European Directories Group, European Directories …...European Directories Group, European Directories Midco S.à r.l and European Directories BondCo S.C.A Q1 Interim report January-March

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

European Directories BondCo S.C.A Q1 Interim report January-March 2015

29 May 2015

http://www.europeandirectories.com/

Interim report

January-March 2015 (Comparative 2014 numbers in brackets)

Financial Summary

January-March 2015

- Group revenues are EUR 71m (EUR 78m)

- EBITDA is EUR 7m (EUR 14m), loss for the period after taxes is EUR -7m (EUR -4m)

- Net cash from operating activities is EUR 5m (EUR 3m)

- Net debt excluding shareholder loans is EUR 73m (EUR 103m)

Key events during the first quarter

- In January 2015, Group divested its shareholding in HB Förlaget 1, a Swedish partnership.- In February 2015, Group divested through Herold Business Data GmbH, its business unit

“secondary entries” for an amount of EUR 10m.- In March 2015, Group acquired, through Herold Business Data GmbH, 51% of shares in Dogado

GmbH, a webhosting and SaaS service provider in Germany, for an amount of EUR 2m.

Events after the end of the period

There are no material events after the end of the period.

2


Report of the Board of Directors

January-March 2015

Group revenues for the first quarter totalled EUR 71m, a EUR 7m or 9% decline compared to previous

year. This decline is mainly due to the structural decline of traditional print revenues. Revenue in the

Netherlands (DTG) is positively impacted by c. EUR 1m caused by a change in contract terms.

Product groups: New media is mainly consisting of web presence and marketing services, Profile services are mainly internet yellow pages

(IYP), Consumer services (only in Finland) are directory assistance and sms data information services, Print is traditional printed directories

and Other consists of mixed revenue streams.

Profile services revenues declined as expected and new media revenues, mainly website and

marketing services totalling EUR 17m represented 24% of the total revenue of the Group, an increase of 2 percentage points.

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The share of online products in the Group’s product portfolio totalled 60% - remaining at the same

level with the previous year.

Print revenues totalled EUR 10m, a decline of 26%. Print revenues represented 14% of total revenues,

showing a decrease of 3 percentage points. Consumer services consisting of directory assistance and

SMS data information services were at last year’s level and totalled EUR 17m, representing 23% of

total revenues. Consumer services are provided only by Fonecta in Finland.

In addition to the structural decline in traditional print, the transition to online and digital services is

impacted by a challenging economic environment in all key markets.

Within the online segment the growth of new media services is still promising and supports the

management’s view to continue investing in this segment.

Group EBITDA for the quarter amounted to EUR 7m (EUR 14m). EBITDA margin was 10% (18%) The

Group continues to take actions to lower the fixed cost base, to slow down the decline in traditional

revenues and to accelerate the transition to an online and digital product portfolio. Total fixed or

indirect costs were at the same level as during the previous year. Overall EBITDA is positively impacted

by c. EUR 1m due to a change in contract terms in the Netherlands. This change has no cash impact.

Cash flow before financing activities was EUR 13m (EUR -2m). Despite lower operating results, net

cash from operating activities increased by EUR 2m to EUR 5m due to lower working capital outflows

and lower interest payments. Net cash used in investing activities was positive EUR 8m (EUR -5m)

mainly from the divestment of business unit “secondary entries” and divestment of the Swedish

partnership.

The liquidity position of the Group at the end of the quarter is EUR 64m. Net-interest bearing debt at

31 March 2015 is EUR 73m, 1.0x EBITDA (LTM), excluding subordinated shareholder loans. (Compared

to EUR 103m at the end of the first quarter of 2014)

Hannu Syrjänen, Chairman of the Board

European Directories Midco S.à r.l.

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Other Information

About European Directories Group

European Directories Group is an online partner for SMEs offering local search and lead generation

with a scalable business model. The Group operates through three main brands: Fonecta in Finland,

Herold in Austria and DTG in the Netherlands. At the end of the March the total headcount of the

Group was 1 902 (FTE), an increase of 11 (FTE) compared to end of March 2014.

The Parent company of the Group is European Directories Midco S.à r.l. in Luxembourg. European

Directories BondCo S.C.A., a subsidiary of European Directories Midco S.à r.l., issued senior secured

callable floating rate bonds in the amount of EUR 160m in December 2013 which were listed in

December 2014 at Nasdaq Stockholm.

For further information, please contact:

Group CFO Germon Knoop

e-mail: [email protected]

The interim report for January-March 2015 has been prepared in accordance with International Accounting Standard (IAS) 34, Interim Financial Reporting, as adopted by the EU. The information presented in this interim report has not been audited.

Publication of interim reports in 2015:

- January-June on 31 August 2015

- January-September on 30 November 2015

Interim reports will be released on the European Directories Group web site:

www.europeandirectories.com/investors.

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http://www.europeandirectories.com/investors

Legal structure

CONTACT INFORMATION

Head quarter of European Directories Group: Herikerbergweg 88 Postbus 77863 1070 LL Amsterdam The Netherlands

European Directories BondCo S.C.A.: 46A, Avenue J.F. Kennedy L-1855 Luxembourg The Grand Duchy of Luxembourg

6


1000 EUR NoteQ1

2015Q1

2014 2014 LTM

Revenues 4 70 639 77 799 318 166 311 006Other income 505 429 4 134 4 210Cost of consumables -14 823 -15 569 -62 069 -61 323Personnel expenses -33 659 -34 822 -130 883 -129 720Other operating expenses -15 259 -13 583 -49 875 -51 551EBITDA*) 4 7 403 14 254 79 473 72 622Gain/(loss) from sale of subsidiaries -343 144 1 646 1 159Depreciation, amortisation and impairment charges 4 -7 906 -12 699 -255 449 -250 656Operating loss 4 -846 1 699 -174 330 -176 875Finance income 69 57 1 758 1 770Finance expense -6 438 -6 563 -26 363 -26 238Finance costs - net -6 369 -6 506 -24 605 -24 468

Loss before income tax -7 215 -4 807 -198 935 -201 343

Income taxes -71 680 12 436 11 685

Loss for the period -7 286 -4 127 -186 499 -189 658

Attributable to:Owners of the parent -7 301 -4 158 -186 624 -189 767Non-controlling interests 15 31 125 109

-7 286 -4 127 -186 499 -189 658

Condensed consolidated income statement

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

7

1000 EURQ1

2015Q1

2014 2014 LTM


Other comprehensive income y p qperiods

Exchange differences on translating foreign operations 182 5 -110 67182 5 -110 67

Items that will not be reclassified to profit or loss in subsequent periods

Actuarial gains/losses on defined benefit plans -21 - -30 118 -30 139

Tax on actuarial gains/losses on defined benefit plans 5 - 12 17-16 - -30 106 -30 122

Other comprehensive income for the period, net of tax 166 5 -30 216 -30 055

Total comprehensive income for the year -7 120 -4 122 -216 715 -219 713

Total comprehensive income attributable to Owners of the parent -7 135 -4 153 -216 840 -219 822Non-controlling interests 15 31 125 109Total comprehensive income for the year -7 120 -4 122 -216 715 -219 713

Condensed consolidated statement of comprehensive income

8

1000 EUR NoteMar 31

2015Mar 31

2014Dec 31

2014

ASSETSNon-current assetsGoodwill 6,7 210 500 352 241 208 177Other intangible assets 7 102 524 195 359 119 641Investment property - 2 748 -Property, plant and equipment 8 5 733 6 041 5 660Investments in associates 434 1 163 434Available-for-sale financial assets 1 678 7 1 655Other financial assets 35 -Loan receivables from related parties 1 560 992 1 511Deferred tax assets 4 300 5 673 4 662Total non-current assets 326 764 564 224 341 740

Current assetsInventories 683 524 724Trade and other receivables 57 697 63 335 64 624Cash and cash equivalents (excluding bank overdrafts) 9 105 842 94 773 92 308Assets held-for-sale 6 - - 1 051Total current assets 164 222 158 632 158 707

Total assets 490 986 722 856 500 447

EQUITYEquity attributable to owners of the parentShare capital 100 100 100Share premium 16 449 16 449 16 449Other reserves 10 10 10Retained earnings -76 018 151 993 -60 694Total -59 459 168 552 -44 135Non-controlling interests 1 399 469 429Total equity -58 060 169 021 -43 706

LIABILITIESNon-current liabilitiesBond 10 137 221 156 795 137 051Shareholder loan and accrued interest 10 122 151 107 692 118 215Other non-current financial liabilities 8 282 - -Deferred tax liabilities 48 731 61 592 49 309Pension obligations 29 744 7 816 29 668Total non-current liabilities 346 129 333 895 334 243

Current liabilitiesTrade payables 13 526 14 594 12 299Deferred revenues 71 987 81 663 75 928Provisions 11 32 330 24 049 32 844Other current liabilities 42 988 58 239 47 295Bank overdrafts 9 42 086 41 395 41 544Total current liabilities 202 917 219 940 209 910

Total liabilities 549 046 553 835 544 153

Total equity and liabilities 490 986 722 856 500 447

Condensed consolidated balance sheet

9

Share capital

Share premium

Other reserves

Translation reserve

Retained earnings

Owners of the parent

Non-controlling

interests

Total equity

1000 EURTotal equity 31 December 2014 100 16 449 10 - -60 694 -44 135 429 -43 706Loss for the period - - - - -7 301 -7 301 15 -7 286Other comprehensive income - - - - 166 166 - 166Total comprehensive income for the period - - - - -7 135 -7 135 15 -7 120

Put option arising on business combination - - - - -8 189 -8 189 - -8 189Non-controlling interest arising on business combination - - - - - - 955 955Total equity 31 March 2015 100 16 449 10 - -76 018 -59 459 1 399 -58 060

Total equity 31 December 2013 100 16 449 10 210 155 371 172 140 439 172 579Loss for the period - - - 565 -4 158 -3 593 31 -3 562Other comprehensive income - - - -775 780 5 - 5Total comprehensive income for the period - - - -210 -3 378 -3 588 31 -3 557Total equity 31 March 2014 100 16 449 10 - 151 993 168 552 469 169 021

Condensed consolidated statement of changes in total equity

10

Q12015

Q12014 2014 LTM

-7 286 -4 127 -186 499 -189 658

71 -680 -12 436 -11 6856 369 6 506 24 605 24 4687 906 12 699 255 449 250 656

343 -144 -1 646 (1 159)- - -2 843 -2 843

1 540 2 -8 1 53053 117 308 244

-2 443 -2 928 -11 734 -11 2492 25 73 50

31 130 -35 -134

6 586 11 600 65 234 60 220-1 283 -8 570 -27 410 -20 123

5 303 3 030 37 824 40 097

- -993 -8 001 -7 008Purchases of associated companies - - -288 -288Purchases of available-for-sale investments -27 -200 -1 333 -1 160

-2 976 -2 979 -16 142 -16 1391 038 -657 2 803 4 498

10 000 1 11 10 0108 035 -4 828 -22 950 -10 087

13 338 -1 798 14 874 30 010

- 3 000 3 000 -- - -18 792 -18 792

-298 - - -- -1 678 -1 678 0- - -135 -135

-48 - -359 -407-346 1 322 -17 964 -19 334

12 992 -476 -3 090 10 676

50 764 53 854 53 854 53 378- - - -

63 756 53 378 50 764 64 054

1000 EUR

Condensed consolidated cash flow statement

Cash flow from operating activities

Adjustment for post-employment benefits

Interest receivedGains/losses from sale of fixed assets

Loss for the period Adjustments for:Income tax expensesFinance costs - netDepreciation, amortisation and impairment chargesGain/(loss) from sale of subsidiaries

Interest paid

Cash flow from financing activitiesProceeds from long-term liabilitiesPayments of long-term liabilities

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

Realised foreign exchange gains and losses and other financial items Taxes paid

Operating cash flow before movements in working capitalNet change in working capital

Net cash from operating activities

Cash flow from investing activities

Purchases of intangible assets and property, plant and equipmentSales of subsidiaries and businesses, net of cash

Acquisitions of subsidiaries and businesses, net of cash acquired

Net cash used in financing activities

Net cash used in investing activities

Cash flow before financing activities

Loans granted to related partiesDividends paid to non-controlling interestsRefinancing costs paid

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 periodForeign exchange differences in cash and cash equivalents

Payments of short-term liabilities

11

Notes to the condensed consolidated interim financial statements

1. Basis of preparation

2. Accounting policies

3. 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 condensed interim financial report should be read in conjunction with theconsolidated financial statements for the year ended 31 December 2014.

All figures in the consolidated interim financial statements have been rounded and consequently the sum of individual figures may deviatefrom the sum presented.

The same accounting policies have been followed in these condensed interim financial statements as were applied in the preparation ofthe consolidated financial statements for the year ended 31 December 2014.

The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect thereported 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 accountingpolicies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as atand for the year ended 31 December 2014.

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Revenues by segment

1000 EURQ1

2015Q1

2014 2014 LTM

Fonecta 36 066 38 839 157 276 154 503

DTG 18 728 21 954 80 981 77 755

Herold 15 845 16 672 79 576 78 749

Other - 334 333 -1Total 70 639 77 799 318 166 311 006

Operating loss by segment

1000 EUR Q1

2015Q1

2014 2014 LTM

Fonecta 3 863 4 460 -41 326 -41 923

DTG 1 797 2 308 -39 553 -40 064

Herold -5 150 -3 165 -81 654 -83 639

Other -1 356 -1 904 -11 797 -11 249Total -846 1 699 -174 330 -176 875

EBITDA by segment

1000 EUR Q1

2015Q1

2014 2014 LTM

Fonecta 7 436 9 702 43 803 41 537

DTG 3 047 4 792 26 062 24 317

Herold -2 071 1 091 17 597 14 435

Other -1 009 -1 331 -7 989 -7 667

Total 7 403 14 254 79 473 72 622

The Board of Directors is the group's main strategic decision making body. Management has determined the operating segments basedon 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).

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

4. Segment information

- Fonecta reporting segment consists of print, consumer services, profile services, new media and other online product lines in Finland.- DTG reporting segment consists of print, profile services, new media and other online product lines in the Netherlands.- Herold reporting segment consists of print, profile services, new media and other online product lines in Austria- "Other" is not a reporting segment, but consists of corporate headquarters costs and Polish business, which was divested in Q1 2014

13

Depreciation, amortisation and impairment charges by segment

1000 EURQ1

2015Q1

2014 2014 LTM

Fonecta 3 573 5 242 85 129 83 460

DTG 1 250 4 256 67 115 64 109

Herold 3 080 2 484 99 251 99 847

Other 3 717 3 954 3 240Total 7 906 12 699 255 449 250 656

Capital expenditure by segment

1000 EURQ1

2015Q1

2014 2014 LTM

Fonecta 944 1 015 4 763 4 692

DTG 1 561 1 363 6 147 6 345

Herold 471 547 5 093 5 017

Other - 54 139 85Total 2 976 2 979 16 142 16 139

Assets by segments

1000 EURMar 31

2015Mar 31

2014Dec 31

2014

Fonecta 277 443 340 212 247 841

DTG 104 040 354 015 102 024

Herold 93 906 179 657 95 932

Other 9 702 -157 693 48 477Total 485 091 716 191 494 274

Unallocated

Deferred tax assets 4 300 5 673 4 662

Loan receivables 1 560 992 1 511

Other financial assets 35 - -

Total assets in the balance sheet 490 986 722 856 500 447

Liabilities by segments

1000 EURMar 31

2015Mar 31

2014Dec 31

2014

Fonecta 439 419 524 808 62 279

DTG 315 453 282 100 96 669

Herold 190 538 198 343 42 900

Other -712 749 -777 495 37 730Total 232 661 227 756 239 578

UnallocatedDeferred tax liability 48 731 61 592 49 309Interest-bearing liabilities 267 654 264 487 255 266Total liabilities in the balance sheet 549 046 553 835 544 153

Depreciation, amortisation and impairment charges in 2014 includes EUR 201m impairment loss relating to intangible assets.

14

1000 EUR

Mar 31 2015

Mar 31 2014

Dec 31 2014

Bond 145 040 156 795 146 400

Shareholder loan and accrued interest (Preferred Equity Certificates) 115 993 104 205 112 115

Other non-current financial liabilities 8 282 - -

Total 269 315 261 000 258 515

Loans and receivables

Available-for-sale

Cash and cash

equivalents Total

57 697 - - 57 697- - 105 842 105 842- 1 678 - 1 678

35 - - 3557 732 1 678 105 842 165 252

1000 EUR

Interest-bearing

liabilitiesBank

overdrafts

Trade and other

payables Total

137 221 - - 137 221

122 151 - 122 151

Other non-current financial liabilities 8 282 8 282Trade payables - - 13 526 13 526

Other current liabilities - - 42 988 42 988

- 42 086 - 42 086Total 267 654 42 086 56 514 366 254

Shareholder loan

Bank overdrafts

31 Mar 2015

31 Mar 2015

Trade and other receivables

Cash and cash equivalents

Other financial assets

Assets as per balance sheet1000 EUR

Available-for-sale financial assets

Total

Liabilities as per balance sheet

Bond

Financial Instruments by category

The fair value of the following financial assets and liabilities approximate their carrying amount:

- Trade and other receivables- Other financial assets- Cash and cash equivalents (excluding bank overdrafts)- Trade payables- Other current liabilities

5. Financial risk management

The Group has not made any significant changes in policies regarding risk management during the period. Aspects of the Group's financialrisk management objectives and policies are consistent with those disclosed in the consolidated financial statements for the year ended 31December 2014.

Fair value of financial assets and liabilities measured at amortised cost

The fair value of non-current interest-bearing liabilities are as follows:

15

1000 EURLoans and

receivablesAvailable-

for-sale

Cash and cash

equivalents Total

63 335 - - 63 335

- - 94 773 94 773

Available-for-sale financial assets - 7 - 7

- - - 0Total 63 335 7 94 773 158 115

1000 EUR

Interest-bearing

liabilitiesBank

overdrafts

Trade and other

payables Total

156 795 - - 156 795

107 692 - - 107 692

Trade payables - - 14 594 14 594

Other current liabilities - - 58 239 58 239

- 41 395 - 41 395Total 264 487 41 395 72 833 378 715

31 Mar 2014

Assets as per balance sheet


Cash and cash equivalents

Other financial assets

31 Mar 2014

Liabilities as per balance sheet

Bond

Shareholder loan

Bank overdrafts

16

Consideration transferred

2 000

Total consideration transferred 2 000

-2 000

Net cash outflow from acquisition 0

1000 EUR

1 137

2 276

-582

-882

Total identifiable net assets 1 949

Non-controlling interest -955Goodwill 1 006

Total consideration 2 000

6. Acquisitions, disposals and assets held for sale

Acquisitions

On 10 March 2015, Group acquired 51% of the shares and votes in Dogado GmbH. As a result European Directories gained control in the company. The acquisition allows the Group to enter the webhosting and SaaS (Software-as-a-service) sector. In addition the Group will through its existing sales force in Austria (but also increasingly in Germany) be an important customer and sales channel for Dogado's products and solutions.

Cash

Cash in the acquired company

Recognised amounts of identifiable assets acquired and liabilities assumed

Fair value recognised on

acquisition

Non-current assets

Current assets

Non-current liabilities

Current liabilities

The fair value of non-current assets is including acquired identifiable intangible assets of EUR 891.

The Group has recognised a financial liability for a put option relating to the acquisition of non-controlling interest in Dogado GmbH. The put option entitles the non-controlling interest of Dogado GmbH to sell their shares to the Group during 2018-2019. The financial liability with nominal value of EUR 10,000 has been discounted and recorded at its net present value of EUR 8,188.

17

Consideration transferred

5 317

Contingent consideration 750

Total consideration transferred 6 067

1000 EUR

5 149 -1 710 3 439

722 -34 688

-1 265 427 -838

-734 0 -734

Total identifiable net assets 3 872 -1 317 2 555

Goodwill 2 195 1 317 3 512

Total consideration 6 067 0 6 067

Disposals during Q1 2014

DisposalsDisposals during Q1 2015

Cash

Provisional fair value

recognised on acquisition

Non-current assets

Current assets


Current liabilities

Acquisitions in 2014

The remaining Polish operations, ClearSense S.A, was disposed of in Q1 2014. The sale resulted in a minor gain in the Group.

During January 2015 the Group sold its Swedish partnership, HB Förlaget 1 Ab. The company owns a property in Halmstad,Sweden, which was classified as an investment property in the Group. The entity was reclassified as assets held-for-sale and itsassets and liabilities were presented as held for sale as of 31 Dec 2014.

Recognised amounts of identifiable assets acquired and liabilities assumed

In July 2014, Group acquired 100% of the shares and votes in Klantenvertellen Media Group. As a result European Directoriesgained control in Klantenvertellen Media Group. The acquisition allows the Group to extend its added value services offering toits SME customer base. The goodwill of c. EUR 3.5m arising from the acquisition is attributable to company's current customerbase and market position.

Adjustment in Q1 2015

Fair value recognised on

acquisition

The fair value of non-current assets is including acquired identifiable intangible assets of EUR 3.420. The fair values of the acquired net assets were measured on a provisional basis in 2014 and the final valuation was received in Q1 2015, which resulted in adjustment to the amount goodwill of EUR 1,317.

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1000 EURMar 31

2015Mar 31

2014Dec 31

2014

Opening balance 327 818 556 109 556 109

Acquisitions 1 504 992 8 828

Capital expenditures 2 526 2 565 14 058

Disposals -11 540 -73 -73

Amortisation -7 284 -11 993 -46 900

Impairments - - -204 253

Translation differences and other adjustments - - 49

Closing balance 313 024 547 600 327 818

Goodwill included in closing balance 210 500 352 241 208 177

Change in goodwill during the period due to impairments - - -145 629

1000 EURMar 31

2015Mar 31

2014Dec 31

2014

Cost

Balance at the beginning of period 448 540 445 982 445 982

Acquisition through business combination *) 2 323 993 2 558

Balance at end of period 450 863 446 975 448 540

Impairment losses

Balance at the beginning of period -240 363 -94 734 -94 734

Impairment loss - - -145 629

Balance at end of period -240 363 -94 734 -240 363

Carrying amounts

Balance at the beginning of period 208 177 351 248 351 248

Balance at end of period 210 500 352 241 208 177

1000 EURMar 31

2015Mar 31

2014Dec 31

2014

Opening balance 5 660 6 358 6 358

Acquisitions 245 - 19

Capital expenditures 450 415 2 052

Disposals - -49 -59

Depreciation, amortisation and impairment -622 -683 -2 706

Translation differences and other adjustments - - -4

Closing balance 5 733 6 041 5 660

8. Changes in property, plant and equipment

7. Changes in intangible assets

In 2014 EUR 39.8m of the total impairment loss was allocated to brands, EUR 15.3m to customer relationships and EUR 145.6m togoodwill. In 2014 also an impairment of EUR 3.5m was recognised in other intangible assets.

Reconciliation of carrying amount of goodwill

*) Acquisitions in Q1 2015 (EUR 2,323) includes adjustment of EUR 1,317 relating to acquisitions made in 2014.

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1000 EURMar 31

2015Mar 31

2014Dec 31

2014

Cash at bank and in hand 105 379 94 315 91 845Short-term bank deposits 463 458 463

Cash and cash equivalents (excluding bank overdrafts) 105 842 94 773 92 308

1000 EURMar 31

2015Mar 31

2014Dec 31

2014

Cash and cash equivalents 105 842 94 773 92 308Bank overdrafts -42 086 -41 395 -41 544

Cash and cash equivalents 63 756 53 378 50 764

137 221 156 795 137 051

122 151 107 692 118 2158 282 - -

267 654 264 487 255 266

9. Cash and cash equivalents

Interest-bearing debt

1000 EUR Carrying amount Mar 31

2015

Carrying amount Mar 31

2014

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

10. Interest-bearing liabilities

Bonds

Shareholder loan and accrued interest

Carrying amount Dec 31

2014

Total Other non-current financial liabilities

In 2014 Fonecta purchased 20.6m bonds from the market with the market value of EUR 0.9123 per EUR 1 nominal. The amortised cost ofthe bond as of 31 Dec 2014 was EUR 157m. The purchase resulted in reduction of the carrying value of the bonds and in gain of c. EUR1.5m, which was recognised in other financial income.

The Group has recognised a financial liability for a put option relating to the acquisition of non-controlling interest in Dogado GmbH. The putoption entitles the non-controlling interest of Dogado GmbH to sell their shares to the Group during 2018-2019. The financial liability withnominal value of EUR 10,000 has been discounted and recorded at its net present value of EUR 8,188 as of 31 March 2015.

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11. Other provisions

Other provisions

1000 EUR Mar 31 2015

Mar 31 2014

Dec 31 2014

Mar 31 2015

Mar 31 2014

Dec 31 2014

Opening balance 24 447 15 000 15 000 8 397 10 014 10 014Increase in the provisions - - 567 250 - 3 006

Provisions used - - - -764 -850 -4 153

Unused provisions reversed -354

Disposals - - - - -115 -115Other *) 8 880 -

Closing balance 24 447 15 000 24 447 7 883 9 049 8 398

Current provisions 24 447 15 000 24 447 7 883 9 049 8 398

Mar 31 2015

Mar 31 2014

Dec 31 2014

Due within a year 8 905 9 567 9 502

Due after one year and within five years 17 628 14 686 19 331

Due after five years 3 876 6 851 4 344

Total 30 409 31 104 33 177

13. Contingent liabilities

Guarantees

European Directories Midco S.à.r.l is a guarantor for the obligations of European Directories BondCo S.C.A. under the bond (see note 10).No other Group companies are guarantors. European Directories Midco S.à.r.l. and European Directories BondCo S.C.A. have providedsecurity for certain assets (loan receivables and accounts) to secure the obligations of European Directories BondCo S.C.A. under thefinance documents.

12. Operating lease commitments

1000 EUR

Tax provisions

*) The group reclassified c. EUR 8.9m of tax provisions from other current liabilities to provisions in 2014. The reclassification has been presented as other movements in 2014.

21

No new legal actions and official proceedings were commenced against Group companies during the period.

The Board of Managers received the following benefits:1000 EUR Q1 2015 Q1 2014 2014Short-term benefits 181 177 744

1000 EUR Q1 2015 Q1 2014 2014

Interest on loan receivables 1 - 1

Purchases 75 300 521Long-term interest-bearing loan receivables 1 560 992 1 511

There are no material events after the reporting period.

16. Events after the reporting period

Transactions with related parties

Managers’ remuneration

15. Related party transactions

Related parties are described in the annual financial statements as of the year ended 31 December 2014. No material changes haveoccurred during the period.

Group companies

The Board of Managers are considered as key personnel who have authority and responsibility for planning, directing and controlling theactivities of the European Directories Group. For the purpose of determining related parties under IAS 24, local management is notconsidered as key personnel.

14. Legal actions and official proceedings

22

European Directories Midco S.à r. l.

Interim financial statements for the period of1 January to 31 March 2015

R.C.S Luxembourg B 15541846A avenue J.F. KennedyL-1855 LuxembourgSubscribed capital: EUR 100,000

European Directories Midco S.à.r.l.Interim financial statements for the period of 1 January to 31 March 2015

Table of contents

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

European Directories Midco S.à r.l.,Interim Financial Statements for the period

ended 31 March 2015

The notes on page 6 to 15 form an integral part of these interim financial statements2

Interim financial statements are unaudited

1000 EUR NoteQ1

2015Q1

2014

2014 LTM

Board fees 3 -181 -177 -743 -747Other expenses 4 -83 -90 -394 -387Operating loss -264 -267 -1 137 -1 134

Finance income 8 2 159 1 870 8 185 8 474Finance costs 10 -3 952 -3 488 -13 771 -14 235Net finance costs -1 793 -1 618 -5 586 -5 761

Loss before income tax -2 057 -1 885 -6 723 -6 895

Income tax 5 - - -5 -5Loss for the period -2 057 -1 885 -6 728 -6 900

Total comprehensive income -2 057 -1 885 -6 728 -6 900

Interim statement of profit and loss and other comprehensive income


ended 31 March 2015


Interim balance sheet Interim financial statements are unaudited

1000 EUR Note(s)Mar 31

2015Mar 31

201431 Dec

2014 ASSETS

Non-current assets

Investments in subsidiaries 6 2 043 2 043 2 043Available-for-sale financial assets 7 1 160 - 1 133Loan receivables 8 111 938 103 314 104 377Total non-current assets 115 141 105 357 107 554

Current assets

Accrued interest and other receivables 8 2 937 2 470 8 295Cash and cash equivalents 8 5 37Total current assets 2 945 2 475 8 332

Total assets 118 086 107 832 115 886

EQUITY

Equity attributable to owners of the parent

Share capital 100 100 100Share premium 16 449 16 449 16 449Other reserves 10 10 10Loss brought forward -32 256 -25 527 -25 527Loss of the year -2 057 -1 885 -6 728Total equity 9 -17 754 -10 853 -15 697

LIABILITIES


Shareholder loan and accrued interests 10 (a) 122 151 107 692 118 215Other financial liabilites 10 (a) 1 130 - 1 130Total non-current liabilities 123 281 107 692 119 345

Current liabilities

Accrued interest 10 (a) 24 - 10Trade and other payables 10 (b) 12 535 10 993 12 227Total current liabilities 12 559 10 993 12 237




ended 31 March 2015



1000 EUR Q1 2015 Q1 2014 2014 LTM



Adjustments for:Income tax expenses - - 5 5Finance costs - net 1 793 1 618 5 586 5 761

Operating loss -264 -267 -1 137 -1 134

Realised foreign exchange gains and losses and other finance items -3 - -5 -8Taxes paid - - -8 -8

Operating cash flow before movements in working capital

-267 -267 -1 150 -1 150

Net change in working capital -11 14 153 128Net cash from operating activities -278 -253 -998 -1 023

Cash flow from investing activitiesAcquisitions of subsidiaries and businesses, net of cash acquired - - - -Purchases of available-for-sale investments -27 - -1 133 -1 160

Net cash used in investing activities -27 - -1 133 -1 160

Cash flow before financing activities -305 -253 -2 130 -2 182

Cash flow from financing activitiesProceeds from current liabilities 324 258 1 396 1 462Proceeds from non-current liabilities - - 1 130 1 130Loans granted to related parties -48 - -359 -407

Net cash used in financing activities 276 258 2 167 2 185

Net increase (+) / decrease (-) in cash and cash equivalents -29 5 36 2

Cash and cash equivalents at beginning of period 37 - 1 38Cash and cash equivalents at the end of period 8 5 37 40

Interim statement of cash flows


ended 31 March 2015



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 Q1 2015 - - - -2 057 -2 057

Balance at 31 March 2015 100 16 449 10 -34 313 -17 754

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

Balance at 31 December 2013 100 16 449 10 -25 527 -8 968

Total comprehensive income for the perid Q1 2014 - - - -1 885 -1 885

Balance at 31 March 2014 100 16 449 10 -27 412 -10 853

Interim statement of changes in equity

Equity attributable to owners of the parent Q1 2015



ended 31 March 2015

6

Note 1. Basis of preparation

Note 2 Use of judgements and estimates

The preparation of interim financial statements requires management to make judgements, estimates and assumptionsthat affect the reported amounts of assets and liabilities, income and expense. Actual results may differ from theseestimates.

In preparing these interim financial statements, the significant judgements made by management in applyingaccounting policies and the key sources of estimation uncertainty were the same as those that applied to the financialstatements as at and for the year ended 31 December 2014.

The interim financial statements for the three month ended 31 March 2015 have been prepared in accordance with theInternational Accounting Standard (IAS) 34 Interim Financial Reporting. The interim financial statements do not includeall the information and disclosures required in the annual financial statements.

The same accounting policies have been followed in these interim financial statements as were applied in thepreparation of the financial statements for the year ended 31 December 2014.

Notes to Interim Financial Statementsfor the period ended 31 March 2015


ended 31 March 2015

7

Note 3 Board of Managers fees

The Company had no employees during the period (2014: nil).

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

Note 4 Other expenses

1000 EUR Q1 2015 Q1 2014 31 Dec 2014Auditor remuneration 11 2 76Other administrative expenses 72 88 318Total 83 90 394

Auditor remunerationAudit fees 11 2 76Fees for other assurance services - - -

Total 11 2 76

Note 5 Income taxes

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

1000 EUR Q1 2015 Q1 2014 31 Dec 2014

Current income taxes - - 5Total - - 5


ended 31 March 2015

8

Note 6 Investments in subsidiaries

1000 EUR 31 Mar 2015 31 Mar 2014 31 Dec 2014Balance 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% 2 031 -84

100 % 13 -8

Note 7 Available-for-sale financial assets

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

Available-for-sale financial assets comprise of the investment in Bokadirekt i Stockholm AB for an amount of EUR 1,160 whichrepresents 14,83% of total shares. During the period Q1 2015 the investment was increased by EUR 27.

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

The first financial period of both European Directories BondCo S.C.A. and European Directories GP S.á.r.I. have ended on 31December 2014. The amount of capital and reserves and the loss for the latest financial year of the said companies, aspresented above, are based on the audited financial statements as at and for the period ended 31 December 2014. EuropeanDirectories BondCo S.C.A has prepared its financial statements under IFRS and European Directories GP S.á r.I under LuxGAAP.

The Company has issued a guarantee as for its own debt for the obligations of European Directories BondCo S.C.A.. under theBonds. The Company has also pledged the shares it owns in European Directories BondCo S.C.A. and European DirectoriesGP as well as all claims under the PIK intercompany loans as security to the Bonds.


ended 31 March 2015

9

Note 8 Non-current and current receivables

Non-current receivables

31 Mar 2015 31 Mar 2014 31 Dec 2014Loan to European Directories BondCo S.C.A.

Original loan amount 10 Dec 2013 103 314 103 314 103 314Set up fee capitalised 2014 451 - 451Interest capitalised 1 January 2015 7 513 - -Total 111 278 103 314 103 765

Loan to European Directories Parent S.A. 246 - 205Loan to European Directories Holdco S.A. 161 - 154Loan to Leafy S.á.r.l 253 - 253Total loan rerceivables 111 938 103 314 104 377

Current receivables

1000 EUR 31 Mar 2015 31 Mar 2014 31 Dec 2014Interest income on financial assets classified as loans and receivables

Loan to European Directories BondCo S.C.A. 2 159 1 870 8 185Loan to European Directories Parent S.A. - - -Loan to European Directories Holdco S.A. - - -Loan to Leafy S.á.r.l - - -

Total interest income in the statement of profit and loss 2 159 1 870 8 185

Interest accrued previous year 8 212 478 478

Set up fee/interest capitalised during the period -7 512 - -451

Interest income paid during the period - - -

Total accrued interest 2 859 2 348 8 212Prepayments 78 122 83Total accrued interest and other receivables 2 937 2 470 8 295

1000 EUR

As of 31 March 2015 the Company has a loan receivable totalling EUR 661 from European Directories Holdco S.A., EuropeanDirectories Parent S.A. and Leafy S.à.r.l. payable on demand. The loans are bearing an interest rate of 0,1% payble in arrearsof 30 June and 30 December each year. From the date of the interim financial statements the Company does not have theintention to ask for repayment in the next 12 months.

On 10 December 2013, in order to facilitate the financial restructuring of its group, the Company entered into a EUR 103,314loan agreement with its immediate subsidiary, European Directories Bondco S.C.A. The loan is bearing an interest rate of7,24% payable annually in arrears.

Other current receivables comprised prepayments made in relation with insurance contracts, recognised in the following years.

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


ended 31 March 2015

10

Note 9 Capital and reserves

1000 EURShare

capitalShare

premiumOther

reservesTotal

31 March 2014 10 000 000 100 16 449 10 16 559

31 March 2015 10 000 000 100 16 449 10 16 559

Share capital

Other reserves

Note 10 Non-current and current financial liabilities and other liabilities

a.) Non-current financial liabilities 31 Mar 2015 31 Mar 2014 31 Dec 2014

Shareholder loan (preferred equity certificates) 103 314 103 314 103 314Accrued interests on Shareholder loan 18 837 4 378 14 902Total 122 151 107 692 118 215

Long term loan from Fonecta Oy 1 130 - 1 1301 130 - 1 130

Total non-current liabilities 123 281 107 692 119 345

Number of shares (pcs)

The issued share capital consists of 10,000,000 shares with a nominal value of EUR 0.01 each, all of which are fully paid up.The share capital is divided into three classes of shares, namely 4,990,000 class A shares, 4,010,000 class B shares and1,000,000 class C shares. Each share entitles the holder to one vote at the Annual General Meeting. Different shares entitletheir 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 itsnet profit for each financial year to a legal reserve. This requirement ceases to be necessary once the balance on the legalreserve reaches 10% of the issued share capital. The legal reserve is not available for distribution to the shareholders.


ended 31 March 2015

11

Interest income on financial assets classified as loans and receivables 31 Mar 2015 31 Mar 2014 31 Dec 2014

Shareholder loan 3 935 3 487 14 011Loan to Fonecta Oy 14 - 10

3 949 3 487 14 021

Other finance expenses 3 1 -250

Total finance cost in the statement of profit and loss 3 952 3 488 13 771

Interest income paid during the period - - -

Accrued interest previous year

Shareholder loan 14 902 891 891

Loan to Fonecta Oy 10 - -

Interest payable on borrowingsShareholder loan 18 837 4 378 14 902

Loan to Fonecta Oy 24 - 10Total interest payable on borrowings 18 861 4 378 14 912

b. ) Current liabilites 31 Mar 2015 31 Mar 2014 31 Dec 2014Amounts due to group companies

De Telefoongids Holding B.V. 83 13 63Fonecta Oy 82 13 14Fonecta Corporations Oy - 5 -Herold Business Data GmbH 14 33 14European Directories Services B.V. 11 12 11European Directories Opholdco S.à.r.l 2 861 1 515 2 625European Directories (Dh7) B.V. 9 341 9 341 9 341

12 392 10 932 12 068

Current tax 1 3 1Accrued expenses 122 57 157Other 20 1 1Total trade and other payables 12 535 10 993 12 227

On 10 December 2013 the Company issued 103,314 preferred equity certificates ("PECs") for an aggregate amount of EUR103,314 ("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 fullor in part by issuing new PECs to the holders.

The Managers assessed that trade payables and other current financial liabilities approximate their carrying amounts largelydue to the short-term maturities of these instruments.


ended 31 March 2015

12

Note 11 Financial risk management

Financial risk factors

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.

1. Market risk

Price/Interest rate risks

Market risk is the potential of suffering losses due to changes in market prices or parameters influencing marketprices. It includes changes concerning illiquidity of sub-markets resulting in the inability of buying/selling positions ofa special size, within a special period of time or at fair value conditions.

The interest rate risk is covered by the structure of the assets and liabilities. Through back to back structuringmanagement 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 is not impacting the valueof assets, liability or shareholder equity in a significant way.

The back to back structure of assets and liabilities is offsetting this risk.

Currency risk

The Company has no significant currency risk as borrowings and lending contracts are denominated in Euro, thefunctional and presentation currency of the Company. The Company is only subject to individual insignificanttransactions in foreign currency which may arise.

Sensitivity analysis

A reasonable possible strengthening (weakening) of the Euro, US dollar (USD) or Swedish Crown (SEK) against allother currencies as at reporting date would have 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.


ended 31 March 2015

13

3. 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 risk resulting from the Company’s exposure to an increase of liquidity premiums. As presented under Note8 “Current and non-current receivables” and Note 10 “Non-current and current financial liabilities and other liabilities”,the management ensures that liquidity risk is kept at minimum by matching the liquidity and maturity structure ofassets and liabilities at all time.

A change in the interest, currency and market price movements are not impacting the liquidities of the Company atthe reporting date, value of assets, liability or shareholder equity in a significant way. The back to back structure ofassets and liabilities is offsetting these risks.

The maximum credit risk exposure of the Company in the event of other parties failing to perform their obligations isconsidered to be the carrying value of the loan.

2. Credit risk

Credit risk is associated with potential losses arising from a business partner’s (counterparty, issuer, othercontractual partner) default, i.e. its inability or unwillingness to meet contractual obligations, or the deterioration of itscreditworthiness, e.g. changes in the issuer credit rating.


ended 31 March 2015

14

Carrying amounts and fair value

Trade and other receivables Investments

Trade and other

receivablesCash and cash

equivalents TotalFinancial assets not measured at fair value

111 938 - 2 937 - 114 875- - - 8 8- 3 203 - - 3 203

111 938 3 203 2 937 8 118 086

Interest bearing loans

and borrowings

Trade and other payables Total

Financial assets not measured at fair value- - 12 535 12 535

123 281 24 - 123 305123 281 24 12 535 135 840

Shareholder loan fair value as of 31 March 2015 is EUR 115,993.

Trade and other receivables Investments

Trade and other

receivablesCash and cash

equivalents TotalFinancial assets not measured at fair value

103 314 - 2 470 - 105 784- - - 5 5- 2 043 - - 2 043

TOTAL 103 314 2 043 2 470 5 107 832

Interest bearing loans

and borrowings

Trade and other payables Total

Financial assets not measured at fair value- - 10 993 10 993

107 692 - - 107 692107 692 - 10 993 118 685

Shareholder loan fair value as of 31 March 2014 is EUR 104,205.

BorrowingsTOTAL

Trade and other receivablesCash and cash equivalentsCorporate securities

Interest bearing loans and borrowings

Trade and other payables

TOTAL

Current assets

Borrowings

TOTAL


Trade and other payables

Non- current assets

Non- current assets

Non- current liabilities Current liabilities

Current assets

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

Trade and other receivablesCash and cash equivalentsCorporate securities

31 Mar 2014

31 Mar 2015

Current liabilitiesNon- current liabilities


ended 31 March 2015

15

Note 12 Related parties

Related parties of the Company

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

Note 13 Contingencies and commitments

Note 14 Events after the balance sheet date

No subsequent events have occurred at the date these interim financial statements were available forissuance that would have a material impact on the result or financial position the Company.

The Company’s related party comprise the following:* European Directories Bondco S.A.* Eurpean Directories Parent S.A.* Leafy S.à.r.l* Board of Managers.

Related party transactions

European Directories Midco S.à r.l. is the parent company of the European Directories Group. TritonFund, majority through Leafy S.á r.l., holds at the balance sheet date 86.7 % of the shares in EuropeanDirectories Midco S.à r.l. European Directories Midco S.à r.l. has shareholdings in two subsidiaries, European Directories BondcoS.C.A., and European Directories GP. For further information, see Note 6 "Investment in subsidiaries".

No transactions with the Managers of the Company or other related parties have occurred during theperiod, besides the ones disclosed in the notes to the interim financial statements.

The Managers of the Company are not aware of any significant contingent liabilities as at 31 March2015.

European Directories Midco S.à r.I. is a guarantor for the obligations of European Directories BondCoS.C.A. under the Bond. European Directories Midco S.à r.I. and European Directories BondCo S.C.A.have provided security for certain assets (loan receivables and accounts) to secure the obligations ofEuropean Directories BondCo S.C.A. under the finance documents.

European Directories BondCo S.C.A.

Interim financial statements for the period of1 January 2015 to 31 March 2015

R.C.S. Luxembourg : B18140146A, avenue J.F. KennedyL-1855 LuxembourgShare Capital : 2,031,000 EUR

European Directories BondCo S.C.A.Interim financial statements for the period ended 31 March 2015

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

European Directories Bondco S.C.A. Interim financial statements for the period

ended 31 March 2015



1000 EUR NoteQ1

2015Q1

2014

For the period from 25 October

2013 (date of incorporation) to

31 December 2014*

Administrative expenses 5 -36 -7 -79Operating loss -36 -7 -79

Finance income 8 5 129 5 067 21 247

Finance costs 10 -5 130 -5 067 -21 248

Net finance costs -1 - -1

Loss before income tax -37 -7 -80

Income tax 6 - -1 -4Loss for the period -37 -8 -84

Total comprehensive income -37 -8 -84

Interim statement of profit and loss and other comprehensive income

(*) According to the Statute of the Company the first financial year runs from 25 October 2013 to 31 December 2014.


ended 31 March 2015


Interim balance sheetInterim financial statements are unaudited

1000 EUR Note(s)31 Mar

201531 Mar2014

31 Dec2014*

ASSETS

Non-current assets

Investments in subsidiaries 7 2 000 2 000 2 000Loan receivables 8 269 208 261 136 261 558Total non-current assets 271 208 263 136 263 558

Current assets

Accrued interest and other receivables 8 3 454 2 704 8 846Cash and cash equivalents 85 26 24Total current assets 3 539 2 730 8 870

Total assets 274 747 265 866 272 428

EQUITY

Equity attributable to owners of the parent

Share capital 2 031 2 031 2 031Loss of the period -37 -8 -84Loss brought forward -84 - -Total equity 9 1 910 2 023 1 947

LIABILITIES


Interest bearing loans and borrowings 10 111 277 103 765 103 765Bond 10 157 931 157 372 157 793Total non-current liabilities 269 208 261 137 261 558

Current liabilities

Accrued interest on loans and borrowings 10 3 547 2 705 8 905Trade and other payables 83 1 18Total current liabilities 3 630 2 706 8 923





ended 31 March 2015



1000 EUR Share capital Retained earnings Total equity

Opening balance 1 January 2015 2 031 -84 1 947

Total comprehensive income for the period Q1 2015 - -37 -37

Balance at 31 March 2015 2 031 -121 1 910

1000 EUR Share capital Retained earnings Total equity

Opening balance 1 January 2013 2 031 - 2 031

Total comprehensive income for the period Q1 2015 - -8 -8

Balance at 31 March 2014 2 031 -8 2 023



Interim statement of changes in equity


ended 31 March 2015


Interim statement of cash flows Interim financial statements are unaudited

1000 EUR Q1 2015 Q1 2014

For the period from 25 October

2013 (date of incorporatio

n) to 31 December

2014*

All amounts are in 1000 Eurounless otherwise stated


Loss for the period -37 -8 -84

Adjustments for:Income tax expenses - 1 4Finance costs - net 1 - 1

Operating loss -36 -7 -79

Interest received 2 895 2 929 11 792Interest paid -2 833 -2 928 -11 733Realised foreign exchange gains and losses and other finance items -1 - -1Taxes paid - - -4

Operating cash flow before movements in working capital

25 -6 -25

Net change in working capital 36 1 18Net cash from operating activities 61 -5 -7

Cash flow from investing activitiesIssuance of loan receivables - - -157 200

Net cash used in investing activities - - -157 200

Cash flow before financing activities 61 -5 -157 207

Cash flow from financing activitiesShare capital issued - - 31Proceeds from issuance of loans and bonds - - 157 200

Net cash used in financing activities - - 157 231

Net increase (+) / decrease (-) in cash and cash equivalents 61 -5 24

Cash and cash equivalents at beginning of period 24 31 - Cash and cash equivalents at the end of period 85 26 24



ended 31 March 2015

6

Notes to Interim Financial Statementsfor the period ended 31 March 2015

Note 1. Basis of preparation

Note 2 Use of judgements and estimates

The interim financial statements for the three month ended 31 March 2015 have been preparedin 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 theannual financial statements and should be read in conjunction with the audited annual financialstatement for the period ended 31 December 2014.

The preparation of interim financial statements requires management to make judgements,estimates and assumptions that affect the reported amounts of assets and liabilities, income andexpense. Actual results may differ from these estimates.

In preparing these interim financial statements, the significant judgements made by managementin applying accounting policies and the key sources of estimation uncertainty were the same asthose that applied to the financial statements as at and for the year ended 31 December 2014.


ended 31 March 2015

7

Note 3 Segment reporting

Note 4 Employee benefits

Note 5 Other expenses

1000 EUR Q1 2015 Q1 2014

For the period from 25 October 2014 to 31 December 2014

Auditor remuneration - - 49Other administrative expenses 36 7 30Total 36 7 79

Auditor remunerationAudit fees - - 39Fees for other assurance services - - 7Tax advisory fees - - 3

Total - - 49

Note 6 Income taxes

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 Board for the assessment of results and the use ofresources, the Company reports as a single segment, which complies with the approach to the organisation andmanagement of activities. Material operating decisions are made by the Supervisory Board ("the Board").

The chief operating decision-maker, who is responsible for allocating resources and assessing performance of theCompany, has been identified as the Board. The Board assesses the performance based on a measure of operating profit.

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

The Company’s tax position at 31 March 2015 is based on the Company’s best estimate using the available information on local taxation rules and regulations and taking into account tax facilities and non-deductible costs. No tax return has been filed yet by the Company since its incorporation.

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

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

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


ended 31 March 2015

8

Note 7 Investments in subsidiaries

1000 EUR 31 Mar 2015 31 Mar 2014 31 Dec 2014

Balance at the beginning of the period 2 000 2000 2 000

Investment in European Directories OpHoldco S.à r.l - -

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

The Company has a shareholding in the following company:

Name

The company was acquired on 10 December 2013.

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

The Board perform an impairment testing annually.

Note 8 Non-current and current receivables

Maturity of loan receivables

1000 EUR 31 Mar 2015 31 Mar 2014 31 Dec 2014

Due in one year - - -Due in two to five years 157 931 157 372 157 793Due in more than five years 111 277 103 764 103 764Total 269 208 261 136 261 558

Non-current assets 31 Mar 2015 31 Mar 2014 31 Dec 2014

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

263 313 263 313 263 313Original cost -2 800 -2 800 -2 800

Amortisation of original cost 731 172 593

Set up fee capitalised 2014 451 451 451

Interest capitalised 1 January 2015 7 513 - -Total loan rerceivables 269 208 261 136 261 558

Registered office

46A avenue J.F. Kennedy, L-1855 Luxembourg,

Luxembourg R.C.S. B 155420

European Directories OpHoldco S.à r.l

The Board consider the recoverability of investment in subsidiaries to be good. This assessment is based on the fact that thefinancial performance and liquidity situation of the underlying investment, European Directories Group, are within expectations.

Proportion of the capital held, %

100 %

Capital and reserves as at 31 December 2014

-148 222

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 paid quarterly.

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


ended 31 March 2015

9

Current assets

1000 EUR 31 Mar 2015 31 Mar 2014 31 Dec 2014

Interest income on financial assets classified as loans and receivables during the periodLoan 1 2 966 3 038 13 019Loan 2 2 163 2 029 8 227

Total interest income in the statement of profit and loss 5 129 5 067 21 247

Interest receivable beginning of the periodLoan 1 633 708 -Loan 2 8 212 - -

8 845 708 -

Interest expenses paid or capitalised during the periodLoan 1 -2 895 -2 929 -11 792Loan 2 -7 513 - -

-10 408 -2 929 -11 792Amortised during the periodLoan 1 -138 -138 -594Loan 2 -4 -4 -15

-142 -142 -609 Total interest receivables from loans to European Directories Opholdco S.à r.l.

Loan 1 566 679 633Loan 2 2 858 2 025 8 212

3 424 2 704 8 846

Other receivables 30 - -

Total accrued interest and other receivables 3 454 2 704 8 846

The interest is calculated using the effective interest method at a rate of 7.9% for the EUR 103,314 shareholder loan and 8.82%for the EUR 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 ofthese instruments.


ended 31 March 2015

10

Note 9 Capital and reserves

Share capital

Legal reserve

Note 10 Non-current and current liabilities

Maturity of borrowings 31 Mar 2015 31 Mar 2014 31 Dec 2014Due in one year - - -Due in two to five years 157 931 157 372 157 793Due in more than five years 111 277 103 765 103 765Total 269 208 261 137 261 558

Non-current financial liabilities 31 Mar 2015 31 Mar 2014 31 Dec 2014

Bond issuance 160 000 160 000 160 000

Loan to European Directories Midco S.à.r.l. 103 313 103 314 103 314263 313 263 314 263 314

Original cost -2 800 -2 800 -2 800Amortisation of original cost 731 172 593

Set up fee capitalised 2014 451 451 451

Interest capitalised 1 January 2015 7 513 - -

Total non-current liabilities 269 208 261 137 261 558

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

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 is set at EUR 31,000 represented by 1 unlimited share having a nominal value of EUR 1,which is fully paid-up and 30,999 limited shares having a nominal value of EUR 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,share premium or capital surplus. The liability of the holders of Unlimited Shares for the liabilities of the Company shall be jointand unlimited, as set out in article 102 of the Companies Act.

During 2013 the entity increased the share capital by an amount of EUR 2,000,000.00 by way of contribution in kind by issue of2,000,000 new limited shares of a nominal value of EUR 1 each.

At 31 March 2015 the share capital is represented by 2,031,000 shares with a total amount of EUR 2,031,000.00.

In accordance with the Luxembourg company law, the Company is required to transfer a minimum of 5% of its net profit for eachfinancial year to a legal reserve. This transfer is made following approval of its statutory accounts by the shareholders. Thisrequirement ceases to be necessary once the balance on the legal reserve reaches 1 0% of the issued share capital. The legalreserve is not available for distribution.

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

On 10 December 2013 the Company entered into a loan agreement with European Directories Midco S.à r.l. for EUR103,313,950.00. 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 EUR160,000,000.00 to the market. The proceeds of the Bonds were used to grant a loan to European Directories OpHoldco S.à r.l.,which may further used the proceed to repay all bank debt. The Bonds have been listed on NASDAQ OMX Stockholm since 5December 2014 ("ISIN SE0005505831").

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 payablequarterly in arrears. The Bonds have a maturity date of 10 December 2018.


ended 31 March 2015

11

Current liabilities 31 Mar 2015 31 Mar 2014 31 Dec 2014

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

Loan to Midco S.à.r.l 2 163 2 029 8 227Bonds 2 966 3 038 13 019

5 129 5 067 21 246

Other finance expenses 1 - 1

Total finance costs in the statement of profit and loss 5 130 5 067 21 247

Loan to Midco S.à.r.l 8 212 - -Bonds 693 708 -

8 905 708 -

Interest expenses paid or capitalised during the periodLoan to Midco S.à.r.l -7 512 - -Bonds -2 833 -2 928 -11 733

-10 345 -2 928 -11 733Amortised during the periodLoan to Midco S.à.r.l -4 -4 -15Bonds -138 -138 -593

-142 -142 -608

Interest payable on loan to Midco S.à.r.l. 2 859 2 025 8 212Interest payable on bonds 688 680 693

Total 3 547 2 705 8 905

Trade and other payables comprise accrued audit remuneration.

Note 11 Financial risk management

Interest payable begining of the period

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.

The Board assessed that trade payables and other current financial liabilities approximate their carrying amountslargely due to the short-term maturities of these instruments.


ended 31 March 2015

12

Swedish Krona rates used in as at 31 March 2015 end and in avarage:

Closing rate as at 31 March 2015 9,262900Average of the period 9,190447

Currency risk The Company has no significant currency risk as borrowings and lending contracts are denominated in Euro, thefunctional and presentation currency of the Company. The Company is only subject to individual insignificanttransactions in foreign currency which may arise. Sensitivity analysis A reasonable possible strengthening (weakening) of Euro, US dollar (USD) or Swedish Krona (SEK) against all othercurrencies as at reporting date would not have 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 Credit risk is associated with potential losses arising from a business partner’s (counterparty, issuer, other contractualpartner) default, i.e. its inability or unwillingness to meet contractual obligations, or the deterioration of itscreditworthiness, 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 isconsidered to be carrying value of loan.

Liquidity risk Liquidity risk is the risk that the ability to meet payment obligations cannot be ensured all the times. In economicterms, this is the risk resulting from the Company’s exposure to an increase of liquidity premiums. As presented underNote 8. “Non-current and current receivables” and 10. “Non-current and current financial liabilities and otherliabilities”, the Board ensure that liquidity risk is kept at minimum by matching the liquidity and maturity structure ofassets and liabilities at all time.

A change in the interest, currency and market price movements are not impacting the liquidities of the Company atthe reporting date, value of assets, liability or shareholder equity in significant way. The back to back structure ofassets and liabilities is offsetting these risks.

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

Sensitivity analysis A reasonable possible change of 100 basis points in the interest rate at the reporting date is not impacting the valueof assets, liability or shareholder equity in a significant way. The back to back structure of assets and liabilities is offsetting this risk.


ended 31 March 2015

13

Carrying amounts and fair value


Investments in subsidiaries


Cash and cash equivalents Total

Financial assets not measured at fair value269 208 - 3 454 - 272 662

- - - 85 85- 2 000 - - 2 000

269 208 2 000 3 454 85 274 747

Interest bearing loans and

borrowingsTrade and other

payables TotalFinancial assets not measured at fair value

- 83 83111 277 2 859 - 114 136157 931 688 - 158 619269 208 3 547 83 272 838

Bond fair value as of 31 March 2015 is EUR 145,040.


Investments in subsidiaries


Cash and cash equivalents Total

Financial assets not measured at fair value261 136 - 2 704 - 263 840

- - - 26 26- 2 000 - - 2 000

261 136 2 000 2 704 26 265 866

Interest bearing loans and

borrowingsTrade and other

payables TotalFinancial assets not measured at fair value

- 1 1103 765 2 025 - 105 790157 372 680 - 158 052261 137 2 705 1 263 843

Bond fair value as of 31 March 2014 is EUR 156,795.

Trade and other payablesBorrowingsBond issueTOTAL

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.

Corporate securitiesTOTAL

Non- current liabilities Current liabilities


31 Mar 2014Non- current assets Current assets

Trade and other receivablesCash and cash equivalents

Non- current liabilities

31 Mar 2015Non- current assets Current assets

Bond issueTOTAL


Trade and other payablesBorrowings

Current liabilities

Corporate securitiesCash and cash equivalents

TOTAL



ended 31 March 2015

14

Note 12 Related parties

Related parties of the Company

Ownership structure

Related party transactions

Note 13 Contingencies and commitments

Note 14 Events after the balance sheet date

No subsequent events have occurred at the date these interim financial statements were available forissuance that would have a material impact on the result or financial position the Company.

The members of the Supervisory Board of the Company received no remuneration and there are nocommitments in respect of retirement pensions for members of the management and supervisorybodies. There are no advances, loans or commtiments given on their behalf by way of guarantee of anykind granted to the members of those bodies during the period ended 31 March 2015.

The members of the Supervisory Board of the Company are not aware of any significant contingentliabilities as at 31 March 2015.

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 fully owned subsidiary of European Directories Midco S.à r.l.European Directories Midco S.à r.l. is the parent company of the European Directories Group.European Directories Midco S.à r.l. is a holding company and is registered with the Luxembourgregister of commerce under number B 155418. Triton Fund, through Leafy S.á r.l., holds 86.7 % of theshares 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 Note7 "Investments in subsidiaries".)

No transactions with the management and supervisory bodies of the Company or other related partieshave occurred during the period, besides the ones mentioned above and disclosed in the notes ofinterim financial statements.

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

European Directories Group, European Directories …...European Directories Group, European Directories Midco S.à r.l and European Directories BondCo S.C.A Q1 Interim report January-March

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