Trader Classified Media N.V.

Trader Classified Media N.V.

September 14, 2005 20:02 ET

Trader Classified Media-First Half 2005 Results

AMSTERDAM, THE NETHERLANDS--(CCNMatthews - Sept. 14, 2005) - Trader Classified Media N.V. -

Total Revenues of EUR 233.2 million, up 17.8%

Internet Revenues up 56.0%, Unique Monthly Visitors up 85%

EBITDA of EUR 56 million, up 17.6%, margin of 24.0%

Net Income(1) of EUR 14.5 million, up 18.9%

Trader Classified Media N.V., a leader in classified advertising, releases today its unaudited first half 2005 results, prepared under IFRS standards.

First Half 2005 Highlights

Financial Results

- Revenues of EUR 233.2 million, up 17.8%, of which organic growth of 5.2%

- Operation EBITDA(2) of EUR 64.0 million, up 14.5% (margin of 27.4%)

- Consolidated EBITDA of EUR 56.0 million, up 17.6% (margin of 24.0%)

- Net income(1) of EUR 14.5 million, up 18.9%

- Operating Cashflow of EUR 54.5 million, up 19.0% (97% EBITDA conversion rate)

(1) Before discontinued operations

(2) Consolidated EBITDA before corporate costs

Major developments

- Strong Internet growth: Q2 2005 organic revenue growth reached 30.2% and Unique Monthly Visitors to our Internet sites worldwide increased by 85% in first half 2005 versus first half 2004.

- China: acquisition of a 15% interest in SouFun with the rights to increase our stake to a controlling position in this company, leader in online real estate classified ads, present in 29 cities across China and with 12 million Unique Monthly Visitors. Acquisition of a 55% stake in Shou di Shou, the leading generalist brand in Beijing and Harbin.

- New bank facility: new EUR 750 million senior debt facility led by BNP Paribas, fully syndicated with a pool of 18 banks and a significant over-subscription.

- Distribution: distribution of share premium to shareholders in the amount of EUR 0.63 per share in July 2005.

- Strategic review: the Supervisory Board appointed the investment banking firm Morgan Stanley to assist the Group in conducting a strategic review of options available for maximising shareholder value. They will be assisted by the Company's long time financial adviser LongAcre Partners.

John H. McCall MacBain, Trader Classified Media's Founder, President and Chief Executive Officer, said:

"I am pleased with the Company's rapid Internet growth, our strategic investment in SouFun, the leader in online real estate in China and our financial results for the first semester.

Trader is at an exciting point of development of its business with a large range of strategic options which we will review over the next few months."



First Half 2005 Results(a) (IFRS)

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(In EUR millions, except per share data) 1H 2004 1H 2005 Growth
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Revenues 197.9 233.2 +17.8%
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Operation EBITDA 55.9 64.0 +14.5%
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Margin % 28.2% 27.4%
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Consolidated EBITDA 47.6 56.0 +17.6%
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Margin % 24.0% 24.0%
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EBIT 44.4 52.8 +18.9%
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Margin % 21.7% 22.6%
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Income (from continuing operations) 14.9 18.6 +24.8%
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Net Income (attributable to the Group) 237.9 14.5
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Earnings per share (from continuing
operations) 0.13 0.15
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(a) In accordance with IFRS, the financial results of disposed and
discontinued operations have been reclassified in 2004 in
"Discontinued operations, net of taxes" in the Income Statement.


Revenue Growth of 17.8%, organic growth of 5.2%

First half 2005 revenues reached EUR 233.2 million. Excluding exchange rate impact, total revenue growth was 17.2%, of which 5.2% was organic.

Print revenues reached EUR 203.2 million, an increase of 13.6%. Excluding exchange rate impact, print revenues grew by 13.1%, of which 2.8% was organic.

Online revenues reached EUR 30.0 million, an increase of 57.9%. Excluding exchange rate impact, online revenue growth was 56.0%, of which 27.8% was organic.

Operation EBITDA of EUR 64.0 million, up 14.5%, margin of 27.4%

Consolidated EBITDA of EUR 56.0 million, up 17.6%, margin of 24.0%

Operation EBITDA reached EUR 64.0 million, an increase of 14.5%. Proforma for acquisitions completed in 2004, operation EBITDA margin increased from 26.9% in the first half of 2004 to 27.4% in the first half of 2005.

Proforma for acquisitions, print operation EBITDA margin remained stable at 26.4%, while online operation EBITDA margin increased from 30.3% in the first half of 2004 to 34.3% in the first half of 2005.

Corporate costs decreased by 3.6% to EUR 8.0 million in the first half of 2005.

Proforma for acquisitions, consolidated EBITDA margin increased by almost 1 point from 23.1% in the first half of 2004 to 24.0% in the first half of 2005.

EBIT of EUR 52.8 million, up 18.9%, margin of 22.6%

Operating profit before amortization of intangible assets, non-cash stock compensation expense, one-off write-down of impaired assets and gain/loss on sale of assets increased by 18.9% to EUR 52.8 million, with a margin of 22.6% in the first half of 2005 vs 21.7% in the first half of 2004.

Income from continuing operations of EUR 18.6 million, up 24.8%

Net Income (attributable to the Group) of EUR 14.5 million, up 18.9%

Income from continuing operations reached EUR 18.6 million in the first half of 2005, compared with EUR 14.9 million in the first half of 2004, an increase of 24.8%.

Net result from discontinued operations (Australia, Sweden, Canada: Edweb, CCP) amounted to EUR 225.7 million in the first half of 2004.

Net income attributable to the Group reached EUR 14.5 million in the first half of 2005 compared with EUR 12.2 million in the first half of 2004 (excluding net result from discontinued operations in 2004 for comparison purposes), an increase of 18.9%.

Operating Cash Flow of EUR 54.5 million, up 19.0%

Free Cash Flow of EUR 25.9 million, up 6.1%

Net Debt (before put options to minority interests) of EUR 325.4 million

Operating Cashflow continued to be strong in the first half of 2005 at EUR 54.5 million, an increase of 19.0%. This represents a 97% EBITDA conversion rate.

After-tax Cashflow reached EUR 33.4 million, an increase of 14.3%. Capital expenditures continued to be monitored closely at EUR 7.5 million, representing 3.2% of revenue.

Free Cashflow reached EUR 25.9 million, an increase of 6.1%. Excluding discontinued operations in 2004, free Cashflow increased by 8.8%. Cash used for acquisitions and earn-out payments in the first half of 2005 amounted to EUR 3.2 million.

The Group's net debt (before put options to minority interests), including excess cash of EUR 51.0 million, was EUR 325.4 million, representing a multiple of 2.9 times the Group's annualised EBITDA at end of June 2005.

With the new banking facility implemented in July 2005, the Group has approximately EUR 360 million of undrawn facilities and excess cash for acquisitions and general corporate purposes. This new bank facility with a reduced spread of 125 bps is expected to generate around EUR 7 million of interest expense saving per year.

Outlook

Didier Breton, Trader Classified Media's Chief Operating Officer commented:

"We are pleased with the solid growth and the prospects in our three main regions: Russia, Spain & Latin America and North America. For the second half of 2005, we expect that our Internet organic growth will be above 30% and will drive total organic growth of between 6% and 8%. We also anticipate that our EBITDA margin will continue to improve to between 24% and 25%."

2005 Acquisitions

Annuncigratuiti.it (Italy): in March 2005, the Company acquired a leading classified advertising website www.annuncigratuiti.it from Tiscali. The combination of this website, with 400,000 Unique Monthly Visitors and 100,000 online ads, with Trader's existing brand www.Secondamano.it, positions the Company as a clear leader in the online classified advertising market in Italy.

Buy & Sell (Canada): in July 2005, the Company completed the purchase of Buy & Sell Limited, the publisher of the classified advertising brand Buy & Sell in Toronto, Ontario for over 25 years. This acquisition marks the Company's entry into the Ontario market and its intention to develop aggressively its positions in both print and internet classifieds at the national level.

IndiaMart (India): in July 2005, the Company announced the initiation of a joint venture with IndiaMart InterMesh Ltd., an established web developer and B2B service provider operating a number of third-party web sites, privately-owned portals and B2B directories, based in New Delhi, India. The newly-formed company, which will be majority-owned by Trader, aims to satisfy India's large unmet demand for community-based classified web sites.

SouFun (China): in July 2005, the Company announced the signing of a major agreement which provides the rights to acquire over time the largest shareholding in SouFun Holdings Limited (www.soufun.com), China's leading real estate Internet business, with existing operations in 29 of China's largest cities. With an existing stake of 15% for US$22.5 million, Trader will be able to increase its stake to between 45% and 100% according to a series of call options for a maximum total investment of approximately US$ 200 million.

Shou di Shou (China): in July 2005, the Company increased its stake in Shou di Shou, a leading classifieds business based in Beijing and Harbin, to 55.0% (US$2.5 million paid for the additional 15% acquired). Shou di Shou plans to launch its print classified business in Shanghai in October and to develop progressively its online classifieds business across China.

About Trader Classified Media's Shares

- Total number of outstanding shares (A and B shares): 94,832,216

- Listing: Paris Stock Exchange Eurolist (Euronext)

- Joined the S.R.D. (Service de Reglement Differe) in January 2005

Please also see the attachments:

- Operating and Financial Review

- Condensed Consolidated Balance Sheets

- Condensed Consolidated Statements of Operations

- Condensed Consolidated Statements of Cash Flows

- Note on the adoption of International Financial Reporting Standards (IFRS)

About Trader Classified Media

Trader Classified Media (www.trader.com) is a leader in classified advertising, providing services and solutions to both professional and individual buyers and sellers through multiple media channels including Internet, print, telephone, SMS and direct mail. The Company produces 615 print titles, with 10 million readers per week, and hosts 54 websites, with 16 million unique monthly visitors (excluding SouFun's traffic of 12 million unique monthly visitors).

The Company was founded in 1987 and today employs 7,700 people in 21 countries. Trader Classified Media is listed on Euronext (Paris Stock Exchange Eurolist) and is part of the SRD (ISIN code: NL0000233187 and Reuters code: TRD). Trader Classified Media is a member of ICMA (International Classified Media Association).

Forward-Looking Statements

Some of the statements in this document are forward-looking. Forward-looking statements include statements regarding the intent, belief and current expectations of the Company or its officers with respect to various matters. When used in this document, the words "expects," "believes," "anticipates," "plans," "may," "will," "should" and similar expressions, and the negatives thereof, are intended to identify forward-looking statements. Such statements are not promises or guarantees, and are subject to risks and uncertainties that could cause actual outcome to differ materially from those suggested by any such statements. Those factors include, but are not limited to risks or uncertainties relating to the control of our company by a small group of shareholders, our highly competitive industry, our ability to make and integrate acquisitions, our ability to obtain financing for acquisitions and other needs on terms acceptable to us, political and economic conditions of the countries in which we operate including those located in Asia and Eastern Europe, the currencies in which we do business, our ability to remit funds freely from the jurisdictions where we operate, our ability to manage our foreign exchange exposures, our dependence on our management team, our ability to attract and retain key sales staff, our content, our brands, our dependence on advertising including print and online advertising, our ability to expand our online activities, our dependence on the growth of internet usage, as well as general economic and market conditions.

These forward-looking statements speak only as of the date of this document. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any forward-looking statement is based.



Media & Investor Relations Contact Information

PARIS LONDON
CICOMMUNICATION Abchurch Communications Ltd
Contact: Stephanie Gruter Contact: Julian Bosdet
Tel: +33 (0) 1 47 23 90 48 Tel: +44 (0)207 398 7700
E-mail: gruter@cicommunication.com E-mail:
julian.bosdet@abchurch-group.com

Other Contact Information

Morgan Stanley
Menlo Park Office
2725 Sand Hill Road
CA 94025 USA
Tel: +1 650 234 5500
Paul Chamberlain
Colm Callan


Trader Classified Media N.V.
Operating and Financial Review


We are pleased to present the unaudited condensed consolidated financial results of Trader Classified Media N.V. and its subsidiaries for the six-month periods ended June 30, 2004 and 2005.

The financial statements for both periods have been prepared on the basis of the IFRS standards and interpretations published and adopted by the European Union at the date of this report and on IAS / IFRS applicable as of December 31, 2005, as anticipated by the Group. The impacts of the transition to IFRS are presented in the separate financial communication "Adoption of International Financial Reporting Standards (IFRS)", dated September 15, 2005 and available at the AMF and on the Company's website.

During the first half 2004, the Group sold its operations in Australia (March 2004) and Sweden (March 2004), its printing operation in Canada and discontinued its Computer Paper publication (June 2004) in Canada. In accordance with IFRS,

(i) the results from disposed and discontinued operations have been reclassified in "Income from discontinued operations" for the year 2004 in the Income Statement and,

(ii) the Statement of Cash Flows for 2004 includes the contribution of disposed and discontinued operations until the date of disposal.

This interim report contains statements regarding future events or conditions that may or may not be accurate in the future. You should refer to the risks identified in the "Forward Looking Statements" section of this interim report.

Company Background

We are a leading facilitator of consumer-to-consumer and business-to-consumer transactions through our print and online classified advertising properties. Our print and online properties facilitate local, regional and national commerce by serving as a marketplace where consumers and businesses, including car dealers, real estate and employment agencies, advertise goods or services for sale and where consumers reach these sellers to purchase these items. The Company generates its revenues in all categories of classified advertising, including automobile, real estate, employment, boats and others. Through our integrated print and online strategy, we offer buyers and sellers a comprehensive and targeted way to perform transactions. Our leading properties include trusted brand names such as La Centrale in France, Segundamano and Infojobs in Spain, Auto Trader and Buy and Sell in Canada, Secondamano and Piu Case in Italy, Iz Ruk v Ruki in Russia and the CIS and Expressz in Hungary.

Since the founding of the Company in June 1987, we have grown and diversified our business from three publications in Canada to more than 615 publications and 54 websites in 21 countries as of June 2005, including Canada, France, Hungary, Italy, Russia and the CIS, and Spain and Latin America. Our online activities continue to grow strongly both in content and in traffic, with an increase in Unique Monthly Visitors from 11.0 million in December 2004 to 16.0 million in June 2005.

Currency Fluctuations in 2005

The first half of 2005 has been impacted by contrasted currencies variations with the appreciation of the Canadian dollar and Hungarian forint against the euro, and the strengthening of Euro against US dollar and to a lesser extent the Russian Rouble. While profitability ratios are marginally impacted since revenues and expenses of each operation are usually generated in the same currency, currency fluctuations impacted the performance of the first six months 2005, expressed in euros, of operations outside the euro zone, with a global positive impact of 0.6% on the total group revenues.

Below is the list of the most significant non-euro currencies, in which more than 50% of our consolidated revenues were generated in the first half of 2004 and of 2005:



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Average Average % %
1 euro equals rate Rate Change revenues
S1 2004 S1 2005 in currency
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Canadian Dollar (CAD) 1.63 1.58 (3.1)% 20.4%
Russian Rouble (RUR) 35.16 35.86 2.0% 21.6%
Hungarian Forint (HUF) 254.50 248.34 (2.4)% 8.1%
United States Dollar (USD) 1.22 1.28 4.9% 2.5%
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Consolidated Revenues

We have historically generated print revenue from four principal sources, which vary in importance depending on the individual publication:

- Classified advertisements, both professional and private,

- Commercial display advertisements,

- Circulation, and

- Services and other.

Our online distribution channel generates revenue primarily through:

- The sale of classified listings, banners and other advertisements,

- Fees from professional advertisers for links that provide consumers direct access to our searchable databases for product offerings of automobile dealers, real estate agents and other merchants,

- Commissions on complementary products and services.

We typically offer consumer advertisers a bundled product offering consisting of print and online advertisements.

Consolidated revenues increased EUR 35.3 million, or 17.8%, from EUR 197.9 million in the first half-year 2004 to EUR 233.2 million in the first half-year 2005. Excluding exchange rate impact, total revenue growth was 17.2%, including 5.2% for organic growth. We define organic growth as growth excluding exchange rate impact and the results of acquisitions and disposals for 12 months until a like month is included in the previous year's base.

Revenues by Region

Consistent with our internal presentation of revenues by geographical areas (please refer to note 3 of the financial statements), our revenues by region are as follows:



In EUR millions
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S1 S1 Growth Growth at Organic
Region 2004 2005 % constant Growth
exchange rate %
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North America 48.2 53.4 10.8% 8.2% 7.9%
Russia & the CIS 45.0 50.4 12.0% 14.3% 14.3%
Spain & Latin
America 37.1 56.0 50.9% 51.1% 6.4%
France 22.3 21.4 (4.0%) (4.0%) (4.0%)
Hungary 19.5 18.9 (3.1%) (5.1%) (5.1%)
Italy &
Switzerland 15.1 18.1 19.9% 20.3% 1.0%
Other 10.7 15.0 40.2% 34.7% (4.2)%
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Total Revenues 197.9 233.2 17.8% 17.2% 5.2%
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The increase in our first half 2005 consolidated revenues includes changes in:

- North America - an increase of EUR 5.2 million, from EUR 48.2 million in the first half 2004 to EUR 53.4 million in the first half 2005. Excluding exchange rate impact, total growth was 8.2% and organic growth was 7.9%. Strong growth in the vehicle and real estate sectors and the deployment of successful print and online professional solutions are driving these increases,

- Russia and the CIS - an increase of EUR 5.4 million, from EUR 45.0 million in the first half 2004 to EUR 50.4 million in the first half 2005. Excluding exchange rate impact, total and organic growth were 14.3%. This increase was driven in the first semester mainly by the expansion in new cities of our leading publication, Iz Ruk v Ruki, throughout Russia and the CIS, the development of specialized magazines, and the positive impact of investments in the call-centers,

- Spain & Latin America - an increase of EUR 18.9 million, from EUR 37.1 million in the first half 2004 to EUR 56.0 million in the first half 2005. Excluding exchange rate impact, total growth of 51.1% was driven by the impact of the 2004 acquisitions of Anuntis/Primerama in Barcelona in July and of a 60% interest in Infojobs in May. The organic growth of 6.4% reflects the first benefits of the merger of Anuntis and Segundamano, the strong deployment of the online business and a steady growth of the Latin American operations,

- France - a decrease of EUR 0.9 million, from EUR 22.3 million in the first half 2004 to EUR 21.4 million in the first half 2005. Total growth and organic growth of negative 4.0% result from soft advertising market conditions and decrease in print circulation partly offset by strong growth of Internet activity both in terms of traffic and content on the "Lacentrale.fr" website.

- Hungary - a decrease of EUR 0.6 million from EUR 19.5 million in the first half 2004 to EUR 18.9 million in the first half 2005. Excluding exchange rate impact, total growth and organic growth was a negative 5.1%, primarily resulting from soft market conditions in automotive and real estate sectors and from negative changes in tax regulations,

- Italy & Switzerland - an increase of EUR 3.0 million from EUR 15.1 million in the first half 2004 to EUR 18.1 million in the first half 2005. Excluding exchange rate impact, total growth was 20.3%, mainly as a result of the acquisitions of Primo Pentagono in 2004 and the website "annuncigratuiti.it" in March 2005. The organic growth of 1.0% resulted from the increase in display and circulation revenues and confirms the progress made during the second semester in 2004.

- Other operations, include Taiwan, The Netherlands, Poland, Croatia and Netclub (online dating activities in France and Canada). The increase in revenues of EUR 4.3 million from EUR 10.7 million in the first half 2004 to EUR 15.0 million in the first half 2005 primarily reflects the positive impact of the acquisition of Oglasnik in Croatia, and the strong online development of Netclub and the Polish operation, offset by soft conditions in the Dutch market.

Revenues by Business segment

In addition to the geographical analysis, we monitor our activity in two business segments, print and online.



In EUR millions
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S1 S1 % Organic
Print Revenues 2004 2005 Change Growth
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Classified ads - Private 21.4 21.8 1.9% (2.5)%
Classified ads - Professional 33.6 36.3 8.0% 5.3%
Display 80.4 98.2 22.1% 6.2%
Circulation 36.2 39.6 9.4% (3.2)%
Services and other 7.3 7.3 0.0% (1.8)%
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Total Print Revenues 178.9 203.2 13.6% 2.8%
Online Revenues 19.0 30.0 57.9% 27.8%
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Total Revenues 197.9 233.2 17.8% 5.2%
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Print revenues increased EUR 24.3 million, or 13.6% from EUR 178.9 million in the first half-year 2004 to EUR 203.2 million in the first half-year 2005. Excluding exchange rate impact, total growth was 13.1% including organic growth of 2.8% driven by strong performance in the professional areas.

Online revenues increased EUR 11.0 million, or 57.9%, from EUR 19.0 million in the first half of 2004 to EUR 30.0 million in the first half of 2005. Excluding exchange rate impact, total growth was 56.0% including an organic growth of 27.8%. The principal sources of online revenues for 2005 were listing fees with EUR 12.1 million (or 40.3%), professional solutions with EUR 11.9 million (or 39.7%) and banner ads and other with EUR 6.0 million (or 20.0%).

Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)

The key operating indicator that we use to measure the performance of our geographical operating units (which are on a region level) is a financial measure, not defined by IFRS, known as "EBITDA" and that we define as operating profit before depreciation, amortization, non-cash compensation expense and other operating income and expense. We describe this key operating measure as Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA").

We present EBITDA because we believe that it is a widely accepted financial indicator of a company's ability to incur and service debt. However, EBITDA (a) is not intended to be a performance measure that should be regarded as an alternative to, or more meaningful than, operating profit or net earnings, as an indicator of operating performance or cash flow from operations, as a measure of liquidity, (b) is not intended to represent funds available for dividends, reinvestment or other discretionary uses and (c) should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

Operation EBITDA

Operation EBITDA is operating profit before depreciation, amortization, non-cash compensation expense and other operating income and expense computed at the operation level and reflects the operating performance of our operations before corporate costs.

Operation EBITDA increased by EUR 8.1 million, or 14.5%, from EUR 55.9 million in the first half 2004 to EUR 64.0 million in the first half 2005. Excluding exchange rate impact, total growth was 14.1% and organic growth was 6.8%. On a like-for-like basis, Operation EBITDA margin increased from 26.9% in the first half 2004 to 27.4% in the first half 2005.

The increase in operation EBITDA by region in the first half of 2005 versus the first half of 2004 is explained as follows:



In EUR millions
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S1 S1 % Organic S1 2004 S1 2005
Geographic Segment 2004 2005 change growth% EBITDA EBITDA
Margin % Margin %
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North America 14.1 16.3 15.6% 12.7% 29.3% 30.5%
Russia & the CIS 19.3 20.3 5.2% 7.1% 42.9% 40.3%
Spain & Latin America 8.8 12.3 39.8% 13.0% 23.7% 22.0%
France 6.0 6.4 6.7% 5.5% 27.0% 29.9%
Hungary 4.7 4.1 (12.8%) (14.8%) 23.9% 21.7%
Italy & Switzerland 2.8 2.6 (7.1%) (23.6%) 18.8% 14.4%
Other 0.2 2.0 900.0% 261.5% 1.6% 13.3%
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Operation EBITDA 55.9 64.0 14.5% 6.8% 28.2% 27.4%
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Operation EBITDA in the first half-year 2005 includes changes in:

- North America - an increase of EUR 2.2 million, from EUR 14.1 million in the first half 2004 to EUR 16.3 million in the first half 2005 driven primarily by the strong revenue performance and increased efficiency of both print and online business in Canada. As a result, Operation EBITDA margin reached 30.5% in the first half 2005 from 29.3% in the first half 2004,

- Russia & the CIS - an increase of EUR 1.0 million, from EUR 19.3 million in the first half 2004 to EUR 20.3 million in the first half 2005 resulting from the development of all region throughout Russia and CIS. Operation EBITDA margin remained strong at 40.3% in the first half 2005 compared to 42.9% in the first half 2004 but was negatively impacted by the investments in the regional expansion,

- Spain & Latin America - an increase of EUR 3.5 million, from EUR 8.8 million in the first half 2004 to EUR 12.3 million in the first half 2005, resulting from acquisitions of Infojobs and Anuntis / Primerama as well as strong revenue performance and efficiencies in the cost structure of the Spanish online activities. Operation EBITDA margin for the region slightly decreased to 22.0% in the first half 2005 from 23.7% in the first half 2004, due to the integration of Anuntis which currently generates lower margin. On a like-for-like basis, EBITDA margin for the region increased from 20.2% in the first half 2004 to 22.0% in the first half 2005,

- France - an increase of EUR 0.4 million, from EUR 6.0 million in the first half 2004 to EUR 6.4 million in the first half 2005, due to increased production efficiencies and the growing importance of the online business, which enjoys higher margin. As a result, operation EBITDA margin reached 29.9% in the first half 2005 from 27.0% in the first half 2004,

- Hungary - a decrease of EUR 0.6 million, from EUR 4.7 million in the first half 2004 to EUR 4.1 million in the first half 2005, directly related to the soft revenue performance of Expressz but partly offset by the recovery of Kisokos. As a result, Operation EBITDA margin decreased from 23.9% in the first half 2004 to 21.7% in the first half 2005,

- Italy & Switzerland - a decrease of EUR 0.2 million, from EUR 2.8 million in the first half 2004 to EUR 2.6 million in the first half 2005 which reflects the strong investments in sales, marketing and call centers related to the integration of newly acquired businesses. As a result, operation EBITDA margin decreased from 18.8% in the first half 2004 to 14.4% in the first half 2005,

- Other - an increase of EUR 1.8 million from EUR 0.2 million in the first half 2004 to EUR 2.0 million in the first half 2005, mainly resulting from the strong performance of the Croatian business acquired in July 2004 and the improvement of Netclub results.

The comparative results of Operation EBITDA by business segments for the first half 2005 versus the first half 2004 are as follows:



In EUR millions
---------------------------------------------------------------------
Business June 30, June 30, Growth Growth % Growth S1 2005
Segment 2004 2005 % at constant EBITDA
(6 months) (6 months) exchange Margin %
rate
---------------------------------------------------------------------
Operation
print
EBITDA 49.7 53.7 4.0 8.0% 7.7% 26.4%
Operation
online
EBITDA 6.2 10.3 4.1 66.1% 65.4% 34.3%
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Operation
EBITDA 55.9 64.0 8.1 14.5% 14.1% 27.4%
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Operation print EBITDA increased by EUR 4.0 million, or 8.0%, from EUR 49.7 million in the first half 2004 to EUR 53.7 million in the first half 2005. Organic growth for our Operation print EBITDA increased by 3.3% in the first half 2005, primarily due to the combined effect of increased sales efficiencies and strong cost control. Operation print EBITDA margin decreased slightly at 26.4 % versus 27.8% in the first half of 2004, primarily as a result of the integration of Anuntis in Spain. On a like-for-like basis, Operation print EBITDA margin remained stable at 26.4% in the first half 2005 versus 26.5% in the first half 2004.

Operation online EBITDA improved by EUR 4.1 million, from EUR 6.2 million in the first half 2004 to EUR 10.3 million in the first half 2005. This improvement was primarily due to an increase in online revenues of EUR 11.0 million through the acquisition of an internet-only employment site in Spain, Infojobs, the implementation of new offers and the strong development of content and traffic on our websites. This traffic is increasingly being converted into listing fees and other monetised transactions. In spite of specific investment and marketing expenditures to increase traffic in the online channel, Operation online EBITDA margin increased to 34.3% in the first half 2005 from 32.5% in the first half 2004. On a like-for-like basis, Operation online EBITDA margin increased from 30.3% in the first half 2004 to 34.3% in the first half 2005.

Corporate costs

Corporate costs were reduced by EUR 0.3 million, or 3.6%, from EUR 8.3 million in the first half 2004 to EUR 8.0 million in the first half 2005 due to our ongoing cost control efforts and the streamlining of our corporate structure following the sale of assets in early 2004, partly offset by the development of internet competency centers (Warsaw, Barcelona & Vancouver) in early 2005. Corporate costs, as a percentage of revenues, decreased from 4.2% in the first half 2004 to 3.4% in the first half 2005.

Consolidated EBITDA

Consolidated EBITDA is calculated as Operation EBITDA less corporate costs. Comparative consolidated EBITDA results for the first half 2005 versus the first half 2004 are as follow:



In EUR millions

June 30, June 30, Growth Growth S1 2005
2004 2005 % EBITDA
(6 months) (6 months) Margin %
---------------------------------------------------------------------
Operation EBITDA 55.9 64.0 8.1 14.5% 27.4%
Corporate costs (8.3) (8.0) 0.3 (3.6%) (3.4)%
---------------------------------------------------------------------
Consolidated
EBITDA 47.6 56.0 8.4 17.6% 24.0%
---------------------------------------------------------------------
---------------------------------------------------------------------


Consolidated EBITDA increased by EUR 8.4 million, from EUR 47.6 million in the first half 2004 to EUR 56.0 million in the first half 2005, a growth of 17.6%. Excluding exchange rate impact, organic growth in Consolidated EBITDA reached 8.7%, driven by an improvement of both Operation EBITDA and Corporate costs. On a like-for-like basis, consolidated EBITDA margin increased from 23.1% in the first half 2004 to 24.0% in the first half 2005.

Operating Profit

Operating profit improved by EUR 7.4 million from EUR 38.8 million in the first half 2004 to EUR 46.2 million in the first half 2005, an increase of 19.1%.

This increase results from the strong growth in revenues. Operating expenses, including raw materials and consumables, employees expenses and other external expenses increased by 17.9% in line with revenue growth to reach a total of EUR 177.2 million for the first half 2005.

Depreciation and amortization increased by EUR 0.9 million, or 11.4 %, to EUR 8.8 million in the first half 2005. The increase primarily reflects the increase in the amortization of intangible assets for EUR 1.0 million following the acquisitions completed in 2004, with a full half-year impact in 2005. Depreciation represents 1.4% of total revenues in the first half 2005 compared to 1.6% in the first half 2004, reflecting tight monitoring of capital expenditures.

Operating profit was impacted by an impairment charge of EUR 0.7 million related to one of the tradenames in our Taiwanese operations, partly offset by the net gain on the sale of a building in Spain. Excluding these items, operating profit increased by 19.8%.

Financial expense

The net financial expense increased by EUR 6.5 million from EUR 10.3 million in the first half 2004 to EUR 16.8 million in the first half 2005, as detailed below:



In EUR millions
---------------------------------------------------------------------
June 30, June 30, Change Change
2004 2005 %
(6 months) (6 months)
---------------------------------------------------------------------
Financial income 1.0 0.2 (0.8) (80.0)%
Cost of debt (8.1) (11.4) (3.3) 40.7%
Non-cash interest on
minority interest put options (1.7) (3.4) (1.7) 100.0%
Share of profit of associates - (0.4) (0.4) -
Foreign exchange and other (1.5) (1.8) (0.3) 20.0%
---------------------------------------------------------------------
Total financial net expense (10.3) (16.8) (6.5) 63.1%
---------------------------------------------------------------------
---------------------------------------------------------------------


The cost of debt increased by EUR 3.3 million as a result of the increase in net senior borrowings of EUR 120.5 million. During the same periods, interest on senior debt decreased from approximately 6.30% for the first half of 2004 to approximately 5.93% for the first half of 2005.

Interest on put options accounts for the unwinding of the discount of the financial liabilities relating to the put options granted to minority shareholders (Please refer to note 1.9 of the condensed financial statements). The increase of EUR 1.7 million results from the full half-year impact in 2005 of the put options granted to the minority shareholders of Infojobs and Anuntis in Spain, respectively in May and July 2004.

Share of profit of associates reflects the prorata share of net result of the group investment in Infojobs Italia (Please refer to note 1.2 of the condensed financial statements).

Net Income

Net income decreased by EUR 222.0 million from EUR 240.6 million in the first half 2004 to EUR 18.6 million in the first half 2005. This decrease is essentially driven by the discontinued operations in 2004, which impacted positively net income by EUR 225.7 million. Excluding the income from discontinued operations, income from continuing operations increased 24.8%, or EUR 3.7 million, from EUR 14.9 million in the first half 2004 to EUR 18.6 million in the first half 2005. This reflects the increase in operating profit and reduced tax expense, partly offset by the increase in financial expenses.

Earnings per share decreased from EUR 2.56 for the first half 2004 to EUR 0.15 for the first half 2005 Excluding income from discontinued operations, basic earnings per share and diluted earnings per share, using the treasury stock method, increased by 15.4% from EUR 0.13 to EUR 0.15.

Liquidity and Capital Resources

Historically, our working capital requirements have been minimal, and cash flow from operations has been sufficient to finance our operations and capital expenditures. Acquisitions have been financed both with bank borrowings and the excess cash generated by our operating activities.

Following the sale of the Australian operations, the Group renegotiated its bank facilities. On April 30th, 2004, the Group entered into new credit facilities to refinance existing debt and provide the Company with the flexibility to develop its activities and pursue strategic acquisitions in its key markets. Including the additional credit facility entered into November 2004, the Company's credit facilities provided approximately EUR 468.3 million of financing as of June 30, 2005, including fully drawn facilities at that date of EUR 367.8 million, available acquisition lines of EUR 54.1 million and available revolving lines of EUR 46.5 million. The drawn facilities had interest margins ranging from 200 bps to 375 bps over InterBank Offered Rate, subject to periodical adjustments based on coverage ratios.

In July 2005, the Group entered into a new credit facility for a total of EUR 750 million, replacing the three outstanding senior facilities. This new credit facility provides significant improvement in financial conditions and allows considerably greater operating flexibility. Total drawings include an amortizing term loan tranche of EUR 350 million used to refinance previous senior facilities, a term loan of EUR 200 million for acquisition and a multicurrency revolving facility of EUR 200 million (Please refer to note 6 of the financial statements).

Cash remitted from our operating subsidiaries to our holding companies in the Netherlands consists of the payment of management fees, intercompany loans and related interest, dividends, and in certain instances, the repayment of capital. The nature of these remittances generally depends on the most tax-efficient vehicle for each country and is subject to local laws and regulations. We received net dividends of EUR 9.0 million from our Russian operations in the first half-year 2005.

As of June 30, 2005, we had available cash of EUR 51.0 million, gross indebtedness of EUR 497.6 million, resulting in a net debt balance of EUR 446.6 million. This compares to a net debt balance of EUR 450.5 million as of December 31, 2004, as follows:



In EUR millions
---------------------------------------------------------------------
December 31, June 30,
2004 2005
---------------------------------------------------------------------
Senior debt facilities 369.6 367.8
Deferred acquisition debt and other debt 6.7 7.7
Bank overdrafts 0.3 0.9
Fair value of derivative financial
instruments 2.2 2.7
Less deferred financing fees (17.2) (16.3)
Less cash and equivalents (42.5) (51.0)
---------------------------------------------------------------------
Financial net indebtedness before
liability related to put options 319.1 311.8
Financial liability related to minority
interest put options 131.4 134.8
---------------------------------------------------------------------
Financial net indebtedness 450.5 446.6
---------------------------------------------------------------------
---------------------------------------------------------------------


Under the terms of some purchase agreements, the Group is committed to acquiring the interests owned by minority shareholders in consolidated subsidiaries, if these minority interests wish to sell their investments. Pursuant to IAS 32, "Financial Instruments: Disclosure and Presentation", the value of such put option has been presented as financial liability on the balance sheet for the discounted value of the expected exercise price of the option, notwithstanding the ability at Company's election to settle part of these obligations through company's shares and not cash. In computing this liability, the Group assumed the exercise of the put-option when possible under the respective agreement.

As at June 30, 2005, the maturity of this financial liability related to minority interest put options, as estimated by the Group, is as follows:



Year ending
December 31
--------------------------------------------

2005 0.5
2006 - 2007 18.9
2008 and after 115.4
--------------------------------------------
Total 134.8
--------------------------------------------


The decrease in financial net indebtedness results from cash generated from operations for EUR 33.4 million, partly used to finance capital expenditures for EUR 7.5 million, acquisitions for EUR 3.2 million and net repayments of borrowings for EUR 15.1 million. Net change in the financial liability related to put options amounts to EUR 3.4 million, as a result of the unwinding of the discount.

Almost all of the drawn debt has been denominated in currencies identical to the operations in which the debt has been placed. This has the effect of naturally hedging the senior debt by matching interest and principal repayments with local currency cash-flows.

Since inception of the debt, we entered into interest rate hedging instruments to swap the floating rate component of our interest payments with fixed rate payments. Accordingly, 65% of the outstanding debt was hedged for a period of one to three years at end of June 2005. This included 87% of the Canadian facility at an average cost of financing of 6.83% and 70% of our European facility at an average cost of financing of 5.51%. As result of our hedges, the total debt of EUR 367.8 million had a blended interest rate of approximately 5.93% as of June 30, 2005. Further to the July 2005 refinancing process, the Group entered into new instruments with the objective to hedge more than 75% of the drawn term loans.

Cash Flows

The statement of Cash Flows for the half-year 2005 is not comparable to that of 2004 since the latter includes cash generated by disposed and discontinued operations until the date of sale or discontinuation.

Cash flow from operations increased by 9.2% from EUR 30.6 million in the first half of 2004 to EUR 33.4 million in the first half of 2005. Excluding the impact of discontinued operations, the increase was 12.8% in spite of negative change in working capital balances due to the strong revenue increases in May and June 2005.

Capital expenditures for property, plant and equipment have slightly increased from EUR 6.2 million for the first half of 2004 (3.1% of revenues) to EUR 7.5 million for the first half 2005 (3.2% of revenues). Capital expenditures increases were primarily invested in website developments and back office solutions, reflecting our strong focus on online activities .

We define Free Cash Flow as cash generated from operating activities after interest, taxes and cash paid for capital expenditures. We use Free Cash Flow as a measure of cash available for acquisitions and debt repayment. Our Free Cash Flow reached EUR 25.9 million for the first half of 2005 compared to EUR 24.4 million for the first half of 2004, representing 11.1% of revenues.

Cash flows provided by investing activities decreased by EUR 377.8 million from a positive EUR 367.5 million for the first half of 2004 to a negative EUR 10.3 million in the first half 2005. The net cash received in 2004 from the divestitures of EUR 390.4 million primarily accounts for this decrease.

Cash paid for acquisitions of EUR 3.2 million in the first half of 2005 includes the purchase of the Italian website www.annuncigratuiti.it for EUR 0.9 million and other small acquisitions and deferred acquisition payments totaling EUR 2.3 million.

Cash flows used in financing activities of EUR 17.0 million for the first half 2005 primarily results from the net repayment of senior debt borrowing for EUR 15.1 million and dividend paid to minority interest for EUR 3.1 million.

Potential changes in accounting principles

The financial information for the half-year 2005 and for the year 2004, have been prepared based on standards and interpretations adopted and published by the European Union at the date of this report and on standards and interpretation applicable as of December 31, 2005, as anticipated by the Group. Accordingly, the 2004 and half year 2005 financial information as currently published is potentially subject to changes before the publication of the year-ended December 31, 2005 financial statements.

Outlook

Our print activities are well established and generate consistent revenue growth and strong cash flows. In addition, for the past two years, our online activities have been developing at a higher pace, generating higher EBITDA margins than the print activities. We believe the Group is positioned for solid growth in revenues and increased profitability. For the second half 2005, the Company expects its Internet organic growth to be above 30%, which is expected to drive total organic growth of between 6% and 8%. The Company also anticipates an improvement of its EBITDA margin in the second half 2005 to between 24% and 25%.

Forward Looking Statements

Some of the statements in this document are forward-looking. Forward-looking statements include statements regarding the intent, belief and current expectations of the Company or its officers with respect to various matters. When used in this document, the words "expects," "believes," "anticipates," "plans," "may," "will," "should" and similar expressions, and the negatives thereof, are intended to identify forward-looking statements. Such statements are not promises or guarantees, and are subject to risks and uncertainties that could cause actual results to differ materially from those suggested by any such statements. Those factors include, but are not limited to risks or uncertainties relating to the control of our company by a small group of shareholders, our highly competitive industry, our ability to make and integrate acquisitions, our ability to obtain financing for acquisitions and other needs on terms acceptable to us, our ability to identify, enter and expand in high growth potential markets, political and economic conditions of the countries in which we operate including Russia, Eastern Europe and Asia, the currencies in which we do business, our ability to remit funds freely from the jurisdictions where we operate, our ability to manage our foreign exchange exposures, our dependence on our management team, our workforce requirements, our content, our brands, our dependence on advertising including print and online advertising, our ability to expand on the Internet profitably and our dependence on the growth of Internet usage, as well as general economic and market conditions.

These forward-looking statements speak only as of the date of this document. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any forward-looking statement is based.



Trader Classified Media N.V.
Condensed Consolidated Balance Sheets
(euros in millions)

December 31, June 30,
2004 2005
(Audited) (Unaudited)
-------------------------------

ASSETS

Non-current assets:
Property, plant and equipment 31.8 34.9
Goodwill 419.5 435.1
Goodwill related to put options 75.2 73.9
Intangible assets 186.2 190.6
Investments in associates 0.5 2.8
Deferred income tax assets 12.4 8.3
Other non-current assets 1.8 2.4
-------------------------------
Total non-current assets 727.4 748.0

Current assets:
Trade receivables 43.3 51.2
Other receivables 13.6 15.3
Other assets 14.4 17.1
Cash and cash equivalents 42.5 51.0
-------------------------------
Total current assets 113.8 134.6
-------------------------------
TOTAL ASSETS 841.2 882.6
-------------------------------
-------------------------------

EQUITY AND LIABILITIES

Equity attributable to equity
holders of the parent:
Share capital 79.0 79.1
Other reserves 499.5 502.7
Retained earnings (373.9) (359.4)
Currency Translation Adjustment
and Other (0.7) 7.2
-------------------------------
203.9 229.6
Minority interests 1.4 1.3
-------------------------------
TOTAL EQUITY 205.3 230.9

Non-current liabilities:
Long term debt 336.8 330.6
Financial liability related to
minority interest put options 131.4 134.8
Other long term liabilities 3.0 3.6
Deferred income tax liabilities 55.2 54.3
Provisions for other liabilities
and charges 3.6 3.8
-------------------------------
Total non-current liabilities 530.0 527.1

Current liabilities
Trade and accrued payables 44.6 50.9
Social and fiscal liabilities 30.5 34.1
Current portion of long term debt 22.6 29.5
Deferred revenues 8.2 10.1
-------------------------------
Total current liabilities 105.9 124.6

TOTAL LIABILITIES 635.9 651.7
-------------------------------

TOTAL EQUITY AND LIABILITIES 841.2 882.6
-------------------------------
-------------------------------

See notes to condensed consolidated financial statements.


Trader Classified Media N.V.
Condensed Consolidated Income Statements
(euros in millions, per share amounts)

June 30, December 31, June 30,
2004 2004 2005
(unaudited) (audited) (unaudited)
-----------------------------------------

Revenues 197.9 413.3 233.2

Operating costs and expenses:
Raw materials and consumables (14.4) (29.8) (16.4)
Other external expenses (81.3) (149.6) (97.9)
Employee benefit expenses (54.6) (130.8) (62.9)
Non-cash compensation expense (0.9) (1.8) (0.7)
Depreciation and Amortization (7.9) (16.7) (8.8)
Other operating income and
expense - (6.4) (0.3)
-----------------------------------------

Operating profit 38.8 78.2 46.2

Financial income 1.0 1.3 0.2
Cost of debt (8.1) (21.0) (11.4)
Non-cash interest on
minority interest put options (1.7) (4.9) (3.4)
Share of profit of associates - - (0.4)
Foreign exchange and other (1.5) (0.4) (1.8)
-----------------------------------------
Net financial expense (10.3) (25.0) (16.8)
-----------------------------------------

Income from continuing
operations before
income taxes 28.5 53.2 29.4

Income tax expense (13.6) (20.6) (10.8)
-----------------------------------------

Income from continuing
operations 14.9 32.6 18.6

Discontinued operations,
net of taxes 225.7 223.2 -

Net income 240.6 255.8 18.6
-----------------------------------------
-----------------------------------------

Attributable to:
Equity holders of the Group 237.9 249.2 14.5
Minority interest 2.7 6.6 4.1
-----------------------------------------
-----------------------------------------

Basic income per common share:
Income from continuing
operations 0.13 0.28 0.15
Income from discontinued
operations 2.43 2.39 0.0
Net income attributable to
the Group 2.56 2.67 0.15

Diluted income per common share
Income from continuing operations 0.13 0.27 0.15
Income from discontinued
operations 2.34 2.29 0.0
Net income attributable to
the Group 2.47 2.56 0.15

See notes to condensed consolidated financial statements


Trader Classified Media N.V.
Condensed Consolidated Statements of Cash Flows
(euros in millions)

Jun 30, Dec 31, June 30,
Year/Half-year ended 2004 2004 2005
(unaudited) (audited) (unaudited)
-----------------------------------------

Operating activities:
Net income attributable to
equity holders of the group 237.9 249.2 14.5
Adjustments to reconcile net
income to net cash flow
provided by operating activities:
Minority interest 2.7 6.6 4.1
Amortization, deferred
financing fees 3.2 2.1 3.3
Amortization, other
intangible assets 4.7 11.4 5.6
Depreciation, PPE 3.2 6.9 3.2
Provision for doubtful accounts 1.6 4.0 1.8
Unwinding of discounted financial
liability related to put options 1.7 4.9 3.4
Unrealised foreign exchange (gain) (2.1) (1.3) (2.0)
Non-cash income tax 4.1 2.1 2.2
Net loss from equity investment - - 0.4
Impairment charge - 6.4 0.7
Non-cash compensation expense 1.0 1.9 0.7
Non-cash interest and other 0.5 3.1 (0.2)
Gain on sales of assets (230.0) (230.8) (0.3)
Net change in working capital
balances and other 2.1 (2.7) (4.0)
-----------------------------------------
Net cash provided by operating
activities 30.6 63.8 33.4
-----------------------------------------

Investing activities:
Cash paid for investments (0.4) (0.1) (0.2)
Cash received from sale of
assets 392.2 390.4 0.6
Cash paid for property,
plant and equipment (6.2) (14.4) (7.5)
Cash paid for acquisitions,
net of cash acquired (18.1) (62.2) (3.2)
-----------------------------------------
Cash provided by investing
activities 367.5 313.7 (10.3)
-----------------------------------------

Financing activities:
Cash received from borrowings 135.8 288.8 8.3
Repayments on borrowings (184.7) (217.9) (23.4)
Cash paid for financing costs (6.2) (16.3) (2.2)
Cash received from capital
shares issued 5.6 7.4 2.7
Distributions to shareholders
and dividends paid to minority
interest (409.3) (492.8) (3.1)
Increase in bank overdraft
balances (0.1) 0.1 0.7
-----------------------------------------
Cash used in financing
activities (458.9) (430.7) (17.0)
-----------------------------------------

Effect of exchange rate
changes on cash and cash
equivalent 0.8 (0.6) 2.4
-----------------------------------------

Increase (Decrease) in
cash and cash equivalents (60.0) (53.8) 8.5
-----------------------------------------

Cash and cash equivalents
at beginning of period 96.3 96.3 42.5


Cash and cash equivalents
at end of period 36.3 42.5 51.0
-----------------------------------------
-----------------------------------------

See notes to condensed consolidated financial statements.


Trader Classified Media N.V.
Consolidated Statement of Shareholders' Equity
(euros in millions)

---------------------------------------------------------------------
---------------------------------------------------------------------
Additional Paid-
Share Treasury in Capital and Retained
Capital Shares other reserves Earnings
---------------------------------------------------------------------

As of January
1, 2004 105.6 - 951.2 (623.1)
-----------------------------------------------
Issuance of Class A
Common Shares 0.3 - 7.1 -
Transfer Shares B
to Shares A (26.9) - 26.9 -
Non-cash compensation
expense - - 1.8 -
Net income for year
ended December 31, 2004 - - - 249.2
Exceptional distribution
& dividends to minority
interests - - (487.5) -
Net change related to
cash flow hedges - - - -
Change in consolidation
perimeter - - - -
Net impact of put options
for the year 2004 - - - -
Foreign currency
translation adjustment - - - -
-----------------------------------------------

As of December 31, 2004 79.0 - 499.5 (373.9)
-----------------------------------------------

Issuance of Class A
Common Shares 0.1 - 2.5 -
Repurchase of shares - (0.1) - -
Deferred compensation
expense - - 0.8 -
Net income for the
six-month period
ended June 30, 2005 - - - 14.5
Dividends to minority
interests - - -
Net change related
to cash flow hedges - - - -
Net impact of put
options for the
half-year 2005 - - - -
Foreign currency
translation adjustment - - - -
-----------------------------------------------

As of June 30, 2005 79.1 (0.1) 502.8 (359.4)
-----------------------------------------------

---------------------------------------------------------------------
---------------------------------------------------------------------
Currency Total group Total
Cash-flow Translation Shareholders' Minority Shareholders'
hedges Adjustment Equity Interest Equity
---------------------------------------------------------------------
As of
January 1,
2004 (0.8) - 432.9 2.1 435.0
----------------------------------------------------------
Issuance of
Class A
Common Shares - - 7.4 - 7.4
Transfer Shares
B to Shares A - - - - -
Non-cash
compensation
expense - - 1.8 - 1.8
Net income for
year ended
December 31,
2004 - - 249.2 6.6 255.8
Exceptional
distribution &
dividends to
minority
interests - - (487.5) (5.5) (493.0)
Net change
related to
cash flow
hedges (0.2) - (0.2) - (0.2)
Change in
consolidation
perimeter - - - 44.5 44.5
Net impact of
put options
for the year
2004 - - - (46.2) (46.2)
Foreign
currency
translation
adjustment - 0.3 0.3 (0.1) 0.2
----------------------------------------------------------

As of December
31, 2004 (1.0) 0.3 203.9 1.4 205.3
----------------------------------------------------------

Issuance of
Class A
Common Shares - - 2.6 - 2.6
Repurchase of
shares - (0.1) - (0.1)
Deferred
compensation
expense - - 0.8 - 0.8
Net income for
the six-month
period ended
June 30, 2005 - - 14.5 4.1 18.6
Dividends to
minority
interests - - - (3.1) (3.1)
Net change
related to
cash flow
hedges (0.8) - (0.8) - (0.8)
Net impact of
put options
for the
half-year
2005 - - - (1.3) (1.3)
Foreign
currency
translation
adjustment - 8.7 8.7 0.2 8.9
----------------------------------------------------------

As of June
30, 2005 (1.8) 9.0 229.6 1.3 230.9
----------------------------------------------------------

See notes to condensed consolidated financial statements


Trader Classified Media N.V.

Notes to Condensed Consolidated Financial Statements
(euros in millions, except share and per share amounts)


1. Summary of significant accounting policies

1.1 Basis of Preparation

These interim condensed consolidated financial statements for the six months ended 30 June 2005 have been prepared in accordance with CESR recommendation of December 2003 and the general regulation (art. 221-5) of the Autorite des Marches Financiers (AMF).

Until December 31, 2004, Trader Classified Media N.V. consolidated financial statements were prepared in accordance with the Generally Accepted Accounting Principles in the United States ("US GAAP"). US GAAP differ in some areas from International Financial Reporting Standards (IFRS). In preparing Trader Classified Media N.V. 2005 consolidated interim financial statements, management revised its accounting manual including certain accounting, valuation and consolidation methods applied in the previous GAAP financial statements to comply with IFRS. The comparative figures in respect of 2004 were restated to reflect these adjustments.

Reconciliations and descriptions as of December 31, 2004 of the effect of the transition from US GAAP to IFRS principles are disclosed in the separate communication "Adoption of International Financial Reporting Standards (IFRS)", dated September 15, 2005, and available at the AMF.

These interim financial statements are covered by IFRS 1, First-time Adoption of IFRS, as part of the period covered by the Group's first IFRS financial statements for the year ended 31 December 2005. The financial information presented in the present report for the 2005 financial half-year and the 2004 comparative financial information are prepared by applying the principles of recognition and measurement set out in the IFRS adopted within the European Union at 30 June 2005, but do not comply with IFRS 34 applicable to interim financial information as they do not contain all the disclosures required by this standard.

Given the uncertainties regarding the standards and interpretations that will be applicable as of December 31 2005, the Company may amend certain accounting methods and options applied in the present financial information while preparing its first IFRS financial statements by December 31, 2005. Comparative information which will be presented in the consolidated financial statements as at December 31, 2005 and June 30, 2006 may differ from the information herein presented, since new principles or interpretations may be adopted by the European Union during the second semester 2005.

The accompanying unaudited consolidated financial statements have been prepared on a historical cost basis, except for certain financial assets and liabilities that have been measured at fair value. The 2004 annual statutory financial statements (not presented here) of Trader Classified Media N.V., which are prepared under Dutch GAAP, are filed with the Chamber of Commerce in Amsterdam.

1.2 Consolidation

The financial results for the first half of 2004 and 2005 are the consolidated results of Trader Classified Media N.V. and its subsidiaries (the "Group" or the "Company"). Subsidiaries are all entities controlled by the Group. Control is determined as the power to govern the financial and operating policies and is presumed when ownership exceeds half of the voting rights. Consolidation is applied from the date on which control is transferred to the Group. Consistent with the development of its online activities, the Group entered into a partnership with Grupo Intercom and accordingly owns a 49% interest in Infojobs Italia SRL. In accordance with IFRS, this investment has been recorded under the equity method and the loss attributable to the Group is presented under "Share of profit of associates" in the income statement. Other investments in companies that are between 20% and 50% owned are accounted for on the equity basis.

1.3 Revenue recognition

The Group's primary source of revenue is the sale of advertising space in its publications. Private and professional classified ads and display ads are published on a daily, weekly and monthly basis for which revenues are recognized at the time the advertisement is published. Revenues related to advertisements appearing on multiple occasions in excess of one month are deferred and recognized during the period when the advertisement is run.

Circulation revenues, net of returns, are recognized on a weekly basis at the time the publications are sold through to the customer. Circulation revenues are earned mainly through distributors.

Service revenues include commissions earned for selling products and services for third parties. The commissions are a percentage of the value of the products or services and are recognized as earned at the date the products are sold or when the contracts are activated. Services include financing services on automobiles and boats, insurance and warranties.

Online revenues are derived primarily from classified ads and display ads, including professional ads, consumer ads and banners which are deferred and recognized during the period when the advertisement is run.

Other types of revenue include subscription or one-off access fees to content and information and professional solutions "Powerpages" provided through the Company's websites which are recognized over the period of usage. Online revenues include revenues on products sold solely on web sites and revenues for contracts providing both print and online advertisements for which an allocation of revenues attributable to online revenues has been made by management based upon relative fair value.

1.4 Property, plant and equipment

Property, plant and equipment are recorded at cost. Depreciation is computed for financial reporting purposes by use of the straight-line method over the estimated useful lives as follows:



Asset Estimated useful lives
------ --------------------------

Buildings 25-50 years
Office furniture, computers and equipment 3-10 years
Printing presses and related equipment 3-15 years
Leasehold improvements 2-20 years


1.5 Goodwill and other intangibles

(a) Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Goodwill is allocated to cash-generating units for the purpose of impairment testing.

(b) Tradenames and advertiser bases

These intangible assets substantially result from acquisitions. Purchase price amounts allocated to these intangible assets are determined principally by valuation studies and by the Company. Useful life of tradename is determined by the management based on certain criteria to be either finite or indefinite.

Tradenames with finite useful life and advertiser base are amortized over their estimated useful lives, which are from 5 to 20 years for tradenames and from 6 to 12 years for advertiser base. Tradenames with indefinite useful life are not amortized but tested for impairment at least annually.

(c) Websites and software

The Group recognizes website development costs in accordance with IAS 38® "Intangible assets-revised". As such, the Group expenses all costs incurred that relate to the planning and post implementation phases for development of its websites. Direct costs incurred in the development phase are capitalized and recognized over the estimated useful life. Costs associated with repair and maintenance of websites are included in operating costs and expenses in the consolidated statements of operations.

1.6 Impairment of assets

Assets with indefinite useful life, such as goodwill and certain tradenames, are not subject to amortization but are tested annually for impairment and whenever events or changes in circumstance indicate that the carrying amount may not be recoverable.

Assets that are subject to amortization are tested for impairment whenever events or changes in circumstance indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.

To perform these tests, the Company compares the carrying value of each reporting unit, including goodwill and intangible assets, to its fair value, based on its projected cash flows, discounted with the appropriate weighted-average cost of capital.

For the six-month period ended June 30, 2005, an impairment charge has been identified and recorded for EUR 0.7 million related to a specific trademark in Taiwan. During the year ended December 31, 2004, the Company recorded an impairment charge of EUR 6.4 million related to its Dutch operations.

1.7 Basic and diluted net income per common share

Basic earnings per share is computed using the weighted average number of common shares outstanding and diluted earnings per share is computed using the weighted average number of common and potentially dilutive common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of share options using the Treasury Stock method.

1.8 Discontinued operations

During the first semester of 2004, the Company disposed of its Australian, Swedish and Edweb (Canada) assets and discontinued the Computer Paper operation in Canada. Accordingly, the results of these operations have been reclassified in "Discontinued operations, net of taxes" for the period presented.

Reported in "Discontinued operations, net of taxes" for half-year 2004 under IFRS is:



June 30
2004
------------------

Revenues 17.9
Net income (loss) before income taxes (3.9)
Income taxes, net (0.4)
Gain on sale of assets 230.0


1.9. Put options

Under the terms of certain acquisition agreements, the Group is committed to acquiring the interests owned by minority shareholders in consolidated subsidiaries, if these minority interests wish to sell their investment.

IAS 32, "Financial Instruments: Disclosure and Presentation", requires the value of such put option to be presented as financial liability on the balance sheet for the discounted value of the expected exercise price of this option, notwithstanding the ability of the Company to settle part of these obligations with its own shares and not cash. In addition, the share of minority shareholders in the net asset of the company subject to the put option must be reclassified from "minority interest" to "financial liability" in the consolidated balance sheet.

As of the date of this report, there remains some uncertainty regarding the treatment of the difference between the exercise price of the option and the carrying value of the minority interests. The Group has chosen to present, on initial recognition, such difference first as a reduction of minority interest and then as additional goodwill. The subsequent unwinding of the discount is recognized in financial expense in the consolidated income statement under "Non-cash Interest on put options". Any subsequent change in the value of the commitment is recorded through the goodwill.

1.10. Treasury shares

Under its share stabilisation program, the Group acquired 11,600 of its own shares for an amount of EUR 0.1 million during the first half of 2005. In accordance with IAS 32 "Financial Instruments: Disclosure and Presentation", Treasury shares are presented as a reduction of shareholder's equity.

2. Seasonality

Due to the diversified portfolio of countries in which it operates and the relatively stable nature of the classified advertising market, the Group does not experience material seasonality in its revenues or operating results.

3. Segment reporting

A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. Trader Classified Media's sources and nature of risks and rates of return are affected predominantly by the fact that it operates in different countries or other geographical areas. Therefore its primary format for reporting segment information is geographical segments, with secondary information reported for groups of related products and services (print or online).

The Group's operating segments are organized on a regional basis for purposes of presenting internal financial information, consistent with its operating management structure. Geographical operating profit is analyzed by management before certain expenses such as depreciation, amortization, non-cash compensation expense and other operating income and expense defined as EBITDA. Therefore, the Group chose to disclose the EBITDA for each geographical segment, because the Group believes that this internal indicator is the best way to measure its financial performance.



6 month period ended June 30, 2004

Spain &
North Latin Italy &
America(a) America(a) France Switzerland Hungary
------------------------------------------------------
REVENUES
Print revenues 42.8 31.7 19.3 13.5 18.6
Online revenues 5.4 5.4 3.0 1.6 0.9
------------------------------------------------------
Total revenues 48.2 37.1 22.3 15.1 19.5
------------------------------------------------------

RESULTS
Operating profit
(loss) before
certain expenses
- EBITDA 14.1 8.8 6.0 2.8 4.7
Operating profit 12.6 7.4 5.1 2.0 3.5
Net income
attributable to
the Group 2.2 2.3 0.8 0.5 1.2
Share of net profit
of associates 0.0 0.0 0.0 0.0 0.0
Net other financial
expense (6.9) (2.2) (1.4) (0.3) (0.7)


OTHER INFORMATION
Amortization (1.0) (0.8) (0.7) (0.6) (0.9)
Depreciation (0.5) (0.6) (0.2) (0.2) (0.3)
Non cash
compensation
expense 0.0 0.0 0.0 0.0 0.0
Income tax expense
(benefit) (1.6) (1.6) (2.2) (0.6) (0.9)


Discon-
Russia & tinued Total
the CIS Other operations operations Corporate Total
-------------------------------------------------------
REVENUES
Print revenues 44.6 8.4 - 178.9 0.0 178.9
Online revenues 0.4 2.3 - 19.0 0.0 19.0
-------------------------------------------------------
Total revenues 45.0 10.7 - 197.9 0.0 197.9
-------------------------------------------------------

RESULTS
Operating profit
(loss) before
certain
expenses
- EBITDA 19.3 0.2 - 55.9 (8.3) 47.6
Operating profit 18.2 (0.4) - 48.4 (9.6) 38.8
Net income
attributable to
the Group 7.9 (1.7) 225.7 238.9 (1.0) 237.9
Share of net
profit of
associates 0.0 0.0 - 0.0 0.0 0.0
Net other
financial
expense (1.7) (0.1) - (13.3) 3.0 (10.3)


OTHER INFORMATION
Amortization (0.2) (0.4) - (4.6) (0.1) (4.7)
Depreciation (0.9) (0.2) - (2.9) (0.3) (3.2)
Non cash
compensation
expense 0.0 0.0 - 0.0 (0.9) (0.9)
Income tax
expense
(benefit) (6.2) 0.1 - (13.0) (0.6) (13.6)

(a) Total revenues for Canada and Spain are EUR 41.9 and EUR 30.3,
respectively


12 month period ended December 31, 2004

Spain &
North Latin Italy &
America(a) America(a) France Switzerland Hungary
------------------------------------------------------
REVENUES
Print revenues 85.4 70.1 35.7 26.6 37.2
Online revenues 11.3 15.0 6.6 2.9 1.7
------------------------------------------------------
Total revenues 96.7 85.1 42.3 29.5 38.9
------------------------------------------------------

RESULTS
Operating profit
(loss) before
certain expenses
- EBITDA 27.7 19.1 11.8 5.3 8.7
Operating profit 24.3 15.4 10.0 3.7 6.6
Net income
attributable to
the Group 5.7 1.3 6.2 1.3 2.7
Share of net profit
of associates 0.0 0.0 0.0 0.0 0.0
Net other financial
expense (12.2) (6.6) (2.9) (0.7) (0.4)

OTHER INFORMATION
Amortization (2.3) (2.1) (1.4) (1.2) (1.5)
Depreciation (1.1) (1.6) (0.5) (0.6) (0.5)
Non cash
compensation
expense 0.0 0.0 0.0 0.0 0.0
Income tax expense
(benefit) (2.4) (2.8) 0.8 (0.5) (1.8)

Total liabilities 137.3 161.4 61.7 15.7 16.8
Total assets 171.5 235.0 101.8 76.7 64.7
Goodwill 104.2 146.0 73.0 44.3 33.1
PPE 2.1 5.0 0.8 4.5 2.0
Increase in CAPEX 2.1 3.7 1.0 0.8 0.6


Discon-
Russia & tinued Total
the CIS Other operations operations Corporate Total
-------------------------------------------------------
REVENUES
Print revenues 95.2 19.3 - 369.5 0.0 369.5
Online revenues 0.8 5.5 - 43.8 0.0 43.8
------------------------------------------------------
Total revenues 96.0 24.8 - 413.3 0.0 413.3
------------------------------------------------------

RESULTS
Operating profit
(loss) before
certain expenses
- EBITDA 43.0 1.5 - 117.1 (14.0) 103.1
Operating profit 40.8 0.1 - 100.9 (22.7) 78.2
Net income
attributable to
the Group 19.6 (11.4) 223.2 248.6 0.6 249.2
Share of net
profit of
associates 0.0 0.0 - 0.0 0.0 0.0
Net other
financial
expense (3.2) (1.2) - (27.2) 2.2 (25.0)

OTHER INFORMATION
Amortization (0.4) (1.0) - (9.9) 0.0 (9.9)
Depreciation (1.8) (0.3) - (6.4) (0.4) (6.8)
Non cash
compensation
expense 0.0 0.0 - 0.0 (1.8) (1.8)
Income tax
expense
(benefit) (12.4) (0.1) - (19.2) (1.4) (20.6)

Total
liabilities 67.6 9.5 - 470.0 165.9 635.9
Total assets 110.9 40.8 - 801.4 39.8 841.2
Goodwill 68.4 15.4 - 484.4 10.3 494.7
PPE 16.3 0.3 - 31.0 0.8 31.8
Increase in CAPEX 2.8 1.4 - 12.4 0.8 13.2

(a) Total revenues for Canada and Spain are EUR 84.5 and EUR 70.7,
respectively


6 month period ended June 30, 2005

Spain &
North Latin Italy &
America(a) America(a) France Switzerland Hungary
------------------------------------------------------
REVENUES
Print revenues 46.3 43.1 17.4 16.4 18.0
Online revenues 7.1 12.9 4.0 1.7 0.9
------------------------------------------------------
Total revenues 53.4 56.0 21.4 18.1 18.9
------------------------------------------------------
RESULTS
Operating profit
(loss) before
certain expenses
- EBITDA 16.3 12.3 6.4 2.6 4.1
Operating profit 14.6 10.3 5.5 1.7 3.1
Net income
attributable to
the Group 5.7 2.2 1.8 1.7 0.6
Share of net profit
of associates 0.0 (0.4) 0.0 0.0 0.0
Net other financial
expense (6.1) (3.7) (0.9) (0.4) (0.7)

OTHER INFORMATION
Amortization (1.2) (1.6) (0.7) (0.7) (0.7)
Depreciation (0.5) (0.8) (0.2) (0.2) (0.2)
Non cash
compensation
expense 0.0 0.0 0.0 0.0 0.0
Income tax expense
(benefit) 0.0 (2.9) (2.2) 1.3 (1.1)

Total liabilities 148.1 165.9 63.7 15.5 17.3
Total assets 192.4 237.1 101.1 80.1 63.7
Goodwill 115.5 146.0 73.0 44.6 32.8
PPE 2.7 5.4 1.4 4.8 1.7
Increase in CAPEX 1.0 2.2 0.9 2.1 1.1



Discon-
Russia & tinued Total
the CIS Other operations operations Corporate Total
-------------------------------------------------------
REVENUES
Print revenues 50.0 12.0 - 203.2 0.0 203.2
Online revenues 0.4 3.0 - 30.0 0.0 30.0
------------------------------------------------------
Total revenues 50.4 15.0 - 233.2 0.0 233.2
------------------------------------------------------
RESULTS
Operating profit
(loss) before
certain expenses
- EBITDA 20.3 2.0 - 64.0 (8.0) 56.0
Operating profit 19.1 0.8 - 55.1 (8.9) 46.2
Net income
attributable to
the Group 8.5 1.4 - 21.9 (7.4) 14.5
Share of net
profit of
associates 0.0 0.0 - 0.0 0.0 (0.4)
Net other
financial
expense (1.9) 1.1 - (12.6) (3.8) (16.4)

OTHER INFORMATION
Amortization (0.2) (0.4) - (5.5) (0.1) (5.6)
Depreciation (1.0) (0.1) - (3.0) (0.2) (3.2)
Non cash
compensation
expense 0.0 0.0 - 0.0 (0.7) (0.7)
Income tax
expense
(benefit) (6.2) (0.3) - (11.4) 0.6 (10.8)

Total
liabilities 72.9 10.4 - 493.8 157.9 651.7
Total assets 122.4 43.9 - 840.7 41.9 882.6
Goodwill 70.2 16.6 - 498.7 10.3 509.0
PPE 17.3 0.8 - 34.1 0.8 34.9
Increase in CAPEX 0.7 0.7 - 8.7 0.4 9.1

(a) Total revenues for Canada and Spain are EUR 47.6 and EUR 48.0,
respectively


Revenues generated by source are as follows:

June 30, December 31, June 30,
2004 2004 2005
(6 months) (12 months) (6 months)
---------------------------------------
Print revenues
Classified Ads - Private 21.4 41.2 21.8
Classified Ads - Professional 33.6 68.7 36.3
Display 80.4 171.3 98.2
Circulation 36.2 74.2 39.6
Services and other 7.3 14.1 7.3
---------------------------------------
Total print revenues 178.9 369.5 203.2
Online revenues 19.0 43.8 30.0
---------------------------------------
Total revenues 197.9 413.3 233.2
---------------------------------------
---------------------------------------


The differences between the operating profit before certain expenses
and the operating profit as per the Condensed Consolidated Income
Statements are as follows:

June 30, December 31, June 30,
2004 2004 2005
(6 months) (12 months) (6 months)
---------------------------------------

Operating profit before
certain expenses 47.6 103.1 56.0
Depreciation and amortization (7.9) (16.7) (8.8)
Non-cash compensation expense (0.9) (1.8) (0.7)
Other income and expenses - (6.4) (0.3)
---------------------------------------
Operating profit as per
Income Statements 38.8 78.2 46.2
---------------------------------------
---------------------------------------


4. Reconciliation of half year 2004 Net Income


The reconciliation of the consolidated net income from US GAAP to
IFRS for the Half-Year 2004 is as follows:


Euros in millions 06/2004
-------------

Consolidated net income under US GAAP 242.9
-------------
Attributable to the Group 240.2
Attributable to Minority interest 2.7

- Tradenames with Indefinite life:
impact on amortization 2.6
- Share-based compensation (0.6)
- Currency translation adjustment
on sold operations (1.6)
- Unwinding of the discounted put
options liabilities (1.7)
- Deferred income tax impact of the
above adjustments (1.0)
-------------

Consolidated net income under IFRS 240.6
-------------
Attributable to the Group 237.9
Attributable to Minority interest 2.7


5. Commitments and contingencies

The Group is or may be involved in various litigations and tax audits arising in the normal course of business in several countries. The Group believes that none of these actions, individually or in the aggregate, will have material adverse effect on the Group's results of operations or financial position. In particular, the Company is involved in an arbitration proceeding in Hungary regarding the calculation of an earn-out payment payable to the sellers in relation to the 2003 acquisition of Kisokos. The contract caps the remaining maximum amount payable for the earn-out at HUF 4,000 (approx. EUR 16.5). In July, 2005, in a majority decision with a strong dissent, the arbitration court awarded an additional HUF 2.071 billion (app. EUR 8.3 million) plus interest to the Plaintiff. The Company has filed an action in nullity against this award based on procedural error and public order and will continue to vigorously dispute this matter. In another matter, the sale of the shares of subsidiaries of the Company that owned the Company's Australian business is the subject of an inquiry by the Australian Taxation Office ("ATO"), based on the ATO's previously stated position that capital gains transactions involving sales of shares of Australian companies by non-resident shareholders are taxable in Australia. The Company believes, after thorough research into the issue, that any gain on the share sale is exempt from tax in Australia under the Australia-Netherlands Double Taxation Agreement and therefore that no tax is due on the sale of its Australian business. If the ATO were to lodge an assessment against the Company's subsidiaries in connection with the sale of the Australian business, the Company would vigorously dispute such assessment.

6. Subsequent events

New credit facility

In July 2005, the Group entered into a new EUR 750 million senior debt facility led by BNP Paribas, syndicated with a pool of 18 banks with significant over-subscription. The new facility replaced Trader's three outstanding senior debt facilities totalling approximately EUR 365 million, without penalty. It provides a significant improvement in financial conditions, considerably greater operating flexibility and reflects the Company's migration from a leveraged credit to a crossover corporate credit.

Our new bank credit facility include several tranches maturing in 5 to 6 years from closing. The interest margin applicable for all tranches of 125 bps over Euribor or applicable IBOR is subject to downward adjustments, based on certain thresholds. Total drawings include:

- An amortizing multicurrency term loan tranche of EUR 350 million, maturing in 5 years, used to refinance previous outstanding senior debt facilities,

- An acquisition term loan tranche of EUR 200 million, available until March 31, 2006 and amortized at each anniversary of utilisation date, converting to a revolving facility at the Company's request and upon approval of a super majority of lenders,

- A multicurrency revolving facility of EUR 200 million.

This new credit facility will generate a reduction in the annual interest expense of approximately EUR 7 million. As a consequence of the new facility, previously capitalized deferred financing fees related to the former credit agreements will be recorded as finance expense in the second semester 2005 income statement for an amount of EUR 14.3 million. Also, hedge instruments related to the former agreement will be unwound for a cash amount of EUR 0.7 million.

Distribution to shareholders

On July 29, 2005, share premium of EUR 59.7 million or EUR 0.63 per share was distributed to shareholders. Further to this exceptional distribution of share premium, the total number and exercise price of the then outstanding options granted under the company's equity incentive plans were adjusted in accordance with the terms of such plans and local laws in order to restore the economic position of option-holders to their position pre-distribution. Further to this adjustment, outstanding and vested options under the Equity Plans as of July 31, 2005 were respectively 9,890,121 and 4,231,930 with exercise prices ranging from EUR 1.56 to EUR 16.62.

Acquisitions

Buy & Sell Limited (Canada): in July 2005, the Company completed the purchase of Buy & Sell Limited, the publisher of the classified advertising brand Buy & Sell in Toronto, Ontario for over 25 years. This acquisition marks the Company's entry into the Ontario market and its intention to develop aggressively its positions in both print and internet classifieds. It also complements Trader's existing businesses across Canada, including the Auto Trader, AutoTrader.ca, the Buy & Sell and buysell.ca in this region.

IndiaMart (India): in July 2005, the Company announced the initiation of a joint venture with IndiaMart InterMesh Ltd., an established web developer and B2B service provider operating a number of third-party web sites, privately-owned portals and B2B directories, based in New Delhi, India. The newly-formed company, to be owned 67% by Trader, aims to satisfy India's large unmet demand for community-based classified web sites.

Shou di Shou (China): in July 2005, the Company increased its stake in Shou di Shou, a leading classifieds business based in Beijing and Harbin, to 55.0% (US$2.5 million paid for the additional 40% acquired). Trader plans to launch Shou di Shou in Shanghai in September 2005 and in an additional 6 cities over the next 12 months throughout China.

SouFun (China): in July 2005, the Company announced the signature of a major agreement which includes the right for Trader Classified Media to acquire over time a majority stake or become the largest shareholder in SouFun Holdings Limited (www.soufun.com), China's leading real estate Internet business, with existing operations in 29 of China's largest cities. With an existing stake of 15% for US$22.5, Trader will be able to increase its stake to between 45% and 100% according to a series of call options for a maximum total investment of approximately US$ 200 million.

Strategic Review

On July 21st , 2005, the Supervisory Board of Trader Classified Media announced a full review of all strategic options for maximizing shareholder value.

Review report of the auditors

To the Supervisory Board and Shareholders of Trader Classified Media N.V.

We have reviewed the accompanying condensed consolidated interim balance sheet of Trader Classified Media N.V. and its subsidiaries as of June 30, 2005 and the related condensed consolidated interim statements of income, cash flows and changes in shareholders' equity for the six months then ended. This condensed consolidated interim financial information is the responsibility of Trader Classified Media N.V.'s management. Our responsibility is to issue a report on this condensed consolidated interim financial information based on our review.

We conducted our review in accordance with the International Standard on Review Engagements 2400. This Standard requires that we plan and perform the review to obtain moderate assurance about whether the condensed consolidated interim financial information is free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and, accordingly, we do not express an audit opinion.

Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim financial information has not been prepared, in all material respects, in accordance with the basis set out in Note 1.1, which describes how IFRS have been applied under IFRS 1, including the assumptions management has made about the standards and interpretations expected to be effective, and the policies expected to be adopted, when management prepares its first complete set of IFRS financial statements as at December 31, 2005.

Without qualifying our conclusion, we draw attention to the two following matters covered in Note 1.1:

- there is a possibility that the accompanying interim financial information may require adjustment before constituting the company's 2005 interim financial information in accordance with IFRS and in particular with respect to Note 1.9 which emphasizes the uncertainty regarding the treatment of put-options granted to minority interests;

- the accompanying interim financial information does not include all the disclosures required by IAS 34.

PricewaterhouseCoopers

Paris, France

September 10, 2005


ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)

Preliminary note

In accordance with the regulation No 1606/2002 of the European Parliament and of the Council of July 19, 2002 related to the application of international accounting standards, Trader Classified Media will prepare its consolidated financial statement as of and for the year ended December 31, 2005 based on the IAS/IFRS standards applicable at December 31, 2005 as adopted by the European Commission. Accordingly, its first consolidated financial statements under IFRS will be for the year-ended December 31, 2005 with comparative figures prepared on the same basis for the year-ended December 31, 2004.

Pursuant to the AMF recommendation on financial reporting during the transition period, Trader Classified Media has prepared financial information including preliminary information, disclosing the quantified impact as a result of the first-time adoption of IFRS on the balance sheet at the transition date, January 1, 2004 (the impacts of the transition are posted against equity at that date), on the financial condition as of December 31, 2004 and the performance for the year 2004.

The financial information related to the year 2004 under IFRS is prepared in accordance with the provisions of IFRS 1, "First-Time Adoption of International Financial Reporting Standards", and is compliant with the IAS/IFRS standards which will be applicable as of December 31, 2005, as published at that date or anticipated by the Group to be applicable at that date.

In particular, the financial information presented below has been prepared based on:

- The standards IAS 32, "Financial Instruments: Disclosure and Presentation" and IAS 39, "Financial Instruments: Recognition and Measurement", applied by anticipation as at January 1 st , 2004,

- The standard IFRS 2, "Share-based Payments", which was published by the IASB on February 19, 2004, and adopted by the European Commission on February 7, 2005.

Financial statements as of and for the year ended December 31, 2005 will be prepared on the basis of all standards and interpretations effective at that date. As a consequence, comparative information presented for the year 2004 in the 2005 financial statements may differ from the information presented below.

1. Conversion project

The Group carried out the IFRS transition project in 2004. This project was led by Finance representatives at Corporate with the involvement of all Finance representatives of Trader Classified Media subsidiaries to ensure homogeneity and consistency. During this project, the major differences between the accounting principles generally accepted in the United States ("US GAAP") previously applied and the International Financial Reporting Standards ("IFRS") were identified. In 2004, the Company also implemented a new consolidation and reporting solution with upgraded functionalities to increase the efficiency of the reporting process.

Conclusions of this transition project and financial statements under IFRS have been validated by the Executive Management and Audit Committee of the Group and reviewed by the auditors in 2005, based on standards and interpretations applicable at that date or anticipated by the Group as applicable as at December 31, 2005.

2. Reconciliation of Shareholders' Equity

The reconciliation between shareholders' equity prepared under US GAAP and total equity prepared under IFRS, as of January 1, 2004 and December 31, 2004, is as follows:



Euros in millions 01/01/2004 31/12/2004
---------- ----------

Shareholders equity under US GAAP 433.0 205.1
----- ------
Tradenames with Indefinite life:
impact on amortization, net
of deferred income tax (Note 4.3) - 3.8

Reclassification of minority interest
in total equity (Note 4.2) 7.2 52.7

Impact of put options on minority
interests (Note 4.3) (5.1) (56.2)

Other adjustments (0.1) (0.1)

Total equity under IFRS 435.0 205.3
----- -----


3. Reconciliation of Net Income

The reconciliation of the consolidated net income from US GAAP to IFRS for the year 2004 is as follows:



Euros in millions 2004
----
Consolidated net income under US GAAP 259.8
-----
Attributable to the Group 253.2
Attributable to Minority interest 6.6

- Tradenames with Indefinite life: impact
on amortization (Note 4.3) 6.0
- Share-based compensation (Note 4.3) (1.3)
- Currency translation adjustment
on sold operations (Note 4.1) (1.6)
- Unwinding of discounted put options
liabilities (Note 4.3) (4.9)
- Deferred income tax impact of the
above adjustments (2.2)
------

Consolidated net income under IFRS 255.8
-----
Attributable to the Group 249.2
Attributable to Minority interest 6.6



4. Major differences between US GAAP and IFRS

The major differences between both sets of principles on Trader Classified Media financial statements are the following:

4.1. Differences relating to the application of IFRS 1, "First-Time Adoption of International Financial Reporting Standards"

IFRS 1 addresses the first-time application of IFRS. This standard provides first-time adopters with the option to use some exemptions from the principle to apply all IFRS on a retroactive basis. The group elected to apply the following exemptions:

- Business combinations

IFRS 1 offers the possibility not to restate business combinations initiated prior to the transition date, January 1, 2004. The Group applies this exemption, and business combinations prior to January 1, 2004 accordingly have not been restated in the opening balance sheet.

- Property, Plant and Equipment

IFRS 1 provides the option to measure tangible fixed assets, investment property and certain intangible assets, at the date of transition to IFRS, at their fair value and use that fair value as deemed cost. The accounting principles, which have been consistently applied by the Group, related to Property, Plant and Equipment are similar to IFRS. Accordingly, the Group elected not to re-measure its Property, Plant and Equipment at fair value as of January 1, 2004.

- Cumulative translation adjustments

The Group elected to reclassify to retained earnings the cumulative translation adjustments. Th ese adjustments, generated during the consolidation process by entities with functional currency different from the euro, amounted to a potential exchange loss of EUR 11 million as of January 1, 2004.

This restatement has no impact on the Group shareholders' equity as of January 1, 2004. In addition, only gain or loss generated after this date will impact the profit and loss account in case of sale of operations. As a result, the net gain on the disposal of assets in 2004 was reduced by EUR 1.6 million under IFRS, which corresponds to the cumulative translation adjustments in relation to these subsidiaries at the transition date.

4.2. Presentation differences

- Presentation of the consolidated balance sheet

Assets and liabilities are presented in the consolidated balance sheet by decreasing liquidity order under US GAAP. In contrast, assets and liabilities are presented in the reverse liquidity order under IAS 1, "Presentation of Financial Statements".

In addition, the Group made several reclassifications:

- Software and websites development costs, capitalized as Property, Plant and Equipment under US GAAP, have been reclassified to intangible assets under IFRS,

- Accrued termination benefits costs, presented as "Social and fiscal debt" or "Other long term debt" under US GAAP, are reclassified to the line "Provisions" under IFRS,

- Financing fees incurred during the financing process and amortized over the maturity of senior borrowings are capitalized as long-term assets under US GAAP. These fees have been reclassified as reduction of the long-term debt under IFRS.

- Presentation of the consolidated income statement

The consolidated income statement is presented by the nature of its components under IFRS which differs from the presentation under US GAAP.

- Minority interests

In the consolidated financial statements prepared under US GAAP, minority interests are not included within equity. In accordance with IAS 27, "Consolidated and Separate Financial Statements", minority interests have been reclassified within equity.

4.3. Other differences

- Useful life of tradenames

In the consolidated financial statements prepared under US GAAP, tradenames acquired in a purchase business combination are systematically amortized over a period that reflects, as fairly as possible, the assumptions, objectives and prospects existing at the date of acquisition. Tradenames are reviewed for impairment when events or changes in circumstances indicate that their carrying amount may not be recoverable. An impairment loss is recorded when their fair value exceeds their carrying amount.

Trader Classified Media generated more than 10% of its revenues on the online channel in 2004, reflecting the growing importance of this channel in the classified ads business. This evolution also emphasizes the key role of tradenames to attract content and display advertising and, as a consequence, the increased focus on tradename management. As a consequence, the Group performed a detailed review of the useful life of its tradenames, based on an analysis of various parameters, including the history of the tradename, financial indicators, its awareness, its competitive position or development plans. On this basis, the Group reached the conclusion that certain tradenames, leaders on their respective markets, met the criteria for recognition as indefinite life assets. As a consequence, Trader Classified Media made a change in accounting estimate and, in accordance with IAS 38 revised "Intangible Assets", tradenames with indefinite useful life are no longer amortized but tested for impairment at least annually. All other tradenames are amortized over their estimated useful life determined at the time of their acquisition, generally 20 years.

As a result, the amortization charge of indefinite life tradenames, recorded in the consolidated income statement prepared under US GAAP for an amount of EUR 6.0 million, was reversed under IFRS.

- Share-based payments

In the US GAAP consolidated financial statements, issuances of share options to employees with exercise price equal to the share price at grant date have no impact on the consolidated income. Only restricted shares issued at a lower price than the market value of the share resulted in an expense amortized in the income statement over the vesting period.

In accordance with IFRS 2, "Share-based Payments", share options granted by the Company must be measured at fair value. In addition, the excess of the fair value over the grant value is expensed in the income statement over the vesting period. The fair value of options was determined using a Black-Scholes valuation model, based on assumptions made by management. According to the transitional provisions of IFRS 2, the Group measured and recognised as of January 1, 2004 the fair value of all unvested options granted after November 7, 2002.

IFRS 2 does not impact the consolidated balance sheet or shareholders' equity. Compensation expense recognized in the 2004 IFRS income statement amounts to EUR 1.8 million with a corresponding increase of other reserves.

- Put options granted to minority shareholders

Under the terms of certain acquisition agreements, the Group is committed to acquiring the interests owned by minority shareholders in consolidated subsidiaries, if these minority interests wish to sell their investment. Pursuant to US GAAP, these options are disclosed in the notes to financial statement (note 15 to Trader Classified Media financial statements for 2004) and not reflected in the balance sheet.

IAS 32, "Financial Instruments: Disclosure and Presentation", requires the value of such put options to be presented as financial liability on the balance sheet for the discounted value of the expected exercise price of this option, notwithstanding the ability of the Company at its election to settle part of its obligation with its shares and not in cash. In addition, the share of minority shareholders in the net asset of the company subject to the put option must be reclassified from "minority interest" to "financial liability" in the consolidated balance sheet.

At the date of this report, there remains some uncertainty regarding the treatment of the difference between the exercise price of the option and the carrying value of the minority interests. The Group has chosen to present, on initial recognition, such difference first as a reduction of minority interest, and then as additional goodwill. The subsequent unwinding of the discount is recognized as financial expense in the Consolidated Income Statement under "Non-cash Interest on put options". Any subsequent change in the value of the commitment is recorded through the goodwill.

As a result, a financial liability amounting to EUR 131.4 million as at December 31, 2004 has been recorded against the line "Goodwill related to put options" for EUR 75.2 million and against the reduction of the "Minority interest" line for EUR 51.3 million. The impact on the Income Statement due to the unwinding of the discount in the year 2004 was EUR 4.9 million.

- Discontinued operations

During the first semester 2004, the Group sold its operations in Australia (Marc h 2004) and Sweden (March 2004), its printing operation in Canada and discontinued its Computer Paper publication (June 2004) in Canada.

Presentation rules for discontinued operations are similar under US GAAP and IFRS. However, the reclassification of currency translation adjustments to retained earnings as at January 1 st 2004 generated an additional expense of EUR 1.6 million under IFRS (refer to Note 4.1 - "Cumulative translation adjustments").

Included in the statement of cash-flows for 2004 are following amounts attributable to discontinued operations:



December 31,
2004
-------------
Net cash provided by operating activities: 1.0
Net cash provided by (used in) investing activities: (0.4)
Net cash provided by (used in) financing activities: (105.7)


5. Financial Statements


Trader Classified Media N.V.
Consolidated Balance Sheets
(euros in millions)

As at December 31, 2004 US GAAP Adjustments IFRS
-------------------------------------
ASSETS

Non-current assets :
Property, Plant and Equipment
(Note 4.2) 41.7 (9.9) 31.8
Goodwill 419.5 - 419.5
Goodwill related to minority
interests put options (Note 4.3) - 75.2 75.2
Other Intangible assets
(Note 4.2 & Note 4.3) 170.5 15.7 186.2
Investments in associate 0.5 - 0.5
Deferred income tax assets 12.9 (0.5) 12.4
Other long term assets (Note 4.2) 18.9 (17.1) 1.8
-------------------------------------
Total non-current assets 664.0 63.4 727.4
-------------------------------------

Current assets :
Trade receivables 43.3 - 43.3
Other receivables 13.6 - 13.6
Other current assets 14.4 - 14.4
Cash and cash equivalents 42.5 - 42.5
-------------------------------------
Total current assets 113.8 - 113.8
-------------------------------------
TOTAL ASSETS 777.8 63.4 841.2
-------------------------------------
-------------------------------------

EQUITY AND LIABILITIES

Equity attributable to equity
holders of the parent:
Share capital 79.0 - 79.0
Additional paid in capital and
other reserves 495.6 3.9 499.5
Retained earnings (357.1) (16.8) (373.9)
Currency translation
adjustment and other (12.4) 11.7 (0.7)
-------------------------------------
205.1 (1.2) 203.9
-------------------------------------
Minority Interest 52.7 (51.3) 1.4
-------------------------------------
Total EQUITY 257.8 (52.5) 205.3
-------------------------------------

Non-current liabilities:
Long-term debt (Note 4.2) 354.0 (17.2) 336.8
Financial liability related to
minority interest put options
(Note 4.3) - 131.4 131.4
Other long-term debt (Note 4.2) 5.6 (2.6) 3.0
Deferred income tax liabilities
(Note 4.2) 53.5 1.7 55.2
Long-term provisions (Note 4.2) 0.2 3.4 3.6
-------------------------------------
Total non-current liabilities 413.3 116.7 530.0
-------------------------------------
Current liabilities:

Trade and other payables
(Note 4.2) 44.7 (0.1) 44.6
Social and Fiscal debt (Note 4.2) 31.2 (0.7) 30.5
Current portion of long-term debt 22.6 - 22.6
Deferred revenues 8.2 - 8.2
-------------------------------------
Total current liabilities 106.7 (0.8) 105.9
-------------------------------------
TOTAL LIABILITIES 520.0 115.9 635.9
-------------------------------------
TOTAL EQUITY AND LIABILITIES 777.8 63.4 841.2
-------------------------------------
-------------------------------------


Trader Classified Media N.V.
Consolidated Income Statement
(euros in millions, except per share information)

Year ended December, 31 2004 US GAAP Adjustments IFRS
-------------------------------------
Revenues 413.3 - 413.3

Operating costs and expenses:
Raw materials and consumables (29.8) - (29.8)
Other external expenses (149.6) - (149.6)
Employee benefits expense (130.8) - (130.8)
Non-cash compensation expense
(Note 4.3) (0.5) (1.3) (1.8)
Depreciation and Amortization
(Note 4.3) (22.7) 6.0 (16.7)
Other operating income and expense (6.4) - (6.4)
-------------------------------------
(339.8) 4.7 (335.1)
-------------------------------------

Operating profit 73.5 4.7 78.2

Other financial income (expense) :
Financial income 1.3 - 1.3
Cost of debt (21.0) - (21.0)
Non-cash Interest on minority
interest put options (Note 4.3) - (4.9) (4.9)
Foreign exchange gain and other (0.4) - (0.4)
-------------------------------------
(20.1) (4.9) (25.0)
-------------------------------------
Income from continuing operations
before income taxes 53.4 (0.2) 53.2

Income tax expense (Note 4.3) (18.4) (2.2) (20.6)

-------------------------------------
Income from continuing operations 35.0 (2.4) 32.6
-------------------------------------

Discontinued operations,
net of taxes (Note 4.1) 224.8 (1.6) 223.2

-------------------------------------
Net income 259.8 (4.0) 255.8
-------------------------------------
-------------------------------------

Attributable to:
Equity holders of the Group 253.2 (4.0) 249.2
Minority interest 6.6 - 6.6
-------------------------------------
-------------------------------------
Basic income per common share:
Income from continuing operations 0.30 (0.02) 0.28
Income from discontinued operations 2.41 (0.02) 2.39
Net income attributable to the
Group 2.71 (0.04) 2.67

Diluted income per common share
Income from continuing operations 0.29 (0.02) 0.27
Income from discontinued operations 2.31 (0.02) 2.29
Net income attributable to the
Group 2.60 (0.04) 2.56


Trader Classified Media N.V.
Consolidated Statements of Shareholders' Equity
(euros in millions)

Additional
paid
in capital
Share and other Retained Cash-flow
capital reserves Earnings hedges
---------------------------------------------------------------------

Balance as of January
1, 2004 105.6 951.2 (623.1) (0.8)
-----------------------------------------------

Issuance of shares 0.3 7.1 - -
Exceptional distribution
& dividends to minority
interests - (487.5) - -
Conversion of B shares
into A shares (26.9) 26.9 - -
Change in perimeter - - - -
Net impact of put options
on minority interests - - - -
Non-cash compensation
expense - 1.8 - -
Net income for the year
ended December 31, 2004 - - 249.2 -
Net change related to
cash-flow hedge - - - (0.2)
Currency translation
adjustment - - -

-----------------------------------------------
Balance as of December
31, 2004 79.0 499.5 (373.9) (1.0)
-----------------------------------------------

Shareholder's
Currency Equity Total
Translation attributable Minority Shareholder's
Adjustment to the group Interests equity

---------------------------------------------------------------------

Balance as of
January 1, 2004 0.0 432.9 2.1 435.0
-----------------------------------------------
Issuance of shares -
Exceptional distribution
& dividends to minority
interests - 7.4 - 7.4
Conversion of B shares
into A shares - (487.5) (5.5) (493.0)
Change in perimeter - - 44.5 44.5
Net impact of put options
on minority interests - - (46.2) (46.2)
Non-cash compensation
expense - 1.8 - 1.8
Net income for the year
ended December 31, 2004 - 249.2 6.6 255.8
Net change related to
cash-flow hedge - (0.2) - (0.2)
Currency translation
adjustment 0.3 0.3 (0.1) 0.2
-----------------------------------------------
Balance as of December
31, 2004 0.3 203.9 1.4 205.3
-----------------------------------------------


Trader Classified Media N.V.
Consolidated Statements of Cash Flows
(euros in millions)


Year ended December 31, 2004 US GAAP Adjustments IFRS
-------------------------------------

Operating activities:

Net income 253.2 (4.0) 249.2
Adjustments to reconcile net income
to net cash flow provided
by operating activities:
Minority interest 6.6 - 6.6
Amortization, deferred
financing fees 2.1 - 2.1
Amortization, other intangible
assets 14.0 (2.6) 11.4
Depreciation, fixed assets 10.3 (3.4) 6.9
Provision for doubtful accounts 4.0 - 4.0
Unwinding of discounted financial
liability related to put options - 4.9 4.9
Unrealised foreign exchange (gain) (1.3) - (1.3)
Non-cash income tax - 2.1 2.1
Impairment charge 6.4 - 6.4
Non-cash compensation expense 0.5 1.4 1.9
Non-cash interest and other 3.1 - 3.1
Gain on sales of assets (232.4) 1.6 (230.8)
Net change in working capital
balances and other (2.7) - (2.7)
-------------------------------------
Net cash provided by operating
activities 63.8 - 63.8
-------------------------------------

Investing activities:
Cash paid for investments (0.1) - (0.1)
Cash received from sale of assets 390.4 - 390.4
Cash paid for property, plant and
equipment (14.4) - (14.4)
Cash paid for acquisitions, net
of cash acquired (62.2) - (62.2)
-------------------------------------
Cash provided by investing
activities 313.7 - 313.7
-------------------------------------

Financing activities:
Cash received from borrowings 288.8 - 288.8
Repayments on borrowings (217.9) - (217.9)
Cash paid for financing costs (16.3) - (16.3)
Cash received from capital shares
issued 7.4 - 7.4
Distributions to shareholders
and dividends paid to minority
interest (492.8) - (492.8)
Increase in bank overdraft
balances 0.1 - 0.1
-------------------------------------
Cash used in financing activities (430.7) - (430.7)
-------------------------------------

Effect of exchange rate changes on
cash and cash equivalent (0.6) - (0.6)
-------------------------------------
Decrease in cash and cash
equivalents (53.8) - (53.8)
-------------------------------------
Cash and cash equivalents at
beginning of period 96.3 - 96.3
-------------------------------------
Cash and cash equivalents at
end of period 42.5 - 42.5
-------------------------------------
-------------------------------------

6. Financial net indebtedness (euros in millions)

As of Change in As of
January 1, the December
2004 period 31, 2004
-------------------------------------
Senior debt facilities 293.8 75.9 369.7
Acquisition debt and other debt 4.4 2.2 6.6
Cash and cash equivalent (96.3) 53.8 (42.5)
-------------------------------------

Financial net indebtedness under
US GAAP 201.9 131.9 333.8
Fair value of derivative financial
instruments 1.9 0.3 2.2
Unamortized deferred financing fees (10.3) (6.9) (17.2)
Overdraft facilities 0.1 0.2 0.3
-------------------------------------
Financial net indebtedness under
IFRS before put option 193.6 125.5 319.1
Put options granted to minority
interests 64.6 66.8 131.4
-------------------------------------
Financial net indebtedness
under IFRS 258.2 192.3 450.5
-------------------------------------
-------------------------------------


Contact Information

  • Media & Investor Relations Contact:
    PARIS
    CICOMMUNICATION
    Stephanie Gruter
    +33 (0) 1 47 23 90 48
    E-mail: gruter@cicommunication.com
    or
    LONDON
    Abchurch Communications Ltd
    Julian Bosdet
    +44 (0)207 398 7700
    E-mail: julian.bosdet@abchurch-group.com
    or
    Other Contact: Morgan Stanley
    Menlo Park Office, 2725 Sand Hill Road
    CA 94025 USA
    +1 650 234 5500
    Paul Chamberlain
    Colm Callan