiplied by one hundred;


 


(b)                                 in case of SBS by virtue of the issue or transfer of additional
shares in the capital of SBS to Veronica representing an equity interest in SBS
expressed as a percentage that is equal to the difference between (i) the
Consideration Ownership Percentage and (ii) an amount equal to the Shares
Value, divided by the sum of (a) the SBS Value less the amount due plus (b) the
Shares Value, multiplied by one hundred.


 


11.                               LIABILITY
LIMITS


 


11.1                           The liability of the Parties under the
Warranties or the SBS Warranties, as the case may be, shall be limited as
follows:


 


(a)                                  there shall be disregarded for all purposes any breach of the
Warranties in respect of which the amount of the damages to which any of the
Parties would otherwise be entitled is less than Euro 75,000, it being
understood that breaches following from the same or similar event shall be
taken into account as one breach;


 


(b)                                 the Parties shall not be entitled to recover any damages in respect
of any breach or breaches of the Warranties unless the aggregate amount of the
damages in respect of such breach or breaches exceeds Euro 250,000 in which
case the whole amount may be recovered by the Parties;


 


(c)                                  the maximum aggregate liability of each of the Parties in respect of
all and any claims relating to the Warranties and indemnities set forth in
clause 12 shall not exceed Euro 40,950,000.


 


(d)                                 Veronica shall cease to have any liability under or in respect of
the Warranties:


 


(i)                                     on the date which is six years after Completion or such later date
being six months after the expiry of the periods allowed for by law for the
assessment of the liability of Veronica in respect of the Warranties in Part 4
(Taxation) of the schedule headed “Warranties”; and


 


(ii)                                  in respect of any other Warranties on the date which is 18 months
following the date of Completion,


 


except in respect of a claim of which SBS
gives written notice to Veronica before that relevant date, without prejudice
to the provisions of clause 10.9.


 


(e)                                  SBS shall cease to have any liability under or in respect of the
Warranties on the date which is 18 months after the date of Completion.


 


11.2                           The Parties shall not be liable in respect
of any Warranty Claim if and to the extent that it relates to any liability or
obligation on the part of the Company or SBS, as the case may be:


 


(a)                                  for which adequate provision in accordance with GAAP is made in the
Pro Forma Completion Balance Sheet with respect to a Warranty Claim made by SBS
to Veronica or SBS’s Accounts with respect to a Warranty Claim made by Veronica
to SBS;


 


9

















 


(b)                                 which would not have arisen but for a change in legislation (excluding
case law) made after the date of this agreement (whether relating to Taxation,
rates of Taxation or otherwise);


 


(c)                                  for which the Company actually received a tax refund or a reduction
in tax actually payable by the Company, to the extent that such refund or
reduction is directly attributable to the facts giving rise to the Warranty
Claim;


 


(d)                                 for which SBS actually received a tax refund or a reduction in tax
actually payable by SBS, to the extent that such refund or reduction is
directly attributable to the facts giving rise to the Warranty Claim;


 


(e)                                  for which the Company actually received an amount under any
insurance policy or from any Third Party, to the extent that such amount is
directly attributable to the facts giving rise to the Warranty Claim;


 


(f)                                    for which SBS actually received an amount under any insurance policy
or from any Third Party, to the extent that such amount is directly
attributable to the facts giving rise to the Warranty Claim;


 


(g)                                 of which with respect to a Warranty Claim under the Warranties, SBS
has actual knowledge at the date of this agreement, actual knowledge shall be
considered to be for the purposes of this sub-clause the actual knowledge of
Mr. Andre Kreuzen, Mr. Erik Moe and Ms. Miranda de Jong;


 


(h)                                 of which with respect to a Warranty Claim under the SBS Warranties,
Veronica has actual knowledge at the date of this agreement, actual knowledge
shall be considered to be for the purposes of this sub-clause the actual
knowledge of Mr. Peter Kuipers and Mr. Cees van Steijn;


 


(i)                                     which would not have arisen but for a change after Signing in the
accounting bases on which the Company values its assets;


 


(j)                                     which has been taken into account in the Aggregate Amount or for
which SBS or the Company received indemnification under clause 12.


 


11.3                           If a Warranty Claim or a claim under the indemnities set out under
clause 12.1 of this agreement arises as a result of or in connection with
a liability or alleged liability to a third party (a Third Party Claim), then:


 


(a)                                  the respective Party shall, and shall procure that the Company
shall, notify the other Party of such Third Party Claim as soon as possible
after having become aware thereof. As soon as possible following the date of
such notification the Parties shall consult on the course of action to be
taken, it being understood that a Party shall not be entitled to settle a Third
Party Claim without having obtained the other Party’s prior written approval
thereto, which shall not be unreasonably withheld;


 


(b)                                 the respective Party shall and shall procure that the Company makes
available to the other Party such persons and all such information as the other
may reasonably require for assessing the Third Party Claim.


 


10

















 


11.4                           If:


 


(a)                                  either Party makes a payment in respect of a Warranty Claim or an
indemnity as listed in clause 12.1 (the Damages Payment); and


 


(b)                                 within twelve months of the making of the relevant payment the other
Party or the Company receives any sum other than from the other Party which
would not have been received but for the circumstance which gave rise to that
Warranty Claim or that claim under the indemnities as listed in clause 12.1;
and


 


(c)                                  the receipt of that sum was not taken into account in calculating
the Damages Payment; and


 


(d)                                 before receipt of that sum, but after taking into account the
Damages Payment, it has been compensated in full for the loss or liability
which gave rise to the Warranty Claim or the claim under the indemnities as
listed in clause 12.1 in question,


 


it
shall, promptly on receipt of that sum by it or the Company, repay to other
Party an amount equal to the lower of (i) that sum and (ii) the Damages
Payment, after deducting (in either case) all costs incurred by it or the
Company in recovering that sum and any taxation payable by it or the Company by
virtue of its receipt, provided that it may retain such amount in the event it
or the Company has a claim against the other Party.


 


11.5                           Nothing in this agreement shall qualify or limit the liability of
the Parties in relation to:


 


(a)                                  those Warranties set out in paragraphs 1.1 up to and including 1.3
and 1.5 of the schedule headed “Warranties” and in paragraphs 1.1 up to and
including 1.3 of the schedule headed “SBS Warranties”, as the case may be; or


 


(b)                                 any claim attributable to the fraud (bedrog), wilful misconduct
or wilful concealment (grove schuld), on the part of Veronica or
of any member of Veronica’s Group or SBS, as the case may be.


 


11.6                           The aggregate maximum liability of Veronica in relation to a claim
under the Warranties and indemnities under this agreement and in relation to a
claim under the Warranties and indemnities under the Purchase Agreement shall
not exceed an amount of Euro 40,950,000.


 


12.                               SPECIFIC
INDEMNITY


 


12.1                           Veronica will fully indemnify and hold
SBS and the Company harmless against and will pay on a Euro for Euro basis for:


 


(a)                                  any and all Taxation in the widest sense (including any tax amount
due, interest, penalties, costs etc.) resulting from the refusal, cancellation
and/or in any other way not (longer) allowing by the Tax Authorities of the use
of the facility under article 14 CITA (Wet op de Vennootschapsbelasting) for the
transactions contemplated by this agreement and related agreements;


 


(b)                                 any liability resulting from the indemnity granted by the Company to
RTL 4 Beheer B.V. (RTL 4) in the agreement dated 12 May 2000
relating to the withdrawal of  RTL 4
from the limited partnership with Veronica and the Company;


 


(c)                                  any liability resulting from an indemnity or warranty or otherwise
granted by the Company or Veronica Blad CV, inter alia, relating to or in connection
with the sale of the shares in Race Report Uitgeverij B.V., a limited liability
company organised under the laws of the Netherlands;


 


11

















 


(d)                                 any Taxation (including any tax amount due, interest, penalties,
costs etc) that originate and/or can be allocated to the period up to Signing;


 


(e)                                  any (tax) liability resulting from the restructuring by Veronica,
with the exception of any liability resulting from a breach by SBS or the
Company of their obligations as set out under clause 16.5 and notwithstanding
the provisions under clause 16.6;


 


(f)                                    any and all liabilities, claims and costs incurred by the Company in
connection with any guarantees, sureties and/or statements of joint liability
issued by the Company on behalf of or in favour of third parties (including any
members of Veronica’s Group) and any legal (wettelijke aansprakelijkheid) or contractual
liability for obligations (including obligations relating to Taxation) of third
parties (including any members of Veronica’s Group), to the extent that no
sufficient provision has been included in the Completion Balance Sheet;


 


(g)                                 rights of recourse (regresrecht) of third parties (including
any members of Veronica’s Group) against the Company, in relation to
obligations referred to under sub-paragraph (b), to the extent that no
sufficient provision has been included in the 
Completion Balance Sheet.


 


12.2                           Veronica shall not be liable in respect
of any claim under the indemnities set out in clause 12.1 (the Indemnity Claim)
if and to the extent:


 


(a)                                  adequate provision in accordance with GAAP is made in the Pro Forma
Completion Balance Sheet with respect to the Indemnity Claim;


 


(b)                                 it would not have arisen but for a change in legislation (excluding
case law) made after the date of this agreement (whether relating to Taxation,
rates of Taxation or otherwise);


 


(c)                                  the Company actually received a tax refund or a reduction in tax
actually payable by the Company, to the extent that such refund or reduction is
directly attributable to the facts giving rise to the Indemnity Claim;


 


(d)                                 for which SBS actually received a tax refund or a reduction in tax
actually payable by SBS, to the extent that such refund or reduction is
directly attributable to the facts giving rise to the Indemnity Claim;


 


(e)                                  for which the Company actually received an amount under any
insurance policy or from any Third Party, to the extent that such amount is
directly attributable to the facts giving rise to the Indemnity Claim;


 


(f)                                    for which SBS actually received an amount under any insurance policy
or from any Third Party, to the extent that such amount is directly
attributable to the facts giving rise to the Indemnity Claim;


 


(g)                                 which would not have arisen but for a change after Signing in the
accounting bases on which the Company values its assets;


 


(h)                                 which has been taken into account in the Aggregate Amount or for
which SBS or the Company received indemnification under a Warranty Claim.


 


12

















 


12.3                           For the avoidance of doubt the liability of Veronica under this
clause will not be limited or qualified in any respect by the clause headed “Liability
Limits” (except as specifically provided otherwise), with the exception of
clause 11.1(c) and clause 11.6.


 


13.                               PROTECTIVE
COVENANTS


 


13.1                           Veronica covenants with SBS for itself
and for the benefit of the Company that, except as allowed under this agreement
or the Licence Agreement, it shall not and shall procure that no member of
Veronica’s Group (including the Association), with the exception of Race Report
Uitgeverij B.V., shall, unless prior written consent has been obtained from
SBS,:


 


(a)                                  for a period of three years from Signing be concerned in any
business carrying on business in the Netherlands which is competitive or likely
to be competitive with any of the businesses carried on at Completion by the
Company, SBS or any member of the Group to which SBS belongs, it being
understood that this includes, but is not limited to, any public or commercial
audiovisual broadcasting or printed media activities. A printed media activity
is considered to be competitive if its primary focus involves electronic media
or audio-visual broadcasting or if it contains radio or television program
listings; or


 


(b)                                 for a period of three years from Signing directly or indirectly use
any of the Membership Data for any activities which are competitive or likely
to be competitive with any of activities carried out at Completion by the
Company, SBS or any member of the Group to which SBS belongs, it being
understood that this includes, but is not limited to, any public or commercial
audiovisual broadcasting or printed media activities. A printed media activity
is considered to be competitive if its primary focus involves electronic media
or audio-visual broadcasting or if it contains radio or television program
listings; or


 


(c)                                  for a period of three years from Signing induce or attempt to induce
any director or senior/key employee of the Company to leave the employment of
the Company with a view to hiring such person; or


 


(d)                                 make use of or disclose or divulge to any third party any
information of a secret or confidential nature relating to the business or
affairs of the Company or the SBS, except as allowed under the provisions of
clause 14.4 and 14.5 and except as follows from the integrated administration
of the Veronica Group as described in clause 5; or


 


(e)                                  use or (insofar as it can reasonably do so) allow to be used (except
by the Company) any trade name used by the Company at Signing or any other name
intended or likely to be confused with such a trade name, except as provided
for in the License Agreement; or


 


(f)                                    sell or Encumber its interest or any part thereof in Veronica Merken
B.V. to a third party, except for the rights of pledge for the benefit of (i)
Sky Radio Ltd. under its license agreement with Veronica Merken B.V., and (ii)
SBS for the security of payment by Veronica of its obligations under clause
13.4 of this agreement in case of a breach of this subclause (f); or


 


(g)                                 use or (insofar as it can reasonably do so) allow to be used any of
the Veronica Trademarks or Veronica Domain Names, as defined in the License
Agreement, for any of the services and products set out in article 2.1(a) to
(f) in the License Agreement for the term thereof.


 


13

















 


The
provisions of this clause 13.1 do not have any effect whatsoever on the
provisions in the License Agreement and the provisions of this clause 13
and the provisions of the License Agreement shall apply concurrently.


 


13.2                           For the purposes of this clause:


 


(a)                                  Veronica is concerned in a business if it carries it on as principal
or agent or if:


 


(i)                                     it is a partner, director, employee, secondee, consultant or agent
in, of or to any person who carries on the business; or


 


(ii)                                  it has any direct or indirect financial interest (as shareholder or
otherwise) in any person who carries on the business; or


 


(iii)                               it is a partner, director, employee, secondee, consultant or agent
in, of or to any person who has a direct or indirect financial interest (as
shareholder or otherwise) in any person who carried on the business,


 


disregarding any interest held in Race Report
Uitgeverij B.V. and Sky Radio Limited and disregarding any financial interest
of a person in securities which are held for investment purposes only if that
person, Veronica and any member of Veronica’s Group, including the Association,
(the Investors)
are together interested in securities which amount to less than 10% of the
issued securities of that class and which, in all circumstances, carry less
than 10% of the voting rights (if any) attaching to the issued securities of
that class, and provided that none of the Investors is involved in the
management of the business of the issuer of the securities or of any person
connected with it other than by the exercise of voting rights attaching to the
securities; and


 


(b)                                 references to a company (including Veronica) include its successors
in business.


 


13.3                           Each of the restrictions in each
paragraph or subclause above shall be enforceable by SBS independently of each
of the others and its validity shall not be affected if any of the others is
invalid.


 


13.4                           In the event of a breach of the duties of
Veronica under clause 11.1 (a), (b), (d), (e), (f) and (g) and Veronica has not
remedied such breach within 30 days after due written notification by SBS of
the breach in accordance with clause 15, Veronica shall pay to SBS or, at SBS’s
sole option, to the Company, the sum of Euro 1,000,000 for each breach and, in
addition, the sum of Euro 50,000 for each day that Veronica continues to be in
breach, without the need of a court order and without prejudice to any right of
SBS or the Company to recover damages in excess of the amounts specified in
this clause. The provisions of clause 10.10 shall apply if  payment of the penalty is due under this clause.
The Parties acknowledge the importance of the non-competition and
confidentiality obligations in this clause for SBS and that such amounts
represent a genuine and reasonable estimate of the damage likely to be suffered
by SBS or the Company if Veronica breaches any of its obligations under this
clause.


 


14.                               CONFIDENTIALITY


 


14.1                           Neither Party shall make or permit any
person connected with it to make any announcement concerning the transactions
contemplated in this agreement and related agreements or any ancillary matter
before, on or after Signing.


 


14.2                           SBS shall and shall procure that:


 


14

















 


(a)                                  each member of SBS’s Group from time to time shall keep confidential
all information provided to it by or on behalf of Veronica or otherwise obtained
by or in connection with this agreement which relates to Veronica or any member
of Veronica’s Group; and


 


(b)                                 if after Signing the Company holds confidential information relating
to Veronica or Veronica’s Group, it shall keep that information confidential
and, to the extent reasonably practicable, shall return that information to
Veronica or destroy it, in each case without retaining copies.


 


14.3                           Veronica shall and shall procure that:


 


(a)                                  Veronica’s Group from time to time shall keep confidential all information
provided to it by or on behalf of SBS or otherwise obtained by or in connection
with this Agreement which relates to SBS any member of SBS’s Group, including
the Company; and


 


(b)                                 if after Signing Veronica holds confidential information relating to
the Company, it shall keep that information confidential and, to the extent
reasonably practicable, shall return that information to SBS or destroy it, in
each case without retaining copies.


 


14.4                           Nothing in this clause prevents any
announcement being made or any confidential information being disclosed:


 


(a)                                  with the written approval of the other Party, which in the case of
any announcement shall not be unreasonably withheld or delayed; or


 


(b)                                 to the extent required by law or any competent regulatory body, but
a Party required to disclose any confidential information shall promptly notify
the other Party, where practicable and lawful to do so, before disclosure
occurs and co-operate with the other Party regarding the timing and content of
such disclosure or any action which the other Party may reasonably elect to
take to challenge the validity of such requirement.


 


14.5                           Nothing in this clause prevents
disclosure of confidential information by either Party:


 


(a)                                  to the extent that the information is in or comes into the public
domain other than as a result of a breach of any undertaking or duty of
confidentiality by that Party/any person; or


 


(b)                                 to that Party’s professional advisers, auditors or bankers, but
before any disclosure to any such person the relevant Party shall procure that
he is made aware of the terms of this clause and shall use its best endeavours
to procure that each such person adheres to those terms as if he were bound by
the provisions of this clause.


 


15.                               NOTICES


 


15.1                           Any notice or other formal communication
given under this agreement (which includes fax, but not email) must be in
writing and may be delivered in person, or sent by post or fax to the Party to
be served at its address appearing in this agreement as follows:


 


(a)                                  to Veronica at:


 


15

















 


Veronica Holding B.V.


 


Olympia 2A


 


1213 NT Hilversum


 


Fax: +31 35 6463355


 


marked for the attention of: Mr. Peter
Kuipers


 


with a copy to:                 Nauta
Dutilh N.V.


 


Mr. Peter Goes


 


Weena 750


 


3014 DA Rotterdam


 


Postbus 1110


 


3000 BC Rotterdam


 


Fax: +31 10 2240007


 


(b)                                 to SBS at:


 


SBS Broadcasting B.V.


 


Rietlandpark 333


 


1019 DW  Amsterdam


 


Fax:  +31 20 800 74 80


 


marked for the attention of: Business Manager


 


Mr. Andre Kreuzen


 


with a copy to: SBS Services B.V.


 


General Counsel


 


Mr. Erik Moe


 


Fax: +31 20 519 19 96


 


or
at such other address or fax number as it may notify to the other Party under
this clause.  Any notice or other
document sent by post shall be sent by registered mail.


 


15.2                           Any notice or other communication shall
be deemed to have been given:


 


(a)                                  if delivered in person, at the time of delivery; or


 


(b)                                 if sent by registered mail, at 10.00 a.m. on the second Business Day
after it was put into the post; or


 


16

















 


(c)                                  if sent by fax, on the date of transmission, if transmitted before
3.00 p.m. (local time at the place of destination) on any Business Day and in
any other case on the Business Day following the date of transmission.


 


15.3                           In proving the giving of a notice or
other formal communication it shall be sufficient to prove that delivery in
person was made or that the envelope containing the communication was properly
addressed and posted, either by registered mail or that the fax was properly
addressed and transmitted, as the case may be.


 


16.                               FURTHER
ASSURANCES


 


16.1                           On or after Signing Veronica shall, at
SBS’s cost and expense, execute and do (or procure to be executed and done by
any other necessary party) all such deeds, documents, acts and things as SBS
may from time to time require in order to vest any of the Shares in SBS or as
otherwise may be necessary to give full effect to this agreement.


 


16.2                           In relation to the Company, Veronica
shall procure the convening of all meetings, the giving of all waivers and
consents and the passing of all resolutions as are necessary under its
constitution or any agreement or obligation affecting it to give effect to this
agreement.


 


16.3                           In the event that Veronica or any member of its Group receives any
amounts which are due to the Company and not to Veronica or any member of its
Group, Veronica shall and shall procure that such amounts shall be transferred
to the bank account of the Company with the ABM AMRO Bank account number
44.92.10.383 within three Business Days following receipt of such amount. If
Veronica fails to make such payment on time, the provisions of clause 18.2
shall apply.


 


16.4                           During a period of three years following
Signing Veronica shall not Encumber or transfer the Consideration Shares to a
third party or grant an option, in the widest sense of the word, to a third
party to acquire the Consideration Shares, it being understood that it may
transfer the Consideration Shares to SBS in accordance with the provisions of
this agreement.


 


16.5                           During a period of three years following
Signing SBS shall not transfer the Shares or the assets belonging to the
Companies to a third party, or depreciate on the value of any license under the
License Agreement which would result in a breach of the conditions of the tax
ruling that will be attached hereto at Completion in the schedule headed “Tax
Ruling”, unless approved by the Dutch tax authorities.


 


16.6                           If the Tax Ruling, as attached hereto in the schedule headed “Tax
Ruling”, is revoked by the tax authorities, SBS or the Company will indemnify
Veronica for the net financial tax losses incurred by Veronica up to a maximum
amount equal to the net present value of the net tax benefits (taking into
account the deferred value of the tax benefit) received by SBS or the Company
from an increased basis for depreciation of SBS’s investment in the Company and
from an increased basis for depreciation for the Company, unless such
revocation results from an act or omission of Veronica. If the Tax Ruling is
revoked and Veronica Digitaal B.V. and/or Veronica Litho B.V. are held liable
and subsequently pay taxes that would otherwise be payable by Veronica pursuant
to article 39 of the Tax Collection Act (Invorderingswet), any amounts to be paid
by SBS or the Company under this clause 16.6 will be reduced by an amount equal
to such tax payments.


 


17.                               ASSIGNMENTS


 


Neither
Party may assign any of its rights or transfer any of the obligations under
this agreement without the prior written consent of the other Party save that
SBS’s rights under


 


17

















 


this
agreement may be assigned by SBS to any other member of SBS’s Group and by such
member to any other member of SBS’s Group (provided that if such an assignee
ceases to be a member of SBS’s Group it shall first assign such rights to a
member of SBS’s Group). SBS agrees to notify Veronica as soon as reasonably
practicable after any such assignment.


 


18.                               PAYMENTS


 


18.1                           Unless otherwise expressly stated all
payments to be made under this agreement shall be made in Euro to the Party to
be paid, or where required to be paid to the Notary, the Notary as follows:


 


(a)                                  to Veronica  at:


 


bank:                                                                                                                   ABN AMRO Bank


 


account number:                                                       48 12 48 676


 


or such other account as Veronica may
specify; and


 


(b)                                 to SBS  at:


 


bank:                                                                                                                   ING Bank


 


account number:                                                       65 37 66 025


 


or
such other account as SBS may specify;


 


18.2                           Save as otherwise specifically set out in
this agreement, if a Party defaults in the payment when due of any sum payable
under this agreement, it shall pay interest on that sum from the date on which
payment is due until the date of actual payment (as well after as before
judgment) at an annual rate equal to the statutory rate of the Dutch Central
Bank (wettelijke
rente), which interest shall accrue from day to day and be
compounded monthly.


 


18.3                           If a Party is required by law to make a deduction or withholding in
respect of any sum payable under this agreement, that Party shall, at the same
time as the sum which is the subject of the deduction or withholding is
payable, pay to the other Party such additional amount as shall be required to
ensure that the net amount received by the first mentioned Party will equal the
full amount which would have been received by it had no such deduction or withholding
been required to be made.


 


19.                               GENERAL


 


19.1                           Each of the obligations, Warranties and
undertakings set out in this agreement (excluding any obligation which is fully
performed at Signing) shall continue in force after Signing and shall not be
affected by the waiver of any Condition or notice given by SBS in respect of
any Condition.


 


19.2                           Save as otherwise provided in this
agreement, or as otherwise specifically agreed in writing by the Parties after
the date of this agreement, each Party will pay the costs and expenses incurred
by it in connection with the entering into, and completion of, this agreement,
including without limitation in respect of their obligations in satisfying the
Conditions and the other requirements for transferring the Shares.


 


18

















 


19.3                           The fees and costs of the Notary in
connection with the issue of the Consideration Shares will be paid by
Purchaser.


 


19.4                           This agreement may be executed in any
number of counterparts.  This has the same
effect as if the signatures on the counterparts were on a single copy of this
agreement.


 


19.5                           Unless explicitly stated otherwise in
this agreement, the Parties waive their rights, if any, to annul, (partly)
rescind, (partly) dissolve (ontbinden) or cancel this agreement, or to
request annulment, (partial) rescission, (partial) dissolution (ontbinding)
or cancellation of this agreement on the basis of articles 228 or 265, book 6
of the Dutch Civil Code.


 


19.6                           Except as expressly stated in this
agreement, the terms of this agreement may be enforced only by a Party to this
agreement or a Party’s permitted assigns or successors.  In the event any third Party stipulation (“derdenbeding”)
contained in this agreement is accepted by any third Party, such third Party
will not become a Party to this agreement.


 


20.                               GOVERNING LAW


 


20.1                           This agreement is governed by and shall
be construed in accordance with the law of the Netherlands.


 


20.2                           Any power of attorney or other document
executed in connection with this agreement or the transactions provided for in
this agreement will be governed by and construed in accordance with the law of
the Netherlands.


 


21.                               ARBITRATION


 


21.1                           Save as otherwise set out in this
agreement, any dispute arising out of or in connection with this agreement
(including questions in respect of the authority of the arbitrators) will be
finally settled by arbitration in accordance with the rules of the Netherlands
Arbitration Institute (“Nederlands Arbitrage Instituut”), provided
that the parties have the right to settle any such dispute in summary
proceedings (kort geding) and the right to obtain seizure.  The arbitral tribunal will be composed of
three arbitrators appointed in accordance with those rules.  The place of the arbitration will be Amsterdam,
the Netherlands. The language of the arbitration will be English. The
arbitrators will decide according to the rules of law.


 


21.2                           This clause shall also apply to disputes
arising in connection with agreements which are connected with this agreement,
unless the relevant agreement expressly provides otherwise.


 


22.                               LANGUAGE


 


The
language of this agreement and the transactions envisaged by it is English and
all notices, demands, requests, statements, certificates or other documents or
communications in connection with this agreement and the transactions envisaged
by it shall be in English unless otherwise agreed.


 


This agreement
has been signed by the Parties (or their duly authorised representatives) on
the date stated at the beginning of this agreement.


 


19

















 


SIGNATORIES


 


 


	
  SIGNED
  by:    Pieter Kuipers

  	
  )

  	
  /s/ Pieter
  Kuipers

  	
   

  
	
  For and on
  behalf of:

  	
  )

  
	
  VERONICA HOLDING B.V.

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  SIGNED
  by:    Andre Kreuzen

  	
  )

  	
  /s/ Andre
  Kreuzen

  	
   

  
	
  For and on
  behalf of:

  	
  )

  
	
  SBS BROADCASTING B.V.

  	
  )

  
					



 


20

















 


SCHEDULE 1


CONFORMED COPY


 


 


LICENCE
AGREEMENT


 


between


 


Veronica
Holding B.V.


 


as the Licensor


 


and


 


SBS
Broadcasting B.V.


 


as the Licensee


 


 


1 September 2003


 


NautaDutilh


 

















 


TABLE OF CONTENTS


 


	
  Article

  	
   

  	
  Contents

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  Definitions

  	
   

  	
   

  
	
  2

  	
   

  	
  Exclusive licence

  	
   

  	
   

  
	
  3

  	
   

  	
  The Residual Field of Use

  	
   

  	
   

  
	
  4

  	
   

  	
  Maintenance of the Licensed
  Trademarks / Recordal of the licence

  	
   

  	
   

  
	
  5

  	
   

  	
  Change of Licensed Trademarks / New
  Trademarks and New Domain Names

  	
   

  	
   

  
	
  6

  	
   

  	
  Domain name and homepage
  veronica.nl

  	
   

  	
   

  
	
  7

  	
   

  	
  Databases

  	
   

  	
   

  
	
  8

  	
   

  	
  Licence period and
  termination

  	
   

  	
   

  
	
  9

  	
   

  	
  Consequences of termination

  	
   

  	
   

  
	
  10

  	
   

  	
  Protection of the
  Veronica Trademarks

  	
   

  	
   

  
	
  11

  	
   

  	
  Warranties / indemnification

  	
   

  	
   

  
	
  12

  	
   

  	
  Confidential information

  	
   

  	
   

  
	
  13

  	
   

  	
  Costs

  	
   

  	
   

  
	
  14

  	
   

  	
  Assignment / transfer

  	
   

  	
   

  
	
  15

  	
   

  	
  Notices

  	
   

  	
   

  
	
  16

  	
   

  	
  No rescission / no nullification

  	
   

  	
   

  
	
  17

  	
   

  	
  General

  	
   

  	
   

  
	
  18

  	
   

  	
  Governing law, disputes and competent
  court

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Annexes

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  List of Veronica Trademarks

  	
   

  	
   

  
	
  2

  	
   

  	
  List of Veronica Domain Names

  	
   

  	
   

  
	
  3

  	
   

  	
  (a)                                  List of
  Licensed Trademarks

  	
   

  	
   

  
	
   

  	
   

  	
  (b)                                 List of
  Specified Licensed Trademarks

  	
   

  	
   

  
	
   

  	
   

  	
  (c)                                  List of
  Warranted Licensed Trademarks

  	
   

  	
   

  
	
   

  	
   

  	
  (d)                                List of
  Warranted Licensed Trademarks to which 11.1(f) does not apply

  	
   

  	
   

  
	
  4

  	
   

  	
  (a)                                  List of
  Licensed Domain Names

  	
   

  	
   

  
	
   

  	
   

  	
  (b)                                 List of
  Warranted Licensed Domain Names

  	
   

  	
   

  
	
  5

  	
   

  	
  Code of Conduct

  	
   

  	
   

  
	
  6

  	
   

  	
  Field of Use overview

  	
   

  	
   

  
	
  7

  	
   

  	
  Deed of Contribution

  	
   

  	
   

  
	
  8

  	
   

  	
  Deed of Adherence

  	
   

  	
   

  
	
  9

  	
   

  	
  Deed of Pledge

  	
   

  	
   

  
							



 


2

















 


THE UNDERSIGNED:


 


1                                          VERONICA HOLDING B.V., a private company with limited liability
organised under the laws of the Netherlands, having its corporate seat in
Hilversum, the Netherlands and offices at Olympia 2A, 1213 NT, Hilversum, the
Netherlands, hereinafter referred to as the “Licensor”,
duly represented in this matter by Veronica Holding, hereby represented by its
managing director, P. Kuipers;


 


and


 


2                                          SBS BROADCASTING B.V., a private company with limited liability
organised under the laws of the Netherlands, having its corporate seat in
Amsterdam, the Netherlands and offices at Rietlandpark 333, 1019 DW Amsterdam,
the Netherlands, hereinafter referred to as the “Licensee”, duly represented in this matter by its business
manager A.H.T. Kreuzen;
                      ];


 


WHEREAS:


 


A                                      The
Licensor is the exclusive owner of the Veronica Trademarks and the exclusive
claimant of the Veronica Domain Names;


 


B                                        The
Licensee is involved in the business of the production and broadcast of
television programmes and other television related activities in the broadest
sense;


 


C                                        The
Licensee and Licensor have entered into a transfer agreement relating to the
contribution by Licensor of the shares in Veronica Uitgeverij B.V., against an
issue of (new) shares in the capital of the Licensee and a share purchase
agreement relating to the sale by Licensor of all outstanding and issued share
capital of Veronica Litho B.V. and Veronica Digitaal B.V. against the
acceptance by the Licensee or a company designated by the Licensee of certain
liabilities;


 


3

















 


D                                       As part of
the agreement referred to under recital C, the parties have agreed that the
Licensor will grant the Licensee a perpetual and exclusive right to use certain
Veronica Trademarks and Veronica Domain Names, and to sublicense such right,
for television and television related activities and for printed media and
related activities, in the broadest sense, under the terms and conditions as
set forth in this Licence Agreement;


 


E                                         The
Licensee is willing to accept such terms and conditions for this licence.


 


HAVE AGREED
AS FOLLOWS:


 


 


Article 1 - Definitions


 


1.1                                 Unless the
context requires otherwise, the following terms and expressions in this Licence
Agreement shall have the following meaning:


 


	
  Affiliate:

  	
   

  	
  Any subsidiary or group company as defined in
  Article 2:24a and 2:24b of the Dutch Civil Code;

  
	
   

  	
   

  	
   

  
	
  Annex:

  	
   

  	
  Any annex to this Licence Agreement;

  
	
   

  	
   

  	
   

  
	
  Code of Conduct:

  	
   

  	
  The code of conduct for the use of the
  Licensed Trademarks and the Licensed Domain Names in the form as set out in Annex
  5, to be signed on the Effective Date with the signing of this Licence
  Agreement;

  
	
   

  	
   

  	
   

  
	
  Effective Date:

  	
   

  	
  The day the last Party has executed this
  Licence Agreement;

  
	
   

  	
   

  	
   

  
	
  Licence Agreement:

  	
   

  	
  This licence agreement including the Annexes;

  



 


4

















 


	
  Licensed Domain Names:

  	
   

  	
  The Veronica Domain Names as licensed to
  Licensee hereunder, specified in Annex 4 (a);

  
	
   

  	
   

  	
   

  
	
  Licensed Trademarks:

  	
   

  	
  The Veronica Trademarks as licensed to
  Licensee hereunder, specified in Annex 3(a);

  
	
   

  	
   

  	
   

  
	
  New Domain Names:

  	
   

  	
  Domain names consisting of the Licensed
  Trademarks or elements thereof that Licensee wishes to license in after the
  date hereof in conformity with article 5.5 of this Licence Agreement;

  
	
   

  	
   

  	
   

  
	
  New Trademarks:

  	
   

  	
  Trademarks consisting of the Licensed
  Trademarks or elements thereof that the Licensee wishes to have registered
  and licence in after the date hereof in conformity with article 5.3 of
  this Licence Agreement;

  
	
   

  	
   

  	
   

  
	
  Parties:

  	
   

  	
  The Licensor and the Licensee;

  
	
   

  	
   

  	
   

  
	
  Residual Field of Use:

  	
   

  	
  All commercial and non-commercial use of the
  Veronica Trademarks and/or the Veronica Domain Names for goods and services
  other than those that fall within the SBS Field of Use, the Veronica Field of
  Use and the Sky Field of Use;

  
	
   

  	
   

  	
   

  
	
  SBS Field of Use:

  	
   

  	
  The products and services for which the
  Licensor hereby grants SBS the right to use the Licensed Trademarks and the
  Licensed Domain Names, as set out in article 2.1;

  



 


5

















 


	
  Sky Field of Use:

  	
   

  	
  The products and services for which the
  Licensor has granted Sky Radio Ltd. the right to use certain Veronica
  Trademarks and Veronica Domain Names, as set out in article 2.4(b);

  
	
   

  	
   

  	
   

  
	
  Specified Licensed
  Trademarks:

  	
   

  	
  The Licensed Trademarks, listed in Annex
  3(b);

  
	
   

  	
   

  	
   

  
	
  Veronica Domain Names:

  	
   

  	
  The domain names listed in Annex 2;

  
	
   

  	
   

  	
   

  
	
  Veronica Field of Use:

  	
   

  	
  The products and services for which the
  Licensor may grant Vereniging Veronica the right to use the Veronica
  Trademarks and Veronica Domain Names, as set out in article 2.4(a);

  
	
   

  	
   

  	
   

  
	
  Veronica Merken B.V.:

  	
   

  	
  The legal entity in which Licensor shall ,
  after the Effective Date, contribute the Veronica Trademarks and Veronica
  Domain Names and which legal entity shall adhere to this Licence Agreement
  with Licensee;

  
	
   

  	
   

  	
   

  
	
  Veronica Trademarks:

  	
   

  	
  The trademark registrations and trademark
  applications, unregistered marks and logos, including all copyrights, design
  rights and rights of a similar nature in the same, specified in Annex 1.

  
	
   

  	
   

  	
   

  
	
  Veronica Web-site:

  	
   

  	
  The web-site referred to in article 6.1

  
	
   

  	
   

  	
   

  
	
  Warranted Licensed Domain
  Names:

  	
   

  	
  The Licensed Domain Names as specified in Annex
  4(b);

  



 


6

















 


 


	
  Warranted Licensed
  Trademarks:

  	
   

  	
  The Licensed Trademarks specified in Annex
  3(c);

  



 


 


1.2                                 Use of
definitions: in this Licence Agreement, the use of the singular shall include
the plural and vice versa.


 


 


Article 2 - Exclusive
licence


 


2.1                                 The
Licensor hereby grants to the Licensee a world-wide, exclusive and perpetual
right to use the Licensed Trademarks and the Licensed Domain Names in
connection with the following:


 


(a)                                  all
television and other visual and audio-visual services and products which are
perceivable by individuals via screens of any nature whatsoever, whether the
relevant technology exists at the date of this Licence Agreement or is
developed in the future, and howsoever distributed;


 


(b)                                 printed
media, including but not limited to products and services consisting of printed
copy devices, including but not limited to magazines and papers, meant for
distribution to the public;


 


(c)                                  any and
all events (excluding musical events) relating or in connection with the
services and products mentioned under (a) and (b);


 


(d)                                 all
services and products related to or in connection with any of the activities
under (a) and (b), within and outside the company of the Licensee and its
Affiliates such as, but without limitation e.g. on


 


7

















 


letterheads, personnel
clothing, company cars, on web sites;


 


(e)                                  merchandising
the Licensed Trademarks and Licensed Domain Names to the extent related to the
activities mentioned under (a) and (b);


 


(f)                                    any and
all services and products relating to or in connection with the rights granted
under (a) and (b), including without limitation


 


(i)                                     the
marketing, promotion and advertising of these services and products, via any
present or future means, including but not limited to radio, television,
Internet, telephone (e.g. WAP), direct mail, newspaper and magazine
advertising, billboards, and posters and any other present or future means of
advertising; and


 


(ii)                                  any spin-off
activities and products relating to or in connection with the rights granted
under (a) and (b), such as EPG services, web-site and mobile telecommunications
services, ringtones and activities including without limitation SMS services
and gaming, via any and all media and by all other methods now known or
hereafter devised or developed, including but not limited to satellite, cable,
wire, fibre, terrestrial over the air, home entertainment, software, hardware,
internet, telephone (e.g. SMS, I-mode and WAP), all other forms of on-line and
interactive and enhanced rights or media or similar applications or devices
and, as far as screen originated: tape, disc, CD and/or DVD.


 


2.2                                 (a)                                  Only the
Licensee may use the Veronica Trademarks and


 


8

















 


the Veronica Domain Names in conjunction with
or containing the words “tv”, “television”, “magazine”, “guide”, “electronic
programme guide” and/or “epg”;


 


(b)                                 Only the
Licensee may use the Veronica Trademarks and the Veronica Domain Names in
conjunction with or containing the words “satellite” and/or “digital” as such;


 


(c)                                  The
Licensee may only use the Veronica Trademarks and the Veronica Domain Names in
conjunction with or containing the words “channel”, “mobile” and/or “internet”
if used in combination with the word “tv” or “television” or with another clear
reference to its printed media Field of Use (such as in combination with
“magazine”);


 


(d)                                 The
Licensee may use the Licensed Trademark (application) “Veronica Music
Television “ only for one or more television programme(s) or television
channel(s) and may use the Licensed Trademark (application) “Veronica Music
Magazine “ only for one or more magazines;


 


(e)                                  The words
indicated under (a), (b) and (c) above also refer to the translations of these
words in another language.


 


2.3                                The
licence granted hereunder is exclusive, meaning that the Licensor shall not
use, or grant any licences to any third parties for use of, the Licensed
Trademarks for the SBS Field of Use.


 


2.4                                Licensee
hereby acknowledges and accepts that the Licensor has granted or shall grant
rights to Vereniging Veronica and Sky Radio Ltd. for the use of certain
Veronica Trademarks and/or the Veronica Domain Names for:


 


9

















 


(a)                                  the Veronica Field of Use:


 


(i)                                     non-profit activities of Vereniging
Veronica (“Verenigings activiteiten”);


(ii)                                  non-profit
educational activities;


(iii)                               charity
(“liefdadigheid”);


(iv)                              any and all non-profit events
(including musical events).


 


Non-profit means that
the activities of Vereniging Veronica under articles 2.4(a) (i) - (iv) may make
a profit if the total estimated budget (including the estimated budgets of any
Affiliates or third parties that, against payment by Vereniging Veronica,
undertake the organisation or exploitation or assist Vereniging Veronica in
these activities) is lower than €250,000 ex VAT. For the avoidance of doubt it
is expressly stated that if the total estimated budget is higher than
€250,000.- ex. VAT, the activities shall be considered to be outside of the
scope of the Veronica Field of Use.


 


(b)                                 the Sky Field of Use:


 


(a)                                  For all
radio and other audio services and products which are perceivable by
individuals via loud speakers of any nature whatsoever, whether the
relevant technology exists at the date of this Licence Agreement or is
developed in the future, and howsoever distributed, including in particular
(without limitation audio broadcasting and transmission and the exploitation of
one or more radio stations (“the Radio Station(s)”);


 


(b)                                 any and
all events relating or in connection with the services mentioned under (a)
(including without limitation


 


10

















 


musical events, live
performances, sponsoring and audio (re)broadcasting of audio pieces which were
previously recorded and/or
broadcast in whichever media);


 


(c)                                  all
services related to or in connection with the services and products under (a),
such as, but without limitation,
use within and outside the company, e.g. on letterheads, personnel clothing,
company cars and on web sites;


 


(d)                                 merchandising the Licensed Trademarks
and Licensed Domain Names to the extent related to the activities mentioned
under (a);


 


(e)                                  any and all services and
products relating to or in connection with the rights granted under (a),
including and without limitation,


 


(i)                                     the
marketing, promotion and advertising, via all media and by all other methods,
including but not limited to radio, television, Internet, telephone (e.g. WAP),
direct mail, newspaper and magazine advertising, billboards, posters and any
other present or future means of advertising, it being understood that insofar
as printed media are concerned that are aimed at the general public or Radio
Station(s)’ listeners, the Sky Field of Use shall exclude the publication
and/or distribution, for commercial gain, of printed media under a name which
includes the name “Veronica”, which restriction does not apply to business to
business communication; and


 


11

















 


(ii)                                  any
spin-off activities and products relating to or in connection with the rights
granted under (a), such as web-site and mobile telecommunications services,
ringtones and activities including without limitation SMS services and gaming, via
any and all media and by all other methods now known or hereafter devised or
developed, including but not limited to satellite, cable, wire, fibre,
terrestrial over the air, home entertainment, software, hardware, internet,
telephone (e.g. SMS, I-mode and WAP), all other forms of on-line and
interactive and enhanced rights or media or similar applications or devices
and, as far as audio originated tape, disc, CD and/or DVD;


 


(c)                                  The fields
of use as set out under article 2.1 and 2.4(a) and (b) are described and
summarised by way of example and clarification in Annex 6 headed “Field
of Use” overview. The Licensor will include the same in the license agreement
with Sky Radio Ltd.


 


2.5                                 The
Licensor has procured and shall procure that neither the licence to Sky Radio
Ltd. (referred to in article 2.4(b)) nor the licence to Vereniging
Veronica (referred to in article 2.4(a)) shall permit the relevant
licensee to use, or permit any other party to use, the Veronica Trademarks and
the Veronica Domain Names within the SBS Field of Use. This is subject to the
Licensee’s acknowledgement of the Sky Field of Use and the Veronica Field of
Use contained in article 2.4(a) and (b).


 


2.6                                 Other than
the Licensee’s financial and other obligations as set out in the agreement referred
to in recital C, no further payments by the Licensee to the Licensor shall be
due for the rights granted hereunder to the Licensee.


 


12

















 


2.7                                 The
Licensee acknowledges that ownership of the Veronica Trademarks vests
exclusively in the Licensor. The Licensee also acknowledges that the Licensor
is the sole and exclusive rightful claimant of the Veronica Domain Names. The
Licensee shall not obtain or claim any right, title or interest, of whatever
nature, in or to any of the Veronica Trademarks or any of the Veronica Domain
Names as a result of the Licensee’s use thereof under this Licence Agreement
unless stipulated otherwise herein.


 


2.8                                 The
Licensee warrants that it shall for the products and services set out in
article 2.1 make such use of those of the Specified Licensed Trademarks
listed in Annex 3(b) as is the minimum required by the applicable
legislation to prevent the lapse of the Licensor’s rights in those Trademarks.


 


2.9                                 The
Licensee shall only use the Licensed Trademarks and the Licensed Domain Names
as authorised under this Licence Agreement.


 


2.10                           Neither
Party shall use the Licensed Trademarks and/or the Licensed Domain Names in any
way that will invalidate (excluding non-use for other marks than Specified
Licensed Trademarks) or cause any of the Veronica Trademarks to become generic.
The Licensee will not be considered to have caused a Veronica Trademark to
become generic by not taking action against third parties. In the light of
these requirements the Code of Conduct applies. If the Parties decide to grant
licenses to use the Veronica Trademarks and/or the Veronica Domain Names to
third parties, those third parties shall be bound by the Code of Conduct. Any
changes and amendments to the Code of Conduct shall have to be mutually agreed
upon between all the initial parties thereto;


 


2.11                           The
Licensee shall:


 


13

















 


(a)                                  in each
edition of “Veronica Magazine” and “Satellite”, include the following notice in
the colophon;


 


(b)                                 on its
internet site “veronicatv.nl”, on the page “about Veronica”, which page shall
be accessible via a button, include the following notice:


 


“VERONICA® is a trademark of Veronica
Merken BV”


 


2.12                           The
Licensee shall not:


 


(a)                                  use the
Licensed Trademarks together or in conjunction with any other trademark(s),
sign(s) or logo(s), (whether registered or not), unless the Licensed Trademarks
are sufficiently distinguished
from the surrounding and adjacent texts and graphics, except with the prior
written consent of the Licensor, such consent not to be unreasonably withheld
or delayed. It is hereby agreed that any use of the Licensed Trademarks in
connection with a number symbol and/or any of the trademarks, logos, service
marks or programme names of the Licensee shall be considered to be reasonable
and shall be deemed approved by the Licensor;


 


(b)                                 do or authorise any third party to do any act
that may invalidate or be inconsistent with the rights of the Licensor in the
Licensed Trademarks and shall not omit or authorise any third party to omit or
to do any act that, by its omission, may have that effect or character;


 


(c)                                  attack, question or dispute any rights of the
Licensor in the Veronica Trademarks and the Veronica Domain Names. Insofar as
the Specified Trademarks are concerned, article 2.12(c) will remain in
effect during 1 (one) calendar year after termination of this Licence
Agreement.


 


2.13                           Any and all use by the Licensee of the
Licensed Trademarks outside of The


 


14

















 


Netherlands is at the full risk and account of the Licensee. The
Licensee hereby indemnifies the Licensor and holds the Licensor harmless
against all losses, damages, costs, expenses and other liabilities (including,
without limitation, all reasonable legal and other professional fees) incurred
by the Licensor as a result of or in connection with such use.


 


 


Article 3 - The
Residual Field of Use


 


3.1                                 The
Parties agree that in the Residual Field of Use, the Veronica Trademarks and
the Veronica Domain Names shall only be used within the scope of and in
accordance with the Code of Conduct and as follows:


 


(a)                                  if either
the Licensee, Sky Radio Ltd. or Veronica Holding B.V. (the Interested Parties) wish to make use, or is
approached by a third party wishing to make use, whether commercial or
non-commercial, of the Veronica Trademarks and/or the Veronica Domain Names in
the Residual Field of Use it shall be required to make a proposal in writing,
to be sent out both by fax and by registered mail to the (other) Interested
Parties, setting out in sufficient detail how to jointly exploit the Veronica
Trademarks and/or the Veronica Domain Names (the “Proposal”). The (other) Interested Parties shall confirm
within 30 days following receipt of the Proposal, whether they wish to
participate in the proposed exploitation. If an Interested Party does not
respond within 30 days it will be deemed to have declined to participate in the
proposed activity. The costs and profits of such exploitation shall be shared
between the participating Interested Parties and/or third parties, if any, in a
ratio to be agreed upon. In the Residual Field of Use the Veronica Trademarks
and the Veronica Domain shall be exploited via a separate special purpose vehicle
in which


 


15

















 


the participating Interested
Parties and/or third parties, if any, shall hold an interest to be agreed upon.


 


(b)                                 upon
receipt of the Proposal any Interested Party has the right to veto the
Proposal, meaning the Proposal cannot be accepted or executed by the other
Interested Parties, and the Licensor shall not grant a licence for the
exploitation as per the Proposal, if the Interested Party has reasonable
grounds to deem the use as set out in the Proposal detrimental to the image of
the Veronica Trademarks and/or its interests under its respective Licence
Agreement.


 


(c)                                  if one or
more Interested Parties decline to participate in the proposed exploitation as
per the relevant Proposal, the remaining participating Interested Parties
and/or third parties, if any, may, subject to the prior agreement between all
of the Interested Parties on a market value licence fee(s), jointly exploit
them as per paragraph (a) and in accordance with the Code of Conduct and the
agreed licence fee shall be paid to the non-participating Interested Parties.


 


 


Article 4 - Maintenance
of the Licensed Trademarks / Recordal of the licence


 


4.1                                 The
Licensor shall keep the Licensed Trademarks and the Licensed Domain Names duly
registered for the duration of this Licence Agreement.


 


4.2                                 If a
Licensed Trademark that is not a Warranted Licensed Trademark is up for
renewal, the Licensor will consult with the Licensee whether the latter is
using or plans on using this Licensed Trademark. If the Licensee indicates such
is not the case the Licensor has the right to abandon the registration of such
Licensed Trademark. Costs of renewal will be for the Licensee, pro


 


16

















 


rata parte if the relevant trademark is
Licensed to more than one Licensee.


 


4.3                                 The
Licensor will instruct its trademark agent to provide the Licensee with copies
of any and all correspondence in respect of the maintenance and renewal of the
Licensed Trademarks and the Licensed Domain Names.


 


4.4                                 The
Licensor, after the signing of this Licence Agreement by the Parties, shall
have the licence on the Licensed Trademarks granted to the Licensee hereunder
recorded in the relevant trademark registers with respect to these Licensed
Trademarks for which Licensee requests such recordal. The Licensee shall bear
the costs of this registration. The Licensor shall provide the Licensee with
copies of the certificates of registration.


 


4.5                                 The
Licensor hereby grants to the Licensee an irrevocable power of attorney to sign
all documents and to carry out all acts on behalf of the Licensor to comply
with articles 4.1, 4.3 and 4.4 if the Licensor, after having been given written
notice requiring it to comply with these articles, within 14 days fails to
fulfil any of its obligations set out in those articles. The Licensor shall
immediately on demand reimburse all reasonable expenses incurred by the
Licensee in exercising this power of attorney, except for the costs for the
recordal mentioned in article 4.4.


 


 


Article 5 - Change of
Licensed Trademarks / New Trademarks and New Domain Names


 


5.1(a)                   Subject to
the provisions of this article 5.1, Licensee shall have the right to
further develop, adapt, amend, modify and translate the Licensed Trademarks
(“Brand Variation”), and to use any such Brand Variation in relation to the SBS
Field of Use.


 


17

















 


5.1(b)                  The
Licensee may, when using the Licensed Trademarks, in its own discretion change
or redesign these as long as the redesigned or changed Licensed Trademarks
retain the same “look and feel” and the change or redesign does not
substantially affect the brand recognition in the market of the Licensed
Trademarks.


 


5.1. (c)             The
Licensee may not, when using the Licensed Trademarks, change the distinctive
element nor act outside the scope of article 5.1(b) without the Licensor’s
prior written consent. For the purposes of this Licence Agreement, the Parties
agree that the distinctive element of the Licensed Trademarks is the word
“veronica”.


 


5.1(d)                  Licensee
shall, as soon as reasonably possible, inform Licensor of any changes and
redesigns and Licensor shall inform its other licensees. The obligation to
inform shall not apply and no consent of the Licensor will be required for
incidental Brand Variation, such as temporary use of the Licensed Trademarks
written backwards, mirror wise or with omission of certain letters, colour
variation (with respect to registered colour marks), variation on jingles, and
addition of graphic elements.


 


5.1(e)                   Licensee
shall allow, and shall procure that Sky Radio Ltd and Vereniging Veronica will
be able to use the changed or redesigned marks for their fields of use by
providing (at no cost) the artwork resulting from such redesign or change (also
if this is registered as a New Trademark) upon request, or by using its
reasonable best efforts to procure that a third party that holds copyrights in
redesigns or changes is willing to grant a licence to such other licensees.


 


5.1(f)                     If any
copyrights or other ancillary rights of any nature whatsoever in the Veronica
Trademarks or Veronica Domain Names (including New Trademarks and New Domain
Names) should arise on the side of Licensee


 


18

















 


or its Affiliates or
sub-licensees, Licensee shall not, and shall procure that its Affiliates and
sub-licensees shall not, hold such rights against Licensor or any of Licensor’s
other licensees.


 


5.2                                 Licensor
shall impose similar obligations on its other licensees as imposed on Licensee
in article 5.1(c), 5.1(d), 5.1(e) and 5.1(f).


 


5.3                                 If the
Licensee wishes to have filed and registered for the SBS Field of Use certain
trademarks consisting of the Licensed Trademarks or elements thereof or any
unregistered marks, logo’s or taglines or the like, not listed in Annex 1
but used by the Licensor and/or its Affiliates before the date of signing of
this Licence Agreement, inside or outside of the territories where these are
currently registered or in any such (additional) classes that fall within the
SBS Field of Use mentioned under 2.1 (“New Trademarks”), it shall request the
Licensor in writing to do so. The Licensor, within a reasonable term after
receipt of the Licensee’s request and at the Licensee’s expense, shall apply or
file for and register the requested New Trademark at least for the class
headings of the international class 38 and 41 insofar the SBS Field of Use as
set out in article 2.1(a) is concerned and/or for the international
classes 16 insofar as the SBS Field of Use as set out in article 2.1(b) is
concerned and for any such additional classes that fall within the SBS Field of
Use mentioned under 2.1 It is understood that the New Trademarks cannot consist
of the Veronica Trademarks as registered or applied for at the date hereof.


 


5.4                                 Any and
all filings, applications and registrations of New Trademarks by Licensee shall
be in the name of the Licensor only, but shall be made for the sole expense and
risk of the Licensee. The Licensee indemnifies the Licensor against any and all
damages and costs the Licensor may suffer as a result of claims by other
licensees under the Veronica Trademarks and/or third parties in connection with
such filing and/or registration or


 


19

















 


the use thereof by the Licensee
in or outside of The Netherlands. The filing or application, and, upon
registration, this registration, shall automatically form part of the Licensed
Trademarks hereunder.


 


5.5                                 The
Licensee may register in its own name new domain names that consist of the
Licensed Trademarks or part(s) thereof and that relate to the SBS Field of Use
(“New Domain Names”). The Licensee shall transfer such New Domain Names to the
Licensor within 14 days after having obtained such New Domain Names or within
such shorter time as will remain until the end of this Licence Agreement if the
Licensee has registered a New Domain Name within less than 14 days before the
expiry of this Licence Agreement.


 


5.6                                 The
Licensor shall not use or licence any New Trademarks and New Domain Names out
to any of its other licensees under the Veronica Trademarks and/or the Veronica
Domain Names without the Licensee’s prior written consent, which consent shall
not be unreasonably withheld or delayed. A reasonable ground for refusing
consent may be, for example, that the licensee that requests to use the New
Trademarks or New Domain Names is not willing to, within reasonably limits,
reimburse the Licensee for its investments in the New Trademarks or the New
Domain Names, or wishes to use the New Trademarks or New Domain Names within
the SBS Field of Use. The foregoing likewise applies to the Licensee if any of
the Licensor’s other licensees under the Veronica Trademarks initiates the
filing and registration of New Trademarks or New Domain Names and the Licensee
wishes to use these New Trademarks or New Domain Names.


 


20

















 


Article 6 - Domain name
and homepage veronica.nl


 


6.1                                 The
Licensor shall at its own cost maintain in existence a web-site under the
domain name <veronica.nl>.


 


6.2                                 The
Licensor shall ensure that four hyperlink buttons of equal size and
substantially equal prominence appear on the first web-page of this web-site and are in
accordance with the layout and technical specifications agreed in good faith
between the Licensor, the Licensee and Sky, which hyperlink buttons shall
respectively provide hyperlinks to:


 


(i)                                                                                     the web-site with the domain name URL <veronicatv.nl>;


 


(ii)                                                                                  the web-site with the domain name
<veronicamagazine.nl>;


 


(iii)                                                                               the web-site with the domain name URL
<verenigingveronica.nl>;
and


 


(iv)                                                                              the web-site with the domain name URL
<veronicaradio.nl>.


 


6.3                                 The Licensee shall, no later than 31
October 2005, on the web-site with the domain name <veronicatv.nl> provide a hyperlink to
the website with the domain name <veronica.nl>.


 


6.4                                 The
Licensor and the Licensee agree that the web site as mentioned in
article 6.1 may be used by Veronica Merken B.V., the Licensee, Sky Radio
Ltd. and Vereniging Veronica under the Veronica Trademarks as the central
(portal) web-site of Licensee, Sky Radio Ltd. and the Vereniging Veronica. Any
advertising revenues or other revenues in relation to the Veronica Web-site
received by the Licensor shall be divided between the Licensor, the Licensee,
the Vereniging and Sky and paid in the manner to be agreed between these
parties as soon as reasonably possible.


 


21

















 


Article 7 - Databases


 


7.1                                 (a)                                  Under the
transfer agreement referred to in recital C, the Licensee has obtained all
database rights and copyrights in the database of (i) subscribers to the
magazines known as Veronica Magazine and (Veronica) Satellite and (ii) members
of Vereniging Veronica. Parties agree that all new subscribers to the magazine
known as “Veronica Magazine” shall, as long as Vereniging Veronica retains the
same legal form, automatically be administered as member of Vereniging Veronica
(“lid/abonnee”).


 


(b)                                 The
Licensee will, at the written request of Vereniging Veronica distribute a
mailing solely for the Veronica Field of Use to the members of the Vereniging
at cost 2 times per year. The Licensor acknowledges that it has no right to use
or receive the data in the databases mentioned in article 7.1(a) until
further agreement is reached with the Licensee.


 


(c)                                  The
Licensor agrees and warrants that it will not, nor will it allow any Affiliate
(including Vereniging Veronica), or a third party to directly or indirectly use
any of the membership data it owns on the date hereof or after the date hereof,
whether or not directly or indirectly derived from the databases mentioned
under (a), for any activities competitive with the SBS Field of Use, including
but not limited to any public or commercial audiovisual broadcasting or printed
media activities.


 


7.2.                              The
Licensee shall, against payment of the technical costs at cost, reserve for
Vereniging Veronica in Veronica Magazine up to 12 advertorial pages


 


22

















 


per calendar year to be used
at the discretion of Vereniging Veronica. If Vereniging Veronica wishes to use
more than one full page in a certain month it will have to consult with
Veronica Uitgeverij B.V.  Vereniging
Veronica and Veronica Uitgeverij B.V. will contact directly as to the manner
and time of delivery to Veronica Uitgeverij B.V. of the information to be
published in Veronica Magazine in accordance with the advertorial conditions in
use by Veronica Uitgeverij B.V.


 


7.3                                 The
Licensee agrees to maintain at cost the database of members of Vereniging
Veronica and, from time to time, to update that database with all relevant data
provided by Vereniging Veronica, provided that this data is supplied to the
Licensee in accordance with all applicable privacy legislation (including the “Wet Bescherming Persoonsgegevens”). The
Parties acknowledge and agree that all intellectual property rights in the
revised and updated database shall belong to the Licensee. The Licensor shall
procure that the Vereniging Veronica shall transfer any intellectual property
rights that it may acquire in and to any such data to the Licensee in full and
without any limitation or encumbrance so that the Licensee is the sole and
absolute owner thereof.


 


7.4                                 After
termination of this Licence Agreement, the Licensee will provide Vereniging
Veronica with a list of Vereniging Veronica’s members as administered by the
Licensee within a month after Vereniging Veronica has committed itself in
writing to an identical obligation Licensor has committed itself to under
article 7.1(c) and article 14.1 of this Licence Agreement. Such
obligation on Vereniging Veronica will have effect for a period of 5 (five)
years from the date of provision of the data by Licensee to Vereniging Veronica.


 


23

















 


Article 8 - Licence
period / termination


 


8.1                                 This
Licence Agreement shall commence on the Effective Date and shall continue in
force until terminated under the provisions of this article 8.


 


8.2                                 The
Licensor, without prejudice to its right to bring an action for damages, shall
only be entitled to terminate this Licence Agreement with immediate effect by
giving written notice to the Licensee upon the occurrence of any of the
following events:


 


(a)                                  if the
Licensee is no longer active in any audio-visual services;


 


(b)                                 if the
Licensee petitions for or consents to any relief under bankruptcy,
reorganisation, receivership, insolvency, compromise or similar laws or
statutes, or if the Licensee consents to the appointment of a receiver,
liquidator, trustee or assignee in bankruptcy of all or a substantial part of
its assets or if the Licensee makes an assignment for benefit of, or
composition with, creditors;


 


(c)                                  if the
Licensee is dissolved or all of its business is liquidated, wound up,
discontinued, or any decision is taken in this respect.


 


8.3                                 The
Licensor, without prejudice to its right to bring an action for damages and/or
specific performance, shall only be entitled to terminate this Licence
Agreement if the Licensee is in material breach of its obligations to the
Licensor hereunder and has failed to remedy such breach within 60 (sixty) days
after the Licensor has given written notice requesting the Licensee to remedy
the breach and the Parties are unable to come to another solution at CEO level
before the end of the 60 days’ term. Unless expressly provide otherwise
hereunder,  any notice of termination
given by the Licensor under this article 8.3 shall take effect, and this
Licence Agreement (or the relevant part thereof) shall terminate, 9 (nine)
calendar months after the date of receipt of the Licensor’s notice by the
Licensee or at such earlier date as the Licensee elects.


 


24

















 


8.4                                 Where the
Licensor terminates this Licence Agreement under article 8.2(a), (b) or
(c) the Licence Agreement terminates in its entirety.


 


8.5                                 Where the
Licensor terminates, within 3 (three) years after the Effective Date, this
Licence Agreement under article 8.3, and the Licensee’s breach relates
solely to the television and audio-visual services this Licence Agreement will
terminate in its entirety. In said case, with respect to printed media the
termination will have effect 2 (two) calendar years after the date of
termination whereas with respect to television and audiovisual services, the 9
(nine) months period of article 8.5 will apply .


 


8.6                                 (a)                                  Where the
Licensor term             inates this Licence Agreement under
article 8.3 and the Licensee’s breach relates solely to one of the
magazines (e.g. at the date hereof Veronica Magazine and Satellite) published
by Licensee in the SBS printed media Field of Use as defined in
article 2.1(b), the termination will not apply to other magazines
published by Licensee in the SBS printed media Field of Use in article 2.1(b)
of this Licence Agreement.


 


(b)                                 Where the
Licensor terminates this Licence Agreement under article 8.3 and the
Licensee’s breach relates solely to part of the printed media, and, after three
years after entering into this Licence Agreement, solely to the television and
audiovisual services, the Licence Agreement shall only terminate for the
relevant part of the Field of Use (either article 2.1(a) or 2.1(b) with
due observance of article 8.6(a)) to which the breach relates.


 


8.7.                              Where the
Licensor terminates this Licence Agreement the Licensee shall, immediately upon
the expiry of the 9 (nine) months period as set out in article 8.3, or if
applicable, the 2 (two) years period mentioned in article 8.5,  have ceased and shall desist from any and all
use of the Licensed


 


25

















 


Trademarks and the Licensed
Domain Names for those products or services for which this Licence Agreement
was terminated.


 


8.8                                 This
Licence Agreement shall continue in force if:


 


(i)                                     the
Licensor petitions for or consents to any relief under bankruptcy,
reorganisation, receivership, insolvency, compromise or similar laws or
statutes, or the Licensor consents to the appointment of a receiver,
liquidator, trustee or assignee in bankruptcy of all or a substantial part of
its assets or the Licensor makes an assignment for benefit of, or composition
with, creditors; or;


 


(ii)                                  the
Licensor is dissolved or its business is in whole or in part, liquidated, wound
up, discontinued, or any decision is taken in this respect;


 


for the event that either
(i) or (ii) above occurs, the Licensor here and now grants to the Licensee the
option (“bindend-aanbod”) to sell and transfer in full and without any
limitation or encumbrance other than agreed or acknowledged by the Licensee in
this Licence Agreement, the Veronica Trademarks and the Veronica Domain Names
(and the registrations thereof) to an entity to be indicated by the Licensee
for the sum of € 1 (one) Euro ex. VAT.


 


8.9                                 The
Licensee may terminate this Licence Agreement by way of written notice under
observance of a termination period of at least 6 (six) months.


 


8.10                           Where the
Licensee terminates this Licence Agreement it shall, immediately after the
termination period as set out in article 8.9, cease and desist from any
and all use of the Licensed Trademarks and the Licensed Domain Names.


 


26

















 


8.11                           Upon
expiry of the termination periods stipulated in the articles 8.3, 8.5 and 8.10
hereof the Licensor shall cease and desist and, if the Licensee in its consent
mentioned in article 5.6 has stipulated that the other licensee(s)  must cease the use of the New Trademarks
upon the expiry of this License Agreement with the Licensee, shall cause any of
its licensees to cease and desist any and all use of all of the New Domain
Names and New Trademarks. The foregoing , including the licensee’s right to
stipulate as stated, only applies insofar these New Trademarks contain
trademarks, brands or names of programs of the Licensee and do not solely
consist of Veronica Trademarks as at the Effective Date.


 


8.12                           The
Licensor and the Licensee shall, upon expiry of the termination periods
stipulated in the articles 8.7 and 8.10 hereof, have jointly instructed the
deletion of the registration of the Licensee’s licences on the Licensed
Trademarks in the relevant trademarks register(s). The Licensee hereby grants
to the Licensor an irrevocable power of attorney to sign all documents and to
carry out all acts on behalf of the Licensee to comply with this
article 8.12 if the Licensee, after having been given written notice
requiring it to comply with these articles, within 14 days fails to fulfil any
of its obligations set out in this article. The Licensee shall immediately on demand
reimburse all reasonable expenses incurred by the Licensor in exercising this
power of attorney.


 


 


Article 9 - Consequences
of termination


 


9.1                                 Upon
termination of this Licence Agreement by the Licensor due to an unremedied
breach by the Licensee as set out in article 8.3 the Licensee shall have
no right against the Licensor for compensation for loss of licence rights, loss
of goodwill or any similar or other financial loss.


 


27

















 


9.2                                 Articles
7.1(c) and 12.1 of this Licence Agreement shall continue in force and shall
survive any termination, for whatever reason, including but not limited to
(part) rescission, of this Licence Agreement. Article 7.1(c) will expire 5
(five) years after termination of this Licence Agreement or so much later as
Vereniging Veronica has committed itself vis-à-vis Licensee in accordance with
article 7.4.


 


 


Article 10 - Protection
of the Veronica Trademarks


 


10.1                           If either
Party determines that there is a material infringement of the Licensed
Trademarks by a third party, not being another licensee under the Veronica
Trademarks (‘material’ meaning that the reputation of the Licensed Trademarks
and/or the interests of Licensee and/or Licensor under this Licence Agreement
could be seriously harmed or jeopardized) it shall send the other Party a
written notice informing it of the material infringement. Within a maximum of
three working days after receipt of the notice by the other Party, the Licensee
and the Licensor shall discuss the course of action to be taken. After such
consultation with the Licensor the Licensee has the right to take action,
including bringing a legal action in the name of the Licensor, as it in its
discretion sees fit, provided that prior to taking such action the Licensee has
notified the other licensees under the Veronica Trademarks, if any, of the
infringement and invited them to participate in the action to claim their
damages resulting from said infringement, if any. For the purpose of such
action the Licensor hereby grants to the Licensee an irrevocable power of
attorney to act in the Licensor’s name and to sign all documents and to carry
out all acts on behalf of the Licensor. This power of attorney includes the
right to, on behalf of the Licensor, claim damages and surrender of profits as
set out in article 13A paragraph 4 of the Benelux Trademark Act. The costs
of and any damages awarded in respect of such actions will be paid by or
respectively be for the benefit of the Party incurring the costs or damages.
The Licensee will keep the


 


28

















 


Licensor duly informed of any
legal actions taken on the basis of this power of attorney. The Parties agree
not to settle or agree to any compromise of its claim or action without the
prior written consent of the other Party, which consent shall not be
unreasonably withheld or delayed.


 


10.2                           Each of
the Licensee and the Licensor agree to notify the other as soon as reasonably
possible after becoming aware that a third party is bringing, or may bring, a
claim or action for infringement of that third party’s intellectual property
rights which relates to the Licensed Trademarks and/or the Licensed Domain
Names.


 


10.3                           If a third
party claims that the Licensee, by using the Licensed Trademarks and/or the
Licensed Domain Names, infringes upon its intellectual property rights, the
Licensee has the right to, at its own expense, dispute, in or out of court, any
such claim. The Licensee shall at all times consult with the Licensor on the
course of action to be taken. The Licensee agrees not to settle or agree to any
compromise of the third party’s claim or action without the prior written
consent of the Licensor, which consent shall not be unreasonably withheld or
delayed.


 


 


Article 11 - Warranties
/ indemnification


 


11.1                           The
Licensor represents and warrants with respect to the Warranted Licensed
Trademarks listed in Annex 3(c) and the Licensed Domain Names listed in Annex
4(a):


 


(a)                                  that it is
entitled to enter into this Licence Agreement and to grant the licence granted
hereunder;


 


(b)                                 that it
has not and shall not grant a licence to use the Veronica Trademarks and/or the
Veronica Domain Names for the SBS Field


 


29

















 


of Use to any other party,
subject to Licensee’s acknowledgement of the Veronica Field of Use and Sky
Field of Use;


 


(c)                                  that it
shall itself not use the Veronica Trademarks and/or the Veronica Domain Names
for the SBS Field of Use;


 


(d)                                 that it is
the sole and absolute owner of the Licensed Trademarks;


 


(e)                                  that it is
the sole and absolute claimant of the Licensed Domain Names;


 


(f)                                    that the
use of the Licensed Trademarks and the Licensed Domain Names by the Licensee in
accordance with this Licence Agreement within the Netherlands (or, where the
Licensed Domain Names are concerned, for web-sites specifically aimed at The
Netherlands) does not infringe any intellectual property rights of any third
parties.


 


(g)                                 that, on
the date hereof, the Licensed Trademarks are validly applied for or registered
in the trademark registries for the classes as set out in Annex 3;


 


(h)                                 that, on
the date hereof, the Licensed Domain Names are registered in the name of the
Licensor;


 


(i)                                     that the
registrations of the Licensed Trademarks are sufficient for the services and
products for which the licence set out in article 2.1 under (a) and (b) is
granted;


 


(j)                                     the making
of and the performance of its obligations under this Licence Agreement does not
conflict with any other obligations of the Licensor.


 


30

















 


(k)                                  that, on
the date hereof, none of the Licensed Domain Names and Licensed Trademarks are
subject to any encumbrance or any agreement or commitment to give or create any
encumbrance, and no person has claimed to be entitled to any of the foregoing,
with the exception of the license to Sky Radio Ltd. and Vereniging Veronica
with respect to the Sky Field of Use and the Veronica Field of Use and possible
equally ranking rights of pledge of Sky Radio Ltd.


 


11.2                           Without
prejudice to the Licensee’s right to sue for breach of representation and
warranty, the Licensor shall have the right to terminate this Licence Agreement
in respect of a Licensed Trademark only with immediate effect if and when a
court has established (with no further rights of appeal available to the
Licensee) that the Licensee’s use of that Licensed Trademark infringes the
intellectual property rights of a third party. Where the court ruling relates
only to the use of a Licensed Trademark for certain television and audio-visual
services, the termination shall only apply to the licence to use of that
relevant Licensed Trademark and only in respect of such television and
audio-visual services. Where the court ruling relates only to the use of the Licensed
Trademark for certain printed media, the termination shall only apply to the
licence to use that Licensed Trademark and only in respect of such printed
media. Where the court ruling relates both to television and audio-visual
services and to printed media, this Licence Agreement shall terminate in
respect only of the affected Licensed Trademark and/or services and products.
Article 8.11 and 8.12 apply to the consequences of the immediate
termination by the Licensor under this article 11.2.


 


11.3                           The
Licensor indemnifies the Licensee and those sub-licensees that are approved by
the Licensor under article 14.5 hereof, against all losses, damages,
costs, expenses and other liabilities (including, without


 


31

















 


limitation, all reasonable legal
and other professional fees) incurred by the Licensee and its sub-licensees as
a result of a breach of the warranty as set out under article 11.1(f), it
being understood that Licensee will be entitled to settle such claims at
reasonable terms and conditions, given the nature of the claim and all the
specific circumstances. Licensee will inform Licensor timely before any such
settlement is reached. The warranty as set out under article 11.1(f) does
not apply to the Warranted Licensed Trademarks as set out in Annex 3(d).


 


11.4                           The
Licensor agrees not to admit liability or to settle or agree to any compromise
of any claim or action brought by a third party for infringement of that third
party’s intellectual property rights which relates to the Licensed Trademarks
and/or the Licensed Domain Names without the prior written consent of the
Licensee, which consent shall not unreasonably be withheld or delayed.


 


 


Article 12 - Confidential
information


 


12.1                           The
Licensor and the Licensee each agree to treat in all respects as confidential
any and all commercial information disclosed to it by the other party at any
time during the term of this Licence Agreement and for 5 (five) years following
the termination thereof, except:


 


(a)                                  as
explicitly otherwise provided in this Licence Agreement;


 


(b)                                 to the
extent required by law or any competent authority;


 


(c)                                  to their
professional advisers subject to a duty of confidentiality and only to the
extent necessary for any lawful purpose; and


 


(d)                                 to the
extent that at the date hereof or hereafter such information is or shall become
public knowledge otherwise than through improper 


 


32

















 


disclosure by any person.


 


12.2                           The
Licensee agrees that the Licensor may use deliver a copy of this License
Agreement to its trade mark agent solely for internal use, presently Knijff and
Partners in Weesp, The Netherlands.


 


 


Article 13 - Costs


 


13.1                           Except
where explicitly provided otherwise herein, each Party bears its own costs in
connection with the preparation, negotiation, signing or performance of this
Licence Agreement.


 


 


Article 14 - Assignment
/ transfer


 


14.1                           (a)                                  The
Licensor shall not assign, transfer or encumber the Warranted Licensed
Trademarks and/or the Warranted Licensed Domain Names and/or any of its rights
under this Licence Agreement other than in the context of the contribution in
kind against the issuance of shares as contemplated in accordance with
article 14.9 of this Licence Agreement. In case of such assignment,
transfer or encumbrance of the Warranted Licensed Trademarks that is not
remedied within 60 (sixty) days after receipt of a notice from the Licensee
requesting the remedy of such assignment, transfer or encumbrance, the Licensor
immediately forfeits to the Licensee a penalty of €5,000,000 (five million
Euro). As to encumbrances it is understood that Sky may have an equally ranking
right of pledge on certain Warranted Licensed Trademarks and that the Licensee
is given a right of pledge on all the Warranted Licensed Trademarks hereunder.


 


33

















 


(b)                                 Article 14.1(a)
shall likewise apply to a breach by Licensor and/or any Affiliate including
Vereniging Veronica acting in conflict with article 7.1(c).


 


14.2.                        As
security for payment for the penalty under article 14.1(a) and/or the
Licensor’s obligation to pay the Licensee any amount as indemnification
pursuant to article 11.3 of this Licence Agreement, together with all
costs incurred by the Licensee in connection with the protection, preservation
or enforcement of its right of pledge (the Secured
Obligations), the Licensor grants to the Licensee a right of pledge
on the Warranted Licensed Trademarks and the Warranted Licensed Domain Names.
The Licensee hereby accepts such right of pledge (Right of Pledge).A deed of pledge will be signed by the
Parties in the form as attached as Annex 9. It is understood that Sky
may have an equally ranking right of pledge on certain Warranted Licensed
Trademarks.


 


14.3                           The
Licensee is entitled to terminate (opzeggen)
in whole or in part the Right of Pledge. The Licensee shall give notice in
writing of any termination to the Licensor.


 


14.4                           The
Licensee shall not be obliged to give notice of a sale under article 14.2 to
the Licensor, to holders of a right in rem (beperkt
recht) or those who have made an attachment (beslag) on the Warranted Licensed
Trademarks and the Warranted Licensed Domain Names as referred to in Sections
3:249 and 252 of the Dutch Civil Code.


 


14.5                           The
Licensee shall be entitled to sublicense any of its rights hereunder without
the Licensor’s prior written consent to any of its Affiliates, in which
Licensee, at the time of the sublicensing has and for the duration of the
sub-licence shall maintain, controlling voting rights.


 


14.6                           The
Licensee shall not sublicense or transfer its rights hereunder to any third


 


34

















 


party
without the Licensor’s prior written consent, which consent shall not be
unreasonably withheld or delayed.


 


14.7                           The
Licensee shall procure and hereby warrants that any and all of its
sub-licensees shall strictly adhere to the obligations for the Licensee under
this Licence Agreement and shall be liable vis-à-vis the Licensor for any act
or omission of such sub-licensee as if this would be an act or omission of the
Licensee.


 


14.8                           Except for
the licence granted to Sky Radio Ltd. referred to in article 2.4(b) and
the licences set out in this Licence Agreement, the Licensor shall only be entitled
to grant licences to the Veronica Trademarks and the Veronica Domain Names to
its Affiliates for the Veronica Field of Use. 
Any other licences to the Veronica Trademarks and the Veronica Domain
Names will require the Licensee’s prior written consent, not to be unreasonably
withheld or delayed by the Licensee.


 


14.9                           Licensee
herewith consents to the contribution in kind, existing of the Veronica
Trademarks and Veronica Domain Names, to Veronica Merken B.V. at or after the
Effective Date pursuant to a deed of contribution in the form of the draft deed
of contribution attached hereto as Annex 7. Upon signing by Veronica
Merken B.V. of a deed of adherence in the form as set out in Annex 8
hereto the Parties agree and Licensee herewith consents to the assignment (contractsoverneming) as meant in
article 6:159 of the Dutch Civil Code of all the rights and obligations
under this Licence Agreement by Veronica Holding B.V. to Veronica Merken B.V.
on or after the Effective Date.


 


14.10                     Article 14.1-14.8
will also apply to any New Trade Marks and New Domain    Names including the word “veronica” or derived from any of the
logo’s mentioned in Annex 3(c). The Licensor agrees to add such New Trademarks
and New Domain Names upon first request of the Licensee to the pledge list


 


35

















 


as meant in Annex 9
hereto. Any and all registrations of the right of pledge granted to the
Licensee hereunder in the relevant register will be for the account of the
Licensee.


 


 


Article 15 - Notices


 


15.1                           All
notices to the respective parties shall be addressed to:


 


	
  If to the Licensor:

  	
   

  	
  Veronica Holding B.V.

  
	
  Attn.:

  	
   

  	
  De Directie

  
	
  Address:

  	
   

  	
  Olympiaplein 2 A

  
	
   

  	
   

  	
  1213 NT Hilversum

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Nauta Dutilh

  
	
  Attn:

  	
   

  	
  Jeroen H.Preller

  
	
  Address:

  	
   

  	
  Weena 750

  
	
   

  	
   

  	
  3014 DA Rotterdam

  
	
   

  	
   

  	
  Postbus 1110

  
	
   

  	
   

  	
  3000 BC Rotterdam

  
	
   

  	
   

  	
  fax: +31 10 414844

  
	
   

  	
   

  	
   

  
	
  If to the Licensee:

  	
   

  	
  SBS Broadcasting B.V.

  
	
  Attn.:

  	
   

  	
  Business Manager

  
	
  Address:

  	
   

  	
  Rietlandpark 333, 1019 DW Amsterdam

  
	
  With a copy to:

  	
   

  	
  SBS Services B.V.

  
	
  Attn.:

  	
   

  	
  Directie

  
	
  Address:

  	
   

  	
  Rietlandpark 353, 1019 EM Amsterdam

  



 


or at such other address as
stipulated in writing by the Licensee to the Licensor and vice versa after the
date hereof.


 


36

















 


15.2                           Every
notice and other communication given under this Licence Agreement shall be sent
by registered mail addressed to the other party at the address above. Notice
shall be deemed given two clear business days after posting.


 


15.3                           Licensee
has indicated that the contact person at Licensee for Knijff and Partners, the
present trademark agent of Licensor, is Mr. A.. Kramer, whose contact details
are


 


SBS Broadcasting B.V.


 


	
  Attn.:

  	
   

  	
  Arjo Kramer

  
	
   

  	
   

  	
  Manager personele en juridische zaken

  
	
  Address:

  	
   

  	
  Rietlandpark 333, Postbus 18179 Amsterdam

  
	
   

  	
   

  	
  1001 ZB Amsterdam

  
	
   

  	
   

  	
  T 020 - 8007580

  
	
   

  	
   

  	
  F 020 -8007 453

  
	
   

  	
   

  	
  arjo.kramer@sbs6.nl

  



 


 


Article 16 - No rescission /
no nullification


 


16.1                           To the
extent permitted by law, the Licensor and the Licensee hereby waive their
respective rights under articles 6:265 to 6:272 inclusive of the Dutch Civil
Code to rescind, or demand in legal proceedings the rescission (“ontbinding”) of, this Licence Agreement.


 


16.2                           To the
extent permitted by law, the Licensor and the Licensee hereby waive their
respective rights under article 6:228 of the Dutch Civil Code to nullify,
or demand in legal proceedings the nullification of, this Licence Agreement on
the ground of error (“dwaling”).


 


37

















 


16.3                           If any
provision of this Licence Agreement shall for any reason be held to be fully or
partly invalid, illegal or unenforceable, such invalidity, illegality or
unenforceability shall not affect any other provision of this Licence
Agreement, and the provision that is held to be fully or partly invalid,
illegal or unenforceable will be replaced by a valid, legal and enforceable
provision to be construed in such a way as to reflect as much as possible the
initial intention of the Parties.


 


16.4                           All risks
and costs resulting from the (part) rescission or nullification of this Licence
Agreement under the provisions of the applicable competition law and
regulations shall be for the account of the Licensee.


 


 


Article 17 - General


 


17.1                           No waiver
(whether express or implied) by either party of any breach by the other party
of any of its obligations under this Licence Agreement shall be deemed to
constitute a waiver or consent to any subsequent or continuing breach by such
party of any such obligations.


 


17.2                           This
Licence Agreement does not constitute and shall not be construed as
constituting a partnership, agency, joint venture, or distribution agreement
between the parties. Neither party hereto has the right to obligate or bind the
other party hereto in any manner whatsoever.


 


17.3                           This Licence
Agreement constitutes and contains the entire agreement between the parties
with respect to the subject matter hereof and supersedes any prior or
contemporaneous agreements, oral or written.


 


17.4                           This
Licence Agreement may not be varied, supplemented or modified unless made in
writing and executed by both Parties.


 


38

















 


Article 18 - Governing law,
disputes and competent court


 


18.1                           This
Licence Agreement is governed by the laws of The Netherlands.


 


18.2                           Subject to
the right of either Party to bring summary proceedings before the Provisions
Judge of the Amsterdam Court of First Instance, any dispute arising out of or
in connection with this Licence Agreement shall be escalated in the first
instance to the chief executive officer of each Party for resolution. If the
chief executive officers of each Party are not able to resolve the dispute
within a period of 14 days after escalation, the dispute may be referred by
either Party to the competent court in Amsterdam for resolution in accordance
with article 18.3.


 


18.3                           Any
disputes, controversies or claims arising from or in connection with this
Licence Agreement in the first instance shall be submitted to the exclusive
jurisdiction of the competent court in Amsterdam.


 


 


THIS LICENCE AGREEMENT IS SIGNED ON THE FOLLOWING DATES IN
TWO COUNTERPARTS, EACH OF EQUAL TENOR AND VALIDITY


 


39

















 


On behalf of THE LICENSOR


 


	
  Date:

  	
   

  	
  1 September 2003

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
  /s/ Pieter Kuipers

  	
   

  
	
   

  	
   

  	
   

  
	
  Hereby duly represented by: P. Kuipers,

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
  Managing director of Veronica Holding BV

  



 


On
behalf of THE LICENSEE


 


	
  Date:

  	
   

  	
  1 September  2003

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
  /s/ Andre Kreuzen

  	
   

  
	
   

  	
   

  	
   

  
	
  Hereby duly represented by A.H.T. Kreuzen

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
  Business Manager of SBS Broadcasting B.V.

  



 


40

















 


 


Schedule 2


Conformed Copy


 


SHAREHOLDERS AGREEMENT


 


DATED 1 September 2003


 


Between


 


SBS NEDERLAND B.V.


 


SBS BROADCASTING B.V.


 


And


 


N.V. HOLDINGMAATSCHAPPIJ DE TELEGRAAF  


 


And


 


VERONICA
HOLDING B.V.


 


ALLEN & OVERY


Amsterdam


 

















 


CONTENTS


 


	
  Clause

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Interpretation

  	
   

  	
   

  
	
  2.

  	
   

  	
  Voting and
  Priority

  	
   

  	
   

  
	
  3.

  	
   

  	
  Supervisory Board

  	
   

  	
   

  
	
  4.

  	
   

  	
  Completion

  	
   

  	
   

  
	
  5.

  	
   

  	
  Lock up

  	
   

  	
   

  
	
  6.

  	
   

  	
  Pre-emptive Rights

  	
   

  	
   

  
	
  7.

  	
   

  	
  Transfer of
  Shares

  	
   

  	
   

  
	
  8.

  	
   

  	
  Dispute
  Resolution

  	
   

  	
   

  
	
  9.

  	
   

  	
  Squeeze Out

  	
   

  	
   

  
	
  10.

  	
   

  	
  Dividend Policy

  	
   

  	
   

  
	
  11.

  	
   

  	
  Confidentiality

  	
   

  	
   

  
	
  12.

  	
   

  	
  Fees and Expenses

  	
   

  	
   

  
	
  13.

  	
   

  	
  Notices

  	
   

  	
   

  
	
  14.

  	
   

  	
  General

  	
   

  	
   

  
	
  15.

  	
   

  	
  Applicable Law and Dispute
  Resolution

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedules

  	
   

  	
   

  
	
  1.

  	
   

  	
  1996
  Shareholders Agreement

  	
   

  	
   

  
	
  2.

  	
   

  	
  Amendment
  to the Articles

  	
   

  	
   

  



 

















 


THIS AGREEMENT is made on 1
September 2003,


 


BETWEEN:


 


(1)                                  SBS NEDERLAND B.V., a private limited liability company
incorporated under the laws of the Netherlands, whose registered office is at
Rietlandpark 333, 1019 DW Amsterdam, the Netherlands (SBS); and


 


(2)                                  N.V. HOLDINGMAATSCHAPPIJ DE TELEGRAAF, a public limited
liability incorporated under the laws of the Netherlands, whose registered
office is at Basisweg 30, 1043 AP Amsterdam, the Netherlands (De Telegraaf); and


 


(3)                                  VERONICA HOLDING B.V., a private limited liability company
incorporated under the laws of the Netherlands, whose registered office at
Olympia 2A, 1213 NT Hilversum, the Netherlands (Veronica); and


 


(4)                                  SBS BROADCASTING B.V., a private limited liability company
incorporated under the laws of the Netherlands, whose registered office is at
Rietlandpark 333, 1019 DW Amsterdam, the Netherlands (the Company).


 


WHEREAS:


 


(A)                              The
Company belongs to the Group of SBS SA, which owns interests in private
commercial television and radio stations located in Westerns and Eastern
Europe.  The Company is active in the
multi-media business and owns and operates three television stations in the
Netherlands, known as Net5, SBS6 and V8. 
These television stations offer a wide range of quality programming
including foreign movies, and series, local productions, news and sports. The
Company also owns one overall web site and three television related web sites.


 


(B)                                The
Company and Veronica have entered into a transfer agreement (the Transfer Agreement) relating to the
contribution by Veronica of the shares in Veronica Uitgeverij B.V., against an
issue of (new) shares in the capital of the Company (the Consideration Shares) and a share purchase
agreement relating to the sale by Veronica of all outstanding and issued share
capital of Veronica Litho B.V. and Veronica Digitaal B.V. against the
acceptance by the Company or a company designated by the Company of certain
liabilities (the Purchase Agreement),
all these companies being private limited liability companies incorporated
under the laws of the Netherlands (the Veronica
Companies).


 


(C)                                The
business of the Veronica Companies consists of the editing and publishing of
Veronica Magazine and Veronica Satellite, the lithography business, the
web-site activities relating to television print and related services (the Business). In connection therewith, the
Company and Veronica will enter into an exclusive license agreement relating to
the use of the brand “Veronica”.


 


(D)                               Upon
completion of the transactions described in the Transfer Agreement and the
Purchase Agreement (Completion)
the Veronica Companies will be companies within and become part of the Group of
SBS SA. The Company currently has no intention to outsource or transfer any of
the core functions of the Veronica Companies to any of its current Shareholders
or affiliates. The Company believes that the Business of the Veronica Companies
and its own business will be complementary and will offer important cross
promotional opportunities that will be beneficial to the further development of
the Business of the Veronica Companies as well as its own business.


 


1

















 


(E)                                 Upon
Completion SBS will own such number of shares in the capital of the Company
representing 63 % of the issued and outstanding share capital of the Company,
Veronica will own such number of shares in the capital of the Company
representing 10 % of the issued and outstanding share capital of the Company
and N.V. Holdingmaatschappij De Telegraaf, a public limited liability company,
whose registered seat is at Basisweg 30, 1043 AP Amsterdam, the Netherlands (De Telegraaf), will own such number of
shares in the capital of the Company representing 27% of the issued and
outstanding share capital of the Company.


 


(F)                                 Upon
completion of the transactions described in the Transfer Agreement and the
Purchase Agreement (the Transaction
Agreements), the Company and Veronica will also enter into a call
option agreement pursuant to which Veronica shall have the right to acquire
additional (new) shares in the share capital of the Company (the Subscription Agreement).


 


(G)                                SBS and De
Telegraaf have entered into a shareholders agreement dated 23 May 1996 setting
out the terms and conditions of their cooperation within the Company, which is
attached hereto in Schedule 1 (the 1996
Shareholders Agreement). The 1996 Shareholders Agreement will remain
in place between SBS and De Telegraaf. SBS and De Telegraaf will sign a
shareholders resolution regarding the issue of (new)  shares to Veronica and stating which clauses of the 1996
Shareholders Agreement will be deviated from or cancelled as a result of
Veronica also becoming a shareholder in the Company.


 


(H)                               SBS, De
Telegraaf and Veronica have reached an understanding regarding the terms and
conditions of the rights Veronica will receive in connection with its minority
shareholding in the Company as set out in this agreement.


 


NOW IT IS HEREBY AGREED as follows:


 


1.                                      INTERPRETATION


 


1.1                               Terms defined


 


In
this agreement and the schedules hereto, where the context admits:


 


Articles  of
Association means the articles of association of the Company, as
they will read following the execution of the deed of amendment as set forth in
section 4.


 


Business Information means all books,
records and software containing information, know-how and data relating to the
business as carried out by the Company or the companies belonging to the Group
of the Company, including, without limitation all customer data, programme
data, financial data, comparative data, commercial agreements, sales
information, budgets, business plans and forecasts, all technical know-how or
other know-how and all correspondence, agreements, orders and enquiries.


 


General Meeting means the general
meeting of shareholders (algemene
vergadering van aandeelhouders) of the Company.


 


Group means at any time a company, its ultimate
parent company (moedermaatschappij)
and all the subsidiaries (dochtermaatschappijen)
and group companies (groepsmaatschappijen),
if any, as defined in articles 24a and 24b, respectively, of book 2 of the
Dutch Civil Code.


 


Purchase Agreement means the share
purchase agreement between the Company and Veronica relating to the purchase of
the all outstanding and issued share capital of Veronica Litho B.V. and
Veronica Digitaal B.V., private limited liability companies incorporated under
the laws of the Netherlands dated 1 September 2003.


 


2

















 


SBS SA means SBS Broadcasting S.A., a limited
liability company incorporated under the laws of Luxembourg.


 


Shares means the shares in the outstanding share
capital of the Company at any one time.


 


Shareholders means any person
or legal entity holding Shares.


 


Supervisory Board means the
supervisory board of the Company.


 


Supervisory Directors means the members
of the supervisory board of the Company and each member a Supervisory Director.


 


Transfer Agreement means the
agreement between the Company and Veronica relating to the contribution by
Veronica of the shares in Veronica Uitgeverij B.V., a private limited liability
company incorporated under the laws of the Netherlands, whose registered office
is at Olympia 2, 1213 NT Hilversum, the Netherlands, against an issue of (new)
shares in the Company dated 1 September 2003.


 


2.                                      VOTING AND PRIORITY


 


The
parties hereto shall exercise their voting rights in the General Meeting in
accordance with the provisions of this agreement. If and to the extent that
there is a conflict between the provisions set forth in this agreement and the
Articles of Association, the provisions of this agreement will prevail and the
parties shall vote in accordance with the provisions of the agreement,
irrespective as to whether the Articles of Association provide them with other
or further rights.


 


3.                                      SUPERVISORY BOARD


 


3.1                                 The
Supervisory Board shall consist of seven members, which shall be appointed by
the General Meeting in accordance with the nominations of the parties. SBS is
entitled to nominate four Supervisory Directors, De Telegraaf is entitled to
nominate two Supervisory Directors and Veronica is entitled to nominate one
Supervisory Director. The Supervisory Directors shall be dismissed and
suspended by the General Meeting in accordance with proposal of the party who
nominated such Supervisory Director. In the event that a party with nomination
rights as set forth in this section 3.1 no longer holds Shares, the
Supervisory Directors nominated by it will voluntarily resign with immediate
effect. If a Supervisory Director refuses to resign in such event, the
remaining Shareholders will vote in a General Meeting for the dismissal of such
Supervisory Director.


 


3.2                                 In the
event that Veronica will hold less than 5% of the Shares it shall lose its
nomination right for the appointment of one Supervisory Director as set forth
in section 3.1. In the event that De Telegraaf provides less than 26% of
all finance for the Company, whether in equity or debt finance, but holds more
than 5% of the Shares it shall lose its nomination right for the appointment of
one Supervisory Director as set forth in section 3.1. In the event that De
Telegraaf will hold less than 5% of the Shares it shall lose its remaining
nomination right for the appointment of one Supervisory Director as set forth
in section 3.1. In the event a party loses a nomination right as set forth
in this section 3.2, the Supervisory Directors nominated by such party
will voluntarily resign. If a Supervisory Director refuses to resign in such
event, the Shareholders will vote in a General Meeting for the dismissal of
such Supervisory Director.


 


3.3                                 All
resolutions of the Supervisory Board shall be adopted by simple majority in a
meeting duly called in accordance with the Articles of Association where at
least two Supervisory


 


3

















 


Directors nominated by SBS and,
for as long as De Telegraaf has two nomination rights as set forth in
section 3.1, one Supervisory Director nominated by De Telegraaf are
present (the Quorum), provided
that as long as De Telegraaf has two nomination rights as set forth in
section 3.1 all resolutions of the Supervisory Board relating to the
approval of the decisions of the management board of the Company listed in
section 22 subparagraph 3 of the Articles of Association may only be passed
if at least one of the Supervisory Directors nominated by De Telegraaf gives
his or her approval. If at such meeting the Quorum is not met, a new (second)
meeting will be called in accordance with the Articles of Association. At such
second meeting resolutions of the Supervisory Board can validly be adopted by
simple majority, provided that at least four Supervisory Directors are present
at such second meeting.


 


3.4                                 The
financial managing director of the Company shall be appointed by the General
Meeting in accordance with the nomination of the Supervisory Board. The
resolution of the Supervisory Board relating to such nomination shall be passed
in accordance with the provisions of section 3.3.


 


3.5                                 Unless
otherwise agreed by the Shareholders, the General Meeting shall resolve to
grant a Supervisory Director a remuneration of Euro 15,000 per year, provided
that such Supervisory Director is not employed by one of the Shareholders or by
an affiliated company of one the Shareholders. For the purposes of this
section ”affiliated company” means a company within the Group of companies
of one of the Shareholders, for the avoidance of doubt including Vereniging
Veronica. The remuneration is a fixed amount and includes compensation for, inter alia, out-of-pocket and travel
expenses.


 


4.                                      COMPLETION


 


4.1                                 The
following shall take place following the signing of this agreement:


 


(a)                                  A
unanimous consent resolution of the General Meeting shall be executed in which
it shall be resolved or ratified that:


 


(i)                                     the
Articles of Association be amended in form as attached hereto in
schedule 2;


 


(ii)                                  Mr Juergen
von Schwerin and Mr Frank Eijken are appointed as Supervisory Directors on the
nomination of SBS;


 


Mr
Roeland Macklued is appointed as a Supervisory Director on the nomination of De
Telegraaf;


 


(iii)                               the Dutch
notary shall request for a statement of no-objection with the Ministry of
Justice.


 


The
Supervisory Director to be appointed on the nomination of Veronica shall be
appointed shortly following the signing of this agreement.


 


4.2                                 Following
receipt of the statement of no-objection of the Ministry of Justice the Dutch
notary shall execute the deed of amendment of the Articles of Association.


 


5.                                      LOCK UP


 


5.1                                 Veronica
shall not be entitled to transfer or otherwise dispose of any of its
Consideration Shares, or any interest in any of its Consideration Shares during
a period which shall end three years following the date of this agreement,
without prejudice to the right of Veronica to


 


4

















 


transfer
its Consideration Shares to the Company in accordance with the provisions of
the Transaction Agreements.


 


5.2                                 Veronica
shall not be entitled to encumber any of its Shares in any way whatsoever.


 


6.                                      PRE-EMPTIVE
RIGHTS


 


6.1                                 The
Parties agree that if the Company requires further financing in accordance with
an approved budget, the Company shall first use its reasonable efforts to
procure debt financing from third parties on commercially reasonable terms and
conditions. If such third party debt financing is not available on commercially
reasonable terms and conditions, and the approved budget so provides, the
Company will invite the Shareholders to make loans available to the Company on
market terms in amounts equal to their pro rata ownership interest in the
capital of the Company. If all of the Shareholders do not agree to provide such
loans to the Company, then the Shareholders who are willing to provide such
financing to the Company may elect to provide all of such financing to the
Company in the form of debt or equity subscriptions as mutually agreed between
them.


 


6.2                                 In the
event that the Company is obliged to issue Shares to Veronica pursuant to the
provisions of the Transfer Agreement and/or the Subscription Agreement, the
Shareholders shall resolve in a General Meeting to issue those Shares to
Veronica and to exclude the pre-emption rights of the other Shareholders.


 


7.                                      TRANSFER OF SHARES


 


7.1                                 In
deviation from the sections 15 up and to including 19 of the Articles of
Association each of the Shareholders agrees to exercise their voting rights and
all other rights attached to their Shares, such as preferential rights, in
accordance with this section 7. The Shareholders agree that if any of them
wishes to transfer its Shares it shall only transfer all of the Shares it holds
at the time of transfer, unless otherwise agreed.


 


7.2                                 In case a
Shareholder (the Offeror) has
announced that it wishes to transfer its Shares as set forth in
section 16.1 of the Articles of Association, such Shareholder shall notify
the other Shareholders (the Remaining
Shareholders) thereof, mentioning the party to whom it wishes to
transfer its Shares (the Third Party),
the purchase price and other terms and conditions for which the Third Party is
prepared to purchase the Shares of the Offeror (the Third Party Offer). Each of the Remaining Shareholders shall
notify the Offeror within fifteen days following receipt of the notification of
the Offeror whether it finds the Third Party acceptable or not (the Acceptability Notice).


 


7.3                                 If the
Third Party is acceptable to each of the Remaining Shareholders, the Offeror
may only transfer its Shares to such Third Party, if such party becomes a party
to this agreement taking over the position of the Offeror in this agreement, while
the Offeror shall cease to be a party to this agreement.


 


7.4                                 In the
event each of the Remaining Shareholders finds the Third Party not acceptable,
each has the right to purchase part of the Shares of the Offeror in the same
proportion as their then existing shareholdings in the Company under the same
or equivalent terms and conditions as the Third Party Offer. Each of the
Remaining Shareholders shall notify the Offeror and the other Remaining
Shareholder within twenty days following sending the Acceptability Notice
mentioned in section 7.2 of this agreement whether it wishes to exercise
its right under this section 7.4 (the Exercise
Notice). If only one of the Remaining Shareholders has notified that
it wishes to exercise its right under this section 7.4, such Remaining
Shareholder may only purchase all but not less than all of the Offeror’s Shares
under the same or equivalent terms


 


5

















 


and conditions as the Third
Party Offer. The Remaining Shareholder wishing to exercise its right to
purchase all of the Offeror’s Shares shall notify the Offeror thereof within
thirty following receipt of the Exercise Notice of the other Remaining
Shareholder.


 


7.5                                 If SBS and
Veronica are the Remaining Shareholders, and SBS finds the Third Party
acceptable while Veronica does not find the Third Party acceptable, the Offeror
shall have the right to transfer its Shares to the Third Party and the
provisions of section 7.3 of this agreement shall apply mutatis mutandis.
If SBS and De Telegraaf are the Remaining Shareholders, and SBS finds the Third
Party acceptable while De Telegraaf does not find the Third Party acceptable,
this will considered to be a dispute and the provisions of section 8 of
this agreement will apply.


 


7.6                                 If SBS is
one of the Remaining Shareholders and finds the Third Party not acceptable, the
Shares may not be transferred to the Third Party and the provisions of
section 7.4 shall apply mutatis mutandis. If none of the Remaining
Shareholders wishes to exercise its right to purchase the Shares from the
Offeror, as set forth in section 7.4 of this agreement, this will be
considered to be a dispute and the provisions of section 8 of this
agreement shall apply mutatis mutandis.


 


7.7                                 In the
event SBS is the Offeror, and provided that a Remaining Shareholder finds the
Third Party not acceptable, each of the Remaining Shareholders has the right to
(i) purchase the Shares of the Offeror and the provisions of section 7.4
shall apply mutatis mutandis, or (ii) to demand from SBS that all of its Shares
will be sold to the Third Party as well on the same or equivalent terms and
conditions as the Third Party Offer. SBS shall in the event a Remaining
Shareholder exercises its right as set out under (ii) only dispose of its Shares
if the Third Party has agreed to purchase the Shares of such Remaining
Shareholder on the same or similar terms and conditions as the Third Party
Offer.


 


7.8                                 In the
event SBS SA wishes to transfer 50% or more of the issued and outstanding
shares in the share capital of SBS to a third party, SBS shall notify De
Telegraaf hereof and shall offer its Shares at the time of such transfer for
sale to De Telegraaf. Within twenty days following receipt of such notification
De Telegraaf shall notify SBS whether it accepts such offer or not. If De
Telegraaf accepts such offer the price of the Shares shall be determined in
accordance with the provisions of section 8.3 of this agreement. For the
avoidance of doubt, in this case the provisions of section 7.7(ii) shall also
apply for Veronica.


 


7.9                                 The
provisions of this section 7 shall not apply to a transfer of:


 


(a)                                  All Shares
held by SBS to a subsidiary company (as defined in article 2:24a
Netherlands Civil Code) of SBS SA or a transfer of 50% or more of the issued and
outstanding shares in the share capital of SBS to such subsidiary company;


 


(b)                                 All Shares
held by De Telegraaf to a subsidiary company (as defined in article 2:24a
of the Dutch Civil Code) of De Telegraaf;


 


(c)                                  All Shares
held by Veronica to a subsidiary company (as defined in article 2:24a of
the Dutch Civil Code) of Veronica,


 


provided
(i) that such subsidiary company becomes a party to this agreement, and (ii)
its (ultimate) parent company, being for the purpose of this agreement De
Telegraaf, SBS SA or Veronica, has represented to each other parent company
that the subsidiary company taking over the Shares will fully comply with the
provisions of this agreement. In case of a transfer of Shares mentioned in this
section 7.9, the other Shareholders shall be obliged to state that the
restriction on the transfer of Shares shall not apply to such transfer.


 


6

















 


7.10                           The
provisions of this section 7 do not apply in the event of a transfer of
Consideration Shares by Veronica to the Company pursuant to the provisions of
the Transaction Agreements. The Shareholders hereby acknowledge and agree that
any restriction on the transfer of Consideration Shares shall not apply in such
transfer of Shares and waive any and all of their pre-emptive rights in that
respect.


 


8.                                      DISPUTE RESOLUTION


 


8.1                                 In the
event of a dispute as set forth in sections 7.5 and 7.6 the relevant parties
shall in good faith negotiate with each other to come to an understanding. If
within thirty days after the dispute situation has arisen, no understanding
between the relevant parties can be reached, the dispute shall be submitted to
arbitration by one or three arbitrator(s), to be appointed by the relevant
parties in mutual understanding. If no understanding on the appointment of the
arbitrator(s) is reached within fifteen days after the thirty days period
mentioned before, the arbitrator(s) will be appointed by the Netherlands
Arbitration Institute (Nederlands Arbitrage
Instituut) at the request of either relevant party. The dispute to
be decided upon by the arbitrator shall be whether it is reasonable for a
Remaining Shareholder to conclude that the Third Party is unacceptable. The
arbitration procedure shall be conducted in accordance with the Rules of the
Netherlands Arbitration Institute (Nederlands
Arbitrage Instituut). The arbitration procedure shall be conducted
in the English language. The place of arbitration shall be Amsterdam. The
arbitrators shall decide according to the rules of Dutch law.


 


8.2                                 The
decision of the arbitrator(s) shall be binding, provided that if the
arbitrator(s) do not decide(s) in favour of SBS, SBS shall have the right to
purchase and acquire all Shares held by the relevant party, whereas the
relevant party is obligated to sell and transfer these Shares to SBS if SBS
exercises this right. SBS shall notify the relevant party of its decision
whether or not to exercise its right to purchase all of its Shares within
twenty days following receipt of the decision of the arbitrator(s).


 


8.3                                 The
purchase price of the Shares to be purchased by SBS according to the provision
mentioned in section 8.2, shall be agreed on between SBS and the relevant
party. If the parties have not agreed on the purchase price within thirty days
following the decision of the arbitrator(s), the purchase price shall be
determined by three or, if SBS and the relevant party agree hereto, one
registered accountant(s), to be appointed by the Netherlands Institute of
registered accountants (“NIVRA”) at the request of either SBS or the relevant
party, who will determine the purchase price on the basis of the fair market
value of the Shares to be transferred in such a way that there shall be no
addition or subtraction of any premium or discount arising in relation to the
number of Shares which are subject to a transfer. Except as provided otherwise
in this section 8.3 the provisions of sections 16.5, 17.1, 17.5, 17.6,
17.7 first sentence, 17.10 of the Articles of Association shall apply
correspondingly to the offering of Shares by the Offeror under
section 8.2, provided:


 


(a)                                  the costs
of the determination of the purchase price shall be shared equally by the
relevant parties, except in case Veronica is the Offeror in which case the
costs will be borne by the Remaining Shareholder(s);


 


(b)                                 the period
of thirty days mentioned in section 17.1 of the Articles of Association
shall be reduced to ten days;


 


(c)                                  if SBS
should purchase the Shares of the Offeror, this shall relate to all Shares held
by De Telegraaf or Veronica, respectively.


 


7

















 


For
the purposes of determining the purchase price the registered accountant shall
have reasonable access to employees and accounting records or other relevant
documents of the Company or any of its group companies as may reasonably
required by him.


 


8.4                                 De
Telegraaf as well as Veronica hereby acknowledge and agree that, in the event
of a transfer of Shares to SBS pursuant to the provisions of this
section 8, any restriction on the transfer of Shares shall not apply to
such transfer of Shares and hereby waive any and all of their pre-emptive
rights in that respect


 


9.                                      SQUEEZE OUT


 


SBS
hereby waives its rights pursuant to article 201a of book 2 of the Dutch
Civil Code to force Veronica to sell its Shares to it in the event that SBS
would hold 95% or more of the Shares and Veronica would hold 5% or less of the
Shares.


 


10.                               DIVIDEND POLICY


 


10.1                           The
General Meeting shall resolve to declare a dividend, to the extent permitted by
law, of 80% of the Free Cash Flow of the Company in a financial year upon the
adoption of the annual accounts of such financial year, provided that (i) the
ratio of the shareholders’ equity (eigen
vermogen) being at least 30% of the total assets of the Company as
set forth on the audited balance sheet for such financial year, and (ii) the
amount of such dividend may be reduced in the event and to the extent that
payment of such dividend would violate any financial covenants in any financing
agreement to which the Company is a party, which financial covenants will not
be any more restrictive in respect of dividends than the current restrictions
on dividend payments under the agreement with ING Bank of 16 October 2002.


 


It
is acknowledged that all Shareholders are (partly) dependent on the receipt of
dividends of the Company.


 


10.2                           For the
purposes of section 10.1, Free Cash Flow means, for any financial year,
the net income of the Company for that financial year, as adjusted (i) to
include, to the extent deducted in calculating the net income, non-cash items
such as depreciation and amortization, and (ii) to deduct capitalized
expenditures (including capitalized programming expenditures) and a provision
for working capital that is consistent with the approved budget for the subsequent
financial year.


 


11.                               CONFIDENTIALITY


 


11.1                           Veronica
shall not disclose or use any Business Information regarding the business of
the Company or the business of the Group to which the Company belongs for any
purpose, except:


 


(a)                                  to the
extent required by law or any competent authority;


 


(b)                                 to the
extent that such information is at the date hereof or hereafter becomes public
knowledge otherwise than through improper disclosure by Veronica under this
section 11.


 


11.2                           If a
Shareholder wishes to transfer its Shares to a bona fide Third Party of
reputable standing, it may deliver to such Third Party the same information as
has been provided by the Company to the Supervisory Director nominated by such
Shareholder, subject to the Third Party, the Shareholder and the Company
entering into a non-disclosure agreement reasonably acceptable to the Company.
A copy of the executed non-disclosure agreement will be


 


8

















 


distributed by the Company to
the other Shareholders. In the event the Shareholder is not represented in the
Supervisory Board at that time, the Company shall provide such Shareholder with
the same information as it has provided to its Supervisory Directors in the
last six months.


 


12.                               FEES AND EXPENSES


 


Each
party shall pay its own costs and expenses in relation to the preparation,
execution and carrying into effect of this agreement.


 


13.                               NOTICES


 


13.1                           Any notice
or other formal communication given under this agreement (which includes fax,
but not email) must be in writing and may be delivered in person, or sent by
post or fax to the party to be served at its address appearing in this
agreement as follows:


 


(a)                                  to
Veronica Holding B.V.


 


Olympia
2A


 


1213
NT Hilversum


 


Fax:
+31 35 6463355


 


marked
for the attention of: Mr. Pieter Kuipers


 


with
a copy to:                 Nauta Dutilh N.V.


 


Mr.
Peter Goes


 


Weena
750


 


3014
DA Rotterdam


 


Postbus
1110


 


3000
BC Rotterdam


 


Fax:
+31 10 2240007


 


(b)                                 to SBS
Broadcasting B.V.


 


Rietlandpark
333


 


1019
DW Amsterdam


 


Fax:  +31 20 800 74 80


 


marked
for the attention of: Business Manager


 


Mr.
Andre Kreuzen


 


with
a copy to:                 SBS Services B.V.


 


General
Counsel


 


9

















 


Mr.
Erik Moe


 


Fax:
+31 20 519 19 96


 


(c)                                  to SBS Nederland B.V.


 


Rietlandpark
333


 


1019
DW Amsterdam


 


Fax:  +31 20 519 19 96


 


marked
for the attention of: Business Manager


 


Mr.
Andre Kreuzen


 


with
a copy to:                 SBS Services B.V.


 


General
Counsel


 


Mr.
Erik Moe


 


Fax:
+31 20 519 19 96


 


(d)                                 to N.V.
Holdingmaatschappij De Telegraaf:


 


Basisweg
30


 


1043
AP Amsterdam


 


Fax:
+31 20 585 41 30


 


marked
for the attention of: Mr. A. Swartjes


 


or
at such other address or fax number as it may notify to the other party under
this article.  Any notice or other
document sent by post shall be sent by registered mail.


 


13.2                           Any notice
or other communication shall be deemed to have been given:


 


(a)                                  if
delivered in person, at the time of delivery; or


 


(b)                                 if sent by
post, at 10.00 a.m. on the second business day after it was put into the post;
or


 


(c)                                  if sent by
fax, on the date of transmission, if transmitted before 3.00 p.m. (local time
at the place of destination) on any business day and in any other case on the
business day following the date of transmission.


 


In
proving the giving of a notice or other formal communication it shall be
sufficient to prove that delivery in person was made or that the envelope
containing the communication was properly addressed and posted, either by
registered mail or that the fax was properly addressed and transmitted, as the
case may be.


 


10

















 


14.                               GENERAL


 


14.1                           This
agreement and the documents referred to in it (including the Articles) contain
the entire understanding between SBS and Veronica relating to the transactions
contemplated in this agreement, and supersedes all previous agreements between
SBS and Veronica.


 


14.2                           This
agreement and the documents referred to in it (including the Articles) contain
the entire understanding between De Telegraaf and Veronica relating to their
shareholding and cooperation in the Company, and supersedes all previous
agreements between De Telegraaf and Veronica, if any.


 


14.3                           This
agreement may not be amended, supplemented or changed, nor may any provision of
this agreement be waived, except by a written instrument making specific
reference to this agreement signed by the party against whom enforcement of any
such amendment, supplement, change or waiver is sought.


 


14.4                           If any
provision of this agreement shall be held by any court of competent jurisdiction
or arbitral tribunal to be illegal, void or unenforceable, such provision shall
(i) be of no force and effect, but the illegality or unenforceability of such
provision shall have no effect upon and shall not impair the enforceability of
any other provision of this agreement, and (ii) parties commit themselves to
replace the non-binding and/or non-enforceable provisions by provisions that
are binding and enforceable and differ as little as possible - taking into
account the object and the purpose of this agreement - from the non-binding
and/or non-enforceable provisions.


 


14.5                           Unless
otherwise provided for herein, none of the rights or obligations under this
agreement may be assigned or transferred without the prior written consent of
the other party.


 


14.6                           Unless
explicitly stated otherwise in this agreement, the parties waive their rights,
if any, to annul, (partly) rescind, (partly) dissolve (ontbinden) or cancel this agreement, or to
request annulment, (partial) rescission, (partial) dissolution (ontbinding) or cancellation of this
agreement on the basis of articles 228 or 265, book 6 of the Dutch Civil Code.


 


14.7                           No
omission or delay on the part of either party in exercising its rights under
this agreement or in requiring due and proper fulfilment by the other party as
set forth in this agreement shall be deemed to constitute a waiver and no
waiver by either party of any breach or default by the other party shall
operate as a waiver of any succeeding breach or other default or breach by such
other party.


 


15.                               APPLICABLE
LAW AND DISPUTE RESOLUTION


 


15.1                           This
agreement shall be governed by and shall be construed in accordance with the
laws of the Netherlands.


 


15.2                           Save as
otherwise set out in this agreement, any dispute arising out of or in
connection with this agreement (including questions in respect of the authority
of the arbitrators) will be finally settled by arbitration in accordance with
the rules of the Netherlands Arbitration Institute (Nederlands Arbitrage Instituut), provided that the parties
have the right to settle any such dispute in summary proceedings (kort geding) and the right to obtain
seizure. The arbitral tribunal will be composed of three arbitrators appointed
in accordance with those rules. The place of arbitration will be Amsterdam, the
Netherlands. The language of the arbitration will be English. The arbitrators
will decide according to the rules of Dutch law.


 


This
agreement has been signed by the parties on the date stated at the beginning of
this agreement.


 


11

















 


SCHEDULE 1


 


1996 SHAREHOLDERS AGREEMENT


 


12

















 


SCHEDULE 2


 


AMENDMENT TO THE ARTICLES


 


13

















 


SIGNATORIES


 


	
  SIGNED
  by:     Peter Kuipers

  	
   

  	
  )

  	
   

  	
  /s/
  Pieter Kuipers

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  For
  and on behalf of:

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VERONICA HOLDING B.V.

  	
   

  	
  )

  	
   

  	
   

  



 


 


	
  SIGNED
  by:     Juergen von Schwerin

  	
   

  	
  )

  	
   

  	
  /s/
  Juergen von Schwerin

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  For
  and on behalf of:

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SBS NEDERLAND B.V.

  	
   

  	
  )

  	
   

  	
   

  



 


	
  SIGNED
  by:     Andre Kreuzen (power of attorney

  	
   

  	
  )

  	
   

  	
  /s/
  Andre Kreuzen

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  For
  and on behalf of:

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  N.V. HOLDINGMAATSCHAPPIJ DE TELEGRAAF

  	
   

  	
  )

  	
   

  	
   

  



 


 


	
  SIGNED
  by:     Andre Kreuzen

  	
   

  	
  )

  	
   

  	
  /s/
  Andre Kreuzen

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  For
  and on behalf of:

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SBS BROADCASTING B.V.

  	
   

  	
  )

  	
   

  	
   

  



 


14

















 


Schedule 3


Conformed Copy


 


SUBSCRIPTION AGREEMENT


 


Relating to

Shares of



SBS Broadcasting B.V.


 


 


DATED 1 September 2003


 


 


Between


 


 


Veronica Holding B.V.



And



SBS Broadcasting B.V.


 


 


ALLEN & OVERY


Amsterdam


 

















 


CONTENTS


 


	
  Section

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Interpretation

  	
   

  	
   

  
	
  2.

  	
   

  	
  Grant of the Call Option

  	
   

  	
   

  
	
  3.

  	
   

  	
  The Call Option Price

  	
   

  	
   

  
	
  4.

  	
   

  	
  Exercise of the Call
  Option

  	
   

  	
   

  
	
  5.

  	
   

  	
  Completion

  	
   

  	
   

  
	
  6.

  	
   

  	
  Adjustments

  	
   

  	
   

  
	
  7.

  	
   

  	
  Warranties

  	
   

  	
   

  
	
  8.

  	
   

  	
  Disputes

  	
   

  	
   

  
	
  9.

  	
   

  	
  Notices

  	
   

  	
   

  
	
  10.

  	
   

  	
  Announcements

  	
   

  	
   

  
	
  11.

  	
   

  	
  Further Assurances

  	
   

  	
   

  
	
  12.

  	
   

  	
  General

  	
   

  	
   

  
	
  13.

  	
   

  	
  Termination

  	
   

  	
   

  
	
  14.

  	
   

  	
  Governing Law and Arbitration

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule

  	
   

  	
   

  
	
  1.

  	
   

  	
  Form of Call Exercise
  Notice

  	
   

  	
   

  
						



 

















 


THIS AGREEMENT is made on 1
September 2003 BETWEEN:


 


(1)                                  Veronica Holding B.V., a private limited liability company
incorporated under the laws of the Netherlands whose registered office is at
Olympia 2A, 1213 NT Hilversum, the Netherlands (the Subscriber);


 


(2)                                  SBS Broadcasting B.V. a private limited liability company
incorporated under the laws of the Netherlands whose registered office is at
Rietlandpark 333, 1019 DW Amsterdam, the Netherlands (the Issuer).


 


WHEREAS:


 


(A)                              The
Issuer, and the Subscriber have entered into a transfer agreement (the Transfer  Agreement)
on even date hereof regarding the contribution of all the issued and outstanding
share capital in Veronica Uitgeverij B.V., a limited liability companies
incorporated under the laws of the Netherlands (the Veronica Company), against an issue of (new) shares in the
Issuer.


 


(B)                                The Issuer
has agreed to grant the Subscriber an option to acquire such number of ordinary
shares in the capital of the Issuer that will result in the Subscriber holding
such number of shares in the capital of the Issuer representing 12% of the
issued and outstanding share capital of the Issuer (the Option  Shares)
at the Exercise Date, including the equity interest the Subscriber holds in the
Issuer at the Exercise Date, and the Subscriber is prepared to accept such
option for the Option Shares from the Issuer, subject to the terms and
conditions of this agreement.


 


IT IS AGREED as follows:


 


1.                                      INTERPRETATION


 


1.1                                 In this
agreement:


 


Adjustment means an adjustment to the Shares and/or
the Call Option Price in accordance with section 6;


 


Business Day means a day (other than a Saturday or a
Sunday) on which banks are generally open in Amsterdam for normal business;


 


Call Exercise Notice means a notice
substantially in the form of schedule 1;


 


Call Option means the Call Option granted by the Issuer
to the Subscriber under section 2;


 


Call Option Price means the price
for the Option Shares referred to in section 3 (subject to Adjustment);


 


Completion Date means the date
for completion of the issue of the Option Shares to the Subscriber in
accordance with subsection 5.1;


 


Exercise Date means the date on
which the Subscriber serves a Call Exercise Notice;


 


Exercise Period means the period
starting from the date of this agreement up and to including 1
September 2006;


 


1

















 


Option Shares means such number
of ordinary shares in the capital of the Issuer that will result in the
Subscriber holding such number of shares in the capital of the Issuer
representing 12% of the issued and outstanding share capital of the Issuer at
the Exercise Date, taking into account the shares that the Subscriber holds in
the Issuer at the Exercise Date;


 


Shares means shares in the share capital of the
Issuer.


 


Subsidiaries means subsidiaries (dochtermaatschappijen) as defined in
article 24a of book 2 of the Dutch Civil Code;


 


1.2                                 Subsection 1.1
applies unless the contrary intention appears.


 


1.3                                 The
headings in this agreement do not affect its interpretation.


 


2.                                      GRANT OF THE
CALL OPTION


 


Subject
to the terms and conditions of this agreement, the Issuer hereby grants to the
Subscriber, which hereby accepts the same from the Issuer, the unconditional
and irrevocable Call Option to acquire the Option Shares against payment of the
Call Option Price.


 


3.                                      THE CALL OPTION
PRICE


 


3.1                                 The price
payable by the Subscriber for the Option Shares shall be in cash. The aggregate
price for the Option Shares shall be determined based on the value of the
Company and its Subsidiaries as at the Exercise Date. For the purposes of this
clause the value of the Company and its Subsidiaries shall be equal to the
EBITDA multiplied by thirteen.


 


For
the purposes of this clause 3.1 “EBITDA” means, for any period, the
consolidated net income of the Company and its Subsidiaries for such year,
adjusted to exclude (a) non-recurring gains and losses on unusual items, and
(b) to the extent included in the calculation of consolidated net income,
consolidated income taxes, interest expense, depreciation, non program-related
amortization and income from minority interests (including, without limitation,
amortization associated with goodwill, deferred debt expenses, restricted stock
and option costs and non-competition agreements) of the Company and its
Subsidiaries for such year. For the avoidance of doubt, EBITDA shall reflect
the deduction of appropriate programming expenses including direct costs,
amortized costs, expiration costs and program inventory adjustments for any
reason, which are consistent with past practices as at the date hereof. EBITDA
shall be as set forth in the Company’s most recent audited accounts prior to
the Exercise Date.


 


3.2                                 If the
Subscriber is required by law to make a deduction or withholding in respect of
any sum payable under this agreement, the Subscriber shall, at the same time as
the sum which is subject of the deduction or withholding is payable, pay to the
Issuer such additional amount as shall be required to ensure that the net
amount received by the Issuer will be equal to the full amount which would have
been received by the Issuer had no such deduction or withholding been required
to be made.


 


3.3                                 The Issuer
shall pay any capital tax (kapitaalsbelasting)
due in relating to the issue of the Option Shares.


 


2

















 


4.                                      EXERCISE OF
THE CALL OPTION


 


4.1                                 The
Subscriber may exercise the Call Option at any time during the Exercise Period
by serving a Call Exercise Notice on the Issuer. The Call Option may only be
exercised in respect of all (and not some) of the Option Shares.


 


4.2                                 Exercise
of the Call Option shall oblige the Issuer to issue the Option Shares and the Subscriber
to subscribe for the Option Shares against payment of the Call Option Price.


 


4.3                                 The Option
Shares shall be issued free from all liens, charges, equities and encumbrances
and together with all rights attached to the Option Shares at the date of service
of the Call Exercise Notice.


 


4.4                                 In case
Veronica proves not later than 1 March 2006 that it has used its best
endeavours but that it is unable to finance the Call Option Price from the
dividends received on the Shares or on any of its other participations (deelnemingen) in companies, the sale of
any of its other assets or through financing from third parties on reasonable
terms and conditions, the parties shall discuss whether an extension of the
Call Option is appropriate.


 


4.5                                 If the
Call Option is not duly exercised within the Exercise Period it shall cease to
be exercisable and shall lapse.


 


4.6                                 SBS
Nederland B.V. (SBS Nederland) and
N.V. Holdingmaatschappij De Telegraaf (De
Telegraaf), both limited liability companies incorporated under the
laws of the Netherlands, each acknowledge and agree in their capacity as
shareholders of the Issuer that they will vote in favour of the issue of the
Option Shares to the Subscriber in a general meeting of shareholders of the
Issuer and will waive any pre-emption rights (voorkeursrechten)
they may have in connection with such issue of Option Shares to the Subscriber,
provided that such issue is in accordance with the provisions of this
agreement.


 


5.                                      COMPLETION


 


5.1                                 Completion
of any sale and purchase of the Option Shares following the exercise of the
Call Option shall take place at the offices of Allen & Overy in Amsterdam,
at 10.00 a.m. on the date which is the thirtieth day after the date of service
of the Call Exercise Notice or, if the outcome of any Adjustment is not known
at that time, the fifth Business Day after the outcome has been ascertained.


 


5.2                                 On the
Completion Date:


 


(a)                                  the
Subscriber shall have paid the Call Option Price in full for the Option Shares
in immediately available funds to a Allen & Overy Amsterdam’s third party
account for notaries (derdengeldrekening
notariaat Allen & Overy) under number 555 886 999, with such
reference as shall be notified to the Subscriber by the Issuer three Business
Days prior to Completion;


 


(b)                                 the
holders of Shares shall resolve to issue the Option Shares to the Subscriber
against payment of the Call Option Price under exclusion of any pre-emption
rights for other shareholders of the Issuer;


 


(c)                                  a civil
law notary of Allen & Overy Amsterdam shall, after verifying that the Call
Option Price has been paid to the account set out under (a) above, execute a
deed of issue pursuant to which the Option Shares will be issued to the
Subscriber;


 


3

















 


(d)                                 the Issuer
and the Subscriber shall give their fullest cooperation to the execution of the
deed of issue and shall sign and execute such other documents as may be
necessary to enable the Subscriber to obtain the Option Shares.


 


5.3                                 If for any
reason the provisions of subsection 5.2 are not fully complied with the
parties shall be entitled (in addition and without any prejudice to all other
rights or remedies available to it) to elect to rescind this agreement or to
agree on a new Completion Date.


 


6.                                      ADJUSTMENTS


 


6.1                                 If any of
the events in subsection 6.2 occurs such adjustments (if any) shall be
made as may be required to the number and/or description of the Option Shares
and/or to the Call Option Price so as to preserve as far as possible the
equivalent economic value of the rights of the parties immediately prior to the
relevant event having regard to any diluting or concentrating effect of the
relevant event and the redesignation of, or replacement with any other
securities of, the Option Shares.


 


6.2                                 Events in
relation to the Option Shares:


 


(a)                                  a
sub-division, consolidation or reclassification of the Option Shares;


 


(b)                                 a
distribution (whether by way of bonus, capitalisation or similar issue or
otherwise) by the Issuer to existing holders of Shares of (i) other share capital
or securities or (ii) securities, rights or warrants granting the right to a
distribution of Shares or to purchase, subscribe or receive Shares or any other
Shares or securities or assets (other than the payment of a cash dividend);


 


(c)                                  the
consolidation, amalgamation or merger of the Issuer with or into another entity
(other than a consolidation, amalgamation or merger following which the Issuer
is the surviving entity and which does not result in any reclassification of,
or change in the Option Shares); or


 


(d)                                 any event
in respect of the Option Shares analogous to any of the foregoing events or
otherwise having a diluting or concentrating effect on the market value of the
Option Shares.


 


6.3                                 Any
adjustment made in accordance with this section shall have effect from the
date of the relevant event in subsection 6.2 or, if earlier, the record
date for that event.


 


6.4                                 The nature
of any adjustment required to be made in accordance with this
section shall be agreed between the parties within fifteen Business Days
of the Adjustment Date or, failing such agreement shall be determined under
section 14.


 


7.                                      WARRANTIES


 


7.1                                 The Issuer
represents, warrants and undertakes to the Subscriber that:


 


(a)                                  it has the
requisite power and authority to enter into and perform its obligations set out
in this agreement;


 


(b)                                 this
agreement has been duly authorised and executed by, and constitutes a binding
obligation on, it;


 


4

















 


(c)                                  compliance
with the terms of this agreement does not and will not conflict with or
constitute a default under any provision of:


 


(i)                                     any
agreement or instrument to which it is a party, with the exception of the
agreement between the Issuer and ING Bank dated 16 October 2002; or


 


(ii)                                  its
articles of association; or


 


(iii)                               any lien,
lease, order, judgement, award, injunction, decree, ordinance or regulation or
any other restriction of any kind or character by which it is bound.


 


7.2                                 The
Subscriber represents, warrants and undertakes to the Issuer that:


 


(a)                                  it has the
requisite power and authority to enter into and perform this agreement;


 


(b)                                 this
agreement has been duly authorised and executed by, and constitutes a binding
obligation on, it;


 


(c)                                  compliance
with the terms of this agreement does not and will not conflict with or
constitute a default under any provision of:


 


(i)                                     any
agreement or instrument to which it is a party; or


 


(ii)                                  its
articles of association; or


 


(iii)                               any lien,
lease, order, judgement, award, injunction, decree, ordinance or regulation or
any other restriction of any kind or character by which it is bound.


 


8.                                      DISPUTES


 


8.1                                 If any of
the parties to this agreement do not agree on any matter required to be agreed
between them under any of the sections 2 and 3 of this agreement or concerning
any Adjustment within fifteen Business Days of the dispute arising or of the
time/date specified in those sections the matter in dispute shall be referred,
at the request of any of the parties (each a Disputing
Party), for decision to an independent accountant (the Independent Accountant). Such Independent
Accountant shall be PriceWaterhouseCoopers or, if such firm is not willing to
accept such assignment on reasonable terms and conditions, Deloitte. If both
PriceWaterhouseCoopers and Deloitte are not willing to accept the assignment on
reasonable terms and conditions, as shall be appointed for this purpose on the
application of either Disputing Party by the president of the Dutch Institute
for Registered Accountants (Nederlands
Instituut voor Register Accountants).


 


8.2                                 The
Independent Accountant shall determine the dispute by means of a binding advice
(bindend advies). Each Disputing
Party may make representations in writing to the Independent Accountant.


 


8.3                                 The costs
incurred by the Independent Accountant shall be borne equally between the
Disputing Parties unless the Independent Accountant determines otherwise.


 


5

















 


9.                                      NOTICES


 


9.1                                 Any notice
or other formal communication given under this agreement (which includes fax
but not email) must be in writing and may be delivered in person, or sent by
registered post (aangetekend) or
fax to the party to be served at its address appearing in subsection 9.4
or at such other address as it may have notified to the other parties in
accordance with this section.


 


9.2                                 Any notice
or document shall be deemed to have been served:


 


(a)                                  if
delivered in person, at the time of delivery; or


 


(b)                                 if by
registered post, at 10.00 a.m. on the second Business Day after it was put into
the post; or


 


(c)                                  if sent by
fax, on the date of transmission, if transmitted before 3.00 p.m. (local time
at the place of destination) on any Business Day and in any other case on the
Business Day following the date of transmission.


 


9.3                                 In proving
service of a notice or other formal communication it shall be sufficient to
prove that delivery in person was made or that the envelope containing the
notice or formal communication was properly addressed and posted as registered
mail or that the fax was properly addressed and transmitted, as the case may
be.


 


9.4                                 The
following are the addresses (including fax numbers) of the parties for the
purposes of subsection 9.1 above:


 


	
  If
  to the Subscriber:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Olympia
  2A

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  1213
  NT Hilversum

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Fax:
  31 35 6463355

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Marked
  for the attention of:

  	
   

  	
  Mr.
  Peter Kuipers

  
	
   

  	
   

  	
   

  
	
  and
  with a copy to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Nauta
  Dutilh N.V.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Weena
  750

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  3014
  DA Rotterdam

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Postbus
  1110

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  3000
  BC Rotterdam

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Fax:
  +31 10 2240007

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Marked
  for the attention of:

  	
   

  	
  Mr.
  Peter Goes

  



 


6

















 


	
  If
  to the Issuer

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Rietlandpark
  333

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  1019
  DW Amsterdam

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Fax:
  +31 20 800 7480

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Marked
  for the attention of:

  	
   

  	
  Business
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Mr.
  Andre Kreuzen

  
	
   

  	
   

  	
   

  
	
  and
  with a copy to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SBS
  Services B.V.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Rietlandpark
  353

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  1019
  EM Amsterdam

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Fax:
  +31 20 5191996

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Marked
  for the attention of:

  	
   

  	
  General
  Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Mr.
  Erik Moe

  



 


10.                               ANNOUNCEMENTS


 


Neither
party shall make or permit any person connected with it to make any
announcement concerning this agreement or any ancillary matter except as
required by law or any competent regulatory body or with the written approval
of the other parties, such approval not to be unreasonably withheld or delayed.


 


11.                               FURTHER ASSURANCES


 


11.1                           The Issuer
shall procure the convening of all meetings and the giving of all waivers and
consents and the passing of all resolutions and shall do or procure all other
acts and things as may be necessary under the laws of the Netherlands or under
its the articles of association to give effect to the provisions of this
agreement and any exercise of the Call Option. SBS Nederland and De Telegraaf
shall give their fullest cooperation in this respect to enable the Issuer to
issue the Option Shares and to enable the Subscriber to subscribe for the
Option Shares.


 


11.2                           In the
event that SBS Nederland or De Telegraaf dispose of their Shares, they will
procure that the party acquiring the Shares will adhere to their obligations
pursuant to this agreement.


 


12.                               GENERAL


 


12.1                           Each
obligation, representation and warranty on the part of each party under this
agreement (except any obligation fully performed) shall continue in force after
the Completion Date.


 


12.2                           None of
the rights or obligations under this agreement may be assigned or transferred
by one party without the written consent of the other party.


 


7

















 


12.3                           This
agreement and the documents referred to in it contain the whole agreement
between the parties relating to the transactions contemplated in this agreement
and supersede all previous agreements between the parties relating to those
transactions.


 


12.4                           In
entering into this agreement no party may rely on any representation, warranty,
collateral contract or other assurance (except those set out in this agreement)
made by or on behalf of any other party before the signing of this agreement
and each of the parties waives all rights and remedies which, but for this
subsection, might otherwise be available to it in respect of any such
representation, warranty, collateral contract or other assurance, provided that
nothing in this subsection shall limit or exclude any liability for fraud.


 


12.5                           Unless
explicitly stated otherwise in this agreement, the parties waive their rights,
if any, to annul (partly) rescind, (partly) dissolve (ontbinden) or cancel this agreement, or to
request annulment, (partial) rescission, (partial) dissolution (ontbinding) or cancellation of this
agreement on the basis of articles 228 or 265, book 6 of the Dutch Civil Code.


 


12.6                           This
agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same agreement and any party may enter
into this agreement by executing a counterpart.


 


12.7                           Each party
shall bear its own costs and expenses incidental to the negotiation,
preparation and completion of this agreement.


 


13.                               TERMINATION


 


This
agreement shall terminate upon the Subscriber no longer being a shareholder in
the capital of the Issuer and upon the expiry of the Exercise Period.


 


14.                               GOVERNING LAW AND ARBITRATION


 


14.1                           This
agreement is governed by and shall be construed in accordance with the laws of
the Netherlands. Save as otherwise set out in this agreement, any dispute
arising out of or in connection with this agreement (including questions in
respect of the authority of the arbitrators) will be finally settled by
arbitration in accordance with the rules of the Netherlands Arbitration
Institute (Nederlands Arbitrage Instituut),
provided that the parties have the right to settle any such dispute in summary
proceedings (kort geding) and the
right to obtain seizure. The arbitral tribunal will be composed of three
arbitrators appointed in accordance with those rules.  The place of the arbitration will be Amsterdam, the Netherlands.
The language of the arbitration will be English. The arbitrators will decide
according to the rules of law.


 


This
agreement has been signed by the parties (or their duly authorised
representatives) on the date stated at the beginning of this agreement.


 


8

















 


SIGNATORIES


 


 


	
  SIGNED
  by: Pieter Kuipers

  	
   

  	
  )

  	
   

  	
  /s/
  Pieter Kuipers

  	
   

  
	
  For
  and on behalf of:

  	
   

  	
  )

  	
   

  	
   

  
	
  VERONICA HOLDING B.V.

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNED
  by: Andre Kreuzen

  	
   

  	
  )

  	
   

  	
  /s/
  Andre Kreuzen

  	
   

  
	
  For
  and on behalf of:

  	
   

  	
  )

  	
   

  	
   

  
	
  SBS BROADCASTING B.V.

  	
   

  	
  )

  	
   

  	
   

  
							



 


 


For acknowledgement and agreement of their

obligations under this agreement:


 


 


	
  SIGNED
  by: 

  	
   

  	
  )

  	
   

  	
   

  
	
  For
  and on behalf of:

  	
   

  	
  )

  	
   

  	
   

  
	
  SBS NEDERLAND B.V.

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNED
  by: Andre Kreuzen (power of attorney)

  	
   

  	
  )

  	
   

  	
  /s/
  Andre Kreuzen

  	
   

  
	
  For
  and on behalf of:

  	
   

  	
  )

  	
   

  	
   

  
	
  N.V. HOLDINGMAATSCHAPPIJ  DE TELEGRAAF

  	
   

  	
  )

  	
   

  	
   

  



 


9

















 


SCHEDULE 1


 


FORM OF CALL EXERCISE NOTICE


 


To:                              [SBS Broadcasting
B.V.]


 


[address]


 


Dear
Sirs,


 


We
refer to the Call Option Agreement dated 1 September 2003 and made between
yourselves and ourselves and to the Call Option granted by you to us under that
agreement.


 


We
hereby give notice under and pursuant to section 2 of the Call Option
Agreement that we exercise the Call Option granted by you to us in respect of
the Shares, as defined in the Call Option Agreement.


 


We
will transfer the Call Option Price, as defined in the Call Option Agreement,
one Business Day prior to Completion to the third party account of Allen &
Overy as set out in the Call Option Agreement. Kindly provide us with the
reference to be indicated with such payment.


 


Yours
faithfully,


 


 


By:


 


For
and on behalf of:


 


Veronica
Holding B.V.


 


10

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Schedule 4

  
	
  [BELASTINGDIENST LETTERHEAD]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [DUTCH TAX AUTHORITIES]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Utrecht-Gooi

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Hilversum office

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P.O. Box 70

  	
   

  	
  1200 AB Hilversum

  	
   

  	
  Telephone

  	
   

  	
  +31 (0)35-626 32 01

  
	
   

  	
   

  	
   

  	
   

  	
  Fax

  	
   

  	
  +31 (0)35-626 35 38

  
	
   

  	
   

  	
   

  	
   

  	
  MGO Team (medium and large Enterprises)

  
	
   

  	
   

  	
   

  	
   

  	
  Direct-dial number +31 (0)35-626 36 86

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ernst & Young tax advisors

  	
   

  	
   

  	
   

  	
  Date

  
	
  Attn: mr. W.J.M. van Hellemondt

  	
   

  	
   

  	
   

  	
  28 August 2003

  
	
  P.O. Box 7925

  	
   

  	
   

  	
   

  	
   

  
	
  1008 AC AMSTERDAM

  	
   

  	
   

  	
   

  	
  Your reference

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Reference

  
	
  Subject:

  	
   

  	
   

  	
   

  	
  34.75.840

  



Veronica/SBS


 


Dear Mr Van Hellemondt,


 


Further to our telephone conversation this
morning, I inform you as follows. I can agree with the letter dated 28
August 2003 signed on behalf of Veronica and SBS, subject to the following
notes.


 


•                                         The
parties agreed on the value of the 10% interest in SBS. I will not give an
opinion on this valuation.


 


•                                         Veronica
Holding B.V. will acquire a right of option in order to expand its interest in
SBS from 10% to 12% over three years. Both for Veronica Holding B.V. and for
SBS Broadcasting B.V., this right of option is part of the participation
exemption.


 


•                                         It was
agreed that granting a licence right to SBS is part of the amalgamation of
companies. Therefore, no corporate income tax will be levied on Veronica
Holding B.V. while SBS cannot depreciate this licence right for tax purposes.
SBS conformed to this by signing the letter of 28 August 2003.


 


•                                         The sale
of the shares in Veronica Digitaal B.V. and Veronica Litho B.V. falls within
the scope of the participation exemption. At this time, I am unable to assess
whether transactions in the sense of Section 15 ai Corporate Income tax
Act have taken place, so I will not make any statements in that regard.


 


•                                         I do not
know the scope of the losses resulting from the termination of the television
activities by Veronica Holding B.V.


 


I hope you find this information adequate.


 


Yours sincerely,


 


Hilversum Tax Authorities/Private
Persons/Enterprises,


On behalf of the Inspector,


 


[signature]


	
  /s/ W.P.M. Kintz

  	
   

  
	
   

  
	
   Mr. W.P.M. Kintz

  



 


 


	
   

  	
   

  	
  office address

  
	
  in your response, please
  indicate the date

  	
   

  	
  Stationsplein 12

  
	
  and reference number of this
  letter

  	
   

  	
  Hilversum

  



 

















 


	
  ERNST & YOUNG letterhead

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Tax
  Authorities/Utrecht-Gooi/Hilversum office

  	
   

  	
   

  
	
  Attn.: mr. W.P.M. Kintz

  	
   

  	
   

  
	
  P.O. Box 70

  	
   

  	
   

  
	
  1200 AB HILVERSUM

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Amsterdam, 28 August 2003

  	
   

  	
  308087/WvH/mj/HdR

  



 


Subject: Veronica/SBS


 


Dear Mr Kintz,


 


In the recent past, we consulted
you and your colleague, Mr A. de Lange, several times about the reorganisation
of the Veronica Group. We thought it would be wise to set out in this letter
the agreements made with regard to the transaction with SBS, and to inform you
in further detail about the final structure.


 


1                                        Description of the transactions


 


1.1                              Transactions with SBS


 


Veronica Holding BV (hereinafter
‘Veronica Holding’) will contribute to Veronica Uitgeverij BV the assets and
liabilities with regard to the publishing activities it acquired on 15
December 2002, in accordance with Section 14 of the Corporate Income
Tax Act 1969 (hereinafter: ‘Section 14’). The shares in Veronica
Uitgeverij BV will then be contributed to SBS Broadcasting BV (hereinafter:
‘SBS’) in exchange for such a number of newly issued SBS shares that Veronica
Holding will acquire an interest of 10% in SBS’ capital. The 10% interest
represents a value of approximately EUR 54.6 million. SBS will be granted an
exclusive licence for the use of the name ‘Veronica’ for TV and other media
activities (with the exception of radio). No annual royalties will be paid for
this licence.


 


As referenced above, Veronica
Holding will acquire a 10% interest in SBS. Initially, the idea was to have
Veronica acquire a 12% interest. The parties have also agreed that Veronica
Holding is entitled to expand its interest, in principle, over three years, to
12% in exchange for cash payment of the then-current value of SBS.


 


In addition, SBS will purchase
the shares in Veronica Digitaal BV and Veronica Litho BV, and will settle the
purchase price by assuming a number of obligations.


 


Initially, there was some sort
of correction mechanism in case the forecasts used in the value appraisal were
not realised, but it is no longer in effect. The contracts only provide for the
usual warrantees, including those in respect of the balance sheet.


 


1.2                              Other activities of Veronica Holding


 


Following these transactions,
Veronica Holding holds two participations and a few immovable assets. The TV
activities will be wound up in full. The question of whether the activities in
respect of Kink FM will be continued remains unanswered.


 

















 


1.3                              The licence rights


 


With regard to granting the
licence rights in respect of the use of the name ‘Veronica’, we note the
following. In connection with our letter of 25 July 2003, we had a
discussion by telephone on 31 July 2003. The result of this discussion was
that SBS could be granted a license right without corporate income tax being
levied, provided that SBS would undertake to refrain from depreciating this
right for tax purposes.


 


Veronica Holding BV will grant
licences to SBS (TV and media activities), Sky (radio activities) and
Vereniging Veronica. Subsequently, the name will be contributed to Veronica
Merken BV, a newly established company.


 


2                                        The tax consequences of the transactions


 


2.1                              The transactions with SBS


 


With regard to both Veronica
Holding’s contributing its publishing business to Veronica Uitgeverij BV and
the transfer of the shares in Veronica Uitgeverij BV to SBS in exchange for
shares in SBS, we agreed (see our letter of 11 July 2003, which was
approved by your colleague, De Lange) that Section 14 is applicable to
these transactions, so there is no issue of levying corporate income tax.


 


The above is subject to the
following conditions:


 


A                                      the book values will be passed on;


B                                        Veronica Holding will not alienate
the shares it acquired in SBS within three years;


C                                        SBS will not alienate the shares it acquired in Veronica Uitgeverij BV
within three years; and


D                                       SBS will continue the enterprise of
Veronica Uitgeverij for three years.


 


Since the consideration consists
only of shares, the conditions of Section 14 have been met. These
transactions do not diminish Vereniging Veronica’s application of
Section 14 upon the contribution to Veronica Holding; this is in line with
your position of 25 August 2003.


 


The sale of the shares in
Veronica Digitaal BV and Veronica Litho BV falls within the scope of the
participation exemption since, as far as we know, no transactions in the sense
of Section 15 ai Corporate Income Tax Act have taken place.


 


2.2                              Veronica’s TV activities


 


The termination of the TV
activities will result in a substantial loss for Veronica Holding. The loss for
tax purposes is now projected at EUR 10 to 12 million.


 


2.3                              The licence rights


 


We orally agreed that granting
the licence to SBS can be effected free of tax, provided that SBS does not
depreciate the licence for tax purposes. By signing this letter also on behalf
of its tax representative, SBS conforms to this agreement.


 


In closing, we draw your
attention to the fact that, in our opinion, the contribution of the name by
Veronica Holding after granting the above-mentioned licences is a taxable
transaction. We will consult you on the remaining value of the name.


 


If you agree with the above,
kindly date and sign this letter in witness of your approval and return it to
us no later than Friday, 29 August in connection with the


 

















 


closing of the transaction on
that date. Please fax your response to us on # +31 (0)20 646 2553.


 


Yours sincerely,


on behalf of


Ernst & Young Tax advisors


 


	
  [signature]

  	
  [signature]

  
	
  on behalf of Veronica

  	
  on behalf of SBS

  
	
  /s/ H. de Ruijter

  	
   

  	
  /s/ J.A. Bartman

  	
   

  
	
  Mr. H. De Ruijter

  	
  Mr. J.A. Bartman

  
				



 


For approval,


 


Mr.  W.P.M. Kintz


 

















SCHEDULE 5


 


DOMAIN
NAME


 


The domain name is:


 


Veronicauitgeverij.nl


 


 


 


25

















 


SCHEDULE 6


 


SIGNING


 


For
the purpose of this schedule Unanimous Consent Resolution means a
resolution in writing by a company’s body (orgaan), adopted by unanimous consent of
all members of such body and, in respect of a resolution by a general meeting,
including the opportunity by the management board and supervisory board (if
any) to have rendered their advice.


 


PART 1


 


1.                                       At Signing Veronica shall procure the delivery to SBS of:


 


(a)                                  the written approval by the general meeting, the Association (Vereniging
Veronica), of Veronica of the transactions contemplated by this
agreement and related agreements;


 


(b)                                 the written approval of the supervisory board of Veronica of the
transactions contemplated by this agreement and related agreements;


 


(c)                                  resignation letter of the managing director of the Company
acknowledging that such director has no claim against the Company;


 


(d)                                 letters releasing the Company:


 


(i)                                     from its obligations under any financing agreements by the Company
and all related Encumbrances;


 


(ii)                                  from any other guarantees given for the benefit of or in respect of
any obligations by other members of Veronica’s Group;


 


(e)                                  the shareholders’ register of the Company;


 


(f)                                    the unconditional positive advice of the works council of Veronica;


 


(g)                                 confirmation of the transfer of all assets, liabilities, agreements
and personnel to the Company as set out in the schedule headed
“Restructuring” or that such transfer will be completed within five Business Days
following Signing;


 


(h)                                 confirmation of the transfer of all Intellectual Property Rights in
the databases of (i) the subscribers to Veronica Magazine and Veronica
Satellite and (ii) members of the Association to the Company and the subsequent
destroying without keeping any (backup) copies of any nature whatsoever by the
Association and/or Veronica of these databases, and the Company being the duly
registered owner of the domain names as specified in the schedule headed
“Domain Names”.


 


26

















 


PART 2


 


2.                                       At Signing SBS will deliver to Veronica:


 


(a)                                  an Unanimous Consent Resolution of its shareholders relating to the
issue of the Consideration Shares and the exclusion of their pre-emption
rights; and


 


(b)                                 the resolution of its supervisory board relating to acquisition of
the Shares by way of contribution on the Consideration Shares and the issue of
the Consideration Shares.


 


PART 3


 


3.                                       After confirmation by the parties that deliveries of the documents
as set out in this schedule have been made:


 


(a)                                  the parties will, and will procure that the members of their
respective groups, including the Company, will (as appropriate):


 


(i)                                     enter into the Shareholders Agreement;


 


(ii)                                  enter into the Subscription Agreement.


 


(b)                                 the parties shall execute the Deed of Contribution before the Notary
and the Notary shall execute the Deed of Contribution and the parties shall
procure that the relevant Company will acknowledge the transfer of the Shares
by signing the Deed of Contribution.


 


27

















Schedule 7


 


SBS - akte uitgifte tegen inbreng ENG

CMS/LPP/67819-00025

99116977


 


DEED OF ISSUANCE OF SHARES AND CONTRIBUTION


(SBS Broadcasting B.V.)


 


This first day of September two thousand and three, there appeared
before me, Christiaan Maria Stokkermans, civil law notary in Amsterdam:


 


Oscar Manders, with office address at Apollolaan 15, 1077 AB Amsterdam,
the Netherlands, born in Schiedam, the Netherlands, on the fifth day of
January nineteen hundred and sixty-five, in this respect acting as
attorney-in-fact of:


 


1.                             SBS Broadcasting B.V., a private limited liability company
under Dutch law (‘besloten vennootschap met
beperkte aansprakelijkheid’), having its official seat in Amsterdam,
its office address at Rietlandpark 333, 1019 DW Amsterdam and registered in the
Commercial Register under number 33268595 (“SBS”);


 


2.                             Veronica Holding B.V., a private limited liability company
under Dutch law (‘besloten vennootschap met
beperkte aansprakelijkheid’), having its official seat in Hilversum,
its office address at Olympia 2A, 1213 NT Hilversum and registered in the
Commercial Register under number 32060962 (“Veronica”);
and


 


3.                             Veronica Uitgeverij B.V., a private limited liability company
under Dutch law (‘besloten vennootschap met
beperkte aansprakelijkheid’), having its official seat in Hilversum,
its office address at Olympia 2A, 1213 NT Hilversum and registered in the
Commercial Register under number 32064149 (“Uitgeverij”).


 


The aforementioned proxies appear from three written powers of attorney
attached to this deed (Annexes).


 


The person appearing declared the following:


 


1

















 


RECITALS:


 


(A)                    On the first day of September two thousand and three the general
meeting of shareholders of SBS resolved, inter
alia, to issue to Veronica
sixty-seven (67) shares in the capital of SBS (the “New Shares”) with a nominal value of one hundred Dutch
guilders (NLG 100) each, numbered 601 through 667. A copy of the shareholder’s
resolution by which the issuance of the New Shares was resolved is attached to
this deed (Annex).


 


(B)                      The New Shares are to be fully paid up by a non-cash contribution
consisting of forty thousand and two (40,002) shares in the capital of Uitgeverij
with a nominal value of one Dutch guilder (NLG 1) each, numbered 1 through
40,002, jointly representing the entire issued capital of Uitgeverij (the “Contribution-Shares”).


 


(C)                      With respect to this non-cash contribution, SBS has prepared a
description (the “Description”) in
accordance with Section 2:204b(1) of the Dutch Civil Code and on the basis
of which description BDO Accountants & Adviseurs, accountants in Utrecht,
the Netherlands, have prepared an accountants’ certificate. The Description has
been signed by all managing directors of SBS. A copy of the Description and of
the aforementioned accountants’ certificate have been attached to this deed (Annexes).


 


(D)                     SBS and Veronica shall hereby effect the issuance of the New Shares and
the contribution of the Contribution-Shares on the terms set out below.


 


NOW THEREFORE, SBS AND VERONICA
HAVE AGREED AS FOLLOWS:


 


CHAPTER I. ISSUANCE OF THE NEW
SHARES.


 


Article 1. Issuance.


 


1.1                       SBS hereby issues the New Shares to
Veronica and Veronica hereby accepts the same from SBS, all on the terms set
out in the resolution to issue the New Shares and in this deed.


 


1.2                       The New Shares shall be registered
and no share certificates shall be issued for the New Shares.


 


1.3                       SBS shall register the issuance of
the New Shares in its register of shareholders.


 


Article 2. Obligation to Pay.


 


2.1                       The New Shares are issued at par, and
therefore in exchange for an obligation to pay an amount equal to the aggregate
nominal value of the New Shares (the “Obligation
To Pay”) which must be fulfilled by contributing the
Contribution-Shares.


 


2.2                       If the value of the
Contribution-Shares exceeds the amount of the Obligation To Pay, the balance
will be share premium.


 


Article 3. Warranties of SBS.


 


SBS warrants to Veronica that, on this day, the following is correct:


 


(a)                        SBS is a private limited liability
company under Dutch law (‘besloten


 


2

















 


vennootschap met beperkte
aansprakelijkheid’), duly incorporated
by notarial deed executed before J.B. de Snaijer, civil law notary in
Amsterdam, on the twenty-first day of April nineteen hundred and
ninety-five. The Articles of Association of SBS were last partially amended by
notarial deed executed before Jan Bouwen de Snaijer, civil law notary in Amsterdam,
on the sixteenth day of July nineteen hundred and ninety-nine.


 


(b)                       SBS is currently registered in the
Commercial Register under number 33268595. The information regarding SBS which
is registered in the Commercial Register is correct and complete.


 


(c)                        SBS has not been dissolved and no
resolution has been adopted to dissolve SBS, nor has any request thereto been
filed; SBS has not received any notice from the Chamber of Commerce under
Section 2:19a of the Dutch Civil Code. SBS has not been declared bankrupt,
nor has a suspension of payment been declared, nor have any requests thereto
been filed, nor is there any reason to expect the same.


 


(d)                       Immediately prior to this issuance of
the New Shares taking effect, the issued capital of SBS consisted of six
hundred (600) shares with a nominal value of one hundred Dutch guilders (NLG
100) each, numbered 1 through 600, all of which are fully paid up. No person
holds any right, conditional or unconditional (including, but not limited to,
options and debt instruments convertible into shares), against SBS to subscribe
for or otherwise acquire shares in the capital of SBS.


 


(e)                        The authorised capital of SBS is two
hundred thousand Dutch guilders (NLG 200,000) and is divided into two thousand
(2,000) shares with a nominal value of one hundred Dutch guilders (NLG 100)
each.


 


(f)                          The issuance of the New Shares to
Veronica is effected with due observance of all statutory provisions and
provisions prescribed by the Articles of Association of SBS applicable thereto.


 


(g)                       SBS’s register of shareholders is
up-to-date and complete.


 


CHAPTER II. CONTRIBUTION OF THE
CONTRIBUTION-SHARES.


 


Article 4. Contribution.


 


4.1                       Veronica hereby contributes and
transfers the Contribution-Shares to SBS and SBS hereby accepts the same from Veronica.


 


4.2                       The share transfer restrictions (also
referred to as ‘blocking clause’) referred to in Articles 14 through 19 of
Uitgeverij’s Articles of Association need not be complied with as Veronica is
the sole shareholder of Uitgeverij.


 


4.3                       The Contribution-Shares are
registered and no share certificates have been issued for the
Contribution-Shares.


 


4.4                       As far as SBS and Veronica are aware,
the value of the Contribution-Shares has not decreased since the date to which
the Description pertains.


 


Article 5. Warranties of
Veronica.


 


Veronica warrants to SBS that, on this day, the following is correct:


 


3

















 


(a)                        Uitgeverij is a private limited
liability company under Dutch law (‘besloten
vennootschap met beperkte aansprakelijkheid’), duly incorporated by
notarial deed executed before H.J. Steinvoort, at that time civil law notary in
‘s-Gravenhage, on the twenty-fourth day of September nineteen hundred and
ninety-six. The Articles of Association of Uitgeverij have not been amended
since.


 


(b)                       Uitgeverij is currently registered in
the Commercial Register under number 32064149. The information regarding
Uitgeverij which is registered in the Commercial Register is correct and
complete.


 


(c)                        Uitgeverij has not been dissolved and
no resolution has been adopted to dissolve Uitgeverij nor has any request
thereto been filed. Uitgeverij has not received any notice from the Chamber of
Commerce under Section 2:19a of the Dutch Civil Code. The Veronica
Companies have not been declared bankrupt, nor has a suspension of payment been
declared, nor have any requests thereto been filed, nor is there any reason to
expect the same.


 


(d)                       The issued capital of Uitgeverij
consists of the Contribution-Shares, all of which are fully paid up. No person
holds any right, conditional or unconditional (including, but not limited to,
options and debt instruments convertible into shares), against Uitgeverij to
subscribe for or otherwise acquire shares in the capital of Uitgeverij.


 


(e)                        The register of shareholders of
Uitgeverij is up-to-date and complete.


 


(f)                          Veronica has full and unencumbered
title to the Contribution-Shares.


 


(g)                       Veronica has not been deprived of the
authority to transfer the Contribution-Shares by virtue of Section 2:22a,
subsection 1, of the Dutch Civil Code.


 


(h)                       The Contribution-Shares are not
subject to rights of third parties or obligations to transfer to third parties
or claims based on contracts of any nature.


 


(i)                           By the transfer of the
Contribution-Shares to SBS, the full and unencumbered title to the
Contribution-Shares will be transferred to SBS.


 


Article 6. Previous
Acquisition of the Contribution-Shares.


 


Veronica has declared to have acquired the Contribution-Shares as
follows:


 


•                                eight thousand (8,000) of the Contribution-Shares,
numbered 32,001 through 40,000, by virtue of a transfer pursuant to a sale and
purchase agreement, effected by a notarial deed of transfer executed on the
twelfth day of May two thousand, before P.H.N. Quist, civil law notary in
Amsterdam;


 


•                                thirty-two thousand (32,000) of the
Contribution-Shares numbered 1 through 32,000 by virtue of a transfer pursuant
to a contribution agreement effected by a notarial deed of issuance and
contribution, executed before a deputy of M. van Olffen, civil law notary in
Amsterdam, on the thirtieth day of May two thousand and three; and


 


•                                two (2) of the Contribution-Shares
numbered 40,001 through 40,002 by


 


4

















 


virtue of a transfer pursuant to a
contribution agreement effected by a notarial deed of issuance and
contribution, executed before Martin van Olffen, civil law notary in Amsterdam,
on the first day of September two thousand and three.


 


CHAPTER III. FINAL PROVISIONS.


 


Article 7. Exemption from
Capital Tax.


 


With respect to the contribution of the Contribution-Shares, SBS shall
file for exemption from Dutch capital tax under the provisions in
Section 37, subsection 1, under a, in conjunction with
Section 37, subsection 2, under b, of the Dutch “Wet op Belastingen van Rechtsverkeer”.


 


Article 8.
Rescission (‘ontbinding’).


 


SBS and Veronica waive the right to rescind the agreement laid down in
this deed or to demand rescission thereof.


 


Finally, Uitgeverij has declared:


 


Uitgeverij hereby acknowledges the transfer of the Contribution-Shares
effected by this deed and shall register the same in its register of
shareholders.


 


Close.


 


The person appearing is known to me, civil law notary.


 


This deed was executed in Amsterdam on the date first above written.
Before reading out, a concise summary and an explanation of the contents of
this deed were given to the person appearing. The person appearing then
declared that he had taken note of and agreed to the contents of this deed and
did not want the complete deed to be read to him. Thereupon, after limited
reading, this deed was signed by the person appearing and by me, civil law
notary, at eight hours and ten minutes post meridiem.


 


(Signed by: O. Manders; Chr.M. Stokkermans)


 


FOR TRUE COPY:


 


5

















SCHEDULE 8


 


RESTRUCTURING


 


Prior
to Signing the following agreements respectively liabilities from Veronica
shall be transferred or assumed by the Company:


 


1.         the
agreement with KPN Telecom B.V. of 12 June 2002;


 


2.         The
payment of an amount of Euro 533,000 to Mr M. Tulen;


 


3. The payment of an amount of
Euro 127,000 to Mr L. Rijf.


 


The
parties acknowledge and agree that any provisions made in regard of the above
liabilities in any balance sheet of any company within Veronica’s Group shall
also be transferred to the Company.


 


29

















 


SCHEDULE 9


 


DEED OF
CONTRIBUTION RELATING TO THE RESTRUCTURING


 


 


The
parties acknowledge and agree that within five Business Days following Signing
the agreements mentioned in the deed of contribution relating to the
Restructuring shall be transferred from Veronica to the Company after obtaining
the prior written consent of the counterparty to such agreements.


 


30

















 


Version dated


1-9-2003


JCB/FKB/bdo


C:\apupdate\sectemp\51662965.muv4.doc


 


DRAFT DBBW 1 SEPTEMBER 2003


DEED OF
ISSUE OF TWO SHARES IN THE CAPITAL OF


VERONICA
UITGEVERIJ B.V.


 


On ** two thousand and three, there appeared
before me, mr. Frederik Karel
Buijn, a civil-law notary practising in Rotterdam:


**


 


acting in this matter as holder of a written
power of attorney from:


 


1.                                      Veronica Uitgeverij B.V., a private company with limited liability,
having its registered office in Hilversum with address: Olympia 2A, 1213 NT
Hilversum, hereinafter to be referred to as: the
Publisher;


 


2.                                      Veronica Holding B.V., a private company with limited liability,
having its registered office in Hilversum with address: Olympia 2A, 1213 NT
Hilversum, hereinafter to be referred to as: the
Contributor.


 


The person appearing


 


STATED AS FOLLOWS:


 


(i)                                     Vereniging
Veronica, having its registered office in Hilversum, concluded a preliminary
agreement with the Contributor on twenty December two thousand and two, in
which it was agreed that Vereniging Veronica intends to contribute its entire
enterprise to the Contributor, by means of a amalgamation of companies, in
exchange for receiving one (1) share. The deed of issuance of one share in
exchange for contribution of the enterprise of Vereniging Veronica was executed
on thirty May two thousand and three before the substitute of professor mr. M. van Olffen, civil-law
notary practising in Amsterdam. Pursuant to the aforementioned preliminary
agreement, the risk of the economic entitlement shall be borne by the
Contributor as from fifteen December two thousand and two;


 


(ii)                                  Vereniging
Veronica as limited partner and the Publisher as managing partner entered into
a limited partnership by the name of Veronica Blad C.V. on one
September nineteen hundred and ninety-five. By the deed referred to under
(i), Vereniging Veronica’s limited share in Veronica Blad C.V. devolved to the
Contributor. The economic entitlement to the enterprise operated by Veronica
Blad C.V. is therefore now vested in the Contributor;


 


(iii)                               On one
September two thousand and three, the Contributor and the Publisher decided
to dissolve Veronica Blad C.V. and to contribute the Contributor’s share in the
capital of Veronica Blad C.V. to the Publisher as at thirty-one August two
thousand and three in exchange for two shares in the capital of the Publisher,
on the understanding that the excess shall be deemed to be share premium;


 


(iv)                              On one
September two thousand and three, the Publisher’s general meeting resolved
to issue to the Contributor two shares in the Publisher’s capital, each with a
nominal value of one Dutch guilder (NLG 1) as stated in the articles of
association, in exchange for full payment, on the understanding that the excess
shall be deemed to be share premium, and with the Contributor being obliged to
meet its payment obligation in this matter otherwise than in money, namely by 


 

















 


contributing as at thirty-one August two
thousand and three its undivided share in and economic entitlement to:


 


a.               the books,
records, bank documents, other documents, information and information carriers;


 


b.              the
goodwill, know-how and client file belonging to the enterprise of Veronica Blad
C.V.;


 


c.               the
licences, exemptions and dispensations granted to the Contributor, including
the licences prescribed by government or otherwise for operating the enterprise
of Veronica Blad C.V.;


 


d.              the
agreements specified in Annex 1 (including insurance policies);


 


e.               the claims
on debtors, as itemised in a document attached to this deed as Annex 2;


 


f.                 the rights
flowing from the offers made to the Contributor;


 


g.              the cash
in hand and bank balances, as itemised in a document attached to this deed as
Annex 3;


 


h.              the
entitlement to the depositary receipt for a share in Stadion Amsterdam with
registration number A32; and


 


i.                  all other
assets of the Contributor which belong to or are only used for, or in the
enterprise of, Veronica Blad C.V., irrespective of whether they are shown by
the annual accounts, but explicitly exclusive of the shares in the capital of
Race Report Uitgeverij B.V., a private company with limited liability with its
registered office in Hilversum, the claim on Race Report Uitgeverij B.V. in
respect of a loan and the liabilities of Veronica Blad C.V. in connection with
the agreement of one November two thousand and one regarding a recourse
scheme in connection with suretyships granted by third parties,


 


hereinafter jointly with the Publisher’s
obligation to meet any and all obligations Veronica Blad C.V. will have at
thirty-one August two thousand and three to be referred to as: the ‘Contribution’;


 


(v)                                 the
Publisher’s general meeting of shareholders resolved on one September two
thousand and three with regard to this issue to exclude the pre-emption right;


 


(vi)                              the
Publisher’s general meeting of shareholders resolved on one September two
thousand and three, pursuant to Section 204(2), Book 2 of the Dutch Civil
Code, to grant permission to the Publisher’s board of management to enter into
an agreement with the Contributor regarding the Contribution, otherwise than in
money, to the share referred to under (ii);


 


(vii)                           both the Publisher
and the Contributor deem Section 31 of the Turnover Tax Act 1968 to be
applicable to this Contribution;


 


(viii)                        pursuant
to the provisions in the resolution referred to under (v), the Contributor is
obliged to deliver the Contribution to the Publisher;


 


AND DECLARED:


 


Issuance.


 


Article 1.


 


1.1.      In
execution of the resolution for issuance referred to above, the Publisher
hereby issues to the Contributor two (2) shares in the Publisher’s capital,
each with a nominal value of one Dutch guilder (NLG 1), subject to the
Contributor’s obligation to meet its payment obligation in this respect.


 


1.2.      The
Contributor accepts the share referred to in Article 1.1. subject to the
obligation referred to there.


 

















 


Contribution.


 


Article 2.


 


2.1.      In
fulfilment of the above-mentioned payment obligation and the provisions in the
agreement for contribution referred to above under (iv), the Contributor now
transfers the assets referred to under (iv) to the Publisher, who accepts said
transfer.


 


2.2.      The goods
referred to under (iv) (a), (b) and (i), as well as the cash in hand referred
to under (iv) (k), are transferred, insofar as these are not held by a third
party, to the Publisher by giving the Publisher access to the places where
these goods and cash in hand are located, and by handing it the keys and any
proofs of ownership, so that these goods and cash in hand shall entirely be at
the Publisher’s disposal.


 


2.3.      Goods in
the hands of third parties as referred to in paragraph 2 of this
article shall be delivered to the Publisher by a message of the
Contributor, also on behalf of the Publisher, to the third party that in the
future it shall hold the goods on behalf of the Publisher.


 


2.4.      The
licences, exemptions and dispensations as referred to under (iv)(d), the claims
insofar as these are registered claims, as referred to under (iv)(f), the
rights referred to under (iv)(g) and the bank balances referred to under
(iv)(k), are hereby transferred to the Publisher.


 


2.5.      The claims
as referred to under (iv)(f), which are payable to order or to bearer, shall be
transferred to the Publisher in the manner as prescribed by law.


 


2.6.      The
agreements as referred to under (iv)(e) are hereby transferred to the
Publisher.


 


2.7.      The
Publisher shall meet the obligations of Veronica Blad C.V. has at thirty-one
August two thousand and three.


 


2.8.      The
Contributor grants the Publisher irrevocable authority, with right of
substitution, to conduct all acts on its behalf that prove to be necessary to
effect the transfers concerned.


 


Discharge.


 


Article 3.


 


The Publisher shall grant the Contributor a
discharge in respect of its obligation to pay for the share referred to in
Article 1.


 


Account.


 


Article 4.


 


The enterprise of Veronica Blad C.V. is deemed
to be operated for the Publisher’s account as from thirty-one August two
thousand and three.


 


Miscellaneous.


 


Article 5.


 


5.1.      To the
extent this deed does not stipulate otherwise, any agreements made between the
party prior to the execution of this deed shall remain in force, with the understanding
that invocation of a condition subsequent is no longer possible and any
suspensory conditions are deemed to be fulfilled.


 


5.2.      Copies of
the specification and expert report in respect of the Contribution as referred
to in Section 204b, Book 2 of the Dutch Civil Code, shall be attached to
this deed.


 


5.3.      The
parties waive the right to dissolve the agreement contained in this deed by
virtue of the provisions in Section 265, Book 6 of the Dutch Civil Code.


 


5.4.      Finally,
the person appearing declared that this deed shall be a deed of assignment for
the registered claims that are part of the assets of the enterprise of Veronica
Blad C.V.


 


5.5.      The costs
of this deed shall be borne by the Publisher.


 


The powers of authority has been proved
satisfactorily to me, civil-law notary.


 


The written powers of attorney are evidenced by
two private instruments containing power of attorney, which shall be attached
to this deed.


 


The document evidencing the resolution stated
at the beginning of this deed, as well as the statement of the Publisher’s
management board referred to at the beginning of this deed, shall be attached
to this deed.


 

















 


Whereof deed executed in one original in
Amsterdam, on the date indicated in the heading of this deed.


 


After communicating and explaining the succinct
content of the deed and explaining the consequences arising for the parties
from the content of the deed, and the declaration of the person appearing that
he had taken cognizance of the content of the deed and agreed to it, and those
parts of the deed as prescribed by law had been read, this deed was signed by
the party appearing, who is known to me, civil-law notary, and by me, civil-law
notary, at


 

















Schedule 10


 


ANNEXE TO THE
DESCRIPTION OF THE CONTRIBUTION OF THE SHARES IN VERONICA UITGEVERIJ B.V. TO
SBS BROADCASTING B.V.


 


VERONICA
UITGEVERIJ B.V.


 


Hilversum


 


Forecast
financial position at


31
August 2003


 

















 


	
  VERONICA
  UITGEVERIJ B.V., HILVERSUM

  	
   

  	
  ANNEXE

  



 


CONTENTS


 


	
  General

  	
   

  	
   

  
	
  Basis of preparation of the balance sheet

  	
   

  	
   

  
	
  Basis of preparation of balance sheet movements and forecast profit
  for July and August 2003

  	
   

  	
   

  
	
  Balance sheet

  	
   

  	
   

  
	
  Forecast profit and loss account for
  July and August 2003

  	
   

  	
   

  
	
  Notes to the balance sheet

  	
   

  	
   

  



 


UNAUDITED


 

















 


GENERAL


 


The forecast balance sheet at 31
August 2003 of Veronica Uitgeverij B.V. has been prepared for the purpose
of the contribution of Veronica Uitgeverij B.V. to SBS Broadcasting B.V.


 


This balance sheet has been
prepared on the basis of the balance sheet at 30 June 2003, as derived
from the accounting records of Veronica Blad C.V., which formed part of
Veronica Holding B.V. until 30 June 2003. On 31 August 2003, the date
on which the deed was passed by a civil-law notary, the assets and liabilities
constituting the business activities of the publisher of Veronica Magazine and
Veronica Sattelite were contributed to Veronica Uitgeverij B.V. in exchange for
the issue of two shares of €0.45 nominal value each. Veronica Uitgeverij B.V.
was then contributed to SBS Broadcasting B.V.


 


The forecast balance sheet at 31
August 2003 has been derived from the internal budgets of Veronica for
July and August 2003.


 


The financial information
contained in this report is unaudited.


 

















 


BASIS OF PREPARATION OF
THE BALANCE SHEET


 


General


 


Basis of
preparation


 


The balance sheet has been
prepared in accordance with accounting principles generally accepted in the
Netherlands (Dutch GAAP) and in accordance with the historical cost convention.
Departures, if any, from historical cost rules are mentioned separately.


 


Accounting
policies


 


Intangible
fixed assets


 


The purpose of the revaluation
for accounting purposes is to reflect the minimum value of the company in the
balance sheet.


 


Tangible fixed
assets


 


Tangible fixed assets are
carried at cost, less straight-line depreciation based on the expected useful
economic lives of the assets. Any permanent impairment in the value of the
assets is taken into account in their value. Assets purchased during the year
are depreciated from the date of purchase.


 


Financial fixed
assets


 


Financial fixed assets are
stated net of a provision for doubtful debts where necessary.


 


Stocks


 


Stocks of premiums are valued at
the lower of cost and market value.


 


Receivables


 


Receivables are stated net of a
provision for doubtful debts where necessary.


 


Provisions


 


Provisions are stated at their
non-discounted value. The provision for deferred taxation is calculated using
the standard tax rate.


 


2

















 


BASIS OF PREPARATION OF BALANCE SHEET
MOVEMENTS AND FORECAST PROFIT FOR JULY AND AUGUST 2003


 


The forecast profit of Veronica
Uitgeverij B.V. for the period July to August 2003 is based on the
standard monthly reports used within the Veronica group. Under the accounting
policies applied in these reports, which are based on Dutch accounting
principles, income and expenses are allocated to the period to which they
relate.


 


The forecast balance sheet at 31
August 2003 assumes that the total balance of working capital at
that date is unchanged compared with the balance at 30 June 2003. The separate
balance sheet positions making up working capital at 31 August 2003 may
therefore differ from the positions presented in the forecast balance sheet.


 


The forecast profit for
July and August 2003, amounting to a total of € 1,875 million, was
distributed to Veronica Holding B.V. on 31 August 2003. This amount has
been deducted from the balance of cash at bank and in hand in the forecast
balance sheet at 31 August 2003.


 


The impact of the forecast
profit for the period July to August 2003 on the balance of cash at
bank and in hand can be shown as follows (in
thousands of euros):


 


	
  Forecast
  profit for July and August 2003

  	
   

  	
   

  	
   

  	
  1.875

  	
   

  
	
  Less:
  movement in prepaid subscription fees included in this amount

  	
   

  	
  -5.900

  	
   

  	
   

  	
   

  
	
  Less:
  profit distributed to Veronica Holding B.V.

  	
   

  	
  -1.875

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  -7.775

  	
   

  
	
  Lower
  balance of cash at bank and in hand at 31 August 2003 compared with 30
  June 2003

  	
   

  	
   

  	
   

  	
  -5.900

  	
   

  



 


For
more information, please refer to the accounting policies described below.


 


Accounting
policies


 


General


 


The profit has been determined
in accordance with accounting principles generally accepted in the Netherlands
(Dutch GAAP). The profit represents the difference between net turnover and all
related expenses that can be allocated to the period under review. Expenses are
determined in accordance with the accounting policies for assets and
liabilities stated above. Profits are recognised in the period in which the
turnover is realised. Losses are recognised in the period in which they are
foreseen.


 


Financial
income and expenses


 


Financial income and expenses
relate to interest received (receivable) from and paid (payable) to third
parties and group companies.


 


3

















 


Taxation


 


Corporate income tax is not
taken into account.


 


4

















 


	
  VERONICA
  UITGEVERIJ B.V., HILVERSUM

  	
   

  	
  ANNEXE

  



 


 


BALANCE SHEET


(in thousands of euros)


 


ASSETS


 


	
   

  	
   

  	
  Forecast at

  31 August,

  2003

  	
   

  	
  30 June,

  2003

  	
   

  	
  1 January,

  2003

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fixed assets

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Intangible fixed assets

  	
   

  	
  PM

  	
   

  	
  PM

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tangible fixed assets

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Buildings

  	
   

  	
  67

  	
   

  	
  67

  	
   

  	
  —

  	
   

  
	
  Other
  fixed operating assets

  	
   

  	
  1.721

  	
   

  	
  1.826

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
  1.788

  	
   

  	
  1.893

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Financial fixed assets

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other
  securities

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current assets

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Stocks

  	
   

  	
  300

  	
   

  	
  300

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Receivables

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Debtors

  	
   

  	
  4.444

  	
   

  	
  4.444

  	
   

  	
  —

  	
   

  
	
  Other
  receivables, prepayments and accrued income

  	
   

  	
  1.151

  	
   

  	
  1.151

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.595

  	
   

  	
  5.595

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Liquid Assets

  	
   

  	
  11.324

  	
   

  	
  17.224

  	
   

  	
  18

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  assets

  	
   

  	
  19.007

  	
   

  	
  25.012

  	
   

  	
  18

  	
   

  



 


5

















 


SHAREHOLDER’S
EQUITY AND LIABILITIES


 


	
   

  	
   

  	
  Forecast at

  31 August,

  2003

  	
   

  	
  30 June,

  2003

  	
   

  	
  1 January,

  2003

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Shareholder’s equity

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Share
  capital

  	
   

  	
  18

  	
   

  	
  18

  	
   

  	
  18

  	
   

  
	
  Other
  reserves

  	
   

  	
  838

  	
   

  	
  943

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
  856

  	
   

  	
  961

  	
   

  	
  18

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Provisions

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other
  provisions

  	
   

  	
  950

  	
   

  	
  950

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current liabilities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trade
  creditors

  	
   

  	
  4.236

  	
   

  	
  4.236

  	
   

  	
  —

  	
   

  
	
  Prepaid
  subscription fees

  	
   

  	
  12.490

  	
   

  	
  18.390

  	
   

  	
  —

  	
   

  
	
  Taxes
  and social security contributions

  	
   

  	
  -648

  	
   

  	
  -648

  	
   

  	
  —

  	
   

  
	
  Other
  liabilities, accruals and deferred income

  	
   

  	
  1.123

  	
   

  	
  1.123

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
  17.201

  	
   

  	
  23.101

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  shareholder’s equity and liabilities

  	
   

  	
  19.007

  	
   

  	
  25.012

  	
   

  	
  18

  	
   

  



 


6

















 


	
  VERONICA
  UITGEVERIJ B.V., HILVERSUM

  	
   

  	
  ANNEXE

  



 


 


FORECAST PROFIT AND LOSS ACCOUNT
FOR JULY AND AUGUST 2003


(in thousands of euros)


 


	
   

  	
   

  	
  July and August

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net
  turnover

  	
   

  	
  8.906

  	
   

  	
   

  	
   

  
	
  Direct
  costs

  	
   

  	
  8.542

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  3.064

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gross profit

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Staff
  costs

  	
   

  	
  1.064

  	
   

  	
   

  	
   

  
	
  Depreciation

  	
   

  	
  205

  	
   

  	
   

  	
   

  
	
  Other
  operating expenses

  	
   

  	
  27

  	
   

  	
   

  	
   

  
	
  Operating expenses

  	
   

  	
   

  	
   

  	
  1.296

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Operating profit

  	
   

  	
   

  	
   

  	
  1.768

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Financial
  income and expenses

  	
   

  	
   

  	
   

  	
  107

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Profit on ordinary activities before taxation

  	
   

  	
   

  	
   

  	
  1.875

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Corporate
  income tax

  	
   

  	
   

  	
   

  	
  0

  	
   

  
	
  Net profit

  	
   

  	
   

  	
   

  	
  1.875

  	
   

  



 


7

















 


NOTES TO THE FORECAST BALANCE
SHEET


(in thousands of euros)


 


ASSETS


 


Intangible
fixed assets


 


This item relates to Veronica
Magazine, which was contributed by Veronica Blad C.V. to Veronica Uitgeverij
B.V. at an earlier date, after which the shares of Veronica Uitgeverij B.V.
would be contributed to SBS Broadcasting B.V. in exchange for shares. The net
value of the contribution to SBS Broadcasting B.V., agreed by the parties
concerned, is € 54.6 million.


 


Tangible fixed
assets


 


The additions to tangible fixed
assets are based on capital expenditure already planned and capital
commitments. Depreciation is forecast on the basis of current depreciation
rates and methods, taking additions into account.


 


The forecast movements are as
follows:


 


	
   

  	
   

  	
  Buildings

  	
   

  	
  Other fixed

  operating

  assets

  	
   

  	
  Total

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net book value at 30 June 2003

  	
   

  	
  67

  	
   

  	
  1.826

  	
   

  	
  1.893

  	
   

  
	
  Forecast
  additions

  	
   

  	
  —

  	
   

  	
  100

  	
   

  	
  100

  	
   

  
	
  Forecast
  depreciation

  	
   

  	
  —

  	
   

  	
  -205

  	
   

  	
  -205

  	
   

  
	
  Forecast
  net book value at 31 August 2003

  	
   

  	
  67

  	
   

  	
  1.721

  	
   

  	
  1.788

  	
   

  



 


Financial fixed
assets


 


This item relates to depositary
receipts for shares in Amsterdam Arena. Parties have agreed to value this item
at nil.


 

















 


	
  VERONICA BLAD
  C.V., HILVERSUM

  



 


 


Current assets


 


	
   

  	
   

  	
  Forecast at

  31 August

  2003

  	
   

  	
  30 June 2003

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Stocks

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Stock
  of premiums

  	
   

  	
  300

  	
   

  	
  300

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Debtors

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Debtors

  	
   

  	
  4.521

  	
   

  	
  4.522

  	
   

  
	
  Provision
  for doubtful debts

  	
   

  	
  -78

  	
   

  	
  -78

  	
   

  
	
   

  	
   

  	
  4.444

  	
   

  	
  4.444

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other receivables, prepayments and accrued
  income

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Prepaid
  postage

  	
   

  	
  670

  	
   

  	
  670

  	
   

  
	
  Other

  	
   

  	
  481

  	
   

  	
  481

  	
   

  
	
   

  	
   

  	
  1.151

  	
   

  	
  1.151

  	
   

  



 


Cash at bank
and in hand


 


The cash at bank and in hand of
Veronica Uitgeverij B.V. is presented and positioned in accordance with the
agreements between Veronica Holding B.V. and SBS Broadcasting B.V.


 


The activities of Veronica
Uitgeverij B.V. (publication of Veronica Magazine) are fully financed from
prepaid subscription fees. The item, cash at bank and in hand, is calculated as
follows (in thousands of euros):


 


	
  Issued
  share capital of Uitgeverij Veronica B.V.

  	
   

  	
  18

  	
   

  
	
  Prepaid
  subscription fees

  	
   

  	
  18.390

  	
   

  
	
  Less:
  assets financed with these funds:

  	
   

  	
   

  	
   

  
	
  • debtors, stocks and other
  receivables

  	
   

  	
  -5.895

  	
   

  
	
   

  	
   

  	
  12.513

  	
   

  
	
  Add:
  liabilities forming part of working capital:

  	
   

  	
   

  	
   

  
	
  • creditors and other current
  liabilities

  	
   

  	
  4.711

  	
   

  
	
  Cash
  at bank and in hand at 30 June 2003

  	
   

  	
  17.224

  	
   

  
	
  Movement
  in July-August 2003 (see page 5)

  	
   

  	
  -5.900

  	
   

  
	
  Cash
  at bank and in hand at 31 August 2003

  	
   

  	
  11.324

  	
   

  



 

















 


SHAREHOLDER’S
EQUITY AND LIABILITIES


 


Shareholder’s
equity


 


	
   

  	
   

  	
  Forecast at

  31 August

  2003

  	
   

  	
  30 June 2003

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Issued share capital

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Issued
  and fully paid-up capital of Uitgeverij B.V. after contribution (pro forma),
  40,002 ordinary shares of € 0.45 nominal value each

  	
   

  	
  18

  	
   

  	
  18

  	
   

  



 


Provisions


 


Other
provisions


 


	
  Commutation
  of pre-early retirement commitments

  	
   

  	
  533

  	
   

  	
  533

  	
   

  
	
  Commutation
  of annuity payments

  	
   

  	
  127

  	
   

  	
  127

  	
   

  
	
  KPN

  	
   

  	
  290

  	
   

  	
  290

  	
   

  
	
   

  	
   

  	
  950

  	
   

  	
  950

  	
   

  



 


The provisions relate to the
commitments assumed by Veronica Uitgeverij B.V. from Veronica Holding B.V. in
accordance with the agreements made with SBS Broadcasting B.V. The provisions
relate directly to the publishing activities and concern, among other things,
several legal proceedings. A provision has also been formed for staff
redundancy costs.


 

















 


Current
liabilities


 


Prepaid
subscription fees


 


This item relates to
subscription fees paid at 30 June 2003 which for accounting purposes
should be allocated to the period after 30 June 2003. The balance at 30
June 2003 is based on the subscription records. Amounts owed by
subscribers are deducted from this balance.


 


Taxes and
social security contributions


 


	
  Payroll
  tax and social security contributions

  	
   

  	
  112

  	
   

  	
  112

  	
   

  
	
  VAT

  	
   

  	
  -480

  	
   

  	
  -480

  	
   

  
	
  Pension
  charges

  	
   

  	
  -280

  	
   

  	
  -280

  	
   

  
	
   

  	
   

  	
  -648

  	
   

  	
  -648

  	
   

  



 


Other
liabilities, accruals and deferred income


 


	
  Holiday
  pay and holiday entitlements

  	
   

  	
  140

  	
   

  	
  140

  	
   

  
	
  Other
  accruals and deferred income

  	
   

  	
  983

  	
   

  	
  983

  	
   

  
	
   

  	
   

  	
  1.123

  	
   

  	
  1.123

  	
   

  



 

















 


VERONICA
BLAD C.V.


 


Hilversum


 


Balance
sheet at 30 June 2003 and 


forecast
financial position at


31
August 2003


 

















 


CONTENTS


 


	
  General

  	
   

  	
   

  
	
  Basis of preparation of the balance sheet at 30 June 2003

  	
   

  	
   

  
	
  Basis of preparation of balance sheet movements and forecast profit for July and August 2003

  	
   

  	
   

  
	
  Balance sheet

  	
   

  	
   

  
	
  Forecast profit and loss account for July and August 2003

  	
   

  	
   

  
	
  Notes to the balance sheet

  	
   

  	
   

  



 


UNAUDITED


 

















 


GENERAL


 


The interim balance sheet at 30
June 2003 and the forecast balance sheet at 31 August 2003 of
Veronica Blad C.V. have been prepared for the purpose of the contribution of
Veronica Blad C.V. to Veronica Uitgeverij B.V. and the subsequent contribution
of Veronica Uitgeverij B.V. to SBS Broadcasting B.V.


 


The balance sheet at 30
June 2003 has been derived from the accounting records of Veronica Blad
C.V., which formed part of Veronica Holding B.V. until 30 June 2003. On 28
August 2003, the date on which the deed was passed by a civil-law notary,
the assets and liabilities constituting the business activities of the
publisher of Veronica Magazine and Veronica Sattelite were contributed to
Veronica Uitgeverij B.V. in exchange for the issue of two shares of € 0.45
nominal value each.


 


The forecast balance sheet at 31
August 2003 has been derived from the internal budgets of Veronica for
July and August 2003.


 


The financial information
contained in this report is unaudited.


 

















 


BASIS OF PREPARATION
OF THE BALANCE SHEET AT 30 JUNE 2003


 


General


 


Basis of
preparation


 


The balance sheet has been
prepared in accordance with accounting principles generally accepted in the
Netherlands (Dutch GAAP) and in accordance with the historical cost convention.
Departures, if any, from historical cost rules are mentioned separately.


 


Accounting
policies


 


Intangible
fixed assets


 


The purpose of the revaluation
for accounting purposes is to reflect the value of the company in the balance
sheet. This item is included as a memorandum item, as agreed by the parties
concerned.


 


Tangible fixed
assets


 


Tangible fixed assets are
carried at cost, less straight-line depreciation based on the expected useful
economic lives of the assets. Any permanent impairment in the value of the
assets is taken into account in their value. Assets purchased during the year
are depreciated from the date of purchase.


 


Financial fixed
assets


 


Financial fixed assets are
stated net of a provision for doubtful debts where necessary.


 


Stocks


 


Stocks of premiums are valued at
the lower of cost and market value.


 


Receivables


 


Receivables are stated net of a
provision for doubtful debts where necessary.


 


Provisions


 


Provisions are stated at their
non-discounted value. The provision for deferred taxation is calculated using
the standard tax rate.


 


2

















 


BASIS OF PREPARATION OF
BALANCE SHEET MOVEMENTS AND FORECAST PROFIT FOR JULY AND AUGUST 2003


 


The forecast profit of Veronica
Blad C.V. for the period July to August 2003 is based on the standard
monthly reports used within the Veronica group. Under the accounting policies
applied in these reports, which are based on Dutch accounting principles,
income and expenses are allocated to the period to which they relate.


 


The forecast balance sheet at 31
August 2003 assumes that the total balance of working capital at
that date is unchanged compared with the balance at 30 June 2003. The separate
balance sheet positions making up working capital at 31 August 2003 may
therefore differ from the positions presented in the forecast balance sheet.


 


The forecast profit for
July and August 2003, amounting to a total of € 1,875 million, was
distributed to Veronica Holding B.V. on 31 August 2003. This amount has
been deducted from the balance of cash at bank and in hand in the forecast
balance sheet at 31 August 2003.


 


The impact of the forecast
profit for the period July to August 2003 on the balance of cash at
bank and in hand can be shown as follows (in
thousands of euros):


 


	
  Forecast
  profit for July and August 2003

  	
   

  	
   

  	
   

  	
  1.875

  	
   

  
	
  Less:
  movement in prepaid subscription fees included in this amount

  	
   

  	
  -5.900

  	
   

  	
   

  	
   

  
	
  Less:
  profit distributed to Veronica Holding B.V.

  	
   

  	
  -1.875

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  -7.775

  	
   

  
	
  Lower
  balance of cash at bank and in hand at 31 August 2003 compared with
  30 June 2003

  	
   

  	
   

  	
   

  	
  -5.900

  	
   

  



 


For more information, please
refer to the accounting policies described below.


 


Accounting
policies


 


General


 


The profit has been determined
in accordance with accounting principles generally accepted in the Netherlands
(Dutch GAAP). The profit represents the difference between net turnover and all
related expenses that can be allocated to the period under review. Expenses are
determined in accordance with the accounting policies for assets and
liabilities stated above. Profits are recognised in the period in which the
turnover is realised. Losses are recognised in the period in which they are foreseen.


 


Financial
income and expenses


 


Financial income and expenses
relate to interest received (receivable) from and paid (payable) to third
parties and group companies.


 


3

















 


Taxation


 


Corporate income tax is not
taken into account.


 


4

















 


BALANCE SHEET


(in thousands of euros)


 


ASSETS


 


	
   

  	
   

  	
  Forecast at

  31 August,

  2003

  	
   

  	
  30 June,

  2003

  	
   

  	
  1 January,

  2003

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fixed assets

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Intangible fixed assets

  	
   

  	
  PM

  	
   

  	
  PM

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tangible fixed assets

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Buildings

  	
   

  	
  67

  	
   

  	
  67

  	
   

  	
  —

  	
   

  
	
  Other
  fixed operating assets

  	
   

  	
  1.721

  	
   

  	
  1.826

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
  1.788

  	
   

  	
  1.893

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Financial fixed assets

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other
  securities

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current assets

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Stocks

  	
   

  	
  300

  	
   

  	
  300

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Receivables

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Debtors

  	
   

  	
  4.444

  	
   

  	
  4.444

  	
   

  	
  —

  	
   

  
	
  Other
  receivables, prepayments and accrued income

  	
   

  	
  1.151

  	
   

  	
  1.151

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
  5.595

  	
   

  	
  5.595

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cash at bank and in hand

  	
   

  	
  11.324

  	
   

  	
  17.224

  	
   

  	
  18

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  assets

  	
   

  	
  19.007

  	
   

  	
  25.012

  	
   

  	
  18

  	
   

  



 


5

















 


SHAREHOLDER’S
EQUITY AND LIABILITIES


 


	
   

  	
   

  	
  Forecast at

  31 August,

  2003

  	
   

  	
  30 June,

  2003

  	
   

  	
  1 January,

  2003

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Shareholder’s equity

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Share
  capital

  	
   

  	
  18

  	
   

  	
  18

  	
   

  	
  18

  	
   

  
	
  Other
  reserves

  	
   

  	
  838

  	
   

  	
  943

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
  856

  	
   

  	
  961

  	
   

  	
  18

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Provisions

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other
  provisions

  	
   

  	
  950

  	
   

  	
  950

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current liabilities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trade
  creditors

  	
   

  	
  4.236

  	
   

  	
  4.236

  	
   

  	
  —

  	
   

  
	
  Prepaid
  subscription fees

  	
   

  	
  12.490

  	
   

  	
  18.390

  	
   

  	
  —

  	
   

  
	
  Taxes
  and social security contributions

  	
   

  	
  -648

  	
   

  	
  -648

  	
   

  	
  —

  	
   

  
	
  Other
  liabilities, accruals and deferred income

  	
   

  	
  1.123

  	
   

  	
  1.123

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
  17.201

  	
   

  	
  23.101

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  shareholder’s equity and liabilities

  	
   

  	
  19.007

  	
   

  	
  25.012

  	
   

  	
  18

  	
   

  



 


6

















 


FORECAST PROFIT AND
LOSS ACCOUNT FOR JULY AND AUGUST 2003


(in thousands of euros)


 


	
   

  	
   

  	
  July and August

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net
  turnover

  	
   

  	
  8.906

  	
   

  	
   

  	
   

  
	
  Direct
  costs

  	
   

  	
  8.542

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  3.064

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gross profit

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Staff
  costs

  	
   

  	
  1.064

  	
   

  	
   

  	
   

  
	
  Depreciation

  	
   

  	
  205

  	
   

  	
   

  	
   

  
	
  Other
  operating expenses

  	
   

  	
  27

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Operating expenses

  	
   

  	
   

  	
   

  	
  1.296

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Operating profit

  	
   

  	
   

  	
   

  	
  1.768

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Financial
  income and expenses

  	
   

  	
   

  	
   

  	
  107

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Profit on ordinary activities before
  taxation

  	
   

  	
   

  	
   

  	
  1.875

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Corporate
  income tax

  	
   

  	
   

  	
   

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net profit

  	
   

  	
   

  	
   

  	
  1.875

  	
   

  



 


7

















 


	
  VERONICA
  UITGEVERIJ B.V., HILVERSUM

  	
   

  	
  ANNEXE

  



 


NOTES TO THE BALANCE
SHEET AT 30 JUNE 2003


(in thousands of euros)


 


ASSETS


 


Intangible
fixed assets


 


This item relates to Veronica
Magazine, which forms part of the activities of Veronica Blad C.V. Veronica
Holding B.V. and SBS Broadcasting B.V. reached an agreement on the contribution
of the activities of Veronica Magazine to Veronica Uitgeverij B.V. at the end
of August 2003, after which the shares of Veronica Uitgeverij B.V. would
be contributed to SBS Broadcasting B.V. in exchange for shares. The net value
of the contribution to SBS Broadcasting B.V. is € 54.6 million.


 


The value of Veronica Magazine
is not recognised in this balance sheet.


 


 


Tangible fixed
assets


 


The additions to tangible fixed
assets are based on capital expenditure already planned and capital
commitments. Depreciation is forecast on the basis of current depreciation
rates and methods, taking additions into account.


 


The forecast movements are as
follows:


 


	
   

  	
   

  	
  Buildings

  	
   

  	
  Other fixed

  operating

  assets

  	
   

  	
  Total

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net book value at 30 June 2003

  	
   

  	
  67

  	
   

  	
  1.826

  	
   

  	
  1.893

  	
   

  
	
  Forecast
  additions

  	
   

  	
  —

  	
   

  	
  100

  	
   

  	
  100

  	
   

  
	
  Forecast
  depreciation

  	
   

  	
  —

  	
   

  	
  -205

  	
   

  	
  -205

  	
   

  
	
  Forecast
  net book value at 31 August 2003

  	
   

  	
  67

  	
   

  	
  1.721

  	
   

  	
  1.788

  	
   

  



 


Financial fixed
assets


 


This item relates to depositary
receipts for shares in Amsterdam Arena. Parties have agreed to value this item
at nil.


 


8

















 


Current assets


 


	
   

  	
   

  	
  Forecast at

  31 August

  2003(1)

  	
   

  	
  30 June 2003

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Stocks

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Stock
  of premiums

  	
   

  	
  300

  	
   

  	
  300

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Debtors

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Debtors

  	
   

  	
  4.521

  	
   

  	
  4.522

  	
   

  
	
  Provision
  for doubtful debts

  	
   

  	
  -78

  	
   

  	
  -78

  	
   

  
	
   

  	
   

  	
  4.444

  	
   

  	
  4.443

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other receivables, prepayments and accrued
  income

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Prepaid
  postage

  	
   

  	
  670

  	
   

  	
  670

  	
   

  
	
  Other

  	
   

  	
  481

  	
   

  	
  481

  	
   

  
	
   

  	
   

  	
  1.151

  	
   

  	
  1.151

  	
   

  



 


Cash at bank
and in hand


 


The cash at bank and in hand of Veronica
Blad C.V. is presented and positioned in accordance with the agreements between
Veronica Holding B.V. and SBS Broadcasting B.V.


 


The activities of Veronica
Uitgeverij B.V. (publication of Veronica Magazine) are fully financed from
prepaid subscription fees. The item, cash at bank and in hand, is calculated as
follows (in thousands of euros):


 


	
  Issued
  share capital of Uitgeverij Veronica B.V.

  	
   

  	
  18

  	
   

  
	
  Prepaid
  subscription fees

  	
   

  	
  18.390

  	
   

  
	
  Less:
  assets financed with these funds:

  	
   

  	
   

  	
   

  
	
  -
  debtors, stocks and other receivables

  	
   

  	
  -5.895

  	
   

  
	
   

  	
   

  	
  12.513

  	
   

  
	
  Add:
  liabilities forming part of working capital:

  	
   

  	
   

  	
   

  
	
  -
  creditors and other current liabilities

  	
   

  	
  4.711

  	
   

  
	
  Cash
  at bank and in hand at 30 June 2003

  	
   

  	
  17.244

  	
   

  
	
  Movement
  in July-August 2003 (see page 5)

  	
   

  	
  -5.900

  	
   

  
	
  Cash
  at bank and in hand at 31 August 2003

  	
   

  	
  11.324

  	
   

  



 












(1)                                  For more information on the forecast
figures at 31 August 2003, please refer to the notes on the basis of
preparation of balance sheet movements at forecast profit for July and
August 2003.


 


9

















 


SHAREHOLDER’S
EQUITY AND LIABILITIES


 


Shareholder’s
equity


 


Issued share
capital


 


	
  Issued
  and fully paid-up capital of Uitgeverij B.V. after contribution (pro forma),
  40,002 ordinary shares of € 0.45 nominal value each

  	
   

  	
  18

  	
   

  	
  18

  	
   

  



 


Provisions


 


Other
provisions


 


	
  Commutation
  of pre-early retirement commitments

  	
   

  	
  533

  	
   

  	
  533

  	
   

  
	
  Commutation
  of annuity payments

  	
   

  	
  127

  	
   

  	
  127

  	
   

  
	
  KPN

  	
   

  	
  290

  	
   

  	
  290

  	
   

  
	
   

  	
   

  	
  950

  	
   

  	
  950

  	
   

  



 


The provisions relate to the
commitments assumed by Veronica Uitgeverij B.V. from Veronica Holding B.V. in
accordance with the agreements made with SBS Broadcasting B.V. The provisions
relate directly to the publishing activities and concern, among other things,
several legal proceedings. A provision has also been formed for staff
redundancy costs.


 


10

















 


Current
liabilities


 


Prepaid
subscription fees


 


This item relates to
subscription fees paid at 30 June 2003 which for accounting purposes
should be allocated to the period after 30 June 2003. The balance at 30
June 2003 is based on the subscription records of Veronica Blad C.V.
Amounts owed by subscribers are deducted from this balance.


 


Taxes and
social security contributions


 


	
  Payroll
  tax and social security contributions

  	
   

  	
  112

  	
   

  	
  112

  	
   

  
	
  VAT

  	
   

  	
  -480

  	
   

  	
  -480

  	
   

  
	
  Pension
  charges

  	
   

  	
  -280

  	
   

  	
  -280

  	
   

  
	
   

  	
   

  	
  -648

  	
   

  	
  -648

  	
   

  



 


 


Other
liabilities, accruals and deferred income


 


	
  Holiday
  pay and holiday entitlements

  	
   

  	
  140

  	
   

  	
  140

  	
   

  
	
  Other
  accruals and deferred income

  	
   

  	
  983

  	
   

  	
  983

  	
   

  
	
   

  	
   

  	
  1.123

  	
   

  	
  1.123

  	
   

  



 


11

















Schedule 11


[On BDO
letterhead]


 


 


AUDITORS’
REPORT


 


 


Introduction


 


We have audited the financial
statements of Veronica Uitgeverij B.V., Hilversum, for the year 2002. These
financial statements are the responsibility of the company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audit.


 


Scope


 


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


 


Opinion


 


In our opinion, the financial
statements give a true and fair view of the financial position of the company
as at 31 December 2002 and of the result for the year then ended in
accordance with accounting principles generally accepted in the Netherlands and
comply with the financial reporting requirements included in Part 9 of Book 2
of the Netherlands Civil Code.


 


 


Utrecht, 29 August 2003


 


 


BDO Accountants


 


	
  /s/ H. Kroeze

  	
   

  
	
   

  
	
  H. Kroeze

  



 

















 


2002 FINANCIAL STATEMENTS


VERONICA UITGEVERIJ B.V., HILVERSUM


 


 


CONTENTS


 


	
  Financial
  statements

  	
   

  	
   

  
	
  • Balance sheet at 31
  December 2002

  	
   

  	
   

  
	
  • Profit and loss account
  for 2002

  	
   

  	
   

  
	
  • Notes to the financial
  statements

  	
   

  	
   

  
	
  • Notes to the balance
  sheet at 31 December 2002

  	
   

  	
   

  
	
  • Notes to the profit and loss account for 2002

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Other
  information

  	
   

  	
   

  
	
  • Auditors’ report

  	
   

  	
   

  
	
  • Provisions of the Articles of Association
  governing profit appropriation

  	
   

  	
   

  
	
  • Appropriation of profit

  	
   

  	
   

  



 


2

















 


[This and all
subsequent pages stamped and initialled by BDO Accountants & Adviseurs for
identification purposes - 29 August 2003.


 


This and all
subsequent pages marked ‘DRAFT’]


 


BALANCE SHEET AT 31 DECEMBER 2002


(after appropriation of profit)


 


(in thousands of euros)


 


	
   

  	
   

  	
  31 December,

  2002

  	
   

  	
  31 December,

  2001

  	
   

  	
  Note

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fixed assets

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tangible
  fixed assets

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
   

  	
   

  
	
  Financial
  fixed assets

  	
   

  	
  —

  	
   

  	
  29

  	
   

  	
  1

  	
   

  
	
   

  	
   

  	
  —

  	
   

  	
  29

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current assets

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Receivables,
  prepayments and accrued income

  	
   

  	
  116

  	
   

  	
  131

  	
   

  	
  2

  	
   

  
	
  Cash
  at bank and in hand

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  116

  	
   

  	
  131

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current liabilities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current
  liabilities, accruals and deferred income

  	
   

  	
  -122

  	
   

  	
  -131

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Working
  capital

  	
   

  	
  -6

  	
   

  	
  -7

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Capital
  to be financed

  	
   

  	
  -6

  	
   

  	
  22

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Provisions

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Shareholders’ equity

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Paid-up
  and called-up share capital

  	
   

  	
  18

  	
   

  	
  18

  	
   

  	
  4

  	
   

  
	
  General
  reserve

  	
   

  	
  -24

  	
   

  	
  4

  	
   

  	
  5

  	
   

  
	
   

  	
   

  	
  -6

  	
   

  	
  22

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Capital
  available

  	
   

  	
  -6

  	
   

  	
  22

  	
   

  	
   

  	
   

  



 


3

















 


PROFIT AND LOSS ACCOUNT FOR 2002


 


(in thousands of euros)


 


	
   

  	
   

  	
  31 December,

  2002

  	
   

  	
  31 December,

  2001

  	
   

  	
  Note

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Operating income

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Costs
  of work contracted out and other

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
   

  	
   

  
	
  external
  charges

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
   

  	
   

  
	
  Staff
  costs

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
   

  	
   

  
	
  Depreciation

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
   

  	
   

  
	
  Other
  operating expenses

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
   

  	
   

  
	
  Total
  operating expenses

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Operating profit

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Financial
  income and expenses

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  5

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Profit on ordinary activities before
  taxation

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Taxation

  	
   

  	
  —

  	
   

  	
  -1

  	
   

  	
   

  	
   

  
	
  Profit/(loss)
  of participating interests

  	
   

  	
  44

  	
   

  	
  -1

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net profit/(loss)

  	
   

  	
  44

  	
   

  	
  -2

  	
   

  	
   

  	
   

  



 


4

















 


NOTES TO THE FINANCIAL STATEMENTS


 


General


 


Restructuring


 


In 2002, the Veronica group
decided to restructure the group. As a result of this restructuring, the
operating activities carried out directly by Vereniging Veronica are now
performed by Veronica Holding B.V. The restructuring was subject to the tax
facilities for business mergers.


 


On 15 December 2002,
Vereniging Veronica and Veronica Holding B.V. concluded an agreement, which was
passed by a civil-law notary, on the intention to carry out a legal
restructuring. The legal implementation of this restructuring took place on 30
May 2003, with retroactive effect for accounting purposes to 15
December 2002.


 


General


 


Up to 15 December 2002,
Veronica Uitgeverij B.V. was managing partner of Veronica Blad C.V.


 


Veronica Uitgeverij B.V. forms
part of an economic unit (group). The ultimate parent company of this group
until 15 December 2002 was Vereniging Veronica. Since 15
December 2002, Veronica Holding B.V., Hilversum, has been head of the
group.


 


In anticipation of the passing
of the agreement by a civil-law notary, which will take place in the near
future, all assets and liabilities and the activities of Veronica Blad C.V.
following the restructuring of Veronica were transferred to this company on 15
December 2002.


 


Accounting
policies


 


General


 


These financial statements have
been prepared in accordance with the historical cost convention. Departures, if
any, from historical cost rules are mentioned separately.


 


Financial fixed
assets


 


In principle, participating
interests are carried at net asset value.


 


Receivables


 


Receivables are stated net of a
provision for doubtful debts where necessary.


 


Corporate
income tax


 


The company forms part of a
fiscal unit together with several group companies. Corporate income tax in
these financial statements is calculated as if the company were an autonomous
taxpayer. Corporate income tax is calculated taking into account tax facilities
and any partly or non-deductible expenses. Corporate income tax payable on the
profit is included in the balance sheet under the current account with Veronica
Holding B.V.


 


5

















 


Other income
and expenses


 


In principle, other income and
expenses are accounted for in the period to which they relate.


 


6

















 


NOTES TO THE BALANCE SHEET AT 31 DECEMBER 2002


(in thousands of euros)


 


1. Financial
fixed assets


 


	
   

  	
   

  	
  31-12-2002

  	
   

  	
  31-12-2001

  	
   

  
	
  Participating
  interest in Veronica Blad C.V.

  	
   

  	
  —

  	
   

  	
  20

  	
   

  
	
  Participating
  interest in Fun & Active Beheer B.V.

  	
   

  	
  —

  	
   

  	
  9

  	
   

  
	
  Receivables
  from participating interests

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
  —

  	
   

  	
  29

  	
   

  



 


Participating interest in
Veronica Blad C.V.


 


	
   

  	
   

  	
  2002

  	
   

  	
  2001

  	
   

  
	
  Net
  asset value at 1 January

  	
   

  	
  19

  	
   

  	
  16

  	
   

  
	
  Net
  profit/(loss)

  	
   

  	
  3

  	
   

  	
  3

  	
   

  
	
  Capital
  adjustment as a result of restructuring

  	
   

  	
  -22

  	
   

  	
  —

  	
   

  
	
  Net
  asset value at 31 December

  	
   

  	
  —

  	
   

  	
  19

  	
   

  



 


Participating interest in Fun
& Active Beheer B.V.


 


	
   

  	
   

  	
  2002

  	
   

  	
  2001

  	
   

  
	
  Net
  asset value at 1 January

  	
   

  	
  9

  	
   

  	
  10

  	
   

  
	
  Net
  profit/(loss)

  	
   

  	
  41

  	
   

  	
  -1

  	
   

  
	
  Capital
  adjustment as a result of restructuring

  	
   

  	
  -50

  	
   

  	
  —

  	
   

  
	
  Net
  asset value at 31 December

  	
   

  	
  —

  	
   

  	
  9

  	
   

  



 


Participating interest in Race
Report Uitgeverij B.V.


 


Veronica Uitgeverij B.V. has a
20% shareholding in Race Report Uitgeverij B.V. In view of the current
financial position of Race Report Uitgeverij B.V., Veronica Uitgeverij B.V.’s
share in the capital paid in on incorporation (€ 3,630) has been written off.


 


Receivables from participating
interests


 


Veronica Uitgeverij B.V. granted
a loan of € 177,882 to Race Report Uitgeverij B.V. to finance the start-up of
the activities. The loan bears interest at a rate of 6% and will be repaid by
mutual agreement of the parties concerned. This loan to Race Report Uitgeverij
B.V. has also been written off.


 


7

















 


2. Receivables,
prepayments and accrued income


 


	
   

  	
   

  	
  31-12-2002

  	
   

  	
  31-12-2001

  	
   

  
	
  Current
  accounts with group companies

  	
   

  	
  112

  	
   

  	
  131

  	
   

  
	
  Other
  receivables, prepayments and accrued income

  	
   

  	
  4

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
  116

  	
   

  	
  131

  	
   

  



Current accounts with group
companies 


 


	
   

  	
   

  	
  31-12-2002

  	
   

  	
  31-12-2001

  	
   

  
	
  Veronica Holding B.V.

  	
   

  	
  104

  	
   

  	
  —

  	
   

  
	
  Veronica Blad C.V.

  	
   

  	
  —

  	
   

  	
  123

  	
   

  
	
  Veronica
  Blad B.V.

  	
   

  	
  8

  	
   

  	
  8

  	
   

  
	
   

  	
   

  	
  112

  	
   

  	
  131

  	
   

  



 


The current accounts bear
interest at 3%.


 


3. Current
liabilities, accruals and deferred income


 


	
   

  	
   

  	
  31-12-2002

  	
   

  	
  31-12-2001

  	
   

  
	
  Current
  accounts with group companies

  	
   

  	
  111

  	
   

  	
  128

  	
   

  
	
  Taxes
  and social security contributions

  	
   

  	
  1

  	
   

  	
  2

  	
   

  
	
  Other
  liabilities, accruals and deferred income

  	
   

  	
  10

  	
   

  	
  7

  	
   

  
	
   

  	
   

  	
  122

  	
   

  	
  137

  	
   

  



 


Current accounts with group
companies 


 


	
   

  	
   

  	
  31-12-2002

  	
   

  	
  31-12-2001

  	
   

  
	
  Veronica Litho B.V.

  	
   

  	
  —

  	
   

  	
  128

  	
   

  
	
  Vereniging Veronica

  	
   

  	
  111

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
  111

  	
   

  	
  127

  	
   

  



 


The current accounts bear
interest at 3%.


 


8

















 


Shareholders’
equity


 


4. Paid-up and
called-up share capital


 


The share capital consists of
40,000 ordinary shares of € 0.45 nominal value each, all of which have been
issued and fully paid up.


 


In accordance with
Section 178c of Part 5 of Book 2 of the Netherlands Civil Code, the share
capital has been translated from Dutch guilders into euros and rounded off.


 


5. General
reserve


 


	
   

  	
   

  	
  2002

  	
   

  	
  2001

  	
   

  
	
  Balance
  at 1 January

  	
   

  	
  4

  	
   

  	
  6

  	
   

  
	
  Net
  profit/(loss) for the year

  	
   

  	
  44

  	
   

  	
  -2

  	
   

  
	
  Capital
  adjustment as a result of restructuring

  	
   

  	
  -72

  	
   

  	
  —

  	
   

  
	
  Balance at 31 December

  	
   

  	
  -24

  	
   

  	
  4

  	
   

  



 


9

















 


NOTES TO THE PROFIT AND LOSS
ACCOUNT FOR 2002


(in thousands of euros)


 


6. Financial
income and expenses


 


	
   

  	
   

  	
  2002

  	
   

  	
  2001

  	
   

  
	
  Interest
  income

  	
   

  	
  6.975

  	
   

  	
  -6.416

  	
   

  
	
  Interest
  expense and bank charges

  	
   

  	
  -6.536

  	
   

  	
  -6.014

  	
   

  
	
   

  	
   

  	
  439

  	
   

  	
  404

  	
   

  



 


Workforce


 


The company has no employees.


 


10

















Schedule 12


 


	
  ABN AMRO

  	
   

  	
  Telefax
  message

  



 


 


Branch


Working Capital Client Service
Amsterdam


Client Service Team 7


PAC BS2240-7


P.O. Box 283


1000 EA Amsterdam


 


	
  To

  	
   

  	
  Date

  
	
  Allen & Overy

  	
   

  	
  01-09-03

  
	
   

  	
   

  	
   

  
	
  For the attention of

  	
   

  	
  Total number of pages

  
	
  Ms A. Sprenger

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  Department

  	
   

  	
  Sender

  
	
   

  	
   

  	
  F. Spinhoven

  
	
   

  	
   

  	
   

  
	
  Telefax

  	
   

  	
  Department

  
	
  +31 20 6741050

  	
   

  	
  Client Service Team 7

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone

  
	
   

  	
   

  	
  +31 20 6295 398

  
	
   

  	
   

  	
   

  
	
  Remarks

  	
   

  	
  Telefax

  
	
   

  	
   

  	
  +31 20 6299 037

  



 


Dear Ms Sprenger,


 


With this letter I confirm that
the accounts of the Veronica entities, being parties to the agreement for
interest and balance offset of 5 February 2003, no longer show a negative
balance. This means that the condition as referred to in our letter of today’s
date has been met.


 


	
  Yours sincerely,

  
	
  ABN AMRO Bank N.V.

  
	
  F. Spinhoven

  
	
   

  
	
  /s/
  F. Spinhoven

  	
   

  



 

















 


Branch


Working Capital Client Service
Amsterdam


Client Service Team 7


PAC BS2240-7


P.O. Box 283


1000 EA Amsterdam


 


	
  To

  	
   

  	
  Date

  
	
  Allen & Overy

  	
   

  	
  01-09-03

  
	
   

  	
   

  	
   

  
	
  For the attention of

  	
   

  	
  Total number of pages

  
	
  Ms A. Sprenger

  	
   

  	
  2

  
	
   

  	
   

  	
   

  
	
  Department

  	
   

  	
  Sender

  
	
   

  	
   

  	
  F. Spinhoven

  
	
   

  	
   

  	
   

  
	
  Telefax

  	
   

  	
  Department

  
	
  +31 20 6741050

  	
   

  	
  Client Service Team 7

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone

  
	
   

  	
   

  	
  +31 20 6295 398

  
	
   

  	
   

  	
   

  
	
  Remarks

  	
   

  	
  Telefax

  
	
   

  	
   

  	
  +31 20 6299 037

  



 


Dear Ms Sprenger,


 


At the request of Jaap de Boer
of Veronica Holding, I hereby send you the confirmation that the pledging with
regard to the balance offset has been terminated effective today.


 


	
  Yours sincerely,

  
	
  ABN AMRO ank N.V.

  
	
  F. Spinhoven

  
	
   

  
	
   

  
	
  /s/
  F. Spinhoven

  	
   

  



 

















 


ABN AMRO


 


CONFIDENTIAL


Veronica Holding B.V.


Attn.: Mr P. Kuipers


P.O. Box
2255              /
Olympia 2a


1202 CM
HILVERSUM         / 1202 CA
HILVERSUM


 


Department


Cash Pool/BS2140


 


	
  Reference

  	
   

  	
  Telephone

  	
   

  	
  Date

  	
   

  
	
  Ms E.
  Wessels

  	
   

  	
  +31 20 383
  2048

  	
   

  	
  1
  September 2003

  	
   

  



 


Re: Termination of the interest and balance
offset scheme as agreed in the agreement of 5 February 2003


 


Dear Mr Kuipers,


 


We herewith confirm that,
effective today, the aforementioned balance and interest offset scheme will be
terminated.


 


We will relinquish the vested
pledge arising from the aforementioned agreement as soon as and to the extent
that the accounts within the aforementioned agreement no longer show a negative
balance.


 


We hope you find this
information sufficient.


 


	
  Yours sincerely,

  	
   

  
	
  ABN AMRO Bank N.V.

  	
   

  
	
  [signature]

  	
  [signature]

  
	
  /s/ T. Harmsen

  	
   

  	
  /s/ F. Spinhoven

  	
   

  
					



 

















 


 


SCHEDULE 13


 


WARRANTIES


 


1.                                      GENERAL


 


1.1                               Capacity and consequences of sale


 


(a)                                  Veronica has the requisite capacity, power and authority to enter
into and to perform its obligations under this agreement.


 


(b)                                 This agreement and all other documents to be entered into by
Veronica in connection with this agreement will, when executed, constitute
binding obligations on Veronica in accordance with their respective terms.


 


(c)                                  The signature of and the compliance with the terms of this agreement
do not and will not:


 


(i)                                     conflict with or constitute a default under any provision of:


 


(A)                              any agreement or instrument to which Veronica or any member of
Veronica’s Group or the Company is a party;


 


(B)                                the constitutional and corporate documents of the Company or
Veronica or any member of Veronica’s Group;


 


(C)                                any lien, order, judgment, decree or regulation or any other
restriction of any kind by which Veronica or any member of Veronica’s Group or
the Company is bound; or


 


(ii)                                  relieve any other party to an agreement with the Company of its
obligations or enable that party to vary or terminate its rights or obligations
under that agreement;


 


(iii)                               result in the creation or imposition of any Encumbrance on any of the
property or assets of the Company or the repayment of any indebtedness of the
Company.


 


1.2                               Constitutional and corporate documents


 


(a)                                  The Company has been duly incorporated and is validly existing under
the laws of the Netherlands, properly formed and its articles of association
are in accordance with all applicable laws and regulations.


 


(b)                                 The information set forth in the excerpt of the Chamber of Commerce
relating to the Company is true and accurate in all respects as of the date
hereof.


 


(c)                                  All statutory books and shareholders registers of the Company has
been properly kept and no notice or allegation that any of them is incorrect or
should be rectified has been received.


 


(d)                                 All returns and particulars, resolutions and other documents which
the Company is required by law to file with or deliver to any relevant
authority has been correctly made up, duly filed and/or delivered.


 


34

















 


1.3                               Ownership of the Shares


 


(a)                                  Veronica is the sole owner of the Shares and has full power, right
and authority to transfer the Shares to SBS.


 


(b)                                 The Shares constitute the whole of the issued share capital of the
Company. The Shares have been validly issued and are fully paid up. The paid up
capital of the Company has not been repaid.


 


(c)                                  No person is entitled or has claimed to be entitled to require the
Company to issue or transfer any share capital either now or at any future date
and whether contingently or not.


 


(d)                                 There is no Encumbrance on, over or affecting any of the Shares, nor
is there any commitment to give or create any of the foregoing, and no person
has claimed to be entitled to any of the foregoing. There are no outstanding
depositary receipts (certificaten) in relation to the Shares.


 


1.4                               Environmental matters


 


(a)                                  The Company does not require any permit, authorisation, licence
(including statutory licence), consent, permission, exemption or other approval
required under or in relation to any Environmental Law for the performance of
its current businesses.


 


(b)                                 To the knowledge of Veronica the Company will not be responsible
(wholly or in part) for any clean up or other corrective action in relation to
any property it uses nor is it to the knowledge of Veronica subject to any
investigation or inquiry by any regulatory authority at any those properties.


 


(c)                                  To the knowledge of Veronica there are no storage tanks, above or
below ground, on any property the Company owns or uses and to the knowledge of
Veronica there have been no such tanks in the past.


 


1.5                               Insolvency


 


(a)                                  For the purposes of this paragraph, Insolvency Proceedings means
any form of bankruptcy, liquidation, suspension of payments or scheme with
creditors, moratorium, whether in or out of court.


 


(b)                                 The Company nor any part of its assets or undertaking is involved in
or subject to any Insolvency Proceedings.


 


(c)                                  The Company has not stopped or suspended payment of its debts,
become unable to pay its debts or otherwise become insolvent.


 


(d)                                 There are no circumstances directly related to the Company which
require or would enable any Insolvency Proceedings to be commenced in respect
of the Company or any part of its assets or undertaking.


 


(e)                                  There are no transactions that are capable of being set aside,
stayed, reversed, avoided or affected in whole or in part by any Insolvency
Proceedings in relation to the Company or any of its assets or undertaking
whether as transactions at undervalue, in fraud of or against the interests of
creditors, preferences or Pauliana actions or similar concepts or legal
principles.


 


35

















 


2.                                      ACCOUNTS AND FINANCIAL


 


2.1                               Accounts and debtors


 


(a)                                  The Accounts:


 


(i)                                     have been prepared in accordance with generally accepted accounting
principles and practices in the Netherlands and the applicable law and
regulations;


 


(ii)                                  correctly state the assets and liabilities of the Company and give a
true and fair view (“getrouw beeld”) of the state of affairs of
the Company as at the Accounts Date and of the profit or loss of the Company
for the period ended on the Accounts Date;


 


(iii)                               contain either provisions adequate to cover, or full particulars in
notes of, all Taxation (including deferred Taxation) and other liabilities
(whether quantified, contingent or otherwise) of the Company as at the Accounts
Date;


 


(iv)                              are not affected by any unusual or non-recurring items; and


 


(v)                                 have been duly filed in accordance with applicable law.


 


(b)                                 The Accounts have been prepared on a basis consistent with the basis
employed in the Company’s accounts for each of the two preceding financial
periods without any change in the accounting policies used.


 


(c)                                  In the Accounts:


 


(i)                                     the income and expenditure have been allocated accurately and
completely to the profit and loss accounts of the Company, which have generated
the income and incurred the expenses;


 


(ii)                                  all prepaid expenses relate to activities that will be performed in
the subsequent fiscal year and should be expensed in that year;


 


(iii)                               all deferred income relating to subscriptions is based on an
accurate and complete straight-line allocation of the subscription fees to the
magazines to which subscribers are entitled based on their subscription.


 


(d)                                 All financial and accounting records of the Company has been
properly maintained and constitute an accurate record of all matters which
ought to appear in them and where required by law have been duly filed. The
Company has complied with all statutory accounting requirements.


 


2.2                               Ownership of assets


 


(a)                                  The Company owned at the Accounts Date all the assets included in
the Accounts.


 


(b)                                 None of the assets, undertaking, goodwill or uncalled capital of the
Company is subject to any Encumbrance or any agreement or commitment to give or
create any Encumbrance, and no person has claimed to be entitled to any of the
foregoing, save as in the ordinary course of business (such as protective
rights for suppliers of the Company).


 


(c)                                  The Company has not been a party to a transaction pursuant to or as
a result of which an asset owned, purportedly owned or otherwise held by the
Company as at the Account Date, is liable 


 


36

















 


to be transferred or
re-transferred to another person or which gives rise to a right of compensation
or payment in favour of another person under the law of any relevant
jurisdiction or country.


 


(d)                                 The assets owned or rightfully used by the Company comprise all the
assets necessary for the continuation of the Business.


 


2.3                               Book debts


 


(a)                                  The debts owing to the Company included in the Accounts have
realised or will realise, in the ordinary course of collection, their nominal
amounts plus any accrued interest less any provisions for bad and doubtful
debts included in the Accounts.


 


(b)                                 All debts owing to the Company at the date of Completion will in the
ordinary course of collection realise their nominal amounts plus any accrued
interest less any provisions for bad and doubtful debts included in the Pro
Forma Completion Balance Sheet.


 


2.4                               Position since 30 June 2003


 


Since 30 June 2003, and taking into
account the Restructuring:


 


(i)                                     the Company has conducted the Business in a normal and proper
manner;


 


(ii)                                  the Company has not entered into any unusual contract or commitment
or otherwise departed from its ordinary course of business;


 


(iii)                               to the knowledge of Veronica there has been no material
deterioration in the turnover, financial or trading position of the Company;


 


(iv)                              no resolution in the general shareholder’s meeting of the Company
has been passed;


 


(v)                                 the Company has paid its creditors within the times agreed with them
and in particular, without limiting the foregoing, no debt owed by the Company
has been outstanding for more than 60 days from the date of invoice, save as
set forth in Annex 2.4(v);


 


(vi)                              no event has occurred which gives rise to Taxation to the Company on
deemed (as opposed to actual) income, profits or gains or which results in the
Company becoming liable to pay or bear a tax liability directly or primarily
chargeable against or attributable to another person;


 


(vii)                           to the knowledge of Veronica, no event has occurred which entitles
any third party (with or without the giving of notice) to call for the
repayment of indebtedness of the Company prior to the normal maturity date;


 


(viii)                        the Company has not made any payment or incurred any liability to
Veronica or any member of Veronica’s Group except in the ordinary course of
business on normal commercial terms; and


 


(ix)                                the Company has not settled any existing litigation in excess in the
aggregate of Euro 75,000.


 


37

















 


2.5                               Indebtedness, loans and bank accounts


 


(a)                                  The Company has no outstanding indebtedness or any money raised
(other than under any bank overdraft facilities described in Annex 2.5(d)
including money raised by promissory note or debt factoring or any liability
(whether present or future) in respect of any guarantee or indemnity.


 


(b)                                 Save as listed in Annex 2.5(d) the Company has not lent any money
which has not been repaid to it nor does it own the benefit of any debt
(whether present of future) other than debts accrued to it in the ordinary
course of its business.


 


(c)                                  The Company is not subject to any arrangement for receipt or
repayment of any grant, subsidy or financial assistance from any government
department or other similar entity.  The
execution and compliance with the terms of this agreement does not and will not
result in any grant, subsidy or financial assistance from any government
department or other similar entity becoming repayable.


 


(d)                                 Annex 2.5(d) contains a complete and accurate list of all the
Company’s bank accounts and the authorised signatories.


 


2.6                               Dividends and distributions


 


(a)                                  All dividends or other distributions of profits or assets declared,
made or paid since the date of incorporation of the Company have been declared,
made and paid in accordance with law and its articles of association.


 


2.7                               Fiscal Book Value


 


(a)                                  The fiscal book value of the goodwill of Veronica Blad CV resulting
from the unwinding of the cooperation of the Veronica Group with the HMG Group
in the year 2000 prior to the contribution of such goodwill into the Company in
the year 2003 was at least Euro 4,600,000.


 


3.                                      COMMERCIAL


 


3.1                               Veronica Magazine and Veronica Satellite


 


(a)                                  The Company has entered into valid and enforceable agreements that
gives it the right to publish the program details (programma gegevens) that are
at the date of this agreement published in Veronica Magazine and Veronica
Satellite or have obtained the right to do so otherwise for the forthcoming
five years, and to the knowledge of Veronica no notice of termination has been
delivered to Veronica or the Company in relation to such agreements, save as
set forth in Annex 3.1(a).


 


(b)                                 The Company owns all Intellectual Property Rights in the databases
of (i) the subscribers to Veronica Magazine and Veronica Satellite and (ii) the
members of the Association.


 


(c)                                  The Company is party to and owns all contractual rights under the
agreements with the subscribers to Veronica Magazine and Satelitte. The
transactions contemplated in this agreement and related agreements (i) shall
not have any effect whatsoever on such contractual relationship between the
Company and the subscribers, (ii) will not in any way conflict with any
agreement of the Company, and (iii) will not have any effect whatsoever on the
rights of the Company or on the rights and obligations of the subscribers under
the agreement between the subscribers and the Company.


 


38

















 


(d)                                 The Company is the sole person entitled to the subscription fee paid
by the subscriber for receipt of Veronica Magazine and Satelitte and the
transactions contemplated in this agreement will not have any effect whatsoever
on the entitlement of the Company to the subscription fee paid by such
subscribers.


 


(e)                                  As at Completion the Company will be the duly registered owner of
the domain names as specified in the schedule headed “Domain Name”.


 


(f)                                    To the knowledge of Veronica:


 


(i)                                     the relationship between the Company and the top five advertisers in
Veronica Magazine has not been and will not be adversely effected due to the
execution of this agreement and proposed transfer of the Shares to SBS,


 


(ii)                                  there are no third parties that intend to end their relationship with
the Company due to the change in ownership of the Company and there are no
change of control provisions in the agreements with third parties.


 


(g)                                 there are no barter agreements other than those listed in Annex
3.1(g)


 


3.2                               Contracts and commitments


 


(a)                                  The Company is not party to any contracts, arrangements, or
obligations, except for employment contracts, which:


 


(i)                                     whether by reason of their nature, term, scope, price or otherwise,
are or are likely to be of material importance to its business, profits or
assets; or


 


(ii)                                  is not in the ordinary course of its business; or


 


(iii)                               is incapable of performance in accordance with its terms within six
months after the date on which it was entered into or undertaken; or


 


(iv)                              is expected to result in a loss to the Company on completion of
performance of more than Euro 10,000; or


 


(v)                                 is of an onerous nature or cannot be fulfilled or performed by the
Company on time and without undue or unusual expenditure of money and effort;
or


 


(vi)                              requires an aggregate consideration payable by the Company in excess
of Euro 75,000.


 


The Company has in all material respect
complied with its obligations under each such contract, arrangement or
obligation and to the knowledge of Veronica, each other party to such contract
or arrangement has complied with its obligations under such contract or
arrangement. Each such contract, arrangement or obligation is in full force and
effect and binding on the parties in accordance with its terms.


 


(b)                                 The Company does not have any obligation or liability (actual or
contingent):


 


(i)                                     under any guarantee or indemnity or letter of credit or comfort
letter (whether or not reflected in the Accounts);


 


39

















 


(ii)                                  under any leasing (other than in relation to buildings and cars),
hiring, hire-purchase, credit sale or conditional sale agreement in respect of
goods with a value of Euro 75,000 or more in each case;


 


(iii)                               which cannot readily be fulfilled or performed by it on time and
without undue or unusual expenditure of money or effort (other than any
obligation of a type and to an extent regularly incurred by it in the ordinary
course of trading); or


 


(iv)                              under any sale and purchase agreement in respect of any sale of
share or a former part of the Business (including representations and
warranties or indemnities given by the Company).


 


(c)                                  No offer, tender or other invitation to enter into an agreement with
the Company which is capable of being converted into an obligation of the
Company by an acceptance or other act of some other person is outstanding,
except in the ordinary course of its business.


 


(d)                                 Veronica has no knowledge of the invalidity of any agreement to
which the Company is a party and the Company has not received written notice of
termination, rescission, invalidation or claim pursuant to any actual or
alleged breach or default of any agreement to which the Company is a party.


 


(e)                                  The Company has observed and performed in all material respects all
the terms and conditions on its part to be observed and performed under its
trading contracts.


 


(f)                                    The Company has not given any guarantee or warranty, or made any
representations in respect of a sale of shares or an undertaking or part of an
undertaking.


 


3.3                               Anti-competitive arrangements


 


(a)                                  The Company is not now, or during the last six years has been,
a party to any agreement, arrangement, concerted practice, business practice or
course of conduct which is in breach with any provision of European or Dutch
competition law.


 


3.4                               Intellectual property rights


 


(a)                                  To the knowledge of Veronica, no activities of the Company infringe
any Intellectual Property Rights of any third party and no claim has been made
against the Company or any such licensee in respect of such infringement, other
than as described in Annex 3.4(a).


 


(b)                                 Annex 3.4(b) contains a copy of the most recent published Veronica
Magazine and Satellite (the Magazines). The Intellectual Property
Rights, including copyright and design rights, which are embodied in the
lay-out and design only (but not in any of the contents) of the Magazines are
fully owned by the Company or used with full consent of the rightful owner, the
conditions to use such Intellectual Property Rights of third parties have been
fully disclosed to SBS.


 


(c)                                  Up until Signing the Company has not received any claims of third
parties with respect to the use of the Intellectual Property Rights, including
all copyright and design rights, which are embodied in the Magazines as
attached in Annex 3.4(b), and including but not limited to the standard columns
(vaste
rubrieken).


 


(d)                                 The Company is not a party to any Intellectual Property Rights
licence agreement, neither as licensor nor as licensee .


 


40

















 


(e)                                  All the Intellectual Property Rights described in subparagraph
3.4(b) are valid and subsisting and no act has been performed or has been
omitted to be performed by the Company or by any third party which shall
jeopardise the validity or substance of any of the Intellectual Property Rights
or such agreements.


 


(f)                                    To the knowledge of Veronica there is no unauthorised use by any
person of any Intellectual Property Rights owned or used by the Company.


 


(g)                                 No name or mark identical or similar to the Intellectual Property
Rights has been registered or is being used by any person in the same or
similar business as the Business in the countries in which the Company has
registered or is using such name or mark.


 


(h)                                 The Company has taken appropriate measures to protect its
Intellectual Property Rights, whether registered or unregistered.


 


3.5                               Machinery and equipment


 


The machinery, equipment and vehicles of the
Company and all vehicles and (office) equipment owned or used by it:


 


(i)                                     performs and,  to the
knowledge of Veronica, will continue to perform, the tasks for which designed;


 


(ii)                                  is not surplus to the requirements of the Company; and


 


(iii)                               complies with all applicable laws and regulations regarding health
and safety protection.


 


3.6                               Insurance


 


(a)                                  Annex 3.6(a) lists all insurance policies of the Company that will
be in force following Completion.


 


(b)                                 There are no outstanding claims under the Company’s insurance
policies or under the umbrella insurance policies of the Veronica Group in as
far as it relates to the Company.


 


3.7                               Computer systems, data and records


 


(a)                                  All the records and systems (including but not limited to computer
systems) and all data and information relating to the administration of the
subscribers of Veronica Magazine and Satellite and relating to the members of
the Association are recorded, stored, maintained or operated or otherwise held
exclusively by the Company and are not wholly or partly dependent on any
facilities or means (including any electronic, mechanical or photographic
process, computerised or otherwise) which are not under the exclusive ownership
and control of the Company.


 


(b)                                 The computer and telecommunication facilities, the software and
databases used by the Company are adequate for operational and business
requirements of the Company and adequate back-up procedures have been
implemented and are currently complied with.


 


(c)                                  The Company has complied with all relevant legal requirements with
respect to data protection, it being understood that the Company has not made
any distinction between the databases of the subscribers to Veronica Magazine
and Veronica Satellite and the database relating to the members of the
Association.


 


41

















 


(d)                                 The Company holds the required licenses from the respective third
party copyright holders for the use of all software which is installed and/or
in use on the computer systems of the Company.


 


(e)                                  All computer systems (including all related maintenance, escrow,
software license and IT-services agreements) which are in use with the Company
and which were previously owned, acquired, transferred to or set on the name of
Veronica Holding (or any other Veronica Group entity other than the Company)
have been transferred in accordance with Dutch law to the Company prior to Completion.


 


3.8                               No powers of attorney


 


The Company has not granted any power of
attorney or similar authority which remains in force after Completion except as
set out in Annex 3.8.


 


3.9                               Inducements


 


No person has received or will receive any
payment, fee, commission or other benefit or compensation from the Company, nor
will the Company have any obligation to pay any such amount, fee, commission,
benefit or compensation as a result of the consummation of the transactions
contemplated in this agreement other than under this agreement.


 


4.                                      TAXATION


 


4.1                               General


 


(a)                                  All Taxation of any nature whatsoever for which the Company is
liable or may become liable and which has fallen due or may become due for
payment has been duly paid or will be paid by Veronica.


 


(b)                                 All notices, computations and returns which ought to have been given
or made, have been properly and duly submitted by the Company to the relevant
Taxation authorities and all information, notices, computations and returns
submitted to such authorities are true, accurate and complete and are not the
subject of any material dispute nor are to the knowledge of Veronica likely to
become the subject of any material dispute with such authorities. All records
which the Company is required to keep for Taxation purposes or which would be
needed to substantiate any claim made or position taken in relation to Taxation
by the Company, have been duly kept and are available for inspection at the
premises of the Company.


 


(c)                                  All claims or other requests for any particular treatment relating
to Taxation that have been taken into account in computing any amount in the
Accounts have been duly made and are not likely to be disputed by any Taxation
authority.


 


(d)                                 The amount of Taxation chargeable on the Company during any accounting
period ending on or within ten years before the Accounts Date has not been
affected to any material extent by any concession, arrangements, agreement or
other formal or informal arrangement with any Taxation authority (not being a
concession, agreement or arrangement available to companies generally). The
Company is not subject to a special regime in respect of Taxation.


 


(e)                                  The Company has not within the past twelve months been subject to or
is currently subject to any investigation, audit or visit by any Taxation or
excise authority, and neither Veronica nor the Company knows of any such
investigation, audit or visit planned for the next twelve months.


 


42

















 


4.2                               Payments


 


All rents, interest and other amounts paid or
payable by the Company in the period since the Accounts Date, or for which
there is a subsisting obligation for the Company to pay in the future, are or
will be wholly allowable as deductions or charges in computing the income of
the Company for Taxation purposes.


 


4.3                               Deductions and withholdings


 


(a)                                  The Company has made all deductions in respect, or in account, of
any Taxation from any payments made by it which it is obliged or entitled to
make and has accounted in full to the appropriate authority for all amounts so
deducted.


 


(b)                                 The Company has not received any notice from any Taxation authority
which required or will require it to withhold Taxation from any payment made
since the Accounts Date (in respect of which such withheld Taxation has not
been accounted for in full to the appropriate authority).


 


4.4                               Depreciation and tax bases


 


(a)                                  On the assumption that disposals are made for a consideration equal
to the fiscal book value shown in or adopted for the purposes of the Accounts
no charge to Taxation would arise on the disposal by the Company of any of its
assets, other than as disclosed in the Accounts.


 


(b)                                 No claim has been made for the depreciation of any asset of the
Company for Taxation purposes in circumstances in which the claim is likely to
be disallowed.


 


4.5                               Capital gains


 


(a)                                  There are no claims and no elections have been made (or assumed in
the Accounts to be made) which could affect the taxable gain or allowable loss
which would arise in the event of a disposal after the Accounts Date by the
Company of any of its assets.


 


(b)                                 The Company has not disposed of or acquired any assets since the
Accounts Date in circumstances such that the disposal price or acquisition cost
of the asset would be treated for Taxation purposes as being different from the
consideration given or received.


 


4.6                               Disposal of debts


 


No taxable profit or gain would accrue on the
disposal or settlement of any debt owed to the Company at the value of that
debt adopted for the purposes of the Accounts.


 


4.7                               Employees - compensation for loss of office


 


The Company is not under any obligation to
pay nor has it since the Accounts Date paid or agreed to pay any compensation
for loss of office or for any gratuitous payment not deductible in computing
its income for the purposes of Taxation.


 


4.8                               Tax grouping


 


(a)                                  The Company has not, nor at any time in the last ten years has had,
its tax affairs dealt with on a consolidated basis nor have any of them entered
into any tax sharing arrangement (including without limitation any arrangement
under which tax losses or tax reliefs are surrendered or claimed or agreed to
be surrendered or claimed) in respect of its profits, gains or losses.


 


43

















 


4.9                               Completion


 


No charge to Taxation will arise on the
Company by virtue (whether alone or in conjunction with any other fault or
circumstance) of the entering into and/or completion of the agreement.


 


4.10                        Secondary liability


 


The Company is not or will become liable to
Taxation chargeable primarily on any other person, body of persons, entity or
company, including, without limitation, social security payments for
subcontractors and liability resulting from former fiscal unities (corporate
income tax and VAT) within Veronica’s Group.


 


4.11                        Transfer pricing


 


No transactions or arrangements involving the
Company have taken place or are in existence which are such that any provision
relating to transfer pricing might be invoked by a Taxation or excise
authority.


 


4.12                        Deemed income and gains


 


Except as provided in the Accounts, the
Company does not have a liability to Taxation on income or gains except in
respect of and to the extent of income and profits actually received, nor do
any arrangements exist which might give rise to such a liability.


 


4.13                        Value added tax


 


(a)                                  For the purposes of this paragraph, VAT means value added tax or
its equivalent in any jurisdiction.


 


(b)                                 The Company is duly registered for the purposes of VAT in the
Netherlands.


 


(c)                                  The Company has complied with all statutory provisions, rules,
regulations, orders and directions concerning VAT, including the making on time
of accurate returns and payments and the maintenance of records.


 


(d)                                 The Company has not made any exempt supplies in the current or
preceding VAT year applicable to it and there are no circumstances by reason of
which there might not be a full entitlement to credit for all VAT chargeable on
supplies and acquisitions received and imports made (or agreed or deemed to be
received or made) by it.


 


5.                                      COMPLIANCE WITH LAWS AND LICENCES;
LITIGATION


 


5.1                               Compliance with laws


 


The Company has not done or omitted to do
anything which is a contravention of any law, regulation or the requirements of
any regulatory body giving rise to any fine, penalty, other liability or
sanction on the part of the Company and to the knowledge of Veronica no
complaints have been received in respect of such matters which would have a
material adverse effect on the Business, its results of operations, or its
financial condition.


 


5.2                               Licences and consents


 


The Company has all Licences and has complied
with all terms and conditions of those Licences and nothing has been or is
agreed by this agreement to be done or omitted to be done 


 


44

















 


which might prejudice the continuation or
renewal of any of those Licences or result in any of those Licences being
modified.


 


5.3                               Litigation


 


(a)                                  The Company is not engaged in any litigation or arbitration
proceedings.


 


(b)                                 To the knowledge of Veronica, there are no circumstances which will
give rise to any litigation or arbitration proceedings by or against the
Company.


 


(c)                                  The Company is not subject of any investigation, inquiry or
enforcement proceedings or process by any governmental, administrative or
regulatory body nor, to the knowledge of Veronica, are there any circumstances
which will give rise to any such investigation, inquiry or proceeding or
process.


 


(d)                                 There are no past or current, pending or threatened, criminal
actions, proceedings or investigations, concerning directors or managers or
employees of the Company which relate to the Business, except for the forensic
investigation performed by KPMG Accountants. KPMG Accountants have confirmed to
SBS that the outcome of such investigation will have no impact whatsoever on
the Company.


 


6.                                      LEASES


 


6.1                               General


 


(a)                                  Annex 6.1(a) contains details of all Leases held by the Company.


 


(b)                                 The Company is not the owner of any real estate, the Company has not
entered into any agreement, option or pre-emption to acquire any real estate
and the Company does not hold any Lease other than the Leases.


 


(c)                                  The description of each of the Leases (including the lease price) in
the schedule headed “Leases” is, in each case, true, accurate and includes
all material information which is needed to identify the Leases.


 


(d)                                 The Company is fully and solely entitled to the Leases listed under
its name in Annex 6.1(a), is in exclusive occupation of the Leases except as
set out in the Annex and has a good and marketable right to each of such
Leases.


 


6.2                               Leases


 


(a)                                  Each Lease complies with all applicable laws and regulations and is
in full force and effect and the Company has in all material respects complied
with its obligations under it.


 


(b)                                 The Company has not made any renovation or alteration of any
property held under any Lease other than on the basis of and in accordance with
the prior consent of the relevant landlord.


 


(c)                                  The Company is not a party to any Lease which either cannot be
terminated by it in accordance with applicable laws and regulations or its
terms, or cannot be so terminated without its incurring any penalty or other
liability.


 


45

















 


6.3                               Covenants


 


(a)                                  No breach of any covenant contained in any Lease is outstanding and
the rent payable under each Lease has been paid up to date. Veronica and the
Company have not received written notice of any outstanding breach of covenant
in respect of any covenant in any Lease.


 


6.4                               Notices, orders and proposals


 


Neither Veronica nor the Company has received
any written notice or written order affecting any property held under any Lease
from any government department, any authority or any third party and, to the
knowledge of Veronica, there are no proposals on the part of any government
department or any authority which would adversely affect any property held
under any Lease, including, without limitation, those relating to compulsory
purchase or expropriation or highways works.


 


6.5                               Repair


 


(a)                                  All buildings or other erections on each property held under each
Lease are in good repair and in good condition and are in such state of repair
and condition as to be substantially fit for the purpose for which they are at
present used and to the knowledge of Veronica, do not contain any substance or
material which is defective or a risk to health or safety.


 


(b)                                 Unless provided for in the Pro Forma Completion Balance Sheet, the
Company is not under any obligation to carry out improvements or repairs to the
whole or any part of any property held under any Lease, nor has the Company
received any written order or written instruction with respect to any such
improvements or repairs.


 


7.                                      EMPLOYEES AND EMPLOYEE BENEFITS


 


7.1                               Particulars disclosed


 


Annex 7.1 contains the following information:


 


(i)                                     the names of all the employees of the Company, including the
employees that have been or will be transferred to the Company upon or
following Signing;


 


(ii)                                  particulars of any person who has accepted an offer of employment
made by the Company but whose employment has not yet started and of any
outstanding offer of employment made to any person by the Company;


 


(iii)                               the terms of employment (including particulars of emoluments) of all
employees of the Company and the rate of each employee’s emoluments as at 30
June 2003 (the Emoluments Date);


 


(iv)                              particulars of any agreement for the provision of consultancy
services or the services of personnel to the Company and of the terms
applicable to the secondment to the Company of any person;


 


(v)                                 particulars of any custom, practice or discretionary arrangement of
the Company in relation to the remuneration of any of its employees (including
remuneration of any sort by reference to turnover, profits or performance) or
the termination of their employment (whether voluntary or involuntary).


 


46

















 


7.2                               Employees and terms and conditions of employment


 


(a)                                  On Completion, the Company will not employ or have any obligation to
employ or have seconded to it any person other than the persons who have been
disclosed pursuant to sub-paragraph 7.1(i) and 7.1(ii) and save as disclosed in
Annex 7.2(a).


 


(b)                                 No employee of the Company has given, or has been given, notice of
termination of his employment.


 


(c)                                  Since the Emoluments Date, no change has been made in the rate of
the emoluments of any employee of the Company.


 


(d)                                 No proposal, assurance or commitment has been communicated to any
person regarding any change to his terms of employment or working conditions or
regarding the continuance, introduction, increase or improvement of any
benefit, custom or any discretionary arrangement or practice.


 


(e)                                  The Company does not have any outstanding liability to pay
compensation for loss of office or employment or a redundancy payment to any
present or former employee or to make any payment for breach of any agreement
referred to in sub-paragraph 7.1(iv) and no such sums have been paid (whether
pursuant to a legal obligation or ex gratia) since the Emoluments Date.


 


(f)                                    There is no term of employment for any employee of the Company which
provides that a change of control of the Company shall entitle the employee to
treat the change of control as amounting to a breach of the contract or
entitling it to any payment or benefit whatsoever or entitling it to treat
himself as redundant or otherwise dismissed or released from any obligation.


 


(g)                                 The Company has not made any loan or advance, or provided any
financial assistance to any employee or past or prospective employee of the
Company, which is outstanding.


 


7.3                               Disputes


 


(a)                                  The Company has in all material respects complied with its
obligations to its employees and former employees, any relevant trade union and
works council.


 


(b)                                 Save as listed in Annex 7.3(b) there is not, and during the three
years preceding the date of this agreement there has not been, any collective
labour dispute or industrial action affecting the Company.


 


(c)                                  No employee of the Company has within a period of five years before
the date of this agreement been involved in any criminal proceedings relating
to the business of the Company.


 


(d)                                 To the knowledge of Veronica no enquiry or investigation affecting
the Company or the Scheme has been made or threatened by any governmental,
regulatory, supervisory, statutory or professional body in respect of any act,
event, omission or other matter arising out of or in connection with:


 


(i)                                     any application for employment by any person;


 


(ii)                                  the employment (including terms of employment, working conditions,
benefits and practices) or termination of employment of any person,


 


and there is no circumstance which may give
rise to any such claim or investigation


 


47

















 


7.4                               Benefits on death, disability or leaving employment


 


(a)                                  Benefit means any pension, early retirement entitlement, lump sum,
gratuity, indemnity, (deferred) compensation, payment of expenses, bonus or
incentive benefit, or other benefit similar to any of these, given or to be
given on or following retirement, termination of employment, death, ill-health,
injury or disablement or in respect of any medical condition or treatment
(including vision or dental care) or in anticipation of leaving employment or
after leaving employment or after death, or be given on or in anticipation of
or in connection with any change in the nature of the employment of the
employee concerned.


 


Beneficiary means a current or former husband, wife, partner and/or child of the
Participant, who is conditionally or unconditionally entitled to Benefits.


 


Funded Scheme means a Scheme in or under which resources are set aside in advance
relating to the intended or promised Benefits other than through book reserves
in the accounts of the Company.


 


Participant means any employee of the Company at Completion, who at that date is
conditionally or unconditionally entitled to a Benefit under a Scheme, and/or
his Beneficiaries under that Scheme.


 


Unfunded Scheme means either a Scheme in or under which resources are to be set
aside in advance relating to intended or promised Benefits through book
reserves in the accounts of the Company or a Scheme in or under which no
resources are to be set aside nor are provisions to be made in advance relating
to the intended or promised Benefits.


 


Schemes means all and each of the schemes, arrangements, agreements,
customs, practices or policies in relation to Benefits that are binding upon
the Company at Completion and Scheme means any of the Schemes.


 


Scheme Documents means the documents relating the Schemes, including a survey of the
Schemes, which are listed in Annex 7.4.


 


Valuation means, in relation to a Funded Scheme, the actuarial valuation of
the Scheme as carried out on 31 December 2002, of the resources set aside
under these Schemes.


 


(b)                                 Except pursuant to the Schemes identified in Annex 7.4, the Company
has not paid, provided or contributed towards, and are not under any obligation
or commitment (whether or not legally enforceable or written or unwritten or of
an individual or collective nature) to pay, provide or contribute towards, any
Benefit for or in respect of any present or past employee, director or other
officer (or any spouse, child or dependant thereof) of the Company or of any
predecessors in business of the Company.


 


(c)                                  The Scheme Documents comprise all the documents governing the
Schemes including:


 


(i)                                     all written communications to beneficiaries thereunder describing
the provisions of the Schemes of current effect; and


 


(ii)                                  the particulars of any enhancement of benefit or special benefit for
or in respect of any person; and


 


(iii)                               an up-to-date list of all Participants in relation to each Scheme,


 


48

















 


and are true accurate and complete as per
Completion and include all particulars necessary to establish the entitlement
of the Participants and their Beneficiaries to Benefits and the obligation of
the Companies under the Schemes.


 


(d)                                 Wherever possible under applicable law or practice, the Schemes are
approved by the relevant taxation and other governmental authorities such as to
enable the Company, Participants, Beneficiaries and, in the case of a Funded
Scheme, the assets held for the purposes of the Schemes to enjoy the most
favourable taxation status possible, and there is no ground on which such approval
may cease to apply.


 


(e)                                  The Schemes have at all times been operated in accordance with, and
the Company has observed and performed all its obligations under, the Scheme
Documents, the requirements of the relevant taxation and other authorities
applicable to the Scheme and all applicable laws and no dispute has arisen or
been threatened in connection with the Schemes.


 


(f)                                    All Participants have participated and participate in the Schemes on
terms fully consistent with the Schemes.


 


(g)                                 In relation to a Scheme which is a Funded Scheme, all contributions
and other payments due from the participating Companies, the Participants and
former participants have been paid in full or have been provided in the
Accounts.


 


(h)                                 In relation to a Scheme which is not a Funded Scheme, the Company
maintains a book reserve in respect of the Scheme that is not fully covered by
a third party insurance.


 


(i)                                     The assets of the Funded Schemes together with the provisions made
by the Company for the liabilities under the Funded Schemes and the provisions
made by the Company for the liabilities under the Unfunded Schemes are
sufficient to discharge all accrued Benefits (whether or not yet payable) under
the Schemes.


 


(j)                                     The Company is not engaged in any dispute in relation to the Schemes
and no such dispute has been threatened.


 


(k)                                  Completion of the transactions contemplated by this agreement will
not result in an increase in the amount payable under the Schemes, nor
accelerate the vesting, timing, funding or payment of any Benefit under the
Schemes.


 


8.                                      DISCLOSURE


 


8.1                               Accuracy of information


 


To the knowledge of Veronica all information
supplied to SBS and its advisers is in all material respect accurate and not
misleading.


 


49

















 


SCHEDULE 14


 


SBS WARRANTIES


 


1.                                      GENERAL


 


1.1                               Capacity and consequences of sale


 


(a)                                  SBS has the requisite capacity, power and authority to enter into
and to perform its obligations under this agreement.


 


(b)                                 This agreement and all other documents to be entered into by SBS in
connection with this agreement will, when executed, constitute binding
obligations on SBS in accordance with their respective terms.


 


(c)                                  The signature of and the compliance with the terms of this agreement
does not and will not:


 


(i)                                     conflict with or constitute a default under any provision of:


 


(A)                              any agreement or instrument to which SBS is a party, with the
exception of the agreement between SBS and the ING Bank of 16
October 2002;


 


(B)                                the constitutional and corporate documents of SBS;


 


(C)                                any lien, order, judgment, decree or regulation or any other
restriction of any kind by which SBS is bound; or


 


(ii)                                  relieve any other party to an agreement with SBS of its obligations
or enable that party to vary or terminate its rights or obligations under that
agreement;


 


(iii)                               result in the creation or imposition of any Encumbrance on any of
the property or assets of SBS or the repayment of any indebtedness of SBS.


 


1.2                               Constitutional and corporate documents


 


(a)                                  SBS has been duly incorporated and is validly existing under the
laws of the Netherlands, properly formed and its articles of association are in
accordance with all applicable laws and regulations.


 


(b)                                 The copies of the constitutional and corporate documents of SBS
which have been given to Veronica or its advisers are true, accurate and
complete in all respects.


 


(c)                                  All statutory books and shareholders registers of SBS have been
properly kept and no notice or allegation that any of them is incorrect or
should be rectified has been received.


 


(d)                                 All returns and particulars, resolutions and other documents which
SBS is required by law to file with or deliver to any relevant authority have
been correctly made up, duly filed and/or delivered.


 


50

















 


1.3                               Insolvency


 


(a)                                  For the purposes of this paragraph, Insolvency Proceedings means
any form of bankruptcy, liquidation, suspension of payments or scheme with
creditors, moratorium, whether in or out of court.


 


(b)                                 SBS is not nor is any part of its assets or undertaking involved in
or subject to any Insolvency Proceedings.


 


(c)                                  SBS has not stopped or suspended payment of its debts, become unable
to pay its debts or otherwise become insolvent.


 


(d)                                 There are no circumstances directly related to SBS which require or
would enable any Insolvency Proceedings to be commenced in respect of SBS or
any part of its assets or undertakings.


 


(e)                                  There are no transactions capable of being set aside, stayed,
reversed, avoided or affected in whole or in part by any Insolvency Proceedings
in relation to SBS or any of its assets or undertaking (whether or not such
proceedings have commenced) whether as transactions at undervalue, in fraud of
or against the interests of creditors, preferences or Pauliana actions or similar
concepts or legal principles.


 


2.                                      ACCOUNTS AND FINANCIAL


 


2.1                               Accounts and debtors


 


(a)                                  SBS’s Accounts:


 


(i)                                     have been prepared in accordance with generally accepted accounting
principles and practices in the Netherlands and the applicable law and regulations;


 


(ii)                                  have been audited by a certified auditor (register accountant) who has
rendered an auditor’s certificate without qualification;


 


(iii)                               correctly state the assets and liabilities of SBS and give a true
and fair view (“getrouw beeld”) of the state of affairs of SBS as at the
Accounts Date and of the profit or loss of SBS for the period ended on the
Accounts Date;


 


(iv)                              contain either provisions adequate to cover, or full particulars in
notes of, all Taxation (including deferred Taxation) and other liabilities
(whether quantified, contingent or otherwise) of the Company as at the Accounts
Date;


 


(v)                                 are not affected by any unusual or non-recurring items; and


 


(vi)                              have been duly filed in accordance with applicable law.


 


(b)                                 SBS’s Accounts have been prepared on a basis consistent with the
basis employed in SBS’s accounts for each of the two preceding financial
periods without any change in the accounting policies used


 


(c)                                  In SBS ‘s Accounts:


 


51

















 


(i)                                     the income and expenditure have been allocated accurately and
completely to the profit and loss accounts of SBS, which have generated the
income and incurred the expenses; and


 


(ii)                                  all prepaid expenses relate to activities that will be performed in
the subsequent fiscal year and should be expensed in that year.


 


(d)                                 All financial and accounting records of SBS have been properly
maintained and constitute an accurate record of all matters which ought to
appear in them and where required by law have been duly filed. SBS has complied
with all statutory accounting requirements.


 


2.2                               Ownership of assets


 


(a)                                  SBS owned at the Accounts Date all the assets included in SBS’s
Accounts.


 


(b)                                 None of the assets, undertaking, goodwill or uncalled capital of SBS
is subject to any Encumbrance or any agreement or commitment to give or create
any Encumbrance, and no person has claimed to be entitled to any of the
foregoing, save as in the ordinary course of business (such as protective
rights for suppliers of SBS) and save as provided in the agreement with ING
Bank of 16 October 2002 and the Indenture entered into by SBS SA in 2001.


 


(c)                                  SBS has not been a party to a transaction pursuant to or as a result
of which an asset owned, purportedly owned or otherwise held by SBS as at the
Account Date, is liable to be transferred or re-transferred to another person
or which gives rise to a right of compensation or payment in favour of another
person under the law of any relevant jurisdiction or country.


 


(d)                                 SBS does not hold assets under any agreement for lease, hire,
hire-purchase, retention of title or sale on conditional or deferred terms,
with the exception of the vehicles and the building in use by SBS.


 


(e)                                  The assets owned by SBS comprise all the assets necessary for the
continuation of its business as at the Accounts Date.


 


2.3                               Book debts


 


(a)                                  The debts owing to the Company included in the Accounts have
realised or will realise, in the ordinary course of collection, their nominal
amounts plus any accrued interest less any provisions for bad and doubtful
debts included in the Accounts.


 


2.4                               Position since Accounts Date


 


Since the Accounts Date:


 


(i)                                     SBS has conducted its business in a normal and proper manner;


 


(ii)                                  SBS has not entered into any unusual contract or commitment or otherwise
departed from its ordinary course of business, except for entering into this
agreement and related agreements thereto;


 


(iii)                               there has been no material deterioration in the turnover, financial
or trading position or the prospects of SBS;


 


52

















 


(iv)                              no dividend or other distribution of profits or assets has been or
agreed to be declared, made or paid by SBS.


 


(v)                                 SBS has paid its creditors within the times agreed with them and in
particular, without limiting the foregoing, no debt owed by the Company has
been outstanding for more than 60 days from the date of invoice;


 


(vi)                              no event has occurred which gives rise to Taxation to SBS on deemed
(as opposed to actual) income, profits or gains or which results in SBS
becoming liable to pay or bear a tax liability directly or primarily chargeable
against or attributable to another person;


 


(vii)                           to the knowledge of SBS, no event has occurred which entitles any
third party (with or without the giving of notice) to call for the repayment of
indebtedness of the SBS prior to the normal maturity date;


 


(viii)                        SBS has not made any payment or incurred any liability to any member
of SBS’s Group except in the ordinary course of business on normal commercial
terms; and


 


(ix)                                SBS has not settled any existing litigation in excess in the
aggregate of Euro 75,000.


 


2.5                               Working Capital


 


Having regard to the existing bank and other
facilities, available to it SBS has sufficient Working Capital for the purposes
of continuing to carry on its business in its present form and at its present
level of turnover for the foreseeable future and for the purposes of executing,
carrying out and fulfilling in accordance with their terms in all material
respect all orders, projects and contractual obligations which have been placed
with or undertaken by it.


 


3.                                      COMPLIANCE WITH LAWS AND LICENSES


 


3.1                               Licenses and consents


 


SBS has all Licenses and has substantially
complied with all terms and conditions of those Licenses and nothing has been
or is agreed by this agreement to be done or omitted to be done which might
prejudice the continuation or renewal of any of those Licenses or result in any
of those Licenses being modified.


 


53

















 


SCHEDULE 15


 


INTERPRETATION


 


1.                                       In this agreement:


 


Accounts means the audited balance sheet as at the Accounts Date and audited
profit and loss accounts for the year ended on that date of the Company and the
notes and directors’ reports relating to thereto, a copy of each of which is in
the Agreed Form ;


 


Accounts Date means 31 December 2002;


 


Agreed Form means, in relation to any document, the form of that document which
has been initialed for the purpose of identification by Veronica and SBS;


 


Assets means the assets owned or used by the Company in connection with
the Business;


 


Association means the Vereniging Veronia, a Dutch association;


 


Business means the business of the editing and publishing of Veronica
Magazine and Veronica Satellite, print and related services carried on by the
Company at the date of this agreement;


 


Business Day means a day (other than a Saturday or Sunday) on which banks are
generally open in the Netherlands for normal business;


 


Completion means completion of the transfer of the Shares and the issue of the
Consideration Shares in accordance with this agreement;


 


Completion Date means the date of completion of the transfer of the Shares and the
issue of the Consideration Shares in accordance with this agreement;


 


Completion  Balance Sheet Date means 31 August 2003;


 


Consideration means the total price (taking account of any adjustments or further
amount payable following Completion) payable in respect of the Shares under
this agreement;


 


Debt means long term debt of the Company to third parties;


 


Deed of Contribution means the notarial deed to be executed by the Notary in the form set
out in the schedule headed “Deed of Contribution”;


 


Encumbrance means any encumbrance including without limitation mortgage,
pledge, charge, lien, deposit or assignment by way of security, bill of sale,
option or right of pre-emption, entitlement to beneficial ownership (including
usufruct and similar entitlements), any provisional or executional attachment
and any other interest or right held, or claim that could be raised, by a third
party;


 


Environmental Law means all statutes, applicable law, regulations, directives and the
like concerning the protection of human health or the environment or the
conditions of the workplace or the generation, transportation, storage,
treatment or disposal of a dangerous substance;


 


54

















 


GAAP means generally accepted accounting principles and practices in the
Netherlands;


 


Intellectual Property Rights means (i) copyright (excluding copyrights on software), patents,
know-how, confidential information, database rights, and rights in trade marks
and designs (whether registered or unregistered), (ii) applications for
registration, and the right to apply for registration, for any of the same, and
(iii) all other intellectual property rights and equivalent or similar forms of
protection existing anywhere in the world but Intellectual Property Rights
shall not include any of such rights licensed to SBS and/or the Company under
the License Agreement.


 


Lease means a lease of real property (including an occupation lease, a
finance lease and a lease at no rent or a low rent), a right of occupation or
use of real property or an agreement, option or pre-emption to enter into a
lease of real property or a right of occupation or use of real property,
relating to the Company;


 


Licence means any authorisation, licence (including statutory licence),
consent or permission necessary to own and to operate the Assets and/or carry
on the Business;


 


License Agreement means the license agreement between Veronica Holding B.V. and SBS
of even date hereof in relation to the grant of an exclusive perpetual license
to SBS for the use of the Veronica Trademarks and the Veronica Domain Names for
the services and products as defined therein, attached hereto in the
schedule headed “License Agreement”.


 


Membership Data means the databases relating to the data of the current and future
members of the Association, including the data of the current and future
subscribers of Veronica Magazine and Satelitte that will be administered by the
Company as members of the Association.


 


Notary means a civil notary (notaris) of Allen & Overy Amsterdam;


 


Pro Forma Completion Balance
Sheet means the pro forma completion
balance sheet of the Company as per 31 August 2003 as attached hereto in
the schedule headed “Pro Forma Completion Balance Sheet”;


 


Restructuring means the various transfers of assets, liabilities and personnel to
the Company and the transfer of certain Intellectual Property Rights to
Veronica Merken B.V. in preparation of the transactions contemplated in this
agreement and related agreements to procure that the Company owns any and all
assets relating to the Business;


 


SBS Accounts means the audited balance sheets as at the Accounts Date and
audited profit and loss accounts for the year ended on that date of SBS
(including the audited consolidated balance sheet as at the end  that period and the audited consolidated
profit and loss account for that period) and the notes and directors’ reports
relating to thereto, a copy of each of which is in the Agreed Form;


 


SBS Accountants means Ernst & Young;


 


SBS Group means SBS, its holding company (if any) and any subsidiary of SBS
or such holding company (if any);


 


SBS Lawyers means Allen & Overy of Apollolaan 15, 1077 AB Amsterdam, The
Netherlands;


 


55

















 


SBS Warranties means the representations and warranties on the part of SBS
contained in the clause and the schedule headed “SBS Warranties”;


 


Shares means all the issued and outstanding shares in the capital of the
Company;


 


Signing means the signing of this agreement;


 


Taxation means all forms of taxation, duties, levies, imposts and social
security charges, whether direct or indirect including, without limitation,
corporate income tax, wage withholding tax, national social security
contributions and employee social security contributions, value added tax,
customs and excise duties, capital tax and other legal transaction taxes,
dividend withholding tax, land taxes, environmental taxes and duties and any
other type of taxes or duties payable by virtue of any applicable national,
regional or local law or regulation and which may be due directly or by virtue
of joint and several liability in any relevant jurisdiction; together with any
interest, penalties, surcharges or fines relating thereto, due, payable,
levied, imposed upon or claimed to be owed in any relevant jurisdiction;


 


Veronica’s Accountants means BDO Accountants;


 


Veronica’s Group means Veronica and its holding company (if any) and any subsidiary
of Veronica or such holding company (if any) but excluding the Company,
Veronica Litho B.V. and Veronica Digitaal B.V.;


 


Veronica’s Lawyers means NautaDutilh;


 


Veronica Merken B.V. means Veronica Merken B.V., a limited liability company
incorporated under the laws of the Netherlands, which holds the Intellectual
Property Rights as follows from the License Agreement;


 


Warranties means the representations and warranties on the part of Veronica
contained in the clause and the schedule headed “Warranties”;


 


Warranty Claim means a claim by either party for any breach or alleged breach of
any of the Warranties;


 


Working Capital means cash (including prepaid subscription fees as applicable) plus
short term assets, including stock and an adequate provision for obsolete
stock, (including an adequate provision for uncollectable receivables in
accordance with past practices but excluding any receivables outstanding for
more than 45 days) minus short term liabilities, in accordance with GAAP and
past practice in so far as this is in accordance with GAAP.


 


2.                                       Where any statement in the schedule headed “Warranties” is
qualified by the expression “to the knowledge of Veronica” or any
similar expression, that expression or statement shall be deemed the actual
knowledge of Messrs. Kuipers and Van Steijn after having made due and careful
enquiry.


 


3.                                       Where any statement in the schedule headed “SBS Warranties” is
qualified by the expression “to the knowledge of SBS” or any similar
expression, that expression or statement shall be deemed the actual knowledge
of Mr. Andre Kreuzen after having made due and careful enquiry.


 


4.                                       References to a company shall be construed so as to include
any company, corporation or other body corporate or other legal entity,
wherever and however incorporated or established.


 


56

















 


5.                                       For the purposes of this agreement, a company is a subsidiary
of another company, its holding company, if that other company:


 


(a)                                  holds a majority of the voting rights in it; or


 


(b)                                 is a shareholder or member of it and has the right to appoint or
remove a majority of its supervisory board (if any); or


 


(c)                                  is a shareholder or member of it and controls alone, pursuant to an
agreement with other shareholders or members, a majority of the voting rights
in it,


 


or if it is a subsidiary of a company which
is itself a subsidiary of that other company.


 


6.                                       References to a person shall be construed so as to include
any individual, firm, company, government, governmental authority, tax
authority, state or agency of a state or any joint venture, association,
partnership, works council or employee representative body (whether or not
having separate legal personality).


 


7.                                       Where any provision is qualified or phrased by reference to the
ordinary course of business, such reference shall be construed as meaning the
customary course of trading for the business in the country in which such
business trades.


 


8.                                       The singular shall include the plural and vice versa and references
to words imputing one gender will include both genders.


 


9.                                       Notwithstanding the clause headed “Language”, where in this
agreement a Dutch term is given in italics or in italics and in brackets after
an English term and there is any inconsistency between the Dutch and the
English, the meaning of the Dutch term shall prevail.


 


57

















 


Annex 2.4 (v) (Uitgeverij)


 


	
  Document

  	
   

  	
  External contractor

  	
   

  	
  Date

  	
   

  	
  Outstanding

  balance (in EUR)

  
	
  7003001053

  	
   

  	
  Abonnementenland Uitgeest

  	
   

  	
  February 26, 2003

  	
   

  	
  121,90

  
	
  7003002025

  	
   

  	
  AdLINK Internet Media B.V.

  	
   

  	
  April 28, 2003

  	
   

  	
  3.336,36

  
	
  7003003009

  	
   

  	
  Alberg International

  	
   

  	
  April 9, 2003

  	
   

  	
  166,60

  
	
  7003003314

  	
   

  	
  A.M.P / Brussel

  	
   

  	
  July 1, 2003

  	
   

  	
  10.931,87

  
	
  7003000586

  	
   

  	
  T.T.G. inzake Autovisie

  	
   

  	
  February 6, 2003

  	
   

  	
  77,50

  
	
  7002005862

  	
   

  	
  Baltic Services B.V.

  	
   

  	
  December 2, 2002

  	
   

  	
  12.801,59

  
	
  7003003008

  	
   

  	
  Binpac

  	
   

  	
  July 4, 2003

  	
   

  	
  107,99

  
	
  7003002598

  	
   

  	
  De Boekers

  	
   

  	
  May 8, 2003

  	
   

  	
  599,76

  
	
  7099004905

  	
   

  	
  GAK Nederland B.V.

  	
   

  	
  November 16, 1999

  	
   

  	
  6.605,22

  
	
  1003000008

  	
   

  	
  Grafisch Lyceum Utrecht

  	
   

  	
  January 13, 2003

  	
   

  	
  995,00

  
	
  7001001318/19

  	
   

  	
  Holland Media Groep SA

  	
   

  	
  March 26, 2001

  	
   

  	
  536.595,11

  
	
  7003000787

  	
   

  	
  Kluwer

  	
   

  	
  December 24, 2002

  	
   

  	
  5.474,00

  
	
  7003003286

  	
   

  	
  Joost Govers Photography

  	
   

  	
  July 11, 2003

  	
   

  	
  238,00

  
	
  7003003365

  	
   

  	
  Karin Models

  	
   

  	
  July 10, 2003

  	
   

  	
  400,00

  
	
  7003003226

  	
   

  	
  L’Agence de Mannequins

  	
   

  	
  July 15, 2003

  	
   

  	
  400,00

  
	
  7003003362

  	
   

  	
  L’Agence de Mannequins

  	
   

  	
  July 11, 2003

  	
   

  	
  400,00

  
	
  7003003612

  	
   

  	
  Manpower Uitzendorganisaties B.V.

  	
   

  	
  July 15, 2003

  	
   

  	
  636,03

  
	
  7003000934

  	
   

  	
  Media Vast

  	
   

  	
  February 10, 2003

  	
   

  	
  169,87

  
	
  1003000125;

  7003002569;

  7003002570;

  7003002571;

  	
   

  	
  Mediacenter B.V.

  	
   

  	
  June 30, 2003;

  May 31, 2003;

  May 31, 2003;

  May 31, 2003;

  	
   

  	
  82.004,61

  
	
  7003002902

  	
   

  	
  Orfac B.V.

  	
   

  	
  June 26, 2003

  	
   

  	
  80,33

  
	
  1003000121

  	
   

  	
  PCM Landelijke dagbladen

  	
   

  	
  June 24, 2003

  	
   

  	
  325,25

  
	
  7003003185

  	
   

  	
  Peter Langhout Reizen B.V.

  	
   

  	
  July 9, 2003

  	
   

  	
  2.310,35

  
	
  7003001185

  	
   

  	
  Radje-toe

  	
   

  	
  March 7, 2003

  	
   

  	
  161,32

  
	
  7003001349

  	
   

  	
  Sanoma Uitgevers B.V. Media Post

  	
   

  	
  March 21, 2003

  	
   

  	
  23,60

  
	
  7003003140;

  7003003333;

  7003003339;

  	
   

  	
  SARL Chrystal Model Agency

  	
   

  	
  July 8, 2003;

  July 15, 2003;

  July 15, 2003;

  	
   

  	
  1.900,00

  
	
  7003002933

  	
   

  	
  Spencer en Spencer

  	
   

  	
  June 23, 2003

  	
   

  	
  274, 59

  
	
  7003003222;

  3223;3224; 3361; 3363

  	
   

  	
  Stockholm 2 International Models

  	
   

  	
  July 15, 2003

  	
   

  	
  2.000,00

  
	
  7003000477

  	
   

  	
  Veronica Digitaal B.V.

  	
   

  	
  January 30, 2003

  	
   

  	
  2.635,00

  
	
  7003002840

  	
   

  	
  Violaine Chapallaz

  	
   

  	
  June 23, 2003

  	
   

  	
  1.748,67

  
	
  7003002782

  	
   

  	
  Zembla B.V.

  	
   

  	
  June 19, 2003

  	
   

  	
  659,69

  



 

















 


Annex 2.4 (v) (Litho)


 


	
  Document

  	
   

  	
  External contractor

  	
   

  	
  Date

  	
   

  	
  Outstanding

  balance (in EUR)

  
	
  7003000277

  	
   

  	
  Centraal Beheer Achmea

  	
   

  	
  June 10, 2003

  	
   

  	
  2.548,34

  
	
  7003000278

  	
   

  	
  Centraal Beheer Achmea

  	
   

  	
  June 10, 2003

  	
   

  	
  1.540,00

  
	
  7003000299

  	
   

  	
  Grafische Bedrijfsfonds

  	
   

  	
  July 2, 2003

  	
   

  	
  11.099,46

  
	
  2503000036

  	
   

  	
  Nuon Amsterdam

  	
   

  	
  March 10, 2003

  	
   

  	
  6,73

  
	
  7003000347

  	
   

  	
  Plantijn Casparie Utrecht

  	
   

  	
  April 8, 2003

  	
   

  	
  2.226,09

  



 

















 


Annex 2.4 (v) (Digitaal)


 


	
  Document

  	
   

  	
  External contractor

  	
   

  	
  Date

  	
   

  	
  Outstanding

  balance (in EUR)

  
	
  7003000020

  	
   

  	
  Buma

  	
   

  	
  January 16, 2003

  	
   

  	
  143,01

  
	
  1903001075

  	
   

  	
  Telefuture Nederland B.V.

  	
   

  	
  June 19, 2003

  	
   

  	
  36,49

  
	
  7003000081

  	
   

  	
  Uunet

  	
   

  	
  April 7, 2003

  	
   

  	
  675,00

  
	
  7003000106

  	
   

  	
  Uunet

  	
   

  	
  May 15, 2003

  	
   

  	
  225,00

  



 

















 


Annex 2.5 (d) (Uitgeverij)


 


	
  Bank

  	
   

  	
  Account

  number

  	
   

  	
  Signing

  Authority

  	
   

  	
   

  
	
  ABN dep.

  	
   

  	
  44.92.10.383

  	
   

  	
  P. Kuipers

  	
   

  	
  See letter balance&interest
  compensation+agreement+letter mutation authorised persons

  
	
  ABN

  	
   

  	
  42.57.13.032

  	
   

  	
  P. Kuipers

  	
   

  	
  See letter balance&interest
  compensation+agreement+letter mutation authorised persons

  
	
  ABN

  	
   

  	
  43.93.10.008

  	
   

  	
  P. Kuipers

  	
   

  	
  See letter balance&interest
  compensation+agreement+letter mutation authorised persons

  
	
  ABN

  	
   

  	
  43.93.20.909

  	
   

  	
  P. Kuipers

  	
   

  	
  See letter balance&interest
  compensation+agreement+letter mutation authorised persons

  
	
  ABN

  	
   

  	
  44.75.27.177

  	
   

  	
  P. Kuipers

  	
   

  	
  See letter balance&interest
  compensation+agreement+letter mutation authorised persons

  
	
  ABN

  	
   

  	
  44.93.81.692

  	
   

  	
  P. Kuipers

  	
   

  	
  See letter balance&interest compensation+agreement+letter
  mutation authorised persons

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PB

  	
   

  	
  192222

  	
   

  	
  P. Kuipers

  	
   

  	
  See mutation form PB

  
	
  PB

  	
   

  	
  4546

  	
   

  	
  P. Kuipers

  	
   

  	
  See mutation form PB

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lanschot dep.

  	
   

  	
  22.62.33.820

  	
   

  	
  P.Kuipers

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ING dep.

  	
   

  	
  65.02.22.709

  	
   

  	
  P. Kuipers

  	
   

  	
  See mutation form ING

  
	
  ING dep.

  	
   

  	
  68.58.86.816

  	
   

  	
  P. Kuipers

  	
   

  	
  See mutation form ING

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ING

  	
   

  	
  68.58.86.786

  	
   

  	
  P. Kuipers

  	
   

  	
  See mutation form ING

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Generale Bank

  	
   

  	
   

  	
   

  	
  P. Kuipers

  	
   

  	
   

  
	
  (Belgie)

  	
   

  	
  22.007.766.323

  	
   

  	
   

  	
   

  	
   

  



 

















 


Annex 3.1 (a) (Uitgeverij)


 


 


There is no written agreement between NOB and
the Company. However, the Company nevertheless appears to have the right to
publish the program details (“programmagegevens”) as long as it meets
the publication requirements as observed by NOB. After the termination of the
written agreement as per 1 September 2002 NOB and the Company have
continued their long lasting cooperation on the basis of the barter principle
(“het
uitruilprincipe”).


 


The HMG contract shall be extended
automatically as per 1 September 2003 for a period of one year. Reference
is further made to the outstanding invoices of HMG (Annex 2.4 (v)).


 

















 


Annex 3.1 (g) (Publishing)


 


 


Barter Agreements 2003 Veronica Publishing


 


	
   

  	
   

  	
  Bij
  VU

  	
   

  	
  Door
  VU

  	
   

  
	
  Party

  	
   

  	
  Amount

  	
   

  	
  Spent
  at

  Publishing

  	
   

  	
  Remainder

  	
   

  	
  Department

  	
   

  	
  Spent
  by

  Publishing

  	
   

  	
  Remainder

  	
   

  
	
  peter langhoutreizen

  	
   

  	
  17.968

  	
   

  	
  17.968

  	
   

  	
  0

  	
   

  	
  Redactie

  	
   

  	
  17.968

  	
   

  	
  0

  	
   

  
	
  Canal+

  	
   

  	
  10.250

  	
   

  	
  10.250

  	
   

  	
  0

  	
   

  	
  Marketing

  	
   

  	
  10.250

  	
   

  	
  0

  	
   

  
	
  ANWB rijopleiding

  	
   

  	
  5.238

  	
   

  	
  5.238

  	
   

  	
  0

  	
   

  	
  Marketing

  	
   

  	
  5.238

  	
   

  	
  0

  	
   

  
	
  Burggolf

  	
   

  	
  17.968

  	
   

  	
  17.968

  	
   

  	
  0

  	
   

  	
  Advertentie

  	
   

  	
  17.968

  	
   

  	
  0

  	
   

  
	
  Golden Tulip

  	
   

  	
  3.132

  	
   

  	
  3.132

  	
   

  	
  0

  	
   

  	
  Advertentie

  	
   

  	
  3.132

  	
   

  	
  0

  	
   

  
	
  Sky Radio

  	
   

  	
  80.824

  	
   

  	
  65.110

  	
   

  	
  15.714

  	
   

  	
  Marketing

  	
   

  	
  40.412

  	
   

  	
  40.412

  	
   

  
	
  Radio 538

  	
   

  	
  71.368

  	
   

  	
  30.555

  	
   

  	
  40.813

  	
   

  	
  Marketing

  	
   

  	
  35.680

  	
   

  	
  35.688

  	
   

  
	
  Hillenaar

  	
   

  	
  25.680

  	
   

  	
  25.680

  	
   

  	
  0

  	
   

  	
  Marketing

  	
   

  	
  25.680

  	
   

  	
  0

  	
   

  
	
  Noordzee FM

  	
   

  	
  106.284

  	
   

  	
  106.284

  	
   

  	
  0

  	
   

  	
  Marketing

  	
   

  	
  32.100

  	
   

  	
  74.184

  	
   

  
	
  FW&A Selective media (Box
  for 2)

  	
   

  	
  13.101

  	
   

  	
  0

  	
   

  	
  13.101

  	
   

  	
  Marketing

  	
   

  	
  13.101

  	
   

  	
  0

  	
   

  
	
  Metro

  	
   

  	
  17.530

  	
   

  	
  17.530

  	
   

  	
  0

  	
   

  	
  Marketing

  	
   

  	
  17.530

  	
   

  	
  0

  	
   

  
	
  Felicitas

  	
   

  	
  32.248

  	
   

  	
  32.248

  	
   

  	
  0

  	
   

  	
  Marketing

  	
   

  	
  32.248

  	
   

  	
  0

  	
   

  
	
  EMI

  	
   

  	
  15.714

  	
   

  	
  15.714

  	
   

  	
  0

  	
   

  	
  TV

  	
   

  	
  15.714

  	
   

  	
  0

  	
   

  
	
  Thomas Cook

  	
   

  	
  12.839

  	
   

  	
  12.839

  	
   

  	
  0

  	
   

  	
  Redactie

  	
   

  	
  12.839

  	
   

  	
  0

  	
   

  
	
  Totaal

  	
   

  	
  430.144

  	
   

  	
  360.516

  	
   

  	
  69.628

  	
   

  	
   

  	
   

  	
  279.860

  	
   

  	
  150.284

  	
   

  



 

















 


Annex 3.4 (a)
(Publishing business)


 


Attached is the fax of Knijff
& Partners dated 6 August 2003 with regard to the use of the brand
‘Satellite’ by the Company and the licence of HMG in that respect.


 

















 


KNIJFF & PARTNERS letterhead


 


Vereniging Veronica


Attn.: Ms J. Kruisweg


Olympia 2A


1213 NT HILVERSUM


 


 


Weesp, 6 August 2003


 


	
  Your ref.:

  	
   

  
	
  Our ref.:

  	
  PT/TM

  
	
  Direct-dial number:

  	
  +31 (0)294-490925

  



 


	
  BY FAX: +31 (0)35-646 33 55

  	
   

  	
  BY FAX AND BY POST

  



 


Re: Investigation into the name of SATELLITE/SATELLIET


 


Dear Jogien,


 


Further to our meeting on 30
July 2003, I performed an initial search for the registration situation of
the SATELLITE/SATELLIET mark.


 


SATELLITE is used by Veronica as
the title of a television guide intended for owners of dish antennas. The
question that comes up in this connection is whether SATELLITE can be a
distinctive mark for such a television guide. After all, the information in the
guide is focussed on television programmes that can be received by satellite
through dish antennas. This thought is substantiated by the identical search I
performed, since I found many registrations with the component SATELLITE.
Searching in classes 9, 16, 38 and 41 revealed 92 registrations, so I
restricted the output exclusively to the registrations for class 16.


 


In the name of Vereniging
Veronica, I found Benelux registration no. 448889 of the image mark VERONICA
SATELLITE. HMG is the owner of the SATELLITE word mark / image mark, under
registration number 558090. This mark was initially registered in Veronica’s
name, but was transferred by HMG to itself in April 2002. Audax B.V., a
Dutch publishing company, registered the word marks SATELLITE and SATELLIET
T.V. for printed matter. The registrations originate from 1982 and were renewed
in 2002.


 


In addition, Sigma Coatings
B.V., a paint manufacturer, has registered the word mark SATELLITE for printed
matter. All the other registrations I found concerned compiled marks, with the
component SATELLITE. This includes various marks from applicants from the media
world, such as Canal+, Eurotelesat Reti Televisive Italiane. Handboek van
de Nederlandse Pers en Publiciteit [guide for Dutch press and
publicity], which I often use as reference to determine whether marks are being
used, only mentions your magazine (see the enclosure). This may lead to the
conclusion that Audax does not use this mark as a Dutch publisher, while Sigma
Coatings may use it in-house or for advertising leaflets and the like.


 


It will be clear from the many
registrations found that keeping exclusive rights to the name of SATELLITE will
prove to be difficult. The name can easily be deemed to be generic. Since you
have been publishing your SATELLITE magazine without


 

















 


anybody making objections, I can
imagine that you want to retain the name. Under the circumstances, I advise you
to register the mark in its special typeface, although it is not very
characteristic. It is worth considering adding a more distinctive name to the
word SATELLITE, or making its typeface more unique. I prefer combining the
SATELLITE component with a distinctive and unique mark element, since we can
then avoid issues about the use of the word SATELLITE as such by taking the
position that SATELLITE is a descriptive addition.


 


For the record, I draw your
attention to the fact that the search performed was very limited and does not
give a definite answer about marks and/or trade names which, according to legal
standards, are similar and must be seen as a potential bar. I also refer
explicitly to our information guide about trademark searches (enclosed with the
original of this letter). I would like to emphasize that this search can only
be focussed on registered or applied identical word marks. Word marks in a
special typeface or words forming part of image marks, as well as marks which
are only slightly different, can therefore not always be traced.


 


Identical searches are merely a
useful tool for screening the availability of a mark. More thorough
information, a similarity search and if necessary, a trade name search, must be
performed (fees annexed to the original of this letter).


 


Domain names are not included in
our regular search. The existence of an earlier domain name registration as
such forms no legal impediment to the use and/or registration of a mark. A
domain name is predominantly an Internet address. If desired, we can perform a
domain name search.


 


I look forward to your response.


 


	
  Yours sincerely,

  
	
   

  
	
  /s/ Paul A.W. Thiel

  	
   

  
	
   

  
	
  Paul A.W.
  Thiel

  



 


 


1vo/05


 


Enclosure


 

















 


ANNEX 3.4 (b)


 


Samples of
Trade Name Use


 

















 


Annex
3.6 (a) (Publishing business)


 


Attached is a summary of the car
insurance policy. It is unclear whether this insurance will continue. No other
insurances will continue.


 

















 


ABN AMRO


 


Car insurance


 


	
  Policy number:

  	
   

  	
  80-61580997

  	
   

  	
   

  	
   

  	
   

  
	
  Dossier
  number:

  	
   

  	
  6.351.863.6

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Policyholder:

  	
   

  	
  Veronica Uitgeverij BV

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Make/type:

  	
   

  	
  Chevrolet Transport

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Registration number:

  	
   

  	
  23-JN-GN

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Year of manufacture:

  	
   

  	
  2002

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sums insured:

  	
   

  	
  EUR

  	
   

  	
  2,269,000

  	
   

  	
   

  	
  liability

  
	
   

  	
   

  	
  EUR

  	
   

  	
  41,300

  	
   

  	
   

  	
  cover of vehicle exclusive of
  VAT

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EUR

  	
   

  	
  5,000

  	
   

  	
   

  	
  in the event of death

  
	
   

  	
   

  	
  EUR

  	
   

  	
  23,000

  	
   

  	
   

  	
  in the event of total and
  permanent disablement

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Legal assistance.

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Excess:

  	
   

  	
  EUR

  	
   

  	
  636

  	
   

  	
   

  	
  per claim in connection with
  damage to the motor vehicle.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Clauses:

  	
   

  	
  • claim settlement:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Bodywork
  Insurance list of conditions is not applicable.

  
	
   

  	
   

  	
  • theft protection motor vehicles:

  	
   

  	
   

  
	
   

  	
   

  	
    mandatory
  installation of class 3 security system by an installation company certified
  by the Dutch Institute for Certification of Vehicle Security Systems. At the
  time the damage is incurred, the security system must be engaged and the
  vehicle locked.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Annual premium:

  	
   

  	
  EUR

  	
   

  	
  4,655.29

  	
   

  	
  exclusive of costs, exclusive
  of premium tax and exclusive of bonus/malus discount

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Policy renewal date:

  	
   

  	
  11 May, policy period 12
  months with tacit renewal

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Risk
  carrier:

  	
   

  	
  Nationale-Nederlanden Schadeverzekering
  Maatschappij N.V.

  
										



 

















 


Annex 3.8 (Uitgeverij)


 


 


M. ten Holte has authority to sign for a
maximum amount of EUR 10.000.  


 

















 


ENGLISH SUMMARY


 


of Annex 6.1(a) (Uitgeverij) to

the Agreement for Transfer of the Share Capital of Veronica Uitgeverij B.V.
against Issue of SBS Shares, dated September 1, 2003, between Veronica
Holding B.V. and SBS Broadcasting B.V.


 


Annex 6.1(a) (Uitgeverij)  - LEASE AGREEMENTS WITH REGARD TO OLYMPIA
PARK


 


1.                                       (a) Lease Agreement for Office Space, between Sofam Beheer B.V. and Van
Oosten & Partners B.V., dated September 14, 2000.


 


Material Provisions:


•                  Object: lease of Olympia 2 H, 1213 NT Hilversum, consisting of 573 m2
office space and 15 parking places.


•                  Lease: NLG 246,000
annually (approximately €111,800), excluding payment for additional services,
and indexed per December 1 each year.


•                  Bank guarantee: NLG
81,205.72 (approximately €37,000).


•     Term: 6 years and 11 months, starting December 1, 2000, and ending
October 31, 2007. The agreement will renew for a five-year period, subject
to termination by lessee. Thereafter, the agreement will renew for five-year
periods, subject to termination by either party. Termination is subject to
providing a written notice of termination at least 12 months prior to the end
of the current term.


 


Other provisions:


•                  A specification of
additional services, including amongst others electricity, gas, water, central
heating and air-conditioning, elevators, cleaning and maintenance. 


•                  A sales tax provision
with respect to the lease and the additional services payments, which tax will
be for the account of lessee.


•                  The performance of the
obligations of the lessee under the lease agreement is guaranteed by Van Oosten
& Partners Communicatie en Organisatiegroep B.V. 


•                  The “General Conditions
Lease Agreement Office Space and other working space, not ex provision 7A:1624
Civil Code” are applicable to this agreement.


 


(b) Deed of Assignment, between , between
Sofam Beheer B.V., Van Oosten & Partners B.V. and Veronica Uitgeverij B.V.


 


Material Provisions:


•                  Assignment and novation of all rights and
obligations under the Lease Agreement of Van Oosten & Partners B.V. to
Veronica Uitgeverij B.V. effective as of October 1, 2001, including a
waiver respectively, release of Van Oosten & Partners B.V. in respect of
all such rights and obligations.


 


Other provisions:


•                  An acknowledgement of Veronica of (i) the
amount of the annual lease of NLG 246,000, excluding payment for additional services
and sales tax, and subject to end of year indexation, (ii) the term of the
agreement, (iii) the condition of the offices, (iv) the settlement by Veronica
of any debit or credit for the additional services payments for 2001, and (v) a
one-off payment of NLG 60,000 payable by Veronica for improvements.


•                  An agreement to decrease the lease, applicable
to any renewal periods.


 


2.                                       Lease Agreement for Office Space, between Ontwikkelingsmaatschappij
Gamma B.V. and Veronica Uitgeverij B.V., dated June 27, 1997.


 


Material Provisions:


•                  Object: lease of
Olympia 2-4, Hilversum, consisting of 3,065 m2 office space, 68 parking places
and 27 m2 archive space.


•                  Lease: NLG 969,055
annually (approximately €440,480), excluding payment for additional services,
and indexed annually.


•                  Bank guarantee: NLG
320,673.66 (approximately €145,760).


•                  Term: 10 years,
starting October 15, 1997, and ending October 14, 2007. The agreement
will renew for two five-year periods, subject to termination by lessee.
Thereafter, the agreement will renew for five-


 

















 


year periods, subject to termination by
either party. Termination is subject to providing a written notice of
termination at least 12 months prior to the end of the current term.


•                  The lessee is entitled
to terminate the lease agreement after 5 years, which termination right is
subject to concluding an agreement with Delta Lloyd Vastgoed and/or Delvom B.V.
regarding a new lease or purchase of an office building.


 


Other provisions:


•                  A specification of
additional services, including amongst others electricity, gas, water, central
heating and air-conditioning, elevators, cleaning and maintenance.


•                  A sales tax provision
with respect to the lease and the additional services payments, which tax will
be for the account of lessee.


•                  The “General Conditions
Lease Agreement Office Space and other working space, not ex provision 7A:1624
Civil Code” are applicable to this agreement.


 

















 


Annex 7.1 (Uitgeverij)


 


	
  Department

  	
   

  	
  Name

  	
   

  	
  Function

  	
   

  	
  Salary

  (fulltime)

  	
   

  	
  FTE-

  factor

  	
   

  	
  Contract

  Start Date

  	
   

  	
  Contract

  End Date

  	
   

  	
  Date
  of Birth

  
	
  Subscrip.Service

  	
   

  	
  M.C.A. Sinnige-Theebe

  	
   

  	
  Head Of Subscr. Serv.

  	
   

  	
  €

  	
  4.047,84

  	
   

  	
  100,00

  	
  %

  	
  1 September 1975

  	
   

  	
   

  	
   

  	
  21 August 1953

  
	
  Subscrip.Service

  	
   

  	
  G.B. Mayjer-Weteringe

  	
   

  	
  Mgt. Ass. Subscribers

  	
   

  	
  €

  	
  3.163,06

  	
   

  	
  84,44

  	
  %

  	
  1 November 1989

  	
   

  	
   

  	
   

  	
  3 September 1963

  
	
  Subscrip.Service

  	
   

  	
  J.W.A. Klomp

  	
   

  	
  Coach Telephone SS

  	
   

  	
  €

  	
  1.851,18

  	
   

  	
  100,00

  	
  %

  	
  1 November 1987

  	
   

  	
   

  	
   

  	
  8 November 1965

  
	
  Subscrip.Service

  	
   

  	
  J.G. Wijnands-Seegers

  	
   

  	
  Assistant SS B

  	
   

  	
  €

  	
  1.851,18

  	
   

  	
  100,00

  	
  %

  	
  1 March 2000

  	
   

  	
   

  	
   

  	
  12 March 1963

  
	
  Subscrip.Service

  	
   

  	
  S. Teepe-Oostra

  	
   

  	
  Assistant SS B

  	
   

  	
  €

  	
  1.771,91

  	
   

  	
  100,00

  	
  %

  	
  1 October 1999

  	
   

  	
   

  	
   

  	
  21 March 1973

  
	
  Subscrip.Service

  	
   

  	
  A. Vingerling

  	
   

  	
  Assistant SS B

  	
   

  	
  €

  	
  1.751,22

  	
   

  	
  100,00

  	
  %

  	
  20 March 2000

  	
   

  	
   

  	
   

  	
  2 April 1972

  
	
  Subscrip.Service

  	
   

  	
  D. Dijkstra

  	
   

  	
  Assistant SS B

  	
   

  	
  €

  	
  1.790,25

  	
   

  	
  100,00

  	
  %

  	
  1 May 2000

  	
   

  	
   

  	
   

  	
  29 May 1971

  
	
  Subscrip.Service

  	
   

  	
  M.Th. Haverkort-van Wijk

  	
   

  	
  Assistant SS A

  	
   

  	
  €

  	
  1.754,79

  	
   

  	
  84,44

  	
  %

  	
  1 February 2000

  	
   

  	
   

  	
   

  	
  23 July 1954

  
	
  Subscrip.Service

  	
   

  	
  P. Prop-van Prooyen

  	
   

  	
  Assistant SS A

  	
   

  	
  €

  	
  1.758,37

  	
   

  	
  63,33

  	
  %

  	
  13 June 2000

  	
   

  	
   

  	
   

  	
  12 March 1965

  
	
  Subscrip.Service

  	
   

  	
  I.J.T. Vellekoop

  	
   

  	
  Assistant SS A

  	
   

  	
  €

  	
  1.851,18

  	
   

  	
  63,30

  	
  %

  	
  1 January 2000

  	
   

  	
   

  	
   

  	
  22 June 1952

  
	
  Subscrip.Service

  	
   

  	
  L.M. Beugelaar-de Wijs

  	
   

  	
  Assistant SS A

  	
   

  	
  €

  	
  1.851,18

  	
   

  	
  42,20

  	
  %

  	
  25 November 1996

  	
   

  	
   

  	
   

  	
  23 April 1971

  
	
  Subscrip.Service

  	
   

  	
  R. Roukema-Goedkoop

  	
   

  	
  Assistant SS A

  	
   

  	
  €

  	
  1.848,08

  	
   

  	
  63,00

  	
  %

  	
  1 February 2000

  	
   

  	
   

  	
   

  	
  24 February 1951

  
	
  Subscrip.Service

  	
   

  	
  C.L.G. Hogenbirk-Wulffraat

  	
   

  	
  Assistant SS A

  	
   

  	
  €

  	
  1.840,55

  	
   

  	
  52,10

  	
  %

  	
  10 April 2000

  	
   

  	
   

  	
   

  	
  19 September 1947

  
	
  Subscrip.Service

  	
   

  	
  E.G.M. van Ekeris

  	
   

  	
  Assistant SS A

  	
   

  	
  €

  	
  1.808,23

  	
   

  	
  100,00

  	
  %

  	
  1 July 2000

  	
   

  	
   

  	
   

  	
  13 March 1947

  
	
  Subscrip.Service

  	
   

  	
  S.M. Zuurhout

  	
   

  	
  Assistant SS A

  	
   

  	
  €

  	
  1.592,36

  	
   

  	
  100,00

  	
  %

  	
  1 September 2000

  	
   

  	
   

  	
   

  	
  18 May 1979

  
	
  Subscrip.Service

  	
   

  	
  M.E. Bakker

  	
   

  	
  Assistant SS A

  	
   

  	
  €

  	
  1.814,21

  	
   

  	
  100,00

  	
  %

  	
  1 November 2000

  	
   

  	
   

  	
   

  	
  6 May 1969

  
	
  Subscrip.Service

  	
   

  	
  L. Godefrooy

  	
   

  	
  Assistant SS A

  	
   

  	
  €

  	
  1.755,00

  	
   

  	
  63,33

  	
  %

  	
  1 March 2003

  	
   

  	
  29 February 2004

  	
   

  	
  19 October 1961

  
	
  Subscrip.Service

  	
   

  	
  B. Rosendaal

  	
   

  	
  Assistant SS A

  	
   

  	
  €

  	
  1.634,00

  	
   

  	
  100,00

  	
  %

  	
  10 March 2003

  	
   

  	
  9 March 2004

  	
   

  	
  12 January 1973

  
	
  Subscrip.Service

  	
   

  	
  K. van den Hazel-Kerkenaar

  	
   

  	
  Ass.SS/Payments

  	
   

  	
  €

  	
  2.209,83

  	
   

  	
  100,00

  	
  %

  	
  21 June 1976

  	
   

  	
   

  	
   

  	
  14 February 1959

  
	
  Subscrip.Service

  	
   

  	
  M.P. Toonen

  	
   

  	
  Assistant SS A

  	
   

  	
  €

  	
  1.834,63

  	
   

  	
  62,50

  	
  %

  	
  1 March 2001

  	
   

  	
   

  	
   

  	
  2 September 1969

  
	
  Commercial Affairs

  	
   

  	
  H. Westland

  	
   

  	
  Media Order Adm.

  	
   

  	
  €

  	
  2.245,25

  	
   

  	
  55,60

  	
  %

  	
  1 August 1995

  	
   

  	
   

  	
   

  	
  9 September 1972

  
	
  Commercial Affairs

  	
   

  	
  A. van Doorn

  	
   

  	
  Media Order Adm.

  	
   

  	
  €

  	
  2.325,12

  	
   

  	
  44,40

  	
  %

  	
  15 March 1990

  	
   

  	
   

  	
   

  	
  9 January 1968

  
	
  Commercial Affairs

  	
   

  	
  G.L. Lin

  	
   

  	
  Sales prep

  	
   

  	
  €

  	
  2.109,20

  	
   

  	
  88,90

  	
  %

  	
  1 March 2000

  	
   

  	
   

  	
   

  	
  3 July 1975

  
	
  Commercial Affairs

  	
   

  	
  B.J.A. Somers

  	
   

  	
  Media Order Adm.

  	
   

  	
  €

  	
  2.262,34

  	
   

  	
  77,78

  	
  %

  	
  13 November 2000

  	
   

  	
   

  	
   

  	
  26 January 1972

  
	
  Commercial Affairs

  	
   

  	
  A.H. Hall-Bakker

  	
   

  	
  Media Order Adm.

  	
   

  	
  €

  	
  2.276,46

  	
   

  	
  88,90

  	
  %

  	
  1 May 2002

  	
   

  	
  1 January 2004

  	
   

  	
  23 March 1970

  
	
  Commercial Affairs

  	
   

  	
  M.P. Drent

  	
   

  	
  Senior Accountmanager

  	
   

  	
  €

  	
  3.618,17

  	
   

  	
  66,70

  	
  %

  	
  1 June 1998

  	
   

  	
   

  	
   

  	
  8 November 1970

  



 

















 


	
  Commercial Affairs

  	
   

  	
  C. Lam

  	
   

  	
  Senior Accountmanager

  	
   

  	
  €

  	
  3.408,43

  	
   

  	
  100,00

  	
  %

  	
  1 January 2000

  	
   

  	
   

  	
   

  	
  17 June 1969

  
	
  Commercial Affairs

  	
   

  	
  J.F.M. Rademaker

  	
   

  	
  Senior Ass. Intern

  	
   

  	
  €

  	
  2.847,00

  	
   

  	
  100,00

  	
  %

  	
  1 October 1978

  	
   

  	
   

  	
   

  	
  26 February 1955

  
	
  Commercial Affairs

  	
   

  	
  H. van Doorn

  	
   

  	
  Marketing Manager Sales

  	
   

  	
  €

  	
  4.350,00

  	
   

  	
  100,00

  	
  %

  	
  11 November 2002

  	
   

  	
   

  	
   

  	
  30 December 1970

  
	
  Commercial Affairs

  	
   

  	
  M.P.M. Bergs

  	
   

  	
  Commercia Ass.

  	
   

  	
  €

  	
  2.156,25

  	
   

  	
  100,00

  	
  %

  	
  8 July 2002

  	
   

  	
  7 July 2003

  	
   

  	
  16 November 1974

  
	
  Commercial Affairs

  	
   

  	
  E. Wijnberg

  	
   

  	
  Sales Manager

  	
   

  	
  €

  	
  5.001,89

  	
   

  	
  100,00

  	
  %

  	
  1 January 1998

  	
   

  	
   

  	
   

  	
  16 February 1962

  
	
  Commercial Affairs

  	
   

  	
  R. van Kasterop

  	
   

  	
  Accountmanager

  	
   

  	
  €

  	
  3.195,88

  	
   

  	
  100,00

  	
  %

  	
  1 October 2001

  	
   

  	
   

  	
   

  	
  28 April 1969

  
	
  Commercial Affairs

  	
   

  	
  B. Tielenburg

  	
   

  	
  Accountmanager

  	
   

  	
  €

  	
  3.284,23

  	
   

  	
  100,00

  	
  %

  	
  15 February 1999

  	
   

  	
   

  	
   

  	
  14 December 1968

  
	
  Commercial Affairs

  	
   

  	
  M.A.E. Lubbers

  	
   

  	
  Dept. Ass. Advertising

  	
   

  	
  €

  	
  2.815,14

  	
   

  	
  66,66

  	
  %

  	
  1 May 1998

  	
   

  	
   

  	
   

  	
  29 April 1958

  
	
  Commercial Affairs

  	
   

  	
  J.E.F. de Brauwer

  	
   

  	
  Senior Accountmanager

  	
   

  	
  €

  	
  3.618,17

  	
   

  	
  66,70

  	
  %

  	
  1 June 1998

  	
   

  	
   

  	
   

  	
  23 March 1969

  
	
  Editorial

  	
   

  	
  M.G. Kroonbergs

  	
   

  	
  Chief Editor

  	
   

  	
  €

  	
  11.608,74

  	
   

  	
  100,00

  	
  %

  	
  1 January 1983

  	
   

  	
   

  	
   

  	
  17 December 1952

  
	
  Editorial

  	
   

  	
  A.B. Damen

  	
   

  	
  Deputy Chief Editor VM

  	
   

  	
  €

  	
  4.134,10

  	
   

  	
  100,00

  	
  %

  	
  1 June 1994

  	
   

  	
   

  	
   

  	
  25 January 1969

  
	
  Editorial

  	
   

  	
  R.E.N. van Krieken

  	
   

  	
  Editor reporting

  	
   

  	
  €

  	
  2.591,02

  	
   

  	
  60,00

  	
  %

  	
  1 April 1995

  	
   

  	
   

  	
   

  	
  22 May 1969

  
	
  Editorial

  	
   

  	
  J.M.C. Lamers

  	
   

  	
  Editor

  	
   

  	
  €

  	
  3.576,66

  	
   

  	
  100,00

  	
  %

  	
  15 September 1980

  	
   

  	
   

  	
   

  	
  27 June 1953

  
	
  Editorial

  	
   

  	
  A.M. Suwout

  	
   

  	
  Office editor

  	
   

  	
  €

  	
  2.084,60

  	
   

  	
  100,00

  	
  %

  	
  1 April 2000

  	
   

  	
   

  	
   

  	
  13 August 1975

  
	
  Editorial

  	
   

  	
  A.J.M. van Doremalen

  	
   

  	
  Office editor

  	
   

  	
  €

  	
  2.299,27

  	
   

  	
  80,00

  	
  %

  	
  6 November 1995

  	
   

  	
   

  	
   

  	
  10 October 1966

  
	
  Editorial

  	
   

  	
  E.G. Vis

  	
   

  	
  Program editor

  	
   

  	
  €

  	
  2.454,00

  	
   

  	
  66,70

  	
  %

  	
  1 September 1991

  	
   

  	
   

  	
   

  	
  10 December 1962

  
	
  Editorial

  	
   

  	
  A. Weith-Plomp

  	
   

  	
  Chief Editor Satellite

  	
   

  	
  €

  	
  3.219,70

  	
   

  	
  65,30

  	
  %

  	
  1 June 1993

  	
   

  	
   

  	
   

  	
  3 February 1967

  
	
  Editorial

  	
   

  	
  W.P. van Laar

  	
   

  	
  Chief Editor Lifestyle

  	
   

  	
  €

  	
  4.668,00

  	
   

  	
  100,00

  	
  %

  	
  1 February 1993

  	
   

  	
   

  	
   

  	
  17 October 1968

  
	
  Editorial

  	
   

  	
  C.J.A. Siombos

  	
   

  	
  Coordinator Multimedia

  	
   

  	
  €

  	
  2.454,49

  	
   

  	
  88,89

  	
  %

  	
  6 May 2002

  	
   

  	
   

  	
   

  	
  29 June 1971

  
	
  Editorial

  	
   

  	
  N.F.M. Megens

  	
   

  	
  Junior Graphics

  	
   

  	
  €

  	
  1.925,00

  	
   

  	
  100,00

  	
  %

  	
  1 April 2002

  	
   

  	
  31 March 2004

  	
   

  	
  1 July 1976

  
	
  Editorial

  	
   

  	
  D. van Maarschalkerweerd

  	
   

  	
  Graphics/DTP-

  	
   

  	
  €

  	
  2.600,00

  	
   

  	
  88,89

  	
  %

  	
  21 April 2003

  	
   

  	
  20 April 2004

  	
   

  	
  24 September 1970

  
	
  Editorial

  	
   

  	
  H.A. van der Mayj

  	
   

  	
  Graphics/DTP-

  	
   

  	
  €

  	
  3.202,88

  	
   

  	
  88,89

  	
  %

  	
  1 May 2003

  	
   

  	
   

  	
   

  	
  16 August 1955

  
	
  Editorial

  	
   

  	
  I.J. LuMaye Schuld

  	
   

  	
  Programmes

  	
   

  	
  €

  	
  2.294,53

  	
   

  	
  62,50

  	
  %

  	
  1 September 1995

  	
   

  	
   

  	
   

  	
  28 July 1960

  
	
  Editorial

  	
   

  	
  E.W.C.T. Pronk-van Rhijn

  	
   

  	
  Programmes

  	
   

  	
  €

  	
  2.815,14

  	
   

  	
  72,20

  	
  %

  	
  1 August 1986

  	
   

  	
   

  	
   

  	
  3 July 1944

  
	
  Editorial

  	
   

  	
  I.C. Riezebos

  	
   

  	
  Programmes

  	
   

  	
  €

  	
  2.263,85

  	
   

  	
  88,90

  	
  %

  	
  15 July 1998

  	
   

  	
   

  	
   

  	
  6 May 1970

  
	
  Editorial

  	
   

  	
  M.M.J. Rombouts

  	
   

  	
  Programmes

  	
   

  	
  €

  	
  2.263,85

  	
   

  	
  48,60

  	
  %

  	
  1 January 1997

  	
   

  	
   

  	
   

  	
  18 October 1959

  
	
  Editorial

  	
   

  	
  T. Duyns

  	
   

  	
  Programmes

  	
   

  	
  €

  	
  2.033,27

  	
   

  	
  100,00

  	
  %

  	
  1 July 2000

  	
   

  	
   

  	
   

  	
  31 July 1968

  
	
  Editorial

  	
   

  	
  R.S. Meuwsen

  	
   

  	
  Programmes

  	
   

  	
  €

  	
  1.916,36

  	
   

  	
  66,67

  	
  %

  	
  20 November 2000

  	
   

  	
   

  	
   

  	
  28 August 1976

  
	
  Editorial

  	
   

  	
  D.J. Burger

  	
   

  	
  Program editor

  	
   

  	
  €

  	
  1.913,46

  	
   

  	
  11,10

  	
  %

  	
  3 February 2001

  	
   

  	
   

  	
   

  	
  26 September 1977

  
	
  Editorial

  	
   

  	
  R.J. Muller

  	
   

  	
  Editor in chief

  	
   

  	
  €

  	
  3.194,55

  	
   

  	
  100,00

  	
  %

  	
  1 June 2000

  	
   

  	
   

  	
   

  	
  10 February 1968

  
	
  Editorial

  	
   

  	
  S.R. Bechan

  	
   

  	
  Trainee

  	
   

  	
  €

  	
  0,00

  	
   

  	
  100,00

  	
  %

  	
  17 March 2003

  	
   

  	
  12 June 2003

  	
   

  	
  1 June 1975

  



 

















 


	
  Editorial

  	
   

  	
  J.M.J.W. Stuivenberg

  	
   

  	
  Editorial Secr.

  	
   

  	
  €

  	
  1.920,02

  	
   

  	
  88,89

  	
  %

  	
  1 September 2000

  	
   

  	
   

  	
   

  	
  3 July 1963

  
	
  Editorial

  	
   

  	
  J. Leemans

  	
   

  	
  Editorial Secr.

  	
   

  	
  €

  	
  2.037,46

  	
   

  	
  55,56

  	
  %

  	
  1 June 1998

  	
   

  	
   

  	
   

  	
  28 March 1972

  
	
  Editorial

  	
   

  	
  R.A. Meun

  	
   

  	
  Archive Ass.

  	
   

  	
  €

  	
  2.207,18

  	
   

  	
  100,00

  	
  %

  	
  15 January 1976

  	
   

  	
   

  	
   

  	
  28 February 1957

  
	
  Editorial

  	
   

  	
  Y.B. Bitter-van den Berg

  	
   

  	
  Archive Ass.

  	
   

  	
  €

  	
  1.894,45

  	
   

  	
  55,60

  	
  %

  	
  1 September 1989

  	
   

  	
   

  	
   

  	
  1 September 1959

  
	
  Editorial

  	
   

  	
  D. de Jong

  	
   

  	
  Techn. Coord. Graphics

  	
   

  	
  €

  	
  1.850,00

  	
   

  	
  84,40

  	
  %

  	
  3 October 2002

  	
   

  	
  2 June 2004

  	
   

  	
  21 November 1979

  
	
  Editorial

  	
   

  	
  K.J. Spapens

  	
   

  	
  Techn. Coord. Graphics

  	
   

  	
  €

  	
  2.832,73

  	
   

  	
  100,00

  	
  %

  	
  27 September 1999

  	
   

  	
   

  	
   

  	
  4 September 1970

  
	
  Editorial

  	
   

  	
  P.E.M. van Os

  	
   

  	
  Programmes.

  	
   

  	
  €

  	
  2.815,14

  	
   

  	
  84,40

  	
  %

  	
  4 February 1976

  	
   

  	
   

  	
   

  	
  7 October 1950

  
	
  Editorial

  	
   

  	
  L. Rijff

  	
   

  	
  Editor

  	
   

  	
  €

  	
  3.919,92

  	
   

  	
  100,00

  	
  %

  	
  1 May 1985

  	
   

  	
   

  	
   

  	
  24 August 1944

  
	
  Editorial

  	
   

  	
  N. Kaptijn

  	
   

  	
  Editor

  	
   

  	
  €

  	
  2.062,62

  	
   

  	
  84,44

  	
  %

  	
  13 June 2000

  	
   

  	
   

  	
   

  	
  9 January 1975

  
	
  Editorial

  	
   

  	
  E.E. Litz

  	
   

  	
  Editor

  	
   

  	
  €

  	
  2.209,72

  	
   

  	
  100,00

  	
  %

  	
  1 March 1999

  	
   

  	
   

  	
   

  	
  21 September 1976

  
	
  Editorial

  	
   

  	
  R.H. Kampers

  	
   

  	
  Editor reporting

  	
   

  	
  €

  	
  3.506,33

  	
   

  	
  66,67

  	
  %

  	
  1 January 1984

  	
   

  	
   

  	
   

  	
  11 February 1961

  
	
  Editorial

  	
   

  	
  H.F.W.J. de Goeij

  	
   

  	
  Editor reporting

  	
   

  	
  €

  	
  2.501,23

  	
   

  	
  100,00

  	
  %

  	
  6 November 1995

  	
   

  	
   

  	
   

  	
  14 September 1968

  
	
  Editorial

  	
   

  	
  B.J.H.H. Janssen

  	
   

  	
  Editor reporting

  	
   

  	
  €

  	
  2.485,88

  	
   

  	
  63,30

  	
  %

  	
  6 November 1995

  	
   

  	
   

  	
   

  	
  29 August 1969

  
	
  Editorial

  	
   

  	
  M.A. Ketzer

  	
   

  	
  Junior Editor

  	
   

  	
  €

  	
  2.364,62

  	
   

  	
  88,90

  	
  %

  	
  1 July 1999

  	
   

  	
   

  	
   

  	
  18 April 1965

  
	
  Marketing

  	
   

  	
  L.A. Hummel

  	
   

  	
  Head of Marketing

  	
   

  	
  €

  	
  4.612,43

  	
   

  	
  84,40

  	
  %

  	
  1 April 2002

  	
   

  	
   

  	
   

  	
  7 June 1964

  
	
  Marketing

  	
   

  	
  K. Kroes

  	
   

  	
  Mag manager gen.

  	
   

  	
  €

  	
  3.022,79

  	
   

  	
  100,00

  	
  %

  	
  1 September 2000

  	
   

  	
   

  	
   

  	
  31 July 1975

  
	
  Marketing

  	
   

  	
  E.W. van der Neut

  	
   

  	
  Marketing Ass.

  	
   

  	
  €

  	
  2.257,33

  	
   

  	
  100,00

  	
  %

  	
  1 September 2001

  	
   

  	
   

  	
   

  	
  4 August 1976

  
	
  Marketing

  	
   

  	
  N. Hamoen

  	
   

  	
  Marketing Ass.

  	
   

  	
  €

  	
  2.000,00

  	
   

  	
  100,00

  	
  %

  	
  1 March 2003

  	
   

  	
  29 February 2004

  	
   

  	
  7 March 1980

  
	
  Marketing

  	
   

  	
  A. van Veldhoven

  	
   

  	
  VM Manager

  	
   

  	
  €

  	
  3.548,69

  	
   

  	
  100,00

  	
  %

  	
  1 November 1999

  	
   

  	
   

  	
   

  	
  5 March 1969

  
	
  Board of Dir

  	
   

  	
  M. Tulen

  	
   

  	
  Director Publishing

  	
   

  	
  €

  	
  16.063,92

  	
   

  	
  100,00

  	
  %

  	
  1 January 1980

  	
   

  	
   

  	
   

  	
  23 June 1944

  
	
  Board of Dir

  	
   

  	
  M. ten Holte

  	
   

  	
  Director Publishing

  	
   

  	
  €

  	
  7.753,00

  	
   

  	
  100,00

  	
  %

  	
  1 July 2002

  	
   

  	
   

  	
   

  	
  18 June 1964

  
	
  Board of Dir

  	
   

  	
  A.D. Audhoe-Ramtahalsing

  	
   

  	
  Mgt. Ass. Dir

  	
   

  	
  €

  	
  5.805,03

  	
   

  	
  100,00

  	
  %

  	
  1 May 1995

  	
   

  	
   

  	
   

  	
  17 April 1967

  
	
  Board of Dir

  	
   

  	
  F.G. Kadirbaks

  	
   

  	
  Mgt. Ass. Dir

  	
   

  	
  €

  	
  2.847,00

  	
   

  	
  100,00

  	
  %

  	
  13 July 2000

  	
   

  	
   

  	
   

  	
  2 May 1969

  



 

















 


	
   

  	
   

  	
  Replacements

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Facilities

  	
   

  	
  I. van Beek-Brouwer

  	
   

  	
  Tel./Receptionist

  	
   

  	
  €

  	
  1.786,58

  	
   

  	
  62,50

  	
  %

  	
  1 December 1997

  	
   

  	
   

  	
   

  	
  3 November 1963

  
	
  Finance

  	
   

  	
  D.T. Bunt

  	
   

  	
  Ass. Finance

  	
   

  	
  €

  	
  1.925,07

  	
   

  	
  100,00

  	
  %

  	
  17 July 1989

  	
   

  	
   

  	
   

  	
  3 October 1967

  
	
  HR

  	
   

  	
  J.L.L. Duymelink

  	
   

  	
  HR executive

  	
   

  	
  €

  	
  3.612,97

  	
   

  	
  100,00

  	
  %

  	
  1 September 2000

  	
   

  	
   

  	
   

  	
  19 June 1970

  
	
  ICT

  	
   

  	
  T.J. Halm

  	
   

  	
  OfficeManager ICT

  	
   

  	
  €

  	
  2.454,44

  	
   

  	
  100,00

  	
  %

  	
  1 April 2000

  	
   

  	
   

  	
   

  	
  19 April 1972

  
	
  Finance

  	
   

  	
  J.J. Hofman

  	
   

  	
  Ass. Finance

  	
   

  	
  €

  	
  2.417,72

  	
   

  	
  100,00

  	
  %

  	
  1 July 1982

  	
   

  	
   

  	
   

  	
  1 August 1959

  
	
  Facilities

  	
   

  	
  A. Klaassen

  	
   

  	
  Senior Ass. Facilities

  	
   

  	
  €

  	
  2.150,00

  	
   

  	
  100,00

  	
  %

  	
  1 August 1989

  	
   

  	
   

  	
   

  	
  1 November 1967

  
	
  Facilities

  	
   

  	
  E. van Leeuwen-Fransen

  	
   

  	
  Tel./Receptionist

  	
   

  	
  €

  	
  1.806,68

  	
   

  	
  92,36

  	
  %

  	
  13 March 2000

  	
   

  	
   

  	
   

  	
  19 July 1956

  
	
  ICT

  	
   

  	
  D. Neuman

  	
   

  	
  System Engineer

  	
   

  	
  €

  	
  2.700,00

  	
   

  	
  100,00

  	
  %

  	
  1 October 2002

  	
   

  	
   

  	
   

  	
  17 December 1977

  
	
  ICT

  	
   

  	
  D. Noom

  	
   

  	
  Project/Appl. Man.

  	
   

  	
  €

  	
  3.700,00

  	
   

  	
  100,00

  	
  %

  	
  1 February 2003

  	
   

  	
  31 January 2004

  	
   

  	
  29 July 1972

  
	
  Finance

  	
   

  	
  E.J. Porochina

  	
   

  	
  Ass. Finance

  	
   

  	
  €

  	
  2.000,00

  	
   

  	
  100,00

  	
  %

  	
  9 January 2003

  	
   

  	
  8 January 2004

  	
   

  	
  22 March 1977

  
	
  ICT

  	
   

  	
  M. Reijenga

  	
   

  	
  Project/Appl. Man.

  	
   

  	
  €

  	
  3.717,15

  	
   

  	
  88,90

  	
  %

  	
  1 October 2000

  	
   

  	
   

  	
   

  	
  15 May 1966

  
	
  ICT

  	
   

  	
  C.E.N. Scholing

  	
   

  	
  Techn. Applications Supervisor

  	
   

  	
  €

  	
  3.250,00

  	
   

  	
  100,00

  	
  %

  	
  1 September 2002

  	
   

  	
   

  	
   

  	
  25 December 1975

  
	
  ICT

  	
   

  	
  L.D. Scholten

  	
   

  	
  System Engineer

  	
   

  	
  €

  	
  3.821,63

  	
   

  	
  88,88

  	
  %

  	
  1 November 1998

  	
   

  	
   

  	
   

  	
  30 August 1954

  
	
  HR

  	
   

  	
  C.M.M. Schouten-Rademaker

  	
   

  	
  Ass. HR

  	
   

  	
  €

  	
  3.353,91

  	
   

  	
  55,60

  	
  %

  	
  1 November 1984

  	
   

  	
   

  	
   

  	
  11 November 1961

  
	
  Finance

  	
   

  	
  I. van der Vecht

  	
   

  	
  Senior Ass. Finance

  	
   

  	
  €

  	
  2.454,00

  	
   

  	
  66,70

  	
  %

  	
  1 January 2002

  	
   

  	
   

  	
   

  	
  20 June 1971

  
	
  Facilities

  	
   

  	
  J. Veerman-Luiks

  	
   

  	
  Tel./Receptionist

  	
   

  	
  €

  	
  1.856,40

  	
   

  	
  50,00

  	
  %

  	
  1 March 2003

  	
   

  	
  29 February 2004

  	
   

  	
  29 September 1965

  
	
  ICT

  	
   

  	
  R.G. Veldhuis

  	
   

  	
  System Engineer

  	
   

  	
  €

  	
  3.205,72

  	
   

  	
  100,00

  	
  %

  	
  1 October 2000

  	
   

  	
   

  	
   

  	
  19 August 1971

  
	
  ICT

  	
   

  	
  J.P.C. Verschoor

  	
   

  	
  System Engineer

  	
   

  	
  €

  	
  2.947,48

  	
   

  	
  100,00

  	
  %

  	
  1 January 2000

  	
   

  	
   

  	
   

  	
  4 July 1969

  
	
  Facilities

  	
   

  	
  W. Visser

  	
   

  	
  Ass. Facilities

  	
   

  	
  €

  	
  3.149,94

  	
   

  	
  100,00

  	
  %

  	
  1 May 1987

  	
   

  	
   

  	
   

  	
  22 April 1951

  
	
  Finance

  	
   

  	
  N. Webbers-Jacobs

  	
   

  	
  Coord. Finance

  	
   

  	
  €

  	
  3.112,68

  	
   

  	
  66,67

  	
  %

  	
  15 July 2000

  	
   

  	
   

  	
   

  	
  31 May 1972

  
	
  Finance

  	
   

  	
  S.R. Weststrate

  	
   

  	
  Senior Ass. Finance

  	
   

  	
  €

  	
  2.268,90

  	
   

  	
  100,00

  	
  %

  	
  1 July 2002

  	
   

  	
   

  	
   

  	
  3 October 1979

  
	
  HR

  	
   

  	
  M.Y. Weteringe

  	
   

  	
  Ass. P&O

  	
   

  	
  €

  	
  3.353,91

  	
   

  	
  63,30

  	
  %

  	
  1 June 1990

  	
   

  	
   

  	
   

  	
  12 September 1961

  
	
  HR

  	
   

  	
  P. Wildschut-van Asselt

  	
   

  	
  Payroll admin.

  	
   

  	
  €

  	
  2.454,00

  	
   

  	
  55,60

  	
  %

  	
  1 February 2001

  	
   

  	
   

  	
   

  	
  14 July 1969

  
	
  ICT

  	
   

  	
  M. Zuidema

  	
   

  	
  Project ass. ICT

  	
   

  	
  €

  	
  2.075,90

  	
   

  	
  100,00

  	
  %

  	
  26 October 1998

  	
   

  	
   

  	
   

  	
  25 March 1972

  



 

















 


Annex 7.1 (Uitgeverij): CAO / bonus regulations


 


There are no individual terms of employment
in deviation of the following CAO and bonus regulations apart from:


- Verbal agreement with M. Kroonbergs to whom
a car with driver is provided


 

















 


Annex 7.1 (Digitaal)


 


	
  Department

  	
   

  	
  Name

  	
   

  	
  Function

  	
   

  	
  Salary

  (fulltime)

  	
   

  	
  FTE-factor

  	
   

  	
  Start
  Date

  	
   

  	
  Contract
  End

  Date

  	
   

  	
  Date
  of Birth

  
	
  Veronica Digitaal

  	
   

  	
  K.J. Molenaar-Tervoort

  	
   

  	
  Project Manager

  	
   

  	
  €

  	
  2.725,53

  	
   

  	
  100,00

  	
  %

  	
  17 July 2000

  	
   

  	
   

  	
   

  	
  3 May 1972

  
	
  Veronica Digitaal

  	
   

  	
  L. Hoogland

  	
   

  	
  Project Manager

  	
   

  	
  €

  	
  2.608,61

  	
   

  	
  100,00

  	
  %

  	
  7 May 2001

  	
   

  	
   

  	
   

  	
  7 October 1974

  
	
  Veronica Digitaal

  	
   

  	
  E. de Boorder

  	
   

  	
  Web designer

  	
   

  	
  €

  	
  2.034,76

  	
   

  	
  100,00

  	
  %

  	
  25 February 2002

  	
   

  	
   

  	
   

  	
  30 July 1978

  
	
  Veronica Digitaal

  	
   

  	
  C.B. Anthonio

  	
   

  	
  Web editor

  	
   

  	
  €

  	
  2.160,34

  	
   

  	
  100,00

  	
  %

  	
  1 June 2001

  	
   

  	
   

  	
   

  	
  27 June 1974

  
	
  Veronica Digitaal

  	
   

  	
  R.J. Siebe

  	
   

  	
  Web editor

  	
   

  	
  €

  	
  2.196,75

  	
   

  	
  100,00

  	
  %

  	
  1 June 2000

  	
   

  	
   

  	
   

  	
  1 February 1973

  
	
  Veronica Digitaal

  	
   

  	
  R.I.S. Schaaphok

  	
   

  	
  Web editor

  	
   

  	
  €

  	
  2.235,95

  	
   

  	
  100,00

  	
  %

  	
  1 November 1999

  	
   

  	
   

  	
   

  	
  15 May 1973

  
	
  Veronica Digitaal

  	
   

  	
  J.P.L. Verkroost

  	
   

  	
  Business Unit Mgr

  	
   

  	
  €

  	
  5.891,60

  	
   

  	
  100,00

  	
  %

  	
  1 March 2002

  	
   

  	
   

  	
   

  	
  14 August 1968

  
	
  Veronica Digitaal

  	
   

  	
  P.F. van Gelder

  	
   

  	
  Sales Manager Dig

  	
   

  	
  €

  	
  3.870,02

  	
   

  	
  100,00

  	
  %

  	
  1 May 2001

  	
   

  	
   

  	
   

  	
  17 March 1972

  
	
  Veronica Digitaal

  	
   

  	
  N.A. Peek

  	
   

  	
  Chief Ed.Digitaal

  	
   

  	
  €

  	
  2.266,00

  	
   

  	
  100,00

  	
  %

  	
  1 November 1999

  	
   

  	
   

  	
   

  	
  30 June 1975

  
	
  Veronica Digitaal

  	
   

  	
  A. van Slooten

  	
   

  	
  Head Technique

  	
   

  	
  €

  	
  4.120,00

  	
   

  	
  100,00

  	
  %

  	
  22 April 2002

  	
   

  	
   

  	
   

  	
  30 November 1973

  
	
  Veronica Digitaal

  	
   

  	
  E. Vedder

  	
   

  	
  Mark. & Comm. Mgr.

  	
   

  	
  €

  	
  2.230,01

  	
   

  	
  100,00

  	
  %

  	
  17 August 2000

  	
   

  	
   

  	
   

  	
  30 August 1975

  
	
  Veronica Digitaal

  	
   

  	
  A. van den Berghe

  	
   

  	
  Commercial Ass.

  	
   

  	
  €

  	
  1.650,00

  	
   

  	
  44,40

  	
  %

  	
  6 September 2002

  	
   

  	
  5 September 2003

  	
   

  	
  4 March 1969

  
	
  Veronica Digitaal

  	
   

  	
  A.N. Dooijes

  	
   

  	
  Art Director Digitaal

  	
   

  	
  €

  	
  2.683,16

  	
   

  	
  100,00

  	
  %

  	
  6 July 1998

  	
   

  	
   

  	
   

  	
  24 April 1974

  
	
  Veronica Digitaal

  	
   

  	
  H.P. Teunisse

  	
   

  	
  Web Editor

  	
   

  	
  €

  	
  1.966,50

  	
   

  	
  100,00

  	
  %

  	
  1 October 1999

  	
   

  	
   

  	
   

  	
  26 June 1979

  
	
  Veronica Digitaal

  	
   

  	
  R.E.N. van Krieken

  	
   

  	
  Web Editor

  	
   

  	
  €

  	
  2.587,80

  	
   

  	
  40,00

  	
  %

  	
  1 February 2000

  	
   

  	
   

  	
   

  	
  22 May 1969

  
	
  Veronica Digitaal

  	
   

  	
  M.J.D. van Dam

  	
   

  	
  Chief Editor Digitaal

  	
   

  	
  €

  	
  2.581,02

  	
   

  	
  100,00

  	
  %

  	
  1 August 2000

  	
   

  	
   

  	
   

  	
  13 June 1976

  
	
  Veronica Digitaal

  	
   

  	
  M. Dornseiffen

  	
   

  	
  Programmer

  	
   

  	
  €

  	
  2.300,00

  	
   

  	
  88,89

  	
  %

  	
  29 January 2001

  	
   

  	
   

  	
   

  	
  4 March 1980

  
	
  Veronica Digitaal

  	
   

  	
  B. Straver

  	
   

  	
  Web designer

  	
   

  	
  €

  	
  2.136,58

  	
   

  	
  100,00

  	
  %

  	
  18 September 1995

  	
   

  	
   

  	
   

  	
  18 December 1974

  



 

















 


Annex 7.1 (Digitaal): CAO / bonus regulations


 

















 


Annex 7.1 (Litho)


 


	
  Department

  	
   

  	
  Name

  	
   

  	
  Function

  	
   

  	
  Salary

  (fulltime)

  	
   

  	
  FTE-factor

  	
   

  	
  Start
  Date

  	
   

  	
  Contract
  End

  Date

  	
   

  	
  Date
  of Birth

  
	
  Veronica Litho

  	
   

  	
  A. van Angeren

  	
   

  	
  Director Litho

  	
   

  	
  €

  	
  13.225,50

  	
   

  	
  100,00

  	
  %

  	
  1 May 1994

  	
   

  	
   

  	
   

  	
  17 April 1945

  
	
  Veronica Litho

  	
   

  	
  J.D. Voogd

  	
   

  	
  Gen Manager

  	
   

  	
  €

  	
  4.652,73

  	
   

  	
  100,00

  	
  %

  	
  9 October 1995

  	
   

  	
   

  	
   

  	
  10 July 1962

  
	
  Veronica Litho

  	
   

  	
  R.J.W. Vermeulen

  	
   

  	
  Ass. GM

  	
   

  	
  €

  	
  3.576,26

  	
   

  	
  100,00

  	
  %

  	
  1 January 1998

  	
   

  	
   

  	
   

  	
  20 August 1961

  
	
  Veronica Litho

  	
   

  	
  N. Sondaar

  	
   

  	
  Office Manager

  	
   

  	
  €

  	
  2.423,99

  	
   

  	
  72,22

  	
  %

  	
  16 October 2000

  	
   

  	
   

  	
   

  	
  14 May 1977

  
	
  Veronica Litho

  	
   

  	
  A.C. van de Kamp

  	
   

  	
  Office Manager

  	
   

  	
  €

  	
  2.943,96

  	
   

  	
  55,60

  	
  %

  	
  1 October 1994

  	
   

  	
   

  	
   

  	
  8 August 1967

  
	
  Veronica Litho

  	
   

  	
  A.M. den Hollander

  	
   

  	
  Tel./Receptionist

  	
   

  	
  €

  	
  1.885,34

  	
   

  	
  100,00

  	
  %

  	
  1 July 2002

  	
   

  	
  31 December 2003

  	
   

  	
  18 July 1967

  
	
  Veronica Litho

  	
   

  	
  C.M.J. Scholten-van Gennip

  	
   

  	
  Restaurant Manager

  	
   

  	
  €

  	
  1.883,51

  	
   

  	
  66,70

  	
  %

  	
  1 March 1998

  	
   

  	
   

  	
   

  	
  25 March 1949

  
	
  Veronica Litho

  	
   

  	
  W.L. Huiskes

  	
   

  	
  DTP-

  	
   

  	
  €

  	
  1.661,44

  	
   

  	
  100,00

  	
  %

  	
  1 July 2000

  	
   

  	
   

  	
   

  	
  2 September 1978

  
	
  Veronica Litho

  	
   

  	
  E. Herber

  	
   

  	
  DTP-

  	
   

  	
  €

  	
  2.935,49

  	
   

  	
  100,00

  	
  %

  	
  1 November 1994

  	
   

  	
   

  	
   

  	
  2 March 1968

  
	
  Veronica Litho

  	
   

  	
  M. Schipper

  	
   

  	
  DTP-

  	
   

  	
  €

  	
  2.621,12

  	
   

  	
  100,00

  	
  %

  	
  1 January 2000

  	
   

  	
   

  	
   

  	
  22 April 1969

  
	
  Veronica Litho

  	
   

  	
  R. Haarmans

  	
   

  	
  DTP-

  	
   

  	
  €

  	
  2.849,88

  	
   

  	
  100,00

  	
  %

  	
  18 November 1996

  	
   

  	
   

  	
   

  	
  20 May 1963

  
	
  Veronica Litho

  	
   

  	
  D. Douze

  	
   

  	
  DTP-

  	
   

  	
  €

  	
  2.849,88

  	
   

  	
  100,00

  	
  %

  	
  1 October 1996

  	
   

  	
   

  	
   

  	
  17 February 1968

  
	
  Veronica Litho

  	
   

  	
  S.A.C. Sliep-Cozijnsen

  	
   

  	
  DTP-

  	
   

  	
  €

  	
  2.738,28

  	
   

  	
  55,60

  	
  %

  	
  1 August 1995

  	
   

  	
   

  	
   

  	
  26 January 1971

  
	
  Veronica Litho

  	
   

  	
  E. van Dijk

  	
   

  	
  DTP-

  	
   

  	
  €

  	
  2.849,88

  	
   

  	
  100,00

  	
  %

  	
  17 October 1994

  	
   

  	
   

  	
   

  	
  5 April 1966

  
	
  Veronica Litho

  	
   

  	
  A.G. Heirath

  	
   

  	
  DTP-

  	
   

  	
  €

  	
  1.744,48

  	
   

  	
  100,00

  	
  %

  	
  10 August 1999

  	
   

  	
   

  	
   

  	
  9 June 1978

  
	
  Veronica Litho

  	
   

  	
  R. Jansen

  	
   

  	
  Scan Operator

  	
   

  	
  €

  	
  2.849,88

  	
   

  	
  100,00

  	
  %

  	
  1 May 1998

  	
   

  	
   

  	
   

  	
  7 June 1967

  
	
  Veronica Litho

  	
   

  	
  F.J. Morhee

  	
   

  	
  Scan Operator

  	
   

  	
  €

  	
  2.849,88

  	
   

  	
  100,00

  	
  %

  	
  16 August 1995

  	
   

  	
   

  	
   

  	
  2 August 1962

  
	
  Veronica Litho

  	
   

  	
  Th. Pijper

  	
   

  	
  Scan Operator

  	
   

  	
  €

  	
  2.972,27

  	
   

  	
  100,00

  	
  %

  	
  1 November 1994

  	
   

  	
   

  	
   

  	
  4 April 1946

  
	
  Veronica Litho

  	
   

  	
  W.M.S. de Groot

  	
   

  	
  Scan Prep.

  	
   

  	
  €

  	
  1.502,03

  	
   

  	
  100,00

  	
  %

  	
  1 June 2001

  	
   

  	
   

  	
   

  	
  31 January 1981

  
	
  Veronica Litho

  	
   

  	
  S.P. van der Vegt

  	
   

  	
  Trainee

  	
   

  	
  €

  	
  0,00

  	
   

  	
  80,00

  	
  %

  	
  3 February 2003

  	
   

  	
  27 June 2003

  	
   

  	
  6 May 1985

  
	
  Concept Design

  	
   

  	
  A.L.E. Arriens

  	
   

  	
  Art Director

  	
   

  	
  €

  	
  5.369,19

  	
   

  	
  80,00

  	
  %

  	
  17 August 1998

  	
   

  	
   

  	
   

  	
  18 June 1958

  
	
  Concept Design

  	
   

  	
  R.T. Hordijk

  	
   

  	
  Graphics

  	
   

  	
  €

  	
  2.670,27

  	
   

  	
  100,00

  	
  %

  	
  1 May 2001

  	
   

  	
   

  	
   

  	
  1 June 1969

  
	
  Concept Design

  	
   

  	
  M. van der Wal

  	
   

  	
  Graphics

  	
   

  	
  €

  	
  2.456,91

  	
   

  	
  100,00

  	
  %

  	
  1 August 1999

  	
   

  	
   

  	
   

  	
  28 March 1975

  
	
  Concept Design

  	
   

  	
  I. Bergveld

  	
   

  	
  Graphics

  	
   

  	
  €

  	
  2.507,45

  	
   

  	
  100,00

  	
  %

  	
  1 December 1998

  	
   

  	
   

  	
   

  	
  22 November 1971

  
	
  Concept Design

  	
   

  	
  K. Kleijn

  	
   

  	
  Trainee

  	
   

  	
  €

  	
  0,00

  	
   

  	
  100,00

  	
  %

  	
  2 September 2002

  	
   

  	
  27 June 2003

  	
   

  	
  1 June 1982

  



 

















 


Annex 7.1 (Litho): CAO / bonus regulations


 


There are no individual terms of employment
in deviation of the following CAO and bonus regulations apart from:


•                  The
bonus and pension agreements with T. van Angeren


 

















 


Annex 7.1 (i)(ii) (Televisie)


 


	
  Televisie (nog in gesprek
  met SBS)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Productions TV

  	
   

  	
  P. Hoogendoorn

  	
   

  	
  Director TV

  	
   

  	
  €

  	
  9.243,36 

  	
   

  	
  100,00

  	
  %

  	
  1 December 1982

  	
   

  	
   

  	
   

  	
  6 July 1961

  
	
  Facilities

  	
   

  	
  F.B.A.M. Stevens

  	
   

  	
  Ass. Facilities

  	
   

  	
  €

  	
  1.600,00 

  	
   

  	
  100,00

  	
  %

  	
  14 April 2003

  	
   

  	
  13 April 2004

  	
   

  	
  4 October 1978

  
	
  Productions TV

  	
   

  	
  J. van Rooijen

  	
   

  	
  Broadcast Manager

  	
   

  	
  €

  	
  4.250,00 

  	
   

  	
  100,00

  	
  %

  	
  1 August 2002

  	
   

  	
   

  	
   

  	
  8 March 1971

  



 

















 


Annex 7.2 (a) (Uitgeverij):
Freelancers


 


•                                          F. Kraijenveld, contract no. JZ/P&O/HD/106, April 4, 2003
(graphic design editor)


 

















 


Annex 7.3 (b) (Uitgeverij)


 


There has been a strike action on 27
March 2003 under the employees of the Company.


 

















 


 


Annex 7.4 (uitgeverij)


 


ENGLISH SUMMARY


 


of Annex 7.4 (Uitgeverij) to


the Agreement for Transfer of the
Share Capital of Veronica Uitgeverij B.V. against Issue of SBS Shares,

dated September 1, 2003, between Veronica Holding B.V. and SBS Broadcasting
B.V.


 


PENSION AGREEMENT


between
Veronica Uitgeverij B.V. (the “Participant”) and the Foundation Branch Pension
Fund for Media PNO

(Stichting Bedrijfstakpensioenfonds voor de
Media PNO) (the “Fund”), dated February 6, 2002.


 


Provisions (including material and other
provisions):


•                  the legal relation
between the Fund and each participant to the Fund, will as much as possible be
codified identically to this agreement.


•                  The statutes, rules and
regulations of the Fund form part of the agreement.


•                  The Participant obliges
itself to report all employees that qualify for participation, to the Fund, and
undertakes to perform all obligations resulting from the Fund’s statutes, rules
and regulations.


•                  The Fund undertakes to
accept all qualifying employees as participants to the pension fund, and to
comply with all provisions of the Fund’s statutes, rules and regulations.


•                  The Participant will
pay its share in administration costs via a surcharge included in the premium.


•                  The Participant will in
writing, provide the Fund with all personnel information required to fulfill
its duties, including information and applicable file forms provided by the
Fund, including information with respect to:

a. an appointment;

b. a dismissal;

c. a change in the annual base salary and/or part-time percentage;

d. a change of address or family situation;

e. an entitlement to social security;

f. an entitlement to a base salary related redundancy payment;

g. parental/maternity leave.


•                  The Fund will provide,
at least once annually, an overview of the base salaries and part-time
percentages per December 31. The Participant undertakes to sign such
overview for approval (or provide written comments) within 7 days as of receipt
of the overview.


•                  The Participant is held
to pay all annual premiums in advance at January 1. In case the premium
cannot be established, the Fund will charge an estimated amount. If the
estimated premium is not paid within 14 days after notification by the Fund,
interest will be due. The advanced payment of premium, as well as the payment
of the final annual premium, will be taken care off within the delays provided
for in the Pension and Savings Act.


•                  Premiums will due until
the first day of the month in which the participating employee reaches the age
of 60. In case of death, the premium will be due until the end of the month in
which the employee died. In case of disablement, the premium will be due until
the start date of the right to disablement pension. In any other circumstance
of termination of the employment, the premium will be due until the date of
termination of the employment.


•                  The Participant is
obligated to provide the Fund each year, within 4 months after the end of its
book year, with a statement regarding the supervision of the administrative
base data and compliance with the financial obligations contained in the
agreement. Such statement will be provided by the responsible accountant and
will be made in conformity with the model provided by the Fund.


•                  The status of
Participant will terminate through termination of the agreement. Any
outstanding premium payments need to be paid promptly upon termination.
Resignation from the Fund is possible subject to the Participant providing an
indemnification to the Fund for any insurance disadvantage. A collective
value-transfer of the pension entitlements of the employees of the resigning
Participant is possible subject to the provision of the aforementioned
indemnification.


•                  The Participant is
obligated to enter into an agreement with the Fund regarding a maximization of
the pension base of employees that directly or indirectly, hold at least 10% of
the issued and outstanding capital in a participating company.


•                  The agreement and any
disputes in relation therewith, are subject to Dutch law.


•                  The agreement starts at
March 1, 2001 and will remain in force until September 30, 2002.
Unless either party provides written notice of termination at least 3 months
before the end of the period, the agreement will automatically be renewed for
5-year periods.


•                  The agreement will in
any event terminate in case of liquidation of the Fund.