SinnerSchrader Annual Report 2008/2009 by SinnerSchrader

ANNUAL REPORT 2008 | 2009

Vision Consumers have chosen the Internet as the #1 channel to experience products and services as well as to relate to brands. / Mission We know the interactive consumer best. / Promise We create radical relationships with the interactive consumer. / SinnerSchrader Agency for the interactive age //

Creating radical Relationships

Key Figures and Share Performance

SinnerSchrader Share Price Performance 2008/2009 (INDEX-LINKED) XETRA CLOSING PRICES IN % +/– COMPARED TO PRICE ON 29.08.2008 (= 100 %)

SinnerSchrader

0 %

DAX

–50 % 09/08

10/08

11/08

12/08

01/09

02/09

03/09

04/09

05/09

06/09

07/09

08/09

Key figures of the SinnerSchrader Group 01.09.2008

01.09.2007

31.08.2009

31.08.2008

Change

Gross revenues

€ 000s

27,664

24,170

14 %

Net revenues

€ 000s

20,936

18,347

14 %

Gross profit

€ 000s

6,948

6,193

12 %

EBITDA

€ 000s

1,974

2,824

-30 %

EBITA

€ 000s

1,441

2,305

-38 %

Net income

€ 000s

939

1,608

-42 %

€ 000s

1,231

1,608

-23 %

€

0.11

0.14

-21 %

number

11,356

11,471

-1 %

€ 000s

2,229

2,744

-19 %

number

244

179

36 %

31.08.2009

31.08.2008

Change

Net income attributable to the shareholders of SinnerSchrader AG Net income per share1) Shares outstanding1) Cash flows from operating activities Employees, full-time equivalents

Liquid funds and securities

€ 000s

7,988

9,075

-12 %

Shareholders’ equity

€ 000s

12,534

12,971

-3 %

Balance sheet total

€ 000s

20,342

19,934

2 %

number

279

241

16 %

Employees, end of period

Weighted average shares outstanding

Contents

Magazine

SinnerSchrader 2008/2009

Letter to the Shareholders

The Share

Corporate Governance at SinnerSchrader

Report of the Supervisory Board

Joint Status Report

General

Group Business and Structure

Market and Competitive Environment

Business Development and Group Situation

Development and Situation of SinnerSchrader AG

Compensation System for the Company Boards

Supplementary Information Required according to Article 289 Para. 4

and Article 315 Para. 4 of the German Commercial Code

Risks and Opportunities for Future Business Development

Major Events after the Balance Sheet Date

Forecast

Graphs Illustrating the Consolidated Status Report

Consolidated Financial Statements of SinnerSchrader AG

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Shareholders’ Equity

Consolidated Statements of Cash Flows

Notes

Auditors’ Opinion

Annual Financial Statements of SinnerSchrader AG

Balance Sheets of SinnerSchrader AG

Statements of Operations of SinnerSchrader AG

Notes of SinnerSchrader AG

102

Auditors’ Opinion

103

Responsibility Statement

104

Events & Contact

Creating radical Relationships

Game ChangerS

Game Changers

he Internet is the ultimate disruptive technology. Fifteen years after the advent of the Web to the mass market, we have only had a glimpse into what is possible. The Web changes the game completely. It empowers individuals to achieve what individuals never could achieve before in history. We call them Game Changers. They count on disruptive technologies, break the rules, and redefine business models.

The true Game Changers are reckless innovators, free from the burden of traditional mass marketing. They use disruptive technologies in innovative ways to serve their consumers, fill a need, and find the best way to fill it. They break rules that seemed to be set in stone but simply don’t apply any longer. They don’t accept constraints imposed by established business models. In fact, they challenge them by redefining them for a reason: to improve consumer experience, benefits, and value. During the last decade, according to Jeff Jarvis (cf. page 10, “When innovation yields efficiency”), this led in many cases to what he calls an innovation dividend. Companies like Amazon, craigslist, eBay or Google cut out gross inefficiencies in their respective sectors, thus leaving more money in the pockets of the consumers. This contrasts sharply with the toxic waste that drove capitalism near to collapse. The mass market of the old days is dead, replaced by a mass of niches. Consumers have taken over control. These days, small companies change the game successfully, reversing what once worked in favour of big brands and enterprises. It has become expensive and difficult to communicate with the masses, even with

the last few years we have seen these Game Changers rising in many industries, not least in industries that were heavily troubled by the economic crisis of 2008/2009.

huge budgets, while it is easy to reach narrow and specific audiences, highly efficiently and with much lower costs. The Internet is the perfect tool for this new world of niche communication. It has not only enabled new ways to talk to consumers and get direct feedback – it is also a perfect direct sales channel. The Web has closed the marketing and sales loop for many companies that once had no option other than to use mass media to reach a mass audience. Now they can listen to their consumers in real time, responding to them and their needs. The Internet is a gamechanging technology that levelled the playing field between large and small businesses. This new world is at odds with the traditional brand management model that was created in the 1940s and worked well for decades. Most brands just aren’t suited to highly targeted niches, real-time feedback, and specific demand. They simply cannot find their greatest fans or, even worse, they don’t have any because their products are aiming for a mass market, thus making it hard to love or hate them – they are simply in between all chairs, not moving anyone. And, as Jeff Jarvis puts it: The incumbents are saddled with huge infrastructure costs and have to do everything in big ways, including fail.” In his Smart Growth Manifesto (cf. page 16), Umair Haque therefore calls for a more sustainable, equitable, and resilient kind of growth. Game Changers free the consumers from the walled gardens of the industrial heavyweights. Game Changers do more than just create incremental innovations – they break rules. In

While many automotive companies are in big trouble, a new breed of next-generation automotive companies like Tesla, Better Place, and Local Motors have appeared on the scene. At the same time, Zipcar is redefining car rental and car sharing, using an intelligent combination of Web-based services and new hardware. And on the construction level, there are already countless start-ups like Transonic Combustion or Fallbrook Technologies, each of them focusing on one single car component they radically improve. Innovation is breaking free from the oligarchy of car-maker giants who used to control the entire value chain. While a lot of traditional banks folded or had to be rescued by the government, microlending, microcredit, and other forms of peer-to-peer banking flourished. Though Microplace or Kiva won’t replace regular banking anytime soon, they fill a niche that wasn’t even covered by banks before. They are changing the banking game by either cutting out the middlemen between lender and borrower or at least redefining their role. Meanwhile, Mint is radically redefining the user experience with online banking, freeing consumers from the Babylonian captivity imposed on them by their banks. While German household name retailers like Hertie, Karstadt, and Quelle went bankrupt, their dynamic, data-driven counterparts in the AngloSaxon world thrived. Walmart has been using predictive technology for years. Tim O’Reilly and John Battelle draw an interesting parallel: Much as Google realised that a link is a vote, Walmart realised that a customer purchasing an item is a vote, and the cash register is a sensor counting that vote. Real-time feedback loops drive inventory.” The British grocer Tesco now even uses weather forecasts to predict sales, reduce costs, and avoid wasting food.

On the e-commerce side, category killers successfully entered markets that simply didn’t seem suited for online shopping before. Zappos, now owned by Amazon, started with shoes and expanded into handbags, clothing, and electronics. They relentlessly focus on the absolute best service, breaking rules formerly set in stone for the mail-order business. For example, shipping is free both ways, and consumers can return shoes for up to one year after the sale. SinnerSchrader is currently preparing to launch a potential Game Changer with a category-killer approach for a leading German mail-order company. Alice is now trying a category-killer approach in the home essentials segment, going even further than Zappos. Using the Web, Alice helps households organise their toilet paper, toothpaste, and trash bags with semi-automatic orders and free shipping. On the supply side, Alice aims to cut out the middlemen and source directly from manufacturers, thus keeping prices low. On the other hand, manufacturers are tending to sell more and more directly to the consumer. This has a service aspect, as consumers are coming to expect the opportunity to buy directly via the manufacturer’s website. And then there is the marketing and branding potential for the manufacturer. Consumer expectations in the field of e-commerce have risen over the past ten years. While it once was sufficient for an e-commerce site to work at all, consumers now want inspiration, relevance, performance, and reliability. This leaves room for a new breed of e-commerce specialists who run the entire business on behalf of the brand. SinnerSchrader therefore has established a new business unit for e-commerce outsourcing. The first shop went live in October for the fashion label Olsen.

The mobile sector is quickly moving away from the oligopolistic model where carriers controlled almost everything from technology and handsets to prices and services. Apple’s iPhone was a real Game Changer on the gadget side of things, shifting the balance of power away from the incumbents, expanding the value chain to independent application developers, and thus paving the way for Android and the Palm Pre. On the carrier side, new players like simyo in Germany entered the market. They outsource everything network-related to the traditional carriers and focus on the four Ps of marketing (product, price, place, and promotion). The next generation of alternative carriers is already imminent. Take for example the Belgian start-up Cherry that merges GSM with Wifi to cut mobile costs to the bone. In what could be seen as a recipe for building true Game Changers, Umair Haque (as paraphrased by Tim Leberecht in his essay “From Google economy to Twitter economy”, cf. page 22) has golden advice: Take one of the big ideals (democracy, peace, transparency, equality, etc.) and apply it to an ailing industry that is in need of transformation or at least some serious disruption: healthcare, finance, news, energy, government – you name it. Combine that with the principles of the Twitter economy – transparency, instantification, collaboration, and free sharing – and you have a winner.”

In May 2010, SinnerSchrader will host the leading European conference on digital trends and innovation for the fifth time. Game Changers will be the main theme of next10. We are going to present and discuss visionaries, strategies, companies, and products that use disruptive technologies, break rules, and redefine business models.

“Change is inexorable.” (Jeff Jarvis)

Sinnerschrader

SinnerSchrader

CREATING RADICAL RELATIONSHIPS

innerSchrader was founded in 1996, one year after the renowned pioneers of commercial Internet usage and the first Game Changers were launched in the USA: Amazon, eBay, and Yahoo. We began our business with the conviction that the Internet would change the world of marketing and sales just like classic media once did, and that the shift to the paradigm of interaction on the Internet demanded a new type of agency. We have our roots in projects for the pioneers of German e-commerce like Intershop, buecher. de, and ricardo.de.

Today, we are 250 online specialists working with a wide range of interactive services in five business segments for numerous notable companies from a variety of industries, including Deutsche Bank, Tchibo, and TUI, who are moving into the interactive age with SinnerSchrader.

We view ourselves as a mediator between what is feasible today and what will be possible tomorrow. We bring both aspects together once a year in May at the next conference. The next conference is the leading European forum on digital trends and innovation that has been organised by SinnerSchrader since 2006. We are proud that, every day, millions of people use the websites that we have designed, developed, and implemented and that we maintain and monitor around the clock, 365 days a year. This is where consumers experience brands and companies. And they interact with them: They buy clothing, book flights and holidays, open bank accounts, arrange mobile phone contracts, review products, and share their thoughts about what moves them.

SinnerSchrader Group

Interactive Marketing

Interactive Media

Interactive Commerce

sinnerschrader

spot-media

mediaby

newtention

next commerce

E-commerce

E-shops

Performance marketing

E-commerce outsourcing

Marketing platforms

E-dialog and social media

Profiling and targeting technology

Applications

Maintenance

PROJECT: WWW.OLSENFASHION.COM/DE

www.olsenfashion.com/de

My favourite picks â&#x20AC;&#x201C; finally

online

The Olsen brand stands for high-quality womenâ&#x20AC;&#x2122;s fashion. It has long been a reliable partner to its loyal customers. Now, for the first time, Olsen is selling its clothing line in its own online shop. next commerce GmbH Customer Olsen Task E-commerce launch Time period Summer/autumn 2009 Link www.olsenfashion.com/de

Attention to detail

rom the homepage to delivery and customer care, the Olsen shop offers a seamless brand experience. Detailed product descriptions and the presentation of current trends go hand in hand. High-quality materials, sophisticated details, and classy interpretations of modern trends â&#x20AC;&#x201C; focusing on the brand essence makes it possible to reach loyal customers and new ones. Brand loyalty pays off â&#x20AC;&#x201C; from Google to doorstep.

projeCt: www.olsenfashion.com/de

Alle Artikel in der Farbe Nougat anschauen!

Jeff Jarvis: When innovation yields efficiency

When innovation yields efficiency [Jeff Jarvis, 12 June 2009, 7:48 AM]

uch of the innovation we’ve seen lately hasn’t led to growth but instead to efficiency – that is, shrink-

case not in large companies but in individual consumers and in small businesses. But I think the proper measure of the changes in the last decade is the innovation dividend. See:

I’ve been mulling over Mike Mandel’s cover story in last week’s BusinessWeek, in which he tried to puncture another bubble: the belief that we’ve had a rich decade of American innovation. He argues that there’s actually an “innovation shortfall” and he uses economic stagnation to plead his case. Now I’m not economist (that’s a straight line) and so I won’t argue about the impact of other events on growth – starting with the so-called financial crisis.

w craigslist is blamed for destroying (that’s from the publishers’ perspective) $10 billion in classified ad value annually*, replacing it with its reported $100 million revenue. Newspapers act as if that was their money – as if they had a God-given right to it – but, of course, it wasn’t. When Craig Newmark spoke with my students at CUNY, and they asked him why he didn’t maximize revenue at craigslist and sell it for billions and then use that money for philanthropy, he told them that he thought he was doing more good for the country and the economy by leaving more money in the pockets of the people who were doing the transactions he now enabled. He cut out a gross inefficiency born of the monopoly that newspapers held over the means of production and distribution. If you try to measure his innovation’s impact on the economy with old methods and metrics – built on the assumptions of the old economy – you can’t see it. He didn’t make companies grow or become more productive. He added efficiency.

age.

But as I thought through the major innovations of the last decade, many of them have not led to economic growth; they haven’t added money to the economy but left it in the economy. Thus measuring innovation’s impact in the revenue, growth, productivity, and market cap of large companies may not be valid. Instead, we are seeing innovation take money out of their pockets, leaving it with their customers. What they, in turn, do with that extra money and what impact it has on the economy is an entirely different question – and that impact is likely seen in any

w Amazon, eBay, and the Internet as a whole are blamed for destroying large swaths of the retail marketplace. But again, they brought efficiency in a number of ways: price transparency, which leads to lower prices for customers; critical-mass efficiency; the reduction of brickand-mortar and staff costs; and I’d imagine a reduction in distribution and warehousing costs. The net result is fewer jobs, less rent, less waste (that is, books on shelves that get pulped; now they’re made just in time), and lower prices. Again, more money is left in the pockets of the transactors. The impact of innovation on retail is seen in shrinkage and efficiency, not growth. w Google is blamed for destroying media but, of course, all it did was give advertisers a better deal. It dared to compete. Google did this not just by creating abundance rather than selling scarcity born of control of those means of production and distribution. This created a more efficient – read: less expensive – marketplace for advertising. More important, Google revolutionized advertising by selling performance, proving a return on investment. So the money that didn’t stay in the pockets of people buying and selling cars and homes, thanks to Craig, now stayed in the pockets of retailers and manufacturers

“Web 2.0 is credited with making it much faster, easier, and far less expensive to start new companies. That is the other innovation dividend – the innovation that happens on the back of innovation.” Author Jeff Jarvis Twitter @jeffjarvis Link http://www.buzzmachine. com/2009/06/12/when-innovationyields-efficiency Biography Jeff Jarvis is a blogger and author of "What Would Google Do?". He is associate professor and director of the interactive journalism programme at the City University of New York.

thanks to Google. More efficiency. In “What Would Google Do”, I argue: We have shifted from an economy based on scarcity to one based on abundance. The control of products or distribution will no longer guarantee a premium and a profit. ... We are entering a post-scarcity economy in which Google is teaching us to manage abundance, challenging the bedrock rule of economics, first written in 1767: the law of supply and demand.” Old rules and measures and analyses can’t track that. w Web 2.0 is credited with making it much faster, easier, and far less expensive to start new companies. That is the other innovation dividend – the innovation that happens on the back of innovation. But this is happening, again, not at a large-company level but at a small-company level. Measuring spending on innovation, then, becomes another unreliable metric. The economics of innovation itself have changed. The reliability of the standard metrics and analysis matters greatly because profound – and expensive – policy and economic decisions are being made on the basis of them and I’m not at all sure they’re valid anymore, or at least as valid.

They miss too much of the change and impact and value and dynamics in this new economy. They lead us to bail out GM and Chrysler. One could argue, as George Will did in yesterday’s Washington Post, that that the bailout violates even old rules: The administration’s deepening involvement in designing and marketing automobiles through two crippled companies ignores this truth: Capitalism is a profit-and-loss system, and the creative destruction it produces is supposed to clear away failures such as Chrysler, freeing capital for more productive uses.” But that capital, once freed, may not go to building huge new ventures. It may go to building small new ventures. It may stay in the pockets of people doing transactions and now instead of spending it on Toyotas, it may go to banks. You won’t see all the impact – except negatively – on the Dow Jones Average and the Fortune 500; those were the measures of the old economy. We need new measures.

* I had said craigslist and the internet replaced $100 billion in revenue in newspaper classifieds, which was an attempt to calculate over the life of the web, but that was difficult to calculate, so I changed the figure to $10 billion, the difference between classified revenue at its height in 2000 and in 2008.

project: www.rewe-feine-welt.de

Whetti the ap tite REWE Feine Welt is more than just a successful product presentation site. REWE Feine Welt takes us on an extended tour of the worldâ&#x20AC;&#x2122;s culinary capitals more intensively and thoroughly than any TV ad. In 15 films, we can follow the culinary scouts on their voyage of discovery.

www.rewe-feine-welt.de

project: www.rewe-feine-welt.de

Online beats TV. Intensive brand contact for longer than 30 seconds

Missionare des feinen geschmacks

Culinary expedition

map of the world offers an entry point to regional food specialities. Each of the more than 100 products is given loving attention. REWE Feine Welt presents each product with its own special recipe, its origins, and the spirit of the culinary region.

SinnerSchrader Deutschland GmbH Customer REWE Task Online brand launch Time period Autumn 2009 Link www.rewe-feine-welt.de

Umair Haque: The Smart Growth Manifesto

The Smart Growth Manifesto

Some kinds of growth are more valuable than others. Where dumb growth is unsustainable, unfair, and brittle, smart growth is sustainable, equitable, and resilient. Here are the four pillars of smart growth – for economies, communities, and corporations:

[Umair Haque, “Edge Economy”, 30 January 2009, 10:45 AM]

bama is stimulating. Davos is deliberating. C-levels are eliminating. Wall St is recriminating. Welcome to the macropocalypse: no one, it seems, can put the global economy back together again. It’s time to reboot capitalism. So where do we begin?

Here’s a suggestion for what should be at the top of the agenda of every decision-maker across the economy, from Davos, to Obama, to Sand Hill Road, to the revolutionaries in tiny garages hatching tomorrow’s Googles: reconceiving growth.

Why? 20th century capitalism is eating itself. For the first time since World War II, global growth is forecast to turn negative – and that’s an optimistic forecast, relative to the possibility of a global lost decade. Today’s leaders are plugging dikes, bailing out industries and banks as they fail. Yet, what negative global growth suggests is that the problem is of a different order: that we have reached the boundaries of a kind of growth.

1. Outcomes, not income. Dumb growth is about incomes - are we richer today than we were yesterday? Smart growth is about people, and how much better or worse off they are – not merely how much junk an economy can churn out. Smart growth measures people’s outcomes – not just their incomes. Are people healthier, fitter, smarter, happier? Economics that measure financial numbers, we’ve learned the hard way, often fail to be meaningful, except to the quants among us. It is tangible human outcomes that are the arbiters of authentic value creation.

Reigniting growth requires rethinking growth. The question Davos – and most leaders – are asking is: where will tomorrow’s growth come from? Will it result from oil, cleantech, bailouts, China, or Obama? The answer is: none of the above. Tomorrow’s growth won’t come from a person, place, or technology – but from understanding why yesterday’s growth has failed. The same growth models applied to new people, places, and technologies will simply result in the same crises, over and over again. We have to reboot growth: the problem is not what is growing versus what is not, but how we grow. 20th century growth was dumb. The central, defining lesson of the macropocalypse is that 20th century growth wasn’t built to last. Dumb growth is unsustainable – if the world grows the same way that developed countries did, well, there won’t be a world. Dumb growth is unfair: it’s growth that’s an illusion for many; just ask the American middle class. And, ultimately, perhaps most dangerously, dumb growth is brittle: it falls too easily into collapse, reversing many of yesterday’s gains; just ask Iceland. 21st century economies will be powered by smart growth. Not all growth is created equal.

2. Connections, not transactions. Dumb growth looks at what’s flowing through the pipes of the global economy: the volume of trade. Smart growth looks at how pipes are formed, and why some pipes matter more than others: the quality of connections. It doesn’t just look at transactions at the global, regional, or national level – how much world trade has grown, for example – but looks at how local and global relationships power invention and innovation. Without Silicon Valley’s relationships powering the development of personal computing and the internet, for example, the volume of trade between Taiwan, Japan, and China, would be a fraction of what it is. Smart growth seeks to amplify connection and community – because the goal isn’t just to trade, but to co-create and collaborate. 3. People, not product. The next time you hear an old dude talking about “product”, let him know the 20th century ended a decade ago. Smart growth isn’t driven by pushing product, but by the skill, dedication, and creativity of people. What’s the difference? Everything. Globalization driven by McJobs deskilling the world, versus globalization driven by entrepreneurship, venture economies, and radical innovation. People not product means a renewed focus on

“20th century growth was dumb. The central, defining lesson of the macropocalypse is that 20th century growth wasn’t built to last.”

labour mobility, human capital investment, labour market standards, and labour market efficiency. Smart growth isn’t powered by capital dully seeking the lowest-cost labour – but by giving labour the power to seek the capital with which they can create, invent, and innovate the most.

Author Umair Haque Twitter @umairh

4. Creativity, not productivity. Uh-oh: Creativity is an economic four-letter word.

Link http://blogs.harvardbusiness.org/ haque/2009/01/davos_discussing_a_ depression.html

Why? Can you build a business powered by smart growth? The four pillars of smart growth aren’t just design principles for next-generation economies: they’re also design principles for nextgeneration businesses. Already, tomorrow’s radical innovators don’t accept yesterday’s toxic, tired consensus. Revolutionaries like Apple, Threadless, Etsy, Whole Foods, American Apparel, and Google are already reinventing better ways to grow – from the grass-roots up.

Because it’s hard to measure, manage, and model. So economists focus on productivity instead – and the result is dumb growth. Smart growth focuses on economic creativity – because creativity is what lets us know that competition is creating new value, instead of just shifting old value around. What is economic creativity? How many new industries, markets, categories, and segments an economy can consistently create. Think China’s gonna save the world? Think again: it’s economically productive, but it’s far from economically creative. Smart growth is creative – not merely productive.

Yesterday’s incumbents are beginning to fail en masse, while these revolutionaries remain resilient.

Here’s a final point – and a question.

Why?

Smart economies are driven by smart growth. The four pillars of smart growth are design principles for next-generation economies. 20th century economies are limited to unsustainable, unfair, brittle, dumb growth. Smart growth is more sustainable, equitable, and resilient. Capitalism 2.0 cannot be powered by growth 1.0: that’s why the race for smart growth is inevitable. The economic pressure – the potential for value creation, in a world being ripped apart by value destruction – is simply too great.

As our research at the Lab suggests, getting smart is a better choice than staying dumb: smart growth results in more creativity, innovation, effectiveness, and power than dumb growth. For now, fire away in the comments with questions, examples, or criticisms. Which other companies are seeking smart growth? Is your organization building any of the pillars of smart growth? Are there countries or cities that are pockets of smart growth?

Biography Umair Haque is Director of the Havas Media Lab, a new kind of strategic advisor. Previously he founded Bubblegeneration, an agenda-setting advisory boutique that helps shape the strategies of entrepreneurs.

project: www.tuifly.com

www.tuifly.com

Just take off! TUIfly.com is one of the most successful tourism websites in Europe. Itâ&#x20AC;&#x2122;s no wonder, since TUIfly generates nearly all of its revenues through the platform that SinnerSchrader has continually developed over the past 6 years. SinnerSchrader Deutschland GmbH Customer TUI Task Relaunch brand and sales portal Time period Winter 2008/spring 2009 Link www.tuifly.com

400 %

increase in customer loyalty

ith the most recent relaunch, TUIfly consolidated its pioneering role in service quality. The large Flash stage on the homepage emotionalises campaigns and promotions and makes them highly effective. Whether youâ&#x20AC;&#x2122;re a frequent flier, price-conscious traveller or holidaymaker looking for inspiration, the various ways of entering the site and viewing results ensure that consumers immediately find what they are looking for. Optimising the reservation process to just a few steps and integrating extensive added-value services result in a significant increase of revenues.

project: www.ernstings-family.de

www.ernstings-family.de

We are family! Revenues: double-digit increase Consumer insight: priceless

rnsting’s family offers attractive fashions for the whole family. With the relaunch of its online shop, Ernsting’s family has combined brand authenticity, consistent sales, and intensive contact with its target group. The focus is on the customer looking for clothing for herself and her family. The new online shop offers precise product descriptions and numerous opportunities to interact with the brand. In the mamaBlog, mothers report on their turbulent lives with their families. In the E-Talk spot-media AG section, customers discuss various topics relating to their Customer Ernsting’s family daily life and share their views Task and wishes with the brand. Relaunch and expand online shop Ernsting’s family actively posi- Time period Winter 2008/2009 tions itself in the target group and understands its needs first Link www.ernstings-family.de hand. In this way, the brand and the consumer really become part of a family.

Tim Leberecht: From Google economy to Twitter economy

From Google economy to Twitter econom [Tim Leberecht, 20 May 2009, 11:22 AM]

’m still processing the many great insights from the next09 conference in Hamburg, one of Europe’s leading digital/creative/ marketing forums and one that stands out from the conference circuit because of its unique German-international focus (bilingual program, 80 % international participants, many international speakers). This year’s theme was “Share Economy,” and the 1,300 attendees consisted of European VCs and angel investors, web 2.0 entrepreneurs, media, creative agencies, and execs from German corporations (from BMW to Deutsche Bank to Deutsche Telekom). The first day, the keynote day, was a little disappointing, maybe because expectations were so high. Jeff Jarvis warmed up the crowd with his trademark “What Would Google Do?” PowerPoint deck. While a terrific thinker and speaker, for some reason he and the audience did not really click although he presented a lot of thought-provoking content. The rather stiff response may be attributed to the fact that the attendees were either too familiar with what they heard or they felt slightly overwhelmed. Or maybe they were indeed excited – but too German to show it ... (full disclosure: I’m halfGerman).

Umair Haque, who followed Jarvis, faced an even tougher, albeit partly self-inflicted challenge: explaining the new paradigm of “Constructive Capitalism” in 45 minutes. That’s like asking Marx to walk you through his Communist Manifesto in a Twitter chat. It didn’t help, certainly, that Haque used the much gushed-about Prezi presentation software; all the zooming in and out was dizzying and, if anything, exposed the lack of stringency in his outline. Fortunately, Haque had an opportunity to correct this first impression and reiterate some of his thoughts on a panel with Jarvis a day later, which turned out to be a much more suitable format for his ideas on the transformation of capitalism. He also took the occasion to rebut the attacks of Andrew Keen (“The Cult of the Amateur”), who, on the opening day, had chastised Haque (and all the other thinkers he considers to be under the dark influence of Silicon Valley) for propagating rampant free market liberalism and a dangerous new radical individualism in the guise of the social, consumer-empowered share economy that the conference was celebrating. Keen poignantly remarked that Twitter was getting us back into the 18th century: rather than liberating us from institutional hierarchies, it would reinforce an old power structure and an all too human division of roles: between those who follow and those followed.

Keen accused Haque et al of naïveté and insisted that Google and the other web juggernauts were not “leveling the playing field” through link love (by sharing the scarcest resource on the web: attention), as Haque had claimed, but were rather using it to expand their pursuit of world dominance. In Keen’s eyes, Google’s openness is nothing but a suave mechanism to foment a monopoly in the attention markets. In the same vein, a party pooper in the audience asked Jarvis: If free sharing is the future of business, why doesn’t Google share its page rank algorithm?” Jarvis’ response wasn’t all too convincing: concerns over malicious abuse of the data. Hmm. So much for radical transparency and trust as overriding principles in the share economy. To Google’s (and Jarvis’) defense, one could counter with Haque’s sharp line: When we’re all hyper-connected, the cost of evil goes up.” True. Moreover, Google does provide real value as it has created a win-win-win business model (advertisers, consumers, Google) that is vastly different from the toxic chunk Haque bemoaned

“The conversation on the social web is as rich as the human communication (if not richer), and it is just beginning to fully emerge.”

Author Tim Leberecht Twitter @timleberecht Link http://legacy.poptech.org/blog/index. php/archives/3754 Biography Tim Leberecht is the Vice President of Marketing and Communications at frog design. A frequent resource to various media, he has extensively written about marketing, innovation, and design in business and academic publications.

in the non-sustainable and ultimately value-free products that toppled capitalism as we knew it: the Hummer, fast food, derivatives, etc. And yet, if advertising is the admission that you have a mediocre product, and that it is in fact an expression of “failure,” as Jarvis put it, then it is hard to reconcile this view with the fact that advertising remains the main revenue stream in the very Google economy from which Jarvis wants us all to learn. Despite the flaws in Jarvis’ and Haque’s thinking, however, I am eager to defend them. It’s easy to deconstruct constructive visions of the future as ill-informed descriptions of present realities but it is a much bigger task to actually come up with a positive vision. Keen, the rebel with a good cause, does nothing but throwing a bomb, which he readily admits, but he falls short of offering an alternative to the frameworks Jarvis and Haque and others provide in response to the fundamental crisis of capitalism. Google wouldn’t care about any of this intellectual arm-wrestling all that much. It is fully consumed with doing what it does best: firing out beta-products and services, successfully failing by failing rapidly. One mistake that it made, however, may arguably have lasting implications. It didn’t buy Twitter. And so the question, it seems, is no longer “What would Google do?” but “What will Twitter do?” Does Twitter mark the beginning of the end of the Google economy?

Jyri Engeström, who sold Twitter-competitor Jaiku to Google and is now a Google employee, might have a clue. On a panel with social media guru Chris Messina he offered some good insights on micro-blogging trends on the web and defended the new Google Profiles (”you have to opt in”). Messina seconded him and brought up another interesting point that established the context for upcoming business models in the Twitter economy: the “glocalization” of Twitter. He described how Twitter is failing to extend the real-time conversation to the whole world, simply because of time zone differences: one part of the world is always sleeping when you’re tweeting. The instant social web conversation is therefore asynchronous, after all, and it is an interesting thought experiment to envision services that bridge the time zone gap and deliver tweets when the recipients can actually receive them (keeping them on the top of the feed), almost like an echo across time zones. What if the real value of real-time was the delivery of tweets when it really mattered? The whole time dimension of Twitter is uncharted but valuable territory, and there are other add-ins, integrators, and localization services that will emerge in this vibrant new ecosystem. The conversation on the social web is as rich as the human communication (if not richer), and it is just beginning to fully emerge. What everyone agreed on at next09 is that the next big frontier on the web (and in the Twitter economy) is how businesses talk to their customers. We are witnessing an irrevocable con-

vergence of players. Conversational services such as Twitter and Yammer are moving into the social networking space and are acquiring the credentials of social networks and collaboration tools, while traditional social networking sites such as XING, LinkedIn or Facebook are embedding conversational features to catch up with the irresistible pull of real-time communication. For both groups, and in fact for all other companies, Umair Haque’s advice is golden: Take one of the big ideals (democracy, peace, transparency, equality, etc.) and apply it to an ailing industry that is in need of transformation or at least some serious disruption: healthcare, finance, news, energy, government – you name it. Combine that with the principles of the Twitter economy – transparency, instantification, collaboration, and free sharing – and you have a winner.

SinnerSchrader Aktiengesellschaft Vรถlckersstraร e 38 22765 Hamburg Germany www.sinnerschrader.de

SinnerSchrader 2008 | 2009 Letter to the Shareholders

Letter to the Shareholders

Dear Shareholders, Two weeks after the start of the 2008/2009 SinnerSchrader financial year, the collapse of Lehman Brothers bank finally unleashed a worldwide financial and economic crisis of a scale not seen in the previous 60 years. In these days of reporting on the course of the financial year and the situation on the balance sheet date, 31 August 2009, there are increasing indications that the nadir of the crisis has passed and that the German economy, supported by state economic programmes, is growing again. In between was a successful 2008/2009 SinnerSchrader financial year, in which three important expectations for SinnerSchrader were confirmed against the backdrop of the difficult overall economic situation. The Internet is becoming the key medium for marketing and sales. The importance of the Internet for selling products and services, acquiring and keeping customers, and establishing and maintaining brands and image has further increased, independent of the economy. The

dynamism of the change in the way in which consumers interact with brands and companies and in the expectations that consumers develop towards providers of products and services is still high; it has possibly actually increased due to the crisis. One indication of this is that, according to studies by the market research company GfK, the value of nonfood products sold over the Internet rose by over 19 % in 2008 against the consumer trend. This means that e-commerce revenues with goods grew more strongly than in the three previous years. For 2009 the German E-commerce and Distance Selling Trade Association (Branchenverband des Deutschen Versandhandels) is expecting a further rise in commodity sales on the Internet by 10 % to 15 %. The relative importance of the Internet has thus increased greatly during the economic crisis. This development can be seen in the most varied industries as the engine of changes in the competitive landscape. The Internet is therefore no longer just another channel for sales, marketing, and communication among many others, it is increasingly becoming the channel to which companies must gear their sales, marketing, and customer loyalty strategies.

Letter to the Shareholders SinnerSchrader 2008 | 2009

Investments by German companies in the further development of their Internet strategy therefore only suffered mildly due to the crisis-related pressure for budget cuts and seem to be already picking up with the first signs of economic recovery. Interactive agencies will be the winners in the change in the agency world. The continuous rise in the importance of the Internet among the various communication and sales channels is also changing the industry of the marketing and advertising agencies themselves. Whereas total gross advertising expenditure in Germany fell in the first half of 2009 in comparison to the previous year in the wake of the economic crisis, expenditure for display advertising on the Internet rose by 10 % to 13 % according to various sources. In Germany, the Internet is thus in third place behind television and newspapers in terms of gross advertising expenditure. In the United Kingdom, in the first half of 2009 the Internet moved past television to first place with a share of 23.5 % of gross advertising expenditure. This means that the world of classic advertising agencies, which thinks in terms of the lead medium of television and its formats, is being put under considerable pressure to change – a process that has noticeably speeded up in the crisis. Interactive agencies, which have geared their business and way of working to the Internet since they came about in the mid-90s, can increasingly play to their strengths: knowledge of interactive consumers and the Internet-specific requirements for interdisciplinary cooperation between creation and technology.

SinnerSchrader has a promising position in the German agency market. SinnerSchrader has achieved a leading position with a focus on e-commerce in the German market for interactive services thanks to the organic development of expertise and customer relations and by taking over spot-media AG. Furthermore, SinnerSchrader has built a reputation for efficiency and customer orientation through many successful projects and many years of support for customers – qualities that enable stable and trusting relations with existing customers and new customer acquisitions with a great deal of potential in an economically difficult environment. To achieve this position, SinnerSchrader has used the financial means gained from its stock market launch ten years ago in a targeted fashion, without overstretching its funds. As a result, SinnerSchrader has the financial stability and independence as well as expertise to qualify as a reliable partner for trend-setting tasks with major German companies. With an eye on these developments, at the beginning of the financial year SinnerSchrader believed that a rise in revenues and the operating result was possible in spite of the global financial and economic crisis. At the end of the 2008/2009 financial year, a rise in the gross and net revenues by around 14 % each to € 27.7 million and € 20.9 million, respectively, and an EBITA before advance payments for setting up new fields of business of € 2.4 million and thus an increase over the previous year’s value of € 0.1 million or around 6 % were posted. But in the reporting period, SinnerSchrader was not satisfied with developing the existing business. Carried by the belief that the economic crisis would speed up those change processes that favour the position of interactive agencies and the future development of SinnerSchrader, the company invested in expanding its service portfolio.

SinnerSchrader 2008 | 2009 Letter to the Shareholders

On the one hand, SinnerSchrader took over the newtention group during the 2008/2009 financial year. This company has developed a basic technology for the service- and profile-related delivery and control of online advertising in the form of the n7 ad serving software and has marketed this software since 2008 via a software-as-a-service model. With this acquisition, SinnerSchrader has become a partner primarily for advertisers, but also for media agencies and providers or marketers of advertising space, with respect to the growing pressure for the intelligent use and sale of advertising space on the Internet using the mediaspecific scope for measuring and evaluating data within the limits of the data protection legislation. On the other hand, in the financial year, SinnerSchrader organically developed an e-commerce outsourcing offer, founded next commerce GmbH to implement the business concept, and acquired a first customer for the concept. The services offered by next commerce GmbH comprise establishing and further developing an e-shop, shop management, technical operation, marketing, logistics, and fulfilment as well as customer care and payment processing on the basis of cooperation over several years, usually five, in return for a share of the revenues generated by the shop. On the basis of its thirteen years of expertise from many e-shop projects, with this offer SinnerSchrader is prepared to take on more responsibility for the success of an online shop in the expectation of participating in growing e-commerce revenues.

Setting up the new fields of business will take time, meaning that no positive contributions to the results can be expected from them for the 2009/2010 financial year that has now started. But we see these fields of business as important elements for the future development of revenues and earnings in the SinnerSchrader Group. In view of the largely positive signals from the market, we are expecting stronger growth in net revenues than in the 2008/2009 financial year and a disproportionately large rise in the EBITA posted in the Statements of Operations in spite of the launch of the new fields of business and the continuation of the comparatively high economic uncertainty. Because of these positive expectations, as in the last two financial years, we are continuing to give you a high proportion of the profits earned in the last financial year and, together with the Supervisory Board, will propose a dividend of € 0.08 per share at the Annual General Meeting to be held on 16 December 2009. Ten years after the stock market launch of SinnerSchrader in November 1999, the interactive age has become reality in marketing and sales. SinnerSchrader is well on the way to becoming one of the leading German agency groups of this age. Hamburg, 4 November 2009 The Management Board

The expansion of the service portfolio encumbered the 2008/2009 financial year with costs of around € 1.0 million. The EBITA posted in the Statements of Operations was thus € 1.4 million – around € 0.9 million less than the previous year’s result of € 2.3 million. The consolidated income due to the SinnerSchrader shareholders also fell because of the establishment costs for the new fields of business and reached € 1.2 million or just under € 0.11 per share after € 1.6 million and € 0.14 per share in the previous year.

The Share SinnerSchrader 2008 | 2009

The Share

Stock Market The development of share prices on the German stock market during SinnerSchrader’s financial year from the end of August 2008 to the end of August 2009 was heavily affected by the global financial and economic crisis. Prices had already begun falling sharply in the comparable period of 2007/2008 in anticipation of economic difficulties, and the recession, which was much more severe than expected, led to further drops on the stock markets. The DAX, the lead index for the German stock market, closed at 6,422 points on 29 August 2008 but lost nearly 15 % of its value and fell to 5,465 points as of 31 August 2009. There was a total decline of a good 28 % for the two-year period from 31 August 2007 to 31 August 2009. The broader market indices to which the SinnerSchrader share belongs – CDAX, Prime All Share, Technology All Share, and German Entrepreneurial Index (GEX) – showed similarly negative development and, in part, declined even more severely. These indices fell by 18 %, 18 %, 17 %, and 24 %,

respectively, in the year under review. In the two years since 31 August 2007, the same indices lost 31 %, 31 %, 28 %, and 40 % of their value, respectively. The SinnerSchrader share is listed in the broad market indices mentioned above in the DAXsector Software index and the DAXsubsector IT Services index. As in 2007/2008, the IT-related sector indices performed better than the market as a whole. While the Software sector index also developed negatively, with losses of 7 % and 12 % in the one- and two-year periods, respectively, the IT Services subsector index actually grew by 14 % from the end of August 2008 to the end of August 2009 and by 13 % over the two-year period. As of 31 August 2009, all of the indices closed considerably higher than their lowest values in 2008/2009, which in the months from October 2008 to March 2009 were 38 % (DAXsector Software index) to nearly 50 % (Technology All Share) lower than the index values on 29 August 2008. This also reflects the significant improvement in the prognoses for future economic development in Germany since late spring 2009.

Key figures of the share

German Securities Code no. (WKN) ISN Symbol Reuters symbol Bloomberg symbol Segment Stock exchanges Indices

514190 DE00005141907 SZZ SZZG.DE SZZ.GR Regulated market/Prime Standard Xetra, Frankfurt am Main, Hamburg, Stuttgart, Munich, Düsseldorf, Berlin DAXsector Software, DAXsubsector IT Services, GEX CDAX, Prime All Share, Technology All Share

Designated sponsor Analysts

Close Brothers Seydler Bank AG Tim Kruse, SES Research

Issued shares

11,542,764

Outstanding shares

11,272,108

SinnerSchrader 2008 | 2009 The Share

The SinnerSchrader Share

Shareholder Structure

The performance of the SinnerSchrader share was more closely aligned with the IT Services subsector index than the other market indices in the 2008/2009 financial year. The share price rose by € 0.01, from € 1.68 on 29 August 2008 to € 1.69 on 31 August 2009, and this increase together with the dividend payment of € 0.12 on 20 December 2008 resulted in an overall performance of around 8 % for the SinnerSchrader share.

To the best of the Company’s knowledge, the shareholder structure remained very stable in the 2008/2009 financial year. Mr Matthias Schrader acquired 74,950 shares on the market in several individual transactions, which the Company reported in its Directors’ Dealings, increasing the proportion of shares held by him from 20.9 % on 31 August 2008 to 21.3 % on 31 August 2009.

This fell slightly short of the development of the performance index for the IT Services subsector in the same period, in which both price changes and earnings payouts are also taken into account, but it was better than large sections of the stock market. In the twoyear period leading up to 31 August 2009, however, the performance of the SinnerSchrader share also considerably surpassed the development of the IT Services subsector index. With a price increase of € 0.12 and two dividend payments in the amount of € 0.12 each, the overall performance amounted to 23 % without notional reinvestment and 24 % with the notional reinvestment for the dividend payments which is taken into account in the index calculation. The SinnerSchrader share performed well, both in comparison to the market and in comparison to other interactive agencies listed on the stock market. In the two-year period from 31 August 2007 to 31 August 2009, SinnerSchrader demonstrated by far the best share price and overall performance. In the one-year period of the report, only the Syzygy AG share performed better by around 2 percentage points.

Furthermore, in the period of the report, SinnerSchrader AG bought back 245,471 shares of treasury stock on the market and issued 20,000 shares of treasury stock in the context of purchasing newtention technologies GmbH to settle a portion of the purchase price. The proportion of treasury stock held by the AG in relation to all shares issued amounted to 2.3 % on 31 August 2009 compared to 0.4 % one year before. In the period of the report, SinnerSchrader AG received three mandatory notifications pursuant to Article 21 of the German Securities Trading Act which are listed in the Notes to the Annual Financial Statements of the AG and which did not lead to any significant changes in the shareholder structure.

The Share SinnerSchrader 2008 | 2009

Investor Relations SinnerSchrader AG continued its investor relations work in the 2008/2009 financial year as usual. The focus was on an extensive and transparent explanation of the business development in the financial reports. Furthermore, SinnerSchrader presented itself to interested investors at investor conferences, such as the Deutsches Eigenkapitalforum, and conducted discussions, either in individual face-to-face meetings or on the telephone, with shareholders, analysts, and representatives of the business press who continuously observe SinnerSchrader AG and comparable companies. Since the 2005/2006 financial year, SES Research GmbH, Hamburg, has regularly published updated assessments of the SinnerSchrader figures and information on the development of the SinnerSchrader share. Since Concord Effekten AG ceased its business activities in the field of designated sponsoring as of 31 March 2009, Close Brothers Seydler Bank AG was engaged by SinnerSchrader as of 1 April 2009 for the designated sponsoring of the SinnerSchrader share and has secured the liquidity of the SinnerSchrader share in the Xetra trading system of the Frankfurt Stock Exchange ever since. Confidence, transparency, and consistency are the guidelines of investor relations work at SinnerSchrader, and investor relations represent a major element of good and transparent company management within the meaning of the standards laid down in the Corporate Governance Code. All relevant information on the SinnerSchrader share can be found at any time by all shareholders and interested parties on the share website at www.wkn514190.de or in the “Investors” section on the SinnerSchrader website at www.sinnerschrader.de.

SinnerSchrader 2008 | 2009 Kapitel

Shareholder Structure ON 31 AUGUST 20091) in %

Treasury stock 2.3 %

Free float 51.4 %

Pre-IPO shareholding employees of SinnerSchrader2)

Matthias Schrader, Oliver Sinner, and families

32.3 %

Strategic investor

10.8 %

3.2 % Strategic investor 10.8 %

Pre-IPO shareholding employees of SinnerSchrader2)

3.2 %

Treasury stock

2.3 %

Free float Matthias Schrader, Oliver Sinner, and families 32.3 %

51.4 %

1) 2)

To the best of Company’s knowledge If Board or consortium member

SinnerSchrader Share Sales Volume 2008/2009 in 000s 80

Volume Data for 2007/20081) Average volume per day in numbers Average volume per day in € Peak daily volume in numbers Peak daily volume in €

11,576 € 18,072 58,155 € 94,035

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In all relevant stock exchanges

SinnerSchrader Share Price Performance 2008/2009 (INDEX-LINKED) XETRA CLOSING PRICES IN % +/– COMPARED TO PRICE ON 29.08.2008 (= 100 %) 30 %

DAXsubsector IT Services SinnerSchrader

0 %

DAXsector Software DAX Technology All Share

Share Price Performance Data 2008/20091) Price on 31.08.2008 € 1.68 Price on 31.08.2009 € 1.69 Price performance in 2008/2009 € 0.01 In % of price on 29.08.2008 +0.6 % Dividend on 19.12.2008 € 0.12 Total performance in 2008/2009 € 0.13 In % of price on 29.08.2008 +7.7 % Peak price € 1.75 Lowest price € 1.25 Shares outstanding as at 31.08.2009 11,272,108 Market capitalisation as at 31.08.2009 € 19.0 million

–50 % 09/08

10/08

11/08

12/08

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In relation to Xetra prices

SinnerSchrader 2008 | 2009 Corporate Governance

Corporate Governance at SinnerSchrader Corporate Governance comprises all the values, principles, and rules governing corporate management and control. Since 2002, the Government Commission on the German Corporate Governance Code has published principles and standards which characterise good, responsible Corporate Governance, and all German companies listed on the stock exchange must declare their compliance with these principles each year. Since its creation, the Code has been continually modified on the basis of current knowledge and requirements. The present version is from 18 June 2009.

Company Boards

Declaration of Compliance

The Management Board of SinnerSchrader AG still consists of two members. The Chief Executive Officer, Matthias Schrader, has been appointed to the Board until 31 December 2010. The Chief Financial Officer, Thomas Dyckhoff, has been appointed until 31 December 2012. Conflicts of interest according to Section 4.3 of the German Corporate Governance Code did not arise in the 2008/2009 financial year.

The Management Board and Supervisory Board of SinnerSchrader AG have always been committed to the principles in the German Corporate Governance Code which aim at good, transparent, value-oriented corporate management, and they welcome the development of Corporate Governance in Germany. On 18 December 2008, the Supervisory Board and Management Board of SinnerSchrader AG submitted the declaration of compliance based on the version of the German Corporate Governance Code from 6 June 2008 in accordance with Article 161 of the German Stock Corporation Act. This declaration is reprinted at the end of this explanation of corporate governance and is permanently available to all shareholders and other interested parties on the www.wkn514190.de website or in the “Investors” section under “Corporate Governance” on the www.sinnerschrader.de website, together with the current version of the Code. The declaration confirms that, with just a few exceptions, SinnerSchrader complied with the recommendations of the German Corporate Governance Code. In December 2009, the Management Board and Supervisory Board will renew this annual declaration on the basis of the current version of the Code from 18 June 2009.

The management board of a stock corporation is appointed by the supervisory board and is independently responsible for managing the enterprise. It carries out business following the law, the statutes of the company, and the rules of procedure decreed by the supervisory board for the management board. Under these rules, the management board is required to seek approval from the supervisory board prior to undertaking certain business transactions.

The Supervisory Board monitors the Management Board and advises it on the management of the Company. The key tasks of the Supervisory Board include acting as the representative of SinnerSchrader AG to the Management Board, appointing members of the Management Board, establishing the compensation for these members, monitoring the work of the Management Board and the Company, particularly as regards accounting processes, the effectiveness of the internal monitoring system, and the effectiveness of the risk management system, commissioning the financial auditors and monitoring the financial audit, approving the Annual Financial Statements and Consolidated Financial Statements, and making decisions regarding the business transactions of the Management Board which require approval under the law, the Statutes of the Company, or the rules of procedure. The Supervisory Board of SinnerSchrader AG consists of three members elected by the Annual General Meeting. The Supervisory Board currently consists of Chairman Prof. Dr Reinhard Pöllath, Deputy Chairman Dieter Heyde, and Prof. Cyrus D. Khazaeli. All members

Corporate Governance SinnerSchrader 2008 | 2009

were re-elected by the Annual General Meeting of 18 December 2008 to the end of the Annual General Meeting which will vote on discharging the Supervisory Board for the 2012/2013 financial year. Conflicts of interest according to Section 5.5 of the German Corporate Governance Code did not arise in the 2008/2009 financial year.

Compensation Report for the Management Board and Supervisory Board In accordance with the German Management Board Compensation Disclosure Act, detailed information on the compensation of the Board members can be found in Section 6 of the Status Report and in the Notes to the Annual Financial Statements of SinnerSchrader AG which are reproduced in this financial report. The current stock option plans are also explained there and in the Notes to the Consolidated Financial Statements. There were no changes to the compensation agreement for the Board members of the AG in the 2008/2009 financial year.

Shares Held by Board Members An overview on page 101 of this report provides information on the shares and share derivatives held by members of the Supervisory Board and Management Board as of 31 August 2009 as well as any changes to these in the 2008/2009 financial year. The shares held by the Management Board comprise around 21.9 % of the shares issued by SinnerSchrader. This proportion rose by 0.3 percentage points over the course of the 2008/2009 financial year due to purchases on the stock exchange. As of 31 August 2009, the Supervisory Board did not hold any SinnerSchrader shares.

Directors’ Dealings According to Article 15a of the German Securities Trading Act, the Board members, other individuals in management positions, and persons closely connected to the Board members or individuals in management positions are obliged to disclose the purchase or sale of SinnerSchrader shares or derivatives related to these shares to SinnerSchrader AG if their equivalent value during the year exceeds a total of € 5,000. In the 2008/2009 financial year, the Company received such notifications from Matthias Schrader about the purchase of SinnerSchrader shares, which SinnerSchrader in turn disclosed in accordance with the regulations set out in the German Securities Trading Act.

Accounting Principles Following EU Regulation 1606/2002, the accounting of the SinnerSchrader Group has been carried out according to International Financial Reporting Standards since the 2005/2006 financial year. Prior to this, United States Generally Accepted Accounting Principles (“US-GAAP”) were used. The Annual Financial Statements of SinnerSchrader AG continue to be prepared in accordance with the accounting regulations of the German Commercial Code. The Annual and Consolidated Financial Statements were audited by an auditing firm which declared its independence to the Supervisory Board and which was chosen by the Annual General Meeting on 18 December 2008 for this task.

SinnerSchrader 2008 | 2009 Corporate Governance

Declaration of the Management Board and Supervisory Board on the Recommendations of the Government Commission on the German Corporate Governance Code According to Article 161 of the German Stock Corporation Act The Management Board and Supervisory Board of SinnerSchrader declare that the recommendations of the Government Commission on the German Corporate Governance Code in the version of 6 June 2008 were met, with the following restrictions, in the 2007/2008 financial year (01.09.2007 – 31.08.2008) and will be met in the current 2008/2009 financial year (01.09.2008 – 31.08.2009) and in future: Management Board Section 4.2.3: Variable compensation components and share options have been waived in the compensation package of Mr Matthias Schrader, CEO of SinnerSchrader AG, due to Mr Schrader’s high proportion of shares in the Company. Section 4.2.3: The share options awarded to other Management Board members originate from the 1999, 2000, and 2007 Stock Option Plans adopted by the Annual General Meeting. In accordance with the conditions adopted by the Annual General Meeting, the exercise criteria for the options involve reaching a share price increase of 20 % for the 1999 and 2000 Plans and 30 % to 50 % for the 2007 Plan above the average price of the SinnerSchrader share on the ten and five trading days prior to allocation, respectively, waiting periods of two to four and three to five years, respectively, and a term of six and seven years, respectively. The option conditions make no provision for a cap in the event of extraordinary, unforeseen developments.

No cap was set on the share-based bonus component awarded to a Management Board member for the period from 1 January 2005 to 31 December 2007 either, because a cap would run counter to the intended incentive effect, especially where there are waiting periods of several years. Supervisory Board Section 3.8: D&O insurance with no excess has been taken out for the members of the Supervisory Board because an excess would be disproportionate in view of the relatively low compensation. Section 5.3.1 ff.: The Supervisory Board has not formed any committees because it only comprises three members. Hamburg, 18 December 2008 SinnerSchrader Aktiengesellschaft For the Supervisory Board For the Management Board Prof. Dr Reinhard Pöllath Matthias Schrader

Report of the Supervisory Board SinnerSchrader 2008 | 2009

Report of the Supervisory Board for the 2008/2009 Financial Year

The Supervisory Board closely followed the business development of SinnerSchrader Aktiengesellschaft and its subsidiaries in the 2008/2009 financial year. At regular Supervisory Board meetings, in monthly reports, and through written, telephone, and personal exchanges, the Management Board kept the Supervisory Board informed of business developments and the current situation, strategic development, and important investment plans. The Management Board promptly included the Supervisory Board in business transactions and decisions which were significant to the Company or the Group. On this basis, the Supervisory Board discharged its duties as required by law and the Statutes and supervised the business conduct of the Management Board.

Meetings The Supervisory Board met for four ordinary meetings on 3 November 2008, 14 January 2009, 7 April 2009, and 3 July 2009. Furthermore, the Supervisory Board held teleconferences on 9 November 2008 and 1 December 2008 and made decisions by way of circulation on 15 October 2008 and 1 December 2008. With the exception of the meeting on 3 November 2008, all members of the Supervisory Board were present at all of these meetings. The proposed resolutions of the meeting on 3 November 2008 were subsequently approved in writing by the member of the Supervisory Board who could not attend the meeting. Each of the meetings took place in the presence of the Management Board.

Focal Points of Meetings In its meetings, the Supervisory Board dealt with the course of business and situation of the Group, particularly with the potential negative effects of the financial and economic crisis and the countermeasures to be taken. Another focus of the Supervisory Board’s work was the Management Board’s proposals concerning investments in the expansion of the service portfolio. These comprised the takeover of newtention technologies GmbH in two stages in December 2008 and May 2009 and the organic expansion of the e-commerce outsourcing business through the foundation of next commerce GmbH in May 2009. Other important issues dealt with by the Supervisory Board included the use of the authorisation to buy back treasury stock and the investment of the liquidity reserve in light of the financial crisis. In its meeting on 3 November 2008, the Supervisory Board dealt extensively with the Consolidated Financial Statements and Annual Financial Statements of SinnerSchrader Aktiengesellschaft for the 2007/2008 financial year and approved both sets of statements. At the same time, the Supervisory Board approved the suggestion of the Management Board to propose the payment of a dividend of € 0.12 per share at the Annual General Meeting on 18 December 2008.

SinnerSchrader 2008 | 2009 Report of the Supervisory Board

The Boards The members of the Management Board and Supervisory Board remained unchanged in the 2008/2009 financial year. At the Annual General Meeting on 18 December 2008, the Management Board and Supervisory Board were discharged for the 2007/2008 financial year, and the Supervisory Board was re-elected for the period to the end of the Annual General Meeting which will decide on the discharge of the Supervisory Board for the 2012/2013 financial year. Since the Supervisory Board again consisted of only three members in the 2008/2009 financial year, it did not form any committees.

Corporate Governance On 18 December 2008, the Supervisory Board together with the Management Board submitted the declaration of conformity with the Corporate Governance Code, in its version from 6 June 2008, which is required by Article 161 of the German Stock Corporation Act and which documents general compliance with the courses of action recommended by the Code.

Consolidated and Annual Financial Statements The accounts and Annual Financial Statements of SinnerSchrader AG as well as the Consolidated Financial Statements including the Joint Status Report of the Group and SinnerSchrader AG which were drawn up in accordance with International Financial Reporting Standards as required under Article 315a para. 1 of the German Commercial Code for the 2008/2009 financial year as of 31 August 2009 were audited by BDO Deutsche Warentreuhand Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Hamburg, at the request of the Supervisory Board and received an unqualified auditor’s opinion. Following a preliminary meeting between the auditor and the Chairman of the Supervisory Board on 16 October 2009, the Supervisory Board discussed the Annual Financial Statements, Consolidated Financial Statements, and Joint Status report in detail at its meeting on 3 November 2009 in the presence of the auditor and the Management Board. These documents and the auditor’s reports had been made available to the members of the Supervisory Board before the meeting. After thorough

examination and discussion, the Supervisory Board did not have any objections and endorsed the auditor’s results. The Board approved both the Consolidated Financial Statements and Annual Financial Statements on 3 November 2009. The Annual Financial Statements are thereby adopted. At the same time, the Supervisory Board approved the Management Board’s suggestion to propose to the Annual General Meeting that a dividend in the amount of € 0.08 per individual share be paid from the accumulated income as of 31 August 2009 and that any accumulated income remaining after the payment be carried forward to new accounts.

Business Development Though Germany’s GDP experienced its sharpest decline in over 50 years, SinnerSchrader was able to expand its business in the 2008/2009 financial year. On the one hand, this emphasizes that the importance of the Internet for marketing and sales continued to grow and enabled the market for interactive services to develop positively, independent of the economy. On the other hand, it demonstrates the strength that SinnerSchrader has developed in this market in the ten years since its share was first listed on the stock market in November 1999. The company used this strength to expand its portfolio of services judiciously during the crisis and supplement it with ad serving services and an e-commerce outsourcing offer. The Supervisory Board will support the Management Board in making these investments successful in the coming financial years without neglecting the positive development of the core business in the Interactive Marketing segment.

Thanks The Supervisory Board would like to thank the Management Board and all employees of the SinnerSchrader Group for their dedication in the 2008/2009 financial year, which laid the foundation for the successful development of the Company. Hamburg, 3 November 2009 Prof. Dr Reinhard Pöllath Chairman of the Supervisory Board

Joint Status Report 2008 | 2009

Joint Status Report of SinnerSchrader AG

General

Group Business and Structure

Market and Competitive Environment

Business Development and Group Situation

29 Development and Situation of SinnerSchrader AG

31 Compensation System for the Company Boards

Supplementary Information Required according to Article 289 Para. 4 and Article 315 Para. 4 of the German Commercial Code

33 Risks and Opportunities for Future Business Development

Major Events after the Balance Sheet Date

Forecast

Joint Status Report of SinnerSchrader AG

Joint Status Report 1

General

The following Status Report is the joint Consolidated Status Report and Group Status Report of SinnerSchrader Aktiengesellschaft (“SinnerSchrader AG” or “AG”) for the 2008/2009 financial year, which covered the period from 1 September 2008 to 31 August 2009. In particular, it shows the development of the income, financial, and asset status of the SinnerSchrader Group (“SinnerSchrader” or “Group”) and the AG in the 2008/2009 financial year and addresses the key risks and opportunities and the probable future development of business. Unless explicit reference is made to the AG, the statements refer to the Group. The Consolidated Financial Statements for 2008/2009 were drawn up according to International Financial Reporting Standards (“IFRS”). The 2008/2009 Annual Report of the AG follows German accounting regulations.

The Status Report and the Group Status Report, particularly Section 10, contain statements and information aimed at the future. These can be recognised by the use of words such as “expect”, “anticipate”, “forecast”, “intend”, “plan”, “strive”, “estimate”, “become”, and “should”. Such forward-looking statements are based on current knowledge, estimates, and assumptions. They therefore entail a number of risks and uncertainties. A variety of factors, many of which are outside SinnerSchrader’s sphere of influence, have an impact on business development and its results. These factors mean that the actual future business development of SinnerSchrader and the actual results achieved may differ significantly from the explicit or implicit information in the forwardlooking statements.

Joint Status Report of SinnerSchrader AG

Group Business and Structure

2.1

Business Activities

2.2

Structure of the Group

As an interactive agency group, SinnerSchrader offers companies a comprehensive range of services for the use of interactive technologies to optimise and further develop their business. The emphasis is on using the Internet for selling goods and services (e-commerce), for marketing and communication, and for acquiring and retaining customers.

SinnerSchrader currently carries out its business from four operative companies: SinnerSchrader Deutschland GmbH, spot-media AG, newtention technologies GmbH, and next commerce GmbH. SinnerSchrader Deutschland GmbH and its predecessors have been part of the Group since the agency group was founded in 1996.

SinnerSchrader’s services include

spot-media AG and its subsidiary spot-media Consulting GmbH were acquired by SinnerSchrader AG in February 2008 and now supplement and strengthen the Group’s competence profile, particularly as regards the maintenance of large online shops and portals, the development and implementation of website projects for SME clients, and the use of technologies like PHP and TYPO3. The spot-media group was part of the consolidation group for an entire financial year for the first time in 2008/2009. In the previous year, it belonged to the Group only for seven months.

• consultation related to and the development of Internet strategies, • the customised conception, design, and technical development of websites and Internet applications, • the maintenance of content and technologies, performance measurements and optimisation, and technical operations, including the provision of the technical infrastructure for website and Internet applications, • the planning and execution of advertising campaigns on the Internet with a focus on performance-driven display advertising (e.g., banner ads), and, since the 2008/2009 financial year, • the provision of and performance measurements for advertising media (ad serving) as well as • acceptance of overall responsibility for the establishment and management of sales channels on the Internet, including logistics, payment transactions, and shop management (e-commerce outsourcing). SinnerSchrader is one of the biggest independent interactive agencies in Germany and provides its services from offices in Hamburg and Frankfurt am Main. SinnerSchrader works primarily for companies based in Germany but also has customers in Denmark, the UK, France, and Morocco.

In the 2008/2009 financial year, SinnerSchrader continued to expand its portfolio, acquiring newtention technologies GmbH in a two-stage transaction in December 2008 and May 2009 and founding next commerce GmbH in May 2009. newtention technologies GmbH develops ad serving technology under the “n7” brand and offers ad serving services to advertising companies, online media agencies, and ad space providers from its own data centre via a software-as-a-service model. Via its subsidiary newtention services GmbH (previously adbalance GmbH), it also marketed online media services based on n7 technology to advertising companies and agencies. With the takeover of the newtention group, SinnerSchrader expanded its own online media business, which has been operated by SinnerSchrader Deutschland GmbH since 1998, and focused this business on the promising field of performance-driven display advertising.

Joint Status Report of SinnerSchrader AG

Following final assessment in accordance with the relevant IFRS rules, the structure of the transaction for the takeover of newtention technologies GmbH resulted in the newtention group being completely incorporated into the consolidation group as of 1 December 2008 even though the shares of newtention technologies GmbH were not legally transferred to SinnerSchrader AG until 29 May 2009. The earnings from the time between the first consolidation and the transfer of shares were to be allocated entirely to the sellers of newtention technologies GmbH and were reported in the Group’s Statements of Operations as consolidated income from external interests. Since the external interests passed to SinnerSchrader AG with the transfer of shares on 29 May 2009, there were no external interests to report in the balance sheet as of 31 August 2009. With the establishment of next commerce GmbH, SinnerSchrader organically expanded its range of services to include e-commerce outsourcing. On the basis of multi-year contracts, next commerce GmbH develops and manages online sales channels for companies in return for a performance-based share of revenues. After next commerce GmbH was founded, SinnerSchrader began working for the first customer whose online shop will open in autumn 2009. In addition to the four operative companies in Germany mentioned above, the Group also still includes the foreign subsidiaries SinnerSchrader UK Ltd., London, UK, and SinnerSchrader Benelux BV, Rotterdam, the Netherlands, which were not operatively active in the 2008/2009 financial year. SinnerSchrader AG acts as the managing holding company of the Group and is responsible for the central provision of infrastructure and administrative services, financing the operating business, administering the liquidity reserves, and controlling the Group. The portfolio expansion which took place in the 2008/2009 financial year is reflected in the Group’s segment reporting. As of the year of the report, SinnerSchrader has planned and controlled its operations according to “Interactive Marketing”, “Interactive Media”, and “Interactive Outsourcing” segments.

Market and Competitive Environment

SinnerSchrader’s 2008/2009 financial year fell in the most difficult phase of a global financial and economic crisis. While there were indications worldwide in the summer of 2008 that the previously strong economic growth would slow down as a result of the bursting of the real estate bubble in the United States, it was the collapse of Lehman Brothers bank on 15 September 2008 that plunged the financial world – and, ultimately, the global economy – into a crisis of unexpected proportions. Because the German economy depends heavily on export business, the crisis had an immediate and definite impact on its development. The German Federal Statistical Office recorded a 0.2 % decline in the real gross domestic product in Germany for the second half of 2008 compared to the year before because of the financial market crisis. The full extent of the economic collapse became apparent in the first half of 2009: Based on current figures from the Federal Statistical Office from the end of August 2009, Germany’s gross domestic product fell by 6.8 % in real terms compared to the year before. This is the most severe decline in economic output in over 50 years and it can be attributed first and foremost to the slump in capital investments; the development of private consumer spending remained comparatively stable. At the start of the third quarter of the year in July 2009, there were increasing signs around the world that the negative development of the world economy was slowing down, not least thanks to massive government bailouts in many countries. Over the past weeks, the forecasts for economic development in the second half of 2009 and in 2010 have been raised across the board. Most experts and the German federal government expect GDP to develop significantly better in the second half of the year than in the first and predict 1.2 % growth for 2010.

Joint Status Report of SinnerSchrader AG

The Internet sector proved to be relatively crisis-proof during SinnerSchrader’s 2008/2009 financial year. One important indicator for this is the development of the online advertising market, which experienced doubledigit growth even in the first half of 2009 according to reports from various research firms and associations. In July 2009, the German Federal Association for Information Technology, Telecommunications, and New Media (BITKOM) reported 13 % growth in revenues from online advertising without search engines and affiliate marketing in the first half of 2009 compared to the first half of 2008 – a figure which is generally confirmed by Nielsen Media, which reported 10 % growth.

are also increasingly spending money. An online study by ARD and ZDF in the spring of 2009 counted 43.5 million people online in Germany. This was 0.8 million more than one year before and accounted for 67.1 % of all people in Germany aged 14 or older. While the ARD/ZDF online study indicates that this growth is levelling out and will only amount to about 2 % for 2009, the “Internet structure data” published by the Forschungsgruppe Wahlen for the first and second quarter of 2009 showed a boost in growth dynamics and an increase in the proportion of German adults aged 18 or older using the Internet from 65 % in the third quarter of 2008 to 69 % in the first quarter of 2009 and 72 % in the second quarter of 2009.

Though this growth was not as dynamic as in preceding periods, it is all the more remarkable considering that gross advertising investments shrank by more than 3 % in total in the first half of the year according to Nielsen Media. The proportion of investments made in online advertising therefore continued to grow. A forecast published in September 2009 by the Circle of Online Marketers in the German Association for the Digital Economy assumes that the gross advertising volume for all forms of online advertising, including search engine and affiliate marketing, will grow by 10 % in 2009 as a whole, and it predicts that the Internet’s share of the gross advertising volume will increase by 2 percentage points to reach 16.6 %. According to this forecast, the Internet will come in third place for the first time behind TV and newspapers in the ranking of various advertising channels in Germany in the year 2009.

In light of the Internet’s rate of penetration in most age groups, the change in the intensity and nature of Internet usage is more important to the development of the interactive service provider sector than the growth in user numbers. For example, the ARD/ ZDF online study shows that nearly half of all Germans aged 14 or older used the Internet on a daily basis in 2009; in the 2009 study, 48.1 % said they had last used the Internet “yesterday”, which is over 3 percentage points more than in the previous year.

The British online advertising market is setting the pace for the shift of advertising budgets to the Internet: A study published at the end of September 2009 by the Internet Advertising Bureau in cooperation with PricewaterhouseCoopers and the World Advertising Forum shows that the online advertising market in the UK surpassed television for the first time in the first half of 2009, seizing a 23.5 % share of the total advertising market. The study suggests that the crisis has accelerated the shift of advertising budgets to the Internet. Investments in advertising follow people and potential consumers, more and more of whom are spending more time more frequently on the Internet, where they

Parallel to this, after three years with no significant upward movement, the average length of time spent on the Internet shot up by 13 % to 136 minutes per day, which could be a result of the fact that videos have become the fastest-growing online application. Correspondingly, the value of goods purchased online rose significantly in the year 2008. In March 2009, the market research institute GfK reported a rise of 19.3 % to € 13.6 million, the biggest increase in four years. The German E-Commerce and Distance Selling Trade Association (bvh) reported similarly positive figures; its statistics show that the volume of private online purchases rose by 22.9 % in 2008 to reach a value of € 13.4 million. For 2009, the bvh anticipates around 10 % growth in online sales despite the expected fall of probably more than 5 % in the gross domestic product. This will cement the role of the Internet as the fastest-growing retail sales channel.

Joint Status Report of SinnerSchrader AG

The basic trend driving the business of the interactive services sector remains stable despite the crisis. A new growth spurt even appears to be underway in the e-commerce segment. According to the New Media Service Ranking published in April 2009 by the German Federal Association of the Digital Economy, German interactive agencies can expect average business growth of 8 % for the year 2009 despite the economic environment.

usiness Development and B Group Situation

In light of the comparatively mild effects of the economic crisis on the Internet industry and the interactive agency sector as a whole, and thanks to SinnerSchrader’s good position in the German market for interactive services and its focus on infrastructure-oriented services, SinnerSchrader was able to continue growing in 2008/2009 despite the difficult overall economic situation. Gross revenues rose in the 2008/2009 financial year by 14.5 % compared to the year before to reach € 27.7 million. This revenue growth did not lead to an increase in the operating result in the year covered by the report because, since SinnerSchrader is convinced that the market for interactive services remains promising, it decided to expand its portfolio to include ad serving and e-commerce outsourcing services, even though this initially affected its overall operating performance. These advance payments caused the EBITA to decrease by around € 0.9 million in the 2008/2009 financial year to € 1.4 million. Without the advance payments, the EBITA would have risen slightly by around € 0.1 million. The establishment of new business fields caused the consolidated income to be allocated to SinnerSchrader shareholders to decline by € 0.03 per share to € 0.11 per share. The liquidity reserve fell by around € 1.1 million to € 8.0 million as of 31 August 2009 on account of investments in the expansion of the range of services and the strengthening of existing business in the year of the report. Due to this expansion, the equity rate was also down 3 percentage points as of the balance sheet date but still amounted to 62 %, which is a testament to the Group’s solid financial situation.

The development of the key indices for business development and the Group’s asset and financial situation in the period covered by the report are described in the following.

4.1

Revenues

In the 2008/2009 financial year, SinnerSchrader achieved gross revenues of € 27.7 million and net revenues of € 20.9 million. This means SinnerSchrader’s business grew by 14.5 % and 14.1 %, respectively, compared to the year before. However, due in particular to the financial and economic crisis, these growth rates remained below those of the previous financial year, in which SinnerSchrader grew by 30.0 % and 29.6 %. Of the € 2.6 million increase in net revenues, around € 2.2 million can be attributed to the project and operating services in the Interactive Marketing segment, which achieved total revenues of € 19.7 million in the 2008/2009 financial year. The media business, including ad serving services, grew by € 0.5 million to reach net revenues of nearly € 1.4 million. Revenues of nearly € 0.2 million arose from the first project of the newly launched e-commerce outsourcing business. There was a contrary effect from the services exchanged between the segments, which led to the elimination of € 0.3 million in the total account. The rise in net revenues in the media business went hand in hand with a € 0.9 million increase in the media budget SinnerSchrader manages for customers. SinnerSchrader’s gross revenues therefore rose in the 2008/2009 financial year compared to the year before by a total of € 3.5 million. € 1.4 million of the growth in the Interactive Marketing segment can be attributed to the fact that spotmedia AG, whose business falls entirely within this segment, contributed revenues and earnings to the SinnerSchrader Group for an entire twelve months for the first time in the year under review. In the previous year, spot-media was part of the Group for only seven months after the takeover in February 2008.

Joint Status Report of SinnerSchrader AG

spot-media was also responsible for the growth in the Interactive Marketing segment beyond this consolidation effect in the year under review. In addition to the positive development of business with existing customers, spot-media was able to successfully establish a relationship with the telecommunications company HanseNet, who quickly became an important new customer when spot-media took over a project team working for this customer at another agency in early January 2009. Revenues in the SinnerSchrader agency decreased slightly on account of the crisis. Budget cuts and project postponements in some major accounts in the first half of 2009 could not be compensated for by revenues from new customers. Nonetheless, business with new customers picked up in 2008/2009 compared to the previous year. The SinnerSchrader agency was able to expand its customer list considerably with Steigenberger, Häfele, QVC, REWE, and a start-up project for a large retail group. In the media business, the organic growth of the media budget managed for existing customers and the net revenues generated from this continued in the 2008/2009 financial year and contributed € 0.2 million to the growth of the Interactive Media segment. Furthermore, by taking over newtention technologies GmbH and its ad serving technology, SinnerSchrader laid the foundation for future growth and achieved its first revenues from ad serving services in the amount of € 0.3 million in the year covered by the report. Of this, around € 0.2 million arose in the phase from the date of the first consolidation on 1 December 2008 to the legal takeover of the shares. In the e-commerce outsourcing business, which was established organically in the 2008/2009 financial year and embedded in the newly founded next commerce GmbH, SinnerSchrader was able to acquire the Olsen fashion company as its first customer for a cooperation lasting several years. In the course of its initial project to set up a shopping platform, next commerce GmbH achieved revenues of nearly € 0.2 million. When all segments are viewed together, revenues from customers in the Retail & Consumer Goods sector rose the most. SinnerSchrader’s net revenues from companies in this sector rose by € 1.5 million. This sector’s share of total revenues therefore increased from around 28 % to nearly 32 %. This can be

attributed to the consolidation effect from spot-media, with its high proportion of retail customers, as well as to the great pressure to intensify e-commerce activities in this industry, which appeals to SinnerSchrader’s core competency and is one of the reasons SinnerSchrader has developed an e-commerce outsourcing portfolio. Net revenues from all other sectors rose as well, with the exception of Transport & Tourism. Revenues from customers in the Financial Services sector increased by € 0.4 million even though this industry was particularly hard hit by the effects of the financial and economic crisis. This can be explained by the fact that, on account of the crisis, business with private customers became increasingly important to banks and also by the fact that, when it comes to acquiring and retaining customers, there is no way around the Internet. This sector’s share of SinnerSchrader’s total net revenues declined by around 2 percentage points to nearly 27 %. The € 0.5 million increase in the Telecommunications & Technology sector was due largely to the acquisition of HanseNet as a new customer. This sector’s share of revenues remained stable compared to the previous year. SinnerSchrader’s revenues from customers in the Media & Entertainment sector were up by € 0.3 million in the year of the report compared to the year before and the share of revenues from this segment rose by 1 percentage point to 4 %. Revenues from companies in the Transport & Tourism sector fell by € 0.5 million in the 2008/2009 financial year, while this sector’s share of SinnerSchrader’s net revenues declined by 5 percentage points to 15 %. This was caused by the loss of a large customer who has pursued an insourcing strategy since the summer of 2008. Net revenues from customers who do not fit into any of SinnerSchrader’s five key sectors were up by € 0.4 million compared to the previous year and their share of revenues amounted to 3 % in the year covered by the report. SinnerSchrader’s circle of customers grew through the acquisition of new customers and expansion of the Group’s service portfolio, but the share of revenues accounted for by the top 10 customers changed very little compared to the previous year. In relation to net revenues, the share amounted to a good 84 % in the 2008/2009 financial year, which is 2 percentage

Joint Status Report of SinnerSchrader AG

points less than the year before. In relation to gross revenues, the share was 88 %, which is 1 percentage point lower than the previous year. As in the previous year, SinnerSchrader achieved net revenues of over € 2 million each with three customers and revenues of over € 1 million each were achieved with three other customers. 9 % of the net revenues were achieved with customers with whom SinnerSchrader was not yet achieving revenues in previous years, not taking into account the new customers acquired in the course of business expansion. The new customer rate therefore rose by 5 percentage points compared to the previous financial year. The development of revenues by quarters clearly shows the effects of the financial and economic crisis triggered in September 2008. While SinnerSchrader earned net revenues of € 5.6 million in the first quarter and thus achieved growth rates of 37 % (including the consolidation effect from spot-media) compared to the same quarter in the year before and 8 % compared to the preceding quarter, the net revenues in the second quarter fell by 14 % to € 4.8 million. This quarterly decline was much greater than what would normally be expected over the course of SinnerSchrader’s financial year due to the Christmas holiday and end of the year. SinnerSchrader believes this was a result of customer insecurity in light of the extreme deteriora-tion of the economic outlook and the uncertainty regarding the effect on private consumers. Thanks solely to the consolidation effect from spot-media, earnings in the second quarter surpassed those of the previous year by 8 %. In the third quarter, this development turned around again. The net revenues recovered somewhat from the second quarter and reached € 5.2 million. This trend continued in the fourth quarter with an increase to nearly € 5.4 million. The considerable improvement in the economic outlook in the summer of 2009 led to a noticeable revival of demand. Despite the tapering off of the consolidation effect from spot-media in February 2009, revenues in the two quarters were 8 % and 4 % higher, respectively, than in the previous year.

4.2 Operating Result Despite the welcome increase in revenues considering the economic situation, SinnerSchrader’s operating result in the 2008/2009 financial year, measured in terms of the earnings before interest, taxes, and amortisation from acquisitions (EBITA), the Group's key performance indicator, fell by € 0.9 million compared to 2007/2008 to reach € 1.4 million. The only reason for this decline is that SinnerSchrader decided to invest in the expansion of its portfolio in the 2008/2009 financial year. Transaction costs and initial losses burdened the operating result by € 1.0 million. Around € 0.4 million of this went to the establishment of the e-commerce outsourcing business and the start of the first customer project in this field. The nature of this business, which involves revenue-based compensation for the service provider, means that customer projects will usually incur initial losses in the first phase lasting one to two years and the breakeven point will not be reached until revenues develop accordingly. A mutual commitment over several years – usually five or more – is therefore an essential component of the contractual relationship between the customer and SinnerSchrader for customer projects in the field of e-commerce outsourcing. Another € 0.6 million went to the expansion of the Interactive Media segment to include the business of the newtention group. The burden was caused primarily by the operating losses incurred in the newtention group. These amounted to € 0.4 million in the period between the first consolidation on 1 December 2008 and the date of the legal takeover on 29 May 2009 and are therefore allocated not to SinnerSchrader’s shareholders, but rather to the sellers of newtention and they are reported as “consolidated income to be allocated to external interests” in the Statements of Operations. Without the burden from the expansion of its business portfolio, SinnerSchrader’s operating result would have increased by € 0.1 million, or around 6 %, from € 2.3 million in the 2007/2008 financial year to € 2.4

Joint Status Report of SinnerSchrader AG

million in the year covered by the report. The relative increase in the operating result before expansion costs is therefore lower than the growth of revenues, which is also expressed in a slight decrease in the operating margin in relation to net revenues. This fell by 0.9 percentage points from 12.6 % before expansion costs in the 2007/2008 financial year to 11.7 %. This is due mostly to the fact that the crisis-related revenue volatility could only partially be compensated for on the cost side and that marketing costs rose in relation to revenues. Including the expansion costs, the operative net revenue margin was 6.9 % and thus 5.7 percentage points below that of the previous year. Of this decrease, 0.6 percentage points can be attributed to a slight decline in the gross profit margin, 2.4 percentage points and 1.5 percentage points to an increase in marketing costs and in general and administrative costs and 1.3 percentage points to higher research and development costs. In contrast to this, there was a slight increase of 0.1 percentage points in other income and expenses. While the business expansion had a negligible effect on the gross profit and, consequently, the slight decline in the gross margin arose primarily from established business, about half of the increase in marketing costs and in general and administrative costs can be attributed to the expansion of the service portfolio. Marketing costs rose compared to the previous year by around 55 % to € 1.9 million, while general and administrative costs increased by 26 % to € 3.4 million. As is the case with revenues, the comparison with the previous year is influenced by the fact that the spot-media group contributed to the Group’s figures for the entire year in 2008/2009 but only for seven months of the previous year. The significant increase in research and development costs to € 0.3 million, which is around seven times higher than the previous year, is due solely to the acquisition of the newtention group. As a software provider, the newtention group continually invests in the further development of its software product. The costs of this development are mainly reported as research and development costs.

In the breakdown of costs by cost types, costs developed as follows: Personnel costs rose by a total of € 3.1 million to € 13.4 million. € 0.8 million of this increase was due to the new business segments set up in the 2008/2009 financial year. The remaining € 2.3 million increase in the established business segments corresponds to a rise of nearly 23 %. In these segments, the average number of full-time employees grew by 51 employees and 28 %, respectively, to 230 in comparison to the previous year. The total average number of full-time employees in the 2008/2009 financial year was 244. The increase in SinnerSchrader’s own capacity was countered by a reduction in external costs by around 12 % to € 2.4 million. SinnerSchrader was able to reduce its number of freelancers as desired, though somewhat more slowly than planned. Amortisations – not including the amortisation of intangible assets from the first consolidation procedures – increased at a disproportionately low level of 3 %. Other operating expenses rose by € 0.6 million or 24 %, with around one third of this increase arising in the newly established business segments. In the Interactive Marketing segment, an EBITA of € 2.6 million was achieved in the 2008/2009 financial year. On account of set-up costs amounting to € 0.6 million, the Interactive Media segment achieved an operating result of a good € –0.1 million, with contributions to income in the amount of € –0.4 million arising from the newtetion group from the period between December 2008 and May 2009 and to be allocated to the external shareholders. There was another contribution to income reported under “Other” in the amount of € –1.1 million, of which € –0.4 million was attributed to the establishment of the e-commerce outsourcing business. The EBITA for the entire year amounted to € 0.6 million, € –0.2 million, € 0.4 million, and € 0.7 million broken down by quarters. In evaluating the quarterly results, it is important to note that the advance payments for the expansion of the service portfolio, which had a significant impact on earnings, did not begin until the second quarter. Due to the final evaluation of the newtention acquisition at the end of the year,

Joint Status Report of SinnerSchrader AG

the EBITAs for the second and third quarter of 2008/2009 deviate from the originally reported figures because the newtention group had to be consolidated for the months from December 2008 to May 2009 even though the results for this period were allocated entirely to the external shareholders. The dip in revenues in the second quarter as a result of the economic situation had a noticeable effect on the operating result in this reporting period. As in previous years, the fourth quarter once again had the strongest earnings even though advance payments of € 0.3 million also arose in this quarter.

4.3 Consolidated Income Parallel to the development of the EBITA, the consolidated income also decreased from the previous year due to the costs for establishing new fields of business. The EBITA came to € 0.9 million in the 2008/2009 financial year, around € 0.7 million less than in 2007/2008. For the first time, however, SinnerSchrader reported a portion of consolidated income to be allocated to external interests in the Statements of Operations. These external shareholders had to bear a loss after taxes in the amount of € 0.3 million, which, as explained in Section 4.2, arose from an operating loss of € 0.4 million allocated to the external interests. It was necessary to report these external interests because when the newtention group was acquired, the transfer of control which led to full consolidation took place on 1 December 2008, six months before the legal and economic transfer at the end of May 2009, on account of the IFRS rules relating to the chosen transaction structure. The earnings to be allocated to SinnerSchrader’s shareholders therefore amounted to € 1.2 million, which is a decrease of just € 0.4 million compared to the previous year’s figure, which corresponded to the consolidated income.

The consolidated income comprises the operating result (EBITA) as well as the amortisation of intangible assets from the first consolidation, the financial result, income from participations, and taxes on income. The amortisation of intangible assets from the first consolidation increased particularly on account of the steps SinnerSchrader took in the 2008/2009 financial year to expand its business. This cost item also rose due to the fact that the corresponding amortisation of the customer base activated in the course of the initial consolidation of spot-media AG applied to twelve months in the 2008/2009 financial year instead of seven months as in the year before. In total, the amortisation of intangible assets from the first consolidation amounted to € 0.5 million in the year covered by the report, which is € 0.4 more than in the previous year. The increase essentially arose from the activation of the software developed by newtention in the course of the initial consolidation of the newtention group, which led to an amortisation amount of nearly € 0.3 million. For the first time, the amortisation of the customer relationship acquired by spot-media AG in the 2008/2009 financial year also applied. Of the total amortisation amount of € 0.5 million, € 0.2 million was allocated to the external interests. The financial result and income from participations in the Group’s Statements of Operations for 2008/2009 amounted to € 0.3 million, of which € 0.1 million from the debt waiver of a silent partner in the newtention group in connection with the acquisition by SinnerSchrader in May 2009 was to be allocated to the external shareholders. In the previous year, the financial result and income from participations amounted to only around € 0.1 million due to the amortisation of a participation starting in April 2008. This means that the Group’s earnings from the investment of liquid funds in the year covered by the report declined by € 0.2 million from € 0.4 million in the previous year to € 0.2 million. This decline arose primarily from the significant decrease in short-term

Joint Status Report of SinnerSchrader AG

interest rates as a result of the worldwide financial crisis which began in September 2008. The 1-month Euribor and 3-month Euribor listed over the entire previous year reached average values of 4.4 % and 4.7 %, respectively, while the comparable figures for the 2008/2009 financial year were 2.1 % and 2.5 %, respectively. This collapse in interest rates at the short end of the interest curve led to a moderate increase in the duration of the investment portfolio through investments in fixed-interest securities with a remaining term of up two years. The decline in investment earnings can also be attributed to the fact that the average liquidity available for investment decreased by € 1.7 million from the previous year to € 7.6 million on account of the investments made over the course of the year. The income tax liability of € 0.3 million in the 2008/2009 financial year was € 0.4 million lower than in the previous year. This was primarily an effect of the significantly lower pre-tax profit in the year of the report. This decrease was also due in part to the fact that the effective tax rate fell by around 6 percentage points from 31 % to 25 %, which was mainly a result of what is, in accordance with IFRS rules, a permanent difference in the treatment of an amortisation in connection with the acquisition of the newtention group. When the newtention group was purchased, considerable tax loss carry-forwards were taken over, which, according to the Citizens’ Relief Act passed in the summer in contrast to the legal situation in force when the transaction was concluded, have probably not been lost with the majority takeover by SinnerSchrader. In light of the uncertainties remaining regarding the applicability of the new legal regulations to the newtention acquisition, no positive tax effects were activated as of 31 August 2009. With nearly 11.3 million outstanding shares, a decrease of 0.2 million compared to the year before on account of the share buy-backs, SinnerSchrader achieved earnings of € 0.11 per share for its shareholders in the 2008/2009 financial year. In 2007/2008, SinnerSchrader achieved € 0.14 per share.

4.4 Cash Flows The change in the liquid funds and cash equivalents reported in the 2008/2009 Statements of Cash Flows is € 5.9 million. This includes a reallocation of financial investments in the amount of € 4.7 million to investment instruments that could no longer be assigned to liquid funds and cash equivalents because of their remaining term and structure. Adjusted by this reallocation into marketable securities, for which there was no comparable procedure in the previous year, the liquid funds in the year of the report fell by € 1.1 million. In the previous year, SinnerSchrader had used cash in the amount of € 1.4 million. Once again, SinnerSchrader generated funds of over € 2 million from operating business, but, with cash flows from operating activities of € 2.3 million, failed to meet the previous year’s value by a good € 0.4 million. This fall is also a consequence of the establishment of new fields of business. This development of the net current assets and the accrued expenses results in a positive contribution to cash flows from operating activities of € 0.7 million, mainly caused by the establishment of tax reserves. The outflows of funds to pay the dividend in December 2008 of just under € 1.4 million, for buying back treasury stock in the amount of € 0.4 million, and for investments in the replacement or organic expansion of property and equipment and in intangible assets in the amount of € 0.4 million were financed from the operating cash flows. In the 2008/2009 financial year, SinnerSchrader used funds in the amount of € 1.2 million for investments in inorganic business expansion. Of this, € 0.8 million was accounted for by the acquisition of the newtention group and € 0.3 million by the payment of the first of four earn-out instalments for the acquisition of the spot-media group, which was completed in the 2007/2008 financial year. Another € 0.1 million, which is part of the cash flow for the acquisition of intangible assets and property and equipment, was paid as the first of three instalments for the acquisition of a customer relationship in the 2008/2009 financial year.

Joint Status Report of SinnerSchrader AG

4.5 Asset and Financial Situation As in the previous year, the development of the asset and financial situation in the 2008/2009 financial year was characterised by the expansion of business, which was largely financed by using part of the liquidity reserve. Business expansion primarily took effect in the growth of the other intangible assets by € 1.3 million to € 1.7 million and a rise in the goodwill by € 0.5 million to € 3.1 million as of 31 August 2009. The largest share of this, at € 1.1 million, is the addition of the software created and marketed by the newtention group itself, which was identified and evaluated within the context of the purchase price allocation. At the time of the first consolidation, 1 December 2008, the software was activated at € 1.4 million. The usage period was identified as four years, so that depreciations on the software acquired of just under € 0.3 million were recorded with an effect on the expenses in the proportionate financial year. Another major addition was the customer relationship acquired by spot-media AG on 1 January 2009. At the time of acquisition, it was included in the books with a value of € 0.4 million and an expected usage period of four years. Its value on the balance sheet date was € 0.3 million. The rise in the balance sheet item for goodwill was undertaken in the amount of a good € 0.3 million due to the acquisition of the newtention group and in the amount of € 0.2 million thanks to a rise in the expected earn-out payment from the spot-media acquisition. The expansion of business is countered by a reduction in liquid funds and marketable securities by a total of € 1.1 million. Given the pleasingly stable accounts receivable and unbilled services in spite of the growth in revenues and slightly falling values in the other balance sheet items, overall there was a moderate rise in the balance sheet total of € 0.4 million to € 20.3 million.

On the liabilities side, it was mainly the tax reserves and the other current liabilities that increased markedly by € 0.8 million and just under € 0.3 million, respectively. Among other things, the current liabilities include the purchase price payments due within a year from the acquisition activities in the amount of € 0.5 million. As of 31 August 2009, the shareholders’ equity fell by € 0.4 million to a value of € 12.5 million. The dividend payment in December 2008 and the buy-backs of treasury stock continuously undertaken during the financial year until the end of June 2009 reduced the shareholders’ equity by a total of € 1.7 million, which could not be completely compensated for by the net income attributed to the SinnerSchrader shareholders of € 1.2 million. The shareholders’ equity rate therefore fell correspondingly in comparison to the value on 31 August 2008 by a good 3 percentage points to 62 %.

4.6 Employees In the 2008/2009 financial year, there were an average of 244 full-time employees in the SinnerSchrader Group. This was 65 full-time employees or 36 % more than in the previous financial year. Of this rise, an increase of 22 full-time employees is due to the fact that the spot-media group contributed to the consolidated figures for the full twelve months of the financial year for the first time in the 2008/2009 financial year instead of only seven months as in the previous year. On average over the year, another 14 employees joined the company because of the newly established or acquired business segments. The personnel capacity in the existing business segments expanded by 29 full-time employees or a good 14 % in the 2008/2009 financial year. In the 2008/2009 financial year, the Interactive Marketing segment had an average of 201 full-time employees, the Media segment had 17, the Interactive Commerce segment had 2, and the Holding had 24 full-time employees. At the end of the financial year, a total of 279 people were employed in the SinnerSchrader Group, 17 of whom were apprentices, 28 were students, and 2 interns. 84 employees worked in consultancy and media planning, 33 in creation, 124 in technology, and 38 in administrative functions.

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evelopment and Situation D of SinnerSchrader AG

SinnerSchrader AG is the managing holding company of the SinnerSchrader Group. Its business activities mainly comprise developing and implementing the Group strategy, expanding the business portfolio through acquisitions, among other things, guiding and controlling the operating Group companies and financing them, administering and controlling Group liquidity, managing the German tax integration, providing and administering the infrastructures jointly used by the Group companies, in particular the office space, centrally providing administrative services, and performing central Group tasks, such as investor relations work. There is a profit and loss transfer agreement between SinnerSchrader AG and the German subsidiaries SinnerSchrader Deutschland GmbH and spot-media AG. This means that the profits and losses from the operating business of these two companies are also reflected in the individual results of the AG for the relevant year of the report, in each case as income from transfers of profits or as expenditure from transfers of losses. With respect to the provision of infrastructure and the central provision of administrative services, SinnerSchrader AG is in a direct business relationship to different extents with its subsidiaries; it charges for the services rendered and earns its own revenues from this. In the 2008/2009 financial year, the revenues were € 3.1 million and thus matched the value of the previous year. The expansion of the business portfolio has not yet had a major impact on the total services invoiced by the AG. However, the AG incurred higher operating costs in the 2008/2009 financial year than in the previous year because of the preparations for the expansion of business. The number of full-time employees in the AG on average over the year was 5 full-time employees higher than in the previous year, meaning

that the personnel costs of € 1.7 million were a good € 0.2 million higher. The other operating expenses and the expenditure for purchased services rose by € 0.1 million each to € 1.9 million and € 0.2 million, respectively. In view of the low investments for replacements and expansions in the central infrastructure, depreciations fell slightly. Furthermore, an agreement with the landlord of the office space in Hamburg rented by SinnerSchrader AG made a positive contribution of € 0.1 million to the profit development in the 2008/2009 financial year; as a result of this, the accrued expenses formed for cuts in rent could be dissolved. Income from the profit and loss transfer agreement was well above that of the previous year because a profit and loss transfer was conducted for spot-media AG for the first time in the year of the report. In total, the AG received an amount of € 2.9 million from profit and loss transfers, in comparison to € 2.6 million in the previous year. Taking into account that the depreciation of a minority participation in the amount of € 0.25 million in the previous year was not countered by a similar burden in the 2008/2009 financial year, the contribution to profits from the subsidiaries and participations rose by around € 0.6 million, which more than balanced out the higher operating expenses due to the expansion of business. In the 2008/2009 financial year, much lower income was earned than in the previous year from investing the liquid funds that the AG administers and invests centrally for the SinnerSchrader Group. The income was € 0.2 million and was earned from other interest and similar income and as other operating income where it was realised from the sale of securities. In 2007/2008, this amount was just under € 0.4 million. In addition to lower average available funds, the marked fall in interest in short-term investments resulted in a fall in income opportunities. In view of the financial crisis, investment was also aimed at

Joint Status Report of SinnerSchrader AG

reducing liquidity and contractor risks, which also impaired the earnings potential. As in the previous years, the interest expenditure listed in the Statements of Operations is largely associated with liquidity control within the Group. SinnerSchrader AG still has no interest-bearing liabilities outside the Group. On balance, there was an annual pre-tax income of € 2.1 million for 2008/2009, which was around € 0.1 million higher than the previous year. After deduction of the income taxes to be assessed in the full extent for the first time – the former loss carry-forwards previously in place in the AG had already been used up in the previous year – an annual net income of € 1.4 million remained for the financial year. In 2007/2008, the annual net income was € 1.6 million. The annual net income in the year of the report was higher than the earnings attributed to the SinnerSchrader shareholders in the Consolidated Financial Statements mainly because the losses of the new business units not yet covering costs were not included in the AG. Together with the profit brought forward from the previous year of € 0.3 million, the accumulated income of the 2008/2009 financial year amounts to € 1.7 million. As at the Group level, the development of the AG’s asset and financial situation was characterised by the further expansion of the business portfolio. On the assets side, the value of the shares in associated companies rose by € 0.9 million to € 20.4 million. € 0.7 million of this amount is accounted for by the expansion of the business portfolio to include the newtention group and next commerce GmbH. The remaining € 0.2 million concerns the increase in the estimate for the total volume of the earn-out components from the acquisition of spot-media AG in February 2008.

In comparison to the balance sheet date of the previous year, as of 31 August 2009 the receivables from affiliated companies rose markedly by € 1.3 million to € 2.3 million. This is largely due to the fact that there was a profit and loss transfer agreement with spot-media AG for the first time as of 31 August 2009. The rises in assets are countered by the fall in the liquid funds and securities (without treasury stock) held by the AG by € 1.8 million to € 7.2 million. € 0.3 million of this was used to buy treasury stock. As of 31 August 2009, there were 270,656 shares of treasury stock with procurement costs of € 0.4 million on the books. The total value of assets rose by € 0.6 million to € 31.0 million in the 2008/2009 financial year. On the liabilities side, only the tax reserves rose markedly by € 0.8 million. Since the loss carryforwards in the tax integration conducted by SinnerSchrader AG had been used up in the previous year, the effective tax burden on the AG rose to a normal level and, with it, the tax reserves. The AG treasury stock rose only slightly by € 0.1 million and was € 28.2 million as of 31 August 2009. The positive effect from the annual net income earned is largely compensated for by the dividend payment of € 0.12 per share paid in December 2008. The shareholders’ equity rate therefore fell slightly by just under 2 percentage points, but at 91 % was still above the 90 % level.

Joint Status Report of SinnerSchrader AG

Compensation System for the Company Boards

6.1 Compensation System for the Management Board The compensation system for the Board has not changed since the 2007/2008 Consolidated Financial Statements. The specification of the structure and the level of compensation for the Management Board is the duty of the Supervisory Board. The compensation of the Supervisory Board is determined by the Annual General Meeting. The compensation system for the Management Board is aimed at paying the individual members appropriately according to their areas of activity and responsibility while taking adequate account of individual performance, company success, and the development of the share price by means of a substantial variable portion. It is made up of the following components: • a fixed basic salary to be paid in twelve equal monthly instalments • a performance-related annual bonus, partially on the basis of achieving individual goals and company goals laid down in the annual plan and partially as management bonuses based on the Group result • a share-based payment component with a mediumto long-term incentive effect orientated on the relevant period • other benefits (mainly a company car, accident insurance, D&O insurance with an excess, the reimbursement of expenses) The individual weighting of each component takes account of the fact that the Management Board members hold varying stakes in the Company. As of 31 August 2009, Matthias Schrader, co-founder of SinnerSchrader AG, held 2,455,175 shares or 21.27 % of all shares issued. When Thomas Dyckhoff joined

the Management Board of SinnerSchrader AG in 1999, he acquired 49,950 shares at the share price of the time, which he still holds and which correspond to 0.4 % of all shares issued. By exercising share options in the 2006/2007 and 2007/2008 financial years, he increased his proportion by 12,500 shares each time to 74,950 shares or 0.6 % of all shares issued. The salary package of Mr Schrader therefore comprises only a fixed basic salary and the other benefits, whereas all components are part of Mr Dyckhoff’s salary agreement. As a share-based compensation component, Mr Dyckhoff was, in connection with his reappointment for the period from 1 January 2008 to 31 December 2012, promised 75,000 share options from the 2007 Stock Option Programme, which was decided at the Annual General Meeting on 23 January 2007. The 2007 Stock Option Programme provides for an exercise price in the amount of the average closing price of the SinnerSchrader share on the five trading days before allocation, exercise thresholds of 30 %, 40 %, and 50 % above the exercise price, and waiting periods of three, four, and five years for one-third each of the allocated options. The D&O insurance concluded for the members of the Management Board as part of the other benefits provides for an excess of € 10,000. The members of the Management Board are subject to a post-contractual ban on competition which provides for remuneration for observing this period in the amount of 50 % of the most recent fixed annual compensation payment received. With respect to the compensation payments, it was agreed with the members of the Management Board that they must fulfil the recommendations of the Corporate Governance Code No. 4.2.3. An individualised and itemised overview of the compensation for the members of the Management Board for the 2008/2009 financial year can be found in the Notes to the SinnerSchrader AG Annual Financial Statements.

Joint Status Report of SinnerSchrader AG

6.2 Compensation System for the Supervisory Board The compensation system for the Supervisory Board is also unchanged. The compensation for the regular Supervisory Board members is composed of the following components in accordance with the Annual General Meeting resolution of 28 January 2004: • basic compensation of € 4,000 per year • variable compensation of a further € 4,000 per year maximum which is dependent on the increase in the consolidated income per share in comparison to the previous year, with a variable payment of € 400 being due for every € 0.01 positive change per share • expenses • D&O insurance without excess • reimbursement of the turnover tax to be paid on the Supervisory Board compensation and the expenses The Chairman of the Supervisory Board receives fixed and variable compensation that is double the compensation of the regular members. His deputy receives one and half times the fixed and variable compensation. An individualised and itemised overview of the Supervisory Board compensation for the 2008/2009 financial year can be found in the Notes to the SinnerSchrader AG Annual Financial Statements.

Supplementary Information Required according to Article 289 Para. 4 and Article 315 Para. 4 of the German Commercial Code The subscribed capital of SinnerSchrader AG is divided into 11,542,764 individual no-par value share certificates with a calculated face value of € 1 issued in the name of the owner. Different classes of shares have not been formed. The members of the Management Board are underwriters of a consortium agreement in which the preIPO investors in SinnerSchrader AG are obligated to the pooling of voting rights in the event of exercising rights and to standard pre-purchase and co-sale rights. On 31 August 2009 SinnerSchrader held 270,656 shares of treasury stock, which give it no voting rights or other rights. Several shareholders have notified SinnerSchrader AG pursuant to Article 21 of the Securities Trading Act (“WpHG”) in conjunction with Article 22 WpHG that over 10 % of the votes can be assigned to them. The most recent notification for each individual is listed in the Notes to the SinnerSchrader AG Annual Financial Statements as of 31 August 2009. According to the information there, as well as the presentation of the shares held by the Board members in the Notes to the Annual Financial Statements of the AG, Matthias Schrader, co-founder of SinnerSchrader and Chairman of the Management Board of the AG, directly held 2,455,175 shares as of 31 August 2009, corresponding to 21.27 % of all voting rights. None of the shares issued in SinnerSchrader AG are granted special rights. The AG does not initiate voting controls for employees holding a share of the capital if these employees do not fall under the cited consortium agreement.

Joint Status Report of SinnerSchrader AG

The appointment and dismissal of the members of the Management Board is based on Article 84 of the German Stock Corporation Act (“AktG”). In addition, the Statutes of SinnerSchrader AG make provisions for the Management Board to be made up of at least two people and for the Supervisory Board to be able to appoint deputy members of the Management Board. According to Article 119 para. 1 No. 5 AktG, amendments to the Statutes are subject to the Annual General Meeting. According to the Statutes, the Supervisory Board is furthermore authorised to adopt amendments to the statute that affect only the wording. The Annual General Meeting of 18 December 2008 authorised the Management Board to increase the share capital of the AG once or repeatedly by up to a total of € 5,770,000 until 15 January 2013 with the approval of the Supervisory Board by issuing new nopar-value shares in return for a contribution in cash or a contribution in kind.

Risks and Opportunities of Future Business Development In its business, SinnerSchrader is subject to many risks which could have a negative impact on the Group’s and the AG’s asset, financial, and income situation or could result in SinnerSchrader failing to meet the goals it has set for future business development. It is necessary to take risks when engaged in entrepreneurial activity aimed at earning profits. To ensure that the success is sustainable, it is important to manage these risks. On the one hand, this means evaluating them for probability of occurrence and the possible impact on the asset, financial, and income situation and continuously monitoring them. On the other hand, it means identifying measures with which risks can be limited or avoided and – with regard to the Group’s own core expertise, financial strength, and the costs of the relevant measures – defining which limitation or avoidance measures can be taken and to what extent for which risks.

The Annual General Meeting of 23 January 2007 authorised the Management Board to increase the share capital of the AG with the approval of the Supervisory Board by 31 December 2011 by issuing a total of up to 600,000 option rights to no-par-value share certificates of the AG to employees and members of the management of the AG and affiliated companies conditionally by up to € 600,000.

In managing the Group, it is one of the key tasks of the Management Board to define general conditions and processes for risk management for the SinnerSchrader Group, to monitor compliance with them, and to regularly analyse the development of the risks in each division with the managers of the operating units and administrative divisions.

According to the Annual General Meeting of 18 December 2008, the Management Board is entitled to buy back treasury stock up to a total share in the AG of 10 % of the share capital via the stock exchange or a public purchase offer addressed to all shareholders by 15 June 2010. The Management Board may not take advantage of this authorisation to trade treasury stock.

In principle, SinnerSchrader’s risk management system also aims to secure the shareholders’ equity base for the long term and achieve an appropriate return on invested capital. The Group strives for a high shareholders’ equity rate in order to guarantee the independence and competitiveness of the company and the continued existence of the operative companies and to finance both organic and inorganic growth.

As of 31 August 2009, there were no major agreements of the AG that are subject to the condition of the change of control.

The SinnerSchrader Group’s risk management system and the risk profiles of the individual divisions are documented in a risk manual. An employee from the financial division of the AG has been appointed the Group’s risk commissioner and has been com-

No compensation agreements made by the AG in the event of a takeover offer have been made with members of the Management Board or employees.

Joint Status Report of SinnerSchrader AG

missioned to subject the specified risk management system to regular internal evaluation and to document the results in a risk report to the Management Board at least once a year. Furthermore, it is the task of the risk commissioner to randomly analyse individual divisions on behalf of the Management Board with regard to how far the specified measures to limit or avoid risks are being implemented. It is the responsibility of the managers of the individual divisions to continuously monitor and manage the risks in their own divisions. If there is a significant increase in the degree of individual risks above a specified threshold, they are required to report it immediately to the Management Board. Good risk management depends on quickly and reliably providing information to the management about the course of business. To this end, SinnerSchrader has set up a controlling and reporting system which reports on a monthly basis on the development of key business data in the individual divisions and on the financial results.

The measures for capacity adjustment which are necessary as a reaction to such a development may be effective only with a time lag and would lead to costs for restructuring measures. • Competition Competition in the market for Internet services has increased continuously in recent years. In particular, there are providers active in this market – or who are appearing on this market – who have a broader portfolio of services, more international business, and some longer and better-established customer relationships than SinnerSchrader. The future development of SinnerSchrader largely depends on how well SinnerSchrader succeeds in establishing adequate prices on the market for its services as a specialised service provider without the means of temporary cross-subsidisation. The extent to which the procurement of programming services in emerging nations becomes more important for competitiveness in relation to the individual developments offered by SinnerSchrader is also significant in this context. SinnerSchrader does not currently have sources for such services and, if necessary, could only build them up over time. Bigger competitors with an international market presence already have relevant structures or would be able to establish them more quickly.

As far as the key risk areas are concerned, the risk profile of the SinnerSchrader Group changed in the 2008/2009 financial year in that, as a result of its decision to invest in the new business fields of ad serving and e-commerce outsourcing, SinnerSchrader became involved in areas whose business models differ from the models in the Group’s traditional service areas and in which SinnerSchrader does not have many years of experience. Furthermore, the relevance of the risks from acquisitions continues to rise. In the following, individual risk areas identified as being important will be explained in more detail. This selection of risks does not mean that there can be no significant impact on the asset, financial, and economic situation of SinnerSchrader from other risks that have not been mentioned.

• Operational Risks SinnerSchrader earns 40 % of its gross revenues and 21 % of its net revenues with one customer; the ten biggest customers together account for slightly under 88 % of the gross revenues or a good 84 % of the net revenues. It would only be possible to compensate for the loss of the business of these important customers after a considerable period of time, if at all, during which it would not be possible to reduce costs correspondingly.

• Economic Risks The general economic development influences the volume of investments in IT and Internet services as well as expenditure on online marketing and supporting services. A deterioration in the economic situation could reduce the market volume addressed by SinnerSchrader with regard to quantity and price.

Since the revenues from business in the Interactive Marketing and Interactive Media segments are not usually secured by long-term contracts, but instead largely come about on the basis of individual orders for a limited period, revenue plans are subject to a high degree of uncertainty. Orders on hand do not usually extend beyond one quarter’s revenues.

Joint Status Report of SinnerSchrader AG

SinnerSchrader processes a major part of its revenues within the framework of fixed price agreements. Because of the complexity and the high technical demands, the originally calculated costs may be exceeded, resulting in unplanned losses. Furthermore, SinnerSchrader assumes standard guarantee and liability stipulations within the framework of project contracts which can result in considerable follow-up costs for individual projects.

• Personnel Risks The success of SinnerSchrader is heavily dependent on the qualification and motivation of its staff. Particular importance is attached to some employees in key positions. If SinnerSchrader does not succeed in keeping these employees in the company or in continuously hiring qualified employees, the success of SinnerSchrader could be significantly impaired because of the loss of expertise.

The projects that SinnerSchrader undertakes for renowned customers sometimes have a considerable effect in the public sphere. Quality deficiencies in providing the service can therefore result in negative publicity, which could significantly impair the sale of services and thus future business development.

• Technological Risks The market for IT and Internet services is characterised by a high speed of change in the basic technologies used and by a level of standardisation which remains low. The future market success of SinnerSchrader depends on the extent to which the breadth and depth of the technological expertise can be kept at an adequate level and technological dead-ends can be avoided in view of the high employee orientation costs with limited resources.

Within the context of providing its services, SinnerSchrader sometimes has access to the personal data of its customers’ customers. This data could be abused as a result of deliberate or negligent acts by its employees. In addition to the directly resultant damage, if such an incident were to become known, the associated loss of confidence in SinnerSchrader would make the sale of its services much more difficult. In the new segment of Interactive Commerce, SinnerSchrader offers to develop, maintain, and operate online sales channels for companies in return for a share of the revenues; this service includes fulfilment, payment transactions, customer care, and, where appropriate, online marketing. Since the establishment and start-up costs are completely or largely borne by SinnerSchrader, contracts lasting several years are concluded with customers, in the course of which SinnerSchrader can cover its initial investment and generate a positive overall income from the project. Negative developments on the part of the customer, e.g. a deterioration in the perception of the customer’s brand, a deterioration in the relative competitive position of the customer in its industry or a bankruptcy can mean that SinnerSchrader cannot earn back its initial investment with an adequate return.

In the new business field of ad serving, SinnerSchrader basically develops and markets a software product. Keeping this product competitive in the long term requires annual development expenditure of a considerable level. It is decisive to the success of the product on the market that these further developments satisfy market needs in terms of content and time. If this is not successful, the preliminary development work could no longer be covered by income from marketing. Competitors in this market have bigger development teams, more financial resources, and maybe also the opportunity to position their ad serving product with an attractive price due to cross-subsidies. If SinnerSchrader does not succeed in establishing an adequate cost-benefit ratio by means of differentiation, preliminary development work may not be covered.

Joint Status Report of SinnerSchrader AG

• Risks from Acquisitions SinnerSchrader is also interested in expanding its market position in Germany through targeted acquisitions. The success of acquisitions depends on the extent to which the acquired company can be integrated in the Group structure and the desired synergies are achieved. In this context, acquisitions in the field of professional services entail the particular risk that the expertise, market knowledge, and customer relations which are being acquired are rarely permanently tied to the acquired company. Unsuccessful integration can therefore quickly lead to the need for considerable depreciation or even a total loss of the investment. In spite of the relevance of the risks listed above and on the basis of the available information, no risks are currently apparent that would threaten the future existence of the SinnerSchrader Group or SinnerSchrader AG. Because of the sound business development in the 2008/2009 financial year, the Group’s asset and financial situation is stable. The risks are countered by opportunities, and SinnerSchrader could exceed its goals if they occur. The main opportunities lie with existing customers, the “SinnerSchrader” brand name, the positive signals for the development of the companies taken over, and the performance of some key members of staff, especially those with sales and customer care tasks. Above and beyond what is assumed in the plans, these factors could result in the acquisition of large new highpotential customers or currently unforeseeable individual orders from existing customers. A special opportunity lies in the development of the position of interactive agencies in the market for marketing and advertising services. Because of their growing importance, interactive agencies could take on a leading role among companies with respect to their marketing and advertising services and replace the service providers currently established there in the coming years. As a result, higher order volumes, longer-term customer relationships, and overall higher margins could be possible for SinnerSchrader.

The expansion of the business portfolio in the 2008/2009 financial year resulted in synergies above and beyond the extent currently planned for, and it also helped to extend the customer base. Also, the rising demand for the services offered by SinnerSchrader alone could result in SinnerSchrader being able to achieve higher prices on the market than assumed in the plans. Furthermore, more successful acquisitions could bring about a very positive change in the planned development. The forecasts are based only on the organic development of the companies in the SinnerSchrader Group.

Major Events after the Balance Sheet Date There were no major events after the balance sheet date that should be reported.

Joint Status Report of SinnerSchrader AG

Forecast

In the worldwide financial and economic crisis of the past twelve months, business with interactive services has proved to be pleasingly stable. As assessed by SinnerSchrader, among others, the development of the fundamental factors that further increase the importance of the Internet for all of a company’s marketing and sales activities and the efficiency pressure on companies brought about by the crisis tend to encourage the development of the interactive service provider sector, even though it did not remain completely free of project delays and budget cuts in the first half of 2009. Against the backdrop of the further improvement of overall economic prospects over the last few months and in view of the lack of deterioration in the German employment market, even after the general election, SinnerSchrader sees good general conditions for a positive development of business in the 2009/2010 financial year. Incoming orders in September 2009 are the first indicators of the development in the new financial year and support this expectation with an increase of 10 % over the previous year. However, looking at the months ahead, it is advisable to continue to act with caution because there is still great uncertainty about future economic development among all experts in view of the extent of the crisis. For SinnerSchrader, the 2009/2010 financial year will bring different guiding thoughts for the three segments. In the Interactive Marketing segment, both brands, “SinnerSchrader” and “spot-media”, will have to consolidate their good positions on the German market and work towards the vision of being the “lead agency of the interactive age” while regaining the profitability of the 2007/2008 financial year.

In the Interactive Media segment, SinnerSchrader strengthened its expertise in the current “hot” online media market topics of “targeting” and “profilebased banner advertising” in a targeted fashion by acquiring the newtention group. The aim for the 2009/2010 financial year is to successfully establish these skills in services for advertisers, but also as infrastructure services for other participants on the market in order to quickly increase the segment’s business and profits base. After being launched in the 2008/2009 financial year, the Interactive Commerce segment is still in the early stages of development. The nature of the business, in which every single project entails a long runup/investment phase, does not allow any positive contributions to profit for the 2009/2010 financial year. The aim here is to quickly guide the first customer project to the break-even point and to start new projects at a manageable level. Overall, for the 2009/2010 financial year, SinnerSchrader is expecting growth in net revenues above the 14 % level of the 2008/2009 financial year and a significant improvement in the operating results (EBITA), which nevertheless will still be encumbered by noticeable start-up losses in the Interactive Commerce segment. For the following year, too, SinnerSchrader sees good opportunities to achieve double-digit growth in net revenues and a disproportionately large increase in the EBITA due to a significant improvement in the contribution to earnings from the Interactive Commerce segment. Hamburg, 30 October 2009 The Management Board Matthias Schrader Thomas Dyckhoff

Graphs Joint Status Report 2008 | 2009

Graphs Illustrating the Consolidated Status Report of SinnerSchrader AG Development of E-Commerce Revenues Number of Internet Users and Average Usage Period Development of Net Revenues and Net Revenues Margin Net Revenues by Sector Net Revenues by Segment Development of EBITA Reconciliation of EBITA to Net Income Development of Consolidated Balance Sheet Consolidated Statements of Cash Flows Employee Structure According to Areas

DEVELOPMENT OF E-COMMERCE REVENUES

Number of Internet Users and average usage period

IN € BILLION AND IN % COMPARED TO PREVIOUS YEAR

in millions of adults aged 14 and older and in min./day

7.6

9.0 +18 %

10.2 +13 %

10.9 +12 %

13.6 +19 %

35.7 129

>15.0 +10 – 15 %

38.6 119

37.5 123

40.8 118

42.7 120

43.5 136

Usage period

2004

2005

2006

2007

2008

2009e

2004

2005

2006

2007

20.9 11.6 % 1) 6.9 %

2008

2009

DEVELOPMENT OF NET REVENUES AND NET REVENUE MARGIN in € million and %

12.2 1.5 %

13.2 4.6 %

14.2 7.4 %

18.3 12.6 %

04/05

05/06

06/07

07/08

08/09

Before costs for expansion of service portfolio

NET REVENUES BY SECTOR

NET REVENUES BY SEGMENT

in % for the 2008/2009 financial year

IN € MILLION FOR THE 2008/2009 FINANCIAL YEAR COMPARED TO PREVIOUS YEAR

Telecommunications & Technology 19.4 (previous year: 19.4)

Retail & Consumer Goods

17.5 19.7

0.8

1.4

0.2

Interactive Media

Interactive Commerce

–0.3

31.6 (previous year: 27.9)

Other 3.3 (previous year: 1.3) Media & Entertainment 4.2 (previous year: 3.1) Transport & Tourism 15.0 (previous year: 20.0)

Financial Services 26.5 (previous year: 28.3) Interactive Marketing

Consolidation

DEVELOPMENT OF EBITA

Reconciliation of EBITA to Net Income

iN € MILLION

in € million for the 2008/2009 financial year

EBITA 0.2

0.6

1.0

2.3

2.4 1) 1.4

1.4

Amortisation of intangible assets from acquisitions

–0.5

Debt waiver of a silent partner in newtention technologies GmbH

0.1

Income from investing the liquidity reserve

0.2

Taxes on income

04/05 1)

05/06

06/07

07/08

–0.3

Losses attributable to third parties

0.3

Net income attributable to SinnerSchrader shareholders

1.2

08/09

Before costs for expansion of service portfolio

Development of Consolidated Balance Sheet Assets 19.9

Cash and cash equivalents

Current accounts receivable and assets

Fixed assets

20.3

9.1

20.3

8.0

6.3

19.9

6.5

5.8

Current liabilities and accrued expenses

1.3

1.1

Non-current liabilities and accrued expenses

12.5

13.0

6.2

4.5

31.08.2008

Liabilities

Shareholders’ equity

6.1

31.08.2009

31.08.2008

Consolidated Statements of Cash Flows

Employee Structure According to Areas

in € million for the 2008/2009 financial year

as at 31 August 2009

Cash flows from operating activities

+2.2 Creation 33 (previous year: 35)

Cash flows from investing activities1)

–1.6

Cash flows from financing activities

–1.7 Administration

Net increase/decrease in cash and cash equivalents1)

Without investment of liquid funds in securities

Graphs

in € million

38 (previous year: 34) –1.1

Consultancy 84 (previous year: 61)

Technology 124 (previous year: 111)

Consolidated Financial Statements 2008 | 2009

Consolidated Financial Statements of SinnerSchrader AG

42 Consolidated Balance Sheets

43 Consolidated Statements of Operations

44 Consolidated Statements of Shareholdersâ&#x20AC;&#x2122; Equity

46 Consolidated Statements of Cash Flows

47 Notes

81 Auditorsâ&#x20AC;&#x2122; Opinion

Consolidated Balance Sheets Consolidated Financial Statements of SinnerSchrader AG

Consolidated Balance Sheets as of 31 August 2009 Assets in €

Notes No.

31.08.2009

31.08.2008

2.11

3,214,983

9,075,148

4.6

4,773,391

–

7,988,374

9,075,148

Current assets: Liquid funds Marketable securities Liquid funds and marketable securities

Accounts receivable, net of allowances for doubtful accounts of € 155,924 and € 157,924 at 31.08.2009 and 31.08.2008, respectively

2.9

5,202,256

4,829,850

Unbilled revenues

4.3

888,816

1,245,615

Other current assets and prepaid expenses

4.5

129,694

241,823

14,209,140

15,392,436

2,592,463

Total current assets

Non-current assets: Goodwill

4.1

3,134,986

Other intangible assets

4.1

1,703,583

436,985

Property and equipment

4.1

1,028,480

1,081,485

Tax receivables

4.4

162,047

203,009

Other non-current assets and prepaid expenses

4.5

103,449

227,586

6,132,545

4,541,528

20,341,685

19,933,964

2.13

2,020,562

2,358,219

4.3

421,922

435,290

4.10

1,701,860

1,814,767

4.9

1,256,734

434,643

4.11

1,081,201

809,528

6,482,279

5,852,447

4.12

736,745

738,092

5.5

588,598

372,580

1,325,343

1,110,672

Total non-current assets Total assets

Liabilities and shareholders’ equity in €

Current liabilities: Trade accounts payable Advance payments received Other accrued expenses Tax liabilities Other current liabilities and deferred income Total current liabilities

Non-current liabilities: Other non-current liabilities Deferred tax liabilities Total non-current liabilities

Shareholders’ equity: Common stock, stated value € 1, issued: 11,542,764 and 11,542,764, outstanding: 11,272,108 and 11,497,579 at 31.08.2009 and 31.08.2008, respectively

4.8

11,542,764

Additional paid-in capital

4.8

3,599,444

3,601,770

Reserves for share-based compensation

4.8

102,037

70,778

Treasury stock, 270,656 and 45,185 at 31.08.2009 and 31.08.2008, respectively

4.8

-418,027

-72,192

-2,334,226

-2,197,346

Accumulated deficit Changes in shareholders’ equity not affecting net income

42,071

25,071

Total shareholders’ equity

12,534,063

12,970,845

Total liabilities and shareholders’ equity

20,341,685

19,933,964

The accompanying notes are an integral part of these Consolidated Financial Statements.

4.8

Consolidated Financial Statements of SinnerSchrader AG Consolidated Statements of Operations

Consolidated Statements of Operations for the 2008/2009 and 2007/2008 financial years in €

Gross revenues

Notes No.

2008/2009

2007/2008

2.17

27,664,453

24,169,725

Media costs Total revenues, net Cost of revenues Gross profit Selling and marketing expenses General and administrative expenses Research and development expenses

2.19

Amortisation of intangible assets from first consolidation Operating income Other income/expenses, net

5.3

Proportionate loss from associated companies Financial income, net

5.4

Income before provision for income tax Income tax

5.5

Net income

Net income attributable to external shareholders

-5,822,652

20,935,554

18,347,073

-13,987,876

-12,153,994

6,947,678

6,193,079

-1,890,706

-1,217,461

-3,370,147

-2,672,461

-332,817

-46,826

-486,166

-92,206

867,842

2,164,125

86,529

48,569

–

-250,000

299,084

371,262

1,253,455

2,333,956

-314,364

-725,711

939,091

1,608,245

-291,935

–

1,231,026

–

Net income per share (basic)

0.11

0.14

Net income per share (diluted)

0.11

0.14

Weighted average shares outstanding (basic)

11,356,215

11,471,025

Weighted average shares outstanding (diluted)

11,356,680

11,476,299

Net income attributable to the shareholders of SinnerSchrader AG

The accompanying notes are an integral part of these Consolidated Financial Statements.

2.3

-6,728,899

Consolidated Statements of Shareholders’ Equity Consolidated Financial Statements of SinnerSchrader AG

Consolidated Statements of Shareholders’ Equity for the 2008/2009 and 2007/2008 financial years in €

Notes No.

Number of shares

Common

Additional paid-in

Reserves for share-

outstanding

stock

capital

based compensation

11,401,878

11,542,764

3,612,775

32,536

Balance at 31.08.2007

Unrealised gains and losses on marketable securities

4.6

–

Foreign currency translation adjustment

2.5

–

Changes in shareholders’ equity not affecting net income Net income

–

Allocation

4.8

–

Deferred compensation

4.8

–

38,242

Purchase of treasury stock

4.8

-173,716

–

Re-issuance of treasury stock

4.8

269,417

–

-11,005

–

11,497,579

11,542,764

3,601,770

70,778

Balance at 31.08.2008

Unrealised gains and losses on marketable securities

4.6

–

Foreign currency translation adjustment

2.5

–

2.3

–

– –

Changes in shareholders’ equity not affecting net income Net income attributable to the shareholders of SinnerSchrader AG Net income attributable to external shareholders

–

Disbursed dividend

4.8

–

Deferred compensation

4.8

–

31,259

Purchase of treasury stock

4.8

-245,471

–

Re-issuance of treasury stock

4.8

20,000

–

-2,326

–

Acquisition of external interests

2.3

–

Changes in basis of consolidation

2.3

–

11,272,108

11,542,764

3,599,444

102,037

Balance at 31.08.2009

The accompanying notes are an integral part of these Consolidated Financial Statements.

Consolidated Financial Statements of SinnerSchrader AG Consolidated Statements of Shareholders’ Equity

Treasury stock

Retained earnings/

Changes in shareholders’

Total shareholders’ equity

losses

equity not affecting net

without external interests

External Interests

Total shareholders’ equity

12,548,302

–

12,548,302

income

-217,350

-2,447,384

–

110

–

110

–

110

–

1,608,245

–

1,608,245

–

1,608,245

–

-1,358,207

–

-1,358,207

–

-1,358,207

–

38,242

–

38,242

-280,624

–

-280,624

–

-280,624

425,782

–

414,777

–

414,777

-72,192

-2,197,346

25,071

12,970,845

–

12,970,845

–

16,982

–

16,982

–

17,000

–

17,000

1,231,026

–

1,231,026

–

1,231,026

–

-291,935

–

-1,367,906

–

-1,367,906

–

-1,367,906

–

24,961

–

31,259

–

31,259

-376,761

–

-376,761

–

-376,761

30,926

–

28,600

–

28,600

–

-584,827

-584,837

–

876,762

-418,027

-2,334,226

42,071

12,534,063

–

12,534,063

Consolidated Statements of Cash Flows Consolidated Financial Statements of SinnerSchrader AG

Consolidated Statements of Cash Flows for the 2008/2009 and 2007/2008 financial years in €

Notes No.

2008/2009

2007/2008

939,091

1,608,245

Cash flows from operating activities: Net income

Adjustments to reconcile net income to net cash used in operating activities: Amortisation of intangible assets

4.1

486,166

92,206

Depreciation of property and equipment

4.1

533,332

518,884

Writedowns on financial assets

–

250,000

Share-based compensation

31,259

38,242

Bad debt expenses

-2,000

–

Gains/losses on the disposal of fixed assets

5.3

460

-4,034

Deferred tax provision

5.5

-473,271

220,753

Accounts receivable

2.9

-364,726

-315,548

Unbilled revenues

4.3

356,799

-296,441

Tax receivables

4.4

40,961

139,079

Other current assets and prepaid expenses

4.5

236,267

-319,390

Changes in assets and liabilities:

Accounts payable, deferred revenues and other liabilities Tax liabilities Other accrued expenses

4.11

-526,264

597,496

4.9

1,083,535

411,344

4.10

Net cash provided by (used in) operating activities

-112,907

-196,474

2,228,702

2,744,362

-1,824,925

Cash flows from investing activities: Acquisition of subsidiary companies less acquired liquid funds

2.3

-805,770

Purchase price payments for acquisition of subsidiary companies in previous years

2.3

-270,280

–

-250,000

Acquisition of financial assets Purchase of property and equipment

4.1

-527,175

-467,995

Proceeds from sale of equipment

4.1

7,322

43,578

Additions of marketable securities

4.6

-4,748,315

–

-6,344,218

-2,499,342

Net cash provided by (used in) investing activities Cash flows from financing activities: Payment to shareholders

4.8

-1,367,906

-1,358,207

Payment for treasury stock

4.8

-376,761

-280,624

Incoming payment from treasury stock

4.8

–

19,125

-1,744,667

-1,619,706

Net cash provided by (used in) financing activities Net effect of rate changes on cash and cash equivalents

108

Net increase/decrease in cash and cash equivalents

-5,860,165

-1,374,578

Cash and cash equivalents at beginning of period

2.11

9,075,148

10,449,726

Cash and cash equivalents at end of period

2.11

3,214,983

9,075,148

617,855

867,855

thereof back-up of bank guarantees

For information only, contained in cash flows from operating activities: Interest payment received

5.4

96,095

96,287

Paid interest

5.4

-2,758

-2,511

The accompanying notes are an integral part of these Consolidated Financial Statements.

Consolidated Financial Statements of SinnerSchrader AG Notes

Notes 1

General Foundations and Business Activities of the Company

The Consolidated Financial Statements of SinnerSchrader Aktiengesellschaft (hereinafter referred to as “SinnerSchrader AG” or “AG”) and its subsidiaries (hereinafter referred to as “SinnerSchrader Group”, “SinnerSchrader” or “Group”) for the 2008/2009 financial year were completed according to the International Financial Reporting Standards (“IFRS”) of the International Accounting Standards Board (“IASB”) in force on the report date, 31 August 2009, taking account of the interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”) and correspond to the supplementary requirements of Article 315 a of the German Commercial Code (“HGB”). The Consolidated Financial Statements as of 31 August 2009 were released for submission to the Supervisory Board on 30 October 2009. The Consolidated Financial Statements will probably be approved at the balance sheet meeting of the Supervisory Board on 3 November 2009; until the time of approval it is possible for the Supervisory Board to amend the Consolidated Financial Statements. The SinnerSchrader Group is a service company mainly active in Germany with its headquarters in Hamburg. With its services, SinnerSchrader supports its customers in the use of interactive technologies, especially the Internet. In particular, SinnerSchrader provides the following services: • Conception, implementation, and servicing of custom-made interactive IT systems • Consultancy, conception, design, and technical implementation of interactive advertising and marketing campaigns and online brand management measures • Technical operation and administration of Internet-based IT systems • Structuring, analysis, and preparation of data on the behaviour of users of interactive systems • Planning and management of online marketing campaigns • Provision and performance measurement of online advertising media via a software-as-a-service model • Complete handling of set-up and management of online sales channels The SinnerSchrader Group started its work in 1996. SinnerSchrader AG was founded in 1999 as a new managing parent company. All 11,542,764 shares issued in SinnerSchrader AG have been approved for trade in the regulated market’s Prime Standard segment of the Frankfurt Stock Exchange.

Notes Consolidated Financial Statements of SinnerSchrader AG

Presentation of the Main Evaluation and Balancing Methods

2.1 Financial Year The Consolidated Financial Statements of the SinnerSchrader Group refer to the financial years covering 1 September 2008 to 31 August 2009 (“2008/2009”) and from 1 September 2007 to 31 August 2008 (“2007/2008”) as well as the report dates 31 August 2009 and 31 August 2008, respectively.

2.2

New Accounting Principles

In the reporting period, the IASB issued standards as well as interpretations and amendments to existing standards, the application of which, however, was not mandatory in the Consolidated Financial Statements for this period. Application of these innovations presumes that they have been adopted within the context of the EU’s IFRS endorsement procedure. The following standards are concerned: IAS/IFRS/IFRIC

Content

To be applied for annual periods beginning on or after the following date

IAS 391)/ IFRS 71)

Reclassification of Financial Instruments

1 July 2008

IAS 391)/ IFRS 71)

Reclassification of Financial Instruments - Effective date and transition

1 July 2008

IFRS 11)

Restructuring of the Standard

1 July 2009

IFRS 71)

Financial Instruments: Disclosures

1 January 2009

IFRIC 17

Distributions of Non-Cash Assets to Owners

1 July 2009

IFRIC 18

Transfers of Assets from Customers

1 July 2009

Various

Annual Improvement Project 2007-20092)

30 June 2009

IFRS 21)

Share-based Payment (Vesting Conditions and Cancellation)

1 January 2010

IFRS 11)

Additional exceptions for first-time adoption of IFRS

1 January 2010

IFRS for SMEs

IFRS for small and and medium-sized entities To be applied for annual periods ending on or after the following date

IAS 391)/ IFRIC 91)

Embedded Derivatives

IAS International Accounting Standards IFRS International Financial Reporting Standards IFRIC International Financial Reporting Interpretations Committee 1)

Amendments

Effect on several standards

30 June 2009

Consolidated Financial Statements of SinnerSchrader AG Notes

Furthermore, in the previous year, the IASB issued standards as well as interpretations and amendments to existing standards which have since been adopted in the context of EU endorsement but the application of which was not mandatory for SinnerSchrader as of 31 August 2009. The following standards are concerned:

IAS/IFRS/IFRIC

Content

To be applied for annual periods beginning on or after the following date

IAS 11)

Presentation of Financial Statements

1 January 2009

IFRS 31)

Business Combinations

1 July 2009

IAS 271)

Consolidated and Separate Financial Statements

1 July 2009

IFRS 21)

Share-based Payment (Vesting Conditions and Cancellation)

1 January 2009

IAS 321)

Financial Instruments: Presentation (Puttable Instruments)

1 January 2009

IFRS 11)/IAS 271)

Costs of an investment in a subsidiary,

1 January 2009

an entity under common control or an associate Various

Annual Improvement Project 20082)

1 January 2009

IFRIC 15

Agreements for the Construction of Real Estate

1 January 2009

IFRIC 16

Hedges of a Net Investment in a Foreign Operation

1 October 2008

IAS International Accounting Standards IFRS International Financial Reporting Standards IFRIC International Financial Reporting Interpretations Committee Amendments

Effect on several standards

SinnerSchrader is not expecting any major impact on its consolidated assets, financial, and income situation as a result of applying these regulations for the first time. The application of IFRS 1 will result in changes in the naming and identification of some components of the Consolidated Annual Financial Statements; the first-time application of the changed standards in conjunction with the two Annual Improvement Projects will probably result in additional information in the Notes. In the Annual Financial Statements for the 2008/2009 financial year, SinnerSchrader used IFRS 8 for segment reporting – which is to be used for the first time for financial years starting after 1 January 2009 – ahead of time because the Management felt that segment reporting in accordance with the management approach was useful as information for the recipients of the Annual Financial Statements.

2.3 Consolidation Group The consolidation group as of 31 August 2009 consisted of the AG as well as the following direct or indirect subsidiaries of the AG, each of which was fully consolidated: • SinnerSchrader Deutschland GmbH, Hamburg, Germany • spot-media AG, Hamburg, Germany • spot-media consulting GmbH, Hamburg, Germany • newtention technologies GmbH, Hamburg, Germany • newtention services GmbH, Hamburg, Germany • next commerce GmbH, Hamburg, Germany • SinnerSchrader UK Ltd., London, UK • SinnerSchrader Benelux BV, Rotterdam, the Netherlands

Notes Consolidated Financial Statements of SinnerSchrader AG

Compared to the balance sheet date of the previous year, the consolidation group changed to include the newtention group, which consists of newtention technologies GmbH and its subsidiary newtention services GmbH, formerly adbalance GmbH, as well as next commerce GmbH. • newtention group The newtention group was fully acquired by SinnerSchrader in the course of the financial year. The core business of newtention technologies GmbH is the development and marketing of ad serving software, a special application software used to carry out and control advertising and marketing measures on the Internet. The software runs in a data centre operated by newtention technologies GmbH and is used by advertising companies, media agencies, and advertising platforms following the software-as-as-service model. Using ad serving technology, newtention services GmbH has developed online forms of advertising and planned and controlled online campaigns for customers based on this. The newtention group was acquired in several individual legal steps which are to be viewed as a single financial procedure. In the first step on 1 December 2008, SinnerSchrader purchased the business operations of newtention services GmbH by means of an asset deal and received an option to be exercised at any time for the acquisition of the majority of newtention technologies GmbH. In the second step on 29 May 2009, SinnerSchrader took over all interests in newtention technologies GmbH on the basis of a separate purchase agreement from 19 May 2009, waiving the option. In accordance with the relevant IFRS regulations in IAS 27, control of the newtention group passed to SinnerSchrader when it received the purchase option on 1 December 2008 due to potential voting rights, meaning that the newtention group was to be consolidated in the SinnerSchrader Group for the first time at this point. Since all interests in the newtention group were in the hands of the former partners (“external interests”) until they passed to SinnerSchrader in May 2009, the acquired net assets on 1 December 2008 and the results achieved until the transfer of interests to SinnerSchrader at the end of May were to be attributed entirely to these interests. At the end of May, SinnerSchrader bought out the external interests and completely took over the net assets so that the results of the newtention group were to be attributed entirely to SinnerSchrader’s shareholders as of 1 June 2009. The total procurement costs from the two-stage transaction amounted to € 928,000. Of this, € 660,000 arose in the first step and € 268,000 in the second step. After settling the liabilities from current projects in the amount of € 54,000, € 806,000 of these procurement costs were paid in cash and a countervalue of € 28,000 was fulfilled by the addition of 20,000 SinnerSchrader shares. The remaining € 40,000 represents the valuation of a variable purchase price component which is to be paid in April 2010 on the basis of the development of certain key figures of newtention’s business. A current liability in the amount of this valuation was reported in the balance sheet as of 31 August 2009. No liquid funds were taken over in the transaction, meaning that the net outflow of funds from the transaction amounted to € 806,000. The assets and liabilities of the newtention group acquired at the time of the takeover to be reported in the Consolidated Balance Sheets as of 1 December 2008 in accordance with IFRS 1 are shown in Table 1 together with their book values – if available – and their current values. The software developed by newtention itself was identified as an intangible asset of the newtention group valued at € 1.4 million. The probable usage period of the software was determined to be four years. No contingent liabilities were identified.

Consolidated Financial Statements of SinnerSchrader AG Notes

Table 1 | Purchase price allocation, newtention technologies GmbH in € Book value

Fair value

Assets: Liquid funds Trade accounts receivable Other assets and prepaid expenses Accounted intangible and tangible assets Self-developed software

–

65,081

632,809

41,105

–

1,400,000

-266,060

-82,869

Liabilities and contingent liabilities: Trade accounts payable Accrued expenses Other liabilities Loans/Silent partner's interest Deferred tax liability

Acquired net assets 01.12.2008, attributable to external shareholders

-110,106

-1,492,730

-122,000

–

-681,197

-1,212,770

876,762

Changes to net assets from 01.12.2008 to 31.05.2009, attributable to external shareholders

-291,935

Acquired net assets 31.05.2009

584,827

Purchase price for newtention group

928,300

Goodwill (preliminary residual amount)

343,473

A positive difference (goodwill) from the acquisition in the amount of € 343,000 remains as the difference between the purchase price for the acquisition and the current value to be ascribed to the acquired net assets after deduction of the changes to net assets to be attributed to the external interests. The impairment test as of the balance sheet date of 31 August 2009 confirmed the value of the goodwill to be attributed to the Interactive Media segment. Since the date of the first consolidation, the consolidated revenues, operating result (EBITA), and consolidated income changed through the acquisition of the newtention group by € 173,000, € -522,000, and € -443,000, respectively. Of this, € 112,000, € -393,000, and € 292,000 was to be attributed to the external interests. Had the company merger taken place at the start of the 2008/2009 financial year, the consolidated revenues and income would have amounted to € 27,904 and € 612,000, respectively. • next commerce GmbH next commerce GmbH was founded on 20 May 2009 as a 100 % subsidiary of SinnerSchrader AG with the goal of establishing a new field of business, e-commerce outsourcing, which is reported in the Interactive Commerce segment. • spot-media group spot-media AG and its subsidiary spot-media consulting GmbH have been included in the Consolidated Financial Statements since 1 February 2008. The purchase price for the takeover of spot-media AG includes an earn-out component to be paid in the years 2009 to 2012 on the basis of the operating performance of spot-media AG in the years 2008 to 2011. The first earn-out payment was made in February 2009. As of 31 August 2009, the discounted value of the purchase price liability amounted to € 931,000, of which € 311,000 was reported under current liabilities and € 620,000 under non-current liabilities. In the course of adjusting the purchase price liability in the current financial year, the goodwill arising from the acquisition of spot-media AG increased by € 199,000.

Notes Consolidated Financial Statements of SinnerSchrader AG

2.4 Consolidation Principles All transactions and balances within the group between affiliated companies were eliminated. The Consolidated Financial Statements were prepared on the basis of the individual financial statements of the above-mentioned Group companies, which are compiled according to the relevant local accounting regulations, in particular the regulations of the German Commercial Code, with any necessary adjustments to IFRS being made. For the Consolidated Financial Statements, the same balancing and evaluation principles were used as a basis for the same business incidents and events under similar conditions. For newtention technologies GmbH, newtention services GmbH, next commerce GmbH, and SinnerSchrader Benelux BV, interim reports were drawn up as of the reporting date of the parent company because they have different financial years from their parent company. The financial statements of all other companies included in the consolidation group are prepared according to the reporting date of the parent company. This is the same as the Group reporting date.

2.5

Report Currency and Currency Conversion

The currency of the report is the euro (€). The report is cited in full euro amounts. The functional currency of the foreign subsidiaries outside the euro zone - the group of European countries that have introduced the euro as their currency - is the relevant national currency. The financial statements of these foreign subsidiaries are converted into euros, with the assets and liabilities being converted at the conversion rate of the balance sheet date and the sales revenues, the costs of sales revenues and expenditure being converted at the average rate for the financial year in question. The accumulated currency profits and currency losses from foreign currency conversion for the financial statements are identified in a separate balancing item in shareholders’ equity. Where relevant, currency profits and losses from foreign currency transactions are treated with an effect on profits.

2.6 Estimates and Assumptions Drawing up consolidated financial statements according to IFRS requires the management to make estimates and assumptions that have an influence on the values posted for assets and liabilities and the information on contingent claims and contingent liabilities on the balance sheet date and on the posted revenues and expenses for the period covered by the report. The actual results may deviate from these estimates. Major estimates concern the application of the percentage-of-completion (POC) method, the posting of accrued expenses, and the approach for the purchase price instalments which depend on the future results of spot-media AG, newtention technologies GmbH, and the customer relationship acquired by spot-media AG. Estimates are also made in connection with determining the reduction in the value of fixed assets and intangible assets. Indications of a reduction in value, the estimates of future cash flows, and the determination of the current value to be ascribed to assets (or groups of assets) are associated with major estimates which the management must make regarding the identification and review of signs of a reduction in value, of the expected cash flows, the applicable discount rates, the respective usage periods, and the residual value. To determine the amount achievable by a cash-generating unit, assumptions are also made regarding the development of revenues and markets which have a significant effect on the amount of the current value to be ascribed to goodwill.

Consolidated Financial Statements of SinnerSchrader AG Notes

2.7

Non-current Assets

2.7.1

Intangible Assets

Intangible assets comprise software, customer relationships, and goodwill and are subject to the balancing regulations of IAS 38. Intangible assets are evaluated on receipt at their procurement or manufacturing cost. They are identified if it is probable that the future economic benefit to be assigned to the assets will come to the company and if the procurement or manufacturing costs of the assets can be reliably assessed. Costs for the procurement of software should be activated under intangible assets if they are not to be considered a component of the associated hardware. After initial reporting, intangible assets are evaluated at their procurement or manufacturing costs minus the accumulated regular depreciation and the accumulated costs for impairment of value. The planned depreciation is linear over estimated usage periods. The depreciation period and method are reviewed annually at the end of each financial year. • Software Depreciation for purchased software is linear over an estimated usage period of three years. The costs that are incurred to reinstate or maintain the future economic benefit that a company can expect from the originally assessed performance of existing software should be recorded as an expense. • Intangible assets acquired in the course of a company merger Other intangible assets which are acquired in the course of a company merger are identified and reported separately from goodwill in accordance with IFRS 3 as long as they meet the definition of intangible assets and the current value to be ascribed to them can be determined reliably. The procurements costs correspond to the current value to be ascribed to them at the time of acquisition. The active difference between the procurement costs and the identifiable assets and liabilities valued at the current values and acquired proportionately should be assumed as the goodwill from a company purchase. After being reported for the first time, other intangible assets which were acquired in the context of a company merger are evaluated like directly acquired intangible assets with their procurement costs minus accumulated planned depreciation over the estimated usage period and accumulated unscheduled reductions in value if the estimated usage period is determined to be limited. Goodwill has an unlimited usage period. It is therefore not depreciated according to schedule, but subjected to an annual impairment test in accordance with IAS 36.

2.7.2

Tangible Assets

In accordance with IAS 16, tangible assets are posted as assets if it is probable that the future economic benefit associated with them will come to the company and if the procurement or manufacturing costs of the assets can be reliably assessed. The tangible assets shall be evaluated at the procurement and manufacturing costs minus accumulated regular and non-scheduled depreciation.

Notesâ&#x20AC;&#x192;â&#x20AC;&#x192;Consolidated Financial Statements of SinnerSchrader AG

The procurement and manufacturing costs of the tangible assets contain the purchase price, import duties, and other non-reimbursable taxes as well as all directly assignable costs that are incurred to put the asset in a condition fit for use. Reductions in the purchase price, such as discounts, bonuses, and deductions are subtracted from the purchase price. Subsequently incurred costs, such as maintenance and repair costs, are recorded with an effect on expenses in the year in which they are incurred. If such costs demonstrably lead to an increase in the future economic benefit resulting from the use of the asset and above the original volume of performance, the costs shall be posted as subsequent procurement and manufacturing costs. The property and equipment of SinnerSchrader comprises objects of company and business equipment, computer hardware, and leasehold improvements. Depreciation is linear. A usage period of three years is usually assumed for computer hardware; four to eight years for other electronic and electrical devices and equipment, and eight to thirteen years for office furniture. Improvements to rented premises are depreciated over the estimated usage period of the improvements or the residual term to the end of the tenancy, if this is shorter. The cost of depreciation is included in the costs of sales revenues and operating expenses. The costs of repair and maintenance work are recorded with an effect on expenses. In the event of the sale or decommissioning of tangible asset items, the relevant procurement or manufacturing costs and the accumulated depreciation are debited and any profit or loss posted in the Statements of Operations as other revenues or other expenses.

2.7.3 Reductions in Value of Non-current Assets The posted value of asset items is reviewed if there are signs of non-scheduled reduction of value. If the posted value of an asset exceeds its achievable amount, a non-scheduled depreciation is made according to IAS 36. The achievable amount is the net sale price or commercial value, whichever is higher. The net sale price is the amount that can be achieved from a sale under standard market conditions minus the sales costs; commercial value is the cash value of the expected income from further use of the asset and the sale value at the end of the usage period. The commercial value is determined individually for every asset or for the corresponding cash-generating unit. If the reasons for the non-scheduled depreciation are no longer in place, the original value will be reinstated, except in the case of goodwill. In the 2008/2009 and 2007/2008 financial years, there were no signs of a reduction in value of the other intangible or tangible assets.

Consolidated Financial Statements of SinnerSchrader AG Notes

2.8 Financial Instruments According to IAS 39, a financial instrument is a contract which leads to the creation of a financial asset for one company and the creation of a financial liability or an equity capital instrument for another. In accordance with IAS 39, when they are first reported, financial instruments are to be posted with the current value to be ascribed to them, which usually corresponds to the procurement costs. Transaction costs are included in the first evaluation if no evaluation for fair value with an effect on profits takes place. Purchases and sales of financial instruments should be posted as of the trading day. With respect to the subsequent evaluation, a distinction is made between various categories of financial instruments, including financial instruments held for trading purposes, financial instruments to be held until they are finally due, credits and claims submitted by the company, and financial instruments available for sale. Financial instruments with fixed payments or payments that can be determined and a fixed term that the company intends to hold until they are finally due, excluding credits and claims submitted by the company, are classified as financial instruments to be held until they are finally due. All other financial instruments, excluding credits and claims submitted by the company, are classified as financial assets available for sale. Financial instruments held for trading purposes and financial assets available for sale are evaluated at the current value without deduction of transaction costs in the subsequent evaluation. The current values are usually found from reporting date prices on financial markets. Profits and losses from the evaluation at the current value of financial instruments held for trading purposes shall be reported with an effect on profits. Profits and losses from the evaluation of the current value of financial instruments available for sale shall be recorded directly in the shareholders’ equity with a neutral effect on profits until the financial instrument is sold, withdrawn or otherwise dispatched, or as soon as a permanent value reduction has been identified for it. Where necessary, profits and losses recorded directly in the shareholders’ equity are posted in the item “Other Accrued Expenses”. Financial instruments to be held to maturity shall be assessed at their continued procurement costs using the effective interest method. Financial instruments to be held to maturity with a remaining term of up to twelve months are posted in the current assets. Financial assets available for sale are posted in the current assets if the company is planning to sell them in the next twelve months. A financial asset is debited if the company loses the right to hold the contractual rights of which the financial asset is comprised. A financial liability is debited if the obligation upon which this liability is based is fulfilled, terminated or deleted.

Notes Consolidated Financial Statements of SinnerSchrader AG

2.9 Accounts Receivable and Unbilled Services Accounts receivable are posted at their nominal value minus appropriate value corrections. The value of the claims is regularly checked on an individual basis. Value corrections are formed in the case of identifiable individual risks. Services provided for fixed-price projects which were realised according to the cost-to-cost method in accordance with their degree of completion but had not yet been billed are posted with a proportion of the total payment agreed for the fixed-price project, i.e. including the profit margin, as unbilled services, with any deposits that may have been made for the project being offset as receivables from POC.

2.10 Other Assets The other assets are entered on the balance sheet at the nominal value or the achievable amount, whichever is lower.

2.11 Cash and Cash Equivalents Cash comprises cash flows, bank credits available on a daily basis, and fixed deposits with a remaining period of less than three months. They are posted at their nominal value. Securities with a fixed period of less than three months and with a low risk qualify as cash equivalents. SinnerSchrader held no securities which qualified as cash equivalents as of either 31 August 2009 or 31 August 2008.

2.12 Statements of Cash Flows The Statements of Cash Flows are prepared using the indirect method according to IAS 7. The liquidity funds whose change is formed in the Statements of Cash Flows comprise the liquid funds and the cash equivalents. Value adjustments of the securities in the liquidity funds with a neutral effect on profits are posted in the Statements of Cash Flows together with the exchange-rate-related change in the liquid funds under “Net effect of rate changes on cash and cash equivalents”.

2.13 Trade Accounts Payable and Other Liabilities Trade accounts payable and other liabilities are posted at the nominal value.

2.14 Other Accrued Expenses According to IAS 37, other accrued expenses are formed for legal and actual obligations that were incurred economically by the reporting date if it is probable that fulfilment of the obligation will lead to the Group funds being depleted and a reliable estimate of the level of the obligation can be made. Reserves are reviewed on every balance sheet date and adjusted to the best estimate in each case. The amount of reserves corresponds to the value of the expenses probably needed to fulfil the obligation. The other accrued expenses take account of all recognisable obligations vis-à-vis third parties according to IAS 37.

Consolidated Financial Statements of SinnerSchrader AG Notes

2.15 Treasury Stock Under IAS 32, treasury stock is posted at its procurement costs as a deducted item within the shareholders’ equity.

2.16 Deferred Taxes Under IAS 12, deferred tax claims or liabilities under IFRS are to be posted in the balance sheet if there are differences between the posted values of assets and liabilities in the balance sheet under IFRS and those in the tax balance sheet that reverse in future years (“temporary differences”). Furthermore, deferred tax claims must also be formed for the future use of tax loss carry-forwards. Deferred tax claims and liabilities are to be determined on the basis of the liability method. The deferred tax claims and liabilities from temporary differences must be determined separately for every tax subject. Tax claims should be posted only if or to the extent to which they are countered by tax liabilities or to which their realisation can be classified as probable through future taxable profits. Tax claims and liabilities are posted in balanced form for a tax subject. Balancing between different tax subjects is not permitted. For the evaluation of the temporary differences or loss carry-forwards, the tax rates valid on the balance sheet date or, for a future reversal of temporary differences, the tax rates legally entered into force on the balance sheet date shall be used. Deferred tax expenditures or revenues shall be directly offset in the shareholders’ equity if they refer to differences that do not have an impact on the Statements of Operations, such as evaluation changes to financial assets available for sale.

2.17 Revenue Realisation SinnerSchrader provides services of various kinds that are treated differently with respect to revenue realisation. In principle, SinnerSchrader only realises revenues, once the service has been performed according to the underlying contractual agreements and the risk has been transferred to the recipient of the service or the purchaser, if it is probable that the economic benefit from the business will flow into the company and the level of sales revenues can be reliably determined. The revenues are posted net, without turnover tax, discounts, customer bonuses or deductions. They contain reimbursable expenses, such as travel expenses, if the customer has been invoiced for them and has paid them. • Project and Consultancy Services Project and consultancy services are billed either according to actual expenditure or on the basis of a fixed price. The revenues from projects on a fixed-price basis are entered on the balance sheet according to the progress achieved using the POC method according to IAS 11.22 ff. In this connection, progress is determined as a proportion of the project costs already incurred in relation to the expected total costs for the project as a whole. To cover imminent losses from not-yet-completed projects, accrued expenses are formed on the basis of an individual evaluation of the project at the expense of the period in which such a loss is probable. Revenues within the scope of contracts based on actual expense are generally posted monthly according to the expenditure incurred to provide the service.

Notes Consolidated Financial Statements of SinnerSchrader AG

Revenues realised on the basis of the POC method, but as yet unbilled, are posted as unbilled services in the balance sheet. Amounts billed to customers that exceed the scope of the accrued revenues are posted as advance payments received. • Media Services SinnerSchrader performs services for its customers for planning and implementing advertising campaigns on the Internet (media services). In the context of implementing advertising campaigns, SinnerSchrader buys advertising space at its own expense. In the course of billing for these media services, the costs for buying advertising space (media costs) are passed on to the customers together with a fixed payment or a payment calculated on the basis of the actual media costs. In principle, revenues for media services are realised with or after the appearance of the advertising. In this connection, the entire amount to be charged to the customer is recorded as gross revenues, and the amount reduced by the media costs that have been passed on to customers comprises the net revenues. Realised revenues that have not yet been billed are posted as unbilled services in the balance sheet, reduced by deposits received for the advertising campaigns and including deposits paid for purchasing advertising space as part of advertising campaigns. • Operating Services SinnerSchrader performs operating services for its customers, which in particular also include the 24-hour monitoring and management of Internet applications with an on-call service. Payment for these services usually comprises a fixed monthly service fee plus variable, performance-related components, and the customers are billed for them monthly or quarterly. If the IT system monitored by SinnerSchrader is operated in SinnerSchrader’s own computer centre, fixed usage fees are also charged monthly. • Sale of Hardware and Software In addition to other services, SinnerSchrader supplies its customers with hardware and standard software on request that SinnerSchrader itself buys on the market. The revenues from this are realised after billing or after the transfer of risk. • Software as a Service With the subsidiary newtention technologies GmbH acquired in the current financial year, SinnerSchrader offers the use of self-created software in the context of a software-as-a-service model. Users are generally invoiced monthly for the usage fees depending on the actual usage in accordance with agreed usage parameters. Revenues are realised in the amount of the usage fees invoiced.

2.18 Advertising Costs In principle, SinnerSchrader takes the expenditure for advertising and promotional campaigns into account under the marketing costs in the Statements of Operations at the time the expenditure is incurred. In the 2008/2009 and 2007/2008 financial years, these expenses amounted to € 259,732 and € 141,870, respectively.

Consolidated Financial Statements of SinnerSchrader AG Notes

2.19 Research and Development Expenditure Expenditure for research and development is recorded as an expense in the period in which it is incurred. Development costs that can be activated are an exception if they completely meet the criteria according to IAS 38.57. In 2008/2009, research and development costs in the amount of € 332,817 were recorded as an expense, in comparison to € 46,826 in 2007/2008. In both years, the criteria for the activation of the research and development costs according to IAS 38.57 were not met.

2.20 Leasing Leasing payments should be recorded in a linear fashion as an expense in the Statements of Operations over the term of the leasing contract if they are incurred within an operating leasing relationship where all of the risks remain with the lessor. SinnerSchrader has concluded only operating leasing contracts. They mainly concern automobiles made available as company cars.

2.21 Share-based Compensation IFRS 2 calls for costs resulting from the issue of employee options to be entered in the balance sheet on the basis of their current value with an effect on income. In this connection, the market value of the option on the issue date should be distributed over the waiting period for exercising the option and then proportionately entered in the Statements of Operations as personnel costs for the relevant period. The costs are recorded against the shareholders’ equity in the reserve for share-based compensation. As of 31 August 2009, there were three stock option plans at SinnerSchrader; their structure and effects on the Statements of Operations will be described in more detail in Section 6.1.

2.22 Earnings per Share SinnerSchrader calculates the earnings per share in agreement with IAS 33. The undiluted earnings per share are determined on the basis of the weighted average of the outstanding common stock. According to this, treasury stock is not considered in the calculation of the basis for the earnings per share on the date these shares were bought back. The weighted average of the outstanding shares is increased by the dilution effect from the potential exercise of outstanding options, calculated according to the Treasury Stock Method, in order to determine the diluted earnings per share. As part of its employee option programmes of 1999, 2000, and 2007, SinnerSchrader issued options to employees to buy common stock. The outstanding options in the 2008/2009 and 2007/2008 financial years were considered accordingly in the calculation of the dilution effect.

Notes Consolidated Financial Statements of SinnerSchrader AG

Segment Reporting

In the Annual Financial Statements for the 2008/2009 financial year, SinnerSchrader used IFRS 8 for segment reporting – which is to be used for the first time for financial years starting after 1 January 2009 – ahead of time because the management felt that segment reporting in accordance with the management approach was useful as information for the recipients of the Annual Financial Statements. The changeover from IAS 14 led to the segments Interactive Marketing, Interactive Media, and Interactive Commerce. The segments are controlled on the basis of the EBITA. • The Interactive Marketing segment develops Internet strategies, handles the customised conception, design, and technical development of websites and Internet applications, the maintenance of content and technologies, performance measurements and optimisation as well as technical operations, including the provision of the technical infrastructure for websites and Internet applications. • The Interactive Media segment plans and implements advertising campaigns on the Internet with a focus on performance-driven display advertising (e.g., banner ads) and provides and measures the performance of advertising media (ad serving). • The Interactive Commerce segment accepts overall responsibility for the set-up and management of sales channels on the Internet, including logistics, payment transactions, and shop management (e-commerce outsourcing). For the first time in the 2008/2009 financial year, SinnerSchrader included the media business of SinnerSchrader Deutschland GmbH and the subsidiary newtention technologies GmbH acquired in 2008/2009 in the Interactive Media segment in its internal and external reporting. next commerce GmbH, which was founded in the current financial year, forms the Interactive Commerce segment, and spot-media AG is included in the Interactive Marketing segment along with SinnerSchrader Deutschland GmbH without its media business. All of SinnerSchrader’s revenues were earned by Group companies based in Germany. In the Interactive Marketing segment, net revenues in the amount of € 3,427,000, € 3,863,000, and € 2,623,000 were achieved with companies from three company groups. The Interactive Media segment achieved net revenues in the amount of € 1,017,000 with companies from one company group.

Consolidated Financial Statements of SinnerSchrader AG Notes

Table 2a shows the segment information for the 2008/2009 financial year, while the comparable data from the previous year is shown in Table 2b: Table 2a | Segment information for the 2008/2009 fiscal year in € and number 01.09.2008 – 31.08.2009

External revenues

Interactive

Sum

Holding/

Marketing

Media

Commerce

Segments

consolidation

19,548,926

7,961,681

153,846

27,664,453

–

191,159

121,807

–

312,966

-312,966

–

19,740,085

8,083,488

153,846

27,977,419

-312,966

27,664,453

Internal revenues Gross revenues Media costs Total revenues, net

Group

27,664,453

–

-6,728,899

–

-6,728,899

–

-6,728,889

19,740,085

1,354,589

153,846

21,248,520

-312,966

20,935,554

2,603,190

260,302

-390,225

2,473,267

-639,413

1,833,854

2,603,190

-133,015

-390,225

2,079,950

-639,413

1,440,537

224

251

279

Group

Segment income (EBITA) before external shareholders Segment income (EBITA) Employees, end of period

Table 2b | Segment information for the 2007/2008 fiscal year in € and number 01.09.2007– 31.08.2008

External revenues

Interactive

Sum

Holding/

Marketing

Media

Commerce

Segments

consolidation

17,508,855

6,660,870

–

24,169,725

–

17,508,855

6,660,870

–

24,169,725

–

24,169,725

Internal revenues Gross revenues Media costs Total revenues, net Segment income (EBITA)

24,169,725

–

-5,822,652

–

-5,822,652

–

-5,822,652

17,508,855

838,218

–

18,347,073

–

18,347,073

2,479,031

419,377

–

2,898,408

-593,508

2,304,900

208

–

212

241

Employees, end of period

Accounting for the individual segments follows the accounting principles that are also used in the Group. Administrative costs incurred by SinnerSchrader AG are charged to the operative segments, where they can be assigned. Costs that cannot be assigned – primarily costs for original holding tasks, such as investor relations work – are not distributed to the segments. Table 2c explains the reconciliation of the total of the segment earnings to the earnings before tax in the Group for the period from 1 September 2008 to 31 August 2009 and for the comparable period in the previous year: Table 2c | Reconciliation of segment income to income before taxes of the Group in €

Segment income (EBITA) all reporting segments Central costs not passed on to segments EBITA of the Group Amortisation of intangible assets from first consolidation Financial income of the Group Income before provision for income tax other subsidiaries of the Group

2008/2009

2007/2008

2,079,950

2,898,408

-639,413

-593,508

1,440,537

2,304,900

-486,166

-92,206

299,084

121,262

1,253,455

2,333,956

Notes Consolidated Financial Statements of SinnerSchrader AG

4.1

Information on the Balance Sheet

Goodwill, Other Intangible Assets, Property and Equipment, Participations, and Loans

The development of goodwill, other intangible assets, property and equipment, participations, and loans in the 2008/2009 financial year is shown in Table 3: Table 3 | Fixed assets in the 2008/2009 financial year in € Acquisition costs:

01.09.2008

Additions

Disposals

31.08.2009

from first consolidation

Goodwill

2,592,463

542,523

–

3,134,986

Other intangible assets

1,073,252

1,402,812

453,961

2,930,023

Computer hardware

1,510,013

32,974

288,632

8,669

1,822,950

Furniture and fixtures

1,038,637

5,319

56,351

4,199

1,096,108

Leasehold improvements

424,747

–

824

–

425,571

Investments and loans receivable

250,000

–

250,000

–

6,889,112

1,983,628

799,768

262,870

9,409,638

Additions

Disposals

31.08.2009

Total fixed assets

Accumulated depreciation, amortisation,

01.09.2008

and writedowns: Goodwill Other intangible assets Computer hardware

–

636,267

–

590,173

–

1,226,440

1,109,292

–

255,860

2,650

1,362,502

Furniture and fixtures

574,043

–

101,091

2,439

672,695

Leasehold improvements

208,577

–

72,375

–

280,952

Investments and loans receivable

250,000

–

250,000

–

2,778,179

–

1,019,498

255,089

3,542,589

Total fixed assets

Net book value:

31.08.2008

31.08.2009

2,592,463

3,134,986

Other intangible assets

436,985

1,703,583

Computer hardware

400,721

460,448

Furniture and fixtures

464,594

423,413

Leasehold improvements

261,170

144,619

Goodwill

Investments and loans receivable Total fixed assets

–

4,110,933

5,867,049

Consolidated Financial Statements of SinnerSchrader AG Notes

4.1.1

Goodwill

The goodwill in the amount of € 3,135,000 posted to the balance sheet as of 31 August 2009 arose from the acquisition of the spot-media group in the 2007/2008 financial year and the acquisition of the newtention group in the 2008/2009 financial year. In accordance with IFRS 3.74, the book values developed as follows: In the 2008/2009 financial year, the goodwill increased by a total of € 542,000. Goodwill in the amount of € 343,000 was identified in the context of the purchase price allocation for the acquisition of the newtention group and included in the Consolidated Balance Sheets in the course of the first consolidation. The goodwill from the acquisition of the spot-media group was raised in the amount of the remaining € 199,000. In the course of determining the amount of the first of four earn-out payments in January 2009, the expected amount of the entire earn-out payments to be made in the years 2009 to 2012 was adjusted upwards due to the development of the spot-media group, which was better than planned. The goodwill was assigned to the respective cash-generating units in accordance with the field of activity of the acquired companies. The goodwill from the acquisition of the spot-media group is to be assigned to the Interactive Marketing segment, while the goodwill from the acquisition of the newtention group is to be assigned to the Interactive Media segment. The value of the goodwill as of 31 August 2009 was confirmed in impairment tests. These were carried out on the level of the cash-generating units, which corresponded to the respective sub-groups below the segment level, following the Discounted Cash Flow (DCF) method on the basis of three-year business plans approved by the management for the respective units. The key parameters in the use of the DCF method are the discount rate and the long-term growth rate for the calculation of the perpetual annuity. The weighted average cost of capital (WACC) of the respective unit after taxes was used as the discount rate. For both evaluation units, a risk-free basic interest rate of 4.25 %, a market risk premium of 5 %, and a beta factor of 1.27 were used, which results in a weighted average cost of capital after taxes of 10.6 %. A long-term growth rate of 0.5 % was assumed. In the 2008/2009 financial year, assumptions relating to macroeconomic developments, e.g. discount interest rates, were in part very volatile. Based on what was known of and expected from the market and competitive environment as of the report date, values arose for the cash-generating units which showed absolutely no indication of a need for impairment.

4.1.2 Other Intangible Assets As of 31 August 2009, the balance sheet of the SinnerSchrader Group showed intangible assets with a book value of € 1,704,000 compared to a book value of € 437,000 at the end of the previous financial year. In the course of the financial year, intangible assets with procurement costs of a total of € 1,857,000 were acquired. € 1,402,000 arose in the course of the first consolidation of the newtention group as of 1 December 2008, with € 1,400,000 of this arising for the n7 software developed and marketed by newtention technologies GmbH. The usage period for the n7 software was set at four years, so that depreciation of the software amounting to € 263,000 arose in the 2008/2009 financial year.

Notes Consolidated Financial Statements of SinnerSchrader AG

An addition to the other intangible assets in the amount of € 394,000 was made on account of the acquisition of a customer relationship. With effect from 1 January 2009, spot-media AG acquired one customer relationship and the employees working exclusively on this relationship from another company. The acquisition qualified as the acquisition of intangible assets under IFRS and was balanced in accordance with IAS 38. A variable purchase price to be paid in three annual instalments based on the volume of business realised with the customer was agreed for the acquisition. At the time of purchase, a total of € 394,000 was estimated for the three purchase price instalments. The first instalment in the amount of € 120,000 was paid in March 2009. The discounted value of the purchase price liability still outstanding as of 31 August 2009 amounted to € 276,000, of which € 159,000 was to be reported as a current liability and the remaining € 117,000 as a non-current liability. The usage period was set at four years, over the course of which the value will depreciate in a linear fashion. Depreciation of € 66,000 arose for the 2008/2009 financial year.

4.2

Deferred Taxes

Both in the 2008/2009 and the 2007/2008 financial years, deferred taxes had to be posted in the Group because of differences in the postings for assets and liabilities according to IFRS and according to the relevant tax regulations. Section 5.5 contains more details on this.

4.3 Unbilled Services from POC As of 31 August 2009 and 31 August 2008, receivables from POC for ongoing fixed-price projects in the amount of € 448,315 and € 1,245,615, respectively, were posted as unbilled services. In connection with this, deposits received for the projects in the amount of € 212,714 and € 928,714, respectively, were deducted from the total amounts of € 661,029 and € 2,174,329, respectively, for the POC evaluation of the projects.

4.4

Tax Receivables

As of 31 August 2009 and 31 August 2008, tax receivables reached a value of € 211,129 and € 352,091, respectively. This is paid tax collected at source on capital and interest earnings in the amounts of € 49,082 and € 149,082, respectively, upon which SinnerSchrader has a claim for offsetting vis-à-vis the Tax Office within the context of tax assessment. As of 31 August 2009 and 31 August 2008, the claim from paid capital earnings tax was balanced against the tax reserves to be formed. In the 2008/2009 financial year, € 123,328 was refunded in capital earnings tax and creditable corporation tax and € 29,962 was paid. In the previous financial year, € 20,121 was paid in capital earnings tax and creditable corporation tax. As of 31 August 2009 there was a tax reimbursement claim in the amount of € 162,047 comprising payment claims from corporation tax credits identified which were to be activated in full by virtue of the introduction of the Act on Accompanying Tax Measures on the Introduction of the European Company and Amending Other Tax Regulations (“SEStEG”). Upon introduction of the SEStEG, payment in instalments starts - beginning in

Consolidated Financial Statements of SinnerSchrader AG Notes

September 2008 – with a term of 10 years separate from any dividends. The cash value was used because the claims for reimbursement cannot bear interest. Discounting was effected at a risk-free interest rate. As of 31 August 2008, the discounted reimbursement claim was € 203,009.

4.5 Other Assets and Prepaid Expenses As of 31 August 2009 and 31 August 2008, other current assets and prepaid expenses were valued at the amount listed in Table 4: Table 4 | Other current assets and prepaid expenses in € 31.08.2009

Remaining other current assets Prepaid expenses Current assets and prepaid expenses Remaining other non-current assets Total assets and prepaid expenses

4.6

31.08.2008

25,549

30,115

104,145

211,708

129,694

241,823

103,449

227,586

233,143

469,409

Securities

The securities as of 31 August 2009 consisted of corporate bonds and bonds payable to the bearer from solvent companies with remaining terms at the time of purchase of 7 to 21 months. The securities can be sold at any time and serve to cover short-term financing needs. In accordance with IAS 39, SinnerSchrader qualified these securities as “available for sale” and accordingly evaluated them with their fair value. As long as they are not to be qualified as permanent, the unrealised profits or losses apportionable to these securities as of the report date are reported directly in the shareholders’ equity as “Changes to shareholders’ equity not affecting income”, taking into account the taxes apportionable to them. As of 31 August 2008, SinnerSchrader did not hold any securities. The securities held and the unrealised profits and losses apportionable to them as of 31 August 2009 due to the market evaluation as well as the distribution of maturity are shown in Table 5: Table 5 | Marketable securities in € Term

Acquisition

Amortisation

Unrealised

Book

costs

of acquisition

gains

value as of

31.08.2009

31.08.2008

costs

Marketable securities

less than 1 year

2,500,000

35,878

8,632

2,544,510

–

Marketable securities

1 to 5 years

2,200,000

12,438

16,443

2,228,881

–

4,700,000

48,316

25,075

4,773,391

–

Marketable securities, total

Notes Consolidated Financial Statements of SinnerSchrader AG

4.7 Liquid Funds Cash flows and bank balances resulted in liquid funds of € 3.2 million as of 31 August 2009. As of 31 August of the previous year, the liquid funds also included fixed-term deposit investments with a term of less than one month and amounted to € 9.1 million. As of 31 August 2009, liquid funds in the amount of € 0.6 million were used as cash deposits for bank guarantees (see Section 4.13).

4.8

Shareholders’ Equity

• Share Capital As of 31 August 2009 and 31 August 2008, the share capital of SinnerSchrader AG was € 11,542,764 and was divided into 11,542,764 no-par-value share certificates in the names of the bearers, each with a calculated value of € 1 per share. On 31 August 2009 and 31 August 2008, 11,272,108 and 11,497,579 shares, respectively, of all issued outstanding shares were in circulation. The remaining 270,656 and 45,185 shares, respectively, were held as SinnerSchrader AG treasury stock. • Authorised Capital The Annual General Meeting of 18 December 2008 authorised the Management Board to increase the share capital once or repeatedly by up to a total of € 5,770,000 until 15 January 2013 with the approval of the Supervisory Board by issuing no-par-value share certificates issued in the name of the owner in return for a contribution in cash or a contribution in kind, excluding the shareholders’ subscription right (“Authorised Capital 2008”). This became legally effective upon entry of the decision in the Commercial Register on 16 February 2009. In the 2008/2009 and 2007/2008 financial years, no capital increases were carried out using the authorised capital. • Conditional Capital As of 31 August 2009, SinnerSchrader AG had conditional capital in the amount of € 896,538, which was created in 1999 (“Conditional Capital I”), 2000 (“Conditional Capital II”), and 2007 (“Conditional Capital III”) for the issue of share options to employees. With the Annual General Meeting resolution of 23 January 2007, Conditional Capital I and Conditional Capital II were cancelled to the extent that they were no longer needed to service subscription rights and were correspondingly reduced by € 375,000 to € 127,909 and € 168,629, respectively. Until 31 December 2011, options can be issued to employees from Conditional Capital III in the amount of € 600,000, newly created by the Annual General Meeting resolution of 23 January 2007. In the 2008/2009 financial year, no options were allocated. Details on the option programmes and outstanding options are in section 6. • Capital Reserve, Accumulated Deficit As of 31 August 2009 and 31 August 2008, the capital reserve reached a value of € 3,599,444 and € 3,601,770, respectively. As of 31 August 2007, the capital reserve was offset against the accumulated deficit in such a way that the capital reserve of the parent company in the amount of € 3,612,775 is reflected in the Consolidated Balance Sheet pursuant to IFRS. The changes to the capital reserve which have since come into effect arose in connection with the use of treasury stock for the acquisition of subsidiaries. • Reserve for Stock-based Compensation The reserve comprises the accumulated costs from issuing stock-based compensation. As of 31 August 2009 and 31 August 2008, they reached a value of € 102,037 and € 70,778, respectively.

Consolidated Financial Statements of SinnerSchrader AG Notes

• Treasury Stock As of 31 August 2009, the Company held 270,656 shares of treasury stock. The average price of all shares of treasury stock held was € 1.54 as of 31 August 2009. As of 31 August 2008, the Company held 45,185 shares of treasury stock which had been purchased at an average acquisition cost of € 1.60 per share. In the 2008/2009 financial year, 245,471 shares of treasury stock were purchased on the stock market at an average price of € 1.53. In May 2009, 20,000 shares of treasury stock were issued to the vendors as part of the purchase price for the takeover of newtention GmbH. 270,656 shares of treasury stock represent 2.34 % of the share capital. Under IFRS, a deducted item in shareholders’ equity representing procurement costs has been set up for treasury stock. • Changes to Shareholders’ Equity with a Neutral Effect on Income The changes to shareholders’ equity with a neutral effect on income as of 31 August 2009 and 31 August 2008 amounted to € 42,071 and € 25,071, respectively, and originated in the amount of € 25,089 and € 25,071, respectively, from currency conversion within the context of the consolidation of the companies in the consolidation group reporting in foreign currency. The remaining amount arose from the evaluation on the report date with a neutral effect on income for the sale of available securities.

4.9

Tax Reserves

As of 31 August 2009, the reserves for corporation tax and commercial tax were € 1,256,734 (previous year: € 434,643). They were reported in the amount of € 49,081 from paid tax collected at source on capital and interest earnings, upon which SinnerSchrader has a claim for offsetting vis-à-vis the Tax Office within the context of tax assessment.

4.10 Other Accrued Expenses The other accrued expenses are made up as shown in Table 6: Table 6 | Accrued expenses in € 31.08.2008

Utilised

Allocated

Dissolved

31.08.2009

1,081,492

-1,075,176

1,028,856

-6,316

1,028,856

for warranties and allowances

325,354

-153,145

125,417

–

297,626

Accrued rent and related expenses

240,354

-31,685

33,936

-82,596

160,009

Accrued compensation Accrued project-oriented expenses

Reporting and auditing expenses Other accruals Total

62,580

-56,580

86,300

–

92,300

104,987

-75,955

94,741

-704

123,069

1,814,767

-1,392,541

1,369,250

-89,616

1,701,860

Notes Consolidated Financial Statements of SinnerSchrader AG

4.11 Other Current Liabilities and Deferred Revenues As of 31 August 2009, the other current liabilities and deferred revenues had a remaining term of less than one year and were broken down into the main components listed in Table 7: Table 7 | Other liabilities and deferred revenues in € 31.08.2009

31.08.2008

Liabilities from income tax

195,705

197,563

Liabilities from value-added tax

305,972

322,965

Other liabilities

551,368

251,196

Deferred revenues and deferred income Total

28,156

37,804

1,081,201

809,528

The other current liabilities include liabilities for future purchase price instalments from company mergers and the purchase of a customer relationship in the amount of € 509,698 and € 239,281, respectively.

4.12 Other Non-current Liabilities The other non-current liabilities consist exclusively of liabilities for future purchase price instalments from company mergers which will be due for payment in the years 2011 to 2012.

4.13 Financial Liabilities and Contingent Liabilities SinnerSchrader rents its office premises at the Hamburg and Frankfurt am Main locations as well as company vehicles as part of rental and operating leasing contracts. The minimum remaining term of the rental contracts for the offices in Hamburg and Frankfurt am Main was between 20 and 40 months as of 31 August 2009. The leasing contracts for the company vehicles had a remaining term of between 4 and 24 months on the balance sheet date. In the years ahead, the rental and leasing contracts will result in financial liabilities in the amount shown in Table 8: Table 8 | Financial liabilities in € 31.08.2009

31.08.2008

01.09.2008 – 31.08.2009

–

1,019,819

01.09.2009 – 31.08.2010

1,038,955

1,010,454

01.09.2010 – 31.08.2011

1,271,093

1,267,208

01.09.2011 – 31.08.2012

234,000

01.09.2012 – 31.08.2013

87,165

87,750

After 31.08.2013 Total

–

2,631,213

3,619,231

Consolidated Financial Statements of SinnerSchrader AG Notes

In the 2008/2009 and 2007/2008 financial years, the total expenditure for rental and leasing contracts was € 1,169,592 and € 936,259, respectively. In the current financial year, rental expenses of € 43,902 are to be attributed to the newly added Group subsidiary newtention technologies GmbH. In addition, SinnerSchrader has certain regular contingent liabilities that arise in the ordinary course of business activities. The Company will form accrued expenses for these if there is an over-50 % chance that future expenditures will be have to be made in this regard and that such expenditures can be estimated with sufficient reliability. As of the balance sheet date, the consolidated companies that are part of the SinnerSchrader Group were open to one legal claim, which is based on the conversion of the former company building. As of 31 August 2009 and 31 August 2008, the reserve with respect to this legal claim amounted to € 100,000. It is part of the other accrued expenses shown in 4.10. In the course of renting office space at the Hamburg and Frankfurt am Main locations, the landlords each demanded securities, which were provided in the form of bank guarantees. Further securities in the form of bank guarantees were provided to the vendors of spot-media AG in the 2007/2008 financial year to secure future purchase price instalments. As of 31 August 2009, the volume of this guarantee was € 617,855 (previous year: € 867,855). With a guarantee of this scope, SinnerSchrader can dispose of its liquid funds only with the explicit approval of the guaranteeing bank.

4.14 Financial Instruments, Information according to IFRS 7 Cash and cash equivalents, accounts receivable and unbilled services as well as other liabilities are mainly short-term (remaining terms less than three months or less than one year). Due to the slight failure risk of the accounts receivable, reserves for bad debts have been necessary only to a minor extent in recent financial years. In the current financial year, SinnerSchrader had no notable bad debt losses to report, and no additions had to be made to the reserves for bad debts. The book value of the financial assets as of 31 August 2009 almost corresponds to the current value to be ascribed. Trade accounts payable and other current liabilities are also due within one year. The book values correspond to the current values to be ascribed. The long-term liability in the amount of € 620,000 for the fifth and sixth purchase price instalment from the acquisition of spot-media AG as well as the last purchase price instalment from the acquisition of a customer base in the amount of € 117,000, which are linked to an earn-out clause with respect to future EBIT expectations, were reported with their cash value. This corresponds to the current value to be ascribed to them.

Notes Consolidated Financial Statements of SinnerSchrader AG

Summarised according to categories pursuant to IAS 39, the picture presented in Table 9a results for the financial instruments reported in the SinnerSchrader AG Consolidated Financial Statements as of 31 August 2009: Table 9a | Financial instruments acc. to IFRS 7 in € 000s 31.08.2009 Category of

31.08.2008

Book value

Fair value

Book value

Fair value

9,075

measurement acc. to IAS 39

Cash and cash equivalents

LaR

3,215

9,075

Maketable securities

AfS

4,773

–

Accounts receivable, net

LaR

4,754

4,830

Receivables from production orders (POC)

LaR

448

1,246

Other current assets and prepaid expenses

LaR

242

13,205

15,393

15,393 1,923

Cash, cash equivalents and receivables Trade accounts payable

FLaC

2,021

1,923

Accrued expenses for reporting and auditing

FLaC

Liabilities

LaR

775

810

Non-current liabilities

LaR

Financial liabilities

AfS

available-for-sale financial assets

LaR

loans and receivables

737

738

3,625

3,534

FLaC financial liabilities at amortised cost

The net profits and losses from financial instruments arising in the financial year are shown in Table 9b: Table 9b | Net income from financial instruments acc. to IFRS 7 in € From subsequent measurement

Loans and receivables

From From amortisa-

From

Net gains/

disposals

losses

fair-value

tion of acquisi-

componding/

measurement

tion costs

discounting

LaR

–

- 28,006

–

- 28,006

AfS

25,075

48,316

–

59,004

132,395

25,075

48,316

- 28,006

59,004

104,389

Available-for-sale financial assets

AfS

available-for-sale financial assets

LaR

loans and receivables

Consolidated Financial Statements of SinnerSchrader AG Notes

Table 9c shows the age structure of the trade accounts receivable after value adjustments: Table 9c | Maturity of accounts receivable after adjustments in € 000s Accounts receivable

Not due

Days overdue more than 1-90 days

91-180 days

181-360 days

360 days

as of 31 August 2009

2,852

2,275

–

as of 31 August 2008

3,516

1,258

–

See Section 7 of in these Notes for the market risks associated with financial instruments.

Elements of the Statements of Operations

5.1

Revenues

The revenues of € 27,664,453 (previous year: € 24,169,725) include order income of € 661,029 (previous year: € 2,174,329) from incomplete projects as of 31 August 2009 identified with the POC method. The accumulated costs of the revenues for these orders were € 425,270 (previous year: € 1,495,585).

5.2

Breakdown of Expenses According to the Total Cost Method

The total revenues, marketing, administrative, and research and development costs of the 2008/2009 and 2007/2008 financial years was broken down according to cost types, as shown in Table 10: Table 10 | Operating costs by cost type in €

Personnel expense Costs of materials Costs of services

2008/2009

2007/2008

13,425,043

10,289,200

382,240

584,428

1,977,620

2,117,520

Depreciation of property and equipment, as far as not from first consolidation Other operating expenses Total

533,332

518,884

3,263,311

2,580,710

19,581,546

16,090,742

The personnel expenditure refers to an average personnel capacity of 244 full-time employees in the 2008/2009 financial year and 179 full-time employees in the 2007/2008 financial year.

Notes Consolidated Financial Statements of SinnerSchrader AG

The expenditure for purchased materials was largely incurred for hardware and software, which SinnerSchrader acquired to sell on to its customers. The expenditure for purchased services mainly comprises costs resulting from using freelancers and sub-contractors. Within the other operating expenses, € 1,080,745 and € 1,031,908 were incurred for renting and operating the office space in the 2008/2009 and 2007/2008 financial years, respectively. Additionally, within the other operating expenses, € 43,944 was apportionable to bad debt losses in the 2008/2009 financial year. No bad debt losses arose in the comparable period of the previous year.

5.3 Other Income/Expenses Table 11 shows the composition of the other income/expenses: Table 11 | Other income and expenses in €

Income from dissolving of accrued expenses Compensation for damages Income/expenses from disposal of fixed assets Losses of accounts receivable

2008/2009

2007/2008

100,829

35,647

5,690

4,486

-460

4,034

-11,930

–

Other

-7,600

4,402

Total

86,529

48,569

2008/2009

2007/2008

156,427

103,408

59,004

289,343

Interest expenses

-38,347

-21,489

Income from waiver of receivables

122,000

–

299,084

371,262

5.4 Financial Result The financial result is made up as shown in Table 12: Table 12 | Financial income in €

Interest income Realised gains/losses, net on the sale of marketable securities

Total

Interest income and realised profits from the sale of marketable securities were earned from the investment of free liquid funds on the capital market. Interest expenditure and similar expenditure was largely incurred for the guarantees provided by banks and for the compounding of interest of the purchase price liability set at the cash value at the moment of purchase associated with the takeover of spot-media AG. The income from the debt waiver arose in newtention technologies GmbH as a result of the takeover by SinnerSchrader.

Consolidated Financial Statements of SinnerSchrader AG Notes

5.5

Taxes from Income and from Earnings

The taxes from income and earnings posted in the 2008/2009 and 2007/2008 financial years are made up of current and deferred components, as shown in Table 13a: Table 13a | Income tax in € 2008/2009

2007/2008

Current

787,635

504,958

Deferred

-473,271

220,753

314,364

725,711

Total

In the 2008/2009 financial year, neither corporation tax loss carry-forwards nor trade tax loss carry-forwards could be used. In the 2007/2008 financial year, tax loss carry-forwards for corporation tax according to Article 10 d of the Income Tax Act (“EStG”) in the amount of € 499,020 and loss carry-forwards for trade tax in the amount of € 1,046,215 could be used in the AG. The usable loss carry-forwards were fully used up as of 31 August 2008. Deferred taxes had to be formed because of the evaluation differences between the balance sheet items according to IFRS and the postings in the relevant tax balances as well as on the basis of the remaining loss carry-forwards that can be used for tax purposes. Table 13b shows the composition of the deferred tax items as of 31 August 2009 and 31 August 2008, broken down according to the items where there was an evaluation difference: Table 13b | Deferred tax items in € 31.08.2009

31.08.2008

Loss carry-forwards

540,122

527,232

Valuation of accrued expenses

-13,225

12,662

-540,122

-527,232

-13,225

12,662

168,589

283,023

Deferred tax assets:

Valuation allowance Total deferred tax assets

Deferred tax liabilities: Valuation of unfinished/unbilled services Valuation of unrealised gains on marketable securities available for sale Valuation of intangible assets Valuation of fixed assets Valuation of current assets Total deferred tax liabilities

Total deferred tax assets/liabilities, net

8,093

–

384,622

93,531

2,966

-2,705

11,103

11,393

575,373

385,242

-588,598

-372,580

In accordance with IAS 12, deferred taxes were to be balanced with temporary differences in connection with interests in Group companies (outside basis differences). For outside basis differences in the amount of € 0.7 million (previous year: € 0), no deferred tax liabilities were formed since it is not possible to reverse the temporary differences in the foreseeable future.

Notes Consolidated Financial Statements of SinnerSchrader AG

As of 31 August 2009 and 31 August 2008, the calculation of deferrals was based on tax loss carry-forwards in Germany, the UK, and the Netherlands. In the three countries, the relevant loss carry-forwards could be brought forward without limitation. The extents of the loss carry-forwards and the tax rates used to calculate them are listed in Table 13c. Table 13c | Loss carry-forwards and statutory income tax rates in € and % 31.08.2009 For corporate tax

Loss carry-forwards

Tax rate

31.08.2008 Loss carry-forwards

Tax rate

-129,898

15.8%1))

-129,898

15.8%1)

Great Britain

-1,138,293

30.0%

-1,106,276

30.0%

Netherlands

-210,342

34.5%

-200,820

34.5%

Germany

31.08.2009 For municipal trade tax

Germany

31.08.2008

Loss carry-forwards

Tax rate

Loss carry-forwards

Tax rate

16.5%

-641,398

16.5%

-641,398

Great Britain

–

Netherlands

–

15 % corporate tax plus 5.5 % solidarity surcharge

Deferred tax assets may be posted only to the extent that the future realisation of the relevant advantage is sufficiently probable or if they are countered by deferred tax liabilities. Correspondingly, as of 31 August 2009 and 31 August 2008, the values of the tax claims from loss carry-forwards in the UK and the Netherlands were adjusted because the operating business in these countries continues to be inactive. The same applies to tax claims from loss carry-forwards prior to tax consolidation of a domestic subsidiary because here, too, realisation cannot yet be forecast with sufficient probability. Tax claims from the other loss carry-forwards within the context of the German group of companies had been fully realised as of 31 August 2008. The deferred tax claims are to be calculated according to IAS 12.48 on the basis of the currently valid tax rates. In this connection, the statutory tax rate of 32.3 % applied to the calculation of active and passive deferred taxes as of 31 August 2009 and 31 August 2008. It was made up of the trade tax rate of 16.5 %, the corporation tax rate of 15 %, and the solidarity surcharge of 5.5 % on the corporation tax. The deferred tax assets and liabilities were posted separately for every tax subject for identification on the balance sheet.

Consolidated Financial Statements of SinnerSchrader AG Notes

The tax expenditure or income identified in the Statements of Operations deviates from the value that would result from the use of the statutory tax rates on the pre-tax profits. Table 13d explains the difference between the calculated tax expenditure or income on the basis of the statutory tax rate and the tax expenditure or income recorded in the Statements of Operations for the 2008/2009 and 2007/2008 financial years: Table 13d | Tax reconciliation in €

Tax provision (+), tax credit (-) at statutory rate

2008/2009

2007/2008

404,553

753,284

Permanent difference for share-based compensation

10,089

12,343

Other non-deductible expenses/non-taxable income

29,447

8,049

-213,015

–

80,901

–

Depreciation of goodwill, effecting tax Deferred tax assets, not recognised Changes in valuation allowances for deferred tax assets and differences in tax rates concerning losses in foreign group companies, net of tax effects on consolidation Taxes for previous years Other Income tax corresponding to income statement

294

2,373

-43,935

–

-4,324

314,364

725,711

5.6 Earnings per Share The derivation of the undiluted and diluted earnings per share for the 2008/2009 and 2007/2008 financial years is shown in Table 14: Table 14 | Earnings per share in € and number

Net income Net income attributable to external shareholders Net income attributable to the shareholders of SinnerSchrader AG Basis weighted average shares of common stock outstanding Basic earnings per share Weighted average shares of common stock outstanding add: stock option grant Diluted average share of common stock outstanding Diluted earnings per share

2008/2009

2007/2008

939,091

1,608,245

-291,935

–

1,231,026

1,608,245

11,356,215

11,471,025

0.11

0.14

11,356,215

11,471,025

465

5,274

11,356,680

11,476,299

0.11

0.14

Notes Consolidated Financial Statements of SinnerSchrader AG

6.1

Share-based Compensation

Stock Option Plans

• SinnerSchrader Stock Option Plan 2000 In December 2000, the Annual General Meeting of SinnerSchrader AG approved the SinnerSchrader Stock Option Plan 2000 (“2000 Plan”), which provides for the granting of stock options to allocate a total of 375,000 shares to the members of the Management Board of SinnerSchrader AG (40,000 options), to the management of the affiliated companies (40,000 options), to all employees of SinnerSchrader AG (55,000 options) as well as to all employees of the affiliated companies (240,000 options) by 10 January 2006. Options granted under the 2000 Plan have an exercise price of 120 % of the average closing price of the SinnerSchrader share on the Frankfurt Stock Exchange during the ten trading days prior to the allocation date. The options of the 2000 Plan can be exercised in equal instalments of one-third each two, three, and four years after allocation at the earliest. They have to be exercised within six years after the allocation date. In the 2008/2009 financial year, no options were allocated. In the 2007/2008 financial year, 12,500 options were exercised at an exercise price of € 1.53 per share. As of 31 August 2009, a total of 38,367 options from the 2000 Plan were still outstanding with an average exercise price of € 2.08. • SinnerSchrader Stock Option Plan 2007 In January 2007, the Annual General Meeting of SinnerSchrader AG approved the SinnerSchrader Stock Option Plan 2007 (“2007 Plan”), which provides for the granting of stock options to allocate a total of 600,000 shares to the members of the Management Board of SinnerSchrader AG (200,000 options) and to the members of the management of the affiliated companies (200,000 options) as well as to selected employees performing managerial tasks within SinnerSchrader AG and affiliated companies (200,000 options). Options granted under the 2007 Plan have an exercise price of at least the mean value of the closing price of SinnerSchrader AG shares in the Xetra trading system of Deutsche Börse AG (or an equivalent successor system) during the five trading days prior to the allocation date. The options can be exercised in equal instalments of one-third each three, four, and five years after allocation at the earliest. The options of the first third may be exercised only if the mean value of the closing price of SinnerSchrader AG shares in the Xetra trading system of Deutsche Börse AG (or an equivalent successor system) during the five trading days before the day of exercise (reference price) is 30 % above the exercise price. The options of the second third may be exercised only if the reference price is 40 % above the exercise price. The options of the last third may be exercised only if the reference price is 50 % above the exercise price. The latest exercise period is seven years after the allocation date. In previous financial years, 250,000 options with an average exercise price of € 1.62 were allocated to members of the SinnerSchrader AG Management Board and to members of the management of subsidiary companies.

Consolidated Financial Statements of SinnerSchrader AG Notes

Table 15a summarises the changes in the number of options outstanding from the 1999 Plan, the 2000 Plan, and the 2007 Plan in the 2008/2009 and 2007/2008 financial years: Table 15a | Outstanding stock options in € and number Number

Weighted

of options

average

average grant

exercise price

date fair value

342,338

6.79

3.06

Granted

Outstanding at 31 August 2007

175,000

1.59

0.56

Exercised

-12,500

1.53

0.78

Cancelled

-56,615

2.41

2.82

-137,088

14.02

5.63

Expired

311,135

1.69

0.66

Granted

Outstanding at 31 August 2008

–

Exercised

–

Cancelled

-7,333

2.08

0.60

-15,435

1.63

1.62

288,367

1.69

0.61

Expired Outstanding at 31 August 2009

Additional information on all options outstanding on 31 August 2009 is listed in Table 15b: Table 15b | Outstanding stock options according to exercise price in €, number, and years 31.08.2009

Options outstanding remaining contractual

exercise

life in years

price in €

288,367

3.88

1.69

29,067

2.08

288,367

3.88

1.69

29,067

2.08

prices in €

Total

Weighted average

exercise

0.00 – 5.00

Options exercisable Number

Weighted average

Number

Range of

Risk and Capital Management

7.1 Liquidity Risk Liquidity risks result from potential financial bottlenecks and the increased refinancing costs caused by them. The goal of liquidity management at SinnerSchrader is to ensure continual solvency within the agreed payment terms through sufficient liquid funds. The Group monitors these liquid funds, and only the free liquidity not considered necessary to balance out fluctuations in cash flows is invested for longer terms. Furthermore, when longer-term investments are made, the Group ensures that these investments are only made in securities that can be sold at any time.

Notes Consolidated Financial Statements of SinnerSchrader AG

7.2 Credit Risk Credit risks arise for SinnerSchrader in that, after services have been provided, the services are invoiced with the payment terms agreed with the customer, but customers do not always meet the resulting payment obligations. SinnerSchrader reduces this risk by carrying out regular credit checks on new customers and by regularly monitoring its customers’ outstanding payment obligations. In the 2008/2009 financial year, as in past years, SinnerSchrader had no major bad debt losses to report or reserves for bad debt to form, despite the financial and economic crisis. Furthermore, SinnerSchrader faces credit risks from holding free liquid funds in bank balances and from investing this liquidity in the capital market. SinnerSchrader reduces this risk through the selection of its bank partners and cooperation with several different banks and by restricting the credit rating of the investment instruments to a minimum rating of BBB, or A3 for short-term investments. The maximum default risk arises from the book values of the financial receivables in the balance sheet.

7.3

Market Risks

• Currency risks Since SinnerSchrader calculates its revenues exclusively in euros, its suppliers primarily issue invoices in euros, and the Company holds no notable assets in foreign currencies, the Group faces no major foreign currency risks. • Interest risks The Company does not have any major interest-bearing financial liabilities. Interest risks therefore arise exclusively from the investment of free liquidity in interest-bearing assets. As of 31 August 2009, SinnerSchrader held interest-bearing securities in the amount of € 4.8 million. A rise in the market interest rate of 0.5 percentage points would cause the current value of the portfolio to decrease by € 35,000. Due to SinnerSchrader’s investment policy, which is aimed at security and rapid liquidity with short terms, the financial crisis had a negative effect on the financial result in the 2008/2009 financial year because of the decline in interest rates, since the reinvestment of freed liquidity was only possible at lower interest rates. • Exchange risks As of 31 August 2009, SinnerSchrader did not hold any shares of other companies listed on the stock exchange. The Group therefore faced no exchange risks.

7.4 Capital Management SinnerSchrader fundamentally pursues the goal of securing its shareholders’ equity base for the long term and achieving a suitable return on its capital. A high level of shareholders’ equity is also aimed at because it supports the independence and competitiveness of the company. SinnerSchrader’s capital management also aims to ensure that the operating companies will continue to operate and to finance organic and inorganic growth. As of 31 August 2009, the shareholders’ equity rate of SinnerSchrader was 62 % (previous year: 65 %). The return on shareholders’ equity – the ratio of the share of consolidated income of SinnerSchrader’s shareholders and the shareholders’ equity on the report date – amounted to 9.8 % and 12.4 % in the 2008/2009 and 2007/2008 financial years, respectively.

Consolidated Financial Statements of SinnerSchrader AG Notes

Related Party Transactions

In the 2008/2009 and 2007/2008 financial years, SinnerSchrader generated revenues of € 10,997,701 and € 8,441,677, respectively, with companies in a company group in which members of the SinnerSchrader Supervisory Board held supervisory board positions. The total of unbilled services and accounts receivable to these companies on 31 August 2009 and 31 August 2008 amounted to € 1,566,983 and € 1,285,836, respectively. The related party transactions were carried out under the usual market conditions.

Major Events after the Balance Sheet Date

There were no major events after the balance sheet date that should be reported.

Supplementary Information Required by the German Commercial Code

10.1 Participations See Annual Financial Statements of SinnerSchrader AG Aktiengesellschaft, Section 5.5, page 94.

10.2 Use of Article 264 Para. 3 of the German Commercial Code SinnerSchrader Deutschland GmbH, Hamburg, made use of the exemption provision in Article 264 para. 3 of the German Commercial Code for the Annual Report as of 31 August 2009.

10.3 Employees In the 2008/2009 financial year, there were an average of 256 employees in the SinnerSchrader Group, 9 of whom were board members or managing directors of the Group companies and 39 trainees, students, and interns. Without the subsidiary newtention technologies GmbH incorporated in the consolidated accounts since 1 December 2008, the average number of employees would be 254. In the previous year, there was an average of 197* employees in the Group.

10.4 Payment of the Auditors € 50,000 was spent on the audit of the Annual Financial Statements and Consolidated Financial Statements of SinnerSchrader AG as of 31 August 2009. The auditor, BDO Deutsche Warentreuhand Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, did not receive any other remuneration in the 2008/2009 financial year.

* Figure was adjusted.

Notes Consolidated Financial Statements of SinnerSchrader AG

10.5 Management Board See Annual Financial Statements of SinnerSchrader Aktiengesellschaft, Section 5.3, page 93.

10.6 Supervisory Board See Annual Financial Statements of SinnerSchrader Aktiengesellschaft, Section 5.4, page 94.

10.7 Directors’ Holdings of Shares and Subscription Rights to Shares (Directors’ Dealings) See Annual Financial Statements of SinnerSchrader Aktiengesellschaft, Section 6.1, page 101.

10.8 Declaration of Conformity on the Acceptance of Recommendation of the “Government Commission on the German Corporate Governance Code” See Annual Financial Statements of SinnerSchrader Aktiengesellschaft, Section 5.6, page 95. Hamburg, 30 October 2009 The Management Board Matthias Schrader Thomas Dyckhoff

Consolidated Financial Statements of SinnerSchrader AG Auditors’ Opinion

Auditors’ Opinion

We have audited the Consolidated Financial Statements prepared by SinnerSchrader Aktiengesellschaft, Hamburg, consisting of the Consolidated Balance Sheet, the Consolidated Statements of Operations, the Consolidated Statements of Shareholders’ Equity, the Consolidated Statements of Cash Flows, and the Notes, as well as the Group Status Report, which was combined with the Status Report of the parent company, for the financial year from 1 September 2008 to 31 August 2009. It is the responsibility of the Company’s management to prepare the Consolidated Financial Statements and the Group Status Report in accordance with International Financial Reporting Standards (IFRS), as required in the EU, and with the commercial law regulations stipulated under Article 315a para. 1 HGB (German Commercial Code). It is our responsibility to express an opinion on the Consolidated Financial Statements and the Group Status Report based on our audit. We conducted our audit of the Consolidated Financial Statements in accordance with Article 317 HGB and with the generally accepted German standards for the proper auditing of financial statements as promulgated by the Institut der Wirtschaftsprüfer in Deutschland (Institute of Public Auditors in Germany). These standards require that we plan and perform the audit in such a way that misstatements and contraventions materially affecting the presentation of the asset, financial, and income situation in accordance with the principles of proper accounting in the Consolidated Financial Statements and Group Status Report are detected with reasonable certainty. Knowledge of the business activities and the economic and legal environment of the Group as well as the evaluation of possible misstatements are taken into account when determining the audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the Consolidated Financial Statements and the Group Status Report are examined primarily on a test basis within the framework of the audit. The audit involves an evaluation of the Annual Financial Statements of the companies included in the Consolidated Financial Statements, the definition of the basis of consolidation, the accounting and consolidation principles used, and the key estimates of the Company’s management, as well as an appraisal of the overall presentation of the Consolidated Financial Statements and the Group Status Report. We believe that our audit provides a reasonable basis for our opinion. Our audit did not give rise to any reservations. In our opinion, based on the results of the audit, the Consolidated Financial Statements comply with IFRS, as required in the EU, and with the commercial law regulations stipulated under Article 315a para. 1 HGB, and they present a true and fair view of the asset, financial, and income situation of the Group in accordance with these regulations. The Group Status Report is consistent with the Consolidated Financial Statements, conveys an accurate view of the situation of the Group, and accurately presents the opportunities and risks for future development. Hamburg, 2 November 2009 BDO Deutsche Warentreuhand Aktiengesellschaft Wirtschaftsprüfungsgesellschaft Dr Probst p.p. Brandt Auditor Auditor

Annual Financial Statements 2008 | 2009

Annual Financial Statements of SinnerSchrader AG

Balance Sheets of SinnerSchrader AG

Statements of Operations of SinnerSchrader AG

87 Notes of SinnerSchrader AG

102 Auditorsâ&#x20AC;&#x2122; Opinion

Balance Sheets Annual Financial Statements of SinnerSchrader AG

Balance Sheets of SinnerSchrader AG as of 31 August 2009 Assets in €

31.08.2009

31.08.2008

54,070

99,941

Other equipment, plant and office equipment

210,909

247,385

Leasehold improvements

139,190

210,064

350,099

457,449

Fixed assets Intangible assets: Concessions, industrial property rights and similar rights and assets, as well as licences for such rights and assets

Tangible assets:

Total tangible assets

Financial assets: Shares in affiliated companies

20,431,867

19,539,517

Investments

–

Other loans

–

Total financial assets

20,431,867

19,539,517

Total fixed assets

20,836,036

20,096,907

7,833

1,360

2,361,266

1,017,782

Current assets Receivables and other assets: Trade receivables Receivables from affiliated companies Other assets Total receivables and other assets

209,423

211,010

2,578,522

1,230,152

418,027

72,192

Securities: Treasury stock Other securities

4,700,000

–

Total securities

5,118,027

72,192

Cash on hand and in banks Total current assets

Prepaid expenses

Total assets

2,465,667

8,962,400

10,162,216

10,264,744

30,189

41,980

31,028,441

30,403,631

Annual Financial Statements of SinnerSchrader AG Balance Sheets

Liabilities and shareholders’ equity in €

31.08.2009

31.08.2008

11,542,764

2,603,673

Shareholders’ equity Subscribed capital (conditional capital: € 896,538; previous year: € 896,538) Capital surplus

Reserves: Reserve for treasury stock Other reserves Retained earnings/accumulated deficit Total shareholders’ equity

418,027

72,192

11,888,322

12,234,157

1,746,793

1,684,537

28,199,579

28,137,323

Accruals Accrued taxes

1,077,363

298,795

Other accrued liabilities

1,439,119

1,573,017

2,516,482

1,871,812

84,294

69,096

226,349

325,400

Total liabilities

310,643

394,496

Deferred income

1,737

–

31,028,441

30,403,631

Total accrued liabilities

Liabilities Trade payables thereof with a remaining term up to one year: € 84,294 (previous year: € 69,096) Other liabilities thereof with a remaining term up to one year: € 226,349 (previous year: € 325,400) thereof taxes € 226,319 (previous year: € 298,516) thereof relating to social security and similar obligations € 0 (previous year: € 0)

Total liabilities and shareholders' equity

Statements of Operations Annual Financial Statements of SinnerSchrader AG

Statements of Operations of SinnerSchrader AG for the 2008/2009 and 2007/2008 financial years in €

Revenues Other operating income

2008/2009

2007/2008

3,103,485

3,091,822

166,891

333,669

-219,211

-129,706

-219,211

-129,706

-1,423,643

-1,233,657

Material expenses: Expenses for purchased services Total material expenses

Personnel expenses: Wages and salaries Social security Total personnel expenses

Depreciation of intangible assets, property and equipment Other operating expenses Income from profit/loss transfer agreement Other interest and similar income

-276,919

-241,543

-1,700,562

-1,475,200

-227,951

-260,457

-1,864,525

-1,778,211

2,945,290

2,556,974

152,244

102,141

thereof from affiliated companies: € 243 (previous year: € 2,846) Writedowns on investments

–

-250,000

-223,162

-158,229

2,132,499

2,032,803

Income tax

-701,350

-380,872

Other taxes

-987

-55

1,430,162

1,651,876

316,631

32,661

–

145,158

345,835

–

Interest and similar expenses thereof from affiliated companies: € 215,230 (previous year: € 157,189) Income from ordinary activities

Net income

Profit brought forward from previous year

Withdrawal from reserves: - from reserves for treasury stock - from other reserves Additions to reserves: - to reserves for treasury stock - to other reserves Net income for the year

-345,835

–

-145,158

1,746,793

1,684,537

Annual Financial Statements of SinnerSchrader AG Notes

Notes of SinnerSchrader AG 1

Statutory Foundations

The annual report of SinnerSchrader Aktiengesellschaft (“SinnerSchrader AG” or “Company”) has been compiled in accordance with the regulations of the German Commercial Code (“Handelsgesetzbuch”) and the German Stock Corporation Act (“Aktiengesetz”). The Company is considered to be a large company limited by shares within the meaning of Article 267 of the German Commercial Code.

Accounting Principles and Standards of Valuation

The report has been compiled in euros (€). The intangible assets and the property and equipment are reported at procurement or manufacturing costs, minus regular depreciation. Depreciation is linear in accordance with the usage period. Low-value items with procurement costs of up to € 150 are fully depreciated in the year of acquisition. Depreciation of leasehold improvements is linear over the remaining term of the rental contract. The financial assets are reported either at acquisition costs or at the value to be ascribed on the balance sheet date, whichever is lower. If the value of the fixed assets determined according to the principles above is higher than the value to be ascribed to them on the report date, this shall be taken account of by means of non-scheduled depreciation. If the reasons for depreciation implemented in previous financial years no longer pertain, the original value will be reinstated. Receivables and other assets are reported at their face value. Foreign currency debts are included on the balance sheet either at the original rate or at the rate applicable on the balance sheet date, whichever is lower. Marketable securities are included on the balance sheet either at acquisition costs or at a value to be ascribed to them, whichever is lower. Other accrued expenses cover all identifiable risks and uncertain liabilities. These expenses are evaluated at a level that appears necessary according to sound business judgement. Liabilities are posted in the amount to be repaid. Foreign currency liabilities are included on the balance sheet either at the original rate or at the rate applicable on the balance sheet date, whichever is higher.

Notes Annual Financial Statements of SinnerSchrader AG

Explanations of Balance Sheet Items

3.1

Fixed Assets

The development of the Company’s fixed assets is shown in the following assets table: Table 1 | Assets table Acquisition and manufacturing costs in €

01.09.2008

Additions

Disposals

31.08.2009

463,172

27,431

–

490,603

Other equipment, plant and office equipment

798,307

51,978

8,408

841,877

Leasehold improvements

350,362

824

–

351,187

28,377,554

892,350

–

29,269,904

397,900

–

230,000

167,900

Loans to investee companies

51,129

–

51,129

Other loans

20,000

–

20,000

–

Total

30,458,424

972,583

258,408

31,172,600

Accumulated depreciation

01.09.2008

Additions

Disposals /

31.08.2009

Intangible assets: Concessions, industrial property rights and similar rights and assets, as well as licences for such rights and assets Tangible assets:

Financial assets: Shares in affiliated companies Investments

write-ups

in € Intangible assets: Concessions, industrial property rights and similar rights and assets, as well as licences for such rights and assets

363,231

73,302

–

436,533

Other equipment, plant and office equipment

550,922

82,949

2,904

630,968

Leasehold improvements

140,298

71,699

–

211,997

8,838,037

–

8,838,037

Tangible assets:

Financial assets: Shares in affiliated companies Investments

397,900

–

230,000

167,900

Loans to investee companies

51,129

–

51,129

Other loans

20,000

–

20,000

–

Total

10,361,517

227,950

252,904

10,336,564

Net book values

31.08.2008

31.08.2009

99,941

54,070

Other equipment, plant and office equipment

247,385

210,909

Leasehold improvements

210,064

139,190

in € Intangible assets: Concessions, industrial property rights and similar rights and assets, as well as licences for such rights and assets Tangible assets:

Financial assets: Shares in affiliated companies

19,539,517

20,431,867

Investments

–

Loans to investee companies

–

Other loans

–

20,096,907

20,836,036

Total

Annual Financial Statements of SinnerSchrader AG Notes

3.2

Treasury Stock

As of 31 August 2009, the Company held 270,656 shares of treasury stock with a calculated face value of € 270,656. They represent 2.34 % of the share capital and are held for the purposes cited in the relevant resolutions of the Annual General Meetings. The acquisition cost for the treasury stock held was € 1.54 per share on average. As of 31 August 2008, the Company held 45,185 shares of treasury stock which had been purchased at an average acquisition cost of € 1.60 per share. In the 2008/2009 financial year, 245,471 shares of treasury stock were purchased on the stock market at an average price of € 1.53. In May 2009, 20,000 shares of treasury stock were issued to the sellers of newtention technologies GmbH as part of the purchase price for the takeover of the company. The treasury stock is entered in the balance sheet either at acquisition costs or at a value to be ascribed, whichever is lower. Accordingly, the number of treasury stock shares as of 31 August 2009 should be posted at the original acquisition cost given a closing price of € 1.69 per share on this date. A reserve for the treasury stock is formed in the amount of the balance sheet item.

3.3 Accounts Receivable and Other Assets There were accounts receivable and other assets in the amount of € 156,187 (previous year: € 172,784) with a remaining term of over one year. All other accounts receivable and other assets in the amount of € 2,422,335 (previous year: € 1,034,484) have a remaining term of up to one year. Accounts receivable from affiliated companies in the amount of € 2,361,266 (previous year: € 1,017,782) are balanced against liabilities to affiliated companies in the amount of € 4,131,585 (previous year: € 4,871,581). The gross item is made up of accounts receivable due to profit and loss transfer agreements in the amount of € 2,945,290 (previous year: € 2,556,974), trade accounts receivable in the amount of € 3,117,961 (previous year: € 3,093,854), and accounts receivable associated with tax integration in the amount of € 429,601 (previous year: € 137,585). In the previous year there were also loans to affiliated companies in the amount of € 100,950. As of 31 August 2009, the other assets comprised a claim for reimbursement from corporation tax credits which was to be activated in the full amount as of 31 December 2006 due to the introduction of the Act on Tax Measures Accompanying the Introduction of the European Company and on Amending Other Tax Regulations. The cash value was used because the claims for reimbursement bear no interest. A risk-free interest rate (interest on federal loans) was chosen for discounting. The discounted claim for reimbursement as of 31 August 2009 was € 156,187 and had a remaining term of over one year. Furthermore, interest receivable from the investment of securities in the amount of € 48,315 was posted under other assets.

3.4

Prepaid Expenses

The prepaid expenses in the amount of € 30,188 (previous year: € 41,980) largely consist of payments for investor relations services, insurance policies, maintenance contracts, contributions, a contingency for job advertisements.

3.5

Notes Annual Financial Statements of SinnerSchrader AG

Share Capital

As of 31 August 2009, the Company’s share capital amounted to € 11,542,764. It was made up of 11,542,764 individual no-par-value share certificates with a calculated face value of € 1 issued in the name of the owner. The Annual General Meeting of 18 December 2008 authorised the Management Board to increase the share capital once or repeatedly by up to a total of € 5,770,000 until 15 January 2013 with the approval of the Supervisory Board by issuing no-par-value share certificates issued in the name of the owner in return for a contribution in cash or a contribution in kind, excluding the shareholders’ subscription right (“2008 Approved Capital”). Neither the Management Board nor the Supervisory Board have made use of the approved capital. As of 31 August 2009, the approved capital therefore still amounted to € 5,770,000. The Annual General Meeting decision of 26 October 1999 created conditional capital in the amount of € 375,000 (“Conditional Capital I”) for granting rights to subscribe to 375,000 no-par-value individual share certificates to employees and members of the management of the Company or affiliated companies (“1999 Stock Option Plan”). Options from the 1999 Stock Option Plan could be assigned until 8 November 2004. The Annual General Meeting of 23 January 2007 decided to reduce the scope of Conditional Capital I by the amount no longer needed to service subscription rights at that time. It was correspondingly reduced from € 375,000 to € 127,909. As of 31 August 2008, there were no more options from the 1999 Stock Option Plan in circulation. The Annual General Meeting decision of 12 December 2000 created conditional capital in the amount of € 375,000 (“Conditional Capital II”) for granting rights to subscribe to 375,000 no-par-value individual share certificates to employees and members of the management of the Company or affiliated companies (“2000 Stock Option Plan”). Options from the 2000 Stock Option Plan could be assigned until 10 January 2006. The Annual General Meeting of 23 January 2007 decided to reduce the scope of Conditional Capital II by the amount no longer needed to service subscription rights at that time. It was correspondingly reduced from € 375,000 to € 168,629. As of 31 August 2009, 38,367 options from the 2000 Stock Option Plan with an average exercise price of € 2.08 were still in circulation. In the previous year, there were 61,135 options with an average exercise price of € 1.97. The Annual General Meeting decision of 23 January 2007 created conditional capital in the amount of € 600,000 (“Conditional Capital III”) for granting rights to subscribe to 600,000 no-par-value individual share certificates to employees and members of the management of the Company or affiliated companies (“2007 Stock Option Plan”). Options from the 2007 Stock Option Plan can be assigned until 31 December 2011. In the 2008/2009 financial year, no options were issued. In the previous financial years, 250,000 options were issued at an average exercise price of € 1.62.

Annual Financial Statements of SinnerSchrader AG Notes

3.6 Capital Reserve The capital reserve remained unchanged in the 2008/2009 financial year compared to the previous year.

3.7

Reserve for Treasury Stock

As of 31 August 2009, the reserve for treasury stock had reached a level of € 418,027 (previous year: € 72,192). Items were posted in the reserve for treasury stock in the amount of the balance sheet item for treasury stock, the change to which is explained in Section 3.2.

3.8 Other Revenue Reserves Table 2 | Other reserves of SinnerSchrader AG in € Other reserves as at 31.08.2008

Allocation to reserves for treasury stock Other reserves as at 31.08.2009

12,234,154

345,835 11,888,322

thereof: from allocation to other reserves acc. to Art. 58 para. 2a AktG

8,000,000

from the rest of allocation to other reserves acc. to Art. 58 para. 2 AktG

3,888,322

Due to the rise in reserves for treasury stock, the other revenue reserves fell by € 345,835 in the 2008/2009 financial year to reach € 11,888,322 as of 31 August 2009.

3.9 Accrued Expenses The other accrued expenses in the amount of € 1,439,119 (previous year: € 1,573,017) have been formed for future purchase price payments for the acquisition of spot-media AG and newtention technologies GmbH, for outstanding invoices, litigation risks, reporting and auditing expenses as well as personnel expenses (holiday and overtime claims and bonuses). The amount of the future purchase price instalments from the acquisition of spot-media AG will depend on the future operating results of this company and any potential tax burdens from the deferred payment.

3.10 Liabilities All liabilities in the amount of € 310,643 (previous year: € 394,496) have a remaining term of less than one year. The current liabilities as of 31 August 2009 were made up of trade accounts payable, turnover tax liabilities for the German turnover tax authorities as well as income tax and church tax levies that are not yet due.

Notes Annual Financial Statements of SinnerSchrader AG

Explanations of Statements of Operations Items

4.1

Revenues

SinnerSchrader AG earned revenues in the amount of € 3,103,485 solely by providing services for subsidiary companies.

4.2 Other Operating Income The other operating income in the amount of € 166,891 comprises income from the sale of securities, insurance compensation, the resolution of accrued expenses, and from paying benefits with cash value to employees.

4.3

Income from the Transfer of Profits

In December 2003, the Company and its 100 % subsidiary SinnerSchrader Deutschland GmbH concluded a profit and loss transfer agreement with effect from 1 September 2003, which the Annual General Meeting agreed to on 28 January 2004. Income of € 2,109,109 was earned from the profit and loss transfer agreement in the 2008/2009 financial year. On 30 July 2008, the company concluded a profit and loss transfer agreement with spot-media AG with effect from 1 September 2008, which the Annual General Meeting of SinnerSchrader AG approved on 18 December 2008. Income of € 836,181 was earned from the profit and loss transfer agreement in the 2008/2009 financial year.

4.4

Interest Income and Expenses

The interest income comes from investing the Company’s liquid funds and from the compounding of corporation tax credit pursuant to Article 37 of the German Corporation Tax Law (“KStG”). Interest expenditure mainly arose within the context of the central liquidity management that the Company carries out for its domestic subsidiary.

4.5 Other Operating Expenses The other operating expenses in the amount of € 1,864,525 mainly consist of office space costs, communication costs, advertising costs, and legal and consulting costs. Other operating expenses include expenditure and fees for the auditors in the amount of € 50,000 for auditing the Annual Financial Statements and the Consolidated Financial Statements.

Annual Financial Statements of SinnerSchrader AG Notes

Other Information

5.1 Other Financial Obligations Table 3 | Obligations from rent and lease contracts in €

01.09.2009 – 31.08.2010

778,984

01.09.2010 – 31.08.2011

1,032,123

After 31.08.2011

–

Total

1,811,107

The financial obligations largely concern fixed-term rental contracts for the office space in Hamburg and Frankfurt am Main which have a minimum remaining term of just under two years each.

5.2

Employees

On average for the 2007/2008 financial year, the Company had 23 employees (previous year: 20).

5.3

Management Board

In the 2008/2009 financial year, the following persons were members of the Management Board: Matthias Schrader, Chairman • Businessman, Hamburg • Member of the Supervisory Board of spot-media AG Thomas Dyckhoff, Finance Director • Businessman, Hamburg • Chairman of the Supervisory Board of spot-media AG The members of the Management Board performed their duties on a full-time basis. The compensation of the Management Board members was made up as follows: Table 4 | Remuneration of the Management Board members 2008/2009 Fixed salary

Other benefits

Variable components

Share-based

in €

compensation in €

Matthias Schrader

180,000

16,112

–

Thomas Dyckhoff

130,000

11,881

50,984

–

310,000

27,993

50,984

–

Total

In the 2008/2009 financial year, the total compensation for the Management Board amounted to € 388,977.

5.4

Notes Annual Financial Statements of SinnerSchrader AG

Supervisory Board

In the financial year, the following persons were members of the Supervisory Board: Prof. Dr Reinhard Pöllath, Chairman • Lawyer, Munich • Partner in P+P Pöllath + Partners, Munich • Chairman of the Supervisory Board of maxingvest ag, Hamburg • Chairman of the Supervisory Board of Beiersdorf AG, Hamburg • Member of the Supervisory Board of Tchibo GmbH, Hamburg • Chairman of the Supervisory Board of Escada AG, Hamburg Dieter Heyde, Deputy Chairman • Businessman, Bad Nauheim • Managing Partner of SALT Solutions GmbH, Würzburg • Member of the Advisory Board of CCP Software GmbH, Marburg Prof. Cyrus D. Khazaeli • Communication Designer, Berlin • Professor for Information and Interaction Design at Berliner Technische Kunsthochschule, Berlin The compensation of the Supervisory Board members in the 2008/2009 financial year was made up as follows: Table 5 | Remuneration of the Supervisory Board members 2008/2009 Fixed salary

Other benefits

Variable components

Stock options in

in €

number

Prof. Dr Reinhard Pöllath

8,000

118

–

Dieter Heyde

6,000

118

–

4,000

118

–

18,000

354

–

Prof. Cyrus D. Khazaeli Total

Another benefit for every member of the Supervisory Board is the proportionate premium for the economic loss indemnity insurance for bodies of legal persons taken out by the Company.

5.5

Participations

On 19 May 2009, SinnerSchrader AG signed a sales contract for all shares of newtention technologies GmbH. After all pending approvals were received, the first purchase price instalment comprising € 181,000 in cash and 20,000 shares of SinnerSchrader treasury stock worth € 29,000 was paid on 29 May 2009. On this date, all shares of newtention technologies GmbH passed to SinnerSchrader AG. A second purchase price instalment is to be paid in April 2010 depending on the development of certain factors in newtention’s business and has been assessed at € 40,000. Furthermore, an amount of around € 19,000 had to be paid to remove a silent shareholder in newtention technologies GmbH, with the result that the acquisition costs total € 268,000.

Annual Financial Statements of SinnerSchrader AG Notes

next commerce GmbH was established on 20 May 2009 as a 100 % subsidiary of SinnerSchrader AG with the goal of expanding a new field of business, namely, e-commerce outsourcing. At the end of December 2008, SinnerSchrader AG transferred its 20 % share in activeGATE GmbH, Hamburg, from 31 August 2008 to the co-owner in return for a share of the future revenues. The value of this participation was completely corrected in the 2007/2008 Annual Financial Statements as of 31 August 2008. The participations held by SinnerSchrader Aktiengesellschaft are broken down as follows: Table 6 | Investments of SinnerSchrader AG Company

Currency

in %

Nominal Sharholders’ capital

capital

Last

Profit/loss

Reporting

annual result

transfer

period

agreement

SinnerSchrader Deutschland GmbH, Hamburg, Germany

01.09.08100,00

EUR

100,000

2,109,1091)

yes

spot-media AG, Hamburg, Germany

100,00

EUR

76,051

865,652

836,1811)

yes

spot-media consulting GmbH, Hamburg, Germany3)

100,00

EUR

25,000

-42,279

19,9831)

yes

100,00

GBP

100,000

-629,854

-27,820

100,00

EUR

18,000

-185,960

-9,296

100,00

EUR

740,400

-463,171

784,096

30.04.092)

100,00

EUR

25,000

-61,773

-4,869

30.04.092)

100,00

EUR

25,000

125,000

n/a

30.04.102)

01.01.09-

next commerce GmbH, Hamburg, Germany5)

31.12.08 01.01.09-

newtention services GmbH, Hamburg, Germany

31.08.09 01.01.08-

newtention technologies GmbH, Hamburg, Germany

31.08.09 01.09.08-

SinnerSchrader Benelux BV, Rotterdam, Niederlande4)

31.08.09 01.09.08-

SinnerSchrader UK Ltd., London, Great Britain4)

31.08.09 01.09.08-

20.05.09-

Before transfer of profits to SinnerSchrader AG

Abbreviated financial year

The company is a 100 % subsidiary of spot-media AG.

The companies’ activities were temporarily discontinued in the previous years; the respective shares were written off in the year the activity was discontinued.

Audited annual financial statements of the companies are not available. The company was founded in May 2009, the first annual report will be issued as of 30 April 2010.

5.6

Declaration of Compliance under Article 161 of the German Stock Corporation Act

On 18 December 2008, the Management Board and Supervisory Board submitted the Declaration of Compliance with the Corporate Governance Code required by Article 161 of the German Stock Corporation Act and made it permanently accessible to the shareholders on the Company’s website.

5.7

Notes Annual Financial Statements of SinnerSchrader AG

Information According to Article 160 Para. 1 No. 8 of the German Stock Corporation Act

The Company has published the following notifications about major participations in an authorised journal of stock exchange announcements according to Article 25 para. 1 of the Securities Trading Act: 1. Thomas Dyckhoff, Germany, informed us of the following as of 9 February 2007, as a correction to his notifications of 18 January 2007 made on the basis of the state of knowledge as of 15 January 2007, on his own behalf and as an agent and by proxy for the persons mentioned under letters b) to e), pursuant to Article 21 para. 1 of the Securities Trading Act: a. The share of voting rights of Mr Thomas Dyckhoff, Germany, in SinnerSchrader AG, Völckersstraße 38, 22765 Hamburg, fell below the threshold of 50 % on 13 February 2006 and now amounts to 49.9110 % (corresponding to 5,761,106 shares). Of this, 49.4782 % of the voting rights (5,711,156 shares) were assigned to him pursuant to Article 22 para. 2 sentence 1 of the Securities Trading Act. Among other things, the shares of voting rights of the following shareholders, whose shares of voting rights were 3 % or more each, were added to this pursuant to Article 22 para. 2 sentence 1 of the Securities Trading Act: Matthias Schrader, Oliver Sinner, and Debby Vermögensverwaltung GmbH. b. The share of voting rights of Mr Matthias Schrader, Germany, in SinnerSchrader AG, Völckersstraße 38, 22765 Hamburg, fell below the threshold of 50 % on 13 February 2006 and now amounts to 49.9110 % (corresponding to 5,761,106 shares). Of this, 29.6154 % of the voting rights (3,418,431 shares) were assigned to him pursuant to Article 22 para. 2 sentence 1 of the Securities Trading Act. Among other things, the shares of voting rights of the following shareholders, whose shares of voting rights were 3 % or more each, were added to this pursuant to Article 22 para. 2 sentence 1 of the Securities Trading Act: Oliver Sinner and Debby Vermögensverwaltung GmbH. c. The share of voting rights of Mr Oliver Sinner, Germany, in SinnerSchrader AG, Völckersstraße 38, 22765 Hamburg, fell below the threshold of 50 % on 13 February 2006 and now amounts to 49.9110 % (corresponding to 5,761,106 shares). Of this, 40.8211 % of the voting rights (4,711,879 shares) were assigned to him pursuant to Article 22 para. 2 sentence 1 of the Securities Trading Act. Among other things, the shares of voting rights of the following shareholders, whose shares of voting rights were 3 % or more each, were added to this pursuant to Article 22 para. 2 sentence 1 of the Securities Trading Act: Matthias Schrader and Debby Vermögensverwaltung GmbH. d. The share of voting rights of Mr Detlef Wichmann, Germany, in SinnerSchrader AG, Völckersstraße 38, 22765 Hamburg, fell below the threshold of 50 % on 13 February 2006 and now amounts to 49.9110 % (corresponding to 5,761,106 shares). Of this, 48.9147 % of the voting rights (5,646,106 shares) were assigned to him pursuant to Article 22 para. 2 sentence 1 of the Securities Trading Act. Among other things, the shares of voting rights of the following shareholders, whose shares of voting rights were 3% or more each, were added to this pursuant to Article 22 para. 2 sentence 1 of the Securities Trading Act: Matthias Schrader, Oliver Sinner, and Debby Vermögensverwaltung GmbH. e. The share of voting rights of Mr Sebastian Dröber, Germany, in SinnerSchrader AG, Völckersstraße 38, 22765 Hamburg, fell below the threshold of 50 % on 13 February 2006 and now amounts to 49.9110 % (corresponding to 5,761,106 shares). Of this, 49.3045 % of the voting rights (5,691,106 shares) were assigned to him pursuant to Article 22 para. 2 sentence 1 of the Securities Trading Act. Among other things, the shares of voting rights of the following shareholders, whose shares of voting rights were 3 % or more each, were added to this pursuant to Article 22 para. 2 sentence 1 of the Securities Trading Act: Matthias Schrader, Oliver Sinner, and Debby Vermögensverwaltung GmbH.

Annual Financial Statements of SinnerSchrader AG Notes

2. Torsten Kautz, Germany, notified us pursuant to Article 21 para. 1 of the Securities Trading Act that as of 26 January 2006, his share of voting rights in SinnerSchrader AG, Völckersstraße 38, 22765 Hamburg, fell below the thresholds of 30 %, 25 %, 20 %, 15 %, 10 %, 5 %, and 3 % and have been 0 % since then. 3. Mr Holger Blank, Germany, notified us on 19 January 2005, pursuant to Article 21 para. 1 of the Securities Trading Act and in conjunction with Article 22 of the Securities Trading Act, that his share of voting rights in SinnerSchrader AG fell below the threshold of 50 % as of 12 January 2005 and now amounts to 49.1231 %, whereby he has a share of voting rights of 49.1223 % under the terms of Article 22 para. 2 of the Securities Trading Act. 4. Mr Bernward Beuleke, Germany, notified us on 19 January 2005, pursuant to Article 21 para. 1 of the Securities Trading Act and in conjunction with Article 22 of the Securities Trading Act, that his share of voting rights in SinnerSchrader AG fell below the threshold of 50 % as of 12 January 2005 and now amounts to 49.2256 %, whereby he has a share of voting rights of 49.0718 % under the terms of Article 22 para. 2 of the Securities Trading Act. 5. Mr Dirk Lehmann, Germany, notified us on 19 January 2005, pursuant to Article 21 para. 1 of the Securities Trading Act and in conjunction with Article 22 of the Securities Trading Act, that his share of voting rights in SinnerSchrader AG fell below the threshold of 50 % as of 12 January 2005 and now amounts to 49.1322 %, whereby he has a share of voting rights of 49.0718 % under the terms of Article 22 para. 2 of the Securities Trading Act. 6. Ms Marion Sinner, Germany, notified us on 19 January 2005, pursuant to Article 21 para. 1 of the Securities Trading Act and in conjunction with Article 22 of the Securities Trading Act, that her share of voting rights in SinnerSchrader AG fell below the threshold of 50 % as of 12 January 2005 and now amounts to 49.1231 %, whereby she has a share of voting rights of 49.0365 % under the terms of Article 22 para. 2 of the Securities Trading Act. 7. Ms Jessica Schmidt, Germany, notified us on 19 January 2005, amended on 4 February 2005, pursuant to Article 21 para. 1 of the Securities Trading Act and in conjunction with Article 22 of the Securities Trading Act, that her share of voting rights in SinnerSchrader AG fell below the threshold of 50 % as of 12 January 2005 and now amounts to 49.1244 %, whereby she has a share of voting rights of 48.9065 % under the terms of Article 22 para. 2 of the Securities Trading Act. 8. Dr Markus Conrad, Germany, notified us on 20 January 2005, pursuant to Article 21 para. 1 of the Securities Trading Act and in conjunction with Article 22 of the Securities Trading Act, that he received notification on 17 January 2005 to the effect that his share of voting rights in SinnerSchrader AG fell below the threshold of 50 % as of 12 January 2005 due to sales in the syndicate and now amounts to 49.1231 %, whereby he has a share of voting rights of 48.0185 % under the terms of Article 22 para. 2 of the Securities Trading Act.

Notes Annual Financial Statements of SinnerSchrader AG

9. Debby Vermögensverwaltung GmbH, Munich, Germany, notified us on 11 December 2008 pursuant to Article 21 para. 1 of the Securities Trading Act that as of 12 September 2008, its share of voting rights in SinnerSchrader AG, Völckersstraße 38, 22765 Hamburg, Germany, WKN 514190, ISIN DE0005141907, fell below the thresholds of 30 %, 25 %, 20 %, 15 %, 10 %, 5 %, and 3 % and is 0.00 % (0 voting rights) as of that day. Debby Vermögensverwaltung GmbH, Germany, acting on its own behalf and on behalf of the persons mentioned under letters b to e, notified us on 20 January 2005, pursuant to Article 21 para. 1 of the Securities Trading Act, of the following: a. Debby Vermögensverwaltung GmbH, Germany, received notification on 20 January 2005 that its share of voting rights in SinnerSchrader AG fell below the threshold of 50 % as of 12 January 2005 due to sales in the syndicate and now amounts to 49.1231 %, whereby it has a share of voting rights of 37.8823 % under the terms of Article 22 para. 2 of the Securities Trading Act. b. Mr Wolfgang Herz, Germany, received notification on 17 January 2005 that his share of voting rights in SinnerSchrader AG fell below the threshold of 50 % as of 12 January 2005 and now amounts to 49.1231 %, whereby he has a share of voting rights of 4.9713 % under the terms of Article 22 para. 1 No. 2 of the Securities Trading Act and a share of voting rights of 44.1518 % under the terms of Article 22 para. 2 of the Securities Trading Act. c. Ms Agneta Peleback-Herz, Germany, received notification on 17 January 2005 that her share of voting rights in SinnerSchrader AG fell below the threshold of 50 % as of 12 January 2005 and now amounts to 49.1231 %, whereby she has a share of voting rights of 0.6491 % under the terms of Article 22 para. 1 No. 2 of the Securities Trading Act and a share of voting rights of 48.474 % under the terms of Article 22 para. 2 of the Securities Trading Act. d. Mr Michael Herz, Germany, received notification on 17 January 2005 that his share of voting rights in SinnerSchrader AG fell below the threshold of 50 % as of 12 January 2005 and now amounts to 49.1231 %, whereby he has a share of voting rights of 4.9713 % under the terms of Article 22 para. 1 No. 2 of the Securities Trading Act and a share of voting rights of 44.1518 % under the terms of Article 22 para. 2 of the Securities Trading Act. e. Ms Cornelia Herz, Germany, received notification on 17 January 2005 that her share of voting rights in SinnerSchrader AG fell below the threshold of 50 % as of 12 January 2005 and now amounts to 49.1231 %, whereby she has a share of voting rights of 0.6491 % under the terms of Article 22 para. 1 No. 2 of the Securities Trading Act and a share of voting rights of 48.474 % under the terms of Article 22 para. 2 of the Securities Trading Act. 10. Mr Gerd Stahl, Germany, notified us on 4 July 2003, amended on 10 July 2003, pursuant to Article 21 para. 1 of the Securities Trading Act in conjunction with Article 22 of the Securities Trading Act, in accordance with the obligation on his part and as an agent and by proxy for the persons mentioned under letters b to c, that: a. As of 30 June 2003, Mr Gerd Stahl, Germany, has fallen below the threshold of 50 % of the voting rights in SinnerSchrader AG. He is now entitled to 49.95 % of the voting rights in SinnerSchrader AG pursuant to Article 21 para. 1 of the Securities Trading Act, of which 47.18 % of the voting rights are to be assigned under the terms of Article 22 para. 2 of the Securities Trading Act.

Annual Financial Statements of SinnerSchrader AG Notes

b. As of 30 June 2003, Mr Alexander Spohr, Germany, has fallen below the threshold of 50 % of the voting rights in SinnerSchrader AG. He is now entitled to 49.95 % of the voting rights in SinnerSchrader AG pursuant to Article 21 para. 1 of the Securities Trading Act, of which 47.69 % of the voting rights are to be assigned under the terms of Article 22 para. 2 of the Securities Trading Act. c. As of 30 June 2003, Mr Matthias Fricke, USA, has fallen below the threshold of 50 % of the voting rights in SinnerSchrader AG. He is now entitled to 49.95 % of the voting rights in SinnerSchrader AG pursuant to Article 21 para. 1 of the Securities Trading Act, of which 47.85 % of the voting rights are to be assigned under the terms of Article 22 para. 2 of the Securities Trading Act. 11. Alexandra Verwaltungsgesellschaft mbH, Munich, Germany, notified us on 28 January 2009 pursuant to Article 21 para. 1 of the Securities Trading Act that as of 12 September 2008, its share of voting rights in SinnerSchrader AG, Völckersstraße 38, 22765 Hamburg, Germany, WKN 514190, ISIN DE0005141907, fell below the thresholds of 30 %, 25 %, 20 %, 15 %, 10 %, 5 %, and 3 % and is 0.00 % (0 voting rights) as of that day. Alexandra Verwaltungsgesellschaft mbH, Munich, Germany, also notified us on 28 January 2009 pursuant to Article 21 para. 1 of the Securities Trading Act that as of 12 January 2005, its share of voting rights in SinnerSchrader AG, Völckersstraße 38, 22765 Hamburg, Germany, WKN 514190, ISIN DE0005141907, fell below the threshold of 50 % and is 49.12 % (5,670,166 voting rights) as of that day. Of these, the following are assigned to Alexandra Verwaltungsgesellschaft mbH

• 11.24 % (1,297,500 votes) pursuant to Article 22 para. 1 sentence 1 indent 1, sentence 3 of the Securities Trading Act of Debby Vermögensverwaltung GmbH and

• 37.88 % (4,372,666 votes) pursuant to Article 22 para. 2 of the Securities Trading Act. Of the following shareholders, whose voting rights in SinnerSchrader AG were each 3 % or more, voting rights shall be assigned to Alexandra Verwaltungsgesellschaft mbH:

• Mr Oliver Sinner; • Mr Matthias Schrader. Alexandra Verwaltungsgesellschaft mbH, Munich, Germany, also notified us on 28 January 2009 pursuant to Article 41 para. 1 of the Securities Trading Act that as of 1 April 2002, it was due a share of voting rights in SinnerSchrader AG, Völckersstraße 38, 22765 Hamburg, Germany, in the amount of 62.17 % (7,176,400 votes) and that of these

• 11.24 % (1,297,500 votes) pursuant to Article 22 para. 1 sentence 1 indent 1, para. 3 of the Securities Trading Act were assigned to Debby Vermögensverwaltung GmbH and

• 50.93 % (5,878,900 votes) were to be assigned pursuant to Article 22 para. 2 of the Securities Trading Act, including shares of voting rights of the following shareholders whose share of the voting rights in SinnerSchrader AG was 3 % or more:

• Mr Oliver Sinner; • Mr Matthias Schrader.

100

Notes Annual Financial Statements of SinnerSchrader AG

12. Prof. Dr Reinhard Pöllath, Hamburg, notified us on 28 January 2009 pursuant to Article 21 para. 1 of the Securities Trading Act that as of 12 September 2008, his share of voting rights in SinnerSchrader AG, Völckersstraße 38, 22765 Hamburg, Germany, WKN 514190, ISIN DE0005141907, fell below the thresholds of 30 %, 25 %, 20 %, 15 %, 10 %, 5 %, and 3 % and is 0.00 % (0 voting rights) as of that day. Prof. Dr Reinhard Pöllath, Hamburg, also notified us on 28 January 2009 pursuant to Article 21 para. 1 of the Securities Trading Act that as of 12 January 2005, his share of voting rights in SinnerSchrader AG, Völckersstraße 38, 22765 Hamburg, Germany, WKN 514190, ISIN DE0005141907, fell below the threshold of 50 % and is 49.12 % (5,670,166 voting rights) as of that day. Of these, the following are assigned to Prof. Dr Reinhard Pöllath

• 11.24 % (1,297,500 votes) pursuant to Article 22 para. 1 sentence 1 indent 1, sentence 3 of the Securities Trading Act of Debby Vermögensverwaltung GmbH, a subsidiary of Alexandra Verwaltungsgesellschaft mbH, which in turn is controlled by Prof. Dr Reinhard Pöllath, and

• Mr Oliver Sinner; • Mr Matthias Schrader. Prof. Dr Reinhard Pöllath, Germany, also notified us on 28 January 2009 pursuant to Article 41 para. 1 of the Securities Trading Act that as of 1 April 2002, he was due a share of voting rights in SinnerSchrader AG, Völckersstraße 38, 22765 Hamburg, Germany in the amount of 62.17 % (7,176,400 votes) and that of these

• Mr Oliver Sinner; • Mr Matthias Schrader.

Annual Financial Statements of SinnerSchrader AG Notes

101

Additional Information (Unaudited)

6.1

Directors’ Holdings of Shares and Subscription Rights to Shares (Directors’ Dealings)

The following table shows the number of shares in SinnerSchrader AG and the number of subscription rights to these shares held by directors of SinnerSchrader AG as of 31 August 2009 and any changes in the 2008/2009 financial year:

Table 7 | Shares and options of the Board members in number Shares

31.08.2008

Additions

Disposals

31.08.2009

2,415,175

40,000

–

2,455,175

74,950

–

74,950

2,490,125

40,000

–

2,530,125

Prof. Dr Reinhard Pöllath

–

Dieter Heyde

–

Prof. Cyrus D. Khazaeli

–

Total shares of the Supervisory Board

–

Total shares of the Board members

2,490,125

40,000

–

2,530,125

31.08.2008

Additions

Disposals

31.08.2009

Mangement Board member: Matthias Schrader Thomas Dyckhoff Total shares of the Management Board

Supervisory Board member:

Options

Mangement Board member: Matthias Schrader

–

75,000

–

75,000

–

75,000

Prof. Dr Reinhard Pöllath

–

Dieter Heyde

–

Prof. Cyrus D. Khazaeli

–

Total options of the Supervisory Board

–

Total options of the Board members

75,000

–

75,000

Thomas Dyckhoff Total shares of the Management Board

Supervisory Board member:

Hamburg, 30 October 2009 The Management Board Matthias Schrader Thomas Dyckhoff

102

Auditors’ Opinion Annual Financial Statements of SinnerSchrader AG

Auditors’ Opinion

We have audited the Annual Financial Statements, consisting of the Balance Sheet, the Statements of Operations, and the Notes, together with the bookkeeping system, and the Status Report, which was combined with the Group Status Report, of SinnerSchrader Aktiengesellschaft, Hamburg, for the financial year from 1 September 2008 to 31 August 2009. The keeping of the books and records and the preparation of the Annual Financial Statements and Status Report in accordance with German commercial law are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Annual Financial Statements, together with the bookkeeping system, and the Status Report based on our audit. We conducted our audit of the Annual Financial Statements in accordance with Article 317 HGB (German Commercial Code) and the generally accepted German standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer in Deutschland (IDW: Institute of Public Auditors in Germany). These standards require that we plan and perform the audit so that misstatements and contraventions materially affecting the presentation of the asset, financial, and income situation in the Annual Financial Statements in accordance with generally accepted accounting principles as well as in the Status Report are detected with reasonable certainty. Knowledge of the business activities and the economic and legal environment of the Company and the evaluations of possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the books and records, the Annual Financial Statements, and the Status Report are examined primarily on a test basis within the framework of the audit. The audit includes assessing the accounting principles used and the significant estimates made by the management, as well as evaluating the overall presentation of the Annual Financial Statements and Status Report. We believe that our audit provides a reasonable basis for our opinion. Our audit did not give rise to any reservations. In our opinion, based on the results of the audit, the Annual Financial Statements give a true and fair view of the asset, financial, and income situation of the Company in accordance with generally accepted accounting principles and commercial law regulations. The Status Report is consistent with the Annual Financial Statements, conveys an accurate view of the situation of the Company, and accurately presents the opportunities and risks for future development. Hamburg, 30 October 2009 BDO Deutsche Warentreuhand Aktiengesellschaft Wirtschaftsprüfungsgesellschaft Dr Probst p.p. Brandt Auditor Auditor

Annual Financial Statements of SinnerSchrader AGâ&#x20AC;&#x192;â&#x20AC;&#x192;Responsibility Statement

103

Responsibility Statement

To the best of our knowledge, and in accordance with the applicable reporting principles, the consolidated financial statements of the SinnerSchrader Group and the annual financial statements of SinnerSchrader Aktiengesellschaft give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and the AG, and the joint consolidated status report and group status report includes a fair review of the development and performance of the business and the position of the Group and the AG, together with a description of the principal opportunities and risks associated with the expected development of the Group and the AG. Hamburg, 30 October 2009 The Management Board Matthias Schrader Thomas Dyckhoff

104

EVENTS & CONTACT

Events & Contact Information Financial calendar 2009/2010

Annual General Meeting 1st Quarterly Report 2009/2010 (September 2009 – November 2009) 2nd Quarterly Report 2009/2010 (December 2009 – February 2010) 3rd Quarterly Report 2009/2010 (March 2010 – May 2010) Annual Report 2009/2010

16 December 2009 14 January 2010 15 April 2010 15 July 2010 November 2010

Our previous reports are available online and for download in the "Investors" section of the www.sinnerschrader.de website Conference calendar 2009/2010

next10 conference

For more information please visit our conference website www.next10.de. Contact Information

SinnerSchrader AG, Investor Relations Völckersstraße 38, 22765 Hamburg, Germany T. +49. 40. 39 88 55-0, F. +49. 40. 39 88 55-55 www.sinnerschrader.de, ir@sinnerschrader.de

Editorial Information

Published by SinnerSchrader Aktiengesellschaft, Hamburg, Germany Concept and design heureka! – profitable communication, Essen, Germany

Date of publication: 5 November 2009

4 – 5 May 2010

Quarterly Figures and 5-year Overview Key figures of the SinnerSchrader Group, four quarters 2008/2009 Q4

Gross revenues

€ 000s

6,791

6,924

6,640

7,309

Net revenues

€ 000s

5,355

5,188

4,813

5,580

Gross profit

€ 000s

2,004

1,873

1,303

1,767

EBITDA

€ 000s

796

516

-35

698

EBITA

€ 000s

353

389

-163

561

Net income

€ 000s

435

456

-367

415

Net income attributable to the shareholders of SinnerSchrader AG Net income per share1) Cash flows from operating activities Employees, full-time equivalents

€ 000s

435

310

415

€

0.04

0.03

0.01

0.04

€ 000s

334

859

1,253

-217

number

254

259

249

216

31.08.2009

31.05.2009

28.02.2009

30.11.2008

Liquid funds and securities

€ 000s

7,988

7,727

7,401

8,637

Employees, end of period

number

279

277

274

237

Adjusted due to the conclusion of the first consolidation of the newtention group in the context of drawing up the Consolidated Financial Statements for the 2008/2009 financial year

Key figures of the SinnerSchrader Group, five years IFRS

IFRS

01.09.2008

01.09.2007

01.09.2006

01.09.2005

01.09.2004

31.08.2009

31.08.2008

31.08.2007

31.08.2006

31.08.2005

Gross revenues

€ 000s

27,664

24,170

18,588

15,819

14,315

Net revenues

€ 000s

20,936

18,347

14,161

13,154

12,223

Gross profit

€ 000s

6,948

6,193

5,056

4,609

4,698

EBITDA

€ 000s

1,974

2,824

1,455

1,152

718

EBITA

€ 000s

1,441

2,305

1,043

600

177

Net income

€ 000s

939

1,608

1,018

1,192

544

€ 000s

1,231

1,608

1,018

1,192

544

€

0.11

0.14

0.09

0.10

0.05

number

11,356

11,471

11,417

11,411

11,334

€ 000s

2,229

2,744

893

194

2,788

number

244

179

145

129

132

31.08.2009

31.08.2008

31.08.2007

31.08.2006

31.08.2005

Net income attributable to the shareholders of SinnerSchrader AG Net income per share1) Shares outstanding1) Cash flows from operating activities Employees, full-time equivalents

Liquid funds and securities

€ 000s

7,988

9,075

10,450

10,005

10,570

Shareholders’ equity

€ 000s

12,534

12,971

12,548

11,531

10,334

€ 000s

20,342

19,731

16,770

15,067

13,746

number

279

241

152

143

130

Balance sheet total Employees, end of period Weighted average shares outstanding

SinnerSchrader Aktiengesellschaft Vรถlckersstraร e 38 22765 Hamburg Germany www.sinnerschrader.de