Notes to the
annual financial statements

TX Group AG, Zurich, is the parent company of the TX Group. The direct and indirect investments held by TX Group AG are shown in Note 4.2 to the consolidated financial statements. TX Group AG does not prepare financial statements in accordance with a recognised standard, a statement of cash flows, or additional disclosures for larger entities, as it prepares consolidated financial statements in accordance with IFRS.

The following overview shows the most significant products and services managed directly by the parent company by business area:

Advertising and Free Media

  • 20 Minuten
  • 20 minutes

Shared Services

  • Corporate Services
  • Real Estate Management
  • Technology/Group IT
  • Management TX Ventures
1 Disclosures on the principles applied in the annual financial statements

These annual financial statements of TX Group AG, Zurich, were prepared in compliance with the Swiss Code of Obligations (CO). The following significant principles were applied in the annual financial statements:

Cash and cash equivalents

Cash and cash equivalents include cash on hand, postal and bank account balances, and time deposits with an original term of around three months, which are measured at nominal value.

Trade accounts receivable

Trade accounts receivable are recognised at their nominal value. Provision is made for the credit risk using any specific value adjustments and the general value adjustments permitted under tax law.

Financial assets

Current financial assets are measured at market price, and non-current financial assets are measured individually at cost less value adjustments. Loans are measured individually at their nominal value less value adjustments. Impairment testing is performed as of the balance sheet date in each case.

Investments

Investments are measured individually at cost less value adjustments.

Property, plant and equipment and intangible assets

Property, plant and equipment and intangible assets are capitalised at cost and are depreciated/amortised indirectly. The straight-line method is used for depreciation and amortisation. Any immediate depreciation and amortisation within the limits permitted under tax law is carried out at the discretion of the company. The minimum capitalisation limit is CHF 5ʼ000. Small acquisitions and investments that do not reach this amount are recognised directly as an expense.

Revenue recognition

Revenue from goods is recognised when the risks and rewards of ownership of the goods sold have been transferred to the buyer. Revenue from services is recognised at the time the service is rendered and is accrued at the end of the year if the revenue is invoiced in another period.

Barter transactions

Services rendered in barter transactions are recognised in revenues. Services received in barter transactions are recognised under other operating expense.

Forward exchange transactions

Forward exchange transactions are entered into to hedge the currency risk of the purchase of newsprint and magazine paper in a foreign currency. Negative market values of forward exchange transactions are recognised as current or non-current liabilities. Changes in measurement are disclosed in financial income.

2 Number of employees

The average number of employees is more than 250 full-time positions for the period from 1 January to 31 December 2025 and for the equivalent period of the previous year.

3 Receivables and liabilities from/to investments

2025

in CHF mn

Investments

Third party

Total

Assets

Trade accounts receivable

0.3

9.8

10.0

Other current receivables

42.1

3.6

45.8

Accrued income and prepaid expenses

4.1

9.1

13.2

Current financial assets

17.5

17.5

Non-current financial assets

126.2

207.3

333.5

Liabilities and equity

Trade accounts payable

0.5

4.1

4.6

Current interest-bearing liabilities

18.5

0.0

18.5

Other current liabilities

69.7

6.2

75.9

Deferred revenues and accrued liabilities

0.6

14.3

14.9

Non-current interest-bearing liabilities

99.0

99.0

2024

Assets

Trade accounts receivable

0.2

0.9

1.1

Other current receivables

49.4

4.2

53.6

Accrued income and prepaid expenses

0.2

15.1

15.3

Current financial assets

1.2

27.1

28.3

Non-current financial assets

113.5

187.4

300.9

Liabilities and equity

Trade accounts payable

0.4

3.3

3.7

Current interest-bearing liabilities

23.7

23.7

Other current liabilities

85.1

5.8

90.8

Deferred revenues and accrued liabilities

1.3

11.5

12.7

Non-current interest-bearing liabilities

94.0

0.3

94.3

4 Notes and explanations on additional balance sheet items

Current financial assets

in CHF mn

2025

2024

Money market funds

17.5

17.3

Loans to subsidiaries

1.2

Loans to third parties

9.8

Total current financial assets

17.5

28.3

Non-current financial assets

in CHF mn

2025

2024

Loans to subsidiaries

126.2

113.5

Loans to third parties

151.1

142.2

Total loans

277.3

255.7

Shares in other investments

56.2

45.2

Rental deposits

0.0

0.0

Total other financial assets

56.2

45.2

Total non-current financial assets

333.5

300.9

Property, plant and equipment

in CHF mn

2025

2024

Fixtures and fittings

2.5

3.0

IT equipment

2.8

4.4

Plant and machinery

7.3

10.0

Other movable property, plant and equipment

1.8

4.6

Total movable property, plant and equipment

14.4

22.1

Buildings

37.4

43.3

Land

45.7

56.1

Installations and building fixtures

16.4

19.3

Tenant fittings

0.1

0.2

Investment property

19.8

Total immovable property, plant and equipment

119.5

118.9

Total property, plant and equipment

133.9

141.0

Current interest-bearing liabilities

in CHF mn

2025

2024

Current account liabilities

0.0

0.1

Other current interest-bearing liabilities

18.5

23.5

Total current interest-bearing liabilities

18.5

23.7

Deferred revenues and accrued liabilities

in CHF mn

2025

2024

Personnel

3.7

7.2

Direct taxes

-

-

Other deferred revenues and accrued liabilities

11.2

5.5

Total deferred revenues and accrued liabilities

14.9

12.7

Non-current interest-bearing liabilities

in CHF mn

2025

2024

Loans

99.0

94.0

Other non-current interest-bearing liabilities

0.3

Total non-current interest-bearing liabilities

99.0

94.3

Voluntary retained earnings

in CHF mn

2025

2024

Balance as of 1 January

1’340.8

1’324.9

Withdrawal / Allocation from appropriation of net income

26.7

16.0

Balance as of 31 December

1’367.5

1’340.8

5 Notes and explanations on income statement items

Other operating revenue and other income

in CHF mn

2025

2024

Management fees

38.5

46.5

Revenue from real estate

20.8

22.4

Change in provisions for doubtful accounts

-0.7

0.6

Other operating revenue

5.0

4.4

Total other operating revenue and other income

63.6

74.0

Other operating expense

in CHF mn

2025

2024

Distribution and sales expenses

-9.6

-11.0

Advertising and PR expenses

-7.3

-6.2

Rent, lease payments and licenses

-4.6

-4.1

Management fees

-8.6

-18.3

Other operating expenses

-21.3

-18.6

Total other operating expense

-51.5

-58.1

Financial result

in CHF mn

2025

2024

Interest income

9.7

14.7

Revenue from investments

57.4

136.4

Gain from sale of investments

0.0

14.4

Reversal of value adjustments of investments

5.2

11.7

Other financial income

1.3

6.0

Total financial income

73.6

183.1

Interest expense

-1.5

-3.5

Impairment on financial assets

-0.4

-3.0

Other financial expenses

-1.4

-4.0

Total financial expense

-3.3

-10.5

Total financial result

70.2

172.6

6 Net reversal of hidden reserves

in CHF mn

2025

2024

Material net reversal of hidden reserves

2.5

3.1

7 Direct and indirect investments

The direct and indirect investments held by TX Group AG are disclosed in Note 4.2 to the consolidated financial statements.

8 Annual impairment testing of investments and loans

Investments and loans were tested for impairment as at 31 December 2025. Their values in use were calculated using the discounted cash flow (DCF) method, and the calculation did not lead to a value adjustment for loans (previous year: CHF 0.4 million). For the investments, the analysis led to a reversal of value allowances of CHF 5.2 million (previous year: CHF 11.7 million) and a new value adjustment of CHF 8.1 million (previous year: CHF 91.8 million).

9 Treasury shares

2025

2024

number

in CHF 000

number

in CHF 000

Balance as of 1 January

4’001

455

8’787

906

Acquisition of treasury shares

324’650

53’352

146

18

Sale of treasury shares

-1’849

-203

-4’932

-469

Balance as of 31 December

326’802

53’604

4’001

455

On 24 January 2025 TX Group AG acquired 200ʼ000 TX Group AG shares (1.89% of the capital and voting rights) from Ellermann Pyrit GmbH, a member of the shareholder pool, at a price of CHF 150 per share (in total: CHF 30.0 million). The shares will not be cancelled, but used to facilitate strategic flexibility and serve future purposes in the interests of the company. As announced in the press release dated 25 September 2025, TX Group AG will repurchase up to 662ʼ500 registered shares with a nominal value of CHF 10 each over a maximum period of three years, representing up to 6.25% of the share capital entered in the commercial register. The aim of the buyback is to ensure efficient use of capital and a return of funds to shareholders. Shares will be bought back at market price on a second trading line for the purpose of cancelling the shares. The repurchased shares will be cancelled by means of a capital reduction. Under the share buyback programme, 124ʼ650 additional treasury shares were purchased in the 2025 financial year. As of the reporting date, 326ʼ802 treasury shares are held.

Treasury shares were sold in connection with the profit participation programme for the Executive Management (see Note 3.2 to the consolidated financial statements).

10 Remaining amount of liabilities from leases equivalent to purchase agreements and other liabilities from leases, provided that they do not expire and cannot be terminated within 12 months of the balance sheet date

in CHF mn

2025

2024

Liabilities from leases equivalent to purchase agreements

0.0

0.0

Liabilities from fixed rental contracts

8.6

9.3

11 Liabilities to employee benefit funds

in CHF mn

2025

2024

Liabilities to employee benefit funds

0.0

12 Total amount of subordinated claims on loans

in CHF mn

2025

2024

Subordinated claims in favor of investments

33.6

20.8

Subordinated claims in favor of third parties

1.1

0.8

13 Total amount of assets used as collateral for the companyʼs own liabilities and assets subject to retention of title

in CHF mn

2025

2024

Securities

14 Contingent liabilities

TX Group AG, Zurich, has formed a VAT group with other Swiss group companies since 1 January 2017. The companies in this group are all jointly and severally liable for the VAT debts of the other members of the group.

As of the balance sheet date, there are guarantee obligations to the benefit of related parties and third parties totalling CHF 17.9 million (previous year: CHF 17.6 million). There are no further guarantee obligations.

TX Group AG has promised liquidity support from the Groupʼs in-house banking for three of its subsidiaries, which may result in financial liabilities in the event that they call on the support.

15 Shares and options for corporate bodies and staff

2025

2024

number

in CHF 000

number

in CHF 000

Shares allocated during financial year to members of the Executive Management

1’849

203

4’932

469

The shares allocated are recognised at fair value as of the respective balance sheet date.

16 Shareholdings of the Board of Directors and the Executive Management

The disclosure of compensation in accordance with the Ordinance against Excessive Remuneration in Listed Companies Limited by Shares can be found in the Compensation Report. Information on the shareholdings of the Board of Directors and the shareholdings of the Executive Management is also disclosed below in accordance with the terms of the Swiss Code of Obligations, Art. 663(c).

Board of Directors

2025

2024

number

Shares owned

Total shares owned including those held by related parties 1

Shares owned

Total shares owned including those held by related parties 1

Pietro Supino

33’338

1’439’160

33’338

1’439’160

Martin Kall

Pascale Bruderer

Stephanie Caspar

Claudia Coninx-Kaczynski

393’508

1’264’867

393’533

1’264’867

Miriam Meckel

Sverre Munck

Konstantin Richter

28’229

738’295

28’229

737’795

1Including rights of usufruct and benefits.

Executive Management

2025

2024

Number of shares

Shares owned

Total shares owned including those held by related parties

Shares owned

Total shares owned including those held by related parties

Bernhard Brechbühl

Sandro Macciacchini

2’248

2’248

Christoph Marty

Daniel Mönch

100

100

100

100

Ursula Nötzli

400

Jessica Peppel-Schulz

Tanja zu Waldeck

17 Shareholdings of major shareholders

Name

2025 1

2024 1

2023 1

Dr. Severin Coninx, Bern

13.20% 2

13.20%

13.20%

Rena Maya Coninx Supino, Zurich

12.95%

12.95%

12.95%

Dr. Hans Heinrich Coninx, Küsnacht

11.93% 3

11.93% 3

11.93% 3

Fabia Schulthess, Zurich

5.53%

5.53%

5.53%

Andreas Schulthess, Wettswil

5.53%

5.53%

5.53%

Ellermann Lawena Stiftung, FL-Vaduz

6.87%

6.87%

6.87%

Ellermann Pyrit GmbH, D-Stuttgart

1.94%

3.82%

3.94%

Ellermann Rappenstein Stiftung, FL-Vaduz

5.86%

5.86%

5.86%

Other members of the shareholders' agreement

3.05% 4

3.05% 4

3.05% 4

Total members of the shareholders' agreement

66.84%

68.73%

68.84%

Regula Hauser-Coninx, Weggis

4.63%

4.63%

4.63%

Tweedy Browne Company LLC

3.56%

3.77%

4.59%

Epicea AG, Bern

3.25%

3.25%

3.25%

Medien- und Unternehmungsförderungsstiftung FERS, Bern

0.69%

0.69%

0.69%

Medien- und Unternehmensförderungsstiftung FERS

3.94%

3.94%

3.94%

Lugard Road Capital Master Fund LP, Grand Cayman, KY

3.04%

3.74%

0.00%

1The disclosures as of 31 December relate to the 10.6 million registered shares issued.

2Dr. Severin Coninx deceased on 22 January 2026. The information on the holdings corresponds to the ownership structure as at 31 December 2025.

3Of which rights to usufruct in relation to 393,234 registered shares in the name of Martin Coninx (Männedorf), rights of usufruct in relation to 393,233 registered shares in the name of Claudia Isabella Coninx-Kaczynski (Zollikon) and rights of usufruct in relation to 393,233 registered shares in the name of Christoph Coninx (Oetwil an der Limmat).

4The other members of the shareholders' agreement are: – Beatrice Calcagni – Isabella Calcagni – Pietro Calcagni – Prof. Dr. Anna Coninx Mona – Erbengemeinschaft Annette Coninx Kull – Caspar Coninx – Christoph Coninx – Claudia Isabella Coninx-Kaczynski – Franziska Nicolasina Coninx – Lorenz Coninx – Martin Coninx – Philipp Coninx – Salome Coninx – Jessica Natalja Kaczynski – Luca Kaczynski – Tatjana Kaczynski – Antonia Kaestner – Casper Kaestner – Clara Kaestner – Dr. Franziska Kaestner-Richter – Moritz Kaestner – Antje Landshoff-Ellermann – Saskia Landshoff – Hanna Marti – Konstantin Richter – Sabine Richter-Ellermann – Matteo Schulthess – Dr. Anna P. Supino Calcagni – Dr. Pietro Supino

18 Important events after the balance sheet date

See Note 4.7 to the consolidated financial statements.