Solocal Group Announces the Launch of Its €440.37 Million Capital Increase

Regulatory News:

Today, Solocal Group (Paris:LOCAL) announces the launch of a capital increase of €440.37 million, including a tranche with preferential subscription rights for a gross amount of €361.62 million (the "Rights Issue”), and a reserved capital increase for a total amount of €78.75 million (both tranches being referred to as the "Transaction”). The principle of this Transaction was announced on 13 February 2014.

The capital increase of €440.37 million is entirely subscribed or guaranteed by certain shareholders, investors and underwriters:

• Mediannuaire Holding SAS ("MDH”) has agreed to exercise by irrevocable entitlement its preferential subscription rights for a minimum amount of €25 million, alone or with one of Cerberus’ affiliates. This commitment will be implemented by Promontoria Holding 55 BV (a company controlled by Cerberus), alone or with one of Cerberus’ affiliates, pursuant to the transfer through a capital reduction by MDH of 50% of its Solocal shares to its shareholders on May 6^th 2014
• Five institutional investors (Paulson, Amber, Boussard & Gavaudan, Credit Suisse and Praxient) have agreed to underwrite €276.25 million of the Rights Issue
• Morgan Stanley, acting as Sole Global Coordinator and Joint Bookrunner and BNP Paribas, acting as Joint Bookrunner have agreed to underwrite €60.37 million of the Rights Issue
• Paulson, Amber, Credit Suisse and Praxient have agreed to subscribe to the reserved capital increase of €78.75 million pro rata to their subscription commitments in the Rights Issue

In addition to MDH’s subscription commitment, two of Solocal Group’s other main shareholders, DNCA Finance and Edmond de Rothschild AM, have also committed to exercise their rights¹.

Terms of the Capital Increase

The capital increase with preferential subscription rights will result in the issuance of 723,242,416 new shares at a subscription price of €0.50 per share, leading to gross proceeds of €361.62 million including the issue premium.

Each shareholder of Solocal Group will receive 1 preferential subscription right for each registered share held at the close of trading day on 14 May 2014. The subscription price for the new shares has been set at € 0.50 per new share (comprising a nominal value of €0.20 and an issue premium of €0.30); 5 preferential subscription rights will entitle the holder to subscribe for 13 new shares by irrevocable entitlement. Subscriptions by right subject to reduction will be accepted.

The Rights Issue will be open to the public in France only.

The reserved capital increase subscribed by Paulson, Amber, Credit Suisse and Praxient will result in the issuance of 157,500,000 new shares at a subscription price of €0.50 per share, representing gross proceeds €78.75 million including the issue premium.

The subscription prices of the Rights Issue and the reserved capital increase are identical.

The settlement and delivery of the rights issue and reserved capital increase will take place on the same day.

Indicative timetable

The subscription period for the new shares will run from 15 May 2014 to the close of trading on 28 May 2014. During this period, the preferential subscription rights will be listed and traded on the regulated market of Euronext in Paris (ISIN code FR0011897172). Preferential subscription rights that are not exercised before the end of the subscription period, ie before the end of the trading day on 28 May 2014, will lapse automatically.

Settlement and delivery of the new shares is scheduled to take place on 6 June 2014. The new shares are expected to be listed on Euronext in Paris on the same date. The new shares will be entitled to same rights (including right to dividends) as the existing shares. They will be immediately fully fungible with Solocal Group’s existing shares and will be admitted to trading under the same ISIN code: FR0010096354.

Lock-up period

Solocal Group has agreed to a lock-up from 12 February 2014 until the expiry of a period of 180 days after the settlement-delivery date of the Rights Issue, subject to certain exceptions.

Paulson, Amber, Credit Suisse and Praxient will be subject to a lock-up on the new shares received through the reserved capital increase, subject to certain exceptions and for a period of 180 days commencing on the settlement and delivery date of the Transaction.

Use of proceeds

The Company intends to use the proceeds for a partial repayment part of its outstanding bank debt of €400 million. This early reimbursement occurs within the framework of the "Plan de Sauvegarde Financière Accélérée” approved by Nanterre Commercial Court on 9 May 2014 that sets forth (i) the extension of Solocal’s bank debt from September 2015 to March 2018 (with an option for Solocal Group to further extend the maturity to March 2020 subject to certain conditions) and (ii) other additional amendments.

The Transaction will enable Solocal Group to accelerate its transformation program "Digital 2015” and the growth of its Internet activities

Information available to the public

The prospectus, filed with the French Autorité des marches financiers ("AMF”) under visa number 14-195 dated 13 May 2014, consists of the document de reference of Solocal Group, filed with the AMF on 15 April 2014 under the number D.14-0366, a securities note (note d’opération) and a summary of the prospectus (included in the securities note (note d’opération)).

Copies of the prospectus may be obtained, free of charge, at Solocal Group’s head office, 7 avenue de la Cristallerie, 92317 Sèvres Cedex, on the company’s website (www.solocalgroup.com), as well as on the AMF’s website (www.amf-france.org).

Solocal Group draws the public’s attention to the risk factors described on pages 5 to 11 of the document de reference as well as in Chapter 2 of the securities note (note d’opération).

The summary of prospectus is available on www.solocalgroup.com

About Solocal Group

Solocal Group, the leader in local communication, became the new name of PagesJaunes Groupe on 5 June 2013. The Group offers online content, advertising solutions and transactional services that connect consumers and clients locally. It brings together around 4,500 people, including more than 2,200 advisors in local communication in France and Spain to support the digital development of companies (SMEs and micro businesses, tier 1 brand accounts, etc.), 17 strong and complementary brands (PagesJaunes, Mappy, 123people, 123deal, A vendre A louer, Embauche.com, Keltravo, Chronoresto, ZoomOn, Solocal Network, ComprendreChoisir, ClicRDV, PJMS, Horyzon Media, Leadformance, QDQ, Editus and Solocal Group) and nearly 650,000 clients. In 2013, Solocal Group generated nearly 1 billion euros in revenues, of which 63% via the Internet, and thus ranks among the key European players in terms of online advertising revenues. Solocal Group is listed on NYSE Euronext Paris (LOCAL). Information on Solocal Group is available at www.solocalgroup.com.

This press release contains forward-looking statements. Although Solocal Group feels that its estimates are based upon assumptions which we believe to be reasonable, these forward-looking statements are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those anticipated in said forward-looking statements. For a discussion of risks and uncertainties which could cause actual results, financial condition, performance or achievements of Solocal Group to differ from those contained in the forward-looking, please refer to the "Risk factors" section of the "Document de Référence" filed with the French financial markets authority (AMF) and available on the Internet sites of the AMF (www.amf-france.org) and of Solocal Group (www.solocalgroup.com).

This press release and the information it contains are not an offer to sell or to subscribe or a solicitation of an order to buy or subscribe for securities in Solocal Group in any country whatsoever.

This press release is not an offer or a solicitation of an offer to sell or to subscribe to marketable securities in France. The capital increase with pre-emptive subscription rights mentioned in this press release which will be dealt with in a prospectus that will be submitted for approval (visa) of the Autorité des Marchés Financiers.

With respect to the member States of the European Economic Area that have implemented Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 (the "Prospectus Directive"), no action has been undertaken or will be undertaken to make an offer to the public of the marketable securities concerned by this press release requiring a publication of a prospectus in any relevant member State other than France. Consequently, the marketable securities cannot be offered and will not be offered in any of the member States other than France, save as otherwise provided for in Article 3(2) of the Prospectus Directive, if they have been implemented in this member State or in the other cases that do not require the publication by Solocal Group of a prospectus with regards to Article 3(2) of the Prospectus Directive and/or the regulations that apply in this member State.

This press release does not constitute an offer to sell marketable securities in the United States or any other country. The marketable securities concerned by this press release cannot be offered or sold in the United States without registration or exemption from the registration requirement in application of the U.S. Securities Act de 1933 such as modified. Solocal Group is not planning to register these marketable securities or to make an offer to the public of the marketable securities in the United States.

In the United Kingdom, this press release is only directed at persons who are considered as (i) "investment professionals" (persons who have professional experience in matters relating to investments) in terms of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (such as modified, the "Order"), (ii) being persons falling within the scope of Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order, or (iii) persons to whom an invitation or inducement to engage in investment activity (in terms of Article 21 of the Financial Services and Markets Act 2000) in the framework of the issuing or sale of financial securities can be lawfully addressed (all such persons together being referred to as "Relevant Persons"). In the United Kingdom, this press release is only directed at Relevant Persons and no person other than a Relevant Person must not act or rely on this press release. Any investment or investment activity referenced by this press release can be accessed only by Relevant Persons and must be carried out only with Relevant Persons.

The distribution of this press release in certain countries may constitute a violation of the statutory provisions in force.

¹ For DNCA, the number of rights is based on the number of shares held as at the date of this press release. For Edmond de Rothschild AM, the number of rights is based on the number of shares held as at February 14^th 2014