ERS: SinnerSchrader AG / Jahresbericht 2009

AnnuAl report 2009/2010

SinnerSchrader 2009/2010 06 Letter to the Shareholders 20 The Share 26 Corporate Governance at SinnerSchrader 30 Report of the Supervisory Board Joint Status Report of SinnerSchrader AG 43 General 44 Group Business and Structure 48 Market and Competitive Environment 54 Business Development and Group Situation 76 Development and Situation of SinnerSchrader AG 79 Corporate Governance Declaration and Explanation of Compensation System for the Company Boards 84 Takeover Information Pursuant to Article 289 Para. 4 and Article 315 Para. 4 of the German Commercial Code 86 Risks and Opportunities of Future Business Development 92 Major Events after the Balance Sheet Date 92 Forecast Consolidated Financial Statements of SinnerSchrader AG 104 Consolidated Balance Sheets 106 Consolidated Statements of Operations 107 Consolidated Statements of Comprehensive Income 108 Consolidated Statements of Shareholders’ Equity 110 Consolidated Statements of Cash Flows 112 Notes 170 Auditors’ Opinion Annual Financial Statements of SinnerSchrader AG 174 Balance Sheets of SinnerSchrader AG 176 Statements of Operations of SinnerSchrader AG 178 Notes of SinnerSchrader AG 204 Auditors’ Opinion 205 Responsibility Statement 206 Events & Contact

Key figures of the sinnerschrader group 2009/2010 2008/2009 ChangeNet revenues € 000s 23,935 20,936 14 %EBITA € 000s 2,185 1,441 52 %Relation of EBITA to net revenues (operating margin) % 9.1 6.9 32 %Net income attributable to the shareholders of SinnerSchrader AG € 000s 1,103 1,231 -10 %Net income per share1) € 0.10 0.11 -11 %Cash flows from operating activities € 000s 2,343 2,229 5 %Employees, full-time equivalents number 271 244 11 % 31.08.2010 31.08.2009 ChangeLiquid funds and securities € 000s 8,290 7,988 4 %Shareholders’ equity € 000s 12,576 12,534 0 %Shareholders’ equity rate % 60 62 -3 %Employees, end of period number 305 279 9 %

> THE INTERNET HAS CHANGED OUR WORLD FUNDAMENTALLY. IT HAS BECOME CENTRAL TO THE LIVES OF A WHOLE GENERATION.NOWADAYS RELATIONSHIPS BETWEEN PEOPLE, BRANDS, AND ENTERPRISES COME INTO BEING ONLINE.WE ARE THE AGENCY FOR THE DIGITAL AGE.DISCOVER SINNERSCHRADER. |

CREATING4 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 KAPITEL RADICALRELATIONSHIPS

5 SINNERSCHRADER GESCHäFTSBERICHT 2009 | 2010 KAPITEL

01dear shareholders,“the MarKeting of toMorrow will be digital”, truMpeted the title pageof “werben & VerKaufen”, the trade journal of the gerMan adVertis-ing and MarKeting industry, at the start of 2010. this confirMs the casethat we Made in this letter a year ago:the digital or interactiVe age has becoMe reality in MarKeting and sales.

07 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 SINNERSCHRADER 2009 | 2010 | LETTER TO THE SHAREHOLDERSThe Internet is in fact penetrating the lives of a steadily rising number of people to a depth and diversity that the so-called classic media of television, newspapers and poster advertising are simply not capable of. The net has not only conquered the PC and the notebook, but mobile terminal devices such as smartphones and, since this April, the iPad ensure that the Internet is now spreading ubiquitously in everyday life – whether on the road or at home on the sofa – where the classic media have still dominated to date. Marketing and advertising are following this development.So it is hardly surprising that• the most recent forecast of the Circle of Online Marketers in the German Association for the Digital Economy predicts gross Internet advertising expenditure in Germany of almost 20 % in 2010 and that the Internet will thus soon take the place of the newspapers as the second most important advertising medium after television,• as early as 2009 the online share of total German distance trade had crossed the 50 % threshold and the German E-commerce and Distance Selling Trade Association is expecting an online share of almost 58 % for 2010,• digital forms of marketing and sales are now drivers of change even in sectors such as grocery shopping, which are less online- compatible – this can be seen from Amazon’s entry into online grocery selling in Germany as well as in announcements of online activities by key players from the industry in the summer of 2010 – and• at the beginning of July 2010 the founders of one of the most reputable classic agencies in Germany, Jung von Matt, placed the management of their advertising agency in the hands of a declared expert in digital marketing.The tailwind from the continuing digitisation of marketing and advertising for the development of agencies specialising in this field, such as SinnerSchrader, undoubtedly strengthened again in the 2009/2010 financial year.Added to this is the fact that the German economy recovered from the deep recession triggered by the worldwide financial crisis with a dynamism that hardly anyone expected. According to figures from the Federal Statistical Office, the German economy grew by 4.1 % in the second calendar quarter of 2010 measured in terms of the price-adjusted gross domestic product. In the opinion of many experts, the economic recovery is also being driven by domestic demand, with the result that the German retail industry currently assesses its business position to be more positive than at any time in the last seventeen years, according to the ifo economic test.

08 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 SINNERSCHRADER 2009 | 2010 | LETTER TO THE SHAREHOLDERSSupported by these two positive trends, SinnerSchrader developed well in the 2009/2010 financial year from 1 September 2009 to 31 August 2010. The ambitious growth objectives for 2009/2010 were implemented and the EBITA, the operative performance indicator in the SinnerSchrader Group, actually exceeded plans.With a rise in net revenue of 14.3 %, SinnerSchrader grew stronger in 2009/2010 than in the 2008/2009 financial year, as predicted a year ago. The lion’s share of the growth in revenue of € 3 million to € 23.9 million was earned organically. In the previous year more than half of the revenue rise of € 2.6 was due to consolidation.The acquisition of new customers was the key driver of the revenue development. SinnerSchrader earned around 11.3 % of the total net revenue or € 2.7 million in the first quarter of 2009/2010 with customers with which it had not had customer relations in previous years. The new names on the SinnerSchrader Group customer list include the Gucci Group, s.Oliver, the duty-free shop operator Heinemann, babywalz and Bosch. SinnerSchrader also acquired significant customers from the insurance industry for the first time.In parallel with the expansion of the business volume, the operating margin improved by a good 2.2 percentage points to 9.1 %, meaning that the operating result (EBITA) rose by 52 % to € 2.2 million in 2009/2010. The original plans were surpassed by around 10 %.The start-up of the business activities in adserving and e-commerce outsourcing, which were commenced in the previous year, cost another € 1.25 million, as planned. In both areas, total revenue of € 1.4 has been earned and the first tangible synergies have been realised with regular agency and media business. Without the start-up losses, EBITA would have been € 3.45 million and the operating margin of 14.4 % would have been close to our medium-term goal margin of 15 %.But what must be emphasised above all is that the dynamism of the operative development in the 2009/2010 financial year rose from quarter to quarter. This means that we have been able to end the financial year with a record quarter, with demand that had not been seen since the first boom phase of the Internet in 1999/2000. In the end, net revenue for the fourth quarter was € 6.8 million and EBITA was € 1.1 million. With an incoming order boost of 37 % in the Interactive Marketing segment and revenue growth of 27 % at a new customer rate of almost 23 %, we have established a good starting basis for the current 2010/2011 financial year.

14.3%INCREASE IN NET REVENUES IN THE 2009/2010 FINANCIAL YEAR

10 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 SINNERSCHRADER 2009 | 2010 | LETTER TO THE SHAREHOLDERSThese figures are a second important confirmation for us: SinnerSchrader is not only in the right position strategically, it is constantly attracting customers with its performance. To do this in digital marketing requires the ability to continually bring together knowledge about the interactive consumer, creative ideas and technical possibilities in such a way that not only provides the customer with a new online platform, a shop or a campaign site, but with performance towards its business goals: higher conversion rates, greater customer loyalty, greater brand awareness, quicker revenue growth, more efficient shop management, bigger shopping baskets, lower returns rates, etc.Successful examples of this are three of the many projects of the 2009/2010 financial year in this Annual Report – naturally all avail-able 24 hours a day on the Internet:• for mirapodo we have created a shoe shopping platform that sets standards and creates competitive advantages with intelligent technology, for example, with the shoe compass. Self-learning algorithms compare the foot profiles of all customers and help them to find the right shoes. Customers are pleased and it helps to reduce the number of returns.• REWE turned completely to the Internet for the launch of the “Feine Welt” premium brand and commissioned SinnerSchrader with the conception and implementation of the website. The interactive consumer is taken on an “Pleasure Expedition” – and REWE is enjoying the success of the brand launch.• We supported TUIfly in the radical change of its business model. SinnerSchrader has developed the website of an airline into the TUIfly.com flight & travel portal that attracts people with its transparency and user friendliness and also helps to bring friends together with Facebook integration. TUIfly is thus more successful than ever before.In the study “US Interactive Agencies – Strategy And Execution” published in the third calendar quarter of 2009, Forrester Research analysed US digital agencies and came to the conclusion: “They [the digital agencies] will begin to join traditional agencies at the head of the agency table and, in some cases, completely supplant them as the lead agency partner driving marketing and business strategy through the intersection of communication and technology.”

11 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 SINNERSCHRADER 2009 | 2010 | LETTER TO THE SHAREHOLDERSDevelopments in the 2009/2010 financial year, which has just come to an end, strengthen our conviction that new leading agencies will emerge in Germany too, driven by digitisation in the marketing and advertising sector, and that SinnerSchrader has what it takes to be one of these lead agencies of the digital age.To succeed in this, we must seize the current growth opportunities in our regular business and continue the expansion of our port-folio of services, which we have already started. For example, in the 2010/2011 financial year, we want to significantly strengthen skills and visibility in the Interactive Marketing segment and we will launch a performance network under the brand “mementoo” in the Interactive Media segment.One of the key challenges will be developing the organisation in such a way that it will permanently stand up to the rising demands made of it and be capable of winning and keeping the best minds in the increasing competition for talent.The chances of achieving this are currently much higher than in many years in the past. We are therefore expecting growth in net revenue and the operative result of 15 % to 20 % for the 2010/2011 financial year.This will then once again lead to a rise in consolidated income, which had fallen slightly in the 2009/2010 financial year because of the temporary amortisation charges for acquisitions, lower income opportunities from investing liquidity and a normalisation of the tax situation.We want you, our shareholders, to continue to participate in the earnings achieved at a high ratio. Because of the positive business expectations we therefore propose an unchanged dividend of € 0.08 per share for 2009/2010 and assume that we will be able to increase it for the current 2010/2011 financial year.Hamburg, 8 November 2010The Management Board

12 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 KAPITEL INTERACTIVE sinnerschraderGROUP MARKETING spot-media INTERACTIVE mediaby MEDIA newtention INTERACTIVE next commerce COMMERCE

13 We are convinced that the Internet will change the world of SINNERSCHRADER GESCHäFTSBERICHT 2009 | 2010 E-commerce marketing and sales just as much as the classic media once did. KAPITELMarketing platforms The paradigm change in the digital age towards interaction with Applications customers needs a new type of agency.Online shops Since our launch in 1996 our roots have been in projects for E-dialogue and social media pioneers in German e-commerce, such as Intershop, buecher.Maintenance de and ricardo.de. Performance marketing Today more than 300 online specialists with a broad range of digital services work for us, performing services for many well-known companies from the most varied sectors, such as Deutsche Bank, REWE, Gucci Group, Tchibo or TUI, who are Profiling and targeting technology resolutely moving into the digital age with SinnerSchrader. We see ourselves as a facilitator between what can already be done today and the opportunities of the future. We bring both E-commerce outsourcing of these aspects together once a year at the next conference in May. The next conference is the leading European conference on digital trends and innovations and has been organised by SinnerSchrader since 2006. We are proud that every day millions of people use the websites that we have planned, designed, and implemented and that we look after and optimise around the clock 365 days a year. That is where consumers experience brands and companies. And they interact with them. They buy clothing, book flights, and journeys, open an account, conclude mobile phone contracts, assess products, and tell others what they think.

14 FOR MIRAPODOSINNERSCHRADER ANNUAL REPORT 2009 | 2010 KAPITEL

16 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 KAPITEL

17 SINNERSCHRADER GESCHäFTSBERICHT 2009 | 2010 KAPITEL... SHOWS TRUE GREATNESS!

0220 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 SINNERSCHRADER 2009 | 2010THE SINNERSCHRADER SHARE 514190sinnerschrader share price perforMance 2009/2010 (indeX-linKed)Xetra closing prices in % +/– coMpared to price on 29.08.2008 (= 100 %) 40 % 251,950 shares 0%– 20 % 09/09 10/09 11/09 12/09 01/10 02/10

21 Share price performance Data 2009/2010 1) Volume SINNERSCHRADER ANNUAL REPORT 2009 | 2010 Data for 2009/2010 1) SINNERSCHRADER 2009 | 2010 Price on 31.08.2009 € 1.69 In % of price on 31.08.2009 +18.9 % Average volume per day Price on 31.08.2010 € 1.93 Peak price € 2.34 in number of shares 17,575 Price performance in 2008/2009 € 0.24 Lowest price € 1.60 Average volume per day in € € 34,327 In % of price on 29.08.2008 +14.2 % Shares outstanding as Peak daily volume Dividend on 17.12.2009 € 0.08 at 31.08.2010 11,181,819 in number of shares 251,950 Total performance in 2008/2009 € 0.32 Market capitalisation as Peak daily volume in € € 503,900 at 31.08.2009 € 21.6 million In all relevant stock exchanges 1) 1) In relation to Xetra prices SinnerSchrader DAX DAXsector Software DAXsubsector It Services technology All Share03/10 04/10 05/10 06/10 07/10 08/10

22 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 SINNERSCHRADER 2009 | 2010 | THE SHAREstocK MarKetPrices on the German stock market recovered on a wide scale The broader market indices to which the SinnerSchrader share in the course of the SinnerSchrader 2009/2010 financial year belongs – CDAX, Prime All Share, Technology All Share, and after declining for the two previous financial years as a result the DAXsector Software index – also experienced single-digit of the global financial and economic crisis. The stock market growth rates from the end of August 2009 to the end of August in Germany reached its lowest point in March 2009. While the 2010. Like the DAX, these indices were up to 10 % lower on economy as a whole did not bottom out until the second calen- 31 August 2010 than on 29 August 2008 and up to 25 % lower dar quarter of 2009, the expectation that the recession would than on 31 August 2007.soon end meant that share prices began to recoup some of their considerable losses at the start of SinnerSchrader’s 2009/2010 As was the case in the 2008/2009 financial year, the DAXsub-financial year. Since this expectation was met and the economy sector IT Services index performed better than the other indices picked up in the third calendar quarter of 2009 and subsequently in 2009/2010. From August 2009 to August 2010, this index gathered momentum, the stock market continued to gain rose by 29 % and, as of the report date, it was 47 % above the ground from September 2009 to August 2010. value of 29 August 2008 and 46 % above the value of 31 August 2007. This index also covers all German digital agencies listed The DAX, the lead index for the German stock market, closed on the stock market.at 5464.61 points on 31 August 2009 but rose 8.4 % to close at 5925.22 on 31 August 2010. In this period, phases of great In addition to the indices already mentioned, SinnerSchrader economic optimism, during which the DAX climbed to a high of is listed in the German entrepreneurial index, the GEX. In 6351.60 points, alternated with phases of uncertainty about the 2009/2010, this index performed as strongly as the DAXsubsector potential economic consequences of the public debts of many IT Services index, rising by 24 %. Compared with the past two European countries, during which the DAX fell to a low of and three years, however, even the GEX decreased along with 5301.42 points. Despite a significant rise in the course of Sinner- the other indices. Schrader’s 2009/2010 financial year, the DAX fell short of its closing value on 29 August 2008 of 6422.30 points and on 31 August 2007 of 7638.17 points.

23 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 SINNERSCHRADER 2009 | 2010 | THE SHAREKey share figuresGerman Securities Code no. (WKN) 514190ISIN DE00005141907Symbol SZZReuters symbol SZZG.DEBloomberg symbol SZZ.GRSegment Regulated market/Prime StandardStock exchanges Xetra, Frankfurt am Main, Hamburg, Stuttgart, Munich, Düsseldorf, BerlinIndices DAXsector Software, DAXsubsector IT-Services, GEX, CDAX, Prime All Share, Technology All ShareDesignated Sponsor Close Brothers Seydler Bank AGAnalysts Tim Kruse, Warburg ResearchIssued shares 11,542,764Outstanding shares 11,181,819the sinnerschrader shareThe performance of the SinnerSchrader share was once again As in the previous financial year, the SinnerSchrader share did closely aligned with the DAXsubsector IT Services index in the not quite match the performance of the IT Services subsector 2009/2010 financial year. The share price rose by € 0.24 in the index, but it was able to considerably surpass the performance period from 1 September 2009 to 31 August 2010, and this of the other indices, with the exception of the GEX. Taking into increase together with the dividend payment of € 0.08 on account the dividend payment and its reinvestment on the day 17 December 2009 resulted in an overall performance of around of payment, the performance of the SinnerSchrader share as 19 % for the SinnerSchrader share.

24 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 SINNERSCHRADER 2009 | 2010 | THE SHAREof 31 August 2010 amounted to nearly 29 % compared to two shareholder structureyears ago and 43 % compared to three years ago. To the best of the Company’s knowledge, the shareholder struc-In February 2010, the SinnerSchrader share reached a high of ture of SinnerSchrader AG remained stable in the 2009/2010 € 2.41 for the 2009/2010 financial year in the Xetra trading financial year. SinnerSchrader AG received no mandatory notifi-system of the German stock exchange. Fantasies triggered by cations pursuant to Article 21 of the German Securities Trading the ad serving and e-commerce outsourcing business fields Act in 2009/2010.launched in the last financial year prompted a great deal of inter-est in the share. This can also be seen in the average daily trad-ing volumes which rose from 11,576 shares in the year before to ShAreholDer Structure17,575 in 2009/2010. On five trading days, the trading volume ON 31 AUGUST 20101)of the SinnerSchrader share on all exchanges was over 100,000 shares, and it was over 50,000 on 13 other trading days. 32.2 % 51.2 % 3.1 % Matthias Schrader, Oliver Sinner, Free float Treasury stock and families With regard to share performance, SinnerSchrader is in a good position compared to other digital agencies listed on the stock market.The SinnerSchrader share performed well both in comparison to the market and in comparison to other listed interactive 3.1 %agencies. In the one-, two-, and three-year periods from the end Pre-IPO shareholding employees 10.4 % of SinnerSchrader 2) Strategic investorof August of the respective year to 31 August 2010, the overall performance of the SinnerSchrader share far surpassed that of Syzygy AG and Pixelpark AG. 1) To the best of Company’s knowledge 2) If Board or consortium member

25 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 SINNERSCHRADER 2009 | 2010 | THE SHAREThe proportion of shares received before or in connection with Since the 2005/2006 financial year, Warburg Research GmbH the stock market launch and held by the founders of the Sinner- (formerly SES Research GmbH), Hamburg, has regularly pub-Schrader Group and their families, the strategic investors who lished updated assessments of the SinnerSchrader figures and joined during the stock market launch in 1999, the Management information on the development of the SinnerSchrader share. Board, former and current employees and executives, and the Since April 2009, Close Brothers Seydler Bank AG has been the Company itself was still under 49 % as of 31 August 2010. designated sponsor of SinnerSchrader AG and has secured the liquidity of the SinnerSchrader share in the Xetra trading system Compared to the reference date in the previous year, the of the Frankfurt Stock Exchange.proportion of shares of treasury stock held by SinnerSchrader AG rose from 2.3 % to 3.1 % in the period from 15 April 2010 Confidence, transparency, and consistency are the guidelines to 31 August 2010 due to the buy-back of an additional 90,289 of investor relations work at SinnerSchrader, and investor shares. The number of shares of treasury stock thus amounted relations represent a major element of good and transparent to 360,945 as of 31 August 2010. 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 inVestor relations shareholders and interested parties on the share website at www.wkn514190.de or in the “Investors” section on the Sinner-SinnerSchrader AG continued its investor relations work in the Schrader website at www.sinnerschrader.de.2009/2010 financial year as usual. The focus was on an exten-sive 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 com-parable companies.

03CORPORATE GOVERNANCECorporate Governance comprises all the values, principles, declaration of coMplianceand rules governing corporate management and control. Since 2002, the Government Commission on the German Corporate The Management Board and Supervisory Board of Sinner-Governance Code has published principles and standards Schrader AG are committed to the principles in the German which characterise good, responsible Corporate Governance, Corporate Governance Code which aim at good, transparent, and all German companies listed on the stock exchange must value-oriented corporate management, and they welcome the declare their compliance with these principles each year. Since development of Corporate Governance in Germany.its creation, the Code has been continually modified on the basis of current knowledge and requirements. The present On 16 December 2009, the Supervisory Board and Management version is from 26 May 2010. Board of SinnerSchrader AG submitted the declaration of compliance based on the version of the German Corporate Gov- ernance Code from 18 June 2009 in accordance with Article 161 of the German Stock Corporation Act. This declaration is reprinted as part of the declaration on company management in Section 6.1 of the Consolidated Status Report and Group Status Report on page 79 of this Annual Report and is permanently available to all shareholders and other interested parties

27 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 SINNERSCHRADER 2009 | 2010on the www.wkn514190.de website or in the “Investors” section Board, Matthias Schrader, for a further five years until 31 Decem-under “Corporate Governance” on the www.sinnerschrader. ber 2015. The Chief Financial Officer, Thomas Dyckhoff, has de website, together with the current version of the Code. The been appointed until 31 December 2012. Conflicts of interest declaration confirms that, with just a few exceptions, Sinner- according to Section 4.3 of the German Corporate Governance Schrader complied with the recommendations of the German Code did not arise in the 2009/2010 financial year.Corporate Governance Code. The Supervisory Board monitors the Management Board and ad-In December 2010, the Management Board and Supervisory vises it on the management of the Company. The key tasks of the Board will renew this annual declaration on the basis of the cur- Supervisory Board include acting as the representative of Sinner-rent version of the Code from 26 May 2010. In this meeting, the Schrader AG to the Management Board, appointing members of Supervisory Board will also discuss the goals for its composition the Management Board, establishing the compensation for these required under Section 5.4.1 of the new version. 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 effective-coMpany boards ness of the risk management system, commissioning the financial auditors and monitoring the financial audit, approving the Annual The management board of a stock corporation is appointed Financial Statements and Consolidated Financial Statements, by the supervisory board and is independently responsible for and making decisions regarding the business transactions of the managing the enterprise. It carries out business following the Management Board which require approval under the law, the law, the statutes of the company, and the rules of procedure Statutes of the Company, or the rules of procedure.decreed by the supervisory board for the management board. Under these rules, the management board is required to seek The Supervisory Board of SinnerSchrader AG consists of three approval from the supervisory board prior to undertaking certain members elected by the Annual General Meeting. The Super-business transactions. visory Board currently comprises Mr Dieter Heyde, Chairman, Prof. Dr Cyrus D. Khazaeli, Deputy Chairman, and Mr Philip W. The Management Board of SinnerSchrader AG still consists Seitz. All Supervisory Board members are appointed until the end of two members. On 8 November 2010 the Supervisory Board of the Annual General Meeting, which decides on discharging extended the appointment of the Chairman of the Management the Supervisory Board for the 2012/2013 financial year.

28 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 SINNERSCHRADER 2009 | 2010Conflicts of interest according to Section 5.5 of the German shares held by board MeMbersCorporate Governance Code did not arise in the 2009/2010 financial year. SinnerSchrader AG has no direct or indirect An overview on page 203 of this financial report provides infor-business relationships with members of the Supervisory Board. mation on the SinnerSchrader shares and derivatives based on In particular, there are no consultancy or other service or work SinnerSchrader shares held by members of the Supervisory contracts between the AG and individual members of the Board and Management Board as of 31 August 2010 as well Supervisory Board. as any changes to these in the 2009/2010 financial year. As of 31 August 2010, the shares held by the Management Board comprised around 21.9 % of the shares issued by Sinner-coMpensation report for the Manage- Schrader. The Supervisory Board still did not hold any Sinner-Ment board and superVisory board Schrader shares as of 31 August 2010.In accordance with the German Management Board Compensa-tion Disclosure Act, detailed information on the compensation of directors’ dealingsthe Board members can be found in Section 6.2 on page 82 of the Consolidated Status Report and the Group status Report as According to Article 15a of the German Securities Trading Act, well as in the Notes to the Annual Financial Statements of Sinner- the Board members, other individuals in management positions, Schrader AG which are reproduced from page 190 of this Annual and persons closely connected to the Board members or Report. The current stock option plans are also explained there individuals in management positions are obliged to disclose the and in the Notes to the Consolidated Financial Statements. purchase or sale of SinnerSchrader shares or derivatives related to these shares to SinnerSchrader AG if their equivalent value There were no changes to the compensation agreement for the during the year exceeds a total of € 5,000. SinnerSchrader AG Board members of the AG in the 2009/2010 financial year. After did not receive any notifications of this kind in the 2009/2010 amendment of the regulations in the German Stock Corporation financial year.Act of 1 July 2010 in this regard, the excess for the D&O liability insurance for the Management Board members was raised from the current level to the level prescribed under Article 93 para. 2 sentence 3 of the German Stock Corporation Act.

29 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 SINNERSCHRADER 2009 | 2010accounting principlesFollowing 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 for this task by the Annual General Meeting on 16 December 2009.

04REPORT OF THE SUPERVISORY BOARD FOR THE 2009/2010 FINANCIAL YEARIn the 2009/2010 financial year, the Supervisory Board has business conduct of the Management Board, and advised the once again intensively monitored the business development Management Board on the management of the Company. The of SinnerSchrader Aktiengesellschaft and its subsidiaries. In yardsticks for monitoring were the legality, correctness, practicality doing so, it cooperated with the Management Board openly and and efficiency of the Management Board’s actions. In view of in a spirit of trust. At regular Supervisory Board meetings, in the continuing small number of its members, the Supervisory monthly reports, and through written, telephone, and personal Board decided not to form any committees and performed all exchanges, the Management Board kept the Supervisory Board of its tasks in the body as a whole.informed of business developments and the current situation, strategic development, risk management, and important busi-ness incidents and investment plans. The Management Board superVisory board Meetingspromptly included the Supervisory Board in business transac-tions and decisions which were significant to the Company or The Supervisory Board met for seven ordinary meetings on the Group. On this basis, the Supervisory Board discharged 2 September 2009, 3 November 2009, 16 December 2009, its duties as required by law and the Statutes, supervised the 25 February 2010, 13 April 2010, 9 July 2010, and 27 August 2010.

31 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 SINNERSCHRADER 2009 | 2010 | REPORT OF THE SUPERVISORY BOARD The Supervisory Board held additional telephone conferences Furthermore, the Supervisory Board’s individual meetings on 31 March 2010, 11 May 2010 and 1 June 2010. All of the essentially dealt with the following issues:members of the Supervisory Board took part in the ordinary meetings and the telephone conferences. The meetings all took • In the meeting on 2 September 2009, the plans for the place in the presence of the Management Board; if necessary, 2009/2010 financial year and the dividend policy with respect the Supervisory Board consulted in a meeting without the pres- to the dividend payment for the 2008/2009 financial year were ence of the Management Board before dealing with individual discussed and adopted.agenda items. Furthermore, on 16 October 2009 the Chairman • In its meeting on 3 November 2009, the Supervisory Board of the Supervisory Board, at the request of the Supervisory dealt extensively with the Consolidated Financial Statements Board, obtained information on the focuses and the status of and Annual Financial Statements as well as the Consolidated the audit of the company’s Annual Financial Statements and the Status Report and Group Status Report of SinnerSchrader Consolidated Financial Statements for the 2008/2009 financial Aktiengesellschaft for the 2008/2009 financial year and ap-year in talks with the auditors. proved both sets of statements. Furthermore, the Supervisory Board dealt with the company’s risk management system and In all ordinary meetings and in the telephone conference on discussed the proposal for the appropriation of profits to pay 1 June 2010 the Supervisory Board dealt extensively, on the basis a dividend of € 0.08 per share from the balance sheet profit of the current monthly report, with the course of business and of the 2008/2009 financial year and agreed to the proposal the situation of the Group up to or on the relevant date, with the after inspecting and evaluating it themselves. Moreover, the forthcoming quarterly report where appropriate and an updated Supervisory Board decided to propose Mr Philip W. Seitz to revenue and profit forecast for the current financial year. In the the Annual General Meeting as successor to Prof. Dr Reinhard meeting on 2 September 2009 the discussions in this respect still Pöllath for election to the company’s Supervisory Board, and concerned the 2008/2009 financial year, the later ones referred also agreed to the draft agenda for the 2008/2009 Annual to 2009/2010. One focus of the discussions was developments General Meeting.in the Interactive Media and Interactive Commerce segments, in the expansion or consolidation of which the Group had invested in the 2008/2009 financial year.

32 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 SINNERSCHRADER 2009 | 2010 | REPORT OF THE SUPERVISORY BOARD• On 16 December 2009 the Supervisory Board met after the • At the meeting on 9 July 2010 the Supervisory Board focused Supervisory Board elections held at the Annual General Meeting on the strategic further development of the SinnerSchrader on the same day and also dealt with the Corporate Govern- Group and agreed to the spin-off of the Media division from ance Declaration 2009, options for expanding the service SinnerSchrader Deutschland GmbH into an independent portfolio in the Interactive Marketing segment, opportunities company, mediaby GmbH. for cooperation in the Interactive Commerce segment and • Finally, the main subject matter of the last Supervisory Board agreeing dates for the 2010 calendar year. meeting in the 2009/2010 financial year on 27 August 2010 • On 25 February, as well as discussing business developments, was to adopt the financial year plans of the Group, the seg- the Supervisory Board once again dealt with expanding servi- ments and the individual business units for the 2010/2011 ces in the Interactive Marketing segment and with opportun- financial year. ities for optimising the financial income in view of continuing low interest rates.• The telephone conference on 31 March 2010 was for the the boards approval in principle of a proposal for a customer project in the Interactive Commerce segment. At the end of the Annual General Meeting on 16 December • On 13 April 2010 the agenda included separate dealings with 2009 Professor Dr Reinhard Pöllath resigned from his post as progress reports from the Interactive Media and Interactive Member of the Supervisory Board. Professor Pöllath – member Commerce segments, inspecting the efficiency of the Super- of the company’s Supervisory Board since the founding of Sinner- visory Board’s work and cooperation with the Management Schrader AG in 1999 – was its Deputy Chairman from 1 June Board as well as a resumption of buying back shares. 2002 and has been the Chairman since 27 January 2006. Like no • The telephone conference on 11 May 2010 once again dealt other, Professor Pöllath has been committed to the founding and with project proposals from the Interactive Commerce segment. development of SinnerSchrader AG and the Group it manages. Through his work, he greatly helped SinnerSchrader AG become one of the leading digital agencies in Germany with the result that it is starting its second decade with the best growth prospects. The Supervisory Board would like to thank Professor Pöllath.

33 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 SINNERSCHRADER 2009 | 2010 | REPORT OF THE SUPERVISORY BOARDAfter the previous Supervisory Board had been discharged for corporate goVernancethe 2008/2009 financial year, the Annual General Meeting on 16 December 2009 elected Mr Philip W. Seitz, Hamburg, to the Dealing with Corporate Governance, especially with the German Supervisory Board to replace Professor Pöllath. In its constituting Corporate Governance Code in the currently valid version, is a meeting on the same day, the new Supervisory Board elected permanent part of the work of the Management Board and the Mr Dieter Heyde as its Chairman and Prof. Cyrus D. Khazaeli as Supervisory Board. The company makes every effort to ensure his Deputy. Mr Seitz was appointed to the Supervisory Board that it meets the requirements of good corporate governance as as an independent financial expert within the meaning of Article laid down in the Code as far as possible and that it implements 100 para. 5 of the German Stock Corporation Act. the required measures to do so.There were no changes to the composition of the Management On 16 December 2009, the Supervisory Board and the Manage-Board in the 2009/2010 financial year. The members of the ment Board submitted the Declaration of Conformity with the Management Board are still Mr Matthias Schrader as Chairman Corporate Governance Code, in its version of 18 June 2009, and Mr Thomas Dyckhoff as Finance Director. At the Annual which is required by Article 161 of the German Stock Corporation General Meeting on 16 December 2009 the Management Board Act and which documents general compliance with the courses was granted discharge for the 2008/2009 financial year. Within of action recommended by the Code. The Declaration is always the context of resolutions of 8 November 2010, the Supervisory accessible on the company’s website, www.sinnerschrader.de, Board extended the appointment of Mr Schrader for five years under “Investors”. Furthermore, the company’s Annual Report until 31 December 2015. The current appointment of Mr Dyck- also deals with this issue in the Corporate Governance Report hoff ends on 31 December 2012. and, for the first time in the 2009/2010 financial year, the Dec- laration on Company Management in the Consolidated Status Reports.

34 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 SINNERSCHRADER 2009 | 2010 | REPORT OF THE SUPERVISORY BOARDconsolidated accounts Statements, Consolidated Financial Statements, and Joint and annual report Status report in detail at its meeting on 3 November 2010 in the presence of the auditor and the Management Board. These The accounts and the Annual Financial Statements of Sinner- documents and the auditor’s reports had been made available Schrader AG as well as the Consolidated Financial Statements to the members of the Supervisory Board before the meeting.including the Joint Status Report of the Group and of Sinner-Schrader AG for the 2009/2010 financial year as at 31 August After discussion in the Supervisory Board meeting, the Super- 2010, drawn up pursuant to Article 315a para. 1 German visory Board had a further five days to study the extensive docu- Commercial Code according to the international accounting ments in detail. During a telephone conference on 8 November standards (IFRS), were audited by BDO AG Wirtschaftsprüfungs- 2010 the Supervisory Board, in the presence of the auditor and gesellschaft (formerly BDO Deutsche Warentreuhand Aktien- the Management Board, dealt conclusively with the company’s gesellschaft Wirtschaftsprüfungsgesellschaft), Hamburg, at the Annual Financial Statements, Consolidated Financial State-request of the Supervisory Board and have been given an un- ments and the Consolidated Status Report and Group Status qualified audit opinion. BDO AG was appointed auditor for the Report. The Supervisory Board did not have any objections and Annual and Consolidated Financial Statements by the Annual endorsed the auditor’s results. It approved the Consolidated Ac-General Meeting on 16 December 2009 upon the proposal of counts and the Annual Report on 8 November 2010. The Annual the Supervisory Board. The Supervisory Board has not identified Report has thus been adopted.any circumstances to doubt the impartiality of BDO AG. BDO AG had itself submitted a declaration of independence about the At the same time, the Supervisory Board approved the Man-proposal to the Annual General Meeting prior to the Supervisory agement Board’s suggestion to propose that a dividend in the Boards decision. amount of € 0.08 per individual share be paid from the accumulated income as of 31 August 2010 and that any accumulated Following a preliminary discussion between the auditor and the income remaining after the payment be carried forward to new Supervisory Board in a telephone conference on 20 October accounts. This proposal will be submitted for approval to the 2010, the Supervisory Board discussed the Annual Financial Annual General Meeting scheduled for 16 December 2010.

35 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 SINNERSCHRADER 2009 | 2010 | REPORT OF THE SUPERVISORY BOARDbusiness deVelopMent thanKsSinnerSchrader continued to develop positively in the 2009/2010 The Supervisory Board would like to thank the Management financial year. Thanks to many successful new customer ac- Board and all employees of the SinnerSchrader Group for their quisitions, but also thanks to positive effects from investments dedication in the 2009/2010 financial year. This dedication was made in the previous year in expanding the service portfolio, the most important reason for the success of the last financial there was a marked jump in revenue and profits in the fourth year and will also be the key foundation of the development of quarter in particular. This underlines that SinnerSchrader is in an SinnerSchrader in the future.outstanding position on the German market to continue to profit from the continuing change in marketing on the one hand and Hamburg, 8 November 2010the benevolent general economic conditions on the other. Dieter Heyde The task for the 2010/2011 financial year is to seize any oppor- Chairman of the Supervisory Boardtunities for growth that present themselves, whilst not ignoring the sustainability of the growth steps and the development of the organisation. The Supervisory Board will accompany and intensively support the Management Board in this respect.

36 FOR REWE FEINE WELTSINNERSCHRADER ANNUAL REPORT 2009 | 2010 KAPITEL

05JOINT STATUS REPORT OF SINNERSCHRADER AG

43 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORT01 general The following Status Report is the joint Consolidated Status The Status Report and the Group Status Report, particularly Report and Group Status Report of SinnerSchrader Aktiengesell- Section 10, contain statements and information aimed at the schaft (“SinnerSchrader AG” or “AG”) for the 2009/2010 finan- future. These can be recognised by the use of words such as cial year, which covered the period from 1 September 2009 to “expect”, “anticipate”, “forecast”, “intend”, “plan”, “strive”, 31 August 2010. In particular, it shows the development of the “estimate”, “become”, and “should”. Such forward-looking state- income, financial, and asset status of the SinnerSchrader Group ments are based on current knowledge, estimates, and assump- (“SinnerSchrader” or “Group”) and the AG in the 2009/2010 tions. They therefore entail a number of risks and uncertainties. financial year and addresses the key risks and opportunities and A variety of factors, many of which are outside SinnerSchrader’s the probable future development of business. Unless explicit sphere of influence, have an impact on business development reference is made to the AG, the statements refer to the Group. and its results. These factors mean that the actual future business development of SinnerSchrader or the AG and the actual The Consolidated Financial Statements for 2009/2010 were results achieved may differ significantly from the explicit or drawn up according to International Financial Reporting Stand- implicit information in the forward-looking statements. ards (“IFRS”). The 2009/2010 Annual Report of the AG follows German accounting regulations.

44 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORT 02 group business and structure2.1 Business Activities • the maintenance of content and technologies, performance measurements and optimisation, and technical operations, With more than 300 employees as of 31 August 2010, Sinner- including the provision of the technical infrastructure for web-Schrader is one of the largest independent digital agency sites and Internet applications,groups in Germany. SinnerSchrader offers companies in Ger- • the design and implementation of digital marketing and com-many and abroad a comprehensive range of services for using munication measures, particularly using e-mail and social digital technologies and further developing and optimising their networks,business. The emphasis is on the use of the Internet for the sale • the planning and execution of online advertising campaigns of goods and services (e-commerce), for marketing and com- with a focus on performance-driven display advertising munication, and for the acquisition and retention of customers. (“online media business”), • the provision of and performance measurements for advertising SinnerSchrader’s key services include: media (“ad serving”) with modern targeting and re-targeting features which comply with data protection regulations via • consultation related to and the development of strategies for a software-as-a-service model and based on an ad-serving using digital technologies for marketing, sales, and communi- solution developed in-house, and cation and for the establishment of digital business models, • acceptance of overall responsibility for the establishment • the customised conception, design, and technical develop- and management of sales channels on the Internet, including ment of websites, Internet applications, and mobile applications, logistics, payment transactions, and shop management (“e-commerce outsourcing”).

45 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORTSinnerSchrader provides its services from offices in Hamburg The online media business, which SinnerSchrader Deutschland and Frankfurt am Main and mainly works for companies based GmbH established in 1998 and successfully operated, was in Germany, though in the 2009/2010 financial year it also spun off in the 2009/2010 financial year to form an independent worked for well-known companies from Denmark, the UK, subsidiary of SinnerSchrader AG known as mediaby GmbH with France, Italy, and Morocco. the goal of significantly expanding online media activities with a focus on performance-driven display advertising. The spin-off One of SinnerSchrader’s goals is to establish long-term customer took effect retroactively from the start of the financial year on relationships, and some of its key customers have been part 1 September 2009.of the Group’s customer base for more than five or even ten years. Most of these customers are from the Retail & Consumer This spin-off followed the acquisition in the 2008/2009 financial Goods, Financial Services, Telecommunications & Technology, year of the newtention Group, consisting of newtention tech-and Transport & Tourism sectors. nologies GmbH and newtention services GmbH. The newtention Group develops ad serving technology under the “n7” brand, 2.2 Structure of the Group which offers the latest profiling, targeting, and re-targeting features in compliance with strict German data protection SinnerSchrader currently carries out its business from five standards. The newtention Group provides ad serving services operative companies: SinnerSchrader Deutschland GmbH, to advertising companies, online media agencies, and ad space spot-media AG, mediaby GmbH, newtention technologies providers from its own data centre via a software-as-a-service GmbH, and next commerce GmbH. model. The newtention Group has been consolidated since 1 December 2008 and was part of the Group for an entire SinnerSchrader Deutschland GmbH and its predecessors have financial year for the first time in 2009/2010.been part of the Group since the agency group was founded in 1996. It is the largest subsidiary, and under the “SinnerSchrader” spot-media AG and its subsidiary spot-media consulting brand it operates the Group’s digital agency business, which GmbH were acquired by SinnerSchrader AG in February 2008. primarily involves managing the complete digital sales and mar- The goal was to strengthen the Group with a second digital keting activities of large companies and international customers agency brand and expand its competence profile as regards with a focus on e-commerce.

46 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORT the maintenance of large online shops and portals, the develop- managing the liquidity reserves, and communicating with the ment and implementation of website projects for SME clients, capital market. SinnerSchrader AG also provides central infra-and the use of technologies such as PHP and TYPO3. spot- structure and administrative services for the subsidiaries.media AG has also broadened the Group’s spectrum of ser-vices, particularly in the fields of social media and newsletter For controlling and reporting purposes, SinnerSchrader struc-marketing. tures its operative business in the segments Interactive Marketing, Interactive Media, and Interactive Commerce. SinnerSchrader With the establishment of next commerce GmbH in May 2009, Deutschland GmbH and the spot-media Group form the Inter- SinnerSchrader has expanded its range of services to include active Marketing segment, while mediaby GmbH and the new-e-commerce outsourcing. On the basis of multi-year contracts, tention Group make up the Interactive Media segment, and next next commerce GmbH develops and manages online sales commerce GmbH covers the Interactive Commerce segment. channels for companies in return for a performance-based share The costs incurred by SinnerSchrader AG for the central provision of revenues. next commerce GmbH began operating its first of infrastructure and administrative services are transferred to online shop for a customer in the 2009/2010 financial year. the individual Group companies and thus to the operative segments. The costs for the strategic management and further In addition to the operative companies in Germany already development of the Group as well as financing and commu-mentioned, the Group still has the foreign subsidiaries Sinner- nicating with the capital market are borne by the AG and are Schrader UK Ltd. London, UK, and SinnerSchrader Benelux BV, reported outside the operative segments.Rotterdam, the Netherlands. They were once again operatively inactive in the 2009/2010 financial year. There are control agreements and profit and loss transfer agreements between SinnerSchrader AG and its subsidiaries in the SinnerSchrader AG acts as the managing holding company of Interactive Marketing and Interactive Commerce segments. The the Group and is responsible for the strategic control and further business development of these subsidiaries and their opportunities development of the Group, financing its operating business, and risks therefore have a direct effect on SinnerSchrader AG.

E-commerce INTERACTIVE sinnerschrader Marketing platformsGROUP MARKETING Applications Online shops spot-media E-dialogue and social media Maintenance Performance marketing INTERACTIVE mediaby MEDIA Profiling and targeting technology newtention E-commerce outsourcing INTERACTIVE next commerce COMMERCE

48 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORT 03 MarKet and coMpetitiVe enVironMentIn the previous financial year, the overall economic environment The ifo Business Climate Index highlights the positive atmos-for SinnerSchrader was shaped by the global financial crisis phere in the German economy in the 2009/2010 reporting period: and its severe negative effects on the real economy, as a result From July 2010, following another significant jump to more than of which economic performance in Germany as measured by 106 points, the barometer of German economic development the real gross domestic product fell by 6.8 % compared to the stayed at nearly the same level as its peak values in 2006 and previous year in the second calendar quarter of 2009. But the 2007. In September 2009, on the other hand, the Index was only trough of the recession had already passed by at the start of the at 91.3 points. According to the last available measurement, the 2009/2010 financial year on 1 September 2009. The German positive trend continued in October 2010, when the ifo Business economy was growing again, though according to the German Climate Index rose again compared to the previous month and Federal Statistical Office this growth was moderate until the reached 107.6 points.first calendar quarter of 2010, with price-adjusted, seasonally-adjusted, and calendar-adjusted growth rates of 0.3 % to 0.7 %. The remarkable aspect of this development is that, of the four industry and trade sectors whose business situation and In the second calendar quarter of 2010, however, the economy expectations are covered by the Index, retailing reached the picked up with a growth spurt of 2.2 % compared to previous highest level of the last five years. The situation for retailers quarter, which came as a surprise to many. Compared to the actually appears better than at any time since the retail boom second calendar quarter of 2009, the German economy grew by triggered by German reunification in the early 1990s.4.1 % as measured by the real gross domestic product. Accord-ing to the German Federal Statistical Office, foreign trade and Based on the figures for the second calendar quarter of 2010, investments played the largest part in this growth, but there was many experts now expect the German gross domestic product also noticeable growth impetus from private consumers. to grow by over 3 % on a broad economic basis in 2010. They

49 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORThave accordingly raised their growth forecasts for the year 2011 A similar picture can be seen in the online advertising market in to 2 % and higher. Over the entire year 2009, the real gross do- 2009. According to reports by Nielsen Media Research for Ger-mestic product declined by 4.7 % according to the latest figures many, overall gross advertising revenues for so-called above-from the German Federal Statistical Office. the-line media without traditional online advertising decreased by 0.2 %, while the traditional advertising market grew by nearly The statistics for 2009 show that the Internet sector was able 10 %. The Circle of Online Marketers (OVK) in the German to develop positively even during the greatest economic crisis Association for the Digital Economy (BVDW), which supplements in recent German history. The total expenditure for goods the Nielsen data with its own projections, announced in its purchased on or via the Internet rose in 2009 compared to 2008 Online Report 2010/01 that traditional online advertising (that by nearly 16 % to € 15.5 billion based on the figures from the is, without search engine and affiliate marketing) grew by nearly German E-Commerce and Distance Selling Trade Association 13 % in 2009. Here, too, the fourth quarter of 2009 saw growth (bvh). When the purchase of services, such as travel or concert of nearly 20 % compared to the previous year according to the tickets, is taken into account, the growth amounted to 12.4 % OVK, which contributed significantly to this positive development.according to the bvh. Retail revenues as a whole, on the other hand, declined by 2 % in the same period in 2009 according The fact that the Internet economy experienced double-digit to the German Retail Federation (HDE). The bvh reported that growth even during the economic crisis in 2009 is impressive for the first time ever, online sales accounted for over half of all proof of the effect of the continual development of the funda-German distance retail in 2009, amounting to a share of 53 %; in mental drivers of the Internet economy over the past few years, 2008, they accounted for only 47 %. Online revenues alone were such as coverage, the frequency and duration of Internet usage, to thank for the fact that distance retailing ended the crisis- and the quality and diversity of Internet access. Consumers are ridden year with a slight overall revenue increase of nearly 2 %, becoming interactive consumers.unlike other retail trade. The course of business in the second half of 2009, which covered the first four months of the Sinner-Schrader 2009/2010 financial year, and the Christmas business in particular played a major role in the positive development of online retail for the year.

IFo BuSIneSS clIMAte InDeX DeVelopMent oF e-coMMerce reVenueSfor the industrial economy overall and for retailing Value of goods purchased online by German consumers from January 1993 to October 2010 in € million, change over previous year in % 120 Industrial economy, overall 2005 9.0 +11.0 % 108.9 110.39 2006 10.0 + 9.0 % 2007 10.9 + 23.0 % 2008 13.4 +16.0 % 2009 15.5 +15.0 % 2010 17.880 Retailing 83.3 82.3 1994 1996 1998 2000 2002 2004 2006 2008 10/2010Source: ifo Institut für Wirtschaftsforschung e. V., 2010 Source: Bundesverband des Deutschen Versandhandels, 2010

51 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORTThis development is nowhere near complete. As the iPad and New Media (BITKOM) – which, unlike Nielsen and the OVK, launched by Apple in April 2010 shows, it is continually driven publishes net revenue figures (gross revenues minus discounts, forward by technical innovations. The iPad and other compar- agency commissions and similar items) for the traditional online able tablet PCs offer the prospect of integrating the Internet advertising market – reported 28 % growth in the traditional even more closely in a variety of ways into the everyday lives advertising market in the first half of 2010.of users. Two years earlier, smart phones paved the way for the breakthrough of the mobile Internet and triggered the develop- This dynamic development is also reflected in the current ment of mobile Internet usage, which is also still in its infancy. forecasts for 2010 from the OVK in its Online Report 2010/02 of October 2010. For the entire online advertising market, including At the start of 2010, the trade journal of the German advertising search engine and affiliate marketing, the OVK expects growth and marketing industry, “Werben & Verkaufen”, issued the fol- of 19 %, up from the 14 % forecast in February 2010. With fore-lowing forecast: “The marketing of tomorrow will be digital.” To casted growth of 23 %, traditional online advertising is expected accompany the publication of the figures for 2009, the bvh said: to grow considerably more strongly than search engine market-“We expect the Internet to become the purchasing channel for ing and affiliate marketing, for which the OVK foresees growth all age groups.” The first figures for 2010 so far and forecasts rates of 15 % and 10 %, respectively.for the year 2010 as a whole for the Internet economy are cor-respondingly positive. Statistics are not publicly available during the year for online retailing, but in professional circles growth on the scale of 13 % For the first nine months of 2010, Nielsen Media Research cal- is expected for online revenues from goods in the first half of culated that gross advertising revenues in traditional online ad- 2010. For the year as a whole, the bvh forecasted growth rates vertising were nearly 34 % above those of the first nine months of 15 % for online retailing with goods and 12 % for goods and of 2009. For all above-the-line media, Nielsen calculated an services in July 2010. This forecast seems to be at the lower increase of 10.9 % for the same period. The German Federal end of what is possible in light of the greatly improved mood in Association for Information Technology, Telecommunications, retailing in the second half of 2010 according to the ifo.

52 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORT Good economic figures in conjunction with the pressure to Similarly, the entrance of Amazon, the world’s largest online change in marketing and sales driven by the ongoing devel- retailer, into the online grocery sales market in Germany in early opment of the fundamental factors of the Internet economy July 2010 drew the attention of established grocery retail-drove up investments on a broad scale in digital and interactive ers to the Internet, with the result that the REWE retail group, marketing and sales platforms as well as expenditures on the for instance, announced in September 2010 that it would be acquisition and retention of interactive consumers in the course launching new Internet initiatives in 2011.of the SinnerSchrader 2009/2010 financial year. At the start of 2010, the German Association for the Digital Economy reported The importance of the Internet as a sales platform has grown, that 90 % of companies in the online sector expected revenue and its usage as an information, entertainment, and communi-growth during the year. cation medium is increasing as well through the momentum provided by the phenomenon of social networks. Correspondingly, New market players in many product categories are setting the the online share of marketing and sales budgets has continued pace of change in the markets. For nearly two years, zalando – to grow at the expense of traditional media such as television, an online start up for shoes in Germany – has been challenging daily newspapers, and popular magazines. Agencies focusing established retailers such as specialists like Görtz and general- on traditional media felt the effects of this in 2009 in the form of ists like the Otto Group. The Otto Group reacted to this chal- falling advertising expenditure. As a result, these agencies are lenge by establishing a new online platform for shoe sales under beginning to push into the market for digital services in order the mirapodo brand that was launched in February 2010. to protect their business and search for additional growth. They are concentrating above all on digital branding and communication, fields in which the competitive pressure is growing.

53 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORTThe rising budgets for online advertising once again moved in the direction of traditional online and display advertising during the 2009/2010 financial year, while in previous years search engine marketing was the primary driver of the online advertis-ing market. With the revival of banner ads in all forms, including animated images and video ads, a major role is played by the fact that campaigns can be controlled in a more result-oriented way and are thus considerably more efficient thanks to better ad serving technologies. Result-oriented remuneration models therefore were and are increasingly in demand and on offer in the market, for which targeted advertising is very important. This led to increased interest in so-called targeting and re-targeting technologies in the year under review. wunderloop and nugg.ad, two German providers of such technologies for marketers which were independent until the spring of 2010, were taken over in quick succession by an American advertis-ing network and Deutsche Post, respectively, in the summer of 2010.

54 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORT 04 business deVelopMent and group situationThe shift in marketing from traditional to interactive and digital SinnerSchrader achieved an operating result (EBITA) of € 2.2 strategies made it possible for SinnerSchrader to grow and million in the year of the report, thus surpassing the previous invest in the expansion of its business even during the financial year by nearly € 0.75 million or 52 %. This improvement was and economic crisis. As expected, this trend picked up in the € 0.3 million higher than SinnerSchrader had anticipated for the 2009/2010 financial year and boosted the development of Sinner- year. The operating margin (the relation between the EBITA and Schrader. The economic recovery in Germany, and particularly net revenues) was 9.1 %. The expansion of the service portfolio its surprising acceleration in the late spring and summer of the to include ad serving and e-commerce outsourcing which current year, gave additional impetus to this trend, which will began in the 2008/2009 financial year resulted in initial losses probably extend beyond the end of the current financial year. of around € 1.0 million in the previous year and around € 1.25 million in the current year. Without these initial losses, the EBITA Supported by these positive conditions, SinnerSchrader was in the year under review would have been around € 3.45 million able to reach or surpass its revenue and earning goals for the and the operating margin would have been 14.4 %.2009/2010 financial year. Its net revenue growth amounted to 14.3 %, which was higher than the previous year’s growth of The course of business from quarter to quarter highlights 14.1 %, as forecasted. Growth in the previous year benefited the positive trend in SinnerSchrader’s development. The net from the fact that spot-media AG contributed to consolidated revenue growth rate compared to the previous year rose from revenues for an entire year for the first time in 2008/2009 after a good 6 % in the first quarter to a welcome 27 % in the fourth being acquired in February 2008. quarter. With net revenues of € 6.8 million, an operating result of over € 1.1 million, and initial losses from the new fields of business of around € 0.2 million, SinnerSchrader achieved a considerable leap in growth in the fourth quarter of 2009/2010.

DeVelopMent oF net reVenueS, eBItA, AnD net reVenue MArGInin € million and % Net revenues EBITA Net revenue margin04/05 12.2 0.2 1.5 %05/06 13.2 0.6 4.6 %06/07 14.2 1.0 7.4 %07/08 18.3 2.3 12.6 %08/09 20.9 1.4 2.4 1) 6.9 % 11,6 %1)09/10 23.9 2.2 3.451) 9.1 % 14.4 %1)1) Before costs for expansion of service portfolio

DeVelopMent oF net reVenueS BY QuArter DeVelopMent oF eBItA BY QuArterin € million for the 2008/2009 and 2009/2010 financial years in € million for the 2008/2009 and 2009/2010 financial years 0 0 5.6 0.6Q1 +6.4 % Q1 +6.4 % 5.9 0.6 4.8 – 0.2Q2 +11.2 % Q2 +227.1 % 5.3 0.2 5.2 0.4Q3 +12.7 % Q3 – 36.1 % 5.9 0.2 5.4 0.7Q4 +27.0 % Q4 +73.0 % 6.8 1.1 2008/2009 2009/2010 2008/2009 2009/2010

57 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORTIn light of higher amortisation costs for the acquisitions of previ- 4.1 revenuesous years, lower income from the investment of the liquidity reserve, and an effective tax burden that was higher than in SinnerSchrader generated net revenues of € 23.9 million in the the previous year, SinnerSchrader’s operative success has not 2009/2010 financial year. This amounts to growth of € 3.0 million yet had an effect on the consolidated income attributable to or 14.3 % compared to the volume of business in the previous SinnerSchrader shareholders; this amounted to € 1.1 million year. This business development continued to gain momentum in the year under review, which was around € 0.1 million lower throughout the financial year: The growth rates compared to than the previous year, resulting in earnings per share of € 0.10 the previous year increased from 6.4 % in the first quarter to compared to € 0.11 in the year before. 11.2 % and 12.7 % in the second and third quarter, reaching 27.0 % in the fourth quarter of 2009/2019. In the final quarter, Thanks to operating cash flows of € 2.3 million, the liquidity SinnerSchrader generated net revenues of € 6.8 million and thus reserve rose by € 0.3 million in the year of the report compared achieved revenues of over € 6.0 million in a single quarter for the level on 31 August 2009, reaching € 8.3 million as of 31 the first time in the company’s history.August 2010. The equity ratio amounted to around 60 % on the balance sheet date and was thus 1.6 percentage points lower Business with existing customers remained stable and expanded than in the previous year on account of the significant growth of by around € 0.3 million, so the acquisition of new customers is the Group. what drove SinnerSchrader’s growth. Across the three segments, SinnerSchrader generated net revenues of € 2.7 million with The development of the key indices for business development customers to whom it provided services for the first time in the in the reporting period and the Group’s asset and financial situ- 2009/2010 financial year. This means that the new customer ation as of the balance sheet date are described in the following. rate improved by 1.8 percentage points compared to the previous year, reaching 11.3 %. New customers in the period of the report included the Gucci Group, s.Oliver, the duty-free shop operator Heinemann, babywalz, Bosch, two renowned insurance companies and another telecommunications company. SinnerSchrader not only strengthened its business base with

net reVenueS BY SeGMent DeVelopMent oF net reVenueS BY SeGMentin € million for the 2008/2009 and 2009/2010 financial years in € million for the 2009/2010 financial years against the previous year 0 0 19.7Interactive Interactive +2.1Marketing Marketing 21.8 1.4Interactive Interactive +0.7Media Media 2.1 0.2Interactive Interactive +0.5Commerce Commerce 0.7 – 0.3Consolidation Consolidation – 0.3 – 0.6

59 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORTpromising new customers, it also made inroads into new sub- the increase in consolidated revenues. The amount sectors such as fashion brands and insurers, and it expanded to be eliminated for internal company business rose in the its business with international clients. period under review by € 0.3 million.The fourth quarter of 2009/2010 was particularly successful While the absolute growth in the Interactive Marketing segment as regards the new customer rate: Revenues of around € 1.5 was a good € 0.15 million below that of the 2008/2009 financial million generated with new customers led to a rate of 22.7 %. year, the combined growth from the two other segments, the As a result, this quarter also topped the other three quarters of establishment or expansion of which SinnerSchrader invested 2009/2010 as regards incoming orders in the Interactive Market- in last year, rose by nearly € 0.55 million.ing segment, which increased by 37.3 %. For the year as whole, incoming orders rose by 16.8 % compared to the year before. Net revenues in the Interactive Marketing segment increased by 10.5 % in the 2009/2010 financial year to reach a volume of The welcome result of the dynamic acquisition of new cus- € 21.8 million. Unlike the previous financial year, when the spot-tomers was that SinnerSchrader’s dependence on its largest media agency was solely responsible for the positive revenue customer relationships was reduced considerably in the period development in the Interactive Marketing segment, over 60 % covered by the report: The ten largest customers combined of which was consolidation-related, the SinnerSchrader agency accounted for around 76 % of net revenues in 2009/2010, which and spot-media agency achieved organic revenue growth in was down from 84 % in the year before. The five largest custom- this segment with increases of € 1.2 million and € 0.9 million, ers were responsible for nearly 58 % and the largest customer respectively. The new customer rate in the segment amounted was responsible for around 19 %; the comparable values for the to 10.3 %, and the SinnerSchrader agency above all achieved 2008/2009 financial year were 66 % and 21 %, respectively. welcome success in 2009/2010 with the establishment of new customer relationships with great potential for the coming years.Nearly € 2.1 million of the increase in the Group’s net revenues was accounted for by existing business with project, main- Prices in the Interactive Marketing segment were stable in the tenance, and operating services in the Interactive Marketing 2009/2010 financial year, but they already showed signs of a segment. The Interactive Media and Interactive Commerce seg- slight rise thanks to the dynamic growth in demand towards the ments contributed € 0.7 million and € 0.5 million, respectively, to end of the year.

60 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORT In the Interactive Media segment, SinnerSchrader’s net The volume of business in the Interactive Commerce segment revenues grew by 51.4 % to nearly € 2.1 million in the year reached nearly € 0.7 million in the first full year of business covered by the report. The growth in business volume was due activity for next commerce GmbH, which was established in not least to the acquisition of the newtention Group last year. May 2009. In the months from May to August 2009, which fell The newtention Group’s contribution to net segment revenues in the previous 2008/2009 reporting period, the net revenues rose because the newtention Group was included for the entire amounted to € 0.15 million. next commerce GmbH launched 12-month financial year for the first time – instead of just nine its first shop for the Olsen fashion brand in October 2009, and months as in the previous year – and because of the gradual since then it has earned a commission on the sales generated expansion of revenues through the provision of ad serving, by the shop in accordance with its business model. Further-targeting, and re-targeting technologies in the form of software- more, in May 2010, next commerce assumed partial responsibil-as-a-service. Additionally, the online media business, which was ity on a service basis for the management of an existing online spun off as a separate company in the course of the year, was shop for another fashion brand with the goal of assuming full able to focus more clearly on performance display marketing responsibility in the course of the year in return for a commis-based on newtention’s technology and achieved initial success sion on sales.in the acquisition of new customers with this honed profile. In the spring of 2010, the segment gained s.Oliver as a customer In the revenue distribution by sectors, there was a continuation for performance display marketing. The overall new customer of the development which began last year in which the propor-rate was a welcome 27.2 %. tion of revenues from customers in the Retail & Consumer Goods sector increased at the expense of nearly every other While the segment’s net revenues rose, the gross revenues, sector in which SinnerSchrader operates; the proportion of which include the costs for advertising space passed on to revenues here rose by another 6.4 percentage points compared customers, fell by around € 1.2 million. This reflects the change to the year before, reaching 38.0 %. The rise in net revenues in the business model of the Interactive Media segment brought generated with companies in the Retail & Consumer Goods about by the acquisition of the newtention Group and the focus sector amounted to € 2.5 million, which equates to a growth on performance display marketing. On the level of the Sinner- rate of 37.5 %.Schrader Group, the gross revenue growth amounted to 3.8 %, which was considerably lower than the net revenue growth.

61 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORTOnly the proportion of revenues from the Financial Services sector remained stable at 26.6 %, with net revenue growth of € 0.8 million or 14.7 % compared to the year before. The volume of business with customers from the other large sectors – Tele-communications & Technology, Transport & Tourism, and Media & Entertainment – declined by € 0.1 million to € 0.2 million. The proportions of revenues fell by 3.0, 2.5, and 1.4 percentage points, respectively, to 16.4 %, 12.5 %, and 2.8 %. The propor-tion of revenues from companies in other sectors rose slightly by 0.4 percentage points to 3.7 %, which corresponds to growth of € 0.2 million.net reVenueS BY Sectorin % for the 2009/2010 financial year 38.0 % 16.4 % 2.8 % (previous year: 31.6 %) (previous year: 19.4 %) (previous Retail & Consumer Goods Telecommunications & Technology year: 4.2 %) Media & Entertainment 3.7 % 12.5 % 26.6 % (previous (previous year: 15.0 %) (previous year: 26.5 %) year: 3.3 %) Transport & Tourism Financial Services Other

62 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORT 4.2 operating result (eBItA) The distribution of the operating result across the four quarters shows a pattern similar to that of the previous year. A strong Unlike in the previous financial year, the growth of revenues in first quarter with an EBITA of € 0.6 million was followed by two 2009/2010 had a positive effect on the Group’s key performance considerably weaker quarters with an EBITA of € 0.2 million indicator, the development of the operating result as measured each. The fourth quarter was once again the best of the financial by the earnings before interest, taxes, and amortisation effects year: With an EBITA of € 1.1 million, SinnerSchrader was able to from acquisitions (EBITA). This effect arose despite the fact that surpass the one-million mark in its operating result for the first the burdens caused by initial losses from the establishment time since the second quarter of 1999/2000.of the new ad serving and e-commerce outsourcing business units, which began in 2009, were even higher than in the year Development of operating result by Segmentsbefore. The improvement in the result was driven first and foremost by the well-established Interactive Marketing segment. Following The EBITA reached € 2.2 million in the 2009/2010 financial an EBITA of € 2.6 million and a margin of 13.2 % in the previous year. This was an improvement of € 0.75 million compared to year, this segment achieved an EBITA of € 3.4 million and a last year, a 52 % increase that was stronger than expected and margin of 15.7 % in the year under review. This development disproportionately high compared to the growth of revenues. stemmed from a variety of factors, including a decrease in the The € 0.25 million increase in initial losses, which amounted to use of freelancers in favour of SinnerSchrader’s own resources € 1.25 million, was compensated for by the good performance as well as better operative control of projects and employee of the established business units. As a result of the dispropor- deployment, which led to higher capacity utilisation and im-tionate improvement in earnings, the operating margin – the proved contribution margins. Additionally, there were 4 more relation of the EBITA to net revenues – rose from 6.9 % in the working days than in the year before, an increase of nearly 2 %.previous year to 9.1 % in the year under review. Without the initial losses in ad serving and e-commerce outsourcing, the The Interactive Media segment achieved a positive operating operating margin would have been 14.4 % with an EBITA of a result of € 0.2 million in the 2009/2010 financial year after good € 3.4 million. slipping into the red in the previous year with an EBITA of

eBItA BY SeGMent eBItA DeVelopMent BY SeGMentin € million for the 2008/2009 and 2009/2010 financial years in € million for the 2009/2010 financial year against the previous year 0 0 2.6Interactive Interactive +0.8Marketing Marketing 3.4 – 0.1Interactive Interactive +0.3Media Media 0.2 – 0.4Interactive Interactive – 0.4Commerce Commerce – 0.8 – 0.6Consolidation Consolidation +0.0 – 0.6

64 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORT € – 0.1 million on account of entering the ad serving business the break-even is generally preceded by a one- to two-year with the purchase of the newtention Group. The decline in initial start-up phase with negative results. Furthermore, the Inter-losses in the ad serving business contributed only € 0.1 million active Commerce segment was first established in the course to this return to the profit zone. Though the ad serving business of the 2008/2009 financial year, so negative development was of the newtention Group reached the break-even point on a expected in the overhead costs compared to the year before monthly basis for the first time in August 2010, the improvement as well.in the EBITA was minimal for the year as a whole because the newtention Group contributed to revenues and earnings for the As in the previous year, the costs remaining with the holding entire financial year for the first time, as opposed to the previous company amounted to € 0.6 million. Cost increases in certain year when it was consolidated in the SinnerSchrader Group central Group functions were countered by higher cost amounts for only nine months. Even though the direct contribution to being passed on to the operative subsidiaries due to the expan-earnings from the ad serving business was still negative in the sion of business.year covered by the report, direct access to the latest targeting and re-targeting technology developed by the newtention Group Development of costs by Functionsplayed a key role in the welcome development of SinnerSchrader’s The manner in which function costs (revenue, marketing, general established media business, which showed an improvement in and administrative, and research and development costs) are net revenues and EBITA compared to the year before thanks to reported in the Statements of Operations cannot be compared to convincing performance-based offers. previous reports because of a different interpretation of IFRS rules in International Accounting Standard (“IAS”) 1. The amortisation In the Interactive Commerce segment, the operating losses in expenses – that is, the depreciation of intangible assets that the year of the report increased according to plan. The EBITA were to be entered in the balance sheet in the course of acquir-amounted to € – 0.8 million in the 2009/2010 financial year coming companies or parts of companies in the context of the pared to € – 0.4 million in the year before. This was due primarily purchase price allocation and that, unlike any resulting goodwill, to the nature of the outsourcing business operated by next are to be depreciated according to schedule in the event of a commerce GmbH which is orientated on multi-year projects limited usage period – are no longer reported separately in the – the first of which was launched in October 2009 – in which Statements of Operations but are instead distributed across one or more function costs depending on the type of asset.

65 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORTThis means that the key performance indicator in the Sinner- Development of costs 2009/2010 2008/2009Schrader Group, the EBITA, can no longer be derived directly by functionfrom the Statement of Operations without additional informa- in € 000s in %1) in € 000s in %1)tion. However, the EBITA and the reconciliation of the EBITA to the earnings before taxes reported in the Statements of Costs of sales 16,198 67.7 % 14,251 68.1 %Operations are still listed in the segment report in the Notes in thereofSection 3. Additionally, the explanation of the development of amortisation expenditure 350 262the function costs now includes components that, in accord- Costs of marketing 2,344 9.8 % 2,114 10.1 %ance with the steering philosophy of the SinnerSchrader Group, thereof amortisation expenditure 269 224are not assigned to the operative division. General and administrative costs 3,468 14.5 % 3,370 16.1 %In total, there were amortisation expenses of € 0.6 million in the Research and2009/2010 financial year, of which € 0.35 million was assigned development costs 411 1.7 % 333 1.6 %to revenue costs and a good € 0.25 million was assigned to 1) As a percentage of net revenuesmarketing costs. In the previous year, amortisation expenses of € 0.5 million were reported separately in the Statements of Operations. For the purposes of comparison and in accordance with the relevant IFRS rules, the previous year’s figures were adjusted, with nearly € 0.3 million being assigned to revenue costs and € 0.2 million to marketing costs. Following this new reporting method, the gross profit margin for the 2009/2010 and 2008/2009 financial years was 1.5 and 1.3 percentage points lower, respectively, than the value posted following the former reporting method with separately posted amortisation expenses. The ratio of marketing costs to net revenues has been raised by 1.1 percentage points in each of the two years due to the change in reporting.

66 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORT From the 2008/2009 to 2009/2010 financial year, revenue costs The proportion of research and development costs rose again in rose disproportionately slowly compared to revenues, so the the 2009/2010 financial year by 0.1 percentage points to 1.7 %, gross profit margin improved by 0.6 percentage points. The which corresponds to nearly € 0.1 million in additional expenses effects of the clear operative improvements in the Interactive in this cost category. The overwhelming majority of research and Marketing segment and the good margin development in the development costs were incurred for the ongoing development media business were somewhat mitigated by the fact that the of the n7 software of the newtention Group. In addition to this, initial losses in the Interactive Commerce segment in particular research and development expenses arose in the agencies for were shifted to the revenue costs and thus to the gross profit, the maintenance and further development of the component unlike in the previous year. libraries, which are used primarily in the development of online shops. The increase in research and development costs came Marketing costs rose in absolute terms by € 0.2 million in the about primarily because the newtention Group contributed to course of business growth. Here, too, however, the increase the Group’s revenues and costs for the full 12 months of the was disproportionately small and the ratio of marketing costs financial year, as compared to nine months in the year before.to net revenues declined accordingly by 0.3 percentage points to 9.8 %. Development of costs by cost types In accordance with the service focus of the SinnerSchrader The decrease in the ratio of general and administrative costs business model, the expansion of the volume of business went to net revenues was even more considerable; it fell by 1.6 hand in hand with a significant increase in personnel costs. percentage points to 14.5 % because of the decline above all Personnel costs rose by € 1.9 million or 14.2 % to € 15.3 million. in the expenses for the establishment of new fields of business Revenue and personnel costs developed nearly in parallel in the in the year under review, which were assigned to the general 2009/2010 financial year, with the result that the personnel cost and administrative expenses In absolute terms, the general and rate improved only minimally to 64.0 %. The rise in personnel administrative expenses increased by € 0.1 million. costs can be attributed on the one hand to the fact that personnel capacity increased by 11 % from 244 full-time employees on average in the 2008/2009 financial year to 271 employees in the year under review. On the other hand, the average personnel costs per full-time employee rose by 2.8 %.

67 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORTThe development of all other cost types was disproportionately Development of costs 2009/2010 2008/2009slow compared to revenues. The expenses for purchased goods by cost typeand services rose by only 3.8 % or € 0.1 million to € 2.45 million. in € 000s in %1) in € 000s in %1)Material and external costs still made up 10.2 % of net revenues in the year of the report, which is 1.0 percentage point less than Personnel expenses 15,330 64.0 % 13,425 64.1 %in the previous year. SinnerSchrader continued to replace exter- Costs of materials 426 1.8 % 382 1.8 %nal service providers with internal employees, which contributed Cost of services 2,024 8.5 % 1,978 9.4 %to the improvement in the margin. This can also be seen in the Other operating expenses 3,491 14.6 % 3,264 15.6 %increase in added value – net revenues minus the expenses for Depreciation 532 2.2 % 533 2.5 %purchased goods and services – per employee, which rose by Amortisation expenses 618 2.6 % 486 2.3 %4.1 % to € 79,200. 1) As a percentage of net revenuesDepreciation without amortisation expenses remained un-changed from the previous year. It amounted to € 0.5 million, which corresponded to 2.2 % of the net revenues of 2009/2010 and 2.5 % of the net revenues of 2008/2009.The other operating expenses rose by 7.0 % to € 3.5 million, particularly in the area of premises, travel, and telecommunica-tion costs. However, the proportion of net revenues accounted for by these expenses declined by 1.0 percentage point to 14.6 %.The other income and expenses fell in 2009/2010 by a total of € 0.05 million. In the year before, it was almost € 0.1 million. In both years, income arose primarily from the dissolution of liabil-ities and accrued expenses.

68 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORT 4.3 consolidated Income Three other effects associated with the newtention takeover had a negative influence on the consolidated income attributable The welcome operative development of SinnerSchrader did not to SinnerSchrader shareholders in the 2009/2010 financial year have a positive effect on the bottom line before the end of the compared to the year before.2009/2010 financial year. Though the Statements of Operations for 2009/2010 show an increase of nearly € 0.2 million in the First of all, the n7 software activated in the context of the consolidated income compared to the year before, the consoli- purchase price allocation for the newtention takeover was dated income relevant to SinnerSchrader shareholders, without depreciated for a full twelve months in the year under review as the income attributable to external shareholders, amounted to opposed to just nine months in the previous year. This primarily € 1.1 million in the year under review and thus did not quite caused amortisation expenses in the report period to rise by reach the previous year’s level of € 1.2 million. € 0.1 million to € 0.6 million.After acquiring all shares of newtention technologies GmbH Secondly, the debt waiver of a silent partner in the context of at the end of May 2009, the initial losses from the newtention the takeover of the newtention Group resulted in a one-time Group were attributed fully to SinnerSchrader’s shareholders. gain of € 0.1 million in the financial result of the previous year, Prior to this, initial losses in the amount of € 0.3 million after but there was no comparable gain in the 2009/2010 financial taxes were still attributable to the previous owners for half a year.year despite the fact that the newtention Group was consoli-dated for the first time as of 1 December 2008. Finally, with an effective tax rate in the Group of 25 %, the income tax burden in the previous year was comparatively low due to a tax depreciation allowance from the newtention transaction for which there was no counterpart in the IFRS accounting rules for the Group and which thus led to a permanent difference. This was also a one-time effect. In the year under review, the effective tax rate was 33 %. The current and deferred income tax liabilities therefore rose for the 2009/2010 financial year compared to the year before by nearly € 0.25 million to € 0.55 million.

69 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORTAdditionally, the income from the investment of liquid funds reconcIlIAtIon oF eBItA to conSolIDAteD IncoMe –declined as a result of another significant decrease in interest AttrIButABle to the SInnerSchrADer ShAreholDerSrates. Over the course of the SinnerSchrader financial year, the in € million for the 2009/2010 financial year 1-month and 3-month Euribor reached average rates of 0.46 % and 0.67 %, respectively, which were much lower than the 0previous year’s rates of 2.1 % and 2.5 %, respectively. Sinner-Schrader was able to largely shield itself from the full effects of EBITA 2.2the development of interest rates at the short end of the interest curve thanks to its investment in the previous financial year in Amortisation of intangible – 0.6securities with a remaining term of up to two years. Though the assets from acquisitionsaverage liquidity rose from € 7.9 million in the previous year to Income from investing € 8.2 million in the period under review, this still fell short of the the liquidity reserve 0.1previous year’s result by nearly € 0.1 million. Together with the lack of the debt waiver from the silent partner in the newtention Taxes on income – 0.6Group and slightly higher interest expenditure from the calcula-tive compounding of non-current liabilities, the financial result Consolidated income attributable 1.1declined by a total of € 0.2 million to nearly € 0.1 million. to SinnerSchrader shareholders The consolidated income of € 1.1 million attributable to SinnerSchrader shareholders and a lower number of shares in circulation due to the buying back of 90,289 shares in the year under review resulted in rounded-up earnings per share of € 0.10, which is € 0.01 lower than the previous year.

70 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORT 4.4 cash Flows increase in open items vis-à-vis customers, in which additional funds amounting to nearly € 1.3 million were tied up. In the In the 2009/2010 financial year, the cash flows of the Sinner- 2008/2009 financial year, both items together still had a neutral Schrader Group – without the additions or disposals of secur- effect on cash.ities that take place in the context of investment decisions for the liquidity reserve – led to an inflow of funds in the amount of In the year of the report, funds of nearly € 0.95 million were used € 0.3 million. In the previous financial year, there was an outflow for investments in the narrower sense, that is, for the purchase of funds in the amount of € 1.1 million. This change can be and sale of securities; of this amount, € 0.55 million went to-attributed first and foremost to the fact that, in the year covered wards earn-out payments which became due in the financial by the report, nearly € 0.7 million less was used for investments year for acquisitions, for the takeover of spot-media AG in and € 0.7 million less for the dividend payment and share buy- 2008, and for the acquisition of a customer relationship and the back, amounting to around € 1.3 million less. Furthermore, € 0.1 associated customer team by spot-media AG in 2009. In the million more was generated from operating activities than in the 2008/2009 financial year, SinnerSchrader used nearly € 1.1 mil-year before. lion in total for earn-out payments and for the acquisition of the newtention Group. Around € 0.4 million was used in 2009/2010 The cash flows from operating activities reached a good € 2.3 to replace software and equipment, expand the central infra-million in the year of the report, up from € 2.2 million in the structure, and equip workstations. A good € 0.1 million more year before. The cash flows from operating activities were only was used for this in the previous year.marginally stronger despite the considerable improvement in the operating result primarily because of the higher amount of The consumption of funds from financing activities decreased funds tied up in receivables and unbilled services for customer considerably in the year of the report compared to the previous projects. The very dynamic development of revenues and high year. On the one hand, the dividend payment of € 0.9 million in rate of new customers in the last quarter in particular led to this December 2009 was nearly € 0.5 million lower than the dividend in December 2008. At the proposal of the Supervisory Board and Management Board, the Annual General Meeting on 16 December 2009 agreed to lower the dividend to € 0.08 per share in light of the burdens from the establishment of the

71 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORTnew ad serving and e-commerce outsourcing fields of business. conSolIDAteD StAteMentS oF cASh FlowSSinnerSchrader also used around € 0.2 million less in cash to in € million for the 2009/2010 financial yearbuy back treasury stock in the year under review than in the previous year. The cash flows from financing activities thus show that the consumption of funds decreased overall from 0€ 1.7 million in the previous year to € 1.1 million in 2009/2010. Cash flows from 2.3 operating activitiesThe cash flows from the purchase and sale of securities show that SinnerSchrader shifted € 1.3 million on balance from cash Cash flows from – 0.9to securities. With an increase in the liquidity reserve totalling investing activities1)€ 0.3 million, this means that cash decreased in the 2009/2010 Cash flows from financial year by around € 1.0 million in favour of securities. financing activities – 1.1 Change in funds 0.3 and securities1) 1) Without investment of liquid funds in securities

DeVelopMent oF conSolIDAteD BAlAnce Sheetin € millionASSetS Non-current assets Current accounts receivable Funds and securities and assets 6.1 6.2 8.031.08.2009 20.331.08.2010 21.0 5.2 8.3 7.5 0.6 12.6 7.831.08.2010 21.031.08.2009 20.3 12.5 6.5 1.3 Non-current liabilities Current liabilities lIABIlItIeS Shareholders’ equity and accrued expenses and accrued expenses

73 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORT4.5 Asset and Financial Situation Non-current assets, unlike the current assets, declined by a total of € 0.9 million. The amortisation of activated intangible The development of the asset situation was shaped primarily by assets with a limited usage period, which are to be depreciated business growth which led to an increase in current receivables according to schedule, relating to the purchase price allocations on the one hand and current liabilities and accrued expenses on for the acquisitions of the previous financial years played the the other. largest part in this decline. These consisted primarily of the n7 software activated in the course of the newtention takeover, The current assets without cash and securities (liquidity reserve) along with a customer base and a customer relationship which grew by a good € 1.3 million or 20.5 % to € 7.5 million. This were activated with usage periods of 2.5 and 4 years, respec-increase, which was considerably higher than the growth of tively, of which the customer base was fully amortised in the revenues, can be attributed to the revenue dynamics of the last course of the financial year. At the time of the initial consolida-three months of the financial year. The liquidity reserve consisting tion, the usage period for the software was estimated to be of cash and securities increased in the financial year by 4 years, of which 21 months had passed by the balance sheet € 0.3 million to € 8.3 million as of 31 August 2010. date on 31 August 2010. Since no further acquisitions were carried out in the 2009/2010 financial year and the investments However, current liabilities also increased on a similar scale to in the purchase of software for the central infrastructure and/current assets without the liquidity reserve. Not only the liabilities or workstations were on a normal level, the value of the other vis-à-vis suppliers, but also deposits from customers, accrued intangible assets declined by a good € 0.5 million.expenses (particularly the accrued expenses for personnel costs relating to the capacity expansion), and tax liabilities were The goodwill decreased by nearly € 0.2 million when the out-higher on the balance sheet date than in the previous year. standing earn-out payments were re-estimated. In light of the below-average volume of investments in the replacement or expansion of equipment, the value of property and equipment fell by € 0.1 million. Finally, other prepaid expenses in the amount of € 0.1 million were used in the period of the report.

74 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORT Parallel to this, the non-current liabilities decreased by € 0.7 million. and thus reduce the use of external service providers wherever The remaining earn-out obligations as of 31 August 2010 were possible and reasonable.a good € 0.45 million below the value on 31 August 2009 as a result of the earn-out payments made in the 2009/2010 financial This meant that the average number of full-time employees rose year and reduced estimates for the remaining amounts to pay. by 27 to 271 in the 2009/2010 financial year. This corresponds The deferred tax liabilities fell by nearly € 0.25 million primarily to an increase of 11.1 %. The Interactive Marketing segment on account of the amortisation expenses. had around 25 full-time employees more than in the previous year, which resulted in an average personnel capacity for the Shareholders’ equity increased only slightly by € 0.04 million year of 225 full-time employees. In the Interactive Media segment, during the financial year. The positive balance from the consoli- the personnel capacity rose only slightly by 2 employees to dated income attributable to SinnerSchrader shareholders and 20 full-time employees in 2009/2010 following the significant the value of the dividend payment in the amount of nearly € 0.2 increase in personnel in the previous year as a result of the million was consumed largely through the buy-back of treasury newtention acquisition. The number of full-time employees in stock with a corresponding reduction in shareholders’ equity the Interactive Commerce segment rose by 1.5 to an average of of € 0.2 million. The shareholders’ equity rate fell by nearly 3.5 for the year. Only the cross-segment holding company had 2 percentage points to 60 % compared to its value on 31 August fewer full-time employees in 2009/2010 than in the year before; 2009. The return on shareholders’ equity, based on the average the average personnel capacity here decreased by 1.5 to nearly shareholders’ equity and the income attributable to Sinner- 23 full-time employees.Schrader’s shareholders, amounted to 8.8 % in the 2009/2010 financial year, down from 9.8 % in the year before. Categorised by functions, there were 80 full-time employees assigned to consulting (including media planning) in 2009/2010, 4.6 employees nearly 125 full-time employees in technology (including technical operations), and 35 full-time employees in creative roles. The In the knowledge that attracting qualified employees will be remaining 31 full-time employees held administrative positions.critical to further development in many industries, particularly the service industry, SinnerSchrader used its good operative At the end of the financial year, SinnerSchrader had 305 employees development as an opportunity to expand its personnel capacity (including the Management Board and managing directors).

75 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORTThis was 26 more than at the end of the previous year. There were 257 permanent employees, 19 employees in training, and 29 employees working as students or interns. As of 31 August 2010, the Interactive Marketing segment had 257 employees, the Interactive Media and Interactive Commerce segments had 20 and 4 employees, respectively, and SinnerSchrader AG had 24 employees.eMploYee Structure AccorDInG to AreASas at 31 August 2010 94 34(previous year: 84) (previous year: 38) Consultancy Administration 305 (previous year: 279) 140 37 (previous year: 124) (previous year: 33) Technology Creation

76 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORT 05 deVelopMent and situation of sinnerschrader agSinnerSchrader AG is the managing holding company of the Other operating income in the amount of € 2.3 million arose in SinnerSchrader Group. Its business activities comprise develop- the year of the report. This came nearly entirely from the reversal ing and implementing the Group strategy, expanding the busi- of impairment losses for the stake in SinnerSchrader Deutschland ness portfolio, guiding and controlling the operating Group com- GmbH. This increase in value resulted from the good operative panies and financing them, administering and controlling Group performance of the agency business carried out under the Sinner- liquidity, managing the German tax integration, performing Schrader brand as well as from the discount factors for the valu-central Group tasks such as investor relations work, providing ation calculation which were adjusted because of the low inter-and administering the infrastructures jointly used by the Group est level. On the basis of the historical acquisition costs for the companies, in particular the office space, and centrally provid- company, which amounted to € 19.8 million after deduction of ing administrative services. the spun-off media business, it was to be reported with an effect on profits under investments, which subsequently amounted to Development of Income Situation € 15.0 million. As of 31 August 2010, there was no opportunity With respect to the provision of administrative services and for reversals of impairment losses or unscheduled depreciation infrastructure, SinnerSchrader AG is in a direct business of the balance sheet items for the other AG investments.relationship with its subsidiaries; it charges for the services rendered and earns its own revenues from this. In the 2009/2010 In the year before, other operating income in the amount of financial year, these revenues amounted to € 3.15 million and € 0.2 million arose primarily through the resolution of accrued were thus € 0.05 million above the value of the previous year expenses and the sale of securities in the context of liquidity due to the expansion of the business portfolio. management. The comparable figures for the 2009/2010 financial year were under € 0.05 million in total.

77 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORTA third major source of income for SinnerSchrader AG was the These proceeds and income of around € 8.0 million in total were transfer of profits through the profit and loss transfer agree- countered by expenses of € 4.0 million in total. The personnel ments with its subsidiaries. Such agreements exist between costs of the AG amounted to € 1.5 million in the year of the the AG and SinnerSchrader Deutschland GmbH, spot-media report. Because there were around 3 fewer full-time employees AG, and, since the 2009/2010 financial year, next commerce on average in the financial year, these costs were € 0.2 million GmbH, through which their results are posted as income from below those of the previous year. The decrease in the number the transfer of profits or expenses from the transfer of losses in of employees was associated with the foundation of next com-the individual result of the AG. Through the retroactive spin-off merce GmbH at the end of May 2009, to which the founding of the media business of SinnerSchrader Deutschland GmbH team was transferred from the AG.to form the independent mediaby GmbH, the profits from the media business were no longer part of the profit transfer in the The expenditure for purchased services, expenses for deprecia-2009/2010 financial year. The newtention Group was also not in- tion, and other operating expenses were on the level of the pre-cluded in the domestic group of companies of SinnerSchrader AG. vious year, amounting to € 0.2 million, € 0.2 million, and nearly € 1.9 million, respectively.The transfer of profits and losses led to income of around € 2.2 million on balance in 2009/2010, down from € 2.9 million in the Interest and similar expenses, which arose primarily through year before. The decline compared to the previous year was due internal liquidity pooling in the Group vis-à-vis the subsidiaries, to the loss of the profit transfer from the media business and amounted to nearly € 0.1 million in 2009/2010 compared to to the inclusion in the group of companies of next commerce € 0.2 million in the year before. This decline can be attributed GmbH, which is still in its initial loss-making phase. to the fact that the internal interest rate for investments by the AG was adjusted in accordance with the development of the The AG generated additional income in the amount of € 0.15 external interest achievable by the AG. SinnerSchrader AG still million from interest on the Group’s liquidity reserve, which is has no interest-bearing liabilities outside the Group.largely centrally managed. This income was at the same level in the last financial year.

78 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORT On balance, the AG generated income of € 4.0 million from liabilities side by a corresponding increase in shareholders’ ordinary activities in 2009/2010, compared to € 2.1 million in equity. The total assets of the AG as of 31 August 2010 had the 2008/2009 financial year. The rise in income was therefore risen compared to 31 August 2009 by a good € 2.8 million. As slightly below the contribution to income made by the reversal of 31 August 2010, the shareholders’ equity rate was 91 %. The of impairment losses for the stake in SinnerSchrader Deutsch- shareholders’ equity rate of the previous year was also 91 %.land GmbH. Since the reversal of impairment losses did not trigger any income tax burden, the tax burden was at the level The shares in affiliated companies rose by a total of € 2.4 of the previous year, amounting to € 0.7 million. The annual net million; in addition to the reversal of impairment losses, the income therefore reached € 3.3 million, surpassing the previous payments to the capital reserve of newtention technologies year’s value by € 1.9 million. GmbH and next commerce GmbH led to a corresponding increase in the respective stakes. The tangible and intangible Of this annual net income, the income from the reversal of assets declined by € 0.1 million primarily due to the scheduled impairment losses of € 2.3 million was reported under other depreciation of leasehold improvements in the rented offices in reserves in accordance with Article 58 para. 2a of the German Hamburg and Frankfurt am Main, which were countered only by Stock Corporation Act. Of the remaining net income of € 1.1 insignificant investments.million, half was also posted to the other reserves in accordance with Article 58 para. 2 of the German Stock Corporation Act. The current assets rose as of the balance sheet date compared The remaining € 0.5 million, together with the remaining profit to 31 August 2009 by nearly € 0.4 million in total, whereby the from the 2008/2009 financial year of € 0.85 million after the portion of the liquidity reserve held by the AG and the value of dividend payment in December 2009 of € 0.9 million, resulted the treasury stock rose by € 0.5 million and the receivables and in accumulated income of € 1.35 million for the 2009/2010 other assets decreased by € 0.1 million. In the course of the financial year. 2009/2010 financial year, liquid funds in the amount of around € 0.2 million were invested in the buy-back of 90,289 shares of Development of Asset and Financial Situation treasury stock. As of the balance sheet date, SinnerSchrader The development of the asset and financial situation of the AG held 360,945 shares of treasury stock with an average purchase was shaped by the reversal of impairment losses for Sinner- price of € 1.65 per share as of 31 August 2010.Schrader Deutschland GmbH, which was countered on the

79 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORT The shareholders’ equity rose by € 2.5 million to nearly € 30.7 Board. The statutes of the Company specify the tasks and million. Due to the allocation to other reserves in accordance rights of the Company organs within the framework established with Article 58 para. 2 and para. 2a of the German Stock Cor- by the German Stock Corporation Act. The internal operations poration Act, the rise in shareholders’ equity took place in the and decision-making processes of the Company organs are reserves, which increased by € 2.8 million. The accumulated regulated in detail by rules of procedure. The Supervisory Board income, which amounted to € 1.7 million in the previous year has decreed rules of procedure for itself through a resolution because there was no allocation to other reserves, fell by and has also decreed the rules of procedure for the Manage- € 0.3 million to € 1.4 million. ment Board. The Annual General Meeting did not decree rules of procedure for itself in accordance with Article 129 para. 1 of The tax reserves also increased significantly by € 0.6 million to the German Stock Corporation Act. € 1.7 million because there was no assessment for the previous year in the course of the 2009/2010 financial year. The other re- One fundamental principle of German stock corporation law is serves and liabilities fell by € 0.25 million mainly because other the so-called “dual management system”, according to which earn-out payments were made in the course of the financial year the management board, which is the executive organ, and the for which reserves had been formed. supervisory board, which monitors the work of the management board, each have their own competencies and do not have overlapping members. Within this dual management system, the 06 corporate goVernance declaration Management Board and Supervisory Board of SinnerSchrader AG and eXplanation of coMpensation work closely together in the interests of the Company. systeM for the coMpany boards The management board of a stock corporation is appointed 6.1 corporate Governance Declaration by the supervisory board and is independently responsible for managing the enterprise. It carries out business following the As a German stock corporation, SinnerSchrader AG is managed law, the statutes of the company, and the rules of procedure in compliance with the German Stock Corporation Act and the decreed by the supervisory board for the management board. principles of the most recent version of the German Corporate It regularly, promptly, and comprehensively reports to the super- Governance Code. The Company organs comprise the Annual visory board on the business development of the company and General Meeting, the Supervisory Board, and the Management group as well as on significant business transactions. The

80 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORT statutes of the company and the rules of procedure of the man- human resources. Mr Dyckhoff has currently been appointed to agement board also specify which transactions and decisions the Management Board until 31 December 2012. In the context must be approved in advance by the supervisory board. of controlling the Group companies, both Board members hold various roles on the boards of the subsidiaries. In particular, The principle of overall responsibility applies here, according Mr Schrader and Mr Dyckhoff are managing directors of the to which the members of the management board bear joint largest subsidiary, SinnerSchrader Deutschland GmbH. More responsibility for the entire management of the company and information on the Management Board members can be found jointly determine the corporate strategy and the essential cor- on the Company website at http://www.wkn514190.de/s2ir/de/porate policy. The rules of procedure for the management board Vorstand.html.define the principles of cooperation within the management board. In particular, they regulate the departmental responsibil- The Supervisory Board monitors the Management Board and ities of each management board member, the decisions to be advises it on the management of the Company. The key tasks made solely by the entire management board, the details of of the Supervisory Board include appointing members of the the adoption of resolutions and the coordination of work within Management Board, establishing the compensation for these the management board through regular management board members, acting as the representative of SinnerSchrader AG to meetings as well as the rights and duties of the chairman of the the Management Board, monitoring the work of the Management management board. Board and the Company, particularly as regards accounting processes, the effectiveness of the internal monitoring system, The Management Board of SinnerSchrader AG currently and the effectiveness of the risk management system, com-consists of two members. Mr Matthias Schrader, one of the missioning the financial auditors and monitoring the financial two founders and the largest individual shareholder of the audit, approving the Annual Financial Statements and Consoli-SinnerSchrader Group, is the Chairman of the Management dated Financial Statements, and making decisions regarding Board of SinnerSchrader AG and is responsible for the strategic the business transactions that require approval under the law, development of the Group managed by the AG as well as for the statutes of the Company, or the rules of procedure of the marketing and sales. Mr Schrader has currently been appointed Management Board.until 31 December 2010. Mr Thomas Dyckhoff is the Chief Financial Officer of SinnerSchrader AG and is responsible for The rules of procedure of the supervisory board define the fun- accounting, controlling, investor relations, legal issues, and damental principles of cooperation within the supervisory board.

81 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORTThe chairman of the supervisory board coordinates the work of the of the Annual General Meeting which will vote on discharging the supervisory board, leads its meetings, and externally represents Supervisory Board for the financial year ending on 31 August the concerns of the supervisory board. The Supervisory Board of 2013. More information on the Supervisory Board members can SinnerSchrader AG consists of three members who were elected be found on the Company website at http://www.wkn514190.de/ by the Annual General Meeting. On account of its manageable s2ir/de/Aufsichtsrat.html.size, the Supervisory Board declined to form any committees. On 16 December 2009, in accordance with Article 161 of the Dieter Heyde has been Chairman of the Supervisory Board German Stock Corporation Act, the Supervisory Board and since 16 December 2009 and is a Managing Partner of SALT Management Board of SinnerSchrader AG submitted the declar-Solutions GmbH, Würzburg. He has been a member of the ation of compliance with the recommendations of the Govern-Supervisory Board since 27 January 2006 and was its Deputy ment Commission on the German Corporate Governance Code Chairmen until 16 December 2009. from 18 June 2009:Prof. Cyrus D. Khazaeli, a professor for information and interaction “The Management Board and Supervisory Board of Sinner-design at the Berliner Technische Kunsthochschule, has been Schrader declare that the recommendations of the Government Deputy Chairman of the Supervisory Board since 16 December Commission on the German Corporate Governance Code in the 2009. Prof. Khazaeli was appointed to the Supervisory Board version of 18 June 2009 were met, with the following restrictions, on 12 November 2007 by court order until the following Annual in the 2008/2009 financial year (01.09.2008 – 31.08.2009) General Meeting on 19 December 2007. The Annual General and will be met in the current 2009/2010 financial year Meeting then elected Prof. Khazaeli to the Supervisory Board. (01.09.2009 – 31.08.2010) and in future:The third member of the Supervisory Board is Mr Philip W. Seitz, Management BoardGeneral Counsel & Director of Government Affairs of Tchibo GmbH, Hamburg. Mr Seitz was elected to the Supervisory Section 4.2.3:Board by the Annual General Meeting on 16 December 2009. Variable compensation components and share options have been waived in the compensation package of Mr Matthias All Supervisory Board members have been appointed to the Schrader, CEO of SinnerSchrader AG, due to Mr Schrader’s Supervisory Board by the Annual General Meeting until the end high proportion of shares in the Company.

82 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORT Section 4.2.3: Section 5.3.1 ff.:The share options awarded to other Management Board The Supervisory Board has not formed any committees because members originate from the 2000 and 2007 Stock Option Plans it only comprises three members.”adopted by the Annual General Meeting. In accordance with the conditions adopted by the Annual General Meeting, the exercise The declaration can be found on the Company website at criteria for the options involve reaching a share price increase http://www.wkn514190.de/s2ir/de/Entsprechenserklaerung.html.of 20 % for the 2000 Plan and 30 % to 50 % for the 2007 Plan above the average price of the SinnerSchrader share on the ten 6.2 compensation System for the Management Boardand five trading days prior to allocation, respectively, waiting periods of two to four and three to five years, respectively, and The compensation system for the Management Board has not a term of six and seven years, respectively. The option condi- changed since the 2008/2009 Joint Status Report and Consoli-tions make no provision for a cap in the event of extraordinary, dated Financial Statements, with the exception of the increase in unforeseen developments because caps would run counter to the excess for D&O insurance which is in compliance with the law.the desired incentive effect, particularly in the case of multi-year waiting periods. The specification of the structure and the level of compensation for the Management Board is the duty of the Supervisory Board.Supervisory Board The compensation system for the Management Board is aimed Section 3.8: at paying the individual members appropriately according to D&O insurance with no excess has been taken out for the their areas of activity and responsibility while taking adequate members of the Supervisory Board. However, there are plans to account of individual performance, company success, and the change the D&O insurance by 30 June 2010 by introducing an excess in accordance with the recommendations of the Corporate Governance Code.

83 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORTdevelopment of the share price by means of a substantial variable The salary package of Mr Schrader therefore comprises only a portion. It is made up of the following components: fixed basic salary and the other benefits, whereas all components are part of Mr Dyckhoff’s salary agreement. As a share-based • a fixed basic salary to be paid in twelve equal monthly compensation component, Mr Dyckhoff was, in connection with instalments his reappointment for the period from 1 January 2008 to 31 Decem- • a performance-related annual bonus, partially on the basis of ber 2012, promised 75,000 share options from the 2007 Stock achieving individual goals and company goals laid down in Option Programme, which was decided at the Annual General the annual plan and partially as management bonuses based Meeting on 23 January 2007. The 2007 Stock Option Programme on the Group result provides for an exercise price in the amount of the average clos-• a share-based payment component with a medium- to ing price of the SinnerSchrader share on the five trading days long-term incentive effect orientated on the relevant period before allocation, exercise thresholds of 30 %, 40 %, and 50 % • other benefits (mainly a company car, accident insurance, above the exercise price, and waiting periods of three, four, and D&O insurance with an excess, the reimbursement of five years for one-third each of the allocated options. expenses) The D&O insurance concluded for the members of the Manage-The individual weighting of each component takes account of ment Board as part of the other benefits provided for an excess the fact that the Management Board members hold varying of € 10,000 until 30 June 2010. As of 1 July 2010, the excess stakes in the Company. As of 31 August 2010, Matthias Schrader, prescribed by Article 93 para. 2 sentence 3 of the German Stock co-founder of SinnerSchrader AG, held 2,455,175 shares or Corporation Act went into effect.21.27 % of all shares issued. When Thomas Dyckhoff joined the Management Board of SinnerSchrader AG in 1999, he acquired The members of the Management Board are subject to a post-49,950 shares at the share price of the time, which he still holds contractual ban on competition which provides for remuneration and which correspond to 0.4 % of all shares issued. By exercis- for observing this period in the amount of 50 % of the most recent ing share options in the 2006/2007 and 2007/2008 financial fixed annual compensation payment received. With respect to years, he increased his proportion by 12,500 shares each time the compensation payments, it was agreed with the members of to 74,950 shares or 0.6 % of all shares issued. the Management Board that they must fulfil the recommendations of the Corporate Governance Code Section 4.2.3.

84 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORT An individualised and itemised overview of the compensation The Chairman of the Supervisory Board receives fixed and for the members of the Management Board for the 2009/2010 variable compensation that is double the compensation of the financial year can be found in the Notes to the Consolidated regular members. His deputy receives one and half times the Financial Statements and the Notes to the SinnerSchrader AG fixed and variable compensation.Annual Financial Statements. An individualised and itemised overview of the compensation 6.3 compensation System for the Supervisory Board for the members of the Supervisory Board for the 2009/2010 financial year can be found in the Notes to the Consolidated The compensation system for the Supervisory Board is also Financial Statements and the Notes to the SinnerSchrader AG unchanged. Annual Financial Statements.The compensation for the regular Supervisory Board members is composed of the following components in accordance with 07the Annual General Meeting resolution of 28 January 2004: taKeoVer inforMation pursuant to article 289 para. 4• basic compensation of € 4,000 per year and article 315 para. 4 of the• variable compensation of a further € 4,000 per year maximum gerMan coMMercial code which is dependent on the increase in the consolidated income per share in comparison to the previous year, with a The subscribed capital of SinnerSchrader AG is divided into variable payment of € 400 being due for every € 0.01 positive 11,542,764 individual no-par value share certificates with a change per share calculated face value of € 1 issued in the name of the owner. • expenses Different classes of shares have not been formed.• D&O insurance without excess• reimbursement of the turnover tax to be paid on the The members of the Management Board are underwriters of a Supervisory Board compensation and the expenses consortium agreement in which the pre-IPO investors in Sinner- Schrader AG are obligated to the pooling of voting rights in the event of exercising rights and to standard pre-purchase and co-sale rights.

85 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORTOn 31 August 2010 SinnerSchrader held 360,945 shares of at least two people and for the Supervisory Board to be able to treasury stock, which give it no voting rights or other rights. appoint deputy members of the Management Board.Several shareholders have notified SinnerSchrader AG pursu- According to Article 119 para. 1 No. 5 AktG, amendments to the ant to Article 21 of the Securities Trading Act (“WpHG”) in Statutes are subject to the Annual General Meeting. According conjunction with Article 22 WpHG that over 10 % of the votes to the Statutes, the Supervisory Board is furthermore authorised can be assigned to them. The most recent notification for to adopt amendments to the statute that affect only the wording.each individual is listed in the Notes to the SinnerSchrader AG Annual Financial Statements as of 31 August 2010. Accord- The Annual General Meeting of 18 December 2008 authorised ing to the information there, as well as the presentation of the the Management Board to increase the share capital of the AG shares held by the Board members in the Notes to the Annual once or repeatedly by up to a total of € 5,770,000 until 15 Janu-Financial Statements of the AG, Matthias Schrader, co-founder ary 2013 with the approval of the Supervisory Board by issuing of SinnerSchrader and Chairman of the Management Board of new no-par-value shares in return for a contribution in cash or a the AG, directly held 2,455,175 shares as of 31 August 2010, contribution in kind.corresponding to 21.27 % of all voting rights. The Annual General Meeting of 23 January 2007 authorised the None of the shares issued in SinnerSchrader AG are granted Management Board to conditionally increase the share capital special rights. 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 The AG does not initiate voting controls for employees holding to no-par-value share certificates of the AG to employees and a share of the capital if these employees do not fall under the members of the management of the AG and affiliated compa-cited consortium agreement. nies by up to € 600,000.The appointment and dismissal of the members of the Manage- According to the Annual General Meeting of 16 December 2009, ment Board is based on Article 84 of the German Stock Corpor- the Management Board is entitled to buy back treasury stock ation Act (“AktG”). In addition, the Statutes of SinnerSchrader AG up to a total share in the AG of 10 % of the share capital via make provisions for the Management Board to be made up of the stock exchange or a public purchase offer addressed to all

86 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORT shareholders by 15 December 2013. The Management Board and the possible impact on the asset, financial, and income may not take advantage of this authorisation to trade treasury situation and continuously monitoring them. On the other hand, stock. it means identifying measures with which risks can be limited or avoided and – with regard to the Group’s own core expertise, As of 31 August 2010, there were no major agreements of the financial strength, and the costs of the relevant measures – AG that are subject to the condition of the change of control. defining which limitation or avoidance measures can be taken and to what extent for which risks.No compensation agreements made by the AG in the event of a takeover offer have been made with members of the Manage- In managing the Group, it is one of the key tasks of the Manage-ment Board or employees. ment 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 08 risKs and opportunities of and administrative divisions. future business deVelopMent 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 In its business, SinnerSchrader is subject to many risks which Group strives for a high shareholders’ equity rate in order to could have a negative impact on the Group’s and the AG’s guarantee the independence and competitiveness of the com-asset, financial, and income situation or could result in Sinner- pany and the continued existence of the operative companies Schrader failing to meet the goals it has set for future business and to finance both organic and inorganic growth.development. The SinnerSchrader Group’s risk management system and the It is necessary to take risks when engaged in entrepreneurial risk profiles of the individual divisions are documented in a risk activity aimed at earning profits. To ensure that the success is manual. An employee from the financial division of the AG has sustainable, it is important to manage these risks. On the one been appointed the Group’s risk commissioner and has been hand, this means evaluating them for probability of occurrence commissioned to subject the specified risk management system

87 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORTto regular internal evaluation and to document the results in Statements. The goal is to ensure regulation-compliant financial a risk report to the Management Board at least once a year. statements through principles, procedures, and controls and Furthermore, it is the task of the risk commissioner to randomly to prevent material misstatements in the context of external analyse individual divisions on behalf of the Management Board reporting.with regard to how far the specified measures to limit or avoid risks are being implemented. Risk management in the accounting process is based on Group- wide standardised accountancy rules, compliance with which It is the responsibility of the managers of the individual divisions is regularly checked by the controlling and accounting depart-to continuously monitor and manage the risks in their own div- ments centrally embedded in SinnerSchrader AG. Furthermore, isions. If there is a significant increase in the degree of individual a central accounting system based on Microsoft Dynamics NAV risks above a specified threshold, they are required to report it has been implemented, which is managed and posted to by the immediately to the Management Board. central accounting department. With the exception of the spot- media Group, all operatively active companies were included Good risk management depends on quickly and reliably in this central accounting system in the 2009/2010 financial providing information to the management about the course of year. The inclusion of spot-media AG in the central accounting business. To this end, SinnerSchrader has set up a controlling system is planned for the 2010/2011 financial year.and reporting system which reports on a monthly basis on the development of key business data in the individual divisions and Another key aspect of the accounting-related risk management on the financial results. system is the creation of monthly financial statements, which form the basis for monthly reporting on all business units and Key Aspects of the Internal control and risk Management companies. The monthly reports include the closing figures for System with respect to the Accounting process pursuant the month and the accumulated closing figures for the current to Article 289 para. 5 and Article 315 para. 2 no. 5 of the financial year as well as an updated forecast for the entire year. German commercial code They also compare the current figures to the planned figures The risk management system of SinnerSchrader also covers and to those of the previous year as well as to the key figures the accounting-related processes in the managing AG and in from the Statements of Operations and the key operating figures the subsidiaries that are included in the Consolidated Financial as related to the last forecast. The reports are the starting

88 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORT point for a monthly review discussion between the Manage- The cornerstones of the accounting-related control system are ment Board of SinnerSchrader AG and the managers of the appropriate access regulations and book entry permissions for respective units or companies. This discussion is prepared by the accounting system and observance of the second partner the central controlling department and serves to explain the key review principle as an important controlling tool.business developments and thus the plausibility of the monthly closing figures. Furthermore, internal guidelines for making payments and investing liquid funds serve to safeguard the Company’s assets.The close integration of the central controlling and accounting departments is also a factor in the risk management system for The internal control routines are supplemented by the external the accounting process. The figures reported by controlling for auditing of the Annual and Consolidated Financial Statements the individual companies, sub-groups, and the Group must cor- on behalf of the Supervisory Board by an auditor approved by respond to the figures posted. the Annual General Meeting once a year.To ensure that the accounting department is always up to date As far as the key risk areas are concerned, the risk profile of with the latest legal requirements, the employees in accounting the SinnerSchrader Group did not change significantly in the are regularly trained either internally or externally. Furthermore, 2009/2010 financial year. In light of a large-scale public discus-if there are complex or new situations and procedures which are sion about data protection on the Internet and legal changes, significant as regards correctly reporting the accounts of each however, this issue did become more important in the context company and the Group, an appraisal by the auditor will be car- of risk management. In the following, individual risk areas identi-ried out during the year; when necessary, SinnerSchrader AG also fied as being important will be explained in more detail. This takes advantage of the expertise of other external professionals. selection of risks does not mean that there can be no significant impact on the asset, financial, and economic situation of Sinner- Schrader from other risks that have not been mentioned.

89 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORTeconomic risks could only build them up over time. Bigger competitors with an The general economic development influences the volume of in- international market presence already have relevant structures vestments in IT and Internet services as well as expenditure on or would be able to establish them more quickly.online marketing and supporting services. A deterioration in the economic situation could reduce the market volume addressed operational risksby SinnerSchrader with regard to quantity and price. The meas- SinnerSchrader earns around 19 % of its net revenues with ures for capacity adjustment which are necessary as a reaction one customer; the ten biggest customers together account for to such a development may be effective only with a time lag and slightly 76 % of the net revenues. It would only be possible to would lead to costs for restructuring measures. compensate for the loss of the business of these important customers after a considerable period of time, if at all, during competition which it would not be possible to reduce costs correspondingly.Competition in the market for Internet services continues to be intense. The market is fragmented and the number of competi- Since the revenues from business in the Interactive Marketing tors is high. Furthermore, new providers with a wider service and Interactive Media segments are not usually secured by portfolio and international operations are entering the market. long-term contracts, but instead largely come about on the The future development of SinnerSchrader depends largely on basis of individual orders for a limited period, revenue plans are how well the Company succeeds in achieving adequate prices subject to a high degree of uncertainty. Orders on hand do not for its services. usually extend beyond one quarter’s revenues.The extent to which the procurement of programming services SinnerSchrader processes a major part of its revenues within in emerging nations becomes more important for competitive- the framework of fixed price agreements. Because of the com-ness in relation to the individual developments offered by Sinner- plexity and the high technical demands, the originally calculated Schrader is also significant in this context. SinnerSchrader does costs may be exceeded, resulting in unplanned losses. Further-not currently have sources for such services and, if necessary, more, SinnerSchrader assumes standard guarantee and liability

90 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORT stipulations within the framework of project contracts which can its initial investment and generate a positive overall income from result in considerable follow-up costs for individual projects. the project. Negative developments on the part of the customer, e.g. a deterioration in the perception of the customer’s brand, a The projects that SinnerSchrader undertakes for renowned deterioration in the relative competitive position of the customer customers sometimes have a considerable effect in the public in its industry or a bankruptcy can mean that SinnerSchrader sphere. Quality deficiencies in the services provided, particularly cannot earn back its initial investment with an adequate return.those which enable unauthorised access to personal data, can result in negative publicity which could significantly impair the personnel riskssale of services and thus future business development. The success of SinnerSchrader is largely dependent on the qualification and motivation of its employees. Some employees Within the context of providing its services, SinnerSchrader in key roles are particularly important. If SinnerSchrader is sometimes has access to the personal data of its customers’ unable to attract and hold onto a sufficient number of qualified customers. This data could be abused as a result of deliberate professionals and talented newcomers at adequate prices, the or negligent acts by its employees. In addition to the directly further growth and success of SinnerSchrader could be signifi-resultant damage, if such an incident were to become known, cantly affected.the associated loss of confidence in SinnerSchrader would make the sale of its services much more difficult. technological risks The market for IT and Internet services is characterised by a In the new segment of Interactive Commerce, SinnerSchrader high speed of change in the basic technologies used and by a offers to develop, maintain, and operate online sales channels level of standardisation which remains low. The future market for companies in return for a share of the revenues; this service success of SinnerSchrader depends on the extent to which the includes fulfilment, payment transactions, customer care, and, breadth and depth of the technological expertise can be kept at where appropriate, online marketing. Since the establishment an adequate level and technological dead-ends can be avoided and start-up costs are completely or largely borne by Sinner- in view of the high employee orientation costs with limited Schrader, contracts lasting several years are concluded with resources.customers, in the course of which SinnerSchrader can cover

91 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORTIn the new business field of ad serving, SinnerSchrader basically the expertise, market knowledge, and customer relations which develops and markets a software product. Keeping this product are being acquired are rarely permanently tied to the acquired competitive in the long term requires annual development company. Unsuccessful integration can therefore quickly lead expenditure of a considerable level. It is decisive to the success to the need for considerable depreciation or even a total loss of of the product on the market that these further developments the investment.satisfy market needs in terms of content and time. If this is not successful, the preliminary development work could no longer In spite of the relevance of the risks listed above and on the be covered by income from marketing. basis of the available information, no risks are currently apparent that would threaten the future existence of the SinnerSchrader Competitors in this market have bigger development teams, Group or SinnerSchrader AG. Thanks to good business devel-more financial resources, and maybe also the opportunity to opment in the 2009/2010 financial year, the asset and financial position their ad serving product with an attractive price due to situation of the Group is stable.cross-subsidies. If SinnerSchrader does not succeed in estab-lishing an adequate cost-benefit ratio by means of differentiation, The risks are countered by opportunities, and SinnerSchrader preliminary development work may not be covered. could exceed its goals if they occur. The main opportunities lie with existing customers, the “SinnerSchrader” brand name, risks from Acquisitions the positive signals for the development of the companies SinnerSchrader is also interested in expanding its market taken over, and the performance of some key members of staff, position in Germany through targeted acquisitions. The success especially those with sales and customer care tasks. Above and of acquisitions depends on the extent to which the acquired beyond what is assumed in the plans, these factors could result company can be integrated in the Group structure and the in the acquisition of large new high-potential customers or cur-desired synergies are achieved. In this context, acquisitions in rently unforeseeable individual orders from existing customers.the field of professional services entail the particular risk that

92 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORT 09A special opportunity lies in the development of the position Major eVents afterof digital agencies in the market for marketing and advertising the balance sheet dateservices. Because of their growing importance, digital 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 There were no major events after the balance sheet date that years. As a result, higher order volumes, longer-term customer should be reported.relationships, and overall higher margins could be possible for SinnerSchrader. 10The expansion of the business portfolio in the 2008/2009 financial year resulted in synergies above and beyond the forecastextent currently planned for, and it also helped to extend the customer base.Also, the rising demand for the services offered by Sinner-Schrader alone could result in SinnerSchrader being able to SinnerSchrader ended the 2009/2010 financial year with a achieve higher prices on the market than assumed in the plans. record quarter and thus made better progress in the year under review than planned. The strong economic boost in Germany Furthermore, other successful acquisitions could bring about in the second calendar quarter of 2010 led to an astonishing a very positive change in the planned development, since the revival in the demand for the services of the SinnerSchrader forecasts are based solely on the organic development of the Group in all of its business divisions. This recovery can be seen companies in the SinnerSchrader Group. most clearly in the growth rates for incoming orders in the Inter- active Marketing segment, which were 37 % higher in the fourth quarter of 2009/2010 than in the previous year.

93 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORTThe latest analyses and forecasts for the development of the In light of this, SinnerSchrader sees significant growth oppor- Germany economy show that the second calendar quarter was tunities and only minimal potential for a reversal in the market for not an isolated spike but rather the start of a growth phase the 2010/2011 financial year. The challenge in the financial year with comparatively high growth rates, even though the growth will be to take advantage of these growth opportunities in order dynamics of 2011 as currently predicted by the majority of to improve the relative market position of SinnerSchrader and, analysts are expected to slow down by around 1 percentage parallel to this, to develop the organisation so that it can continue point compared to 2010. What is positive from SinnerSchrader’s to meet increasing demands. The success of SinnerSchrader point of view is that, in the current upswing, forecasters expect will depend not least on the Company’s ability to acquire the consumption to be a noticeable growth factor, which would best minds and talents in the competitive market.mean good development opportunities for the sector which is currently most important to SinnerSchrader, namely, Retail & The largest relative contributions to growth are expected from Consumer Goods. the Interactive Media and Interactive Commerce segments. Through the acquisition of newtention technologies GmbH in Parallel to this, the digitisation of marketing is continuing, which 2009, SinnerSchrader prepared itself ideally in the Interactive will lead to growth in the market for the services offered by Sinner- Media segment for the dynamics in traditional online advertis-Schrader. “Social media” and “app economy” are just two of the ing and the demand for performance-based media offers. At recent keywords which represent the continued high speed at the start of the 2010/2011 financial year, SinnerSchrader also which digitisation is creating new opportunities for shaping the strengthened the management of this segment with compe-relationship between companies and customers. From the point tent individuals from the online media sector. This constella-of view of gross advertising revenues, the Internet was already tion should make it possible to perpetuate the success of the catching up with newspapers to be the second-largest medium second half of the old financial year and lead the segment to following television in 2010 according to the latest forecasts new dimensions in the medium term. This should also help the from the OVK. The Online Report 2010/2 of the OVK showed segment tap new revenue streams through the establishment that at the end of 2010, there was less than 1 percentage point and marketing of a performance network under the “mementoo” between the Internet and newspapers as regards the proportion brand which is to be launched during the first quarter of the of gross advertising expenditures. 2010/2011 financial year.

15–20%ORGANIC GROWTH OF NET REVENUES AND IMPROVEMENT IN OPERATIVE EARNINGS (EBITA) IN THE 2010/201 1 FINANCIAL YEAR

95 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 JOINT STATUS REPORTIn the Interactive Commerce segment, in which SinnerSchrader Overall, SinnerSchrader anticipates organic growth in net began operations in the last quarter of the 2008/2009 financial revenues of between 15 % and 20 % for the 2010/2011 financial year, there are plans to achieve a breakthrough with the acquisi- year and an improvement in the operating result (EBITA) of at tion of the first large project in 2010/2011 and to use the tailwind least the same amount. The operative improvements in the from the expected positive consumer climate in existing projects 2010/2011 financial year will also have a positive effect on the to achieve a rapid break-even. But these things alone will not net income and the earnings per share. Beyond the organic be enough in the 2010/2011 financial year to move the segment growth, expansions or extensions are possible through acquisi-as a whole into the profit zone; there should be a noticeable tions in the 2010/2011 financial year. For the following years, decrease in initial losses, however. SinnerSchrader expects that the pace of organic growth will slow down again, though it will still be in the double-digit range. The Interactive Marketing segment will play on its strengths In the medium term, SinnerSchrader is aiming for an operating in e-commerce as well as marketing and sales platforms in margin (EBITA in relation to net revenues) of 15 %.2010/2011 and thus once again make the largest absolute con-tribution to the growth of SinnerSchrader. The goal in this seg- Through the integration of key operative subsidiaries via profit ment, too, however, is to significantly strengthen competencies and loss transfer agreements, the positive developments ex-and visibility on the side of digital brand communication, even pected for the Group will also have a positive effect on the profit if this stands in the way of further improvement in the margins. development of SinnerSchrader AG, which would leave room for The development of the margin will also come down to how the a dividend increase.increases on the cost side, particular among personnel costs, can be absorbed or passed on to customers by increasing the Hamburg, 29 October 2010 | The Management Boardeffective realised daily rates. Matthias Schrader | Thomas Dyckhoff

FOR TUIFLY

06CONSOLIDATED FINANCIAL STATEMENTS OF SINNERSCHRADER AG

103 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS

104 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | CONSOLIDATED BALANCE SHEETS consolidated balance sheets as of 31 august 2010Assets in € 31.08.2010 31.08.2009 Notes No.Current assets:Liquid funds 2,246,227 3,214,983 2.11Marketable securities 6,043,662 4,773,391 4.6cash and cash equivalents 8,289,889 7,988,374Accounts receivable, net of allowances for doubtful accounts of € 191,040 and € 155,924 at 31.08.2009 and 31.08.2008, respectively 6,106,158 5,202,256 2.9Unbilled revenues 1,212,833 888,816 4.3Other current assets and prepaid expenses 176,526 129,694 4.5total current assets 15,785,406 14,209,140Non-current assets:Goodwill 2,965,047 3,134,986 4.1Other intangible assets 1,166,992 1,703,583 4.1Property and equipment 896,008 1,028,480 4.1Tax receivables 167,951 162,047 4.4Other non-current assets and prepaid expenses – 103,449 4.5total non-current assets 5,195,998 6,132,545total assets 20,981,404 20,341,685

105 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | CONSOLIDATED BALANCE SHEETS Liabilities and shareholders’ equity in € 31.08.2010 31.08.2009 Notes No.Current liabilities:Trade accounts payable 1,991,202 2,020,562 2.13Advance payments received 727,595 421,922 4.3Other accrued expenses 2,196,367 1,701,860 4.10Tax liabilities 1,845,589 1,256,734 4.9Other current liabilities and deferred income 1,012,067 1,081,201 4.11total current liabilities 7,772,820 6,482,279Non-current liabilities:Other non-current liabilities 289,029 736,745 4.12Deferred tax liabilities 343,850 588,598 5.5total non-current liabilities 632,879 1,325,343Shareholders’ equity:Subscribed capitalCommon stock, stated value € 1, issued: 11,542,764 and 11,542,764, outstanding: 11,181,819 and 11,272,108at 31.08.2009 and 31.08.2008, respectively 11,542,764 11,542,764 4.8Treasury stock, 270,656 and 45,185 at 31.08.2009 and 31.08.2008, respectively -596,142 -418,027 4.8Additional paid-in capital 3,599,444 3,599,444 4.8Reserves for share-based compensation 141,259 102,037 4.8Accumulated deficit -2,132,749 -2,334,226Changes in shareholders’ equity not affecting net income 21,129 42,071 4.8total shareholders’ equity 12,575,705 12,534,063total liabilities and shareholders’ equity 20,981,404 20,341,685The accompanying notes are an integral part of these Consolidated Financial Statements.

106 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | CONSOLIDATED STATEMENTS OF OPERATIONS consolidated stateMents of operations for the 2009/2010 and 2008/2009 financial years in € 2009/2010 2008/2009 Notes No.Gross revenues 28,718,061 27,664,453 2.17Media costs -4,783,236 -6,728,899total revenues, net 23,934,825 20,935,554Cost of revenues -19,197,787 -14,250,376Gross profit 7,737,038 6,685,178Selling and marketing expenses -2,344,473 -2,114,372General and administrative expenses -3,467,610 -3,370,147Research and development expenses -410,895 -332,817 2.19operating income 1,514,060 867,842Other income 68,190 106,519 5.3Other expenses -15,718 -19,990 5.3Financial income 144,024 337,431 5.4Financial expenses -56,756 -38,347 5.4Income before provision for income tax 1,653,800 1,253,455Income tax -550,554 -314,364 5.5net income 1,103,246 939,091Net income attributable to external shareholders – -291,935 2.3Net income attributable to the shareholders of SinnerSchrader AG 1,103,246 1,231,026Net income per share (basic) 0.10 0.11Net income per share (diluted) 0.10 0.11Weighted average shares outstanding (basic) 11,253,987 11,356,215Weighted average shares outstanding (diluted) 11,253,987 11,356,680The accompanying notes are an integral part of these Consolidated Financial Statements.

107 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMEconsolidated stateMents of coMprehensiVe incoMe for the 2009/2010 and 2008/2009 financial years in € 2009/2010 2008/2009 Notes No.net income 1,103,246 939,091Other comprehensive incomeForeign currency translation adjustment -10 18 2.5Change in fair value of available-for-sale financial instruments -30,906 25,075 4.6Taxes on income recognised directly in shareholders’ equity 9,975 -8,093 4.6changes in shareholders’ equity not affecting net income -20,942 17,000consolidated comprehensive income 1,082,304 956,091Comprehensive income attributable to external shareholders – -291,935comprehensive income attributable to the shareholders of SinnerSchrader AG 1,082,305 1,248,026The accompanying notes are an integral part of these Consolidated Financial Statements.

108 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EqUITY consolidated stateMents of shareholders’ equity for the 2009/2010 and 2008/2009 financial years in € Number of shares Common stock Treasury stock Additional outstanding paid-in capitalBalance at 31.08.2008 11,497,579 11,542,764 -72,192 3,601,770Comprehensive income – – – –Disbursed dividend – – – –Deferred compensation – – – –Purchase of treasury stock -245,471 – -376,761 –Re-issuance of treasury stock 20,000 – 30,926 -2,326Acquisition of external interests – – – –Changes in basis of consolidation – – – –Balance at 31.08.2009 11,272,108 11,542,764 -418,027 3,599,444Comprehensive income – – – –Disbursed dividend – – – –Deferred compensation – – – –Purchase of treasury stock -90,289 – -178,115 –Balance at 31.08.2010 11,181,819 11,542,764 -596,142 3,599,444The accompanying notes are an integral part of these Consolidated Financial Statements.

109 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EqUITY Reserves for share- Retained Changes in Total shareholders’ External interests Total shareholders’ Notes No.based compensation earnings/losses shareholders’ equity equity without equity not affecting external interests net income 70,778 -2,197,346 25,071 12,970,845 – 12,970,845 – 1,231,026 17,000 1,248,026 -291,935 956,091 – -1,367,906 – -1,367,906 – -1,367,906 4.8 31,259 – – 31,259 – 31,259 4.8 – – – -376,761 – -376,761 4.8 – – – 28,600 – 28,600 4.8 – – – – -584,827 -584,827 2.3 – – – – 876,762 876,762 2.3 102,037 -2,334,226 42,071 12,534,063 – 12,534,063 – 1,103,246 -20,942 1,082,304 – 1,082,304 – -901,769 – -901,769 – -901,769 4.8 39,222 – – 39,222 – 39,222 4.8 – – – – – -178,115 4.8 141,259 -2,132,749 21,129 12,575,705 – 12,575,705

110 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | CONSOLIDATED STATEMENTS OF CASH FLOWS consolidated stateMents of cash flows for the 2009/2010 and 2008/2009 financial years in € 2009/2010 2008/2009 Notes No.Cash flows from operating activities:Net income 1,103,246 939,091Adjustments to reconcile net income to net cash used in operating activities:Amortisation of intangible assets 618,592 486,166 4.1Depreciation of property and equipment 531,615 533,332 4.1Share-based compensation 39,222 31,259 6Bad debt expenses 35,116 -2,000Gains/losses on the disposal of fixed assets 2,502 460 5.3Deferred tax provision -234,773 -473,271 5.5Changes in assets and liabilities:Accounts receivable -939,018 -364,726 2.9Unbilled revenues -324,017 356,799 4.3Tax receivables -64,182 40,961 4.4Other current assets 30,840 236,267 4.5Accounts payable, deferred revenues, and other liabilities 401,885 -526,264 4.11Tax liabilities 647,133 1,083,535 4.9Other accrued expenses 494,507 -112,907 4.10net cash provided by (used in) operating activities 2,342,668 2,228,702

111 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | CONSOLIDATED STATEMENTS OF CASH FLOWS in € 2009/2010 2008/2009 Notes No.Cash flows from investing activities:Acquisition of subsidiary companies less acquired liquid funds – -805,770 2.3Purchase price payments for acquisition of subsidiary companies in previous years -553,505 -270,280 2.3Purchase of property and equipment -380,421 -527,175 4.1Proceeds from sale of equipment 2,396 7,322 4.1Additions of marketable securities -3,800,000 -4,748,315 4.6Proceeds from the disposal of marketable securities 2,500,000 – 4.6net cash provided by (used in) investing activities -2,231,530 -6,344,218Cash flows from financing activities:Payment to shareholders -901,769 -1,367,906 4.8Payment for treasury stock -178,115 -376,761 4.8net cash provided by (used in) financing activities -1,079,884 -1,744,667Net effect of rate changes on cash and cash equivalents -10 18net increase/decrease in cash and cash equivalents -968,756 -5,860,165Cash and cash equivalents at beginning of period 3,214,983 9,075,148 2.11Cash and cash equivalents at end of period 2,246,227 3,214,983 2.11thereof back-up of bank guarantees 651,107 617,855For information only, contained in cash flows from operating activities:Interest payment received 132,569 96,095 5.4Paid interest -3,526 -2,758 5.4The accompanying notes are an integral part of these Consolidated Financial Statements.

07NOTES OF THE SINNERSCHRADER GROUP

113 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTES01 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 2009/2010 financial year were completed according to the International Financial Reporting Standards (“IFRS”) of the International Accounting Standards Board (“IASB”), as they are to be applied in the European Union (EU), in force on the report date, 31 August 2010, taking account of the interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”) and corresponding to the supplementary requirements of Article 315 a of the German Commercial Code (“HGB”). The statements were prepared on a going-concern basis. The representation of the Annual Financial Statements was adapted in implementation of IAS 1 rev. Among other things, the Con- solidated Financial Statements were supplemented by a statement of recognised income and expense. The representation of the Consolidated Statement of Operations has also been changed with respect to the cost of sales method. Scheduled amortisations for intangible assets identified within the scope of initial consolidation have all been assigned to the relevant function costs. The information for the previous year has been adapted accordingly. The Consolidated Financial Statements as of 31 August 2010 were released for submission to the Supervisory Board on 29 October 2010. The Consolidated Financial Statements will probably be approved at the balance sheet meeting of the Supervisory Board on 3 November 2010; until the time of approval it is possible for the Supervisory Board to amend the Consolidated Financial Statements.

114 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTESThe SinnerSchrader Group is a service company which is 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, Sinner-Schrader 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 the set-up and management of online sales channelsThe SinnerSchrader Group started its work in 1996. SinnerSchrader AG was founded in 1999 as a new managing parent company and was listed on the stock exchange in the same year. All 11,542,764 shares issued in SinnerSchrader AG have been approved for trade in the regulated market of the Frankfurt Stock Exchange.02 presentation of the Main eValuation and balancing Methods2.1 Financial YearThe Consolidated Financial Statements of the SinnerSchrader Group refer to the financial years covering 1 September 2009 to 31 August 2010 (“2009/2010”) and from 1 September 2008 to 31 August 2009 (“2008/2009”) as well as the report dates 31 August 2010 and 31 August 2009, respectively.

115 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTES2.2 New Accounting PrinciplesThe following standards and interpretations or amendments to these standards and interpretations, to be applied for the first time inthe 2009/2010 financial year, did not have any effect or only had an immaterial effect on the presentation of the asset, financial, andincome situation of the Group. IAS/IFRS/IFRIC Content To be applied for annual periods beginning on or after the following dateIAS 11) Presentation of Financial Statements 1 January 2009IAS 231) Borrowing costs 1 January 2009IAS 271) Consolidated and Separate Financial Statements 1 July 2009IAS 321) Financial Instruments: presentation (Puttable Instruments) 1 January 2009IAS 391) Financial Instruments: Recognition and Measurement (Eligible Hedged Items) 1 July 2009IFRS 11) First-time Adoption of IFRS (Restructuring of the Standard) 1 July 2009IFRS 11)/IAS 271) Cost of an Investment in a subsidiary, jointly-controlled entity or associate 1 January 2009IFRS 21) Share-based payments (Vesting Conditions and Cancellation) 1 January 2009IFRS 31) Business Combinations 1 July 2009IFRS 71) Financial Instruments: Disclosures 1 January 2009IFRS 8 Operating Segments 1 January 2009IFRIC 12 Service Concession Arrangements 28 March 2009IFRIC 15 Agreements for the Construction of Real Estate 1 January 2009IFRIC 16 Hedges of a Net Investment in a Foreign operation 30 June 2009IFRIC 17 Distributions of Non-cash Assets to owners 1 July 2009IFRIC 18 Transfers of Assets from Customers 1 July 2009Various Annual Improvement Project 2008 1 January 2009Various Annual Improvement Project 2007–2009 30 June 20092)IAS International Accounting StandardsIFRIC International Financial Reporting Interpretations CommitteeIFRS International Financial Reporting Standards1) Amendments2) Applies for amendments to IAS 38 and IFRS 2

116 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTESIn the reporting period, the IASB issued standards as well as interpretations and amendments to existing standards, the applicationof which was not mandatory in the Consolidated Financial Statements for this period. The application of these innovations alsopresumes that they have been assumed 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 dateIAS 241) Related party Disclosures 1 January 2011IAS 321) Financial Instruments: Classification of Rights Issues 1 February 2010IFRS 11) Limited Exemption from Comparative IFRS 7 Disclosures for First-time Adopters 1 Juliy 2010IFRS 9 Financial Instruments: Reassessment of Embedded Derivatives 1 January 2013IFRIC 141) / IAS 191) The limit on Defined Benefit Asset Minimum Funding Requirements and their Interaction 1 January 2011IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments 1 Juliy 2010Various Annual Improvement Project 2008–2010 1 January 20101) Amendments

117 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTESFurthermore, in the previous year, the IASB issued standards as well as interpretations and amendments to existing standardswhich have since been adopted in the context of EU endorsement but the application of which was not mandatory for Sinner-Schrader as of 31 August 2010. The following standards are concerned: IAS/IFRS/IFRIC Content To be applied for annual periods beginning on or after the following dateIFRS 21) Share-based Payment (Vesting Conditions and Cancellation) 1 January 2010IFRS 11) Additional exceptions for first-time adoption of IFRS 1 January 2010Various Annual Improvement Project 2007–2009 1 January 20102)1) Amendments2) With the exception of amendments of IFRS 2 and IAS 38 which are to be applied for periods beginning after 30 June 2009SinnerSchrader is currently examining the impact on its consolidated assets, financial, and income situation as a result of applyingthese regulations for the first time. Additional information in the Notes will probably result from the first application of IAS 24 and theamended standards in conjunction with the two Annual Improvement Projects.

118 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTES2.3 consolidation GroupThe consolidation group as of 31 August 2010 consisted of the AG as well as the following direct or indirect subsidiaries of the AG, each of which was fully consolidated:1. SinnerSchrader Deutschland GmbH, Hamburg, Germany2. spot-media AG, Hamburg, Germany3. spot-media consulting GmbH, Hamburg, Germany4. newtention technologies GmbH, Hamburg, Germany5. newtention services GmbH, Hamburg, Germany6. next commerce GmbH, Hamburg, Germany7. mediaby GmbH, Hamburg, Germany8. SinnerSchrader UK Ltd., London, UK9. SinnerSchrader Benelux BV, Rotterdam, the NetherlandsCompared to the balance sheet date of the previous year, the consolidation group changed to include the mediaby GmbH.mediaby Gmbhmediaby GmbH came about as a result of the spin-off of the online media division from SinnerSchrader Deutschland GmbH, which was decided on 28 April 2010 and entered in the Commercial Register on 15 June 2010. The spin-off was retroactive as at 1 September 2009.The company is a 100 % subsidiary of SinnerSchrader Aktiengesellschaft.mediaby GmbH’s business is consultancy in and planning, implementation and accounting of advertising on the Internet in the broadest sense, including the design and production of advertising media.

119 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTESnewtention Groupnewtention technologies GmbH and its subsidiary newtention services GmbH have been included in the Consolidated Financial Statements of SinnerSchrader AG since 1 December 2008. 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.In the previous year, all of the shares in the newtention Group were still owned by the former shareholders (“external interests”) until the transfer to SinnerSchrader AG in May 2009. For this reason, both the acquired net assets on 1 December 2008 and the profits until transfer of the shares to the AG were completely assigned to these external interests. At the end of May 2009, SinnerSchrader bought them out and took over all the net assets so that the results of the newtention Group were to be attributed entirely to Sinner-Schrader’s shareholders as of 1 June 2009.The purchase price for the final take-over of the newtention Group contained a variable purchase price component paid in April 2010 on the basis of the development of certain key figures of newtention’s business. This was estimated at € 40,000 within the context of first consolidation. As part of the payment in the ongoing financial year it was set at € 49,000. The difference of € 9,000 increased the goodwill from the purchase of the newtention Group.next commerce Gmbhnext 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.On 3 November 2009 SinnerSchrader AG and next commerce GmbH concluded a profit-and-loss-transfer and control agreement. The Annual General Meeting of SinnerSchrader AG endorsed this agreement on 16 December 2009. The agreement took effect when it was entered in the commercial register on 16 March 2010 and was effective for the entire short next commerce GmbH financial year from 20 May 2009 to 30 April 2010.

120 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTESspot-media Groupspot-media AG and its subsidiary spot-media consulting GmbH have been included in the Consolidated Financial Statements since 1 February 2008. The spot-media Group is a digital agency that focuses on maintaining large online shops and portals and on the conception and implementation of website projects for small and medium-sized companies.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 two first earn-out payments were made in February 2009 and February 2010. As at 31 August 2010, the estimate of the outstanding earn-out components was reviewed and adjusted on the basis of the business results and plans. As a result, the goodwill from the acquisition of spot-media AG fell by € 179,000. As at 31 August 2010 the discounted value of the purchase price liability amounted to € 516,000, of which € 227,000 were posted to current and € 289,000 to non-current liabilities.2.4 consolidation principlesAll transactions and balances between affiliated companies within the group 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, mediaby 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.

121 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTES2.5 report currency and currency conversionThe 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 other Income. Where relevant, currency profits and losses from foreign currency transactions are treated with an effect on profits.2.6 estimates and AssumptionsDrawing 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 revenue 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 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

122 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTESsigns 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.2.7 non-current Assets2.7.1 Intangible AssetsIntangible 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.• SoftwareDepreciation for purchased software is linear over an estimated usage period of at least 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 is to be recorded as an expense.

123 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTES• Intangible Assets Acquired in the Course of a Company MergerOther 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 the same as directly acquired intangible assets with their procurement costs minus accumulated planned depreciation over the esti-mated 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 AssetsIn 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.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

124 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTESmaintenance 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 AssetsThe 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 cor-responding cash-generating unit.

125 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTESIf 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 2009/2010 and 2008/2009 financial years, there were no signs of a reduction in the value of goodwill or of the other intangible or tangible assets.2.8 Financial InstrumentsAccording 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

126 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTESfinancial 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 evaluation of the current value of financial instruments available for sale are to be recorded in other income with a neutral effect on profits until the financial instrument is sold, withdrawn or otherwise dis-patched 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 “Shareholders’ equity items with a neutral effect on profits”.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 economic or contractual right to hold it. A financial liability is debited if the obligation upon which this liability is based is fulfilled, terminated or deleted.On 5 March 2009 the IASB published amendments to IFRS 7 “Financial Instruments: Disclosures”. The amendments to IFRS 7 con-cern information on determining the fair value or information about the liquidity risk. The information on determining the fair value has been specified in that a breakdown has been introduced for every class of financial instrument on the basis of a three-level fair value hierarchy” and the scope of disclosure requirements has also been expanded. A distinction is made between three evaluation categories:Level 1: On the first level of the fair value hierarchy, the fair values are determined on the basis of publicly quoted market prices be-cause the best possible objective indication of the fair value of a financial asset or financial liability can be seen on an active market.

127 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTESLevel 2: If there is no active market for an instrument, a company determines the fair value with the help of evaluation models. The evaluation models include the use of the most recent business incidents between expert, willing and independent business partners, a comparison of the fair values of other, broadly identical financial instruments, the use of the discounted cash flow method or option price models. The fair value is estimated on the basis of the results of an evaluation method which uses as much data from the market as possible and is based as little as possible on company-specific data.Level 3: The evaluation methods used at this level are also based on parameters that cannot be observed on the market.2.9 Accounts receivable and unbilled ServicesAccounts 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 current AssetsOther current assets are entered on the balance sheet at their nominal value or achievable amount, whichever is lower.

128 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTES2.11 FundsFunds comprise 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.2.12 Statements of cash FlowsThe statement of cash flow is drawn up according to IAS 7 using the indirect method (cash flow from operating activities) and the direct method (cash flow from investment or financial activities). The financial funds whose change is shown in the statement of cash flows, comprise funds and cash equivalents.2.13 trade Accounts payable and other liabilitiesTrade accounts payable and other liabilities are posted at the repayment value.2.14 Accrued expensesAccording to IAS 37, 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 accrued expenses take account of all recognisable obligations vis-à-vis third parties according to IAS 37.2.15 treasury StockUnder IAS 32, treasury stock is posted at its procurement costs as a deducted item within the shareholders’ equity.

129 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTES2.16 Deferred taxesUnder IAS 12 deferred tax reimbursement claims or liabilities under IFRS are to be posted in the balance sheet if there are differ-ences between the posted values of assets and liabilities in the balance sheet under IFRS and those in the tax balance sheet that will reverse in future years (“temporary differences”). Furthermore, deferred tax reimbursement claims must also be formed for the future use of tax loss carry-forwards. Deferred tax reimbursement claims and liabilities are to be determined on the basis of the liability method.The deferred tax reimbursement 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 tax liabilities are due to them or to which realisation can prob-ably be classified by future taxable profits. Tax reimbursement 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 offset with a neutral effect on profit if they refer to differences that do not have an impact in the profit and loss statement, such as evaluation changes to financial assets available for sale.2.17 revenue realisationSinnerSchrader provides services of various kinds that are treated differently with respect to revenue realisation. In principle, Sinner-Schrader 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

130 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTESwill 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 ServicesProject 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. 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 expenses are generally posted monthly according to the expenditure incurred to provide the service.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 ServicesSinnerSchrader 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.

131 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTESRealised 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 ServicesSinnerSchrader performs operating services for its customers, which in particular also include the 24-hour monitoring and manage-ment 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 SoftwareIn addition to other services, SinnerSchrader supplies its customers with hardware and standard software on request that Sinner-Schrader itself buys on the market. The revenues from this are realised after billing or after the transfer of risk.• Software as a ServiceWith the subsidiary newtention technologies GmbH, 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 costsIn 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 2009/2010 and 2008/2009 financial years, these expenses amounted to € 235,476 and € 259,732, respectively.

132 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTES2.19 research and Development expenditureExpenditure 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.In 2009/2010, research and development costs in the amount of € 410,895 were recorded as an expense in comparison to € 332,817 in 2008/2009. In both years, the criteria for activation of the research and development costs according to IAS 38 were not met since research and development activities cannot be separated (circular process).2.20 leasingLeasing 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 compensationIFRS 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 2010, there were two stock option plans at SinnerSchrader; their structure will be described in more detail in Section 6.1.

133 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTES 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 2000 and 2007, SinnerSchrader issued options to employees to buy common stock. The outstanding options in the 2009/2010 and 2008/2009 financial years were considered accordingly in the calculation of the dilution effect.03 segMent reporting In the Annual Report for the 2009/2010 financial year according to the Management Approach, SinnerSchrader continues to report on the Interactive Marketing, Interactive Media and Interactive Commerce segments. 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 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).

134 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTESIn the 2009/2010 financial year SinnerSchrader merged mediaby GmbH and the subsidiary newtention technologies GmbH acquiredin the 2008/2009 financial year to form the Interactive Media segment. next commerce GmbH forms the Interactive Commerce seg-ment and spot-media AG, together with SinnerSchrader Deutschland GmbH without its media division hived off as of 1 September2009, come together to form the Interactive Marketing segment.All of SinnerSchrader’s revenues were earned by Group companies based in Germany. In the Interactive Marketing segment, netrevenues in the amount of € 4,533,000, € 3,307,000, and € 2,401,000 were achieved with companies from three company groups.The Interactive Media segment achieved net revenues in the amount of € 838,000 with companies from one company group.Table 1a shows the segment information for the 2008/2009 financial year, while the comparable data from the previous year isshown in Table 1b:Segment information for the 2009/2010 financial year in € and number Table 1a01.09.2009–31.08.2010 Interactive Interactive Interactive Sum Holding/ Group Marketing Media Commerce Segments consolidationExternal revenues 21,470,245 6,575,260 672,556 28,718,061 – 28,718,061Internal revenues 343,586 258,751 – 602,337 -602,337 –Gross revenues 21,813,831 6,834,011 672,556 29,320,398 -602,337 28,718,061Media Costs – -4,783,236 – -4,783,236 – -4,783,236Total revenues, net 21,813,831 2,050,775 672,556 24,537,162 -602,337 23,934,825Segment income (EBITA) 3,422,325 172,323 -791,336 2,803,312 -618,188 2,185,124Employees, end of period 257 20 4 281 24 305

135 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTESTable 1b Segment information for the 2008/2009 financial year in € and number 01.09.2008–31.08.2009 Interactive Interactive Interactive Sum Holding/ Group Marketing Media Commerce Segments consolidation External revenues 19,548,926 7,961,681 153,846 27,664,453 – 27,664,453 Internal revenues 191,159 121,807 – 312,966 -312,966 – Gross revenues 19,740,085 8,083,488 153,846 27,977,419 -312,966 27,664,453 Media Costs – -6,728,899 – -6,728,899 – -6,728,889 Total revenues, net 19,740,085 1,354,589 153,846 21,248,520 -312,966 20,935,554 Segment income (EBITA) before external shareholders 2,603,190 260,302 -390,225 2,473,267 -639,413 1,833,854 Segment income (EBITA) 2,603,189 -133,015 -390,225 2,079,950 -639,413 1,440,537 Employees, end of period 224 23 4 251 28 279 All internal revenues were carried out under the usual market conditions. 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.

136 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTESTable 1c explains the reconciliation of the total of the segment earnings to the earnings before tax in the Group for the period from1 September 2009 to 31 August 2010 and for the comparable period in the previous year:Reconciliation of segment income to income before taxes of the Group in € Table 1c 2009/2010 2008/2009Segment income (EBITA) all reporting segments 2,803,312 2,079,950Central costs not passed on to segments -618,188 -639,413EBITA of the Group 2,185,124 1,440,537Amortisation of intangible assets from first consolidation -618,592 -486,166Financial incom of the Group 87,268 299,084Income before taxes of the Group 1,653,800 1,253,455

137 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTES04 InformatIon on the Balance Sheet 4.1 Goodwill, Other Intangible Assets, Property and Equipment, Participations, and Loans The development of goodwill, other intangible assets, and property and equipment in the 2009/2010 financial year is shown in Table 2a:Table 2a Development of goodwill, other intangible assets, and property and equipment in the 2009/2010 financial year in € Acquisition costs: 01.09.2009 Additions Disposals 31.08.2010 Goodwill 3,134,986 9,300 179,239 2,965,047 Other intangible assets 2,930,023 160,263 1,343 3,088,943 Computer hardware 1,822,950 218,448 24,802 2,016,596 Furniture and fixtures 1,096,108 102,130 25,195 1,173,043 Leasehold improvements 425,571 5,201 – 430,772 Total fixed assets 9,409,638 495,342 230,579 9,674,401 Accumulated depreciation, 01.09.2009 Additions Disposals 31.08.2010 amortisation and writedowns: Goodwill – – – – Other intangible assets 1,226,440 696,852 1,341 1,921,951 Computer hardware 1,362,502 267,747 24,511 1,605,738 Furniture and fixtures 672,695 111,400 20,590 763,505 Leasehold improvements 280,952 74,208 – 355,160 Total fixed assets 3,542,589 1,150,207 46,442 4,646,354 Net book value: 31.08.2009 31.08.2010 Goodwill 3,134,986 2,965,047 Other intangible assets 1,703,583 1,166,992 Computer hardware 460,448 410,858 Furniture and fixtures 423,413 409,538 Leasehold improvements 144,619 75,612 Total fixed assets 5,867,049 5,028,047

138 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTESThe development of goodwill, other intangible assets, property and equipment, participations, and loans in the 2008/2009 financialyear is shown in Table 2b: Development of goodwill, other intagible assets, property and equipment, participations, and loans in the 2008/2009 financial year in € Table 2b Acquisition costs: 01.09.2008 Addition from first Additions Disposals 31.08.2009 consolidationGoodwill 2,592,463 542,523 – – 3,134,986Other intangible assets 1,073,252 1,402,812 453,961 2 2,930,023Computer hardware 1,510,013 32,974 288,632 8,669 1,822,950Furniture and fixtures 1,038,637 5,319 56,351 4,199 1,096,108Leasehold improvements 424,747 – 824 – 425,571Participations and loans receivable 250,000 – – 250,000 –Total fixed assets 6,889,112 1,983,628 799,768 262,870 9,409,638Accumulated depreciation, 01.09.2008 Additions Disposals 31.08.2009amortisation and writedowns:Goodwill – – – – –Other intangible assets 636,267 – 590,173 – 1,226,440Computer hardware 1,109,292 – 255,860 2,650 1,362,502Furniture and fixtures 574,043 – 101,091 2,439 672,695Leasehold improvements 208,577 – 72,375 – 280,952Participations and loans receivable 250,000 – – 250,000 –Total fixed assets 2,778,179 – 1,019,498 255,089 3,542,589Net book value: 31.08.2008 31.08.2009Goodwill 2,592,463 3,134,986Other intangible assets 436,985 1,703,583Computer hardware 400,721 460,448Furniture and fixtures 464,594 423,413Leasehold improvements 261,170 144,619Participations and loans receivable – –Total fixed assets 4,110,933 5,867,049

139 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTES4.1.1 GoodwillThe goodwill in the amount of € 2,965,000 posted to the balance sheet as of 31 August 2010 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.The value of the goodwill as of 31 August 2009 was € 3,135,000.In the 2009/2010 financial year the goodwill of the spot-media Group was reduced from € 2,792,000 to € 2,613,000 because of changed estimates of the outstanding earn-out payments. The goodwill of the newtention Group rose from € 343,000 to € 352,000 because the earn-out payment to be made in April 2010 was € 9,000 higher than previously estimated.The goodwill was assigned to the respective company groups as cash-generating units (“CGU”).The impairment tests of the goodwill were carried out on 31 August 2001 at the level of these CGUs. The value of the goodwill was confirmed.The calculation of the achievable amount of the “newtention Group” cash-generating unit and the “spot-media Group” cash-generating unit was determined on the basis of the Value in Use or the Fair Value less Costs to Sell, making use of cash flow forecasts as of 31 August of a financial year. The forecasts are based on the financial plans approved by the management for a period of three years. The company plans are based on historical data and take account of expectations for the future development of the relevant markets. Revenues and earnings are – as far as possible – forecast on a customer basis.

140 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTESTable 3 shows the most important assumptions used in the impairment test for the goodwill of the relevant cash-generating unit: Overview of the assumptions for goodwill impairment tests Table 3 Name of CGU Evaluation concept Growth rate Discount factor 2009/2010 2008/2009 2009/2010 2008/2009 2009/2010 2008/2009spot-media group FVlCtS FVlCtS 0.5 % 0.5 % 8.8% 10.6 %newtention group ViU FVlCtS 0.5 % 0.5 % 12.5% 10.6 %FVlCtS Fair Value less Costs to SellViU Value in UseThe determined Value in Use of the “newtention Group” and the Fair Value less Costs to Sell of the “spot-media Group" cash-generating unit react most sensitively to the assumptions with regard to revenue growth and the development of the EBITA marginin the detailed planning period.Calculation of the achievable amount of the “spot-media Group” cash-generating unitIn the financial planning of the spot-media Group, an average revenue growth of around 8 % was estimated and a slightly increasingEBITA margin over that of the 2009/2010 financial year was assumed. This means that the average revenue growth is below thegrowth of past financial years. Beyond the three-year planning period, the cash flows of the “spot-media Group” cash-generatingunit were adjusted, taking account of a consistent growth rate of 0.5 %. The growth rate used has been chosen conservatively forthe sector under consideration. The discount rate after tax used for the cash flow forecasts is 8.8 %. This is based on the conceptof the Weighted Average Cost of Capital. On the basis of the information used, no need was seen for impairment of value for the“spot-media Group” cash-generating unit within the impairment test as of 31 August 2010.

141 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTESBy sound reasoning, any conceivable changes to basic assumptions on determining the Fair Value less Costs to Sell of the “spot-media Group” cash-generating unit could not result in the fair value of the cash-generating unit considerably exceeding it achievable amount.calculation of the achievable amount of the “newtention Group” cash-generating unitThe financial planning of the newtention Group is largely based on the fact that revenue in the next three financial years will rise cumulatively by two and a half times and a double-digit EBITA will be achieved. The planned positive development of the company results from the close link of the business activity of the newtention Group to mediaby GmbH within the Interactive Media segment.The cash flows of the “newtention Group” cash-generating unit incurred after the period of three years will be adjusted using a con-sistent growth rate of 0.5 %. The discount rate before tax used for the cash flow forecasts is 12.5 %. On the basis of the information used, no need was seen for impairment of value for the “newtention group” cash-generating unit within the impairment test as of 31 August 2010.If turnover in the next three financial years does not grow by at least 10 % per year, the surplus of the achievable amount over the book value would be reduced to zero. Moreover, there could be a need to impair value if the EBITA margin were below 4 % on average in the planning period.4.1.2 Intangible AssetsAs of 31 August 2010, the balance sheet of the SinnerSchrader Group showed intangible assets with a book value of € 1,167,000 compared to a book value of € 1,704,000 at the end of the previous financial year. In the course of the financial year, intangible assets with total procurement costs of € 54,000 were acquired; € 106,000 had to be posted to intangible assets as a result of the increase in the estimated purchase price of a customer relation at spot-media AG acquired in the previous year.

142 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTESAmortisations to intangible assets were assigned as follows in the financial year:Amortisation of € 139,000 arose in the 2009/2010 financial year because of the customer relation acquired by spot-media AG with effect from 1 January 2009, which was assumed to have a usage period of four years. As of 31 August 2010, the remaining usage period of this intangible asset was 2 years and 4 months. A variable purchase price, payable in three yearly instalments, was agreed for the acquisition and was based on the business volume realised with the customer. At the time of purchase, a total of € 394,000 was estimated for the three purchase price instalments. In the current financial year, the estimated value was increased by € 106,000. The first two instalments in the amount of € 120,000 and € 220,000 were paid in March 2009 and March 2010. The discounted value of the purchase price liability outstanding as at 31 August 2010 was € 166,000 and was reported as a current liability on 31 August 2010.With an assumed usage period of four years, amortisations in the amount of € 350,000 arose in the 2009/2010 financial year for the “n7” software developed and marketed by newtention technologies GmbH acquired in the previous financial year as part of the initial consolidation of the newtention Group. The residual usage period as at 31 August 2010 was 2 years and 3 months.4.2 Deferred taxesBoth in the 2009/2010 and the 2008/2009 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 pocAs of 31 August 2010 and 31 August 2009, receivables from POC for ongoing fixed-price projects in the amount of € 725,935 and € 448,315, respectively, were posted as unbilled services. In connection with this, deposits received for the projects in the amount of € 218,682 and € 212,714 respectively, were deducted from the total amounts of € 944,617 and € 661,029, respectively, for the POC evaluation of the projects.

143 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTES4.4 tax reimbursement claimsAs of 31 August 2010 and 31 August 2009 tax reimbursement claims reached a value of € 275,293 and € 211,129, respectively. This is paid tax collected at source on capital and interest earnings in the amounts of € 107,361 and € 49,082, 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 2010 and 31 August 2009, the claim from paid capital earnings tax was balanced against the tax reserves to be formed.There was also a tax reimbursement claim in the amount of € 167,951 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 September 2008 with a term of ten years – irrespective of 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 2009, the discounted reimbursement claim was € 162,047.In the 2009/2010 financial year, € 58,267 was paid in capital earnings tax and € 50,547 corporation tax and trade tax advance pay-ments were made. In the previous financial year, € 123,328 was refunded in capital earnings tax and creditable corporation tax and € 29,962 was paid.4.5 other current AssetsThe other current assets largely consist of payments for investor relations services, insurance policies, maintenance contracts and contributions.

144 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTES4.6 SecuritiesThe securities as of 31 August 2010 and 31 August 2009 consisted of corporate bonds and bonds payable to the bearer from solventcompanies with remaining terms at the time of purchase of 8 to 23 months and 7 to 21 months, respectively. The securities can besold 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 withtheir fair value (“marked-to-market”). Provided that they are not to be qualified as permanent, the unrealised profits or losses appor-tionable to these securities as of the report date are reported directly in the shareholders’ equity in the item “Changes to shareholders’equity with a neutral effect on profits”, taking into account the taxes apportionable to them.The securities held and the unrealised profits and losses apportionable to them as of 31 August 2010 due to the market evaluationas well as the distribution of maturity are shown in Table 4:Marketable securities in € Table 4 Remaining term Acquisition Amortisation Unrealised gains Unrealised Book value Book value as of cost of acquisition losses as of as of 31.08.2010 cost 31.09.2010 31.08.2009Marketable securities Less than 1 year 5,000,000 47,819 2,316 -7,654 5,042,481 2,544,510Marketable securities 1 to 5 years 1,000,000 1,674 – -493 1,001,181 2,228,881Marketablesecurities, total 6,000,000 49,493 2,316 -8,147 6,043,662 4,773,391As at 31 August 2009, unrealised profits in the amount of € 25,075 were posted. From these unrealised profits, € 5,552 were realisedin the 2009/2010 financial year from the sale of individual securities.

145 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTES4.7 FundsCash flows and bank balances resulted in liquid funds of € 2.2 million as of 31 August 2010 (previous year: € 3.2 million). As of 31 August 2010, funds in the amount of € 0.6 million were used as cash deposits for bank guarantees (see Section 4.13).4.8 Shareholders’ equity• Subscribed CapitalAs of 31 August 2010 and 31 August 2009, the subscribed 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 2010 and 31 August 2009, 11,181,819 and 11,272,108 shares, respectively, of all issued outstanding shares were in circulation. The remaining 360,945 and 270,656 shares, respectively, were held as SinnerSchrader AG treasury stock.• Authorised CapitalThe 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 2009/2010 and 2008/2009 financial years, no capital increases were carried out using the authorised capital.• Conditional CapitalAs of 31 August 2010, 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 from € 375,000 to € 127,909 and

146 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTES€ 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 2009/2010 financial year, 25,000 options were allocated. Details on the option programmes and outstanding options are in section 6.• Treasury StockAs of 31 August 2010, the Company held 360,945 shares of treasury stock. The average price of all shares of treasury stock held was € 1.65 as of 31 August 2010.As of 31 August 2009, the Company held 270,656 shares of treasury stock which had been purchased at an average acquisition cost of € 1.54 per share.In the 2009/2010 financial year, 90,289 shares of treasury stock were purchased on the stock market at an average price of € 1.96.360,945 shares of treasury stock represent 3.13 % of the share capital. Under IFRS, a deducted item in shareholders’ equity repre-senting procurement costs has been set up for treasury stock.• Capital ReserveAs of 31 August 2010 and 31 August 2009, the capital reserve reached a value of € 3,599,444.• Reserve for Share-based CompensationThe reserve comprises the accumulated costs from issuing share-based compensation. As of 31 August 2010 and 31 August 2009, they reached a value of € 141,259 and € 102,037, respectively.• Accumulated Deficit (icl. Revenue Reserves)The Annual General Meeting of SinnerSchrader AG on 16 December 2009 decided to pay a dividend of € 0.08 per share from the balance sheet profit as of 31 August 2009 at the suggestion of the Management Board and Supervisory Board. An amount of € 901,769 was thus paid to the shareholders on 17 December 2009; the liquid funds and the shareholders’ equity fell by this amount.

147 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTES • 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 2010 and 31 August 2009 amounted to € 21,129 and € 42,071, respectively, and originated in the amount of € 25,078 and € 25,088, respectively, from currency conversion within the context of the consolidation of the companies in the consolidation group reporting in foreign currency and in the amount of € – 3,949 and € 16,983, respectively, from the evaluation of securities available for sale on the report date with no effect on income. The changes to these items are shown in the Consolidated Financial Statements. 4.9 Tax Liabilities As of 31 August 2010, the reserves for corporation tax and commercial tax were € 1,845,589 (previous year: € 1,256,734). Tax reimbursement claims were reported in the amount of € 107,361 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 Accrued Expenses The accrued expenses are made up as shown in Table 5:Table 5 Accrued expenses in € 31.08.2009 Utilised Allocated Dissolved 31.08.2010 Accrued compensation 1,028,856 -1,028,651 1,526,127 -6 1,526,326 Accrued project-oriented expenses for warranties and allowances 297,626 -87,089 50,210 – 260,747 Accrued rent and related expenses 160,009 -18,851 106,374 – 247,532 Reporting and auditing expenses 92,300 -81,266 62,850 – 73,884 Other accruals 123,069 -59,592 59,146 -34,745 87,878 Total 1,701,860 -1,275,449 1,804,707 -34,751 2,196,367

148 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTES4.11 Other Current LiabilitiesAs of 31 August 2010, the other current liabilities had a remaining term of less than one year and were broken down into the maincomponents listed in Table 6: Other liabilities in € Table 6 31.08.2010 31.08.2009Liabilities from income tax 208,285 195,705Liabilities from value-added tax 319,390 305,972Other current liabilities 455,010 551,368Deferred revenues and deferred income 29,381 28,156Total 1,012,066 1,081,201The other current liabilities include liabilities for future purchase price instalments from company mergers and the purchase of acustomer relationship in the amount of € 393,339 and € 509,698, respectively.4.12 Non-current Financial LiabilitiesThe non-current financial liabilities consist exclusively of the liability for a future purchase price instalment from company mergerswhich will be due for payment in 2012.4.13 Financial Liabilities and Contingent LiabilitiesSinnerSchrader rents its office premises at the Hamburg and Frankfurt am Main locations as well as company vehicles as part ofrental and operating leasing contracts. The minimum remaining term of the rental contracts for the offices in Hamburg and Frankfurtam Main was between 8 and 28 months as of 31 August 2010. The leasing contracts for the company vehicles had a remaining

149 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTES term of between 2 and 30 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 7:Table 7 Financial liabilities in € Leasing Renting 31.08.2010 31.08.2009 31.08.2010 31.08.2009 01.09.2009 – 31.08.2010 – 52,301 – 986,654 01.09.2010 – 31.08.2011 32,390 16,014 979,113 1,255,079 01.09.2011 – 31.08.2012 18,540 – 903,263 234,000 01.09.2012 – 31.08.2013 7,922 – 756,428 87,165 01.09.2013 – 31.08.2014 – – 441,588 – After 31.08.2014 – – – – Total 58,852 68,315 3,080,392 2,562,898 In the 2009/2010 and 2008/2009 financial years the total expenditure for rents including operating costs was € 1,113,248 and € 1,080,745, respectively. In the 2009/2010 and 2008/2009 financial years the total expenditure for leasing contracts was € 93,939 and € 88,847, respectively. In addition, SinnerSchrader has certain regular contingent liabilities that arise in the ordinary course of business activities. The Com- pany 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 2010 and 31 August 2009, the reserve with respect to this legal claim amounted to € 100,000. It is part of the accrued expenses shown in section 4.10.

150 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTESIn 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 to secure future purchase price instalments.As of 31 August 2010, the volume of this guarantee was € 651,107 (previous year: € 617,855). 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 7Liquid funds 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; additions had to be made to the reserves for bad debts in the amount of € 35,116. The book value of the financial assets as of 31 August 2010 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 € 289,000 for the sixth purchase price instalment from the purchase of spot-media AG which is linked to an earn-out clause with respect to future EBIT expectations has been posted at its cash value. This corresponds to the fair value.

151 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTES Summarised according to categories pursuant to IAS 39, the picture presented in Table 8a results for the financial instruments reported in the SinnerSchrader AG Consolidated Financial Statements as of 31 August 2010:Table 8a Financial instruments acc. to IFRS 7 in € 000s 31.08.2010 31.08.2009 Category of measure- Book value Fair value Book value Fair value ment acc. to IAS 39 Funds LaR 2,246 2,246 3,215 3,215 Maketable securities AfS 6,044 6,044 4,773 4,773 Accounts receivable, net LaR 5,380 5,380 4,754 4,754 Receivables from production orders (POC) LaR 726 726 448 448 Other current assets LaR 24 24 15 15 Funds and current assets 14,420 14,420 13,205 13,205 Trade accounts payable FLaC 1,991 1,991 2,021 2,021 Accrued expenses for reporting and auditing FLaC 74 74 92 92 Other current liabilities LaR 663 663 775 775 Other non-current liabilities LaR 289 289 737 737 Financial liabilities 3,017 3,017 3,625 3,625 AfS available-for-sale financial assets FLaC financial liabilities at amortised cost LaR loans and receivables Financial instruments are all assigned to evaluation category Level 1 in line with the IFRS 7 fair value hierarchy.

152 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTESThe net profits and losses from financial instruments arising in the financial year are shown in Table 8b: Net income from financial instruments acc. to IFRS 7 in € Table 8b From subsequent measurement From disposals Net gains/losses From fair-value- From From measurement amortisation of componding/ acquisition costs discountingLoans and receivables LaR – – -53,230 – -53,230Available-for-salefinancial assets AfS -5,831 49,493 – 5,552 49,214Total -5,831 49,493 -53,230 5,552 -4,016AfS available-for-sale financial assetsLaR loans and receivablesTable 8c shows the age structure of the trade accounts receivable after value adjustments:Maturity of accounts receivable after adjustments in € 000s Table 8cAccounts receivable Not due Days overdue more than 1 – 90 days 91 – 180 days 181 – 360 days 360 daysas of 31 August 2010 4,252 1,778 14 23 39as of 31 August 2009 2,852 2,275 36 – 39See Section 7 of in these Notes for the market risks associated with financial instruments.

153 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTES05 ElEmEnts of thE statEmEnts of opErations 5.1 Revenues The revenues of € 28,718,061 (previous year: € 27,664,453) include order income of € 944,617 (previous year: € 661,029) from incomplete projects as of 31 August 2010 identified with the POC method. The accumulated costs of the revenues for these orders were € 597,759 (previous year: € 425,270). 5.2 Breakdown of Expenses According to the Total Cost Method The total revenues, marketing, administrative, and research and development costs of the 2009/2010 and 2008/2009 financial years was broken down according to cost types, as shown in Table 9:Table 9 Operating costs by cost type in € 2009/2010 2008/2009 Personnel expense 15,329,697 13,425,043 Costs of materials 426,268 382,240 Costs of services 2,023,657 1,977,620 Depreciation of property and equipment, as far as not from first consolidation 531,615 533,332 Other operating expenses 3,490,936 3,263,311 Amortisation of intangible assets from first consolidation 618,592 486,166 Total 22,420,765 20,067,712 The personnel expenditure refers to an average personnel capacity of 271 full-time employees in the 2009/2010 financial year and 244 full-time employees in the 2008/2009 financial year.

154 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTESThe expenditure for purchased materials was largely incurred for hardware and software, which SinnerSchrader acquired to sell onto its customers. The expenditure for purchased services mainly comprises costs resulting from using freelancers and sub-contrac-tors.Within the other operating expenses, € 1,113,248 and € 1,080,745 were incurred for renting and operating the office space in the2009/2010 and 2008/2009 financial years, respectively.Additionally, within the other operating expenses, € 9,522 was apportionable to bad debt losses in the 2009/2010 financial year. Inthe comparable period of the previous year bad debt losses amounted to € 43,944.5.3 Other Income/ExpensesTable 10 shows the composition of the other income/expenses:Other income and expenses in € Table 10 2009/2010 2008/2009Income from dissolving of accrued expenses 39,120 100,829Compensation for damages 2,090 5,690Income from disposal of fixed assets – –Other income 26,980 –Total 68,190 106,519Losses of accounts receivable – -11,930Expenses from disposal of fixed assets -2,502 -460Other expenses -13,216 -7,600Total -15,718 -19,990

155 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTES 5.4 Financial Result The financial result is made up as shown in Table 11:Table 11 Financial income in € 2009/2010 2008/2009 Interest income 138,473 156,427 Realised gains/losses on the sale of marketable securities 5,551 59,004 Interest expenses -56,756 -38,347 Income from waiver of receivables – 122,000 Total 87,268 299,084 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 in the previous year arose in newtention technologies GmbH as a result of the takeover by Sinner- Schrader.

156 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTES5.5 Taxes from Income and from EarningsThe taxes from income and earnings posted in the 2009/2010 and 2008/2009 financial years are made up of current and deferredcomponents, as shown in Table 12a:Income tax in € Table 12a 2009/2010 2008/2009Current 785,327 787,635Deferred -234,773 -473,271Total 550,554 314,364Deferred taxes had to be formed because of the evaluation differences between the balance sheet items according to IFRS and thepostings 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 12b shows the composition of the deferred tax items as of 31 August 2010 and 31 August 2009, broken down according tothe items where there was an evaluation difference:

157 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTESTable 12b Deferred tax items in € 31.08.2010 31.08.2009 Deferred tax assets: Loss carry-forwards 610,499 540,122 Valuation of accrued expenses -194 -13,225 Valuation allowance -553,229 -540,122 Total deferred tax assets 57,076 -13,225 Deferred tax liabilities: Valuation of unfinished/unbilled services 194,334 168,589 Valuation of unrealised gains or losses on marketable securities available for sale 748 8,093 Valuation of intangible assets 197,412 384,622 Valuation of fixed assets 2,429 2,966 Valuation of current assets 6,003 11,103 Total deferred tax liabilities -343,850 575,373 Total deferred tax assets/liabilities, net -343,850 -588,598 thereof: deferred tax assets/liabilities formed with an effect on net income -345,732 -580,505 deferred tax from the valuation change of AfS financial instruments 1,882 -8,093 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, no deferred tax liabilities were formed since it will not be possible to reverse the temporary differences in the foreseeable future.

158 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTESAs of 31 August 2010 and 31 August 2009, 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 ex-tents of the loss carry-forwards and the tax rates used to calculate them are listed in Table 12c: Loss carry-forwards and statutory income tax rates in € and % Table 12c 31.08.2010 31.08.2009 For corporate tax Loss carry-forwards Tax rate Loss carry-forwards Tax rateGermany -129,898 15.8 %1) -129,898 15.8 %1)Great Britain -1,170,647 30.0 % -1,138,293 30.0 %Netherlands -220,199 34.5 % -210,342 34.5 % 31.08.2010 31.08.2009 For municipal trade tax Loss carry-forwards Tax rate Loss carry-forwards Tax rateGermany -641,398 16.5 % -641,398 16.5 %Great Britain – – – –Netherlands – – – –1) 15 % corporate tax plus 5,5 % solidarity surchargeDeferred tax assets may be posted only to the extent that the future realisation of the relevant advantage is sufficiently probable orif they are countered by deferred tax liabilities. Correspondingly, as of 31 August 2010 and 31 August 2009, the values of the taxclaims from loss carry-forwards in the UK and the Netherlands were adjusted because the operating business in these countriescontinues to be inactive. The same applies to tax claims from loss carry-forwards prior to tax consolidation of a domestic subsidiarybecause here, too, realisation cannot yet be forecast with sufficient probability.

159 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTES 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 % was applied to the calculation of active and passive deferred taxes as of 31 August 2010 and 31 August 2009. 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. 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 12d 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 2009/2010 and 2008/2009 financial years:Table 12d Tax reconciliation in € 2009/2010 2008/2009 Income before income tax 1,653,800 1,253,455 Statutory tax rate in Germany 32,28% 32,28% Tax provision (+), tax credit (-) 533,764 404,553 Non-deductible expenses for share-based compensation 12,659 10,089 Other non-deductible expenses/non-taxable income 22,700 29,447 Depreciation of goodwill, effecting tax – -213,015 Transfer of losses from different financial year of subsidiaries with effect on taxes -80,901 – Deferred tax assets, not recognised – 80,901 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 184 16 Taxes for previous years -977 2,373 Other – – Income tax corresponding to income statement 550,554 314,364

160 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTES5.6 Earnings per ShareThe derivation of the undiluted and diluted earnings per share for the 2009/2010 and 2008/2009 financial years is shown in Table 13:Earnings per share in € and number Table 13 2009/2010 2008/2009Net income 1,103,246 939,091Net income attributable to external shareholders – -291,935Net income attributable to the shareholders of SinnerSchrader AG 1,103,246 1,231,026Basis weighted average shares of common stock outstanding 11,253,987 11,356,215Basic earnings per share 0.10 0.11Weighted average shares of common stock outstanding 11,253,987 11,356,215add: stock option grant – 465Diluted average share of common stock outstanding 11,253,987 11,356,680Diluted earnings per share 0.10 0.11

161 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTES06 share-based coMpensation 6.1 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 2009/2010 financial year, no options were exercised. As of 31 August 2010, 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

162 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTESin the Xetra trading system of Deutsche Börse AG (or an equivalent successor system) during the five trading days before the dayof exercise (reference price) is 30 % above the exercise price. The options of the second third may be exercised only if the referenceprice is 40 % above the exercise price. The options of the last third may be exercised only if the reference price is 50 % above theexercise price. The latest exercise period is seven years after the allocation date. In the 2009/2010 financial year, 25,000 optionswith an average exercise price of € 1.69 were allocated to members of the management of subsidiary companies. In previous finan-cial years, 250,000 options with an average exercise price of € 1.62 were allocated to members of the SinnerSchrader AG Manage-ment Board and to members of the management of subsidiary companies.Table 14a shows the parameters used for evaluation of the options newly assigned on 1 September 2009 on the basis of a binomialmodel according to Cox/Ross/Rubinstein:Parameters for valuation of stock options at valuation date Table 14a 2009/2010Expected life of option 3.5 – 5.5 yearsRisk-free interest rate 2.44 %Expected dividend yield 6%Expected volatility 37 % – 41 %Exercise price € 1.69Share price at valuation date € 1.71The volatility was determined by the closing prices of the last 840, 1,080 and 1,320 trading days before the date of issue.

163 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTES Table 14b summarises the changes in the number of options outstanding from the 2000 Plan and the 2007 Plan in the 2009/2010 and 2008/2009 financial years:Table 14b Outstanding stock options in € and number Number of options Weighted average Weighted average exercise price grant date fair value Outstanding at 31 August 2008 311,135 1.69 0.66 Granted – – – Exercised – – – Cancelled -7,333 2.08 0.60 Expired -15,435 1.63 1.62 Outstanding at 31 August 2009 288,367 1.69 0.61 Granted 25,000 1.69 0.61 Exercised – – – Cancelled – – – Expired – – – Outstanding at 31 August 2010 313,367 1.69 0.61

164 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTESAdditional information on all options outstanding on 31 August 2010 is listed in Table 14c:Outstanding stock options – according to exercise price in €, number, and years Table 14c31.08.2010 Options outstanding Options exercisableRange of Number Weighted average Weighted average Number Weighted averageexercise price remaining exercise price exercise price contractual lifein € in years in € in €0.00 – 5.00 313,367 3.00 1.69 52,900 1.91Total 313,367 3.00 1.69 52,900 1.9107 risK and capital ManageMent7.1 liquidity riskLiquidity 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.

165 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTES7.2 credit riskCredit 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 2009/2010 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 available 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 or the fair values of the securities included in the balance sheet.7.3 Market risks• Currency RisksSince 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 RisksThe Company does not have any major interest-bearing financial liabilities. Interest risks therefore arise exclusively from the invest-ment of free liquidity in interest-bearing assets. As of 31 August 2010, SinnerSchrader held interest-bearing securities in the nominal volume of € 6 million.

166 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTESA rise in the market interest rate of 0.5 percentage points would cause the current value of the portfolio to decrease by € 44,000.Due to SinnerSchrader’s investment policy, which is aimed at security and rapid liquidity with short terms, last year’s financial crisis continued to have a negative effect on the financial result in the 2008/2010 financial year because of the decline in interest rates, since the reinvestment of freed liquidity was only possible at lower interest rates.• Exchange RisksAs of 31 August 20109, SinnerSchrader did not hold any shares of other companies listed on the stock exchange. The Group there-fore faced no exchange risks.7.4 capital ManagementSinnerSchrader fundamentally pursues the goal of securing its shareholders’ equity base in 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 2010, the shareholders’ equity rate of SinnerSchrader was 60 % (previous year: 62 %). 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 8.8 % and 9.8 % in the 2009/2010 and 2008/2009 financial years, respectively.See the Statements of Shareholders’ Equity and Section 4.8 (Shareholders’ Equity) of these Notes for the composition of the share-holders’ equity.

167 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTES08 related party transactions In the 2009/2010 and 2008/2009 financial years, subsidiaries of SinnerSchrader AG generated revenues of € 7,809,719 and € 10,997,701, respectively, with companies of a group of companies in which members of the Supervisory Board of SinnerSchrader also held supervisory board positions or held other decisive positions as of the Annual General Meeting on 16 December 2009. The total of unbilled services and accounts receivable to these companies on 31.08.10 and 31.08.09 amounted to € 978,023 and € 1,566,983, respectively. The related party transactions were carried out under the usual market conditions.09 Major eVents after the balance sheet date There were no major events after the balance sheet date that should be reported.

168 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTES10 suppleMentary inforMation required by the gerMan coMMercial code10.1 participationsSee Annual Financial Statements of SinnerSchrader Aktiengesellschaft, Section 5.5, page 192.10.2 use of Article 264 para. 3 of the German commercial codeSinnerSchrader Deutschland GmbH, Hamburg, and spot-media AG, 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 2010.next commerce GmbH also made use of the exemption provision in Article 264 para. 3 of the German Commercial Code for the Annual Report as of 30 April 2010.10.3 employeesIn the 2009/2010 financial year, there were an average of 291 employees in the SinnerSchrader Group, 5 of whom were board members or managing directors of the Group companies and 33 trainees, students, and interns.In the previous year, there was an average of 256 employees in the Group.

169 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | NOTES10.4 payment of the Auditors€ 65,822 was spent on the audit of the Annual Financial Statements and Consolidated Financial Statements of SinnerSchrader AG as of 31 August 2010. BDO AG Wirtschaftsprüfungsgesellschaft received another € 2,950 for other certification services.10.5 Management BoardSee Annual Financial Statements of SinnerSchrader Aktiengesellschaft, Section 5.3, page 190.10.6 Supervisory BoardSee Annual Financial Statements of SinnerSchrader Aktiengesellschaft, Section 5.4, page 191.10.7 Directors’ holdings of Shares and Subscription rights to Shares (Directors’ Dealings)See Annual Financial Statements of SinnerSchrader Aktiengesellschaft, Section 6.1, page 202.10.8 Declaration of conformity on the Acceptance of recommendation of the “Government commission on the Germancorporate Governance code”On 16 December 2009 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 share-holders on the Company’s website.Hamburg, 29 October 2010The Management Board Matthias Schrader | Thomas Dyckhoff

170 SINNERSCHRADER GROUP FINANCIAL STATEMENTS 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | AUDITOR’S REPORTAUDITOR’S REPORTWe have audited the consolidated financial statements prepared by SinnerSchrader Aktiengesellschaft, Hamburg, comprising the statement of financial position, the statement of comprehensive income, income statement, statement of changes in equity, state-ment of cash flows and the notes to the consolidated financial statements, together with the group management report for the busi-ness year from September 1, 2009 to August 31, 2010, which was combined with the management report of the parent company. The preparation of the consolidated financial statements and the group management report in accordance with IFRSs as adopted by the EU, and the additional requirements of German commercial law pursuant to sec. 315 a para. 1 HGB are the responsibility of the parent company’s management. Our responsibility is to express an opinion on the consolidated financial statements and on the group management report based on our audit.We conducted our audit of the consolidated financial statements in accordance with sec. 317 HGB and German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany) (IDW). Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the net assets, financial position and results of operations in the consolidated financial statements in accor ance with the applicable dfinancial reporting framework and in the group management report are detected with reasonable assurance. Knowledge of the busi-ness activities and the economic and legal environment of the group and expectations as to 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 consolidated financial statements and the group management report are examined primarily on a test basis within the framework of the audit. The audit includes assessing the annual financial statements of those entities included

171 SINNERSCHRADER GROUP FINANCIAL STATEMENTS 2009 | 2010 CONSOLIDATED FINANCIAL STATEMENTS | RESPONSIBILITY STATEMENTin consolidation, the determination of entities to be included in consolidation, the accounting and consolidation principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements and the group management report. We believe that our audit provides a reasonable basis for our opinion.Our audit has not led to any reservations.In our opinion, based on the findings of our audit, the consolidated financial statements comply with IFRSs as adopted by the EU, the additional requirements of German commercial law pursuant to sec. 315 a para. 1 HGB and give a true and fair view of the net assets, financial position and results of operations of the group in accordance with these requirements. The group management report is consistent with the consolidated financial statements and as a whole provides a suitable view of the group’s position and suitably presents the opportunities and risks of future development.Hamburg, October 29, 2010BDO AG Wirtschaftsprüfungsgesellschaftsigned Dr. Probst signed BrandtWirtschaftsprüfer Wirtschaftsprüfer (German Public Auditor) (German Public Auditor)

08ANNUAL FINANCIAL STATEMENTS OF SINNERSCHRADER AG

173 SINNERSCHRADER GESCHäFTSBERICHT 2009 | 2010 JAHRESABSCHLUSS DER AG

174 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 ANNUAL FINANCIAL STATEMENTS OF SINNERSCHRADER AG | BALANCE SHEETS balance sheets of sinnerschrader ag as of 31 august 2010Assets in € 31.08.2010 31.08.2009Fixed assetsIntangible assets:Concessions, industrial property rights, and similar rights and assets, as well as licences in such rights and assets 29,956 54,070Tangible assets:Other equipment, plant, and office equipment 240,143 210,909Leasehold improvements 70,859 139,190total tangible assets 311,002 350,099Financial assets:Shares in affiliated companies 22,833,928 20,431,867total financial assets 22,833,928 20,431,867total fixed assets 23,174,886 20,836,036current assetsReceivables and other assets:Trade receivables 4,233 7,833Receivables from affiliated companies 2,250,643 2,361,266Other assets 228,788 209,423total receivables and other assets 2,483,664 2,578,522Securities:Treasury stock 596,142 418,027Other securities 5,991,853 4,700,000total securities 6,587,995 5,118,027Cash on hand and in banks 1,502,196 2,465,667total current assets 10,573,855 10,162,216Prepaid expenses 57,729 30,189total assets 33,806,470 31,028,441

175 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 ANNUAL FINANCIAL STATEMENTS OF SINNERSCHRADER AG | BALANCE SHEETS liabilities and shareholders’ equity in € 31.08.2010 31.08.2009Shareholders’ equitySubscribed capital (conditional capital: € 896,538; previous year: € 896,538) 11,542,764 11,542,764Capital surplus 2,603,673 2,603,673Reserves:Reserve for treasury stock 596,142 418,027Other reserves 14,507,075 11,888,322Retained earnings/accumulated deficit 1,369,892 1,746,793total shareholders’ equity 30,619,546 28,199,579AccrualsAccrued taxes 1,690,040 1,077,363Other accrued liabilities 1,274,715 1,439,119total accrued liabilities 2,964,755 2,516,482liabilitiesTrade payables 136,936 84,294 thereof with a remaining term up to one year: € 136,936 (previous year: € 84,294)Other liabilities 84,296 226,349 thereof with a remaining term up to one year: € 84,296 (previous year: € 226,349) thereof taxes: € 71,753 (previous year: € 226,319) thereof relating to social security and similar obligations: € 56 (previous year: € 0)total liabilities 221,232 310,643Prepaid expenses 937 1,737total liabilities and shareholders’ equity 33,806,470 31,028,441

176 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 ANNUAL FINANCIAL STATEMENTS OF SINNERSCHRADER AG | STATEMENTS OF OPERATIONSstateMents of operations of sinnerschrader agfor the 2009/2010 and 2008/2009 financial yearsin € 2009/2010 2008/2009Revenues 3,159,095 3,103,485Other operating income 2,308,473 166,891Material expenses:Expenses for purchased services -232,281 -219,211total material expenses -232,281 -219,211Personnel expenses:Wages and salaries -1,285,287 -1,423,643Social security -212,791 -276,919total personnel expenses -1,498,078 -1,700,562Depreciation of intangible assets, property, and equipment -200,352 -227,951Other operating expenses -1,846,395 -1,864,525Expense from profit/loss transfer agreement -989,687 –Income from profit/loss transfer agreement 3,226,390 2,945,290Other interest and similar income 156,006 152,244 thereof from affiliated companies: € 23,230 (previous year: € 243)Writedowns on investments -8,146 –Interest and similar expenses -76,636 -223,162 thereof from affiliated companies: € 215,230 (previous year: € 157,189)Income from ordinary activities 3,998,389 2,132,499

177 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 ANNUAL FINANCIAL STATEMENTS OF SINNERSCHRADER AG | STATEMENTS OF OPERATIONSin € 2009/2010 2008/2009Income tax -672,068 -701,350Other taxes -4,585 -987net income 3,321,736 1,430,162Profit brought forward from previous year 845,024 316,631Withdrawal from reserves: from reserves for treasury stock – – from other reserves 178,115 345,835Additions to reserves: to reserves for treasury stock -178,115 -345,835 to other reserves -2,796,868 –net income for the year 1,369,892 1,746,793

09NOTES OF SINNERSCHRADER AG

179 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 ANNUAL FINANCIAL STATEMENTS OF SINNERSCHRADER AG | NOTES01 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 (“Aktien- gesetz”). The Company is considered to be a large company limited by shares within the meaning of Article 267 of the German Commercial Code.02 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 € 410 are fully depreciated in the year of acquisition within the scope of the limits permissible under tax law. 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.

180 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 ANNUAL FINANCIAL STATEMENTS OF SINNERSCHRADER AG | NOTES03 eXplanations of balance sheet iteMs3.1 Fixed AssetsThe development of the Company’s fixed assets is shown in the following assets table:Assets table Table 1Acquisition and manufacturing costs in € 01.09.2009 Additions Disposals 31.08.2010Intangible assets:Concessions, industrial property rights andsimilar rights and assets, as well as licencesfor such rights and assets 490,603 16,750 – 507,353Tangible assets:Other equipment, plant and office equipment 841,877 117,681 13,773 945,785Leasehold improvements 351,187 5,201 – 356,388Financial assets:Shares in affiliated companies 29,269,904 3,581,300 5,258,618 27,592,586Investments 167,900 – 167,900 –Loans to investee companies 51,129 – 51,129 –Other loans – – – –Total 31,172,600 3,720,932 5,491,420 29,402,112

181 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 ANNUAL FINANCIAL STATEMENTS OF SINNERSCHRADER AG | NOTESAccumulated depreciation in € 01.09.2009 Additions Disposals/ 31.08.2010 write-upsIntangible assets:Concessions, industrial property rights andsimilar rights and assets, as well as licencesfor such rights and assets 436,533 40,864 – 477,397Tangible assets:Other equipment, plant and office equipment 630,968 85,956 11,282 705,642Leasehold improvements 211,997 73,532 – 285,529Financial assets:Shares in affiliated companies 8,838,037 – 4,079,379 4,758,658Investments 167,900 – 167,900 –Loans to investee companies 51,129 – 51,129 –Other loans – – – –Total 10,336,564 200,352 4,309,690 6,227,226Net book values in € 31.08.2009 31.08.2010Intangible assets:Concessions, industrial property rights andsimilar rights and assets, as well as licencesfor such rights and assets 54,070 29,956Tangible assets:Other equipment, plant and office equipment 210,909 240,143Leasehold improvements 139,190 70,859Financial assets:Shares in affiliated companies 20,431,867 22,833,928Investments – –Loans to investee companies – –Other loans – –Total 20,836,036 23,174,886The accumulated depreciation on shares in affiliated companies includes additions made in the 2009/2010 financial year in theamount of € 2,272,000.

182 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 ANNUAL FINANCIAL STATEMENTS OF SINNERSCHRADER AG | NOTES3.2 treasury StockAs of 31 August 2010, the Company held 360,945 shares of treasury stock with a calculated face value of € 360,945. They represent 3.13 % 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 € 1.65 per share on average.As of 31 August 2009, the Company held 270,656 shares of treasury stock which had been purchased at an average acquisition cost of € 1.54 per share. In the 2009/2010 financial year, 90,289 shares of treasury stock (equivalent to 0.78 % of the shareholders’ equity) were purchased on the stock market at an average price of € 1.97. These purchases were made in the period from 27 April 2010 to 31 August 2010.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 2010 should be posted at the original acquisition cost given a closing price of € 1.99 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 AssetsThere were accounts receivable and other assets in the amount of € 161,877 (previous year: € 156,187) with a remaining term of over one year. All other accounts receivable and other assets in the amount of € 2,321,787 (previous year: € 2,422,335) had a remaining term of up to one year.Accounts receivable from affiliated companies in the amount of € 2,250,643 (previous year: € 2,361,266) are balanced against liabilities to affiliated companies in the amount of € 2,014,599 (previous year: € 4,131,585).The gross item is made up of accounts receivable due to profit and loss transfer agreements in the amount of € 3,226,390 (previous year: € 2,945,290), trade accounts receivable in the amount of € 736,352 (previous year: € 3,117,961), loans to affiliated companies

183 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 ANNUAL FINANCIAL STATEMENTS OF SINNERSCHRADER AG | NOTESin the amount of € 300,000, and interest receivables amounting to € 2,500. In the previous year, there were also accounts receivable associated with the tax integration in the amount of € 429,601.As of 31 August 2010, 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 reimburse-ment as of 31 August 2010 was € 161,877 and had a remaining term of over one year.Furthermore, interest receivable from the investment of securities in the amount of € 49,493 (previous year: € 48,315) was posted under other assets.3.4 prepaid expensesThe prepaid expenses in the amount of € 57,729 (previous year: € 30,189) largely consist of payments for investor relations services, insurance policies, maintenance contracts, contributions, and a contingency for job advertisements.3.5 Share capitalAs of 31 August 2010, 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 2010, the approved capital therefore still amounted to € 5,770,000.

184 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 ANNUAL FINANCIAL STATEMENTS OF SINNERSCHRADER AG | NOTESThe 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 2010 and 31 August 2009, 38,367 options from the 2000 Stock Option Plan with an average exercise price of € 2.08 were still in circulation.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 2009/2010 financial year, 25,000 stock options with an average exercise price of € 1.69 were allocated to members of the management of subsidiaries. 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.

185 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 ANNUAL FINANCIAL STATEMENTS OF SINNERSCHRADER AG | NOTES 3.6 Capital Reserve The capital reserve remained unchanged in the 2009/2010 financial year and continued to amount to € 2,603,673. 3.7 Reserve for Treasury Stock As of 31 August 2010, the reserve for treasury stock had reached a level of € 596,142 (previous year: € 418,027). Allocation to the reserve for treasury stock was in the amount of the balance sheet item for the treasury stock bought back in the course of the 2009/2010 financial year (cf. Section 3.2). 3.8 Other Revenue ReservesTable 2 Other reserves of SinnerSchrader AG in € Other reserves as at 31.08.2009 11,888,322 Withdrawal for allocation to reserves for treasury stock -178,115 Allocation to other reserves acc. to Art. 58 para. 2 a AktG 2,272,000 Allocation to other reserves acc. to Art. 58 para. 2 AktG 524,868 Other reserves as at 31.08.2010 14,507,075 thereof: from allocation to other reserves acc. to Art. 58 para. 2 a AktG 10,272,000 from remaining allocation to other reserves acc. to Art. 58 para. 2 AktG 4,235,075 The other revenue reserves rose in the 2009/2010 financial year by € 2,618,753 to € 14,507,075 as of 31 August 2010.

186 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 ANNUAL FINANCIAL STATEMENTS OF SINNERSCHRADER AG | NOTESThe allocation to other revenue reserves according to Article 58 para. 2 a of the German Stock Corporation Act amounted to € 2,272,000 because the annual net income of the 2009/2010 financial year came to the same amount through the reversal of impair-ment losses for the shares in an affiliated company. Of the remaining annual net income, 50 % or € 524,868 was allocated to the other revenue reserves according to Article 58 para. 2 of the German Stock Corporation Act by resolution of the Management Board and Supervisory Board.3.9 Accrued expensesThe other accrued expenses in the amount of € 1,274,715 (previous year: € 1,439,119) were formed for future earn-out payments connected to the acquisition of spot-media AG, for the acceptance of the loss of next commerce GmbH accrued since the end of the last financial year on 30 April 2010, for outstanding invoices, litigation risks, and reporting and auditing expenses as well as personnel expenses (holiday and overtime claims as well as bonuses).The amount of the future earn-out payments 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 liabilitiesLiabilities in the amount of € 221,232 (previous year: € 310,643) all have a remaining term of less than one year.The current liabilities as of 31 August 2010 were made up of trade accounts payable, turnover tax liabilities as well as income tax and church tax levies that are not yet due.

187 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 ANNUAL FINANCIAL STATEMENTS OF SINNERSCHRADER AG | NOTES04 eXplanations of stateMents of operations iteMs 4.1 revenues SinnerSchrader AG earned revenues in the amount of € 3,159,095 solely by providing services for its subsidiary companies. 4.2 other operating Income Of the other operating income of € 2,308,473 million, € 2,272,000 arose from the reversal of impairment losses for the shares in the 100 % subsidiary SinnerSchrader Deutschland GmbH in accordance with Article 280 of the German Commercial Code. The other operating income also includes income from the resolution of accrued expenses, from the sale of securities and from paying benefits with cash value to employees. 4.3 Income from the transfer of profits and expenditure from the transfer of losses In December 2003, SinnerSchrader AG 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 € 2,882,078 was earned from the profit and loss transfer agreement in the 2009/2010 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 € 344,312 was earned from the profit and loss transfer agreement in the 2009/2010 financial year.

188 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 ANNUAL FINANCIAL STATEMENTS OF SINNERSCHRADER AG | NOTESOn 3 November 2009, SinnerSchrader AG and next commerce GmbH concluded a profit-and-loss-transfer and control agreement, which the Annual General Meeting of the Company approved on 16 December 2009. The agreement took effect when it was entered in the Commercial Register on 16 March 2010, and it applies to the entire short financial year of next commerce GmbH from 20 May 2009 to 30 April 2010. For this period, SinnerSchrader AG accepted losses in the amount of € 811,907. The Company formed an accrued expense in the amount of € 177,780 as of the balance sheet date for the acceptance of the losses of next commerce GmbH that arose until 31 August 2010.4.4 Interest Income and expensesInterest income arises 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 group of companies.4.5 other operating expensesThe other operating expenses in the amount of € 1,846,395 mainly consist of office space costs, communication costs, advertising costs, and legal and consulting costs.

189 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 ANNUAL FINANCIAL STATEMENTS OF SINNERSCHRADER AG | NOTES05 Other InfOrmatIOn 5.1 Contingencies and other Financial Obligations To secure the claims of a client arising from a long-term contractual relationship with a subsidiary, SinnerSchrader AG has concluded a guarantee agreement along the lines of a legal relationship similar to a surety.Table 3 Obligations from rent and lease contracts in € 01.09.2010 – 31.08.2011 741,167 01.09.2011 – 31.08.2012 669,263 01.09.2012 – 31.08.2013 669,263 01.09.2013 – 31.08.2014 441,588 After 31.08.2014 – Total 2,521,281 The financial obligations exclusively concern fixed-term rental contracts for the office space in Hamburg which have a minimum remaining term of three years and four months. 5.2 Employees On average for the 2009/2010 financial year, the Company had 24 employees (previous year: 23).

190 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 ANNUAL FINANCIAL STATEMENTS OF SINNERSCHRADER AG | NOTES5.3 Management BoardIn the 2009/2010 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, Hamburg• Managing Director of newtention technologies GmbH and newtention services GmbH, Hamburg, until 7 October 2010• Managing Director of mediaby GmbH, Hamburg, until 7 October 2010Thomas Dyckhoff, Finance Director• Businessman, Hamburg• Chairman of the Supervisory Board of spot-media AG, HamburgThe members of the Management Board performed their duties on a full-time basis. The compensation of the Management Boardmembers was made up as follows:Remuneration of the Management Board members 2009/2010 Table 4 Fixed salary Other benefits Variable Share-based components compensation in € in € in € in €Matthias Schrader 180,000 16,982 – –Thomas Dyckhoff 130,000 12,751 64,921 –Total 310,000 29,733 64,921 –In the 2009/2010 financial year, the total compensation for the Management Board amounted to € 404,654.

191 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 ANNUAL FINANCIAL STATEMENTS OF SINNERSCHRADER AG | NOTES5.4 Supervisory BoardIn the financial year, the following persons were members of the Supervisory Board:Prof. Dr Reinhard Pöllath, Chairman until 16 December 2009• 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, MunichDieter Heyde, Chairman since 16 December 2009, previously Deputy Chairman• Businessman, Bad Nauheim• Managing Partner of SALT Solutions GmbH, Würzburg• Member of the Advisory Board of CCP Software GmbH, MarburgProf. Cyrus D. Khazaeli, Deputy Chairman since 16 December 2009• Communication Designer, Berlin• Professor for Information and Interaction Design at Berliner Technische Kunsthochschule, BerlinPhilip W. Seitz, since 16 December 2009• Lawyer, Hamburg• General Counsel & Director of Government Affairs of Tchibo GmbH, Hamburg

192 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 ANNUAL FINANCIAL STATEMENTS OF SINNERSCHRADER AG | NOTESThe compensation of the Supervisory Board members in the 2009/2010 financial year was made up as follows:Remuneration of the Supervisory Board members 2009/2010 Table 5 Fixed salary Other benefits Variable Stock options components in € in € in € in numberProf. Dr Reinhard Pöllath 2,345 81 – –Dieter Heyde 7,414 278 – –Prof. Cyrus D. Khazaeli 5,414 278 – –Philip W. Seitz 2,827 196 – –Total 18,000 833 – –Another benefit for every member of the Supervisory Board is the proportionate premium for the economic loss indemnity insurancefor bodies of legal persons taken out by the Company.5.5 ParticipationsThe list of participations as of 31 August 2010 expanded compared to the list as of 31 August 2009 to include one additional company,mediaby GmbH. The spin-off of the online media business of SinnerSchrader Deutschland GmbH to form mediaby GmbH, a 100 %subsidiary of SinnerSchrader AG approved on 28 April 2010, was entered in the Commercial Register in Hamburg on 15 June 2010.The spin-off took effect retroactively as of 1 September 2009.

193 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 ANNUAL FINANCIAL STATEMENTS OF SINNERSCHRADER AG | NOTES The participations held by SinnerSchrader Aktiengesellschaft are broken down as follows:Table 6 Investments of SinnerSchrader AG Company Share Currency Nominal Shareholders’ Last annual Profit/loss Reporting period in % capital capital result transfer agreement SinnerSchrader Deutschland GmbH, Hamburg, Germany 100.00 EUR 75,000 75,000 2,882,0781) yes 01.09.09 – 31.08.10 mediaby GmbH, Hamburg, Germany 100.00 EUR 25,000 147,752 122,752 no 01.09.09 – 30.04.102) spot-media AG, Hamburg, Germany 100.00 EUR 76,051 865,652 344,3121) yes 01.09.09 – 31.08.10 spot-media consulting GmbH, Hamburg, Germany3) 100.00 EUR 25,000 -19,239 23,044 yes 01.09.09 – 31.08.10 SinnerSchrader UK Ltd., London, Great Britain4) 100.00 GBP 100,000 -658,190 -28,336 no 01.09.09 – 31.08.10 SinnerSchrader Benelux BV, Rotterdam, Netherlands4) 100.00 EUR 18,000 -195,579 -9,619 no 01.01.09 – 31.12.09 newtention technologies GmbH, Hamburg, Germany 100.00 EUR 740,400 -86,209 -56,174 no 01.05.09 – 30.04.10 newtention services GmbH, Hamburg, Germany5) 100.00 EUR 25,000 -63,159 -2,007 no 01.05.09 – 30.04.10 next commerce GmbH, Hamburg, Germany 100.00 EUR 25,000 225,000 -811,9071) yes 20.05.09 – 30.04.102) 1) Before profit-transfer 2) Abbreviated financial year 3) The company is a 100 % subsidiary of the spot-media AG. 4) The companies’ activities were temporarily discontinued in the previous years; respective shares were written off in the year the activity was discontinued. Audited annual financial statements of the companies are not available. 5) The company is a 100 % subsidiary of the newtention technologies GmbH.

194 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 ANNUAL FINANCIAL STATEMENTS OF SINNERSCHRADER AG | NOTES5.6 Declaration of compliance under Article 161 of the German Stock corporation ActOn 16 December 2009, 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 share-holders on the Company’s website.5.7 Information According to Article 160 para. 1 no. 8 of the German Stock corporation ActThe Company has published the following notifications about major participations in an authorised journal of stock exchange an-nouncements according to Article 25 para. 1 and Article 26 para. 1 of the Securities Trading Act:1. SinnerSchrader Aktiengesellschaft, Völckersstraße 38, 22765 Hamburg, Germany, announced pursuant to Article 26 para. 1 of the Securities Trading Act on 4 August 2010 that its share of treasury stock surpassed the 3 % threshold on 30 July 2010 and that, as of this date, it held a share of 3.0047 % (corresponding to 346,828 individual shares) of all issued shares of Sinner- Schrader Aktiengesellschaft.2. 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 DE 0005141907, 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 DE 0005141907, fell below the threshold of 50 % and is 49.12 % (5,670,166 voting rights) as of that day.

195 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 ANNUAL FINANCIAL STATEMENTS OF SINNERSCHRADER AG | NOTESOf 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.

196 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 ANNUAL FINANCIAL STATEMENTS OF SINNERSCHRADER AG | NOTES3. 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 DE 0005141907, 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 DE 0005141907, 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 • 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 Prof. Dr Reinhard Pöllath: • 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

197 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 ANNUAL FINANCIAL STATEMENTS OF SINNERSCHRADER AG | NOTES • 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 were to be assigned to him, 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.4. 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 DE 0005141907, 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.

198 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 ANNUAL FINANCIAL STATEMENTS OF SINNERSCHRADER AG | NOTES c. Ms Agneta Peleback-Herz, Germany, received notification on 17 January 2005 that her share of voting rights in Sinner- Schrader 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.5. 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.

199 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 ANNUAL FINANCIAL STATEMENTS OF SINNERSCHRADER AG | NOTESb. 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.

200 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 ANNUAL FINANCIAL STATEMENTS OF SINNERSCHRADER AG | NOTES6. 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.7. 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.8. 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.9. 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.10. 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.11. 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.

201 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 ANNUAL FINANCIAL STATEMENTS OF SINNERSCHRADER AG | NOTES12. 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.13. 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. 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.

202 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 ANNUAL FINANCIAL STATEMENTS OF SINNERSCHRADER AG | NOTES5.8 contingencies and other Financial obligationsOn 16 December 2009 the Annual General Meeting selected BDO AG Wirtschaftsprüfungsgesellschaft, Hamburg, as the auditor for the 2009/2010 financial year. With respect to the fees, we refer to the Consolidated Financial Statements in accordance with Article 285 sentence 1 indent 17 of the German Commercial Code.06 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 2009/2010 financial year:

203 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 ANNUAL FINANCIAL STATEMENTS OF SINNERSCHRADER AG | NOTESTable 7 Shares and options of the Board members in number of shares 31.08.2009 Additions Disposals 31.08.2010 Management Board member: Matthias Schrader 2,455,175 – – 2,455,175 Thomas Dyckhoff 74,950 – – 74,950 Total shares of the Management Board 2,530,125 – – 2,530,125 Supervisory Board member: Prof. Dr Reinhard Pöllath1) – – – – Dieter Heyde – – – – Prof. Cyrus D. Khazaeli – – – – Philip W. Seitz – – – – Total shares of the Supervisory Board – – – – Total shares of the Board members 2,530,125 – – 2,530,125 Options 31.08.2009 Additions Disposals 31.08.2010 Management Board member: Matthias Schrader – – – – Thomas Dyckhoff 75,000 – – 75,000 Total shares of the Management Board 75,000 – – 75,000 Supervisory Board member: Prof. Dr Reinhard Pöllath1) – – – – Dieter Heyde – – – – Prof. Cyrus D. Khazaeli – – – – Philip W. Seitz – – – – Total options of the Supervisory Board – – – – Total options of the Board members 75,000 – – 75,000 1) Supervisory Board member Prof. Dr Reinhard Pöllath left the Supervisory Board of SinnerSchrader AG with effect from the end of the Annual General Meeting on 16 December 2009. Philip W. Seitz was elected as a new Supervisory Board member. Hamburg, 29 October 2010 The Management Board Matthias Schrader | Thomas Dyckhoff

204 SINNERSCHRADER GROUP FINANCIAL STATEMENTS 2009 | 2010 ANNUAL FINANCIAL STATEMENTS OF SINNERSCHRADER AG | AUDITOR’S REPORTAUDITOR’S REPORTWe have audited the annual financial statements, comprising the balance sheet, the income statement and the notes to the financial statements, together with the bookkeeping system, and the management report of SinnerSchrader Aktiengesellschaft, Hamburg, for the business year from September 1, 2009 to August 31, 2010, which was combined with the group management report. The main-tenance of the books and records and the preparation of the annual financial statements and management report in accordance with German commercial law are the responsibility of the companys management. Our responsibility is to express an opinion on the annual financial statements, together with the bookkeeping system, and the management report based on our audit.We conducted our audit of the annual financial statements in accordance with sec. 317 HGB and German generally accepted stan-dards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany) (IDW). Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the net assets, financial position and results of operations in the annual financial statements in accordance with German principles of proper accounting and in the management report are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the company and expectations as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence support-ing the disclosures in the books and records, the annual financial statements and the management report are examined primarily on a test basis within the framework of the audit. The audit includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the annual financial statements and management report. We believe that our audit provides a reasonable basis for our opinion.Our audit has not led to any reservations.

205 SINNERSCHRADER GROUP FINANCIAL STATEMENTS 2009 | 2010 ANNUAL FINANCIAL STATEMENTS OF SINNERSCHRADER AG | RESPONSIBILITY STATEMENTIn our opinion, based on the findings of our audit, the annual financial statements comply with the legal requirements and give a true and fair view of the net assets, financial position and results of operations of the company in accordance with German principles of proper accounting. The management report is consistent with the annual financial statements and as a whole provides a suitable view of the companys position and suitably presents the opportunities and risks of future development.Hamburg, October 29, 2010BDO AG Wirtschaftsprüfungsgesellschaftsigned Dr. Probst signed BrandtWirtschaftsprüfer Wirtschaftsprüfer (German Public Auditor) (German Public Auditor)RESPONSIBILITY STATEMENTTo 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, 29 October 2010The Management BoardMatthias Schrader | Thomas Dyckhoff

206 SINNERSCHRADER ANNUAL REPORT 2009 | 2010 EVENTS & CONTACT INFORMATIONEvEnts & ContaCt InformatIonFinancial calendar 2010/2011Annual General Meeting 2009/2010 16 December 20101st Quarterly Report 2010/2011 (September 2010 – November 2010) 13 January 20112nd Quarterly Report 2010/2011 (December 2010 – February 2011) 14 April 20113rd Quarterly Report 2010/2011 (March 2011 – May 2011) 14 July 2011Annual Report 2010/2011 November 2011Annual General Meeting 2010/2011 December 2011Our previous reports are available online and for download in the “Investors” section of the www.sinnerschrader.de website.Conference calendar 2010/2011next11 conference 17 – 18 May 2010For more information please visit our conference website www.next11.de.Contact InformationSinnerSchrader AG, Investor RelationsVölckersstraße 38, 22765 Hamburg, GermanyT. +49. 40. 39 88 55-0, F. +49. 40. 39 88 55-55www.sinnerschrader.de, ir@sinnerschrader.deEditorial InformationPublished by SinnerSchrader Aktiengesellschaft, Hamburg, GermanyConcept and design heureka! – Profitable Communication, Essen, GermanyDate of publication: 9 November 2010

Key figures of the SinnerSchrader Group, four quarters 2009/2010 Q4 Q3 Q2 Q1Gross revenues € 000s 8,174 7,063 6,347 7,134Net revenues € 000s 6,803 5,865 5,332 5,935EBITDA € 000s 1,270 384 341 722EBITA € 000s 1,135 247 206 596EBIT € 000s 1,001 86 45 435Net income € 000s 655 34 32 382Net income per share1) € 0.06 0.00 0.00 0.03Cash flows from operating activities € 000s 1,004 -940 1,094 1,185Employees, full-time equivalents number 282 278 268 257 Key figures of the SinnerSchrader Group, five years IFrS IFrS IFRS IFRS IFRS 01.09.2009 01.09.2008 01.09.2007 01.09.2006 01.09.2005 31.08.2010 31.08.2009 31.08.2008 31.08.2007 31.08.2006Gross revenues € 000s 28,718 27,664 24,170 18,588 15,819Net revenues € 000s 23,935 20,936 18,347 14,161 13,154EBITDA € 000s 2,717 1,974 2,824 1,455 1,152EBITA € 000s 2,185 1,441 2,305 1,043 600Relation of EBITA to net revenues (operating margin) % 9.1 6.9 12.6 7.4 4.6EBIT € 000s 1,567 954 2,213 1,043 600Net income € 000s 1,103 939 1,608 1,018 1,192Net income attributable to the shareholders of SinnerSchrader AG € 000s 1,103 1,231 1,608 1,018 1,192Net income per share1) € 0.10 0.11 0.14 0.09 0.10Shares outstanding1) number 11,254 11,356 11,471 11,417 11,411Cash flows from operating activities € 000s 2,343 2,229 2,744 893 194Employees, full-time equivalents number 271 244 179 145 129 31.08.2010 31.08.2009 31.08.2008 31.08.2007 31.08.2006Liquid funds and securities € 000s 8,290 7,988 9,075 10,450 10,005Shareholders’ equity € 000s 12,576 12,534 12,971 12,548 11,531Balance sheet total € 000s 20,981 20,342 19,934 16,770 15,067Shareholders’ equity rate % 59.9 61.6 65.1 74.8 76.5Employees, end of period number 305 279 241 152 1431) Weighted average shares outstanding

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ERS: SinnerSchrader AG / Jahresbericht 2009

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ERS: SinnerSchrader AG / Jahresbericht 2009 Presentation Transcript