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European Directories Group, European Directories Midco S.à r.l. and European Directories BondCo S.C.A. Interim Report January-June 2016 31 August 2016

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Page 1: European Directories Group, European Directories Midco · PDF fileEuropean Directories Group, European Directories Midco S.à r.l . and . European Directories BondCo S.C.A. Interim

European Directories Group, European Directories Midco S.à r.l. and

European Directories BondCo S.C.A. Interim Report

January-June 2016 31 August 2016

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Interim Report January-June 2016

(Comparative 2015 numbers in brackets)

Financial Summary

April-June 2016

- Group revenues are MEUR 68 (MEUR 74, -8% below last year) - Revenues for key business drivers profile services and consumer services declined 10% and 12%

respectively (Q2 2016 vs. Q2 2015) - EBITDA is MEUR 9 (MEUR 10, -16% below last year) - Profit for the period after taxes is MEUR 1 (MEUR -5) - Net cash from operating activities is MEUR 9 (MEUR -1)

January-June 2016

- Group revenues are MEUR 133 (MEUR 145, -8% below last year) - Revenues for key business drivers profile services and consumer services declined 9% and 14%

respectively (Jan-Jun 2016 vs. Jan-Jun 2015) - EBITDA is MEUR 16 (MEUR 18, -11% below last year) - Loss for the period after taxes is MEUR -6 (MEUR -12) - Net cash from operating activities is MEUR 16 (MEUR 5) - Net debt excluding shareholder loans is MEUR 79 (MEUR 78)

Revenues continued to decrease in the second quarter. Due to intensified cost cutting measures, profitability has remained approximately at prior year levels. The Board of Directors and management expect that certain markets for the Group’s products and services will continue to decline. Further, it has been difficult to generate profitable growth in the digital businesses. Board and management are fully aware of these challenges and jointly work towards finding measures to mitigate those risks.

In light of the continuing decline in revenues and EBITDA, the Board decided to conduct a strategic review of the three businesses at the beginning of the year. The Board has recently completed that review and concluded that the market continues to be very challenging and the transition to online sales for all of the three units is difficult. As part of the strategic review, the Board considered a disposal of the Austrian business but, after testing the market, concluded that there was not sufficient interest at an attractive enough level for the Group to pursue.

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Key events during the quarter

- On 24 June 2016, the Group (through its 61% owned group company Dogado GmbH) acquired 100 % of the shares and votes in Busymouse Business Systems GmbH, a German company providing hosted exchange and cloud services through more than 700 IT channel partners to German SME customers.

- On 7 June 2016, Thomas Friess, Managing Director of Herold left the company. A management committee made of Martin Kargl and John Goddard has been appointed as Managing Directors of Herold. Martin Kargl will be Speaker of the management committee (CEO).

- On 2 May 2016, Marcus Englert replaced David Anderson on the board of European Directories Midco S.à r.l. As a result, the board of European Directories Midco S.à r.l. consists of the following members: Marcus Englert (Chairman), Hannu Syrjänen, Björn Osterloff, Peder Prahl, Marco Sodi, Fabrice Rota and Sébastien Rimlinger.

- As part of an intra-group restructuring in order to reduce administrative costs and bring the Austrian trading companies under the direct ownership of a Dutch holding company, the European Directories Group has finalised merger proceedings in May 2016 of its 100% owned Austrian subsidiary, Herold Holding GmbH, with a newly incorporated 100% owned Dutch subsidiary, European Directories (DH8) B.V. Both companies are 100% direct subsidiaries of European Directories (DH7) B.V. Neither company conducts any trading business, nor has any employees and the operations of the Dutch and Austrian business are completely unaffected by this matter.

- On 12 April 2016, the Group disposed of its 76.34 % shareholding in Tupalo Internetservices GmbH for a nominal amount. The sale resulted in a minor loss to the Group.

- In June 2016 the Group (through its group company European Directories DH7 B.V.) purchased TEUR 13,048 nominal value of the bonds issued by European Directories Bondco S.C.A. for a consideration of TEUR 6,434.

Events after the end of the period

- There has been no material events after the reporting period.

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Report of the Board of Directors*

Revenues

Group net revenue by segment, MEUR

Q2 2016 Q2 2015 Q1-Q2 2016 Q1-Q2 2015 2015 LTM

Fonecta 34 36 66 72 142 135

DTG 16 20 33 39 74 68

Herold 18 18 34 34 79 79

Other 0 0 0 0 0 0

Total Group 68 74 133 145 294 282

Group net revenue by product group, MEUR

Q2 2016 Q2 2015 Q1-Q2 2016 Q1-Q2 2015 2015 LTM

Profile services 24 27 47 52 106 101

Consumer services 16 18 29 34 67 62

New media 20 17 38 34 76 80

Print 6 9 13 18 33 27

Other 3 4 5 6 13 12

Total Group 68 74 133 145 294 282

Product groups: Profile services are mainly internet yellow pages (IYP), Consumer services (only in Finland) are directory assistance and sms data information services, New media is mainly consisting of web presence and marketing services, Print is traditional printed directories and Other consists of mixed revenue streams.

April-June 2016

Group revenues for the second quarter totalled MEUR 68, an 8% decline compared to the previous year due to the continued structural decline of traditional print revenues and Fonecta’s consumer business.

New media revenues, mainly website and marketing services have shown a small improvement, however not overall compensating the decline in traditional business. Profile services revenues totalling MEUR 24 decreased by MEUR 3 mainly due to the terms and conditions change one-off impact in previous period. The total share of online products in the Group’s product portfolio totalled 65% in the quarter.

*) The term Board of Directors is referring to the Board of Managers in European Directories Midco S.à r.l

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Print revenues totalled MEUR 6, a decline of 32% compared to previous year. Print revenues represented 9% of total revenues, showing a decrease of 5 percentage points. Consumer services consisting of directory assistance and SMS data information services in Finland declined by 12% and totalled MEUR 16, representing 24% of total revenues.

In addition to the structural decline in traditional print, the transition to online and digital services continues to be challenging in all three markets in which the Group operates due to prevailing economic weakness and strong competition.

January-June 2016

Group revenues for January-June totalled MEUR 133, a MEUR 12 or 8% decline compared to previous year.

New media revenues, mainly website and marketing services have shown an improvement, however not overall compensating the decline in traditional business. Profile services revenues totalling MEUR 47 decreased by MEUR 5 from the previous year due to the divestment of “secondary entries” business unit and the terms and conditions change one-off impact in previous period. The total share of online products in the Group’s product portfolio totalled 64%.

Print revenues totalled MEUR 13, a decline of 30% compared to previous year. Print revenues represented 10% of total revenues, showing a decrease of 2 percentage points. Consumer services consisting of directory assistance and SMS data information services in Finland declined by 14% and totalled MEUR 29, representing 22% of total revenues.

In addition to the structural decline in traditional print, the transition to online and digital services continues to be challenging in all three markets in which the Group operates due to prevailing economic weakness.

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Result

Group ebitda by segment, MEUR

Q2 2016 Q2 2015 Q1-Q2 2016 Q1-Q2 2015 2015 LTM

Fonecta 6 6 12 14 29 28

DTG 2 3 5 6 13 12

Herold 2 2 1 0 10 12

Other -1 -1 -3 -2 -5 -6

Total Group 9 10 16 18 48 46

April-June 2016

Group EBITDA for the quarter amounted to MEUR 9 (MEUR 10), with EBITDA margin of 13% (14%). EBITDA in Q2 2015 included a c MEUR 1 positive one-time effect from change in contract terms and conditions in the Netherlands. The decline in high margin traditional business (print and consumer business) also has a negative impact on margin and EBITDA in all countries.

January-June 2016

Group EBITDA for the first six months amounted to MEUR 16 (MEUR 18), with EBITDA margin of 12% (12%). EBITDA in January-June 2015 included a c MEUR 3 positive one-time effect from change in contract terms and conditions in the Netherlands. The decline in high margin traditional business (print and consumer business) also has a negative impact on margin and EBITDA in all countries. Overall, the consumer business continues to be the main contributor of the Group EBITDA, while new media business continues to be challenging.

The Group’s total operating costs and expenses for January-June decreased by MEUR 10, or 11%, compared to the prior year. Other operating expenses have reduced by 20% mainly due to tighter cost management leading to lower third party service expenses and business support costs. Personnel expenses decreased by MEUR 5, or 7%, due to lower employee numbers, while the cost of consumables has remained at last year level due to higher fulfilment costs of the online products.

Operating profit amounted to MEUR 3 (MEUR 2) mainly due to lower depreciation and amortisation, representing an operating margin of 2% (1%).

The net finance costs of the Group decreased by MEUR 4 year-over-year. This decrease is due to the gain recognised on the repurchase of own bonds (MEUR 6) partially offset by accrued interest on the capitalized Shareholder Loan (Preferred Equity Certificate). The shareholder loan interest is not paid and will not lead to cash interest whilst the bond is outstanding.

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Balance sheet, cash flow and investment activities

At the end of June 2016, European Directories Group’s consolidated assets totalled MEUR 418 (30.6.2015: MEUR 480). The decrease is mainly attributable to the wind down of the Dutch companies’ cash pool arrangements in December 2015, following which there are no bank overdrafts. Further, amortisation of other intangible assets, in the ordinary course, also contributes to the decrease.

Group cash flow, MEUR

Q2 2016 Q2 2015 Q1-Q2 2016 Q1-Q2 2015 2015 LTM

Ebitda 9 10 16 18 48 46

Gains and losses from sales of fixed assets and other non-cash adjustments

0 0 0 2 0 -2

Net change in working capital 3 -8 6 -10 -27 -11

Net cash from operating activities before financial items and taxes paid

12 2 22 10 21 33

Financial items paid, net -3 -3 -5 -5 -11 -11

Taxes paid 0 0 0 0 -6 -6

Net cash from operating activities 9 -1 16 5 4 16

Net cash used in investing activities -6 -3 -10 5 -6 -21

Net cash used in financing activities -7 0 -7 -1 -2 -8

Net increase/decrease in cash -3 -4 0 9 -4 -13

In January-June 2016, the Group’s net cash from operating activities before financial items and taxes paid increased to MEUR 22 (MEUR 10) and net cash from operating activities increased to MEUR 16 (MEUR 5) due to positive working capital movement. Net cash used in investing activities was MEUR -10 (MEUR 5), representing acquisitions made and capital expenditure on customer products and services. The positive investing cash flow in the previous year was driven by the divestment of the business unit “secondary entries” by Herold (MEUR 10) and the divestment of the Swedish partnership, HB Förlaget (MEUR 1). Net cash used in financing activities was MEUR -7 (MEUR -1) mostly driven by the repurchase of own bonds made in June 2016.

The cash balance of the Group at the end of June 2016 was MEUR 46 (30.6.2015: MEUR 60).

Investments in tangible and intangible assets

In January-June 2016, investments in tangible and intangible assets amounted to MEUR 6 (MEUR 6). Investments were mainly related to growing the online business offering and customer service capabilities.

Acquisitions

In January 2016, the Group acquired 100% of the shares in DR3DATA. The acquisition price of MEUR 0.8 was paid by way of a capital contribution to DR3DATA.

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In January 2016, the Group (through its group company Dogado GmbH) acquired 100% of the shares and votes in Media Webline AG. The acquisition price was MEUR 1.9, creating a goodwill of MEUR 0.9.

In March 2016, the Group acquired an additional 10 % interest in its group company Dogado GmbH, increasing its ownership from 51 % into 61 %. The additional capital of MEUR 1 will be used for further acquisitions to increase the group webhosting base.

In June 2016, the Group (through its 61% owned group company Dogado GmbH) acquired 100% of the shares and votes in Busymouse Business Systems GmbH. The acquisition price was MEUR 2. The acquisition created a goodwill of MEUR 1.3.

In June 2016, the Group (through its 61% owned group company Dogado GmbH) acquired Canhost business. The acquisition price was MEUR 0.4.

Divestments

In April 2016, the Group disposed of its 76,34% shareholding in Tupalo Internetservices GmbH for a nominal amount. The sale resulted in a minor loss to the Group.

Interest-bearing net debt

Net interest-bearing debt at 30 June 2016 was MEUR 79, excluding subordinated shareholder loans (compared to MEUR 78 at the end of June 2015).

In June 2016 European Directories DH7 B.V. (European Directories’ group company) purchased TEUR 13,048 nominal value of the bonds for a consideration of TEUR 6,434. The purchase resulted in a reduction of the carrying value of the bonds of TEUR 12,787 and gain of TEUR 6,352, which was recognised in other financial income. The amortised cost of the bond as of 30 June 2016 was TEUR 125,639.

Personnel

At the end of June 2016, the number of Group employees (FTE) was 1,648, a decrease of 256 (FTE) compared to end of June 2015.

Composition of the Board of Directors

The board of European Directories Midco S.à r.l. consists of the following members: Marcus Englert (Chairman), Hannu Syrjänen, Björn Osterloff, Peder Prahl, Marco Sodi, Fabrice Rota and Sébastien Rimlinger.

The board of the general partner of European Directories BondCo S.C.A., European Directories GP S.à r.l. consists of John D. Sutherland, Manager A, Fabrice S. Rota, Manager B and Sébastien Rimlinger, Manager B.

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For further information, please contact:

Group CFO Neil Robson e-mail: [email protected]

European Directories Group will publish one further interim report in 2016:

- January-September by 30 November 2016

Interim reports will be released on the European Directories Group web site: www.europeandirectories.com/investors

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.

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 MEUR 160 in December 2013 which were listed in December 2014 at Nasdaq Stockholm.

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

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European Directories Group

January-June 2016

Interim Financial Statements are unaudited

1000 EUR Note

Q2

2016

Q2

2015

Q1-Q2

2016

Q1-Q2

2015 2015

Last twelve

months

Revenues 3 68,281 74,046 132,652 144,685 293,917 281,884

Other income 168 263 879 768 1,511 1,622

Cost of consumables -16,467 -15,489 -30,944 -30,312 -60,139 -60,771

Personnel expenses -31,653 -35,510 -63,985 -69,169 -132,514 -127,330

Other operating expenses -11,668 -13,057 -22,827 -28,316 -54,826 -49,337

EBITDA*)

3 8,661 10,253 15,775 17,656 47,949 46,068

Gain/(loss) from sale of subsidiaries -70 -55 -70 -398 -399 -71

Depreciation, amortisation and impairment charges -6,533 -7,687 -12,800 -15,593 -32,741 -29,948

Operating profit/(loss) 2,058 2,511 2,905 1,665 14,809 16,049

Finance income 6,434 36 6,471 105 82 6,448

Finance expense -7,927 -7,446 -15,786 -13,885 -28,050 -29,951

Finance costs - net -1,493 -7,410 -9,315 -13,780 -27,968 -23,503

Profit/(loss) before income tax 565 -4,899 -6,410 -12,115 -13,159 -7,454

Income taxes 171 -160 433 -231 818 1,482

Profit/(loss) for the period 736 -5,059 -5,977 -12,346 -12,341 -5,972

Attributable to:

Owners of the parent 824 -4,996 -5,826 -12,298 -12,095 -5,623

Non-controlling interests -88 -63 -151 -48 -246 -349

736 -5,059 -5,977 -12,346 -12,341 -5,972

Condensed consolidated income statement

*) EBITDA is defined as operating profit/(loss) before depreciation, amortisation and impairment charges and gain/(loss) from

sale of subsidiaries.

9

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European Directories Group

January-June 2016

Interim Financial Statements are unaudited

1000 EUR

Q2

2016

Q2

2015

Q1-Q2

2016

Q1-Q2

2015 2015

Last twelve

months

Profit/(loss) for the period 736 -5,059 -5,977 -12,346 -12,341 -5,972

Other comprehensive income

Items that may be reclassified to profit or loss in

subsequent periods

Exchange differences on translating foreign operations 69 -47 211 135 195 271

69 -47 211 135 195 271

Items that will not be reclassified to profit or loss

in subsequent periods

Remeasurements of defined benefit liability -23 -21 -47 -42 17,756 17,751

Related tax 6 6 12 11 0 1

-17 -15 -35 -31 17,756 17,752

Other comprehensive income for the period, net of tax 52 -62 176 104 17,951 18,023

Total comprehensive income for the year 788 -5,121 -5,801 -12,242 5,610 12,051

Total comprehensive income attributable to

Owners of the parent 876 -5,058 -5,650 -12,194 5,856 12,400

Non-controlling interests -88 -63 -151 -48 -246 -349

Total comprehensive income for the year 788 -5,121 -5,801 -12,242 5,610 12,051

Condensed consolidated statement of comprehensive income

10

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European Directories Group

January-June 2016

Interim Financial Statements are unaudited

1000 EUR Note

June 30

2016

June 30

2015

Dec 31

2015

ASSETS

Non-current assets

Goodwill 5, 6 216,054 210,500 213,816

Other intangible assets 6 90,785 98,304 93,613

Property, plant and equipment 7 5,102 5,507 5,486

Investments in associates 403 434 403

Available-for-sale financial assets 4 1,471 1,472 1,471

Other financial assets 4 36 35 36

Loan receivables from related parties 4 1,782 1,599 1,731

Deferred tax assets 2,861 3,892 2,837

Total non-current assets 318,494 321,743 319,393

Current assets

Inventories 726 349 712

Trade and other receivables 4 52,323 56,311 59,553

Cash and cash equivalents (excluding bank overdrafts) 4, 8 46,313 101,974 46,705

Total current assets 99,362 158,634 106,970

Total assets 417,856 480,377 426,363

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 -68,942 -81,075 -63,026

Total -52,383 -64,516 -46,467

Non-controlling interests 985 1,201 1,003

Total equity -51,398 -63,315 -45,464

LIABILITIES

Non-current liabilities

Bond 4, 9 125,639 137,392 138,084

Shareholder loan and accrued interest 4, 9 144,394 126,447 134,781

Other non-current financial liabilities 4, 5, 9 8,680 8,383 8,270

Deferred tax liabilities 47,310 48,279 46,884

Provisions 4,054 4,255 1,930

Pension obligations 13,929 30,107 12,050

Total non-current liabilities 344,006 354,863 341,999

Current liabilities

Trade payables 4 12,279 12,081 12,164

Deferred revenues 56,370 65,779 58,009

Provisions 10 20,603 27,562 21,596

Other current liabilities 4 35,996 40,969 38,059

Bank overdrafts 4 - 42,438 -

Total current liabilities 125,248 188,829 129,828

Total liabilities 469,254 543,692 471,827

Total equity and liabilities 417,856 480,377 426,363

Condensed consolidated balance sheet

11

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European Directories Group

January-June 2016

Share

capital

Share

premium

Other

reserves

Retained

earnings

Owners of

the parent

Non-

controlling

interests

Total equity

1000 EUR

Total equity 31 December 2015 100 16,449 10 -63,026 -46,467 1,003 -45,464

Loss for the period - - - -5,826 -5,826 -151 -5,977

Other comprehensive income - - - 176 176 - 176

Total comprehensive income for the period - - - -5,650 -5,650 -151 -5,801

Acquisition of non-controlling interest*) 122 122 -122 0

Capital injection to subsidiary with a non-

controlling interest*)

- - - -389 -389 389 0

Total changes in ownership interests - - - -267 -267 267 0

Dividends to non-controlling interests -135 -135

Total equity 30 June 2016 100 16,449 10 -68,942 -52,383 985 -51,398

Total equity 31 December 2014 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 0 -8,188

Non-controlling interest arising on business

combination - - - - - 955 955

Dividens to non-controlling interests - - - - - -135 -135

Total equity 30 June 2015 100 16,449 10 -81,075 -64,516 1,201 -63,315

Condensed consolidated statement of changes in total equity

*) In March 2016, the Group acquired an additional 10 % interest in Dogado Gmbh increasing its ownership from 51 % to 61 % in accordance with the

Organisation Agreement entered into on the acquisition of the original 51% shareholding. The non-controlling interest's share decreased from 49 % to 39 %.

The acquisition was made by the issuance of new shares (TEUR 1,000) by Dogado. The Group recognised a decrease in non-controlling interest of TEUR 122

from the acquisition and an increase in non-controlling interest of TEUR 389 from the capital injection. The carrying amount of Dogado's net assets in the

Group's financial statements on the date of the acquisition was TEUR 1,225.

**) 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 5 and 9.

12

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European Directories Group

January-June 2016

Q2

2016

Q2

2015

Q1-Q2

2016

Q1-Q2

2015 2015

Last twelve

months

736 -5,059 -5,977 -12,346 -12,341 -5,972

-171 160 -433 231 -818 -1,482

1,493 7,410 9,315 13,780 27,968 23,503

6,533 7,687 12,800 15,593 32,741 29,948

70 55 70 398 399 71

- - 0 1,540 -360 -1,900

58 - 108 53 144 199

-2,666 -2,532 -5,154 -4,975 -9,938 -10,117

-8 29 -5 31 -834 -870

-78 -124 -112 -93 -5,804 -5823

5,967 7,626 10,612 14,212 31,157 27,557

2,869 -8,327 5,883 -9,610 -26,786 -11,293

8,836 -701 16,495 4,602 4,371 16,264

-2,764 - -4,411 - -3,135 -7,546

Purchases of available-for-sale investments 0 - 0 -27 -20 7

-2,688 -3,240 -5,557 -6,216 -14,314 -13,655

-52 -55 -52 983 985 -50

0 - 0 10,000 10,099 99

0 - - - -2 -2

-5,504 -3,295 -10,020 4,740 -6,387 -21,147

3,332 -3,996 6,475 9,342 -2,016 -4,883

- - - - 788 788

-6,434 - -6,434 - -559 -6,993

-36 -50 -247 -348 -1,918 -1,817

-135 -135 -135 -135 -135 -135

-18 -39 -51 -87 -219 -183

-6,623 -224 -6,867 -570 -2,043 -8,340

-3,291 -4,220 -392 8,772 -4,059 -13,223

49,604 63,756 46,705 50,764 50,764 59,536

- - - 0 - 0

46,313 59,536 46,313 59,536 46,705 46,313

1000 EUR

Condensed consolidated cash flow statement

Cash flow from operating activities

Interest received

Gains/losses from sale of fixed assets

Loss for the period

Adjustments for:

Income tax expenses

Finance costs - net

Depreciation, amortisation and impairment charges

Gain/(loss) from sale of subsidiaries

Interest paid

Cash flow from financing activities

Proceeds from long-term liabilities

Payments of long-term liabilities

Proceeds from sales of intangible assets and property, plant and equipment

Other financial items and realised foreign exchange gains

Taxes paid

Operating cash flow before movements in working capital

Net change in working capital

Net cash from operating activities

Cash flow from investing activities

Purchases of intangible assets and property, plant and equipment

Sales of subsidiaries and businesses, net of cash

Acquisitions of subsidiaries and businesses, net of cash acquired

Net cash used in financing activities

Proceeds from other interest-bearing receivables

Net cash used in investing activities

Cash flow before financing activities

Loans granted to related parties

Dividends paid to non-controlling interests

Cash and cash equivalents at the end of period

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

Payments of short-term liabilities

13

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European Directories Group

January-June 2016

Notes to the condensed consolidated interim financial statements

1. Basis of preparation

2. Critical accounting estimates and judgements

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 accounting policies adopted are consistent with those of the previous financial year. In addition, the Group has adopted those new and amended

IFRS standards effective for the financial year ending 31 December 2016, which have been presented in the condensed consolidated financial

statements for the year ended 31 December 2015. Those new and amended IFRS standards have not had any material impact to the interim financial

statements. The interim financial statements are unaudited.

In accordance with the new guidelines on Alternative Performance Measures (APMs) issued by the European Securities and Markets Authority (ESMA)

the Group has reviewed the terminology and measures used in its financial reporting. The Group no longer uses alternative performance measures

referred in the Guidelines to describe its operational and financial performance. Therefore, the Group no longer presents LFL information for "Group net

revenue by segment, MEUR" and "Group ebitda by segment, MEUR". Also "Net debt to EBITDA" measure is no longer presented.

All figures in the consolidated interim financial statements have been rounded and consequently the sum of individual figures may deviate from the sum

presented.

The Board of Directors is the Group's chief operating decision maker. 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).

3. Segment information

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 2015.

• Fonecta reporting segment consists of print, consumer services, profile services, new media and other

onlineproduct 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 headquarter costs and corporate financing.

As of 1 April 2016, the Group has changed its reporting structure. An Austrian holding company in Herold was merged with a Dutch holding company in

Other segment. The comparable segment information has not been restated due to the immaterial impact of the change to income statement items. The

impact to balance sheet comes mainly from non-operational items, which include tax related items and intra-group financing between Herold and the

holding companies.

14

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European Directories Group

January-June 2016

Revenues by segment

1000 EURQ2

2016

Q2

2015

Q1-Q2

2016

Q1-Q2

2015 2015

Last twelve

months

Fonecta 33,665 36,062 65,620 72,128 141,510 135,002

DTG 16,223 20,228 33,435 38,956 73,643 68,122

Herold 18,393 17,756 33,597 33,601 78,764 78,760

Other - - - - - -

Group total 68,281 74,046 132,652 144,685 293,917 281,884

EBITDA by segment

1000 EUR Q2

2016

Q2

2015

Q1-Q2

2016

Q1-Q2

2015 2015

Last twelve

months

Fonecta 6,353 6,076 12,038 13,517 29,444 27,965

DTG 2,011 3,430 5,305 6,477 13,217 12,045

Herold 1,546 1,917 1,026 -154 10,405 11,585

Other -1,249 -1,170 -2,594 -2,184 -5,117 -5,527

Group total 8,661 10,253 15,775 17,656 47,949 46,068

Capital expenditure by

segment

1000 EURQ2

2016

Q2

2015

Q1-Q2

2016

Q1-Q2

2015 2015

Last twelve

months

Fonecta 628 879 1,048 1,823 3,931 3,156

DTG 800 1,368 2,547 2,929 5,376 4,994

Herold 1,260 993 1,962 1,464 5,007 5,505

Other - - - - - -

Group total 2,688 3,240 5,557 6,216 14,314 13,655

Assets by segment

1000 EUR

June 30

2016

June 30

2015

Dec 31

2015

Fonecta 276,160 275,999 277,482

DTG 92,918 98,819 86,893

Herold 84,303 92,484 140,456

Other -35,525 13,075 -78,468

Total assets in the balance sheet 417,856 480,377 426,363

Liabilities by segment

1000 EUR

Jun 30

2016

Jun 30

2015

Dec 31

2015

Fonecta 162,032 479,998 168,621

DTG 290,565 312,604 283,077

Herold 55,985 199,192 196,424

Other -39,328 -448,102 -176,295

Total liabilities in the balance sheet 469,254 543,692 471,827

EBITDA is calculated by adding back depreciation, amortisation and impairment charges and gain/(loss) from sale of subsidiaries to operating profit/loss.

15

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European Directories Group

January-June 2016

1000 EUR

Available for

sale financial

assets

Loans and

receivables

Measured at

amortised cost Total

Assets as per balance sheet

Trade and other receivables - 52,323 - 52,323

Cash and cash equivalents - 46,313 - 46,313

Available-for-sale financial assets 1,471 - - 1,471

Other financial assets - 36 - 36

Loan receivables from related parties - 1,782 - 1,782

Book value total 1,471 100,454 - 101,925

Liabilities as per balance sheet

- - 125,639 125,639

- - 144,394 144,394

Other non-current financial liabilities - - 8,680 8,680

Trade payables - 12,279 - 12,279

Other current liabilities - 35,996 - 35,996

Book value total - 48,275 278,713 326,988

1000 EUR

Available for

sale financial

assets

Loans and

receivables

Measured at

amortised cost Total

Assets as per balance sheet

Trade and other receivables - 59,553 - 59,553

Cash and cash equivalents - 46,705 - 46,705

Available-for-sale financial assets 1,471 - - 1,471

Other financial assets - 36 - 36

Loan receivables from related parties 1,731 1,731

Book value total 1,471 108,025 0 109,496

Liabilities as per balance sheet

Bond - - 138,084 138,084

Shareholder loan - - 134,781 134,781

Other non-current financial liabilities 8,270 8,270

Trade payables - 12,164 - 12,164

Other current liabilities - 38,059 - 38,059

Book value total - 50,223 281,135 331,358

4. 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 2015.

The Group has no financial instruments measured at fair value. Available-for-sale financial assets consist of unquoted shares,

which are measured in the Group at their acquisition price in the absence of a reliable fair value.

31 Dec 2015

Classification of financial instruments

30 Jun 2016

Bond

Shareholder loan

16

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European Directories Group

January-June 2016

On 24 June 2016 the Group (through its group company Dogado GmbH) acquired 100 % of the shares and votes in Busymouse

Business Systems GmbH. Busymouse Business Systems GmbH is a German company providing hosted exchange and cloud

services through more than 700 IT channel partners to German SME customers. The acquisition price was TEUR 2,018,

creating a goodwill of TEUR 1,274 which is mainly attributable to the synergies expected to be received from integrating the

company into the Group's existing hosting business.The fair values of the acquired net assets have been determined on a

provisional basis, pending completion of the final valuation.

On June 1 2016, the Group (through its group company Dogado GmbH) acquired Canhost business. Canhost is a German

domain and webhosting business. The acquisition price was TEUR 358. The fair values of the acquired net assets have been

determined on a provisional basis, pending completion of the final valuation.

On 22 January 2016, De Telefoongids Holding B.V. (“DTG”), a European Directories Group company, acquired 100% of the

shares in DR3 B.V. (“DR3DATA”). DR3DATA is a Dutch company holding an extensive business-to-business marketing

database with annual turnover of c MEUR 1.5. The final acquisition price was TEUR 800 and was paid by way of a capital

contribution to DR3DATA. The acquisition of DR3DATA will reinforce DTG’s position as the online marketing services company

for the Dutch SME sector.

5. Acquisitions and disposals

Acquisitions in 2016

On 14 January 2016 the Group (through its group company Dogado GmbH) acquired 100 % of the shares and votes in Media

Webline AG. Media Webline AG is a German company, which provides domain, webhosting and managed hosting services.

The acquisition of Media Webline AG provides the Group with increased customer base. The acquisition price was TEUR

1,884. The acquired intangible and tangible assets resulted in a goodwill of TEUR 891 which is mainly attributable to the

synergies expected to be received from integrating the company into the Group's existing hosting business. The fair values of

the acquired net assets have been determined on a provisional basis, pending completion of the final valuation.

17

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European Directories Group

January-June 2016

4,941

4,941

-137

-1,535

3,269

Fair value recognised on acquisition

1000 EUR

4,058

98

621

137

-506

-934

-699

2,775

2,166

4,941

The following table summarises the consideration paid for the companies, and the amounts of the assets acquired and liabilities

assumed recognised at the acquisition date.

Consideration transferred

1000 EUR

Cash

Total consideration transferred

Cash in the acquired company

Deferred consideration

Net cash outflow from acquisition

Recognised amounts of identifiable assets acquired and liabilities assumed

Intangible assets

Property, plant and equipment

Trade and other receivables

In March 2016, the Group acquired an additional 10 % interest in Dogado Gmbh increasing its ownership from 51 % to 61 %.

See details in statement of changes in total equity on page 11.

Cash and cash equivalents

Loans

Deferred tax liabilities

Trade and other payables

Total net assets acquired

Goodwill on acquisition

Consideration price, satisfied in cash

In addition to the acquisitions made, deferred consideration of TEUR 1,143 was paid relating to acquisitions made in previous

years.

18

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European Directories Group

January-June 2016

On 10 March 2015, the Group acquired 51% of the shares and votes in Dogado GmbH. As a result the Group gained control of

Dogado GmbH. 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. Goodwill of TEUR 1,006 is the strategic value of entering the Web-Hosting and

SaaS market as well as the access to the German market/customer and the Hosting/Business know-how of key-employees at

Dogado GmbH.

The Group recognised a financial liability for a put option relating to the acquisition of the 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 TEUR 10,000, was discounted and recorded at its net present value of TEUR 8,188

as of 31 March 2015. The unwind of the discount for January-June 2016 was TEUR 411. The carrying amount of the liability

was TEUR 8,638 as of 30 June 2016.

On 12 April, 2016 the Group disposed of its 76.34 % shareholding in Tupalo Internetservices GmbH for a nominal amount. The

sale resulted in a minor loss to the Group.

Disposals during 2015

In January 2015, the Group sold its Swedish partnership, HB Förlaget 1 Ab. The partnership owns a property in Halmstad,

Sweden, which was classified as an investment property in the Group. The partnership was reclassified as assets held-for-sale

and its assets and liabilities were presented as held for sale as of 31 December 2014.

Disposals during 2016

Acquisitions in 2015

On 8 August 2015, the Group acquired 100% of the shares and votes in Kontaktia Oy, which is a Finnish digital marketing

agency offering a variety of digital marketing solutions and directory services. As a result the Group gains control of Kontaktia

Oy. The total consideration was TEUR 2,396 including goodwill on account of synergies of TEUR 1,410. The acquisition

provided the Group with an increased customer base. Detailed information about these two acquisitions has not been

presented due to the small size of the acquisitions.

On 16 November 2015 the Group acquired 100% of the shares and votes in Vilperi Digimediat Oy which is a leading Finnish

company engaged in providing digital sales and marketing solutions to the SMB sector in Finland. The total consideration was

TEUR 2,014. The fair values of the acquired net assets were measured on a provisional basis in 2015 and the final valuation

was received in Q2 2016, which resulted in adjustment to the amount of goodwill of TEUR 72. The final goodwill being TEUR

1,966. The acquisition provided the Group with an increased customer base.

19

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European Directories Group

January-June 2016

1000 EUR

Jun 30

2016

Jun 30

2015

Dec 31

2015

Opening balance 307,429 327,818 327,818

Acquisitions 6,295 1,504 8,996

Capital expenditures 4,831 5,404 12,495

Disposals 0 -11,540 -11,592

Amortisation -11,716 -14,382 -30,288

Closing balance 306,839 308,804 307,429

Goodwill included in closing balance 216,054 210,500 213,816

Change in goodwill during the period due to impairments - - -

1000 EUR

Jun 30

2016

Jun 30

2015

Dec 31

2015

Cost

Balance at the beginning of period 424,413 418,774 418,774

Acquisition through business combination *)

2,238 2,323 5,639

Balance at end of period 426,651 421,097 424,413

Impairment losses

Balance at the beginning of period -210,597 -210,597 -210,597

Impairment loss - - -

Balance at end of period -210,597 -210,597 -210,597

Carrying amounts

Balance at the beginning of period 213,816 208,177 208,177

Balance at end of period 216,054 210,500 213,816

1000 EUR

Jun 30

2016

Jun 30

2015

Dec 31

2015

Opening balance 5,486 5,660 5,660

Acquisitions 98 244 269

Capital expenditures 607 812 2,010

Disposals -3 - -

Depreciation, amortisation and impairment -1,084 -1,212 -2,453

Translation differences and other adjustments -2 3 -

Closing balance 5,102 5,507 5,486

6. Changes in intangible assets

Reconciliation of carrying amount of goodwill

*) Acquisitions during January-June 2016 of TEUR 2,238 include an adjustment of TEUR 72 relating to acquisitions made in 2015.

7. Changes in property, plant and equipment

20

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European Directories Group

January-June 2016

1000 EUR

Jun 30

2016

Jun 30

2015

Dec 31

2015

Cash at bank and in hand 45,850 101,511 46,242

Short-term bank deposits 463 463 463

Cash and cash equivalents (excluding bank overdrafts) 46,313 101,974 46,705

1000 EUR

Jun 30

2016

Jun 30

2015

Dec 31

2015

Cash and cash equivalents 46,313 101,974 46,705

Bank overdrafts - -42,438 -

Cash and cash equivalents 46,313 59,536 46,705

125,639 137,392 138,084

144,394 126,447 134,781

8,680 8,383 8,270

278,713 272,222 281,135

Carrying

amount Jun 30

2016

Bonds

9. Financial liabilities

Other non-current financial liabilities

Shareholder loan and accrued interest

Carrying

amount Jun 30

2015

Carrying

amount Dec 31

2015

In June 2016 European Directories DH7 B.V. (European Directories group company) purchased TEUR 13,048 nominal value of the bonds

for a consideration of TEUR 6,434.The purchase price resulted in a reduction of the carrying value of the bonds of TEUR 12,787 and gain of

TEUR 6,352, which was recognised in other financial income.The amortisation of the bond transaction costs during January-June 2016 was

TEUR 341. The amortised cost of the bond as of 30 June 2016 was TEUR 125,639

On 10 December 2013 European Directories Midco S.à r.l. issued 103,313,950 preferred equity certificates (“PECs”) with nominal value of

Euro 1.00 each. Leafy S.à r.l., the parent company of European Directories Midco S.à r.l. has subscribed all issued PECs. The maturity

date of the PECs is 10 December 2043. The PECs are unsecured and subordinated to all other obligations of the Company and no cash

interest will be paid whilst the senior secured callable floating rate bonds issued by European Directories BondCo S.C.A. are outstanding.

Each PEC carries the right to receive a fixed yield of 7.24% p.a. and a compounding profit yield of 6.26% p.a. The principal as well as

accrued interest is payable on the PECs at their maturity or if the PECs would be redeemed by the Company at an earlier date. Such

optional redemption is possible only to the extent that i) the Company will have sufficient funds available to settle its liabilities to all other

creditors as a result of the redemption payment, and ii) the Company is not insolvent and will not become insolvent after making the

redemption payment. Whilst the PECs mature in 2043, it would the Board's intention to prepay this loan as early as possible after maturing

of the bond, potentially in 2019.

The accrued interest on the PECs as of 30 June 2016 was TEUR 41,080 (30.6.2015: TEUR 23,133).

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 TEUR 10,000 was discounted and recorded at its net present value of TEUR 8,188 as of 31 March 2015. The unwind of

the discount for January-June 2016 was TEUR 411. The carrying amount of the liability was TEUR 8,638 as of 30 June 2016 and was

included in other non-current financial liabilities.

Total

8. Cash and cash equivalents

1000 EUR

Cash and cash equivalents include the following for the purposes of the statement of cash flows:

21

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European Directories Group

January-June 2016

10. Other provisions

1000 EURJun 30

2016

Jun 30

2015

Dec 31

2015

Jun 30

2016

Jun 30

2015

Dec 31

2015

Opening balance 18,022 24,446 24,446 5,504 8,397 8,398

Increase in the provisions - - - 1,665 500 1,064

Provisions used - - -6,424 -1,089 -1,526 -3,958

Other *)

- - - 555 - -

Closing balance 18,022 24,446 18,022 6,635 7,371 5,504

Of which non-current - - - 4,054 4,255 1,930

Of which current 18,022 24,446 18,022 2,581 3,116 3,574

Total 18,022 24,446 18,022 6,635 7,371 5,504

*) The Group reclassified TEUR 555 of provisions relating to onerous leases from other current liabilities to provisions in 2016.

Austria

Finland

Tax provisions Other provisions

In the condensed consolidated interim financial statements of the Group, of MEUR 15 provision initially recognised for the Finnish tax cases,

MEUR 6.4 has been used in 2015 and the remaining provision amounts to MEUR 8.6 as of 30 June 2016. The remaining provision for the

Austrian tax cases amounts to MEUR 9.4.

In December 2015, Fonecta Group received Board of Appeal decisions for pending tax disputes in respect of European Directories Group

Oy, European Directories Services Oy, European Directories Corporations Oy and Fonecta Oy. Based on these decisions, Fonecta Group

companies paid MEUR 6.4 taxes (including penalties) in December 2015 which were recognized against the MEUR 15.0 tax provision.

Helsinki Administrative Court issued in September 2015 a ruling in a tax dispute against Finderia Oy (a dormant subsidiary of Fonecta Oy

which has been in liquidation since 2003). The Administrative Court’s ruling imposed an income tax (incl. interest) to Finderia Oy amounting

to approximately MEUR 38.8. Finderia Oy has appealed the Administrative Court's decision and requested that the payment of the tax and

interest would be deferred. The Supreme Administrative Court (“SAC”) in Helsinki granted Finderia Oy a deferral in full of the MEUR 38.8m

tax assessment. The deferral is granted until the matter has been finally resolved by the SAC. The Group’s position is that the tax claim is

unfounded and that the ruling contravenes previous court rulings and misinterprets applicable law. Finderia Oy does not have any

information on whether or not the leave to appeal will be granted, nor of the timing of the process. In the event that the SAC rejects the

appeal and the full claim of MEUR 38.8 (plus additional interest) becomes payable – which the Group considers unlikely in the short term, or

indeed, at all – then this could put a strain on the Group’s funding, representing as it does 80% of annual EBITDA. Management is aware of

this issue and is keeping it under constant review.

Uncertain tax positions/Tax provisions

The Group is involved in various discussions with local tax authorities.

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 goodwill amortisation from

2005 and 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 30 June 2016 is estimated to be maximum MEUR 10 (including interest and penalties).

Herold has appealed the decision to the local court but provided for the majority of the amount claimed. In the event that a final ruling would

be issued consistent with the tax authority’s view, this could potentially further increase tax costs (depending on the future Group’s financing

structure) by MEUR 2 to MEUR 4 annually (depending if goodwill amortization deduction or full interest deduction is disallowed).

22

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European Directories Group

January-June 2016

Jun 30

2016

Jun 30

2015

Dec 31

2015

Due within a year 6,896 8,280 8,530

Due after one year and within five years 14,827 16,005 15,936

Due after five years 9,185 2,809 1,889

Total 30,908 27,094 26,355

All on-going legal actions and official proceedings are related to open tax cases. See note 10 for details on page 22.

The Key management personnel received the following benefits:

1000 EUR Q2 2016 Q2 2015 Q1-Q2 2016 Q1-Q2 2015 2015

Short-term employee benefits*)

581 719 1,181 1,449 2,987

Post-employment benefits 22 28 54 60 20

Other long-term benefits - 1 - 1 -3

Total 603 748 1,235 1,510 3,004

Related party of the Group includes its subsidiaries, key management personnel and associated companies. Related party transactions

include such operations that are not eliminated in the group's consolidated financial statements.

Key management personnel remuneration

The Board of Managers (also referred to as the Board of Directors) of European Directories Midco S.à r.l. and the CEOs in the operating

companies (Fonecta, DTG, Herold) are considered as key personnel who have authority and responsibility for planning, directing and

controlling the activities of the European Directories Group.

*) Includes amounts paid as remuneration to individuals or as reimbursement for services paid to enties providing the service.

The above represents the expense arising in the relevant period. As at 30 June 2016 and 30 June 2015, the management had no personal

shareholdings in the Group. Management has not been granted any loans.

Parent and Ultimate controlling party

Key management personnel

Leafy S.à r.l., a company incorporated in Luxembourg is the immediate parent company of the Company and has majority control over the

Company. The ultimate parent of European Directories Midco S.à r.l. is Triton Masterluxco 3 S.à r.l., a company incorporated in

Luxembourg.

12. Contingent liabilities

14. Related party transactions

Guarantees

Group companies

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 (shares in certain Group companies, loan receivables and bank accounts) to secure the obligations of European

Directories BondCo S.C.A. under the finance documents.

11. Operating lease commitments

13. Legal actions and official proceedings

1000 EUR

23

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European Directories Group

January-June 2016

1000 EUR

Jun 30

2016

Jun 30

2015

Dec 31

2015

Interest on loan receivables 3 1 2

Long-term interest-bearing loan receivables 1,782 1,599 1,731

Shareholder loan and acrrued interest 144,394 126,447 134,781

Long-term interest-bearing loan receivables and interest on loan receivables include receivables from European Directories Holdco S.A,

European Directories Parent S.A and Leafy S.à r.l.

15. Events after the reporting period

Transactions with related parties

On 10 December 2013 European Directories Midco S.à r.l. issued 103,313,950 preferred equity certificates (“PECs”) with nominal value of 1

Euro each. Leafy S.à r.l., the parent company of European Directories Midco S.à r.l. has subscribed all issued PECs. The PECs have a

maturity date of 10 December 2043. The PECs are unsecured and subordinated to all other obligations of the Company and no cash

interest will be paid whilst the bond is outstanding. Whilst the PECs mature in 2043, it would the Board's intention to prepay this loan as

early as possible after maturing of the bond, potentially in 2019.

There has been no material events after the reporting period.

All transactions with related parties are with arm’s length, and are with similar terms than transactions carried out with independent parties.

24

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European Directories Midco S.à r. l.

Interim financial statements for the period of

1 January to 30 September 2015

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

January-June 2016

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European Directories Midco S.à r.l.

Interim financial statements for the period of 1 January to 30 June 2016

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 - 15

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European Directories Midco S.à r.l.,

Interim Financial Statements for the period

ended 30 Jun 2016

Interim financial statements are unaudited

1000 EUR Note

Q2

2016

Q2

2015

Q1-Q2

2016

Q1-Q2

2015 2015

Last

twelve

months

Board fees 4 -175 -202 -305 -383 -616 -538Other expenses 5 -35 -74 -95 -157 -214 -152Operating loss -210 -276 -400 -540 -830 -690

Finance income 9 2,329 2,183 4,657 4,342 8,757 9,072Finance costs 11 -4,843 -4,312 -9,651 -8,264 -16,630 -18,017Net finance costs -2,514 -2,129 -4,994 -3,922 -7,873 -8,945

Loss before income tax -2,724 -2,405 -5,394 -4,462 -8,703 -9,635

Income tax 6 - - - - -5 -5Loss for the period -2,724 -2,405 -5,394 -4,462 -8,708 -9,640

Total comprehensive income -2,724 -2,405 -5,394 -4,462 -8,708 -9,640

Interim statement of profit and loss

and other comprehensive income

The notes on page 6 to 15 form an integral part of these interim financial statements

2

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European Directories Midco S.à r.l.,

Interim Financial Statements for the period

ended 30 Jun 2016

Interim financial statements are unaudited

Interim balance sheet

1000 EUR Note(s)

Jun 30

2016

Jun 30

2015

Dec 31

2015 ASSETS

Non-current assets

Investments in subsidiaries 7 2,043 2,043 2,043

Available-for-sale financial assets 8 - 1,153 1,153

Loan receivables 9 120,217 111,977 112,109

Total non-current assets 122,260 115,173 115,305

Current assets

Accrued interest and other receivables 9 5,829 5,110 9,481

Cash and cash equivalents - 18 -

Total current assets 5,829 5,128 9,481

Total assets 128,089 120,301 124,786

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 -46,357 -36,718 -40,963

Total equity 10 -29,798 -20,159 -24,404

LIABILITIES

Non-current liabilities

Shareholder loan and accrued interests 11 (a) 144,394 126,447 134,781

Other financial liabilites 11 (a) - - -

Total non-current liabilities 144,394 126,447 134,781

Current liabilities

Other financial liabilites 11 (b) - 1,130 1,130

Accrued interest 11 (a) 81 37 66

Trade and other payables 11 (b) 13,412 12,846 13,213

Total current liabilities 13,493 14,013 14,409

Total liabilities 157,887 140,460 149,190

Total equity and liabilities 128,089 120,301 124,786

The notes on page 6 to 15 form an integral part of these interim financial statements

3

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European Directories Midco S.à r.l.,

Interim Financial Statements for the period

ended 30 Jun 2016

Interim financial statements are unaudited

1000 EUR Q2 2016 Q2 2015

Q1-Q2

2016

Q1-Q2

2015 2015

Last

twelve

months

Cash flows from operating activities

Loss for the period -2,724 -2,405 -5,394 -4,462 -8,708 -9,640

Adjustments for:Income tax expenses - - - - 5 5

Finance costs - net 2,514 2,129 4,994 3,922 7,873 8,945Operating loss -210 -276 -400 -540 -830 -690

Interest received 91 - 255 - - 255Realised foreign exchange gains and losses and

other finance items -1 -1 - -4 -7 -3

Taxes paid - - - - -5 -5Operating cash flow before movements in

working capital-120 -277 -145 -544 -842 -443

Net change in working capital 52 -10 69 -21 34 124

Net cash from operating activities -68 -287 -76 -565 -808 -319

Cash flow from investing activitiesPurchases of available-for-sale investments 0 7 0 -20 -20 0

Net cash used in investing activities 0 7 0 -20 -20 0

Cash flows before financing activities -68 -280 -76 -585 -828 -319

Cash flows from financing activitiesProceeds from current liabilities 40 329 127 654 1,010 483

Loans granted to related parties -19 -39 -51 -88 -219 -182

Net cash from financing activities 21 290 76 566 791 301

Net increase (+) / decrease (-) in

cash and cash equivalents -47 10 0 -19 -37 -18

Cash and cash equivalents at beginning

of period 47 8 - 37 37 18Cash and cash equivalents at

the end of period 0 18 0 18 0 0

Interim statement of cash flows

The notes on page 6 to 15 form an integral part of these interim financial statements

4

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European Directories Midco S.à r.l.,

Interim Financial Statements for the period

ended 30 Jun 2016

Interim financial statements are unaudited

1000 EUR Share capital Share premium Other reserves Retained earnings Total equity

Balance at 31 December 2015 100 16,449 10 -40,963 -24,404

Total comprehensive income for the period Q2

2016 - - - -5,394 -5,394

Balance at 30 June 2016 100 16,449 10 -46,357 -29,798

1000 EUR Share capital Share premium Other reserves Retained earnings Total equity

Balance at 31 December 2014 100 16,449 10 -32,256 -15,697

Total comprehensive income for the period Q2

2015 - - - -4,462 -4,462

Balance at 30 June 2015 100 16,449 10 -36,718 -20,159

Interim statement of changes in equity

Equity attributable to owners of the parent Q2 2016

Equity attributable to owners of the parent Q2 2015

The notes on page 6 to 15 form an integral part of these interim financial statements

5

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European Directories Midco S.à r.l.,

Interim Financial Statements for the period

ended 30 Jun 2016

Note 1 Basis of preparation

Note 2 Use of judgements and estimates

Notes to Interim Financial Statements

for the period ended 30 June 2016

The interim financial statements for the three months ended 30 June 2016 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 accounting policies adopted are consistent with those of the previous financial year. In addition, the Company has adopted those new and amended IFRS

standards effective for the financial year ending 31 December 2015, which have been presented in the financial statements for the year ended 31 December

2015. Those new and amended IFRS standards have not had material impact to the interim financial statements. The interim financial statements are

unaudited.

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 2015.

6

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European Directories Midco S.à r.l.,

Interim Financial Statements for the period

ended 30 Jun 2016

Note 3 Segment reporting

Note 4 Board of Managers fees

The Company had no employees during the period.

The Company is paying remuneration to the members of the Board of Managers.

Note 5 Other expenses

1000 EUR Q2 2016 Q2 2015

Q1-Q2

2016

Q1-Q2

2015 2015

Last twelve

months

Auditor remuneration 11 11 22 22 45 45

Other administrative expenses 24 63 73 135 169 107

Total 35 74 95 157 214 152

Auditor remunerationAudit fees 11 11 22 22 45 45

Total 11 11 22 22 45 45

Note 6 Income taxes

The Company is subject to taxation under the Luxembourg tax regulation applicable to companies.

1000 EUR Q2 2016 Q2 2015

Q1-Q2

2016

Q1-Q2

2015 2015

Last twelve

months

Current income taxes - - - - 5 5

Total - - - - 5 5

The Company is a holding company. Following from this it has no business operations generating revenues, nor any employees. Based on the internal reporting

model used by the Board of Managers, for the assessment of results and the use of resources, the Company reports as a single segment, which complies with the

approach to the organisation and management of activities. The chief operating decision maker is the Board of Managers.

7

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European Directories Midco S.à r.l.,

Interim Financial Statements for the period

ended 30 Jun 2016

Note 7 Investments in subsidiaries

1000 EUR 30 Jun 2016 30 Jun 2015 31 Dec 2015

Balance at the beginning of the period 2,043 2,043 2,043

- - -

Balance at the end of the period 2,043 2,043 2,043

The Company has shareholdings in the following companies:

Name

Proportion of the

capital held, %

Capital and

reserves Profit / loss

99.99% 1,686 -262

100% -48 -40

Note 8 Available-for-sale financial assets

Note 9 Non-current and current receivables

Non-current receivables

30 Jun 2016 30 Jun 2015 31 Dec 2015

Loan to European Directories BondCo S.C.A.

Original loan amount 10 Dec 2013 103,314 103,314 103,314

Set up fee capitalised 2014 451 451 451

Interest capitalised 15,569 7,513 7,513

Total 119,334 111,278 111,278

Loan to European Directories Parent S.A. 361 251 333

Loan to European Directories Holdco S.A. 269 195 245

Loan to Leafy S.á r.l 253 253 253

Total loan receivables 120,217 111,977 112,109

1000 EUR

Changes in investments in subsidiaries

2C, rue Albert Borschette, L-1246

Luxembourg, R.C.S. Luxembourg

2C, rue Albert Borschette, L-1246

Luxembourg, R.C.S. Luxembourg

European Directories GP

("ED GP")

European Directories

BondCo S.C A. ("BondCo")

Registered

office

On 10 December 2013, in order to facilitate the financial restructuring of its group, the Company entered into a TEUR 103,314 loan agreement

with its immediate subsidiary, European Directories Bondco S.C.A. The loan is bearing an interest rate of 7,9% payable annually in arrears.

As of 30 June 2016 the Company has a loan receivable totalling TEUR 883 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% payable in arrears on 30 June and 31

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.

On 2 December 2013 the Company contributed TEUR 2,031 to the share capital of European Directories BondCo S.C.A. and TEUR 13 to the

share capital of European Directories GP.

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

financial statements as at and for the period ended 31 December 2015. 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.

On 1 April 2016 the Company sold its investment (14,83%) in Bokadirekt i Stockholm AB for an amount of TEUR 1,130 to Fonecta Oy.

8

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European Directories Midco S.à r.l.,

Interim Financial Statements for the period

ended 30 Jun 2016

Current receivables

1000 EUR 30 Jun 2016 30 Jun 2015 31 Dec 2015

Interest income on financial assets classified as loans and receivables

Loan to European Directories BondCo S.C.A. 4,657 4,342 8,757

Total interest income in the statement of profit and loss 4,657 4,342 8,757

Interest accrued previous year 9,457 8,212 8,212

Set up fee/interest capitalised or paid during the period -8,313 -7,512 -7,512

Total accrued interest 5,801 5,042 9,457

Prepayments 28 68 24

Total accrued interest and other receivables 5,829 5,110 9,481

Note 10 Capital and reserves

1000 EUR Share capital Share premium Other reserves Total

30 June 2015 10,000,000 100 16,449 10 16,559

30 Jun 2016 10,000,000 100 16,449 10 16,559

Share capital

Other reserves

Note 11 Non-current and current financial liabilities and other liabilities

a.) Non-current financial liabilities 30 Jun 2016 30 Jun 2015 31 Dec 2015

Shareholder loan (preferred equity certificates) 103,314 103,314 103,314

Accrued interests on Shareholder loan 41,080 23,133 31,467

Total 144,394 126,447 134,781

Long term loan from Fonecta Oy - - -

- - -

Total non-current liabilities 144,394 126,447 134,781

Loan from Fonecta Oy is maturing in 2016 and therefore transferred to current liabilitites.

The issued share capital consists of 10,000,000 shares with a nominal value of Euro 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.

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.

On 10 December 2013 the Company issued 103,314 preferred equity certificates ("PECs") for an aggregate amount of TEUR 103,314

("PECs"). Leafy S.á r.I. is the holder of all outstanding PECs.

The PECs have a maturity date of 10 December 2043. The PECs carry a fixed yield and a profit yield which can be paid in full or in part by

issuing new PECs to the holders. As at 30 June 2016 the accrued interest amounts to TEUR 41,080 (30 June 2015: TEUR 23,133).

Number of shares (pcs)

Other current receivables comprised prepayments made in relation to 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.

In Q2 European Directories BondCo S.C.A. has paid TEUR 91 of intercompany interest to the Company.

9

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European Directories Midco S.à r.l.,

Interim Financial Statements for the period

ended 30 Jun 2016

Accrued interest 30 Jun 2016 30 Jun 2015 31 Dec 2015

Shareholder loan 9,613 8,231 16,565

Loan from Fonecta Oy 15 27 56

9,628 8,258 16,621

Other finance expenses 23 6 9

Total finance cost in the statement of profit and loss 9,651 8,264 16,630

Accrued interest previous year

Shareholder loan 31,467 14,902 14,902

Loan from Fonecta Oy 66 10 10

Interest expenses capitalised 41,080 23,133 31,467

Interest payable on borrowings

Loan from Fonecta Oy 81 37 66

Total interest payable on borrowings 81 37 66

b. ) Current liabilites 30 Jun 2016 30 Jun 2015 31 Dec 2015

Other financial liabilities

Loan from Fonecta Oy - 1,130 1,130

- 1,130 1,130

Amounts due to group companies

De Telefoongids Holding B.V. 64 91 64

Fonecta Oy 85 84 2

Herold Business Data GmbH - 14 -38

European Directories Corporations Oy 10 - 2

European Directories Services B.V. - 11 -

European Directories OpHoldco S.à r.l 3,706 3,180 3,706

European Directories (Dh7) B.V. 9,341 9,341 9,341

13,206 12,721 13,077

Current tax 1 1 1

Accrued expenses 160 106 134

Other 45 18 1

Total trade and other payables 13,412 12,846 13,213

Interest expenses on financial liabilities classified as

loans and borrowings

The Managers assessed that trade payables and other current financial liabilities approximate their carrying amounts largely due to the short-

term maturities of these instruments.

10

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European Directories Midco S.à r.l.,

Interim Financial Statements for the period

ended 30 Jun 2016

Note 12 Financial risk management

Financial risk factors

1. Market risk

The back to back structure of assets and liabilities offsets this risk.

Currency risk

Sensitivity analysis

2. Credit risk

3. Liquidity risk

The Company’s activities expose it to a variety of financial risks:

- market risk (including currency risk), fair value interest rate risk and price risk

- credit risk; and

- liquidity risk.

The Company’s overall risk management programme focuses on the structure of the assets and liabilities.

Management aims in achieving risk minimisation through the use of a (“back to back”) structure.

Price/Interest rate risks

Market risk is the potential of suffering losses due to changes in market prices or parameters influencing market prices. It includes changes

concerning illiquidity of sub-markets resulting in the inability of buying/selling positions of a special size, within a special period of time or at fair

value conditions.

Interest rate risk is covered by the structure of the assets and liabilities. Through back to back structuring management consider the interest

cash flow risk to be mitigated.

Sensitivity analysis

A reasonable possible change of 100 basis points in the interest rates at the reporting date would not impact the value of assets, liability or

shareholder equity in a significant way.

The Company has no significant currency risk as borrowings and lending contracts are denominated in Euro, the functional and presentation

currency of the Company. The Company is only subject to individual insignificant transactions in foreign currency which may arise.

A reasonable possible strengthening (weakening) of the Euro, US dollar (USD) or Swedish Crown (SEK) against all other currencies as at

reporting date would not significantly affect the measurement of the value of assets, liabilities or shareholder equity. The back to back

structure of assets and liabilities is offsetting this risk.

Credit risk is associated with potential losses arising from a business partner’s (counterparty, issuer, other contractual partner) default, i.e. its

inability or unwillingness to meet contractual obligations, or the deterioration of its creditworthiness, e.g. changes in the issuer credit rating.

The maximum credit risk exposure of the Company in the event of other parties failing to perform their obligations is considered to be the

carrying value of the loans to the Company's subsidiary.

Liquidity risk is the risk that the ability to meet payment obligations cannot be ensured at all times. In economic terms, this is the risk resulting

from the Company’s exposure to an increase of liquidity premiums. As presented under Note 9 “Non-current and current receivables” and Note

11 “Non-current and current financial liabilities and other liabilities”, the management ensures that liquidity risk minimised by matching the

liquidity and maturity structure of assets and liabilities at all times.

Changes in interest, currency and market prices would not impact the liquidity of the Company at the reporting date, value of assets, liabilities

or shareholder equity in any significant way. The back to back structure of assets and liabilities offsets these risks.

11

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European Directories Midco S.à r.l.,

Interim Financial Statements for the period

ended 30 Jun 2016

Carrying amounts and fair value

Trade and other

receivables Investments

Trade and

other

receivables

Cash and cash

equivalents Total

Financial assets not measured at fair value

120,217 - 5,829 - 126,046

- - - - 0

- 2,043 - - 2,043

120,217 2,043 5,829 - 128,089

Interest

bearing loans

and

borrowings

Trade and other

payables Total

Financial liabilities not measured at fair value

- - - 13,412 13,412

144,394 - 81 - 144,475

144,394 - 81 13,412 157,887

Trade and other

receivables Investments

Trade and

other

receivables

Cash and cash

equivalents Total

Financial assets not measured at fair value

112,109 - 9,481 - 121,590

- - - - -

- 3,196 - - 3,196

TOTAL 112,109 3,196 9,481 - 124,786

Interest

bearing loans

and

borrowings

Trade and other

payables Total

Financial liabilities not measured at fair value

- - 1,130 13,213 14,343

134,781 - 66 - 134,847

134,781 - 1,196 13,213 149,190

Trade and other payables

The following table shows the carrying amounts of financial instruments. All financial instruments presented are valued at

amortized cost through the use of the effective interest rate method. The carrying values of the financial instruments, other

than shareholder loan, are considered to be a good approximation of the fair value of the financial instruments.

30 June 2016

Non- current assets Current assets

Trade and other receivables

Cash and cash equivalents

Corporate securities

TOTAL

Non- current liabilities Current liabilities

Interest bearing loans and borrowings

Current liabilities

Interest bearing loans and borrowings

Trade and other payables

Borrowings

TOTAL

31 Dec 2015

Non- current assets Current assets

Trade and other receivables

Borrowings

TOTAL

Cash and cash equivalents

Corporate securities

Non- current liabilities

12

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European Directories Midco S.à r.l.,

Interim Financial Statements for the period

ended 30 Jun 2016

Note 13 Related parties

Related parties of the Company

Ownership structure

1000 EUR Q1-Q2 2016 Q1-Q2 2015 2015

Loan receivables 120,217 111,977 112,109

Loan payables 144,394 126,447 134,781

Interest income 4,657 4,342 8,757

Interest expenses 9,628 8,258 16,621

Accrued interest on loan receivables 5,801 5,042 9,457

Accrued interest on loan payables 81 37 66

Board fees* 413 552 954

Note 14 Contingencies and commitments

Note 15 Events after the balance sheet date

There are no material events after the balance sheet date.

*The Midco board is active as well at the level of the Group, therefore TEUR 108 (TEUR 169) was recognised by another European

Directories Group company in Jan-Jun 2016 and TEUR 305 (TEUR 383) European Directories Midco S.à r.l.

The Company’s related party comprise the following:

* European Directories BondCo S.C.A.

* Eurpean Directories Parent S.A.

* Leafy S.à r.l

* Board of Managers.

* European Directories Holdco S.A.

Related party transactions

The Managers of the Company are not aware of any significant contingent liabilities as at 30 June 2016.

There are no commitments in respect of retirement pensions for members of the management and supervisory bodies. There are no

advances, loans or commitments given on their behalf by way of guarantee of any kind granted to the members of those bodies during

the year period 30 June 2016.

European Directories Midco S.à r.l. is the parent company of the European Directories Group. Triton Fund, majority through Leafy S.á

r.l., holds at the balance sheet date 91.1 % of the shares in European Directories Midco S.à r.l.

European Directories Midco S.à r.l. has shareholdings in two subsidiaries, European Directories BondCo S.C.A., and European

Directories GP. For further information, see Note 7 "Investment in subsidiaries".

Key management personnel of the Company consist of the Board of Managers ("the Managers").

European Directories Midco S.à r.l is a guarantor for the obligations of European Directories BondCo S.C.A. under the bond. 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 (certain shares, loan receivables and bank accounts) to secure the obligations of European Directories

BondCo S.C.A. under the finance documents.

13

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R.C.S. Luxembourg : B18140146A, avenue J.F. KennedyL-1855 LuxembourgShare Capital : 2,031 Mio EUR

Interim financial statements for the period of

European Directories BondCo S.C.A.

1 January 2015 to 30 September 2015

European Directories BondCo S.C.AInterim financial statements

January-June 2016

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European Directories BondCo S.C.A.Interim financial statements for the period ended 30 June 2016

Table of contents

Interim statement of profit and loss and other comprehensive income 2 Interim balance sheet 3 Interim statement of changes in equity 4 Interim statement of cash flow 5 Notes to the interim financial statements 6 - 15

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2

1000 EUR Note Q2 2016 Q2 2015Q1 - Q2

2016Q1 - Q2

2015 2015 LTMAdministrative expenses 5 14 -34 -9 -70 -238 -177Operating loss 14 -34 -9 -70 -238 -177

Finance income 8 5,288 5,169 10,576 10,298 20,696 20,974Finance costs 11 -5,288 -5,170 -10,576 -10,300 -20,711 -20,987

Net finance costs - -1 - -2 -15 -13

Profit or Loss before income tax 14 -35 -9 -72 -253 -190

Income tax 6 - -8 - -8 -9 -1Profit or Loss for the period 14 -43 -9 -80 -262 -191

Total comprehensive income 14 -43 -9 -80 -262 -191

Interim statement of profit and loss and other comprehensive income

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3

Interim balance sheet

1000 EUR Note(s) 30 Jun 2016 30 Jun 2015 31 Dec 2015

ASSETS

Non-current assets

Investments in subsidiaries 7 2,000 2,000 2,000Loan receivables 8 277,325 269,347 268,990Total non-current assets 279,325 271,347 270,990

Current assets

Accrued interest and other receivables 8 5,918 6,226 9,856Deferred charges 9 20 - - Cash and cash equivalents 235 133 128Total current assets 6,173 6,359 9,984

Total assets 285,498 277,706 280,974

EQUITY

Equity attributable to owners of the parent

Share capital 2,031 2,031 2,031Profit or (loss) brought forward -345 -80 -84Profit or (loss) for the year/ period -9 -84 -262Total equity 10 1,677 1,867 1,685

LIABILITIES

Non-current liabilities

Interest bearing loans and borrowings 11 119,334 111,276 111,277Bond 11 157,991 158,070 157,712Total non-current liabilities 277,325 269,346 268,989

Current liabilities

Accrued interest on loans and borrowings 11 6,452 5,696 10,138Trade and other payables 44 797 162Total current liabilities 6,496 6,493 10,300

Total liabilities 283,821 275,839 279,289

Total equity and liabilities 285,498 277,706 280,974

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4

1000 EUR Share capital Retained earnings Total equity

Opening balance 1 January 2016 2,031 -345 1,685

Total comprehensive income for the Q2 - -9 -9

Balance at 30 June 2016 2,031 -354 1,677

1000 EUR Share capital Retained earnings Total equity

Opening balance 1 January 2015 2,031 -84 1,947

Total comprehensive income for the Q2 - -80 -80

Balance at 30 June 2015 2,031 -164 1,867

Equity attributable to owners of the parent Q2 2016

Equity attributable to owners of the parent Q2 2015

Interim statement of changes in equity

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5

Interim statement of cash flows

1000 EUR Q2 2016 Q2 2015 Q1 - Q2

2016Q1 - Q2

2015 2015 LTM

Cash flow from operating activitiesLoss for the period 14 -43 -9 -80 -262 -191

Adjustments for:Income tax expenses - 8 - 8 9 1Finance costs - net - 1 - 2 15 13Operating loss 14 -34 -9 -70 -238 -177

Interest received 3,283 2,902 6,180 5,797 11,618 12,001Interest paid -2,942 -2,877 -5,926 -5,710 -11,392 -11,608Realised foreign exchange gains and losses and other finance items - -1 - -2 -15 -13Taxes paid - -7 - -7 -9 -2Operating cash flow before movements in working capital

356 -17 246 8 -36 202

Net change in working capital -152 65 -140 101 140 -101Net cash from operating activities 204 48 106 109 104 101

Changes in loan receivables - - - - 640 640Net cash used in investing activities - - - - 640 640

Cash flow before financing activities 204 48 106 109 744 741

Cash flow from financing activitiesPrepayment of Bonds - - - - -640 -640Net cash used in financing activities - - - - -640 -640

Net increase (+) / decrease (-) in cash and cash equivalents 204 48 106 109 104 101

Cash and cash equivalents at beginning of period 30 85 128 24 24 133Cash and cash equivalents at the end of period 235 133 235 133 128 235

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6

Notes to Interim Financial Statementsfor the period ended 30 June 2016

Note 1 Basis of preparation

Note 2 Use of judgements and estimates

The interim financial statements for the six months ended 30 June 2016 have been prepared inaccordance 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 annualfinancial statements and should be read in conjunction with the audited annual financial statement for theperiod ended 31 December 2015.

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. Actualresults may differ from these estimates.

In preparing these interim financial statements, the significant judgements made by management inapplying accounting policies and the key sources of estimation uncertainty were the same as those thatapplied to the financial statements as at and for the period ended 31 December 2015.

The accounting policies adopted are consistent with those of the previous financial year. In addition, theCompany has adopted those new and amended IFRS standards effective for the financial year ending 31December 2015, which have been presented in the financial statements for the year ended 31 December2015. Those new and amended IFRS standards have not had material impact to the interim financialstatements. The interim financial statements are unaudited.

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Note 3 Segment reporting

Note 4 Employee benefits

Note 5 Other expenses

1000 EUR Q2 2016 Q2 2015 Q1 - Q2 2016 Q1 - Q2 2015 2015 LTM

Auditor remuneration 5 9 9 9 18 18Other administrative expenses -19 25 - 61 220 159Total -14 34 9 70 238 177

Auditor remunerationAudit fees 5 9 9 9 18 18Fees for other assurance services - - - - - -Tax advisory fees - - - - - -

Total 5 9 9 9 18 18

Note 6 Income taxes

For the period ended the administrative expenses mainly comprise administration and corporate secretarial fees.

The Company’s tax position at 30 June 2016 is based on the Company’s best estimate using the available information onlocal taxation rules and regulations and taking into account tax facilities and non-deductible costs. The tax return for the yearended 31 December 2014 has been filed in February 2016.

The Company is a holding company. Following from this it has no business operations generating revenues, nor anyemployees. Based on the internal reporting model used by the Company’s general partner European Directories GP S.à.r.l.for the assessment of results and the use of resources, the Company reports as a single segment, which complies with theapproach to the organisation and management of activities. The chief operating decision maker is the Board of EuropeanDirectories GP S.à r.l.

The Company is subject to taxation under the Luxembourg tax regulation applicable to companies.

Any temporary difference arising on assets will be offset by a corresponding difference in liabilities. Therefore, the Companydoes not have any deferred tax expense.

During the year the Company did not employ any personnel and, consequently no payments for wages, salaries or socialsecurities were made.

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Note 7 Investments in subsidiaries

1000 EUR 30 Jun 2016 30 Jun 2015 31 Dec 2015Balance at the beginning of the period 2,000 2,000 2,000

Changes in investments in subsidiaries - - -

Balance at the end of the period 2,000 2,000 2,000

The Company has a shareholding in the following company:

Name

Profit for the year ended 31 Dec

2015

(137,938) 10,284

The Company was acquired on 10 December 2013.

The above figures are presented under statutory requirements of Luxembourg GAAP.

The Company’s general partner, European Directories GP S.à r.l., performs an impairment test annually.

Note 8 Non-current and current receivables

Maturity of loan receivables

1000 EUR 30 Jun 2016 30 Jun 2015 31 Dec 2015

Due in one year - - - Due in two to five years 157,991 158,070 157,713Due in more than five years 119,334 111,277 111,277Total 277,325 269,347 268,990

Capital and reserves as at 31

Dec 2015Registered

office

46A avenue J.F. Kennedy, L-1855 Luxembourg, Luxembourg R.C.S. B 155420

European Directories OpHoldco S.à r.l

Proportion of the capital held, %

100%

On 10 December 2013 European Directories BondCo S.C.A. entered into loan agreements with European Directories Opholdco S.à r.l.:

1) For an amount of EUR 160,000,000.00. The interest is accrued on a daily basis at a floating rate of EURIBOR 3M + 7% p.a. and paidquarterly.

2) For an amount of EUR 103,313,950.00. The interest is accrued on a daily basis at a rate of 7.9%.

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Note 8 Non-current and current receivables (continued)

Non-current assets30 Jun 2016 30 Jun 2015 31 Dec 2015

Loan to subsidiaryLoan 1 160,000 160,000 160,000Loan 2 103,313 103,313 103,313

263,313 263,313 263,313

Original cost -2,800 -2,800 -2,800

Amortisation of original cost 1,431 870 1,153

Set up fee capitalised 2014 451 451 451

Prepayment of loan -640 - -640

Interest capitalised 1 January 2016 15,570 7,513 7,513Total loan receivables 277,325 269,347 268,990

Current assets

1000 EUR 30 Jun 2016 30 Jun 2015 31 Dec 2015

Loan 1 5,919 5,948 11,940Loan 2 4,658 4,350 8,756

Total interest income in the statement of profit and loss 10,576 10,298 20,696

Interest receivable beginning of the periodLoan 1 396 633 633Loan 2 9,455 8,213 8,212

9,851 8,846 8,845

Interest income received or capitalised during the periodLoan 1 -5,671 -5,797 -11,618Loan 2 -8,566 -7,513 -7,513

-14,238 -13,310 -19,132Amortised during the period

Loan 1 -279 -277 -559Loan 2 - -7 -

-279 -284 -559Total interest receivables from loans to European Directories Opholdco S.à r.l.

Loan 1 365 507 396Loan 2 5,547 5,043 9,455

5,912 5,550 9,851 Other receivables 6 676 5

Total accrued interest and other receivables 5,918 6,226 9,856

Interest income on financial assets classified as loans and receivables during the period

The interest is calculated using the effective interest method. The nominal interest rate is 7.9% for the TEUR 103,313 shareholder loan and EURIBOR 3M +7% for the TEUR 160,000 senior secured callable floating rate bond.

The Managers assessed that interest receivables approximate their carrying amounts largely due to the short-term maturities of theseinstruments.

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Note 9 Deferred charges

Deferred charges

1000 EUR 30 Jun 2016 30 Jun 2015 31 Dec 2015Deferred charges 20 - -

Total accrued interest and other receivables 20 - -

Note 10 Capital and reserves

Share capital

Legal reserve

Note 11 Non-current and current liabilities

Maturity of borrowings 30 Jun 2016 30 Jun 2015 31 Dec 2015Due in one year - - - Due in two to five years 157,991 158,070 157,712Due in more than five years 119,334 111,276 111,277Total 277,325 269,346 268,989

European Directories Midco S.à r.I. has issued a guarantee for the obligations of the Company under the bonds.

On 25 October 2013 the initial capital was set at TEUR 31 represented by 1 unlimited share having a nominal value of Euro 1, which isfully paid-up and 30,999 limited shares having a nominal value of Euro 1 each, which are fully paid-up.

The holders of Limited Shares bear a liability which is limited to the amount of their contribution to the Company as share capital, sharepremium or capital surplus. The liability of the holders of Unlimited Shares for the liabilities of the Company shall be joint and unlimited,as set out in article 102 of the Companies Act.

During 2013 the entity increased the share capital by an amount of TEUR 2,000 by way of contribution in kind by issue of 2,000,000 newlimited shares of a nominal value of Euro 1 each.

At 30 June 2016 the share capital is represented by 2,031,000 shares with a total amount of TEUR 2,031.

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 transfer is made following approval of its statutory accounts by the shareholders. 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.

Dividends on ordinary shares are recognised in the financial statements in the period in which they are approved by the Company's

shareholders.

On 10 December 2013 the Company entered into a loan agreement with European Directories Midco S.à r.l. for Euro 103,313,950.00.The interest is accrued on a daily basis at a rate of 7.9%.On 10 December 2013 the Company issued senior secured callable floating rate bonds ("Bonds") in the amount of Euro 160,000,000.00to the market. The proceeds of the Bonds were used to grant a loan to European Directories OpHoldco S.à r.l., which used the proceedsto repay all previous bank debt. The Bonds have been listed on NASDAQ OMX Stockholm since 5 December 2014 ("ISINSE0005505831").

The interest is accrued on a daily basis at a floating rate of 3 months EURIBOR rate plus a 7% p.a. margin. Interest is payable quarterlyin arrears. The Bonds have a maturity date of 10 December 2018.

The Bonds rank above the preferred equity certificates ("PECs") issued by the parent, European Directories Midco S.à r.I.

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Note 11 Non-current and current liabilities (continued)

Non-current financial liabilities 30 Jun 2016 30 Jun 2015 31 Dec 2015

Bond issuance 160,000 160,000 160,000

Loan to European Directories Midco S.à r.l. 103,313 103,313 103,313263,313 263,313 263,313

Original cost -2,800 -2,800 -2,800Amortisation of original cost 1,431 870 1,152

Set up fee capitalised 2014 451 451 451

Prepayment of bond -640 - -640

Interest capitalised 1 January 2016 15,570 7,513 7,513

Total non-current liabilities 277,325 269,346 268,989

Current liabilities 30 Jun 2016 30 Jun 2015 31 Dec 2015

Loan to Midco S.à r.l 4,658 4,350 8,756Bonds 5,919 5,948 11,940

10,576 10,298 20,696

Other finance expenses - 2 15

Total finance costs in the statement of profit and loss 10,576 10,300 20,711

Interest payable beginning of the periodLoan to Midco S.à r.l 9,455 8,212 8,212Bonds 683 693 693

10,139 8,905 8,905

Interest expenses paid or capitalised during the periodLoan to Midco S.à r.l -8,312 -7,513 -7,513Bonds -5,671 -5,710 -11,608

-13,982 -13,223 -19,121Amortised during the periodLoan to Midco S.à r.l - -7 - Bonds -279 -277 -599

-279 -284 -559

Interest payable on loan to Midco S.à r.l. 5,801 5,042 9,455Interest payable on bonds 652 654 683

Total accrued interest on loans and borrowings 6,452 5,696 10,138

Interest expenses from financial liabilities measured at amortised cost during the period

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Note 11 Non-current and current liabilities (continued)

Trade and other payables comprise accrued audit remuneration.

Note 12 Financial risk management

The Board assessed that trade payables and other current financial liabilities approximate their carrying amounts largely due to the short-

term maturities of these instruments.

Market risk Price/ Interest rate risk Market risk is the potential of suffering losses due to changes in market prices or parameters influencing market prices. It includeschanges concerning illiquidity of sub-markets resulting in the inability of buying/ selling positions of a special size, within a special periodof time or at fair value conditions. Interest rate risk is covered by the structure of the assets and liabilities. Through back to back structuring management consider theinterest cash flow risk to be mitigated.

Sensitivity analysis A reasonable possible change of 100 basis points in the interest rate at the reporting date would not impact the value of assets, liabilityor shareholder equity in a significant way. The back to back structure of assets and liabilities offsets this risk.

Currency risk The Company has no significant currency risk as borrowings and lending contracts are denominated in Euro, the functional andpresentation currency of the Company. The Company is only subject to individual insignificant transactions in foreign currency whichmay arise. Sensitivity analysis A reasonable possible strengthening (weakening) of Euro, US dollar (USD) or Swedish Krona (SEK) against all other currencies as atreporting date would not significantly affect the measurement of the value of assets, liabilities or shareholder equity. The back to backstructure of assets and liabilities offsets this risk.

Financial risk

A Company’s activities expose it to a variety of financial risks:• Market risk, including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk• Credit risk; and • Liquidity risk The company’s overall risk management programme focuses on the structure of the assets and liabilities.Management aims in achieving risk minimisation through the use of a (*back to back”) structure.

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Note 12 Financial risk management (continued)

Credit risk Credit risk is associated with potential losses arising from a business partner’s (counterparty, issuer, other contractual partner) default,i.e. its inability or unwillingness to meet contractual obligations, or the deterioration of its creditworthiness, e.g. changes in the issuercredit rating. The maximum credit risk exposure of the Company in the event of other parties failing to perform their obligations is considered to bethe carrying value of loans to the Company's subsidiary.

Liquidity risk Liquidity risk is the risk that the ability to meet payment obligations cannot be ensured at all times. In economic terms, this is the riskresulting from the Company’s exposure to an increase of liquidity premiums. As presented under Note 8 “Non-current and currentreceivables” and 11 “Non-current and current financial liabilities and other liabilities”, the Board ensures that liquidity risk is minimised bymatching the liquidity and maturity structure of assets and liabilities at all times.

Changes in interest, currency and market prices would not impact the liquidity of the Company at the reporting date, value of assets,liabilities or shareholder equity in any significant way. The back to back structure of assets and liabilities offsets these risks.

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Carrying amounts and fair value

Trade and other receivables

Investments in subsidiaries

Trade and other receivables

Cash and cash equivalents Total

Financial assets not measured at fair value277,325 - 5,938 - 283,263

- - - 235 235- 2,000 - - 2,000

277,325 2,000 5,938 235 285,498

Interest bearing loans and

borrowingsTrade and other

payables TotalFinancial liabilities not measured at fair value

- - - 44 44119,334 - 5,801 - 125,134157,991 - 652 - 158,643277,325 - 6,452 44 283,821

Trade and other receivables

Investments in subsidiaries

Trade and other receivables

Cash and cash equivalents Total

Financial assets not measured at fair value268,990 - 9,856 - 278,846

- - - 128 128- 2,000 - - 2,000

268,990 2,000 9,856 128 280,974

Interest bearing loans and

borrowingsTrade and other

payables TotalFinancial liabilities not measured at fair value

- - - 162 162111,277 - 9,455 - 120,732157,712 - 683 - 158,395268,989 - 10,138 162 279,289

Trade and other payables

The following table shows the carrying amounts of financial instruments. All financial instruments presented are valued atamortized cost through the use of the effective interest rate method. The carrying values of the financial instruments, otherthan bond, are considered to be a good approximation of the fair value of the financial instruments.

30 Jun 2016Non- current assets Current assets

Trade and other receivablesCash and cash equivalentsCorporate securitiesTOTAL

Non- current liabilities Current liabilities

Interest bearing loans and borrowings

Current liabilities

BorrowingsBond issue

Non- current liabilities

Interest bearing loans and borrowings

TOTAL

31 Dec 2015Non- current assets Current assets

Trade and other receivables

Trade and other payablesBorrowingsBond issueTOTAL

Cash and cash equivalentsCorporate securitiesTOTAL

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Note 13 Related parties

Related parties of the Company

Ownership structure

Related party transactions

1000 EUR Q1-Q2 2016 Q1-Q2 2015 2015Loan receivables 277,325 269,347 268,990Loan payables 119,334 111,276 111,277Interest income 10,576 10,298 20,696Interest expenses 4,658 4,350 8,756Accrued interest on loan receivables 5,801 5,042 9,851Accrued interest on loan payables 6,452 5,696 9,455

Note 14 Contingencies and commitments

Note 14 Events after the balance sheet date

The Company’s related parties comprise the following:* Leafy S.à.r.l.* European Directories OpHoldco S.à r.l.* European Directories Midco S.à r.l.* European Directories GP S.à r.l.* Supervisory Board.

European Directories BondCo S.C.A. is a Luxembourg partnership limited by shares with European Directories GP S.à r.l as itsunlimited partner and European Directories Midco S.à r.l., the parent company of the European Directories Group, as its limitedpartner. European Directories Midco S.à r.l. is a holding company and is registered with the Luxembourg register of commerceunder number B 155418. Triton Fund, through Leafy S.á r.l., holds 91.1 % of the shares in European Directories Midco S.à r.l.

European Directories BondCo S.C.A. owns 100 % in European Directories OpHoldco S.à r.l. (see Note 7 "Investments insubsidiaries".)

Key management personnel of the Company consist of the members of the Supervisory Board.

European Directories Midco S.à r.l is a guarantor for the obligations of European Directories BondCo S.C.A. under the bond. Noother Group companies are guarantors. European Directories Midco S.à r.l. and European Directories BondCo S.C.A. haveprovided security for certain assets (certain shares, loan receivables and bank accounts) to secure the obligations of EuropeanDirectories BondCo S.C.A. under the finance documents.

No subsequent events have occurred at the date these interim financial statements were available for issuance that would have amaterial impact on the result or financial position the Company.

There are no commitments in respect of retirement pensions for members of the management and supervisory bodies. There areno advances, loans or commitments given on their behalf by way of guarantee of any kind granted to the members of those bodiesduring the financial period ended 30 June 2016.

The members of the Supervisory Board of the Company are not aware of any significant contingent liabilities as at 30 June 2016.