European Directories Group, European Directories Midco S.à r.l and European Directories BondCo S.C.A Interim report January-June August PDF Free Download

European Directories Group, European Directories Midco S.à r.l and European Directories BondCo S.C.A Interim report January-June 31 August

Interim report January-June (Comparative numbers in brackets) Financial Summary April-June - Group revenues are EUR 74m (EUR 81m, 9% below last year) - EBITDA is EUR 10m (EUR 17m, 41% below last year) - Loss for the period after taxes is EUR -5m (EUR -1m) - Net cash from operating activities is EUR -1m (EUR 8m) January-June - Group revenues are EUR 145m (EUR 159m, 9% below last year) - EBITDA is EUR 18m (EUR 31m, 42% below last year) - Loss for the period after taxes is EUR -12m (EUR -5m) - Net cash from operating activities is EUR 5m (EUR 11m) - Net debt excluding shareholder loans is EUR 78m (EUR 100m) Key events during the second quarter - 5 June : According to the financial report as per 31 December, the European Directories group held cash and cash equivalents in excess of EUR 50,000,000, which constituted a Mandatory Cash Sweep Event. A partial prepayment at the Prepayment Amount will be executed on 9 September, by way of reducing the Nominal Amount of each Bond pro rata with the Mandatory Cash Sweep Amount, EUR 640,000. The Nominal Amount of each Bond will be EUR 99,600 after prepayment. Events after the end of the period - The European Directories Group CFO Germon Knoop has resigned. Neil Robson joined the Group on 3 August and will succeed Germon as Group CFO as of 1 September. Neil has held a number of CFO roles in European groups including Game Digital in UK prior to its listing on the London market. - Fonecta Oy, a European Directories Group company based in Finland, has in August acquired 100% of the shares in Kontaktia Oy. Kontaktia Oy is a Finnish digital marketing agency which offers a variety of digital marketing solutions and directory services. 2

Report of the Board of Directors April-June Group revenues for the second quarter totalled EUR 74m, a EUR 7m or 9% decline compared to the previous year. This decline is due to the structural decline of traditional print revenues and Fonecta s consumer business. Neither revenues in new media nor in profile services have grown and thus been able to compensate for the decline in the traditional business. Revenue in the Netherlands (DTG) is positively impacted by c. EUR 3m as compared with the treatment in prior periods due to a change in the terms of customer contracts with a resultant change to timing of revenue recognition. DTG has changed the Terms & Conditions for Profile services (Online profiles) sales. From 1 January revenue recognition starts from the delivery date instead of the book publication date, which has been the case before due to Print & Online profiles bundle sales. 3

Product groups: New media is mainly consisting of web presence and marketing services, Profile services are mainly internet yellow pages (IYP), Consumer services (only in Finland) are directory assistance and sms data information services, Print is traditional printed directories and Other consists of mixed revenue streams. Profile services revenues remained at last year s level. New media revenues, mainly website and marketing services totalling EUR 17m, a decline of EUR 1m versus last year s level. The share of online products in the Group s product portfolio totalled 59%. Print revenues totalled EUR 9m, a decline of 29% to last year s level. Print revenues represented 12% of total revenues, showing a decrease of 3 percentage points. Consumer services consisting of directory assistance and SMS data information services declined by 13% and totalled EUR 18m, representing 24% of total revenues. Consumer services are provided only by Fonecta in Finland. In addition to the structural decline in traditional print, the transition to online and digital services has proved to be difficult and is taking longer to achieve in all three markets in which the group operates. Group EBITDA for the quarter amounted to EUR 10m (EUR 17m). EBITDA margin was 14% (21%). This decline in EUR as well as in margin is driven by a shift in product mix from traditional high margin print to lower margin online and digital services products. The Group continues to take actions to slow the decline in traditional revenues and to grow the online and digital product portfolio. Overall EBITDA is positively impacted by c. EUR 3m due to the change in terms of customer contracts in the Netherlands discussed above. This change has no cash impact. January-June Group revenues for the first half of the year totalled EUR 145m, a EUR 14m or 9% decline compared to previous year. This decline is mainly in the categories of print revenues, Fonecta s consumer business and profile services. Revenue in the Netherlands (DTG) is positively impacted by c. EUR 4m caused by the change in customer contract terms discussed above. 4

In addition to the structural decline in traditional print products and Fonecta s consumer business, the transition to online and digital services is impacted by a challenging economic environment in all key markets. Group EBITDA for the first half of the year amounted to EUR 18m (EUR 31m). EBITDA margin was 12% (20%). The Group continues to slow the decline in traditional revenues and to accelerate the transition to an online and digital product portfolio. However, the decline in high margin traditional business (print and consumer business) has a negative impact on margin and EBITDA in all countries. Other represents central costs which are level year-on-year (EUR 2m). Overall EBITDA is positively impacted by c. EUR 4m due to a change in contract terms in the Netherlands. This change has no cash impact. Cash flow before financing activities was EUR 9m (EUR 2m). Due to the lower operating results, net cash from operating activities decreased by EUR 6m to EUR 5m despite lower working capital outflows and lower interest payments. Net cash used in investing activities was positive EUR 5m (EUR -9m) mainly from the divestment of business unit secondary entries by Herold (EUR 10m) and divestment of the Swedish partnership, HB Förlaget (EUR 1m). The liquidity position of the Group at the end of June was EUR 60m. Net-interest bearing debt at 30 June was EUR 78m, 1.2 x EBITDA (LTM), excluding subordinated shareholder loans (compared to EUR 100m at the end of June in ). In summary, H1 revenue and profitability have declined significantly compared to previous year, in line with the performance of other similar companies. The Board and the management believes that some markets for the companies products and services will continue to decline while it has been difficult to generate profitable growth in the digital businesses. It has accordingly been decided to perform a review to consider how to address the situation. Hannu Syrjänen, Chairman of the Board European Directories Midco S.à r.l. 6

Other Information About European Directories Group European Directories Group is an online partner for SMEs offering local search and lead generation with a scalable business model. The Group operates through three main brands: Fonecta in Finland, Herold in Austria and DTG in the Netherlands. At the end of the June the total headcount of the Group was 1 904 (FTE), a decrease of 37 (FTE) compared to end of June. The Parent company of the Group is European Directories Midco S.à r.l. in Luxembourg. European Directories BondCo S.C.A., a subsidiary of European Directories Midco S.à r.l., issued senior secured callable floating rate bonds in the amount of EUR 160m in December 2013 which were listed in December at Nasdaq Stockholm. For further information, please contact: Group CFO e-mail: ir@europeandirectories.com The interim report for January-June has been prepared in accordance with International Accounting Standard (IAS) 34, Interim Financial Reporting, as adopted by the EU. The information presented in this interim report has not been audited. Publication of interim reports in : - January-September on 30 November Interim reports will be released on the European Directories Group web site: www.europeandirectories.com/investors 7

Legal structure CONTACT INFORMATION Head quarter of European Directories Group: Herikerbergweg 88 Postbus 77863 1070 LL Amsterdam The Netherlands European Directories BondCo S.C.A.: 46A, Avenue J.F. Kennedy L-1855 Luxembourg The Grand Duchy of Luxembourg 8

European Directories Group January-June Interim Financial Statements are unaudited Condensed consolidated income statement 1000 EUR Note Q2 Q2 Q1-Q2 Q1-Q2 LTM Revenues 4 74 046 81 174 144 685 158 973 318 166 303 878 Other income 263 320 768 749 4 134 4 153 Cost of consumables -15 489-16 300-30 312-31 869-62 069-60 512 Personnel expenses -35 510-36 468-69 169-71 290-130 883-128 762 Other operating expenses -13 057-11 610-28 316-25 193-49 875-52 998 EBITDA *) 4 10 253 17 116 17 656 31 370 79 473 65 759 Gain/(loss) from sale of subsidiaries -55 0-398 144 1 646 1 104 Depreciation, amortisation and impairment charges 4-7 687-12 683-15 593-25 382-255 449-245 660 Operating profit/loss 4 2 511 4 433 1 665 6 132-174 330-178 797 Finance income 36 33 105 90 1 758 1 773 Finance expense -7 446-6 619-13 885-13 182-26 363-27 066 Finance costs - net -7 410-6 586-13 780-13 092-24 605-25 293 Loss before income tax -4 899-2 153-12 115-6 960-198 935-204 090 Income taxes -160 1 618-231 2 298 12 436 9 907 Loss for the period -5 059-535 -12 346-4 662-186 499-194 183 Attributable to: Owners of the parent -4 996-577 -12 298-4 735-186 624-194 187 Non-controlling interests -63 42-48 73 125 4-5 059-535 -12 346-4 662-186 499-194 183 *) EBITDA is defined as operating profit/loss before depreciation, amortisation and impairment charges and gain/(loss) from sale of subsidiaries. 9

European Directories Group January-June Interim Financial Statements are unaudited Condensed consolidated statement of comprehensive income 1000 EUR Q2 Q2 Q1-Q2 Q1-Q2 LTM Loss for the period -5 059-535 -12 346-4 662-186 499-194 183 Other comprehensive y income subsequent periods p Exchange differences on translating foreign operations -47-86 135-81 -110 106 Items that will not be reclassified to profit or loss in subsequent periods -47-86 135-81 -110 106 Actuarial gains/losses on defined benefit plans -21 - -42 - -30 118-30 160 Tax on actuarial gains/losses on defined benefit plans 6-11 0 12 23-15 - -31 0-30 106-30 137 Other comprehensive income for the period, net of tax -62-86 104-81 -30 216-30 031 Total comprehensive income for the year -5 121-621 -12 242-4 743-216 715-224 214 Total comprehensive income attributable to Owners of the parent -5 058-663 -12 194-4 816-216 840-224 218 Non-controlling interests -63 42-48 73 125 4 Total comprehensive income for the year -5 121-621 -12 242-4 743-216 715-224 214 10

European Directories Group January-June Interim Financial Statements are unaudited Condensed consolidated balance sheet 1000 EUR Note June 30 June 30 Dec 31 ASSETS Non-current assets Goodwill 6,7 210 500 352 750 208 177 Other intangible assets 7 98 304 187 040 119 641 Investment property - 2 652 - Property, plant and equipment 8 5 507 5 794 5 660 Investments in associates 434 146 434 Available-for-sale financial assets 1 472 1 016 1 655 Other financial assets 35 8 - Loan receivables from related parties 1 599 1 063 1 511 Deferred tax assets 3 892 5 988 4 662 Total non-current assets 321 743 556 457 341 740 Current assets Inventories 349 845 724 Trade and other receivables 56 311 67 243 64 624 Cash and cash equivalents (excluding bank overdrafts) 9 101 974 97 941 92 308 Assets held-for-sale 6 - - 1 051 Total current assets 158 634 166 029 158 707 Total assets 480 377 722 486 500 447 EQUITY Equity attributable to owners of the parent Share capital 100 100 100 Share premium 16 449 16 449 16 449 Other reserves 10 10 10 Retained earnings -81 075 151 330-60 694 Total -64 516 167 889-44 135 Non-controlling interests 1 201 377 429 Total equity -63 315 168 266-43 706 LIABILITIES Non-current liabilities Bond 10 137 392 156 966 137 051 Shareholder loan and accrued interest 10 126 447 111 218 118 215 Other non-current financial liabilities 8 383 0 - Deferred tax liabilities 48 279 60 203 49 309 Pension obligations 30 107 5 505 29 668 Total non-current liabilities 350 608 333 892 334 243 Current liabilities Trade payables 12 081 14 095 12 299 Deferred revenues 65 779 81 354 75 928 Provisions 11 31 817 23 686 32 844 Other current liabilities 40 969 60 630 47 295 Bank overdrafts 9 42 438 40 563 41 544 Total current liabilities 193 084 220 328 209 910 Total liabilities 543 692 554 220 544 153 Total equity and liabilities 480 377 722 486 500 447 11

European Directories Group January-June Condensed consolidated statement of changes in total equity Share capital Share premium Other Translation reserves reserve Retained earnings Owners of the parent Noncontrolling interests Total equity 1000 EUR Total equity 31 December 100 16 449 10 - -60 694-44 135 429-43 706 Loss for the period - - - - -12 298-12 298-48 -12 346 Other comprehensive income - - - - 104 104-104 Total comprehensive income for the period - - - - -12 194-12 194-48 -12 242 Put option arising on business combination *) - - - - -8 188-8 188 - -8 188 Non-controlling interest arising on business combination - - - - - - 955 955 Dividends to non-controlling interests - - - - - - -135-135 Total equity 30 June 100 16 449 10 - -81 076-64 517 1 201-63 316 Total equity 31 December 2013 100 16 449 10 210 155 371 172 140 439 172 579 Loss for the period - - - 565-4 735-4 170 73-4 097 Other comprehensive income - - - -775 694-81 - -81 Total comprehensive income for the period - - - -210-4 041-4 251 73-4 178 Dividends to non-controlling interests - - - - - - -135-135 Total equity 30 June 100 16 449 10-151 330 167 889 377 168 266 *) The Group has recognised a financial liability for a put option relating to the acquisition of non-controlling interest in Dogado GmbH. The put option entitles the non-controlling interest of Dogado GmbH to sell their shares to the Group during 2018-2019. See note 6 and 10. 12

European Directories Group January-June Condensed consolidated cash flow statement 1000 EUR Cash flow from operating activities Loss for the period Adjustments for: Income tax expenses Finance costs - net Depreciation, amortisation and impairment charges Gain/(loss) from sale of subsidiaries Adjustment for post-employment benefits Gains/losses from sale of fixed assets Interest received Interest paid Realised foreign exchange gains and losses and other financial items Taxes paid Operating cash flow before movements in working capital Net change in working capital Net cash from operating activities Q2 Q2 Q1-Q2 Q1-Q2 LTM -5 059-535 -12 346-4 662-186 499-194 183 160-1 618 231-2 298-12 436-9 907 7 410 6 586 13 780 13 092 24 605 25 293 7 687 12 683 15 593 25 382 255 449 245 660 55 0 398-144 -1 646-1 104 - - - - (2 843) -2 843 - -5 1 540-3 -8 1 535-30 53 147 308 214-2 532-2 947-4 975-5 875-11 734-10 834 29 43 31 68 73 36-124 -174-93 -44-35 -84 7 626 14 063 14 212 25 663 65 234 53 783-8 327-5 694-9 610-14 264-27 410-22 756-701 8 369 4 602 11 399 37 824 31 027 Cash flow from investing activities Acquisitions of subsidiaries and businesses, net of cash acquired - -507 - -1 500-8 001-6 501 Purchases of associated companies - - - - -288-288 Purchases of available-for-sale investments - 0-27 -200-1 333-1 160 Purchases of intangible assets and property, plant and equipment -3 240-4 170-6 216-7 149-16 142-15 209 Sales of subsidiaries and businesses, net of cash -55 442 983-215 2 803 4 001 Proceeds from sales of intangible assets and property, plant and equipment - 0 10 000 1 11 10 010 Net cash used in investing activities -3 295-4 235 4 740-9 063-22 950-9 147 Cash flow before financing activities -3 996 4 134 9 342 2 336 14 874 21 880 Cash flow from financing activities Proceeds from long-term liabilities Payments of long-term liabilities Payments of short-term liabilities Refinancing costs paid Dividends paid to non-controlling interests Loans granted to related parties Net cash used in financing activities - - - 3 000 3 000 0 - - - - -18 792-18 792-50 1-348 1 - -349 - - - -1 678-1 678 - -135-135 -135-135 -135-135 -39 - -87 - -359-446 -224-134 -570 1 188-17 964-19 722 Net increase (+) / decrease (-) in cash and cash equivalents Cash and cash equivalents at the beginning of period Foreign exchange differences in cash and cash equivalents Cash and cash equivalents at the end of period -4 220 4 000 8 772 3 524-3 090 2 158 63 756 53 378 50 764 53 854 53 854 57 378 - - - - - - 59 536 57 378 59 536 57 378 50 764 59 536 13

European Directories Group January-June Notes to the condensed consolidated interim financial statements 1. Basis of preparation These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard (IAS) 34, Interim Financial Reporting, as adopted by the EU. The condensed interim financial report should be read in conjunction with the consolidated financial statements for the year ended 31 December. All figures in the consolidated interim financial statements have been rounded and consequently the sum of individual figures may deviate from the sum presented. 2. Accounting policies The same accounting policies have been followed in these condensed interim financial statements as were applied in the preparation of the consolidated financial statements for the year ended 31 December. 3. Critical accounting estimates and judgements The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. In preparing these interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 December. 14

European Directories Group January-June 4. Segment information The Board of Directors is the group's main strategic decision making body. Management has determined the operating segments based on the information reviewed by the Board of Directors for the purposes of allocating resources and assessing performance. The Board of Directors considers the business from a geographic perspective in Finland (Fonecta), Austria (Herold) and the Netherlands (DTG). - Fonecta reporting segment consists of print, consumer services, profile services, new media and other online product lines in Finland. - DTG reporting segment consists of print, profile services, new media and other online product lines in the Netherlands. - Herold reporting segment consists of print, profile services, new media and other online product lines in Austria - "Other" is not a reporting segment, but consists of corporate headquarters costs and Polish business, which was divested in Q1 Revenues by segment 1000 EUR Q2 Q2 Q1-Q2 Q1-Q2 LTM Fonecta 36 062 41 351 72 128 80 190 157 276 149 214 DTG 20 228 20 999 38 956 42 953 80 981 76 984 Herold 17 756 18 824 33 601 35 496 79 576 77 681 Other 0 0 0 334 333-1 Total 74 046 81 174 144 685 158 973 318 166 303 878 Operating profit/loss by segment Q2 Q2 Q1-Q2 Q1-Q2 LTM Fonecta 2 905 5 047 6 768 9 507-41 326-44 065 DTG 2 004 1 207 3 801 3 515-39 553-39 267 Herold -1 091-328 -6 241-3 493-81 654-84 402 Other -1 307-1 493-2 663-3 397-11 797-11 063 Total 2 511 4 433 1 665 6 132-174 330-178 797 EBITDA by segment 1000 EUR Q2 Q2 Q1-Q2 Q1-Q2 LTM Fonecta 6 154 10 283 13 590 19 985 43 803 37 408 DTG 3 430 3 686 6 477 8 478 26 062 24 061 Herold 1 917 4 035-154 5 126 17 597 12 317 Other -1 248-888 -2 257-2 219-7 989-8 027 Total 10 253 17 116 17 656 31 370 79 473 65 759 EBITDA is calculated by adding back depreciation, amortisation and impairment charges and gain/(loss) from sale of subsidiaries to operating loss. 15

European Directories Group January-June Depreciation, amortisation and impairment charges by segment 1000 EUR Q2 Q2 Q1-Q2 Q1-Q2 LTM Fonecta 3 249 5 236 6 822 10 478 85 129 81 473 DTG 1 426 4 363 2 676 8 619 67 115 61 172 Herold 3 007 2 479 6 087 4 963 99 251 100 375 Other 5 605 8 1 322 3 954 2 640 Total 7 687 12 683 15 593 25 382 255 449 245 660 Depreciation, amortisation and impairment charges in includes EUR 201m impairment loss relating to intangible assets. Capital expenditure by segment 1000 EUR Q2 Q2 Q1-Q2 Q1-Q2 LTM Fonecta 879 1 203 1 823 2 218 4 763 4 368 DTG 1 368 1 724 2 929 3 087 6 147 5 989 Herold 993 1 173 1 464 1 720 5 093 4 837 Other 0 70 0 124 139 15 Total 3 240 4 170 6 216 7 149 16 142 15 209 Assets by segments 1000 EUR June 30 Jun 30 Dec 31 Fonecta 275 999 342 821 247 841 DTG 98 819 159 918 102 024 Herold 88 557 180 775 95 932 Other 11 476 31 913 48 477 Total 474 851 715 427 494 274 Unallocated Deferred tax assets 3 892 5 988 4 662 Loan receivables 1 599 1 063 1 511 Other financial assets 35 8 - Total assets in the balance sheet 480 377 722 486 500 447 Liabilities by segments 1000 EUR June 30 Jun 30 Dec 31 Fonecta 60 969 68 443 62 279 DTG 73 796 77 310 96 669 Herold 43 333 45 653 42 900 Other 45 093 34 427 37 730 Total 223 191 225 833 239 578 Unallocated Deferred tax liability 48 279 60 203 49 309 Interest-bearing liabilities 272 222 268 184 255 266 Total liabilities in the balance sheet 543 692 554 220 544 153 16

European Directories Group January-June 5. Financial risk management The Group has not made any significant changes in policies regarding risk management during the period. Aspects of the Group's financial risk management objectives and policies are consistent with those disclosed in the consolidated financial statements for the year ended 31 December. Fair value of financial assets and liabilities measured at amortised cost The fair value of non-current interest-bearing liabilities are as follows: 1000 EUR June 30 Jun 30 Dec 31 Bond 149 408 156 966 146 400 Shareholder loan and accrued interest (Preferred Equity Certificates) 120 005 104 744 112 115 Other non-current financial liabilities 8 383 - - Total 277 796 261 710 258 515 The fair value of the following financial assets and liabilities approximate their carrying amount: - Trade and other receivables - Other financial assets - Cash and cash equivalents (excluding bank overdrafts) - Trade payables - Other current liabilities Financial Instruments by category 30 Jun 1000 EUR Assets as per balance sheet Loans and receivables Availablefor-sale Cash and cash equivalents Total Trade and other receivables Cash and cash equivalents Available-for-sale financial assets Other financial assets Total 56 311 - - 56 311 - - 101 974 101 974-1 472-1 472 35 - - 35 56 346 1 472 101 974 159 792 30 Jun 1000 EUR Interestbearing liabilities Bank overdrafts Trade and other payables Total Liabilities as per balance sheet Bond 137 392 - - 137 392 Shareholder loan 126 447-126 447 Other non-current financial liabilities 8 383 8 383 Trade payables - - 12 081 12 081 Other current liabilities - - 40 969 40 969 Bank overdrafts - 42 438-42 438 Total 272 222 42 438 53 050 367 710 17

European Directories Group January-June 30 Jun 1000 EUR Assets as per balance sheet Loans and receivables Availablefor-sale Cash and cash equivalents Total Trade and other receivables 67 243 - - 67 243 Cash and cash equivalents - - 97 941 97 941 Available-for-sale financial assets - 1 016-1 016 Other financial assets - 8-8 Total 67 243 1 024 97 941 166 208 30 Jun 1000 EUR Liabilities as per balance sheet Interestbearing liabilities Bank overdrafts Trade and other payables Total Bond 156 966 - - 156 966 Shareholder loan 111 218 - - 111 218 Trade payables - - 14 095 14 095 Other current liabilities - - 60 630 60 630 Bank overdrafts - 40 563-40 563 Total 268 184 40 563 74 725 383 472 18

European Directories Group January-June 6. Acquisitions, disposals and assets held for sale Acquisitions On 10 March, Group acquired 51% of the shares and votes in Dogado GmbH. As a result European Directories gained control in the company. The acquisition allows the Group to enter the webhosting and SaaS (Software-as-a-service) sector. In addition the Group will through its existing sales force in Austria (but also increasingly in Germany) be an important customer and sales channel for Dogado's products and solutions. Consideration transferred 10 March Cash Total consideration transferred 2 000 Cash in the acquired company Net cash outflow from acquisition 0 2 000-2 000 Recognised amounts of identifiable assets acquired and liabilities assumed Fair value recognised on acquisition 1000 EUR 10 March Non-current assets Current assets Non-current liabilities Current liabilities 1 137 2 276-582 -882 Total identifiable net assets 1 949 Non-controlling interest -955 Goodwill 1 006 Total consideration 2 000 The fair value of non-current assets is including acquired identifiable intangible assets of EUR 891. The Group has recognised a financial liability for a put option relating to the acquisition of non-controlling interest in Dogado GmbH. The put option entitles the non-controlling interest of Dogado GmbH to sell their shares to the Group during 2018-2019. The financial liability with nominal value of EUR 10,000 was discounted and recorded at its net present value of EUR 8,188 as of 31 March. The unwind of the discount of EUR 151 was included in other financial expenses in Q2 and the carrying amount of the liability was EUR 8,339 as of 30 Jun. 19

European Directories Group January-June Acquisitions in In July, Group acquired 100% of the shares and votes in Klantenvertellen Media Group. As a result European Directories gained control in Klantenvertellen Media Group. The acquisition allows the Group to extend its added value services offering to its SME customer base. The goodwill of c. EUR 3.5m arising from the acquisition is attributable to company's current customer base and market position. Consideration transferred Cash Contingent consideration 750 Total consideration transferred 6 067 5 317 Recognised amounts of identifiable assets acquired and liabilities assumed 1000 EUR Non-current assets Current assets Non-current liabilities Current liabilities Provisional fair value recognised on acquisition Adjustment in Q1 Fair value recognised on acquisition 5 149-1 710 3 439 722-34 688-1 265 427-838 -734 0-734 Total identifiable net assets 3 872-1 317 2 555 Goodwill 2 195 1 317 3 512 Total consideration 6 067 0 6 067 The fair value of non-current assets is including acquired identifiable intangible assets of EUR 3,420. The fair values of the acquired net assets were measured on a provisional basis in and the final valuation was received in Q1, which resulted in adjustment to the amount goodwill of EUR 1,317. Disposals Disposals during During January the Group sold its Swedish partnership, HB Förlaget 1 Ab. The company owns a property in Halmstad, Sweden, which was classified as an investment property in the Group. The entity was reclassified as assets held-for-sale and its assets and liabilities were presented as held for sale as of 31 Dec. Disposals during The remaining Polish operations, ClearSense S.A, was disposed of in Q1. The sale resulted in a minor gain in the Group. 20

European Directories Group January-June 7. Changes in intangible assets 1000 EUR June 30 Jun 30 Dec 31 Opening balance 327 818 556 109 556 109 Acquisitions 1 504 1 502 8 828 Capital expenditures 5 404 6 205 14 058 Disposals -11 540-73 -73 Amortisation -14 382-23 954-46 900 Impairments - - -204 253 Translation differences and other adjustments - 1 49 Closing balance 308 804 539 790 327 818 Goodwill included in closing balance 210 500 352 750 208 177 Change in goodwill during the period due to impairments - - -145 629 In EUR 39.8m of the total impairment loss was allocated to brands, EUR 15.3m to customer relationships and EUR 145.6m goodwill. In also an impairment of EUR 3.5m was recognised in other intangible assets. to Reconciliation of carrying amount of goodwill 1000 EUR June 30 Jun 30 Dec 31 Cost Balance at the beginning of period 448 540 445 982 445 982 Acquisition through business combination *) 2 323 1 502 2 558 Balance at end of period 450 863 447 484 448 540 Impairment losses Balance at the beginning of period -240 363-94 734-94 734 Impairment loss - - -145 629 Balance at end of period -240 363-94 734-240 363 Carrying amounts Balance at the beginning of period 208 177 351 248 351 248 Balance at end of period 210 500 352 750 208 177 *) Acquisitions during January-June (EUR 2,323) includes adjustment of EUR 1,317 relating to acquisitions made in. 8. Changes in property, plant and equipment 1000 EUR June 30 Jun 30 Dec 31 Opening balance 5 660 6 358 6 358 Acquisitions 244-19 Capital expenditures 812 875 2 052 Disposals - -49-59 Depreciation, amortisation and impairment -1 212-1 428-2 706 Translation differences and other adjustments 3 38-4 Closing balance 5 507 5 794 5 660 21

European Directories Group January-June 9. Cash and cash equivalents 1000 EUR June 30 Jun 30 Dec 31 Cash at bank and in hand 101 511 97 483 91 845 Short-term bank deposits 463 458 463 Cash and cash equivalents (excluding bank overdrafts) 101 974 97 941 92 308 Cash and cash equivalents include the following for the purposes of the statement of cash flows: 1000 EUR June 30 Jun 30 Dec 31 Cash and cash equivalents 101 974 97 941 92 308 Bank overdrafts -42 438-40 563-41 544 Cash and cash equivalents 59 536 57 378 50 764 10. Interest-bearing liabilities Interest-bearing debt 1000 EUR Carrying amount Jun 30 Bonds Shareholder loan and accrued interest Other non-current financial liabilities Total Carrying amount Jun 30 Carrying amount Dec 31 137 392 156 966 137 051 126 447 111 218 118 215 8 383 - - 272 222 268 184 255 266 In Fonecta purchased 20.6m bonds from the market with the market value of EUR 0.9123 per EUR 1 nominal. The amortised cost of the bond as of 31 Dec was EUR 157m. The purchase resulted in reduction of the carrying value of the bonds and in gain of c. EUR 1.5m, which was recognised in other financial income. The Group has recognised a financial liability for a put option relating to the acquisition of non-controlling interest in Dogado GmbH. The put option entitles the non-controlling interest of Dogado GmbH to sell their shares to the Group during 2018-2019. The financial liability with nominal value of EUR 10,000 was discounted and recorded at its net present value of EUR 8,188 as of 31 March. The unwind of the discount of EUR 151 was included in other financial expenses in Q2 and the carrying amount of the liability was EUR 8,339 as of 30 Jun. 22

European Directories Group January-June 11. Other provisions Tax provisions Other provisions 1000 EUR June 30 Jun 30 Dec 31 June 30 Jun 30 Dec 31 Opening balance 24 447 15 000 15 000 8 397 10 014 10 014 Increase in the provisions - - 567 500-3 006 Provisions used - - - -1 527 280-4 153 Unused provisions reversed - - - - -1 493-354 Disposals - - - - -115-115 Other *) - - 8 880 - - - Closing balance 24 447 15 000 24 447 7 370 8 686 8 398 Current provisions 24 447 15 000 24 447 7 370 8 686 8 398 *) The group reclassified c. EUR 8.9m of tax provisions from other current liabilities to provisions in. The reclassification has been presented as other movements in. Uncertain tax positions/tax provisions The Group is involved in various discussions with local tax authorities. Austria In a recent Austrian tax audit (years 2007-2009), the tax authority denied Herold tax deduction for goodwill amortization relating to a previous acquisition. The tax authority considers the transaction a related party transaction (thereby disqualifying interest deduction as of 2011). In addition, the tax authority questions the arm s length nature of certain intercompany interest expenses. The financial impact for all years up to is estimated in a range between EUR 5 and 10 million (including interest and penalties). Herold has appealed the decision to the local court and provided for the full amount claimed. In the event that a final ruling would be issued consistent with tax authority s view, this could potentially further increase tax costs (depending on the future Group s financing structure) by EUR 2 to 4 million annually (depending if goodwill amortization deduction or full interest deduction is disallowed). Finland The Finnish tax authority has issued a decision relating to capital gains following the 2005 divestment of Fonecta Holding B.V. qualifying them as indirect private equity activity. The decision required Fonecta to pay additional EUR 29.3 million plus interest. The decision was subsequently revoked by the Supreme Administrative Court. The dispute is still ongoing on secondary grounds. In two other disputes relating to 2005 and 2006, certain financing cost and intragroup interests charges were challenged for tax deductibility (with a maximum exposure of approx. EUR 4 million plus interest and penalties). Fonecta disagrees with the tax authority and has claimed for adjustment. For the years 2005-2010 regarding Fonecta Services Oy and Fonecta Corporations Oy, tax deductability of certain financing costs and intragroup interest charges were challenged. In addition, the tax authorities requested a reclassification of debt into equity in Fonecta Corporations Oy (disqualifying interest tax deductibility). The aggregate exposure relating to the claim amounts to EUR 13.4 million plus interest and possible penalties. A court case relating to the liquidation of Finderia Oy (a dormant subsidiary of Fonecta Oy) is pending in the Administrative Court. The tax authority claimed that within the liquidation valuable business assets were transferred to Fonecta Oy and the realized gain on the disposal of these assets should be added to Finderia s 2004 taxable income. The tax authority was initially of the opinion that Finderia s tax liability in relation to the proceeds would have amounted to maximum EUR 38.7 million; but the eventually added amount corresponded to the amount proposed based on a valuation report by Finderia, i.e. EUR 3.7 million whereof the tax liability of EUR 1.0 million has already been paid in 2012. The Representative of the State disagreed with the tax reassessment and claimed for adjustment; the claim was revoked entirely by the Board of Adjustment at the Corporate Taxation Unit in February. The Representative of the State has appealed the Board of Adjustment's decision to the Administrative Court where the case is pending. Fonecta Oy has pending tax disputes for the taxation years 2004-2010. These cases also refer to the deductibility of financing costs and intragroup interest expenses. The aggregate exposure relating to the claim on financing costs amounts to EUR 1.6 million plus interest and possible penalties. In the condensed consolidated interim financial statements of the Group, a provision of EUR 15 million has been recognised for the Finnish tax cases and EUR 9.4 million has been recognised for the Austrian tax cases. 23

European Directories Group January-June 12. Operating lease commitments 1000 EUR June 30 Jun 30 Dec 31 Due within a year 8 280 9 308 9 502 Due after one year and within five years 16 005 14 970 19 331 Due after five years 2 809 6 849 4 344 Total 27 094 31 127 33 177 13. Contingent liabilities Guarantees European Directories Midco S.à.r.l is a guarantor for the obligations of European Directories BondCo S.C.A. under the bond (see note 10). No other Group companies are guarantors. European Directories Midco S.à.r.l. and European Directories BondCo S.C.A. have provided security for certain assets (loan receivables and accounts) to secure the obligations of European Directories BondCo S.C.A. under the finance documents. 24

European Directories Group January-June 14. Legal actions and official proceedings Group companies No new legal actions and official proceedings were commenced against Group companies during the period. 15. Related party transactions Related parties are described in the annual financial statements as of the year ended 31 December. No material changes have occurred during the period. Managers remuneration The Board of Managers are considered as key personnel who have authority and responsibility for planning, directing and controlling the activities of the European Directories Group. For the purpose of determining related parties under IAS 24, local management is not considered as key personnel. The Board of Managers received the following benefits: 1000 EUR Q2 Q2 Q1-Q2 Q1-Q2 Short-term benefits 202 226 383 403 744 Transactions with related parties 1000 EUR Q1-Q2 Q1-Q2 Interest on loan receivables 1-1 Purchases 150 300 521 Long-term interest-bearing loan receivables 1 599 1 063 1 511 16. Events after the reporting period There are no material events after the reporting period. 25

European Directories Midco S.à r. l. Interim financial statements for the period of 1 January to 30 June R.C.S Luxembourg B 155418 46A avenue J.F. Kennedy L-1855 Luxembourg Subscribed capital: EUR 100,000

European Directories Midco S.à.r.l. Interim financial statements for the period of 1 January to 30 June Table of contents Interim statement of profit and loss and other comprehensive income 2 Interim balance sheet 3 Interim statement of cash flows 4 Interim statement of changes in equity 5 Notes to the interim financial statements 6

European Directories Midco S.à r.l., Interim Financial Statements for the period ended 30 June Interim financial statements are unaudited Interim statement of profit and loss and other comprehensive income 1000 EUR Note Q2 Q2 Q1-Q2 Q1-Q2 LTM Board fees 3-202 -226-383 -403-743 -723 Other expenses 4-74 -87-157 -177-394 -374 Operating loss -276-313 -540-580 -1 137-1 097 Finance income 8 2 183 1 891 4 342 3 761 8 185 8 766 Finance costs 10-4 312-3 528-8 264-7 016-13 771-15 019 Net finance costs -2 129-1 637-3 922-3 255-5 586-6 253 Loss before income tax -2 405-1 950-4 462-3 835-6 723-7 350 Income tax 5 - - - - -5-5 Loss for the period -2 405-1 950-4 462-3 835-6 728-7 355 Total comprehensive income -2 405-1 950-4 462-3 835-6 728-7 355 The notes on page 6 to 15 form an integral part of these interim financial statements 2

European Directories Midco S.à r.l., Interim Financial Statements for the period ended 30 June Interim financial statements are unaudited Interim balance sheet 1000 EUR Note(s) June 30 June 30 31 Dec ASSETS Non-current assets Investments in subsidiaries 6 2 043 2 043 2 043 Available-for-sale financial assets 7 1 153-1 133 Loan receivables 8 111 977 103 422 104 377 Total non-current assets 115 173 105 465 107 554 Current assets Accrued interest and other receivables 8 5 110 4 344 8 295 Cash and cash equivalents 18 12 37 Total current assets 5 128 4 356 8 332 Total assets 120 301 109 821 115 886 EQUITY Equity attributable to owners of the parent Share capital 100 100 100 Share premium 16 449 16 449 16 449 Other reserves 10 10 10 Retained earnings -36 718-29 362-32 256 Total equity 9-20 159-12 803-15 697 LIABILITIES Non-current liabilities Shareholder loan and accrued interests 10 (a) 126 447 111 217 118 215 Other financial liabilites 10 (a) 1 130-1 130 Total non-current liabilities 127 577 111 217 119 345 Current liabilities Accrued interest 10 (a) 37-10 Trade and other payables 10 (b) 12 846 11 407 12 227 Total current liabilities 12 883 11 407 12 237 Total liabilities 140 460 122 624 131 582 Total equity and liabilities 120 301 109 821 115 886 The notes on page 6 to 15 form an integral part of these interim financial statements 3

European Directories Midco S.à r.l., Interim Financial Statements for the period ended 30 June Interim financial statements are unaudited Interim statement of cash flows 1000 EUR Q2 Q2 Q1-Q2 Q1-Q2 LTM Cash flow from operating activities Loss for the period -2 405-1 950-4 462-3 835-6 728-7 355 Adjustments for: Income tax expenses - - - - 5 5 Finance costs - net 2 129 1 637 3 922 3 255 5 586 6 253 Operating loss -276-313 -540-580 -1 137-1 097 Realised foreign exchange gains and losses and other finance items -1-3 -4-4 -5-5 Taxes paid - - - - -8-8 Operating cash flow before movements in -277-316 -544-584 -1 150-1 110 working capital Net change in working capital -10 28-21 42 153 90 Net cash from operating activities -287-288 -565-542 -997-1 020 Cash flow from investing activities Purchases of available-for-sale investments 7 - -20 - -1 133-1 153 Net cash used in investing activities 7 - -20 - -1 133-1 153 Cash flow before financing activities -280-288 -585-542 -2 130-2 173 Cash flow from financing activities Proceeds from current liabilities 329 403 654 662 1 395 1 387 Proceeds from non-current liabilities - - - - 1 130 1 130 Loans granted to related parties -39-108 -88-108 -359-339 Net cash used in financing activities 290 295 566 554 2 166 2 178 Net increase (+) / decrease (-) in cash and cash equivalents 10 7-19 12 36 5 Cash and cash equivalents at beginning of period 8 5 37-1 12 Cash and cash equivalents at the end of period 18 12 18 12 37 18 The notes on page 6 to 15 form an integral part of these interim financial statements 4

European Directories Midco S.à r.l., Interim Financial Statements for the period ended 30 June Interim financial statements are unaudited Interim statement of changes in equity Equity attributable to owners of the parent 1000 EUR Share capital Share premium Other reserves Retained earnings Total equity Balance at 31 December 100 16 449 10-32 256-15 697 Total comprehensive income - - - -4 462-4 462 Balance at 30 June 100 16 449 10-36 718-20 159 Equity attributable to owners of the parent 1000 EUR Share capital Share premium Other reserves Retained earnings Total equity Balance at 31 December 2013 100 16 449 10-25 527-8 968 Total comprehensive income - - - -3 835-3 835 Balance at 30 June 100 16 449 10-29 362-12 803 The notes on page 6 to 15 form an integral part of these interim financial statements 5

European Directories Midco S.à r.l., Interim Financial Statements for the period ended 30 June Notes to Interim Financial Statements for the period ended 30 June Note 1. Basis of preparation The interim financial statements for the three month ended 30 June have been prepared in accordance with the International Accounting Standard (IAS) 34 Interim Financial Reporting. The interim financial statements do not include all the information and disclosures required in the annual financial statements. The same accounting policies have been followed in these interim financial statements as were applied in the preparation of the financial statements for the year ended 31 December. Note 2 Use of judgements and estimates The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. In preparing these interim financial statements, the significant judgements made by management in applying accounting policies and the key sources of estimation uncertainty were the same as those that applied to the financial statements as at and for the year ended 31 December. 6

European Directories Midco S.à r.l., Interim Financial Statements for the period ended 30 June Note 3 Board of Managers fees The Company had no employees during the period (: nil). The Company is paying remuneration to the members of the Board of Managers. Note 4 Other expenses 1000 EUR Q1 Q1 Q1-Q2 Q1-Q2 31 Dec Auditor remuneration 11 2 22 4 76 Other administrative expenses 63 85 135 173 318 Total 74 87 157 177 394 Auditor remuneration Audit fees 11 2 22 4 76 Total 11 2 22 4 76 Note 5 Income taxes The Company is subject to taxation under the Luxembourg tax regulation applicable to companies. 1000 EUR Q1 Q1 Q1-Q2 Q1-Q2 31 Dec Current income taxes - - - - 5 Total - - - - 5 7

European Directories Midco S.à r.l., Interim Financial Statements for the period ended 30 June Note 6 Investments in subsidiaries 1000 EUR 30 June 30 June 31 Dec Balance at the beginning of the period 2 043 2 043 2 043 Changes in investments in subsidiaries - - - Balance at the end of the period 2 043 2 043 2 043 The Company has shareholdings in the following companies: Name Registered office Proportion of the capital held, % Capital and reserves Profit / loss European Directories BondCo S.C A. ("BondCo") 2C, rue Albert Borschette, L-1246 Luxembourg, R.C.S. Luxembourg 99.99% 2 031-84 European Directories GP ("ED GP") 2C, rue Albert Borschette, L-1246 Luxembourg, R.C.S. Luxembourg 100 % 13-8 On 2 December 2013 the Company contributed EUR 2,031 to the share capital of European Directories BondCo S.C.A. and EUR 13 to the share capital of European Directories GP. The first financial period of both European Directories BondCo S.C.A. and European Directories GP S.á.r.I. have ended on 31 December. The amount of capital and reserves and the loss for the latest financial year of the said companies, as presented above, are based on the audited financial statements as at and for the period ended 31 December. European Directories BondCo S.C.A has prepared its financial statements under IFRS and European Directories GP S.á r.i under Lux GAAP. The Company has issued a guarantee as for its own debt for the obligations of European Directories BondCo S.C.A.. under the Bonds. The Company has also pledged the shares it owns in European Directories BondCo S.C.A. and European Directories GP as well as all claims under the PIK intercompany loans as security to the Bonds. Note 7 Available-for-sale financial assets Available-for-sale financial assets comprise of the investment in Bokadirekt i Stockholm AB for an amount of EUR 1,153 which represents 14,83% of total shares. 8

European Directories Midco S.à r.l., Interim Financial Statements for the period ended 30 June Note 8 Non-current and current receivables Non-current receivables 1000 EUR 30 June 30 June 31 Dec Loan to European Directories BondCo S.C.A. Original loan amount 10 Dec 2013 103 314 103 314 103 314 Set up fee capitalised 451-451 Interest capitalised 1 January 7 513 - - Total 111 278 103 314 103 765 Loan to European Directories Parent S.A. 251 31 205 Loan to European Directories Holdco S.A. 195 77 154 Loan to Leafy S.á.r.l 253-253 Total loan rerceivables 111 977 103 422 104 377 On 10 December 2013, in order to facilitate the financial restructuring of its group, the Company entered into a EUR 103,314 loan agreement with its immediate subsidiary, European Directories Bondco S.C.A. The loan is bearing an interest rate of 7,24% payable annually in arrears. As of 30 June the Company has a loan receivable totalling EUR 699 from European Directories Holdco S.A., European Directories Parent S.A. and Leafy S.à.r.l. payable on demand. The loans are bearing an interest rate of 0,1% payble in arrears of 30 June and 30 December each year. From the date of the interim financial statements the Company does not have the intention to ask for repayment in the next 12 months. Current receivables 1000 EUR 30 June 30 June 31 Dec Interest income on financial assets classified as loans and receivables Loan to European Directories BondCo S.C.A. 4 342 3 761 8 185 Total interest income in the statement of profit and loss 4 342 3 761 8 185 Interest accrued previous year 8 212 478 478 Set up fee/interest capitalised during the period -7 512 - -451 Total accrued interest 5 042 4 239 8 212 Prepayments 68 105 83 Total accrued interest and other receivables 5 110 4 344 8 295 Other current receivables comprised prepayments made in relation with insurance contracts, recognised in the following years. The Managers assessed that interest receivables approximate their carrying amounts largely due to the short-term maturities of these instruments. 9

European Directories Midco S.à r.l., Interim Financial Statements for the period ended 30 June Note 9 Capital and reserves 1000 EUR Number of shares (pcs) Share capital Share premium Other reserves 31 Dec 10 000 000 100 16 449 10 16 559 Total 30 June 10 000 000 100 16 449 10 16 559 Share capital The issued share capital consists of 10,000,000 shares with a nominal value of EUR 0.01 each, all of which are fully paid up. The share capital is divided into three classes of shares, namely 4,990,000 class A shares, 4,010,000 class B shares and 1,000,000 class C shares. Each share entitles the holder to one vote at the Annual General Meeting. Different shares entitle their holders to a different dividend. Other reserves Legal reserve: In accordance with the Luxembourg company law, the Company is required to transfer a minimum of 5% of its net profit for each financial year to a legal reserve. This requirement ceases to be necessary once the balance on the legal reserve reaches 10% of the issued share capital. The legal reserve is not available for distribution to the shareholders. Note 10 Non-current and current financial liabilities and other liabilities a.) Non-current financial liabilities 30 June 30 June 31 Dec Shareholder loan (preferred equity certificates) 103 314 103 314 103 314 Accrued interests on Shareholder loan 23 133 7 903 14 902 Total 126 447 111 217 118 215 Long term loan from Fonecta Oy 1 130-1 130 1 130-1 130 Total non-current liabilities 127 577 111 217 119 345 10

European Directories Group, European Directories Midco S.à r.l and European Directories BondCo S.C.A Interim report January-June August 2015