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Annual report mobilezone holding ag 2006

©2007 mobilezone ag...activity,the service providing (MVNO),did not reach the breakeven point in its first fiscal year.The company invested CHF 3.7million in establishing its own

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Page 1: ©2007 mobilezone ag...activity,the service providing (MVNO),did not reach the breakeven point in its first fiscal year.The company invested CHF 3.7million in establishing its own

AN

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A n n u a l r e p o r t m o b i l e z o n e h o l d i n g a g

2006

Page 2: ©2007 mobilezone ag...activity,the service providing (MVNO),did not reach the breakeven point in its first fiscal year.The company invested CHF 3.7million in establishing its own

Credits

Copy: mobilezone holding ag

Editing: Christoph Zurfluh, Baar

Design: Af IT, Buergi & Partner, Oberglatt ZH

Photos: Marcel Studer, Zurich ;

Peter Dotzauer, Henau; Arco Images;

Archiv mobilezone

Printing: Horisberger Regensdorf AG, Regensdorf

Many thanks to Holcim (gravel plant,

Hüntwangen) and “Sportbahnen Atzmännig”

for their kind support.

Information: Current information

from press conferences and publications

on the website www.mobilezone.ch

Link: corporate website mobilezone holding ag

This annual report is a translation of the

original version in German.

The English translation is only available in form

of a pdf-file from the corporate website.

©2007 mobilezone holding ag

Page 3: ©2007 mobilezone ag...activity,the service providing (MVNO),did not reach the breakeven point in its first fiscal year.The company invested CHF 3.7million in establishing its own

m o b i l e z o n e h o l d i n g a g A N N U A L R E P O R T 2 0 0 6

Page 4: ©2007 mobilezone ag...activity,the service providing (MVNO),did not reach the breakeven point in its first fiscal year.The company invested CHF 3.7million in establishing its own

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Page 5: ©2007 mobilezone ag...activity,the service providing (MVNO),did not reach the breakeven point in its first fiscal year.The company invested CHF 3.7million in establishing its own

m o b i l e z o n e h o l d i n g a g A N N U A L R E P O R T

Table of contents

Course of business

Chairman’s report 5

Key figures at a glance 7

Corporate governance / governing bodies 9

mobilezone 15

Europea Trade 18

globalzone 21

mobilezone net 22

Outlook – Products becoming ever more complex 24

Financial report

Table of contents 27

List of mobilezone outlets 60

2006

Annual report 2006 mobilezone holding ag 3

Page 6: ©2007 mobilezone ag...activity,the service providing (MVNO),did not reach the breakeven point in its first fiscal year.The company invested CHF 3.7million in establishing its own

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Page 7: ©2007 mobilezone ag...activity,the service providing (MVNO),did not reach the breakeven point in its first fiscal year.The company invested CHF 3.7million in establishing its own

m o b i l e z o n e G r o u p R E P O R T T O S H A R E H O L D E R S

Annual report 2006 mobilezone holding ag 5

I n 2006 mobilezone was able to maintain its strong market position. Gross sales grew

by 13.1 percent to CHF 296.1 million, and gross earnings (EBITDA) rose by 12.2 percentto CHF 25.3 million.

Establishing the service providing area andinvesting in new locations affected the Group’sconsolidated result; however, the company stillwas able to increase it from CHF 15.4 million toCHF 16.1 million. Because of this positive de-velopment, the Board of Directors will proposea dividend distribution of CHF 0.30 per share to the General Meeting.

As expected, mobilezone’s new businessactivity, the service providing (MVNO), did notreach the breakeven point in its first fiscalyear. The company invested CHF 3.7 million inestablishing its own customer base, and as aresult could add more than 10,000 mobilezonenet customers.

A total of CHF 4.5 million was invested in the retail area, primarily in the expansion of thenetwork of stores from 104 to 115 locations.Furthermore, centro natel (AMEL CCD. SA) withfive stores in the Ticino became a 100-percentsubsidiary as of January 1, 2007. In January2007 mobilezone agreed to take over 70% ofTelePoint AG, Kriens. This step has created the basis for establishing new business activityin the B2B area for small and medium-sizedbusinesses.

The expansion of the network of shops willcontinue in 2007. In Basel mobilezone’s marketposition will be strengthened thanks to the opening of three new outlets (Claraplatz,Freiestrasse, Steinenvorstadt ). In Zurich mobilezone has a presence in the new shopping center Sihlcity, and further shops are planned in Glarus, Geneva, and Lucerne.

In spring 2007 changes will take place in theGroup’s management. CFO Wolfgang Gross andHansruedi Kehl, Head of Finance and Account-ing, will leave mobilezone. We thank them for their dedication and commitment to the

successful growth and expansion of mobile-zone Group. Beginning on April 1, 2007, lic.oec.HSG Markus Bernhard, certified public accoun-tant, will take on the CFO responsibilities.

In June 2007 Ruedi Baer, co-founder andcurrent Delegate of the Board of Directors, willretire from his position as CEO of mobilezone.While he will still retain overall responsibilityfor 2007, beginning in June he will graduallytransfer his CEO tasks to Martin Lehmann, whocurrently holds the position of sales manager.Ruedi Baer will retire from his position as Delegate of the Board of Directors at the 2008General Meeting ; however, even after that he will continue as a member of the Board ofDirectors and be available to moblilezoneGroup for strategic issues and projects. Thesepersonnel decisions are to ensure the conti-nuity of the company management.

Regarding anticipated developments in fiscal year 2007, the great number of novelties announced by manufacturers will have a positive effect on demand, and mobilezone will continue to grow, thanks to its expansion of the service providing and of the network of shops. This will be reflected both in sales and in the result.

Once again, the exceptionally dedicated andhighly qualified team of employees has contri-buted to the company’s positive result, and we would like to express our thanks to them forthe commitment they have shown. Increasinglycomplex mobile phones and services requireeven more effort and commitment in the field ofconsulting; mobilezone employees can offersuch advice and consulting – and this is one ofmobilezone’s competitive advantages.

Charles Gebhard Ruedi Baer Chairman of the Board Delegate and CEO

mobilezone’s

growth

is expected

to continue

in 2007

Page 8: ©2007 mobilezone ag...activity,the service providing (MVNO),did not reach the breakeven point in its first fiscal year.The company invested CHF 3.7million in establishing its own

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Page 9: ©2007 mobilezone ag...activity,the service providing (MVNO),did not reach the breakeven point in its first fiscal year.The company invested CHF 3.7million in establishing its own

m o b i l e z o n e G r o u p K E Y F I G U R E S A T A G L A N C E

Facts & figures

from the

financial report

Key figures 2006 2005

( in CHF ’000 or as noted, respectively )

mobilezone Group

Gross sales revenues 296,116 261,831

Net sales 274,102 243,590

Operating profit before depreciation & amortization (EBITDA) 25,271 22,524

Operating profit before interest & tax (EBIT ) 20,244 18,831

(as a percentage of net sales ) % 7.4 7.7

Net profit 16,149 15,408

(as a percentage of net sales ) % 5.9 6.3

Total assets 87,446 76,890

Net cash (cash & cash equivalents ) 16,397 14,485

Shareholders’ equity 52,950 45,698

(as a percentage of total assets ) % 60.6 59.4

Net cash provided by operating activities 18,999 6,799

Investment in property, plant & equipment, and intangible assets 8,268 3,783

Number of employees (FTE’s ) as of December 31 349 317

Number of shops as of December 31 115 104

mobilezone holding ag

Net profit 509 1,250

Total assets 33,727 33,586

Shareholder’s equity 18,872 27,306

(as a percentage of total assets ) % 56.0 81.3

Share information

Weighted average number of shares outstanding Piece 35,770,000 35,952,000

Number of shares outstanding as of balance sheet date Piece 35,772,996 35,765,006

Earnings per share CHF 0.45 0.43

Earnings per share (diluted ) CHF 0.45 0.43

Shareholders’ equity per share CHF 1.48 1.28

Dividend per share 1 CHF 0.30 0.25

Share price (highest / lowest ) CHF 7.99 / 4.71 5.68 / 3.70

Share price on December 31 CHF 7.70 5.45

1 2006: According to the Board of Directors’ request to the General Meeting of April 12, 2007.

Annual report 2006 mobilezone holding ag 7

Page 10: ©2007 mobilezone ag...activity,the service providing (MVNO),did not reach the breakeven point in its first fiscal year.The company invested CHF 3.7million in establishing its own

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Page 11: ©2007 mobilezone ag...activity,the service providing (MVNO),did not reach the breakeven point in its first fiscal year.The company invested CHF 3.7million in establishing its own

m o b i l e z o n e G r o u p C O R P O R A T E G O V E R N A N C E

2.3 Changes in capital

Changes in capital made in 2005 and 2006

are listed in the consolidated equity statement

on page 31of this report, and the changes

made in 2004 are listed on page 31of the

2004 annual report.

2.4 4 Shares and participation certificates

As of December 31, 2006, there were

35,772,996 bearer shares with a par value of

CHF 0.01. None of these shares were in the

Group’s own holdings. The shares in the

Group’s own holdings carry neither voting nor

dividend rights. All other shares carry equal

voting and dividend rights.

2.5 Profit-sharing certificates

There are no profit-sharing certificates.

2.6 Limitations on transferability and

nominee registrations

Not applicable, as only bearer shares exist.

2.7 Convertible bonds and warrants /options

As of the balance sheet date, there were no

convertible bonds or options issued by Group

companies outstanding. ��

1. Groups structure and shareholders

1.1 Group structure

The mobilezone Group consists of two business

areas: Commerce (mobilezone ag and Europea

Trade AG) und Services (globalzone ag, mobile-

zone international ag, and mobilezone net ag).

A list of consolidated companies is provided

in Note 2 on page 55 of this report. The parent

company is mobilezone holding ag, Riedthof-

strasse 124, 8105 Regensdorf, Switzerland.

It is listed on the Swiss Exchange SWX

(Valor no.: 1258340, ISIN : CH 0012583404).

As of December 31, 2006, the market capitali-

zation was CHF 275.5 million.

1.2 Significant shareholders

A list of significant shareholders is provided in

Note 3 on page 57 of this report. There is no

shareholder’s agreement between the signifi-

cant shareholders.

1.3 Cross-shareholdings

There are no cross-shareholdings.

2. Capital structure

2.1 Capital

The amount of ordinary, authorized, and con-

ditional capital is shown in Note 3 on page 56

of this report.

2.2 Authorized and conditional capital

in particular

Details regarding the amount of the increase

in authorized and conditional capital, the group

of beneficiaries, and the terms and conditions

of the issue of equities are set forth in Articles

36 and 37 of the Articles of Association.

The current Articles of Association may be

viewed at any time at

http : //www.mobilezoneholding.ch/ frontend/

inc /statuten/statuten-en.pdf

Information

on Corporate

Governance

pursuant to

Swiss Exchange

(SWX)

guidelines

Annual report 2006 mobilezone holding ag 9

Page 12: ©2007 mobilezone ag...activity,the service providing (MVNO),did not reach the breakeven point in its first fiscal year.The company invested CHF 3.7million in establishing its own

m o b i l e z o n e G r o u p

3. Board of Directors

3.1 Members of the Board of Directors

Charles Gebhard, Chairman

(non-executive member )

Ruedi Baer, Delegate and CEO

Walter Heutschi

( non-executive member )

Michael R. Kloter

( non-executive member )

Hans-Ulrich Lehmann

( non-executive member )

All information regarding terms of office,

nationality, education, and professional career

can be found at

http : //www.mobilezoneholding.ch/ index.php?

lang=en&cat=5&subcat=1

Rudolf Baer is CEO and chairman of mobile-

zone Group’s management. Currently, no

other members of the Board of Directors hold

executive positions in the Group’s companies,

nor have they held such positions during

the past three years. During the past year,

Rudolf Baer and Hans-Ulrich Lehmann had

business relationships with some of the

Group’s companies through companies they

controlled ( see Note 20 in the appendix

to the consolidated financial statements ).

Michael Kloter is a partner in the law firm

Kloter Attorneys-at-Law, which has provided

legal consultation on various matters to

mobilezone Group in the past year ( see also

paragraph 5.7 of this section ).

3.2 Other activities and vested interests

Information about any other activities and

vested interests of the members

of Board of Directors can be viewed at

http : //www.mobilezoneholding.ch/ index.php?

lang=en&cat=5&subcat=1

3.3 Cross-involvement

There is no cross-involvement with

the boards of other companies listed on

the Stock Exchange.

3.4 Elections and terms of office

The Board of directors is elected by the General

Meeting of shareholders for a one-year term.

Unlimited reelection is possible.

Since there were no other requirements,

the election in the reporting year was conduc-

ted “in corpore”.

3.5 Internal organizational structure

Charles Gebhard is Chairman and Rudolf Baer

is the Delegate of the Board of Directors.

Michael Kloter is Secretary of the Board of

Directors. The individual members have no

other positions, and there are no committees.

The Board of Directors meets as often as

required by business but at least three times a

year. In the past year five meetings were held;

usually they lasted half a day. In addition

to the CEO, usually one other member of the

management attends the meetings.

In exceptional cases, external consultants

are called in for consultation on specific

questions.

3.6 Definition of areas of responsibility

To the extent allowed by law, the Board of

Directors has delegated managerial func-

10 Annual report 2006 mobilezone holding ag

Information

on Corporate

Governance

pursuant to

Swiss Exchange

(SWX)

guidelines

Always up-to-date :

Latest information is available under

www.mobilezoneholding.ch

Page 13: ©2007 mobilezone ag...activity,the service providing (MVNO),did not reach the breakeven point in its first fiscal year.The company invested CHF 3.7million in establishing its own

C O R P O R A T E G O V E R N A N C E / G O V E R N I N G B O D I E S

cludes the right to be informed about indivi-

dual transactions. The information and control

tools the Board of Directors uses vis-à-vis

the Group management include the following :

• Consolidated budget (annual )

• Quarterly reports with budget comparison

• Profit and loss forecast

(beginning in the 3rd quarter )

• Sales statistics ( in every meeting )

• 12-months financial projections

( in every meeting )

• Detailed oral reports of the Group

management on the course of business

( in every meeting ).

Annual report 2006 mobilezone holding ag 11

tions to the Group management. The break-

down of tasks and competencies is established

in the rules of organization. They can be

viewed at any time at

http://www.mobilezoneholding.ch/media/

Organizational_regulations.pdf

3.7 Information and control instruments

vis-à-vis the Group management

Each member of the Board of Directors has

the right to be informed about the course

of business by the Group management, even

outside of official meetings, and this in-

4. Group management

4.1 Members of the Group management

Ruedi Baer, CEO

Wolfgang Gross, CFO

Martin Lehmann, Sales Manager

Werner Waldburger, COO (central management, excl. finances )

All information regarding nationality, educa-

tion, professional background, and, if

applicable, previous activities for mobilezone

Group can be viewed at

http : //www.mobilezoneholding.ch/ index.php?

lang=en&cat=5&subcat=1

4.2 Other activities and vested interests

All information regarding other activities and

vested interests can be viewed at

http : //www.mobilezoneholding.ch/ index.php?

lang=en&cat=5&subcat=1

4.3 Management contracts

There are no management contracts regard-

ing the transfer of managerial functions to third

parties. ��

Hans-Ulrich Lehmann (BD)

Martin Lehmann (SM)

Charles Gebhard (BD)

Ruedi Baer (BD /CEO)

Werner Waldburger (COO)Walter Heutschi (BD)

Wolfgang Gross (CFO)Michael R. Kloter (BD)

The members

of the Board of

Directors and

the management

in 2006

Beginning

in June 2007

CEO Ruedi Baer will

gradually transfer

his tasks to

Martin Lehmann,

currently

sales manager

Page 14: ©2007 mobilezone ag...activity,the service providing (MVNO),did not reach the breakeven point in its first fiscal year.The company invested CHF 3.7million in establishing its own

m o b i l e z o n e G r o u p

5. Compensations, shareholdings,and loans

5.1 Content and method of determining

the compensation and

the shareholding programs

The members of the Board of Directors receive

compensation independent of profits in an

amount set annually bay the Board of Directors.

In addition, the Board of Directors may each

year resolve to award a bonus in the case of

positive business development. The Board of

Directors determines the compensation of

Group management at the request of the CEO.

The Board of Directors determines the CEO’s

total compensation. The total compensation of

the CEO and the Group management consists

of a base salary and a bonus depending on

profits; this bonus amounts to about 20 to 50%

of the base salary. The bonus depends on

the operating profit per EBITDA calculation.

There are no profit-sharing programs.

5.2 Compensation of acting members

of governing bodies

Total compensation paid to the executive

member of the Board of Directors and

members of Group management amounted

to CHF 1,590,000. Total compensation

paid to non-executive members of the Board

of Directors in the reporting year was

CHF 190,000. No severance payments were

made to departing members of any of

the governing bodies in the reporting year.

5.3 Compensation of former members

of governing bodies

No compensation was paid to former members

of governing bodies.

5.4 Share allotments in the reporting year

No shares were allocated to members

of governing bodies or parties closely linked

to them.

Information

on Corporate

Governance

pursuant to

Swiss Exchange

(SWX)

guidelines

5.5 Share ownership

As of December 31, 2006, the executive

member of the Board of Directors and

members of Group management as well

as parties closely linked to them held

a total of 2,908,833 shares of mobilezone

holding ag.

The non-executive members of the Board

of Directors and parties closely linked to

them held 2,085,913 shares.

5.6 Options

As of December 31, 2006, there were no

options.

5.7 Additional fees and remunerations

In fiscal year 2006, the law firm

Kloter Attorneys-at-Law, in which the Board

member Michael Kloter is a partner,

invoiced the Group’s companies for fees

totaling CHF 117,000.

5.8 Loans granted by governing bodies

There are no loans or securities for loans to

the members of the Board and management,

or to parties closely linked to them.

5.9 Highest total compensation

The member of the Board of Directors

with the highest total compensation was paid

CHF 863,000 in the reporting year.

No shares or options were allocated to this

Board member in the reporting year.

6. Shareholders’ participation

6.1 Restrictions on voting rights

and representation

There are no restrictions on voting rights,

and the rules in the Articles of Association

regarding participation in the General

Meeting of Shareholders do not deviate

from those mandated by law.

12 Annual report 2006 mobilezone holding ag

Page 15: ©2007 mobilezone ag...activity,the service providing (MVNO),did not reach the breakeven point in its first fiscal year.The company invested CHF 3.7million in establishing its own

C O R P O R A T E G O V E R N A N C E

6.2 Statutory quorums

There are no statutory voting quorums that

deviate from those mandated by law.

6.3 Convocation of the General Meeting

of Shareholders

There are no statutory rules on convening the

General Meeting of shareholders that deviate

from those mandated by law.

6.4 Agenda

Shareholders representing shares with

a par value of CHF 35,000 may ask to have a

subject for discussion entered on the agenda

for the General Meeting of Shareholders.

Convening the meeting and setting its agenda

must be requested in writing, and the item

for discussion as well as the proposals and

motions must be named in the written request.

There are no deadlines.

6.5 Inscriptions into the share register

Not applicable, as only bearer shares exist.

7. Changes of control and defense measures

7.1 Duty to make an offer

There is an opting-out regulation.

7. 2 Clauses regarding changes of control

There are no change-of-control clauses.

8. Auditor

8.1 Duration of the mandate

and term of office of the lead auditor

Since fiscal year 2000, KPMG Fides Peat

has been the auditor of the Group’s Swiss

companies, and since fiscal year 2001,

when the new holding structure was intro-

duced, KPMG Fides Peat has also pre-

pared the consolidated audit report

for mobilezone holding ag.

The lead auditor has been responsible

for the auditing mandate since fiscal

year 2000.

8.2 Auditing fees

In the past year, KPMG invoiced the

Group for auditing fees in the amount

of CHF 135,500.

8.3 Additional fees

In the past year, KPMG invoiced fees

for business consulting in the amount

of CHF 13,000.

8.4 Supervisory and control instruments

pertaining to the audit

Once every year the Chairman of the Board

of Directors or another, non-executive

Board member attends KPMG Fides Peat’s

concluding discussion of the Group audit.

The auditor reports the findings from

the audit in a report to the Delegate of the

Board of Directors.

9. Information policy

Every year the mobilezone Group publishes

an annual and a semi-annual report pursuant

to IFRS ( International Financial Reporting

Standards ) rules. Additional information

on important changes and essential business

activities is published on an ad-hoc basis.

All information, including publication dates and

a list of contact addresses, is available at

www.mobilezoneholding.ch,

under the headings “financial reports”,

“Media /Press Room”, “Calendar”, and

“Contacts”. Anyone who wishes to receive

mobilezone’s media information automatically

can register under the heading “Media /

Press room” at the link for “E-mail Service”.

Annual report 2006 mobilezone holding ag 13

Page 16: ©2007 mobilezone ag...activity,the service providing (MVNO),did not reach the breakeven point in its first fiscal year.The company invested CHF 3.7million in establishing its own

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Page 17: ©2007 mobilezone ag...activity,the service providing (MVNO),did not reach the breakeven point in its first fiscal year.The company invested CHF 3.7million in establishing its own

m o b i l e z o n e N E W S T O R E D E S I G N C O N C E P T W E L L R E C E I V E D

F iscal year 2006 was dedicated to further

location optimization and the opening

of a total of 18 new stores. In the process of

fitting up these new outlets, the store design

concept was revised and adapted to current

requirements. As a new feature, the various

network operators are presented in a uniform

way. Monitors inform customers about

products and current offers. Customers’ reac-

tions to these changes have been uniformly

positive.

Marketing and advertising Once again, mobilezone’s 24 catalogs were

the company’s main advertising medium

in 2006. That the quality of these catalogs is

convincing in every respect is evident from

For the first time,

mobilezone

concluded more

than 400,000

contracts

the reaction of many competitors who

apparently model their printed products on

the informative mobilezone catalogs.

Equally successful was the sale of exclusive

models ( for example, Dolce&Gabbana )

and the exclusive introduction of new

products ( for example, LG Chocolate ) that

enabled mobilezone to distinguish itself

favorably from its competitors’ offers.

With its sponsoring activity at the “Brasil

Camp” in Weggis in summer 2006, mobile-

zone chalked up a spectacular success.

As exclusive partner for the sale of tickets to

the Brazilian national soccer team’s public

training, mobilezone sold 40,000 tickets

in just one day. The crowd of soccer fans in

front of the two stores in Lucerne was

so large that the police had to close off the

streets for a short time.

Provider For the first time in its history, mobilezone

concluded more than 400,000 contracts for

Swisscom mobile, Orange, sunrise, and

mobilezone net – a new provider. This consti-

tutes an increase of 15 percent over the

previous year.

Annual report 2006 mobilezone holding ag 15

Bestseller,

made by mobilezone:

Our 24 catalogs

set new standards in the

industry – they are

already being imitated.

For the “Brasil Camp”

in Weggis, prior to

the Soccer World Cup,

mobilezone sold

40,000 tickets – in

just one day !

Page 18: ©2007 mobilezone ag...activity,the service providing (MVNO),did not reach the breakeven point in its first fiscal year.The company invested CHF 3.7million in establishing its own

After Migros and Coop got the prepaid market

moving with their M-Budget and Coop mobile,

respectively, mobilezone recorded a decline

in the low-price segment in terms of both sales

and number of units.

Much start-up effort and extensive infra-

structure adjustment went into mobilezone’s

own service providing (MVNO), which was

launched in cooperation with Orange Commu-

nications AG in 2006 (see also mobilezone

net, page 22 ).

Although the number of customers who

regularly use their cell phones for live TV is

growing only slowly despite the positive

impact of the Soccer World Cup, already two

out of three cell phones sold over the

counter at mobilezone have the capacity to

receive TV. In 2006, a gratifying 60 per-

cent was equipped with UMTS and/or EDGE

technology.

Product range The trend continues: due to the large num-

ber of new models, the range of products

again expanded in 2006. This resulted,

on average, in an increase in stock at hand.

Although the number of suppliers de-

With more than

570,000 cell phones

sold, mobilezone

has outdone itself

again

m o b i l e z o n e

16 Annual report 2006 mobilezone holding ag

Market shares of providers ( value )

• Swisscom Shops 32 % • mobilezone 30 %• Migros 3 %• Orange Shops 8 %• The Phone House 8 %• Interdiscount 6 %• Sunrise Shops 4 %• Die Post 3 %• Media Markt 4 % • Other 2 %

Market shares of providers ( quantity )

• Swisscom Shops 30 % • mobilezone 28 % • Migros 10 % • Orange Shops 7 % • The Phone House 7 % • Interdiscount 5 % • Sunrise Shops 4 % • Die Post 3 % • Media Markt 3 % • Other 3 %

Start with style:

The new stores – such as the one in Oftringen

shown here – are designed in accordance with the

revised store design concept. They look

more welcoming, modern, and are easy to navigate

Page 19: ©2007 mobilezone ag...activity,the service providing (MVNO),did not reach the breakeven point in its first fiscal year.The company invested CHF 3.7million in establishing its own

Outlets opened in 2006 • Buchs AG, EKZ Wynecenter

• Bulle, Grand-Rue 30

• Brugg, Neumarkt 5

• Chur, EKZ City Shop

• Fribourg, EKZ, Fribourg-Centre

• Fribourg, Rue de Romont 12

• Genève, Centre Commercial Balexert

• Ibach SZ, EKZ Mythen-Center

• Kriens, EKZ Pilatus-Markt

• Lausanne, Rue Haldimand 5

• Lugano, Via Nassa 7

• Neuchâtel, Rue du Seyon 6

• Oftringen, EKZ A1

• Sarnen, EKZ Sarnen-Center

• Thun, Bälliz 62

• Vevey, Centre Commercial St-Antoine

• Wettingen, Zentrumsplatz

• Winterthur, EKZ Rosenberg

Outlets closed in 2006 • Burgdorf, Poststrasse 7

• Chur, Helvetia-Passage

• Fribourg, Rue de Romont 6

• Lausanne, Rue de Bourg 17

• Kriens, MM Hofmatt EKZ

• Neuchâtel, Rue du Seyon 5

• Thun, Bälliz 4

Openings planned in 2007• Basel, Claraplatz

• Basel, Freiestrasse

• Basel, Steinenvorstadt

• Bellinzona, Viale Stazione 2 ( former centro natel )

• Biasca, Via Lucomagno 17 ( former centro natel )

• Genève, Centre Commercial Les Cygnes

• Glarus, Schweizerhofstrasse

• Grancia, Via Cantonale ( former centro natel )

• Lugano, Corso Pestalozzi / Via Pretorio 9

• Lugano, Via Pioda 4 ( former centro natel )

• Manno, Strada Cantonale ( former centro natel )

• Winterthur, Untertor 13

• Zürich, Sihlcity

• Zürich, MMM Altstetten

Closures planned in 2007 • Liestal, Rathausstrasse 29

• Thun, Bälliz 39 (Loeb )

• Winterthur, RailCity

• Winterthur, Marktgasse / Obere Kirchgasse 22

• Winterthur, Neuwiesen

59 outlets in city centers

2 shop-in-shop outlets

Outlet addresses on page 60

63 outlets in shopping centers

Annual report 2006 mobilezone holding ag 17

creased due to the insolvency of BenQ-

Siemens, the new Korean supplier LG intro-

duced additional models to the market.

With 570,000 cell phones sold, mobilezone

managed to realize a satisfying growth

of 8.5 percent.

Services In 2006 again more repairs were carried

out than during the previous year, namely, a

total of 68,055 (52,165 repairs in 2005).

While the unsatisfactory delivery times for

Nokia devices caused problems for several

months, the situation could be remedied

in December 2006.

In addition, in January 2007 mobilezone

introduced a new insurance product for

cell phones that was developed during the

reporting year.

H I G H E R S A L E S A L S O F O R A C C E S S O R I E S

mobilezone shops in March 2007

Brand shares in 2006 at mobilezone ( value )

• Nokia 43.8 % • Sony Ericsson 16.7 % • Samsung 14.7 % • Motorola 10.9 %• LG 9.0 % • BenQ-Siemens 2.9 % • Qtek 1.6 % • Sagem 0.4 %

Brand shares in 2006 at mobilezone ( quantity )

• Nokia 43.2 % • Sony Ericsson 15.8 %• Samsung 13.9 % • Motorola 11.8 % • LG 9.1 % • BenQ-Siemens 3.2 % • Sharp 1.5 % • Qtek 0.9 % • Sagem 0.6 %

Chur

St. GallenSt. Margrethen

Kreuzlingen

Winterthur

RapperswilZürich

Luzern

Solothurn

Neuchâtel

Biel/Bienne

Fribourg

Thun

Martigny

Sierre

Montreux

Lausanne

Aarau

Basel

Bellinzona

Locarno

Delémont

Genève

Yverdon

Bern

Baden

Schaffhausen

Regensdorf

Frauenfeld

La Chaux-de-Fonds

Nyon

Zug

Lugano

Glarus

Schwyz

Page 20: ©2007 mobilezone ag...activity,the service providing (MVNO),did not reach the breakeven point in its first fiscal year.The company invested CHF 3.7million in establishing its own

18 Annual report 2006 mobilezone holding ag

m o b i l e z o n e

Accessories With the sale of accessories (primarily

memory cards and Bluetooth accessories ),

too, mobilezone achieved a positive sales

development, despite the fact that the

prices in this sector again declined sharply.

Staff, training, and continuing education As of December 31, 2006, mobilezone had

349 full-time employees (previous year : 317),

which constitutes an increase by 10.1 per-

cent. This increase is mainly due to the growing

number of shops. As in previous years, in

2006, too, regular training courses, designed

and organized in cooperation with manu-

facturers and network operators, were offered

to familiarize sales personnel with the new

complex products and services of the network

operators. As a result, mobilezone staff has

an advantage in know-how and competence

that sets mobilezone apart from the bulk of its

competitors in regard to consulting quality.

IT and logistics In the reporting year, the sale of e-vouchers

using EFTPOS devices was implemented.

In view of the new security regulations

for credit cards, all stores were also equipped

with new EFTPOS devices. At the same time

new contracts could be concluded for all

credit cards at significantly more attractive

commission terms.

In 2006 the necessary preparations were

made to allow taking inventory in the stores

via data recording devices beginning in 2007.

This will result in increased efficiency and

fewer sources of error in the future.

“mobile awards 2005”Last year’s “mobile award” ceremony, pre-

sented again by the star presenter Kurt Aesch-

bacher, once again provided much excitement

and topics of conversation. One of the high-

lights at this gathering of the who’s who

of the mobile communications industry was

the Italian rock singer Gianna Nannini and her

rousing performance.

Europea Trade Europea Trade’s sales in 2006 approximately

correspond to the previous year’s figure.

Despite delivery bottlenecks, new models were

generally more easily available at the mobile-

zone stores thanks to imports via Europea

Trade. However, normal trading business will

remain volatile in the future.

At the end of 2006

mobilezone had

349 employees –

and the number is

still growing

Awards again :

Martin Lehmann is

happy about winning the

mobile award “best

retailer mobile phones”

again – and the guests

are enjoying the culinary

highlights from

all around the globe

Page 21: ©2007 mobilezone ag...activity,the service providing (MVNO),did not reach the breakeven point in its first fiscal year.The company invested CHF 3.7million in establishing its own

G A T H E R I N G O F T H E W H O ’ S - W H O O F T H E I N D U S T R Y

Provided entertainment :

Presenter Kurt Aeschbacher and

CEO Ruedi Baer, Pepe Lienhard

and his Bigband groove as

well as Gianna Nannini with

a load of italianità

Page 22: ©2007 mobilezone ag...activity,the service providing (MVNO),did not reach the breakeven point in its first fiscal year.The company invested CHF 3.7million in establishing its own

No matter who did this, you’re left in the lurch. Just try the next phone booth. Assuming, of course,

you can find one.

OFFLINE.

� NOKIA 6131 – RELIABLY WELL-CONNECTED. CONNECTIONS, POWERED BY MOBILEZONE.

Page 23: ©2007 mobilezone ag...activity,the service providing (MVNO),did not reach the breakeven point in its first fiscal year.The company invested CHF 3.7million in establishing its own

g l o b a l z o n e P R E V I O U S Y E A R ’ S R E S U LT A C H I E V E D A G A I N

Higher margin

makes for

more profit despite

loss in sales

mobile, sunrise, and Orange has contributed

to this downward trend.

However, thanks to an increased margin it

was possible to offset the decrease in sales in

2006 and to achieve a result equal to that of

the previous year.

In response to the so-called convergence

offers, where customers profit from additional

price discounts if they get both cell-phone

and fixed-line services from the same operator,

globalzone now offers new contracts.

The terms of these contracts are 12 and 24

months. Customers concluding such contracts

are granted an additional discount of CHF 50

(12 months ) or CHF 100 (24 months ) on

the purchase of a cell phone. Alternatively,

they also can opt to have this amount credited

to their account as credit minutes.

Customer proximity

With “globalzone PUSH”

customers profit from

additional discounts when

they get their mobile and

fixed-line services from the

same provider. Questions?

The globalzone

call-center can help

Annual report 2006 mobilezone holding ag 21

globalzone ag In 2006 globalzone again recorded a slight

loss in sales. One reason for this is that

fixed-line prices are continuing to fall. More-

over, the reduction in termination charges of

the three cell phone operators Swisscom

globalzone

[ PUSH]

Page 24: ©2007 mobilezone ag...activity,the service providing (MVNO),did not reach the breakeven point in its first fiscal year.The company invested CHF 3.7million in establishing its own

m o b i l e z o n e n e t AT T R A C T I V E R A T E S L A U N C H E D

mobilezone net It is not surprising that mobilezone net ag

ended its first year with a loss – in fact,

the loss had been expected. After all, in 2006

the company invested as much as CHF 3.7

million just to establish its own customer base.

This investment has paid off : at the end

of the year more than 10,000 customers were

using mobilezone net telephone service.

In addition, in summer 2006 the company

began offering mobilezone-net-prepaid cards.

These cards can be recharged not only at

More than

10,000 customers

are already using

mobilezone net

telephone service

mobilezone stores but also at all SBB rail-

way stations.

It is normal for various difficulties to arise

in the start-up phase of a new business

branch. Problems with the infrastructure and

initial problems with customer account

management, delays in the introduction of

new rate plans, among others, had to

be resolved. These “teething troubles” are

now over. Accordingly, mobilezone net

expects to win significantly more new

customers in 2007 thanks to its extremely

attractive rates.

The new 12-month contracts, which are

scheduled to be offered beginning in spring

2007, are also sure to attract additional

customers. Until now, mobilezone net has

offered only 24-month contracts.

Thanks to current positive developments at

mobilezone net, the mobilezone Group expects

2007 to show an above-average increase in

sales in the area of service providing.

22 Annual report 2006 mobilezone holding ag

mobilezone makes you more independent :

The prepaid offers are “light” in price,

but “strong” on savings

Geteilter Preis, doppelte Freude:Fr.14.50 statt Fr. 29.90. Aktion: Die «mobilezone light»-Prep aid-Karten gibt’sjetzt für weniger als zum halben Preis, bei voller Leistung.Vom 18. Februar bis 24. März 2007.

mobilezone light

Prepaid-Karte, inkl.Fr. 15.– Gesprächsguthaben,keine Monatsgebühr

OhneAbonnement

Page 25: ©2007 mobilezone ag...activity,the service providing (MVNO),did not reach the breakeven point in its first fiscal year.The company invested CHF 3.7million in establishing its own

No matter what choices he’s faced with, a prepaid cell phone is sure to get him out of the jam – with just one call.

Assuming, of course, he’s got the right number.

MULTI FINDER.

� MOTOROLA W375 – FOR YOUNG NEWBIES GOING PLACES. START-UP, POWERED BY MOBILEZONE.

Page 26: ©2007 mobilezone ag...activity,the service providing (MVNO),did not reach the breakeven point in its first fiscal year.The company invested CHF 3.7million in establishing its own

As in prior years, mobilezone will continue

to grow in 2007. The planned opening

of new outlets, the takeover of centro natel

in the Ticino (AMEL CCD SA), and the 70 per-

cent interest in TelePoint AG, Kriens, will

all contribute substantially to the company’s

continued growth.

In connection with the interest in TelePoint AG,

mobilezone business ag will be established

in spring 2007; mobilezone holding ag will

have a 70 percent interest in this newcompany.

mobilezone business ag will serve small and

medium-sized businesses as a neutral provider

and will thus gradually realize sales also in

the B2B market.

In the service providing area, too, mobilezone

will be able to show a remarkable growth in

2007 via mobilezone net ag. The planned ex-

pansion of the network of shops, the takeovers,

and the investments in service providing will be

funded from the company’s own cash flow.

Thanks to all major manufacturers continuing

innovations, demand is expected to remain

high in the current fiscal year. With the increas-

ing complexity of the products and the con-

tinuously growing variety of services advising

customers is becoming more and more

important. As a specialized retailer employing

highly qualified sales personnel, mobilezone

is very well positioned in this regard.

Accordingly, mobilezone again expects

increases in sales, gross earnings (EBITDA),

and consolidated profit in 2007.

O u t l o o k C O M P L E X I T Y R E Q U I R E S C O M P E T E N C E

As independent

provider, the new

mobilezone

business AG will

serve small

and medium-sized

businesses

Motorola RIZR Z8

Fits perfectly :

When opened, this unique

slider cell phone

bends into a crescent shape.

Stunning looks –

and ergonomical design

Sony Ericsson W880i

Hip : The ultra-thin music cell

phone with the full-bodied

sound. The coolest model in

the “Walkman” series.

A 2 GB memory card has lots

of room for storing songs

Samsung SGH-U600

Slim Master: Merely

10.9 mm high, this

ultra-flat cell phone is

equipped with a

3.2 megapixel camera

and a surprisingly

large display. Sure to

attract attention

24 Annual report 2006 mobilezone holding ag

Nokia N95

All-round talent : This is what half the

world has been waiting for – the com-

pact N95 is the first UMTS Nokia

cell phone with a 5 megapixel

camera. Not just a cell

phone, it does the work

of a computer

LG KE970 Shine

Showpiece : The luxurious

designer cell phone

with stainless steel housing

makes a great impression

at parties and also shows

who is the prettiest in all the

land – when turned off,

the LCD display turns into

a mirror

Page 27: ©2007 mobilezone ag...activity,the service providing (MVNO),did not reach the breakeven point in its first fiscal year.The company invested CHF 3.7million in establishing its own

No matter what happens, don’t jettison all hope. Assuming, of course, you and your cell phone for emergencies

are in the same boat.

FISHERMAN’S FRIEND.

� NOKIA 5500 SPORT – ALL-ROUND TALENT THAT KNOWS ALL THE TRICKS. SURVIVAL TOOL, POWERED BY MOBILEZONE.

Page 28: ©2007 mobilezone ag...activity,the service providing (MVNO),did not reach the breakeven point in its first fiscal year.The company invested CHF 3.7million in establishing its own

� MOTOROLA RAZR V 3i “DOLCE & GABBANA ” – FOR SOPHISTICATED CONVERSATIONS. LIFESTYLE, POWERED BY MOBILEZONE.

END OF SEASON.No matter where you are let down,

with a designer cell phone you get noticed. Assuming,of course, you have one with you.

Page 29: ©2007 mobilezone ag...activity,the service providing (MVNO),did not reach the breakeven point in its first fiscal year.The company invested CHF 3.7million in establishing its own

2006

Annual report 2006 mobilezone holding ag 27

m o b i l e z o n e h o l d i n g a g F I N A N C I A L R E P O R T

Group financial statements

Consolidated income statement 28

Consolidated balance sheet 29

Consolidated cash flow statement 30

Consolidated statement of changes in equity 31

Notes to the consolidated financial statements 32

Report of the Group Auditors 52

mobilezone holding ag financial statements

Income statement 53

Balance sheet 54

Notes to the financial statements 55

Proposal by the Board of Directors 58

Report of the Statutory Auditors 59

This Financial Report is published in German and English.

The German original is binding. The English version is a translation.

Page 30: ©2007 mobilezone ag...activity,the service providing (MVNO),did not reach the breakeven point in its first fiscal year.The company invested CHF 3.7million in establishing its own

m o b i l e z o n e G r o u p C O N S O L I D A T E D I N C O M E S T A T E M E N T

28 Annual report 2006 mobilezone holding ag

for the year ended December 31 2006 2005

( in CHF 000) Notes

Gross sales revenues 296,116 261,831

Sales deductions including VAT – 22,014 – 18,241

Net sales 1 274,102 243,590

Other operating income 641 291

Cost of goods and materials – 207,988 – 183,594

Personnel costs 2 – 27,837 – 25,672

Other operating costs 3 – 13,647 – 12,091

Operating profit before depreciation & amortization (EBITDA) 25,271 22,524

Depreciation of property, plant & equipment 7 – 2,403 – 2,467

Amortization of intangible assets 8 – 2,624 – 1,226

Operating profit before interest & tax (EBIT) 20,244 18,831

Financial income 4 773 770

Financial expense 5 – 551 – 325

Profit before taxes 20,466 19,276

Income tax expense 6 – 4,317 – 3,868

Net profit 16,149 15,408

( in CHF ) ( in CHF )

Earnings per share 14 0.45 0.43

Earnings per share – diluted 14 0.45 0.43

Page 31: ©2007 mobilezone ag...activity,the service providing (MVNO),did not reach the breakeven point in its first fiscal year.The company invested CHF 3.7million in establishing its own

as of December 31 2006 2005

( in CHF 000) Notes

ASSETS

Property, plant & equipment 7 6,193 5,168

Intangible assets 8 4,829 2,697

Deferred tax assets 6 351 219

Securities 9 1,744 1,635

Other accounts receivable 12 73 72

Fixed assets 13,190 9,791

Inventories 10 25,095 20,568

Trade accounts receivable 11 28,650 28,111

Other accounts receivable 12 4,114 3,935

Cash & cash equivalents 13 16,397 14,485

Current assets 74,256 67 099

Total Assets 87,446 76,890

LIABILITIES AND SHAREHOLDERS’ EQUITY

Share capital 14 358 358

Additional paid-in capital (Share premium) 9,784 9,737

Retained earnings 42,808 35,603

Shareholders’ equity 52,950 45,698

Deferred tax liabilities 6 2,197 1,980

Advances received 90 208

Long-term liabilities 2,287 2,188

Trade accounts payable 22,913 20,884

Current tax liabilities 4,300 4,284

Current provisions 15 100 100

Other current liabilities 16 4,896 3,736

Current liabilities 32,209 29,004

Total Liabilities and shareholders’ equity 87,446 76,890

m o b i l e z o n e G r o u p C O N S O L I D A T E D B A L A N C E S H E E T

Annual report 2006 mobilezone holding ag 29

Page 32: ©2007 mobilezone ag...activity,the service providing (MVNO),did not reach the breakeven point in its first fiscal year.The company invested CHF 3.7million in establishing its own

for the year ended December 31 2006 2005

( in CHF 000) Notes

Profit before income taxes 20,466 19,276

Adjustment to reconcile profit before tax to net cash flow:

Non-cash transactions :Interest income and expenses, net – 26 – 90 Depreciation & amortization 7,8 5,027 3,693 Changes in provisions, net 15 0 – 750 Changes in value adjustments, net 660 523

Working capital adjustments :Trade accounts receivable 11 – 1,147 – 6,081 Other accounts receivable 12 – 179 1,143 Inventories 10 – 4,579 705 Trade accounts payable 2,029 – 6,401 Other current liabilities 1,133 – 58

Income taxes paid – 4,309 – 5,161 Other income not involving the movement of funds – 76 0 Net cash from operating activities 18,999 6,799

Acquisitions of property, plant & equipment 7 – 3,482 – 2,273 intangible assets 8 – 4,786 – 1,510 securities in fixed assets 9 – 34 – 1,635

Proceeds from disposals of property, plant & equipment 7 54 23 intangible assets 8 30 0

Interest received 60 41 Net cash from investing activities – 8,158 – 5,354

Interest paid – 32 – 60 Capital increase 14 0 637 Purchase of treasury shares – 58 – 12,366 Sale of treasury shares 105 236 Dividends paid – 8,944 0 Net cash from financing activities – 8,929 – 11,553

Net increase / decrease in cash & cash equivalents 1,912 – 10,108 Cash & cash equivalents at January 1 14,485 24,593 Cash & cash equivalents at December 31 13 16,397 14,485

m o b i l e z o n e G r o u p C O N S O L I D A T E D C A S H F L O W S T A T E M E N T

30 Annual report 2006 mobilezone holding ag

Page 33: ©2007 mobilezone ag...activity,the service providing (MVNO),did not reach the breakeven point in its first fiscal year.The company invested CHF 3.7million in establishing its own

Movements of shareholders’ equity

( in CHF 000) Share- Additional Retained Total capital paid-in capital earnings

At December 31, 2004 369 21,219 20,195 41,783

Net profit 15,408 15,408

Capital increase from employee options exercised 7 630 637

Purchase of treasury shares – 18 – 12,348 – 12,366

Sale of treasury shares 236 236

At December 31, 2005 358 9,737 35,603 45,698

Net profit 16,149 16,149

Purchase of treasury shares – 58 – 58

Sale of treasury shares 105 105

Dividends paid – 8,944 – 8,944

At December 31, 2006 358 9,784 42,808 52,950

The line item “Retained earnings” includes legally restricted reserves in the amount of CHF1,607,000

(2005: CHF 1,597,000 ) that are not available for distribution. Such legal reserves are established

based on the legal requirements of the Swiss Code of Obligations.

In the previous year transaction costs and taxes of CHF 108,000 related to the issuance of share

capital were deducted from additional paid-in capital and transaction costs of CHF 121,000 related

to the purchase of treasury shares were debited to the reserves.

Additional information on the share capital is provided in Note 14.

m o b i l e z o n e G r o u p C O N S O L I D A T E D S T A T E M E N T O F C H A N G E S I N E Q U I T Y

Annual report 2006 mobilezone holding ag 31

Page 34: ©2007 mobilezone ag...activity,the service providing (MVNO),did not reach the breakeven point in its first fiscal year.The company invested CHF 3.7million in establishing its own

N O T E S T O T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T Sm o b i l e z o n e G r o u p

32 Annual report 2006 mobilezone holding ag Annual report 2006 mobilezone holding ag 33

The primary segment reporting format corresponds to the business divisions and the management structure

of the group. The segment “Commerce” consists of mobilezone ag and Europea Trade AG.

The segment “Service-Providing” includes globalzone ag, mobilezone international ag, and mobilezone net ag.

Except for the trading activities in the segment “Commerce”, the segment operations are limited to Switzerland. In 2006 in the

segment “Commerce” trading revenues in the EU markets came to CHF 2.1 million (previous year : CHF 0.8 million ).

Segment information

Commerce Service Providing Unallocated / eliminations

2006 2005 2006 2005 2006 2005

279,600 248,768 16,516 13,063 0 0

4,687 0 1,494 175 – 6,181 – 175

– 20,149 – 17,322 – 1,865 – 919 0 0

264,138 231,446 16,145 12,319 – 6,181 – 175

742 284 0 – 1 – 101 8

– 203,739 – 176,183 – 10,059 – 7,421 5,810 10

– 26,186 – 24,048 – 469 – 373 – 1,182 – 1,251

– 13,412 – 12,077 – 1,936 – 1,185 1,701 1,171

21,543 19,422 3,681 3,339 47 – 237

– 2,403 – 2,455 0 – 12 0 0

– 924 – 940 – 1,700 – 286 0 0

18,216 16,027 1,981 3,041 47 – 237

Commerce Service Providing Unallocated / eliminations

2006 2005 2006 2005 2006 2005

8,525 7,364 2,604 573 2,061 1,854

80,383 65,472 12,188 6,758 – 18,315 – 5,131

88,908 72,836 14,792 7,331 – 16,254 – 3,277

24,706 22,393 7,616 1,765 2,174 7,034

4,537 3,641 3,731 142 0 0

Consolidated income statement

( in CHF 000) mobilezone Group

2006 2005

Gross sales revenues with third parties 296,116 261,831

Gross sales revenues with other segments 0 0

Sales deductions including VAT – 22,014 – 18,241

Net sales 274,102 243,590

Other operating income 641 291

Cost of goods and materials – 207,988 – 183,594

Personnel costs – 27,837 – 25,672

Other operating costs – 13,647 – 12,091

Operating profit before depreciation & amortization (EBITDA) 25,271 22,524

Depreciation of property, plant & equipment – 2,403 – 2,467

Amortization of intangible assets – 2,624 – 1,226

Operating profit before interest & tax (EBIT) 20,244 18,831

Consolidated balance sheet

( in CHF 000) mobilezone Group

2006 2005

Fixed assets 13,190 9,791

Current assets 74,256 67,099

Total Assets 87,446 76,890

Liabilities 34,496 31,192

Investments in property, plant & equipment and intangible assets 8,268 3,783

Page 35: ©2007 mobilezone ag...activity,the service providing (MVNO),did not reach the breakeven point in its first fiscal year.The company invested CHF 3.7million in establishing its own

Principles of the Group accounting

Corporate information The mobilezone Group (hereinafter : mobilezone ) conducts business in the area of mobile and fixed-

line telecommunications. The core activity lies in the segment Commerce with mobilezone ag, which

was established in May1999 and now has a total of 115 retail stores with locations in every bigger Swiss

city, and Europea Trade AG, which is active in the wholesale business. The business model is based on

agreements with the three providers active in Switzerland. They pay mobilezone for finding new clients

for them (one-time commissions ). Thanks to these commissions, mobilezone is able to provide its

clients with mobile phones at very low prices or even at no charge. The segment “Service-Providing”

consists of globalzone ag, mobilezone international ag, and mobilezone net ag. As Service-Providers

without networks of their own, they offer customers fixed-line and mobile telecommunications services

and products. The services are based on network capacities of Colt Telecom AG ( fixed-line ) and Orange

Communications SA (mobile ). The parent company of mobilezone Group is mobilezone holding ag,

Riedthofstrasse124, 8105 Regensdorf /Switzerland. The company is listed on the Swiss Exchange SWX.

Principles of balance sheet preparation The consolidated financial statements of mobilezone provide a true and fair picture of its financial posi-

tion, the results of operations, and cash flows in accordance with the International Financial Reporting

Standards ( IFRS ) and comply with Swiss law. They have been prepared on a historical cost basis except

for derivative financial instruments and marketable securities that are listed at fair market value.

The reporting currency is the Swiss franc (CHF ).

Significant assessments, estimates, and assumptions The preparation of financial statements in conformity with IFRS requires assessments, estimates, and

assumptions on the part of management that affect the reported amounts on the reporting date of the

financial statements. The estimates and associated assumptions are based on historical experience

and various other factors that are believed to be reasonable under the circumstances. Actual results

may differ from these estimates. The estimates and underlying assumptions are reviewed on an

ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is

revised and also in future periods if the revision affects them. No positions with a significant risk of

material adjustment due to changes in assessments and estimates are known.

m o b i l e z o n e G r o u p

34 Annual report 2006 mobilezone holding ag

Page 36: ©2007 mobilezone ag...activity,the service providing (MVNO),did not reach the breakeven point in its first fiscal year.The company invested CHF 3.7million in establishing its own

N O T E S T O T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S

Annual report 2006 mobilezone holding ag 35

Changes in accounting policies The following IFRS standards took effect on January 1, 2006. The first-time application of these stan-

dards had no material effect on shareholders’ equity, net income, or cash flow statement, and no

adjustments to the prior year’s figures were necessary. However, the changes required additional

disclosures in the Notes.

Standard / Interpretation Changes to IAS 19, Employee Benefits

Changes to IAS 39, Financial Instruments

Changes to IAS 21, Foreign exchange rates

IFRS 6, Exploration for and Evaluation of Mineral Resources

IFRIC 4, Determining whether an Agreement Contains a Lease

IFRIC 6, Waste Electrical and Electronic Equipment

The following IFRS Standards and Interpretations adopted by the International Accounting Standards

Board ( IASB), which will become effective later, were not yet adopted by the Group in preparing this set

of financial statements. No material effects on the financial statements of mobilezone are expected as

a result of the first-time application of these standards.

Planned application Standard / Interpretation Effective date : in reporting year :

IFRS 7 – Financial Instruments: Disclosures January 1, 2007 2007

Amendment to IAS 1 – Presentation of Financial Statements :Capital Disclosures January 1, 2007 2007

IFRS 8 – Operating Segments January 1, 2009 2009

IFRIC 7 – Applying the Restatement Approach under IAS 29 Financial Reporting in Hyperinflationary Economies March 1, 2006 2007

IFRIC 8 – Scope of IFRS 2 May 1, 2006 2007

IFRIC 9 – Reassessment of Embedded Derivatives June 1, 2006 2007

IFRIC 10 – Interim Financial Reporting and Impairment November 1, 2006 2007

IFRIC 11 – Group and Treasury Share Transactions in accordance with IFRS 2 March 1, 2007 2008

IFRIC 12 – Service Concession/License Agreements January 1, 2008 2008

Scope of consolidation The scope of consolidation is set out in Note 2 of the appendix to the financial statements of mobile-

zone holding ag on page 55. It was expanded in 2005 by the newly founded mobilezone net ag, which

began its business activities in January 2006.

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36 Annual report 2006 mobilezone holding ag

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Principles of consolidation The consolidated financial statements of mobilezone include the financial statements of mobilezone

holding ag and all the subsidiaries it controls directly or indirectly by majority of votes or other means.

Those entities are fully consolidated, whereby assets, liabilities, income, and expenses are incorpo-

rated fully in the consolidated accounts.

Capital consolidation is based on the purchase method, whereby the acquisition cost of subsidiaries is

offset at the time of acquisition against the fair market value of the net assets acquired, determined

according to uniform corporate valuation principles. Companies acquired or disposed of during the

reporting year are consolidated as of the date of acquisition and deconsolidated as of the date of

disposal. Any gain or loss from deconsolidation is recognized in the income statement.

Accounts payable to, accounts receivable from, and income and expenses between the companies

included in the consolidation are eliminated. Intercompany paper profits within the Group are also elimi-

nated upon consolidation.

Foreign currency translation The consolidated financial statements are prepared in Swiss francs. Monetary assets and liabilities

denominated in foreign currencies are translated using the exchange rates effective on the balance

sheet date. Transactions in foreign currencies are recorded using exchange rates prevailing at the time

of the transaction. Gains or losses arising from the settlement of these transactions are included in

current year's income statement.

Financial risk management and derivative financial instruments Approximately 57% of mobilezone’s purchases for Switzerland are paid in Euro. Due to the short-term

nature of payments and the high inventory turnover, the Group generally does not hedge any foreign

currency risks on purchases. Accordingly, in 2006 the Group used only few derivative financial instru-

ments with a short maturity. As of the balance sheet date, any open contracts are valued at fair market

value with any changes in fair market value recognized in the income statement.

Property, plant & equipment Property, plant & equipment are stated at historical cost less accumulated depreciation. Depreciation

is charged to the income statement on a straight-line basis over the following estimated useful lives of

items of property, plant & equipment :

Office equipment and furniture incl. EDP 2 to 5 years

Shop equipment 5 to 8 years

Vehicles 3 to 5 years

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Annual report 2006 mobilezone holding ag 37

Intangible assets Acquired rights such as contracts with clients, lessors, and suppliers and similar rights that are gene-

rating a positive cash flow are capitalized and amortized over the estimated useful life of usually

5 years. For new subscribers the business segment “Service-Providing” grants a discount on mobile

phone purchase price. This acquisition cost, that is, the difference between cost of the mobile phones

and the ( reduced ) selling price, is capitalized and will be depreciated on a straight-line basis over the

term of the subscription concerned (generally 24 months ).

Goodwill arising from acquisitions, determined as the difference between the purchase price and the

fair market value of the net assets acquired, and other intangible assets with an indefinite useful live

are not amortized but will be tested annually for impairment.

Securities Initially, securities are recognized at fair market value. Subsequent changes in fair market value are

recognized in the income statement. If there is no active market or the fair market value cannot be

determined reliably, securities are stated at amortized cost less necessary valuation adjustments.

Impairment of fixed assets The value of property, plant & equipment and other fixed assets, including intangible assets with a defi-

nite useful live, is reexamined whenever changes in circumstances or events make an overvaluation

of the book values appear likely. When the book value exceeds the realizable value, an accelerated

depreciation is recorded on the income statement against the value that seems recoverable based on

discounted, anticipated future revenues or on the estimated net sale value.

Inventories Inventories are stated at the lower of cost or net realizable value, whichever is lower. The cost of inven-

tories is calculated using the weighted average cost method. Goods with long storage periods are

subject to appropriate value adjustments. Net realizable value is the estimated selling price in the

ordinary course of business, less selling expenses. The price of the mobile communications product

is determined based on whether the product is sold on a stand-alone basis or in conjunction with a

provider subscription. Net realizable value therefore takes into account both components. In addition,

price protection arrangements with certain suppliers are also considered in determining the need for

any value adjustments.

Trade and other accounts receivable Trade and other accounts receivable are stated at their nominal amounts less any valuation adjust-

ments for credit risks.

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38 Annual report 2006 mobilezone holding ag

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Cash & cash equivalents Cash & cash equivalents are stated at nominal value. They include cash on hand, postal and bank

accounts, and money market deposits with original maturity of three months or less.

Provisions for liabilities and contingencies Provisions are set aside for current or future legal or de facto obligations when on the balance sheet

date, as a result of past events, reasonable estimates regarding the future transfer of economic values

are possible and when such a transfer is likely. The provisions are determined based on the best

possible estimate of the expenditures. In cases of considerable importance, provisions are determined

by discounting the expected future cash flow on the balance sheet date at a rate that reflects current

market assessments of the risks specific to the liability.

Contingent liabilities are disclosed in the Notes if a future obligation is possible or if a present obliga-

tion exists, but an outflow of funds is not probable or the amount cannot be reliably estimated.

Leasing Leasing agreements are recognized in the balance sheet when the significant risks and rewards of

ownership are assumed by the Group (Financial Leasing ). Lease payments are divided according the

annuity-method into interest and principal payments. Leased assets are depreciated over the lower of

either the lease term or the estimated useful life.

Payments made under operating leases are recognized in the income statement on a straight-line

basis over the term of the lease. Lease incentives are recognized in the income statement as a

reduction of the total lease expense. Revenue-based and other contingent leases are accrued on an

estimated basis.

Retirement benefits For all relevant risks the mobilezone Group companies have joined a multi-employer plan established

under Swiss law as a defined contribution plan, which has reinsured all relevant risks as far as possible

at a life insurance company. The plan is funded by employees’ and employers’ contributions. The liabil-

ities of the mobilezone Group are limited to the employers’ contributions stipulated in the regulations.

Nevertheless, the plan qualifies as a defined benefit plan according to IAS19, but the plan is of a limited

economic dimension and bears only very limited risks. The financial impact of this plan, including

accompanying provisions, on the consolidated financial statements is determined based on the

projected unit credit method. The differences between plan assets and defined benefit obligations and

between employers’ contributions and net pension expenses are immaterial. Therefore, the employers’

contributions are recorded as an expense in the income statement and no further disclosures are made.

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N O T E S T O T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S

Revenues and revenue recognition Net sales include all revenues from the sale of goods and services, less rebates, discounts, VAT, and

write-offs of trade accounts receivable. Revenues from sale of goods are included in the income state-

ment when the significant risks and rewards of ownership have been transferred to the buyer. One-time

commissions from providers are recognized upon conclusion of the contract. The recurring airtime

profit-sharing commissions are normally based on the subscribers’ monthly payments of mobile phone

bills to the providers. These amounts are recorded in the income statement based on the providers’

invoices on an accrual basis.

Income tax Current income taxes are determined on the taxable income for the year and are recorded in the income

statement.

Deferred income taxes are calculated using the balance sheet liability method on any temporary differ-

ences between the book value of assets and liabilities for financial reporting purposes and the value

used for tax purposes. Deferred tax is calculated using tax rates enacted or substantially enacted on

the balance sheet date and will be offset in future tax periods. Deferred tax loss carry-forwards and

deferred earnings tax credits are activated only to the extent that it is probable that they will be realized

in the future.

Annual report 2006 mobilezone holding ag 39

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40 Annual report 2006 mobilezone holding ag

Notes to the consolidated income statement

Net sales 2006 2005

( in CHF 000)

Mobile communication products 105,028 96,984

One-time commissions and recurring “airtime” profit-sharing commissions from providers 154,423 135,154

Revenue from mobile and fixed-line subscriptions and calling cards 14,651 11,452

Total Net sales 274,102 243,590

Personnel costs 2006 2005

( in CHF 000)

Wages and salaries 24,598 22,481

Social security costs 2,023 1,957

Pension costs 713 627

Other personnel costs 503 607

Total Personnel costs 27,837 25,672

Number of employees as of balance sheet date (based on full-time employment ) 349 317

Other operating costs 2006 2005

( in CHF 000)

Operating lease costs 7,292 6,294

Marketing 15,911 14,637

Repair & Maintenance, general and administrative costs 6,985 6,062

less : contributions received from third parties – 16,541 – 14,902

Total Other operating costs 13,647 12,091

Marketing costs are mostly covered out of cost contributions and location contributions of business

partners; the same applies to operating lease costs, though to a lesser extent.

1

2

3

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Annual report 2006 mobilezone holding ag 41

Financial income 2006 2005

( in CHF 000)

Interest on bank accounts 60 115

Foreign exchange differences 713 655

Total Financial income 773 770

Financial expense 2006 2005

( in CHF 000)

Interest on bank loans 34 25

Bank commissions and foreign exchange differences 517 300

Total Financial expense 551 325

As in the previous year, in 2006 there were no significant interest-bearing debts.

Income tax expense 2006 2005

( in CHF 000)

Current income taxes 4,231 4,009

Deferred income taxes 86 – 141

Total Income tax expense 4,317 3,868

Current income taxes are based solely on the profit of the year under review. Deferred income taxes

are based solely on changes in temporary differences and the recognition of tax loss carry-forwards.

Taxes on capital are included under “Other operating costs”.

Income tax reconciliation 2006 2005

( in CHF 000)

Profit before taxes 20,466 19,276

Average applicable tax rate 21.56% 21.17%

Expected tax expense 4,411 4,082

Impact on tax expense from:

effect of previously unrecognized tax losses now utilized – 43 – 69

unrecognized tax loss carry-forwards on current losses 0 5

effect of tax rate changes – 51 – 150

Effective income tax expenses 4,317 3,868

4

5

6

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42 Annual report 2006 mobilezone holding ag

m o b i l e z o n e G r o u p

Deferred tax assets 2006 2005

( in CHF 000)

Intangible assets 65 0

Tax benefits of loss carry-forwards 286 219

Total Deferred tax assets 351 219

In addition, the Group has tax benefits of loss carry-forwards of CHF 231,000 (2005: CHF 270,000)

that have not been recognized previously due to the uncertainty as to whether future taxable profit will

be available against which the Group will be able to utilize such benefits. The related tax loss carry-

forward of CHF 2,956,000 expires in 2009.

Deferred tax liabilities 2006 2005

( in CHF 000)

Intangible assets 58 120

Inventories 1,845 1,509

Trade accounts receivable 272 329

Provisions 22 22

Total Deferred tax liabilities 2,197 1,980

As in the previous year, no taxes on earnings were recognized directly in shareholders’ equity.

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Annual report 2006 mobilezone holding ag 43

N O T E S T O T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S

7

Notes to the consolidated balance sheet

Property, plant & equipment

( in CHF 000) Shop Other equipment property,

plant & equipment Total

Cost :

At December 31, 2004 10,923 2,462 13,385

Additions 2,008 265 2,273

Disposals – 729 – 145 – 874

At December 31, 2005 12,202 2,582 14,784

Additions 2,745 737 3,482

Disposals – 1,029 – 812 – 1,841

At December 31, 2006 13,918 2,507 16,425

Accumulated depreciation :

At December 31, 2004 6,215 1,785 8,000

Additions 2,033 434 2,467

Additions – 729 – 122 – 851

At December 31, 2005 7,519 2,097 9,616

Additions 1,969 434 2,403

Disposals – 1,028 – 759 – 1,787

At December 31, 2006 8,460 1,772 10,232

Book value :

At December 31, 2005 4,683 485 5,168

At December 31, 2006 5,458 735 6,193

2006 2005

Fire insurance value of property, plant & equipment 11,000 11,000

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44 Annual report 2006 mobilezone holding ag

8

9

Intangible assets

( in CHF 000) Customer Acquired Total acquisition costs shop locations

Cost :

At December 31, 2004 2,498 3,868 6,366

Additions 226 1,284 1,510

Disposals 0 – 551 – 551

At December 31, 2005 2,724 4,601 7,325

Additions 3,731 1,055 4,786

Disposals – 693 – 30 – 723

At December 31, 2006 5,762 5,626 11,388

Accumulated depreciation :

At December 31, 2004 1,075 2,878 3,953

Additions 776 450 1,226

Disposals 0 – 551 – 551

At December 31, 2005 1,851 2,777 4,628

Additions 1,966 658 2,624

Disposals – 693 0 – 693

At December 31, 2006 3,124 3,435 6,559

Book value :

At December 31, 2005 873 1,824 2,697

At December 31, 2006 2,638 2,191 4,829

Securities 2006 2005

( in CHF 000)

Listed capital-protected investment certificates 1 1,610 1,535

Shares not listed 2 134 100

Total Securities 1,744 1,635

1 Stated at market value. Maturity date : April 18, 2008 2 Stated at amortized cost less valuation adjustments

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Annual report 2006 mobilezone holding ag 45

10

11

12

Inventories 2006 2005

( in CHF 000)

Inventories, gross 25,760 21,181

Less valuation adjustments – 665 – 613

Total Inventories 25,095 20,568

The carrying amount of inventories carried at fair value less costs to sell amounted to CHF 2,122,000

(2005: CHF 2,053,000). In the reporting year value adjustments in the cost of goods and materials

were made in the amount of CHF 665,000 (2005: CHF 523,000). As in the previous year, no value

adjustment transfers were made.

Trade accounts receivable 2006 2005

( in CHF 000)

Accounts receivable, gross 29,523 28,376

Less valuation adjustments – 873 – 265

Total Trade accounts receivable 28,650 28,111

Other accounts receivable 2006 2005

( in CHF 000)

Accruals 4,097 3,758

Other accounts receivable 90 249

4,187 4,007

less : long-term accounts receivable – 73 – 72

Total Other accounts receivable (current ) 4,114 3,935

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46 Annual report 2006 mobilezone holding ag

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13

14

Cash & cash equivalents 2006 2005

( in CHF 000)

Cash on hand, at banks and in postal accounts 16,397 14,485

Total Cash & cash equivalents 16,397 14,485

Cash and cash equivalents are not subject to any restrictions on disposal.

Share capital 2006 2005

(Number of bearer shares at CHF 0.01 par value )

Number of shares issued at January 1 35,772,996 38,634,744

Destruction of repurchased shares 0 – 3,537,948

Capital increase from employee options exercised 0 676,200

Number of shares issued at December 31 35,772,996 35,772,996

Less treasury shares :Held for trading purposes 0 – 7,990

Number of shares issued and outstanding at December 31 35,772,996 35,765,006

In 2004 and 2005 the Group bought a total of 3,537,948 of its own shares by means of a share buy-

back program with tradable put options. In accordance with the resolution of the Annual General

Meeting of April 14, 2005, these shares were destroyed in the year 2005.

The treasury shares do not have any dividend or voting rights at the annual general meeting. All other

shares issued are equally entitled to dividends and voting.

Details regarding treasury shares and contingent and authorized capital are included in Note 3 to the

annual financial statements of mobilezone holding ag on page 56.

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Annual report 2006 mobilezone holding ag 47

N O T E S T O T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S

15

16

Calculation of earnings per share 2006 2005

Consolidated net profit CHF 16,149,000 15,408,000

Weighted average number of shares outstanding Pieces 35,770,000 35,952,000

Earnings per share CHF 0.45 0.43

Consolidated net profit CHF 16,149,000 15,408,000

Weighted average number of outstanding and potential shares Pieces 35,770,000 36,141,000

Earnings per share CHF 0.45 0.43

Current provisions 2006 2006 2005

( in CHF 000) Warranty claims Total Total

At January 1 100 100 850

Used – 100 – 100 – 750

Additions 100 100 0

At December 31 100 100 100

The usage in provisions in the previous year was due to claims related to the discontinued business

activities in Germany. The amount was paid in the previous year in cash based on a final settlement.

The provision for warranty claims is for expected warranty claims from the sale of mobile phones.

Other current liabilities 2006 2005

( in CHF 000)

Deferrals 3,530 2,031

Other current accounts payable 1,366 1,705

Total Other current liabilities 4,896 3,736

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17

18

19

Other disclosures

Operating leases As of December 31, 2006, mobilezone Group operated 115 shops, all of which were leased. Leases typi-

cally have fixed terms between 3 and 5 years, with an option to renew for several years.

Future payments under fixed-term operating leases as of balance sheet date will become due as

follows :

2006 2005

( in CHF 000)

Less than 1 year 7,258 6,734

Between 1 and 5 years 18,530 19,029

More than 5 years 3,028 4,428

Total 28,816 30,191

The expected lease income from sublease agreements amounts to CHF 365,000 (2005: CHF 166,000).

In 2006 the amount of CHF 7,292,000 was recognized as an expense from operating leases in the

income statement (2005: CHF 6,294,000 ). These expenses included revenue-based rents in the

amount of CHF 55,000 (2005: CHF 67,000 ).

Contingent liabilities and future commitments,capital commitments and restrictions of ownership As of December 31, 2006, and December 31, 2005, no items had to be reported under this heading.

Financial instruments

Credit risks The Group is exposed to credit risks in the ordinary course of its operating activities. Due to industry

practice ( retail business ) there are relatively few receivables outstanding as compared to total sales.

Since Swiss law limits the number of network operators, these outstanding receivables are due from

a small number of telecommunication providers. The company meets such risks by negotiating rela-

tively short payment terms.

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Annual report 2006 mobilezone holding ag 49

20

Foreign currency risks The revenues in the retail business and in the fixed-line telecommunications business are all denomi-

nated in local currency. Approximately 57% of purchases in the retail business are denominated in

Euro. The Group decided generally not to hedge the currency risk on purchases due to the short payment

terms and the high inventory turnover. The wholesale business is not exposed to any currency risks.

Interest-rate risk No long-term financial liabilities exist. The interest-rate risk arising from long-term securities (Note 9 )

is insignificant.

Fair market value of financial assets and liabilities The fair market values of the Group’s financial assets and liabilities approximate the corresponding

book values.

Transactions with related parties and companies Related parties are Members of the Board of Directors, Group Management, their close relatives, and

key shareholders including companies controlled by them.

Hans-Ulrich Lehmann, Member of the Board of Directors, and Rudolf Baer, CEO, are the owners of

Immoplaza AG. This company rents the central warehouse and the administrative building in Regens-

dorf to mobilezone. Hans-Ulrich Lehmann is the owner of Autronic AG, Samtel AG, and Mobile Solu-

tions AG. The first two companies are distributors of Nokia and Samsung mobile phones in Switzerland.

They supply mobilezone ag with mobile phones and pay marketing contributions to mobilezone ag.

Mobile Solutions AG develops content for mobile phone applications. All transactions are effected

at arm’s length.

Management compensation The total cash compensation ( including pension contributions ) to Directors and the Group Management

( including those working on a mandate basis ) amounted to CHF 1,780,000 (2005: CHF 1,687,000).

As in the previous year, there were no share-based payments, other long-term benefits, or severance

benefits paid.

Option program An option program for members of the Board of Directors, the executive committee, and upper manage-

ment was in effect until 2002. In 2003 that option program was replaced with a bonus plan. In 2002,

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50 Annual report 2006 mobilezone holding ag

the following options were granted to beneficiaries under the old plan according to the conditions

set out below:

Number 989,000

Maturity April 15, 2005

Exercise ratio 1:1

Exercise price 1.275

The allocated options vested over 1–3 years from grant date.

Due to the reduction of nominal value in 2004 and the repurchase of shares during 2004 and 2005,

the exercise price was reduced in accordance with the provisions of the program by up to CHF 0.23 per

option. These reductions correspond to the theoretical decline in the fair market value of these options

due to the above-mentioned equity capital transactions.

The issuance of the options, except for the social security contribution, was not recognized in the

consolidated financial statements.

Until final maturity the options had been fully exercised as follows :

Number Exercise price Share price

By June 2004 137,800 1.275 3.15

By March 10, 2005 718,600 1.115 4.63

By April 6, 2005 132,600 1.045 4.80

Total 989,000

Transactions and balances with related parties 2006 2005

( in CHF 000)

Purchases of mobile phones from Autronic AG 17,643 41,054

Marketing contributions from Samtel AG 174 159

Service fees from Mobile Solutions AG 335 283

Operating lease expenses to Immoplaza AG 396 284

Accounts receivable (2005: payable ) from Autronic AG 597 3,419

Accounts receivable from Samtel AG 138 24

Accounts payable (2005: receivable ) to Mobile Solutions AG 34 51

Payments for consulting services from members of the Board of Directors or their related law offices

amounted to CHF 117,000 (prior year : CHF 155,000).

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Annual report 2006 mobilezone holding ag 51

21 Post-balance-sheet events With the purchase agreement concluded on January 5, 2007, mobilezone took over 100% of AMEL

CCD SA, Manno, which operates five mobile phone shops in the Ticino region under the name “centro

natel”. In January 2007 mobilezone also agreed to take over 70% of the shares of TelePoint AG, Kriens,

which operates two mobile phone shops in the canton Lucerne as well as e-commerce sales. The

two acquisitions represent an investment volume of about CHF 4.5 million, and overall they have no

significant impact on mobilezone Group’s financial statements.

The Board of Directors approved the consolidated financial statements for publication on March 6,

2007. The consolidated financial statements must still be approved by the Annual General Meeting

on April 12, 2007.

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52 Annual report 2006 mobilezone holding ag

m o b i l e z o n e G r o u p R E P O R T O F T H E G R O U P A U D I T O R S

Report of the Group Auditors to the General Meeting of

mobilezone holding ag, Regensdorf

As group auditors, we have audited the consolidated financial statements presented on pages

28 to 51 (balance sheet, income statement, statement of changes in equity, cash flow statement and

notes ) of mobilezone holding ag for the year ended December 31, 2006.

These consolidated financial statements are the responsibility of the board of directors. Our

responsibility is to express an opinion on these consolidated financial statements based on our audit.

We confirm that we meet the legal requirements concerning professional qualification and

independence.

Our audit was conducted in accordance with Swiss Auditing Standards and with the International

Standards on Auditing ( ISA ), which require that an audit be planned and performed to obtain

reasonable assurance about whether the consolidated financial statements are free of material mis-

statement. We have examined on a test basis evidence supporting the amounts and disclosures

in the consolidated financial statements. We have also assessed the accounting principles used,

significant estimates made and the overall consolidated financial statement presentation.

We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements give a true and fair view of the financial

position, the results of operations and the cash flows in accordance with the International Financial

Reporting Standards ( IFRS ) and comply with Swiss law.

We recommend that the consolidated financial statements submitted to you be approved.

KPMG Ltd

Fredy Luthiger Claudius Rüegsegger Swiss Certified Accountant Swiss Certified Accountant Auditor in Charge

Zurich, March 6, 2007

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Annual report 2006 mobilezone holding ag 53

m o b i l e z o n e h o l d i n g a g I N C O M E S T A T E M E N T

January 1 to December 31 2006 2005

( in CHF 000)

Financial income 662 1,189

Reversal of provisions and value adjustments 0 389

Income from services provided and other income 1,732 1,608

Total Income 2,394 3,186

Administrative expenses 1,607 1,814

Financial expenses 278 92

Set aside for provisions and value adjustments 0 30

Total Expenses 1,885 1,936

Net profit 509 1,250

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54 Annual report 2006 mobilezone holding ag

m o b i l e z o n e h o l d i n g a g B A L A N C E S H E E T B E F O R E A P P R O P R I A T I O N O F A V A I L A B L E E A R N I N G S

as of December 31 2006 2005

( in CHF 000) Notes

ASSETS

Cash & cash equivalents 864 820

Treasury shares 0 31

Accounts receivable from

third parties 71 25

Group companies 6 0

Current assets 941 876

Investments 2 31,076 31,076

Securities 1,710 1,634

Fixed assets 32,786 32,710

Total Assets 33,727 33,586

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current accounts payable to

third parties 214 279

Group companies 14,300 5,500

Accruals and deferrals 341 501

Current liabilities 14,855 6,280

Share capital 3 358 358

General reserves 131 15,162

Reserve for own shares 3 0 31

Free reserves 15,062 0

Available earnings

Balance brought forward 2,812 10,505

Net profit 509 1,250

Shareholders’ equity 18,872 27,306

Total Liabilities and shareholders’ equity 33,727 33,586

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Annual report 2006 mobilezone holding ag 55

Except for the comments that follow, there are no further facts that require disclosure in accordance

with Art. 663b of the Swiss Code of Obligations.

Contingent liabilities 12 / 31/ 2006 12 / 31/ 2005

( in CHF 000)

Joint and several liability from VAT – group taxation p. m. p. m.

Scope of consolidation and significant investments in subsidiaries and associates

Investment held Paid-in capital Consolidation ( %) ( in CHF 000)

mobilezone ag, Regensdorf 100 2,850 C

Europea Trade AG, Regensdorf 100 100 C

mobilezone net ag, Regensdorf ( since September 20, 2005) 100 500 C

globalzone ag, Regensdorf 100 100 C

mobilezone international ag, Regensdorf 100 200 C

C = fully consolidated

1

2

m o b i l e z o n e h o l d i n g a g N O T E S T O T H E F I N A N C I A L S T A T E M E N T S

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56 Annual report 2006 mobilezone holding ag

m o b i l e z o n e h o l d i n g a g

3 Share capital, authorized and conditional capital increases As of December 31, 2006, the ordinary share capital consists of 35,772,996 bearer shares at a par

value of CHF 0.01 each. As of the balance sheet date, there was authorized share capital in the amount

of CHF 30,000 (2005: CHF 30,000). In addition, as of December 31, 2006, conditional share capital

in the amount of CHF 132,910 (2005: CHF 132,910) is earmarked for the exercise of employee stock

options (up to CHF 22,910), for the exercise of conversion and option rights relating to any debenture

loans (up to CHF 100,000), and for the exercise of other options (up to CHF 10,000). As of balance sheet

date and as in the previous year there were no options outstanding.

Change in number of treasury shares

Amount of Price in CHF Total bearer shares Maximum Average Minimum ( in CHF 000 )

At January 1, 2005 1,781,599 10,256

Purchases from stock repurchase program 2005 1,761,622 6.81 6.81 6.81 11,997

Transaction costs relating to stock repurchase program 121

Destruction of repurchased shares – 3,537,948 – 22,355

Other purchases at cost 50,165 5.50 4.94 4.34 248

Disposals at sale prices – 47,448 5.60 4.97 4.36 – 236

At December 31, 2005 7,990 31

Purchases at cost 9,500 6.75 6.12 5.03 58

Disposals at sale prices – 17,490 7.10 6.05 5.50 – 105

Write-off of stock price gain 16

At December 31, 2006 0 0

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N O T E S T O T H E F I N A N C I A L S T A T E M E N T S

Annual report 2006 mobilezone holding ag 57

Significant shareholders According to the information to the Board of Directors, as per year-end the following shareholders

controlled more than 5% of the share capital :

2006 2005

( in %)

Hans-Ulrich Lehmann / Lehmann Holding AG 6 16

Schroders Plc., GB-London 10 10

Rudolf Baer / B & B Beratungs AG 5 6

Bestinver Gestión SA, E-Madrid 10 6

Asialand Holding Corp., VG-Tortola 5 5

Total 36 43

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58 Annual report 2006 mobilezone holding ag

m o b i l e z o n e h o l d i n g a g P R O P O S A L B Y T H E B O A R D O F D I R E C T O R S

Proposal by the Board of Directors

2006 2005

( in CHF )

Balance brought forward 2,812,128 10,505,455

Net profit 508,574 1,249,922

Available earnings at the disposal of the Annual General Meeting 3,320,702 11,755,377

The proposal of the Board of Directors of mobilezone holding ag to the Annual General Meeting, to be

held on April 12, 2007, is to dispose of the available earnings as follows, with CHF 9,000,000 to be

distributed from free reserves :

Payment of a dividend of CHF 0.30 (previous year : CHF 0.25 ) per bearer share entitled to dividends 10,731,899 8,943,249

Share of dividend payment from free reserves – 9,000,000 0

To be carried forward 1,588,803 2,812,128

Total 3,320,702 11,755,377

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m o b i l e z o n e h o l d i n g a g R E P O R T O F T H E S T A T U T O R Y A U D I T O R S

Report of the Statutory Auditors to the General Meeting of

mobilezone holding ag, Regensdorf

As statutory auditors, we have audited the accounting records and the financial statements

presented on pages 53 to 58 (balance sheet, income statement and notes ) of mobilezone holding ag

for the year ended December 31, 2006.

These financial statements are the responsibility of the board of directors. Our responsibility is

to express an opinion on these financial statements based on our audit. We confirm that we meet

the legal requirements concerning professional qualification and independence.

Our audit was conducted in accordance with Swiss Auditing Standards, which require that an audit

be planned and performed to obtain reasonable assurance about whether the financial statements

are free of material misstatement. We have examined on a test basis evidence supporting

the amounts and disclosures in the financial statements. We have also assessed the accounting

principles used, significant estimates made and the overall financial statement presentation.

We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the accounting records and financial statements and the proposed appropriation

of available earnings comply with Swiss law and the company’s articles of incorporation.

We recommend that the financial statements submitted to you be approved.

KPMG Ltd

Fredy Luthiger Claudius Rüegsegger Swiss Certified Accountant Swiss Certified Accountant Auditor in Charge

Zurich, March 6, 2007

Annual report 2006 mobilezone holding ag 59

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m o b i l e z o n e b r a n c h S H O P A D D R E S S E S

Aarau Bahnhofstrasse 11

Aigle Centre Commercial MMM Centre,

Chemin sous le Grand Pré 4

Arbon Zentrum Novaseta

Baden Badstrasse 7

Balerna Centro Breggia, Via San Gottardo 56 a

Basel Claraplatz, Rebgasse 2 / Greifengasse;

Gerbergasse 70; Freie Strasse 20; RailCity

SBB Bahnhofpasserelle, first floor ; Shopping-Center

St.-Jakob-Park; Steinenvorstadt 2

Bellinzona Viale Stazione 2; Via Nosetto 4

Bern Von-Werdt-Passage 3;

Waaghaus-Passage 8

Biasca Via Lucomagno 17

Biel / Bienne Bahnhofstrasse 6;

CARREFOUR, Centre Boujean, Zürichstrasse 12;

Nidaugasse 60, pedestrian zone

Brig Bahnhofstrasse 4

Brugg Neumarktplatz 5

Buchs SG Bahnhofstrasse 28

Buchs AG EKZ Wynecenter, ground floor,

Bresteneggstrasse 9B

Bülach Marktgasse 21;

MIGROS Center Süd, Feldstrasse 85

Bulle Grand-Rue 30

Burgdorf EKZ Neumarkt,1.OG, Lyssachstrasse 27

Chur EKZ City Shop, Quaderstrasse 8

Collombey Centre Commercial, Parc du Rhône

Crissier Centre MIGROS, Chemin de Closalet 7

Delémont Avenue de la Gare 42

Dietlikon CARREFOUR, Industriestrasse 28

Écublens Centre Commercial du Croset 1

Egerkingen Gäupark,1. OG

Emmenbrücke Emmen-Center

Frauenfeld EKZ Passage, Bahnhofstrasse 70

Fribourg Fribourg-Centre, Avenue de la Gare 10;

Rue de Romont 12

Genève Centre Commercial Balexert, 1.OG,

Avenue Louis-Casaï 27; Centre Commercial

Les Cygnes, Rue des Alpes 22;

Centre Commercial Planète Charmilles;

Eaux-Vives 2000; Rue de Rive 10;

Rue de Carouge 18; Rue du Mont-Blanc 17

Genève-Carouge Centre Commercial

La Praille, Route des Jeunes 10

Glarus Schweizerhofstrasse 7

Glatt-Wallisellen Glattzentrum,

middle salesfloor

Grancia Parco Commerciale Grancia;

Via Cantonale

Heimberg CARREFOUR, Blümlisalpstrasse 61

Hinwil CARREFOUR, Wässeristrasse 38

Kreuzlingen Hauptstrasse 55

Kriens EKZ Pilatus-Markt, Ringstrasse 19

La Chaux-de-Fonds Avenue Léopold-Robert 33;

CARREFOUR, Boulevard des Éplatures 20

Langenthal Bärenplatz / Marktgasse 12–14

Lausanne Rue Haldimand 5; Rue Mauborget 12

Locarno Largo Zorzi 8

Lugano Via Nassa 7; Via Pioda 4; Palazzo Ransila

Luzern Kapellgasse 7; Pilatusstrasse 7

Lyss Hirschenplatz 1A

Manno Strada Cantonale 43

Marin-Épagnier Centre Commercial MANOR Marin

Martigny Centre Commercial Migros Manoir

Mels Pizol Center

Meyrin EPA, Centre Commercial

Montreux Centre Forum, Place du Marché 6

Morges Grand-Rue 10

Neuchâtel Rue du Seyon 6

Nyon Centre Commercial La Combe,

Rue de la Morâche 6

Oftringen EKZ A1, Spitalweid 2, 1. OG;

Perry Center

Olten Baslerstrasse 60

Pfäffikon SZ Seedamm-Center, Passage

(middle salesfloor )

Rapperswil Obere Bahnhofstrasse 44

Regensdorf EKZ Regensdorf ;

Riedthofstrasse 124

Rorschach Hauptstrasse 67

Sarnen MM Sarnen-Center, Nelkenstrasse 5

Schaffhausen Vordergasse 41;

Herblinger Markt, Stüdliackerstrasse 10

Schönbühl SHOPPYLAND, Industriestrasse 20

Schwyz-Ibach EKZ Mythen-Center

Sierre Noës, Centre Commercial

Signy Centre Commercial, Rue des Fléchères

Sion Rue de la Porte-Neuve 21

Solothurn Marktplatz 45

Spreitenbach Shopping-Center Tivoli

Stans EKZ Länderpark, Bitzistrasse 2

Steinhausen EKZ Zugerland, Hinterbergstrasse 40

Sursee EKZ Surseepark, Bahnhofstrasse 28

St. Gallen Multergasse 31; EKZ Neumarkt 1

St. Margrethen EKZ Rheinpark

Thun Bälliz 62; LOEB, Bälliz 39

Vernier CARREFOUR, Route de Meyrin 171

Vevey Centre Commercial Midi Coindet ;

Centre Commercial St-Antoine

Villars-sur-Glâne Centre Commercial Jumbo/

CARREFOUR, Route de Moncor 1

Visp Bahnhofstrasse 2

Volketswil VOLKI-LAND, Industriestrasse 1

Weinfelden Zentrum-Passage 1

Wettingen Zentrumsplatz, Landstrasse 87

Wil SG Obere Bahnhofstrasse 21

Winterthur Marktgasse / Obere Kirchgasse 22;

MIGROS-Center Rosenberg, Schaffhauser-

strasse 152; Zentrum Stadttor, Bahnhofplatz 5

Wohlen Bahnhofstrasse 5

Yverdon Rue du Lac 24

Zug EKZ Metalli, Baarerstrasse 16

Zürich Bahnhofstrasse 87; Bellevue,

Theaterstrasse 12; Löwenstrasse 56;

City Shopping, Löwenstrasse 35;

EKZ Letzipark, upper salesfloor ;

Sihlcity, first storey, Kalanderplatz 1;

Stauffacherstrasse 35;

Zürich-Oerlikon EKZ Neumarkt,

Hofwiesenstrasse 350

Situation in March 2007

60 Annual report 2006 mobilezone holding ag

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Page 63: ©2007 mobilezone ag...activity,the service providing (MVNO),did not reach the breakeven point in its first fiscal year.The company invested CHF 3.7million in establishing its own

AN

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Company addresses

mobilezone holding ag

Riedthofstrasse 124

CH-8105 Regensdorf

Phone ++ 41 (0 ) 43 388 77 11

Fax ++ 41 (0 ) 43 388 77 12

E-mail: [email protected]

www.mobilezoneholding.ch

Investor Relations : Markus Bernhard

Media Relations : Ruedi Baer

mobilezone ag

Riedthofstrasse 124

CH-8105 Regensdorf

Phone ++ 41 (0 ) 43 388 77 11

Fax ++ 41 (0 ) 43 388 77 12

E-mail: [email protected]

www.mobilezone.ch

Europea Trade AG

Riedthofstrasse 124

CH-8105 Regensdorf

Phone ++ 41 (0 ) 43 388 77 70

Fax ++ 41 (0 ) 43 388 77 72

E-mail: [email protected]

globalzone ag

Riedthofstrasse 124

CH-8105 Regensdorf

Phone ++ 41 (0 ) 43 388 77 11

Fax ++ 41 (0 ) 43 388 77 97

E-mail : info@ globalzone.ch

www.globalzone.ch

mobilezone international ag

Riedthofstrasse 124

CH-8105 Regensdorf

Phone ++ 41 (0 ) 43 388 77 11

Fax ++ 41 (0 ) 43 388 77 12

E-mail: [email protected]

mobilezone net ag

Riedthofstrasse 124

CH-8105 Regensdorf

Phone ++ 41 (0 ) 43 388 77 11

Fax ++ 41 (0 ) 43 388 77 12

E-mail : info@ mobilezonenet.ch

www.mobilezonenet.ch