Annex 12. 3(a) contains a complete and correct list of all broadcasting licenses held by the Nordic Companies and required for the conduct of their present business operations (the “Licenses”).
Annex 12. 4(a) contains a complete and correct list of all content- and/or programming agreements to which any of the Nordic Companies is a party and which provide for a minimum consideration payable by the relevant Nordic Company to the respective counterparty in excess of EUR 5,000,000.00 (in words: five million euros) in the individual case for the entire contractual term of the relevant content or programming agreement (the “Material Content Agreements”).
Annex 12. 5(a) contains a complete and correct list of all signal distribution agreements to which any of the Nordic Companies is a party and any of (i) Boxer TV, YouSee, Xxxxx and/or Canal Digital for Denmark, (ii) Boxer TV, Telenor Broadcast Holding AS/Canal Digital AS and/or TeliaSonera Sverige for Sweden and/or (iii) RiksTV, Canal Digital and/or Get for Norway is a counterparty (the “Material Distribution Agreements”).
Annex 12. 8(b) contains a complete list of all lease agreements of all real property leased by the Nordic Companies which provide (for each individual agreement) for annual payment obligations of the relevant Nordic Companies in excess of EUR 500,000.00 (in words: five hundred thousand euros) in the individual case (the “Lease Agreements”). True and complete copies of the Lease Agreements have been Disclosed in the VDR.
Annex 12. 11(a) contains a true and correct list of all managing directors, board members and (anonymized) employees with an annual gross base salary in excess of EUR 200,000.00 (in words: two hundred thousand euros) of the Nordic Companies (the “Key Employees”), including true and correct information on the respective position/occupation, start date, age, notice period, gross annual base salary, bonus entitlements and entitlements to other incentives.
Annex 12. 11(b) contains a complete and correct list of all individual employment or service agreements for the Key Employees.
Annex 12. 11(c) contains a complete list of all material collective bargaining agreements to which Nordic Companies are parties.
Annex 12. 1 contains a complete list of the Employees, including part-time employees and employees receiving sickness or disability benefits, setting out the name, age, title, remuneration (including proposed entitlements to bonus, profit sharing or stock or share options) and date of commencement of employment of each Employee. Save as set out in Annex 12.1 no person has a management agreement or an agreement for the rendering of services (een overeenkomst tot het verrichten van diensten) with any Group Company.
Annex 12. 1 contains an accurate list of all (collective and individual) pension benefit or pension benefit related plans, including transitional schemes (hereafter together to be referred to as “Pension”) in force at the Company and at the Subsidiaries on Closing Date. None of the Employees and/or former employees of the Company and the Subsidiaries is entitled to any other pension benefits as under the Pension.
Annex 12. 2 is a complete and accurate list of all participants to the Pension. No other persons than the Employees mentioned in these lists and their (former) partners are entitled to any pension benefit from the Company or the Subsidiaries. The accrued rights of the (former) partners are fully funded. The death risks and disability risks are fully covered by insurance.
