Content

4.32 dividend per share
4.33 changes in net working capital
4.34 contingencies
4.35 payables from operating lease contracts
4.36 business combinations
4.37 disposal of subsidiaries
4.38 related party transactions
4.39 board and executives compensations
4.40 events after the balance sheet date

4.32 dividend per share

The dividends paid in 2009 and 2008 were in an amount of CHF 15,680,000 (CHF 8.00 per share) and CHF 9,800,000 (CHF 5.00 per share) respectively. A dividend in respect of the year ended at 31 December 2009 of CHF 4,900,000 (CHF 2.50) is to be proposed to the shareholders at the Annual General Meeting to be held on 11 May 2010. These financial statements do not reflect this dividend payable.

4.33 changes in net working capital

The changes in the net working capital for the cash flow statement include the following positions in the balance sheet:

changes in the net working capital
in CHF '000
20092008
Change in trade accounts receivable
755–4,469
Change in inventories
654–5,482
Change in other receivables
6,14110,989
Change in trade payables
–9116,027
Change in other liabilities
–5,92426,880
Change in accruals net
–4,687987
Total change in net working capital
–3,97234,932

4.34 contingencies

At 31 December 2009, the Group’s contingent liabilities for guarantees to third parties amounted to CHF 8,435,000 (2008: CHF 9,121,000). The rental guarantees are valid for the next two to nine years. They are subject to optional extensions.

contingencies
in CHF '000 at 31 December
20092008
Advance payment guarantees
4,2414,954
Rental guarantees
3,6443,617
Bank guarantees
550550
Total contingencies
8,4359,121

4.35 payables from operating lease contracts

The Orell Füssli Group rents property, machinery and fixed assets by means of operational leases. Some lease contracts are non-cancellable, others have an option for cancellation of usually less than one year.

The future aggregate minimum lease payments under non-cancellable operating leases are as follows:

maturities of future aggregate minimum lease payments
in CHF '000 at 31 December
20092008
No later than 1 year
11,50211,523
Later than 1 year and no later than 5 years
30,30831,651
Later than 5 years
17,80816,519
Total future aggregate minimum lease payments
59,61859,693

In 2009, future aggregate minimum lease payments have not changed substantially in comparison to the previous period. The book retailing renewed several existing contracts with lease options and concluded new lease agreements in addition.

4.36 business combinations

The Orell Füssli Group did not carry out any business combination in the financial year 2009, neither externally nor internally of the Group.

4.37 disposal of subsidiaries

At 1 July 2008 the Orell Füssli Group disposed its 100% investment in Orell Füssli Wirtschaftsinformationen Ltd. and Kompass Schweiz Verlag Ltd. to Axon Active Ltd., Lucerne. An additional gain of CHF 4,000,000 was included in the 2009 financial statements due to renegotiations on the purchase price.

In the financial year 2009, the Orell Füssli Group did not dispose any subsidiaries.

4.38 related party transactions

The Orell Füssli Group sold goods and services to related companies in an amount of CHF 21,359,000 (2008: CHF 26,261,000). Goods and services were sold at related companies under normal commercial terms and conditions that would also be provided to third parties.

The Orell Füssli Group sold goods of associated and related companies in the amount of CHF 7,276,000 (2008: CHF 6,536,000).

At balance sheet date, the sale and purchase of goods and services to related companies resulted in receivables of CHF 2,858,000 (2008: CHF 1,278,000) and liabilities of CHF 1,004,000 (2008: CHF 923,000).

In 2009 and 2008, the Orell Füssli Group continued to sell books and publishing products to related parties and to employees at favourable rates.

No loans to related parties had been granted by the Group in the 2009 and 2008 financial years, and the Group did not receive any loans from related parties during that period.

4.39 board and executives compensations

The Orell Füssli Group assigned salaries and other current compensations to the Board of Directors and Executive Board of the Group in the amount of CHF 3,045,000 (2008: CHF 3,228,000) for the financial year 2009. The social insurance contribution amounted to CHF 407,000 (2008: CHF 411,000). One member left the Executive Board in summer 2008 due to the disposal of the subsidiaries Orell Füssli Wirtschaftsinformationen Ltd. and Kompass Schweiz Verlag Ltd., and was not replaced.

For the disclosures of the remunerations to the Board of Directors and Executive Board of the Group in connection with the transparency law reference is made to note 7.11 of the financial report of Orell Füssli Holding Ltd.

4.40 events after the balance sheet date

For the fist two months of 2010, Atlantic Zeiser GmbH introduced short-time working for about one third of its workforce in its production plant in Emmingen (D) as it had already done in the previous year. However, Atlantic Zeiser GmbH has returned to full-time employment since March 2010.

The German subsidiary Atlantic Zeiser GmbH acquired 74.9% of the shares of Berlin-based SOFHA GmbH with effect from 1 January 2010. The purchase price was EUR 4,000,000. SOFHA GmbH is a software systems company in the field of industrial digital printing solutions and is a member of the exclusive circle of Adobe Co-Development Partners with extensive source code access. Through the acquisition of SOFHA, Atlantic Zeiser aims to accelerate growth in high-resolution inkjet systems and to penetrate into new spheres of application. The remaining shares will be retained by the current management and can be acquired in full at a later date. The acquisition balance sheet in accordance with IFRS is currently in preparation.

Atlantic Zeiser SDN BHD, a subsidiary of Atlantic Zeiser GmbH with its office in Kuala Lumpur, Malaysia, will be included in the scope of consolidation with effect from 1 January 2010. The subsidiary aims to strengthen the presence of the Atlantic Zeiser Group in the Asian market and, thus, will be included in the business unit of Industrial Systems.

The Orell Füssli Group decided in March 2010 to sell its controlling interest of 71.05% in Photoglob Ltd. to the minority share holder and managing director of the entity. The agreement foresees a step-by-step buyout. In the 2010 financial year, the investment in Photoglob Ltd. will be deconsolidated and included in investments in associates effective from the date when the Group’s participation including rights and obligations will be reduced in an extent that does not allow using the full-consolidation method anymore.

Furthermore, management of Orell Füssli Buchhandlungs Ltd. decided to fully integrate the activities of St. Gall-based Rösslitor Bücher Ltd. and to legally dissolve the subsidiary.

According to an announcement published in February 2010, the Orell Füssli Group increases the management autonomy of the divisions in the fields of IT and Human Resources and at the same time reduces the size of the Group’s executive management team.

On 25 February 2010, the CEO of Orell Füssli Group Sönke Bandixen left the corporation with immediate effect by mutual agreement. The search of a successor has been initiated. The chairman of the Board of Directors Klaus Oesch will act as CEO ad interim.

No other events occurred between the balance sheet date and the date when the Board of Directors approved the consolidated financial statements that add more information to any item in the consolidated financial statement, that could put into question the going concern of the Group or that are of material nature.