Roadshow Presentation - Bienvenue sur Solocal … – November 18, 2004 12 Outlook: a more efficient organisation and potential for growth in Directory Assistance z Project of change

Michel DatcharyCEONovember 18, 2004

Presentation

Presentation – November 18, 2004 2

NOTICE

This document contains forward-looking statements. Although PagesJaunes believes its expectations are based on reasonable assumptions, these forward-looking statements are subject to numerous risks and uncertainties. Important factors that could cause actuel results to differ materially from the results anticipated in the forward-looking statements include, among other things: the effect of competition; PagesJaunes usage level; the success of PagesJaunes domestic and international investments.A description of the risks borne by PagesJaunes appears in the “Document de Base” of PagesJaunes S.A. filed with the French financial markets authority (AMF) under the number I. 04-104 on 3 June 2004.The forward-looking statements contained in this document speak only as of the date of this document and PagesJaunes does not undertake to update any forward-looking statement to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.Unless otherwise stated in this presentation, all the accountingfigures are presented on a pro forma consolidated basis (i.e., including PagesJaunes S.A., Kompass France, QDQ Media, MappyS.A., Wanadoo Data and Eurodirectory S.A.); QDQ Media and MappyS.A. are consolidated as from their dates of consolidation by France Telecom and the pro forma financial statements reflect the cash acquisition prices of these entities.


PagesJaunes: a focused Directory company

65%

23%

PagesJaunes in France(92% of 2003 revenues*)

International & Subsidiaries(8% of 2003 revenues*)

5%

4%3%Printed directories QDQ Media

Online directoriesOther

Other activities

2003 revenue: 917 million euros 2003 net profit: 183 million euros2003 operating free cash flow**: 330 million euros

2003 revenue: 917 million euros 2003 net profit: 183 million euros2003 operating free cash flow**: 330 million euros

* Consolidated activities; non-consolidated subsidiaries include: KompassBelgium, PagesJaunes Liban and PagesJaunes Outre-Mer ** defined as EBITDA – Profit- sharing – Capex – Change in working capital


PagesJaunes: a combination of growth and profitabilityHigh operational leverage: more than two third of revenue growth

converted in additional EBITDA***

EBITDA***(in millions of euros)

Revenues*(in millions of euros)

334.2

278.0255.9

167.4146.0

12 months First half

15%

20022001 2003 2004

917.3871.1

807.1

715.2673.1

12 months 9 months**

6.2%

20022001 2003 2004

* Consolidated pro forma figures** On a comparable publication basis*** Earnings before Interest, Taxes, Depreciation and amortisation


PagesJaunes: strongly positioned in the French local advertising market21% market share of the broader local advertising market Number 1 in directories with 93% market shareFragmented competition in directories

Local Press“PQR”

National Press2%

Free Press

Radio

Directories

Outdoor

Internet 17%

6%

21%

14%

13%

23%

4% Bus./cons. magazines

Total Market: €3.8 Bn in 2003

Transaction oriented

Directories

Internet LocalOutdoor

NationalPress

Bus./Cons.Mags

LocalPressRadio

FreePressIncreased Value for

Local Advertisers (SOHOs/SMEs)

National Local

Geographic FocusInfo

orientedC

on

ten

t

Leading Mediain Local Advertising Market

Strongly positioned in thelocal advertising market

Source: France Pub 2003 statistics


Balanced growth of printed and Internet directories through constant innovation

-10%

0%

10%

20%

30%

40%

50%

60%

2002 2003 2004*

Printed directoryOnline directory**Minitel directoryInternet directory

PagesJaunes revenue growthper media (in percentage) Printed directory: +3.6%*

– New pocket-sized edition for mobility usage– Widespread distribution of thenew "compact" format for the Paris PagesJaunes directory book

Online directories: +21.6%*– Much higher monetisation power of increased traffic for the Internet than for Minitel– For a 1 euro decrease in revenues for Minitel, 6.3 euro increase in Internet revenues*

* As of the end of September 2004 (on 9 months) on a comparable publication basis

** Minitel + Internet + Websites


PagesJaunes Internet activities: ‘best-in-class’ amongst European peers

289,900 Internet advertisers

Reach rate* of other European comparable websites (in %)

at the end of September 2004– up 15% compared to September 2003

PagesJaunes.fr audience** up 50% with 36.5 million requests in September 2004

– new website offer (26,000 website created so far)– 2,196 cities with maps – 900 cities available with “local search” service–21 cities covered with photos

Complementary websites: mappy.com, quidonc.fr, etc

pagesjaunes.frSeat (Italy)Yell (UK)

0

5

10

15

20

25

30

35

Sept2003

Dec.2003

March2004

June2004

Sept.2004

36,6%

[…]%

30,9%

16,1%

5,6%

* Source: Nielsen Netratings – “Home & Work” panel – September 2004** Source: CybereStat - Médiamétrie / eStat


Illustration of the "virtuous circle": New advertiser + up-selling = loyalty19% increase in number of new advertisers as of June 2004*Ability to up-sell existing advertisers through a comprehensive offer High customer loyalty with 85% average retention rate in 2003

79%

89%92%

95%

60%

70%

80%

90%

100%

>1,5001,000-1,500

500-1,000

<500

2003 Retention Rate

Average 85%

Largest Customersare More Loyal

2000 2001 2002 2003 2004

Illustrative ARPA Evolution forNew Clients Captured in 2000(€)**

546

+226+131

+245

+219

+ + ARPA (€/year)

* Gross number of new customers** Source: PagesJaunes ; based on new advertisers captured in 2000 in 44 departments


PagesJaunes: over-performing the advertising market in France

PagesJaunes revenue growth vs French market* (in percentage)

-1%0%

1%2%

3%4%5%

6%7%

8%9%

2000 2001 2002 2003

French advertising marketFrench GDPPagesJaunes Revenues**

2.9 million addressable market of SOHOs/SMEs*

PagesJaunes, full editor of the French classified directory since 2000

– Merger of ODA (sales representation) and SNAT (publisher)

Penetration rate of 19% vs25% for the best-in-class in Europe

– Still largely under-penetrated categories of professionals (notably lawyers, doctors, vets, nurses, etc.)

* Source: France Pub, PagesJaunes** excluding Quidonc and sales of online access to databases


International: turnaround in Spain

-20%

-10%

0%

10%

20%

30%

40%

2002 2003 2004*

QDQ revenue growth (in percentage)

-40

-30

-20

-10

0

2002 2003 2004

Full year First half

QDQ EBITDA (in million euros)

* As of the end of September 2004** In the first half of 2004

Revenues up 17.9%* of which +79.7% for qdq.com:

– Launch of a national Directory Assistance 11875 in July 2004

– Launch of Madrid Capital, including a restaurant guide of Madrid

– Launch of a new version of qdq.com website with a more effective search engine and an enriched content in November 2004

EBITDA losses more than halved**:

– Double digit revenue growth

– Bad debt reduction

– 15% cost reduction in the first half


Long term strategy and 2004 key achievements

30.9% reach rate of pagesjaunes.fr*Enrichment of “proximity search” services (900 cities)New website creation offer

IncreaseAudience

Recruitment of 160 new sales men+19% in gross addition of new advertisersDouble digit growth of Internet ARPA

Pursue Operational Excellence

Optimization of editorial costs in France15% reduction in QDQ cost base in SpainCommercial optimization in Spain

DriveRevenueGrowth

* Source: Nielsen Netratings – “Home & Work” panel – September 2004


Outlook: a more efficient organisation and potential for growth in Directory Assistance

Project of change to the organisation:– Spin off of Directory business in France at market value:

• Better visibility on the operational performance of both segments

• Improved management and control of subsidiaries

– No impact on the activity and objectives of the PagesJaunes Group:

• No impact on Group distributive capacity• No impact on the liquidity of the stock• No impact on the acquisition policy

of PagesJaunes

Potential for growth in Directory Assistance:– Market deregulation process to be initiated soon by the French

Authority– Estimated market of 300 million calls per year in France– Commercial launch envisaged mid-2005

100%

100%

100%

100%

100%

100%

100%

100%

PagesJaunes Group SA (formerly

PagesJaunes SA)

PagesJaunes SA

QDQ Media

EurodirectorySA

PagesJaunes Outre-Mer

KompassBelgium

Mappy

WanadooData

KompassFrance

PagesJaunesLiban

100%


Review of objectives

IPO Objectives

QDQ Media EBITDA breakevenby the end of 2006

Distribution to shareholders of profits of operational activities**

Average growth rate of revenues between 4% and 6% per year for 2004, 2005 and 2006

EBITDA* of 400 million euros in 2004 for the PagesJaunes in France segment

* EBITDA before employee profit-sharing – target exclusive of IPO-related costs** Subject to General Meeting of Shareholders approval

Actual for 2004


Why invest in PagesJaunes?

1.Directories: an appealing segment of the media industry

2.Leadership position in the attractive French market

3.Balanced growth of printed and online directories

4.Strong cash-flow generation with focus on shareholders’ remuneration

5.Clear and focused strategy: maintain profitable growth

6.Proven management team

Appendices


A multi-platform offeringA

Complementary Services

Voice Internet Mobile

3288

pp.com

B2CDirectories

WWW.

New media

Printed Minitel

B2BDirectories


2004 First-Half Pro Forma ResultsConsolidated P&LA

8.9%81.688.9

(2.9)(2.9)

8.6%84.591.8

nm0.60.6

26.9%(10.1)(12.8)

5.2%(56.6)(59.5)

nm0.5(4.4)

-46.2%10.55.7

33.4%37.3%

16.2%139.6162.3

-20.1%(6.4)(5.1)

34.9%38.4%

14.6%146.0167.4

31.9%(0.6)(0.8)

24.2%(24.3)(30.3)

2.9%(136.9)(140.8)

-12.7%(110.2)(96.1)

4.2%418.0435.4

3.5%35.436.7

4.2%382.6398.7

2004/2003change

20032004PagesJaunes Group

Periods ending on 30 JuneIn millions of euros

---

-

Consolidated net income of the Group

Minority interest

Goodwill amortisation

Income before goodwill amortisation and minority interest

Share in net income of companies accounted for using equity method

Employee profit-sharing

Corporate income tax

Other non-operating income (expenses), net

Financial income, net

As a % of revenues

Operating Income

Depreciation and amortisation (excluding goodwill)

As a % of revenues

EBITDA (Earnings before interest, tax, depreciation and amort.)

Research and development costs

Administrative costs

Commercial costs

Cost of services and products sold

Revenues

International & Subsidiaries

PagesJaunes in France


2004 First-Half Pro Forma Results PagesJaunes in FranceA

8.4%

4.2%

-8.0%

4.8%

34.6%

31.9%

7.6%

-23.6%

-51.3%

-8.5%

-39.7%

5.2%

-8.9%

57.0%

20.9%

0.0%

0.6%

0.4%

157.3

382.6

(92.1)

(111.5)

(16.8)

(0.6)

161.6

42.2%

(4.3)

41.1%

11.5

4.2

15.7

10.8

47.3

43.6

101.6

51.1

214.1

265.2

170.5

398.7

(84.8)

(116.8)

(22.6)

(0.8)

173.8

43.6%

(3.2)

42.8%

5.6

3.9

9.5

11.3

43.1

68.5

122.8

51.1

215.3

266.4

2004/2003change20032004

Periods ending on 30 JuneIn millions of euros

Operating Income

Revenues

Cost of services and products sold

Commercial costs

Administrative costs

Research and development costs

EBITDA (Earnings before interest, tax, depreciation and amort.)

As a % of revenues

Depreciation and amortisation (excluding goodwill)

As a % of revenues

Other (y/c PagesPro, online access to databases, Europages)

QuiDonc

Other businesses

Websites

Minitel

Internet

Online services

l’Annuaire

The PagesJaunes directory

Printed directories

PagesJaunes in France


2004 First-Half Pro Forma ResultsInternational & SubsidiariesA

2004/2003change20032004International & Subsidiaries

Periods ending on 30 June

-49.8%-22.5%As a % of revenues

-13.1%(2.1)(1.9)Depreciation and amortisation (excluding goodwill)

-53.3%(17.7)(8.3)Operating Income

1.3%(7.6)(7.7)Administrative costs

---Research and development costs

-58.8%(15.5)(6.4)EBITDA (Earnings before interest, tax, depreciation and amortisation)

-36.8%(18.0)(11.4)Cost of services and products sold

3.5%35.436.7Revenues

-5.4%(25.4)(24.0)Commercial costs

-43.8%-17.4%As a % of revenues

4.6%1.21.2Mappy (ex-Wanadoo Maps)

-1.2%5.25.1Wanadoo Data

0.9%12.112.2Kompass France

0.6%18.418.5Other subsidiaries

6.6%17.018.1QDQ Media

In millions of euros


2004 First-Half Pro Forma ResultsCash Flow StatementA

380.4470.0Cash and cash equivalents at the end of period

- (0.3)Effect of changes in exchange rates on cash and cash equivalents

498.1461.1Cash and cash equivalents at the beginning of period

(117.4)9.0Net increase (decrease) in cash and cash equivalents

(258.2)(195.5)Cash used in financing activities

157.2199.2Net cash from operations

20032004

Periods ending on 30 June


(16.4)5.3Cash used in investing activities


2004 First 9 months FiguresPro forma revenuesA

Change 2004/200320032004

Periods ending on 30 September

7.2%

8.8%

7.3%715.1

53.1

Revenues of the PagesJaunes in France segment

Others (including PagesPro, sale of database access, Europages)

QuiDonc

Other businesses

Websites

Minitel

Internet

Online services

L’Annuaire

The PagesJaunes directory

-39.0%

-9.7%

-33.7%

9.6%

-8.5%

55.1%

21.6%

1.8%

6.0%

5.2%

617.7

27.5

6.2

33.6

15.7

70.3

68.7

154.7

82.4

347.0

429.4

662.1

16.7

5.6

22.3

17.2

64.3

106.5

188.0

83.9

367.8

451.8Printed directories

48.8Revenues of the International & Subsidiaries segment

6.3%1.82.0Mappy (formerly Wanadoo Maps)

-0.3%7.87.8Wanadoo Data

2.1%17.918.3Kompass France

1.7%27.528.0Other subsidiaries

17.9%21.325.1QDQ Media

Consolidated revenues 666.5



Group structure as of November 18, 2004 A

QDQ Media B2C directories in Spain

PagesJaunes Outre-Mer*B2C directories

Wanadoo DataDirect marketing

Editus LuxembourgB2C directories

100%

100%

100%

100%

100%

49%

MappyGeographic services

PagesJaunes SA

Kompass France B2B directories

100%

Kompass Belgium* B2B directories

100%

PagesJaunes Liban* B2C directories

100%

Eurodirectory

* Non-consolidated subsidiaries


Ownership as of November 18, 2004A

1,7%

62,0%

36,3%France Telecom

Public

Employees

278,789,610 outstanding shares


GlossaryA

Publication basis: the publication basis for the printed directories in the first 9 months of 2003 is not comparable to that for the first 9 months of 2004. The directories for the Indre and Seine et Marne départements, which were published in September 2003, have been published in October 2004. The directories for the Yvelines and Maine et Loire départements, which were published in October and November 2003 respectively, were published in September 2004. In Spain, the Barcelona directory, which was published in the first half of 2003, has been distributed in September 2004.

EBITDA: Earnings before interest, tax, depreciation and amortisation

Pro forma figures: the consolidated pro forma figures reflect the consolidation of QDQ Media and Mappy effective the date they became part of France Télécom. The pro forma figures also reflect the transaction prices of QDQ Media and Mappy, which were applied to company cash assets at 117 million euros. These figures do not include income from certain company business activities that are not considered significant due to their size or area of business (PagesJaunesOutre-Mer, PagesJaunes Liban and Kompass Belgium).

ARPA: average revenue per advertiser; calculated by dividing the company advertising sales figure (not including QuiDonc and online access to databases) by the total number of advertisers.


ContactA

Investor RelationsVincent Gouley+33 1 46 23 40 [email protected]://www.bienvenue.pagesjaunes.fr

Documents

Roadshow Presentation - Bienvenue sur Solocal … – November 18, 2004 12 Outlook: a more efficient organisation and potential for growth in Directory Assistance z Project of change