yoc gb2011

ANNUAL REPORT 2011

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YOC Group Overview

*1 EBIT before amortisations due to purchase price allcations (EBIT adjusted for amortisations due to company acquisitions)

*² On the basis of permanent employees

Where rounded amounts are used, differences may occur due to commercial rounding.

(in kEUR) 2011 2010 Change Change in %

Revenue and earnings

Total revenue 3 3 , 3 3 2 3 0, 4 5 3 2,879 9%

Germany 17,882 21,544 -3,662 -17%

Other countries 15,450 8,909 6,541 73%

Mobile Technology segment 13,019 18,699 -5,680 -30%

Media segment 20,313 1 1 , 7 5 5 8,558 73%

Total 35,044 31,883 3,161 10%

EBITDA -3,004 2 , 8 1 9 -5,823 < -100%

EBITDA margin (in%) -9% 9% k.A. k.A.

EBITA*1 -4,960 2,062 -5,762 < -100%

Earnings after tax -7, 8 8 1 671 -8,552 < -100%

Earnings per share (diluted in EUR) -4.19 0.36 -5 < -100%

Earnings per share (basic in EUR) -4.19 0.39 -5 < -100%

Financial position and liquidity

Total assets 30,603 33,288 -2,685 -8%

Equity ration (in %) 36% 52% k.A. k.A.

Cash and cash equivalents 1 , 5 7 1 5 , 1 7 5 -3,604 -70%

Operating cash flow 676 1,593 -917 -58%

Employees

Average number of employees*² 214 180 34 19%

Number of employees at year end 227 187 40 21%

Total output per employee (in EUR thousand) 164 177 -13 -7%

INDEX Of CONtENts

3 30 Market Environment

32 Scope of Service

34 Business Development38 Development of Profit

40 Development of Net Assets and Financial Position

43 Forecast Report

44 Opportunities andRisk Report

4 58 Consolidated Statement of Comprehensive Income 59 Consolidated Statement of Financial Position 60 Consolidated Cash flow Statement

61 Consolidated Statement of Changes in Equity62 Notes to the Financial Statements

1 6 Letter to Shareholders

8 The Management Board

10 Report of the Supervisory Board

12 Corporate Governance

18 The Share

2 22 Company Structure

23 Operations2 6 International Position 27 Strategy

The YOC GrOup

GrOup manaGemenT repOrT

COnsOlidaTed finanCial sTaTemenTs

90 Statement of Responsibility made by the Management Board

91 Audit Opinion

92 Management Board

93 Supervisory Board

94 Financial Calendar

TO Our sharehOlders

47 Inspection and Risk Management Report on the Accounting Process

4 8 Information on Shares and Management Board Explanatory Report

50 Declaration on Corporate Governance

53 Remuneration Report

55 Important Events after the Balance Sheet Date

and information concerning the management Board and supervisory Board

Our tEChNOlOGY platfOrm ENablEs us tO DElIvEr bIllIONs Of mObIlE paGEImprEssIONsEvErY mONth

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1TO Our sharehOlders6 Letter to Shareholders

8 The Management Board

10 Report of the Supervisory Board

12 Corporate Governance

18 The Share

YOCGroup Annual Report 2011

letter to shareholders

Dear Shareholders,

The financial year 2011 was a challenging year for our

Group in which we did not achieve the goals that were

set. For this reason, we worked intensively on the further

development of the YOC Group strategy and the refocu-

sing of its market appearance in the second half of the

financial year 2011.

The key element of this process is the strict strategic con-

centration of our operations on the Mobile Technology

and the Media segments. This includes pooling our com-

petences in the Mobile Technology segment under the

Sevenval brand whilst marketing the Media business under

the YOC Media brand, both of which has also been reflected

in the external image of the Group since the fourth quarter

of 2011. Our aim is to generate growth in the Media seg-

ment and increase profitability in the Mobile Technology

segment. To reflect this strategic focus, YOC Group has

been reporting on the two segments Mobile Technology

and Media since 1 January.

However, a temporary decline in sales due to the ensuing

structural reorganisation and discontinuation of side acti-

vities also has to be knowingly accepted. YOC Group

generated sales totalling EUR 33.3 million in the financial

year 2011 (2010: EUR 30.5 million) and an operating result

amounting EUR -3 million (2010: EUR 2.8 million). This

includes costs for the strategic reorientation and one-off

expenses amounting to EUR 1 million.

This strategic focus is particularly clear in the Mobile Tech-

nology segment. To reflect this process, we have started

focussing our business operations on the implementation

of larger projects with customers for whom the mobile

channel is a strategic growth driver. The sales focus is

on the retail, financial institutions, travel & transport and

the automotive industry. At the same time, the Group has

continued to boost recurring returns from licence, hosting

and maintenance income. The focus of this segment is to

achieve the profitability we were used to.

The Mobile Technology segment reported sales revenues

of EUR 13 million in the financial year 2011. This corresponds

to a percentage of 39% in the total revenues of YOC Group.

The percentage of the total group revenue amounted to

EUR 18.7 million and 61% in the same period of the previous

year. The implementation of the strategic focussing also led

to the discontinuing or active termination of activities that

were no longer within the core business of the segment. In

addition to this, a number of operative challenges needed

to be overcome, particularly in the second and third quarter

of 2011. The market launch of new products led to slower

project handling and delayed sales and revenue recogni-

tion. This resulted in a strongly increased order backlog

amounting to EUR 2.4 million at the end of the year.

The business segment Media saw encouraging growth

amounting 73% in the period under report. Due to the

increase in sales revenue from EUR 11.8 million to EUR

20.3 million the percentage of total sales was already 61%

in the period under report, while it amounted to 39% in the

same period of the previous year. Due to the takeover of

the French subsidiary MobilADdict SAS in the first quarter

2011 and the successful Media units in Germany, Spain,

Austria and the United Kingdom we could strengthen our

competitive position in Europe significantly.

In the Media segment, the expansion into more markets

and the resulting growth potential are of high strategic

importance. We established a central organisational struc-

ture based on our experience to quickly and efficiently inte-

grate newly created organisations in the respective coun-

tries and support them and the existing organisations in the

development of their business activities. YOC Group thus

lays the groundwork for continued participation in the posi-

tive development of the global mobile advertising market

in the future.

Outlook for the financial year 2012The strict implementation of the defined strategy focussing

on the Mobile Technology and Media segments enabled

us to create the basis for the sustainable further develop-

ment. Therefore, we expect the financial year 2012 to see

an increase in sales to about EUR 40 million and a positive

operating result.

These expectations are supported by general market

developments relating to the rapidly increasing use of the

mobile internet and the resulting need for companies to

go mobile. Due to the ever more challenging demands on

mobile infrastructure solutions more and more customers

and partners trust on our expertise in the field of Mobile

Technology. Growth in the Media segment is increasingly

driven by a budget shift from traditional media channels to

mobile advertising.

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We are convinced that with the strategic refocusing of YOC

Group we are on the right track. The structural and opera-

tive measures that we have initiated have already begun to

produce positive results.

I would like to seize this opportunity to thank our Supervi-

sory Board for its great commitment and support during the

past financial year.

On behalf of the Management Board I would also like to

thank all shareholders as well as our customers and busi-

ness partners for their cooperation in the financial year 2011.

I would be delighted to see this cooperation continue in

the future.

Kind regards,

Dirk Kraus

CEO of YOC AG

YOCGroup Annual Report 2011the management board

Alex SutterManagement BoardBusiness Unit Mobile Technology

Jan Webering Management BoardBusiness Unit Mobile TechnologyJoachim von Bonin

CFO Finances & Controlling, Human Resources, Central Purchasing

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Dirk Kraus CEOM&A, Corporate Development, Business Unit Media

Jan Webering Management BoardBusiness Unit Mobile Technology

Patrick FellerManagement BoardOrganisation, Strategy, Strategical Human Resources Develoment, Change Management


report from the supervisory boardThe Supervisory Board carried out the tasks and duties incum-

bent upon it under law, the Articles of Association and the

Rules of Procedure comprehensively and diligently during the

financial year 2011. It intensively dealt with the situation of the

company, regularly advised the Management Board on the

management of the company and continuously monitored

its activities. The Supervisory Board was directly involved in

all decisions of fundamental importance to the company and

discussed them in detail. In fulfilling its obligations, the Supervi-

sory Board dealt with revenues and results of operations of the

company, the business performance as well as the intended

corporate policy and planning by means of regular written and

verbal reports of the Management Board.

After scrutinising the documents submitted and discussing

approval in detail, the Supervisory Board approved Manage-

ment Board decisions or measures subject to Supervisory

Board approval pursuant to the law or the Management Board

Rules of Procedure.

Alongside a wide range of technical issues and measures

subject to approval as well as the business development, mee-

tings also focussed on basic questions concerning corporate

planning and an adjustment of the corporate strategy to the

changing framework conditions, the continued expansion of

the international business, the safeguarding of the company's

competitiveness as well as personnel decisions in the financial

year 2011. Short-term, medium-term and long-term issues were

treated in the same way.

Material issues of the Supervisory Board activities The Supervisory Board held a total of five meetings deman-

ding physical presence as well as two telephone conferences

in the period under report; moreover, further written resolu-

tions of the Supervisory Board were passed in writing. In doing

so, the Supervisory Board engaged in a detailed consulta-

tion with the Management Board. Furthermore, the Supervi-

sory Board as a whole was in close communication with the

Management Board and was kept informed by the latter about

the current business development and all important business

transactions. The Supervisory Board also took advantage

of the option to discuss issues without the presence of the

Management Board. All Supervisory Board members partici-

pated in the meetings and other resolutions in 2011; no Super-

visory Board committees were established. There were no

indications for potential conflicts of interest among the Super-

visory Board members in the financial year 2011.

The Supervisory Board paid special attention to the acquisi-

tion of MobilADdict SAS in March 2011 as well as the strategic

focusing of the company on the business units Mobile Tech-

nology and Media. The supervisory body also advised the

Management Board on these matters between Supervisory

Board meetings.

At its meeting on 5 April 2011, the Management Board pre-

sented the results for the financial year 2010 and current deve-

lopments in the first quarter of 2011 to the Supervisory Board

and discussed them with the Supervisory Board.

The Supervisory Board discussed the issues of the ordinary

General Meeting 2011 on 20 April 2011. The agenda was discussed

with the Management Board and approved in the following.

At its meeting on 31 May 2011, the Supervisory Board primarily

dealt with the business performance and the results of the

first quarter. Moreover, it decided on the appointment of Mr.

Joachim von Bonin as Chief Financial Officer of the company.

At its meeting on 23 August 2011, the Supervisory Board also

discussed the results of the first half-year presented by the

Management Board and was informed about the current deve-

lopment of the company.

On 9 November 2011, the Management Board explained the

performance in the third quarter to the Supervisory Board and

presented the medium-term strategy focussing on the two

business segments Mobile Technology and Media as well as

the ensuing discontinuation of side activities and the measure

implementation status so far.

At its meeting of 6 December 2011, the Supervisory Board

again dealt with the results of the strategy process as well as

its implementation and the group economic planning of YOC

Group for the year 2012, which was subsequently approved by

the Supervisory Board. Moreover, the annual Declaration of

Conformity in accordance with Sect. 161 Stock Corporation Act

(AktG) presented and approved by common agreement by the

Management Board of YOC AG was unanimously adopted fol-

lowing detailed examination and discussion.

Audit of the annual and consolidated financial statementsAt its meeting of 5 April 2011, the Supervisory Board discussed

the annual financial statements and the consolidated financial

statements of YOC AG as of 31 December 2010 as well as the

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summarised Management Report for YOC AG and the Group

in depth. The annual and consolidated financial statements of

YOC AG as of 31 December 2010 as well as the summarised

Management Report were audited and given an unqualified

audit opinion by Ernst & Young GmbH Wirtschaftsprüfungsge-

sellschaft, Stuttgart, branch office Berlin, the auditor appointed

by the General Meeting on 16 June 2010 and commissioned

by the Supervisory Board. The Supervisory Board received

the respective documents and discussed them in depth in

the presence of the auditor, who reported about his audit fin-

dings. The Supervisory Board acknowledged the report of the

auditor and approved the findings of the audit. As its own exa-

mination did not lead to any objections, the Supervisory Board

approved the financial statements prepared by the Manage-

ment Board. Thus, the annual financial statements of YOC AG

were adopted.

Corporate governanceThe Supervisory Board also studied the recommendations

of the German Corporate Governance Code in the financial

year 2011. In this context, the Supervisory Board also reviewed

whether the Management Board remuneration was adequate

and customary. The horizontal and vertical customariness

were reviewed, which means that the remuneration was com-

pared with other companies from similar sectors and sizes on

the one hand and in relation to the remuneration of lower-ran-

king hierarchy levels within the company on the other hand.

Furthermore, the Supervisory Board discussed the efficiency

of its activities as well as the contents of the Declaration on

Corporate Governance, including the Declaration of Confor-

mity with regard to the German Corporate Governance Code

in accordance with Sect. 161 Stock Corporation Act (AktG). The

Management Board and the Supervisory Board delivered

their joint Declaration of Conformity in December 2011. The

company largely complies with the recommendations of the

German Corporate Governance Code. As part of the Declara-

tion on Corporate Governance, the Declaration of Conformity

together with explanations of deviations from the recommen-

dations can be found on pages 50-53 of the Annual Report

and was made permanently accessible on the company’s web-

site. Further information about corporate governance at YOC

AG can be obtained from the Corporate Governance Report

published on page 12-17 of the Annual Report.

Personnel changes in the Management Board and Supervisory Board Mr. Michael Schwetje left the Supervisory Board at the end of

the General Meeting on 6 June 2011. By resolution of the Local

Court Charlottenburg of 14 June 2011, Patrick Feller was initially

appointed to replace him until the end of the next ordinary

General Meeting.

The Supervisory Board approved an organisational and per-

sonnel modification by means of expanding the Management

Board and subsequently appointed two new Management

Board members. Within this scope, the areas of responsibi-

lity of the Management Board members were reallocated so

that the Management Board can run the operational business

even more efficiently and safeguard the implementation of

the strategic focussing on the core segments.

The Supervisory Board appointed Mr. Joachim von Bonin

to the Management Board of the company as of 1 June 2011.

Mr. von Bonin accepted the appointment as Chief Financial

Officer.

Mr. Patrick Feller was appointed from the Supervisory Board

to the Management Board of the company as of 9 September

2011. By resolution of the Local Court Charlottenburg of

6 September 2011, Mr. Oliver Borrmann was appointed to

replace him in the Supervisory Board until the end of the next

General Meeting. The Supervisory Board appointed Mr. Borr-

mann as independent financial expert within the meaning of

Sect. 100 Para. 5 Stock Corporation Act (AktG) having exper-

tise in the field of accounting or auditing.

Thanks to the members of the Management Board and all YOC AG staffThe Supervisory Board would like to thank the Management

Board and all staff of YOC AG and all other companies in the

group for their great commitment and the work accomplished

over the past financial year.

Berlin, April 2012

The Supervisory Board

Gerd Schmitz-Morkramer

Chairman


Corporate Governance

YOC AG attaches great importance to corporate governance:

It stands for the responsible and long-term value-driven

management and control of our company. Efficient coope-

ration between the Management Board and the Supervisory

Board, respect for the interests of the shareholders as well

as open and transparent corporate communications are key

aspects of good and responsible company management

and corporate governance.

The Management Board and Supervisory Board report as

follows on corporate governance at YOC AG:

YOC AG complies with the recommendations of the "Govern-

ment Commission of the German Corporate Governance

Code" (hereinafter also referred to as "Code" or "DCGK") in

the version of 26 May 2010 with the exception of Sect. 2.3.2,

3.8 Para. 3, 4.1.5, 4.2.3 Para. 2 and Para. 5, 5.1.2 Para. 1 and

5.4.1 Para. 2 and Para. 3, 5.1.2 Para. 2 Sent. 3, 5.3.1, 5.3.2 and

5.3.3, 5.4.1 Para. 2 Sent. 1, 5.4.3 Sent. 3, 5.4.6 Para. 1 Sent. 3,

5.4.6 Para. 2 and 7.1.2 Sent. 4. The Management Board and

the Supervisory Board of YOC AG have adopted the decla-

ration on the Corporate Governance Code (Declaration of

Conformity 2011) attached to the end of this report. It has

been published on the website of YOC AG at www.yoc.com

(Investor Relations section).

1. Shareholders and General MeetingYOC AG reports to its shareholders four times in the financial

year on business developments and the net assets, financial

position and results of operations of the consolidated com-

panies. Matters upon which the General Meeting decides

include the appropriation of profit, discharge of the Manage-

ment Board and the Supervisory Board as well as the elec-

tion of the auditor. Amendments to the Articles of Associa-

tion and corporate actions are resolved upon by the General

Meeting alone and implemented by the Management Board.

Shareholders may submit counter-motions to resolutions

proposed by the Management Board or the Supervisory

Board and challenge resolutions of the General Meeting.

The Management Board makes use of electronic communica-

tion channels, in particular the internet, to facilitate shareholder

access to information on the General Meeting and allow share-

holders to vote in absentia, for example by appointing a proxy.

2. Management and control structureAs required by the German stock corporation law, YOC AG

has a two-tier management and control structure comprising

a Management Board and a Supervisory Board. There is a

strict personnel separation of management (Management

Board) and corporate control (Supervisory Board) within

this two-tier management system. It is not legally possible

to simultaneously sit on both the Management Board and

the Supervisory Board. Each of these two bodies has its own

duties and responsibilities which are clearly defined by law.

The Management Board is responsible for the management

of the company while the Supervisory Board advises and

monitors the Management Board.

2.1 Management BoardThe Management Board consisted of five members as of 31

December 2011: More information on the members of the

Management Board and their areas of responsibility can

be found on the pages 8 and 9 of this Annual Report. Fur-

thermore, information about functions and CVs is available

online at http://group.yoc.com/Executive-Board.

The Management Board has sole responsibility for the

management of the company and exercises control over the

consolidated companies. It has a duty to act in the interests of

the company and is committed to increasing the sustainable

company value. It is responsible for defining the company's

strategic direction in consultation with the Supervisory Board.

The Management Board works in close cooperation with the

Supervisory Board, informing the latter regularly, promptly

and in detail of all issues relevant for the entire company

concerning strategy, strategy implementation, planning, busi-

ness development, financial position and results of opera-

tions, compliance and corporate risks.

The Management Board is responsible for drawing up the

quarterly reports, half-year and annual financial statements

of YOC AG as well as the consolidated financial statement.

It ensures compliance with statutory provisions and appro-

priate risk management within the company.

2.2 Supervisory BoardIn accordance with Sections 101 et seq. AktG [German Stock

Corporation Act] in conjunction with Section 10 of the Articles

of Association, the Supervisory Board of YOC AG comprises

three members elected by the General Meeting for one term

of office ending with the conclusion of the General Meeting

that resolves on the discharge for the fourth financial year fol-

lowing their election, not including the financial year in which

the term of office commences. More information on the mem-

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bers of the Supervisory Board can be found on page 93 of

this Annual Report. Furthermore, their CVs are available online

at http://group.yoc.com/Supervisory-Board.

The Supervisory Board monitors and advises the Manage-

ment Board with regard to the management of the business.

The Supervisory Board discusses the business development

and planning as well as the strategy and its implementa-

tion with the Management Board at regular intervals. The

Supervisory Board approves the annual financial statement

and takes note of and approves the consolidated financial

statement following discussion with the auditor and own

examination. Moreover, it appoints the members of the

Management Board. Fundamental decisions affecting YOC

AG require Supervisory Board approval. These include

decisions or measures that would significantly change the

net assets, financial position or results of operations of the

company. The information and reporting obligations of the

Management Board were defined by the Supervisory Board.

The members of the Supervisory Board make their decisions

independently and are not bound by the demands or instruc-

tions of third parties. Furthermore, consultancy, service and

other agreements between YOC AG and its subsidiaries on

the one hand and members of the Supervisory Board on

the other hand must be approved by the Supervisory Board.

3. Remuneration ReportThe Remuneration Report is based on the recommendations

in the German Corporate Governance Code. It sets out prin-

ciples which are applied in setting the remuneration of the

Management Board of YOC AG and explains the amount and

structure of these payments. It also describes the principles

applied to and the amount of Supervisory Board remuneration.

The Remuneration Report also contains details which German

commercial law requires to be part of the notes to the con-

solidated financial statement pursuant to Sect. 314 German

Commercial Code (HGB) as well as the group management

report pursuant to Sect. 315 German Commercial Code (HGB).

3.1 Management Board remunerationThe Supervisory Board is responsible for setting the Manage-

ment Board remuneration. Its decision takes account of the

size and activities of the company, the company's economic

and financial position, the tasks of the respective Management

Board member as well as the amount and structure of manage-

ment board remuneration at other companies in the sector.

Management Board remuneration is performance-related. Rem-

uneration is determined in such a way that it remains at a level

competitive within the market for highly qualified management

personnel and offers a performance incentive.

In the financial year 2011, it consisted of a fixed basic compo-

nent, a variable component and the participation in the YOC

Management Incentive Programme.

• The basic remuneration is a fixed cash remuneration refer-

ring to the entire year based on the area of responsibility

of the respective Management Board member and paid

out in twelve monthly instalments.

• The variable component consists of a cash remuneration as

profit-sharing based on the results of operations according

to IFRS (EBITDA) of YOC AG and is subject to an upper limit.

• With the participation in the YOC Management Incen-

tive Programme initiated in 2009, the members of the

Management Board - and other employees of the com-

pany - receive subscription rights to shares in YOC AG. The

subscription rights granted in this respect are subject to a

holding period of several years. The exercise of subscrip-

tion rights requires an own investment of the subscription

right owners at an exercise price derived from the stock

market price of the YOC share at the time of issuance of

the respective subscription rights (market value) (also see

Section 6 below). The participation of the Management

Board in the YOC Management Incentive Programme is

intended to reward the contribution of the Management

Board to increase the shareholder value and to promote

the long-term success of the company. This element of

remuneration and the long-term incentive it offers create

a useful link between the interests of the management and

those of the shareholders.

NameFixed

(in kEUR)Variable

(in kEUR)

Subscription rights

(in numbers)

Dirk Kraus 170 0 0

Alex Sutter 160 0 0

Jan Webering 150 0 0

Joachim von Bonin (ab 01. Juni 2011) 93 0 16,625

Patrick Feller (ab 09. September 2011) 47 0 0

Total 620 0 16,625

Management Board remuneration in 2011


Remuneration received by the Management Board in 2011

totalled kEUR 620. The Management Board held a total of

16,625 subscription rights in the financial year 2011. The fair

value of the subscription rights amounted to around kEUR

170 as of the balance sheet date.

As a contractual fringe benefit, Mr. Jan Webering has the right

to a company car.

3.2 Supervisory Board remunerationSupervisory Board remuneration was set by the General

Meeting of YOC AG on the basis of a proposal by the

Management Board and Supervisory Board.

Supervisory Board remuneration is fixed. The fixed remunera-

tion amounts to kEUR 7.5 for one financial year. The chairman

of the Supervisory Board receives 2.5 times and the deputy

chair 1.5 times this fixed amount.

There was no remuneration of personally rendered services

outside the board activities, particularly with regard to any

consulting and referral services.

The remuneration is paid out following the ordinary General

Meeting at which the approved consolidated financial state-

ment for the last financial year is presented.

Supervisory Board remuneration for the financial year 2011

totalled kEUR 37.5.

4. Accounting and auditingThe consolidated financial statements and interim reports are

drawn up in accordance with the IFRS. The consolidated finan-

cial statements are drawn up by the Management Board and

reviewed by the auditor and the Supervisory Board. The con-

solidated financial statements for the financial year 2011 were

not completed by the deadline for public disclosure of 90 days

after the end of the financial year as defined in Sect. 7.1.2 Sent.

4 of the German Corporate Governance Code. The company

shall make every effort to comply with the recommendation

pursuant to Sect. 7.1.2 Sent. 4 of the German Corporate Gover-

nance Code, but cannot guarantee compliance for 2012.

It was agreed with the auditor, Ernst & Young GmbH, Wirt-

schaftsprüfungsgesellschaft, Stuttgart, Berlin branch, that the

chairman of the Supervisory Board would immediately be

informed of any reasons precluding the employment of the

auditor and any conflicts of interest arising during the audit

and that the auditor would immediately report on all issues

and events significant for the tasks of the Supervisory Board

revealed during the conduct of the audit.

5. TransparencyAll participants of the capital market are provided with infor-

mation by YOC AG on a uniform, comprehensive, prompt and

simultaneous basis. Reporting on the business situation and

results of YOC AG and YOC Group takes place through the

annual report, the half-year report and the interim reports.

Furthermore, information is passed on through ad-hoc

communications, where legally necessary, and through the

company's websites.

Changes in the make-up of the shareholder structure which

have to be reported in accordance with Sect. 26 Securities

Trading Act (WpHG) as well as the purchase and sale of shares

of individuals who hold management positions within YOC AG

(Directors’ Dealings according to Sect. 15a Securities Trading

Act (WpHG)) are also published by the Management Board.

The tables below list all holdings of the Management Board

and the Supervisory Board in YOC AG which directly or

indirectly exceed 1% of shares issued by the company:

6. Further information about the YOC AG share option programme2009 saw the launch of the YOC Management Incentive

Name Fixed (in kEUR)

Gerd Schmitz–Morkramer 18.75

Peter Zühlsdorff 11.25

Michael Schwetje 3.23

Patrick Feller 1. 8 6

Oliver Borrmann 2 . 41

Total 37.50

Supervisory Board remuneration in 2011

Name Number of shares

Dirk Kraus 447,450

Alex Sutter 54,925

Jan Webering 14,250

Management Board holdings as of 31 December 2011

Name Number of shares

Peter Zühlsdorff 248,560

Michael Schwetje 218,560

Supervisory Board holdings as of 31 December 2011

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Programme with a total of 175,000 subscription rights. One

subscription right entitles the holder to acquire one share

in YOC AG. The subscription rights for the acquisition of

YOC shares can be granted to members of the Management

Board (up to 115,500 subscription rights) and to employees

(up to 59,500 subscription rights). The YOC Management

Incentive Programme runs until 31 December 2012. As of

31 December 2011, subscription rights for the acquisition

of 114,590 shares had been granted to members of the

Management Board and subscription rights for the acquisi-

tion of 51,000 shares to employees.

The subscription rights may only be acquired during preci-

sely specified acquisition periods. The first acquisition period

in the year is based on the timing of the company's annual

press conference on financial results and lasts ten stock tra-

ding days. The second acquisition period in the year is based

on the publication of the first half-year report for the financial

year and also lasts ten stock trading days. The final acquisi-

tion period for subscription rights will be in the year 2012.

The subscription rights may be exercised by the holders no

earlier than three years from the respective issue date. The

exercise price of the subscription rights is based on the ave-

rage Xetra closing price of the YOC share for the last eight

stock trading days before the beginning of the acquisition

period. However, the exercise price must be at least equal

to the closing price of the YOC share on the day on which

the subscription rights were issued. The prerequisites for the

exercise of subscription rights include the holder's ongoing

employment with the company at the time of exercise and

the fulfilment of certain performance targets. The perfor-

mance targets include an increase in the YOC share price.

The subscription rights may only be exercised during the

precisely specified exercise periods. Exercise periods are

also based on the timing of the company press conference

on the annual result and the publication of the report on the

first half of the year. Each exercise period comprises 17 stock

trading days. All holders of subscription rights must comply

with the provisions of insider trading laws.

7. Declaration of the Management Board and the Supervisory Board of YOC AG in accordance with Sect. 161 Stock Corporation Act (AktG) on the German Corporate Governance Code in the version of 26 May 2010 (Declaration of Conformity 2011) Pursuant to Sect. 161 Stock Corporation Act (AktG), the

Management Board and the Supervisory Board of a listed

stock company shall annually declare that the recommenda-

tions made by the "Government Commission of the German

Corporate Governance Code" in the official part of the elec-

tronic Federal Gazette published by the Federal Ministry of

Justice were or are complied with or which recommenda-

tions were or are not applied including the respective rea-

sons. The declaration is to be made publicly available on the

website of the company.

The German Corporate Governance Code (DCGK) contains

regulations with different binding effects. Aside representa-

tions of the applicable corporation law, it contains recom-

mendations from which companies may deviate; however,

in this case they are obliged to disclose their deviations

annually. In accordance with Sect. 161 Stock Corporation Act

(AktG), deviations from the recommendations of the DCGK

shall also be justified. Furthermore, the DCGK contains sug-

gestions from which companies may deviate without disclo-

sure. The following declaration concerns the period of time

since the last Declaration of Conformity of December 2010

and refers to the requirements of the DCGK in its current

version of 26 May 2010.

The Management Board and the Supervisory Board of

YOC AG declare that the recommendations made by the

"Government Commission of the German Corporate Gover-

nance Code" are and were principally complied with in the

past. The Management Board and the Supervisory Board of

YOC AG also intend to remain compliant in the future. Only

the following recommendations of the German Corporate

Governance Code were and are not applied:

• Sect . 2 .3.2 of the Code: The company regards the

announcement of the invitation to attend the General

Meeting in the electronic Federal Gazette as sufficient.

• Sect. 3.8 Para. 3 of the Code: The company believes that

the motivation and responsibility with which the members

of the Management Board and Supervisory Board carry

out their duties will not be improved by an excess. The

D&O liability insurance serves to safeguard against the

company's material own risks and at most serves as a

second-line defence of the assets of the members of those

bodies. Therefore, the D&O insurance for the Supervisory

Board was concluded without excess.

• Sect. 4.1.5 of the Code: When filling their managerial posi-


tions within the company, the Management Board is to

consider company-specific realities as well as an appro-

priate level of diversity. In our opinion, however, the guide-

lines of the DCGK inappropriately restrict the Management

Board in its selection of suitable candidates for managerial

positions which need to be filled.

• Sect . 4.2 .3 Para. 2 Sent. 2 of the Code: The remune-

ration structure of the Management Board members

focuses on sustainable corporate development. In case

of a temporary appointment of a Management Board

member for a period of less than one year, however,

the granting of variable remuneration components was

renounced as these did not appear reasonable in the

same way as a multi-annual assessment basis in this

individual case.

• Sect. 4.2.3 Para. 5 of the Code: In deviation from the

recommendation of the Corporate Governance Code,

payments in the event of a change of control are not

generally limited to 150% of the severance cap. Such a

limit could affect the ability to attract highly qualified

employees. According to the Management Board rem-

uneration structure, a change of control case could also

have the effect of increasing the YOC share price when

Management Board members participate in the share

option programme of the company. In addition to the

beneficiaries of the share option programme, however,

the shareholders also profit from the rise in the share

price, so that the interests of the Management Board and

the shareholders coincide in this respect.

• Sect. 5.1.2 Para. 1 as well as Sect. 5.4.1 Para. 2 and Para. 3 of

the Code: A guideline for the structure of the Management

Board as stipulated in Sect. 5.1.2 Para 1 of the Code inap-

propriately restricts the Supervisory Board in its election

of suitable members of the Management Board. The same

applies to an objective for the composition structure of

the Supervisory Board as stated in Sect. 5.4.1 Para. 2 and

3 of the Code. We are fundamentally of the opinion that

this constitutes a too extensive limitation in the selection

of suitable candidates for the Supervisory Board on an

individual case basis. Moreover, such an objective also

compromises the right of our shareholders to elect the

members of the Supervisory Board.

• Sect. 5.1.2 Para. 2 Sent. 3 of the Code: The Supervisory

Board has not set an age limit for members of the

Management Board. The members of the Supervisory

Board believe that suitability for a company management

position depends first and foremost on individual ability

and performance.

• Sect. 5.3.1, 5.3.2 and 5.3.3 of the Code: As the Supervisory

Board of YOC AG has only three members, it would not

be practical to set up committees, and especially not an

audit committee or a nomination committee. The purpose

of the audit committee as proposed by the Code is to

increase the efficiency of auditing. This aim would not be

achieved at YOC AG as nearly all members of the plenum

would have to sit on the audit committee. Similarly, nearly

all plenum members would sit on the nomination com-

mittee, which would not bring any improvement in the

preparation of Supervisory Board recommendations regar-

ding candidates proposed by the shareholders.

• Sect. 5.4.1 Para. 2 Sent. 1 of the Code: No age limit has

been set for Supervisory Board members. A candidate's

ability to monitor and act as a fit contact for the Manage-

ment Board depends first and foremost on individual

capabilities.

• Sect. 5.4.3 Sent. 3 of the Code: The recommendation that

proposed candidates for the chairmanship of the Super-

visory Board be announced to the shareholders has not

been adopted. Pursuant to Sect. 11 Para. 1 of the company's

Articles of Association, the Supervisory Board elects its

chair from amongst its members. According to the Super-

visory Board's Rules of Procedure, the selection of a chair-

person takes place during the first meeting after the elec-

tion of the Supervisory Board without having to specially

call for a meeting. With that said, the announcement of

proposed candidates is not practical.

• Sect. 5.4.6 Para. 1 Sent. 3 of the Code: The company meets

the recommendations of the Code regarding the remun-

eration of the chair and deputy chair of the Supervisory

Board with the exception of the provisions on committees;

chairmanship and membership of committees is not con-

sidered separately for lack of formed committees.

• Sect. 5.4.6 Para. 2 of the Code: The remuneration of the

Supervisory Board consists of a fixed payment. Any vari-

able remuneration to be granted beyond this is unneces-

sary for a motivation of the Supervisory Board and would

not lead to any additional incentive or motivational boost.

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• Sect. 7.1.2 Sent. 4 of the Code: The company will endeavour

to comply with the recommendation that the consolidated

financial statements are to be made available to the public

within 90 days of the end of the financial year and the

interim reports within 45 days of the end of the reporting

period, but cannot guarantee this due to the large scope

of consolidation.

Berlin, December 2011

YOC AG

The Management Board



Analysts show growing interest in YOCThe YOC share has become more attractive - particularly

to international investors - with our strategic focus on the

business segments Mobile Technology and Media. This ena-

bles us to create a starting point for further growth and an

increased profitability of the business segments. In the same

way, the capital market benefits from this reporting structure

and the ensuing optimised as well as more transparent com-

munication. As Deutsche Bank in 2009 and Close Brothers

Seydler Bank in 2010, WestLB included the coverage with a

recommendation to buy in July 2011 and has since regularly

published studies as well as comments on the current deve-

lopment of the company.

the share

Shareholder structure as of 31 December 2011

9.35% Fidelity Investments 0.21% YOC AG (treasury stock)

6.78% dkam GmbH

4.67% IP Concept Fund Management S.A.

27.07% Free Float

20.19% Management Board

1.07% Management

DIH Deutsche 12.98% Industrie Holding GmbH

11.41% Schwetje Invest GmbH

6.27% Ru�er Investments LLP

The development of the YOC share in 2011The YOC share price performed well in the first quarter of 2011.

At the beginning of the year, the share price was EUR 34.00

and reached its peak price for the quarter amounting to EUR

41.90 (9 February 2011) only a few days after in February 2011.

However, the European debt and banking crisis increasingly

intensified in the months to come and the global economy

slowed down dramatically. These influences dominated the

performance of the stock markets in a clearly negative way.

Thus, the euro crisis in connection with the tense financial

situation of some European states made the leading German

share index DAX drop by 27% from 7,300 to 5,300 points in

the worst of times. The share of YOC AG was also caught up

in this development alongside other technology stocks and

dropped to EUR 20.50 on 9 August 2011.

Influenced by the weak sales results, especially in the third

and fourth quarter, the share price of YOC AG fell and rea-

ched its low amounting to EUR 14.00 on 12 December 2011.

At the end of the year, the share was listed at a price of EUR

15.15 on 31 December 2011. For us the development of the

YOC Share is disappointing.

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50%

75%

100%

125%

03.01.11 31.12.1131.03.11 30.06.11 30.09.11

YOC AG -55.44%

TecDAX -19.54%

YOC share and TecDAX Performance Index developments

YOC AGTecDAX

Performance Index

03.01.2011 34.00 EUR*1 851.43 Points

31.12.2011 15.15 EUR*1 685.06 Points

Change -55.44% -19.54%

*1 XETRA closing price

Information about the share [in EUR] 2011 2010 Change

Annual closing price 34.00 15.15 -55.44%

Maximum price 43.00 41.44 -3.62%

Minimum price 12.82 14.00 9.16%

Market capitalisation 65.11 29.02 -55.43%

Daily trading volume (average) 4.471 2.037 -54.44%

Information on the listing

Stock type Domestic stock

Trading place Xetra

Stock exchange segment Prime Standard

Security identification number 593273

ISIN DE0005932735

Consistent and transparent investor relationsThe intensive dialogue with the capital market is traditi-

onally of particular value to YOC AG. It is the claim of the

company to inform shareholders and all participants of the

capital market about the current status of the corporate

development, structural changes and strategic decisions

transparently, promptly and in detail. Therefore, YOC AG sees

transparent financial market communication as a key factor

in sustainably increasing shareholder value.

Aside regular quarterly, half-year and annual reporting, we

also inform our shareholders in telephone and analyst confe-

rences. YOC AG was presented at the German Equity Forum

in Frankfurt on Main on 21 November 2011. This event as well

as the participation in other investor conferences was also

reflected in the constantly increasing interest in the YOC

share as well as the market for Mobile Technology and Media

in the financial year 2011. That is why the company will as

usual be holding regular telephone conferences and atten-

ding conferences and road shows to talk to analysts and

investors about the company’s development, key indicators

and strategic objectives.

We are always pleased to provide information to institutional

investors, analysts as well as private investors - at our general

meeting, in individual discussions, via telephone or e-mail.

Further information on how to reach us can be obtained

from the “Investor Relations” section at www.yoc.com. There,

you can also find our Financial Calendar containing impor-

tant Investor Relations dates and publications about the busi-

ness development for download.

WE OpEratE sEvEralhuNDrED mObIlE pOrtalsaND applICatIONs OvEr Our sEvENval fIt applICatION

sErvEr

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2The YOC GrOup22 Company Structure

23 Operations2 6 International Position 27 Strategy


Company structure

The YOC AG business units Mobile Technology and Media

Business Unit MOBILE TECHNOLOGY

Business Unit YOC MEDIA

YOC Group

MOBILE ADVERTISINGA YOC Group Company

YOCPERFORMANCENETWORK

YOCMEDIANETWORK

A YOC GROUP COMPANY

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YOC is the global provider of mobile technology and media. In

its Mobile Technology division, YOC licenses and implements

software products for the development of cutting-edge tech-

nological infrastructure like mobile internet sites, web apps,

mobile commerce, secure mobile banking, mobile CRM plat-

forms and integrated, high end mobile marketing campaigns.

The Media segment (Mobile Advertising and Affiliate Marke-

ting) includes the marketing of media bundles and advanced

rich media advertising formats for highly targeted and efficient

mobile advertising. Several of the world’s top brands (e.g. The

Coca-Cola Company, Mercedes-Benz, Motorola, Waitrose, Ford

and Swiss Airlines) trust on YOC’s products, the company’s

technological expertise and innovative power.

Mobile Technology YOC’s product portfolio is based on in-house developed tech-

nologies which are connected on one single, innovative and

high-performance platform and offer great flexibility, perfor-

mance, reliability and scalability. Roadmaps are used to con-

tinually develop these enabling technologies so that YOC will

always be in the position to globally provide cutting-edge

mobile technology products and platforms.

The technological base for the Mobile Technology segment

is the FIT Technology developed by YOC subsidiary Sevenval.

This leading global technology enables the automatic crea-

tion and optimised conversion of existing online content for

all internet-enabled devices. The FIT Technology can adjust

websites to the properties of devices, operating systems and

browsers. Our customers can choose between licensing their

software products and having an in-house installation of either

the FIT Server or the fitml.com cloud version. Sevenval ope-

rates more than hundred mobile sites worldwide based on

its FIT Technology. It is the first software provider to offer the

possibility to programme and operate individual mobile sites

for free at www.fitml.com.

This approach helps YOC Group to exactly meet the needs of

the customers since nowadays advertisers, publishers, retai-

lers etc. need to constantly adjust to the rapid development of

new devices. This means that advertising formats and mobile

portals need to be provided for all operating systems if pos-

sible, such as Apple’s iOS, Google’s Android and Microsoft’s

Windows Phone 7.

Numerous international customers have already started to

use the YOC’s software solutions to meet the high demands

of the consumers. This platform enables the automatic cre-

ation and optimised conversion of existing online content

for all internet-enabled devices. For example, it is used by

YOC’s customers Jigsaw and Baur to allow customers to buy

clothes and furniture via their smartphones. Coca-Cola uses

YOC’s mobile technology products to operate its mobile CRM

system in various countries. YOC’s mobile technology pro-

ducts allow customers of Swiss International Air Lines, Aus-

trian Airlines and airberlin to use mobile flight booking and

check-in.

Operations

Mobile Branding for Mercedes–Benz

Mobile Travelling for Swiss Airlines


MediaThe Media segment is built upon two pillars: Mobile Advertising

and – under the belboon brand – Affiliate Marketing.

Mobile AdvertisingIn the Mobile Advertising segment YOC markets mobile

websites and applications, generating advertising revenue

for publishers. YOC operates two specialised networks: the

YOC Media Network and the YOC Performance Network.

The YOC Media Network offered by YOC is a premium

advertising network that is specialised in brand-building

advertising with Europe’s uppermost media penetration in

Germany, Austria, France, Spain and Great Britain. The YOC

Media Network provides advertisers aiming for brand image,

awareness and commitment with highly innovative rich

media advertising formats, cutting-edge targeting methods

and detailed reporting tools. Against this background we

are always striving to meet the individual targets of our

customers. This network offers a range of exclusive premium

publishers such as The Telegraph, EuroSport, krone.at, NRJ,

ELLE and MTV to place campaigns in ideal environments

and reach the focused target groups.

Alongside the MMA standard publicity banners, YOC Media

is continuously developing new mobile advertising products

to offer maximum technological know-how to its customers.

With its YOC Media Network, YOC offers classic banner

formats, video ad formats to monetise video content and

interactive rich media advertising formats, which proactively

involve users and thus contribute to positive brand building.

The campaigns are mainly operated on a fixed Cost per Mille

(CPM) basis.

One of YOC’s proprietary advertising products in the YOC

Media Network is YOC Ad Plus. Launched in September

2010, YOC Ad Plus is Europe’s first rich media format for

applications. The mobile advertising format integrates

videos, picture galleries and 360° views. Another asset of

YOC Ad Plus is its implementation into the mobile browser

and all operating systems. YOC Ad Plus gives advertisers

new possibilities to bolster their brand image and target

effectively.

The YOC Performance Network is an ad network that is

well-positioned internationally. It enables advertisers to

generate leads and increase their sales via the mobile

channel. This network provides its customers with ultra

high reach in the core markets Germany, Austria, France,

Spain and Great Britain. The YOC Performance Network

specialises in performance-related CPC pricing models but

has also started to offer pay per download price models

very recently, thus guaranteeing optimum reach for all

campaigns.

Flip Ad for Germanwings

Expandable Ad for Peugeot

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The YOC Performance Network is offered as a full-service

or self-service version. Its platform can be used to book

individual campaigns and optimise them. In addition to the

MMA standard publicity banners, the YOC Performance

Network also gives its customers the possibility of running

rich media campaigns.

Both networks ensure optimised conversion of content

for all devices and offer various options for addressing the

focused target group. Targeting is offered by both networks

using different parameters such as device (manufacturer/

model), screen, operating system, special key words, IP

address, connection type (WiFi vs. 3G), geotargeting (based

on regions/cities) and – together with anonymised customer

data of a mobile operator – socio-demographic data. The

YOC Media Network and the YOC Performance Network also

offer technical services such as accounting and planning,

the monitoring and optimisation of ongoing campaigns

(“on-flight optimisation”) and the creation of campaign-

specific landing pages.

In addition to branding and sales advertising, YOC also offers

mobile affiliate marketing through its subsidiary belboon.

This performance marketing network offers publishers

success-related marketing based on “cost per performance”,

“cost per click”, and “cost per order” models.

Affiliate Marketingbelboon-adbutler GmbH and its affiliate marketing network

belboon represent the Affiliate Marketing segment within YOC

Group. The company is one of the three leading performance

marketing networks in the German-speaking world. It offers a

portfolio of more than 1,300 partner programmes and 65,000

active publishers from 30 countries.

It includes online and mobile marketing, which is operated on

a performance-based pricing model. Publishers and adverti-

sers can thus benefit from significant synergy effects due to

a purely performance-based pricing model and enormous

network reach.

The Affiliate Marketing network acts as an interface and a

market place for two customer groups: publishers and adver-

tisers. belboon links the online advertising of advertisers to

the advertising space of publishers. Advertising via the Affi-

liate Network is operated on the basis of performance-related

commissions. Advertising customers only have to pay if sale

or address generation was successful.

The service portfolio of the Affiliate Marketing Network offers

various individual marketing tools attuned to the needs of

the customer. This includes re-targeting, performance display

advertising, SEO/SEM, social media marketing, affiliate marke-

ting, mobile affiliate marketing and e-mail marketing.

Mobile Banner for Deutsche Bahn


Madrid

London

Paris Vienna

Berlin

Cologne

International positioning

International position of YOC GroupYOC Group has a unique position on the European market. This

is thanks to the company’s strong presence on Europe’s core

markets, its broad range of products in the business segments

Mobile Technology and Media as well as its many years of

market expertise. It has offices in Berlin (head office) and Cologne,

and four branch offices outside Germany in the United Kingdom

(London), Spain (Madrid), Austria (Vienna) and France (Paris).

The YOC Group’s business abroad is conducted by the wholly-

owned subsidiaries YOC Ltd., YOC Mobile Advertising Ltd.

(London), YOC Central Eastern Europe GmbH (Vienna) as well

as YOC Spain S.L. (Madrid). In France, the company operates

through its subsidiary MobilADdict SAS, which it acquired in

the financial year 2011.

YOC Group employed 232 permanent staff as of 31 December

2011, of whom 47 worked outside Germany. This figure is equal

to 21% of the total number of staff employed during the 2011

financial year compared to 15% in 2010.

YOC Group offers its range of products in the business seg-

ments Mobile Technology and Media in Germany, Austria,

the United Kingdom, Spain and France. The percentage of

revenue generated outside the domestic market (Germany)

rose to 46% in the financial year 2011 (2010: 29%). The com-

pany is the leading provider on the Mobile Technology and

Media market, and its strong international position means it

is well-equipped to meet the customers’ growing demand

for international and cross-border mobile services.

With a portfolio of over 300 international publishers, YOC has

Europe’s largest premium media network in the Media busi-

ness segment. Moreover, a service range covering all mobile

marketing models for mobile websites and applications - ran-

ging from premium and media reach-based to performance-

based payment options - distinguishes YOC Group from its

international competitors. The underlying technology plat-

form for mobile media reach and performance marketing has

a global focus and currently delivers around 5billion mobile

AdImpressions per month with its AdNetworks.

The YOC subsidiary belboon-adbutler GmbH operates the Affi-

liate Marketing business of YOC Group. The company focused

on the stronger expansion of international business beyond

Germany, Austria and Switzerland to English and French-spea-

king countries in this product segment in the financial year 2011.

The product development and technological platform of YOC

Group are operated and developed from the offices in Cologne

and Berlin only. The international subsidiaries of YOC Group

use the technology provided by the two German offices.

In 2012, YOC Group will also continue to strengthen its interna-

tional position and further increase sales generated abroad as

well as their percentages in the total revenue of the company.

Moreover, the company strives for an expansion of business

operations in new markets in the medium term. The company

remains open to attractive international acquisition options.

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FocussingDuring the financial year 2011, YOC Group worked intensely on

the further development of its strategy and the refocusing of

its market appearance. YOC Group pursued the strict strategic

concentration of its operations on the key segments Mobile

Technology and Media. During this process, YOC Group dis-

continued or ended actively activities that are no longer part of

the core business. The aim of the Group is to generate growth

in the Media segment and increase profitability in the Mobile

Technology segment. To reflect this strategic focus, YOC Group

has been reporting in the two segments Mobile Technology

and Media since 1 January 2011.

Mobile TechnologyThis strategic focus is particularly clear in the Mobile Techno-

logy segment. In addition to the discontinuation of side acti-

vities such as the text messaging business and the mobile

B2C business, YOC‘s competences in the Mobile Techno-

logy segment have been reflected in its external image and

pooled under the Sevenval brand since the fourth quarter.

As a leading technology expert and provider of mobile,

multichannel web and mobile marketing solutions, Sevenval

offers a range of products for the realization of mobile

internet portals and integrated mobile marketing activities.

With its FIT Technology, YOC Group enables its customers

to optimise the delivery of content to all mobile devices

such as smartphones, tablet PCs, portable game consoles

and internet-ready TV sets. The FIT Technology adjusts web-

sites to the properties of devices, operating systems and

browsers. Roadmaps are used to continuously develop the

basic technologies of YOC Group further, providing interna-

tional markets with the most innovative mobile technology

products and platforms. Customers can license software pro-

ducts or choose between an in-house installation, the FIT

Server or the fitml.com cloud version.

To reflect this strategic approach, we started focussing our

business operations on the implementation of larger projects

with customers for whom the mobile channel is a strategic

growth driver. The sales focus is also on the retail, financial

institution, travel & transport and the automotive industry. At

the same time, YOC Group has continued to boost recurring

returns from licence, hosting and maintenance income to

increase and ensure sustainable profitability of this segment.

MediaIn the Media segment, YOC Group uses the YOC Media Net-

work and the YOC Performance Network to market mobile

internet portals and mobile applications. During the past

financial years, YOC Group has successfully established itself

as a leading provider for mobile advertising in Germany, Aus-

tria, Switzerland, France, Spain and Great Britain. YOC Group

uses the extremely high media reach of its premium and

performance networks and the development of the latest

mobile advertising formats to promote developments in the

mobile advertising market. With the market launch of inno-

vative advertising formats such as YOC Ad Plus, YOC shows

its longstanding technological expertise and sets new inter-

national standards.

In the Media segment, the standardised expansion into other

markets and the resulting growth potential are of high stra-

tegic importance. YOC Group established a central organi-

sational structure for marketing, product and technology

management, finances and personnel to quickly and effici-

ently integrate new company structures and to support the

existing and newly created organisations to develop their

business activities. YOC Group thus lays the groundwork for

continued participation in the positive development of the

global mobile advertising market in the future.

With the strategic focussing on the two segments Mobile

Technology and Media as well as the continuous develop-

ment of standardised products in the past financial year,

YOC Group laid the groundwork for sustainable and further

growth of the Group.

strategy


thE CENtrallY CONtrOllED

aDsErvEr prOCEssEsEs

mOrE thaN 50 bIllIONmObIlE aDvErtIsINGrEquEsts vIa thEYOC mEDIa NEtWOrkaND YOC pErfOrmaNCE NEtWOrk

EvErY mONth

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3GrOup manaGemenT repOrT

30 Market Environment

32 Scope of Service

34 Business Development38 Development of Profit

40 Development of Net Assets and Financial Position

43 Forecast Report

44 Opportunities andRisk Report

47 Inspection and Risk Management Report on the Accounting Process

4 8 Information on Shares and Management Board Explanatory Report

50 Declaration on Corporate Governance

53 Remuneration Report

55 Important Events after the Balance Sheet Date


market environmentInternational mobile phone market: more mobile phone than internet users - LTE as the next stage of expansion for mobile data transferThe number of mobile phone users is rapidly increasing:

Around 4.3 billion people worldwide have a mobile end device

- this corresponds to more than 60% of the total population.

824 million of them are already using the mobile internet

compared to 2.2 billion stationary internet users (Mobile Web

Watch 2011, Accenture, 2011). According to the latest study

AGOF mobile facts 2011, 16.5 million Germans from the age

of 14 onwards are among the mobile internet users. For com-

parison: Only 9.1 million German citizens used the mobile

internet in 2010 (AGOF mobile facts, 2011).

The mobile phone standard Long Term Evolution (LTE),

which is currently introduced Europe-wide, determines a

paradigm shift from a language-oriented to a data packet-

optimised mobile phone network. Higher data rates and

lower loading periods are expected to significantly improve

the use of mobile surfing. Particularly data-intensive services

such as multiplay gaming and video as well as audio strea-

ming benefit from this development as large data volumes

can be delivered to mobile end devices in real time. LTE also

offers several advantages for network operators: With higher

bandwidths and lower costs, LTE is clearly more efficient than

3G (Mobile Compass 2011/2012, BVDW, 2011).

Increasing popularity of smartphones - mobile internet and mobile computing become esta-blished in everyday lifeThe worldwide figure of around 500 million smartphone

users illustrates that the mobile internet has arrived in

everyday life. Around 10 million smartphones were sold in

Germany in 2011, which corresponds to an increase of 36%

compared with the previous year. According to the Federal

Association of the Digital Economy (BVDW), 43% of the cur-

rently twelve million smartphone users in Germany use their

mobile end devices every day for internet access. Two thirds

of users have their mobile end devices with them at any time

and in any place (Mobile Research, Google/BVDW, 2011).

M-commerce offers have also gained a stronger ground in

everyday life in line with this development. Every third mobile

internet user in Germany shopped online with his smart-

phone in 2011 – compared to only ten percent in 2010. The

percentage of people comparing prices and making ban-

king transactions by means of their mobile phone has more

than doubled. Financial programs and apps reported a user

increase of 240%. Traffic and mobility offers as well as addi-

tional communications services in connection with internet

and video telephony are increasingly in demand among

users. Three drivers are essential for this mobile evolution

according to Accenture (Mobile Web Watch 2011, Accenture,

2011):

• Devices and technology - into the touch era via broadband.

Goods totalling 119 billion US-dollars will be purchased via

the mobile phone in the next four years. The way mobile

services are used will further change due to the increasing

presence of tablets.

• Services and applications - geological data, location-based

services and social networks point the way through the

digital mobile world. Communities experience the establish-

ment, consumption and permanent updating of knowledge

from collaboration in real time beyond cultural and age

barriers.

• Users and user behaviour - the digital natives are the

first generation that does not know a world without the

internet, mobile phones, Facebook and Google. They take

19.5 MillionUser of mobile internet in Germany, Austria and Switzerland

824 Million User of mobile internet around the world

2.2 Billion Internet user around the world

4.3 Billion mobile user around the world

5.3 Billionmobile contracts around the world

6.9 Milliarden Total population

Digital service consumerAround the world, in Germany, Austria and Switzerland

Accenture Analysis, Bundesagentur für Arbeit Switzerland (2011), Gartner (2011), GFK Online Monitor (2001), ITU (2011), United Nation current number of world population (2011)

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user-friendly technologies and continuous web availability

for granted.

Mobile advertising tipped for success worldwideThe growth course for mobile campaigns gathered further

pace in 2011. Even in the first half-year advertisers commissi-

oned 609 campaigns in Germany - compared to 545 cam-

paigns in the first half-year of 2010. The volume of booked

mobile inventory per campaign has also significantly incre-

ased: Campaigns were displayed on an average of five

mobile websites or applications, respectively, in the first half-

year 2010; this value increased to 8.9 in the reference period

of the year 2011 (MAC Mobile-Report 2011/2012, BVDW, 2011).

The current study on mobile advertising effects by Dynamic

Logic confirms that mobile campaigns significantly influ-

ence the brand awareness and purchase intention. Mobile

advertising media achieve a higher degree of attention in

comparison with online media, which can be explained due

to the prominent advertising placement on the display and

the high degree of interactivity (Using Mobile Advertising

for Branding, Dynamic Logic, 2011 in MAC Mobile-Report

2011/2012, BVDW, 2011).

The importance of mobile advertising has strongly incre-

ased in the cross-media context: Media agencies integrate

mobile advertising campaigns more and more often as firm

parts of the media mix. For the mobile channel has increa-

singly become a central customer touch point for brands

of all industries. Mindshare and YOC were in a position to

prove the specific influence qualities of mobile advertising

campaigns within the scope of a cross-media advertising

effect measurement: The mobile channel has a strong influ-

ence on the memory of the advertising material, the brand

image as well as the purchase intention (Mobile advertising

works, Mindshare/YOC, 2011). Especially the use of attention-

grabbing special advertising formats such as innovative

rich-media advertising formats that clearly stand out from

standardised banners due to the multimediality as well as

interactivity boost the success of mobile campaigns (MAC

Mobile-Report 2011/2012, BVDW, 2011).

Moreover, the excellent targeting options of mobile adverti-

sing compared to other media channels play an important

role: From end device, time and mobile phone network to

content and geographic or socio-demographic targeting,

advertising messages can be transported in a more specific

way to the desired target group than via any other medium

(MAC Mobile-Report 2011/2012, BVDW, 2011).

Revenue expectations for mobile internet and mobile advertisingRevenue of mobile data services increased by 14% to 7.4 billion

Euro in Germany in the year 2011 according to the European

Information Technology Observatory (EITO). Revenues rose

by 12% to 40 billion Euro in the EU 25 countries and will reach

44 billion Euro at a growth rate of 10% in 2012 (Monitoring-

Report Germany Digital 2011, Federal Ministry of Economics

and Technology, 2011).

The German information and communication technology

(ICT) revenues rose by 1.5% to 124.4 billion Euro in 2010, which

corresponds to a global market share of around 5% and the-

refore to the fourth-largest ICT-location in terms of revenues

(Monitoring-Report Germany Digital 2011, Federal Ministry of

Economics and Technology, 2011).

Advertisers in the USA spent around 743 million US-dollars

on mobile advertising in 2010. According to a forecast by

Mobile Marketer, this figure will amount to 2.5 billion US-dollars

already in 2014 (Mobile Marketer, State of Mobile Advertising

2011, June 2011).

The Federal Association of the Digital Economy (BVDW) expects

a 100% increase of the gross mobile advertising spending to 40

The impact of Mobile Advertisingis five times higher than that of Online Advertising

Dynamic Logic, Mobile Media Summit October 2011

+3.9

Brand Favorability

+1.4

Purchase Intent

+4.7+1.2

MobileOnline

8%

+5.9

Aided Awareness

+2.1

+19.9

Ad Awareness

+4.2

+12.2

Message Association

+2.2


million Euro for 2011 - compared with 20 million Euro in the pre-

vious year (MAC Mobile-Report 2011/2012, BVDW, 2011).

Online and affiliate marketing: current develop-mentsThe German internet advertising market is highly developed

in a worldwide comparison: Germany comes third after the

front runners South Korea and the United Kingdom concerning

the percentage of internet revenues in the advertising market.

The German media industry also continues to show an

upward trend: For the first time, the online advertising volume

exceeded newspaper and television advertising in 2011 accor-

ding to PricewaterhouseCoopers. Revenues in the entire

industry rose by 2.8% to almost 59.3 billion Euro. According

to forecasts for the year 2015, industry revenues will grow by

an average of 2.9% per annum and reach a volume of 68 bil-

lion Euro in 2015. The percentage of online advertising in the

advertising market will increase from 24% in the year 2010 to

33% in 2015 (PricewaterhouseCoopers, German Entertainment

and Media Outlook 2011–2015).

The economic development of the German affiliate networks

ensures a positive atmosphere in the entire industry: Following

a successful financial year 2010, the industry also achieved

a revenues increase in 2011. Due to the rapidly increasing

popularity of smartphones and tablets, the mobile affiliate

marketing trend continues to increase. 98% of advertisers

and 86% of affiliates rely on the mobile channel as one of the

most important future growth drivers, particularly for themes

such as dating, ringtones, gaming, entertainment, app down-

load and financial services (Affiliate Marketing Trends, Markus

Kellermann, 2011).

Revenue expectations for affiliate marketingThe German online advertising market grew to 5.7 billion Euro

in 2011 according to the Online Marketer Circle (OVK). Classic

online advertising showed the highest value with 3.3 billion

Euro, followed by search word marketing with 2.1 billion Euro

and affiliate networks with 374 million Euro (2010: 339 million

Euro). 11% growth to a gross advertising volume of more than

6.3 billion Euro is expected for the online advertising sector in

2012 (OVK, 2012).

Mobile Technology Segment Mobile MarketingThe product portfolio in the mobile marketing business

area ranges from the combination of advertising com-

munication from the areas of television, print media,

radio and outdoor advert is ing with mobile devices

(mobile response marketing), to direct communication

with consumers via mobile networks and the internet

(mobile or e-mail push marketing) and the development

of technological applications such as mobile websites,

applications and location-based services. The imple-

mentation of mobile marketing measures is carried

out on the basis of uniquely developed technological

solutions and applications. The services offered in the

Mobile Technology segment are used across all indus-

tries and include companies from the consumer goods,

retail, services, financial and car manufacturing indus-

tries. YOC therefore implements its mobile marketing

products for brands such as The Coca-Cola Company,

Mercedes-Benz, Kraft Foods, Deutsche Post , Unilever

and Adam Opel.

scope of service

Mobile Shopping for Jigsaw

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Today, there are a number of different technologies

available for mobile marketing to implement highly emotive

multi-media communication concepts on mobile phones.

YOC offers technologies and products that help combine

all available technology individually. Thus, YOC develops

individual solutions for each project that are specific to the

target group in question and its media use. YOC makes it

possible to implement an individual mobile internet pre-

sence, which is optimised for the specific use on mobile

end devices. The company therefore operates an extensive

end device database, which is constantly being expanded.

The end devices are analysed on the basis of 800 criteria.

Mobile InternetWithin the mobile internet, YOC implements and hosts mobile

internet portals and applications on the basis of Sevenval’s

FIT Technology and licenses the necessary software to its

customers. Pure internet portals that are not optimised for

calls via mobile telephone devices, are often unsuitable for

calls on mobile phones due to the volume, processing and

display of data. However, mobile internet portals created on

the basis of Sevenval’s FIT Technology from YOC, are speci-

fically designed to be used on mobile devices. In this way,

YOC offers to create individual mobile websites, with content

that may partially or significantly differ from the customer’s

stationary internet website, as well as the automated con-

version of stationary websites for mobile use. In both cases,

YOC’s in-house developed technology is used. The FIT Tech-

nology developed by the YOC subsidiary company Sevenval

GmbH allows for an automatic optimisation of stationary

content for mobile end devices and is able to react quickly

and innovatively to market innovations, for example, Apple’s

launch of its iPad in 2010.

More than 800 renowned mobile portal companies inclu-

ding Mercedes-Benz, The Coca-Cola Company, Postbank, FAZ,

T-Online, Air Berlin and WEB.DE use the mobile internet tech-

nology from YOC Group. Whilst just a few years ago, mobile

internet exclusively consisted of simple informative services

such as stock exchange information, weather and travel

information, today it offers complex interactive transaction

systems, for example, mobile banking, mobile social com-

munity networks or mobile commerce portals. In these data-

sensitive areas, particularly sophisticated technology is essen-

tial as the necessary security standards for account access,

transfers or transactions can only be guaranteed through the

combination of different technological building blocks.

The installation is frequently used by customers for secu-

rity-critical applications within the area of mobile banking.

This software product is hereby used with the existing bank

IT infrastructure and optimises access for the mobile sales

channel. High internet banking security standards are also

guaranteed on mobile internet devices using this software.

Media Segment

Mobile AdvertisingIn the mobile advertising business area, YOC Group mar-

kets the mobile internet portals and applications of media

companies, publishing groups and independent portal

operators as well as the applications for internet-enabled

end devices and generates advertising sales from these.

Throughout the course of targeted mobile marketing, YOC

works particularly closely both with media and advertising

agencies, and directly with advertising companies from the

consumer goods, services and financial industries.

YOC mobile advertising is therefore used for brands such

as The Coca-Cola Company, Mercedes-Benz, Intel, Deutsche

Bahn, Ford, SAP, Diesel, Lufthansa, Manager Magazin, Citroën,

Vodafone and BlackBerry.

It is operated on a CPM (Cost per Mille), reach and perfor-

mance basis. YOC offers its customers the complete spec-

trum of mobile marketing solutions. It currently delivers

about 5 billion mobile AdImpressions per month via its

AdNetworks. With a portfolio of more than 300 internati-

onal publishers, YOC Group has the largest premium media

network in Europe. Premium pages such as The Sun, 20

Minutes, krone.at and El Mundo are marketed at a fixed price.

Premium-based campaigns focus above all on branding

and image, but also factor in the advertiser’s awareness

targets. Today media agencies use high-profile rich media

advertising formats developed by YOC such as YOC Ad Plus

Mystery Ad for Thor


to achieve these objectives and create maximum visibility.

This mobile advertising format integrates videos, picture

galleries and 360° views and is configured for all operating

systems. Unbeatable targeting options and detailed repor-

ting methods make YOC Ad Plus a unique mobile publi-

city tool offering advertisers new opportunities to improve

emotive appeal and targeting. A number of international

customers including BlackBerry, Ford, Coca-Cola, Austrian

Airlines or SAP already use YOC Ad Plus.

The YOC Performance Network is a web-based, globally desi-

gned, self-service technology platform, which brings adver-

tisers and publishers together on the mobile internet on

the basis of a variable price system. The YOC Performance

Network is used for campaigns that aim for greater reach

and operate on a performance-related cost-per-click basis.

Affiliate Marketing YOC offers its affiliate network belboon via the organically grown

subsidiary company belboon-adbutler GmbH, which is one of

the top three affiliate networks on the German speaking market.

Many international customers such as Vodafone D2, XING, Prak-

tiker, Kraft Foods and TUI Austria trust in the network‘s techno-

logical competence and its long-standing expertise.

The affiliate network of YOC Group provides an independent

internet-based platform, which acts as a marketplace for

advertisers/merchants and sales partners (publishers/affi-

liates). In this marketplace, advertisers provide their offers

for publishers within the scope of a partner programme.

This contains for example the granted success commission

rate of the publisher for defined success with the end con-

sumer (sales or user registrations) as well as the available

advertising material. Publishers conclude contracts to par-

ticipate in these partner programmes and incorporate the

provided advertising material into their digital media mix

such as websites, newsletters or via search engine ranking

and therefore generate profit and commissions.

belboon is responsible for the financial interactions between

business partners and for the administrative technology. This

includes the tracking and classification of generated commis-

sions via tracking technologies and the provision of sophisti-

cated management and controlling platforms for advertisers

and publishers. In line with the industry standards, belboon

operates its services on a performance-related pricing model,

mainly based on generated sales and leads.

business developmentBusiness development in the Mobile Technology segment

YOC Group is present within the key markets in Europe

with offices in Germany, Austria, the United Kingdom, Spain

and France. The Group offers its Mobile Technology ser-

vices in all of these markets except for France.

The financial year 2011 was marked by the solution of ope-

rational challenges. Especially the launch of new products

lead to a delay in project handling and therefore to a slow

down of revenue recognition of the realization of earnings.

This resulted in a significant increase of order backlog.

The financial year 2011 was furthermore characterised by the

strategic reorientation of the Mobile Technology unit. Within

the scope of this process, the company discontinued or actively

terminated activities that are no longer within the core business

of the segment. We started focussing our business operations

on the implementation of larger projects with customers for

whom the Mobile channel is a strategic growth driver.

At the same time, the company has continued to boost Mobile Entertainment for Coca–Cola

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Click–to–Video Ad for Armani

recurring revenues and licence income and focused on

the development of mobile portals on the basis of the self-

developed Sevenval FIT Technology as well as the creation

of integrated mobile marketing concepts and solutions.

The company could win several well-known new customers

relying on the platforms or products of YOC Group in the finan-

cial year 2011. Examples include companies such as Panasonic,

RWE, ERGO Direkt, Zürich Airport or Apotheke zur Rose. Further-

more, existing national and international customers including

The Coca-Cola Company, Mercedes-Benz, Kraft Foods, Adam

Opel and Deutsche Post also use the mobile technology pro-

ducts offered by YOC Group. In total, more than 200 new mobile

portals on the basis of the YOC technology were implemented

on an international level by YOC Group in the financial year 2011.

The driving- forces behind this demand in the business seg-

ment Mobile Technology in the financial year 2011 particu-

larly include the increasing professionalization on part of the

customers requesting clearly more comprehensive, techno-

logically stable and reliable solutions. We were in a position

to accommodate this professionalization and implement

mature and technologically stable solutions for our custo-

mers due to the FIT Technology of our subsidiary Sevenval.

Other factors positively influencing the market and demand

in this segment are the increasing popularity of mobile

phone devices, the transfer rates due to the rising use of

UMTS as well as the rapidly increasing use of smartphones

and the ensuing more frequent use of the mobile internet.

Business development in the Media segment

Mobile AdvertisingThe innovative strength of YOC Group, its technological com-

petence as well as the uniqueness of its international marketing

network are reflected in the successful development of the

business unit Media in the financial year 2011. The number

of European-wide campaigns rose to around 1,500 in 2011.

YOC Group experienced continuous growth in terms of page

impressions and available ad impressions on marketed mobile

portals and applications in 2011. The past financial year was

also used to develop innovative advertising formats and further

strengthen the position as Europe‘s leading premium marketer.

International advertising customers such as Kraft Foods, Micro-

soft, Unilever, Carrefour, McDonald’s, Ford or Warner Brothers

rely on the mobile advertising offers of YOC and reach their

target groups via the products and technologies provided.

The study „Mobile advertising works“ (“Mobile Advertising

wirkt”) presented at dmexco in September 2011 in close coope-

ration with the media agency Mindshare Germany illustrated

that advertising budget investments in the mobile channel

pay off. The study came up with a clear result: There is a signi-

ficant increase in advertising perception, brand image and

consumer acceptance when the mobile channel is integrated

in the media mix. A unique research approach to cross-media

comparisons provides new insights to more efficient budget

allocation for advertisers in the future.

Affiliate MarketingStudies such as the OVK Online Report show that digital adver-

tising channels have already outpaced classic media such as

newspapers, magazines and the radio in terms of advertising

expenses. This development positively influenced the business

development of the affiliate marketing network belboon in

the financial year 2011. The company is currently among the

three leading performance marketing networks in the German-

speaking market and its portfolio encompasses around 1,300

partner programmes. Among the national and international

advertisers are international companies such as Vodafone,

Telefónica, Rail Europe, Jesta Digital, XING, DailyDeal, the DIY

market Praktiker, HolidayCheck or mirapodo (Otto Group).

Around 65,000 active distribution partners are registered in

the platform belboon.

A total of three topics accompanied the positive development

of the affiliate network in the financial year 2011: the expansion

of the competent staff, the technological further development

and the stronger expansion of business activities in English and

French-speaking countries. The latest developments of belboon

include the clear graphic display of key performance indicators

for publishers enabling them to boost their sales in a specific way.


Permanent employees

Total number of employees

Freelancer and other

31.12.2010

31.12.2011

Human Resources Development of YOC Group

35

232

267

32

187

219

Internationalisation YOC Group was able to further strengthen its position on the

European market in the financial year 2011. This is thanks to the

company‘s strong presence on Europe‘s core markets, its broad

range of products in the business segments Mobile Technology

and Media as well as its many years of market expertise. The

company has offices in Berlin (head quarters) and Cologne, and

four branch offices outside Germany in the United Kingdom

(London), Spain (Madrid), Austria (Vienna) and also in France

(Paris) through its subsidiary MobilADdict SAS since the first

quarter of 2011.

Its subsidiary belboon-adbutler GmbH also focussed on the

continued expansion of international business activities in the

financial year 2011. The company continuously pursues the

safeguarding of corporate growth within YOC Group by means

of increasing its range of action in Germany, Austria, Switzer-

land and France - based on the increasing market requirements

in the online and mobile market.

Accordingly, foreign revenues of YOC Group also showed a posi-

tive development: The percentage of revenues generated out-

side the domestic German market rose to 46% in the financial

year (2010: 29%). The company is the leading provider in the

Mobile Technology and Media market, and its strong internati-

onal position means it is well-equipped to meet customers‘ gro-

wing demand for international and crossborder mobile services.

PersonnelAs of 31 December 2011, YOC Group had 232 permanent staff.

This is an increase of around 20% against last year (2010: 187

permanent staff), which is partly due to the expansion of inter-

national business and the increasing business volume.

In the Mobile Technology and Media market, the expert know-

ledge of our employees is paramount. In this highly innovative

field of business, continuous further training of our employees

is essential in order to meet the ever-increasing requirements

of the industry and our clients.

The first step in this process is the recruiting and employment

of exceptionally talented individuals. Therefore, careful selection

in the recruitment process is indispensable. Due to increased

competition, finding suitable employees was also a challenge

in the financial year 2011. There is evidence to suggest that the

race for top talents will also be continued in the financial year

2012. Therefore, YOC Group also endeavours to counteract this

effect and retain its employees within the company in the future.

YOC Group awards the performance, commitment and desire

of its employees to achieve innovative solutions by trusting

them and granting them considerable leeway in structuring

their work as well as offering internal and external training

opportunities and holding regular events.

Outlook business development Due to the consistent implementation of the strategic focus-

sing on the business units Mobile Technology and Media,

YOC Group laid the groundwork for dynamic growth in the

financial year 2011 and therefore expects a positive develop-

ment of the company.

Further development of the IT infrastruc-ture and technological integrationYOC has a high-performance IT system landscape and YOC-

developed software products that can be used for mobile

and internet-based services. The underlying technology plat-

forms were developed entirely by YOC and are very flexible,

powerful, reliable and scalable. They have numerous inter-

faces that enable the integration of networked multi-media

applications. YOC has its own IT departments for the support

and further development of the software (e.g. FIT Technology).

Of all the different technologies used by YOC, the following

are of particular importance:

With the Sevenval FIT Technology, YOC developed its own

software platform that links the varying technologies to create

individual solutions for every mobile marketing campaign that

are specific to the target group in question and its media use.

In line with the rapid technological developments, the focus of

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its activities has increasingly shifted in recent years from the

conception and creative design of marketing concepts and the

technological implementation and support of mobile marke-

ting measures, to providing a full service. Technologies such as

mobile advertising, SEM/SEO, QR codes and augmented reality

have made a particular contribution to this end.

In the mobile internet segment it is also the FIT Technology

which is mainly used, and on the foundation of which statio-

nary websites can be automatically transformed into mobile

websites. YOC‘s technology platform now also includes a con-

tent management system (CMS) for the operation of internet

portals, which can be used to quickly and easily implement por-

tals, microsites and landing pages as part of mobile marketing

and mobile internet campaigns. YOC Group‘s device database

that is updated on a daily basis ensures the best representation

of WAP portals possible on a huge number of commonly-used

mobile end devices. This database is also used for MMS and

text message-based mobile marketing projects.

The YOC-developed mobile AdServing technology was launched

by YOC Group in early 2007. This technology platform encom-

passes all functions implemented in online advertising platforms

such as campaign management, content management, multi-

client capabilities and extensive reporting features and possibi-

lities. This mobile advertising technology also makes it possible

to directly address target groups taking into consideration users‘

different mobile handsets and/or mobile phone operators. The

mobile range network YOC Performance Network (formerly

ubiyoo) was launched at the beginning of 2010. It functions on a

global basis and is also based on the AdServing technology. This

technological platform also offers specific targeting options by

country, channel, mobile service provider and device, weekday

or time of day as well as flexible pricing models.

So-called Software Developer Kits were also made available to

developers of mobile applications, through which the YOC Per-

formance Network system can be used as a monetary assess-

ment module. This high-performance technology is supple-

mented with a Self-Service Booking platform which enables the

clients to manage their own campaigns and also guarantees a

top scalability of this long tail business field.

The affiliate marketing network belboon is among the leading

affiliate marketing networks in Europe. The latest second gene-

ration network technology guarantees successful multi-channel

online and mobile performance advertising. Alongside the

market-leading standard of the network platform, belboon has

the latest tracking technology in order to reliably measure sales.

The success of the publisher is guaranteed through the combi-

nation of fingerprint, session, cookie, post-view and flash tracking.

We have also created a flexible interface structure that makes it

easier to link up external systems. It is used for example to send

user data generated via contests directly to the CRM systems

of the customers. This platform can also be used to sell mobile

contents via mobile websites. The integrated billing interface

enables billing via the user‘s mobile phone bill.

The individual software modules are developed by YOC Group

developers with modern, data-based systems on the basis of

object-oriented programming languages using the service-

orientated architecture (SOA).

The database and application servers used by YOC are set

up at the offices in Berlin and Cologne and managed by the

YOC IT department. To ensure security, there are also other

servers, which are located in electronic data processing centres

certified by the German Technical Inspection Service (TÜV)

managed by YOC and hosted by external service providers. To

avoid disruption of service due to hardware failure, system and

network reserve capacity is available. To prevent unauthorised

persons from accessing the systems of YOC Group or third

party data, we installed firewall systems, encrypted protocols

and access rights management at critical points. Critical data is

also duplicated in backup systems and backed up at different

geographical locations.


Development of profit Revenues trend and overall performanceIn 2011 YOC Group continued the focussing on and fur-

ther development of the core business. Delays in the deli-

very of newly-developed products led to a clear slowing-

down of revenue recognition in the Mobile Technology

segment as well as a strongly increased order backlog.

YOC Group continued steadily along its growth path in

the Media segment. At the same time, the company red-

uced or discontinued side activities that are no longer

part of the core business. Against this background, YOC

Group‘s revenues rose by 9% from EUR 30.5 million to

EUR 33.3 million in the period under report. While the

core business grew by a total of 15% despite the delivery

bottlenecks, discontinued side activities led to a corre-

sponding drop in revenues.

Due to own work capitalised in the form of in-house

developed software amounting to EUR 1.4 million as well

as other operating income amounting to EUR 0.4 million,

our total output in financial year 2011 was increased by

10% from EUR 31.9 million to EUR 35.0 million.

Revenues by segmentWithin the scope of the business reorientation we segmented

our business units into Mobile Technology and Media. The-

refore, we reported according to the new, more transparent

structure for the first time in the financial year 2011. The

comparative figures of the same period in the previous year

were also stated in the new structure for comparability.

The Mobile Technology segment reported revenues of EUR

13.0 million in the financial year 2011. This corresponds to a

39% share of total revenues of YOC Group. In the previous

year the share of total group revenue amounted to EUR 18.7

million and 61%. Revenues in this segment went down as

we expected as we reduced or discontinued, respectively,

activities, which are not scalable in the long term, as well as

side activities of this business segment. With the manufac-

turing, distribution or licensing as well as implementation

of innovative products and platforms on the basis of the

constantly further developed basic technologies of the com-

pany, the business segment Mobile Technology focuses

on the development of its basis technology Sevenval FIT.

Furthermore, the introduction of new products such as

the YOC Smart Web App led to significantly longer project

durations in the current financial year and, consequently,

to a delayed revenue recognition depending on the project

progress. Accordingly, a high order backlog amounting to

around EUR 2.4 million was the result as of 31 December

2011. It will also be reflected in the revenues figures for the

coming periods.

The business segment Media saw accelerated growth

amounting to 73% in the period under report. Due to the

increase in revenues from EUR 11.8 million to EUR 20.3

million the share of total turnover was 61% in the period

under report, while it amounted to 39% in the same period

of the previous year. All product areas of the Media segment

contributed to this strong development: The YOC Media

Network for premium mobile advertising (+89%), the YOC

Performance Network for range and performance mobile

advertising (+570%) as well as the Affiliate Marketing Net-

work belboon (+26%). Revenues rose by EUR 2.0 million

due to the completed acquisition of the now wholly-owned

French subsidiary MobilADict SAS in March 2011. Organic

growth in the business segment Media amounted to 56%

adjusted by this effect.

Revenues by regionYOC Group steadily continued its international growth

course. International revenues increased by 73% from

EUR 8.9 million to EUR 15.5 million in the period under

report. The share of international revenues amounted to

46% (previous year: 29%). EUR 2.0 million of this revenue

development is attributed to the acquisition of MobilA-

Dict SAS in March 2011.

Distribution of revenues 2011 by business units in %

39% Mobile Technology

61% Media

Mobile Technology

Media

Revenues by business units in m EUR

11.8

20.3

18.7

13

20102011

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UK remains the most important international market with a

share of EUR 6.7 million in revenues. France (EUR 2.5 million),

Austria (EUR 1.5 million), Spain (EUR 1.4 million), Switzerland

(EUR 1 million) and the USA (EUR 0.8 million) are also impor-

tant markets. Revenues totalling EUR 1.5 million were gene-

rated in the other foreign markets comprising mainly Belgium,

Italy and the Netherlands.

Revenues in the domestic market Germany dropped from

EUR 21.5 million to EUR 17.9 million in comparison with the

previous year. Thus, the share of total revenues amounted to

54% (previous year: 71%). The decline in the domestic market

is due to the reduction of side activities and discontinuation

of areas in the Mobile Technology segment that no longer

form part of the core business within the scope of strategic

focussing. Furthermore, the delay in revenue recognition due

to longer project durations in the segment is reflected in our

figures.

Gross incomeCompared to the increase in revenues, expenses for goods

and services received increased disproportionately by 33%

to EUR 17.0 million. This development can be ascribed to the

strong increase in the business segment Media, which gene-

rates lower contribution margins due to its business nature.

Hence the gross profit margin of the company as a whole

dropped from 60% to 52% compared with the same period

in the previous year.

Personnel expenses and personnel developmentThe expansion of business in the core segments led to a

consistent increase in the number of YOC Group employees

in the financial year 2011. Compared to the previous year,

the average number of group employees rose by 34 to 214

(without Management Board members, trainees and freelan-

cers) due to internal and external growth. As of 31 December

2011, YOC Group had 232 permanent staff.

Due to the increase in staff as well as severance payments in

connection with the reduction of side activities amounting to

around EUR 0.5 million, personnel costs also rose by EUR 3.3

million to a total of EUR 14.6 million in 2011. The personnel cost

ratio, which sets the personnel costs in relation to total output,

increased from 35% to 42% compared to the same period

last year. Particularly the delays in revenue recognition due

to longer project lead times led to this strong increase of the

personnel cost ratio as the personnel expenses were incurred

irrespective of the degree of project completion.

This also reflects investments in employee development

required for the further international expansion, the stepping

up distribution activities, the further and new development of

our technological platforms and products. YOC Group pursues

its international expansion strategy and prepares for a rapidly

growing market in order to seize future opportunities in this

respect.

Other operating expensesOther operating expenses increased to EUR 6.5 million com-

pared to EUR 5 million in the previous year. This is mainly due

to the increase of agency commissions by EUR 0.7 million

incurred in connection with the growing business volume

of the Media segment. EUR 0.4 million were attributed to

one-off expenses in connection with the strategic reorien-

tation; further one-off expenses were incurred due to inci-

dental expenses related to the acquisition of MobilADdict SAS

amounting to EUR 0.1 million as well as EUR 0.1 million in costs

in connection with the tax audit carried out in 2011. Allowance

for doubtful accounts or bad debt losses amounted to EUR

0.3 million in the period under report. The other operating

expenses ratio, which sets other operating expenses in rela-

tion to total output, amounted to 19% (previous year: 16%).

EBITDAEarnings before interest, tax, depreciation and amortisation

amounted to EUR -3.0 million in the period under report (previous

year: EUR 2.8 million). Particularly in the third quarter of 2011, delays

in the revenue recognition led to an operating loss. Furthermore,

one-off expenses relating to personnel and other operational

expenses were reflected in terms of revenues and earnings.

In the Mobile Technology segment, EBITDA fell from EUR 5.0

million in the financial year 2010 to EUR -0.4 million as of 31.

December 2011. This development is mainly due to the delays

in revenue recognition and the discontinuation of side activities,

investments in the personnel development as well as aforementi-

Turnover by regions (in m EUR) 2011 2010

Germany 17.9 21.5

Great Britain 6.7 3.8

Austria 1.5 1.5

Spain 1.4 1.1

Zwisterland 1.0 0.8

USA 0.8 0.6

France 2.5 0.3

Other 1.5 0.9

Total 33.3 30.5

Personnel expenses (in kEUR) 2011 2010

Personnel expenses 14.562 11.284

Other operating expenses (in kEUR) 2011 2010

ooe 6.491 5.049


oned one-off expenses in the period under reporting. EBITDA in

the Media segment rose from EUR 1-0 million to EUR 1.5 million in

the period under report and reflects the growing business volume.

EBITA (EBIT before purchase price allocations)Earnings before interest, taxes and amortisation of purchase

price allocations (EBITA) went down to EUR -5.0 million in the

financial year 2011 compared to EUR 2.1 million in the previous

year. Impairment amounting to EUR 4.7 million incurred in the

third quarter of 2011 in connection with the discontinuation of

side activities. Within the scope of focussing on the core busi-

ness, these activities are discontinued and abandoned in the

short term. Intangible assets connected with these segments

such as good will, customer bases, brand names as well as

software were fully impaired in this respect.

EBIT Due to the impairment of the abovementioned intangible

assets as well as the negative business performance in the

Mobile Technology segment EBIT decreased to EUR -9.4 mil-

lion in the period under report (previous year: EUR 1.5 Mio).

Financial resultThe financial result amounted to EUR -0.2 million in the

financial year 2011 and was slightly better than in the pre-

vious year (EUR -0.3 million). Interest income amounting

to EUR 0.2 million mainly encompassed income from the

valuation of the interest-rate swaps as of 31 December

2011. This has to be offset against interest expenses

amounting to EUR 0.4 million which are mainly caused by

interest expenses for loans used to finance acquisitions.

Earnings before taxEarnings before tax (EBT) amounted to EUR -9.7 million

(previous year: EUR 1.2 million) in the period under report.

Net incomeNet income amounted to EUR -7.9 million (previous year: EUR

0.7 million) in the financial year 2011. The positive income tax

effect of EUR 1.8 Mio. Is mainly attributable to the capitaliza-

tion of tax loss carry-forwards and the decrease of deferred

tax liabilities due to the impairment of intangible assets.

EBITDA (in kEUR) 2011 2010

EBITDA -3.004 2.819

EBITDA by segments (in kEUR) 20102011

Mobile Technology

Media

-439

5,044

973

1,460

Earnings before tax (in kEUR) 2011 2010

EBT -9,669 1.168

Financial result (in kEUR) 2011 2010

Interest income 187 103

Interest expenses 422 430

Financial result -235 -327

Net income (in kEUR) 2011 2010

Net income -7,881 671

Development of the financial position and net assetsFinancial position and net assetsYOC Group‘s total assets fell by 8% compared to the finan-

cial year 2010 and amounted to EUR 30.6 million as of 31

December 2011. The decline in total assets mainly reflects the

impairment of intangible assets and goodwill as well as the

decline in liquidity due to the focussing on the core business.

Non-current assetsAs of 31 December 2011, non-current assets amounted to

EUR 20.1 million and therefore only insignificantly changed

compared to the previous year (EUR 20.4 million). Within the

scope of continuously focussing on the core business, YOC

Group decided to discontinue or abandon side activities.

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Thus, the goodwill on investments was reduced by EUR 1.8

million in the financial year 2011. The capitalisation of good-

will in connection with the acquisition of MobilADdict SAS

amounting to EUR 1.4 million had an opposite effect.

Intangible assets amounted to EUR 7.2 million as of 31

December 2011. A reduction amounting to EUR 2.3 million

was carried out by the impairment of capitalised customer

bases, capitalised brands and self-developed software solu-

tions due to the termination of side activities and focussing

on the core business. The capitalisation of self-developed

software solutions amounting to EUR 1.4 million as of 31

December 2011 had an opposite effect.

Deferred taxes assets mainly contain capitalised loss carry-

forwards as well as temporary differences due to valuation

differences amounting to EUR 1.1 million.

Property, plant and equipment was increased by EUR 0.4

million to EUR 1.2 million. This mainly includes the purchase

of computers and accessories (EUR 0.3 million), office furni-

ture (EUR 0.1 million) as well as low-value fixed assets (EUR

0.1 million). Scheduled depreciation had an opposite effect.

Current assetsCurrent assets amounted to EUR 10.5 million on the balance

sheet date and declined by EUR 2.4 million as compared to

the previous year. The decline can mainly be attributed to

the decrease in cash and cash equivalents which fell by EUR

3.6 million to EUR 1.6 million.

Investments in self-developed software led to a cash out-

flow of EUR 1.4 million in the financial year 2011. Moreover,

expenses were incurred for investments in the acquisition of

the French MobilADdict SAS amounting to EUR 0.8 million

as well as cash outflows within the scope of fulfilling variable

purchase price components in connection with the acquisi-

tions of the previous financial years amounting to EUR 0.2

million. Loan liabilities totalling EUR 2.7 million were repaid

as scheduled. Due to the growing business volume trade

receivables increased by EUR 1.2 million to a total of EUR 8.6

million. The accompanying measures as part of our Working

Capital Management counteracted this development.

Other items under current assets amounting to EUR 0.4

million comprise securities, pre-payments made, tax assets

and other assets which only insignificantly changed in com-

parison to the previous year.

Equity The equity of YOC Group amounted to EUR 11.0 million (pre-

vious year: EUR 17.2 million) as of 31 December 2011. This corre-

sponds to an equity ratio of 36% (previous year: 52%).

The drop can particularly be attributed to the reduction of reta-

ined earnings due to the allocation of the net loss for the year

amounting to EUR 7.9 million. Opposite effects resulted from

the capital increase due to the issue of 28,000 new shares

with a nominal price of EUR 1 per share in May 2011 and the

related increase of additional paid-in capital by EUR 1.0 million.

The representation of the Management Incentive Programme

also had an increasing effect on additional paid-in capital.

The currency translations of the financial statements of the Bri-

tish subsidiaries into Euro led to other comprehensive income

which also slightly increased equity. The balance sheet item

„own shares“ was increased by EUR 0.2 million compared to

the previous year due to the issue of shares as purchase price

components from the acquisitions of MobilADdict SAS and

YOC Spain, S.L. (formerly Mobile Interactive Advertising Media,

S.L.), which was purchased in the financial year 2009.

Non-current liabilitiesIn a year-on-year comparison, non-current liabilities of YOC

Group fell from EUR 2.9 million to EUR 0.9 million as of 31

December 2011. It is to be considered that YOC Group did

not fulfil the financial covenants of the lending bank as of

31 December 2011. As the lender declared its waiver of the

right of termination resulting from the breach of the financial

Non-current Assets (in kEUR) 2011 2010

Property, plant and equipment 1.176 769

Goodwill 10.648 11.359

Intagible assets 7.175 8.253

Investments 0 1

Deferred tax assets 1.071 0

Total 20.070 20.382

Current Assets (in kEUR) 2011 2010

Prepayments made 140 106

Trade receivables 8.606 7.433

Other assets 174 156

Tax assets 15 23

Securities 27 13

Cash and cash equivalents 1.571 5.175

Total 10.533 12.906

Equity (in kEUR) 2011 2010

Subscribed capital 1.915 1.887

Additional paid-in capital 15.014 13.559

Retained earnings -5.956 1.926

Currency translation 58 47

Own shares -50 -263

Total 10.981 17.156


covenants only after the balance sheet date in writing -

however, before the disclosure of the consolidated financial

statements - non-current liabilities to financial institutions

amounting to EUR 1.7 million are disclosed in current liabilities

as of 31 December 2011. Further information, especially

regarding the remaining terms, is included in the liabilities

section of the notes to the consolidated financial statements.

Other non-current liabilities fell from EUR 0.6 million to EUR

0.2 million. Due to the depreciation of self-developed software

capitalised in accordance with IFRS, deferred tax liabilities

fell by EUR 0.4 million to EUR 0.6 million. On the balance

sheet date, deferred tax liabilities included the remaining

differences from the capitalisation of self-developed software

as well as tax effects from customer bases capitalised in

subsidiaries.

Other liabilities amounting to EUR 0.1 million on the balance

sheet date had a lower influence on the increase of non-current

liabilities.

Current liabilitiesCurrent liabilities rose by 52% to EUR 18.7 million in the finan-

cial year 2011. They include EUR 3.1 million from loan liabilities

reduced by repayments amounting to EUR 2.7 million in the

reporting period. The company borrowed EUR 1 million for the

financing of the acquisition of MobilADdict SAS. In addition

to the aforementioned adjusted allocation of loan liabilities,

the increase of current liabilities particularly resulted from the

increase of trade liabilities from EUR 2.5 million to EUR 4.4

million. The growing business volume in the Media segment

was the main reason for this development.

The increase of other liabilities by EUR 4.6 million to EUR

6.6 million primarily resulted from the increase of liabilities

for outstanding purchase invoices due to the overall higher

business volume.

Other current financial liabilities included EUR 1.1 million

from the recognition of liabilities from the application of the

percentage-of-completion method in the Mobile Technology

segment which increased due to the slower project handling

along with a higher project complexity as of 31 December

2011. Furthermore, EUR 0.1 million were attributed to interest-

rate swaps.

Investments (without company acquisitions) In the financial year 2011, additions to investments amounted

to EUR 1.9 million. Around EUR 0.5 million accounted for

investments in property, plant and equipment and EUR 0.1

million for investments in intangible assets. In the previous

year, YOC Group invested EUR 0.3 million in property, plant

and equipment and EUR 0.1 million in intangible assets.

Moreover, YOC Group capitalised EUR 1.4 million for deve-

lopment expenses, particularly for the creation of software

in the Mobile Technology segment.

Cash FlowOn the balance sheet date, YOC Group‘s cash and cash

equivalents amounted EUR 1.6 million. Thus, the decline in

liquidity amounted to EUR 3.6 million in comparison to the

previous year. The cash outflow is particularly due to the

repayment of loan liabilities to credit institutes amounting to

EUR 2.7 million. Taking up a bank loan amounting to EUR 1

million for the financing of the acquisition of MobilADdict SAS

had an opposite effect. Thus, the cash outflow of YOC Group

resulting from financing activities totalled EUR 1.8 million.

The cash flow from investment activities amounted to EUR -2.9

million in the reporting period, which were mainly attributed

to investments in self-developed software within the scope of

the further development or new development of existing plat-

forms and solutions amounting to EUR 1.4 million. Furthermore,

EUR 1 million was attributed to the purchase price component

for the acquisition of MobilADdict SAS and EUR 0.5 million to

investments in property, plant and equipment.

The operating cash flow amounted to EUR 0.7 million in

the financial year 2011. In addition to the increased business

activities, the working capital management programme

already introduced group-wide in the financial year 2010

led to an improvement of the operating cash flow. We still

particularly focus on the management of trade receivables

and trade payables as well as the establishment of a cen-

tral purchasing department in order to achieve purchasing

synergies and optimise payment conditions.

Non-current liabilities (in kEUR) 2011 2010

Provisions 40 33

Loans 0 2.215

Other liabilities 103 0

Other financial liabilities 213 600

Daferred tax liabilities 588 972

Total 944 3.820

Current liabilities (in kEUR) 2011 2010

Prepayments received 2.328 2.014

Trade liabilities 4.379 2.496

Loans 3.126 2.618

Other liabilities 6.646 4.596

Other financial liabilities 1.781 424

Tax liabilities 257 102

Provisions 161 62

Total 18.678 12.312

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Financial managementYOC Group has a credit line of EUR 1.0 million at its disposal that

was not utilised as of the balance sheet date on 31 December

2011. The available liquidity is invested in time deposits, both

lifespan and interest-optimised.

Research and developmentExpenses for the research and development of new products or

technological innovations totalled EUR 2.0 million in the financial

year 2011 (previous year: EUR 1.6 million). Of this amount, EUR

1.4 million was accounted for by developments in the Mobile

Technology segment and EUR 0.6 million in the Media segment.

Summary of the results of operations, financial position and net assetsAt the time of the generation of the management report, the

group‘s net assets, financial position and results of opera-

tions show that YOC Group holds a solid economic position.

forecast reportEconomic framework conditionsThere was a strong deterioration in the German and Euro-

pean economy’s rate of recovery at the end of the financial

year 2011. This is due to high debt levels in many industrial

nations leading to consumer fears and uncertainty persisting

in the global economy (IFO Institute for Economic Research).

According to the figures released by the Federal Statistics

Office, German GDP rose by 3% in the financial year 2011 on

a year-to-year basis. Growth was driven by domestic demand.

The overall economic situation in Germany and the Euro area is

expected to develop greater stability in the financial year 2012.

The outlook for the global economy seems to be brightening.

The German Institute for Economic Research (DIW) expects

the German economy to show signs of strong recovery in

the financial year 2012. The IFO Institute expects domestic

demand in Germany to increase in the second half of 2012

resulting from rising consumer confidence, which should help

households overcome their reticence to spend - similar to the

situation in the fourth quarter of 2011. In view of the sovereign

debt crisis in Europe, however, Germany and the Euro area are

not expected to see strong growth rates in the first half of 2012.

Mobile TechnologyBy the end of 2011 more than 60% of the world’s population

owned a mobile device (Mobile Web Watch 2011, Accenture

2011). According to Google’s/BVDW’s Mobile Research Report

(2011), 10 million smartphones were sold in 2011, which is an

increase of 36% compared to the previous year. This means

that in many countries mobile users have more than just

one device. Smartphones and tablets with 3G standard have

conquered the market and are key to the success of the

mobile internet. The number of mobile internet users in Ger-

many is expected to rise to 35 million people by 2014. Accor-

ding to the AGOF mobile facts study, 16.5 million people in

Germany used the mobile internet regularly in 2011. In spite

of the subdued global economic outlook, we expect the

mobile technology market to have enormous growth poten-

tial to benefit YOC Group.

The LTE mobile phone standard (Long Term Evolution) will facili-

tate a paradigm shift from a language-oriented to a data packet-

optimised mobile phone network. Higher data rates and lower loa-

ding times will improve the usability of mobile surfing significantly.

Particularly data-intensive services such as multiplay gaming and

video as well as audio streaming benefit from this development

as large data volumes can be delivered to mobile end devices in

real time. LTE also offers several advantages to network operators:

With higher bandwidths and lower costs, LTE is clearly more effi-

cient than 3G (Mobile Compass 2011/2012, BVDW, 2011).

The focus on the FIT Technology developed by YOC’s subsi-

diary Sevenval will continue to enable YOC to offer customers

the desired and ever more comprehensive products and solu-

tions based on this reliable and technically stable enabling

technology. Other assets are our long-standing expertise in

product development and our deepening international net-

work relations with customers, partners, and agencies.

MediaAccording to Nielsen Research, the gross advertising market of

above the line media in Germany increased by 3.5% to reach

EUR 25.8 billion in 2011 on a year-to-year basis. With 23% rising

to EUR 2.9 billion, online advertising has seen significantly

stronger growth than the total advertising market. We expect

the digital online and mobile advertising market to achieve

disproportionate growth in the financial year 2012 due to a

continuous shift in advertising budgets towards digital media

and upcoming mega events such as the Euro 2012 in Poland

and the Ukraine as well as the London Summer Olympics.

The monitoring report “Deutschland Digital 2011” published

by the Federal Ministry of Economics and Technology has

confirmed that with the growing use of mobile data services


“mobile” has been incorporated more fully into the communi-

cation mix of advertisers The use of attention-grabbing special

advertising formats such as innovative rich-media advertising

formats that clearly stand out from standardised banners due

to their multimediality and interactivity also boost the success of

mobile campaigns (MAC Mobile-Report 2011/2012, BVDW, 2011).

Focussing on the two networks YOC Media Network and

YOC Performance Network will help create further synergies

within the Mobile Advertising product segment. YOC Group

will consistently continue its international expansion to benefit

from the opportunities presented by the development in the

mobile advertising market.

In the coming financial years, the growing digitalisation of the

advertising market will also serve as an advantage to the Affi-

liate Marketing product segment. Germany is expected to see

a rise in gross advertising volume by 11% to reach EUR 6.3

million in 2012 (OVK 2012). According to PricewaterhouseCoo-

pers, 2012 was the first year in which online advertising volume

in Germany exceeded that of print and TV advertising. PwC

estimates that Germany will see annual growth in industry

revenues of 2.9% reaching a total of EUR 68 billion in the years

before 2015, with the share of online advertising amounting to

33%. YOC Group also continues its efforts in constantly expan-

ding its affiliate network, developing new platform features and

acquiring new exclusive partner programmes.

OutlookWe estimate sales revenues to increase in total in both seg-

ments, Mobile Technology and Media, in the two coming

financial years. Accelerated market growth and our market

position make us expect disproportionate growth in the Media

segment. Investments are planned to further develop innova-

tive technologies and products as well as promote internati-

onalisation. We expect a positive operating result for 2012 at

group level and in both operating segments. We estimate that

the operating result will increase further in the subsequent

year due to our strategic focus on our core business.

Principles of risk and opportunity managementYOC Group is an internationally oriented service provider opera-

ting in a dynamic market, which naturally involves company and

sector-specific as well as fiscal risks. Such risks may arise from the

Group’s own entrepreneurial action or from external factors. YOC

Group has taken appropriate measures in order to detect and

reduce potential risks in good time. For this purpose, a correspon-

ding risk management system was set up – within the framework

of this system, risks are regularly recorded, evaluated and, if neces-

sary, continually monitored through a group-wide risk inventory.

YOC Group’s risk policy, which was established by the Manage-

ment Board, has not changed and is a component of the com-

pany policy seeking to achieve sustainable growth, the increase

of the company value as well as the long-term guarantee of the

Group’s continued existence. To do this, necessary risks have

been consciously taken on in awareness of the risk/return ratio

in order to make use of market opportunities and to be able to

exploit the generated potential for success.

YOC Group has installed a risk management system with

corresponding surveillance and control systems in order

to monitor and control these risks. The key element of this

system is a detailed management reporting, which will be

continuously monitored and developed. It uses key opera-

tional and financial performance indicators to refer to the

identified areas of risk. Due to having anticipatory risk control-

ling as a part of the internal control system, risks and oppor-

tunities can be detected and evaluated early in order to thus

be able to promptly react to these to an appropriate extent

and to guarantee efficient control for the company’s success.

The measures concerned within the scope of risk control are

implemented within the operating units.

The appropriateness of the methods and processes of risk

management for the identification, evaluation, control, moni-

toring and communication of risks are regularly inspected

Opportunities and risk report

Formal Risk management procedure

Risk management/Central departmentrecords and outlines theur respective risks

Central controlling departmentsystemizes the risk and compiles the provisional risk situation

Those responsible for the segmentsevaluate the risks in the current situation

Management Boardadvises and passes measures

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Risk management

risk management

risk management risk m

anagem

ent

risk m

anagement

WorkingCapitalManagement

ERP assisted forcastingsystem

Staff planning

IT-Security

Audit of offers Scrutiny ofcontracts

Liquidity management

Debtsmanagement

Market monitoring

Insurance cover

and adjusted to internal and external developments. Neither

during the 2011 financial year nor at its end have any par-

ticular risks become apparent within the context of regular

risk reporting which would have jeopardised the continued

existence of the company.

Market risks and risks of competitionYOC Group acts in a dynamic, developing market. This envi-

ronment requires highly flexible processes and structures.

Unexpected developments in market and competition con-

ditions as well as changes, such as the market appearance

of a new competitor, for example, count among the risks

which YOC Group prevents through constant and precise

market and company monitoring. The detection and tracing

of trends and new developments are mainly guaranteed by

the market research department and the business deve-

lopment department. Transparent and rapid decision struc-

tures enable, if necessary, immediate reactions and suitable

measures for risk limitation. Customer loyalty measures as

well as technical and creative strength in the improvement

and further development of the product portfolio further

strengthen YOC Group’s market position. New product deve-

lopments could, however, prove not to be marketable in the

long-term, thus rendering existing investments unprofitable.

Changes in economic factors may also have an impact on

the development of YOC Group because of decreased orders,

particularly in the advertising sector. However, given its wide-

ranging offer of products and services as well as its diversified

client base, YOC Group is in an outstanding position, so that

the risk of a decrease in turnover as a result of overall eco-

nomic factors can be estimated as low.

Moreover, YOC Group‘s leading market position provides a lot

of room for manoeuvre and a comfortable negotiating posi-

tion concerning suppliers and clients when it comes to issues

concerning market and competition policy. The constant

improvement of the cost structure is also decisive in compe-

tition. For this purpose, additional measures were developed

and implemented. Keeping costs variable is, as always, con-

sidered to be extremely important and vital in competition.

Risks from acquisitionsDue to the company acquisitions of the past four financial

years, the expected synergy effects have already occurred

extensively. These synergy potentials are to be further

expanded next year and should be fully used. In the course

of this, there is the risk that the synergy potentials will not

reach the planned amounts and subsidiary companies will not

achieve the proposed yield on turnover.

The conducted acquisitions of subsidiary companies did not

only constitute financial risks, but also involved challenges to

the organisational consolidation of the companies. We have

focused on the different company structures and the arran-

gement of organisational interdependencies so that synergies

can ultimately be used optimally.

Technological risksYOC Group’s business processes are mainly based on

modern technologies in the mobile communication and

internet sector. In order to ensure that these business pro-

cesses, which are, for the most part, also automated, run

securely and efficiently, YOC Group pursues a uniform IT

strategy which involves constant monitoring and further

development of the IT systems. The arrangements for infor-

mation security encompass, for example, the group-wide

implementation of encryption mechanisms, firewalls and

virus scanners. Precautionary measures to protect against

the breakdown of technical equipment were taken by the

parallel operation of technical applications so that the pro-

cessing of client orders takes place smoothly at all times.

Furthermore, back-up systems protect the database against

possible loss of data and guarantee consistent availability.

If technological innovations are not consistently promoted

by manufacturers, infrastructure suppliers and their tech-

nology partners, this could negatively affect the growth

of the company. Substitutes or products from competi-

tors could negatively impact the competitive position of

YOC. If required, business-specific company developments

through qualified internal and external specialists will the-

refore be created. Concerning the selection of IT systems,

YOC Group predominantly chooses sector-specific stan-

dard software from renowned providers.


Financial and treasury risksThe core function of YOC Group’s treasury is the guarantee

of liquidity at all times. The risk of bad debt is counteracted

through strict accounts management which is aligned towards

the monitoring of the age distribution of accounts and the

management of dubious accounts. Accounts are preferably

issued in the currency used by the corporation (EUR). Cash

flows in foreign currencies are therefore only in a compara-

tively low amount and thus only constitute a low risk resul-

ting from possible currency fluctuations. For the reduction of

cash flow-relevant risks of changes in interest, derivative fiscal

instruments (interest rate swaps) are used. The guarantee

of interest provides for the reduction of costs resulting from

interest while simultaneously minimising the volatility of the

interest expense.

Furthermore, the specified measures also provide for the mini-

misation of the risk of liquidity which is also limited by perma-

nent liquidity management. In addition, the liquidity manage-

ment assists the control of risks resulting from fluctuations in

cash flows through ongoing and predictive monitoring.

The stock of liquid resources as well as bank loans are used to

finance the corporation. As in the previous years, YOC Group

prefers financing through its own capital. In this process, the

company always takes care to ensure the group’s ability to

finance itself at all times. Control takes place using operating

numbers, amongst other things, which provide information on

the company‘s capital structure.

Legal risks and liability risksTo prevent legal risks, important legal transactions are exa-

mined through the engagement of external lawyers. Thanks

to extensive insurance cover which is subject to ongoing

examination, YOC Group is secured against cases of loss

and a possible risk of liability. The concluded Directors & Offi-

cers Liability Insurance provides for the safeguarding of the

management against possible financial losses which affect

the company. In the 2011 financial year, neither YOC Group nor

one of its subsidiary companies were involved in an ongoing

or foreseeable lawsuit or arbitration procedure which could

have an influence on the corporation‘s economic position. In

addition, no negative development is expected for the coming

financial year. Legal restrictions made by legislators, such as

the change in the data protection law, for example, could have

a negative influence on the business activity of YOC Group.

At the time of preparing the financial statements, there is no

information concerning changes to the law planned for the

foreseeable future that might be relevant to YOC Group.

Personnel risksThe implementation of business goals is conducted by highly-

qualified employees in all sectors. The lasting engagement of

a sufficient number of qualified employees in the company

is necessary for further business development. Measures for

staff development and a performance-related remuneration

system form the basis of gaining and retaining employees.

Successfully operating training and further education mea-

sures also guarantee that several key members of staff work

in each company segment. Defined rules on replacement

and succession ensure the safeguarding of business proce-

dures and decision-making processes. The risk of staff shor-

tages are reduced through corporation-wide staff planning

and specific staff marketing measures. Employees who work

with confidential information are obligated to adhere to the

corresponding regulations and are to deal with confidential

information in a responsible manner.

Planning risksForecasts for revenues and expenses involve planning risks.

The budgeting process is further improved on the basis of

professional controlling with the objective of generating reliable

and achievable plan figures. Thus the internal calculation and

forecast system was additionally aligned to the interests of the

sales department using the means of marketable software.

A regular EDP-assisted examination of individual projects is

carried out: Should these controls show that a project cannot

achieve the planned turnover or amount covered, necessary

countermeasures are immediately initiated. Moreover, the

target-performance comparison is used for the project and

business sector-related deviation analysis of the estimated

plan of the performance figures.

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Inspection and risk management report on the accounting process(Sect. 289 Para. 5 and Sect. 315 Para. 2 No. 5 German Commercial Code (HGB))

For both YOC AG as well as YOC Group, the control and

risk management system comprises the entirety of all

organisational regulations and measures for the identifi-

cation, evaluation and communication of risks as well as

dealing with the risks of entrepreneurial activity. Concer-

ning the (group’s) accounting process, the organisation

and constant further development of the internal control

system, the observance of relevant accounting regula-

tions and standards and the correctness of the accoun-

ting shall be guaranteed so that the financial reporting

provides a true and fair view of the real circumstances of

YOC AG’s and YOC Group’s net assets, financial position

and results of operations.

The Management Board is completely responsible for

the internal control and risk management system with

regard to the (group’s) accounting process. All companies

included in the group financial statement are involved in

a firmly defined management and reporting organisation.

Operational responsibility rests with the member of the

Management Board in charge of finance together with the

accounting department.

We consider the following elements of the internal control

and risk management system of YOC Group essential with

regard to the (group’s) accounting process:

• Procedures for the identification, assessment and docu-

mentation of all essential business processes and areas

of risk relating to accounting, including corresponding

key controls. These encompass finance and accoun-

ting processes as well as administrative and operati-

onal business processes, which generate essential infor-

mation for the compilation of yearly and consolidated

financial statements including the management report

and group management report.

• Process-integrated controls (EDP-assisted controls and

access restrictions, four-eye principle, separation of

functions, analytical controls).

• Standardised financial accounting processes.

• Guaranteeing uniform balancing through group-wide

guidelines and procedures.

• Monthly internal group reporting, profit and loss accoun-

ting as well as monthly result reporting of all cost

objects including the analysis and reporting of essential

developments and target-performance deviations.

The effectiveness of the (group’s) accounting-related internal

control and risk management system is systematically exa-

mined and evaluated through regular preventive control

tests. A group-wide report system guarantees the ongoing

and timely information of the Management Board and the

Supervisory Board. The current risk situation as well as the

functioning, effectiveness and adequacy of the internal con-

trol and risk management system are regularly reported to

the Management Board and the Supervisory Board.


Subscribed capitalYOC AG‘s subscribed capital amounts to 1,915,000 EUR and

is divided into 1,915,000 bearer no-par ordinary shares. Each

share has one vote. Different classes of shares do not exist.

The same rights and obligations are associated with all

shares. Each share guarantees a vote at the General Mee-

ting and is decisive for the shareholder‘s proportion of the

company‘s profits. This does not include shares held by the

company which confer no rights on the company.

Restrictions of voting rights or transfer of sharesThe company is not aware of any restrictions to the voting

rights concerning shares of YOC AG or the ability to trade

shares of YOC AG.

Participation in capital which exceeds 10% of the voting rightsThe following direct or indirect participations in YOC AG

capital which exceed ten percent of the voting rights

are based on voting rights announcements pursuant to

Sect. 21 of the Securities Trading Act (WpHG) notified to

and published by the company in the financial 2011 and

earlier.

• dkam GmbH, Frankfurt am Main: 6.78% of the nominal

capital. This participation is attributable to Mr. Dirk Kraus.

The participation directly and indirectly controlled by Mr.

Dirk Kraus amounts to an overall total of 23.37% of the

voting rights.

• DIH Deutsche Industrie-Holding GmbH, Frankfurt am Main:

12.98% of the nominal capital. This participation is attribu-

table to Mr. Peter Zühlsdorff. The participation directly and

indirectly controlled by Mr. Peter Zühlsdorff amounts to an

overall total of 12.98% of the voting rights.

• Schwetje Invest GmbH, Cologne: 11.41% of the nominal

capital. This proportion is attributable to Schwetje Invest

GmbH, Cologne, and Mr. Michael Schwetje. The partici-

pation directly and indirectly controlled by Mr. Michael

Schwetje amounts to an overall total of 11.41% of the voting

rights.

Shares with special rights which give supervi-sory powersShares with special rights which give supervisory powers

do not exist.

Type of voting power if employees participate in capital and do not immediately exercise their supervisory rightsThe General Meeting of YOC AG concluded the requirements

of the YOC Management Incentive Programme on 15 July

2009. Purchase rights were distributed to members of the

Management Board and company employees under this pro-

gramme in autumn 2009. As the waiting period for the YOC

Management Incentive Programme has not yet expired, no

shares have been transferred to the members of the Manage-

ment Board and the company‘s employees.

If YOC AG issues shares to employees under the YOC Manage-

ment Incentive Programme, the shares will be immediately

transferred to the employees. Employees receiving shares

are able to exercise the rights that come with the employee

shares just like other shareholders in accordance with legal

regulations and the provisions of the Articles of Association

of the company.

Rules for the appointment and dismissal of members of the Management Board and on the amendment of the Articles of AssociationThe legal regulations on the appointment and dismissal of mem-

bers of the Management Board are found in Sect. 84 and 85 of the

German Stock Corporation Act (AktG). Sect. 7 Par. 2 of YOC AG‘s

Articles of Association provides a corresponding arrangement.

The Articles of Association can be amended by resolution of

the General Meeting pursuant to Sect. 119 Para. 1 No. 5, 133, 179

Para. 1 and Para. 2 of the German Stock Corporation Act (AktG).

The Supervisory Board is authorised to make decisions on

amendments to the Articles of Association relating only to

the wording (Sect. 17of the Articles of Association of YOC AG).

The authority of the Management Board con-cerning the possibility of distributing or buying back shares

Acquisition of own shares

The resolution passed by the General Meeting on 16 June

2010 authorises the company to purchase its own shares

until 15 June 2015. The Management Board of YOC AG is

also authorised to offer or transfer its own acquired shares

with the agreement of the Supervisory Board to third par-

ties in ways other than via the stock exchange or using the

means of public offers to all shareholders, provided that

this takes place:

Information on shares (Disclosures pursuant to Sect. 289 Para. 4 and Sect. 315 Para. 4 of the German Code of Commercial Law (HGB) and explanatory report of the Management Board)

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• in the context of the acquisition of companies or participa-

tions in companies or of parts of a company or within the

framework of company mergers, or

• to list company shares on foreign stock exchanges on

which they have previously not been admitted to trading.

The price at which these shares are introduced to foreign

stock exchanges (excluding incidental costs associated with

the acquisition) may not fall short (by no more than 5%)

of the arithmetic average of the rate of the no-par value

shares from YOC AG in the closing auction in Xetra trading

(or a comparable successor system) on the Frankfurt Stock

Exchange during the last three trading days prior to the date

on which they are introduced on the foreign exchange, or

• to offer the purchase of shares to people who have an

employment contract with the company or an associated

company.

The authorisations specified above can be used on one or

several occasions, either individually or together. This autho-

risation allows for a total volume of shares to be purchased of

up to 10% of the share capital.

Authorised capital

Sect. 6 Para. 5 of the Articles of Association of YOC AG pro-

vides for authorised capital 2011/I:

The resolution passed by the General Meeting on 6 June

2011 authorises the Management Board to increase the share

capital of the company on one or several occasions up to a

total of 943,500 EUR until 5 June 2016 by issuing new bearer

shares against cash contributions and/or contributions in kind

with the approval of the Supervisory Board.

The Management is also authorised to exclude subscription

rights of shareholders under certain conditions if approved by

the Supervisory Board.

Conditional capital

According to Sect. 6 Para. 7 of YOC AG‘s Articles of Association,

the share capital of the company was increased by up to EUR

175,000 through the issue of up to 175,000 new bearer no-par

value shares. The conditional capital provides for the opera-

tion of the YOC Management Incentive Programme and the

subscription rights issued under this programme. Conditional

capital is only increased if the holders of subscription rights

exercise these rights. The new shares resulting from the exer-

cise of subscription rights shall participate in the profits from the

start of the financial year for which - at the time of the subscrip-

tion rights being exercised - no resolution of the General Mee-

ting has been reached yet regarding the use of the net income.

The Management Board is authorised, subject to the consent of

the Supervisory Board, to determine the further details of the

implementation of the conditional capital increase.

Essential agreements of the company subject to the condition of a change in control resulting from a takeover bid There are no essential agreements of the company which are

subject to the condition of a change in control resulting from

a takeover bid.

Company agreements regarding com-pensation concluded with members of the Management Board or emplo-yees in the event of a takeover bidIn the event of a takeover bid described in Sect. 29, 35 of the

German Securities Acquisition and Takeover Act (WpÜG), the

YOC Management Incentive Programme envisages that sub-

scription rights already granted in an option contract may be

exercised by the subscription right holders, i.e., the members of

the Management Board and the employees of the company,

within an additional exercise period starting on the fifth day

of trading and extending for the following ten stock exchange

trading days after the publication of the takeover bid, provided

that the statutory waiting period for the initial exercise of the

subscription rights of at least two years is respected.

In case of a takeover bid being submitted before the statu-

tory waiting period of two years has expired, the company will

compensate the members of the Management Board in cash

for the value of their subscription rights. There are no such

corresponding compensation agreements for the employees

of the company.


The Declaration on Corporate Governance in accordance

with Sect. 289a German Commercial Code (HGB) includes

the Declaration of Conformity in accordance with Sect. 161

Stock Corporation Act (AktG), relevant information concer-

ning company management practices and a description of

the working methods of the Management Board and the

Supervisory Board.

This declaration forms part of the consolidated Management

Report of YOC AG and the Group for the financial year 2011.

Information pursuant to Sect. 289a German Commercial Code

(HGB) does not have to be included in the audit in accordance

with Sect. 317 Para. 2 Sent. 3 German Commercial Code (HGB).

Declaration by the Management Board and Supervisory Board of YOC AG in accordance with Sect. 161 Stock Corporation Act (AktG) on the German Corporate Governance Code (her-einafter also referred to as „Code“ or „DCGK“) in the version of 26 May 2010 (Declaration of Conformity 2011)Pursuant to Sect. 161 Stock Corporation Act (AktG), the Manage-

ment Board and the Supervisory Board of a listed stock

company shall annually declare that the recommendations

of the „Government Commission of the German Corporate

Governance Code“ in the official part of the electronic Federal

Gazette published by the Federal Ministry of Justice were or

are complied with or which recommendations were or are not

applied including the respective reasons. The declaration shall

be made publicly accessible on the website of the company.

The German Corporate Governance Code (DCGK) contains

regulations with different binding effects. Aside representa-

tions of the applicable corporation law, it contains recom-

mendations from which companies may deviate; however,

in this case they are obliged to disclose their deviations

annually. In accordance with Sect. 161 Stock Corporation Act

(AktG), deviations from the recommendations of the DCGK

shall also be justified. Furthermore, the DCGK contains sug-

gestions from which companies may deviate without disclo-

sure. The following declaration concerns the period of time

since the last Declaration of Conformity of December 2010

and refers to the requirements of the DCGK in its current

version of 26 May 2010.

The Management Board and the Supervisory Board of YOC

AG declare that the recommendations made by the „Govern-

ment Commission of the German Corporate Governance

Code“ are and were principally complied with in the past. The

Management Board and the Supervisory Board also intend to

remain compliant in the future. Only the following recommen-

dations of the German Corporate Governance Code were and

are not applied:

• Sect. 2.3.2 of the Code: The company regards the announce-

ment of the invitation to attend the General Meeting in the

electronic Federal Gazette as sufficient.

• Sect. 3.8 Para. 3 of the Code: The company believes that

the motivation and responsibility with which the members

of the Supervisory Board carry out their duties will not be

improved by an excess. The D&O liability insurance serves

to safeguard against the company‘s material own risks and

at most serves as a second-line defence of the assets of the

members of those bodies. Therefore, the D&O insurance for

the Supervisory Board was concluded without excess.

• Sect. 4.1.5 of the Code: When filling their managerial posi-

tions within the company, the Management Board consi-

ders company-specific realities as well as an appropriate

level of diversity. In our opinion, however, the guidelines of

the DCGK inappropriately restrict the Management Board in

its selection of suitable candidates for managerial positions

which need to be filled.

• Sect. 4.2.3 Para. 2 Sent. 2 of the Code: The remuneration

structure of the Management Board members focuses on a

sustainable corporate development. In case of a temporary

appointment of a Management Board member for a period

of less than one year, however, the granting of variable

remuneration components was renounced as these did

not appear reasonable in the same way as a multi-annual

assessment basis to be agreed in this individual case.

• Sect. 4.2.3 Para. 5 of the Code: In deviation from the recom-

mendation of the German Corporate Governance Code,

payments in the event of a change of control are not

generally limited to 150% of the severance cap. Such a limit

could affect the ability to attract highly qualified employees.

According to the Management Board remuneration struc-

ture, a change of control case could also have the effect of

increasing the YOC share price when Management Board

members participate in the share option programme of the

company. In addition to the beneficiaries of the share option

Declaration on Corporate Governance(Sect. 289a German Commercial Code (HGB))

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programme, however, the shareholders also profit from the

rise in the share price, so that the interests of the Manage-

ment Board and the shareholders coincide in this respect.

• Sect. 5.1.2 Para. 1 as well as Sect. 5.4.1 Para. 2 and Para. 3 of

the Code: A guideline for the structure of the Management

Board as stipulated in Sect. 5.1.2, Para 1 of the Code inap-

propriately restricts the Supervisory Board in its selection

of suitable members of the Management Board. The same

applies to an objective for the composition structure of the

Supervisory Board as stated in Sect. 5.4.1, Para. 2 and 3 of

the Code. We are fundamentally of the opinion that this

constitutes a too extensive limitation in the selection of sui-

table candidates for the Supervisory Board on an individual

case basis. Moreover, such an objective also compromises

the right of our shareholders to elect the members of the

Supervisory Board.

• Sect. 5.1.2 Para. 2 Sent. 3 of the Code: The Supervisory Board

has not set an age limit for members of the Management

Board. The members of the Supervisory Board believe that

suitability for a company management position depends

first and foremost on individual ability and performance.

• Sect. 5.3.1, 5.3.2 and 5.3.3 of the Code: As the Supervisory

Board of YOC AG has only three members, it would not be

practical to set up committees, and especially not an audit

committee or a nomination committee. The purpose of the

audit committee as proposed by the Code is to increase

the efficiency of auditing. This aim would not be achieved

at YOC AG as nearly all members of the plenum would have

to sit on the audit committee. Similarly, nearly all plenum

members would sit on the nomination committee, which

would not bring any improvement in the preparation of

Supervisory Board recommendations regarding candidates

proposed by the shareholders.

• Sect. 5.4.1 Para. 2 Sent. 1 of the Code: No age limit has been

set for Supervisory Board members. A candidate‘s ability to

monitor and act as a fit contact for the Management Board

depends first and foremost on individual capabilities.

• Sect. 5.4.3 Sent. 3 of the Code: The recommendation that

proposed candidates for the chairmanship of the Supervisory

Board be announced to shareholders has not been adopted.

Pursuant to Sect. 11 Para. 1 of the company‘s Articles of Asso-

ciation, the Supervisory Board elects its chair from amongst

its members. According to the Supervisory Board‘s Rules of

Procedure, the selection of a chairperson takes place during

the first meeting after the selection of the Supervisory Board

without having to specially call for a meeting. With that said,

the announcement of proposed candidates is not practical.

• Sect. 5.4.6 Para. 1 Sent. 3 of the Code: The company meets

the recommendations of the Code regarding the remun-

eration of the chair and deputy chair of the Supervisory

Board with the exception of the provisions on committees;

chairmanship and membership of committees are not con-

sidered separately for lack of formed committees.

• Sect. 5.4.6 Para. 2 of the Code: The remuneration of the

Supervisory Board consists of a fixed payment. Any variable

remuneration to be granted beyond this is unnecessary for

a motivation of the Supervisory Board and would not lead

to any additional incentive or motivational boost.

• Sect. 7.1.2 Sent. 4 of the Code: The Company will endeavour

to comply with the recommendation that the consolidated

financial statements are to be made available to the public

within 90 days of the end of the financial year and the

interim reports within 45 days of the end of the reporting

period, but cannot guarantee this due to the large scope of

consolidation.

Berlin, December 2011

YOC AG



The declaration has been made permanently available to the

public on the YOC AG‘s website (www.yoc.com) under „Investor

Relations“.

Information concerning company management practices

Basic principles

Sustainable economic, ecological and social actions form a

defining element of the company culture at YOC AG. This also

includes integrity in the treatment of employees, investors,

customers, suppliers, authorities, interest groups and other

stakeholders as well as the public.

YOC AG is a stock corporation with its registered office in

Germany. Thus, German law is the basis for the scope of cor-

porate governance, particularly the stock corporation law and

the law on capital markets as well as the Articles of Associa-

tion of YOC AG.

As a service company, YOC AG is compelled to win and maintain

the trust of its customers and business partners through exem-

plary behaviour. The objective is to act in a credible, trustworthy

and reliable manner and to convey a corresponding image.


Transparency

A uniform, comprehensive and prompt information policy in

relation to employees, investors, customers, suppliers, aut-

horities, interest groups and other stakeholders is of high

importance to YOC AG. All those mentioned above are pro-

vided with information by YOC AG on a uniform, compre-

hensive, prompt and simultaneous basis. Reporting on the

business situation and results of YOC AG and YOC Group

takes place through the annual report, the mid-year report

and interim reports. Furthermore, information is passed on

through ad-hoc communications, where legally necessary,

and through the company‘s websites. All messages, presen-

tations and notices as well as the current financial calendar

can be viewed on the company‘s website (www.yoc.com)

under „Investor Relations“.

Changes in the make-up of the shareholder structure which

have to be reported (Announcements of Voting Rights, Sect.

21 et seq. Securities Trading Act (WpHG)) and the purchase

and sale of shares of individuals holding management posi-

tions within YOC AG (Directors‘ Dealings according to Sect.

15a of the Securities Trading Act (WpHG)) are also published

by the Management Board.

YOC AG also holds the stipulated insider registers in accor-

dance with Sect. 15b of the Securities Trading Act (WpHG). The

individuals this relates to were and are informed of the legal

duties and sanctions.

Risk management

YOC Group is one of the world‘s leading providers of mobile

technology and media and is as such exposed to many of

the opportunities and risks specific to the sector and the

company. YOC AG has an established, comprehensive and

effective system which allows the company to detect, assess,

report on and deal with opportunities and risks involving

all functions and business processes at an early stage. The

underlying principles and guidelines have been summarised

in a risk management guide that applies throughout the

Group. The aim of this guide and all the systems concerned

is to systematically detect risks at the earliest possible time,

assess the likelihood of them occurring, estimate the poten-

tial qualitative and quantitative impact and initiate effective

countermeasures. Risk management is regularly debated at

Management Board and Supervisory Board level, then further

developed and discussed with the company‘s auditors.

Further information on the company‘s risk management,

the particular risks to which the company is exposed and

the accounts-related internal control and risk management

system can be found in the Risk Report that forms part of the

company‘s Group Management Report.

Description of the working methods of the Management Board and the Supervisory BoardAs a German stock corporation, YOC AG is governed by the

German Stock Corporation Act. Thus, a two-tier management

system is legally prescribed. The Management Board and the

Supervisory Board have autonomous powers and collaborate

closely and in confidence concerning the fulfilment of their

statutory tasks.

Management Board

The Management Board has sole responsibility for the

management of the company. It has a duty to act in the

interests of the company and is committed to the sustainable

development of the company. The tasks of the Management

Board encompass the determination of the company‘s stra-

tegic focus in consultation with the Supervisory Board and

the exercise of the company management. The Management

Board manages the company in accordance with the relevant

laws, the Articles of Association and its Rules of Procedure.

The members of the Management Board are appointed by

the Supervisory Board. The periods in office of the members

of the Management Board may last up to a maximum of

five years, but a member may serve for several periods. The

Supervisory Board can nominate a member of the Manage-

ment Board to be the chairperson of the Management Board.

Mr. Dirk Kraus has been appointed Chairman of the YOC AG

Management Board.

The Management Board reports to the Supervisory Board

regularly, promptly and completely on important issues rela-

ting to the business development, strategy and planning, the

risk situation of the Group as well as on compliance and also

consults the Supervisory Board prior to all important stra-

tegic decisions. Management Board meetings are normally

held every two weeks for joint votes. In addition to this, the

Management Board regularly consults the members of the

company‘s second level of management. The Management

Board did not form any committees.

Supervisory Board

The Supervisory Board has to advise and supervise the

Management Board. It is involved in the strategy and planning

as well as all issues which are of fundamental importance for

the company. Its approval has to be obtained for major deci-

sions to be taken by the Management Board. This includes

the corporate planning for the year ahead prepared by the

company once a year (the budget), which is submitted to

the Supervisory Board by the Management Board, discussed

with the Supervisory Board and adapted where necessary.

The Supervisory Board also assigns the audit mandate to the

auditor appointed by the General Meeting. The Supervisory

Board holds at least four meetings per year.

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The YOC AG Supervisory Board consists of three members,

none of whom were previously on the company‘s Management

Board. The Supervisory Board is elected by the General Meeting.

The Supervisory Board did not form any committees. With Mr

Oliver Borrmann, the Supervisory Board has an independent

member fulfilling the requirements as to independence and

expertise in the fields of financial reporting or auditing within

the meaning of Sect. 100 Para. 5 Stock Corporation Act (AktG).

The way the Supervisory Board works is set out formally the

Rules of Procedure. Resolutions of the Supervisory Board are

normally passed in meetings with the physical presence of its

members; furthermore, meetings and resolutions in writing,

via telephone, telex or other means of telecommunication

are also possible. The company‘s Management Board attends

the meetings regularly and other members of the extended

company management are also invited to attend if required.

At the first meeting each year which demands the physical

presence of the members of the Supervisory Board after the

preparation and auditing of the annual financial statements (in

the so-called „balance sheet meeting“), the company‘s auditors

are in attendance and present their report of the recent audit

to the Supervisory Board.

The agenda and applications for resolution for the Supervi-

sory Board meetings are communicated to all participants in

writing before the respective meetings, allowing for sufficient

notice. When decisions are needed at short notice, they may

be dealt with through a written circulation procedure. All mee-

tings of the Supervisory Board are minuted in writing.

The chairman of the Supervisory Board explains the activities

of the Supervisory Board at the General Meeting each year as

well as in his report to the shareholders, which is printed in the

company‘s Annual Report.

Berlin, March 2011

YOC AG


renumeration reportThe Remuneration Report is based on the recommendations in

the German Corporate Governance Code. It sets out principles

which are applied in setting the remuneration of the Manage-

ment Board of YOC AG and explains the amount and structure of

these payments. It also describes the principles applied to and the

amount of Supervisory Board remuneration.

The Remuneration Report also contains details which German

commercial law requires to be part of the notes to the consoli-

dated financial statement pursuant to Sect. 314 German Com-

mercial Code (HGB) as well as the group management report

pursuant to Sect. 315 German Commercial Code (HGB).

Management Board remunerationThe Supervisory Board is responsible for setting the Management

Board remuneration. Its decision takes account of the size and

activities of the company, the company‘s economic and financial

position, the tasks of the respective Management Board member

as well as the amount and structure of management board rem-

uneration at other companies in the sector. Management Board

remuneration is performance-related. Remuneration is determined

in such a way that it remains at a level competitive within the

market for highly qualified management personnel and offers a

performance incentive.

In the financial year 2011, it consisted of a fixed basic component,

a variable component and the participation in the YOC Manage-

ment Incentive Programme.

• The basic remuneration is a fixed cash remuneration referring

to the entire year based on the area of responsibility of the

respective Management Board member and paid out in twelve

monthly instalments.

• The variable component consists of a cash remuneration as

profit-sharing based on the results of operations according to

IFRS (EBITDA) of YOC AG and is subject to an upper limit.

• With the participation in the YOC Management Incentive Pro-

gramme initiated in 2009, the members of the Management

Board - and other employees of the company - receive subscrip-

tion rights to shares in YOC AG. The subscription rights granted

in this respect are subject to a holding period of several years.

The exercise of subscription rights requires an own investment


NameFixed

(in kEUR)Variable

(in kEUR)

Subscription rights

(in numbers)

Dirk Kraus(Vorstandsvorsitzer) 170 0 32.655

Alex Sutter 160 0 32.655

Jan Webering 150 0 32.655

Joachim von Bonin (from 1 June 2011) 93 0 16.625

Patrick Feller (from 1 September 2011) 47 0 0

Total 620 0 114.590

Management Board remuneration in 2011 Name Fixed (in kEUR)

Gerd Schmitz–Morkramer 18.75

Peter Zühlsdorff 11.25

Michael Schwetje 3. 23

Patrick Feller 1. 8 6

Oliver Borrmann 2 . 41

Total 37.50

Supervisory Board remuneration in 2011

of the subscription right owners at an exercise price derived

from the stock market price of the YOC share at the time of

issuance of the respective subscription rights (market value)

(also see Section 6 below). The participation of the Manage-

ment Board in the YOC Management Incentive Programme is

intended to reward the contribution of the Management Board

to increase the shareholder value and to promote the long-term

success of the company. This element of remuneration and the

long-term incentive it offers create a useful link between the

interests of the management and those of the shareholders.

Remuneration received by the Management Board in 2011 totalled

kEUR 623. The Management Board held a total of 16,650 subscrip-

tion rights in the financial year 2011. The fair value of the subscrip-

tion rights amounted to around kEUR 170 as of the balance sheet

date. 97.965 subscription rights were already issued in 2009. In

total the Management Board was due to a total of 114.590 sub-

scription rights in 2011.

As a contractual fringe benefit, Mr. Jan Webering has the right to

a company car.

Supervisory Board remunerationSupervisory Board remuneration was set by the General Meeting

of YOC AG on the basis of a proposal by the Management Board

and Supervisory Board.

Supervisory Board remuneration is fixed. The fixed remuneration

amounts to kEUR 7.5 for one financial year. The chairman of the

Supervisory Board receives 2.5 times and the deputy chair 1.5

times this fixed amount.

There was no remuneration of personally rendered services out-

side the board activities, particularly with regard to any consulting

and referral services.

The remuneration is paid out following the ordinary General Mee-

ting at which the approved consolidated financial statement for

the last financial year is presented.

Supervisory Board remuneration for the financial year 2011 totalled

kEUR 37.5.

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55

Important events after the balance sheet reporting dateAs of 31 December 2011 YOC-Group did not fulfil the financial

covenants of the loan providing bank. The bank declared

the waiving of its right of termination due to the breaching

of the covenants. The written declaration was provided after

the balance sheet date, yet before the disclosure of the

consolidated financial statements.

In March 2012 the termination period of a loan (kEUR 1,595

outstanding as of 31 December 2011) was extended by six

months to 31 March 2014. A repayment due in 2011 was deferred.

No other events which could have been crucial for the 2011

consolidated financial statement took place after the balance

sheet reporting date.

Berlin, 27 March 2012

Jan Webering

Management Board of

YOC AG

Alex Sutter

Management Board of

YOC AG

Dirk Kraus

CEO of YOC AG

Patrick Feller

Management Board of

YOC AG

Joachim von Bonin

CFO of YOC AG


WIth mOrE thaN300 INtErNatIONal

publIshErsYOC has thE larGEst

prEmIum mEDIa

NEtWOrkIN EurOpE

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4COnsOlidaTed finanCial sTaTemenTs58 Consolidated Statement of Comprehensive Income 59 Consolidated Statement of Financial Position 60 Consolidated Cash flow Statement

61 Consolidated Statement of Changes in Equity62 Notes to the Financial Statements

90 Statement of Responsibility made by the Management Board

91 Audit Opinion

92 Management Board

93 Supervisory Board

94 Financial Calendar


Consolidated statement of Comprehensive Income

Consolidated Income Statemtent in EUR Note # 2011 2010

Revenues 5.1 33,332,457 30,453,555

Work in progress 5.2 0 -29,800

Own work capitalised 5.2 1,356,782 1,131,474

Other operating income 5.3 354,804 328,087

Total output 35,044,043 31,883,316

Expenses for goods and services 5.4 16,994,843 12,731,264

Personnel expenses 5.5 14,561,723 11,283,827

Other operating expenses 5.6 6,491,451 5,049,307

EBITDA -3,003,974 2,818,918

Depreciation and amortisation 6.1/6.3 6,430,671 1,323,572

EBIT -9,434,645 1,495,346

Interest income 5.7 186,919 103,253

Interest expenses 5.7 421,767 430,481

Financial result -234,848 -327,228

Earnings before tax -9,669,493 1,168,118

Income taxes 5.8 -1,788,410 496,711

Net income -7,881,083 671,407

Earnings per share diluted 5.9 -4.19 0.36

Earnings per share basic -4.19 0.39

Consolidated Statement of Recognised Income and Expenses in EUR Note # 2011 2010

Net income -7,881,083 671,407

Changes from currency translation 10,819 62,163

Other income/loss 5.11 10,819 62,163

Comprehensive income -7,870,264 733,570

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Consolidated statement of financial position

in EUR Note # 31.12.2011 31.12.2010

Assets

Non-Current Assets 20,070,406 20,381,848

Property, plant and equipment 6.1 1,175,895 768,944

Goodwill 6.2 10,648,063 11,359,002

Intagible assets 6.3 7,175,139 8,252,902

Investments 6.4 0 1,000

Deferred tax assets 5.8 1,071,309 0

Current Assets 10,533,009 12,906,181

Prepayments made 6.5 140,198 105,695

Trade receivables 6.6 8,606,232 7,432,724

Other receivables 6.6 173, 8 05 156 ,172

Tax assets 6.6 14,518 22,731

Securities 6.7 26,888 13,469

Cash and cash equivaltents 6.8 1,571,368 5,175,390

Total Assets 30,603,415 33,288,029

Equity and Liabilities

Equity 10,981,376 17,155,615

Subscribed capital 6.9 1,915,000 1,887,000

Additional paid in capital 6.9 15,013,956 13,559,450

Retained earnings 6.9 -5,955,498 1,925,586

Currency translation 6.9 58,237 47,418

Own shares 6.9 -50,319 -263,839

Non-Current Liabilities 943,839 3,819,710

Provisions 6.10 39,470 33,331

Loans 6.11 0 2,214,918

Other liabilities 6.11 103,337 0

Other financial liablilties 6.11 213,127 599,817

Deferred tax liabilities 5.8 587,905 971,644

Current Liabilities 18,678,200 12,312,704

Prepayments received 6.11 2,328,033 2,013,826

Trade liabilities 6.11 4,379,199 2,496,291

Loans 6.11 3,126,145 2,617,806

Other liabilities 6.11 6,646,150 4,596,321

Other financial liablilties 6.11 1,781,493 424,051

Tax liabilities 6.11 256,667 102,049

Provisions 6.10 160,513 62,360

Total Equity and Liabilities 30,603,415 33,288,029


Consolidated Cash flow statement

in EUR Note # 2011 2010

Net income -7,881,083 671,407

Depreciation, amortisation and impairements 6,430,671 1,323,572

Taxes recognised in the income statement -1,788,410 496,711

Interests recognised in the income statement 234,848 327,229

Non-cash income and expenses 161,255 189,269

Cash-Earnings -2,842,719 3,008,188

Result from disposal of assets 7,016 13,663

Changes in inventories 0 29,800

Changes in receivables, prepayments made and other receivables -373,278 -1,472,274

Changes in liabilities, prepayments received and other liabilities 4,195,210 371,352

Changes in provisions 102,130 -115,292

Interests received 26 , 575 7,191

Interests paid -338,776 -338,338

Income taxes paid -100,587 88,839

Cash flow from operating activities 7.1 675,571 1,593,129

Purchase/Disposal of Securities 0 -13,469

Akquisition of subsidiaries -1,016,557 -968,485

Purchase of property, plant and equipment -493,706 -233,488

Purchase of intangible assets -51,562 -120,455

Outflow from development costs -1,356,782 -1,131,474

Cash flow from investing activities 7.1 -2,918,607 -2,467,371

Inflows from capital increase 0 4,555,250

Transaction costs related to issuance of own shares -12,000 -160,000

Repayments of liabilities under finance lease -42,431 -28,042

Repayment of bank loans -2,719,500 -2,145,497

Issuance of bank loans 1,000,000 1,000,000

Cash flow from financing activities 7.1 -1,773,931 3,221,711

Net increase/decrease -4,016,967 2,347,469

Changes in cash and cash equivalents due to exchange rates -8,528 3,100

Changes in cash and cash equivalents due to changes in the scope of consolidation 421,473 0

Cash and cash equivalents at the beginning of the period 7.2 5,175,390 2,824,821

Cash and cash equivalents at the end of the period 7.2 1,571,368 5,175,390

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Consolidated statement of Changes in Equity

in EUR Note #Subscribed

Capital

Additional paid in capital

Retained Earnings

Currency translation Own shares Total

per 01.01.2010 8 1,750,000 9,143,281 1,254,179 -14,746 -263,839 11,868,875

Net income 671,407 671,407

Currency translation 8 62,164 62,164

Comprehensive income 0 0 671,407 62,164 0 733,570

Issuance of subscribed capital 6.9/8 137,000 4,418,250 4,555,250

Stock option programme 6.9/8 0

Issuance of own shares 6.9/8 138,230 138,230

Transaction costs including tax benefits -140,311 -140,311

per 31.12.2010 8 1,887,000 13,559,450 1,925,586 47,418 -263,839 17,155,615

Net income -7,881,083 -7,881,083

Currency translation 8 10,819 10,819

Comprehensive income 0 0 -7,881,083 10,819 0 -7,870,264

Issuance of subscribed capital 6.9/8 28,000 953,120 9 81,120

Stock option programme 352,130 213,520 565,650

Issuance of own shares 6.9/8 161,255 161,255

Transaction costs including tax benefits 6.9/8 -12,0 0 0 -12,000

per 31.12.2011 8 1,915,000 15,013,955 -5,955,497 58,237 -50,319 10,981,376

No shares are held by non-controlling shareholders.


Notes to the financial statements1. General information 63

1 .1 Application of new and modified standards 63

1.2 Early application of standards 63

1.3 Published standards and interpretations that are not mandatory yet 63

2. Consolidation 64

2.1 Consolidation principle 64

2.2 Scope of consolidation 65

3. Accounting and valuation principles 65

3.1 General principles 65

3.2 Use of estimates and discretion 69

3.3 Equity management 6 9

3.4 Currency effects and currency conversion 6 9

4. Acquisitions 7 0

5. Notes to the Statement of Comprehensive Income 7 2

5.1 Sales Revenues 7 2

5.2 Changes in inventory and internally produced and capitalised assets 7 2

5.3 Other operating income 7 2

5.4 Expenses for goods and revenues 7 2

5.5 Personnel expenses 7 2

5.6 Other operating expenses 7 3

5.7 Interest 7 3

5.8 Income taxes 7 3

5.9 Earnings per share 7 5

5.10 Segment reporting 7 5

5.11 OtherComprehensive income 76

6. Notes to the financial position 7 7

6.1 Property, plant and equipment 7 7

6.2 Goodwill 77

6.3 Intangible assets 78

6.4 Investments 80

6.5 Prepayments made 80

6.6 Trade Receivables and Other Receivables 80

6.7 Securities 80

6.8 Cash and cash equivalents 80

6.9 Equity 81

6.10 Provisions 82

6.11 Liabilities 82

6.12 Other financial liabilities .84

6.13 Government grants 85

6.14 Other disclosures to financial instruments 8 5

7. Notes to the Cash Flow Statement 87

7.1 Cash flow of the individual activities 87

7.2 Cash and cash equivalents 87

8. Notes to the statement of Changes in Equity 88

9. Other disclosures 88

9.1 Guarantees, contingent liabilities and similar obligations 88

9.2 Events after the balance sheet date 88

9.3 Report on risks and opportunities 89

9.4 Related party disclosures 89

9.5 Remuneration of the Supervisory Board and the Management Board 89

9.6 Auditor‘s fees 90

9.7 Declaration of Conformity with the German Corporate Government Code 90

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1. General InformationYOC AG with headquarters at Karl-Liebknecht-Straße 1, Berlin,

Germany is an international service provider in the field of Mobile

Technology (development of mobile internet portals and mobile

marketing campaigns) and Media (marketing of media packages

and advertising formats).

YOC AG shares are listed in the Prime Standard of the Frankfurt

Stock Exchange under the identification number WKN 593273/

ISIN DE 0005932735.

The consolidated financial statements of YOC AG as of 31

December 2011 have been prepared pursuant to Sect. 315a

German Commercial Code (HGB) in accordance with the

International Financial Reporting Standards (IFRS) issued by

the International Accounting Standard Board (IASB), London,

United Kingdom, and the interpretations of the International

Financial Reporting Interpretations Committee (IFRIC), as appli-

cable in the European Union (EU), in effect on the closing date

of the financial statements.

The consolidated financial statements of YOC AG thus conform to

the IFRS as mandatory in the European Union from 1 January 2011.

The consolidated financial statements provide a fair presentation

of YOC‘s net assets, financial position and results of operations.

The Management Board of YOC AG approved the consolidated

financial statements on 27 March 2012 to be submitted to the

Supervisory Board of the company.

1.1 Application of new and modified standards

Standards and interpretations to be applied in the current

financial year

The following new or revised standards and interpretations

were applicable for the first time in the financial year 2011:

• IAS 24 (revised 2009): Related Party Disclosures

• IAS 32 (revised 2009): Classification of Rights Issues

• Improvements of the International Financial Reporting Stan-

dards (2010)

• Amendment of IFRIC 14 (revised 2009): Prepayments of a

Minimum Funding Requirement

• IFRIC 19: Extinguishing Financial Liabilities with Equity

Instruments

The impact of the new and amended standards and interpreta-

tions was evaluated. There was no or no material impact, respec-

tively, on the consolidated financial statements of YOC Group.

1.2 Early application of standardsThe following amended standard could be applied prematurely

in the financial year 2011 as it was recognised as part of the EU

endorsement process:

• The amendment of IFRS 7 “Financial Instruments: Disclo-

sure” extends the disclosure requirements for transactions

containing transfers of financial assets. Application is man-

datory for the financial years starting on or after 1 July 2011.

Material adjustments of information contained in the Notes

concerning financial instruments in accordance with IFRS 7

are not expected for the consolidated financial statements

of YOC Group. Optional early application is not made use of.

1.3 Published standards and interpreta-tions that are not mandatory yetAs of the approval date of these financial statements for publica-

tion, the following standards, interpretations and amendments

to standards and interpretations have already been published

but their application is not yet mandatory and/or recognised as

part of the EU endorsement process.

The impact of the following new and amended standards and

interpretations on the consolidated financial statements of YOC

Group is currently being evaluated:

• The amendment of IFRS 7: “Financial Instruments: Disclo-

sures: Balancing of Financial Assets and Financial Liabilities”

extends the disclosure requirements concerning financial

instruments in connection with certain offsetting agree-

ments. The amendments are mandatory for financial years

starting on or after 1 January 2013.

• Amendments of IFRS 9 and IFRS 7: Mandatory date of appli-

cation and information contained in the Notes during tran-

sition. The mandatory application of IFRS 9 was postponed

until financial years starting on or after 1 January 2015. Additi-

onal information to be contained in the Notes as demanded

by IFRS 9 was added as amendments to IFRS 7. The first-time

application of amendments is mandatory for financial years

starting on or after 1 January 2013.

• IFRS 9: “Financial Instruments” replaces the existing provi-

sions of IAS 39 governing the classification and measure-

ment of financial instruments. The application of IFRS 9

(revised 2011) becomes mandatory for financial years begin-

ning on or after 1 January 2015.


• IFRS 10: “Consolidated Financial Statements” replaces the

existing provisions for consolidated financial statements of

IAS 27 “Consolidated and Separate Financial Statements” and

defines the control approach as uniform principle. The appli-

cation of IFRS 10 becomes mandatory for financial years

beginning on or after 1 January 2013.

• IFRS 13: “Fair Value Measurement” combines uniform gui-

delines concerning the valuation at the fair value and the

respective information contained in the Notes. The applica-

tion of IFRS 13 becomes mandatory for financial years begin-

ning on or after 1 January 2013.

• The amendment of IAS 1: “Presentation of Financial State-

ments: Presentation of Other Income” leads to additional dis-

closure requirements concerning other income with regard

to the classification of individual items. The amendments are

mandatory for financial years starting on or after 1 July 2012.

• The new version of IAS 27: “Separate Financial Statements”

contains amendments resulting from the publication of

IFRS 10: “Consolidated Financial Statements”. The applica-

tion is mandatory for the financial years starting on or after

1 January 2013.

• The amendment of IAS 32: “Balancing of Financial Assets

and Financial Liabilities” specifies additional application gui-

delines. The application of the additional guidelines is man-

datory for financial years starting on or after 1 January 2014.

The following new and amended standards and interpretations not

yet mandatory in the financial year 2011 and/or recognised as part

of the EU endorsement process are expected to have no material

impact on the YOC Group‘s consolidated financial statements:

• IFRS 11: Joint Arrangements2

• IFRS 12: Disclosure of Interests in Other Entities2

• Amendment of IAS 12: Deferred Taxes: Recovery of Under-

lying Assets1

• Amendment of IAS 19: Employee Benefits: Employee Benefit

Accounting2

• New version of IAS 28: Investments in Associates and Joint

Ventures: Amendments resulting from the publication of

IFRS 11 and IFRS 122

The Management Board of YOC AG assumes that the stan-

dards and interpretations mentioned above will be applied in

the consolidated financial statements for the financial year in

which their application becomes mandatory.

1 applicable for financial years starting on or after 1 January 2012.

2 applicable for financial years starting on or after 1 January 2013.

2. Consolidation2.1 Consolidation principlesThe consolidated financial statements include those compa-

nies in which YOC AG holds a direct or indirect majority of the

voting rights (subsidiaries) or in which YOC AG, by virtue of

its controlling position, obtains the majority of the economic

benefits and bears the majority of the risks arising from their

operations.

The inclusion of subsidiaries in the consolidated financial

statements begins from the date as of which YOC AG obtains

control. The separate financial statements of the consolidated

companies are prepared as of the reporting date of the con-

solidated financial statements. The results of subsidiaries

acquired during the year are recognised in the consolidated

income statement beginning on the actual date of acquisition.

Investments are consolidated using the purchase method by

offsetting the carrying amounts of the investments against

the re-measured equity of the subsidiaries at the date of their

acquisition. Assets and liabilities that meet the recognition cri-

teria of IFRS 3 are recognised at their fair values. Any residual

amounts are reported as goodwill.

Intra-group profits and losses, revenues, expenses and income

as well as intercompany receivables, other assets and liabilities

are eliminated.

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2.2 Scope of consolidationAs of 31 December 2011 the scope of consolidation of YOC

Group includes the following companies:

With the acquisition of MobilADdict SAS, Paris, France, the YOC

AG included another wholly-owned subsidiary in its consoli-

dated financial statement as of 23 March 2011. MobilADdict

SAS was included in the consolidated financial statements

of YOC AG for the first time when control was obtained (see

Section 4 Acquisitions).

All subsidiaries of YOC AG are included in the consolidated

financial statements through full consolidation.

Fully consolidated companies

Share in %

Held via No. Since

Domestic

1 YOC AG, Berlin - - -

2 Moustik GmbH, Berlin 100% 1 01.02. 2007

3 Sevenval GmbH, Cologne 100% 1 25.09.2007

4 belboon–adbutler GmbH, Berlin 100% 1 12.03.2008

5 YOC Mobile Advertising GmbH, Berlin 100% 1 11.03.2009

Foreign

6YOC Mobile Advertising Ltd., London, United Kingdom

100% 1 01.01.2007

7 Moustik Sprl., Brussels, Belgium 100% 1 01.02.2007

8 YOC Ltd., London, Uni-ted Kingdome 100% 1 27.05.2009

9YOC Central Eastern Europe GmbH, Vienna, Austria

100% 1 01.06.2009

10 YOC Spain, S.L., Madrid, Spain 100% 1 22.09.2009

11 ubiyoo Ltd., London, United Kingdom 100% 1 17.08.2010

12 MobilADdict SAS, Paris, France 100% 1 23.03. 2011

3. accounting and valuation principles3.1 General principlesYOC AG functions as the parent company of the group and directly

holds 100% of all companies of YOC Group. The financial years

for all subsidiaries coincide with the calendar year.

In preparing the consolidated financial statements, the Manage-

ment Board has presumed that all the companies included in the

consolidated financial statements are going concerns. Therefore,

accounting and measurement were performed according to the

going-concern principle.

The consolidated balance sheet is structured according to IAS 1

“Presentation of Financial Statements” and the principle of matu-

rity. Consequently, the balance sheet items are divided into non-

current and current assets or liabilities respectively. As a matter

of principle, assets and liabilities are classified as current when

they have a remaining term to maturity or circulation of less

than one year within the scope of ordinary business operations.

Accordingly, assets and liabilities are classified as non-current

when they remain within the company for more than one year.

The annual financial statements of the companies included in

these consolidated financial statements are based on uniform

accounting and valuation principles. Tax bases are not used as

carrying amounts in the consolidated financial statements. The

consolidated financial statements were prepared in euro. For

purposes of clarity and comparability, all amounts are generally

(unless otherwise stated) indicated in euro in thousands. Minor

calculation differences may occur due to commercial rounding

of individual items and percentages.

Total income is presented in two separate statements: the income

statement according to the nature of expense method and the

statement of comprehensive income.


The accounting and valuation principles described below were

applied to the consolidated financial statements.

Property, plant and equipment

Property, plant and equipment is assessed at historical or pro-

duction cost and depreciated on a straight-line basis over their

expected economic lives as follows:

If there is an indication of impairment, an impairment test is

also performed.

Gains and losses from asset disposals are recognised in other

operating income and/or in other operating expenses respectively.

Investment subsidies and grants provided by public authorities for

the acquisition and production of property, plant and equipment

are recognised on the grant date by deducting the grant from

the cost, and are depreciated over the useful lives of the assets

in the form of reduced depreciation or recognised in income

upon disposal of the grant-supported assets.

Goodwill

Goodwill which arises from the acquisition of a subsidiary corre-

sponds to the excess of the acquisition costs measured at the fair

value, above the fair net value of unidentifiable assets, liabilities

and possible liabilities of the subsidiary.

Goodwill is not subject to scheduled depreciation. Impairment

tests on goodwill are carried out once annually, or at any other

time should there be any indication of depreciation. If an intrinsic

value no longer exists, good will is depreciated to its recoverable

amount.

If company acquisitions were performed pursuant to IFRS 3 (2004)

in the financial years before 1 July 2009, the variable purchase

price liabilities are adjusted after expiration of the one year limit

via goodwill with no effect on profit or loss. Incidental acquisition

costs are capitalised.

For company acquisitions which took place in financial years

beginning after 1 July 2009, the revised IFRS 3 (2008) is applicable.

Incidental acquisition costs as well as adjustments of purchase

price liabilities were recognised as expenses after the expiration

of the one year limit with effect on profit or loss.

Intangible assets

Intangible assets include both acquired and self-developed

intangible assets.

Acquired intangible assets are valued at the acquisition costs and,

if applicable, less the accumulated write-downs and impairment

losses. This includes both intangible assets which have been

acquired as part of a business combination, as long as this fulfils

the recognition criteria of IFRS 3, as well as those intangible assets

which have been acquired separately.

Self-developed intangible assets of the fixed assets, from which

future economic benefits are likely to accrue to the group, and

which meet the recognition criteria of IAS 38 “Intangible Assets”,

are valued at the production costs which were incurred during the

development phase of the assets. Capitalised development costs

only encompass directly attributable costs. Research costs are fully

recorded as expenses in the periods in which they are incurred.

Unless intangible assets have indefinite useful lives, they are written

down linearly over the respective expected economic lives. In the

case of self-developed intangible assets, the write-down begins

at the time of completion of the asset.

The useful lives are:

If there is an indication of impairment, an impairment test is

also performed.

Intangible assets with indefinite useful lives are not systemati-

cally written down. Instead, these assets are regularly tested for

their intrinsic value in the course of annual impairment tests and

additionally if there are indications of an impairment loss. If there

are impairment losses, the intangible assets are written down to

the recoverable amount.

Investments

Financial assets neither constituting a command nor a significant

influence fall under the category “available for sale”. Financial

instruments under this category are valued at fair value as of the

date of the first balancing on the settlement date. The subsequent

valuation is likewise at fair value as long as this can be reliably

ascertained, whereby changes in value are to be recognised

neutrally in the provision for market valuation, for profit purposes.

In the case that the interests are deducted, the net result and the

cancellation of the provisions are carried out affecting net income.

Prepayments made, receivables and tax receivables

Trade receivable and other financial assets in the category “cre-

Property, plant and equipmentUseful life in

years

Fixtures added by the tenants 8 - 10

Operating and business equipment 3 - 11

Intangible assetsUseful life in

years

Self-developed software or software purchased in connection with company purchases 3 - 9

Licences 3 - 5

Customer bases 8 - 10

Other intangible assets 8 - 10

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dits and receivables” are reported in the balance sheet on the

settlement date. They are subsequently valued at the continued

acquisition costs - if necessary - using the effective interest method

less any impairment losses which result from the difference

between the book value of the receivable and the estimated

future cash-flows which are expected of this receivable. Losses

arising from the impairment loss are recognised under other

operating expenses.

Advance payments made and other assets, which are not

financial instruments for the purpose of IFRS 7, are initially

recognised at the acquisition costs. They are subsequently

valued at continued acquisition costs with consideration of

impairment losses. All the recognised receivables and other

assets are non-current.

Securities

Current securities are categorised as financial instruments available

for sale as they have not been acquired for trade purposes. They

are reported in the balance sheet on the settlement date. They

are initially and subsequently valued at fair value. Changes to

value are recognised in the provisions for market value changes

as neutral in their affects to profits. The valuation of the fair value

is carried out according to prices quoted on active markets for

identical financial liabilities (level 1) or derived from such prices

(level 2). If market values cannot be determined reliably, the fair

value is calculated on the basis of recognised financial calculation

models (level 3).

Derivative financial instruments

Derivative financial instruments are initially recognised and sub-

sequently valued at the fair value at all times. Market values of

comparable listed derivatives are used as fair values (level 1). If

there are no market values, then the fair values are calculated

on the basis of recognised financial calculation models (level 3).

Changes to the fair value are recorded in income. The derivatives

available in the group are not recognised in the financial hedging

relationships on the closing date.

Cash and cash equivalents

Cash and cash equivalents are organised in the category “credits

and receivables”. Short-term deposits with a term of up to 90

days which do not display a great risk of value fluctuation are

summarised under cash equivalents. Cash and cash equivalents

are valued at their nominal value

Deferred taxes

Deferred taxes are recognised for temporary differences bet-

ween the fiscal carrying values of assets and liabilities and the

carrying values in the consolidated financial statement as well

as on losses carried forward, in order to accurately account for

future tax liability and relief.

Deferred taxes were valued using the expected tax rates on the

basis of current legislation at the end of the financial year. In doing

so, the individual conditions of each legal entity were considered

for the tax calculations. For foreign companies, the respective tax

rates specific to that country were used.

Deferred tax liabilities are recognised for all taxable temporary

differences. Deferred tax assets are recognised in those cases

in which their feasibility seems to be sufficiently probable in

the near future. The tax effect of tax losses carried forward was

capitalised to the extent to which the future use of such losses

carried forward is expected.

Deferred tax assets and liabilities are offset to the extent to which

a legal right of set-off against the same tax authority exists.

Provisions

Provisions are formed for present legal and actual obligations to

third parties if the obligation is likely to lead to a future outflow

of resources and the amount of the obligation can be reliably

estimated. Short-term provisions are recorded on the expected

settlement date. Long-term provisions are recorded at the present

value. To calculate the present value, provisions are discounted

to the balance sheet date on the basis of a risk-adequate and

duration-appropriate market interest rate.

Prepayments received, liabilities and tax liabilities

Liabilities described in the Notes cover prepayments received,

trade liabilities, other financial and non-financial liabilities as well

as tax liabilities.

Prepayments received are recognised at their settlement values.

Financial liabilities within the meaning of IFRS 7 are trade accounts

payable, financial liabilities, variable purchase price components

and derivative financial instruments.

These are initially recognised at the fair value. Transaction costs

that can be directly attributed to the purchase of financial liabili-

ties (which are valued at the fair value with no effect on the net

income) are taken into consideration. Non-current liabilities are

subsequently valued at the continued acquisition costs using

the effective interest method. Current liabilities are subsequently

valued at the settlement amount, without discount.

In accordance with IFRS 3, liabilities arising from variable purchase

prices are valued at the fair value of the likely settlement amount

which is discounted to the present value when the term is longer

than one year.

The estimate of tax liabilities ensues in the amount of the antici-

pated payment of taxes.


Own shares

Own shares are valued at the acquisition costs and deducted

from the equity capital with no effect on the net income. The

statement ensues in the balance in one separate item.

Purchases and sales as well as expenses and redemption of own

shares are recorded without affecting the net income.

Share-based compensations with settlement by means of

equity instruments

For the purposes of the YOC Management Incentive Programme,

subscription rights to YOC shares are granted on the first and

second management levels of YOC Group.

These are valued at the fair value of the equity instruments

on the day of the granting and are recorded linearly as perso-

nnel expenditure over the time period until the non-forfeiture.

On every balance date the estimation regarding the number of

equity instruments which become non-forfeitable is checked.

If existent, the effects of modifications of the original estima-

tions are to be recorded affecting the net income, subject to the

adjustment of the capital reserve, over the remaining period

until non-forfeiture.

Revenues and expenditure

YOC Group mainly generates its revenues by rendering services.

The recognition of sales proceeds takes place at the time of

the service provision so that the economic benefit of the group

resulting from the services is assigned on an accrual basis.

Revenues are valued at the fair value of the service in return and

net of the amounts of bonus agreements with the customers,

granted allowances or similar deductions. Agency commissions are

listed under other operating expenses. Expenditures are recorded

at the time of the cause, affecting net income.

Service agreements for customer-specific software

Sales revenues from service agreements for customer-specific

software which can be reliably estimated are recognised accor-

ding to the percentage-of-completion method depending on the

respective degree of completion. The order costs of the service

rendered are pro-rated with the estimated total order costs for

the determination of the degree of completion.

If the result of an order cannot be reliably estimated, the sales

revenues are only recognised to the amount of the already incurred

and probably recoverable order costs.

If the estimated total order costs exceed the total order proceeds,

this estimated loss is recognised as expenditure. Order costs are

recognised on an accrual basis.

If the order costs incurred plus accounted gains less accounted

losses exceed the value of the settlement according to the degree

of completion, the surplus is shown as asset under trade accounts

receivable. Liability items are recognised within other financial

obligations if the value of the settlement according to the degree

of completion exceeds the incurred order costs plus accounted

gains and less accounted losses.

If orders that have not been started yet were already paid for,

the amount is recognised as advance payment received. Partial

settlements for already rendered services from a service agree-

ment which the customer has not paid for yet are recognised

as trade accounts receivable in the balance sheet.

Licence revenues

Furthermore, YOC Group generates sales with the licensing of software

solutions. They are collected on an accrual basis over the term of

the licence agreement in case of surrender of use. In case of a sale

of licences, sales are considered as realised at the date of the sale.

Revenues in the field of Media and other sales

Revenues in the field of Affiliate Marketing and Mobile Advertising

are recognised at the date of service provision and as gross sum.

The respective publisher remunerations are recognised on an

accrual basis as services obtained in the cost of materials.

Interest

Interest earned and interest payable are recorded on an accrual

basis and affecting net income.

Leasing

At YOC Group, both finance and operating leases exist.

Within the scope of operating leases, expenditures caused are

recorded linearly as expenditure over the duration of the contract.

In the event that performance incentives have been granted in

order to enter an operating lease, these are distributed over the

duration of the contract according to the costs-by-cause principle

unless another systemic basis meets the actual use development.

In the specific case of an operating lease, the performance incen-

tives obtained are recorded linearly as a reduction of the current

leasing expenditure over the duration.

Assets which are acquired within the scope of a finance lease

are set at their fair value or the lower cash value of the minimum

leasing payments at the beginning of the lease. For the liability to

the lessor, a corresponding amount is recorded under liabilities.

Leasing relationships in which companies of YOC Group appear

as the lessor do not exist.

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3.2 Use of estimates and discretionThe creation of the consolidated financial statement in accordance

with IFRS requires assumptions and discretionary decisions to

be made which concern the future and must not correspond

to prospective circumstances by nature. Such assumption and

assessment affects the inclusion and valuation of assets and

liabilities as well as revenues and expenses. Assessment and

assumption of this consolidated financial statement is based

on empirical values as well as other factors that are considered

plausible and commercially reasonable under the given cir-

cumstances. As the assessment may differ from actual values,

assumptions and assessment are subject to regular verifica-

tion. Essential estimations and assumptions have been made

in particular regarding the following issues: medium-term plans,

discount rates and rates of growth for the assessment of the

goodwill and intangible assets, conditional purchase price liabi-

lities for earn out agreements from mergers and the feasibility

of active deferred taxes. For the declaration of asset values

which have been ascertained using estimations, we refer to

the corresponding individual comments.

3.3 Equity managementIn the business year 2011, as well as in the previous years, YOC

Group focused on financing its business activity using its own equity.

The Management Board is informed of the development of YOC

Group‘s own equity through the reporting of key figures such as

the equity ratio. In doing so, the aim is to ensure the ideal balance

of own and outside financing.

Furthermore, financial covenants have been imposed upon YOC

Group by the bank that grants loans within the scope of outside

financing. In the process, the minimum own resources and the

net accumulation of debt/EBITDA form the basis of assessment.

The financial covenants were not met as of 31 December 2011.

However, the lender waived the exertion of his right of termination

resulting from the breach of the covenants after the balance sheet

date and before the publication of the consolidated financial

statement in writing until the presentation of the consolidated

financial statements 2012. Therefore, statements ensues under

current loan liabilities.

3.4 Currency effects and currency conversionThe functional currency of the parent company and the presen-

tation currency of the group is the euro.

If the transactions are invoiced in a foreign currency, receiva-

bles and payables will be converted into the particular functional

currency at the exchange rates applicable on the closing date

of the transaction and entered in the accounting records. Recei-

vables and payables existing on the balance sheet date will be

correspondingly adjusted for any currency fluctuations.

The conversion of currency for the annual financial statements

of foreign subsidiary companies is effected in accordance with

the functional currency concept. The functional currency of the

respective investment is the respective national currency.

Assets and liabilities of affiliated companies, whose functional

currency is a different one than the euro, are converted into euro

according to the currency rate valid on the balance sheet closing

date. Changes during the year as well as expenses and income

are converted into euro using the annual average exchange rates.

Equity is converted using the respective historical rate. Differences

resulting from the conversion at end-of-period exchange rates are

recorded as currency conversion differences in equity.

The following exchange rates form the basis of currency conversion:

The following table indicates the sensitivity of the group‘s conso-

lidated pre-tax earnings in comparison to a fundamentally pos-

sible exchange rate modification after reasonable assessment, in

percentage points of the Pound Sterling (GBP) and the US Dollar

(USD). All monetary assets in foreign currency are factored into

the sensitivity. All other variables remain constant in the analysis.

The fully consolidated subsidiary companies YOC Mobile Advertising

Ltd. and YOC Ltd. have receivables in USD. Currency fluctuations

resulting from the currency conversion from USD to GBP have

an effect of 7 kGBP in case of +5% and -7 kGBP in case of -5%.

31.12.11 31.12.10 2011 2010

1 EUR = GBP 0.83783 0.8568 0.8678 0.8579

1 EUR = USD 1.29485 1.3252 1.3924 1.3264

1 EUR = CHF 1.21675 1.2465 1.2330 1.3831

Average rateClosing rate

Foreign currency

Foreign currency market trend in percentage

points

2011

Pound Sterling (GBP) +5% -47 kEUR

- 5% 53 kEUR

US Dollar (USD) +5% -21 kEUR

- 5% 23 kEUR

2010

Pound Sterling (GBP) +5% -48 kEUR

- 5% 53 kEUR

US Dollar (USD) +5% 6 kGBP

- 5% -6 kGBP

Effect on earnings before taxes


On 23 March 2011, YOC AG acquired 100% of the shares in Mobi-

lADdict SAS, Paris, France. MobilADdict SAS is a French mobile

advertising provider marketing advertising space in the mobile

internet. The acquisition enables YOC Group to expand its position

on the French market and accelerates international growth.

The acquisition costs amounting to kEUR 2,747 consist of a

fixed earn out component amounting to kEUR 2,165 as well as

a variable earn out component with a fair value of kEUR 582 at

the date of acquisition. Incidental acquisition costs amounting

to kEUR 100 were recorded under other operating expenses.

The fixed earn out components amounting to kEUR 830 were

paid in cash and a total of kEUR 1,332 was paid in the form of

38,000 no-par-value shares of YOC AG issued in the name of the

holder at a share price of EUR 35.04 per share. A capital increase

of 28,000 new no-par-value shares issued in the name of the

holder at a share price of EUR 35.04 per share was implemented

for the payment of the purchasing price in shares. The transfer

of 10,000 YOC shares from the own stock of YOC AG was also

implemented at a share price of EUR 35.04 per share.

The variable earn out component is based on the EBITDA of

MobilADdict SAS generated in the financial years 2011 and 2012

and is due for payment on 1 July of the respective subsequent

year. At the time of the preparation of the consolidated financial

statement, YOC AG expects an obligation resulting from the vari-

able earn out component amounting to kEUR 616 estimated at

a fair value of kEUR 582 as of the acquisition date.

In case of an overachievement of the earnings for 2011 and 2012,

a conditional earn out payment of a maximum total of kEUR 776

for 2011 and 2012 may fall due in accordance with the purchase

agreement so that a maximum variable purchase price amoun-

ting to kEUR 1,552 may result. A conditional earn out payment

amounting to kEUR 470 is expected for the financial year 2011

as of 31 December 2011. At the time of preparation of the conso-

lidated financial statement for the financial year 2012, YOC AG

expects the achievement of an adjusted EBITDA of MobilADdict

SAS amounting to between kEUR 412 and kEUR 575. In this case,

an estimated subsequent earn out obligation amounting to kEUR

147 would become due on 1 July 2013, which was valued at a fair

value of kEUR 138 as of 31 December 2011. If MobilADdict SAS

misses its EBITDA targets contrary to expectations, the payment

in return may be reduced to kEUR 0.

A purchasing price allocation in accordance with IFRS 3 was imple-

mented for the acquisition of MobilADdict SAS. As the valuation of

the variable earn out obligation has not been fully completed with

regard to MobilADdict SAS, the purchasing price allocation is preli-

minary and can be adjusted within one year after the takeover date

on the basis of conclusive information in accordance with IFRS 3.

The following table shows the preliminary purchasing price allo-

cation of MobilADdict SAS at the date of acquisition:

Customer bases amounting to kEUR 1,808 were capitalised

within the scope of the purchase price allocation. The customer

bases were valued at the fair value. A modified DCF method

based on the currently valid version of the IDW S1 (Standard of

the Institute of Public Auditors in Germany) was applied within

the scope of the income approach. The subsequent valuation

of customer bases will be implemented on a linear basis as

scheduled during a useful life of 10 years.

The fair value of trade accounts receivable amounted to kEUR

844 at the date of acquisition (gross amounts receivable to the

tune of kEUR 944; kEUR 100 thereof were adjusted due to their

age structure).

This leads to preliminary net assets amounting to kEUR 1,356

as of 31 December 2011. The goodwill of kEUR 1,391 resulting

from the difference between the fair value of the acquisition

costs amounting to kEUR 2,747 and the preliminary net assets

reflects the potential synergy effects and the strategic develop-

ment potential of the company. It is expected that the goodwill

recorded is not tax-deductable.

MobilADdict SAS contributed kEUR 1,993 in sales and earnings

after tax amounting to kEUR 70 to the group earnings as of 31

December 2011. In case of inclusion of MobilADdict SAS as of

1 January 2011 in YOC Group, the company would have contri-

buted sales amounting to kEUR 2,259 and earnings after tax

amounting to kEUR -30.

4. acquisitions

Preliminary purchase price allocation of MobilADdict SAS (in TERUR)

Fair values at the date of acquisition

Non-current assets 1,854

Intangible assets 1,811

Property, plant and equipment 7

Deferred assets 36

Current assets 1,476

Trade receivables and other receivables 1,042

Securities 13

Cash and cash equivalents 421

Liabilities 1,974

Liabilities 1, 371

Deferred tax liabilities 603

Net assets 1,356

Reconciliation goodwill (in kEUR)

Fair value of the acquisition costs 2,747

Net assets 1,356

Goodwill 1,391

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There were no further acquisitions by YOC Group during the

financial years 2010 and 2011.

The assessment of conditional earn out obligations to be imple-

mented regularly led to an adjustment of the variable purchasing

prices from the acquisition of YOC Spain, S.L. in 2011.

The cash share of the agreed variable earn out component

amounting to kEUR 103 was paid out in the financial year 2011.

With the transfer of 7,000 own shares at a share price of EUR

30.75 to the seller of YOC Spain, S.L. (formerly: Mobile Interac-

tive Advertising Media, S.L.) YOC AG fulfilled another conditional

purchasing price payment.

The conditions for the achievement of the agreed variable earn out

component in share packages were not fulfilled as of 31 December

2011. As of 31 December 2011, the adjustment of the variable purcha-

sing price was carried out by means of an adjustment of the goodwill

amounting to kEUR -346 on the basis of IFRS 3 (2004), which has

been binding as of the acquisition date.

In the financial year 2011, a subsequent adjustment of the purchasing

price amounting to kEUR 55 was carried out for the acquisition

of belboon-adbutler GmbH (formerly: adbutler GmbH), which was

completed on 12 March 2008. The purchase price is adjusted by

a goodwill adjustment according to IFRS 3 (2004), the application

of which was mandatory at the time of acquisition.

The following table shows the development of the goodwill from

the acquisitions of YOC Group:

The amount of the item “Acquisition of equity investments” of

the cash-flow statement amounting to kEUR 1,016 is established

as follows:

Company purchases (in kEUR)

Values as of

31.12.09Sevenval

GmbH

belboon-adbutler

GmbHYOC Ltd.

YOC Spain,

S.L.

Values as of

31.12.10

Brutus Media GmbH

Moustik GmbH

Moustik Sprl.

belboon-adbutler

GmbH

YOC Spain,

S.L.

Mobil ADcict

SAS

Values as of

31.12.11

Purchase price 18,384 18,384 2,747 21,131

Variable purchase price adjustment -74 -8 28 372 223 541 55 -346 250

Incidental acquisi-tion expenses 306 306 306

Total purchase price 18,616 -8 28 372 223 19,231 55 -346 2,747 21,687

Net assets to book values 2,351 2,351 115 2,466

Adjustment to fair

Intangible assets 6,979 6,979 1,808 8,787

Deferred tax assets 659 659 36 695

Deferred tax liabilities 2,118 2,118 603 2 , 7 21

Purchased assets and debts total 7,871 7,871 1,356 9,227

Impairment -1,213 -91 -507 -1,811

Remaining goodwill 10,744 -8 28 372 223 11,359 -1,213 -91 -507 55 -346 1,391 10,648

20112010

Acquisition of equity investments of the CF statement (in kEUR) belboon-adbutler GmbH YOC Spain, S.L. MobilADict SAS Total

Purchase prices affecting payment in 2011 0 0 830 830

Variable purchase price components paid in arrears in 2011 (classified as liability in the previous years) 83 103 0 186

Acquisition of equity investments 83 103 830 1,016


5. Notes to the statement of Comprehensive Income 5.1 RevenuesYOC Group generated revenues in the amount of kEUR 33,332

(2010: kEUR 30,454) in the financial year 2011, primarily arising

from the provision of services in the fields of Mobile Techno-

logy and Media.

In the financial year 2011, YOC Group recorded revenues using

the percentage-of-completion method according to the degree

of completion for the first time. Ongoing projects on the closing

date are offset against the recorded revenues total costs plus

possible gains minus possible losses amounting to kEUR 2,506

(2010: kEUR 0).

5.2 Changes in inventory and internally produced and capitalised assets

In the financial year 2011, there was no work in progress

reported.

kEUR 1,357 (2010: kEUR 1,131) was capitalised for the deve-

lopment costs of self-developed software. The product field

of mobile marketing predominantly developed software

that is applied within the scope of service provision. In addi-

tion, the mobile internet technology, adserving technology

and affiliate marketing technology were constantly further

developed.

The recognition criteria of IAS 38 were met. The directly attribu-

table individual costs were capitalised in the balance sheet as

production costs for self-developed software. Production costs

were determined on the basis of hourly logs and measured at

daily rates for each employee.

The costs for the research and development of new products

and technical innovations in the financial year 2011 amounted

to kEUR 2,006 (2010: kEUR 1,637).

YOC Group invested kEUR 868 (2010: kEUR 835) for the fur-

ther development of mobile internet technology and kEUR 578

(2010: kEUR 327) in other mobile marketing technologies.

The research and development costs were distributed across

the two business areas of YOC Group as follows:

5.3 Other operating income

The item “other income” mainly contains income from the reim-

bursement of the value added tax from the previous years.

5.4 Expenses for good and services

The expenses for services received amounting to kEUR 16,987

(2010: kEUR 12,626) mainly comprises costs incurred for the

infrastructure for the provision of services, utilisation of external

services for the implementation of projects, publisher compen-

sation as well as the sending of SMS, MMS and e-mails.

5.5 Personnel expenses

In the financial year 2011, the increase of personnel expenses by

kEUR 3,278 to kEUR 14,562 primarily resulted from the further

group-wide expansion of the workforce in the core areas.

A sum amounting to kEUR 119 (2010: kEUR 115) for direct insu-

rance policies and contributions to the statutory / public pen-

sion fund (contribution-oriented scheme) amounting to kEUR

753 (previous year: kEUR 595) are included in the social security

Research and development expenses (in kEUR) 2011 2010

Mobile Technology 1,446 1,162

Media 560 475

Total 2,006 1,637

Other operating income (in kEUR) 2011 2010

Accrual adjustment and liquidation 86 15

Other remuneration in kind 71 61

Government grant income 52 4

Foreign exchange and currency con-version gains 49 46

Foreign exchange and currency con-version gains 44 0

Other income 53 202

Total 355 328

Expenses for goods and services(in kEUR) 2011 2010

Goods 8 105

Received services 16,987 12,626

Total 16,995 12,731

(in kEUR) 2011 2010

Changes in inventory 0 -30

Internally produced and capitalised assets 1,357 1,131

Total 1,357 1,101

Personnel expenses (in kEUR) 2011 2010

Wages and salaries 12,414 9,587

Social security 2,148 1,697

Total 14,562 11,284

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payments. The item “wages and salaries” contains expenses for

the stock option programme introduced in the financial year

2009 amounting to kEUR 161 (2010: kEUR 138).

The calculation of the annual average number of employees

of MobilADdict SAS is carried out on a pro-rata basis from the

initial consolidation. The total as of year end does not include

board members.

5.6 Other operating expensesThe item “marketing, communication, media placement” mainly

contains costs for agency provisions amounting to kEUR 1,234

(2010: kEUR 535) as well as costs for marketing and public rela-

tions amounting to kEUR 544 (2010: kEUR 963).

The item “running costs of the business” includes rental, leasing

and ancillary expenses amounting to kEUR 804 (2010: kEUR

724), expenses for repairs, maintenance and upkeep of opera-

ting and business equipment as well as software amounting to

kEUR 132 (2010: kEUR 132) as well as expenses for contributions,

insurances and taxes amounting to kEUR 89 (2010: 122).

The increase of legal and professional fees by kEUR 421 to

kEUR 804 (2010: kEUR 383) results from the higher legal advice

costs in the financial year 2011, which were incurred due to the

acquisition of MobilADdict SAS as well as the strategic reorien-

tation of YOC Group in the third quarter. Moreover, expenses for

tax advice services increased.

Furthermore, all other operating expenses also encompass additi-

onal costs of monetary transactions amounting to kEUR 45 (2010:

kEUR 56), expenses from the remuneration of the Supervisory

Board amounting to kEUR 38 (2010: kEUR 38), expenses for other

taxes amounting to kEUR 87 (2010: kEUR 5) as well as expenses for

licences and concessions amounting to kEUR 39 (2010: kEUR 28).

5.7 Interest

The net interest income amounting to a total of kEUR 187 (2010:

kEUR 103) includes an income of kEUR 133 (2010: kEUR 75)

which is a result of the development of the interest rate swap.

Interest and similar expenses mainly contains tax-deductible fringe

benefits and other benefits in connection with business taxes.

The recognition of fair values for the variable purchase price com-

ponents of the business acquisitions resulted in the associated

liabilities being discounted to the date of the business acquisition.

Subsequent valuation (accumulation) led to interest expenses

amounting to kEUR 19 (2010: kEUR 19) in the financial year.

Interest expenses from loan agreements which have a final

maturity of more than one year are accounted for under the

item “interest expense for non-current liabilities”.

Interest expenses for non-current liabilities include an amount

of kEUR 16 (2010: kEUR 16) which accounts for non-current

finance leasing.

5.8 Income TaxesThe tax expenses for the financial year 2011 consist of the following:

The actual taxes on income consist of corporate income tax,

trade tax, solidarity surcharge and the foreign taxes on income

and earnings. The actual domestic taxes on income are regarded

Number of employees 2011 2010

Annual average 214 180

Year-end number 227 187

Other operating expenses (in kEUR) 2011 2010

Marketing, communication, media placement 2,363 2,249

Running operating expenses 1,098 1,063

Legal and professional fees 804 383

Travel expenses 664 492

Outside service 546 205

Value adjustment on receivables 265 148

Recruiting and training expenses 243 84

Stock exchange listing fees 50 47

Stock price losses 47 79

All other operating expenses 411 299

Total 6,491 5,049

Financial result (in kEUR) 2011 2010

Security income and other interest income 54 28

Income from interest rate swap valuation 133 75

Interest Income 187 103

Interest and similar expenses 380 87

Interest expenses from long-term liabilities 42 343

Interest expenses 422 430

Financial results -235 -327

Income Taxes (in kEUR) 2011 2010

Current taxes

Domestic 87 6

Foreign 144 108

Total 231 114

Deferred taxes

Domestic -1,655 460

Foreign -364 -77

Total -2,019 383

Income taxes -1,788 497


as tax expenses for other accounting periods.

The deferred taxes recognised in income are broken down as

follows:

The deferred taxes recognised in income for the financial year

amount to a total of kEUR -2,019 (2010: kEUR 383).

The following table shows the offsetting and reconciliation from

the expected to the actual disclosed tax expenses:Deferred taxes recognised in profit or loss (in kEUR) 2011 2010

On temporary differences -551 169

On loss carry-forward and tax benefits -1,468 214

Total -2,019 383

Tax reconciliation (in kEUR) kEUR % kEUR %

Earnings before tax -9,669 1,168

Tax rate of YOC AG 31% 31%

Expected tax expenditure -2,960 358

Changes due to deviations from tax assessment basis

Tax-free earnings, tax allowances and benefits 0 -13

Non tax-deductible expenses 119 59

Non tax-deductible depreciation on goodwill 571 0

Tax rate deviations

Diverging tax rate effects -2 13

Diverging foreign tax rate effects 4 -24

Deferred tax assets appropriation and assessment

Deferred tax value correction on loss carry-forward 0 98

Deferred tax allocation on loss carry-forward 0 0

Non-recognition of deferred tax assets on loss carry-forward 325 0

Tax rate deviations on deferred taxes

Tax rate deviations on deferred taxes 23 0

Non-periodic effects

Taxes from previous years 93 6

Other

Other 39 0

Actual tax expenditure according to the Income Statement -1,788 497

2011 2010

The expected tax expenses result from the multiplication of the

consolidated result before taxes with the tax rate of the parent

company amounting to: 30.61% (previous year: 30.61%). The

relevant tax rate is calculated according to the tax regulations

valid on the closing date of the financial statement. The corpo-

rate income tax, the solidarity surcharge and the trade tax will

be considered accordingly.

The following deferred tax assets and liabilities were recognised

on differences and on tax loss carry-forward:

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Deferred tax assets/liabilities (in kEUR) 2011 2010

Deferred tax assets

Deferred tax liabilities

Deferred tax assets

Deferred tax liabilities

Intangible assets 332 2,135 301 2,275

Work progress 762 0 0 0

Property, plant and equipment 0 8 0 0

Receivables 0 376 0 2

Provisions 0 93 0 0

Liabilities 331 777 72 4

Tax loss carry-forwards and benefits 2,447 0 936 0

Total 3,872 3,389 1,309 2,281

Offsetting -2,801 -2,801 -1,309 -1,309

Recognised in the balance sheet 1,071 588 0 972

For the calculation of deferred taxes for German tax purposes a

corporate tax rate of 15% and a solidarity surcharge of 5.5% was

used. The trade tax is calculated using a 3.5% base rate and the

respective tax rate specific to each municipality.

Deferred taxes on balance sheet items relating to foreign equity

investments were determined in consideration of the tax condi-

tions applicable to the respective company.

Deferred taxes on tax loss carry-forwards were determined

taking their future feasibility into consideration. Deferred tax

assets on tax loss carry-forwards which amounted to kEUR 1,417

(2010: kEUR 300) were not recognised on 31 December 2011.

The amount of deferred tax assets to be indicated in accor-

dance with IAS 12.82 is kEUR 1,071 (2010: kEUR 0) and is

expected to be realised by corresponding future gains as sche-

duled. The usage of tax loss carry-forwards has no time limits

in Germany.

The tax receivables amounting to kEUR 15 (2010: kEUR 23) con-

tain the following items:

Tax liabilities amount to kEUR 257 (2010: kEUR 102) as of 31

December 2011.

5.9 Earnings per shareThe registered share capital as of 31 December 2011 is divided

into 1,915,000 bearer shares (2010: 1,887,000 bearer shares)

each with a nominal value of EUR 1 per share. To calculate the

undiluted earnings per share, the earnings attributed to ordi-

nary shareholders of YOC AG were divided by the weighted ave-

rage number of ordinary shares in circulation during the year.

The following amounts were used as the basis for the calcu-

lation of diluted earnings per share and the basic earnings:

The profit after tax for the financial year 2011 amounted to kEUR

-7,881 (2010: kEUR 671).

Due to the loss situation the stock options had no dilutive

effect in 2011. Thus, the undiluted and the diluted earnings per

share are the same for the financial year 2011 and amount to

EUR -4.19 (2010: undiluted EUR 0.39/diluted EUR 0.36).

5.10 Segment reportingSegment reporting takes place on the basis of the internal

management structure. For the purpose of focussing on the

scalable business units, reorganization of segments took

place in the first quarter of the financial year in order to fur-

ther develop the business segment strategy leading to more

internal and external transparency. The group is now organised

in the following reportable business segments:

1. Mobile Technology

2. Media

The Mobile Technology segment encompasses the product areas

Mobile Marketing and Mobile Internet as well as the former busi-

ness unit Mobile B2C Services which, however, no longer forms

part of the strategic focus of YOC Group. Mobile Technology also

includes the licensing and implementation of technological pro-

ducts for target-oriented communication via mobile end devices.

Tax receivables (in kEUR) 2011 2010

Reclaims for:

Corporate tax 0 11

Trade tax 9 9

Capital yields tax 6 3

Total 15 23

2011 2010

Weighted average number of common shares to calculate the undiluted results per share 1,879,299 1,735,005

Dilutive effect of share options 0 154,479

Weighted average number of common shares adjusted by the dilutive effect 1,879,299 1,889,484


The Media segment encompasses the product areas Mobile

Advertising and Affiliate Marketing. The business unit Media

includes the marketing of mobile websites and applications on

cost-per-thousand-impressions (CPM), media penetration and

performance basis.

The following table shows the earnings of the individual seg-

ments. EBITDA is used as the measure of earnings, in accor-

dance with the internal reporting structure:

Segment reporting (in kEUR)Mobile

Tech Media Consolidation Overhead YOC-Gruppe

01.01.2011-31.12.2011

External sales 13,019 20,313 33,332

Internal sales 3,016 2,458 -5,473 0

Total sales 16,035 22,771 -5,473 33,332

Internally produced and capitalised assets 984 373 1,357

Change in portfolio 0 0 0

Other operational yields 259 96 355

Overall performance 14,262 20,782 35,044

Cost of material 3,428 13,567 16,995

Personnel cost 8,907 3,420 2,235 14,562

Other operational cost 2,365 2,336 1,790 6,491

EBITDA -438 1,459 -4,025 -3,004

01.01.2010-31.12.2010

External sales 18,699 11,755 30,454

Internal sales 3,812 599 -4,411 0

Total sales 22,511 12,354 -4,411 30,454

Internally produced and capitalised assets 815 317 1,131

Change in portfolio -30 0 -30

Other operational yields 229 99 328

Overall performance 19,713 12,170 31,883

Cost of material 4,933 7,798 12,731

Personnel cost 7,273 2,229 1,782 11,284

Other operational cost 2,464 1,170 1,416 5, 0 49

EBITDA 5,044 973 -3,198 2,819

Earnings after tax (in kEUR) 2011 2010

EBITDA -3,004 2,819

Amortisation -6,430 -1,324

Earnings -235 -327

Taxes 1,788 -497

Earnings after taxes -7,881 671

The balancing and valuation methods of the segments obligated

to report follow the balancing and valuation methods used in the

consolidated financial statements.

EBITDA can be reconciled to earnings after tax as follows:

External sales of kEUR 17,882 (2010: kEUR 21,544) is attributed to

Germany and kEUR 15,450 (2010: kEUR 8,909) is attributed to inter-

national sales.

Sales revenues are essentially allocated to the country in which the

service is provided. If such an allocation is not possible, then the

revenue is allocated to the country in which the provision of the ser-

vice was commissioned.

Of the non-current assets, kEUR 6,136 (2010: kEUR 4,882) is inter-

nationally attributable and kEUR 13,934 (2010: kEUR 15,500) can be

attributed to Germany.

5.11 Other comprehensive incomeOther comprehensive income in the financial year 2011 include

changes arising from currency conversions amounting to kEUR 11

(2010: kEUR 62).

No amounts have been dissolved in the profit and loss statement in

the financial year 2011. There were no further taxes to be considered.

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6. Notes to the financial position

Changes to property, plant and equipment (in kEUR) PPE

Acquisition costs

as of 01.01.2010 1,738

Changes in the scope of consolidation 0

Additions 295

Disposals 126

Currency translation effects 6

as of 31.12.2010 1,913

Depreciation

as of 01.01.2010 1,013


Additions 245

Disposals 115


as of 31.12.2010 1,144

Net book vlaue as of 31.12.2010 769

Acquisition costs

as of 01.01.2011 1,913


Additions 734

Disposals 79


as of 31.12.2011 2,578

6.1 Property, plant and equipmentTangible assets primarily encompass operating and office

equipment and IT infrastructure such as server systems.

On 31 December 2011, the consolidated balance sheet showed

tangible assets inventory amounting to kEUR 1,176 (2010:

kEUR 769). Regular depreciation on tangible assets amounted

to kEUR 328 for the financial year (2010: kEUR 245).

There were no restraints on disposal or restrictions for indivi-

dual tangible assets. Likewise, no tangible assets were pledged

or issued as security in any way.

Impairment and extraordinary write-downs on tangible assets

were not necessary in the financial year 2011.

YOC AG committed itself to the purchase of fixtures added by

tenants and office equipment amounting to kEUR 55 in the


The development of the tangible assets is as follows in the

financial year 2011:

6.2 GoodwillThe development of the goodwill is represented as follows:

Depreciation

as of 01.01.2011 1,144


Additions 328

Disposals 72


as of 31.12.2011 1,402

Carrying amounts as of 31.12.2011 1,176

Goodwill (in kEUR)

as of 01/01/2010 10,744

Additions 623

Disposals 8

Impairments 0

as of 31/12/2010 11,359

Additions 1,447

Disposals 347

Impairments 1,811

as of 31/12/2011 10,648


The change of the goodwill in the financial year 2011 arose from

the addition within the scope of the acquisition of MobilADdict SAS

as well as the adjustment of the variable purchase price compon-

ents using IFRS 3 which, at the time of the acquisitions in previous

years, was mandatory to use (see also Chapter 4 “Acquisitions”).

At the end of the third quarter, goodwill was subject to an

impairment test in accordance with IAS 36, in which impair-

ment amounting to kEUR 1,811 was the result. Due to the focus-

sing on the core business in the Mobile Technology segment,

YOC Group abandoned side activities in the areas Mobile B2C

Services as well as Mobile Messaging in the financial year 2011.

The impairment of the goodwill amounts to kEUR 598 in the

business unit Mobile B2C Services and kEUR 1,213 in the busi-

ness unit Mobile Messaging.

To carry out the recoverability test, the goodwill was allocated

to the cash generating units (reporting units) that are expected

to profit from the synergies of the company acquisitions. These

reporting units represent the lowest level at which the good-

will is monitored for management control purposes. They cor-

respond to the Media segment as well as the business units

Mobile Technology, Mobile B2C Services and Mobile Messaging.

The impairment test involves determining the use value of

the reporting units with the help of estimated future cash

flows which are derived from the medium-term planning. The

medium-term planning is based on experienced data relating

to the past and considers market growth expectations for spe-

cific business segments. The medium-term planning horizon

amounts to five years provided that the company is a going

concern. Payment flows after this five year period are predicted

using a growth rate of 2% (2010: 2%) which does not exceed

the assumed average market growth of the respective reporting

units. Discount rates are ascertained on the basis of the average

weighted cost of capital usual in the industry and amount to

7.8% and 9.6% before tax for 2011 (2010: between 7.8% and 9.6%).

The impairment tests did not lead to any other impairment requi-

rements of the goodwill apart from the impairment stated above.

The following table provides an allocation of the goodwill to the

business segments:

6.3 Intangible assetsThe inventory of intangible assets on 31 December 2011 amoun-

ting to kEUR 7,175 (2010: kEUR 8,253) consists of the following:

Intangible assets with indefinite useful lives were allocated to

individual cash generating units as follows:

The trademark adbutler was originally valued using the relief-

from-royalty method, as well as using the impairment test in

subsequent years. A royalty rate of 1% (2010: 1%) was applied to

trademark-relevant revenues. The discount rates for 2011 range

from 7.8% to 9.6% before tax (2010: between 7.8% and 9.6%).

Remarks concerning the method used to test the impairment of

goodwill apply to the assessment of the website and trademark

rights. The impairment test on 30 September 2011 indicated the

need to impairment of the websites amounting to a total of kEUR

949 and of the trademark rights amounting to kEUR 21. Intan-

gible assets impaired in value were used in the business units

that are discontinued in the course of the business restructu-

ring of YOC Group. The management estimated the recoverable

amount of the websites and trademark rights concerned EUR

0 within the scope of the impairment test for the Mobile Mes-

saging unit on 30 September 2011 so that the comparison with

the book value of these assets led to full impairment.

Apart from the impairment stated above, the impairment tests

did not indicate any further need to recognise any impairment

of intangible assets.

The intangible assets with definite useful lives encompass the

following items:

Goodwill (in kEUR) 2011 2010

Mobile Technology 7,595 9,406

Media 3,053 1,953

Total 10,648 11,359

Intangible assets (in kEUR) 2011 2010

Intangible assets with indefinite useful lives 572 1,542

Intangible assets with definite useful lives 6,603 6,711

Total 7,175 8,253

Business segmentCash-generating

unit 2011 2010

Mobile Technology

Websites (from the acquisition

of Brutus Media GmbH)

0 911

Other websites 26 64

Other trademark rights 0 21

Media

Trademark rights (from the

acquisition of adbutler GmbH)

546 546

Total 572 1,542

(in kEUR) 2011 2010

Self-developed software 3,198 3,152

Software and licences 230 316

Customer bases 3,175 3,243

Total 6,603 6,711

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The software components which have already been completed

and amounted to a production cost of kEUR 3,198 (2010: kEUR

3,152) are subject to scheduled depreciation linearly over a useful

life period of between 3 and 8 years. As of 31 December 2011, the

remaining useful lives were between 2.75 and 5.75 years (2010:

between 3.75 and 6.75 years).

The customer bases amounting to kEUR 3,175 (2010: kEUR 3,243)

include the customer bases acquired with the acquisitions of

subsidiary companies.

The scheduled depreciation of intangible assets amounted to

kEUR 1,412 in the financial year (2010: kEUR 1,079).

There was impairment on capitalised self-developed software

amounting to kEUR 554, on acquired software and licences

amounting to kEUR 22 and on customer bases amounting to

kEUR 1,336 in the financial year 2011.

The need for impairment resulted from the strategic decision of

YOC Group to abandon the business units Mobile B2C Services

and Mobile Messaging in the financial year 2011. The impairment

percentage with regard to capitalised software and customer

bases allocated to these business units amounts to kEUR 1,063

for the business unit Mobile B2C Services and kEUR 1,280 for

the business unit Mobile Messaging. Furthermore, software and

trademarks that are not used in the planned product portfolio

and will therefore not generate any economic use for YOC Group

amounting to kEUR 201 in the Mobile Technology segment and

kEUR 338 in the Media segment were subject to extraordinary

depreciation.

There were no restraints on disposal or restrictions for individual

intangible assets. Likewise, no intangible assets were pledged or

issued as security in any way.

The development of intangible assets is as follows:

Changes in intangible assets (in kEUR)Self developed

SoftwareWebsites and

trademark rights

Purchased software

and licensesCostumer

bases Total

Acquisition costs

As of 01.01.2010 2,932 1,538 903 4,814 10,187

Changes in the scope of consolidation 0 0 0 0 0

Additions 1,131 4 124 0 1,259

Disposals 0 0 7 0 7

Currency translation effects 0 0 0 42 42

As of 31.12.2010 4,063 1,542 1,020 4,856 11,481

Amortisation and impairments

As of 01.01.2010 436 0 578 1,137 2,151


Additions 475 0 130 473 1,078

Disposals 0 0 4 0 4


As of 31.12.2010 911 0 704 1,613 3,228

Carrying amount as of 31.12.2010 3,152 1,542 316 3,243 8,253

Acquisition costs

per 01.01.2011 4,063 1,542 1,020 4,856 11,481

Changes in the scope of consolidation 0 0 3 1,808 1,811

Additions 1,357 0 34 0 1,391

Disposals 0 0 0 0 0


As of 31.12.2011 5,420 1,542 1,057 6,684 14,703

Amortisation and impairments

As of 01.01.2011 911 0 704 1,613 3,228


Additions 757 0 101 554 1,412

Disposals 0 0 0 0 0

Impairment 554 970 22 1,336 2,882


As of 31.12.2011 2,222 970 827 3,509 7,528

Carrying amount as of 31.12.2011 3,198 572 230 3,175 7,175


6.4 Financial Investments Until 31 December 2010, the financial assets accounted for YOC

AG‘s equity investment of kEUR 1 in the company selfloading

content GmbH which was acquired in the financial year 2007.

The equity investment was fully impaired due to the reorienta-

tion of the core business as of 30 September 2011.

6.5 Prepayments madeAs of 31 December 2011, YOC Group made prepayments

amounting to kEUR 140 (2010: kEUR 106) which were for

insurances, annual subscriptions, advance rent payments and

licenses, among other things. Expenditures before the financial

statement closing date which lead to expenses for a specific

period after the financial statement closing date are included

under advance payments made.

There were no restraints on disposal or restrictions on advance

payments made. Likewise, advance payments were neither

pledged nor issued as security in any way.

6.6 Trade receivables and other receivablesTrade accounts receivable amounted to kEUR 8,606 (2010:

kEUR 7,433) on 31 December 2011. They consist of the fol-

lowing:

The write-downs that have been formed on trade have

changed as follows:

The management of receivable accommodates a balanced

age structure of receivables by continuously analysing the

amount of receivables. Trade receivable older than 60 days

are subject to a detailed analysis. If the need for specific

provisions is indicated already earlier, the respective trade

receivable are accordingly impaired.

The following table shows the analysis of the age structure of

receivables which are recorded in the balance sheet on the

end of period date:

No securities have been issued for trade accounts receivable

or for other assets.

The item “trade receivable” contains receivables from

uncompleted projects amounting to kEUR 389 (2010: kEUR

0) valued on the basis of the degree of completion using

the percentage-of-completion method as of the closing date.

The item “other receivables” amounting to kEUR 174 (2010:

kEUR 156) mainly includes receivables against tax offices con-

cerning other taxes, employees, statutory health insurances as

well as deposits paid. As in the previous year, impairments on

other assets did not appear.

All trade receivables and other receivables encompass

short-term items.

There were no particular non-payment risks or concentrations

of non-payment risks for the receivables of YOC Group, as in

the previous year. The book values represented above reflect

the maximum non-payment risk of the group with regard to

such receivables and assets.

6.7 SecuritiesYOC Group held securities with a fair value of kEUR 27 (2010:

kEUR 13) as of 31 December 2011.

6.8 Cash and Cash EquivalentsCash and cash equivalents encompass all bank and cash assets

and short-term fixed term deposits amounting to a total of

kEUR 1,571 (2010: kEUR 5,175). On the balance sheet date, the

credit balances held with various banks were earning interest

rates of between 0% and 1.4%. Bank accounts which are held

in a foreign currency were converted using the end-of-period

exchange rate. On 31 December 2011, no cash assets had been

pledged as security.

To counter the risk of liquidity, YOC Group uses a liquidity fore-

cast for the entire group based on a fixed planning horizon.

Trade receivable (in kEUR) 2011 2010

Trade receivable 8,957 7,603

Before allowance 8,957 7,603

Bad debt allowance -351 -170

Total 8,606 7,433

Change of bad debt allowance(in kEUR) 2011 2010

As of 01/01/ 170 49

Additions 321 155

Reversal -10 -19

Utilisation -130 -15

As of 31/12/ 351 170

Post-due trade receivables (in kEUR) 2011 2010

up to 30 days* 7,956 6,320

31 days to 90 days 361 715

91 days to 180 days 163 234

from 181 days 100 150

Value-adjusted receivables mature as of 31/12/2011 377 184

Total trade receivables 8,957 7,603

*Of these, receivables amounting to kEUR 6,988 are neither due nor impaired on 31/12/2011 (2010: kEUR 4,920)

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6.9 EquityIn the year under review, YOC AG implemented a capital

increase amounting to 28,000 bearer shares with a nominal

value of the share capital of EUR 1 per share within the

scope of the acquisition of MobilADdict SAS. The new shares

were issued at EUR 35.04 per share. Therefore, the number

of shares of the company has increased from 1,887,000 to

1,915,000. 4,000 of the 1,915,000 shares with a nominal value

of the share capital of EUR 1.00, have been kept by YOC AG as

own shares (see explanations below). The recognition of this

is an one-line-adjustment under the balance item “own shares

in shareholders‘ equity”.

With the approval of the Supervisory Board, the Manage-

ment Board may have an approved capital of kEUR 944 until

5 June 2016 at its disposal. The approved capital can be used

on one or more occasions to increase the share capital by

issuing new bearer shares.

The following table shows the shareholder structure of YOC AG

as of 31 December 2011:

As early as in the financial year 2009, contingent capital was

created so that subscription rights within the framework of the

share option programme could be granted to the manage-

ment and employees of the company and their affiliates for

the first time.

Of the total volume of 175,000 subscription rights, 115,500

shares, i.e. up to 66% of the total volume, may be granted to

members of YOC AG‘s Management Board. A total of 59,500

shares, i.e. up to 34% of the total volume, may be granted

to employees of YOC AG and employees of affiliates. Each

subscription right entitles the holder to purchase one share in

YOC AG at the exercise price.

The exercise price corresponds to 100% of the unweighted

average Xetra closing rate of YOC shares in the last eight

trading days before the beginning of the subscription period

in which the subscription rights are granted, but not less than

the closing price of the share on the date when the subscrip-

tion rights are granted. The subscription rights may only

be exercised during specific exercise periods, at the earliest

however, three years after they have been granted, and at the

latest in 2017.

Exercising the subscription rights is therefore linked to an

increase in the YOC share‘s stock market price of at least 15% in

the third year following the granting of the subscription rights,

at least 20% in the fourth year and at least 25% in the fifth

year. In addition, the person exercising their rights must have

been continuously employed by YOC AG or an affiliate since

the subscription rights were granted. The right to exercise the

subscription rights remains intact if the employment contract is

terminated due to long-term illness, inability to work, retirement

or the employment contract is mutually terminated or is termi-

nated due to parental leave.

New subscription rights may be granted within the limits of the

total volume for subscription rights which have expired due to

cancellations.

In the event of a takeover bid for the shares of YOC AG in

accordance with Sect. 29, 35 German Securities Acquisition and

Takeover Act (WpÜG), the subscription rights can be exercised

within an additional exercise period as long as the statutory

waiting period of two years is still observed.

In the business year 2011, 139,090 subscription rights (2010:

150,465 units) at an exercise price of EUR 13.25 and a fair

value of EUR 4.12, 5,000 subscription rights (2010: 5,000

units) at an exercise price of EUR 32.50 and a fair value of

EUR 11.24, 2,875 subscription rights (2010: 2,875 units) at an

exercise price of EUR 35.90 and a fair value of EUR 12.45

and 18,625 subscription rights (2010: 0 units) at an exer-

cise price of EUR 27.00 and a fair value of EUR 10.24 were

granted to the employees and management of the com-

pany and its affiliates. No subscription rights were exercised

during the financial year and no subscription rights were

exercisable as of 31 December 2011. During the financial

year 2011, 11,375 subscription rights expired and were com-

pletely reassigned in the following granting negotiations. A

total of 18,625 subscription rights were reassigned in the


On 31 December 2011, the weighted average remaining term

amounted to 1.25 years. The weighted average fair value of the

options on the balance sheet date amounted to EUR 5.17.

Shareholders in YOC AG Shares in %

Management Board 20.19%

DIH Deutsche Industrie Holding GmbH* 12.98%

Schwetje Invest GmbH** 11.41%

Fidelity Funds SICAV 9. 35%

dkam GmbH*** 6.78%

Ruffer Investments LLP 6.27%

IPConcept Fund Management S.A. 4 . 67%

Management 1.07%

YOC AG (treasury stock) 0.21%

Free float 27.07%

Total 100.00%

* The stake in DIH Deutsche Industrie Holding GmbH is allocated to Mr Peter Zühls-dorff.

**The stake in Schwetje Invest GmbH is allocated to Mr Michael Schwetje.***Sole shareholder and Managing Director of dkam GmbH is Mr Dirk Kraus.rr Dirk Kraus.


The fair value of the share options was ascertained by means

of a Monte-Carlo-Simulation, taking the following assumptions

as a basis:

The volatility was ascertained in previous years using historical

changes in share prices of a group of companies which are

comparable with YOC AG.

On 31 December 2011, additional paid-in-capital includes an

amount of kEUR 15,014 (2010: kEUR 13,559). The change of

additional paid-in-capital on the one hand results from the

collection of a premium from the increase in capital less the

costs attributable to this totalling kEUR 941 as well as the issue

of a total of 17,000 own shares amounting to kEUR 352. On

the other hand, the capital reserve includes liabilities amoun-

ting to kEUR 161 (2010: kEUR 138) as part of the share option

programme in accordance with IFRS 2.

The retained earnings amounted to kEUR -5,955 on 31

December 2011 (2010: kEUR 1,925).

The changes in reserves are shown in the statement of

changes in equity.

In the financial year 2011, the stock of own shares was reduced

due to the granting of 10,000 own shares as part of the acqui-

sition of MobilADdict SAS to the sellers as well as the granting

of 7,000 own shares due to the transfer as earn out compo-

nent to the seller of YOC Spain, S.L. YOC AG held 4,000 shares

valued at an average of EUR 12.56 in their own equity on 31

December 2011.

6.10 ProvisionsThe provisions consisted of the following:

On 31 December 2011, YOC Group had provisions amounting

to a total of kEUR 200 (2010: kEUR 96). Of this amount, kEUR

39 (2010: kEUR 33) is classified as non-current. The item “non-

current provisions” contains archive provisions amounting to

kEUR 39 (2010: kEUR 33), which result from the obligation to

maintain company documents.

The amount of kEUR 161 (2010: kEUR 63) is classified as current.

Current provisions include provisions for legal disputes amoun-

ting to kEUR 8 (2010: kEUR 35). Other provisions amounting to

kEUR 153 include provisions for value added tax from previous

years including interest amounting to kEUR 66 (2010: kEUR 28)

and interest on income taxes from previous years amounting

to kEUR 12.

Moreover, there were provisions for an obligation amounting to

kEUR 75 for bonus payments within the scope of the acquisi-

tion of MobilADdict as of 31 December 2011.

6.11 LiabilitiesOn 31 December 2011, liabilities of YOC Group totalled kEUR

18,834 (2010: kEUR 15,065). They encompass advance pay-

ments received, trade accounts payable, financial and fiscal

liabilities and tax liabilities, other liabilities and other financial

liabilities.

On 31 December 2011, trade accounts payable amounted to

kEUR 4,379 (2010: kEUR 2,496).

Other liabilities totalling kEUR 6,749 (2010: kEUR 4,596) on 31

December 2011 included non-current liabilities amounting to

kEUR 6,646 (2010: kEUR 4,596). They are broken down as follows:

Provisions (in kEUR)

As of 01/01/2011

Draw-down Closing

Alloca-tion

As of 01/01/2011

Archiving provisions 33 0 5 11 39

Lawsuit provisions 35 35 0 8 8

Other provisions 28 28 0 153 153

Total 96 63 5 172 200

Options September

2011

Options August

2010

Options Mai

2010

Options September

2009

Expected divi-dend yield 0% 0% 0% 0%

Riskless assets interest rate 0.97% 1.23% 1.43% 2.40%

Vesting period 3.3 years 3.3 years 3.3 years 3.3 years

Volatility 45% 40% 40% 35%

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Other liabilities (in kEUR) Total2011

thereof short-term Total2010

thereof short-term

Liabilities purchase invoices not received 3,733 3,733 2,670 2,670

Liabilities personnel matters 1,673 1,673 1,120 1,120

Liabilities sales tax 646 646 590 590

Liabilities to supervisory boards 78 78 56 56

Liabilities operating leasing 18 18 42 42

Other liabilities 601 498 118 118

Total 6,749 6,646 4,596 4,596

Other financial liabilities (in kEUR) Total2011

thereof short-term Total2010

thereof short-term

Liabilities percentage-of-completion method 1,122 1,122 0 0

Liabilities variable purchase prices 626 465 740 396

Negative market value derivates 102 102 235 0

Liabilities financial leasing 145 92 49 28

Total 1,995 1,781 1,024 424

Liabilities arising from personnel matters cover liabilities concer-

ning personnel, for example, from bonus and provision claims

defined on an accrual basis, which amounted to kEUR 972

(2010: kEUR 790), liabilities for holidays not taken amounting to

kEUR 116 (2010: kEUR 100) and liabilities concerning authorities

amounting to kEUR 294 (2010: kEUR 227), such as liabilities

from payroll and church taxes, liabilities concerning the occu-

pational insurance association and liabilities for compensation

levy for the non-employment of the severely handicapped.

The item “remaining other liabilities” mainly includes liabilities

from excess payments of customers amounting to kEUR 286 in

the financial year 2011 as well as liabilities from delineated sales

revenues from the sale of licences. Moreover, the item includes

liabilities amounting to kEUR 127 from a granted building cost

subsidy for the office premises of YOC AG; kEUR 103 thereof

were recorded as non-current other liability in the balance

sheet. Remaining other current liabilities include liabilities for

year-end closing and auditing costs of YOC AG amounting to

kEUR 115 (2010: kEUR 95).

Of other financial liabilities amounting to kEUR 1,995 (2010:

kEUR 1,024) on 31 December 2011, kEUR 213 (2010: kEUR 600)

is non-current and kEUR 1,781 (2010: kEUR 424) is current.

Financial liabilities cover variable purchase price components

and liabilities arising from finance leasing in addition to liabilities

which result from the balancing of interest rate swaps for fair

value amounting to kEUR 102 (2010: kEUR 235).

Moreover, liabilities from the application of the percentage-of-

completion method amounting to kEUR 1,122 were recorded as

of 31 December 2011. They include advance payments received

for ongoing projects amounting to kEUR 729.

The financial debts as of 31 December 2011 which total kEUR

3,126 (2010: kEUR 4,833) include non-current liabilities to finan-

cial institutes amounting to kEUR 0 (2010: kEUR 2,215) and

current liabilities to financial institutes amounting to kEUR 3,126

(2010: kEUR 2,618).

Financial liabilities (in kEUR) Drawdown Interest rate Maturity

Long-term loan 1,595 Euribor +1.0 %-points biannual amortisation until 30/09/2013

thereof short-term 1,595

Long-term loan 813 Euribor +1.5 %-points quarterly amortisation until 31/01/2015

thereof short-term 813

Long-term loan 625 6.60% quarterly amortisation until 30/06/2014


Loan 93 Euribor +1.2 %-points quarterly amortisation until 29/02/2012


Total 3,126


YOC Group did not meet the financial covenants of the len-

ding banks as of 31 December 2011. Thus, the non-current per-

centage of loans concerned has to be recorded as current in

accordance with IAS 1.74. At the time of the preparation of the

consolidated financial statements, YOC Group expects that the

lending banks will not request early repayment of the loans.

The lenders declared a respective waiver of the right of termi-

nation towards YOC Group after the balance sheet date and

before the completion of the annual financial statements in

writing (see Section 9.2 Events after the balance sheet date).

In the first quarter of 2011, a loan of kEUR 1,000 was taken out

to finance the acquisition of MobilADdict SAS. The loan has

been and will be repaid quarterly since the end of April 2011 at

amounts of kEUR 63 until 31 January 2015.

In the financial year 2011, the loan that was taken out to finance

the acquisition of Sevenval GmbH was extended and provided

with half-yearly repayments at a rate of kEUR 400. The term

of the loan is extended by half a year and will end on 30 Sep-

tember 2013. The special repayment amounting to kEUR 500

agreed in the financial year 2011 was due in the first quarter of

2011 as a result of the successful capital increase in 2010.

Due to the credit agreements that YOC AG concluded in the

financial years 2007 and 2008, the company agreed an interest

rate hedge covering 100% of the respective credit volume with

the help of two interest rate swaps on the date that the credit

agreements were concluded. The interest rate swaps expire on

30 September 2012 and 29 February 2012 respectively.

The interest rate swaps lead to economic interest rates of 5.48%

(2010: 5.48%) for the loan amounting to kEUR 93 (2010: kEUR

465) as well as 5.30% (2010: 5.30%) for the long-term loan

amounting to kEUR 1,595 (2010: kEUR 3,493).

No adjustment to the agreements regarding interest rate swaps

was undertaken due to the adjustment and extension of half-

yearly repayments of the loan which was taken out in 2007 to

cover the acquisition of Sevenval GmbH, resulting in mismat-

ched maturities and extra security of the loan. There is only a

negligible risk of changes in interest for all of the loans. These

are not recognised for hedging relationships.

On 31 December 2011, the respective fair values of the interest

rate swaps amounted to kEUR -101 (2010: kEUR -224) and kEUR

-1 (2010: kEUR -11). The change in fair values was recorded

through profit and loss.

YOC AG has a credit line amounting to kEUR 1,000 from the

commercial bank at its disposal, the drawdown of which is

subject to an interest rate of 5.75% per annum. The credit line

was not made use of as of 31 December 2011.

On the whole, liabilities towards financial institutions were red-

uced by kEUR 1,707 (2010: kEUR 1,142) during the financial year.

6.12 Other liabilitiesOn 31 December 2011, there were financial obligations for out-

standing leasing instalments for office space, operating and

office equipment and vehicle leases.

Of the leasing obligations from operating leases, the following

is to be achieved in the coming years:

The new lease agreement for the business premises of YOC

AG was signed in the financial year 2011. The minimum term

of the lease agreement is five years and ends on 31 January

2017. Other financial obligations include the resulting future

obligation. Furthermore, financial liabilities from minimum lease

durations for the business premises of the group‘s subsidiaries

YOC Mobile Advertising Ltd. and YOC Ltd. as well as YOC Spain

for a maximum of twelve months were included.

In the financial year 2011, minimum leasing payments from

operating leases of YOC Group amounted to kEUR 260 and

conditional lease payments amounted to kEUR 221 (2010: kEUR

435) recognised in profit or loss. There were no lease commit-

ments pursuant to IFRIC 4.

Furthermore, on 31 December 2011, the company had com-

mitments under finance lease agreements for tenant impro-

vements, office equipment and hardware with maturities of 5

years in total. Of the commitments from finance lease agree-

ments totalling kEUR 158 (2010: kEUR 77) the following is to be

achieved in the next years:

The present value of the minimum lease payments is shown in

the following table:

Other financial liabilities (in kEUR) 2011 2010

Up to 1 year 464 183

1-5 years 1,439 1,400

More than 5 years 29 346

Total 1,932 1,929

Minimum lease payments (in kEUR) 2011 2010

Up to 1 year 105 44

1-5 years 53 33

more than 5 years 0 0

Total 158 77

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Present value minimum lease payments (in kEUR) 2011 2010

Up to 1 year 92 28

1-5 years 53 21

more than 5 years 0 0

Total 145 49

Offsetting and reconciliation (in kEUR) 31.12.2011 31.12.2010

Minimum lease payment at settlement day 158 77

- Future financing cost -13 -28

= Present value minimum lease payment 145 49

Lease obligations (in kEUR) 31.12.2011 31.12.2010

Short-term financial obligations 92 28

Long-term financial obligations 53 21

Total 145 49

Held for trading

Financial instruments recognised at fair value

Financial instruments recognised at amortised cost

2011Book value

Fair value

Book value

Fair value

Book value

Fair value

Investments 0 0 0

Trade receivable 8,606 8,606 8,606

Other receivables 28 28 146 174

Securities 27 27

Cash and cash equivalents 1,571 1, 571 1,571

Loans 3,126 3,105 3,126

Trade liabilities 4,379 4,379 4,379

Other liabilities 5,679 5,684 2,818

thereof derivates with no financial hedge relationship 102 8,744

thereof finance-leasing obligations 145 144

Loans and receivables

Financial assets available for sale Financial liabilities

Non-finan-cial assets/

obligations Total

Financial assets

available for sale

Fair Value

Option

2010

Investments 1 1 1

Trade receivable 7,433 7,433 7,433

Other receivables 13 13

Securities 156 156

Cash and cash equivalents 5,175 5,175 5,175

Loans 4,833 4,810 4,833

Trade liabilities 2,496 2,496 2,496

Other obligations 740 740 4,596

thereof derivates with no financial hedge relationship 235 5,620

thereof finance-leasing obligations 49 49

The minimum lease payments can be reconciled with the pre-

sent value as follows:

The commitments under finance lease agreements are

included under the following balance sheet items:

The fair value of the commitments under finance lease agree-

ments essentially corresponds to the book value.

Lending and similar forms of financing did not apply in the

business year 2011.

6.13 Government grantsIn the financial year 2011, the company received public

grants amounting to kEUR 52 for the development of a

mobile application from the Federal State of North Rhine-

Westphalia.

6.14 Other disclosures to financial instrumentsThe following table shows the book values and fair values of

the financial assets and liabilities reported in the consolidated

financial statements and their breakdown in accordance with

IAS 39:


Profits, losses, revenues and expenditures from financial instruments (in kEUR)

Net profit/-loss

Total interest yield and expenditure

Net profit/-loss

Total interest yield and expenditure

Credits and receivables (including means of payment and credit with credit institutions) -284 0 -200 0

Financial liabilities valued at the fair value -265 -48 -343 -39

Financial instruments valued at the fair value affecting the net income 133 0 75 0

Total -416 -48 -468 -39

2011 2010

Undiscounted cash outflow

Maturity analysis (in kEUR)Book value as of

31/12/2011 Up to 1 year 1 to 5 years more than 5 years

Liabilities financial institutions 3,126 4,156* 0 0

Other liabilities 6,749 6,646 0 0

Financial derivates 102 102 0 0

Other financial liabilities 1,893 1,786 221 0

Trade accounts payable 4,379 4,379 0 0

Book value as of 31/12/2010 Up to 1 year 1 to 5 years more than 5 years

Liabilities financial institutions 4,833 2,768 2,220 0

Other liabilities 4,596 4,596 0 0

Financial derivates 235 78 157 0

Other financial liabilities 789 443 377 0

Trade accounts payable 2,496 2,496 0 0

* this includes the credit line amounting to kEUR 1,000 that was not made use of as of 31 December 2011.

The current market value of the derivative financial instru-

ments and the securities is ascertained on the basis of

market-driven, directly deducible values (level 2 of the Fair

Value Evaluation). The financial assets in the category “desi-

gnated as available for sale” were evaluated on the basis of

acquisition costs when there was no market value in the

previous year.

The fair value of non-current liabilities towards credit institu-

tions was determined on the basis of the discounted-cash-

flow method and the 3-month Euribor as of 31 December

2011 (level 3 of the Fair Value Evaluation).

On the reporting date, the book values of the remaining finan-

cial assets and debts concur almost exactly with the current

market values.

The following table shows the future, non-discounted, con-

tractually agreed cash outflows in relation to the financial

instruments:

Due to the beach of the financial covenants of the lending

bank, the non-current percentage of the loan is recognised as

current. For this reason, the long-term repayment rates of the

loans are categorised under “maturity of up to one year”.

The YOC Group has a group-wide cash management system

with which the liquidity of the group companies is monitored

on a daily basis.

On 31 December 2011, as in the previous year, the maximum

contingency risk was equal to the book value of all assets.

The revenues and expenditures as well as profits and losses

from financial instruments which are recorded in the profit and

loss statement are presented in the table below:

The net result in accordance with the IFRS 7.20 (a) incorpo-

rates, for the most part, interest for liabilities towards credit

institutions, value adjustments of payables and results from

the evaluation of the financial instruments at the fair value.

Total interest result in accordance with IFRS 7.20 (b) contains,

for the most part, the interest expenditures resulting from the

implementation of effective interest methods as well as interest

expenditures from lease liabilities.

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7. Notes to the Cash flow statement7.1 Cash flow of the individual activities

Operating cash flow

The operating cash flow is determined using the indirect

method. The starting point for determining the operating cash

flow is the profit after taxes of the financial year, the amount of

which is kEUR -7,881 (2010: kEUR 671).

The operating cash flow amounting to kEUR 676 (2010: kEUR

1,593) contains all transactions for the financial year affecting

payment which cannot be attributed to investment or finan-

cing activities.

Cash flow from investment activities

Cash flow from investment activities for the financial year

amounted to kEUR -2,919 (2010: kEUR -2,467).

The acquisition of property and intangible assets resulted in

a cash outflow of kEUR -545 in the financial year 2011 (2010:

kEUR -354).

Further cash outflows amounting to kEUR -1,357 (2010: kEUR

-1,131) were the result of software development.

The acquisition of the French mobile advertising provider

MobilADdict SAS as well as variable purchase price obligations

for belboon-adbutler GmbH as well as YOC Spain, S.L. led to

cash outflows of kEUR -1,017.

Components of the transactions not affecting payments were

eliminated.

Cash flow from financing activities

The capital increase from financing activities amounting to

kEUR -1,774 (2010: kEUR 3,222) in the financial year 2011 mainly

results from the repayment of liabilities to banks amounting to

kEUR -1,720 (2010: kEUR -1,145).

7.2 Cash and cash equivalentsCash and cash equivalents is comprised of cheques, cash

assets and bank deposits as well as short-term financial invest-

ments with a maturity of up to 90 days which have only a

slight value fluctuation risk. On 31 December 2011, cash and

cash equivalents amounted to kEUR 1,571 (2010: kEUR 5,175).

Furthermore, the first-time consolidation of MobilADdict SAS,

Paris, acquired in March 2011 led to a cash inflow amounting

to kEUR 421.


8. Notes to the statement of Changes in EquityIn addition to the annual net loss of kEUR 7,881, which was

added to retained earnings, the following items had an effect

on the change of the shareholders‘ capital:

Currency translation effects from the consolidation of the

foreign subsidiaries, YOC Mobile Advertising Ltd. and YOC Ltd.,

led to an increase in shareholders‘ capital amounting to kEUR

11 (2010: kEUR 62).

The appropriation of personnel expenses within the scope of

the share option programme led to an increase in the capital

reserve by kEUR 161 (2010: kEUR 138).

The capital increase executed in the second quarter of the finan-

cial year with the issue of 28,000 no-par value shares in the

name of the holder at an offering price of EUR 35.04 per share

led to an increase of the capital reserve by kEUR 953; the directly

attributable costs of the capital increase amount to kEUR 12.

10,000 own shares were transferred to the sellers as earn out

component within the scope of the acquisition of MobilAD-

dict SAS, which led to an increase of additional paid-in capital

by kEUR 225. Moreover, the capital reserve was increased by

kEUR 127 due to the transfer of 7,000 own shares agreed with

the seller of the company as conditional earn out component

within the scope of the acquisition of YOC Spain, S.L.

9. Other disclosures9.1 Guarantees, contingent liabilities and similar obligationsThe guaranty amounting to kEUR 50 provided by Commerz-

bank for YOC Group to the lessor within the scope of the lease

contract for the business premises of YOC AG was increased by

kEUR 50 to kEUR 100 as of 1 February 2012 due to the agree-

ment on the lease of the double renting space.

Due to YOC Group‘s business model, no contracts or warranties

are usually concluded which would establish long-term contin-

gencies, guarantees or other warranties and obligations.

There are no other contingent liabilities.

9.2 Events after the balance sheet dateYOC Group could not meet the financial covenants of the len-

ding bank as of 31 December 2011. However, the lenders waived

their right of termination resulting from the breach of the finan-

cial covenants after the balance sheet date and before the publi-

cation of the consolidated financial statements in writing until

the presentation of the consolidated financial statements 2012.

In March 2012, the term for a loan (remaining debt as of 31

December 2011: kEUR 1,595) was extended by six months until

31 March 2014 and a credit instalment due in 2011 was deferred.

There were no further events which could have had a signi-

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Name

Fixed remunertion

(in kEUR)

Variable remunertion

(in kEUR)

Options granted (in

units) in 2009 and 2011

Dirk Kraus (Chief Executive Officer) 170 0 32,655

Alexander Sutter 160 0 32,655

Jan Webering 150 0 32,655

Joachim von Bonin 93 0 16,625

Patrick Feller 47 0 0

Total 620 0 114,590

Remuneration of the Management Board (in kEUR)

ficant effect on the net assets, financial position and results

of operations of YOC Group after the balance sheet date.

9.3 Report on risks and opportunitiesInformation on company and industry-specific as well as finan-

cial risks of YOC Group and their management is stated in the

risk report of the Group Management Report, which forms part

of the Annual Report 2011 and is subject to being audited.

9.4 Related party disclosuresUnder IAS 24, related companies and persons include mem-

bers of the Management Board and of the Supervisory Board

of YOC AG and their family members as well as companies

managed by these persons. Furthermore, persons in key

positions and their close family members, i.e. members of the

management, are considered related parties.

An agreement on architectural services within the scope of

the expansion of YOC AG‘s leased business premises with an

order volume of kEUR 24 was concluded between YOC AG

and MSM Meyer Schmitz-Morkramer. As of 31 December 2011,

YOC AG has liabilities towards MSM Meyer Schmitz-Morkramer

amounting to kEUR 18.

With the exception of the business transaction stated above

and the following remuneration of the Supervisory Board and

the Management Board, no related party transaction took place

in the financial year 2011. There were no business transactions

within the meaning of IAS 24 in the previous year.

9.5 Remuneration of the Supervisory Board and the Management Board

Remuneration of the Management Board

The Management Board in the financial year 2011:

Dipl.-Kfm. Dirk Kraus, Chief Executive Officer

since December 2005

Businessman Alexander Sutter, since July 2008

Fully qualified lawyer Jan Webering, since July 2008

Dipl.-Kfm. (FH) Joachim von Bonin, since June 2011

Dipl.-El-Ing. Patrick Feller, MBA, since September 2011

The remuneration of the Management Board of YOC AG

encompasses a fixed salary component totalling kEUR 620

(2010: kEUR 480) in the financial year 2011. There was no vari-

able component based on the operating result of YOC Group in

the current financial year (2010: kEUR 108). In the financial year

2011, the Management Board received 97,965 stock options

with a fair value at the time of granting of kEUR 403 within the

scope of the YOC Management Incentive Programme. In the

financial year 2011, further 16,625 stock options with a fair value

at the time of granting of kEUR 170 were granted.

In the financial year 2011, kEUR 573 (2010: kEUR 480) was the

total amount paid to the Management Board as ongoing remun-

eration. Moreover, kEUR 108 of the variable remuneration granted

in the previous year affected payments in the financial year 2011.

The following table shows the breakdown of the remuneration

for each member of the Management Board:

As an additional benefit of his contract, Mr. Jan Webering

receives a company car for both professional and private use.

Other than this no advances, loans, bailouts, pension promises

or similar benefits were granted to the Management Board.

Remuneration of the Supervisory Board

The remuneration of YOC AG‘s Supervisory Board consists of

a fixed remuneration amounting to kEUR 38 in total (2010:

kEUR 38).

The following table shows the breakdown of the remuneration

for each member of the Supervisory Board:

Name Fixed remuneration (in kEUR)

Gerd Schmitz-Morkramer (Chairman of the Supervisory Board) 19

Peter Zühlsdorff 11

Michael Schwetje (until 6 June 2011) 3

Patrick Feller (7 June until 5 September 2011) 2

Oliver Borrmann (from 6 September 2011) 3

Total 38

Remuneration of the Supervisory Board


To the best of our knowledge we assure that the consolidated finan-

cial statements conveys a true and fair view of the net assets, finan-

cial position and results of operations of the group according to

the applicable accounting principles and the conduct of business

including the business results and the situation of the group are

described in the Group Management Report so as to convey a true

and fair view of the facts and circumstances as well as the material

risks and opportunities of the group‘s probable development.


statement of responsibility made by the management board(Pursuant to Sect. 37y No. 1 Securities Trading Act (WpHG) in conjunction with Sect. 297 Para. 2 Sent. 4

and Sect. 315 Para. 1 Sent. 6 German Commercial Code (HGB))

Jan Webering

Management Board

of YOC AG

Joachim von Bonin

CFO

of YOC AG

Alex Sutter

Management Board

of YOC AG

Dirk Kraus

CEO

of YOC AG

Patrick Feller

Management Board

of YOC AG

No advances, loans, bailouts, pension promises or similar bene-

fits were granted to the Supervisory Board.

Likewise, other than their Supervisory Board activities, the

Supervisory Board members did not perform any advisory or

referral services for YOC Group.

9.6 Auditor‘s feesThe following fees were accrued for the services performed by

the auditor Ernst & Young:

9.7 Declaration of Conformity with the German Corporate Government CodeThe Declaration of Conformity with the German Corporate

Government Code (Deutsche Corporate Governance Kodex)

in accordance with Sect. 161 Stock Corporation Act (AktG) was

issued by the Management Board and the Supervisory Board

and was made accessible to YOC AG‘s shareholders on the

website www.yoc.com in the “investor relations” section.


The Management BoardAuditor‘s fees 2011 2010

Annual audit 91 80

Other confirmation services 15 0

Total 106 80

Jan Webering

Management Board

of YOC AG

Joachim von Bonin

CFO

of YOC AG

Alex Sutter

Management Board

of YOC AG

Dirk Kraus

CEO

of YOC AG

Patrick Feller

Management Board

of YOC AG

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audit OpinionWe have issued the following opinion on the consolidated financial

statements and the group management report:

„We have audited the consolidated financial statements prepared

by YOC AG, Berlin, comprising the statement of financial position,

the income statement, the statement of comprehensive income,

the statement of changes in equity, the statement of cash flows and

the notes to the consolidated financial statements, together with the

group management report for the fiscal year from 1 January to 31

December 2011. The preparation of the consolidated financial state-

ments and the group management report in accordance with IFRSs

as adopted by the EU, and the additional requirements of German

commercial law pursuant to Sec. 315a (1) HGB [„Handelsgesetzbuch“:

„German Commercial Code“] are the responsibility of the parent

company’s management. Our responsibility is to express an opinion

on the consolidated financial statements and on the group manage-

ment report based on our audit.

We conducted our audit of the consolidated financial statements

in accordance with Sec. 317 HGB and German generally accepted

standards for the audit of financial statements promulgated by the

Institut der Wirtschaftsprüfer [Institute of Public Auditors in Ger-

many] (IDW). Those standards require that we plan and perform the

audit such that misstatements materially affecting the presentation

of the net assets, financial position and results of operations in the

consolidated financial statements in accordance with the applicable

financial reporting framework and in the group management report

are detected with reasonable assurance. Knowledge of the business

activities and the economic and legal environment of the Group and

expectations as to possible misstatements are taken into account

in the determination of audit procedures. The effectiveness of the

accounting-related internal control system and the evidence sup-

porting the disclosures in the consolidated financial statements and

the group management report are examined primarily on a test

basis within the framework of the audit. The audit includes assessing

the annual financial statements of those entities included in consoli-

dation, the determination of entities to be included in consolidation,

the accounting and consolidation principles used and significant

estimates made by management, as well as evaluating the overall

presentation of the consolidated financial statements and the group

management report. We believe that our audit provides a reaso-

nable basis for our opinion.

Our audit has not led to any reservations.

In our opinion, based on the findings of our audit, the consolidated

financial statements comply with IFRSs as adopted by the EU, the

additional requirements of German commercial law pursuant to

Sec. 315a (1) HGB and give a true and fair view of the net assets, finan-

cial position and results of operations of the Group in accordance

with these requirements. The group management report is consi-

stent with the consolidated financial statements and as a whole pro-

vides a suitable view of the Group’s position and suitably presents

the opportunities and risks of future development.“


Ernst & Young GmbH

Wirtschaftsprüfungsgesellschaft

Dr. Röders Klemm

Wirtschaftsprüfer Wirtschaftsprüfer

German Public Auditor German Public Auditor


management board

Dirk Kraus founded YOC AG in 2001 and was appointed

Chairman of the Management Board in December 2005.

He is responsible for M&A, corporate development as well

as the business segment Media.

The business graduate completed an apprenticeship at

Deutsche Bank AG in Frankfurt and then underwent a

business administration degree at the Otto Beisheim

School of Management (WHU) in Koblenz, where he

majored in corporate finance, marketing and international

business. During his degree course, he studied at Univer-

sities in France, Denmark and the USA.

His further professional development then took him

abroad where his work focused on the restructuring and

strategic reorientation of companies. Following his work

as a senior consultant at Roland Berger Strategy Consul-

tants, Dirk Kraus founded YOC AG in Berlin with a partner.

In July 2008, Alex Sutter was appointed to the Manage-

ment Board of YOC AG and in this position he is respon-

sible for the business segment Mobile Technology in close

cooperation with Jan Webering.

Since 2006 he has held the position of Managing Director

and been in charge of the product segment Mobile Mar-

keting. Prior to this, he was in charge of acquisition and

key account management. He has been a member of

the company management team since the company was

founded in 2001. Before joining YOC, Alex Sutter worked

for Fidelity Investment Services based in Frankfurt on

Main, where he was responsible for building and maintai-

ning customer relations.

In July 2008, Jan Webering was appointed to the Manage-

ment Board of YOC AG and in this position he is respon-

sible for the business segment Mobile Technology in close

cooperation with Alex Sutter.

In his previous position as CEO of Sevenval AG, Jan Webe-

ring was responsible for sales, marketing and professional

services. Before Sevenval was founded, Jan Webering

managed several companies, including the internet con-

sultancy company net-consulting. Prior to this, he gra-

duated from the University of Cologne with a degree in

law. Since YOC AG acquired Sevenval in September 2007,

Jan Webering has continued to successfully manage the

company.

Dirk Kraus

Alex Sutter

Jan Webering

Joachim von Bonin was appointed CFO of YOC AG in June

2011 and is in charge of finances and controlling, human

resources as well as central purchasing. Since joining the

company in June 2010, Joachim von Bonin has been the

Business Administration Manager of YOC Group.

After completing his studies in business informatics and

several stays abroad in the USA, Mexico and Spain, Joa-

chim von Bonin spent several years working for the KPMG

auditing company in Germany and abroad, where he was

in charge of international DAX companies and medium-

sized enterprises from different industries. Before joining

YOC, he held several executive positions in the commer-

cial department of the Heineken Group. Most recently, he

was CFO of Heineken Deutschland GmbH.

Joachim von Bonin

Patrick Feller was appointed to the Management Board of

YOC AG in September 2011. He is responsible for organi-

sation, strategy, strategic human resources development

and change management.

Patrick Feller studied electrical engineering at the Univer-

sity of Zurich and the University of Tokyo. He also com-

pleted a master’s degree in Business Administration at

Harvard University in Boston. After working as a consul-

tant for McKinsey & Co. and Goldman Sachs International,

he went on to join HMD Partners LP, London, where he

served as a Principal between 2002 and 2008. He was

responsible for transaction, strategy and operations sup-

port for European medium-sized companies from the con-

sumer goods industry, the luxury goods industry and the

trade sector. Between 2006 and 2010 Patrick Feller was

Speaker of the Management Board at SinnLeffers GmbH.

Since 2009 he has held the position of Managing Partner

of DIH - Deutsche Industrie Holding GmbH.

Patrick Feller

The Management Board was composed as follows in the financial year 2011 (as of 31 December 2011):

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supervisory board

Seats in other mandatory supervisory boards

• YOC AG: Chairman of the Supervisory Board

• bmp media investors AG (formerly bmp AG):

Chairman of the Supervisory Board

• Ernst Max von Grunelius Stiftung: Management Board

• SSC Savelberg Schmidt & Company GmbH & Co. KG:

Member of the Advisory Board


• YOC AG: Member of the Supervisory Board

• Tengelmann Verwaltungs- und Beteiligungs GmbH:

Member of the Advisory Board

• Kaiser‘s Tengelmann AG: Member of the

Supervisory Board

• GfK e.V.: President

• OBI Group: Member of the Supervisory Board

• Interseroh S.E.: Member of the Supervisory Board

• Berlin Partner GmbH: Chairman of the

Supervisory Board


• YOC AG: Member of the Supervisory Board

• bmp media investors AG (formerly bmp AG):

Member of the Board

• bmp Beteiligungsmanagement AG:

Chief Executive Officer

• König & Cie. Private Equity Management GmbH:

Managing Director

• König & Cie. II. Private Equity Beteiligungs- und

Treuhand GmbH: Managing Director

• Central & Eastern Europe Venture GmbH:

Managing Director

• ECO Investors Germany Management GmbH:

Managing Director

• Cavy Capital GmbH: Managing Director

• Newtron AG: Chairman of the Supervisory Board

• Heliocentris Fuel Cells AG: Chairman of the

Supervisory Board

• brand eins Medien AG: Chairman of the

Supervisory Board

• Revotar Biopharmaceuticals AG: Chairman of the

Supervisory Board

• ergoTrade AG: Member of the Supervisory Board

• bmp Media Investors AG & Co. KGaA: Chairman of

the Supervisory Board

Gerd Schmitz–Morkramer

Peter Zühlsdorff

Oliver Borrmann

The Supervisory Board was composed as follows in the financial year 2011 (as of 31 December 2011):

Financial Calendar

22 .03.2012 Publication of the Preliminary Annual Result 2011

26.04.2012 Press Conference on Annual Result

14.05.2012 Publication of the Report on the 1st Quarter 2012

13.08.2012 Publication of the Report on the 1st Half-Year 2012

21 .08.2012 Annual General Meeting

12 .11 . 2012 Publication of the Report on the 3rd Quarter 2012


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YOC Contact

Berlin (Headquarter)YOC AG

YOC Mobile Advertising GmbH

belboon–adbutler GmbH

Karl–Liebknecht–Straße 1

10178 Berlin

Germany

T + 49 (0) 30 726 162 – 0

F + 49 (0) 30 726 162 – 222

ViennaYOC Central Eastern Europe GmbH

Kaiserstraße 113-115

1070 Vienna

Austria

T + 43 (0) 1 522 500 6

F + 43 (0) 1 522 500 6 – 116

LondonYOC Ltd.

YOC Mobile Advertising Ltd.

Holden House

51-57 Rathbone Place

London, W1T 1JU

Great Britain

T + 44 (0) 20 719 901 10

MadridYOC Spain, S.L.

Doctor Esquerdo 57, 7c

28007 Madrid

Spain

T + 34 (0) 913 924 188

F + 34 (0) 913 924 187

CologneYOC AG

Sevenval GmbH

Bahnhofsvorplatz 1

50667 Cologne

Germany

T + 49 (0) 221 650 07 – 0

F + 49 (0) 221 650 07 – 65

[email protected]

www.yoc.com

m.yoc.com

ParisMobilADdict SAS

96 avenue du Général Leclerc

92100 Boulogne–Billancourt

France

T + 33 (0) 1 754 944 – 76


Imprint

PublisherYOC AG

Karl–Liebknecht–Straße 1

10178 Berlin

T: + 49 (0) 30 726 162 – 0

F: + 49 (0) 30 726 162 – 222

[email protected]

Entry in the German Commercial Register:

District Court of Berlin, Commercial Register No. 77285

Overall Design and EditorialYOC AG

T: + 49 (0) 30 726 162 – 201

F: + 49 (0) 30 726 162 – 222

[email protected]

www.yoc.com

Design and ProductionVanessa Kalkman

PrintDruckhaus Berlin–Mitte

Image Sources YOC AG

Kühnapfel Fotografie

Reproduction subject to approval of YOC AG

Documents

yoc gb2011