PRESS RELEASE

Boulogne-Billancourt, 18 October 2016

Publication of a prospectus relating to transactions aiming at strengthening SoLocal Group's shareholders' equity in the context of its financial restructuring plan

SoLocal Group announces that the Autorité des marchés financiers has granted visa n° 16-486 to the prospectus (in the French language) made available to the public in connection with:

  • The admission to trading on the regulated market of Euronext Paris of new shares freely allocated to shareholders

    of SoLocal Group;

  • The admission to trading on Euronext Paris of new shares with warrants issued as part of a capital increase without preferential subscription rights to the benefit of lenders holding receivables against the Company (the "Lenders Warrants");

  • The potential admission to trading on Euronext Paris of 101,000,000 subordinated bonds convertible and redeemable in shares (or in cash, at the option of the Company) issued without preferential subscription rights for the benefit of lenders holding receivables against the Company (the "MCB"); and

  • The admission to trading on Euronext Paris of the new shares to be issued upon exercise of the Lenders Warrants and, as the case may be, upon redemption of the MCB.

    These transactions will be made in connection with the financial restructuring plan the terms of which have been announced on 28 September 2016 and approved by the creditors' committee on 12 October 2016.

    The completion of the above transactions is subject to:

    • the approval of the general meeting of shareholders of the Company to be held on October 19, 2016;

    • the approval of the plan de sauvegarde financière accélérée, as agreed by the creditors committee held on 12 October 2016, by judgement to be delivered by the Tribunal de Commerce de Nanterre on 9 November 2016; and

    • completion of a share capital increase with shareholders' pre-emptive subscription rights.

The prospectus (in the French language) comprises the registration document of the Company, filed with the Autorité des marchés financiers on 29 April 2016, under number D.16-0438, the update of the Company's registration document filed with the AMF on 17 October 2016 under number D.16-0438-A01, a securities note (including the summary of the prospectus) and the summary of the prospectus (annexed hereto).

Copies of the prospectus (in the French language) are available without charge at the registered office of SoLocal Group SA, 204, Rond-Point du Pont de Sèvres, 92649 Boulogne-Billancourt Cedex, and on the Company's website (www.solocalgroup.com) as well as on the website of the AMF (www.amf-france.org).

SUMMARY OF THE PROSPECTUS

This document is a free translation for information purposes only of the original French version of the summary of the prospectus of SoLocal Group which was granted visa n° 16-486 from the Autorité des marchés financiers on 17 October 2016. The summary (résumé) and the prospectus in their original French version, are publicly available atwww.solocalgroup.comandwww.amf- france.org. In the event of any ambiguity or conflict between the corresponding statements or other items contained herein, the French language résumé of the prospectus shall prevail.

None of SoLocal Group or any of its respective officers, directors, employees or affiliates, or any person controlling any of them, assumes any liability which may be based on this translation or any errors or omissions therefrom or misstatements therein, and any such liability is hereby expressly disclaimed.

This translation does not constitute or form part of any offer to sell or the solicitation of an offer to purchase securities, nor shall it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. Persons into whose possession of this translation may come are required by SoLocal Group to inform themselves about and to observe any restrictions as to the distribution of this translation.

Section A - Introduction and Warnings

A.1

Introduction and notice

This summary should be read as an introduction to the Prospectus.

Any decision to invest in the financial instruments offered or the admission of which to trading on a regulated market is requested in the transaction described herein should be based on a thorough review of the Prospectus.

Where a claim relating to the information contained in the Prospectus is brought before a court, the claimant investor, under the national legislation of the Member States or parties to the European Economic Area Agreement, has to bear the costs of translating the Prospectus before the legal proceedings are initiated.

Civil liability attaches only to those persons who have prepared the summary including, if any, any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information required by investors when making a decision whether or not to invest in the securities.

A.2

Consent of the issuer

Not applicable.

Section B - Issuer

B.1

Legal and commercial name

SoLocal Group S.A. (the "Company").

"SoLocal Group" and the "Group" mean the Company together with its consolidated subsidiaries.

B.2

Registered office

204, Rond-Point du Pont de Sèvres, 92649 Boulogne-Billancourt Cedex.

Legal form

French law public limited Company with a board of directors (Société anonyme à conseil d'administration).

Legislation

French law.

Country of incorporati on

France.

B.3

Key factors of the issuer's operations and its principal activities

Since 2013, SoLocal Group has accelerated its digital transformation in order to develop new Internet business and ensure its competitive advantage on the digital communication market aimed at local businesses. Today, the Group is the fifth Internet content provider in France with respect to audience with approximately 6 internet users out of 10 visiting each month its key websites: PagesJaunes, Mappy, Ooreka, and A Vendre A Louer. SoLocal Group is also the leader in Europe with respect to corporate website creation and local Big Data.

SoLocal Group currently generates around 80% of its turnover with its Internet business, the other 20% being generated by its traditional business Printed & Vocal.

Internet

The Internet activities of SoLocal Group are now structured around two business lines "Local Search" and "Digital Marketing".

Local Search

The products of Local Search aim at increasing the visibility of Companies on the Internet and to develop the connections with their customers locally. They are mainly related to the creation and marketing of content, as well as advertising space, listings, and the supply of advertising spaces for local and national advertisers ("Display"). The products cited above mainly rely on major fixed and mobile medias of the Group: "pagesjaunes.fr", "Mappy", "Ooreka" (formerly ComprendreChoisir) and "A Vendre A Louer", together with privileged partnerships of the Group, mainly Google, Bing (Microsoft), Yahoo!, Apple, and Facebook. Therefore, the content created by SoLocal Group attracts nearly 6 out of 10 Internet users in France each month, and positions SoLocal as the 5th Internet Group in France in terms of audiences.

Digital Marketing

The Digital Marketing products and services strengthen the presence of the Group's clients on the Web. They are divided into three areas: websites and content, local programming (retargeting, predictive targeting), and transactional services, including PagesJaunes Doc (online medical appointments), and PagesJaunes Resto (online ordering meal to takeout or to be delivered at home).

Print & Voice

Printed directories: it is the historical activity of the Group relating to the publication, distribution, and sale of advertising space in printed directories (PagesJaunes, PagesBlanches).

Voice and other related activities: it mainly refers to specific activities of SoLocal Group as telephone and SMS directory enquiry services (118 008) and the QuiDoc reverse directory. This product also includes some activities of direct marketing (targeted mail campaigns, postage)

To market its products to the 500,000 clients in France and Spain, SoLocal Group is organised since 2014 in 5 verticals: these are Business Units which enable the Company to offer to its customers solutions which match, more closely, their needs according to their business areas (Retail, Services, Home, B2B, and Health & Public). A 6thBusiness Unit is specifically in charge of Key Accounts, transversely across different verticals.

B.4a

Recent trends affecting the issuer and the industry in which it operates

H1 2016 results

I. H1 2016 Revenues and EBITDA

The board of directors approved the Group's consolidated accounts as of 30 June 2016. The overall H1 2016 financial performance confirms the annual guidance announced on 19 May 2016.

In H1 2016, revenues stood at EUR 405 million, down -9% compared to H1 2015:

  • Internet revenues at EUR 322 million in H1 2016 (representing 79% of total revenues) were down -1% versus H1 2015, as positive dynamic of Digital Marketing did not fully offset client base decline of local search due to constraints of bank covenants;

  • Print & Voice revenues were down by -31% over the period, mainly due to the stronger decline of PagesBlanches.

H1 2016 new order dynamic is strong: Internet new orders recorded a growth of +10% in H1 2016 compared to H1 2015, and total new orders were back to growth.

Recurring EBITDA (EBITDA before accounting for exceptional items such as restructuring fees) wasEUR 112 million in H1 2016, down -20% versus H1 2015, mainly driven by the drop in Print & Voice EBITDA.

The EBITDA to revenue margin was28% in H1 2016, down -3 points versus H1 2015, as the drop in revenues (-9%) was only partially offset by disciplined cost management resulting in significant staff cost reduction (-10%) and constrained investment in branding.

II. H1 2016 Net income and financial structure

As of 30 June 2016, net debt wasEUR 1,068 million. The Group is in breach with its leverage bank covenant but complies with all other bank covenants.

Solocal Group SA published this content on 18 October 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 18 October 2016 21:18:01 UTC.

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