YELLOW PAGES INCOME FUND
TSX : YLO.UN

YELLOW PAGES INCOME FUND

March 24, 2010 15:09 ET

Yellow Pages Income Fund Announces Expected Conversion Date

The Company Obtains Interim Order in Connection with Proposed Conversion to a Dividend-Paying Corporation

MONTREAL, QUEBEC--(Marketwire - March 24, 2010) - Yellow Pages Income Fund (TSX:YLO.UN) announces that the Superior Court of Québec today issued an interim order in connection with the Company's previously announced plan of arrangement under the Canada Business Corporations Act, which will result in the conversion from an income trust to a traditional corporate structure (the "Plan of Arrangement"). The effective date of the conversion is expected to be on or about November 1, 2010.

The interim order of the Court confirmed the calling of an annual and special meeting (the "Meeting") of YPG's unitholders on Thursday, May 6, 2010 at 11:00 a.m. (Montreal time) at Le Windsor, 1170 Peel Street, Montreal for the purpose of considering the Plan of Arrangement. A management proxy circular will be mailed shortly to YPG unitholders. A copy of the circular will also be available under the Company's profile on SEDAR at www.sedar.com and on the Company's corporate website at www.ypg.com.

The Plan of Arrangement is subject to receipt of all required court, regulatory and Toronto Stock Exchange approvals and other customary conditions, and approval by at least 66 2/3% of the votes cast by YPG unitholders voting in person or by proxy at the Meeting. Upon completion of the conversion, unitholders of YPG will receive, for each unit of YPG held, one common share of the resulting public corporation to be named Yellow Media Inc.

The interim order provides that should the Plan of Arrangement be approved by the required majority at the Meeting, YPG will appear before the Court in order to obtain a final order on October 1, 2010, or at such other date before or after October 1, 2010 following notification by news release to YPG unitholders of the date of presentation of the application for a final order at least ten days before such other date.

After the completion of the Plan of Arrangement, Yellow Media Inc. will initially pay a monthly dividend of $0.0542 ($0.65 annually) per common share of Yellow Media Inc. starting in January 2011. The first monthly dividend will be declared in January for the holders of record as of January 31, 2011 and will be paid on February 15, 2011.

Provided the Plan of Arrangement is approved by YPG unitholders at the Meeting and provided the effective date of the Plan of Arrangement occurs on or about November 1, 2010, the monthly dividend for the months of November and December 2010 will be maintained at $0.0667 ($0.80 annually) per common share of Yellow Media Inc. November and December 2010 dividends will be payable to holders of record of common shares on November 30, 2010 and December 31, 2010, respectively, and will be paid on December 15, 2010 and January 17, 2011, respectively.

Following the conversion, the Board of Directors of the resulting public corporation will be comprised of the current members of the Board of Trustees and senior management will remain the same.

In connection with the conversion, CIBC World Markets Inc., Scotia Capital Inc. and RBC Capital Markets are acting as advisors. Each of CIBC World Markets Inc. and RBC Capital Markets has provided an opinion that the consideration to be received by YPG unitholders pursuant to the Plan of Arrangement is fair, from a financial point of view, to such unitholders.

About Yellow Media Inc.

Yellow Media Inc., a subsidiary of Yellow Pages Income Fund, owns Yellow Pages Group and Trader Corporation. Yellow Pages Group (YPG) is Canada's leading performance media and marketing solutions company. The Company brings consumers and businesses together locally through its network of print, digital and mobile properties. YPG enables consumers to make smarter decisions, helping people find what they need wherever and whenever. YPG partners with businesses to build successful marketing and lead generation programs, helping them grow their business. Trader Corporation (Trader) is a leader in print and digital vertical media and offers a broad set of services such as inventory management, web solutions, optimization of media spend, and lead generation campaigns. Trader caters to the automotive, real estate and generalist verticals. Yellow Media Inc. owns and operates some of Canada's leading properties and publication including Yellow Pages™ directories, YellowPages.ca™, Canada411.ca™, Auto Trader™(.ca), Home Trader™(.ca), and LesPAC.com. For more information, www.ypg.com.

Caution Concerning Forward-Looking Statements

This press release contains forward-looking statements about the objectives, business and affairs of Yellow Pages Income Fund and Yellow Media Inc. These statements are forward-looking as they are based on our current expectations, as at March 24, 2010, about our business and the markets we operate in, and on various estimates and assumptions. Our actual results could materially differ from our expectations if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. As a result, there is no assurance that any forward-looking statements will materialize. We disclaim any intention or obligation to update any forward-looking statements, except as required by law, even if new information becomes available, as a result of future events or for any other reason.

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