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(1)

Condensed consolidated interim

financial statements for the period

ending 30 June 2014

(2)

Consolidated balance sheet

in millions of CHF as of 30 June as of 31 December Notes 2014 2013 Assets

Cash and cash equivalents 29.4 56.5

Marketable securities 14.5 13.5

Trade receivables 33.7 172.9

Other receivables 19.2 30.1

Accrued income and prepaid expenses 8.1 19.4

Current assets 104.9 292.4 Investment properties 32.8 32.7 Owner-occupied properties - 0.6 Equipment 2.0 4.8 Intangible assets 4.5 4.1 Investments in associates (8) 74.9 79.5 Financial assets (9) 38.4 39.3

Deferred tax assets 1.8 2.7

Non-current assets 154.4 163.7

Total assets 259.3 456.1

Liabilities and equity

Current debts 40.1 42.6

Trade payables 25.2 114.3

Other payables 10.3 26.5

Accrued expenses and deferred income 67.4 97.7

Current provisions 2.1 5.8

Current liabilities 145.1 286.9

Non-current debts 0.2 0.2

Share in negative equity of associates (8) 3.9 12.3

Deferred tax liabilities 1.7 3.9

Non-current provisions 2.6 6.0

Non-current liabilities 8.4 22.4

Total liabilities 153.5 309.3

Share capital PubliGroupe Ltd 2.3 2.3

Treasury shares -34.5 -34.5

Capital reserves -0.3 -0.3

Retained earnings 130.9 167.5

Equity, shareholders of PubliGroupe Ltd 98.4 135.0

Minority interests 7.4 11.8

Total equity 105.8 146.8

Total liabilities and equity 259.3 456.1

Most of the figures as of 30 June 2014 are not comparable to those as of 31 December 2013 due to the disposal of the segment Media Sales. Refer to note 14.

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Consolidated interim income statement

in millions of CHF 1st half year 1st half year

Notes 2014 2013 Billings * 498.3 518.9 Net revenue 121.5 122.5 Purchases -8.7 -9.9 Gross profit 112.8 112.6 Personnel expenses -82.4 -95.6

General and administrative expenses -40.4 -36.8

Depreciation of tangible assets -0.5 -1.2

Amortisation of intangible assets -1.2 -1.2

Other operating income 0.7 1.5

Other operating expenses - -0.2

Share in result of associates (8) 12.6 11.0

Operating result 1.6 -9.9

Financial result -0.3 -0.6

Ordinary result 1.3 -10.5

Non-operating result (10) -45.6 1.2

Result before income taxes and minority interests -44.3 -9.3

Income taxes (11) -0.9 -0.5

Result before minority interests -45.2 -9.8

Minority interests -1.2 0.3

Result attributable to shareholders of PubliGroupe Ltd -46.4 -9.5

Earnings per share (in CHF) -20.93 -4.26

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Consolidated interim statement of changes in equity

in millions of CHF Notes Shar e ca p it al Tr e a s u ry s h a re s C ap it a l r e s e rv es Tr a n s la ti on re s e rv e R et a in ed p ro fit s E qui ty , s h a re h ol de rs of P u bl iG roupe L td M in or it y in te re s ts Tot a l e q u it y Balance as of 1 January 2013 2.5 -35.0 -0.3 0.3 228.1 195.6 13.1 208.7 Result -5.9 -5.9 5.4 -0.5 Translation differences -2.0 -2.0 -0.1 -2.1

Decrease in share capital -0.2 25.0 -24.8 -

-Purchase of treasury shares -25.2 -25.2 -25.2

Share-based payments 0.7 -0.4 0.3 0.3

Dividends paid -22.1 -22.1 -22.1

Dividends paid to minority interests - -6.4 -6.4

Goodwill from own acquisitions -0.8 -0.8 -0.8

Changes in goodwill within associates -4.9 -4.9 -4.9

Acquisition of subsidiaries involving changes in

minority interests - -0.3 -0.3

Other changes with minority interests - 0.1 0.1

Balance as of 31 December 2013 2.3 -34.5 -0.3 -1.7 169.2 135.0 11.8 146.8

Balance as of 1 January 2014 2.3 -34.5 -0.3 -1.7 169.2 135.0 11.8 146.8

Result -46.4 -46.4 1.2 -45.2

Translation differences (14) 2.5 2.5 - 2.5

Dividends paid (15) -4.4 -4.4 -4.4

Dividends paid to minority interests (17) - -4.9 -4.9

Goodwill from own acquisitions (12),(13),(14) 7.4 7.4 7.4

Changes in goodwill within associates (8) 4.3 4.3 4.3

Acquisition of subsidiaries involving changes in

minority interests (13) - 0.2 0.2

Disposal of subsidiaries involving changes in minority

interests (14) - -0.9 -0.9

(5)

Consolidated interim cash flow statement

in millions of CHF 1st half year 1st half year

Notes 2014 2013

Result before minority interests -45.2 -9.8

Share in result of associates (8) -12.6 -11.0

Depreciation and amortisation (incl. non-operating) 2.2 2.8

Changes in provisions (incl. deferred income taxes) -2.3 -4.7

Gain (-) / loss on disposals of fixed assets - 0.1

Gain (-) / loss on disposals of subsidiaries and associates (10) 39.5

-Adjustments for other non-cash items (18) 1.0 0.6

Dividends received (16) 13.3 16.3

Interest received 0.5 0.4

Interest paid -1.0 -0.8

Taxes paid 2.2 -4.5

Changes in trade receivables 28.3 6.6

Changes in other receivables, accrued income and prepaid expenses -14.1 -19.9

Changes in trade payables -5.3 21.7

Changes in other payables, accrued expenses and deferred income -0.8 -1.3

Cash flows from operating activities 5.7 -3.5

Acquisitions of tangible assets -0.1 -0.6

Acquisitions of intangible assets -2.4 -3.6

Disposals of intangible assets (12) 0.3

-Disposals of marketable securities 0.1

-Acquisitions of subsidiaries, net of cash acquired (13) -1.1 -0.2

Disposals of subsidiaries, net of cash disposed of (14) -21.5 0.2

Investments in financial assets -2.5

-Divestments of financial assets 2.2 0.7

Taxes paid 0.9

-Cash flows from investing activities -24.1 -3.5

Increase in bank debts 1.0 1.5

Repayment of bank debts - -0.3

Repayment of non-current debt -0.3 -0.3

Purchase of treasury shares - -25.2

Dividend paid to shareholders of PubliGroupe Ltd (15) -4.4 -22.1

Dividends paid to minority interests by Group companies (17) -4.9 -6.4

Cash flows from financing activities -8.6 -52.8

Effect of exchange rates on cash and cash equivalents -0.1 0.5

Change in cash and cash equivalents -27.1 -59.3

Cash and cash equivalents as of 1 January 56.5 162.2

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Notes to the condensed consolidated interim financial statements

1. Reporting entity

PubliGroupe Ltd (PubliGroupe or “the Company”) is a public limited holding company (société anonyme) under Swiss law with its head office in Lausanne, Switzerland. PubliGroupe’s core activity is the sale of advertising space in Switzerland and abroad.

The condensed consolidated interim financial statements for the six months ended 30 June 2014 include PubliGroupe and its subsidiaries (together “the Group”) as well as its interests in associates.

2. Statement of compliance

The condensed consolidated interim financial statements have been prepared in accordance with Swiss GAAP FER 12 “Interim reporting” as issued by the Foundation for accounting and reporting recommendations. They do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 December 2013. The accounting principles set out in the 2013 consolidated financial statements have been applied consistently.

3. Basis of preparation

The condensed consolidated interim financial statements are presented in Swiss francs (CHF) and have been rounded to the nearest hundred thousand. They have been prepared on a historical cost basis except for marketable securities which are stated at fair value.

Preparation of the condensed consolidated interim financial statements requires a number of judgements, estimates and assumptions to be made that affect the application of accounting policies and the

reported amounts of assets and liabilities and income and expenses. All estimates are based on the best information available to management on the current situation. Nonetheless, results obtained in practice may differ from those estimated.

4. Scope of consolidation

As of 30 June 2014, the scope of consolidation was modified as follows: Change in ownership percentages:

– 31 January 2013: disposal of 16.5% interest in Amitel S.A. Since then, PubliGroupe owns 67.0% of the company.

Acquisition:

– 28 April 2014: acquisition of 50.1% interest in Sellbranch AB, Stockholm Creation:

– 13 May 2014: creation of Publicitas Holding SA, a 100% subsidiary of PubliGroupe Ltd. The following companies were then transferred from PubliGroupe Ltd to Publicitas Holding SA:

– Publicitas S.A., Lausanne – Publicitas Publimag AG, Zürich – Adnative S.A., Vernier

– Publimedia AG, Zürich

– Publicitas International AG, Basel – xentive sa, Lausanne

– Instanz AG für Kommunikation, Zürich – Publicitas Cinecom AG, Zürich – Publicitas Eastern Europe AG, Basel

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Disposals:

– 30 June 2014: disposal of the entire segment Media Sales. Since that date, the following entities have been deconsolidated:

– Publicitas Holding SA and its subsidiaries – Adnative FZ-LLC, Dubai

– Adnative Ltd, London – Adnative Sàrl, Paris

– China (H.K.) Advertising Ltd, Hong Kong

– Mediascope Publicitas (India) Private Limited, Mumbai – PDM Media (India) Private Limited, Mumbai

– Publicitas (Beijing) Advertising Co., Ltd, Beijing – Publicitas (Thailand) Ltd, Bangkok

– Publicitas Asia Holdings Ltd, Hong Kong – Publicitas B.V., Laren

– Publicitas China (HK) Advertising Ltd, Hong Kong – Publicitas Europe Ltd, London

– Publicitas GmbH, Frankfurt am Main – Publicitas GmbH, Wien

– Publicitas Hong Kong Ltd, Hong Kong

– Publicitas Inc., Dover (Publicitas North America Inc., Los Angeles) – Publicitas Inc., Toronto (Publicitas McGown Inc.)

– Publicitas Internacional S.A., Madrid

– Publicitas International Sdn Bhd, Petaling Jaya – Publicitas International SpA, Milano

– Publicitas Japan Kabushiki Kaisha, Tokyo – Publicitas Ltd, London

– Publicitas NV, Zaventem

– Publicitas Publishing Pte Ltd., Singapore

– Publicitas Rui Shi (Shanghai) Advertising Co. Ltd, Shanghai – Publicitas SAS, Paris

– Publicitas Singapore Pte Ltd, Singapore – PubliGroupe USA Holding Inc., Dover – Permedia Athens S.A., Athens – Publicitas Hellas S.A., Athens

The effects of the disposals on the consolidated interim financial statements are mentioned in the note 14.

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5. Segment reporting 1st half 2014 in millions of CHF S e ar ch & Fi nd M e d ia S al e s Dig it a l & M a rk e tin g S er vi ce s C or p or a te a n d ot h e rs E lim in a tio n s Tot a l Billings * 74.3 375.4 46.6 5.3 -3.3 498.3 Net revenue 51.4 60.1 7.2 5.3 -2.5 121.5 Gross profit 46.7 56.8 7.2 4.6 -2.5 112.8

Share in result of associates 7.5 0.1 3.7 1.3 - 12.6

Operating result 9.4 -2.8 -0.3 -4.7 - 1.6

Financial result -0.1 -0.9 - 0.7 - -0.3

Ordinary result 9.3 -3.7 -0.3 -4.0 - 1.3

Non-operating result - -42.6 - -3.0 - -45.6

Result before income taxes and minority interests 9.3 -46.3 -0.3 -7.0 - -44.3

Income taxes -0.8 0.2 -0.1 -0.2 - -0.9

Result before minority interests 8.5 -46.1 -0.4 -7.2 - -45.2

Minority interests -1.4 0.1 0.1 - - -1.2

Result attributable to shareholders of PubliGroupe Ltd 7.1 -46.0 -0.3 -7.2 - -46.4

Number of employees at the end of the period 556 - 121 60 - 737

* Billings represent the gross amounts billed to clients (including the value of ad space).

1st half 2013 in millions of CHF S e ar ch & Fi nd M e d ia S al e s Dig it a l & M a rk e tin g S er vi ce s C or p or a te a n d ot h e rs E lim in a tio n s Tot a l Billings * 71.4 403.5 42.2 5.3 -3.5 518.9 Net revenue 48.0 67.1 5.0 5.3 -2.9 122.5 Gross profit 41.7 64.0 5.0 4.5 -2.6 112.6

Share in result of associates 5.8 - 4.3 0.9 - 11.0

Operating result 4.6 -8.6 0.3 -6.2 - -9.9

Financial result - 0.1 -0.1 -0.6 - -0.6

Ordinary result 4.6 -8.5 0.2 -6.8 - -10.5

Non-operating result - - - 1.2 - 1.2

Result before income taxes and minority interests 4.6 -8.5 0.2 -5.6 - -9.3

Income taxes -0.1 -0.4 - - - -0.5

Result before minority interests 4.5 -8.9 0.2 -5.6 - -9.8

Minority interests -0.1 -0.1 0.5 - - 0.3

Result attributable to shareholders of PubliGroupe Ltd 4.4 -9.0 0.7 -5.6 - -9.5

Number of employees at the end of the period 547 1'030 94 61 - 1'732

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6. Translation of foreign currencies

The table below shows the main exchange rates used to translate balance sheet and income statement items to Swiss francs:

Exchange rates

1st half year 1st half year 30.06. 31.12.

2014 2013 2014 2013

Average Average Closing date Closing date

rates rates rates rates

CAD 1 0.8111 0.9180 0.8330 0.8367 CNY 100 14.3800 15.1840 14.3500 14.7100 EUR 1 1.2192 1.2287 1.2153 1.2271 GBP 1 1.4887 1.4401 1.5152 1.4728 HKD 100 11.4720 12.0960 11.4863 11.4848 INR 1 0.0147 0.0170 0.0148 0.0144 SGD 1 0.7062 0.7532 0.7131 0.7039 USD 1 0.8899 0.9386 0.8903 0.8906 7. Seasonality

The print activities of the segment Search & Find are subject to seasonal effects. As a consequence, earnings are stronger in the second half of the year.

Other segments have no notable seasonal cycles.

8. Investments in associates in millions of CHF as of 30 June as of 31 December 2014 2013

Share in the associates' equity

- Swisscom Directories AG 14.8 15.0

- Local.ch AG 8.3 11.4

- FPH Freie Presse Holding AG 45.6 46.6

- Zanox AG -3.9 -12.3

- Others 6.2 6.5

Total 71.0 67.2

thereof recognised as an asset (Investments in associates) 74.9 79.5

thereof recognised as a liability (Share in negative equity of associates) -3.9 -12.3

Investments in associates (net) 71.0 67.2

The investment in the associate Zanox AG and its subsidiaries (hereafter Zanox Group) is presented as a non-current liability due to the fact that PubliGroupe’s share in Zanox Group equity is negative. In compliance with PubliGroupe’s principles, goodwill, incurred by Zanox Group at the time of the acquisition

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As of 5 May 2014 PubliGroupe agreed to sell its 25.07% interest in FPH Freie Presse Holding AG to the Aktiengesellschaft für die Neue Zürcher Zeitung (NZZ-Mediengruppe) for CHF 53.0 million. Due to the current public tender offers for PubliGroupe’s shares, the closing of the transaction is subject to the shareholders’ approval and is expected in the second half of 2014. Therefore, FPH Freie Presse Holding AG is still consolidated as an associate as of 30 June 2014. The impacts of this disposal on the consolidated financial statements would be as follows:

– an increase in equity by CHF 7.4 million,

– a loss of CHF 22.1 million in the income statement due to the reversal of goodwill within the associate of CHF 29.5 million that was offset with equity.

9. Financial assets in millions of CHF as of 30 June as of 31 December Notes 2014 2013 Non-current securities 7.0 7.0

Loans to third parties 17.8 4.0

Loans to associates 9.4 17.8

Allowance for doubtful loans -2.6 -1.6

Contribution reserves available in pension institutions 6.8 12.1

Total 38.4 39.3

The increase in loans to third parties is due to the reclassification of the loan granted to xentive sa from loans to associates to loans to third parties and to the loan granted to the buyer of the segment Media Sales; see also note 14.

The decrease in the contribution reserves is due to the disposal of the segment Media Sales as a portion of these reserves was attributed to some of Media Sales companies.

10. Non-operating result

in millions of CHF 1st half year 1st half year

2014 2013

Real estate income 1.8 1.8

Non-operating income 1.8 1.8

Real estate depreciation (investment property) -0.5 -0.5

Ordinary office charges for investment properties - -0.1

Loss on disposal of subsidiaries and associates -39.5

-Other non-operating expenses -7.4

-Non-operating expenses -47.4 -0.6

Non-operating result -45.6 1.2

The loss on disposal of subsidiaries and associates relates to the disposal of the whole segment Media Sales; this amount includes translation differences previously recognized in equity; see also note 14. Other non-operating expenses are made up of transaction and advisory fees incurred in relation to the sale of the segment Media Sales and to the public tender offers for PubliGroupe’s shares.

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11. Income taxes

The income taxes for the period from 1 January to 30 June are based on the best estimate of the tax rate that will be applied to the full-year result.

12. Disposals of intangible assets

This position refers to the sale of the customer base of PrintOnline AG (which was then renamed PubliOnline AG in June 2014). As this disposal means the sale of the main asset of the company, the related goodwill (CHF 0.3 million) was reversed to the income statement.

13. Acquisitions of subsidiaries, net of cash acquired

The actual values of net assets recognised at the acquisition date are the following:

in millions of CHF 1st half year 1st half year

2014 2013

Cash and cash equivalents -0.3

-Trade receivables (net) -0.3

-Other receivables and other current assets -0.6

-Current debts 0.1

-Trade payables 0.4

-Other payables and other current liabilities 0.4

-Net assets -0.3

-Attributable to minority interests 0.2 -0.3

Net assets acquired -0.1 -0.3

Goodwill -1.2 0.1

Consideration transferred -1.3 -0.2

Cash and cash equivalents acquired 0.3

-Payments from previous year acquisitions -0.1

-Total cash outflows on acquisitions of subsidiaries -1.1 -0.2

As of 30 June 2014, this position refers to the acquisition of 50.1% interest in Sellbranch AB. As of 30 June 2013, the cash out represented the acquisition of 25% interest in Instanz AG für Kommunikation.

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14. Disposals of subsidiaries, net of cash disposed of

in millions of CHF 1st half year 1st half year

2014 2013

Cash and cash equivalents 21.5

-Trade receivables (net) 111.6

-Other receivables and other current assets 37.5

-Equipment 2.4

-Intangible assets 0.7

-Investment in associates 0.8

Financial assets 6.5

Deferred tax assets 0.7

-Current debt -3.3

Trade payables -84.8

-Other payables and other current liabilities -47.0

-Deferred tax liabilities -2.0

-Non-current provisions -3.0

-Net assets disposed of 41.6

-Attributable to minority interests -0.9

-Goodwill 8.3

-Effect of reclassification of translation differences to profit and loss 1.9

-Loss (-) / gain from disposals -39.5

-Consideration to be received 11.4

-Cash and cash equivalents disposed of -21.5

-Consideration receivable -11.4 0.2

Total cash outflows (-) / inflows on disposals of subsidiaries -21.5 0.2

This position refers to the disposal of the whole segment Media Sales. A portion of the consideration receivable (CHF 6.0 million out of CHF 11.4 million) is presented as a loan to third parties in the financial assets.

No cash transactions were incurred for the disposal of 16.5% interest in Amitel S.A.

15. Dividend paid

At the Company’s Annual General Meeting held on 29 April 2014 the shareholders decided to distribute a dividend of CHF 2.– per share (2013: CHF 10.– per share) representing an amount of CHF 4.4 million (2013: CHF 22.1 million).

16. Dividends received

This position is made up of dividends received from associates for CHF 12.8 million (30 June 2013: CHF 15.7 million) and of dividends received on marketable and non-current securities for CHF 0.5 million (30 June 2013: CHF 0.6 million).

17. Dividend paid to minority interests

This position is made up of the CHF 4.9 million dividend (2013: CHF 6.4 million) paid by LTV Gelbe Seiten AG to Swisscom AG.

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18. Adjustments for other non-cash items

in millions of CHF 1st half year 1st half year

Notes 2014 2013

Share-based payments 0.5 0.5

Financial result, excluding realised exchange differences -0.4 0.4

Current income taxes 0.9 0.3

Other non-cash income - -0.7

Other non-cash expenses - 0.1

Total adjustments for other non-cash items 1.0 0.6

19. Contingent liabilities and contingent assets

There are no contingent liabilities or contingent assets as of 30 June 2014.

20. Events subsequent to the balance sheet date

None.

21. Authorization of issue of the condensed consolidated interim financial statements

The PubliGroupe condensed consolidated interim financial statements were authorized for issue by the Board of Directors on 27 August 2014.

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PubliGroupe Ltd

Avenue Mon - Repos 22

CH – 1002 Lausanne

www.publigroupe.com

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