Christoph Tonini, CEO Tamedia. Friday, 22 December 2017

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2 Christoph Tonini, CEO Tamedia 2 Friday, 22 December 2017

3 An opportunity for the Swiss advertising and media market 3 Tamedia and the Goldbach Group have come to an agreement regarding a take-over bid This morning, Tamedia issued a preliminary announcement of a public tender offer for the Goldbach Group AG at CHF per share Together, Tamedia and Goldbach are planning to further expand the position in the Swiss advertising market and advance their business abroad Goldbach is expected to continue operating as an independent company in the market Michi Frank will remain CEO of Goldbach. He will become a member of the Management Board of Tamedia and continue to oversee Goldbach with the current management team Particularly in the digital field and in the two neighbouring countries Austria and Germany, we are planning to continue our path to growth that both companies are pursuing

4 Jens Alder, Chairman of Goldbach Group AG 4 Friday, 22 December 2017

5 Progress in operations are reflected in the stock price 5 Price performance of the shares of the Goldbach Group vs. SMI (2014 YTD 2017)

6 Jens Alder, Chairman of Goldbach Group AG 6 Friday, 22 December 2017

7 Christoph Tonini, CEO Tamedia 7 Friday, 22 December 2017

8 Cornerstones of the two companies 8 Arrangement of advertisements in private electronic media The core business involves the planning, consultation, creation, design, purchase 350 employees Overview, classification and selection by means of digital platforms, daily and weekly newspapers Leading in Switzerland in the fields of classifieds and media 3,400 employees Operating in Switzerland, Germany and Austria Operating in Switzerland, Germany, Austria, Denmark, France, Israel, Luxembourg and Serbia

9 The products of Goldbach and Tamedia are a perfect match 9

10 10 The start of a successful partnership in video marketing in March 2017 Net video sales by April 2016 and % Newsnet 20 Minuten Jan.-16 Febr.-16 März-16 Apr.-16 Jan.-17 Febr.-17 März-17 Apr.-17

11 11 The Goldbach Group will act as an additional Division Goldbach Group Advertising & Commuter Media Paid Media Classifieds & Marketplaces Technology & Ventures Publishing Services Finances & Human Resources The Goldbach Group matches the Tamedia strategy both due to its origin in Switzerland and its activities in TV marketing After a potential take-over, Goldbach will act as an independent brand and a separate Division within Tamedia

12 Michi Frank will become a member of the Management Board of Tamedia 12 Christoph Tonini CEO Tamedia Christoph Brand Classifieds & Marketplaces Samuel Hügli Technology & Ventures Raoul Gerber Deputy CEO/COO Goldbach Group Andreas Schaffner Publishing Services Michi Frank CEO Goldbach Group Lukas Leuenberger CFO Goldbach Group Sandro Macciacchini Finances & Human Resources Serge Reymond Paid Media & User Market Marcel Kohler Advertising & Commuter Media Roland Wittmann CSO Goldbach Group

13 13 Complete advertising services from one source Digital Out of Home Mobile Online Radio TV Newspapers Magazines

14 Strengthening the position in international competition 14 Google >90 percent* + Facebook >80 percent* 74% Admeira 67% NZZ-Netz 33% Swiss networks according to Unique User per month (UUpM) in thousands (000) and monthly coverage in Switzerland in percent (%) from NET-Metrix-Profile ; *estimate

15 Investments in more Swiss programme contents are conceivable 15 Joint examination of investments in Swiss programme contents

16 16 Higher EBITDA and EBIT margin in net presentation Pro forma consolidated income statement 2016 (in CHF million) Conversion from previous gross report to net presentation increase in operating income by CHF 98 million Additional EBITDA CHF 33 million (after deduction of expenses IAS 19 of CHF 1 million CHF acc. to. DD report) Increase EBITDA margin from 20% to 21.2% 804 Depreciation from the take-over of Goldbach increasing by CHF 14 million EBIT margin increasing from 11.3% to 11.8% Incl. decline in value of CHF 11 million TA GB Operating income TA GB IAS 19* EBITDA TA GB PPA EBIT Operating income Operating exp. Depreciation Total pro forma Source: Finances * according to due diligence- report

17 The scheduled public take-over is expected to be completed by April Preliminary announcement 22 December 2017 Publication of the take-over bid early February 2018 (term for acceptance : min. 20 trading days) End of February: Provisional interim result Grace period Take-over: expected by April 2018 Examination by the Federal Competition Commission expected to be completed by end of February/ early March 2018 (assuming no in-depth examination) Delisting will take up to 12 months

18 Joint investment in the future of advertising products 18 After the merger, Goldbach and Tamedia will be in an even better position to identify trends quickly and develop new technologies and advertising forms fast and efficiently The complementary inventory of Goldbach and Tamedia offers attractive brands in TV, print, online and radio and therefore it is ideal to provide clients with cross-media products from one source in the future Jointly expand the competitive position, create cross-media advertising products, develop an advertising platform with attractive brands in TV, print, online and radio and expand the out-of-home segment

19 Michi Frank, CEO Goldbach Group AG 19 Friday, 22 December 2017

20 Goldbach is focused and ready for a partnership 20

21 Goldbach s operational performance is reflected in the figures; the right partnership at the right time 21 Sales performance in CHF million Change in EBITDA in CHF million CAGR +2.1% *+4.9% EBITDA margin 5.2 % EBITDA margin 5.2 % EBITDA margin 5.7 % EBITDA margin 6.9 % Adjusted growth from continuing operations/ financial development (six months )

22 22 The way we envision our shared future Goal Tamedia and Goldbach intend to jointly expand their position in the Swiss advertising market and advance their business abroad in the German-speaking region What does this mean? With the strategic partnership we want to offer new options to the clients of Goldbach Consumers can be addressed by a cross-media approach With Tamedia Goldbach is gaining much third-party media inventory Clients in Switzerland can be serviced with a comprehensive strategy We will move forward with the DACH strategy in ad sales and marketing services

23 23 Goldbach s operations will continue to remain independent and receive additional prospects The most successful media company with the greatest reach in print and the digital reach in all of Switzerland is merging with the largest and most successful marketing company of TV and digital video in the Swiss market Goldbach and Tamedia are complementing each other; they are a perfect fit The partnership is primarily about the clients, the future success in the market At the same time, it also offers many interesting prospects The partnership with Tamedia is designed to continue the successful work of the past years at all locations Tamedia agrees to let Goldbach and its subsidiaries and investments continue as an independent group under the current name and with the current brands at the company s current headquarters The answer is : Variety under one roof.

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26 Based on the figures of 2016, the purchase price allocation assumes a value of CHF 311 million for the intangible assets 26 Pro forma consolidated balance sheet as of (in CHF million)* UV AV Int. assets FK EK 131 IAS Deferred taxes Goodwill Total 665 Reserves Minority shares Total Tamedia Goldbach PPA Assets Tamedia Goldbach PPA Liabilities Source: Finances * Balance sheet as of cut-off date not yet available, therefore use of balance sheet as of