TELETYPOS TELEVISION PROGRAMMES S.A. “MEGA...

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TELETYPOS TELEVISION PROGRAMMES S.A. “MEGA CHANNEL - GREECE” FINANCIAL STATEMENTS (1 st January 2014 31 st December 2014)

Transcript of TELETYPOS TELEVISION PROGRAMMES S.A. “MEGA...

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

FINANCIAL STATEMENTS

(1st

January 2014 – 31st December 2014)

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CONTENTS Pages

BOARD OF DIRECTORS’ ANNUAL REPORT 1-24

AUDITOR’S REPORT 25-26

STATEMENT OF COMPREHENSIVE INCOME 27-28

STATEMENT OF FINANCIAL POSITION 29

STATEMENT OF CHANGES IN EQUITY 30

STATEMENT OF CASH FLOW 31

1. GENERAL INFORMATION 32-33

2. ADOPTION OF NEW AND REVISED INTERNATIONAL FINANCIAL

REPORTING STANDARDS

2.1 New and amended standards adopted by the Group / the Company 34

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

and have not been adopted early by the Group/the Company 35-37

3. SIGNIFICANT ACCOUNTING POLICIES 38

3.1. Statement of compliance 38

3.2. Historical cost convention 38

3.3. Investments in associates 38

3.4. Foreign currency transactions and balances 38-39

3.5. Borrowing Costs 39

3.6. Programme and film rights 40

3.6.1. Self-owned television programmes 40

3.6.2. Licensed third parties’ TV programmes 40

3.7. Depreciation and Amortisation 41

3.8. Taxation 42

3.9. Inventories 43

3.10. Provisions 43

3.11. Revenues recognition 43

3.12. Impairment of assets 43

3.13. Trade receivables 43

3.14. Investments 44

3.15. Cash and cash equivalents 44

3.16. Bank Loans 44

3.17. Trade creditors 44

3.18. Patents and trademarks 45

3.19. Retirements benefits 45

3.20. Factoring 45

4. SEGMENT INFORMATION 46

5. FINANCIAL ASSETS 46

5.1.Financial assets 46

5.1.1 Financial assets at fair value through profit or loss 46

5.1.2 Held-to-maturity investments 46

5.1.3 Available-for-sale financial assets 46

5.1.4 Loans and receivables 47

5.1.5 Impairment of financial assets 47

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5.2.Financial liabilities and equity instruments issued by the Group 47

5.2.1 Equity instruments 47

5.2.2 Financial liabilities 47

5.2.2.1 Financial liabilities at fair value through profit and loss 47

5.2.2.2 Other financial liabilities 48

5.3.Derivative financial instruments 48

6. CRITICAL ACCOUNTING JUDGMENTS AND MANAGEMENT’S ESTIMATION 49

7. DIVIDENDS 49

8. REVENUE 50

9. OPERATING EXPENSES 50-51

10. OTHER EXPENSES 51

11. OTHER INCOME 51

12. TAXATION 52-53

13. INTANGIBLE ASSETS-PROGRAMME RIGHTS 54

14. TANGIBLE ASSETS 55

15. INVESTMENTS-SHARES IN ASSOCIATED AND SUBSIDIARY COMPANIES 56-57

16. OTHER FINANCIAL ASSETS 58

17. TRADE AND OTHER RECEIVABLES 58-59

18. DEFERRED TAXES 59-60

19. PREPAID PROGRAMME RIGHTS AND SUNDRY EXPENSES 61

20. CASH AND CASH EQUIVALENT 61

21. SHARE CAPITAL 62-65

22. RESERVES 65

23. LONG TERM LIABILITIES 66

23.1. Debenture Loans 67-68

23.2. Retirement indemnities as calculated by the actuarial company ‘Hewitt Associates’ 69

24. TRADE AND OTHER PAYABLE 70

24.1. Taxes and duties 70

24.2. Other creditors 71

24.3. Accrual expenses 71

25. SHORT TERM BORROWING 72

26. ISSUED SHARES 72

27. LOSSES PER SHARE 73

28. FINANCIAL INSTRUMENTS 74

28.1 Significant accounting policies 74

28.2. Fair value of financial instruments 74

28.3. Financial risk management objectives 75

28.4 Market –Foreign currency 75

28.5 Interest rate risk management 76

28.6 Credit risk management 77

28.7Liquidity risk management 78-79

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29. CONTINGENT LIABILITIES 80

30. FINANCIAL COMMITMENTS 80

31. REMUNERATION OF EXECUTIVES AND MANAGEMENT 80

32. RELATED PARTIES TRANSACTIONS 81

33. EVENTS AFTER THE END OF REPORTING PERIOD 82

34. APPROVAL OF FINANCIAL STATEMENTS 82

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Page 1

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL”

BOARD OF DIRECTORS

DECLARATION

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

Board of Directors Report

Members of the Board of Directors:

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

2. Athanasios G.Andreoulis, Managing Director

3. Elias E.Tsigas, Member of the Board of Directors

We declare that:

a. the consolidated and separate financial statements of the period 1st January 2014 to 31

st December

2014, which have been prepared in accordance with the prevailing Accounting Standards, fairly

present the assets and Liabilities, the net assets and the Statement of Comprehensive income of

Teletypos S.A. and of the subsidiary entity which is included in the consolidated financial

statements, as a whole

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

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

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

Athens, 18/02/2015

Stavros P.Psicharis

President of the Board of Directors

Athanasios G. Andreoulis

Managing Director

Elias E.Tsigas

Member of the Board of Directors

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Page 2

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

December 31st 2014

The Board of Directors’ Annual Report refers to the financial year of 2014. The Financial Statements are

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

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

number 595/ 12.2.2008

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

accounting year 1/1-31/12/2014

B. Description of Major risks and uncertainties

C. Related party transactions

D. Events after the balance sheet date

E. Financial instruments

F. Company’s prospects

G. Activities in the field of research and development

H. Branches

I. Corporate Governance

J. Explanatory report

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st 2014

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

period 1/1-31/12/2014

A1. Company

Statement of financial position

Total current assets for 2014 amounted to 100.3 million euro from 101.9 million euro in 2013. 37.2% of

the current assets relates to programme rights and 55.6% relates to customers and miscellaneous debtors.

Investments in programme and tangible assets for 2014 amount to 25.9 million euro of which the

purchase of programme rights embedded in depreciation policy of seven (7) years from the first

screening is 20 million euros from 22.8 and 15.0 million respectively in 2013.

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

2014 2013

Balance 31/12 (previous period) 37.326 42.322

Revaluation reserves from shares (48) 48

Share capital increase 0 14.750

Adjustments for IAS 19 (1.195) 1.546

Losses of the year (12.553) (21.340)

23.530 37.326

The short-term liabilities in 2014 amount to 102.9 million euro from 88 million euro in 2013. 48.7% of

the short-term liabilities refers to trade and other payables and the 51.34% refers to short-term

borrowings.

Long-term liabilities relate to a debenture loan of 98.000.000 euro, which arranged on 18.12.2012 by the

company, with the aim of restructuring the short-term and long-term loan liabilities. The loan is subject to

securities and carries a floating interest rate, based on 6month Euribor plus margin 6%. The duration is 48

months. The principal shall be repaid in 7 installments as shown below. *The banks that participated in

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

administrative bank. On 7/11/2013 Teletypos S.A. prepaid a portion of loan amounted to 5.880.000 euro

that were due on 28.12.2013. Also, at 28.06.2014 Teletypos S.A. prepaid a portion of loan amounted to

2.940.000 euro. On 23.12.2014 the postponement of the payments that were due on 28.12.2014 by three

months ie on 30.3.2015, was approved.

Date of Payment Long-term Short-term Total

Portion Portion

Debenture Loan 30-Mar-15 0 5.880.000 5.880.000

Debenture Loan 28-Jun-15 5.880.000 5.880.000

Debenture Loan 28-Dec-15 8.820.000 8.820.000

Debenture Loan 28-Jun-16 8.820.000 0 8.820.000

Debenture Loan 28-Dec-16 59.780.000 0 59.780.000

Total 68.600.000 20.580.000 89.180.000

Issuance expenses of the loan** (607.823) - (607.823)

67.992.177 20.580.000 88.572.177Total long-term liabilities

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Board of Directors’ Annual Report for the period January 1

st to December

31st 2014

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

by:

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

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

-Pledge of 600,000 common shares of the subsidiary company “TELETYPOS CYPRUS” of nominal

value € 1,71 each.

-Future collateral on property rights of the company.

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

-Lien on the domestic trademark "MEGA". The trademark has never been valuated.

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

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

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

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

interest rate is 0.6 percentage points.

The total bank loans in 2014 amount to 120.9 million euro from 123,7 million euro in 2013, whereas the

net bank loans (net off cash & cash equivalents) in 2014 amount to 114.2 million euro from 115.5 million

euro in 2013.

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Board of Directors’ Annual Report for the period January 1

st to December

31st 2014

Statement of Comprehensive Income

The turnover of the parent company increased by 1.5% reaching 77.8 million euro compared to 76.6

million euro in 2013. This marginal increase is due to the fact that Teletypos S.A. took advantage of the

stabilization of the general economic conditions especially within the second term of 2014.

2014 2013 %

(in million

euros)

(in million

euros)

Programme cost 49,7 53,8 -8,2%

Cost of News Bulleting & Technical Support 29,1 29,1 0%

Cost of Sales 78,8 82,9 -1,9%

Administration Expenses 4,8 5,1 -6.3%

Distribution Expenses 2,1 2,2 -4.7%

Total 6,9 7,3 -5.7%

Programme cost decreased by 4,2 million euro (7.6%) post depreciation whereas, pre depreciation cost

of news bulletins & technical support decreased by 0,7 million euro (1.7%)

Administrative and selling and distribution expenses reduced by 5.5% in the year 2014 compared to the

year 2013 .

In 2014 Teletypos S.A. reported losses after taxation of 12.55 million euro. Analytically, the results of

2014 in comparison with those of 2013 are:

2014

(million euro)

2013

(million euro)

Earnings/(Losses) before tax and dividends -16.40 -23,99

Income taxation and other taxes 3.85 2,65

Earnings- Losses after tax -12.55 -21,34

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Board of Directors’ Annual Report for the period January 1

st to December

31st 2014

Taxation

The company has finalized its tax obligations up to the year 2009.

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

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

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

The sum of the tax obligations of 2.146.407 euros was paid in full in 36 installments up to 31/12/2013.

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

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

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

years.

For the periods 01/01/2011 to 31/12/2011, 01/01/2012 to 31/12/2012 and 01/01/2013 to 31/12/2013 tax

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

certificate has been issued without qualification.

For the period 01/01/2014 to 31/12/2014 the tax audit from the auditors is in progress and until the

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

However the tax certificate is expected to be issued without qualification.

Year Tax obligation

(in euro)

2005 481,536

2006 537,925

2007 415,352

2008 370,978

2009 340,616

2,146,407

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Page 7

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st 2014

A2. Group

Statement of financial position

According to the 13th consolidated statement of financial position with the 100% subsidiary Teletypos

Cyprus LTD on 31.12.2014, the total current assets amounted to 101.6 million euro compared to 102.6

million euro in 2013.

Net Assets amount to 25.4 million euro compared to 39.2 million euro in 2013. Short-term liabilities

amounted to 101.2 million euro, 47.8% of which relates to suppliers from 85.9 million euro in 2013.

Statement of Comprehensive Income

Consolidated turnover increased by 1.3% and amounted to 78.3 million euro compared to 77.3 million

euro in 2013. Teletypos’ Cyprus LTD turnover is exclusively derived from the selling of rights, to

television channels.

Consolidated results after taxation were losses of 12.5 million euro compared to losses of 20.4 million

euro in 2013.

Financial Ratios

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

a. Profitability ratios

31.12.2014 31.12.2013

Parent Consolidated Parent Consolidated

Return on equity 53,35% 48,97% 57,17% 52,16%

b. Liquidity ratios 31.12.2014 31.12.2013

Parent Consolidated Parent Consolidated

Current ratio 0,97 1,00 1,16 1,19

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st 2014

c. Financial leverage ratios

31.12.2014 31.12.2013

Parent Consolidated Parent Consolidated

Debt to equity ratios 5,14 4,75 3.31 3.16

Total debt to EBIDTA 3,67 3,66 4.03 3.90

EBIDTA to interest charges 4,14 4,15 3,16 3,26

B. Description of Major risks and uncertainties

Market – Foreign currency

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

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

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

considers that the risk is immaterial.

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

company’s earnings and equity.

Sensitivity Analysis of Changes in dollar exchange rates

Foreign

currency

Dollar

Indicative changes

of exchange rates

Impact on the

profit before tax

(euro)

Impact on the

equity

(euro)

Year 2013 US$ 1% 20.000 20.000

-1% (20.000) (20.000)

Year 2014 US$ 1% 13.000 13.000

-1% (13.000) (13.000)

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

of the fluctuation of euro-dollar exchange rates.

Interest rate risk

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

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

evaluated periodically in order to estimate their effectiveness.

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

earnings and equity.

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Page 9

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Board of Directors’ Annual Report

for the period January 1st to December 31

st 2014

Interest rate

fluctuation

Impact on the profit

before tax

(euro)

Impact on the equity

(euro)

Year 2013 +1% (1.070.000) (1.070.000)

-1% 1.070.000 1.070.000

Year 2014 +1% (1.036.000) (1.036.000)

-1% 1.036.000 1.036.000

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

same in both nature and sizes as that of 2014 and 2013.

Interest Rate Swap Contracts

Through the use of Interest Rate Swap Contracts the company intends to offset differences between fixed

and floating rate based on notional amounts. These contracts provide the entity the ability to minimize the

consequences of interest rate fluctuation in the loan cash flows.

The fair value of these derivatives is calculated at the date where the financial statements are issued as the

present value of the future cash flows, via market observations and estimates on the expected

materialization of interest rates.

Accrued interest on derivatives is paid on a 3month basis and is charged to the Statement of

Comprehensive income.

On 30/12/2014 two cash flow hedging contracts existed of notional amount of € 50.000.000 of maturity

up to 8/12/2015.

The two Interest Rate Swap Contracts cover the 50% of the debenture loan.

The debenture loan carries a floating interest rate, based on 6month Euribor plus margin 6%.

The hedging applies on the 6month Euribor interest rate.

..

The characteristics of swap contracts presented in the following table:

Swap Contract 1 Swap Contract 2

Euro Euro

Initial Notional Amount 30,000,000 20,000,000

Maturity Date 8-12-2015 8-12-2015

The above swap contracts on 31/12/2014 have been terminated creating revenue of 219.000 euros.

Accrued interest on derivatives is paid on a 3month basis and is charged to the Statement of

Comprehensive income (Finance costs note 9).

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Page 10

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Board of Directors’ Annual Report

for the period January 1st to December 31

st 2014

Credit risk management

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

activities of the Company:

In the year 2014, although the recession and lack of liquidity still holds, the credit risk has decreased.

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

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

2,8 million euro in 2012 and 0,48 thousands in 2013 and 0,005 million euro in 2014.

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

minimize the credit risk as follows:

- continuous evaluation of the customers credit rating

- decrease in the credit period granted for receivables

- partial guarantee provided by the customers

- partial insurance cover of receivables

Liquidity risk management

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

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

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

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

ensures proper balance of cash inflows and outflows.

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

and of the group.

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Page 11

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st 2014 A. LIABILITIES

COMPANY

31/12/2013 Total

Conventional

Cash flows Within one

year

From 1 to 5

years After 5 years

Loans 123.683.693 145.246.574 48.237.980 9.708.594 -

Suppliers and others 53.947.644 53.947.644 46.613.542 481.000 6.853.102

TOTAL 177.631.337 199.194.128 94.851.522 97.489.594 6.853.102

31/12/2014

Loans 120.859.555 135.586.534 58.620.503 76.966.030 -

Suppliers and others 58.431.703 58.431.703 50.106.021 8.325.682

TOTAL 179.291.258 194.018.237 108.726.524 79.966.030 8.325.682

GROUP

31/12/2013 Total

Conventional

Cash flows

Within one

year

From 1 to 5

years After 5 years

Loans 123.683.693 145.246.574 48.237.980 97.008.594 -

Suppliers and others 51.836.436 51.836.436 44.502.334 481.000 6.853.102

TOTAL 175.520.129 197.083.010 92.740.314 97.489.594 6.853.102

31/12/2014

Loans 120.859.555 135.586.534 58.620.503 76.966.030 -

Suppliers and others 56.704.727 56.704.727 48.379.045 - 8.325.682

TOTAL 177.564.282 192.291.261 106.999.548 76.966.030 8.325.682

B. RECEIVABLES

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

completed with the collection of the total invoiced amount within 30 days from the issue of the invoice,

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

collection of the remaining amount in 160 days.

Debtors’ balances on 31/12/2014 are not covered by any form of collateral.

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

outstanding balances beyond 6 months.

On 31/12/2014 the total of receivables that were characterized as doubtful were:

Clients 5.799.664

Checks delayed 10.530.006

Fund of Newspapers’ Staff of Athens and Salonika

(Advertising Stamp Duty) 988.848

17.318.518

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Page 12

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Board of Directors’ Annual Report for the period January 1

st to December

31st 2014

Towards the doubtful receivables mentioned above, a provision of € 17.318.518 has been created.

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

Working Capital

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

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

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

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

Uncertainties faced

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

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

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

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

and therefore the risk in this area is low.

C. Related party transactions

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

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

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

Substantial transactions with related parties are as follows:

Programme production Payable

1/1-31/12/14 1/1-31/12/13 1/1-31/12/14 1/1-31/12/13

ANOSI S.A. 7.815.445 6.573.724 10.906.698 10.225.355

ATA S.A. 0 2.815.760 3.248.394 4.723.774

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

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

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

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

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

year.

D. Important events after the balance sheet date

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

required by the International Financial Reporting Standards.

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Page 13

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st 2014

E. Financial instruments

Significant accounting policies

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

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

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

the financial statements of 31/12/2014.

Group Company

Categories of financial instruments 31.12.14 31.12.13 31.12.14 31.12.13

Financial Assets

Receivables (including cash and cash

equivalents) 63,651,201 63,018,719 62,435,225 62,279,808

Available-for-sale financial assets 90,973 156,512 90,973 156,512

Financial Liabilities

Carrying amounts of payables (including loans) 177,564,282 175,520,129 179,291,258 177,631,337

Financial assets and liabilities are classified in the following levels depending on the method of

determining fair value in accordance with the revised version of IFRS. 7

- Level 1: for assets that are traded in an active market and whose fair value is determined by market

prices (unspecified) of similar items.

- Level 2: for assets whose fair value is determined by factors related to market data, either directly (as

prices) or indirectly (derivative values).

- Level 3: for assets whose fair value is determined by observations from the market, but is mainly based

on internal estimates.

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Page 14

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st 2014

Exceptionally investments in shares of listed companies in the Stock Exchange Market are measured at

fair value at the closing date rate in 31/12/2014:

GROUP – COMPANY 31/12/2013

Level 1 Level 2 Level 3 Total

Financial Assets - - - -

Shares listed in the Stock Exchange Market 156.512 - - 156.512

GROUP – COMPANY 31/12/2014

Level 1 Level 2 Level 3 Total

Financial Assets - - - -

Shares listed in the Stock Exchange Market 90.973 - - 90.973

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Page 15

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st 2014

F. Company’s prospects

Business Prospects

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

ratings. In 2014 Mega’s total day-total audience rating was 17,2%. At prime time and for the commercial

audience (people aged 15-44) Mega maintained its leading position (20,3%).

Total day – Total audience

2012 2013 2014

Μega 21,6% 20,0% 17,2%

Antenna 16,8% 17,8% 17,2%

Alpha 12,0% 13,9% 15,7%

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

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

ΣΚΑΙ 7,9% 9,6% 8,2%

ΕΔΤ* - 4,0% 5,7%

ΕΤ3** 3,8% 3,5% -

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

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

Total day – Commercial audience (15-44)

2012 2013 2014

Μega 20,4% 19,0% 17,2%

Antenna 17,3% 18,2% 17,7%

Alpha 13,2% 14,9% 15,9%

Star 14,3% 13,4% 11,6%

ΣΚΑΙ 7,3% 7,9% 6,9%

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

ΕΔΤ* - 2,5% 3,7%

ET1** 2,6% 2,3% -

ΕΤ3** 2,1% 1,9% -

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

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

2012 2013 2014

Μega 25,1% 23,2% 20,3%

Antenna 17,1% 17,0% 16,7%

Alpha 11,2% 13,7% 17,4%

Star 13,6% 13,4% 11,0%

Net** 5,9% 4,9% -

ΣΚΑΙ 5,6% 6,4% 5,9%

ΕΔΤ* - 3,1% 4,6%

ET1** 3,4% 3,0% -

ΕΤ3** 2,0% 2,1% -

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

*ΕΔΤ: from 10/7/2013

**ΕΡΤ: from 11/6/2013

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Page 16

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st 2014

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

share of 26,1%.

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

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

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

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

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

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

share of 27,6%.

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

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

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

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

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

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

television share of 23%.

In 2014, at prime time zone 21:00- 24:00, Mega remained first for the 8th consecutive year with a share of

20% and with a difference of 1,6 percentage points from the second TV station (Alpha). In the

commercial audience 15- 44 Mega remained first for the 10th consecutive year with 20,3% share 2,9

points ahead of Alpha. In 2014, the series ‘Kato Partali’ recorded a 51,1% rating while the audience that

watched even for one minute is 3.621.000. The series ‘Kato Partali’ recorded a 56,1% rating in the

commercial audience and was first among all series in TV not only in the ‘total audience’ but also in the

‘commercial audience’. Also, the daily prime time series ‘ Klemena Oneira’ recorded a rating of 34,9% in

the ‘total audience’ and a rating of 27.8% in the ‘commercial audience’. The series ‘Klemena Oneira’

was the slot winner compared with its competitors in the prime time zone not only in the total audience

but also in the commercial audience. 2.425.000 people watched the series even for one minute. As far as

the entertainment programme is concerned, the programme ‘Just the Two of us’ recorded a rating of

27.8% in the total audience and a 27.9% in the commercial audience. The programme was the slot winner

compared with its competitors.

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Page 17

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st 2014

Goals for 2015:

In the course of negotiations of the restructuring of loans the company has obtained the opinion

of an independent financial advisor on strategic planning (independent business review) and

based on this, the company negotiates with the banks. The progress in negotiations up until now

enables the company to believe in a favourable outcome, along with the expectation of the

country’s financial stability, the company has prepared their financial statements based on the

going concern assumption.

Total advertising spending for the TV sector for 2015 cannot be estimated. The change in the

adverting spending for the TV sector is based on the changes that will occur in the economic and

taxation sector in 2015.

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

company

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

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

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

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

infrastructure.

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

G. Activities in the field of research and development

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

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

provisions of IAS 38 by expensing research costs (Concept and scene selection and rates of series

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

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

Expenses for research for the year 2014 amount to € 4.755 thousands and for development

amount to €25.312 thousands.

H. Branches

The company has a branch in Thessaloniki without significant activities.

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Page 18

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st 2014

I. Corporate Governance

i. Code of Corporate Governance

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

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

www.megatv.com.

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

stipulated in the law.

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

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

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

Consolidated Financial Statements.

System of Internal Control

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

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

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

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

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

The main features of the system are:

Organization chart

Division of responsibilities

Sequence of controls and

Management information system

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

and responsibilities.

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

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

responsibilities.

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

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

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

misappropriation.

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

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

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

Interim financial statements and

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

reasons for that and proposing relevant adjustments.

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Page 19

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st 2014

Management Information system

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

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

Internal auditing

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

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

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

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

reliability.

Risk Management

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

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

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

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

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

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

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

2004/25/EU, Paragraph 1.

No such information pertains to the company.

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

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

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

year pursuant to the request of the Board of Directors.

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

Extraordinary General Meeting of the Shareholders to discuss relevant matters.

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

additional majority of votes is achieved.

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

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

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Page 20

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st 2014

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

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

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

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

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

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

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

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

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

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

the company.

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

as a part of the minutes being kept.

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

persons to represent them.

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

and supervisory units or committees of the company.

- Composition and operation of the Board of Directors

The Board of Directors is comprised of five to nine members. The members are elected from the

General Meeting and their tenure is 5 years. The General Assembly of the 01/07/2013 elected the

Board of Directors which is comprised by 8 members .

The members of the Board of Directors as at 31 December, 2014:

Stavros P. Psicharis - Chairman, non-executive member

Athanasios G.Andreoulis - CEO , executive member

Georgios F. Bobolas - Non-executive member

Fotios G.Bobolas - Non-executive member

Elias E.Tsigas - Non-executive member

Panagiotis S.Psicharis - Non-executive member

Antonios T.Theocharis - Independent non-executive member

Georgios I.Prousanidis - Independent non-executive member

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

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Page 21

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

Board of Directors’ Annual Report for the period January 1

st to December

31st 2014

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

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

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

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

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

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

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

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

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

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

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

above and the minutes are signed by its members.

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

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

data and current facts it is being directed.

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

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

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

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Page 22

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st 2014

Audit Committee

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

a. Supervision of the procedure of the financial information.

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

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

organization.

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

financial statements.

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

independence of the external auditors.

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

proposal of the Board of Directors and it comprises of 3 non-executive members, one of which

should be independent.

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

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

informed about matters relating to the audit.

On the 31/12/2014 the members of the current Audit Committee were:

Antonios Theocharis

Fotios Bobolas

Elias Tsigas

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

company www.megatv.com.

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Page 23

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st 2014

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

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

General Meeting and they are approved in advance.

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

Board of Directors’ members.

No such benefits were granted.

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

On 10.2.2014 Athanasios Andreoulis was elected as a new member of Board of Directors and

was assigned as CEO, employed in the company through an employment contract which

existed prior to his new assignment. In either case, as Elias Tsigas held the position of the

CEO, the provisions of the applicable law and the articles of association comply, in relation

to disclosure or approval of the relationship and the remuneration, by the shareholders

General Meeting

4. Compensation for non executive members including the independent members

No such compensation was given.

J. Explanatory report

a. Share Capital Structure.

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

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

the Athens Stock Exchange.

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

As follows:

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

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

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

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

- Right of preference when the Share Capital is increased.

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

procedure.

b. Limits on transfer of Company’s shares.

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

Association provide no restrictions.

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

3556/2007.

According to the shareholders’ book of 31/12/2014, the shareholders that held more than 5% of

the total voting rights are:

Pegasus Publications S.A. 32,73%

Lambrakis Press S.A. 22,11%

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Page 24

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st 2014 d. Shareholders with special control rights.

There are no such shares that carry any special control rights

e. Limitation on voting rights.

There are no such limitations.

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

rights.

The company is not aware of any such agreements.

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

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

for in Codified Law 2190/1920.

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

2190/1920.

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

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

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

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

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

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

was taken.

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

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

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

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

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

control of the Company, following a public offer.

Such agreements do not exist.

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

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

services, or their occupation due to the public offer.

Such agreements do not exist.

Athens, 18 February 2015

For the Board of Directors

Athanasios G. Andreoulis

Managing Director

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Page 25

TRANSLATION FROM THE ORIGINAL

ISSUED IN THE GREEK LANGUAGE

INDEPENDENT AUDITOR'S REPORT

TO THE SHAREHOLDERS OF

TΕLETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL – GREECE”

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

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

the statement of financial position as at 31 December, 2014, the statement of comprehensive income,

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

significant accounting policies and other explanatory notes.

Management’s Responsibility for the Financial Statements

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

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

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

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

Auditor’s Responsibility

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

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

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

whether the financial statements are free from material misstatement.

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

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

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

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Page 26

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

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

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

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

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

overall presentation of the financial statements.

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

our audit opinion.

Opinion

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

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

“MEGA CHANNEL - GREECE” as of 31 December, 2014 and of its financial performance and its cash

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

been adopted by the European Union.

Emphasis of matter

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

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

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

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

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

Report on Other Legal and Regulatory Issues

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

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

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

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

108 and 37 of Law 2190/1920.

Piraeus, 25 February, 2015

-

THE CERTIFIED PUBLIC ACCOUNTANT

DIAMANTIS DIAMANTARAS

REG. NO. 15811

MOORE STEPHENS

CHARTERED ACCOUNTANTS

REG. NO. 119

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL”

STATEMENT OF COMPREHENSIVE INCOME

1st January – 31st December, 2014

(Expressed in Euro)

GROUP

Notes01.01/

31.12.14

01.01/

31.12.12

Revenue 8 78.297.459 77.264.511

Cost of Sales 9 (79.120.583) (83.001.737)

Gross Profit (823.124) (5.737.226)

Distribution expenses 9 (2.068.496) (2.226.310)

Administration expenses 9 (4.887.219) (5.152.826)

Operating loss (7.778.839) (13.116.362)

Non operating income

Interest received and receivable 89.287 97.340

Profit on disposal of fixed assets 23.250 13.220

Income from securities 3.913 1.907Income from securities 0

Other income 11 410.223 2.195.987

526.673 2.308.454

Non operating expenses

Interest and similar charges 9 (7.966.012) (9.732.210)

Provisions (5.374) (480.041)

Losses on disposal of fixed assets (630) (552)

Other expenses 10 (1.062.304) (1.979.766)

(9.034.320) (12.192.569)

Loss for the period before tax (16.286.486) (23.000.477)

Income tax 12 3.826.448 2.579.078Loss for the period after tax (12.460.038) (20.421.399)

Other comprehensive income

Those that are not recyclable net of tax:

Actuarial gains 3.19 & 23.2 (1.195.352) 1.546.490

Those that are recyclable net of tax:

Revaluation of shares (48.498) 47.736

Total other comprehensive income (1.243.850) 1.594.226

Total comprehensive (loss) for the year (13.703.888) (18.827.173)

Losses per share € (note 27) (0,1236) (0,3331)

Notes forming an integral part of the financial statements on pages 32 to 82.

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL”

STATEMENT OF COMPREHENSIVE INCOME

1st January – 31st December, 2014

(Expressed in Euro)

COMPANY

Notes

01.01/

31.12.14

01.01/

31.12.13

Revenue 8 77.767.459 76.621.391

Cost of Sales 9 (78.763.076) (82.938.837)

Gross Profit (995.617) (6.317.446)

Distribution expenses 9 (2.068.496) (2.226.310)

Administration expenses 9 (4.809.029) (5.061.376)

Operating loss (7.873.142) (13.605.132)

Non operating income

Interest received and receivable 58.907 89.374

Profit on disposal of fixed assets 23.250 13.220Income from securities 3.913 1.907

Other income 11 410.223 1.192.787

496.293 1.297.288

Non operating expenses

Interest and similar charges 9 (7.961.310) (9.731.490)

Provisions (5.374) (480.041)

Losses on disposal of fixed assets (630) (552)

Other expenses 10 (1.062.304) (1.466.785)

(9.029.618) (11.678.868)

Loss for the period before tax (16.406.467) (23.986.712)

Ιncome tax 12 3.853.596 2.646.834

Loss for the period after tax (12.552.871) (21.339.878)

Other comprehensive income

Those that are not recyclable net of tax:

Actuarial gains 3.19 & 23.2 (1.195.352) 1.546.490

Those that are recyclable net of tax:

Revaluation of shares (48.498) 47.736

Total other comprehensive income (1.243.850) 1.594.226

Total comprehensive (loss) for the year (13.796.721) (19.745.652)

Losses per share € (note 27) (0,1245) (0,3481)

Notes forming an integral part of the financial statements on pages 32 to 82.

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL”

STATEMENT OF FINANCIAL POSITION

31st December 2014

(Expressed in Euro)

Notes 31.12.2014 31.12.2013 31.12.2014 31.12.2013

NON CURRENT ASSETS

Intangible assets – Programme rights 13 84.950.532 100.225.693 84.950.532 100.225.693

Tangible assets 14 7.330.103 7.613.823 7.330.103 7.613.823

Investments in associates 15 1.657.060 954.640 2.683.060 1.980.640

Deferred tax assets 18 7.176.547 2.885.054 7.176.547 2.885.054

Other financial assets 16 337.427 346.481 337.427 346.481

Total Non Current assets 101.451.669 112.025.691 102.477.669 113.051.691

CURRENT ASSETS

Inventories 418.873 427.519 418.873 427.519

Trade and other receivables 17 56.341.851 54.436.140 55.844.171 54.127.306

Prepayments of programme rights & other expenses 19 37.398.036 39.042.049 37.398.036 39.042.049

Restricted Deposit 128 181.125 128 181.125

Cash and cash equivalents 20 7.400.196 8.557.966 6.681.899 8.127.888

101.559.084 102.644.799 100.343.107 101.905.887

Total assets 203.010.753 214.670.490 202.820.776 214.957.578

EQUITY AND LIABILITIES

Share capital 21 30.237.900 30.237.900 30.237.900 30.237.900

Share premium 21 39.399.711 39.399.711 39.399.711 39.399.711

Reserves 22 32.628.314 36.939.618 32.628.314 36.939.618

Loss for the period (12.460.038) (20.421.399) (12.552.871) (21.339.878)

Retained Earnings 3.19&23.2 (64.359.416) (47.005.469) (66.183.536) (47.911.110)

Total Equity 25.446.471 39.150.361 23.529.518 37.326.241

Long-term liabilities 23 76.317.859 89.615.717 76.317.859 89.615.717

SHORT TERM LIABILITIES

Trade and other payables 24 48.379.045 44.502.334 50.106.021 46.613.542

Short term borrowings 25 32.287.378 32.582.078 32.287.378 32.582.078

Long term liabilities payable

next period 23.1 20.580.000 8.820.000 20.580.000 8.820.000

Total Short Term Liabilities 101.246.423 85.904.412 102.973.399 88.015.620

Total equity and liabilites 203.010.753 214.670.490 202.820.776 214.957.578

COMPANYGROUP

Notes forming an integral part of the financial statements on pages 32 to 82.

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TELETYPOS TELEVISION PROGRAMMES S.A. Page 30

“MEGA CHANNEL”

STATEMENT OF CHANGES IN EQUITY

31st December 2014

(Expressed in Euro)

Share Share Statutory Other Valuation reserve Loss for Retained

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

Equity 31/12/2013

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

Share capital increase 15.118.950 -369.098 14.749.852

Loss for the period after tax 47.736 1.546.490 1.594.226

Loss for the period -20.421.399 -20.421.399

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

Equity 31/12/2014

Balance1st January 2014 30.237.900 39.399.711 6.102.831 30.720.968 115.819 -67.426.868 39.150.361

Reserves Offset L. 4172/2013 -4.262.805 4.262.804 -1

Loss for the period -12.460.038 -12.460.038

Loss for the period after tax -48.499 0 -1.195.352 -1.243.851

Share Share Statutory Other Valuation reserve Loss Retained Total

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

Equity 31/12/2013

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

Share Capital increase 15.118.950 -369.098 14.749.852

Loss for the period -21.339.878 0 -21.339.878

Loss for the period after tax 47.736 1.546.490 1.594.226

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

Equity 31/12/2014

Balance 1st January 2014 30.237.900 39.399.711 6.102.831 30.720.968 115.820 0 -69.250.989 37.326.241

Reserves Offset L. 4172/2013 -4.262.805 4.262.805 0

Loss for the period -12.552.871 0 -12.552.871

Loss for the period after tax -48.499 -1.195.352 -1.243.851

Equity 31/12/2014 30.237.900 39.399.711 6.102.831 26.458.163 67.321 -12.552.871 -66.183.536 23.529.519

Company

Notes forming an integral part of the financial statements on pages 32 to 82.

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL”

STATEMENT OF CASH FLOW

1st January – 30th December 2014

(Expressed in ttEuro)

Notes forming an integral part of the financial statements on pages 32 to 82.

31.12.14 31.12.13 31.12.14 31.12.13

Cash flow from operating activities

Loss before taxation (16.286.486) (23.000.477) (16.406.467) (23.986.712)

Adjustments for items not involving the movement of cash

Depreciation and amortisation 13/14 41.471.262 45.054.326 41.471.262 45.054.326

Provisions (207.826) 1.948.474 (207.826) 1.948.474

Translation differences 45.246 100.784 45.246 100.784

Profit on disposal of fixed assets (115.819) (110.008) (85.439) (102.041)

Interest and similar charges 9 7.966.012 9.732.210 7.961.310 9.731.490

Decrease/(Increase) in inventories of spares and consumables 8.645 (83.329) 8.645 (83.329)

Decrease in stock of programme rights 19 1.644.012 1.369.038 1.644.012 1.369.038

(Increase) in debtors and others (1.762.266) (5.774.725) (1.573.420) (5.752.066)

Decrease in long-term receivables 16 9.053 67.160 9.053 67.160

(Decrease)/Increase of Repayments of borrowings 3.587.054 (10.422.119) 3.206.150 (9.000.606)

Minus:

Interest and similar charges (7.759.155) (9.751.424) (7.754.453) (9.750.704)

Income tax paid (23.820) (112.105) 0 (95.396)

Net Cash Generated by Operating Activities (a) 28.575.912 9.017.805 28.318.073 9.500.418

Cash Flow from investing activities

Investments in subsidiaries, affiliates, cooperations and other (702.420) 0 (702.420) 0

Investments in tangible and intangible fixed assets 13/14 (25.913.922) (22.872.341) (25.913.922) (22.872.341)

Sale of subsidiaries, affiliates, cooperations and other 14 24.160 18.573 24.160 18.573

Interest 89.287 97.340 58.907 89.374

Dividends received 3.913 0 3.913 0

Net Cash (used in)/generated by Investing Acitivities (b) (26.498.982) (22.756.428) (26.529.362) (22.764.394)

Cash Flow from Financing Activities

Proceeds from issue of ordinary shares 14.749.852 14.749.852

Proceeds from borrowings 5.927.083 5.927.083

Repayments of borrowings (3.234.700) (6.159.515) (3.234.700) (6.159.515)

Net Cash (used in)/generated by Financing Activities (c ) (3.234.700) 14.517.420 (3.234.700) 14.517.420

Net (decrease) /Increase in cash and cash eqyuivalens (a)+(b)+(c ) (1.157.770) 778.797 (1.445.989) 1.253.444

Cash and cash equivalents at the beginning of the period 20 8.557.966 7.779.169 8.127.888 6.874.444

Cash and cash equivalents at the end of the period 7.400.196 8.557.966 6.681.899 8.127.888

GROUP COMPANY

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Page 32

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE” AND ITS SUBSIDIARY

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

31st December, 2014

(Expressed in Euro)

1. General Information

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

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

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

Exchange.

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

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

extended by Government law.

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

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

in Cyprus and in the area of Middle East.

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

The company's main objectives are:

- the origination and trading of television programmes

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

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

marketing of television programmes and advertising clips

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

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

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

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

to which Athanasios Andreoulis elected new member of the Board of Directors in the position prior

held by Antonios Theocharis who resigned on 7/2/2014 and Antonios Theocharis elected independent

non executive member in the position prior held by George Aidinis who resigned on 7/2/2014.

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

18/02/2015. The composition of the Board of Directors is as follows:

Stavros Psicharis - Chairman, non-executive member

Athanasios Andreoulis - CEO , executive member

Elias Tsigas - Non-executive member

Georgios Bobolas - Non-executive member

Fotios Bobolas - Non-executive member

Panagiotis Psicharis - Non-executive member

Antonios Theocharis - Independent non-executive member

Georgios Prousanidis - Independent non-executive member

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TELETYPOS TELEVISION PROGRAMMES S.A

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

1. General Information (cont.)

Going Concern

Management evaluates the effect of accumulated losses on cash liquidity of the entity in

conjunction with any overdue instalments of the debenture loan, a fact that implies a material

uncertainty which may cast a significant doubt over the entity’s ability to continue as a going

concern, and the entity has adopted measures which will enable the entity to continue as a

going concern. In the course of negotiations of the restructuring of loans the company has

obtained the opinion of an independent financial advisor on strategic planning (independent

business review) and based on this, the company negotiates with the banks. The progress in

negotiations up until now enables the company to believe in a favourable outcome, along

with the expectation of the country’s financial stability, the company has prepared their

financial statements based on the going concern assumption.

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

2. Adoption of new and revised International Financial Reporting Standards

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

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

European Union, as of 1 January 2014:

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

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

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

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

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

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

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

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

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

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

financial statements.

b. IFRS 11, ‘Joint Arrangements’, is effective for accounting periods beginning on or after 1

January 2014. The standard applies to all entities that are a party to a joint arrangement and

will replace IAS 31, ‘Interest in Joint Ventures’. The accounting treatment is dependent on

the type of joint arrangement, which is determined by considering the rights and obligations

of the investor.

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

beginning on or after 1 January 2014. The standard requires disclosure of information on the nature

of, and risks associated with, interests in other entities; and the effects of those interests on the

primary financial statements. The disclosures required relate to interests in subsidiaries, joint

arrangements, associates and unconsolidated structured entities. The standard is unlikely to have a

material effect on the Group/ the Company.

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

amendment clarifies the existing offsetting requirements and therefore is unlikely to have any

impact on the group. The amendment is effective for annual periods beginning on or after 1

January 2014.

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

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

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

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

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

mandatory for accounting periods beginning after 1 January 2014, but which have not been

adopted early by the Group/ the Company :

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

or after 1 January 2018. However, the standard since it was originally issued in November

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

November 2013. The November 2013 amendment removed the effective date, which will be

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

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

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

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

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

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

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

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

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

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

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

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

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

comprehensive income.

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

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

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

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

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

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

requirements.

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

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

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

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

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

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

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

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

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

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

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

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

will have on its financial statements.

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

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

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

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

c. IAS 28 and IFRS 10 (amendment), ‘Sale or Contribution of Assets between an investor

and its associate or joint venture’, are effective for periods beginning on or after 1

January 2016. The amendment requires on the transfer of an asset that is a business in a

downstream transaction that the group recognise the gain or loss on the transfer in full.

On transfer of an asset that is not a business, the investor recognises a partial gain or loss

based on the group’s unrelated interest in the associate or joint venture.

Consistently IFRS 10 has been amended that the full gain or loss is not recognised when a

subsidiary is transferred that does not meet the definition of a business.

The Group has not evaluated the full extent of the impact that the amendment will have on its

financial statements.

d. IAS 16 & IAS 38 (amendments), ‘Clarification of Acceptable Methods of Depreciation

and Amortisation’, is effective for periods beginning on or after 1 January 2016. The

amendment clarifies that a deprecation method based on revenue is not an appropriate

method in determining a pattern in which the assets future economic benefits are

consumed. The Group has not as yet evaluated the full extent of the impact that the

amendment will have on its financial statements.

e. IAS 16 & IAS 41 (amendments), ‘Agriculture: Bearer Plants’, is effective for periods

beginning on or after 1 January 2016. The amendment provides a definition of bearer

plants which are scoped out of IAS 41. Instead bearer plants would fall to be within the

scope of IAS 16. Bearer plants are broadly those which are used in the production or

supply of agricultural produce over more than one period and are unlikely to be sold as

agricultural produce. The amendment is unlikely to have a material impact on the Group

as current agricultural activities do not involve bearer plants.

f. IFRS 11 (amendment), ‘Accounting for acquisitions of interests in joint operations’, is

effective prospectively for periods beginning on or after 1 January 2016. The

amendments clarifies that a joint operator that acquires an asset or group of assets in a

joint operation that represents a business in accordance with IFRS 3, applies the

principles in IFRS 3 in accounting for business combinations to the acquisition. This will

result in separate recognition of goodwill if any arises on the acquisition. If the asset or

group of assets acquired does not constitute a business the principles of IFRS 3 are not

applied.

The amendment also clarifies that a joint operator that increases their interest in an

existing joint operation in which the operator retains joint control, does not remeasure the

previously held interest in the joint operation.

The amendment is unlikely to have an impact on the Group on application, but will do if

the Group acquires a joint operation.

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

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

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

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

g. IFRS 15, ‘Revenue from contracts with customers’, is effective for periods beginning on

or after 1 January 2017. The standard has been developed to provide a comprehensive set

of principles in presenting the nature, amount, timing and uncertainty of revenue and cash

flows arising from a contract with a customer. The standard is based around five steps in

recognising revenue:

1) Identify the contract with the customer

2) Identify the performance obligations in the contract

3) Determine the transaction price

4) Allocate the transaction price

5) Recognise revenue when a performance obligation is satisfied

The standard also provides specific principles to apply, when there is a contract

modification, accounting for contract costs and accounting for refunds and warranties.

On application of the standard the disclosures are likely to increase. The standard

includes principles on disclosing the nature, amount, timing and uncertainty of revenue

and cash flows arising from contracts with customers, by providing qualitative and

quantitative information.

The Group has not as yet evaluated the full extent of the impact that the standard will

have on its financial statements.

h. IAS 1 (amendment), ‘Disclosure initiative’, is effective for periods beginning on or after

1 January 2016. The amendment seeks to clarify a number of disclosure requirements,

that cover:

the disclosure of significant accounting policies

the application of materiality to financial statements

presentation of sub-totals

information to be presented in the other comprehension section of the performance

statement

the structure of the financial statements

The Group does not believe the amendment will have a material effect on the financial

statements, however the Group will consider the areas addressed in the amendment to aid

clear and concise reporting. The amendment has not been EU endorsed.

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

3. Significant Accounting Policies

3.1. Statement of compliance

The financial statements have been prepared in accordance with the International

Financial Reporting Standards as adopted by the European Union.

3.2. Historical cost convention

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

except for derivatives and stocks which are measured at fair value.

Basis of consolidation

The consolidated financial statements include the financial statements of the parent

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

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

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

activities.

Consolidated financial statements are based on separate companies’ financial

statements which have been prepared in accordance with IFRS and certain

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

reporting date.

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

on consolidation.

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

capital no minority interest is affected.

3.3. Investments in associates

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

cost.

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

49% without exercising control or having a significant influence.

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

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

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

taking account the taxation effect.

3.4. Foreign currency transactions and balances

a. Transactions in foreign currencies and presentation

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

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

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

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

subsidiary Teletypos Cyprus Ltd.

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

b. Transactions and company’s accounts

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

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

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

each statement of financial position date monetary items denominated in foreign

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

position date.

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

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

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

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

Exchange differences are recognised in statement of comprehensive income in

the period in which they except for:

Exchange differences which relate to assets under construction for future

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

Exchange differences on monetary items received from or payable to a

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

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

differences are recognised as a foreign currency translation reserve and are

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

disposed of.

For the purpose of presenting consolidated financial statements, the assets

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

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

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

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

foreign currency reserve in equity.

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

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

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

differences.

3.5. Borrowing Cost

Borrowing costs directly attributable to the acquisition, constructions or production

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

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

Investment income on the temporary investment of specific borrowing is deducted

from borrowing costs eligible for capitalization.

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

liability.

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

3. Significant Accounting Policies (cont’d)

3.6. Programme and film rights

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

parties programmes.

3.6.1. Self-owned television programmes

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

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

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

3.6.2. Licensed third parties´ T.V. programmes

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

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

broadcasted programmes plus or minus any foreign exchange

differences which arise upon settlement or valuation of the

corresponding liability at the end of the year.

The statement of financial position presents such as follows:

under liabilities, the amount due to the suppliers for the

programmes invoiced and not yet settled, under prepayments the

invoiced amount of not yet transmitted programmes.

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

and loss account is charged in proportion to the number of

transmissions allowed.

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

3. Significant Accounting Policies (cont’d)

3.7. Depreciation and Amortization

Fixed Assets

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

accumulated depreciation and impairment loss. Depreciation is charged using the

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

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

%

Improvements on third party properties 10

Plant and machinery 4 or 10

Office equipment 10

Transportation means 12 or 16

Computer and software programmes 20

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

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

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

revised.

Programme and film rights

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

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

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

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

date of first broadcasting , irrespective of their future brodcasting

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

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

first show.

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

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

company implements the provisions of IAS 38 by expensing research costs (Concept

and scene selection and rates of series promoting the program, audience appreciation,

etc.) and capitalizing development costs (the own produced programme) if they meet

all the criteria for recognition laid down in IAS 38.

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

st are € 4.755 thousands

and development costs € 25.312 thousands.

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

3. Significant Accounting Policies (cont.)

3.8. Taxation

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

Current taxation

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

which for the year 2014 amounts to 26%.

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

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

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

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

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

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

subsidiaries’ incorporation.

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

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

extent that it will be utilised in the future.

Deferred taxation

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

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

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

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

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

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

this difference would not be mitigated in the foreseeable future.

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

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

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

asset or liability to be recovered.

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

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

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

case the deferred tax is also accounted for against equity.

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

3. Significant Accounting Policies (cont.)

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

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

represents the estimated selling price less all estimated costs.

3.10. Provisions

Provisions are recognised when:

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

Their settlement through an outflow of resources is probable.

The exact amount of the obligation can be reliably estimated.

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

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

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

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

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

3.11. Revenues recognition

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

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

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

3.12. Impairment of assets

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

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

indication that those assets have suffered an impairment loss. On 31.12.2014, there

was no such indication.

3.13. Trade receivables

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

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

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

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

possible impairment is transferred to statement of comprehensive income. Such

differences within the accounting period were immaterial.

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

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

such.

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

3. Significant Accounting Policies (cont.)

3.14. Investments

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

their acquisition.

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

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

loss connected to amounts that cannot be recovered.

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

transferred to statement of comprehensive income.

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

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

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

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

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

accounted in equity is transferred to statement of comprehensive income.

3.15. Cash and cash equivalents

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

highly liquid investments.

3.16. Bank loans

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

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

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

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

company policy for recognizing borrowing cost (note 3.5).

3.17. Trade Creditors

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

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

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

statement of comprehensive income.

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

3. Significant Accounting Policies (cont.)

3.18 Patents and trademarks

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

of 5 years.

3.19 Retirement benefits

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

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

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

a. years of service in the company

b. monthly salary at the retirement year

b. other factors in accordance with the existing legislation

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

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

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

accounted separately from the liability that correspond to future services.

The most important assumptions taken into account are the following:

Date of assumption Interest rate Increase in

remuneration

Inflation rate

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

31/12/2014 2.18% 0%(2014-2017) 1,00%

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

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

31/12/2014.

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

availability of the required funds, when obligation is raised.

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

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

3.20 Factoring

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

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

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

4. Segment Information

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

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

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

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

10% of activity.

5. Financial assets

5.1 Financial assets

Financial assets are classified into the following four categories:

- Financial assets at fair value through profit or loss

- Held-to-maturity investments

- Available-for-sale financial assets

- Loans and receivables

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

The entity does not hold such financial assets

5.1.2 Held-to-maturity investments

The entity does not hold such investments

5.1.3 Available-for-sale financial assets

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

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

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

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

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

of comprehensive income account on the year in which the sale occurred.

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

comprehensive income account when the right of collection is effected.

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

5. Financial assets (cont.)

5.1. Financial assets (cont.)

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

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

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

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

immaterial.

5.1.5 Impairment of financial assets

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

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

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

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

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

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

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

observable changers in national or local economic conditions.

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

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

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

receivables are considered uncollectible.

5.2 Financial liabilities and equity instruments issued by the Group

5.2.1. Equity instrument

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

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

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

costs. The company has not issued any equity instruments.

5.2.2 Financial liabilities

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

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

5.2.2.1. Financial liabilities at fair value through profit and loss

The entity does not hold such financial liabilities

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

5. Financial assets (cont.)

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

5.2.2 Financial liabilities (cont.)

5.2.2.2 Other financial liabilities

Other financial liabilities including borrowing are initially measured

at fair value, net of transaction costs.

Other financial liabilities (loans) are subsequently measured at

amortised cost using the effective interest method at statement of

financial position date at present value by applying the effective

interest rate, when the loan interest is materially different.

Considering the short-dated life of financial liabilities the estimated

future cash payments do not materially differ from the initial

measure of the liability.

5.3. Derivative financial instruments

The company has loan agreement carrying variable interest rate,

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

risk of such it enters into interest rate swap agreement.

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

the date of the financial statements.

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

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

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

with negative fair value as liabilities.

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

6. Critical accounting judgements and Management’s estimation.

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

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

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

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

uncertainty thereon and to provide appropriate accounting treatment .

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

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

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

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

assessment of deferred tax assets ( note 18 )

7. Dividends

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

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

Assembly meeting.

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

8. Revenue

31/12/2014 % 31/12/2013 % 31/12/2014 % 31/12/2013 %

Advertising 65.445.959 83,59 64.073.469 82,93 65.445.959 84,16 64.073.469 83,62

Income from TV programmes 2.085.460 2,66 1.707.027 2,21 2.085.460 2,68 1.707.027 2,23

Income from TV rights 2.144.895 2,74 1.764.184 2,28 2.144.895 2,76 1.764.184 2,30

Technical support 2.462.056 3,14 2.384.751 3,09 2.462.056 3,17 2.384.751 3,11

Sponsors in programmes 2.887.300 3,69 3.970.020 5,14 2.887.300 3,71 3.970.020 5,18

Other income 2.741.789 3,50 2.721.940 3,52 2.741.789 3,53 2.721.940 3,55

Income from TV rights (Sub. Company) 530.000 0,67 643.120 0,83 0 0,00 0 0,00

78.297.459 100,00 77.264.511 100,00 77.767.459 100,00 76.621.391 100,00

9. Operating expenses

31/12/2014 31/12/2013 31/12/2014 31/12/2013

Staff wages and expenses 23.173.601 23.798.971 23.173.601 23.798.971

Third parties fees and expenses 12.636.719 12.824.769 12.279.213 12.761.869

Utilities 5.262.044 5.208.904 5.262.044 5.208.904

Taxes and duties 1.668.204 1.798.062 1.668.204 1.798.062

Sundry expenses 3.839.861 3.847.333 3.761.670 3.755.883

Finance costs 7.966.012 9.732.210 7.961.310 9.731.490

Consumables-spare parts 127.217 55.477 127.217 55.477

Depreciation/Amortization * 41.471.262 45.054.326 41.471.262 45.054.326

Less: Cost or origination of own production (2.102.610) (2.206.969) (2.102.610) (2.206.969)

94.042.310 100.113.083 93.601.911 99.958.013

                             

* Tanglible assets (note 13) 40.587.654 44.178.879 40.587.654 44.178.879

* Intagible assets (note 14) 883.608 875.447 883.608 875.447

                              41.471.262 45.054.326 41.471.262 45.054.326

The above amounts have neem allocated as follows:

31/12/2014 31/12/2013 31/12/2014 31/12/2013

Cost of sales 79.120.583 83.001.737 78.763.076 82.938.837

Administrative expenses 4.887.219 5.152.826 4.809.029 5.061.376

Selling expenses 2.068.496 2.226.310 2.068.496 2.226.310

Financial expenses 7.966.012 9.732.210 7.961.310 9.731.490

94.042.310 100.113.083 93.601.911 99.958.013

Group Company

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

9. Operating expenses (cont.)

* Finance expenses have been impaired with interest rate swap instrument by EUR 189.927 (2014)

and EUR 142.169 (2013) respectively. On 31/12/2014 the interest rate swap contract terminated and

as a result finance costs further impaired by 700.000 euros.

* Group’s other expenses (31/12/2013) include an amount of 512.981 euro which represents the

impairment of bank balances of the 100% subsidiary company "TELETYPOS CYPRUS LTD" in

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

-

10. Other expenses

31/12/2014 31/12/2013 31/12/2014 31/12/2013

Subsidies of educational programmes 340.360 102.400 340.360 102.400

Foreign exchange differences 247.516 198.280 247.516 198.280

Hedging obligations note.28.5 0 481.000 0 481.000

Other expenses* 474.428 1.198.086 474.428 685.105

1.062.304 1.979.766 1.062.304 1.466.785

11. Other income

31/12/2014 31/12/2013 31/12/2014 31/12/2013

Foreign exchange differences 92.507 105.922 92.507 105.922

Refund of fine from NCRTV 51.200 266.240 51.200 266.240

Other income ** 266.516 1.823.825 266.516 820.625

410.223 2.195.987 410.223 1.192.787

GROUP COMPANY

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Page 52

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

12. Taxation

The company’s profits for the year 2014 are taxed at the rate of 26% after they have been

adjusted for expenses not tax allowed and for any tax free reserves.

Due to the losses reported for the period 01/01 -31/12/2014 no tax has been claimed.

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

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

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

contingent liability for extra taxes in case of a tax audit. The year 2011 and forward,

according to the new law is carried out by the auditors’ of the Company.

The profits of the subsidiary company are taxed at the tax rate of 12,5% years 2014 and 2013

and no further taxation applies in the country of operations. Profits arising from sales of

investments in associates are not taxable. Dividends for the subsidiary company are added to

the taxable income of the parent company and taxed accordingly with the prevailing rate. The

corresponding dividend’s tax paid in foreign country is counterbalanced.

31/12/2014 31/12/2013 31/12/2014 31/12/2013

Current income tax (27.148) (67.756) - -

Deferred taxes (note 18) 3.854.463 2.660.340 3.854.463 2.660.340

Other non-incorporated in operating cost taxes (867) (13.506) (867) (13.506)

Total tax for the period 3.826.448 2.579.078 3.853.596 2.646.834

Total tax for the year consists of: 31/12/2014 Tax 31/12/2013 Tax 31/12/2014 Tax 31/12/2013 Tax

Loss for the period before taxes (parent) (16.406.467) rate (23.986.712) rate (16.406.467) rate (23.986.712) rate

Profit for the period (subsidiary) 490.219Profit for the period before taxes (subsidiary) 119.981 496.016 - -

Taxable profit (16.286.486) (23.000.477) (16.406.467) (23.986.712)

Income tax (parent) 0% - 0% - - 0%

Income tax (subsidiary) (14.998) 12,5% (62.002) 12,5% - - 0%

Prepayment of income tax (subsidiary) (12.150) (5.754) - -

Total tax for the period (27.148) (67.756) 0 0

Deferred taxes

Depreciation 3.785.024 2.078.409 3.785.024 2.078.409

Provision for contingencies - expenses 69.439 581.931 69.439 581.931

Total tax 3.854.463 2.660.340 3.854.463 2.660.340

Other non-incorporated in operating cost taxes (867) (13.506) (867) (13.506)Prior year income tax 0 0

Total tax for the period 3.826.448 2.579.078 3.853.596 2.646.834

GROUP COMPANY

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Page 53

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

12. Taxation (cont.)

The company has finalized their tax obligations up to the year 2009. The closing of the tax years

2005, 2006, 2007, 2008, 2009 was completed in 2011. The additional tax obligations as presented

annually was computed mainly on the basis of accounting differences (expenses not allowed by

tax authorities) on which the management has its reservations.

Year Tax obligation

(in euro)

2005 481,536

2006 537,925

2007 415,352

2008 370,978

2009 340,616

TOTAL 2,146,407

The sum of the tax obligations was paid in 36 settlements.

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

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

liability for the open tax years.

For the periods 2011, 2012, 2013 tax audit has been conducted by the auditors in accordance with

Article 82 § 5 of Law 2238 and tax certificate has been issued without qualification.

For the period 01/01/2014 to 31/12/2014 the tax audit from the auditors is in progress and until the

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

However the tax certificate is expected to be issued without qualification.

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Page 54

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

13. Intangible assets-Programme rights

GROUP-COMPANY

Programme

and

film rights

2013

Cost

1.1.2013 1.071.405.165

14.966.586

7.873.734

In House production under way (321.600)

31.12.2013 1.093.923.885

Amortization

1.1.2013 949.519.313

Charge for the period 44.178.879

31.12.2013 993.698.192

Net Book Value 31.12.2013 100.225.693

2014

Cost

1.1.2014 1.093.923.885

19.997.074

5.126.019

In House production under way 189.400

31.12.2014 1.119.236.378

Amortization

1.1.2014 993.698.192

Charge for the period 40.587.654

31.12.2014 1.034.285.846

Net Book Value 31.12.2014 84.950.532

Purchases

Disposals

Purchases

Disposals

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Page 55

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

14. Tangible assets GROUP-COMPANY

Furnitures

2013 Land Buildings Plant and Transportation and

machinery means equipment Total

Cost

1.1.2013 4.799.610 3.271.919 19.561.570 716.121 14.599.863 42.949.083

0 0 66.084 3.455 284.081 353.620

Sales 0 0 (18.253) 0 (320) (18.573)

0 0 (171.767) (3.400) (2.299) (177.466)

4.799.610 3.271.919 19.437.634 716.176 14.881.325 43.106.664

1.1.2013 0 2.687.700 17.357.144 683.645 14.079.040 34.807.529

For the period 0 131.983 537.542 9.777 196.144 875.446

Disposals 0 0 (184.800) (2.848) (2.486) (190.134)

0 2.819.683 17.709.886 690.574 14.272.698 35.492.841

N.B.V.

4.799.610 452.236 1.727.748 25.602 608.627 7.613.823

2014Cost

1.1.2014 4.799.610 3.271.919 19.437.634 716.176 14.881.325 43.106.664

0 0 346.785 0 254.644 601.429

Sales 0 0 (23.545) 0 (615) (24.160)

0 0 (363.260) 0 (5.675) (368.935)

4.799.610 3.271.919 19.397.614 716.176 15.129.679 43.314.998

1.1.2014 0 2.819.683 17.709.886 690.574 14.272.698 35.492.841

for the period 0 128.219 541.500 9.976 203.913 883.608

Sales 0 0 (385.346) 0 (6.208) (391.554)

0 2.947.902 17.866.040 700.550 14.470.403 35.984.895

N.B.V.

4.799.610 324.017 1.531.574 15.626 659.276 7.330.103

Purchases

Disposals

31.12.2013

Purchases

Depreciation

31.12.2013

31.12.2013

31.12.2014

31.12.2014

Disposals

31.12.2014

Depreciation

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Page 56

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

15. Investments – Shares in associates and subsidiary companies

Investments are stated at cost as follows:

GROUP

31/12/2014

%

Shareholding

31/12/2013

%

Shareholding Logos (Cyprus) a. - 25,00 - 25,00

Television Royalties

S.A. b. 1.800 1,00 1.800 1,00

Digital Provider S.A. c.

1.655.260 16,04

952,840

15,61

1.657.060 954.640

Main activities:

a) Logos (Cyprus): Logos is a TV and Radio broadcasting company based on Cyprus. It operates both TV

broadcasting and radio station. By decision of the parent company’s Board of Directors at the 26th of

November 2009, the participation (25%) in POLITICS and PLIROFORIAKI ETAIREIA “O LOGOS O.E.”

was transferred to the subsidiary “TELETYPOS CYPRUS LTD”. The transfer was completed at the 8th of

December 2009. The participation of the subsidiary in LOGOS O.E. relates to Television activities and does

not extended to equity participation.

With a new agreement which is in force until 30/06/2014, the participation has transformed into limited

liability as a result of conversion of LOGOS from a general partnership into a limited company. Given that

the anticipation of the contract for the transfer of TILETYPOS’s shares upon the expiration is without price,

the cost of participation was transferred in profit and loss on 31/12/2011.

b) TELEVISION ROYALTIES S.A.: It’s a company aiming in the management and protection of third

parties royalties.

c) DIGITAL PROVIDER S.A.: The company Digital Provider S.A. was established in 2009 along with other

7 television companies. The main objective of the company is the development of the digital network, the

providing of technical services for the establishment, operations and the maintenance of this network.

Through a decision of the Extraordinary General Meeting of the shareholders on 6 June, 2012 it was decided

to increase the share capital of the company which was ratified by a decision of the Board of Directors on 29

November, 2012. The contribution of Teletypos S.A. in this increase amounted to euro 282.840 and

constitutes 15.61% of share capital.

The General Assembly of the 16th September 2013 approved the share capital increase of the company by

4.500.000 euro with an issuance of 225.000 new shares with a nominal value of 20 euro each. The

participation of Teletypos S.A. in the aforementioned share capital increase amounts to 702.420 euro. The

share capital increase has been completed at the 14th of March 2014. Τhe share of Teletypos S.A. is 16,04%.

A security pledge on the shares the company holds in Digital Provider S.A existed for the purpose of

securing the loan liabilities amount up to 14 million euros, based on the shareholding in Digital Provider

S.A.

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Page 57

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

15. Investments – Shares in associated and subsidiary companies (cont’d)

COMPANY % %

31/12/2014 Shareholding 31/12/2013 Shareholding

Teletypos Cyprus Ltd 1.026.000 100,00 1.026.000 100,00

Television Royalties S.A. 1.800 1,00 1.800 1,00

Digital Provider S.A. 1.655.260 16,04 952.840 15,61

2.683.060 1.980.640

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Page 58

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

16. Other financial assets

                                                   31/12/2014 31/12/2013 31/12/2014 31/12/2013

Guarantee given:

Rent 270.760 274.969 270.760 274.969

Hertz (car rental) 23.661 26.691 23.661 26.691

Electricity Power 9.387 11.202 9.387 11.202

EBU (4 lines) 30.600 30.600 30.600 30.600

Associated Press 1.388 1.388 1.388 1.388

Attiki Road 1.500 1.500 1.500 1.500

Other financial assets 131 131 131 131

337.427 346.481 337.427 346.481

17. Trade and other receivables

31/12/2014 31/12/2013 31/12/2014 31/12/2013

Clients (3) 41.776.453 38.967.802 41.306.452 38.684.692

Cliens Factoring 18.567.278 18.796.147 18.567.278 18.796.147

Post dated cheques 578.909 1.474.955 578.909 1.474.955

Deliquent cheques 10.530.006 10.525.829 10.530.006 10.525.829

Provision for prepayment of income tax and

other receivables from Greek Government

Shares of listed company (1) 90.973 156.512 90.973 156.512

V.A.T. 295.483 312.167 295.483 312.167

Advances on account 41.135 36.394 41.135 36.394

Settlement stamp 116.886 116.886 116.886 116.886

Advertising Stamp Duty 988.848 988.848 988.848 988.848

Personnel loans 31.330 29.430 31.330 29.430

Other debtors 288.890 1.698 288.890 1.698

Minus: Provision for doubtful customers and

overdue postdated cheques (2) (17.318.518) (17.313.144) (17.318.518) (17.313.144)

56.341.851 54.436.140 55.844.171 54.127.306

354.178 342.616 326.499 316.892

GROUP COMPANY

GROUP COMPANY

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Page 59

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

17. Trade and other receivables (cont.)

(1) Cost of shares (19.564 shares) of a company listed in the Greek stock exchange under the name of

“GREEK STOCK EXCHANGE S.A.” which was valued at the closing rate at 31/12/2014 of euro

4,65 per share.

(2) The provision for bad debts was made based on the ageing analysis which is the adopted accounting

policy taking into consideration the history of the client , the current economic climate and other

information. Under these circumstances there are no receivables for which no provision for bad debts

was made.

(3) There is a pledge / assignment of receivables amounting to at least € 10.000.000 as part of the

collateral provided against the Debenture Loan, corresponding to each current "open" balance of

specific customers approved by banks. The provided credit period to these customers does not change

and therefore the short-term nature is not affected.

18. Deferred taxes

GROUP/COMPANY

31/12/2014 31/12/2013

Deferred tax liabilities (2.296.423) (6.205.045)

Receivable from deferred taxes 9.472.970 9.090.099

Closing balance 7.176.547 2.885.054

Deferred tax analysis:

31/12/2014 31/12/2013

At 1st January 2.885.054 791.748

Deferred tax for the period: 3.854.464 2.660.340

Deffered Tax charged to Net Assets 437.029 (567.034)

Balance as of 31 December 2014 7.176.547 2.885.054

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Page 60

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

18. Deferred taxes cont.

Deferred taxation assets/liabilities are connected to:

Unrealised Tax Valuation reserves

Provisions exchange Losses Depreciation on listed

Group/Company differences Brought Forward note. 3.7 securities Total

Balance as 1st January 2013 1.383.006 (10.949) 7.404.258 (7.967.547) (17.021) 791.747

Plus: Charge to income statement

for the year 576.818 5.113 0 2.078.409 0 2.660.340

Recognised directly in equity (543.361) 0 0 0 (23.672) (567.033)

Balance as 31st December 2013 1.416.463 (5.836) 7.404.258 (5.889.138) (40.693) 2.885.054

Plus: Charge to income statement

for the year 69.628 (188) 0 3.785.024 0 3.854.464

Recognised directly in equity 419.989 0 0 0 17.040 437.029

Balance 31 December 2014 1.906.080 (6.024) 7.404.258 (2.104.114) (23.653) 7.176.547

Deferred tax asset in relation with recognized tax loss is recognized to the extent that the expected

realization of related benefit through future taxable profit is probable.

The loss that is used as a base for calculation is estimated in relation with the expected profits and in

accordance with the strategic planning of the company and with the effect in the results of the changes of

the way of calculation of depreciation of the programme. Within the year the company has an estimated

deferred tax asset of EUR 7,404,258.

The right to set off losses against taxable profits for which tax asset is recognized, expires in 2019 for the

losses of the year 2014. The recognized tax annual losses of 2014 will be the base for the revision of the

deferred tax asset due to losses, during the preparation of the annual financial statements of 31/12/2015.

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Page 61

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

19.Prepaid programme rights and sundry expenses

31/12/2014 31/12/2013 31/12/2014 31/12/2013

Film rights* 37.256.676 38.894.488 37.256.676 38.894.488

Sundry Expenses 141.360 147.561 141.360 147.561

37.398.036 39.042.049 37.398.036 39.042.049

Group Company

*Prepared programme rights represent the cost of the third parties programmes which have been

invoiced but not yet transmitted.

20. Cash and cash equivalent

31/12/2014 31/12/2013 31/12/2014 31/12/2013

Cash 19.591 17.881 19.591 17.881

Cash in bank 6.469.204 7.010.071 5.750.907 6.579.993

Cash equivalents* 911.401 1.530.014 911.401 1.530.014

7.400.196 8.557.966 6.681.899 8.127.888

Group Company

* Cash equivalents are postdates checks that are due in less than three month time and that a big percentage of them has already

received up to the date of the publishing of the financial statements.

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Page 62

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

21. Share capital

GROUP/COMPANY

000’ Drs. Euro

Authorised share capital

Issued and fully paid € 31,237,500,00

nominal ordinary shares of G.Drs. 200 each 6,247,500

(a) Increase of share capital through capitalisation:

- Share premium (a) 3,393,146

- Revaluation reserve 322,259

- Tax free reserves _681,273

Total share capital 31,237,500 nominal ordinary

shares of Euro 1 (Drs 340,75) each

10,644,178 31.237.500

(b) Increase of share capital through capitalisation:

- Difference from issuance of shares 1.561.875

- Revaluation reserves 1.489.534

- Taxable reserves 72.341

Total 3.123.750

Total share capital at 31/03/2008 34,361,250 nominal

ordinary shares of Εuro 1 each 34.361.250

( c) Increase of share capital through capitalisation :

- Taxable reserves 3.436.125

Total share capital increase (General Meeting 15th May 2008) 3.436.125

Total share capital at 31/12/2011 37,797,375 nominal ordinary shares of

Εuro 1 each 37.797.375

(d) Decrease of share capital:

- According to article 4 note 4a of Law 2190/1920 -26.458.163

Total share capital decrease with respect of General Assembly of the 20th January 2012 -26.458.163

(d) Share capital increase

- Cash payments 3.779.738

Total share capital increase (General Meeting 15th June 2012). 3.779.738

Total share capital at 31/12/2012 50,396,500 nominal ordinary shares of

Εuro 0,30 each 15.118.950

The average share price and the closing price of the shares were respectively:

31/12/2013 € 0,269 and € 0,133

30/12/2014 € 0,201 and €0,108

21(a) The difference from the issuance of shares is the difference between the nominal value of the shares

and the issuance value of the shares that have been made available to the public through the Stock

Exchange in 1994 and 1999.

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Page 63

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

21(b) The General Meeting of the 23rd

of May 2006 decided to increase the share capital by three million

one hundred twenty three thousands seven hundred and fifty (3.123.750) euros through capitalisation

a) amount 1.489.534,26 euro through a revaluation of assets according to law 2065/1992 b)

amount 1.561.875,00 euro through capitalising reserves that occurred from previous share capital

increases and c) amount 72.340,74 through taxable reserves according to article 8 of the law

2579/1998 with the issuance of three million one hundred twenty three thousands seven hundred

and fifty (3.123.750) common ordinary shares of nominal value (1) euro each and the distribution to

shareholders of 1new share for every 10 held.

After the above mentioned share capital increase the company’s share capital amounted to thirty four

million three thousand sixty one and two hundred and fifty euros (34.361.250), which accounts to

thirty four million three thousand sixty one and two hundred and fifty (34.361.250) common

ordinary shares of nominal value 1 euro each.

21(c) The General Meeting of the 15th of May 2008 decided to increase the share capital by three million

four hundred thirty six thousands one hundred and twenty five (3.436.125) euros through

capitalization a) amount 3.383.002,12 euro through taxable reserves b) amount 53.122,88 euro

through taxable reserves according to article 8 of the law 2579/1998 wit the issuance of three

million four hundred thirty six thousands one hundred and twenty five (3.436.125)common ordinary

shares of nominal value (1) euro each and the distribution to shareholders of 1 share for every 10

held.

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Page 64

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

21. Share capital (cont.)

21(c) After the above mentioned share capital increase the company’s share capital will amount to thirty

seven million seventy thousand ninety seven and three hundred and seventy five euros (37.797.375), which

accounts thirty seven million seventy thousand ninety seven and three hundred and seventy five

(37.797.375) common ordinary shares of nominal value 1 euro each.

21(d) The extraordinary general meeting of the 20th of January 2012 decided to

1) Decrease the share capital of the company by 26.458.162,50 euro through a decrease in the nominal value

of the share from 1,00 euro to 0,30 euro creating an equivalent special reserve according to the provisions of

Article 4 § 4 of Law 2190/1920.

2) Increase the share capital of the company by 3.779.737,50 euro through cash payments and the issuance

of 12.599.125 common shares with nominal value of 0,30 euro each.

3) Change of article 5 of the article of association of the company. After the share capital increase the share

capital of the company amounts to 15.118.950 euro and is distributed to 50.396.500 common shares with

nominal value of 0,30 euro each.

21(e) The extraordinary general meeting of the 15th of June 2012 decided to

a) Recall the 20/1/2012 decision of the share capital increase

b) Increase the share capital of the company with the same terms that was decided in the extraordinary

general meeting of the 20/01/2012 that is by 3.779.737,50 euro with case payments and with the issuance of

12.599.125 new common shares with nominal value of 0,30 euro each and the distribution to shareholders of

1 new share for every 3 held at 0,80 euro each with a corresponding change of article 5 of the article of

association of the company.

Total capital obtained € 10.079.300

21(f) At 29/08/2012 recorded in the S.A Companies Register, the minute of the Board of Directors of

20/08/2012 which certified the payment of increase in share capital by 3,779,737.50 euros and the increase

in share premium by 6,299,562.50 euros, that was decided by the General Meeting on 15/06/2012.

After the share capital increase the share capital of the company amounts to 15.118.950 euro with

50.396.500 common shares of 0,30 euro each.

21(g) The General Assembly of 18.4.2013 approved the 15.118.950 euro share capital increase of the

company with the issuance of 50.396.500 new shares with a nominal value of 0,30 euro each.

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

21. Share capital (cont.)

21(h) (cont). At the 15th of October 2013 the proceedings of the Board of Directors of Teletypos S.A. were

registered in General Electronic Commercial Registry (G.Ε.ΜI.) with a registrations number of 108191

according to which the share capital increase of 15.118.950 euro that was approved by the General Assembly

of 18/04/2013 was verified.

Consequently the paid share capital now amounts to 30,237,900 EUR and divided into 100,793,000 ordinary

shares, par value 0,30 each.

21(i) The share capital of Teletypos Cyprus has been eliminated for consolidation purposes

22. Reserves

Group Company Valuation

reserves on

*Statutory Revenue Revaluation listed

Reserves reserve reserve securities Total

Balance at 1 January, 2013 6.102.831 26.458.163 4.262.806 68.082 36.891.882

Change in year (note22α) 0 0 0 47.736 47.736

Balance at 31 December, 2013 6.102.831 26.458.163 4.262.806 115.818 36.939.618

Reserves offset L. 4172/2013 note 22d (4.262.806) (4.262.806)

Translation difference (note 22c) 0 0 0 (48.498) (48.498)

Balance at 31 December, 2014 6.102.831 26.458.163 0 67.320 32.628.314

22a. Statutory reserves has been formed after the decrease of the shares nominal value according to article 4 of

(N. 2190/1920 note 21d).

22b. Valuation of the cost of shares listed on the stock exchange for which previously a reserve was created. The

amount of approximately 47.74 thousand euros represent impairments equivalent to the original reserve.

22c.Valuation of shares listed on the Athens Stock Exchange for which a revaluation reserve was formed in the past.

The change of 48.50 thousands EUR equally increased reserves and other assets (securities).

22d. The reserves of tax-free and specially taxable income are subject under the new tax rule (N.4172/13) in 19%

tax

or offsetting with recognized tax losses. Management will choose in 2014 offsetting with losses.

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

23. Long term liabilities

31/12/2014 31/12/2013 31/12/2014 31/12/2013

Debenture loan (23.1) 67.992.177 82.281.615 67.992.177 82.281.615

Provision for retirement benefits (23.2) 8.325.682 6.853.102 8.325.682 6.853.102

Interest rate swap obligation (note.28.5) 0 481.000 0 481.000

Total long term liabilities 76.317.859 89.615.717 76.317.859 89.615.717

GROUP COMPANY

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

23. Long term liabilities (cont.)

23.1 Debenture loans

Long-term liabilities is mainly a debenture loan of 98.000.000 euro issued at 18.12.2012. The loan aimed in the

restructuring of the short and long term liabilities. The loan is guaranteed * with a floating interest rate, based on

6month Euribor plus spread 6,00%. The duration is 48 months. The loan is payable in seven instalments. The banks

that participated in the loan are Alpha Bank, Piraeus bank, Eurobank Ergasias bank, National Bank. Alpha Bank is

the administrative bank. On 7/11/2013 Teletypos S.A. prepaid a portion of loan amounted to 5.880.000 euro that

were due at 28.12.2013. Also, on 28.06.2014 Teletypos S.A. prepaid a portion of loan amounted at 2.940.000 euro.

On 23.12.2014 the postponement of the payments that were due at 28.12.2014 by three months, was approved.

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

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

- Pledge / assignment of receivables amounting to a minimum of € 10,000,000 note 17.3

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

1,71 each.

- Future collateral on property rights of the company.

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

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

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

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

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

statement over the life of the instrument. The difference between the actual and the nominal interest rate is

0.6 percentage points.

Date of Payment Long-term Short-term Total

Portion Portion

Debenture Loan 30-Mar-15 0 5.880.000 5.880.000

Debenture Loan 28-Jun-15 5.880.000 5.880.000

Debenture Loan 28-Dec-15 8.820.000 8.820.000

Debenture Loan 28-Jun-16 8.820.000 0 8.820.000

Debenture Loan 28-Dec-16 59.780.000 0 59.780.000

Total 68.600.000 20.580.000 89.180.000

Issuance expenses of the loan** (607.823) - (607.823)

67.992.177 20.580.000 88.572.177Total long-term liabilities

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

23. Long term liabilities (cont.)

23.1. Debenture loans (cont.)

* On 07.11.2013 the company prepaid bonds amounting to 5.880.000 euro of initial expiration date

28/12/2013.

23.2 Retirement indemnities as calculated by the actuarial company ‘Hewitt Associates’

Retirement indemnities have been calculated by the actuarial company ‘Hewitt Associates’.

For the period 1/1-31/12/2014 retirement indemnities amounted to € 814.120 while for 2013 amounted to €

605.332

Opening provisions 31/12/2011 8.381.601

Payments during 2013 (43.979)

Adjustment of liabilities 31/12/2013 605.332

Reassessment of personnel's benefits liability IAS 19 (note.2β) 31/12/2013 (2.089.852)

Forecast retirement indemnities 31/12/2013 6.853.102

Opening provisions 31/12/2013 6.853.102

Payments during 2014 (956.881)

Adjustment of liabilities (provision) 31/12/2014 814.120

Reassessment of personnel's benefits liability IAS 19 (note.2β) 31/12/2014 1.615.341

Forecast retirement indemnities 31/12/2014 8.325.682

2013

2014

The above effect is due to the adoption of the revised IAS 19 (1/1/2013) which has introduced the following

changes:

Actuarial gains / losses. Removes the option of gradual recognition of gains and losses by the method of

'10% corridor '(elimination method spread) therefore the actuarial gains / losses are presented in a fiscal year

are recognized fully and directly in other comprehensive income (Other Comprehensive Income) and there is

the possibility of a gradual recognition in subsequent periods.

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

23. Long term liabilities (cont.)23.2 Retirement indemnities as calculated by the actuarial company ‘Hewitt Retirement Indemnity

31/12/2014 31/12/2013

Amounts recognised in Balance Sheet

Present value of obligations 8.325.682 6.853.102

Net Liability in BS 8.325.682 6.853.102

Amounts recognized in Profit and Loss

Service cost 174.381 239.026

Net interest on the net defined benefit liability / (asset ) 237.462 270.896

Regular P&L Charge 411.843 509.922

Recognition of past service cost 0 0

Settlement /Curtailment / Termination loss / (gain ) 408.217 51.431

Total P&L Charge 820.060 561.353

Reconciliation of benefit obligation

DBO at start of period 6.853.102 8.381.601

Service cost 174.381 239.026

Interest cost 237.462 270.896

Benefits paid directly by the Company (962.821) (80.717)

Settlement /Curtailment / Termination loss / (gain ) 408.217 51.431

Past service cost arising over last period 0 0

Actuarial (gain) / loss - financial assumptions 1.480.110 (962.046)

Actuarial (gain ) / loss - experience 135.231 (1.047.089)

DBO at end of period 8.325.682 6.853.102

Remeasurements

Liability gain / ( loss ) due to changes in assumptions (1.480.110) 962.046

Liability experience gain / ( loss ) a rising during the year (135.231) 1.047.089

Total actuarial gain / ( loss) recognised in O.C.I. (1.615.341) 2.009.135

Movements in Net Liability / (Asse t ) in B. S.

Net Liability / (Asset ) in B.S. at the beginning of the period 6.853.102 8.381.601

Benefits paid directly (962.821) (80.717)

Total expense recognized in the income statement 820.060 561.353

Total amount recognized in t h e O.C.I. 1.615.341 (2.009.135)

Net Liability / (Asset ) in B S 8.325.682 6.853.102

Cash flow

Expected contributions to the plan for next finacial year 0 0

Expected benefits paid by the plan for next finacial year 201.690 402.984

Assumptions

Discount rate 2,18% 3,57%

Inflation rate 1,00% 1,00%

2014-2017 0% 2014-2017 0%

2018+2,5% 2018+2,5%Future salary increases

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

24. Trade and other payable

31/12/2014 31/12/2013 31/12/2014 31/12/2013

Payables trade 37.718.296 34.050.348 39.527.810 36.712.752

Advances to customers 335.497 294.778 335.497 294.778

Taxes and duties 24.1 8.193.731 7.288.630 8.111.193 7.237.434

Social security funds 745.531 896.472 745.531 896.472

Other creditors 24.2 1.070.710 728.579 1.070.710 728.579

Accruals 24.3 315.280 1.243.527 315.280 743.527

Balance as per books at 31st December 48.379.045 44.502.334 50.106.021 46.613.542

24.1. Taxes and duties 31/12/2014 31/12/2013 31/12/2014 31/12/2013

Broadcasting licence fees 6.871.456 5.744.991 6.871.456 5.744.991

Income tax ( subsidiary company) 20.284 51.196 0 0

Taxes and Duties related to full time employees 759.907 853.294 759.907 853.294

Bond interest rates 426.396 508.046 426.396 508.046

Additional withholding tax 53.434 131.103 53.434 131.103

V.A.T 62.254 0 0 0

Balance as per books at 31st December 8.193.731 7.288.630 8.111.193 7.237.434

GROUP COMPANY

Group Company

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

24 Trade and other payable (cont.)

24.2 Other creditors

31/12/2014 31/12/2013 31/12/2014 31/12/2013

         Staff wages 0 1.382 0 1.382

Third parties fees 181.062 196.767 181.062 196.767

Staff retierments and dismissal indemnities 357.106 15.083 357.106 15.083

Sundry creditors 532.542 515.347 532.542 515.347

Balance as per books at 31st December 1.070.710 728.579 1.070.710 728.579

24.3. Accrual expenses

31/12/2014 31/12/2013 31/12/2014 31/12/2013

                       Interest and similar charges 261.894 55.037 261.894 55.037

Royalties 0 670.283 0 670.283

Third parties fees 11.811 9.045 11.811 9.045

Film rights 41.575 9.162 41.575 9.162

Provisions for contingent liabilities * 0 500.000 0 0

Balance as per books at 31st December 315.280 1.243.527 315.280 743.527

* Pertains to previous years made provisions in relation to potential liabilities relating to sale

of a related company

Balance 01/01/2011 6.039.486

Provisions current year 0

Used provisions 0

Release of non used provisions -4.039.486 (31/12/2011)

Release of non used provisions -1.500.000 (31/12/2012)

Release of non used provisions -500.000 (31/12/2014)

Balance 31/12/2014 0

GROUP COMPANY

GROUP COMPANY

The above provision was decreased based on events as per sale agreement. These events related to the

commitment by the subsidiary company Teletypos Cyprus LTD, which transferred its investments in

NETMED N.V (12.5%) to take all the responsibilities relating to payment all liabilities of this associated

company ( tax commitments, non recorded liabilities.. etc.) which may arise during the forthcoming four

years. The agreement stipulates the liabilities which according to a time frame are de facto, and the others

which are non claimable.

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

25. Short-term borrowings

Bank overdrafts

GROUP/COMPANY

Credit Amount Credit Amount

limit withdraw* limit withdraw

ALPHA BANK 0 0 0 93

PIRAEUS BANK* 0 0 10.000.000 10.000.000

PIRAEUS BANK** 0 0 3.720.000 3.785.838

PIRAEUS BANK*** 13.720.100 13.720.100 0 0

13.720.100 13.720.100 13.720.000 13.785.931

FACTORINGFACTORING FINANCING 18.567.278 18.796.147

Total short term loans 32.287.378 32.582.078

* Interest rate 7,38% (3month)

** Interest rate 3month euribor plus 6 %

*** Interest rate 3month euribor plus 6 %

**** The excess of the subscribed limit (where applicable) is related to accrued interest.

31/12/2014 31/12/2013

26. Issued Shares

COMPANY

Number Adjusted

of shares Period number of shares

2013

1 January - 31 October 50.396.500 286/365 39.488.764

14 October - 31 December 100.793.000 79/365 21.815.471

61.304.235

2014

1 January - 31 December 100.793.000 365/365 100.793.000

100.793.000

GROUP

Share capital of the subsidiary company has been eliminated for consolidation purposes.

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

27. Losses per Share

Losses per share are calculated by dividing the net loss attributable to the shareholders by the weighted

average number of ordinary shares in circulation during the period:

31/12/2014 31/12/2013 31/12/2014 31/12/2013

Loss for the period after taxes (12.460.038) (20.421.399) (12.552.871) (21.339.878)

Weighted average number of shares outstanding 100.793.000 61.304.236 100.793.000 61.304.236

Losses per share in Euro -0,1236 -0,3331 -0,1245 -0,3481

GROUP COMPANY

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

28. Financial instruments

28.1. Significant accounting policies

Accounting policies adopted relating to financial instruments, including the criteria for the

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

in respect of each class of financial assets, financial liabilities and equity instruments, are disclosed

in note 5 of the financial statements.

Group Company

Categories of financial instruments 31.12.2014 31.12.2013 31.12.2014 31.12.2013

Financial Assets

Receivables (including cash and cash

equivalents) 63.651.201 63.018.719 62.435.225 62.279.808

Available-for-sale financial assets 90.973 156.512 90.973 156.512

Financial Liabilities

Carrying amounts of payables (including

loans) 177.564.282 175.520.129 179.291.258 177.631.337

28.2. Fair value of financial instruments

Financial assets and liabilities are classified in the following levels depending on the method of

determining fair value in accordance with the revised version of IFRS. 7

- Level 1: for assets that are traded in an active market and whose fair value is determined by market

prices (unspecified) of similar items.

- Level 2: for assets whose fair value is determined by factors related to market data, either directly (as

prices) or indirectly (derivative values).

- Level 3: for assets whose fair value is determined by observations from the market, but is mainly based

on internal estimates

Exceptionally investments in shares of listed companies in the Stock Exchange Market are measured

at fair value at the closing date rate in 31/12/2014:

GROUP – COMPANY 31/12/2013

Level 1 Level 2 Level 3 Total

Financial Assets - - - -

Shares listed in the Stock Exchange Market 156.512 - - 156.512

GROUP – COMPANY 31/12/2014

Level 1 Level 2 Level 3 Total

Financial Assets - - - -

Shares listed in the Stock Exchange Market 90.973 - - 90.973

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

28.3. Financial risk management objectives

The management considers this risk managed and the existence of a special function for its monitor

is not considered necessary. This risk includes “market risk (including currency risk, fair value

interest rate risk, and price risk), credit risk, liquidity risk”. The company tries to minimize the

consequences of those risks and mainly the fluctuations of interest rate via the use of derivates

financial instruments. The company does not use derivative financial instruments for speculation

purposes.

28.4. Market – Foreign currency

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

exchange rate have effect only at the acquisition of foreign programme which is expressed in

currency other than euro. The company does not enter into any derivative financial instrument to

manage its exposure since it considers that the risk is immaterial.

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

company’s earnings and equity.

Sensitivity Analysis of Changes in dollar exchange rates

Foreign

currency

Dollar

Indicative changes

of exchange rates

Impact on the

profit before tax

(euro)

Impact on the

equity

(euro)

Year 2013 US$ 1% 20.000 20.000

-1% (20.000) (20.000)

Year 2014 US$ 1% 13.000 13.000

-1% (13.000) (13.000)

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

fluctuation of euro-dollar exchange rates.

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

28.5 Interest rate risk management

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

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

are being evaluated periodically in order to estimate their effectiveness.

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

company’s earnings and equity.

Interest rate

fluctuation

Impact on the profit

before tax

(euro)

Impact on the equity

(euro)

Year 2013 +1% (1.070.000) (1.070.000)

-1% 1.070.000 1.070.000

Year 2014 +1% (1.036.000) (1.036.000)

-1% 1.036.000 1.036.000

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

Interest rate swap agreements

By these contracts the company tries to mitigate the risk of the fluctuating interest rate of fixed rate

and variable rate interest on the basis of notional amounts. These contracts allow the company to

minimise the consequences of interest rate fluctuations.

The fair value of these contracts is calculated at the time of preparation of the financial statements as

equal to the present value of future cash flows using estimation of the market rates about the future

interest rate.

Interest expenses of these contracts are paid on quarterly basis and are recorded in the statement of

comprehensive income.

On 31/12/2014 there were two contracts hedging cash flows total amount of € 50.000.000 imaginary

deadline until 2015.

The two interest rate swaps covering 50% of the bond loan.

The interest rate of the bond loan is 6 months euribor + 6,00% margin.

The compensation is in 6months euribor

The characteristics of the contracts are as follows:

Contract 1 Contract 2

euro euro

Initial Notional amount 30,000,000 20,000,000 50,000,000

Maturity date 08/12/2015 08/12/2015

The amount of the valuation (219.000) was charged to the income statement.

28.6. Credit risk management

Credit risk refers to the probability of uncollectability of assets as trade receivables. The risk is

considerably mitigated with the adoption of the following policies by the company:

- on going credit evaluation of the customers

- partial guarantee provided by the customers

- partial credit guarantee insurance cover of receivables

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

and there is no dependence on a significant client.

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

28.7. Liquidity risk management

The company manages liquidity risk by matching the maturity profits of financial assets and

liabilities and by maintaining adequate reserves (cash in hand and banking facilities) and reserve

borrowing facilities special purposes. The company manages liquidity risk by continuously

monitoring forecast and actual cash flows.

A. LIABILITIES

COMPANY

31/12/2013 Total

Conventional

Cash flow Within one year

From 1 to 5

years After 5 years

Loans 123.683.693 145.246.574 48.237.980 97.008.594 -

Suppliers and others 53.947.644 53.947.644 46.613.542 481.000 6.853.102

TOTAL 177.631.337 199.194.218 94.851.522 97.489.594 6.853.102

31/12/2014

Loans 120.859.555 135.586.534 58.620.503 76.966.030 -

Suppliers and others 58.431.703 58.431.703 50.106.021 - 8.325.682

TOTAL 179.291.258 194.018.237 108.726.524 76.966.030 8.325.682

GROUP

31/12/2013

Loans 123.683.693 145.246.574 48.237.980 97.008.594 -

Suppliers and others

51.836.436

51.836.436

44.502.334

481.000

6.853.102

TOTAL 175.520.129 197.083.010 92.740.314 97.489.594 6.853.102

31/12/2014

Loans 120.859.555 135.586.534 58.620.503 76.966.030 -

Suppliers and others 56.704.727 56.704.727 48.3749.045 - 8.325.682

TOTAL 177.564.282 192.291.261 106.999.548 76.966.030 8.325.682

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TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

B. RECEIVABLES

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

completed with the collection of the total invoiced amount within 30 days from the issue of the invoice,

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

collection of the remaining amount in 160 days.

Debtors’ balances on 31/12/2014 are not covered by any form of collateral.

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

outstanding balances beyond 6 months.

On 31/12/2014 the total of receivables that were characterized as doubtful were:

Against these bad debts a provision of € 17.318.518 has been accounted.

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

Agreement of changes in the account ‘’provision for doubtful debtors, receivables and checks overdue. ‘’

GROUP COMPANY

31.12.2014 31.12.2013 31.12.2014 31.12.2013

Balance 1.1 17.313.144 16.833.103 17.313.144 16.833.103

Year’s 2013 provision through

profit & loss

5.374

480.041

5.374

480.041

Balance 31.12 17.318.518 17.313.144 17.318.518 17.313.144

Clients 5.799.664

Checks delayed 10.530.006

Fund of Newspapers’ Staff of

Athens and Salonika (Advertising

Stamp Duty)

988.848

17.318.518

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Page 80

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

29. Contingent liabilities

29.1. Additional income tax may be charged by the tax authorities in case of tax inspection for the

unaudited fiscal year 2010 (note 12). Taking into account the experience of previous years, substantial

charges are not expected.

29.2. Compensations to third parties of about 26.11 million which are expected to adjudicated for lawsuits

that have been filed against the company. The legal advisors do not expect substantial charges for the

company from these claims.

30. Financial Commitments

30.1 Commitments under agreements of approximately 12.91 million euro for the production of Greek

programmes.

30.2 Commitments under agreements of approximately 0.10 million euro for foreign programmes.

30.3 Commitments under agreements of approximately 2.67 million euro for premises.

Operating lease obligations

Payble for the period 01/01/2015 - 31/12/2015 1.576.706

Payble for the period 01/01/2016 - 31/12/2019 1.097.264

Payble after a five year period from 01/01/2020 0

2.673.970

31. Remuneration of executives and management

Board of Directors´ salaries and other members of the management salaries including the remuneration of

the management were as follows:

01/01-31/12/2014 01/01-31/12/2013

Salaries 1.927.080 2.242.481

BOD remuneration - -

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Page 81

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

32. Related parties transactions

Related parties, besides the company TELETYPOS CYPRUS Ltd. (100%) and the company Logos Cyprus

(25%), are companies that their presentation in the BOD of the parent company are from people who

exercise significant control in these companies (Transactions with affiliated companies have been eliminated

in the statement of financial position due to consolidation).

Transactions with related parties are as follows:

Transactions with related parties are in accordance with the usual transaction and pricing policy of the

company. The existing receivables / liabilities are not secured with any guarantee. They are settled

according to the company’s credit policy. There was no need to create a provision for contingency claims.

SALES SALES PURCHASES PURCHASES

01/01-31/12/14 01/01-31/12/13 01/01-31/12/14 01/01-31/12/13

DOL 497.568 725.033 302 302

PHGASOS 0 0 0 0

ANOSI S.A 0 0 7.815.445 6.573.724

ATA S.A. 0 0 0 2.815.760

O LOGOS 1.500 0 0 0

TELETYPOS CYPRUS* 810.000 0 0 0

TOTAL 1.309.068 725.033 7.815.747 9.389.786

31/12/2014 31/12/2013 31/12/2014 31/12/2013

DOL 3.992.764 3.380.755 -3.639 -3.267

PHGASOS 0 0 0 0

ANOSI S.A. 0 0 -10.906.698 -10.225.355

ATA S.A. 0 0 -3.248.394 -4.723.774

O LOGOS 2.150 2.150 0 0

TELETYPOS CYPRUS* 0 0 -1.852.403 -2.662.403

TOTAL 3.994.914 3.382.905 -16.011.134 -17.614.799

In the Group, the above amounts were eliminated for consolidation purposes.

RECEIVABLES LIABILITIES

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Page 82

TELETYPOS TELEVISION PROGRAMMES S.A.

“MEGA CHANNEL - GREECE”

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

31st December, 2014

(Expressed in Euro)

33. Events after the end of reporting period

There have been no other events after the date of the Financial Statements which have a material impact on the

financial statements of the company and the group.

34. Approval of financial statements

The financial statements have been approved by the BoD on the 18th February 2015.

Athens, 18 February 2015

President of Board of Directors Managing Director Chief Accountant

--

Stavros P.Psicharis Athanasios G. Andreoulis Vasilios A. Kritikos

Χ 214638 Φ 064116 Licence No 0004759 O.E.E. A’CLASS