YELL GROUP PLC

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THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE
ATTENTION. If you are in any doubt as to what action you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other independent financial adviser, who is
authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser.
If you sell or have sold or otherwise transferred all of your Existing Ordinary Shares (other than ex-entitlement) held in certificated
form before 8:00 a.m. on 10 November 2009 (the ‘‘ex-entitlement date’’), you should send this document (the ‘‘Prospectus’’) and the
accompanying Form of Proxy and Application Form which, subject to certain exceptions, you may receive as soon as possible to the
purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to
the purchaser or transferee, except that such documents may not be sent to any jurisdiction where to do so might constitute a violation
of local securities or regulations, including but not limited to the United States or any of the Excluded Territories. Please refer to
paragraph 6 (‘‘Overseas Shareholders’’) of Part III: ‘‘Terms and Conditions of the Open Offer’’ of this Prospectus if you propose to
send this Prospectus and/or the Application Form outside the United Kingdom. If you sell or have sold or otherwise transferred all or
some of your Existing Ordinary Shares (other than ex-entitlement) held in uncertificated form before the ex-entitlement date, a claim
transaction will automatically be generated by Euroclear which, on settlement, will transfer the appropriate number of Open Offer
Entitlements to the purchaser or transferee through CREST. If you sell or have sold or otherwise transferred all or some of your
holding of Existing Ordinary Shares (other than ex-entitlement) held in certificated form before the ex-entitlement date, you should
immediately consult the stockbroker, bank or other agent through whom the sale or transfer is or was effected and refer to the
instructions regarding split applications set out in the Application Form.
The distribution of this Prospectus and/or the Application Form and/or the transfer of the New Ordinary Shares through CREST or
otherwise into jurisdictions other than the United Kingdom may be restricted by law. Accordingly, neither this Prospectus nor any
advertisement or any other offering material may be distributed or published in any jurisdiction except under circumstances that will result
in compliance with any applicable laws and regulations. Persons into whose possession these documents come should inform themselves about
and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such
jurisdictions. In particular, subject to certain exceptions, neither this Prospectus nor the Application Form should be distributed, forwarded
or transmitted to, or into, the United States or any Excluded Territory, or into any other jurisdiction where the extension or availability of
the Capital Raising would breach any applicable law.
This Prospectus, which comprises: (a) a circular prepared in compliance with the Listing Rules of the UK Listing Authority for the
purposes of the Extraordinary General Meeting convened pursuant to the Notice of Extraordinary General Meeting contained in Part
XIII: ‘‘Notice of Extraordinary General Meeting’’ of this Prospectus and (b) a prospectus relating to the Capital Raising prepared in
accordance with the Prospectus Rules of the UK Listing Authority made under section 73A of FSMA, has been approved by the FSA
in accordance with section 85 of FSMA and made available to the public in accordance with Rule 3.2 of the Prospectus Rules.
The Existing Ordinary Shares are listed on the Official List and admitted to trading on the London Stock Exchange’s main market for
listed securities. An application will be made to the UK Listing Authority and the London Stock Exchange for the New Ordinary Shares to
be admitted to the Official List of the UK Listing Authority and to trading on the main market for listed securities of the London Stock
Exchange, respectively. Subject to certain conditions being satisfied, including passing of the Capital Raising Resolutions at the
Extraordinary General Meeting, it is expected that Admission will become effective and that dealings on the London Stock Exchange in the
New Ordinary Shares will commence at 8:00 a.m. on 30 November 2009.




                                                YELL GROUP PLC
                       (Incorporated in England and Wales under the Companies Act 1985 with registered number 04180320)

   Firm Placing of 785,893,111 New Ordinary Shares at 42 pence per New Ordinary Share and
   Placing and Open Offer of 785,893,111 New Ordinary Shares at 42 pence per New Ordinary
                                             Share
                                              and
                            Notice of Extraordinary General Meeting

                     J.P. Morgan Cazenove       BofA Merrill Lynch            Deutsche Bank                            HSBC
                         Joint Sponsor,      Joint Global Co-ordinator Joint Global Co-ordinator                 Joint Bookrunner
                  Joint Global Co-ordinator,   and Joint Bookrunner        and Joint Bookrunner
                  Joint Bookrunner and Joint
                       Financial Adviser
                                                                  Rothschild
                                                   Joint Sponsor and Joint Financial Adviser

                            BNP PARIBAS              Lloyds TSB Bank Corporate Markets                     RBS Hoare Govett
                                                             Co-Lead Managers


The whole of this Prospectus and any documents incorporated herein by reference should be read by Shareholders and any other persons
considering whether or not to make an application pursuant to the Open Offer or in connection with an investment in the New Ordinary
Shares, including the risk factors set out on pages 12 to 28 of this Prospectus for a discussion of certain factors that should be considered
when deciding on what action to take in relation to the Open Offer and in deciding whether or not to make an application pursuant to the
Open Offer or an investment in the New Ordinary Shares. Your attention is also drawn to the letter from the Chairman of Yell set out in
Part I: ‘‘Letter from the Chairman of Yell’’ of this Prospectus.
J.P. Morgan Cazenove Limited (‘‘J.P. Morgan Cazenove’’), Merrill Lynch International (‘‘Merrill Lynch’’), Deutsche Bank AG, London
Branch (‘‘Deutsche Bank’’), HSBC Bank plc (‘‘HSBC’’) and N.M. Rothschild & Sons Limited (‘‘Rothschild’’), Lloyds TSB Bank plc
(‘‘Lloyds’’) and RBS Hoare Govett Limited (‘‘RBS Hoare Govett’’), each of whom are authorised and regulated by the Financial
                                                                                                     ´
Services Authority in the United Kingdom and BNP Paribas which is regulated by the Comite des Establissements de Credit et de      ´
enterprises d’investissement and supervised by the Commission Bancaire in France, are acting exclusively for the Company and no-one
else in connection with the Capital Raising and will not regard any other person (whether or not a recipient of this Prospectus) as a
client in relation to the Capital Raising and will not be responsible to anyone other than the Company for providing the protections
afforded to their respective clients or for providing advice in connection with the Capital Raising, Admission or the contents of this
Prospectus. Apart from the responsibilities and liabilities, if any, that may be imposed on each of the Joint Bookrunners, the Joint
Sponsors and the Co-Lead Managers by FSMA or the regulatory regime established thereunder, each of the Joint Bookrunners, the
Joint Sponsors and the Co-Lead Managers accepts no responsibility whatsoever, and makes no representation or warranty, express or
implied, for the contents of this Prospectus including its accuracy, completeness or verification or for any other statement made or
purported to be made by it, or on behalf of them, the Company or any other person, in connection with the Company or the Capital
Raising and nothing in this Prospectus shall be relied upon as a promise or representation in this respect, whether as to the past or the
future. The Joint Bookrunners, the Joint Sponsors and the Co-Lead Managers accordingly disclaim all and any liability whatsoever,
whether arising in tort, contract or otherwise (save as referred to above), that they might otherwise have in respect of this Prospectus or
any such statement.
Notice of an Extraordinary General Meeting of Yell to be held at the offices of Herbert Smith LLP, Exchange House, Primrose Street,
London EC2A 2HS at 11:00 a.m. on 26 November 2009 is set out in Part XIII: ‘‘Notice of Extraordinary General Meeting’’ of this
Prospectus. The Form of Proxy for use at the Extraordinary General Meeting accompanies this Prospectus and, to be valid, should be
completed and returned whether or not you intend to attend the Extraordinary General Meeting in person in accordance with the
instructions set out thereon as soon as possible but in any event so as to reach the Registrar by not later than 11:00 a.m. on
24 November 2009. The completion and return of a Form of Proxy will not preclude you from attending and voting in person at the
Extraordinary General Meeting or any adjournment thereof, if you so wish and are so entitled. Voting directions and proxy
appointments may also be completed electronically and details are given in the Notice of Extraordinary General Meeting, set out in
Part XIII: ‘‘Notice of Extraordinary General Meeting’’ of this Prospectus.
The latest time and date for acceptance and payment in full under the Open Offer is expected to be 11:00 a.m. on 24 November 2009.
The procedures for acceptance and payment are set out in Part III: ‘‘Terms and Conditions of the Open Offer’’ of this Prospectus and,
for Qualifying Non-CREST Shareholders only, also in the Application Form. Qualifying CREST Shareholders should refer to
paragraph 4.2 (‘‘If you have Open Offer Entitlements credited to your stock account in CREST in respect of your entitlement under the
Open Offer’’) of Part III: ‘‘Terms and Conditions of the Open Offer’’ of this Prospectus.
Qualifying Non-CREST Shareholders (other than, subject to certain exceptions, Excluded Territory Shareholders) will receive an
Application Form. Qualifying CREST Shareholders (who will not receive an Application Form) (other than, subject to certain
exceptions, Excluded Territory Shareholders) will receive a credit to their appropriate stock accounts in CREST in respect of their Open
Offer Entitlements which will be enabled for settlement on 11 November 2009. Applications under the Open Offer may only be made
by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim arising out of a sale or
transfer of Ordinary Shares prior to the date on which the Ordinary Shares were marked ‘‘ex’’ the entitlement by the London Stock
Exchange.
If the Open Offer Entitlements are for any reason not enabled by 8:00 a.m. on 11 November 2009 or such later time and/or date as the
Company may decide, an Application Form will be sent to each Qualifying CREST Shareholder in substitution for the Open Offer
Entitlements credited to its stock account in CREST. Qualifying CREST Shareholders who are CREST sponsored members should refer
to their CREST sponsors regarding the action to be taken in connection with this Prospectus and the Open Offer. The Application
Form is personal to Qualifying Shareholders and cannot be transferred, sold, or assigned except to satisfy bona fide market claims.
Holdings of Existing Ordinary Shares in certified and uncertified form will be treated as separate holdings for the purpose of calculating
entitlements under the Open Offer, as will holdings under different designations and in different countries.

Notice to Overseas Shareholders
The New Ordinary Shares have not been and will not be registered or qualified under the relevant laws of any state, province or
territory of the Excluded Territories and may not be offered or sold, resold, taken up, transferred, delivered or distributed, directly or
indirectly, into or within any of the Excluded Territories except pursuant to an applicable exemption from registration or qualification
requirements. Neither this Prospectus nor the Application Form is or constitutes an invitation or offer to sell or the solicitation of an
invitation or an offer to buy New Ordinary Shares in any jurisdiction in which such offer or solicitation is unlawful. Persons into
whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Subject to certain exceptions, neither this Prospectus nor the Application Form will be distributed in or into the United States or any
Excluded Territory, and neither this Prospectus nor the Application Form constitutes a public offer of New Ordinary Shares to any
Shareholder with a registered address in, or who is resident or located in (as applicable), the United States or any Excluded Territory.
The New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the ‘‘Securities
Act’’) or under any securities laws of any state or other jurisdiction of the United States. The New Ordinary Shares may not be
offered, sold, taken up, exercised, resold, transferred or delivered, directly or indirectly, within the United States, except pursuant to an
applicable exemption from, or a transaction not subject to, the registration requirements of the Securities Act and in compliance with
any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer in the United States.
The New Ordinary Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission (‘‘SEC’’), any state
securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or
endorsed the merits of the offering of the New Ordinary Shares or the accuracy or adequacy of this Prospectus. Any representation to the
contrary is a criminal offence in the United States.
The Joint Bookrunners may arrange for the placing of New Ordinary Shares in the United States only to persons reasonably believed
to be ‘‘qualified institutional buyers’’, as defined in Rule 144A under the Securities Act (‘‘QIBs’’), in reliance on the exemption from the
registration requirements of the Securities Act provided by Rule 144A or another exemption from the registration requirements of the
Securities Act. The New Ordinary Shares are being offered outside the United States in reliance on Regulation S under the Securities
Act.
In addition, until 40 days after the commencement of the Capital Raising, an offer, sale or transfer of the New Ordinary Shares within
the United States by any dealer (whether or not participating in the Capital Raising) may violate the registration requirements of the
Securities Act.
NOTICE TO NEW HAMPSHIRE RESIDENTS: NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN
APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES (‘‘RSA 421-B’’) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A
FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS
TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR
EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS

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PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO,
ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT, ANY REPRESENTATION INCONSISTENT WITH THE
PROVISIONS OF THIS PARAGRAPH.
Any reproduction or distribution of this Prospectus in whole or in part, and any disclosure of its contents or use of any information
herein for any purpose other than considering an investment in the New Ordinary Shares is prohibited, except to the extent such
information is available publicly. By accepting delivery of this Prospectus, each offeree of the New Ordinary Shares agrees to the
foregoing.
The attention of Overseas Shareholders and any person (including, without limitation, nominees, custodians or trustees) who has a
contractual or legal obligation to forward this Prospectus or the Application Form to a jurisdiction outside the United Kingdom is
drawn to paragraph 6 (‘‘Overseas Shareholders’’) of Part III: ‘‘Terms and Conditions of the Open Offer’’ of this Prospectus.
No action has been taken by Yell or by the Banks that would permit an offer of the New Ordinary Shares or possession or
distribution of this Prospectus or any other offering or publicity material or the Application Form in any jurisdiction where action for
that purpose is required, other than the United Kingdom and the Republic of Ireland. None of the Company, the Banks or any of
their respective affiliates is making any representation to any offeree, purchaser or acquirer of New Ordinary Shares regarding the
legality of an investment in the Open Offer or the New Ordinary Shares by such offeree, purchaser or acquirer under the laws
applicable to such offeree, purchaser or acquirer.
This Prospectus is dated 10 November 2009.




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                                                                                          TABLE OF CONTENTS

Summary ..................................................................................................................................                                        5
Risk Factors.............................................................................................................................                                        12
Expected Timetable of Principal Events..................................................................................                                                         29
Share Capital Statistics ............................................................................................................                                            30
Important Information ............................................................................................................                                               31
Directors, Secretary and Advisers ...........................................................................................                                                    42
Part I                                                 Letter from the Chairman of Yell .....................................................................                    44
Part II                                                Some Questions and Answers about the Capital Raising .................................                                    57
Part III                                               Terms and Conditions of the Open Offer..........................................................                          63
Part IV                                                Description of the Group ..................................................................................               84
Part V                                                 Regulatory Framework Overview......................................................................                       99
Part VI                                                Operating and Financial Review of Yell ...........................................................                       106
Part VII                                               Financial Information on Yell ...........................................................................                136
Part VIII                                              Directors and Corporate Governance ...............................................................                       145
Part IX                                                Taxation .............................................................................................................   149
Part X                                                 Additional Information......................................................................................             157
Part XI                                                Information Incorporated by Reference ............................................................                       193
Part XII                                               Definitions ..........................................................................................................    194
Part XIII                                              Notice of Extraordinary General Meeting.........................................................                         202




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                                                       SUMMARY
The following summary information (including the selected financial information on Yell) should be read
as an introduction to, and in conjunction with, the information appearing elsewhere in, or incorporated by
reference into, this Prospectus. Any investment decision relating to the Capital Raising should be based
on consideration of this Prospectus (and the documents incorporated herein by reference) as a whole.
Where a claim relating to information contained in, or incorporated by reference into, this Prospectus is
brought before a court in a member state of the European Economic Area, a plaintiff investor may,
under the national legislation of that member state, have to bear the costs of translating this Prospectus
or any document incorporated by reference into it before legal proceedings are initiated. Civil liability
attaches to those persons who are responsible for this summary, including any translation of this
summary, but only if this summary is misleading, inaccurate or inconsistent when read together with the
other parts of this Prospectus (including the information incorporated herein by reference).

1.    Background to and reasons for the Capital Raising
The Group delivers value for money advertising solutions; however, the wide deterioration in global
economic conditions has had a significant negative effect on Yell’s operating performance and balance
sheet position. The Group’s revenue began declining in the three months ended 30 September 2008
with a decline of 1 per cent., on a constant currency basis, compared to the same period in the prior
year. This revenue decline has continued through the economic downturn and, for the three months
ended 30 September 2009, the Group’s revenue declined by 15.6 per cent. on a constant currency
basis, as compared to the same period in the prior year. The Group does not expect revenue to
improve until after market conditions improve.
The duration and severity of the financial market dislocation and economic contraction, which, to
date, has resulted in a substantial reduction in the supply of available debt financing, is uncertain. In
the face of these challenging market conditions, the satisfaction of the debt covenants under the
Group’s Existing Facilities Agreement is becoming increasingly difficult. In addition, a significant
portion of the Group’s term loans under the Existing Facilities Agreement will need to be refinanced
before April 2011, when they fall due. The uncertainty regarding the severity of the economic
downturn and the Group’s need to refinance the amounts outstanding under its Existing Facilities
Agreement has led the Board to conclude that the Group’s capital structure is no longer appropriate
for the business going forward.
As announced on 2 November 2009, the Group concluded discussions with its lending banks with a
view to refinance its Existing Debt Facilities. The Group announced that in excess of 95 per cent. (by
value) of the lenders of record had agreed to accept the Invitation (as defined herein). The remaining
lenders of record who have not accepted the Invitation will be repaid in accordance with the revised
covenant package contained in the Existing Facilities Agreement.
The Refinancing (as defined herein) is conditional upon, among other things, a minimum gross equity
raising of £500 million to prepay amounts outstanding under the New Facilities Agreement. The
Company is proposing to raise gross proceeds of approximately £660 million through the Capital
Raising to accelerate the prepayment of amounts outstanding under its New Facilities Agreement,
improve the strength of its balance sheet, and lower the costs of borrowing by taking advantage of
the margin ratchet provisions of the New Facilities Agreement.

2.   Principal terms of the Capital Raising
The Board proposes to raise gross proceeds of approximately £660 million through the issue of
785,893,111 New Ordinary Shares in the Placing and Open Offer and 785,893,111 New Ordinary
Shares in the Firm Placing all at an issue price of 42 pence per New Ordinary Share
The Issue Price of 42 pence represents a 12.5 per cent. discount to the Closing Price of 48 pence per
Ordinary Share on 9 November 2009 (being the last Business Day before the announcement of the
Capital Raising). The size of the discount was determined following discussions with a number of key
institutional investors who have confirmed their intention to purchase the New Ordinary Shares at
that price. The level of discount reflects the need, due to the size of the Capital Raising relative to
the existing market capitalisation of the Group, to generate demand from both existing shareholders
of the Group and new investors. Given the size of the discount, Shareholders are being asked to
approve the Issue Price at the Extraordinary General Meeting.
Under the terms of the Placing and Open Offer, Qualifying Shareholders (other than, subject to
certain exceptions, Excluded Territory Shareholders) will be given the opportunity to apply for the

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Open Offer Shares at the Issue Price, pro rata to their holdings of Existing Ordinary Shares on the
Record Date, on the following basis:
                                                                         1 Open Offer Share for every 1 Existing Ordinary Share
The Firm Placed Shares are not subject to clawback and do not form part of the Open Offer.
The Placing and Open Offer and the Firm Placing are fully underwritten by the Joint Underwriters,
subject to, and on the terms set out in, the Placing Agreement entered into by the Company on
10 November 2009.
Admission is expected to occur and dealings in the New Ordinary Shares are expected to commence
on the London Stock Exchange at 8:00 a.m. on 30 November 2009. The New Ordinary Shares will,
when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares.
The latest time and date for acceptance and payment in full under the Open Offer is expected to be
11:00 a.m. on 24 November 2009. For Qualifying Non-CREST Shareholders, completed Application
Forms should be returned to the Registrar so as to be received by no later than 11:00 a.m. on
24 November 2009.
The Firm Placing and Placing and Open Offer are conditional, amongst other things, on Shareholder
approval, Admission and the Placing Agreement becoming unconditional in all respects.
Upon completion of the Capital Raising, the New Ordinary Shares will represent approximately 200
per cent. of the Company’s existing share capital and approximately 67 per cent. of the Company’s
Enlarged Issued Share Capital. Following the issue of the New Ordinary Shares to be allotted
pursuant to the Capital Raising, Qualifying Shareholders who take up their full entitlements in
respect of the Open Offer will experience a dilution of approximtely 33 per cent. of their interests in
the Company as a result of the Firm Placing. Qualifying Shareholders who do not take up any of
their entitlements in respect of the Open Offer will experience greater dilution of approximately 67
per cent. to their interests in the Company as a result of the Firm Placing and Open Offer.

3.                                                     Strengths and strategies
The Board believes that the Group has a number of key strengths, including the following:
*    leading positions in the classified directory advertising sector in the United Kingdom, the United
     States, Spain and Latin America;
*                                                      strong relationships with a wide, diverse and loyal customer base;
*                                                      extensive field and telephone sales forces, expertly supported, targeted and incentivised;
*                                                      channel-neutral approach delivering widely-used, high value advertising solutions for SMEs;
*                                                      excellent brand recognition;
*                                                      strong cash generation with cash conversion of 89.5 per cent. or more from adjusted EBITDA;
                                                       and
*                                                      a proven management team.
The key objectives and strategies of the Group are to:
*    leverage its ‘‘one-stop shop’’ multi-channel platform to become the best provider of quality
     business leads for SMEs;
*                                                      maintain and prove value to further improve customer retention;
*                                                      deliver additional value from new technologies and assist the migration of SMEs online; and
*                                                      continue to focus on operational and sales efficiency.

4.   Current trading and future prospects of Yell
The Group’s third quarter trading is in line with guidance given on 10 November 2009, when the
Group indicated it expected revenue for the third quarter to be around 16 per cent. lower than the
comparable period last year at constant exchange rates. For the three months ended 30 September
2009, actual revenue at constant exchange rates was down 15.6 per cent. compared to the same
period last year.

Trading conditions continue to be challenging and the Group believes it is too early to tell if
confidence has returned to its core target customer base. As a consequence, the Group does not

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currently anticipate any significant improvement in the rate of year on year revenue decline for the
remainder of the fiscal year.

5.    Summary of risk factors
Shareholders should consider carefully the risks and uncertainties listed below, which may adversely
affect Yell’s business, financial condition and results of operations.

Risks relating to the Group’s business and the markets in which it operates
*    If the Capital Raising does not complete, the Group could breach certain financial covenants in
     its debt facilities when they are next tested as at 31 December 2009 and, consequently, the
     syndicate of lenders would have the right, but not the obligation, to demand immediate
     repayment of all amounts due to them, subject to a two-thirds majority vote of the lenders
     approving such action.
*                                                      The Group’s financial indebtedness and the covenants under the New Facilities Agreement may
                                                       restrict its flexibility and limit its ability to withstand adverse trading conditions.
*                                                      The global economic downturn has had, and may continue to have, a material adverse effect on
                                                       the Group’s business, financial condition and results of operations.
*                                                      The use of printed directories is declining and the Group may not be able to offset the resulting
                                                       decline in revenue.
*                                                      The growth of the Group’s business depends on its ability to successfully enhance and expand
                                                       its offering of internet and new media products.
*                                                      If the Group is unable to compete effectively with other printed and online directory publishers,
                                                       internet search engines and other traditional and new media, the Group may be unable to
                                                       maintain or improve its competitive position.
*                                                      The Group’s success depends on its continuing ability to recruit and retain qualified sales
                                                       personnel.
*                                                      The Group’s business depends on the strength and visibility of the Group’s brands. Failure to
                                                       promote and reinforce consumer trust in these brands, or negative publicity regarding the
                                                       Group, could impair the Group’s ability to expand its business.
*                                                      The Group’s business may be adversely affected by its reliance on, and its extension of credit to,
                                                       small and medium-sized businesses.
*                                                      The Group’s dependence on a few principal suppliers may have a material adverse effect on its
                                                       business.
*                                                      The Group’s regulatory environment restricts its commercial freedom in the United Kingdom.
*                                                      The loss of important intellectual property rights could adversely affect the Group’s
                                                       competitiveness.
*                                                      The measures that the Group has taken to maximise efficiency, reduce its cost base and position
                                                       its business for the difficult trading conditions may not be adequate and may detrimentally
                                                       affect the Group’s competitiveness in the future.
*                                                      The Group may be unable to retain senior managers or attract or retain other key employees.
*                                                      The Group is exposed to fluctuations in currency exchange rates.
*                                                      The Group is exposed to fluctuations in interest rates.
*                                                      The current global economic downturn and dislocation in the financial markets may expose the
                                                       Group to counterparty credit risks and liquidity risks, including with respect to derivative
                                                       financial instruments.
*                                                      The Group is exposed to the risk of failures in its information technology systems.
*                                                      Any disruption or failure, or other ineffectiveness, of the Group’s internal controls could have a
                                                       material adverse effect on the Group’s business, financial condition or results of operations.
*                                                      New laws and regulations or changes in the interpretation or enforcement of existing laws and
                                                       regulations could have a material adverse effect on the Group’s business, financial condition and
                                                       results of operations.

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*                                                      If the Group cannot evolve through acquisitions, the Group’s ability to expand its business may
                                                       be adversely affected.
*                                                      Legal actions could have a material adverse effect on the Group’s business, financial condition
                                                       and results of operations.
*                                                      The Group is exposed to certain risks from its operations in the Latin American region.
*                                                      Increased paper prices may have a material adverse effect on the Group’s business.
*                                                      Legislative and other policy initiatives directed at limiting or restricting the distribution of
                                                       printed directories or shifting the costs and responsibilities of waste management related to
                                                       printed directories could adversely affect the Group’s business, financial condition and results of
                                                       operations.
*                                                      The Group’s results may vary from quarter to quarter and may not be indicative of its results
                                                       for the full year.
*                                                      The Group is exposed to funding risks in relation to its pension schemes.
*                                                      The final determination of the Group’s tax liability may be materially different from what is
                                                       reflected in the Group’s tax provisions and related balance sheet accounts.

Risks relating to the Capital Raising and the Ordinary Shares
*    The market price of the Ordinary Shares may fluctuate in response to a number of factors,
     many of which are outside the Group’s control.
*                                                      Most Shareholders will experience a dilution of their percentage ownership of the Company as a
                                                       result of the Capital Raising. In addition, if the Company decides to offer additional Ordinary
                                                       Shares in the future, this could result in the dilution of the interests of Shareholders.
*                                                      The share price of the Ordinary Shares may be negatively affected if Qualifying Shareholders do
                                                       not take up their entitlements in respect of the Open Offer in full.
*                                                      Shareholders in certain jurisdictions may not be able to subscribe for New Ordinary Shares in
                                                       the Open Offer or for future issues of shares, and such Shareholders’ ownership and voting
                                                       interests in the Company’s share capital will accordingly be diluted.
*                                                      The Royal Mail has suffered, and may continue to suffer, delays and disruptions as a result of
                                                       industrial strife, and Qualifying Non-CREST Shareholders should act promptly and may need to
                                                       make alternative delivery arrangements if they wish to participate in the Open Offer.
*                                                      The Company’s ability to pay dividends is restricted by the New Facilities Agreement, and its
                                                       ability to resume paying dividends will depend on its and its subsidiaries’ ability to maintain
                                                       sufficient levels of distributable reserves, profits and cash flows.
*                                                      Shareholders may be exposed to fluctuations in currency exchange rates.
*                                                      Some of the current larger Shareholders will continue to hold a significant interest in the
                                                       Company and may be in a position to exert significant influence over matters relating to its
                                                       business.
*                                                      The ability of Overseas Shareholders to bring actions or enforce judgments against the Company
                                                       or the Directors may be limited.




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6.    Selected financial information on Yell
Set out below is a summary of the Group’s financial results under IFRS. The financial information
below has been extracted without material adjustment from the Group’s unaudited interim financial
results for the six-month periods ended 30 September 2009 and 2008 and the Group’s audited
financial statements for the years ended 31 March 2009, 2008 and 2007.

                                                       At and for the six months
                                                          ended 30 September          At and for the year ended 31 March
All figures in £ millions (unless                             2009          2008           2009           2008
otherwise stated)                                      (unaudited) (unaudited)        (audited)     (audited)        2007(1)
Group income statement information
Group revenue                                                982.8        1,023.2       2,397.9       2,218.7          2,075.1
Group adjusted EBITDA(2)                                     296.9          344.3         816.1         738.9            677.5
Group operating profit (loss)                                 203.6          250.9        (736.2)        575.5            512.0
Net finance costs                                            (164.9)        (132.6)       (296.7)       (263.2)          (257.6)
Loss on disposal of subsidiary                                  —              —             —           (1.4)            (6.4)
Profit (loss) before taxation                                  38.7          118.3      (1,032.9)        310.9            248.0
Tax on profit on ordinary activities                          (12.9)         (33.1)       (108.5)       (104.1)           (31.7)
Profit (loss) for the period                                   25.8           85.2      (1,141.4)        206.8            216.3
Attributable to:
Minority interests                                              —              —             —            0.1              3.6
Equity shareholders of the Group                              25.8           85.2      (1,141.4)        206.7            212.7
Group statement of financial position
Current assets                                             1,267.7        1,381.6       1,491.3       1,343.6          1,265.7
Total assets                                               5,955.8        6,916.9       6,512.9       6,809.7          6,410.1
Loans and other borrowings falling
due within one year                                         (405.0)        (363.6)       (381.7)       (316.4)          (224.3)
Other current liabilities                                   (740.0)        (694.2)       (756.3)       (711.3)          (681.6)
Net current assets                                           122.7          323.8         353.3         315.9            359.8
Total assets less current liabilities                      4,810.8        5,859.1       5,374.9       5,782.0          5,504.2
Loans and other borrowings falling
due after more than one year                              (3,448.4)       (3,519.4)    (3,876.6)     (3,503.4)        (3,505.0)
Other non-current liabilities                               (731.5)         (582.7)      (807.3)       (612.0)          (550.6)
Net assets                                                   630.9         1,757.0        691.0       1,666.6          1,448.6
Attributable to:
Capital and reserves attributable to
equity shareholders                                          630.9        1,757.0         691.0       1,666.6          1,438.5
Minority interests                                              —              —             —             —              10.1
Other financial information
Depreciation, amortisation and
impairment charges                                           (93.3)          (82.8)    (1,449.3)       (160.7)          (156.6)
Capital expenditure(3)                                       (24.8)          (23.8)       (68.0)        (49.6)           (45.7)
Net cash inflow from operating
activities                                                   249.8          192.1         406.4         335.1            226.6


(1) The Group income statement information and other financial information for the year ended 31 March 2007 are extracted without
    material adjustment from the audited financial statements for the year ended 31 March 2007. The Group statement of financial
    position information for the year ended 31 March 2007 is extracted without material adjustment from the comparative
    information for the year ended 31 March 2007 presented in the audited financial statements for the year ended 31 March 2008.
(2) Operating profit before depreciation, amortisation and exceptional items.
(3) Capital expenditure represents cash expenditure on software, property, plant and equipment.


7.   Dividends and dividend policy
As part of the New Facilities Agreement, Yell is restricted from paying dividends until its net debt to
EBITDA ratio is less than 3.50:1, subject to the exceptions described below.
Subject to reducing the New Debt Facilities by the Minimum Reduction Amount within 18 months
of the first utilisation date of the New Debt Facilities, as part of the negotiation of the terms of the
New Facilities Agreement, the Company has agreed an exception to the dividend restriction. In the

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financial year commencing 1 April 2010 (but not before 1 December 2010), the Company may pay an
annual dividend of £25 million plus a further £8.5 million for every £50 million by which the amount
of gross proceeds of the Capital Raising exceeds £500 million (of which up to one third may be paid
as the interim dividend with the remaining proportion paid as the final dividend). Based on gross
proceeds of the Capital Raising of approximately £660 million, this implies Yell is able, under the
terms of its New Facilities Agreement, assuming the Minimum Reduction Amount is raised, to pay
an annual dividend of no more than £50.5 million.
The Board intends to re-assess its dividend policy on a regular basis with a view (subject to business
performance, the ongoing investment requirements of the business and the restrictions under the New
Facilities Agreement) to re-commence the payment of dividends.

8.    Working capital
The Company is of the opinion that, after taking into account the net proceeds of the Capital
Raising and the New Debt Facilities, the Group has sufficient working capital for its present
requirements, that is for at least 12 months from the date of this Prospectus.

9.    Importance of the vote
The Capital Raising Resolutions must be passed by Shareholders at the Extraordinary General Meeting
in order for the Capital Raising to proceed and, due to the conditionality described above, in order for
the New Facilities Agreement and the amendments to the Existing Facilities Agreement to become
effective. The Board believes that the resulting stronger capital base will provide the Group with greater
financial and operational flexibility and resilience in the event that the adverse economic conditions
currently being experienced in the Group’s core markets persist for an extended period of time.
If the Capital Raising Resolutions are not passed and the Capital Raising does not complete, the Board
believes it will not be possible to satisfy the equity raising condition described above, meaning that the
New Facilities Agreement and the amendments to the Existing Facilities Agreement will not become
effective. In this event, the Group will remain subject to the Existing Facilities Agreement and the
financial covenants therein, certain of which are to be tested next as at 31 December 2009. Under these
circumstances, it is probable that the Group would breach its covenants in this timescale. A breach of
any one of the covenants would represent an event of default under the Existing Facilities Agreement
and, consequently, the syndicate of lenders would have the right, but not the obligation, to demand
immediate repayment of all amounts due to them, subject to a two-thirds majority vote of the lenders by
value approving such action. It should also be noted, the Group’s independent auditors,
PricewaterhouseCoopers LLP, in their Auditor’s Report for the year ended 31 March 2009 and their
Auditor’s Independent Review Report for the six months ended 30 September 2009, indicated the
existence of a material uncertainty that may cast significant doubt about the Group’s ability to continue
as a going concern, based on the risk that the Group would need to reset its financial covenants with its
lenders as a result of increasingly uncertain trading conditions. The Directors reiterated this material
uncertainty in the Group’s financial report for the six months ended 30 September 2009.
If the Capital Raising does not complete, the Group would be obliged to try to renegotiate the Existing
Facilities Agreement with its lenders, or try to obtain debt or equity financing from other sources, before
the next financial covenant test date as at 31 December 2009 in order to avoid a probable covenant
breach at that time. However, the Board considers it unlikely that the Group would be able to obtain
debt or equity financing from other sources prior to 31 December 2009. Alternatively, the Group could
also seek to reach an agreement with its lenders to defer the covenant test date whilst the Group pursues
the above options. Whilst the Board may be able to renegotiate the Existing Facilities Agreement or
obtain other debt or equity financing, the Board believes, based on discussions with the Group’s lenders,
that any alternative debt funding would be significantly more expensive than the Existing Debt Facilities
and the New Debt Facilities and would result in the imposition of significantly more onerous obligations
on the Group than those that apply under the Existing Facilities Agreement and those that would have
applied under the New Facilities Agreement. Furthermore, the Board believes that the Capital Raising
represents the only viable means of meeting the equity raising condition under the New Facilities
Agreement.
If the Group is unable to renegotiate the Existing Facilities Agreement with its lenders or obtain debt or
equity financing from other sources, then the Group would immediately be required to find alternative
methods of reducing its debt levels. Whilst it is possible that an alternative solution may be available,
there is a significant risk that any such solution would not be sufficient to address the Group’s capital
structure issues within the timeframe required.

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Consequently, if the Capital Raising does not complete, the Board believes there is a material risk that
the Group could face insolvency in the event of a breach of the covenants as at 31 December 2009,
depending on the decisions made by its lenders, which could result in the total loss of value in the
Ordinary Shares.
Accordingly, the Board believes the Capital Raising is in the Shareholders’ best interests and
recommends that Shareholders vote in favour of the Resolutions.




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                                                                                            RISK FACTORS
The Capital Raising and any investment in Yell is subject to a number of risks. Accordingly, investors
and prospective investors should consider carefully all of the information set out in this Prospectus and
all of the information incorporated by reference into this Prospectus, including, in particular, the risks
described below, prior to making any investment decision. The risks described below are considered to be
material by the Directors and are based on information known at the date of this Prospectus, but may
not be the only risks to which the Group is exposed. Additional risks and uncertainties, which are
currently unknown to the Group or that the Group does not currently consider to be material, may also
have a material adverse effect on the Group’s business, financial condition and results of operations and
could negatively affect the value of the New Ordinary Shares.
If any of the following or other risks were to occur, the Group’s business, financial condition and results
of operations could be materially adversely affected and the value of the New Ordinary Shares could
decline and investors could lose all or part of the value of their investment. Investors and prospective
investors should consider carefully whether an investment in Yell is suitable for them in light of the
information set out in this Prospectus, the information incorporated by reference into this Prospectus and
their own personal circumstances. Furthermore, investors and prospective investors should consult their
financial, legal and tax advisers to carefully review the risks associated with an investment in the New
Ordinary Shares.

1.                                                     Risks relating to the Group’s business and the markets in which it operates
If the Capital Raising does not complete, the Group could breach certain financial covenants in its debt
facilities when they are next tested as at 31 December 2009 and, consequently, the syndicate of lenders would
have the right, but not the obligation, to demand immediate repayment of all amounts due to them, subject to a
two-thirds majority vote of the lenders approving such action.
In addition to a number of operational actions undertaken by the Company in response to
deteriorating market conditions, the Board initiated a process to comprehensively refinance the
Group’s capital structure, as announced on 30 June 2009 and subsequently on 23 September 2009. As
part of this process, the Group held discussions with its lenders to agree an extension of the
maturities and change the terms of the Group’s debt facilities. These discussions have now concluded
and an agreement has been reached on the New Facilities Agreement, which will become effective
subject to, among other things, a minimum gross equity raising of £500 million to prepay amounts
outstanding under the New Facilities Agreement. If the Capital Raising Resolutions are not passed
and the Capital Raising does not proceed, the Board believes it will not be possible to satisfy this
equity raising condition, meaning that the New Facilities Agreement and amendments to the Existing
Facilities Agreement will not become effective. In this event, the Group will remain subject to the
Existing Facilities Agreement and the financial covenants therein, certain of which are to be tested
next as at 31 December 2009. Under these circumstances, it is probable that the Group would breach
its covenants in this timescale. A breach of any one of the covenants would represent an event of
default under the Existing Facilities Agreement and, consequently, the syndicate of lenders would
have the right, but not the obligation, to demand immediate repayment of all amounts due to them,
subject to a two-thirds majority vote of the lenders by value approving such action. It should also be
noted, the Group’s independent auditors, PricewaterhouseCoopers LLP, in their Auditor’s Report for
the year ended 31 March 2009 and their Auditor’s Independent Review Report for the six months
ended 30 September 2009, indicated the existence of a material uncertainty that may cast significant
doubt about the Group’s ability to continue as a going concern, based on the risk that the Group
would need to reset its financial covenants with its lenders as a result of increasingly uncertain
trading conditions. The Directors reiterated this material uncertainty in the Group’s financial report
for the six months ended 30 September 2009.
If the Capital Raising does not complete, the Group would be obliged to try to renegotiate the
Existing Facilities Agreement with its lenders, or try to obtain debt or equity financing from other
sources, before the next financial covenant test date as at 31 December 2009 in order to avoid a
probable covenant breach at that time. However, the Board considers it unlikely that the Group
would be able to obtain debt or equity financing from other sources prior to 31 December 2009.
Alternatively, the Group could also seek to reach an agreement with its lenders to defer the covenant
test date whilst the Group pursues the above options. Whilst the Board may be able to renegotiate
the Existing Facilities Agreement or obtain other debt or equity financing, the Board believes, based
on discussions with the Group’s lenders, that any alternative debt funding would be significantly more
expensive than the Existing Debt Facilities and the New Debt Facilities and would result in the

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imposition of significantly more onerous obligations on the Group than those that apply under the
Existing Facilities Agreement and those that would have applied under the New Facilities Agreement.
Furthermore, the Board believes that the Capital Raising represents the only viable means of meeting
the equity raising and repayment conditions under the New Facilities Agreement.
If the Group is unable to renegotiate the Existing Facilities Agreement with its lenders or obtain debt
or equity financing from other sources, then the Group would immediately be required to find
alternative methods of reducing its debt levels. While it is possible that an alternative solution may be
available, there is a significant risk that any such solution would not be sufficient to address the
Group’s capital structure issues within the timeframe required.
Consequently, if the Capital Raising does not complete, the Board believes that there is a material
risk that the Group could face insolvency in the event of a covenant breach when the financial
covenants are next tested as at 31 December 2009, depending on the decisions made by its lenders,
which could result in the total loss of value in the Ordinary Shares.

The Group’s financial indebtedness and the covenants under the New Facilities Agreement may restrict its
flexibility and limit its ability to withstand adverse trading conditions.
At 30 September 2009, the Group’s net debt amounted to £3.8 billion (£4.2 billion at 31 March
2009). The Group incurred net interest expenses of £165 million in the six months ended 30 September
2009 and £297 million in the year ended 31 March 2009. Like any company with significant
borrowings, the Group is subject to the risk that, in the longer term, it may be unable to generate
sufficient cash flow, or to obtain sufficient funding, to satisfy its obligations to service or refinance its
indebtedness. The Group’s ability to make scheduled payments on its indebtedness or to refinance its
obligations under the New Facilities Agreement, over the longer term, will depend on its financial and
operating performance, which in turn, will be subject to prevailing economic and competitive
conditions and to financial and business risks, many of which may be beyond its control. There can
be no assurance that the Group’s cash flows and capital resources will be sufficient to fund its debt
service obligations in the longer term. In particular, the Group’s substantial level of indebtedness may
have important consequences, including, but not limited to:
*                                                      requiring the Group to devote a significant portion of its cash flow to service its debt
                                                       obligations;
*                                                      limiting the Group’s ability over the longer term to obtain additional financing for working
                                                       capital, capital expenditures, acquisitions and developments or debt service obligations, or its
                                                       ability to refinance existing indebtedness;
*                                                      limiting the Group’s flexibility in planning for, or reacting to, changes in market conditions and
                                                       competitive pressures;
*                                                      placing the Group at a disadvantage compared to its competitors that may be less leveraged and
                                                       subject to less restrictive financial covenants;
*                                                      increasing the Group’s vulnerability to general adverse economic and industry conditions,
                                                       including increases in interest rates and credit spreads; and
*                                                      increasing the cost of servicing the Group’s indebtedness in the event that financial covenants
                                                       are renegotiated.
The New Debt Facilities will, on completion, constitute more than 94 per cent. of the Group’s total
debt and will require the Group to comply with certain financial covenants. Please see paragraph 11.3
(‘‘New Facilities Agreement’’) of Part X: ‘‘Additional Information’’ of this Prospectus for a
description of the principal terms, including the financial covenants, of the New Facilities Agreement.
The Group’s compliance with its financial covenants under its New Facilities Agreement depends on a
number of factors, many of which are beyond its control. A prolonged economic contraction either
globally or in the Group’s core markets, or further deterioration in business activity and the market
for classified directory advertising, may have a further material adverse effect on the Group’s
earnings. In the longer term, such a prolonged economic contraction or further significant
deterioration in the Group’s business would be likely to adversely affect its ability to achieve the
requisite financial ratios imposed by its financial covenants. A breach of any of these covenants could
cause an event of default and, if unremedied, accelerate the repayment obligation(s) of some or all of
the Group’s indebtedness. As a result, the Group may be required to reduce investments in its
business, lower expenditure, dispose of assets for less than their book value, issue additional shares
that may further dilute its shareholders, or seek additional debt financing that may increase its debt

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service obligations, require the payment of additional fees, impose additional or more onerous
covenants or require members of the Group to pledge additional security.
The Group’s New Facilities Agreement contains significant restrictions, which limit the Group’s
flexibility in operating its business. Various covenants contained in the Group’s New Facilities
Agreement will limit its ability to pay dividends or make other distributions, borrow money, use
assets as security in other transactions, make certain asset dispositions, make investments, grant
guarantees or make loans. The Group’s New Facilities Agreement contains additional fees and a step-
up provision, which may limit the Group’s flexibility in operating its business. If the New Debt
Facilities are not reduced by an aggregate amount of not less than £250 million (the ‘‘Minimum
Reduction Amount’’) by the date falling 18 months after the first utilisation date of the New Debt
Facilities, the Group will be obliged to pay an additional fee to the lenders of 0.50 per cent. of the
total aggregate amount of the New Debt Facilities at that date and the interest rate margins will
increase by 0.50 per cent. To avoid higher interest expenses and an additional fee, the Group may
issue additional shares that may further dilute its shareholders, seek additional debt financing, reduce
investments in its business, lower expenditures or dispose of assets (which may be for less than their
book value). The Company does not intend to issue additional shares in the next twelve months.
Any of the above risks could have a material adverse effect on the Group’s business, financial
condition and results of operations.

The global economic downturn has had, and may continue to have, a material adverse effect on the Group’s
business, financial condition and results of operations.
The length and severity of the current economic downturn and the uncertainty caused by the global
credit and liquidity crisis has had a significant effect on the Group’s core customer base and has
adversely affected demand for the Group’s products. The Group primarily derives its revenue from
the sale of advertising in its printed and internet products. The Group has experienced recessionary
pressures since December 2007 and, since mid-2008, the Group has experienced declines in organic
revenue growth, particularly in the Group’s printed directories business, as the Group’s customers
have been reducing their advertising expenditure. At constant exchange rates, the Group’s total
revenue declined by 13.2 per cent. in the six months ended 30 September 2009 and 4.6 per cent. in
the year ended 31 March 2009 compared to the same periods in the prior year.
In addition, the Group’s financial plans for all of its operations were reduced when tests of
impairment were carried out during the 2009 financial year to reflect the deepening economic
recessions in Europe and the United States and expectations for the recession to spread to Latin
America. Accordingly, in 2009 the Group recognised an impairment loss of £1,272 million on
goodwill related to its operations in Spain (£1,104 million), Chile (£120 million), Argentina (£41
million) and Peru (£7 million).
A continuing economic downturn or recession could result in:
*                                                      further declines in demand for printed directories advertising and other Group products;
*                                                      decreases in advertising prices;
*                                                      increased bad debts as a result of advertising customers experiencing financial difficulty;
*                                                      the loss of advertising customers;
*                                                      charges relating to the impairment of intangible assets or further charges relating to the
                                                       impairment of goodwill;
*                                                      higher operating costs; and/or
*                                                      higher interest rates payable under the Group’s borrowings;
any of which could have a material adverse effect on the Group’s business, financial condition and
results of operations.

The use of printed directories is declining and the Group may not be able to offset the resulting decline in
revenue.
The Group derives the majority of its revenue (74 per cent. for the six months ended 30 September
2009 and 80 per cent. for the year ended 31 March 2009) from the sale of advertising in its printed
classified directories. Increasingly, consumers are using a wider variety of channels to find local
businesses and usage of printed directories is declining, especially in urban areas, where internet
penetration is typically high. The growth of search engines such as Google, Yahoo! and MSN has
contributed to the declining usage of printed directories. These search engines have developed local

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search products that are targeted specifically at drawing advertising customers away from the printed
directories market. Yell’s market research indicates that usage of the main UK printed directories has
declined from a monthly average of 184 million in the 2004 financial year to 124 million in 2009
financial year. In the United States, according to Knowledge Networks/SRI (KN/SRI), overall
references to printed yellow pages directories have gradually declined from 15.1 billion in 2003 to 12.3
billion in 2008. The Group believes that the shift away from printed directories in favour of internet
and mobile-based searches will continue, and as a result, an increasing proportion of the Group’s
revenue will be derived from internet and mobile-based products as consumers increasingly turn to
online, mobile and other new channels for local commercial search information.
The decline in printed directory usage has contributed to a decline in revenue from the Group’s
printed directories as advertising customers have consequently reduced their printed classified directory
spend. Total revenue from the Group’s printed directories declined by 20 per cent. in the six months
ended 30 September 2009 and 10 per cent. in the year ended 31 March 2009, compared to the same
periods in the prior year on a constant currency basis. Further declines in the usage of printed
directories could lead to further reductions in the Group’s revenue. Although the Group believes that
any decline in the usage of its printed directories will be offset, at least in part, by a continued
increase in usage of its internet and mobile-based products, such usage or the rates paid by internet
advertising customers may not be sufficient to enable the Group to maintain or increase revenue or
profits.

The growth of the Group’s business depends on its ability to successfully enhance and expand its offering of
internet and new media products.
The Group expects to derive a greater portion of its total revenue from its internet and other new
media products, as directory usage continues to shift from printed directories to internet and other
new media products.
The Group’s expansion in internet and new media products is subject to a variety of challenges and
risks, including the following:
*                                                      the Group may not grow internet usage on its own sites at the same rate as other providers;
*                                                      internet usage as a source of information and a medium for advertising may not continue to
                                                       grow, or may grow at a slower rate than currently anticipated, as a result of factors that the
                                                       Group cannot predict or control;
*                                                      the Group may incur substantial additional costs and expenses related to investments in its
                                                       information technology, modifications to existing products and development of new products
                                                       and this may reduce profit margins in the future;
*                                                      the Group may be unable to recruit and retain qualified sales consultants or efficiently train or
                                                       support its sales consultants to effectively market new products;
*                                                      the Group may be unable to develop and market new products in a timely and efficient manner,
                                                       as the Group’s markets are characterised by rapidly changing technology, introductions and
                                                       enhancements to existing products and shifting advertising customer and end-user demands,
                                                       including technology preferences;
*                                                      the Group may be unable to improve its information technology systems so as to efficiently
                                                       manage increased levels of traffic on the Group’s websites;
*                                                      the Group’s focus on its internet and new media products may distract or deter advertising
                                                       customers from pursuing advertising opportunities in the Group’s printed products;
*                                                      the Group may be unable to keep apprised of changes to search engines’ terms of service or
                                                       algorithms, which could cause the Group’s websites, or its advertising customers’ websites, to be
                                                       excluded from or ranked lower in search results or make it more difficult or more expensive for
                                                       the group to provide search engine marketing (‘‘SEM’’) and search engine optimisation (‘‘SEO’’)
                                                       solutions to its advertising customers;
*                                                      the growing demand for pay-on-performance advertising, as a substitute for the Group’s current
                                                       pay-for-display online model, may decrease the Group’s ability to predict future revenue and
                                                       decrease the stability of the Group’s revenue base; and
*                                                      the Group’s advertising customers may be unwilling to pay for internet advertising at the same
                                                       rates as they had paid for printed directory advertising.

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If any of the above-mentioned risks were to occur, the Group’s internet revenue, as well as its
business, financial condition and results of operations could be materially adversely affected.

If the Group is unable to compete effectively with other printed and online directory publishers, internet search
engines and other traditional and new media, the Group may be unable to maintain or improve its competitive
position.
The directory advertising and local search industry is highly competitive. The Group competes for
usage and advertising expenditure with other printed and online directory publishers, internet search
engines and other types of traditional and new media.
In all of its markets, the Group competes with other printed and online directory publishers,
including Thomson Directories Limited (‘‘Thomson’’) and BT Group plc (‘‘BT’’) in the United
Kingdom, R.H. Donnelley Corporation (‘‘R.H. Donnelley’’), Idearc Media LLC (‘‘Idearc’’) and AT&T
Inc (‘‘AT&T’’) in the United States and QDQ Media S.A.U. in Spain. The Group’s competitors’
approaches to pricing and discounting may affect the Group’s pricing strategies, its future sales and
margins. In addition, competing publishers may commit more resources to certain markets than the
Group is able to commit, thus limiting the Group’s ability to compete effectively in those areas for
advertising sales.
In addition, the internet has become increasingly accessible as an advertising medium for businesses
of all sizes and more widespread use of the internet and wireless devices by consumers has resulted in
new technologies and services that compete with Group’s printed directories. In addition to the online
directory websites of other yellow pages directory publishers, such as ThomsonLocal.com,
Superpages.com (provided by Idearc) and YellowPages.com (provided by AT&T), the Group
considers its primary online competition to be the major search engines, such as Google and Yahoo!,
which are increasingly focusing on local commercial search. The Group also competes with a number
of online search providers offering SEM and SEO solutions and local search agencies, such as Reach
Local, for advertising customers. To the extent that these competitors begin to more effectively
market their products to small and medium-sized businesses (‘‘SMEs’’), for example by increasing
investments in local sales forces, offering pricing discounts, or are otherwise more effective in
attracting users or generating sales for SMEs, the Group may be unable to successfully grow its
internet business.
The Group also competes for advertising sales with other traditional media, including television,
radio, newspapers, direct mail, telemarketing and billboards. Many of these competitors are larger
and have greater financial resources than the Group and, as a result, they may be able to increase
their market share to the detriment of the Group.
The Group’s competitors can be expected to continue to improve the quality of their products and to
introduce new and improved products at competitive prices. Advances in technology will continue to
bring new competitors, products and distribution channels to the industry, and the Group’s growth
and future performance will depend on its ability to effectively respond to the growing use of the
internet, wireless devices and other technologically advanced products in its industry, including its
ability to enhance existing products and create new products to accommodate changing user
preferences. In addition, as a result of competition, the Group has and will continue to experience
price pressure in the provision of its products, particularly as competitors seek to win market share.
Failure to adapt the Group’s business, in a timely and effective manner, to maintain its competitive
position in the face of such competition could have a material adverse effect on its business, financial
condition and results of operations.
Two of the Group’s largest competitors in the United States, Idearc and R.H. Donnelley, filed for
Chapter 11 bankruptcy in 2009. Idearc and R.H. Donnelly may return from administration with less
leverage, which may enable them to commit more resources to securing advertising customers, thus
limiting the Group’s ability to compete effectively in the United States for advertising sales.

The Group’s success depends on its continuing ability to recruit and retain qualified sales personnel.
The Group has a large, dedicated and well-trained sales force of over 6,300 sales consultants that has
developed long-term local relationships with its advertising customers. The Group relies on its sales
force to drive revenue growth. While the Group allocates substantial resources and management time
in identifying and training its sales representatives, its ability to attract and retain qualified sales
consultants depends on a number of factors, including the competitive environment in the local
employment markets in which the Group operates. The Group experiences annual rates of attrition of
approximately 35 per cent. of its sales consultants in the United States and 26 per cent. in the United

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Kingdom. The loss of an unexpected and/or substantial number of qualified sales consultants, or the
inability to hire and retain suitably qualified replacements, could impair the Group’s ability to execute
its business strategy and achieve its objectives, cause the Group to lose customers or lead to employee
morale problems or the loss of key employees, any of which could materially adversely affect its
business, financial condition and results of operations.

The Group’s business depends on the strength and visibility of the Group’s brands. Failure to promote and
reinforce consumer trust in these brands, or negative publicity regarding the Group, could impair the Group’s
ability to expand its business.
To increase usage of its products and expand its visibility to potential advertising customers, the
Group intends to continue to pursue a strategy of promoting its brands. To date, the Group has
made significant investments in establishing and positioning its brands, and it expects to continue to
make investments and devote resources to marketing and advertising campaigns. The Group may not
be able to successfully increase consumer awareness of its brands and/or such advertising may not
prove to be cost-effective. There can be no assurance that consumer awareness levels will lead to a
measurable increase in advertising customers, traffic to the Group’s websites, overall revenue, margins
or profitability.
Negative publicity could also damage the value of the Group’s brands. The Group could be the
target of negative publicity as a result of various factors, including poor performance, disruptions to
the operations of the Group’s websites or security breaches or misuse of personal and financial data
provided by consumers. If any of these events were to occur, advertising customers and consumers
could lose confidence in the Group’s brands, traffic to the Group’s websites could decline and use of
the Group’s printed directories could decline, any of which could have a material adverse effect on
the Group’s business, financial condition and results of operations.

The Group’s business may be adversely affected by its reliance on, and its extension of credit to, small and
medium-sized businesses.
A substantial majority of the Group’s revenue is derived from selling advertising to SMEs. In the
ordinary course of business, the Group extends credit to these businesses for advertising purchases.
SMEs, however, tend to have fewer financial resources and higher failure rates than large businesses,
particularly during periods of economic downturn. As a result, collection of accounts can take many
months and, in some instances, may never occur. Bad debt expense as a percentage of the Group’s
total revenue was 6.9 per cent. for the six months ended 30 September 2009 and 5.6 per cent. for the
financial year ended 31 March 2009, an increase from 4.9 per cent. and 4.4 per cent., respectively, for
the same periods in the prior year. A one per cent. increase in bad debt expense as a percentage of
revenue in the year ended 31 March 2009 would have reduced the Group’s adjusted EBITDA by
£23.7 million.
Consequently, the Group’s dependence on, and its extension of credit to, SMEs increases its exposure
to delinquent accounts, which could materially adversely affect its business, financial condition and
results of operations.

The Group’s dependence on a few principal suppliers may have a material adverse effect on its business.
The Group depends on a few principal suppliers for many of its printing and paper requirements.
The most important of these suppliers are UPM-Kymmene Corporation for paper and World Color
Press Inc., RR Donnelley & Sons Company and Einsa Print International for printing services.
Contracts with these suppliers are for services that are integral to the Group’s business, as these
suppliers work in partnership with the Group to deliver the Group’s products.
In addition, the Group’s ability to provide internet marketing solutions to its advertising customers is
highly dependent upon its relationships with major internet search companies. Relationships with
internet search companies enable the Group to assist its customers in placing advertisements on major
search engines, strengthening the Group’s ability to offer diverse opportunities for its customers to
generate new business leads and sales enquiries. Other arrangements with online service providers,
including SEM and SEO providers, increase the visibility of the Group’s websites and customers’
advertisements in search engine results pages, giving the Group access to a higher volume of traffic
than it could generate on its own, without relinquishing the client relationship. The inability to
establish key relationships with internet search companies, the loss of key relationships or changes in
the level of service provided by internet search companies could affect the performance of the
Group’s internet products.

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More generally, the Group relies on the proper functioning of the systems of its third-party service
providers, their ability to perform services on the Group’s behalf in a timely manner and in
accordance with agreed levels of service and their ability to attract and retain sufficient qualified
personnel to perform the Group’s work. Underperformance or a failure by paper and printing service
providers, search engines or any other such service provider in fulfilling their obligations to the
Group could result in damage to the Group’s relationships with advertising customers and could
disrupt the Group’s business. If it becomes necessary for the Group to replace any third-party service
provider, the search for a suitable replacement and the transition to such replacement service provider
may take time, which could increase the Group’s costs and materially adversely affect its business,
financial condition and results of operations.

The Group’s regulatory environment restricts its commercial freedom in the United Kingdom.
In April 2007, the Group gave undertakings to the UK Competition Commission in respect of its
UK printed directories following the outcome of the UK Competition Commission’s review of
classified directory advertising services in the United Kingdom. These undertakings regulate, among
other things, the maximum price that the Group may charge for classified advertisements in all of the
Group’s UK printed consumer classified directories (excluding any local directories or themed guides
distributed by the Group). The undertakings limit any annual price change to a percentage equal to
the inflation rate as measured by the official UK Retail Price Index (‘‘RPI’’).
The undertakings also contain certain restrictions on the ability of the Group to make changes to the
distribution area of its UK printed consumer classified directories (excluding any local directories or
themed guides distributed by the Group) and on the distribution of additional printed products, such
as themed guides and local directories. The Group devotes time and resources to consider whether
any new product or product development will be compliant with the undertakings, which can result in
increased costs and delays in the roll out of new products to consumers. As a result, the undertakings
reduce the Group’s commercial freedom and may adversely affect its ability to respond to competitive
pressures in the United Kingdom.
The undertakings will remain in effect until released or revised by the UK Competition Commission,
after considering the advice of the Office of Fair Trading. The UK Competition Commission
recommended in its final report on its review of classified directory advertising services in the United
Kingdom that the Office of Fair Trading review the undertakings three years after the date of their
acceptance, in April 2010. However, there can be no assurance as to whether the Office of Fair
Trading will begin such a review in April 2010 or the outcome of any such review. In addition, the
Office of Fair Trading has a duty from time to time to consider the appropriateness of any
undertaking and may advise the UK Competition Commission to vary the terms of an undertaking
or to accept new undertakings in placing of existing undertakings, which may result in the imposition
of additional and/or more onerous restrictions.
Current and future restrictions on the Group’s pricing flexibility and product development in the
United Kingdom could materially adversely affect its business, financial condition and results of
operations. For a further description of these matters and other regulatory matters that could affect
the Group’s business, see Part V: ‘‘Regulatory Framework Overview’’ of this Prospectus.

The loss of important intellectual property rights could adversely affect the Group’s competitiveness.
The Group’s trademarks, brands and other intellectual property rights, such as its ‘‘Yellow Pages’’
and ‘‘Yell.com’’ in the United Kingdom, ‘‘Yellow Book’’ and ‘‘Yellowbook.com’’ in the United
           ´
States, ‘‘Paginas Amarillas’’ and ‘‘PaginasAmarillas.es’’ in Spain and its customer lists, are important
to the Group’s business. The Group relies on relevant statutory and common laws relating to
copyright, trademarks, database rights, goodwill and confidential information as well as, where
appropriate, contractual arrangements, including licensing agreements, to establish and protect its
intellectual property rights. These laws and contractual arrangements may not provide adequate
protection against the dilution or loss by the Group of important intellectual property rights. In
addition, the Group is required from time to time to bring lawsuits and/or proceedings against third
parties in order to protect its intellectual property rights. Similarly, the Group is and expects from
time to time to be party to lawsuits and/or proceedings where third parties challenge the Group’s
rights. There can be no assurance that the Group will be successful in any lawsuits or other actions
or proceedings brought by or against the Group or that the Group will not be found to infringe the
intellectual property rights of third parties. As internet usage grows, it may prove more onerous to
protect the Group’s trademarks, such as Yell.com, and other intellectual property rights from
infringement or to prevent others from registering and using internet domain names that include the

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Group’s trademarks (or simulations thereof) for use in a competing business or to suggest an
association with the Group and its business. Any lawsuits or other actions or proceedings, regardless
of their outcome, could result in substantial costs and diversion of resources and management and
could have a material adverse effect on the Group’s business, financial condition and results of
operations. The dilution or loss of important trademarks and the expense involved in protecting them
could have a material adverse effect on the Group’s business, financial condition and results of
operations. In addition, the Group does not have exclusive rights to the ‘‘Yellow Pages’’ brand name,
or its local language equivalent, in any countries in which the Group might operate other than in the
United Kingdom, Spain and Argentina.
Further, Yellow Book USA, Inc. has applied to register the trademarks ‘‘Yellow Book’’, ‘‘Yellow
Book USA’’ and ‘‘Yellowbook.com’’, respectively, in the United States. With respect to the ‘‘Yellow
Book’’, ‘‘Yellow Book USA’’ and Yellowbook.com trademarks, the United States Patent and
Trademark Office (the ‘‘USPTO’’) has not yet approved the applications for registration of these
marks for the specified goods and services and, therefore, application initiatives are ongoing in
connection with these three marks. Until such time as the USPTO approves the Group’s applications
for registration of the trademarks, ‘‘Yellow Book’’, ‘‘Yellow Book USA’’ or Yellowbook.com, the
Group’s rights in each of these marks are limited to such common law rights as the Group has
acquired through its use of the marks and the Group’s ability to bring lawsuits and/or take such
other actions as the Group may assert to protect them from infringement or to prevent third parties
from unlawful use of the Group’s marks shall be limited to such common law rights.

The measures that the Group has taken to maximise efficiency, reduce its cost base and position its business for
the difficult trading conditions may not be adequate and may detrimentally affect the Group’s competitiveness
in the future.
In response to the recent deterioration of the markets in which the Group operates, as well as the
continuing macroeconomic downturn, the Group has undertaken a number of initiatives with the aim
of preserving cash, increasing efficiency and reducing the costs of its business. These initiatives have
included improving sales force efficiency, changing publishing schedules, automating processes and
improving customer targeting.
The Group’s expectations of the financial benefits of these measures are based upon certain
assumptions and variables regarding, among other things, future market conditions and the Group’s
trading performance. Such assumptions may not prove correct and the expected efficiency
improvements and cost savings may not materialise as a result of such measures. In addition, certain
measures, such as deferring discretionary investments or significantly delaying publishing schedules,
may prove detrimental and make the Group less competitive in the future. There is a risk that the
measures taken may not be adequate to preserve its cash, reduce its costs, and support the business
in the longer term. Further significant cost-saving measures, if required, may negatively affect the
competitive position and the long-term growth of the Group.

The Group may be unable to retain senior managers or attract or retain other key employees.
The Group’s success depends, to a significant extent, on the continued services of its Chief Executive
Officer, its Chief Financial Officer and certain other senior managers, who have substantial experience
in the industry. There is no guarantee that any of the senior managers will remain employed by the
Group for the immediate or foreseeable future. If members of the senior management or other key
personnel depart, the Group may not be able to hire or retain effective replacements in a timely
manner, or at all. In addition, the successful implementation of the Group’s business strategy in the
near to medium term depends on management’s knowledge of, and expertise in, the markets in which
the Group operates. The departure of senior managers or the inability of management to capitalise
on their knowledge and experience to successfully implement the business strategy could have a
material adverse effect on its business, financial condition and results of operations.

The Group is exposed to fluctuations in currency exchange rates.
The Group’s reporting currency is sterling, but it generates a substantial portion of its revenue and
expenses and carries substantial assets and liabilities in other currencies, including the US dollar and
the euro. In the year ended 31 March 2009, 29 per cent. of the Group’s total revenue was generated
in sterling, 49 per cent. in US dollars, 16 per cent. in euros and 6 per cent. in Latin American
currencies (including the Chilean peso, the Peruvian nuevo sol, and the Argentinean peso).
Furthermore, 28.6 per cent. of the Group’s total borrowings are denominated in sterling, 46.3 per
cent. in US dollars and 25.1 per cent. in euros.

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The Group’s principal currency translation exposure is to the US dollar and the euro, as the results
of operations, assets and liabilities of its overseas businesses, Yellowbook and Yell Publicidad, must
be translated into sterling to produce its consolidated financial statements. The assets and liabilities of
its overseas businesses are translated into sterling at year-end exchange rates, which results in the
recognition of foreign exchange translation gains or losses. Revenues and costs of the Group’s
overseas businesses are translated into sterling at average rates of exchange for the year, to the extent
that these rates approximate the actual rates at the date of the transactions, for inclusion in its
consolidated financial statements. As a result, a strengthening of sterling against the US dollar or the
euro, may materially adversely affect the Group’s translated results of operations. Fluctuations in
currency exchange rates, which have recently experienced volatility due to the global financial
downturn, have affected and will continue to affect the Group’s operating results.
The Group uses derivative financial instruments to hedge foreign exchange rate risk on significant
transactions that are not denominated in local currencies, but does not currently use derivative
instruments to hedge any foreign exchange translation risk relating to foreign currency-denominated
financial liabilities. The Group’s foreign currency hedging strategies may not adequately protect its
results of operations or balance sheet position from the effect of exchange rate fluctuations, which
may result in losses or may limit any benefit that the Group might otherwise receive from favourable
movements in exchange rates. Any significant adverse fluctuations in currency rates could have a
material adverse effect on the Group’s business, financial condition and results of operations.

The Group is exposed to fluctuations in interest rates.
The Group’s indebtedness under the Existing Facilities Agreement and New Facilities Agreement
bears interest at floating rates and, accordingly, the Group is exposed to movements in interest rates
that affect the amount of interest paid on borrowings. At 30 September 2009, more than 99 per cent.
of the Group’s debt was at floating interest rates, before taking into account the hedging of future
interest payments. To the extent that the Group’s existing or future indebtedness bears interest at
floating rates and is unhedged or not hedged effectively, changes in interest rates may increase its cost
of borrowing, increasing interest expense and reducing cash flows. Interest rates are highly sensitive to
many factors, including governmental, monetary and tax policies, international and domestic
economic and political conditions, and other factors beyond the Group’s control. Movements in
interest rates could have a material adverse effect on the cost of any floating rate and unhedged
borrowing exposure, which could adversely affect its business, financial condition and results of
operations. Although the Group has entered interest rate swaps for the purpose of hedging future
floating interest rate movements on its indebtedness, these hedging arrangements may not adequately
protect the Group from the effect of interest rate fluctuations, may result in losses or may limit any
benefit that the Group may otherwise receive from favourable movements in interest rates. For
example, at 30 September 2009, the Group had approximately £166.4 million of net losses on the fair
value of interest rate swaps that will be recognised within interest expense when settled in the future.
At 31 March 2009, the Group had fixed interest on at least 97 per cent. of the indebtedness under its
Existing Facilities Agreement using interest rate swaps over the period to September 2010 and
approximately 50 per cent. thereafter until March 2011. At 30 September 2009, the Group had fixed
interest on at least 96 per cent. of its indebtedness under the Existing Facilities Agreement using
interest rate swaps over the period to September 2010 and approximately 50 per cent. thereafter until
March 2011. Upon completion of the New Facilities Agreement, the Group intends to continue to fix
interest rates using interest rate swaps or other appropriate instruments. To the extent the principal
amount outstanding under the New Facilities Agreement is prepaid, the Group intends to reduce the
notional amount outstanding on its existing swaps by the same amount as the reduction in the
principal amount. Accordingly, the Group expects to have fixed interest rates on approximately 100
per cent. of its indebtedness under the New Facilities Agreement until September 2010. In reducing
the notional amount outstanding on the existing swaps, the Group may incur breakage costs, which
will affect the Group’s cash flow and earnings at the time of settlement. In addition, future
fluctuations in interest rates could result in significant changes to the value of the remaining swap
arrangements and, in turn, to the Group’s financial condition and results of operations.

The current global economic downturn and dislocation in the financial markets may expose the Group to
counterparty credit risks and liquidity risks, including with respect to derivative financial instruments.
The current global economic downturn has caused a number of the world’s largest financial and other
institutions to suffer significant operational and financial difficulties. In addition, dislocation in the
financial markets has significantly restricted the supply of credit and increased its cost, which has

                                                       20
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caused some lenders to take advantage of opportunities to negotiate a reduction in their credit
exposures. These factors could inhibit the ability of a counterparty to honour its pre-existing lending
commitments to the Group and could limit the Group’s ability to refinance its borrowings or obtain
new financing. Whilst the Directors do not believe any such event will occur within the next twelve
months, if the Group is unable to access funding available under its lending facilities or through
alternative arrangements, the Group may be unable to meet its financial obligations (including interest
payments, loan repayments and operating expenses) when they fall due or to raise new funding
needed to finance its operations. Global financial markets are experiencing prolonged credit illiquidity
and there can be no assurance that the Group will be able to refinance its indebtedness or obtain
additional financing on acceptable terms or at all.
In addition, the Group’s currency swaps and interest rate hedging arrangements expose the Group to
the risk of default by the counterparties to such arrangements.
Failure by counterparties to fulfil their obligations to the Group as well as the Group’s inability to
access new financing may materially adversely affect the Group’s cash flow and liquidity, or otherwise
materially adversely affect its business, financial condition and results of operations.

The Group is exposed to the risk of failures in its information technology systems.
The operation of the Group’s business depends on the efficient and uninterrupted operation of its
computer and communications systems and those of third parties. The Group’s computer and
communications systems are vulnerable, particularly in its Latin American operations, to damage or
disruption from various factors, including but not limited to, power loss, telecommunications failures,
computer denial of service attacks, data corruption, network failure, computer viruses, security
breaches, natural disasters, theft, vandalism, fraud or other acts not in its control. Any disruption to
or failure of the Group’s systems could impair its collection, processing or storage of data and the
day-to-day management of its business, which could have a material adverse effect on the Group’s
business, financial condition and results of operations.
The Group relies on third parties, including data centres and bandwidth providers, to host and
operate the Group’s websites. Any failure or interruption in the services provided by these third
parties could harm the Group’s operations and reputation. Any disruption in the network access or
co-location services provided by these parties or any failure of these providers to handle current or
higher visitor traffic volumes could significantly harm the Group’s business. If these providers were to
experience financial or other difficulties, their services to the Group could be interrupted or
discontinued and suitable replacement providers may be uneconomical or unavailable. Any of the
above-mentioned risks could have a material adverse effect on the Group’s business, financial
condition and results of operations.

Any disruption or failure, or other ineffectiveness, of the Group’s internal controls could have a material
adverse effect on the Group’s business, financial condition or results of operations.
The Group’s business is dependent on processing a large number of transactions across numerous and
diverse products and is subject to a number of different legal and regulatory regimes. The Group’s
ability to maintain financial and operating controls, to monitor and manage its business across the
Group, including complying with the terms of the Existing Facilities Agreement and the New
Facilities Agreement, to keep accurate records, to provide high-quality customer service and to
develop and market profitable products in the future depends, in part, on the effectiveness of the
Group’s internal controls. While the Board believes that there are management and other reporting
systems and controls in place to support its business, disclosure and financial reporting obligations,
any disruption or failure, or other ineffectiveness, of the Group’s internal controls could have a
material adverse effect on the Group’s business, financial condition or results of operations.

New laws and regulations or changes in the interpretation or enforcement of existing laws and regulations
could have a material adverse effect on the Group’s business, financial condition and results of operations.
The Group’s operations are subject to laws and regulations relating to, among other things, data
protection    and    confidentiality,     protection   of    databases,    data     retention,    advertising,
telecommunications, the Internet and e-commerce, consumer credit, tax, competition, environmental,
health and safety and intellectual property rights. Additional laws and regulations or new
interpretations of existing laws and regulations affecting the Group may be proposed from time to
time, which could impose additional requirements or restrictions on the Group’s operations. The
adoption of new laws or changes in the interpretation or enforcement of existing laws and regulations
could have a material adverse effect on the Group’s business, financial condition and results of

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operations. For example, laws and regulations relating to the provision of internet and mobile-based
services and to the use of the internet, mobile and of related applications may become more relevant,
as the Group’s business in these areas develops. Regulation of the internet, mobile and related
services is itself still developing. If the Group’s regulatory environment becomes more restrictive,
including through increased internet content regulation, demand for the Group’s products may decline
and its profitability could decrease. Regulations may also result in significant compliance costs and
could expose the Group’s operations to substantial legal liability or place limitations on its activities
or the development of its operations. This could require costly and time-consuming changes to the
Group’s operations, which could have a material adverse effect on its business, financial condition
and results of operations.

If the Group cannot evolve through acquisitions, the Group’s ability to expand its business may be adversely
affected.
While the Group’s New Facilities Agreement significantly restricts the Group’s ability to make
acquisitions, it permits the Group in certain instances to make smaller acquisitions. Please see
paragraph 11.3 (‘‘New Facilities Agreement’’) of Part X: ‘‘Additional Information’’ of this Prospectus
for a description of the principal terms. Accordingly, the Group will continue to evaluate potential
acquisitions and, from time to time, acquire printed and online directory publishers and similar
businesses. The Group may be unable to identify, acquire, profitably manage or successfully integrate
additional print or internet products or successfully launch new products without substantial costs,
delays or other problems, if at all. Any future new acquisitions or product launches may require the
attention of management and diversion of other resources. In the longer term, the Group may also
seek to expand into geographic areas where it currently has no operations and where it may
encounter cultural differences. In addition, the Group may encounter additional competitors pursuing
acquisitions of classified advertising businesses. These competitors may include large incumbent
directory publishers, such as AT&T, R.H. Donnelley and Idearc in the United States and small
independent directory companies with aggressive growth strategies. The Group’s ability to expand its
business in the future may be affected if the Group is unable to identify and consummate acquisitions
and integrate its acquisitions or directory launches successfully.

Legal actions could have a material adverse effect on the Group’s business, financial condition and results of
operations.
From time to time, the Group is party to litigation and regulatory or other proceedings with
governmental authorities and administrative agencies. In particular, the Group is exposed to the risk
of claims for defamation, libel, negligence, copyright or trademark infringement and breach of privacy
relating to its classified advertising businesses as well as methods of collection, processing and use of
personal data. In addition, the Group provides information in its printed directories and on its
websites that has been sourced from third parties, including business details and hyperlinks to
websites maintained by third parties, and the Group may be subject to claims relating to such third-
party information. The subjects of the Group’s data and users of data collected and processed by the
Group could have claims against the Group if its print and online data, including that sourced from
third parties, were found to be inaccurate, or if personal data stored by the Group were improperly
accessed and disseminated by unauthorised persons. Legal and regulatory proceedings present a risk
of substantial fines or penalties, injunctive relief, attorneys’ fees, costs and expenses, reputational
harm and diversion of management’s attention from the operation of the Group’s business, which
could have a material adverse effect on the Group’s business, financial condition and results of
operations.

The Group is exposed to certain risks from its operations in the Latin American region.
The Group has operations in Chile, Argentina and Peru. There are certain risks and uncertainties
associated with operating in these countries that could affect the ability to operate, finance and
develop the Group’s business, including, among other things:
*                                                      the state of political, social and economic development in the region;
*                                                      government restrictions on converting currencies and the repatriation of funds;
*                                                      volatility in regional currencies and capital markets;
*                                                      unexpected changes in law and regulation and/or changes to trade, monetary or fiscal policies;
*                                                      high inflation and/or monetary fluctuations;
*                                                      the expropriation or nationalisation of assets;

                                                                                                     22
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*                                                      difficulties in hiring, training and retaining suitably qualified personnel;
*                                                      the risk that governments, government agencies or similar organisations may not honour their
                                                       contracts;
*                                                      the difficulty in obtaining local financing on a commercially acceptable non-recourse basis;
*                                                      the inability to obtain access to fair and equitable political, regulatory, administrative and legal
                                                       systems; and
*                                                      difficulties in enforcing contractual rights, enforcing judgments or obtaining a just result in local
                                                       jurisdictions.
The occurrence of any of the above-mentioned risks could have a material adverse effect on the
Group’s business, financial condition and results of operations.

Increased paper prices may have a material adverse effect on the Group’s business.
Paper is the principal raw material the Group uses to produce its printed directories and represents
its single largest raw material expense. In the year ended 31 March 2009, paper costs represented 6
per cent. of the Group’s total revenue and 13 per cent. of its total cost of sales. A 10 per cent.
increase in paper prices in the year ended 31 March 2009 would have negatively affected the Group’s
adjusted EBITDA by £13.6 million in the corresponding period. In the past, paper prices have
fluctuated significantly and may continue to do so in the future. Although the Group seeks to limit
its exposure to market fluctuations through maximum-price arrangements with its suppliers, the
Group’s current arrangements in the United Kingdom expire in 2013, its current arrangements in the
United States expire in 2010 and 2011 and its current arrangements in Spain expire in 2012. The
Group may not be able to renew these arrangements on satisfactory terms, if at all. The failure to
deliver by any of the Group’s major suppliers could require the Group to make purchases in the spot
market, at potentially higher prices, during the period it takes to replace such major suppliers. A
significant increase in the prices at which the Group purchases paper could have a material adverse
affect on its business, financial condition and results of operations.

Legislative and other policy initiatives directed at limiting or restricting the distribution of printed directories
or shifting the costs and responsibilities of waste management related to printed directories could adversely
affect the Group’s business, financial condition and results of operations.
In the United States, where the Group generated 51 per cent. of its total revenue in the six months
ended 30 September 2009 (49 per cent. in the year ended 31 March 2009), a number of state and
local municipalities are considering legislative initiatives that would limit or restrict the Group’s
ability to distribute printed directories in the markets it serves. The most restrictive initiatives would
prohibit the Group from distributing its printed directories unless residents affirmatively opt to receive
its printed products. Other less restrictive initiatives would allow residents to opt out of receiving the
Group’s printed directories. In addition, some states are considering legislative initiatives that would
shift the costs and responsibilities of waste management for discarded directories from municipalities
to the producers of the directories. If these or other similar initiatives are passed into law, they would
increase the distribution costs of the Group’s printed directories, reduce the number of directories that
are distributed and negatively affect the Group’s ability to market its printed directory advertising to
new and existing advertising customers.
In the United Kingdom, where the Group generated 31 per cent. of its total revenue in the six
months ended 30 September 2009 (29 per cent. in the year ended 31 March 2009), the Government
has created voluntary producer responsibility agreements. One such agreement is with the Direct
Marketing Association (DMA), which signed a voluntary agreement with the UK Government in July
2003 to raise recycling levels, increase the use of recycled materials and reduce the use of materials
which interfere with recycling. The DMA also has a ‘‘mail preference service’’ which allows
consumers to register their wish to opt-out of receiving direct mail and has agreed with Government
to develop a similar opt-out service for unaddressed mail. The agreement serves as an illustration of
what may be developed in the future between the UK Government and other associations. The UK
Government’s Waste Strategy for England (2007) states that the Government will be looking to
achieve similar voluntary arrangements with other sectors of the paper industry (including, expressly,
directories) in the future. If voluntary agreements cannot be reached, the UK Government has the
ability to introduce laws requiring such steps to be taken. As with the initiatives discussed above in
relation to the United States, if these or similar initiatives are implemented voluntarily or passed into
law, this would increase the distribution costs of the Group’s printed directories, reduce the number

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of directories that are distributed and negatively affect the Group’s ability to market its printed
directory advertising to new and existing advertising customers.

The Group’s results may vary from quarter to quarter and may not be indicative of its results for the full year.
The Group’s business experiences significant seasonality because different editions of its printed
directories are published and distributed at different times throughout the year. During the year
ended 31 March 2009, the four financial quarters accounted for, respectively 19 per cent., 23 per
cent., 27 per cent. and 31 per cent. of the Group’s total revenue. In accordance with its accounting
policies, the Group does not recognise revenue or the costs directly related to sales, production,
printing and distribution for any given directory until delivery of that directory has been substantially
completed. This means that because the number and type of printed directories are not evenly
distributed during the year or published in the same quarter every year, the Group’s revenue and
profits do not arise evenly over the year. Any delay in the publication and distribution of a
significant directory, or a number of directories that either singly or together generate significant
revenue, could have the effect of postponing the recognition of revenue and costs from that directory
or those directories to the following financial period. Similarly, an earlier distribution of directories
during the year could result in recognition of revenue and costs in an earlier period as compared to
the prior year, making year-to-year comparisons more difficult. Finally, due to timing differences
amongst the recognition of revenues and costs, the payment of costs and the invoicing of advertising
customers, operating profit, EBITDA, adjusted EBITDA and other financial indicators generally
relied on by investors to evaluate a company’s financial performance may not, in the Group’s case,
reflect actual cash received or expended during a given period.

The Group is exposed to funding risks in relation to its pension schemes.
The Group operates a defined benefit pension scheme for its UK employees who were employed by
the Group before 1 October 2001 and defined contribution schemes for its remaining UK employees
and for its US employees. The defined benefit pension scheme in the United Kingdom is externally
funded by the Group, the contributions to which are based on the advice of independent actuaries or
in accordance with the rules of the scheme. The nature of a defined benefit pension scheme means
that the funding level of such schemes is subject to factors outside the Group’s control, which could
increase the Group’s net pension obligation to the defined benefit scheme at future actuarial
valuations. These factors include government regulation, investment returns, discount rates for valuing
liabilities, life expectancy and inflation. At 30 September 2009, the Group had recognised on its
balance sheet a deficit of £63.7 million in respect of its defined benefit pension scheme, as compared
to a surplus of £10.2 million at 30 September 2008. In the current volatile financial market
environment, there is an increased risk that large deficits may arise on the Group’s pension schemes
and that the overall deficit of the UK defined benefit scheme, in particular, may increase further. The
Group has agreed to increase the rates of contribution to its pension schemes after the valuation at
5 April 2008 and expects to contribute approximately £36 million in the year ended 31 March 2010,
as compared to £19.3 million in the year ended 31 March 2009. The Group’s contribution rate may
be increased after the next valuation, which is currently scheduled for 5 April 2011. Any requirement
to contribute additional funds into the Group’s pension schemes to cover any additional deficits could
have a material adverse effect on the Group’s business, financial condition and results of operations.
In addition, actions by the UK Pensions Regulator, other pension regulators or the trustees of the
Group’s pension schemes or any material revisions to existing pension legislation could result in
additional funding obligations, which could have a material adverse effect on the Group’s business,
financial condition and results of operations.

The final determination of the Group’s tax liability may be materially different from what is reflected in the
Group’s tax provisions and related balance sheet accounts.
The Group operates through its subsidiaries in a number of different geographic markets, including
the United Kingdom, the United States, Spain, Chile, Peru and Argentina. The Group’s calculation
of its taxes is based on its interpretation of applicable laws, tax treaties, regulations and requirements
of the tax authorities in the jurisdictions in which the Group operates. The Group seeks appropriate,
competent and professional tax advice before making any judgments on tax matters. Whilst the
Group believes that its tax judgments are prudent and appropriate, there can be no assurance that
the final determination of its tax liability or other tax matters will not be materially different from
what is reflected in the Group’s tax provisions and related balance sheet accounts. Additional taxes
may also be assessed as a result of new legislation, a change in the effective tax rate as a result of

                                                       24
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changes in tax laws or their interpretation, or a change in the jurisdictions in which the Group
operates, which could have a material adverse effect on its income tax provision and net income.

2.                                                     Risks relating to the Capital Raising and Ordinary Shares
The market price of the Ordinary Shares may fluctuate in response to a number of factors, many of which are
outside the Group’s control.
The market price of the New Ordinary Shares and/or the Existing Ordinary Shares may fluctuate
significantly due to a change in sentiment in the market regarding the Group’s business, financial
condition or results of operations. Such fluctuations may be influenced by a number of factors
beyond the Group’s control, including but not limited to, the market’s perception of the likelihood
that the Capital Raising will complete, the extent to which the New Ordinary Shares are taken up by
Shareholders in the Open Offer, actual or anticipated changes in the Group’s performance, the
performance of the Group’s competitors and other companies in the markets in which the Group
operates, speculation in the media or the investment community, the expectations and
recommendations of analysts who cover the Group’s business and industry, strategic actions by the
Group’s competitors (including acquisitions and restructurings), regulatory changes, large sales or
purchases of the Ordinary Shares (or the perception that such transactions may occur) and general
market and economic conditions.
Stock markets have from time to time experienced, and have recently experienced, significant price
and volume fluctuations that have affected the market prices for securities, and these changes in
market prices may have been unrelated to the operating performance or prospects of the businesses to
which the securities relate. Stock market conditions are affected by many factors, such as the supply
and demand of capital, general economic and political conditions, movements in or outlook on
interest rates and inflation rates, currency fluctuations, commodity prices, changes in investor
sentiment and terrorist activity. Any of these factors could influence the market price of the New
Ordinary Shares and/or the Existing Ordinary Shares.
For all or any of the above reasons, the market price of the New Ordinary Shares and/or the
Existing Ordinary Shares may go down as well as up. Investors may, therefore, not recover their
original investment.

Most Shareholders will experience a dilution of their percentage ownership of the Company as a result of the
Capital Raising. In addition, if the Company decides to offer additional Ordinary Shares in the future, this
could result in the dilution of the interests of Shareholders.
Most Shareholders’ proportionate ownership and voting interest in the Company will be reduced as a
result of the Firm Placing. In addition, to the extent that Shareholders do not take up the offer to
Open Offer Shares under the Open Offer, their proportionate ownership and voting interest in the
Company will be further reduced and the percentage that their Existing Ordinary Shares represent the
Enlarged Issued Share Capital will be reduced accordingly. Subject to certain exceptions, Shareholders
in the United States or any Excluded Territory will not be able to participate in the Open Offer.
If the Company decides to offer additional Ordinary Shares in the future, this could dilute the
interests of Shareholders and/or have an adverse effect on the market price of the Ordinary Shares.
The Company currently has no plans for any subsequent offering of Ordinary Shares in the next 12
months.

The share price of the Ordinary Shares may be negatively affected if Qualifying Shareholders do not take up
their entitlements in respect of the Open Offer in full.
If Qualifying Shareholders do not apply for a material amount of their Open Offer Entitlements, the
share price of the Ordinary Shares might be affected negatively.

Shareholders in certain jurisdictions may not be able to subscribe for New Ordinary Shares in the Open Offer
or for future issues of shares, and such Shareholders’ ownership and voting interests in the Company’s share
capital will accordingly be diluted.
In the event of an allotment of New Ordinary Shares for cash, existing Shareholders are entitled to
certain pre-emption rights, unless those rights are waived by a resolution of the Shareholders at a
general meeting. However, the securities laws of certain jurisdictions may restrict the Company’s
ability to allow Shareholders to participate in offerings of its securities and to exercise pre-emption
rights. In particular, Shareholders with registered addresses in the United States will not be able to
exercise their pre-emption rights, unless a registration statement under the Securities Act is effective

                                                                                                    25
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with respect to such rights or an exemption from the registration requirements is available thereunder.
The New Ordinary Shares will not be registered under the Securities Act or under the securities laws
of any Excluded Territory and there can be no assurance that the Company will file any such
registration statement for future share issues, or that an exemption to the registration requirements of
the Securities Act or under the securities laws of any Excluded Territory will be available in any case,
which would result in Overseas Shareholders being unable to participate in such an issue. Qualifying
Shareholders who have a registered address in, or who are resident or located in (as applicable),
countries other than the United Kingdom or the Republic of Ireland should consult their professional
advisers as to whether they require any governmental or other consents or need to observe any other
formalities to enable them to subscribe for or acquire New Ordinary Shares. As a result, Shareholders
with a registered address in, or who are resident or located in (as applicable) such jurisdictions will
experience substantial dilution of their ownership and voting interest in the Group’s share capital.

The Royal Mail has suffered, and may continue to suffer, delays and disruptions as a result of industrial strife,
and Qualifying Non-CREST Shareholders should act promptly and may need to make alternative delivery
arrangements if they wish to participate in the Open Offer.
The operations of the Royal Mail, the national postal service of the United Kingdom, have recently
been disrupted by industrial action by the Communication Workers Union, or CWU, the main trade
union for people working for postal and other delivery companies in the United Kingdom. This
industrial action, in the form of walkouts, strikes and picket lines, has led to significant delays and
disruptions to the Royal Mail’s deliveries. For example, it is estimated that the three-day strike called
by the CWU from 28 to 30 October 2009 resulted in a backlog of approximately 60 million mail
items. While the Royal Mail and the CWU continue to seek a resolution that allows the resumption
of a normalised postal service, even if such resolution were to be reached, it is likely that Royal
Mail’s delivery times would continue to be affected at least until mail items delayed as result of
industrial action were delivered. In addition, if the dispute between the Royal Mail and the CWU
were to continue unresolved in its present state, or if relations between the two sides were to worsen,
it is likely that postal service in the United Kingdom would suffer even greater delays and
disruptions.
As such, Qualifying Non-CREST Shareholders are advised to respond promptly following receipt of
the Application Form if they wish to participate in the Open Offer. Qualifying Non-CREST
Shareholders should take into account the disruption of the Royal Mail’s services in estimating
delivery times and methods, and should check the Royal Mail website for an update on the status
and impact of the industrial action before deciding how to return their Application Form and
payment in full to the Registrar, bearing in mind the latest time and date for receipt of completed
Application Forms and payment in full is 11:00 a.m. on 24 November 2009. Please see Part III:
‘‘Terms and Conditions of the Open Offer’’ of this Prospectus.
According to the Company’s Articles, notice of a general meeting may be given to Shareholders
(except those who do not have a registered address in the United Kingdom) by a number of methods,
including by post (in which case, deemed receipt is 24 hours after posting). The Articles further state
that, in the event of suspension or curtailment of postal services within the United Kingdom, notice
of a general meeting may be given by publication of the same in at least one daily regional
newspaper with circulation in the United Kingdom and such notice shall be deemed to have been
duly served on all members entitled thereto at noon on the day that the advertisement appears. In the
event that the ongoing postal disruption threatens the Company’s ability to post notice of a general
meeting to shareholders, the Company may consider publishing such notice in the manner prescribed
in the Articles.

The Company’s ability to pay dividends is restricted by the New Facilities Agreement, and its ability to resume
paying dividends will depend on its and its subsidiaries’ ability to maintain sufficient levels of distributable
reserves, profits and cash flows.
Under the New Facilities Agreement, the Company is restricted from paying dividends until its net
debt to EBITDA ratio is less than 3.50:1, subject to certain exceptions as described in paragraph 11.3
(‘‘New Facilities Agreement’’) of Part X: ‘‘Additional Information’’ of this Prospectus.
Under UK company law, a company can only make a distribution out of profits available for this
purpose. As a holding company, the Company’s results of operations and financial condition are
dependent on the trading performance of members of the Group. The Company’s ability to pay
dividends in the future will depend on the level of distributions, if any, received from its operating
subsidiaries, the progress of the Group’s business and its continuing ability to be profitable. Certain

                                                       26
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of the Group’s operating subsidiaries may, from time to time, be subject to restrictions on their
ability to pay dividends or distributions to the Company, and such restrictions may have a material
adverse effect on the Group’s business, financial condition and results of operations. This could limit
the payment of dividends and other distributions to the Company by its subsidiaries, which could in
turn restrict the Company’s ability to pay dividends to holders of the Existing Ordinary Shares and
the New Ordinary Shares. There can be no assurance as to when or if dividend payments, in cash or
in kind, will be made in the future. See paragraph 11.3 (‘‘New Facilities Agreement’’) of Part X:
‘‘Additional Information’’ of this Prospectus.

Shareholders may be exposed to fluctuations in currency exchange rates.
The Existing Ordinary Shares and the New Ordinary Shares are priced in sterling, and will be quoted
and traded in sterling. In addition, any dividends that the Group may pay will be declared and paid
in sterling. Accordingly, Shareholders resident in non-UK jurisdictions are subject to risks arising
from adverse movements in the value of their local currencies against sterling, which may reduce the
value of the Existing Ordinary Shares and the New Ordinary Shares, as well as that of any dividends
paid.

Some of the current larger Shareholders will continue to hold a significant interest in the Company and may be
in a position to exert significant influence over matters relating to its business.
Immediately following the Capital Raising, some of the current larger Shareholders may own, directly
or indirectly, shares that would enable them to control a significant portion of the voting rights in the
Company. Invesco Limited is entitled to participate in the Open Offer up to 22.99 per cent. of the
Company’s Ordinary Shares. Standard Life Investment Limited is entitled to participate in the Open
Offer up to 9.26 per cent. of the Company’s Ordinary Shares. Invesco Limited or Standard Life
Investments Limited may participate in the Firm Placing, which could result in either Shareholder
owning more than they would be entitled to under the Open Offer. For further details of significant
shareholders and their holdings in the Company, see paragraph 10 (‘‘Significant Shareholders’’) of
Part X: ‘‘Additional Information’’ of this Prospectus. Consequently, these Shareholders may be in a
position to exert significant influence over or determine the outcome of matters requiring approval of
the Shareholders, including but not limited to appointments of Directors and the approval of
significant transactions. The interests of these larger Shareholders may differ from the interests of
other Shareholders. As a result, the larger Shareholders’ interests in the voting capital of the
Company may permit them to effect certain transactions without other Shareholders’ support, or
delay or prevent certain transactions that are in the interests of other Shareholders, including without
limitation, an acquisition or other changes in control of the Company’s business, which could prevent
other Shareholders from receiving a premium on their Ordinary Shares. The market price of the
Ordinary Shares may decline if the larger Shareholders use their influence over or control of the
Company’s voting capital in ways that are adverse to the interests of other Shareholders.

The ability of Overseas Shareholders to bring actions or enforce judgments against the Company or the
Directors may be limited.
The ability of an Overseas Shareholder to bring an action against the Company may be limited under
law. The Company is a public limited company incorporated in England and Wales. The rights of
holders of the Ordinary Shares are governed by English law and by the Company’s Memorandum
and Articles. These rights differ from the rights of shareholders in typical US corporations and some
other non-UK corporations. In particular, even though the Companies Act 2006 has prescribed a
range of circumstances under which shareholders of companies may bring derivative actions, English
law significantly limits such circumstances. Under English law generally, only a company can be the
proper pursuer or claimant in proceedings in respect of wrongful acts committed against it. In
addition, it may be difficult for an Overseas Shareholder to prevail in a claim against the Company
or to enforce liabilities predicated upon foreign securities laws.
An Overseas Shareholder may not be able to enforce a judgment against some or all of the Directors.
A majority of the Directors are residents of the United Kingdom. Consequently, it may not be
possible for an Overseas Shareholder to effect service of process upon the Directors within the
Overseas Shareholder’s country of residence or to enforce against the Directors judgments of courts
of the Overseas Shareholder’s country of residence based on civil liabilities under that country’s
securities laws. Overseas Shareholders may be unable to enforce any judgments in civil and
commercial matters or any judgments under the securities laws of countries other than the United
Kingdom against the Directors who are residents of the United Kingdom or countries other than

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those in which a judgment is made. In addition, English or other courts may not impose civil liability
on the Directors in any original action based solely on foreign securities laws brought against the
Company or the Directors in a court of competent jurisdiction in England or other countries.




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                                                       EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event                                                                                                                             2009
Record Date for Open Offer Entitlements                                                                6.00 p.m. on 6 November
Announcement of the proposed Capital Raising and Prospectus and                                                         10 November
  Form of Proxy published
Ex-entitlement date for the Open Offer                                                                8:00 a.m. on 10 November
Open Offer Entitlements credited to stock accounts of Qualifying                                      8:00 a.m. on 11 November
  CREST Shareholders in CREST
Recommended latest time for withdrawing Open Offer Entitlements                                      4:30 p.m. on 18 November
  from CREST
Latest time and date for depositing Open Offer Entitlements into                                     3:00 p.m. on 19 November
  CREST
Latest time and date for splitting Application Forms (to satisfy bona                                3:00 p.m. on 20 November
  fide market claims only)
Latest time and date for receipt of completed Application Forms and                                 11:00 a.m. on 24 November
  payment in full under the Open Offer and settlement of the CREST
  instructions (as appropriate)
Latest time and date for receipt of Forms of Proxy and receipt of                                   11:00 a.m. on 24 November
  electronic proxy appointments by registered Shareholders for the
  Extraordinary General Meeting
Announcement of acceptances by Qualifying Shareholders                                                                 25 November
Placees notified of total number of New Ordinary Shares for which                                                       25 November
   they are subscribing
Extraordinary General Meeting                                                                        11:00 a.m. on 26 November
Announcement of results of the Extraordinary General Meeting                                                           26 November
Admission and commencement of dealings in New Ordinary Shares,                                        8:00 a.m. on 30 November
  fully paid, on the London Stock Exchange
 New Ordinary Shares credited to CREST stock accounts                                                 8:00 a.m. on 30 November
   (uncertificated holders only)
 Completion of the Refinancing                                                                                          30 November
 Despatch of definitive share certificates for the New Ordinary Shares                                                 by 7 December
   in certificated form (to Qualifying Non-CREST Shareholders only)


Notes:
(1) The actions specified in this timetable are subject to certain restrictions relating to Shareholders with registered addresses, or who
    are resident or located (as applicable), outside the United Kingdom. See Part III: ‘‘Terms and Conditions of the Open Offer’’ of
    this Prospectus.
(2) The times set out in the expected timetable of principal events above and mentioned throughout this Prospectus are based on
    Greenwich Mean Time and may be adjusted by the Company in consultation with the Joint Sponsors and the Joint Bookrunners,
    in which event details of the new times and dates will be notified to the UK Listing Authority, the London Stock Exchange, and,
    where appropriate, Shareholders through the release of an announcement to a Regulatory Information Service.
(3) If you have any queries on the procedure for acceptance and payment or on the procedure for splitting Application Forms, please
    telephone the Shareholder Helpline on 0871 384 2889 (or, if you are calling from outside the United Kingdom, +44 121 415 0269).
    This helpline is available from 8:30 a.m. to 5:30 p.m. on any Business Day. Calls to the 0871 384 2889 number cost 8 pence per
    minute plus your service provider’s network extras. Calls to the Shareholder Helpline from outside the United Kingdom will be
    charged at applicable international rates. Please note that for legal reasons, the Shareholder Helpline is only able to provide you
    with information contained in this Prospectus and information relating to the Company’s register of members and is unable to
    give advice on the merits of the Capital Raising or provide legal, financial, tax or investment advice.




                                                                         29
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                                                       SHARE CAPITAL STATISTICS

Number of Ordinary Shares in issue at 9 November 2009 (being the latest                                               785,893,111
  practicable date prior to publication of this Prospectus)
Issue Price for each Open Offer Share and each Firm Placed Share                                                          42 pence
Number of Open Offer Shares to be issued in connection with the Open Offer                                            785,893,111
Number of Firm Placed Shares to be issued in connection with the Firm Placing                                         785,893,111
Total number of New Ordinary Shares issued in the Capital Raising                                                  1,571,786,222
Estimated net proceeds receivable by the Company from the Capital Raising,                                           £634 million
  after deduction of estimated expenses of the Capital Raising
Estimated expenses of the Capital Raising                                                                             £26 million
Open Offer Shares to be issued in connection with the Open Offer as a percentage                                      33 per cent.
  of the Enlarged Issued Share Capital
Firm Placed Shares to be issued in connection with the Firm Placing as a                                              33 per cent.
   percentage of the Enlarged Issued Share Capital
New Ordinary Shares as a percentage of the Enlarged Issued Share Capital                                              67 per cent.


Note:
(1) This assumes that no further Ordinary Shares are issued as a result of the exercise or satisfaction of any options/awards granted
    under the Employee Share Schemes between the date of this Prospectus and the completion of the Capital Raising. There are no
    Ordinary Shares held in treasury as at the date of this Prospectus.




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                                                                                 IMPORTANT INFORMATION
Market, economic and industry data
The market, economic and industry data used in this Prospectus has been obtained or sourced from
third parties and is sourced in this Prospectus where the information is included. The Company
confirms that this information has been accurately reproduced and, so far as the Company is aware
and is able to ascertain from information published by that third party, no facts have been omitted
that would render the reproduced information inaccurate or misleading. Unless otherwise stated, such
information has not been audited.

Presentation of financial information
As required by the Companies Act and Article 4 of the European Union IAS Regulation, the
consolidated financial statements of the Group are prepared in accordance with IFRS issued by the
IASB and interpretations issued by the International Financial Reporting Interpretations Committee
of the IASB, as adopted by the European Union.
The historical financial statements in this Prospectus have been prepared in accordance with IFRS as
adopted by the European Commission for use in the European Union, including IAS and
interpretations, adopted by the IASB. The significant IFRS accounting policies applied in the
historical financial statements of the Company are applied consistently in the financial information in
this Prospectus. In making an investment decision, prospective investors must rely on their own
examination of the information regarding the Company, the terms of the Capital Raising and the
financial and other information in this Prospectus.
The financial information relating to the Company at and for the years ended 31 March 2009,
31 March 2008 and 31 March 2007 is incorporated by reference into this Prospectus pursuant to Part
XI: ‘‘Information Incorporated by Reference’’ of this Prospectus and has been extracted without
material adjustment from the audited consolidated financial statements of the Company contained in
its 2009 Annual Report and Accounts, its 2008 Annual Report and Accounts and its 2007 Annual
Report and Accounts (the ‘‘Historical Financial Information’’). The audits of the financial information
contained in the Company’s 2009, 2008 and 2007 Annual Reports and Accounts were performed in
accordance with International Standards on Auditing (UK and Ireland).
In the 2008 Annual Report and Accounts, certain presentational changes were made to the
classification of amounts in the 2007 comparative balance sheet and notes to be consistent with the
presentation of the balance sheet and notes at 31 March 2008. These changes were presentational
only and did not affect the Group’s cash flows or results.
The unaudited financial information relating to the Group at and for the six months ended
30 September 2009 and 30 September 2008 is incorporated by reference into this Prospectus pursuant
to Part XI: ‘‘Information Incorporated by Reference’’ of this Prospectus and has been extracted
without material adjustment from the Financial Report for the Six Months Ended 30 September 2009
and the Financial Report for the Six Months Ended 30 September 2008, respectively (the ‘‘Unaudited
Interim Financial Results’’).
Following the implementation of IAS 1 (revised), certain of the financial statements of the Group and
the Company have been renamed as follows:
*                                                      the Balance Sheet has been renamed ‘‘Statement of Financial Position’’;
*                                                      the Statement of Recognised Income and Expense has been renamed ‘‘Statement of
                                                       Comprehensive Income’’; and
*                                                      the Cash Flow Statement has been renamed ‘‘Statement of Cash Flows’’.
These changes apply to the Group and the Company for the financial periods beginning on or after
1 April 2009. Therefore, these changes have been incorporated into this Prospectus in references to
financial statements of the Group and the Company for the six months ended 30 September 2009 and
in the presentation of financial statements that include the results for the six months ended
30 September 2009.
The documents incorporated by reference herein are important and should be reviewed along with
this Prospectus. Copies of the documents incorporated by reference will be available for inspection in
accordance with paragraph 22 (‘‘Documents available for inspection’’) of Part X: ‘‘Additional
Information’’ of this Prospectus.

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None of the financial information included in or incorporated by reference herein was prepared in
accordance with generally accepted accounting principles in the United States or audited in
accordance with auditing standards generally accepted in the United States or auditing standards of
the Public Company Accounting Oversight Board (United States).
The financial information included in this Prospectus or incorporated by reference into this
Prospectus is not intended to comply with SEC reporting requirements. Compliance with such
requirements would require the modification or exclusion of certain financial measures and the
presentation of certain other information not included herein.

Currencies
Unless otherwise indicated, all references in this Prospectus to:
*                                                      ‘‘sterling’’, ‘‘pounds sterling’’, ‘‘£’’, ‘‘pence’’, ‘‘penny’’ or ‘‘p’’ are to the lawful currency of the
                                                       United Kingdom;
*                                                      all references to ‘‘Euro’’, ‘‘euro’’ or ‘‘A’’ are to the lawful currency of the member states of the
                                                       European Union that adopted the Euro in Stage Three of the Treaty establishing Economic and
                                                       Monetary Union on 1 January 1999; and
*                                                      all references to ‘‘$’’, ‘‘USD’’, ‘‘dollar’’ or ‘‘US dollar’’ relate to the legal currency of the United
                                                       States.

Currency exchange rate information
Unless otherwise indicated, the financial information contained in this Prospectus has been expressed
in pounds sterling. The consolidated financial statements of the Group include the financial results of
subsidiaries whose trading and financial results are denominated in a currency or currencies other
than pounds sterling, which require translation into pounds sterling on consolidation. The average
and closing exchange rates of the Group’s main trading currencies, other than pounds sterling, are
shown relative to pounds sterling below and are indicative of the translation rates applied by the
Group in translation from non-pound sterling denominated amounts. The average rates in the table
below are daily weighted averages, but they are not necessarily the rates used to translate the Group’s
results due to seasonality of earnings. These exchange rates should not be construed as
representations that the relevant currency could be converted into pounds sterling at the rate
indicated or at any other rate.

Closing rates against pounds sterling                                                                                                       Euro          USD
31 March 2007                                                                                                                             1.4735         1.9678
31 March 2008                                                                                                                             1.2559         1.9828
31 March 2009                                                                                                                             1.0813         1.4328
Month ended:
30 April 2009                                                                                                                             1.1180         1.4787
31 May 2009                                                                                                                               1.1442         1.6185
30 June 2009                                                                                                                              1.1732         1.6468
31 July 2009                                                                                                                              1.1723         1.6721
31 August 2009                                                                                                                            1.1362         1.6276
30 September 2009                                                                                                                         1.0931         1.6006

Average rates for the period against pounds sterling                                                                                        Euro          USD
2006/2007 Financial Year                                                                                                                  1.4902         1.8944
2007/2008 Financial Year                                                                                                                  1.4168         2.0074
2008/2009 Financial Year                                                                                                                  1.1983         1.7191
Month ended:
30 April 2009                                                                                                                             1.1151         1.4723
31 May 2009                                                                                                                               1.1308         1.5458
30 June 2009                                                                                                                              1.1687         1.6376
31 July 2009                                                                                                                              1.1632         1.6384
31 August 2009                                                                                                                            1.1585         1.6532
30 September 2009                                                                                                                         1.1198         1.6314

Source: Closing rates are taken from Bloomberg and average rates are calculated as the daily weighted average of closing rates taken
        from Bloomberg.

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Segmental financial information
The Group is a publisher of classified advertising directories in the United Kingdom, United States,
Spain and Latin America (Chile, Peru and Argentina) and revenue is principally derived from the sale
of advertising in such directories. The Group’s primary reporting segments are based on the
management structure of the Group, which also approximates the geographical location of where
these entities operate (Yell UK and Yell Adworks businesses in the United Kingdom, Yellowbook in
the United States and Yell Publicidad in Spain and Latin America). The Group geographically
manages its trading operations down to EBITDA and operating cash flow and centrally manages its
group taxation and capital structure, including net equity and net debt.


EBITDA
The Group calculates EBITDA (earnings before interest, taxes, depreciation and amortisation) by
adding depreciation and amortisation to operating profit/(loss), in each case determined in accordance
with IFRS. EBITDA and the related ratios presented in this Prospectus are supplementary measures
of the Group’s performance and liquidity that are not required by, or presented in accordance with,
IFRS. Furthermore, EBITDA is not a measure of the Group’s financial performance or liquidity
under IFRS and should not be considered as an alternative to gross profit, operating profit/(loss) or
any other performance measures derived in accordance with IFRS or as an alternative to cash flow
from operating activities as a measure of the Group’s liquidity. EBITDA may not be indicative of the
Group’s historical operating results, nor is it meant to be predictive of future results. The EBITDA
figures for the years ended 31 March 2009, 2008 and 2007 have been derived from the historical
financial information incorporated by reference into this Prospectus pursuant to Part XI:
‘‘Information Incorporated by Reference’’ of this Prospectus. Where information has been derived, it
has been calculated by adding together and/or subtracting figures that are extracted without material
adjustment from the Group’s audited consolidated financial statements for the years ended 31 March
2009, 2008 and 2007 and the Group’s unaudited interim accounts for the six months ended
30 September 2009 and 2008.

The Company has presented these supplementary measures because they are used by the Group in
managing its business. In addition, the Directors believe that EBITDA is commonly reported by
comparable businesses and used by securities analysts, investors and other parties in comparing the
performance of businesses on a consistent basis without regard to interest, taxes, depreciation or
amortisation, which can vary significantly depending upon accounting methods (particularly when
acquisitions have occurred) or other non-operating factors. EBITDA as presented herein may not,
however, be comparable to similarly titled measures disclosed by other companies. Investors should
not consider these non-GAAP measures in isolation or as a substitute for operating (loss) profit as
determined by IFRS, or as an indicator of the Group’s operating performance or of cash flows from
operating activities as determined by IFRS. Investors should not use this non-GAAP measure as a
substitute for the analysis of the Company’s results as reported in the income statement or cash flow
statement.


Adjusted EBITDA and adjusted EBITDA margin
The Group has presented adjusted EBITDA as a supplementary measure of the Group’s operating
performance. Adjusted EBITDA takes into account certain adjustments to exclude exceptional items –
transactions that, by virtue of their incidence, size or a combination of both, are disclosed separately
in the notes to the Group’s financial statements. The Group calculates underlying results by adjusting
earnings for the period by excluding exceptional items. These exceptional items vary each year.
Exceptional items for the year ended 31 March 2009 included an impairment loss of goodwill related
to the Group’s operations in Spain and Latin America, restructuring costs associated with reducing
the Group’s cost base by 20 per cent., costs associated with the cancellation of share plans and a
credit for a net release of litigation accruals no longer needed. For prior periods, exceptional items
have included restructuring costs, credit for class action accrual no longer needed, costs of the post-
acquisition restructuring of Yell Publicidad and Yellowbook, financing charges in relation to the
refinancing of the Group at the time of the Yell Publicidad acquisition, the disposal of the Group’s
Brazilian operations and a tax credit for the change in Spanish tax rates.

Adjusted EBITDA margin represents the Group’s adjusted EBITDA as a percentage of revenue over
a given period.

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Adjusted EBITDA and the Adjusted EBITDA margin are calculated using financial information
extracted from the Group’s Historical Financial Information and the Group’s Unaudited Interim
Financial Results.

Set out below are reconciliations of operating profit to Adjusted EBITDA for the periods indicated,
based on information extracted without material adjustment from the Group’s Historical Financial
Information and the Group’s Unaudited Interim Financial Results.

                                                                                          Six months ended
                                                                                            30 September                   Year ended 31 March
                                                                                             2009         2008           2009         2008        2007
£ millions unless noted otherwise                                                     (unaudited) (unaudited)       (audited)    (audited)   (audited)
Yell UK operating profit                                                                     110.6        122.7          187.4        236.2       239.2
Depreciation and amortisation                                                                10.6          9.1           20.0         17.0        13.5
Yell UK EBITDA                                                                              121.2        131.8          207.4        253.2       252.7
Exceptional items                                                                              —           7.7           59.3          7.4         0.2
Yell UK Adjusted EBITDA                                                                     121.2        139.5          266.7        260.6       252.9
UK Adjusted EBITDA margin                                                                    39.7%        39.9%          38.5%        35.6%       35.1%
Yellowbook operating profit                                                                  103.1          114.8       281.6         258.2        242.7
Depreciation and amortisation                                                                26.3           21.3        46.5          46.0         49.6
Yellowbook EBITDA                                                                           129.4          136.1       328.1         304.2        292.3
Exceptional items                                                                              —              —         12.1         (11.8)         4.5
Yellowbook Adjusted EBITDA                                                                  129.4          136.1       340.2         292.4        296.8
Yellowbook Adjusted EBITDA
  margin                                                                                      26.1%         28.3%        28.8%        29.2%         29.3%
Yell Publicidad operating (loss)/
  profit                                                                                      (10.1)         13.4     (1,205.2)        81.1          30.1
Depreciation, amortisation and
  impairment                                                                                  56.4          52.4      1,382.8         97.7         93.5
Yell Publicidad EBITDA                                                                        46.3          65.8        177.6        178.8        123.6
Exceptional items                                                                               —            2.9         31.6          7.1          4.2
Yell Publicidad Adjusted EBITDA                                                               46.3          68.7        209.2        185.9        127.8
Yell Publicidad Adjusted EBITDA
  margin                                                                                      25.6%         35.7%        40.0%        38.3%         37.5%
Group operating profit/(loss)                                                                203.6          250.9       (736.2)       575.5        512.0
Depreciation, amortisation and
  impairment                                                                                 93.3           82.8      1,449.3        160.7        156.6
Group EBITDA                                                                                296.9          333.7        713.1        736.2        668.6
Exceptional items                                                                              —            10.6        103.0          2.7          8.9
Group Adjusted EBITDA                                                                       296.9          344.3        816.1        738.9        677.5
Group adjusted EBITDA margin                                                                 30.2%          33.6%        34.0%        33.3%        32.6%

Presentation of key performance indicators
The Group monitors the following key performance indicators to evaluate progress against its
business strategy:

*                                                      Live advertisers
                                                       In relation to Yell UK, this figure is a count of all unique advertisers at the date of the period
                                                       end with a live advertisement, regardless of product.

*                                                      Unique advertisers
                                                       The number of unique advertisers in printed directories that were recognised for revenue
                                                       purposes and have been billed. Unique advertisers are counted once only, regardless of the
                                                       number of advertisements they purchase or the number of directories in which they advertise.

*                                                      Unique advertiser retention rate
                                                       Unique advertiser retention rate represents the percentage of unique advertisers in printed
                                                       directories that have renewed their advertising.

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*                                                      Revenue per unique advertiser
                                                       Revenue per unique advertiser is calculated by dividing the recognised revenue in the reporting
                                                       period by the unique printed advertisers in the same period.
*                                                      Searchable advertisers at period end
                                                       This figure represents the number of internet advertisers with a live contract at month end. It
                                                       refers only to those advertisers for whom consumers can search and excludes advertisers who
                                                       purchase only products such as banners and domain names.
*                                                      Unique users/visitors for the month of period end
                                                       In relation to Yell.com and PaginasAmarillas.es, this figure is the number of unique users who
                                                       have visited these websites once or more often in the indicated month. Unique users are
                                                       measured according to independently established industry standard measures. In relation to
                                                       Yellowbook.com, the Group’s data provider, ComScore, counts individuals visiting all
                                                       Yellowbook-affiliated websites that display Yellowbook.com data.
*                                                      Annualised (LTM) revenue per average searchable advertiser
                                                       UK, US and Spain internet LTM revenue per average searchable advertiser is calculated by
                                                       dividing the recognised revenue in the last twelve months by the average number of searchable
                                                       advertisers in that year. In the United Kingdom, the revenue includes the Group’s netReach
                                                       product, in the United States the Group’s WebReach product and in Spain the Group’s
                                                       Europages product. Revenue per average searchable advertiser methodology was introduced
                                                       from 30 June 2008. The figures for the United Kingdom and United States for the year ended
                                                       31 March 2008 were therefore restated for comparative purposes for the period ended 31 March
                                                       2007, the original reported figures remain, and no restated numbers released.

Rounding
Certain figures contained in this Prospectus, including financial, statistical and operating information,
have been subject to rounding adjustments. Accordingly, in certain instances, the sum of the numbers
in a column or a row in tables contained in this Prospectus may not conform exactly to the total
figure given for that column or row.

Forward Looking Statements
This Prospectus and the information incorporated by reference into this Prospectus contains certain
forward-looking statements that may include reference to one or more of the following: the Group’s
financial condition, results of operations, cashflows, dividends, financing plans, business strategies,
operating efficiencies or synergies, budgets, capital and other expenditure, competitive positions,
growth opportunities for existing products, sales, prices of products, plans and objectives of
management and other matters. These forward-looking statements can be identified by the use of
forward-looking terminology, including the terms ‘‘believes’’, ‘‘estimates’’, ‘‘anticipates’’, ‘‘expects’’,
‘‘intends’’, ‘‘plans’’, ‘‘goal’’, ‘‘target’’, ‘‘aim’’, ‘‘may’’, ‘‘will’’, ‘‘would’’, ‘‘could’’ or ‘‘should’’ (in each
case, their negative or other variations or comparable terminology). Statements in this Prospectus that
are not historical facts are hereby identified as ‘‘forward-looking statements’’. Such forward-looking
statements, including, without limitation, those relating to future business prospects, revenue, liquidity,
capital needs, interest costs and income, in each case relating to Yell, wherever they occur in this
Prospectus, are not necessarily based on assumptions reflecting the views of Yell and involve a
number of known and unknown risks, uncertainties and other factors that could cause actual results,
performance or achievements to differ materially from those expressed or implied by the forward-
looking statements. Such forward-looking statements should, therefore, be considered in the light of
various important factors. Important factors that could cause actual results to differ materially from
estimates or projections contained in the forward-looking statements include, without limitation:
economic and business cycles, the terms and conditions of Yell’s financing arrangements, fluctuations
in interest rates, foreign currency rate fluctuations, competition in Yell’s principal markets,
acquisitions or disposals of businesses or assets and trends in Yell’s principal industries and markets.
These forward-looking statements are further qualified by the risk factors disclosed, or incorporated
by reference, in this Prospectus that could cause actual results to differ materially from those in the
forward-looking statements. Forward-looking statements should, therefore, be construed in light of
such risk factors and undue influence should not be placed on forward looking statements. You are
advised to read this Prospectus and the information incorporated by reference into this Prospectus in
their entirety, and, in particular, the section headed ‘‘Risk Factors’’, Part IV: ‘‘Description of the

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Group’’ and Part VI: ‘‘Operating and Financial Review of Yell’’ for a further discussion of the
factors that could affect the Group’s future performance and the industries and markets in which it
operates.
These forward-looking statements speak only at the date of this Prospectus and are not intended to
give any assurances in respect of the future performance of Yell. Except as required by the Listing
Rules, the Disclosure and Transparency Rules, the Prospectus Rules and any applicable law, Yell
does not have any obligation to update or revise publicly any forward-looking statements, whether as
a result of new information, further events or otherwise. Except as required by the Listing Rules, the
Disclosure and Transparency Rules, the Prospectus Rules, FSMA or any applicable law, Yell
expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in Yell’s expectations with regard
thereto or any change in events, conditions or circumstances on which any such statement is based.
In light of these risks, uncertainties and assumptions, the forward-looking statements discussed in this
Prospectus might not occur. Prospective investors should specifically consider the factors identified in
this Prospectus, which could cause actual results to differ before making an investment decision.

Further share issues
This Prospectus assumes that no further Ordinary Shares will be issued between the date of this
Prospectus and the completion of the Capital Raising.

Notice to US Shareholders and to Shareholders in Excluded Territories
Securities may not be offered or sold in the United States unless they are registered under the
Securities Act or are exempt from such registration. The New Ordinary Shares have not been and
will not be registered under the Securities Act or under any securities laws of any state or other
jurisdiction of the United States. The New Ordinary Shares may not be offered, sold, taken up,
exercised, resold, transferred or delivered, directly or indirectly, within the United States, except
pursuant to an applicable exemption from, or a transaction not subject to, the registration
requirements of the Securities Act and in compliance with any applicable securities laws of any state
or other jurisdiction of the United States. The New Ordinary Shares have not been approved or
disapproved by the SEC, any state securities commission in the United States or any other US
regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of
the offering of the New Ordinary Shares or the accuracy or adequacy of this Prospectus. Any
representation to the contrary is a criminal offence in the United States.
In addition, the New Ordinary Shares have not been and will not be registered under the relevant
laws of any state, province or territory of any Excluded Territory and may not be offered, sold,
resold, taken up, transferred, delivered or distributed, directly or indirectly within any Excluded
Territory except pursuant to an applicable exemption from registration requirements, and in
compliance with, any applicable securities laws. Subject to certain exceptions, neither this Prospectus
nor the Application Form will be distributed in or into the United States or any Excluded Territory.
Subject to certain exceptions, neither this Prospectus nor the Application Form constitute, or will
constitute, or forms part of any offer or invitation to sell or issue, or any solicitation of any offer to
purchase or acquire, the New Ordinary Shares, to any Shareholder with a registered address in, or
who is resident or located in (as applicable), the United States or any Excluded Territory.
Notwithstanding the foregoing, the Company and the Joint Bookrunners reserve the right to offer the
New Ordinary Shares in the United States in transactions exempt from, or not subject to, the
registration requirements under the Securities Act. The New Ordinary Shares offered outside the
United States are being offered in reliance on Regulation S under the Securities Act.
Any person acquiring Open Offer Shares will be required to make the representations and warranties
set out in paragraph 6.5 (‘‘Further representations and warranties’’) of Part III: ‘‘Terms and
Conditions of the Open Offer’’ of this Prospectus, including that such person:
(i)                                                    is not within the United States or any Excluded Territory;
(ii)                                                   is not in any jurisdiction in which it is unlawful to make or accept an offer to acquire the Open
                                                       Offer Shares;
(iii) is not acquiring Open Offer Shares for the account of any person who is located in the United
      States, unless:
                                                       (a)   the instruction to acquire was received from a person outside the United States; and

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                                                       (b)   the person giving such instruction has confirmed that (x) it has the authority to give such
                                                             instruction and either (y) has investment discretion over such account or (z) is an
                                                             investment manager or investment company that, in the case of each of (y) and (z), is
                                                             acquiring the Open Offer Shares in an ‘‘offshore transaction’’ within the meaning of
                                                             Regulation S; and
(iv) is not acquiring the Open Offer Shares with a view to the offer, sale, resale, transfer, delivery or
     distribution, directly or indirectly, of any Open Offer Shares into the United States, any
     Excluded Territory or any other jurisdiction referred to in (ii) above.
Notwithstanding the representations referred to above, where proof has been provided to the
Company’s satisfaction that the New Ordinary Shares are being acquired by a person that is, and
each account for which it is acting on behalf of is, a QIB, and/or that such acquisition or exercise
will not result in the contravention of any applicable regulatory or legal requirements in any
jurisdiction, the Company may allow such exercise on the terms and conditions and subject to the
requirements set out in paragraph 6 (‘‘Overseas Shareholders’’) of Part III: ‘‘Terms and Conditions of
the Open Offer’’ of this Prospectus.
In addition, the Joint Bookrunners may place the New Ordinary Shares (i) in accordance with
Regulation S under the Securities Act or (ii) to persons reasonably believed to be QIBs in reliance on
an exemption from the registration requirements of the Securities Act provided by Rule 144A or
another exemption from the registration requirements of the Securities Act. Any such persons are
notified that such offers may be being made in reliance on the exemption from the registration
requirements of the Securities Act provided by Rule 144A or another exemption from the registration
requirements of the Securities Act.
Subject to certain exceptions, any person in the United States who obtains a copy of this Prospectus
and who is not a QIB is required to disregard it.
This Prospectus does not constitute an invitation or offer to sell or the solicitation of an invitation or
an offer to buy, New Ordinary Shares in any jurisdiction in which such offer or solicitation is
unlawful. Persons into whose possession this Prospectus and/or the Application Form come should
inform themselves about and observe any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such jurisdiction.

Notice to Overseas Shareholders
All Overseas Shareholders and any person (including, without limitation, a nominee, custodian or
trustee) who has a contractual or other legal obligation to forward this Prospectus or any Application
Form, if and when received, or any other documents to a jurisdiction outside the United Kingdom or
the Republic of Ireland, should read paragraph 6 (‘‘Overseas Shareholders’’) of Part III: ‘‘Terms and
Conditions of the Open Offer’’ of this Prospectus.
In particular, subject to the provisions of paragraph 6 (‘‘Overseas Shareholders’’) of Part III: ‘‘Terms
and Conditions of the Open Offer’’, subject to certain exceptions, Excluded Territory Shareholders
should not be sent this Prospectus or Application Form and should not have their CREST stock
accounts credited with Open Offer Entitlements.
The ability of an Overseas Shareholder to bring an action against the Company may be limited under
law. The Company is a public limited company incorporated in England and Wales. The rights of
holders of Existing Ordinary Shares are governed by English law and by the Memorandum and
Articles of the Company.

Notice to European Economic Area Investors
In relation to each member state of the European Economic Area that has implemented the
Prospectus Directive (each a ‘‘relevant member state’’) (except for the United Kingdom and the
Republic of Ireland), with effect from and including the date on which the Prospectus Directive was
implemented in that relevant member state (the ‘‘relevant implementation date’’), no New Ordinary
Shares have been offered or will be offered pursuant to the Capital Raising to the public in that
relevant member state prior to the publication of a prospectus in relation to the New Ordinary
Shares that has been approved by the competent authority in the relevant member state or, where
appropriate, approved in another relevant member state and notified to the competent authority in
the relevant member state in accordance with the Prospectus Directive, except that with effect from
and including the relevant implementation date, offers of the New Ordinary Shares and may be made
in that relevant member state at any time:

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(a)                                                    to legal entities that are authorised or regulated to operate in the financial markets or, if not so
                                                       authorised or regulated, whose corporate purpose is solely to invest in securities;
(b)                                                    to any legal entity that has two or more of (i) an average of at least 250 employees during the
                                                       last financial year; (ii) a total balance sheet of more than A43 million; and (iii) an annual
                                                       turnover of more than A50 million, as shown in its last annual or consolidated accounts; or
(c)                                                    in any other circumstances falling within Article 3(2) of the Prospectus Directive provided that
                                                       no such offer of the New Ordinary Shares shall result in a requirement for the publication by
                                                       the Company or any of the Joint Underwriters of a prospectus pursuant to Article 3 of the
                                                       Prospectus Directive.
For this purpose, the expression ‘‘an offer of any New Ordinary Shares to the public’’ in relation to
any New Ordinary Shares in any relevant member state means the communication in any form and
by any means of sufficient information on the terms of the Capital Raising and any New Ordinary
Shares to be offered so as to enable an investor to decide to acquire any New Ordinary Shares as the
same may be varied in that relevant member state by any measure implementing the Prospectus
Directive in that relevant member state.
In the case of any New Ordinary Shares being offered to a financial intermediary as that term is used
in Article 3(2) of the Prospectus Directive, such financial intermediary will also be deemed to have
represented, acknowledged and agreed that the New Ordinary Shares acquired by it in the Capital
Raising have not been acquired on a non-discretionary basis on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in circumstances that may give rise to an
offer of any New Ordinary Shares to the public other than their offer or resale in a relevant member
state to qualified investors as so defined in the Prospectus Directive or in circumstances in which the
prior consent of the Company and each of the Joint Underwriters has been obtained to each such
proposed offer or resale. The Company and each of the Joint Underwriters and their respective
affiliates, and others, will rely upon the truth and accuracy of the foregoing representation,
acknowledgement and agreement. Notwithstanding the above, a person who is not a qualified investor
and who has notified the Company and each of the Joint Underwriters in writing of such fact, may,
with the consent of the Company and each of the Joint Underwriters be permitted to subscribe for or
purchase the New Ordinary Shares in the Capital Raising.

Notice to DIFC Investors
This Prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the
Dubai Financial Services Authority (‘‘DFSA’’). This Prospectus is intended for distribution only to
persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to,
or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any
documents in connection with Exempt Offers. The DFSA has not approved this Prospectus nor taken
steps to verify the information set out herein and has no responsibility for the Prospectus. The New
Ordinary Shares to which this Prospectus relates may be illiquid and/or subject to restrictions on their
resale. Prospective purchasers of the New Ordinary Shares should conduct their own due diligence. If
you do not understand the contents of this Prospectus you should consult an authorised financial
adviser.

Notice to Swiss Investors
This Prospectus does not constitute a prospectus within the meaning of Articles 652a and 1156 of the
Swiss Code of Obligations or a listing prospectus according to Article 32 of the Listing Rules of the
SWX Swiss Exchange. The New Ordinary Shares will not be listed on the SWX Swiss Exchange and,
therefore, the Prospectus does not comply with the disclosure standards of the Listing Rules of the
SWX Swiss Exchange. Accordingly, the New Ordinary Shares may not be offered to the public in or
from Switzerland, but only to a selected and limited group of investors, which do not subscribe for
the New Ordinary Shares with a view to distribution to the public. The investors will be individually
approached by the Joint Bookrunners from time to time. This Prospectus is personal to each offeree
and does not constitute an offer to any other person. The Prospectus may only be used by those
persons to whom it has been handed out in connection with the offer described herein and may
neither directly nor indirectly be distributed or made available to other persons without the express
consent of the Company. It may not be used in connection with any other offer and shall in
particular not be copied and/or distributed to the public in or from Switzerland.

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Notice to all investors
Any reproduction or distribution of this Prospectus, in whole or in part, and any disclosure of its
contents or use of any information contained in this Prospectus for any purpose other than
considering an investment in the New Ordinary Shares is prohibited. By accepting delivery of this
Prospectus, each offeree of the New Ordinary Shares agrees to the foregoing.
The distribution of this Prospectus and/or the Application Form and/or the transfer of the New
Ordinary Shares into jurisdictions other than the United Kingdom or the Republic of Ireland may be
restricted by law. Persons into whose possession these documents come should inform themselves
about and observe any such restrictions. Any failure to comply with these restrictions may constitute
a violation of the securities law of any such jurisdiction. In particular, subject to certain exceptions,
such documents should not be distributed, forwarded to or transmitted in or into the United States
or any of the Excluded Territories. The New Ordinary Shares are not transferable, except in
accordance with, and the distribution of this Prospectus is subject to, the restrictions set out in
Part III: ‘‘Terms and Conditions of the Open Offer’’ of this Prospectus.
No person has been authorised to give any information or make any representations other than those
contained in this Prospectus and, if given or made, such information or representations must not be
relied upon as having been authorised by Yell or the Banks. Subject to FSMA, the Listing Rules, the
Disclosure and Transparency Rules and the Prospectus Rules, neither the delivery of this Prospectus
nor any acquisition or sale made hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of Yell since the date of this Prospectus or that the
information in this Prospectus is correct at any time after this date. No statement in this Prospectus
is intended as a profit forecast.
Nothing contained in this Prospectus is intended to constitute investment, legal, tax, accounting or
other professional advice. This Prospectus is for your information only and nothing in this Prospectus
is intended to endorse or recommend a particular course of action. Neither the Company nor the
Banks nor any of their respective representatives, is making any representation to any offeree or
purchaser of the New Ordinary Shares regarding the legality of an investment in the New Ordinary
Shares by such offeree or purchaser under the laws applicable to such offeree or purchaser. You
should consult with an appropriate professional for specific advice as to the legal, tax, business,
financial and related aspects of a purchase of the New Ordinary Shares and the Application Form
rendered on the basis of your situation. In making an investment decision, each investor must rely on
its own examination, analysis and enquiry of the Company and the terms of the Capital Raising,
including the merits and risks involved.
Persons acquiring New Ordinary Shares also acknowledge that: (i) they have not relied on the Banks
or any person affiliated with the Banks in connection with any investigation of the accuracy of any
information contained in this Prospectus or their investment decision; and (ii) they have relied only
on the information contained in this Prospectus, and that no person has been authorised to give any
information or to make any representation concerning the Company or its subsidiaries or the New
Ordinary Shares (other than as contained in this Prospectus) and, if given or made, any such other
information or representation should not be relied upon as having been authorised by the Company
or the Banks.
The New Ordinary Shares are subject to restrictions on transferability and resale and may not be
transferred or resold except as permitted under applicable securities laws and regulations. Investors
should be aware that they may be required to bear the financial risks of this investment for an
indefinite period of time.
References to time in this Prospectus are to Greenwich Mean Time unless otherwise noted, and
references to postcodes are references to postcodes in London. References to dates and times in this
Prospectus should be read as being subject to adjustment. The Company will make an appropriate
announcement to a Regulatory Information Service giving details of any revised dates but Qualifying
Shareholders may not receive any further written communication.

Enforcement of civil liabilities
The ability of an Overseas Shareholder to bring an action against the Company may be limited under
law. The Company is a public limited company incorporated in England and Wales. The rights of
holders of Ordinary Shares are governed by English law and by the Company’s Memorandum and
Articles. These rights differ from the rights of shareholders in US corporations and some other non-
UK corporations.

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An Overseas Shareholder may not be able to enforce a judgment against some or all of the Directors
and the Company’s executive officers. The majority of the Directors and executive officers are
residents of the United Kingdom consequently, it may not be possible for an Overseas Shareholder to
effect service of process upon the Directors and the Company’s executive officers within the Overseas
Shareholder’s country of residence. In addition, it may not be possible to enforce against the
Directors and the Company’s executive officers judgments of courts of the Overseas Shareholder’s
country of residence based on civil liabilities under that country’s securities laws. There can be no
assurance that an Overseas Shareholder will be able to enforce any judgments in civil and commercial
matters or any judgments under the securities laws of countries other than the United Kingdom
against the Directors or the Company’s executive officers who are residents of the United Kingdom
or countries other than those in which judgment is made. In addition, English or other courts may
not impose civil liability on the Directors or the Company’s executive officers in any original action
based solely on the foreign securities laws brought against the Company or the Directors in a court
of competent jurisdiction in England or other countries.

Incorporation by reference
Certain information in relation to the Group has been incorporated by reference into this Prospectus.
Please see Part XI: ‘‘Information Incorporated by Reference’’ of this Prospectus.

No incorporation of website information
The content of the Group’s websites do not form part of this Prospectus.

Definitions
Certain terms used in this Prospectus, including all capitalised terms and technical and other terms,
are defined and explained in Part XII: ‘‘Definitions’’ of this Prospectus.




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                                                                 WHERE TO FIND HELP
Part II: ‘‘Some Questions and Answers about the Capital Raising’’ of this Prospectus answers some
of the questions most often asked by shareholders about capital raisings. If you have further
questions, please telephone the Shareholder Helpline on the numbers set out below. This helpline is
available from 8:30 a.m. to 5:30 p.m. on any Business Day.

                                                                       Shareholder Helpline
                                                         0871 384 2889 (from within the United Kingdom)
                                                                                or
                                                       +44 121 415 0269 (from outside the United Kingdom)
Calls to the 0871 384 2889 number are charged at 8 pence per minute (including VAT) plus any of
your service provider’s network extras. Calls to the +44 121 415 0269 number from outside the
United Kingdom are charged at applicable international rates. Different charges may apply to calls
made from mobile telephones and calls may be recorded and monitored randomly for security and
training purposes. Please note that, for legal reasons, the Shareholder Helpline will only be able to
provide information contained in this Prospectus and information relating to the Company’s register
of members and will be unable to give advice on the merits of the Capital Raising or to provide
legal, financial, tax or investment advice.




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                                                       DIRECTORS, SECRETARY AND ADVISERS
Directors                                                           Bob Wigley (Non-executive Chairman)
                                                                    John Condron (Chief Executive Officer)
                                                                    John Davis (Chief Financial Officer)
                                                                    Tim Bunting (Non-executive Director)
                                                                    John Coghlan (Non-executive Director)
                                                                    Toby Coppel (Non-executive Director)
                                                                    Joachim Eberhardt (Non-executive Director)
                                                                    Carlos Espinosa de los Monteros (Non-executive Director)
                                                                    Richard Hooper (Senior Independent Director)
                                                                    The business address of each of the Directors is Queens
                                                                    Walk, Oxford Road, Reading, Berkshire RG1 7PT
Company Secretary                                                   Howard Rubenstein
Registered office                                                    Queens Walk
                                                                    Oxford Road
                                                                    Reading
                                                                    Berkshire RG1 7PT
                                                                    Tel: +44 (0) 845 603 7109
Joint Sponsors and Joint Financial Advisers                         J.P. Morgan Cazenove Limited
                                                                    20 Moorgate
                                                                    London EC2R 6DA
                                                                    N.M. Rothschild & Sons Limited
                                                                    New Court, St. Swithin’s Lane
                                                                    London EC4P 4DU
Joint Global Co-ordinators                                          J.P. Morgan Cazenove Limited (address as above)
                                                                    Merrill Lynch International
                                                                    Merrill Lynch Financial Centre
                                                                    2 King Edward Street
                                                                    London EC1A 1HP
                                                                    Deutsche Bank AG, London Branch
                                                                    Winchester House
                                                                    1 Great Winchester Street
                                                                    London EC2N 2DB
Joint Bookrunners                                                   J.P. Morgan Cazenove Limited (address as above)
                                                                    Merrill Lynch International (address as above)
                                                                    Deutsche Bank AG, London Branch (address as above)
                                                                    HSBC Bank plc
                                                                    8 Canada Square
                                                                    Canary Wharf
                                                                    London E14 5HQ
Co-Lead Managers                                                    BNP PARIBAS
                                                                    16 boulevard des Italiens
                                                                    75009 Paris
                                                                    France
                                                                    Lloyds TSB Corporate Markets
                                                                    25 Gresham Street
                                                                    London EC2V 7HN
                                                                    RBS Hoare Govett Limited
                                                                    250 Bishopsgate
                                                                    London EC2A 4AA




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Legal adviser to the Company                           Herbert Smith LLP
                                                       Exchange House
                                                       Primrose Street
                                                       London EC2A 2HS
Legal adviser to the Joint Sponsors and                Freshfields Bruckhaus Deringer LLP
Joint Financial Advisers, Joint Global Co-             65 Fleet Street
ordinators, Joint Bookrunners and Co-Lead              London EC4Y 1HS
Managers
Auditors and Reporting Accountants to the              PricewaterhouseCoopers LLP
Company                                                1 Embankment Place
                                                       London WC2N 6RH
Registrar and Receiving Agents                         Equiniti Limited
                                                       Aspect House
                                                       Spencer Road
                                                       Lancing BN99 6DA




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                                                                                                   PART I

                                                                            LETTER FROM THE CHAIRMAN OF YELL



                                                               (Incorporated and registered in England and Wales with registered number 04180320)

Directors:                                                                                                                               Registered office:
Bob Wigley (Non-executive Chairman)                                                                                                          Queens Walk
John Condron (Chief Executive Officer)                                                                                                        Oxford Road
John Davis (Chief Financial Officer)                                                                                                               Reading
Tim Bunting (Non-executive Director)                                                                                                   Berkshire RG1 7PT
John Coghlan (Non-executive Director)
Toby Coppel (Non-executive Director)
Joachim Eberhardt (Non-executive Director)
Carlos Espinosa de los Monteros (Non-executive Director)
Richard Hooper (Senior Independent Director)


 To all Qualifying Shareholders
                                                                                                                                       10 November 2009
 Dear Shareholder

                                                       Firm Placing of 785,893,111 New Ordinary Shares at 42 pence per New Ordinary Share and Placing and
                                                               Open Offer of 785,893,111 New Ordinary Shares at 42 pence per New Ordinary Share
 1.     Introduction
 On 30 June 2009, the Company announced that it had embarked upon a process to comprehensively
 refinance the Group. As announced on 2 November 2009, the Group has concluded discussions with
 its lenders in relation to the Refinancing and an agreement has been reached with in excess of 95 per
 cent. (by value) of its lenders of record to exchange their participations under the Existing Facilities
 Agreement for indebtedness under the New Facilities Agreement, which will become effective subject
 to, among other things, a minimum gross equity raising of £500 million to prepay amounts
 outstanding under the New Facilities Agreement.
 The Company is proposing to raise gross proceeds of approximately £660 million to accelerate the
 prepayment of amounts outstanding under its New Facilities Agreement, which, in turn, will improve
 the strength of its balance sheet, and lower the costs of borrowing by taking advantage of the margin
 ratchet provisions of the New Facilities Agreement.
 The Capital Raising is conditional on, among other things, the approval of the Capital Raising
 Resolutions by Shareholders at an Extraordinary General Meeting of the Company to be held at
 11:00 a.m. on 26 November 2009 at the offices of Herbert Smith LLP, Exchange House, Primrose
 Street, London EC2A 2HS and upon the Placing Agreement becoming unconditional in all respects.
 The Notice of the Extraordinary General Meeting is set out in Part XIII: ‘‘Notice of Extraordinary
 General Meeting’’ of this Prospectus. Shareholder approval is required to, among other things,
 remove the limitation on the Company’s authorised share capital in line with the Companies Act
 2006, to grant the Directors authority to allot and issue the New Ordinary Shares on a non pre-
 emptive basis, to approve the discounted Issue Price, to approve the related party transactions and to
 approve payment of any fee to a related party in connection with the Placing and Open Offer (a
 summary of the Resolutions is provided in paragraph 13 (‘‘Extraordinary General Meeting’’) of this
 Part I: ‘‘Letter from the Chairman of Yell’’).
 The purpose of this Prospectus, which comprises both a circular and prospectus, is to provide you
 with notice of the Extraordinary General Meeting and details of the Capital Raising. It explains why
 the Directors consider that the Capital Raising and the Resolutions to be proposed at the
 Extraordinary General Meeting are in the best interests of the Company and Shareholders as a
 whole. The Directors unanimously recommend that you vote in favour of the Resolutions to be
 proposed at the Extraordinary General Meeting, as they intend to do in respect of their own

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beneficial holdings which amount in aggregate to 3,308,226 Existing Ordinary Shares, representing
approximately 0.4 per cent. of the Existing Ordinary Shares of the Company.

2.    Background to and reasons for the Capital Raising
Yell is a leading international classified advertising publisher operating in the United Kingdom, the
United States, Spain and Latin America. Yell puts buyers in touch with sellers through an integrated
portfolio of simple-to-use, cost-effective advertising products available through printed, online and
mobile-based media. Yell aims to be the best provider of quality business leads in all of its markets,
regardless of channel, by continuing to meet the changing demands of advertisers and consumers, and
by taking advantage of new technologies and communication methods.
Yell aims to deliver value for money advertising solutions and believes that the directories sector in
general has traditionally proved relatively resilient to economic downturns. This continues to be the
case, with Yell UK’s internet revenue outperforming many other advertising competitors such as the
regional press.1 The Board notes the comparative strength of the Group’s trading position, the
continued growth in internet revenue and the Group’s strong cash generation, with 134.7 per cent. of
adjusted EBITDA in the six months ended 30 September 2009 converted to operating cash flow of
£399.8 million. However, the severity of the recent economic downturn has adversely affected the
confidence and hence, advertising spend, of Yell’s core customer base of SMEs. The Group believes
that while customers continue to see the value of Yell’s products and, therefore, continue their
relationship with the Group, they have reduced their spend on classified advertising as economic
pressures have increased. The reduction in customer advertising spend has negatively affected Yell’s
operating performance and balance sheet position. The Group’s revenue began declining in the three
months ended 30 September 2008 with a decline of 1 per cent., on a constant currency basis,
compared to the same period in the prior year. This revenue decline has continued through the
economic downturn and, for the three months ended 30 September 2009, the Group’s revenue
declined by 15.6 per cent. on a constant currency basis, as compared to the same period in the prior
year. The Group does not expect revenue to improve until after market conditions improve.
In response to the difficult trading conditions, the Group has undertaken a number of initiatives with
the aim of reducing costs, growing internet revenue, demonstrating the value of its products and
refinancing the Group’s term loans. Since 2008 the Group has taken steps to reduce its annual costs
by £250 million (approximately 20 per cent. of the cost base in the year ended 31 March 2008) by,
among other things, automating processes, changing publishing schedules and improving customer
targeting. The Group has focused on growing the Group’s internet revenue by investing in the
development of the Group’s internet products (including its websites). The Group has also invested in
demonstrating the cost effectiveness of its products. In addition, the Group has successfully negotiated
a New Facilities Agreement to refinance a significant portion of the Group’s term loans, which
required refinancing before their maturity in April 2011. Through the refinancing, the Group has also
made favourable revisions to its financial covenants, which, in light of the economic environment,
were becoming increasingly difficult to satisfy.
Notwithstanding the Board’s confidence about the growth prospects of Yell over the medium to long
term, it believes that the business will benefit from the Capital Raising in three ways:

*     Provides opportunity to amend existing debt covenants and extend maturity of debt, thereby providing
      greater operational and financial flexibility
The Board has concluded that the Group’s capital structure is no longer appropriate for the business
going forward. Accordingly, the Group has created additional headroom and extended the debt
maturities by successfully negotiating the New Facilities Agreement, which will provide the Group
greater operational and financial flexibility. The New Facilities Agreement includes, among others, the
following provisions:
                                                         *      extension of debt maturities to 2014;
                                                         *      entry into a new covenant package, providing the Group greater headroom;
                                                         *      as a condition to the effectiveness of the New Facilities Agreement, Yell must raise gross
                                                                equity proceeds of at least £500 million to prepay amounts outstanding under the New
                                                                Facilities Agreement;

1                                                      Local press; Enders analysis estimate of print/online revenue split for 2004, 2006 and 2008.

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                                                       *    a new margin of between 3.5 per cent. and 3.75 per cent. over LIBOR or EURIBOR
                                                            payable to the Consenting Lenders and a consent fee of 1.25 per cent. of the Consenting
                                                            Lender’s commitments under the New Debt Facilities payable to Consenting Lenders; and

                                                       *    a commitment by the Group to reduce senior term debt by the Minimum Reduction
                                                            Amount within 18 months of the first utilisation date of the New Debt Facilities or incur
                                                            an additional fee of 0.50 per cent. of the total aggregate amount of the New Debt
                                                            Facilities payable to the Consenting Lenders and a 0.50 per cent. increase in the interest
                                                            rate margins under the New Facilities Agreement.

The Board believes that the Capital Raising represents the only viable means of meeting the equity
raising condition of the New Facilities Agreement. If the Capital Raising does not complete, the
Board believes that it will not be possible for the Group to satisfy the equity raising condition
referred to above within the required timeframe and, accordingly, that the New Facilities Agreement
will not become effective and the Group will remain subject to the Existing Facilities Agreement.
Should this occur, the Board believes it is probable that the Group would breach certain of its
financial covenants under the Existing Facilities Agreement at the next test date as at 31 December
2009. The implications of the Capital Raising not completing and the New Facilities Agreement not
becoming effective are set out in more detail in paragraph 20 (‘‘Importance of the Vote’’) of this Part
I: ‘‘Letter from the Chairman of Yell’’. Under the New Facilities Agreement, the Board believes that
the Group would have sufficient covenant and liquidity headroom throughout the term of the New
Debt Facilities.

The Board believes that, in conjunction with the New Debt Facilities, the Capital Raising should
enable Yell to protect and enhance shareholder value and improve shareholder confidence without
significantly detracting from the Group’s ability to take advantage of the evolving marketplace for
business leads as and when an economic recovery begins.

*     Strengthens the Group’s balance sheet and reduces its financial indebtedness
The Capital Raising is intended to strengthen the Group’s balance sheet as a result of a more robust
capital structure achieved through the prepayment of debt, as required by the New Facilities
Agreement. The Board believes that the proposed Capital Raising will achieve an immediate reduction
in the Group’s net debt, allowing it to deleverage more rapidly and diversify its funding sources and
will support the Group through the current difficult economic climate and ensure it is well positioned
to benefit once the economic recovery begins.


*     Improves the Group’s ability to focus on its core strategies
The increased operational and financial flexibility provided by the Group’s New Facilities Agreement,
which will come into effect in the circumstances described above, are expected to improve the
Group’s ability to focus on its strategy to move from a multi-channel directories publisher to a
comprehensive provider of business leads. As the usage market fragments further, businesses and, in
particular, SMEs, increasingly need ‘‘hassle free’’ assistance to be found by consumers, regardless of
media channel. In order to increase the overall cost-efficiency of its product offering, Yell aims to
become a one-stop shop for generating business leads, by maintaining a robust, established print
offering and affordable internet and mobile-based products. In particular, the Group intends to
continue to invest in technology that enables it to demonstrate the effectiveness of its products and
assist its advertising customers in increasing their online presence, and focus on improving the
Group’s operational and sales force efficiency.


3.   Competitive strengths of the Group
The Board believes that the Group has a number of key strengths, including the following:


*                                                      Leading positions in the classified directory advertising sector in the United Kingdom, the United States,
                                                       Spain and Latin America
                                                       Yell is a leading provider of classified directory advertising in the United Kingdom, Spain,
                                                       Chile, Peru and Argentina. It is also the largest independent classified directory publisher in the
                                                       United States with operations in 48 of the 50 states and the District of Columbia.

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*                                                        Strong relationships with a wide, diverse and loyal customer base
                                                         The Group has 1.6 million customers across a diverse range of SMEs. The Group acts as an
                                                         outsourced ‘‘sales and marketing department’’ for many of its SME customers, who often
                                                         receive many of their business leads through advertisements placed in the Group’s products. In
                                                         the current economic climate, SMEs have been reducing their advertising expenditure, but have
                                                         generally continued their relationships with the Group. The Group believes the strength of these
                                                         relationships is evidenced by the Group’s strong retention rates for advertising customers, who
                                                         continue to demonstrate high levels of customer loyalty despite the economic downturn.
*                                                        Extensive field and telephone sales forces, expertly supported, targeted and incentivised
                                                         The Group’s products are offered to advertising customers by a team of over 6,300 experienced
                                                         sales consultants who have direct contact with the Group’s customers, maintaining and
                                                         supporting the strong relationship-based service the Group offers. The Group’s sales consultants
                                                         are trained to market comprehensive advertising solutions across all of the Group’s products.
                                                         The Group uses sophisticated techniques to incentivise and manage its sales force to efficiently
                                                         and effectively target potential sales leads and offer the most appropriate advertising solutions to
                                                         its customers, depending on the preference and behaviour of consumers.
*                                                        Channel-neutral approach delivering widely-used, high value advertising solutions for SMEs
                                                         Directories (both print and online) are simple to use and are frequently used by a wide variety
                                                         of consumers to search for a broad range of products and services. The Group believes that
                                                         classified directory advertising is a key advertising medium for SMEs because it is generally
                                                         recognised as a cost-effective and targeted form of advertising. The Group believes that return
                                                         on investment for advertisers remains high in both the Group’s print and internet products. The
                                                         Group seeks to continue to ‘‘prove value’’ to its advertising customers through a number of new
                                                         and existing initiatives.
                                                         As consumers are using a wider variety of channels to search for local businesses, the Group
                                                         believes SMEs are looking for simple ways to increase their exposure on the internet and to
                                                         exploit its potential power as an advertising and promotional medium. The Group understands
                                                         SME advertisers typically lack the time, expertise and resources to devise complex internet
                                                         advertising strategies involving keyword selection, SEM, SEO and many other techniques
                                                         necessary to gain prominence and effectively target consumers. The Group believes, with its
                                                         strong sales force, close customer relationships, extensive databases and solid customer service
                                                         processes, it is well placed to put buyers in touch with sellers through its internet products.

*                                                        Excellent brand recognition
                                                         Brand recognition is key to making Yell a trusted business that is attractive to consumers and
                                                         advertisers. The Group believes it has achieved excellent brand recognition through effective
                                                         advertising and strong promotional campaigns in the markets in which it operates.
*                                                        Strong cash generation with cash conversion of 89.5 per cent. or more from adjusted EBITDA
                                                         Despite difficult economic conditions and the resulting decline in consumer activity and
                                                         advertising revenue, the cash generation of the Group remains very strong with 89.5 per cent. of
                                                         adjusted EBITDA in the year ended 31 March 2009 converted to operating cash flow of £730.2
                                                         million2 and 134.7 per cent. of adjusted EBITDA converted to operating cash flow of £399.8
                                                         million for the six months ended 30 September 2009.

*                                                        Proven management team
                                                         Each of the Group’s senior management has, on average, more than 20 years of experience in
                                                         either directory advertising or media and communications businesses more generally. The team
                                                         has both substantial experience and a successful track record of operating the Group, delivering
                                                         organic revenue growth, implementing ongoing efficiency gains and making and integrating
                                                         acquisitions.




2                                                      Operating cash flow is adjusted EBITDA plus the change in working capital minus capital expenditure.

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4.   Objectives and strategy of the Group
The key objectives and strategies of the Group are set out below:

*                                                      Leverage ‘‘one stop shop’’ multi-channel platform to become the best provider of quality business leads
                                                       for SMEs
                                                       The Group believes that its close customer relationships and experienced sales force allow it to
                                                       deliver business leads via any combination of print, online and mobile search channels, and
                                                       provide its SME customers a particular advantage in today’s fragmenting usage market. As well
                                                       as delivering leads from its own products, the Group intends to continue to deliver additional
                                                       value by helping SMEs manage their online marketing and exposure on major search engines
                                                       and on other platforms.

*                                                      Maintain and prove value to further improve customer retention
                                                       The Group believes its products provide attractive value in terms of generating business leads
                                                       and the Group intends to continue to invest in technology that enables it to demonstrate the
                                                       effectiveness of its products and so improve its customer retention and increase its market share.
                                                       The Board believes that continued investment in product development and marketing will allow
                                                       the Group to maintain and increase usage across its products. For example, the Group has
                                                       significantly increased the unique phone lines available to its customers. These lines allow
                                                       resulting calls to be logged and tracked, enabling the Group to demonstrate to its customers the
                                                       effectiveness of each advertisement.

*                                                      Deliver value from new technologies and assist the migration of SMEs online
                                                       The Group intends to continue to develop new technologies and platforms, assist its advertising
                                                       customers in increasing their online presence and leverage the value that new technology can
                                                       bring to its existing products and processes. The Group has and continues to invest in online
                                                       technologies. The Group also intends to continue to invest in its ability to deliver quality
                                                       business leads to its advertising customers through existing and emerging media channels.

*                                                      Continue to focus on operational and sales efficiency
                                                       The Group intends to continue to improve the efficiency of its sales teams while maintaining the
                                                       recent improvements made to its cost structure. Measures being implemented to enhance sales
                                                       efficiency include devoting fewer resources to targeting new advertising customers who the
                                                       Group believes are less likely to generate repeat business and rescheduling printing runs to
                                                       improve capacity. In addition, the Group has increased the level of automation, allowing sales
                                                       consultants to spend more time with advertising customers and to meet more advertising
                                                       customers per day. In line with its recent initiatives, the Group also intends to maintain an
                                                       efficient cost base, through a continued focus on streamlining back office functions and overall
                                                       process efficiency.

5.   The New Facilities Agreement
The New Facilities Agreement will become effective subject to, among other things, the Company
completing a gross equity raising of at least £500 million. The gross equity proceeds less agreed costs
and expenses (including, but not limited to, equity raising, debt amendment and hedging costs) will be
used to prepay, on a pro rata basis, the term loans made available under the New Facilities
Agreement.
The New Debt Facilities will be used to fund the purchase of the term loan commitments of the
lenders consenting to the exchange of participations in the Existing Debt Facilities for participations
in the New Debt Facilities (the ‘‘Consenting Lenders’’). The participations under the New Debt
Facilities to which the Consenting Lenders become entitled will be of the same principal amount and
denominated in the same currency as the participations in the Existing Debt Facilities. The New Debt
Facilities also include a revolving credit facility of up to £200 million.
The New Debt Facilities will mature in April 2014 (‘‘Facility A’’) and July 2014 (‘‘Facility B’’),
respectively. Under the new Facility A, the Group is obliged to make six monthly mandatory
repayment instalments of £25 million (commencing 30 September 2010), with the remainder to be
repaid in full on the applicable maturity date. The new Facility B is to be repaid in full on the
applicable maturity date. The New Debt Facilities carry a higher interest rate than the Existing Debt
Facilities, as further described in paragraph 11.1 (‘‘Existing Facilities Agreement’’) of Part X:
‘‘Additional Information’’ of this Prospectus.

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The principal terms of the New Debt Facilities are set out in paragraph 11.3 (‘‘New Facilities
Agreement’’) of Part X: ‘‘Additional Information’’ of this Prospectus.

6.                                                     Terms and Conditions of the Capital Raising
Structure of the Capital Raising
The Company proposes to raise gross proceeds of approximately £660 million through the Capital
Raising by the issue of New Ordinary Shares at an issue price of 42 pence per New Ordinary Share,
a discount of 6 pence (12.5 per cent.) to the Closing Price on 9 November 2009. 785,893,111 New
Ordinary Shares will be issued through the Firm Placing and 785,893,111 New Ordinary Shares will
be issued through the Placing and Open Offer.
In setting the Issue Price, the Directors have considered the price at which the New Ordinary Shares
need to be offered to investors to ensure the success of the Capital Raising and have held discussions
with a number of key institutional investors who have agreed, or shall agree, to subscribe (failing
which, the Joint Underwriters shall subscribe) for the New Ordinary Shares at that price. The level of
discount reflects the need, due to the size of the Capital Raising relative to the existing market
capitalisation of the Group, to generate demand from both existing shareholders of the Group and
new investors. The Directors believe that both the Issue Price and the discount are appropriate.
In structuring the Capital Raising, the Directors have had regard, among other things, to the current
market conditions, the level of the Company’s share price and the importance of pre-emption rights
to Shareholders. After considering these factors, the Directors have concluded that the Firm Placing
and Placing and Open Offer is the most suitable option available to the Company and its
Shareholders. The Open Offer component of the fundraising provides an opportunity for all
Qualifying Shareholders (other than, subject to certain exceptions, Excluded Territory Shareholders)
to participate by subscribing for Open Offer Shares pro rata to their current holding of Ordinary
Shares.

Principal terms of the Firm Placing
The Company is proposing to issue 785,893,111 New Ordinary Shares at a price of 42 pence per New
Ordinary Share pursuant to the Firm Placing. The Firm Placing is fully underwritten by the Joint
Underwriters pursuant to the Placing Agreement.
The Firm Placed Shares are not subject to clawback and do not form part of the Open Offer. The
Firm Placing is expected to raise £330 million before expenses. The Firm Placing is subject to the
same conditions and termination rights that apply to the Placing and Open Offer.
The Firm Placing and Placing and Open Offer are inter-conditional and conditional, among other
things, on Shareholder approval, which will be sought at the Extraordinary General Meeting.
Application will be made to the UK Listing Authority for the Firm Placed Shares to be admitted to
the Official List and to the London Stock Exchange for the Firm Placed Shares to be admitted to
trading on the London Stock Exchange’s main market for listed securities. It is expected that
Admission will become effective on 30 November 2009 and that dealings for normal settlement in the
Firm Placed Shares will commence at 8:00 a.m. on 30 November 2009.
The Firm Placed Shares will, when issued and fully paid, be identical to, and rank in full with, the
Ordinary Shares for all dividends and other distributions declared, made or paid after Admission and
will rank pari passu in all respects with the Existing Ordinary Shares as at their date of issue.

Principal Terms of the Placing and Open Offer
The Issue Price of 42 pence per New Ordinary Share represents a discount of 6 pence (12.5 per cent.)
to the Closing Price of 48 pence per Ordinary Share on 9 November 2009 (being the last Dealing
Day prior to announcement of the Capital Raising). The Placing and Open Offer is expected to raise
approximately £330 million before expenses.
Under the terms of the Placing and Open Offer, Qualifying Shareholders (other than, subject to
certain exceptions, Excluded Territory Shareholders) will be given the opportunity to apply for the
Open Offer Shares at the Issue Price, pro rata, to their holdings of Existing Ordinary Shares on the
Record Date, on the basis of:
                                                                        1 Open Offer Share for every 1 Existing Ordinary Share
Qualifying Shareholders (other than, subject to certain exceptions, Shareholders with a registered
address in, or who are resident or located in (as applicable), the United States or any Excluded

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Territory) may apply for any whole number of Open Offer Shares up to their maximum entitlement,
which in the case of Qualifying Non-CREST Shareholders, is equal to the number of Open Offer
Entitlements as shown in Box 2 on their Application Form, or, in the case of Qualifying CREST
Shareholders, is equal to the number of Open Offer Entitlements standing to the credit of their stock
accounts in CREST.
Application Forms are expected to be despatched to Qualifying Non-CREST Shareholders (other
than, subject to certain exceptions, Excluded Territory Shareholders) on 10 November 2009 and
Qualifying CREST Shareholders (other than, subject to certain exceptions, Excluded Territory
Shareholders) are expected to receive a credit to their appropriate stock accounts in CREST in
respect of their Open Offer Entitlements at 8:00 a.m. on 11 November 2009. Qualifying Shareholders
with holdings of Existing Ordinary Shares in both certificated and uncertificated form will be treated
as having separate holdings for the purpose of calculating their entitlements under the Open Offer, as
will Qualifying Shareholders with holdings under different designations or in different accounts.
The Joint Bookrunners, as agents for the Company, have made arrangements to conditionally place
the Open Offer Shares pursuant to the Placing, subject to clawback to satisfy valid applications by
Qualifying Shareholders pursuant to the Open Offer.
The Placing and Open Offer is fully underwritten by the Joint Underwriters pursuant to the Placing
Agreement. J.P. Morgan Cazenove and Rothschild have been appointed as Joint Sponsors;
J.P. Morgan Cazenove, Merrill Lynch and Deutsche Bank have been appointed as Joint Global
Co-ordinators; J.P. Morgan Cazenove, Merrill Lynch, Deutsche Bank and HSBC have been
appointed as Joint Bookrunners and J.P. Morgan Securities, Merrill Lynch, Deutsche Bank and the
Co-Lead Managers (being each of RBS Hoare Govett, Lloyds and BNP Paribas) have been appointed
as Joint Underwriters, to the Capital Raising. The principal terms of the Placing Agreement are
summarised in paragraph 11.5 (‘‘Placing Agreement’’) of Part X: ‘‘Additional Information’’ of this
Prospectus.
Application has been made for the Open Offer Shares to be admitted to CREST. It is expected that
the Open Offer Entitlements will be admitted to CREST at 8:00 a.m. on 11 November 2009. The
Open Offer Entitlements will also be enabled for settlement in CREST at 8:00 a.m. on 11 November
2009. Applications through the CREST system may only be made by the Qualifying Shareholder
originally entitled or by a person entitled by virtue of a bona fide market claim.
Qualifying CREST Shareholders should note that, although the Open Offer Entitlements will be
admitted to CREST and be enabled for settlement, applications in respect of entitlements under the
Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person
entitled by virtue of a bona fide market claim. Qualifying Non-CREST Shareholders should note that
their Application Form is not a negotiable document and cannot be traded.
The Placing and Open Offer is conditional, among other things, upon the passing of the Capital
Raising Resolutions at the Extraordinary General Meeting and Admission of the New Ordinary
Shares occurring by no later than 8:00 a.m. on 30 November 2009 or such later time or date (not
later than 7 December 2009) as the parties to the Placing Agreement may agree (and in any event no
later than the Dealing Day before Admission).
If Admission does not take place on or before 8:00 a.m. on 30 November 2009 (or such later time
and/or date as the parties to the Placing Agreement may determine), the Open Offer will lapse, any
Open Offer Entitlements admitted to CREST will thereafter be disabled and application monies under
the Open Offer will be refunded to the applicants, by cheque (at the applicant’s risk) in the case of
Qualifying Non-CREST Shareholders and by way of a CREST payment in the case of Qualifying
CREST Shareholders, without interest as soon as practicable thereafter. In these circumstances, the
Placing to the Conditional Placees will not proceed.
Application will be made to the UK Listing Authority for the Open Offer Shares to be admitted to
the Official List and to the London Stock Exchange for the Open Offer Shares to be admitted to
trading on the London Stock Exchange’s main market for listed securities. It is expected that
Admission will become effective on 30 November 2009 and that dealings for normal settlement in the
Open Offer Shares will commence at 8:00 a.m. on 30 November 2009.
Any Qualifying Shareholder who has sold or transferred all or part of his or her registered holding(s)
of Ordinary Shares prior to 8:00 a.m. on 10 November 2009 is advised to consult his or her
stockbroker, bank or other agent through or to whom the sale or transfer was effected as soon as

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possible since the invitation to apply for Open Offer Shares may be a benefit which may be claimed
from him or her by the purchasers under the rules of the London Stock Exchange.
The Open Offer Shares, when issued and fully paid, will be identical to and rank in full for all
dividends or other distributions declared, made or paid after Admission and in all respects will rank
pari passu with the Existing Ordinary Shares. No temporary documents of title will be issued.
The commitments of the Conditional Placees are subject to clawback in respect of valid applications
for Open Offer Shares by Qualifying Shareholders pursuant to the Open Offer.
Further information on the Open Offer and the terms and conditions on which it is made, including
the procedure for application and payment, will be set out in Part III: ‘‘Terms and Conditions of the
Open Offer’’ of this Prospectus and, where relevant, on the applicable Application Form.

7.   Effect of the Capital Raising
Upon completion of the Capital Raising, the New Ordinary Shares will represent approximately 200
per cent. of the Company’s existing issued share capital and approximately 67 per cent. of the
Company’s Enlarged Issued Share Capital. New Ordinary Shares issued through the Placing and
Open Offer and New Ordinary Shares issued through the Firm Placing will each account for
approximately 50 per cent., of the total New Ordinary Shares to be issued. The Capital Raising
Resolutions set out in the Notice of Extraordinary General Meeting must be passed in order for the
Capital Raising to proceed.
Following the issue of the New Ordinary Shares to be allotted pursuant to the Capital Raising,
Qualifying Shareholders who take up their full entitlements in respect of the Open Offer will
experience a dilution of 33 per cent. of their interests in the Company as a result of the Firm Placing.
Qualifying Shareholders who are not eligible to or do not take up any of their entitlements in respect
of the Open Offer will experience a greater dilution of approximately 67 per cent. of their interests in
the Company as a result of the Capital Raising.
Qualifying Shareholders should note that the Open Offer is not a rights issue. In the Open Offer, unlike
in a rights issue, any Open Offer Shares not applied for will not be sold in the market on behalf of, or
placed for the benefit of, Qualifying Shareholders who are not eligible to or do not apply under the
Open Offer but rather will be issued to Placees for the benefit of the Company.

8.    Use of proceeds
The Directors will use the gross proceeds of the Capital Raising, amounting to £660 million, to both
prepay £550 million of the term loans made available under the New Facilities Agreement, to settle
hedging contracts relating to the prepayment of amounts outstanding under the New Facilities
Agreement (amounting to an estimated £23 million) and to satisfy the fees and expenses associated
with the Refinancing and the Capital Raising (amounting to £87 million). The net proceeds of the
Capital Raising will be used to strengthen the Group’s balance sheet by reducing its net debt and
increasing its equity.
Your attention is drawn to Section B (‘‘Unaudited Pro-Forma Statement of Net Assets’’) of Part VII:
‘‘Financial Information on Yell’’ of this Prospectus which contains a pro forma statement of net
assets which illustrates the effect of the Capital Raising on the Group’s net assets as at 30 September
2009 as if the Capital Raising had been undertaken at that date.
Had the Capital Raising taken place on 30 September 2009, the date of the last balance sheet, the
effect on the balance sheet would have been a decrease in borrowings and there would have been no
material effect on earnings.

9.   Current trading and future prospects
The Group’s third quarter trading is in line with guidance given on 10 November 2009, when the
Group indicated it expected revenue for the third quarter to be around 16 per cent. lower than the
comparable period last year at constant exchange rates. For the three months ended 30 September
2009, actual revenue at constant exchange rates was down 15.6 per cent. compared to the same
period last year.
Trading conditions continue to be challenging and the Group believes it is too early to tell if
confidence has returned to its core target customer base. As a consequence, the Group does not
currently anticipate any significant improvement in the rate of year on year revenue decline for the
remainder of the fiscal year.

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10. Risk factors
The section headed ‘‘Risk Factors’’ of this Prospectus, sets out a number of risks and uncertainties
that should be carefully considered in relation to the Capital Raising and the Group. Additional risks
and uncertainties not currently known to Yell or the Directors, or that Yell or the Directors currently
consider to be immaterial, may also have a material adverse effect on Yell’s business, financial
condition or operating results. If any or a combination of these risks occurs, the price of the Existing
Ordinary Shares and/or the New Ordinary Shares could decline and investors may lose all or part of
their investment.

11. Taxation
Certain information about UK and US taxation in relation to the Capital Raising is set out in Part
IX: ‘‘Taxation’’ of this Prospectus. If you are in any doubt as to your tax position, or you are
subject to tax in a jurisdiction other than the United Kingdom or the United States, you should
consult your own independent tax adviser without delay.

12. Dividends and dividend policy
As part of the New Facilities Agreement, Yell is restricted from paying dividends until its net debt to
EBITDA ratio is less than 3.50:1, subject to the exceptions described below.
Subject to reducing the New Debt Facilities by the Minimum Reduction Amount within 18 months
of the first utilisation date of the New Debt Facilities, as part of the negotiation of the terms of the
New Debt Facilities, the Company has agreed an exception to the dividend restriction. In the
financial year commencing 1 April 2010 (but not before 1 December 2010), the Company may pay an
annual dividend of £25 million plus a further £8.5 million for every £50 million by which the amount
of gross proceeds of the Capital Raising exceeds £500 million (of which up to one third may be paid
as the interim dividend with the remaining proportion paid as the final dividend). Based on gross
proceeds of the Capital Raising of approximately £660 million, this implies Yell is able, under the
terms of its New Debt Facilities, assuming the Minimum Reduction Amount is raised, to pay an
annual dividend of no more than £50.5 million.
The Board intends to re-assess its dividend policy on a regular basis with a view (subject to business
performance, the ongoing investment requirements of the business and the restrictions under the New
Facilities Agreement) to re-commence the payment of dividends.

13.                                                    The Extraordinary General Meeting
Proposals to be voted on at the Extraordinary General Meeting
For the purposes of effecting the Capital Raising, Resolution 1, Resolution 2 and Resolution 3 will
be proposed at the Extraordinary General Meeting to be held at 11:00 a.m. on 26 November 2009.
Resolution 4 and Resolution 5 will, if passed, be in substitution for the equivalent resolutions (i.e.
Resolutions 12 and 16) passed by Shareholders at the AGM held on 24 July 2009. You will find set
out at the back of this Prospectus a Notice of Extraordinary General Meeting. The full text of each
of the Resolutions is set out in that notice.

Resolution 1
In summary, Resolution 1, which is conditional upon the approval of Resolution 2 and Resolution 3
and is a special resolution, will if passed:
(i)                                                    remove the limitation on the Company’s authorised share capital, in light of the implementation
                                                       on 1 October 2009 of the relevant provisions of the Companies Act 2006, which remove the
                                                       concept of authorised share capital from English company law;
(ii)                                                   grant the Board authority to allot the New Ordinary Shares in connection with the Capital
                                                       Raising; and
(iii) disapply statutory pre-emption rights for the purposes of the allotment of shares in connection
      with the authority referred to in Resolution 1(ii) above; and
(iv) approve the issue of the New Ordinary Shares on the terms set out in this Prospectus at a price
     of 42 pence per New Ordinary Share, representing a discount of 12.5 per cent. to 48 pence,
     being the Closing Price on 9 November 2009, the last Dealing Day before the announcement of

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                                                       the Capital Raising (such approval being required by the Listing Rules because the Issue Price
                                                       represents a discount of greater than 10 per cent. to the middle-market price of the Existing
                                                       Ordinary Shares at the time of announcing the Capital Raising).

Resolution 2
Resolution 2, which is an ordinary resolution and conditional upon the approval of Resolution 1 and
Resolution 3, proposes that Shareholders approve the allotment and issue of New Ordinary Shares,
and the payment of any placing fee in connection with the Firm Placing, the Placing and the Open
Offer, to Invesco Limited, which constitutes a related party transaction pursuant to the Financial
Services Authority’s Listing Rules.
Invesco Limited is a related party for the purposes of the Listing Rules because it is a substantial
shareholder in the Company (being a party which holds in excess of 10 per cent. of the currently
issued ordinary share capital of the Company). Invesco Limited, as at 9 November 2009, being the
latest practicable date prior to the date of this Prospectus, is interested in approximately 180,784,756
Ordinary Shares, representing approximately 22.99 per cent. of the existing issued ordinary share
capital of the Company. Invesco Limited will not, and will take all reasonable steps to ensure that its
associates will not, vote on Resolution 2 at the meeting.
As Invesco Limited is participating, or may participate, in the Firm Placing, the Placing and the
Open Offer, it will be entitled to a fee by way of a discount of 1.75 per cent. of the value of the
Open Offer Shares for which it has agreed, or shall agree, to subscribe.

Resolution 3
Resolution 3, which is an ordinary resolution and conditional upon the approval of Resolution 1 and
Resolution 2, proposes that Shareholders approve the allotment and issue of Ordinary Shares, and
the payment of any placing fee in connection with the Placing and Open Offer, to Standard Life
Investments Limited, which constitutes a related party transaction pursuant to the Financial Services
Authority’s Listing Rules.
Standard Life Investments Limited is a related party for the purposes of the Listing Rules because it
was, within the 12 months before the date of the proposed transaction, a substantial shareholder in
the Company (being a party which holds in excess of 10 per cent. of the currently issued ordinary
share capital of the Company). Standard Life Investments Limited will not, and will take all
reasonable steps to ensure that its associates will not, vote on Resolution 3 at the meeting.
As Standard Life Investments Limited is participating, or may participate, in the Placing and Open
Offer, it will be entitled to a fee by way of a discount of 1.75 per cent. of the value of the Open
Offer Shares for which it has agreed, or shall agree, to subscribe.

Resolution 4
Resolution 4, which is an ordinary resolution, is conditional upon completion of the Capital Raising
and the approval of Resolution 5. Pursuant to section 551 of the Companies Act 2006, it will, if
passed, grant the Directors authority to allot Ordinary Shares and to grant rights to subscribe for, or
to convert, any security into Ordinary Shares up to a maximum nominal amount of £7,858,931. This
authority would be in substitution for the authority to allot ordinary shares which was given to the
Board at the AGM in July 2009 (and in addition to the authority to allot granted by Resolution
1(ii)). The maximum nominal amount of £7,858,931 represents approximately 100 per cent. of the
Company’s existing issued ordinary share capital as at the date of this Prospectus and will leave
headroom of approximately 33 per cent. of the Enlarged Issued Share Capital (assuming no further
exercise of options granted pursuant to the Share Schemes).

Resolution 5
Resolution 5, which is a special resolution, is conditional upon completion of the Capital Raising and
the approval of Resolution 4. It will, if passed, be in substitution for the equivalent resolution passed
by Shareholders at the AGM held in July 2009 to disapply statutory pre-emption rights in respect of
the issue of Ordinary Shares by the Company for cash consideration (i) by way of an offer of equity
securities to Shareholders in proportion to their respective holdings of such shares (excluding shares
held in treasury) and (ii) generally (otherwise than pursuant to (i) above), up to an aggregate
maximum nominal value of £1,178,840. This represents approximately five per cent. of the Company’s

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Enlarged Issued Share Capital (assuming no further exercise of options granted pursuant to the Share
Schemes).


Further information on Resolution 4 and Resolution 5
If the Capital Raising Resolutions are passed, the Capital Raising will proceed (provided certain other
conditions are met) and the Company’s issued share capital will be substantially larger than it was at
the time of the AGM in July 2009. Resolution 4 and Resolution 5 therefore seek Shareholders’
approval of general authorities for the remainder of the current financial year which are
proportionate to the size of the Company’s Enlarged Issued Share Capital.

The Company currently holds no Ordinary Shares in treasury. The                                   Directors currently have no
specific plans to allot Ordinary Shares other than in connection with                              the Capital Raising or as a
result of the exercise of any outstanding options or warrants over the                            Company’s Ordinary Shares.
The authorities granted by Resolution 4 and Resolution 5 will expire at                           the earlier of the close of the
Company’s annual general meeting in 2010.


14. Employee Share Schemes
The Board intends to make appropriate adjustments to options and awards as a result of the Capital
Raising in accordance with the rules of the Pre-IPO Plans, the Sharesave Plan, the US ESPP, the
ESOS, the US EIP, the CAP, the LTIP and the DBP. Any adjustments will not be made until after
the Capital Raising and will be subject to the approval of HMRC and auditor confirmation where
required. Where options and/or awards are subject to performance conditions, adjustments may, if
appropriate, be made to the conditions.

Participants in these schemes and in the SIP will be contacted separately with further information on
how their options and/or awards will be affected by the Capital Raising.


15.                                                    Actions to be taken by Shareholders

In respect of the Extraordinary General Meeting
A Form of Proxy for use at the Extraordinary General Meeting accompanies this Prospectus.
Whether or not Shareholders intend to be present at the Extraordinary General Meeting, they are
requested to complete, sign and return the Form of Proxy in accordance with the instructions thereon
to Equinti Limited (Aspect House, Spencer Road, Lancing BN99 6DA) as soon as possible, but in
any event so as to arrive by no later than 11:00 a.m. on 24 November 2009. Completion and return
of the Form of Proxy does not preclude a Shareholder from attending the Extraordinary General
Meeting and voting in person if they wish to do so.

If you are an employee and participate in the SIP, you should NOT return the Form of Proxy in
respect of your Ordinary Shares held in the SIP trust. Instead you should follow the instructions sent
to you by the SIP trustee.

Action to be taken by Shareholders in respect of the Capital Raising
The latest time for acceptance by Qualifying Shareholders (other than, subject to certain exceptions,
Excluded Territory Shareholders) under the Open Offer is expected to be 11:00 a.m. on 24 November
2009. The procedure for acceptance and payment are set out in Part III: ‘‘Terms and Conditions of
the Open Offer’’. Further details will also appear in the Application Form that will be sent to all
Qualifying Non-CREST Shareholders (other than, subject to certain exceptions, Excluded Territory
Shareholders).

Qualifying CREST Shareholders who are CREST sponsored members should refer to their CREST
sponsors regarding the action to be taken in connection with this Prospectus and the Placing and
Open Offer.

If you have any doubt as to what action you should take, you should immediately seek your own
financial advice from your stockbroker, solicitor or other independent financial adviser duly
authorised under the FSMA or, if you are outside the United Kingdom, by another authorised
independent financial adviser.

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16. Overseas Shareholders
The attention of Overseas Shareholders who have registered addresses outside the United Kingdom or
the Republic of Ireland, or who are resident or located (as applicable), in countries other than the
United Kingdom, is drawn to the information on the front cover and in paragraph 6 (‘‘Overseas
Shareholders’’) of Part III: ‘‘Terms and Conditions of the Open Offer’’ of this Prospectus.

17. Further information
You should read the whole of this Prospectus and the documents incorporated by reference herein.
Your attention is drawn to the further information set out in this Prospectus and to the Notice of
Extraordinary General Meeting set out in Part XIII: ‘‘Notice of Extraordinary General Meeting’’ of
this Prospectus. In particular, you should consider carefully the section headed ‘‘Risk Factors’’ of this
Prospectus.

18. Working capital
The Company is of the opinion that, after taking into account the net proceeds of the Capital
Raising and the New Debt Facilities, the Group has sufficient working capital for its present
requirements, that is for at least 12 months from the date of this Prospectus.

19. Directors’ intentions
The Directors currently own, in aggregate 3,308,226 Ordinary Shares, presenting approximately 0.4
per cent. of the issued share capital of the Company.
Each of Tim Bunting, John Coghlan, Joachim Eberhardt, Richard Hooper and Bob Wigley has
agreed to participate fully in the Firm Placing and Placing and Open Offer so as not to reduce the
percentage of shares they respectively hold in the Company.
Each of Toby Coppel and Carlos Espinosa de los Monteros has agreed to acquire up to 142,857 and
95,238 New Ordinary Shares in the Firm Placing and Placing respectively.
John Condron intends to take up his full entitlement under the Open Offer and John Davis intends
to invest a minimum of £150,000 in the Open Offer.
None of the Directors who particpate in the Firm Placing and Placing and Open Offer will receive a
fee for doing so.
Following the Capital Raising, the Directors will beneficially own, in aggregate, approximately 0.3 per
cent. of the Enlarged Issued Share Capital.

20. Importance of the vote
The Capital Raising Resolutions must be passed by Shareholders at the Extraordinary General Meeting
in order for the Capital Raising to proceed and, due to the conditionality described above, in order for
the New Facilities Agreement and the amendments to the Existing Facilities Agreement to become
effective. The Board believes that the resulting stronger capital base will provide the Group with greater
financial and operational flexibility and resilience in the event that the adverse economic conditions
currently being experienced in the Group’s core markets persist for an extended period of time.
If the Capital Raising Resolutions are not passed and the Capital Raising does not complete, the Board
believes it will not be possible to satisfy the equity raising condition described above, meaning that the
New Facilities Agreement and the amendments to the Existing Facilities Agreement will not become
effective. In this event, the Group will remain subject to the Existing Facilities Agreement and the
financial covenants therein, certain of which are to be tested next as at 31 December 2009. Under these
circumstances, it is probable that the Group would breach its covenants in this timescale. A breach of
any one of the covenants would represent an event of default under the Existing Facilities Agreement
and, consequently, the syndicate of lenders would have the right, but not the obligation, to demand
immediate repayment of all amounts due to them, subject to a two-thirds majority vote of the lenders by
value approving such action. It should also be noted, the Group’s independent auditors,
PricewaterhouseCoopers LLP, in their Auditor’s Report for the year ended 31 March 2009 and their
Auditor’s Independent Review Report for the six months ended 30 September 2009, indicated the
existence of a material uncertainty that may cast significant doubt about the Group’s ability to continue
as a going concern, based on the risk that the Group would need to reset its financial covenants with its
lenders as a result of increasingly uncertain trading conditions. The Directors reiterated this material
uncertainty in the Group’s financial report for the six months ended 30 September 2009.

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If the Capital Raising does not complete, the Group would be obliged to try to renegotiate the Existing
Facilities Agreement with its lenders, or try to obtain debt or equity financing from other sources, before
the next financial covenant test date as at 31 December 2009 in order to avoid a probable covenant
breach at that time. However, the Board considers it unlikely that the Group would be able to obtain
debt or equity financing from other sources prior to 31 December 2009. Alternatively, the Group could
also seek to reach an agreement with its lenders to defer the covenant test date whilst the Group pursues
the above options. Whilst the Board may be able to renegotiate the Existing Facilities Agreement or
obtain other debt or equity financing, the Board believes, based on discussions with the Group’s lenders,
that any alternative debt funding would be significantly more expensive than the Existing Debt Facilities
and the New Debt Facilities and would result in the imposition of significantly more onerous obligations
on the Group than those that apply under the Existing Facilities Agreement and those that would have
applied under the New Facilities Agreement. Furthermore, the Board believes that the Capital Raising
represents the only viable means of meeting the equity raising condition under the New Facilities
Agreement.
If the Group is unable to renegotiate the Existing Facilities Agreement with its lenders or obtain debt or
equity financing from other sources, then the Group would immediately be required to find alternative
methods of reducing its debt levels. Whilst it is possible that an alternative solution may be available,
there is a significant risk that any such solution would not be sufficient to address the Group’s capital
structure issues within the timeframe required.
Consequently, if the Capital Raising does not complete, the Board believes there is a material risk that
the Group could face insolvency in the event of a breach of the covenants as at 31 December 2009,
depending on the decisions made by its lenders, which could result in the total loss of value in the
Ordinary Shares.
Accordingly, the Board believes the Capital Raising is in the Shareholders’ best interests and that it is
very important that Shareholders vote in favour of the Resolutions so that the Capital Raising can
proceed.

21. Directors’ recommendation
The Board considers the Refinancing, Capital Raising and the passing of the Resolutions to be in the
best interests of the Company and the Shareholders as a whole.
The Board, which has been so advised by the Joint Sponsors and the Joint Financial Advisers,
considers that the related party transactions with Invesco Limited and Standard Life Investments
Limited are fair and reasonable so far as the Shareholders are concerned (and propose that
Shareholders approve such related party transactions pursuant to Resolution 2 and Resolution 3 in
the Notice of Extraordinary General Meeting). In providing advice to the Directors, the Joint
Sponsors and the Joint Financial Advisers have taken into account the Directors’ commercial
assessments.
Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions
to be proposed at the Extraordinary General Meeting, as the Directors intend to do in respect of
their own beneficial holdings which amount in aggregate to 3,308,226 Existing Ordinary Shares,
representing approximately 0.4 per cent. of the Existing Ordinary Shares of the Company.

Yours sincerely


Bob Wigley
Chairman




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                                                                              PART II
                                                       SOME QUESTIONS AND ANSWERS ABOUT THE CAPITAL RAISING
The questions and answers set out in this Part II: ‘‘Some Questions and Answers about the Capital
Raising’’ are intended to be in general terms only and, as such, you should read Part III: ‘‘Terms and
Conditions of the Open Offer’’ of this Prospectus for full details of what action to take. If you are in
any doubt as to the action you should take, you are recommended to seek your own personal financial
advice immediately from your stockbroker, bank, fund manager, solicitor, accountant or other
appropriate independent financial adviser, who is authorised under the FSMA if you are resident in the
United Kingdom, or, if not, from another appropriately authorised independent financial adviser.
This Part II: ‘‘Some Questions and Answers about the Capital Raising’’ deals with general questions
relating to the Capital Raising and more specific questions relating principally to persons resident in the
United Kingdom who hold their Ordinary Shares in certificated form only. If you are an Overseas
Shareholder, you should read paragraph 6 (‘‘Overseas Shareholders’’) of Part III: ‘‘Terms and
Conditions of the Open Offer’’ of this Prospectus and you should take professional advice as to whether
you are eligible and/or you need to observe any formalities to enable you to take up your Open Offer
Entitlements. If you hold your Existing Ordinary Shares in uncertificated form (that is, through
CREST) you should read Part III: ‘‘Terms and Conditions of the Open Offer’’ of this Prospectus for
full details of what action you should take. If you are a CREST sponsored member, you should also
consult your CREST sponsor. If you do not know whether your Existing Ordinary Shares are in
certificated or uncertificated form, please call the Shareholder Helpline on 0871 384 2889 (from inside
the United Kingdom) (calls to this number are charged at 8 pence per plus network extras), or +44 121
415 0269 (from outside the United Kingdom). Please note the Shareholder Helpline will be open
between 8:30 a.m. to 5:30 p.m. on any Business Day. Calls to the helpline from outside the United
Kingdom will be charged at applicable international rates. Please note that, for legal reasons, the
Shareholder Helpline is only able to provide information contained in this Prospectus and information
relating to the Company register of members and is unable to give advice on the merits of the Capital
Raising or to provide legal, business, financial, tax or investment advice. Calls may be recorded and
monitored for security and training purposes.

1.   What is a firm placing?
A firm placing is where specific investors agree to subscribe for firm placed shares. A firm placing
provides a company with an opportunity to introduce new institutional investors to its share register.

2.    What is the Company’s Firm Placing and am I eligible to participate?
The Company proposes to issue 785,893,111 Firm Placed Shares at a price of 42 pence per Firm
Placed Share. The Firm Placed Shares do not form part of the Open Offer and are not subject to
clawback. Unless you are a Firm Placee, you will not be invited or be able to participate in the Firm
Placing.

3.    What is a placing and open offer?
A placing and open offer is a way for companies to raise money. Companies usually do this by
giving their existing shareholders a right to subscribe for further shares at a fixed price in proportion
to their existing shareholdings (the open offer) and providing for new investors to subscribe for any
shares not acquired by the Company’s existing shareholders (the placing). The fixed price is normally
at a discount to the market price of the existing ordinary shares prior to the announcement of the
open offer.

4.    What is the Company’s Open Offer?
This Open Offer is an invitation by the Company to Qualifying Shareholders (other than, subject to
certain exceptions, where you are a Shareholder with a registered address in, or are resident or
located in (as applicable), the United States or an Excluded Territory) to apply to subscribe for an
aggregate of 785,893,111 Open Offer Shares at a price of 42 pence per Open Offer Share. If you hold
Ordinary Shares on the Record Date or have a bona fide market claim (other than, subject to certain
exceptions, where you are a Shareholder with a registered address in, or are resident or located in (as
applicable), the United States or an Excluded Territory) you will be entitled to buy Open Offer
Shares under the Open Offer.

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The Open Offer is being made on the basis of 1 Open Offer Share for every 1 Existing Ordinary
Share held by Qualifying Shareholders on the Record Date.
Open Offer Shares are being offered to Qualifying Shareholders (other than, subject to certain
exceptions, Shareholders with a registered address in, or who are resident or located in (as
applicable), the United States or any Excluded Territory) in the Open Offer at a discount to the share
price on 9 November 2009, being the last Dealing Day before the details of the Capital Raising were
announced. The Issue Price of 42 pence per Open Offer Share represents a 12.5 per cent. discount to
the closing middle-market price quotation as derived from the Daily Official List of the London
Stock Exchange of 48 pence per Ordinary Share on 9 November 2009 (the last Dealing Day before
the details of the Capital Raising were announced).
Valid applications by Qualifying Shareholders will be satisfied in full up to the amount of their
individual Open Offer Entitlement.
Unlike in a rights issue, Application Forms are not negotiable documents and neither they nor the
Open Offer Entitlements can themselves be traded.

5.    I hold my Existing Ordinary Shares in uncertificated form in CREST. What do I need to do in relation to
      the Open Offer?
CREST members should follow the instructions set out in Part III: ‘‘Terms and Conditions of the
Open Offer’’ of this Prospectus. Persons who hold Existing Ordinary Shares through a CREST
member should be informed by the CREST member through which they hold their Existing Ordinary
Shares of the number of Open Offer Shares which they are entitled to take up or apply for under
their Open Offer Entitlements, and should contact them if they do not receive this information.

6.    I hold my Existing Ordinary Shares in certificated form. How do I know I am eligible to participate in
      the Open Offer?
If you receive an Application Form and, subject to certain exceptions, are not an Excluded Territory
Shareholder, then you should be eligible to participate in the Open Offer as long as you have not
sold all of your Existing Ordinary Shares before 8:00 a.m. on 10 November 2009 (the time when the
Existing Ordinary Shares are expected to be marked ‘‘ex-entitlement’’ by the London Stock
Exchange).

7.   I hold my Existing Ordinary Shares in certificated form. How do I know how many Open Offer Shares I
     am entitled to take up?
If you hold your Existing Ordinary Shares in certificated form and, subject to certain exceptions, are
not an Excluded Territory Shareholder, you will be sent an Application Form that shows:
*                                                      how many Existing Ordinary Shares you held on the Record Date;
*                                                      how many Open Offer Shares are comprised in your Open Offer Entitlement; and
*                                                      how much you need to pay if you want to take up your right to acquire all your entitlement to
                                                       the Open Offer Shares.
Subject to certain exceptions, if you are an Excluded Territory Shareholder you will not be sent an
Application Form.
If you would like to apply for any of or all of the Open Offer Shares comprised in your Open Offer
Entitlement, you should complete the Application Form in accordance with the instructions printed
on it and the information provided in this Prospectus. Completed Application Forms should be
posted, along with a cheque or banker’s draft drawn in the appropriate form, in the accompanying
pre-paid envelope or returned by post to Equiniti Limited, Aspect House, Spencer Road, Lancing
BN99 6DA or by hand (during normal office hours only), to Equiniti Limited, Corporate Actions,
Holm Oak, Holm Oak Business Park, Woods Way, Goring by Sea, Worthing, West Sussex BN12
4FE so as to be received by no later than 11:00 a.m. on 24 November 2009, after which time
Application Forms will not be valid. Please allow at least four Business Days for delivery if sent by
first-class post from within the United Kingdom. Although, should there be any postal delays or
disruptions as a result of industrial strife, you should act promptly and you may need to make
alternative delivery arrangements if you wish to participate in the Open Offer.




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8.                                                     I hold my Existing Ordinary Shares in certificated form and am eligible to receive an Application Form.
                                                       What are my choices in relation to the Open Offer?
8.1 If you want to take up all of your Open Offer Entitlement
If you want to take up all of the Open Offer Shares to which you are entitled, all you need to do is
sign the Application Form (ensuring that all joint holders sign (if applicable)) and send the
Application Form, together with your cheque or banker’s draft for the amount (as indicated in Box 3
of your Application Form), payable to ‘‘Equiniti Limited re: Yell Group plc Open Offer’’ and crossed
‘‘A/C payee only’’, in the accompanying pre-paid envelope by post to Equiniti Limited, Aspect
House, Spencer Road, Lancing BN99 6DA or by hand (during normal office hours only) to Equiniti
Limited, Corporate Actions, Holm Oak, Holm Oak Business Park, Woods Way, Goring by Sea,
Worthing, West Sussex BN12 4FE by no later than 11:00 a.m. on 24 November 2009, after which
time Application Forms will not be valid. If you post your Application Form by first-class post, you
should allow at least four Business Days for delivery.
All payments must be made in accordance with the instructions contained in Question 16 below.

8.2 If you do not want to take up your Open Offer Entitlement
If you do not want to take up the Open Offer Shares to which you are entitled, you do not need to
do anything. In these circumstances, you will not receive any Open Offer Shares. You will also not
receive any money when the Open Offer Shares you could have taken up are sold, as would happen
under a rights issue. You cannot sell your Application Form or your Open Offer Entitlement to
anyone else.
If you do not take up your Open Offer Entitlement, then following the issue of the Open Offer
Shares pursuant to the Open Offer, your interest in the Company will be diluted by approximately 67
per cent.

8.3 If you want to take up some but not all of your Open Offer Entitlement
If you want to take up some but not all of the Open Offer Shares to which you are entitled, you
should write the number of Open Offer Shares you want to take up in Box 4 of your Application
Form; for example, if you are entitled to take up 100 shares but you only want to take up 50 shares,
then you should write ‘‘50’’ in Box 4. To work out how much you need to pay for the Open Offer
Shares, you need to multiply the number of Open Offer Shares you want (in this example, ‘‘50’’) by
42 pence, which is the price in pence of each Open Offer Share (giving you an amount of £21 in this
example). You should write this amount in Box 5, rounding down to the nearest whole pence and
this should be the amount your cheque or banker’s draft is made out for. You should then sign the
Application Form (ensuring that all joint holders sign (if applicable)) and return the completed
Application Form, together with a cheque or banker’s draft for the relevant amount, in the
accompanying pre-paid envelope, by post to Equiniti Limited, Aspect House, Spencer Road, Lancing
BN99 6DA or by hand (during normal office hours only) to Equiniti Limited, Corporate Actions,
Holm Oak, Holm Oak Business Park, Woods Way, Goring by Sea, Worthing, West Sussex BN12
4FE by no later than 11:00 a.m. on 24 November 2009, after which time Application Forms will not
be valid.
A definitive share certificate will then be sent to you for the Open Offer Shares that you take up.
Your definitive share certificate for Open Offer Shares is expected to be despatched to you by no
later than 7 December 2009.

9.    I acquired my Existing Ordinary Shares prior to the Record Date and hold my Existing Ordinary Shares
      in certificated form. What if I do not receive an Application Form or I have lost my Application Form?
If you do not receive an Application Form, this probably means that you are not eligible to
participate in the Open Offer. Some Qualifying Non-CREST Shareholders, however, will not receive
an Application Form but may still be eligible to participate in the Open Offer, namely:
*                                                      Qualifying CREST Shareholders who held their Existing Ordinary Shares in uncertificated form
                                                       on 6 November 2009 and who have converted them to certificated form;
*                                                      Qualifying Non-CREST Shareholders who bought Existing Ordinary Shares before 8:00 a.m. on
                                                       10 November 2009 but were not registered as the holders of those shares at the close of
                                                       business on 6 November 2009; and
*                                                      certain Overseas Shareholders who, subject to certain exceptions, are not Excluded Territory
                                                       Shareholders.

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If you do not receive an Application Form but think that you should have received one or you have
lost your Application Form, please contact the Shareholder Helpline on 0871 384 2889 (from inside
the United Kingdom) (calls to this number are charged at 8 pence per minute plus network extras) or
+44 121 415 0269 (from outside the United Kingdom) between 8:30 a.m. and 5:30 p.m. on any
Business Day. Calls to the helpline from outside the United Kingdom will be charged at applicable
international rates. For legal reasons, the Shareholder Helpline will only be able to provide
information contained in this Prospectus and information relating to the Company’s register of
members and will be unable to give advice on the merits of the Open Offer or to provide legal,
business, accounting, tax, investment or other professional advice. Calls may be recorded and
monitored for security and training purposes.

10.   I am a Qualifying Shareholder, do I have to apply for all the Open Offer Shares I am entitled to apply
      for?
You can take up any number of the Open Offer Shares allocated to you under your Open Offer
Entitlement. Your maximum Open Offer Entitlement is shown on your Application Form. Any
applications by a Qualifying Shareholder (other than, subject to certain exceptions, Excluded Territory
Shareholders) for a number of Open Offer Shares which is equal to or less than that person’s Open
Offer Entitlement will be satisfied, subject to the Open Offer becoming unconditional. If you decide
not to take up all of the Open Offer Shares comprised in your Open Offer Entitlement, then your
proportion of the ownership and voting interest in the Company will be reduced.
Qualifying Shareholders should be aware that the Open Offer is not a rights issue. As such, Qualifying
Non-CREST Shareholders should also note that their Application Forms are not negotiable documents
and cannot be traded. Qualifying CREST Shareholders should note that, although the Open Offer
Entitlements will be admitted to CREST, they will have limited settlement capabilities (for the
purposes of market claims only), they will not be tradeable or listed and applications in respect of the
Open Offer may only be made by the Qualifying Shareholders originally entitled or by a person
entitled by virtue of a bona fide market claim. Open Offer Shares for which application has not been
made under the Open Offer will not be sold in the market for the benefit of those who do not apply
under the Open Offer and Qualifying Shareholders who are not entitled to or do not apply to take
up their Open Offer Entitlement will have no rights under the Open Offer or receive any proceeds
from it. Any Open Offer Shares for which application has not been made in respect of the Open
Offer, shall be placed with any Placees and, to the extent they are not placed, will, subject to the
terms of the Placing Agreement, be acquired by the Joint Underwriters, with the proceeds being
retained for the benefit of the Company.

11. What if I change my mind?
If you are a Qualifying Non-CREST Shareholder, once you have sent your Application Form and
payment to the Registrar, you cannot withdraw your application or change the number of Open
Offer Shares for which you have applied, except in the very limited circumstances which are set out
in Part III: ‘‘Terms and Conditions of the Open Offer’’ of this Prospectus.

12.   I hold my Existing Ordinary Shares in certificated form. What should I do if I want to spend more or less
      than the amount set out in Box 3 of the Application Form?
You cannot spend more than the sum of the amount set out in Box 3. If you want to spend less
than the amount set out in Box 3, you should divide the amount you want to spend by 42 pence
(being the price, in pence, of each Open Offer Share under the Open Offer). This will give you the
number of Open Offer Shares you should apply for. You can only apply for a whole number of
Open Offer Shares. For example, if you want to spend £100 you should divide £100 by 42 pence.
You should round that down to the nearest whole number, to give you the number of shares you
want to take up. Write that number in Box 4. To then get an accurate amount to put on your
cheque or banker’s draft, you should multiply the whole number of Open Offer Shares you want to
apply for by 42 pence and then fill in that amount rounded down to the nearest whole pence in Box
5 and on your cheque or banker’s draft accordingly.

13. What if I hold options and awards under the Employee Share Schemes?
The Board intends to make appropriateadjustments to options and awards as a result of the Capital
Raising (subject, where appropriate, to auditor confirmation and HMRC approval). Participants in
the Employee Share Schemes will be advised separately of any adjustments.

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14.  I hold my Existing Ordinary Shares in certificated form. What should I do if I have sold some or all of
     my Existing Ordinary Shares?
If you hold shares in the Company directly and you sell some or all of your Existing Ordinary
Shares before 8:00 a.m. on 10 November 2009, you should contact the buyer or the person/company
through whom you sell your shares. The buyer may be entitled to apply for Open Offer Shares under
the Open Offer. If you sell any of your Existing Ordinary Shares on or after 8:00 a.m. on
10 November 2009, you may still take up and apply for the Open Offer Shares as set out on your
Application Form.

15. I hold my Existing Ordinary Shares in certificated form. How do I pay?
Completed Application Forms should be returned with a cheque or banker’s draft drawn in the
appropriate form. Cheques should be drawn on the personal account to which you have sole or joint
title to such funds. All payments must be in pounds sterling and made by cheque or banker’s draft
made payable to ‘‘Equiniti Limited re: Yell Group plc Open Offer’’ and crossed ‘‘A/C Payee Only’’.
Cheques or banker’s drafts must be drawn on a bank or building society or branch of a bank or
building society in the United Kingdom or Channel Islands which is either a settlement member of
the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or
which has arranged for its cheques and banker’s drafts to be cleared through the facilities provided
by any of those companies or committees and must bear the appropriate sort code in the top right
hand corner. Third party cheques may not be accepted with the exception of building society cheques
or banker’s drafts where the building society or bank has confirmed the name of the account holder
and the number of an account held in the applicant name at the building society or bank by
stamping and endorsing the cheque or draft to such effect. The account name should be the same as
that shown on the application. Post-dated cheques will not be accepted.
Cheques or banker’s drafts will be presented for payment upon receipt. The Company reserves the
right to instruct Equiniti Limited to seek special clearance of cheques and banker’s drafts to allow the
Company to obtain value for remittances at the earliest opportunity. No interest will be paid on
payments made before they are due. It is a term of the Open Offer that cheques shall be honoured
on first presentation and the Company may elect to treat as invalid acceptances in respect of which
cheques are not so honoured. All documents, cheques and banker’s drafts sent through the post will
be sent at the risk of the sender. Payments via CHAPS, BACS or electronic transfer will not be
accepted.

16. I hold my Existing Ordinary Shares in certificated form. Where do I send my Application Form?
You should send your completed Application Form together with payment in the accompanying pre-
paid envelope, by post to Equiniti Limited, Aspect House, Spencer Road, Lancing BN99 6DA or by
hand (during normal office hours only), to Equiniti Limited, Corporate Actions, Holm Oak, Holm
Oak Business Park, Woods Way, Goring by Sea, Worthing, West Sussex BN12 4FE together with the
monies in the appropriate form. If you post your Application Form by first-class post, you should
allow at least four Business Days for delivery. Although, should there be any postal delays or
disruptions as a result of industrial strife, you should act promptly and you may need to make
alternative delivery arrangements if you wish to participate in the Open Offer.
If you do not want to take up or apply for Open Offer Shares then you need take no further action.

17.   I hold my Existing Shares in certificated form. When do I have to decide if I want to apply for Open
      Offer Shares?
Equinti Limited must receive the Application Form by no later than 11:00 a.m. on 24 November
2009, after which time Application Forms will not be valid. If an Application Form is being sent by
first-class post in the United Kingdom, Qualifying Shareholders are recommended to allow at least
four Business Days for delivery. Although, should there be any postal delays or disruptions as a
result of industrial strife, you should act promptly and you may need to make alternative delivery
arrangements if you wish to participate in the Open Offer.

18. I hold my Existing Ordinary Shares in certificated form. When will I receive my new share certificate?
It is expected that Equinti Limited will post all new share certificates by 7 December 2009.




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19. How do I transfer my entitlements into the CREST system?
If you are a Qualifying Non-CREST Shareholder, but are a CREST member and want your Open
Offer Shares to be in uncertificated form, you should complete the CREST deposit form (on page 4
of the Application Form), and ensure it is delivered to the CREST Courier and Sorting Service in
accordance with the instructions in the Application Form. CREST sponsored members should arrange
for their CREST sponsors to do this.

20. Will the Existing Ordinary Shares that I hold now be affected by the Open Offer?
If you are not eligible to, or decide not to apply for, any of the Open Offer Shares to which you are
otherwise entitled under the Open Offer, or only apply for some of your entitlement, your
proportionate ownership and voting interest in the Company will be reduced.

21. Will the Capital Raising affect dividends on the Ordinary Shares?
The New Ordinary Shares will, when issued and fully paid, rank equally in all respects with Existing
Ordinary Shares, including the right to receive all dividends or other distributions made, paid or
declared, if any, by reference to a record date after the date of their issue.

22. Will I be taxed if I take up my entitlements?
Information on taxation with regard to the Open Offer is set out in Part IX: ‘‘Taxation’’ of this
Prospectus. This information is intended as a general guide only and Shareholders who are in any doubt
as to their tax position should consult an appropriate professional adviser immediately.

23. What should I do if I live outside the United Kingdom?
Your ability to apply to subscribe for Open Offer Shares may be affected by the laws of the country
in which you live and you should take professional advice as to whether you require any
governmental or other consents or need to observe any other formalities to enable you to take up
your Open Offer Entitlement. Shareholders with registered addresses in, or who are resident or
located in (as applicable), the United States or an Excluded Territory are, subject to certain
exceptions, not eligible to participate in the Open Offer. Your attention is drawn to the information
in paragraph 6 (‘‘Overseas Shareholders’’) of Part III: ‘‘Terms and Conditions of the Open Offer’’ of
this Prospectus.

24. Further assistance
Should you require further assistance, please call the Shareholder Helpline on 0871 384 2889 (from
inside the United Kingdom) (calls to this number are charged at 8 pence per minute plus network
extras), or +44 121 415 0269 (from outside the United Kingdom) (calls to the helpline from outside
the United Kingdom will be charged at applicable international rates), which is available between the
hours of 8:30 a.m. to 5:30 p.m. on any Business Day. Please note that, for legal reasons, the
Shareholder Helpline is only able to provide information contained in this Prospectus and
information relating to the Company’s register of members and is unable to give advice on the merits
of the Open Offer or to provide legal, business, accounting, tax, investment or other professional
advice. Calls may be recorded and monitored for security and training purposes.




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                                                                      PART III
                                                       TERMS AND CONDITIONS OF THE OPEN OFFER
1.    Introduction
As explained in Part I: ‘‘Letter from the Chairman of Yell’’ of this Prospectus, the Company is
proposing the Capital Raising to raise gross proceeds of, approximately £660 million and through the
issue of 1,571,786,222 New Ordinary Shares at an issue price of 42 pence per New Ordinary Share, at
a discount of 12.5 per cent. to the closing market price on 9 November 2009 (the last Dealing Day
prior to the announcement of the Capital Raising).
Upon completion of the Capital Raising, the New Ordinary Shares will represent approximately 67
per cent. of the Company’s Enlarged Issued Share Capital and the Existing Ordinary Shares will
represent approximately 33 per cent. of the Enlarged Issued Share Capital. New Ordinary Shares
issued through the Placing and Open Offer will account for approximately 33 per cent. of the
Enlarged Issued Share Capital and New Ordinary Shares issued as part of the Firm Placing will
account for approximately 33 per cent.
The Open Offer is an opportunity for Qualifying Shareholders other than, subject to certain
exceptions, shareholders with registered address in, or who are resident or located in (as applicable)
the United States or any Excluded Territory to apply for, in aggregate, 785,893,111 Open Offer
Shares pro rata to their current holdings at the Issue Price of 42 pence per New Ordinary Share in
accordance with the terms of the Open Offer. The Open Offer Shares will, when issued and fully
paid, rank equally in all respects with Existing Ordinary Shares, including the right to receive all
dividends or other distributions made, paid or declared, if any, by reference to a record date after the
date of their issue. The Joint Global Co-ordinators as agents for the Company, have made
arrangements to conditionally place the Open Offer Shares subject to clawback to satisfy valid
acceptances by Qualifying Shareholders pursuant to the terms of the Open Offer.
The Record Date for entitlements under the Open Offer for Qualifying CREST Shareholders and
Qualifying Non-CREST Shareholders was 6:00 p.m. on 6 November 2009. Open Offer Entitlements
attach only to Existing Ordinary Shares held by Qualifying Shareholders as at the Record Date and
not to New Ordinary Shares. Application Forms are expected to be posted to Qualifying Non-
CREST Shareholders (other than, subject to certain exceptions, Excluded Territory Shareholders) on
or around 10 November 2009 and Open Offer Entitlements are expected to be credited to stock
accounts of Qualifying CREST Shareholders in CREST by 8:00 a.m. on 11 November 2009. The
latest time and date for receipt of completed Application Forms and payment in full under the Open
Offer and settlement of relevant CREST instructions (as applicable) is expected to be 11:00 a.m. on
24 November 2009, with Admission and commencement of dealings in New Ordinary Shares
(including the Open Offer Shares) expected to take place at 8:00 a.m. on 30 November 2009.
The Open Offer Shares will, when issued and fully paid, rank equally in all respects with Existing
Ordinary Shares, including the right to receive all dividends or other distributions made, paid or
declared, if any, after the date of their issue. The New Ordinary Shares and the Existing Ordinary
Shares are in registered form and can be held in certificated or uncertificated form via CREST. The
Existing Ordinary Shares are already admitted to CREST. Accordingly, no further application for
admission to CREST is required for the New Ordinary Shares. All New Ordinary Shares, when
issued and fully paid, may be held and transferred by means of CREST.
The Firm Placing and the Placing and Open Offer are inter-conditional and conditional, among other
things, on Shareholder approval, which will be sought at the Extraordinary General Meeting.
This Prospectus and, for Qualifying Non-CREST Shareholders only, the Application Form, contains
the formal terms and conditions of the Open Offer. Your attention is drawn to paragraph 4
(‘‘Procedure for application and payment’’) of this Part III: ‘‘Terms and Conditions of the Open
Offer’’, which gives details of the procedure for application and payment for the Open Offer Shares.
The attention of Overseas Shareholders is drawn to paragraph 6 (‘‘Overseas Shareholders’’) of this
Part III: ‘‘Terms and Conditions of the Open Offer’’ below.
Application will be made to the UK Listing Authority for the New Ordinary Shares to be admitted
to the Official List and to the London Stock Exchange for the New Ordinary Shares to be admitted
to trading on the London Stock Exchange’s main market for listed securities. It is expected that
Admission to the Official List will become effective and that dealings in the New Ordinary Shares will
commence at 8:00 a.m. on 30 November 2009.

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Any Qualifying Shareholder who has sold or transferred all or part of his/her registered holding(s) of
Ordinary Shares prior to 8:00 a.m. on 10 November 2009 is advised to consult his or her
stockbroker, bank or other agent through or to whom the sale or transfer was effected as soon as
possible since the invitation to apply for Open Offer Shares under the Open Offer may be a benefit
which may be claimed from him/her by the purchasers under the rules of the London Stock
Exchange.
The Capital Raising has been fully underwritten by the Joint Underwriters (pursuant to the terms of
the Placing Agreement) and is conditional, among other things, upon the passing of the Capital
Raising Resolutions at the Extraordinary General Meeting and Admission of the New Ordinary
Shares occurring by no later than 8:00 a.m. on 30 November 2009 or such later time or date (not
later than 7 December 2009) as the parties to the Placing Agreement may agree.
Subject to the conditions referred to above being satisfied (as described in more detail in paragraph
11.5 (‘‘Placing Agreement’’) of Part X: ‘‘Additional Information’’ of this Prospectus) and save as
provided in paragraph 6 (‘‘Overseas Shareholders’’) of this Part III: ‘‘Terms and Conditions of the
Open Offer’’ (in respect of Overseas Shareholders), it is intended that:
(i)                                                    Application Forms in respect of the New Ordinary Shares will be despatched to Qualifying
                                                       Non-CREST Shareholders (other than, subject to certain exceptions, Excluded Territory
                                                       Shareholders) at their own risk on 10 November 2009;
(ii)                                                   the Receiving Agent will instruct Euroclear to credit the appropriate stock accounts of
                                                       Qualifying CREST Shareholders (other than, subject to certain exceptions, Excluded Territory
                                                       Shareholders) with such Shareholders’ entitlements to the Open Offer Entitlement with effect
                                                       from 8:00 a.m. on 11 November 2009;
(iii) the New Ordinary Shares will be credited to the stock accounts in CREST of relevant
      Qualifying CREST Shareholders who validly apply for Open Offer Shares as soon as practicable
      after 8:00 a.m. on 30 November 2009; and
(iv) share certificates for the New Ordinary Shares to be held in certificated form will be despatched
     to relevant Qualifying Non-CREST Shareholders, who validly take up their rights by no later
     than 7 December 2009 at their own risk.

2.    The Open Offer
Subject to the terms and conditions set out in this Part III: ‘‘Terms and Conditions of the Open
Offer’’ (and, in the case of Qualifying Non-CREST Shareholders, in the Application Form),
Qualifying Shareholders (other than, subject to certain exceptions, Shareholders with a registered
address in, or who are resident or located in (as applicable), the United States or an Excluded
Territory) are being given the opportunity to apply for any number of Open Offer Shares at the Issue
Price (payable in full on application) up to a maximum of their pro rata entitlement which shall be
calculated on the basis of:

                                                                       1 Open Offer Share for every 1 Existing Ordinary Share

registered in the name of each Qualifying Shareholder on the Record Date and so in proportion for
any other number of Existing Ordinary Shares then registered.
The Open Offer Shares will be issued as fully paid and will rank pari passu in all respects with the
Existing Shares.
The Open Offer Shares are not being made available in whole or in part to the public except under
the terms of the Open Offer.
Qualifying Shareholders may apply to subscribe for less than their Open Offer Entitlement should
they so wish.
Valid applications by Qualifying Shareholders will be satisfied in full up to the maximum amount of
their individual Open Offer Entitlement.
Holdings of Existing Ordinary Shares in certificated and uncertificated form will be treated as
separate holdings for the purpose of calculating entitlements under the Open Offer, as will holdings
under different designations and in different accounts.
If you are a Qualifying Non-CREST Shareholder, the Application Form shows the number of
Existing Ordinary Shares registered in your name on the Record Date (in Box 1) and also shows the

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maximum number of Open Offer Shares for which you are entitled to apply if you apply for your
Open Offer Entitlement in full (in Box 2).
Qualifying CREST Shareholders (other than, subject to certain exceptions, Excluded Territory
Shareholders) will have their Open Offer Entitlements credited to their stock accounts in CREST and
should refer to paragraph 4.2 (‘‘If you have Open Offer Entitlements credited to your stock account
in CREST in respect of your entitlement under the Open Offer’’) of this Part III: ‘‘Terms and
Conditions of the Open Offer’’ and also to the CREST Manual for further information on the
relevant CREST procedures.
Qualifying Shareholders (other than, subject to certain exceptions, Shareholders with a registered
address in, or who are resident or located in (as applicable), the United States or any Excluded
Territory) may apply for any number of Open Offer Shares up to the maximum to which they are
entitled under the Open Offer. No application in excess of a person’s Open Offer Entitlement will be
met and any person so applying, and whose application is otherwise valid in all respects, will be
deemed to have applied for the maximum number of Open Offer Shares as specified on the
Application Form (or, in the case of Qualifying CREST Shareholders, for the Open Offer Entitlement
standing to the credit of their stock account in CREST), or as otherwise notified to him or her, as
applicable (and any monies received in excess of the amount due will be returned to any Qualifying
Non-CREST Shareholder without interest as soon as practicable by way of cheque at such applicant’s
sole risk).
Any Qualifying Shareholder who validly completes and returns an Application Form or requests
registration of the Open Offer Shares comprised therein, or who is a CREST member or CREST
sponsored member who makes or is treated as making a valid acceptance in accordance with the
procedures set out in this Part III: ‘‘Terms and Conditions of the Open Offer’’ will be deemed to
make the representations and warranties contained in paragraph 6.5 (‘‘Further representations and
warranties’’) of this Part III: ‘‘Terms and Conditions of the Open Offer’’.
The attention of Overseas Shareholders or any person (including, without limitation, a custodian,
nominee or trustee) who has a contractual or other legal obligation to forward this Prospectus or the
Application Form into a jurisdiction other than the United Kingdom or the Republic of Ireland is drawn
to paragraph 6 (‘‘Overseas Shareholders’’) of this Part III: ‘‘Terms and Conditions of the Open Offer’’.
The Capital Raising will not be made into certain territories. Subject to the provisions of paragraph 6,
Excluded Territory Shareholders are not being sent this Prospectus and will not be sent an Application
Form or have their CREST accounts credited with Open Offer Entitlements.
Qualifying Shareholders should be aware that the Open Offer is not a rights issue. Accordingly,
Qualifying Non-CREST Shareholders should also note that their Application Forms are not
negotiable documents and cannot be traded. A Qualifying Shareholder that takes up its Open Offer
Entitlement in full will be diluted by 33 per cent. as a result of the Firm Placing. A Qualifying
Shareholder that does not take up any Open Offer Shares under the Open Offer will experience a
more substantial dilution of 67 per cent. as result of the Open Offer and the Firm Placing and
Placing. Qualifying CREST Shareholders should note that, although the Open Offer Entitlements will
be credited to CREST and be enabled for settlement, applications in respect of the Open Offer may
only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a
bona fide market claim raised by Euroclear’s Claims Processing Unit. Open Offer Shares not applied
for under the Open Offer will not be sold in the market for the benefit of those who do not apply
under the Open Offer and Qualifying Shareholders who are not eligible to, or do not apply to, take
up Open Offer Shares will have no rights under the Open Offer nor receive any proceeds from it. The
Open Offer Shares will be subscribed for under the Placing for the benefit of the Company. Any
Open Offer Shares which are not applied for in respect of the Open Offer will be issued to the
Conditional Placees and/or other subscribers procured by the Joint Bookrunners (failing which, by the
Joint Underwriters), with the net proceeds retained for the benefit of the Company.
Application will be made for the Open Offer Entitlements to be credited to Qualifying CREST
Shareholders’ CREST accounts. The Open Offer Entitlements are expected to be credited to CREST
accounts on 11 November 2009.
The Existing Ordinary Shares are already admitted to CREST. Accordingly, no further application
for admission to CREST is required for the New Ordinary Shares. All New Ordinary Shares, when
issued and fully paid, may be held and transferred by means of CREST.




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3.    Conditions and further terms of the Open Offer
The Capital Raising is conditional upon, among other things, the conditions outlined in Section 1 of
this Part III: ‘‘Terms and Conditions of the Open Offer’’.
Accordingly, if these and the other conditions to the Open Offer are not satisfied or waived (where
capable of waiver) prior to Admission, the Capital Raising will not proceed and any applications
made by Qualifying Shareholders will be rejected. In these circumstances, application monies received
by the Registrar in respect of the Open Offer will be returned (at the applicant’s sole risk), without
payment of interest, as soon as reasonably practicable thereafter.
No temporary documents of title will be issued in respect of Open Offer Shares held in uncertificated
form. Definitive certificates in respect of Open Offer Shares taken up are expected to be posted to
those Qualifying Shareholders who have validly elected to hold their Open Offer Shares in certificated
form by 7 December 2009. In respect of those Qualifying Shareholders who have validly elected to
hold their Open Offer Shares in uncertificated form, the Open Offer Shares are expected to be
credited to their stock accounts maintained in CREST by 8:00 a.m. on 11 November 2009.
Application will be made to the UK Listing Authority for the New Ordinary Shares to be listed on
the Official List and to be admitted to trading on the London Stock Exchange’s main market for
listed securities. Admission is expected to occur on 30 November 2009, when dealings in the Open
Offer Shares are expected to commence. All monies received by the Registrar in respect of Open
Offer Shares will be placed on deposit in a non-interest bearing account by the Registrar.
If for any reason it becomes necessary to adjust the expected timetable as set out in this Prospectus,
the Company will make an appropriate announcement to a Regulatory Information Service giving
details of the revised dates.

4.    Procedure for application and payment
If you are in any doubt as to the action you should take, or the contents of this Prospectus, you should
immediately seek your own personal financial advice from your stockbroker, bank manager, solicitor,
accountant or other appropriate independent financial adviser who is authorised under the FSMA if you
are in the United Kingdom, or from another appropriately authorised independent financial adviser if you
are in a territory outside the United Kingdom.
The action to be taken by Qualifying Shareholders in respect of the Open Offer depends on whether,
at the relevant time, such Qualifying Shareholder has received an Application Form in respect of his
or her entitlement under the Open Offer, or has had Open Offer Entitlements credited to his or her
CREST stock account in respect of such entitlement.
Qualifying Shareholders who hold their Existing Ordinary Shares in certificated form on the Record
Date and take up New Ordinary Shares under the Open Offer will be allotted Open Offer Shares in
certificated form. Qualifying Shareholders who hold part of their Existing Ordinary Shares in
uncertificated form and take up New Ordinary Shares under the Open Offer will be allotted Open
Offer Shares in uncertificated form to the extent that their entitlement to Open Offer Shares arises as
a result of holding Existing Ordinary Shares in uncertificated form. However, it will be possible for
Qualifying Shareholders to deposit Open Offer Entitlements into, and withdraw them from, CREST.
Further information on deposit and withdrawal from CREST is set out in paragraph 4.2.7 (‘‘Crest
procedures and timings’’) of this Part III: ‘‘Terms and Conditions of the Open Offer’’.
CREST sponsored members should refer to their CREST sponsor, as only their CREST sponsor will
be able to take the necessary action specified below to apply under the Open Offer in respect of the
Open Offer Entitlements of such members held in CREST. CREST members who wish to apply
under the Open Offer in respect of their Open Offer Entitlements should refer to the CREST Manual
for further information on the CREST procedures referred to below.
Qualifying Shareholders who do not want to apply or are not eligible to for the Open Offer Shares
under the Open Offer should take no action and should not complete or return the Application
Form. Qualifying Shareholders, however, are encouraged to vote at the Extraordinary General
Meeting by attending in person or by completing and returning the Form of Proxy.
If you are a Qualifying Shareholder and you have any enquiries in relation to the Open Offer or the
procedure for acceptance or payment you should call the Shareholder Helpline on 0871 384 2889 (from
within the United Kingdom) or +44 121 415 0269 (from outside the United Kingdom) between 8:30 a.m.
and 5:30 p.m. on any Business Day. If you are a Qualifying CREST Shareholder and you have any
questions regarding the CREST procedures, please telephone the CREST Service Desk on 08459 645

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648 (from within the United Kingdom) and +44 20 7849 0199 (if you are calling from outside the United
Kingdom). The CREST Service Desk is available from 5:00 a.m. to 8:00 p.m. on any Business Day.
Calls to the 0871 384 2889 number are charged at 8 pence per minute (including VAT) plus any of your
service provider’s network extras. Calls to the CREST Service Desk or the Shareholder Helpline from
outside the United Kingdom are charged at the applicable international rates. Different charges may
apply to calls made from mobile telephones and calls may be recorded and monitored randomly for
security and training purposes. The Shareholder Helpline will only be able to provide information
contained in this Prospectus and information relating to the Company’s register of members and will not
be able to provide advice on the merits of the Open Offer nor give any legal, financial, tax or
investment advice.

4.1                                                    If you have an Application Form in respect of your entitlement under the Open Offer
4.1.1 General
Subject as provided in paragraph 6 (‘‘Overseas Shareholders’’) of this Part III: ‘‘Terms and
Conditions of the Open Offer’’ in relation to Overseas Shareholders, Qualifying Non-CREST
Shareholders will receive an Application Form. The Application Form shows the number of Existing
Ordinary Shares registered in their name on the Record Date in Box 1. It also shows the maximum
number of Open Offer Shares for which they are entitled to apply under the Open Offer as shown by
the total number of Open Offer Shares set out in Box 2. Box 3 shows how much they would need to
pay if they wish to take up their Open Offer Entitlement in full. Qualifying Non-CREST
Shareholders may apply for less than their entitlement should they wish to do so. Qualifying Non-
CREST Shareholders may also hold such an Application Form by virtue of a bona fide market claim
(see paragraph 4.1.2 below).
The instructions and other terms set out in the Application Form form part of the terms of the Open
Offer in relation to Qualifying Non-CREST Shareholders.

4.1.2 Bona fide market claims
Applications to subscribe for Open Offer Shares may only be made on the Application Form and
may only be made by the Qualifying Non-CREST Shareholder named in it or by a person entitled by
virtue of a bona fide market claim in relation to a purchase of Existing Ordinary Shares through the
market prior to the date upon which the Existing Ordinary Shares will be marked ‘‘ex’’ the
entitlement to participate in the Open Offer. Application Forms may not be assigned, transferred or
split, except to satisfy bona fide market claims up to 3:00 p.m. on 20 November 2009. The
Application Form is not a negotiable document and cannot be separately traded. A Qualifying Non-
CREST Shareholder who has sold or otherwise transferred all or part of his or her holding of
Existing Ordinary Shares prior to the date upon which the Existing Ordinary Shares were marked
‘‘ex’’ the entitlement to participate in the Open Offer, should consult his or her broker or other
professional adviser as soon as possible, as the invitation to subscribe for Open Offer Shares under
the Open Offer may be a benefit which may be claimed by the transferee. Qualifying Non-CREST
Shareholders who have sold or otherwise transferred all of their registered holdings should, if the
market claim is to be settled outside CREST, complete Box 6 on the Application Form and
immediately send it (together with this Prospectus) to the stockbroker, bank or other agent through
whom the sale or transfer was effected for transmission to the purchaser or transferee in accordance
with the instructions set out in the Application Form. Qualifying Non-CREST Shareholders who have
sold or otherwise transferred only some of the Ordinary Shares shown in Box 1 on the Application
Form prior to 8:00 a.m. on 6 November 2009, should contact the stockbroker, bank or other agent
through whom the sale or transfer was effected to arrange for split Application Forms to be
obtained. The Application Form should not, however be forwarded to or transmitted in or into the
United States or any Excluded Territory. If the market claim is to be settled outside CREST, the
beneficiary of the claim should follow the procedures set out in the accompanying Application Form.
If the market claim is to be settled in CREST, the beneficiary of the claim should follow the
procedure set out in paragraphs 4.2.2 and 4.2.7 below.

4.1.3 Application procedures
Qualifying Non-CREST Shareholders (other than, subject to certain exceptions, Shareholders with a
registered address in or who are resident or located in (as applicable), the United States or an
Excluded Territory) wishing to apply to subscribe for all or any of the Open Offer Shares in respect
of their Open Offer Entitlement should complete the Application Form in accordance with the
instructions printed on it.

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Completed Application Forms, together with a cheque or banker’s draft for the full amount should
be posted in the reply-paid envelope to the Registrar, (who will also act as Receiving Agent in
relation to the Open Offer) at Equiniti Limited, Aspect House, Spencer Road, Lancing BN99 6DA or
by hand (during normal business hours only) to Equiniti Limited, Corporate Actions, Holm Oak,
Holm Oak Business Park, Woods Way, Goring by Sea, Worthing, West Sussex BN12 4FE, so as to
arrive as soon as possible and in any event so as to be received by the Registrars by no later than
11:00 a.m. on 24 November 2009, after which time Application Forms will not be valid (subject to
certain exceptions described below). You can only use the reply-paid envelope that will be enclosed
with the Application Form within the United Kingdom only. Application Forms delivered by hand
will not be checked and no receipt will be provided. Qualifying Non-CREST Shareholders should
note that applications, once made, will be irrevocable and receipt thereof will not be acknowledged. If
an Application Form is being sent by first-class post in the United Kingdom, Qualifying Shareholders
are recommended to allow at least four Business Days for delivery. Although, should there be any
postal delays or disruptions as a result of industrial strife, you should act promptly and you may
need to make alternative delivery arrangements if you wish to participate in the Open Offer.
All payments must be in pounds sterling and made by cheque or banker’s draft made payable to
‘‘Equiniti Limited re: Yell Group plc – Open Offer’’ and crossed ‘‘A/C Payee Only’’. Cheques should
be drawn on the personal account to which you have sole or joint title to such funds. Cheques or
banker’s drafts must be drawn on a bank or building society or branch of a bank or building society
in the United Kingdom or Channel Islands which is either a settlement member of the Cheque and
Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which has arranged
for its cheques and banker’s drafts to be cleared through the facilities provided by any of those
companies or committees and must bear the appropriate sort code in the top right hand corner and
must be for the full amount payable on application. Third party cheques may not be accepted with
the exception of building society cheques or banker’s drafts where the building society or bank has
confirmed the name of the account holder by stamping and endorsing the cheque or draft to such
effect. The account name should be the same as that shown on the application. Post-dated cheques
will not be accepted. Cheques or banker’s drafts will be presented for payment upon receipt. The
Company reserves the right to instruct the Registrar to seek special clearance of cheques and banker’s
drafts to allow the Company to obtain value for remittances at the earliest opportunity. No interest
will be paid on payments made before they are due. It is a term of the Open Offer that cheques shall
be honoured on first presentation and the Company may elect to treat as invalid acceptances in
respect of which cheques are not so honoured. All documents, cheques and banker’s drafts sent
through the post will be sent at the risk of the sender. Payments via CHAPS, BACS or electronic
transfer will not be accepted.
If cheques or banker’s drafts are presented for payment before all of the conditions of the Capital
Raising are fulfilled, the application monies will be kept in a separate non-interest bearing bank
account. If the Capital Raising does not become unconditional, no Open Offer Shares will be issued
and all monies will be returned (at the applicant’s sole risk), without payment of interest, to
applicants as soon as reasonably practicable following the lapse of the Capital Raising.
The Company reserves the right (but shall not be obliged to) treat an Application                                                Form as valid and
binding on the person(s) by whom or on whose behalf it is lodged, even if                                                         not completed in
accordance with the relevant instructions or not accompanied by a valid power                                                    of attorney where
required, or if it otherwise does not strictly comply with the terms and conditions                                              of the Open Offer.
The Company further reserves the right (but shall not be obliged) to accept either:
*                                                      Application Forms received after 11:00 a.m. on 24 November 2009 but not later than 11:00 a.m.
                                                       on the Dealing Day next following 24 November 2009; or
*                                                      applications in respect of which remittances are received before 11:00 a.m. on 24 November
                                                       2009 from authorised persons (as defined in FSMA) specifying the Open Offer Shares applied
                                                       for and undertaking to lodge the Application Form in due course but, in any event, within two
                                                       Dealing Days.
Multiple applications will not be accepted. All documents and remittances sent by post or to an
applicant (or as the applicant may direct) will be sent at the applicant’s own risk. If Open Offer
Shares have already been allotted to a Qualifying Non-Crest Shareholder and such Qualifying Non-
Crest Shareholder’s cheque or banker’s draft is not honoured upon first presentation or such
Qualifying Non-Crest Shareholder’s application is subsequently otherwise deemed to be invalid, the
Registrar shall be authorised (in its absolute discretion as to manner, timing and terms) to make

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arrangements, on behalf of the Company, for the sale of such Qualifying Non-Crest Shareholder’s
Open Offer Shares and for the proceeds of sale (which for these purposes shall be deemed to be
payments in respect of successful applications) to be paid to and retained by the Company. None of
the Registrar, the Banks or the Company, nor any other person shall be responsible for, or have any
liability for, any loss, expense or damage suffered by such Qualifying Non-Crest Shareholder as a
result.
4.1.4 Effect of application
By completing and delivering an Application Form, the applicant:
*                                                      represents and warrants to the Company and each of the Banks that he or she has the right,
                                                       power and authority, and has taken all action necessary, to make the application under the
                                                       Open Offer and to execute, deliver and exercise his or her rights, and perform his obligations
                                                       under any contracts resulting therefrom and that he is not a person otherwise prevented by legal
                                                       or regulatory restrictions from applying for New Ordinary Shares or acting on behalf of any
                                                       such person on a non-discretionary basis;
*                                                      agrees with the Company and each of the Banks that all applications under the Open Offer and
                                                       any contracts resulting therefrom shall be governed by and construed in accordance with the
                                                       laws of England and Wales;
*                                                      confirms to the Company and each of the Banks that in making the application he or she is not
                                                       relying on any information or representation in relation to the Company other than that
                                                       contained in (or incorporated by reference in) this Prospectus, and the applicant accordingly
                                                       agrees that no person responsible solely or jointly for this Prospectus or any part thereof, or
                                                       involved in the preparation thereof, shall have any liability for any such information or
                                                       representation not so contained and further agrees that, having had the opportunity to read this
                                                       Prospectus, he will be deemed to have had notice of all information in relation to the Company
                                                       contained in this Prospectus (including information incorporated by reference);
*                                                      confirms to the Company and each of the Banks that no        person has been authorised to give
                                                       any information or to make any representation concerning    the Company or the New Ordinary
                                                       Shares (other than as contained in this Prospectus) and,     if given or made, any such other
                                                       information or representation should not be relied upon      as having been authorised by the
                                                       Company or the Banks;
*                                                      represents and warrants to the Company and each of the Banks that he or she is the Qualifying
                                                       Shareholder originally entitled to the Open Offer Entitlements or that he or she received such
                                                       Open Offer Entitlements by virtue of a bona fide market claim;
*                                                      represents and warrants to the Company and each of the Banks that if he or she has received
                                                       some or all of his or her Open Offer Entitlements from a person other than the Company he or
                                                       she is entitled to apply under the Open Offer in relation to such Open Offer Entitlements by
                                                       virtue of a bona fide market claim;
*                                                      requests that the New Ordinary Shares, to which he or she will become entitled, be issued to
                                                       him or her on the terms set out in this Prospectus and the Application Form;
*                                                      represents and warrants to the Company and each of the Banks that he or she is not, and nor
                                                       is he or she applying as nominee or agent for, a person who is or may be liable to notify and
                                                       account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased
                                                       rates referred to in section 93 (depository receipts) or section 96 (clearance services) of the
                                                       Finance Act 1986; and
*                                                      confirms that in making the application, he or she is not relying and has not relied on the
                                                       Banks or any person affiliated with the Banks in connection with any investigation of the
                                                       accuracy of any information contained in this Prospectus or his investment decision.
Qualifying Shareholders who complete and deliver an Application Form must also make the
representations and warranties set out in paragraph 6.5 (‘‘Further representations and warranties’’) of
this Part III: ‘‘Terms and Conditions of the Open Offer’’.
All enquiries in connection with the procedure for application and completion of the Application
Form should be addressed to Equiniti Limited, Aspect House, Spencer Road, Lancing BN99 6DA or
the Shareholder Helpline on 0871 384 2889. Calls to this number are charged at 8 pence per minute
plus your service provider’s network extras, (or if calling from overseas +44 121 415 0269). Calls to
the helpline from outside the UK will be charged at applicable international rates. Please note that

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the Registrar cannot provide financial or legal advice on the merits of the Open Offer or as to
whether applicants should take up their Open Offer Entitlements. Calls may be recorded and
monitored for security and training purposes.
Qualifying Non-CREST Shareholders who do not want to take up or apply for the Open Offer
Shares under the Open Offer should take no action and should not complete or return the
Application Form. Qualifying Non-CREST Shareholders are, however, encouraged to vote at the
Extraordinary General Meeting by attending in person or by completing and returning the Form of
Proxy enclosed with this Prospectus.

4.2                                                    If you have Open Offer Entitlements credited to your stock account in CREST in respect of your
                                                       entitlement under the Open Offer
4.2.1 General
Subject as provided in paragraph 6 (‘‘Overseas Shareholders’’) of this Part III: ‘‘Terms and
Conditions of the Open Offer’’ in relation to certain Overseas Shareholders, each Qualifying CREST
Shareholder will receive a credit to his or her stock account in CREST of his or her Open Offer
Entitlement equal to the maximum number of Open Offer Shares for which he or she is entitled to
apply to subscribe for under the Open Offer. The CREST stock account to be credited will be an
account under the participant ID and member account ID that apply to the Existing Ordinary Shares
held on the Record Date by the Qualifying CREST Shareholder in respect of which the Open Offer
Entitlements have been allocated.
If for any reason the Open Offer Entitlements cannot be admitted to CREST by, or the stock
accounts of Qualifying CREST Shareholders cannot be credited on 11 November 2009, or such later
time and/or date as the Company and the Joint Global Co-ordinators may decide, an Application
Form will be sent to each Qualifying CREST Shareholder in substitution for the Open Offer
Entitlements which should have been credited to his or her stock account in CREST. In these
circumstances the expected timetable as set out in this Prospectus will be adjusted as appropriate and
the provisions of this Prospectus applicable to Qualifying Non-CREST Shareholders with Application
Forms will apply to Qualifying CREST Shareholders who receive such Application Forms.
CREST members who wish to apply to subscribe for some or all of their entitlements to Open Offer
Shares should refer to the CREST Manual for further information on the CREST procedures referred to
below.
Should you need advice with regard to these procedures, please contact the Registrar on the Shareholder
Helpline, telephone number 0871 384 2889. Calls to this number are charged at 8 pence per minute plus
your service provider’s network extras (or, if you are calling from outside the United Kingdom, +44 121
415 0269). Calls to the Shareholder Helpline from outside the United Kingdom will be charged at
applicable international rates. Please note that the Registrar cannot provide financial or legal advice on
the merits of the Open Offer or as to whether applicants should take up their Open Offer Entitlements.
If you are a CREST sponsored member you should consult your CREST sponsor if you wish to apply
for Open Offer Shares as only your CREST sponsor will be able to take the necessary action to make
this application in CREST.

4.2.2 Bona fide market claims
The Open Offer Entitlements will constitute a separate security for the purposes of CREST. Although
Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in
respect of Open Offer Entitlements may only be made by the Qualifying Shareholder originally
entitled or by a person entitled by virtue of a bona fide market claim transaction. Transactions
identified by the CREST Claims Processing Unit as ‘‘cum’’ the Open Offer Entitlements will generate
an appropriate market claim transaction and the relevant Open Offer Entitlement(s) will thereafter be
transferred accordingly.

4.2.3 USE Instructions
Qualifying CREST Shareholders who are CREST members and who want to apply for Open Offer
Shares in respect of all or some of their Open Offer Entitlements in CREST must send (or, if they
are CREST sponsored members, procure that their CREST sponsor sends) an Unmatched Stock
Event (‘‘USE’’) instruction (‘‘USE Instruction’’) to Euroclear which, on its settlement, will have the
following effect:

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(i)                                                    the crediting of a stock account of the Registrar under the participant ID and member account
                                                       ID specified below, with a number of Open Offer Entitlements corresponding to the number of
                                                       Open Offer Shares applied for; and
(ii)                                                   the creation of a CREST payment, in accordance with the CREST payment arrangements in
                                                       favour of the payment bank of the Registrar in respect of the amount specified in the USE
                                                       Instruction which must be the full amount payable on application for the number of Open Offer
                                                       Shares referred to in paragraph 4.2.3 (i) above.
4.2.4 Content of USE Instruction in respect of Open Offer Entitlements
The USE Instruction must be properly authenticated in accordance with Euroclear’s specifications and
must contain, in addition to the other information that is required for settlement in CREST, the
following details:
*                                                      the number of Open Offer Shares for which application is being made (and hence the number of
                                                       the Open Offer Entitlement(s) being delivered to the Registrar);
*                                                      the ISIN of the Open Offer Entitlement. This is GB00B59LZ362;
*                                                      the CREST participant ID of the accepting CREST member;
*                                                      the CREST member account ID of the accepting CREST member from which the Open Offer
                                                       Entitlements are to be debited;
*                                                      the participant ID of the Registrar in its capacity as a CREST Receiving Agent. This is 2RA19;
*                                                      the member account ID of the Registrar in its capacity as a CREST Receiving Agent. This is
                                                       RA996101;
*                                                      the amount payable by means of a CREST payment on settlement of the USE Instruction. This
                                                       must be the full amount payable on application for the number of Open Offer Shares referred
                                                       to above;
*                                                      the intended settlement date. This must be on or before 11:00 a.m. on 24 November 2009;
*                                                      the Corporate Action Number for the Open Offer. This will be available by viewing the relevant
                                                       corporate action details in CREST;
*                                                      input with a standard delivery instruction of priority 80; and
*                                                      the contact name and telephone numbers in the free format shared notes field.
In order for an application under the Open Offer to be valid, the USE Instruction must comply with
the requirements as to authentication and contents set out above and must settle on or before
11:00 a.m. on 24 November 2009.
CREST members and, in the case of CREST sponsored members, their CREST sponsors, should note
that the last time at which a USE Instruction may settle on 24 November 2009 in order to be valid is
11:00 a.m. on that day.
4.2.5 Deposit of Open Offer Entitlements into, and withdrawal from, CREST
A Qualifying Non-CREST Shareholder’s Open Offer Entitlements as shown by the number of Open
Offer Shares set out in his Application Form in Box 2, may be deposited into CREST (either into the
account of the Qualifying Shareholder named in the Application Form or into the name of a person
entitled by virtue of a bona fide market claim). Similarly, Open Offer Entitlements held in CREST
may be withdrawn from CREST so that the entitlement under the Open Offer Entitlements is
reflected in an Application Form. Normal CREST procedures (including timings) apply in relation to
any such deposit or withdrawal, subject (in the case of a deposit into CREST) as set out in the
Application Form.
A holder of an Application Form who is proposing to deposit the entitlement set out in such form
into CREST (in accordance with the instructions contained in the Application Form) is recommended
to ensure that the deposit procedures are implemented in sufficient time to enable the person holding
or acquiring the Open Offer Entitlements following their deposit into CREST to take all necessary
steps in connection with taking up the entitlement prior to 11:00 a.m. on 24 November 2009.
In particular, having regard to normal processing times in CREST and on the part of the Registrar,
the recommended latest time for depositing an Application Form with the CREST Courier and
Sorting Service, where the person entitled wishes to hold the entitlement under the Open Offer set out
in such Application Form as Open Offer Entitlement in CREST, is 3:00 p.m. on 19 November 2009
and the recommended latest time for receipt by Euroclear of a dematerialised instruction requesting

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withdrawal of Open Offer Entitlements from CREST is 4:30 p.m. on 18 November 2009 in either
case so as to enable the person subscribing for or (as appropriate) holding the Open Offer
Entitlements following the deposit or withdrawal (whether as shown in an Application Form or held
in CREST) to take all necessary steps in connection with applying in respect of the Open Offer
Entitlements prior to 11:00 a.m. on 24 November 2009.

Delivery of an Application Form with the CREST deposit form duly completed whether in respect of
a deposit into the account of the Qualifying Shareholder named in the Application Form or into the
name of another person, shall constitute a representation and warranty to the Company and the
Registrar by the relevant CREST member(s) that it/they is/are not in breach of the provisions of the
notes under the paragraph headed ‘‘Do you want to deposit your Open Offer entitlements into
CREST’’ on page 3 of the Application Form, and a declaration to the Company and the Registrar
from the relevant CREST member(s) that it/they is/are not in the United States, or resident(s) or
located in (as applicable), any Excluded Territory or any jurisdiction in which the application for
New Ordinary Shares is prevented by law and, where such deposit is made by a beneficiary of a
market claim, a representation and warranty that the relevant CREST member(s) is/are entitled to
apply under the Open Offer by virtue of a bona fide market claim.

4.2.6 Validity of application
A USE Instruction complying with the requirements as to authentication and contents set out above
which settles by no later than 11:00 a.m. on 24 November 2009 will constitute a valid application
under the Open Offer.

4.2.7 CREST procedures and timings
CREST members and (where applicable) their CREST sponsors should note that Euroclear does not
make available special procedures in CREST for any particular corporate action. Normal system
timings and limitations will therefore apply in relation to the input of a USE Instruction and its
settlement in connection with the Open Offer. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST sponsored member, to procure that his or
her CREST sponsor takes) such action as shall be necessary to ensure that a valid application is
made as stated above by 11:00 a.m. on 24 November 2009. In this connection CREST members and
(where applicable) their CREST sponsors are referred in particular to those sections of the CREST
Manual concerning practical limitations of the CREST system and timings.

4.2.8 Incorrect or incomplete applications
If a USE Instruction includes a CREST payment for an incorrect sum, the Company, through the
Registrar, reserves the right:
*                                                      to reject the application in full and refund the payment to the CREST member in question
                                                       (without interest);
*                                                      in the case that an insufficient sum is paid, to treat the application as a valid application for
                                                       such lesser whole number of Open Offer Shares as would be able to be applied for with that
                                                       payment at the Issue Price, refunding any unutilised sum to the CREST member in question
                                                       (without interest); and
*                                                      in the case that an excess sum is paid, to treat the application as a valid application for all the
                                                       Open Offer Shares referred to in the USE Instruction, refunding any unutilised sum to the
                                                       CREST member in question (without interest).

4.2.9 Effect of valid application
Any CREST member or CREST sponsored member who makes or is treated as making a valid
application in accordance with the above procedures thereby:
*                                                      represents and warrants to the Company and each of the Banks that he or she has the right,
                                                       power and authority, and has taken all action necessary, to make the application under the
                                                       Open Offer and to execute, deliver and exercise his or her rights, and perform his or her
                                                       obligations, under any contracts resulting therefrom and that he or she is not a person
                                                       otherwise prevented by legal or regulatory restrictions from applying for Open Offer Shares or
                                                       acting on behalf of any such person on a non-discretionary basis;

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 *                                                      agrees to pay the amount payable on application in accordance with the above procedures by
                                                        means of a CREST payment in accordance with the CREST payment arrangements (it being
                                                        acknowledged that the payment to the Registrar’s payment bank in accordance with the CREST
                                                        payment arrangements shall, to the extent of the payment, discharge in full the obligation of the
                                                        CREST member to pay to the Company the amount payable on application);
 *                                                      agrees with the Company and each of the Banks that all applications and any contracts
                                                        resulting therefrom under the Open Offer shall be governed by, and construed in accordance
                                                        with, the laws of England and Wales;
 *                                                      confirms to the Company and each of the Banks that in making the application he or she is not
                                                        relying on any information or representation in relation to the Company other than that
                                                        contained in (or incorporated by reference in) this Prospectus, and the applicant accordingly
                                                        agrees that no person responsible solely or jointly for this Prospectus or any part thereof, or
                                                        involved in the preparation thereof, shall have any liability for any such information or
                                                        representation not so contained and further agrees that, having had the opportunity to read this
                                                        Prospectus, he or she will be deemed to have had notice of all the information in relation to the
                                                        Company contained in this Prospectus (including information incorporated by reference);
 *                                                      confirms to the Company and each of the Banks that no          person has been authorised to give
                                                        any information or to make any representation concerning      the Company or the New Ordinary
                                                        Shares (other than as contained in this Prospectus) and,       if given or made, any such other
                                                        information or representation should not be relied upon        as having been authorised by the
                                                        Company or the Banks;
 *                                                      represents and warrants to the Company and each of the Banks that he or she is the Qualifying
                                                        Shareholder originally entitled to the Open Offer Entitlement or that he or she has received such
                                                        Open Offer Entitlement by virtue of a bona fide market claim;
 *                                                      represents and warrants to the Company and each of the Banks that if he or she has received
                                                        some or all of his Open Offer Entitlement from a person other than the Company, he or she is
                                                        entitled to apply under the Open Offer in relation to such Open Offer Entitlement by virtue of
                                                        a bona fide market claim;
 *                                                      requests that the Open Offer Shares to which he or she will become entitled be issued to him or
                                                        her on the terms set out in this Prospectus, subject to the Articles of the Company;
 *                                                      represents and warrants to the Company and each of the Banks that he or she is not, and nor
                                                        is he applying as nominee or agent for, a person who is or may be liable to notify and account
                                                        for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates
                                                        referred to in section 93 (depository receipts) or section 96 (clearance services) of the Finance
                                                        Act 1986; and
 *                                                      confirms to the Company and each of the Banks that in making the application he or she is not
                                                        relying and has not relied on any of the Banks or any person affiliated with any of the Banks
                                                        in connection with any investigation of the accuracy of any information contained in this
                                                        Prospectus or his investment decision.
 Any CREST member or CREST sponsored member who makes or is treated as making a valid
 application in accordance with the above procedures must also make the representations and
 warranties set out in paragraph 6.5 (‘‘Further representations and warranties’’) of this Part III:
 ‘‘Terms and Conditions of the Open Offer’’ of this Prospectus.

4.2.10 Company’s discretion as to the rejection and validity of applications
 The Company may:
 *                                                      reject any acceptance constituted by a USE instruction, which is otherwise valid, in the event of
                                                        breach of any of the representations, warranties and undertakings set out or referred to under
                                                        this paragraph 4.2. Where an acceptance is made as described in paragraph 6 (‘‘Overseas
                                                        Shareholders’’) of this Part III: ‘‘Terms and Conditions of the Open Offer’’, which is otherwise
                                                        valid, and the USE instruction concerned fails to settle by 11:00 a.m. on 24 November 2009 (or
                                                        by such later time and date as the Company and the Joint Global Co-ordinators may
                                                        determine), the Company, and the Joint Global Co-ordinators shall be entitled to assume, for
                                                        the purposes of their right to reject an acceptance as described in this paragraph 4.2 of this Part
                                                        III: ‘‘Terms and Conditions of the Open Offer’’ that there has been a breach of the
                                                        representations, warranties and undertakings set out or referred to in this paragraph 4.2 of this

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                                                        Part III: ‘‘Terms and Conditions of the Open Offer’’ unless the Company is aware of any
                                                        reason outside the control of the CREST Member or CREST Sponsor (as appropriate) for the
                                                        failure to settle;
 *                                                      treat as valid (and binding on the CREST member concerned) an application which does not
                                                        comply in all respects with the requirements as to validity set out or referred to in this
                                                        paragraph 4.2 (‘‘If you have Open Offer Entitlements credited to your stock account in CREST
                                                        in respect of your entitlement under the Open Offer’’) of this Part III: ‘‘Terms and Conditions
                                                        of the Open Offer’’;
 *                                                      accept an alternative properly authenticated dematerialised instruction from a CREST member
                                                        or (where applicable) a CREST sponsor as constituting a valid application in substitution for or
                                                        in addition to a USE Instruction and subject to such further terms and conditions as the
                                                        Company may determine;
 *                                                      treat a properly authenticated dematerialised instruction (in this sub-paragraph the ‘‘first
                                                        instruction’’) as not constituting a valid application if, at the time at which the Registrar
                                                        receives a properly authenticated dematerialised instruction giving details of the first instruction
                                                        or thereafter, either the Company or the Registrar has received actual notice from Euroclear of
                                                        any of the matters specified in Regulation 35(5)(a) of the CREST Regulations in relation to the
                                                        first instruction. These matters include notice that any information contained in the first
                                                        instruction was incorrect or notice of lack of authority to send the first instruction; and
 *                                                      accept an alternative instruction or notification from a CREST member or CREST sponsored
                                                        member or (where applicable) a CREST sponsor, or extend the time for settlement of a USE
                                                        Instruction or any alternative instruction or notification, in the event that, for reasons or due to
                                                        circumstances outside the control of any CREST member or CREST sponsored member or
                                                        (where applicable) CREST sponsor, the CREST member or CREST sponsored member is
                                                        unable validly to apply for Open Offer Shares by means of the above procedures. In normal
                                                        circumstances, this discretion is only likely to be exercised in the event of any interruption,
                                                        failure or breakdown of CREST (or any part of CREST) or on the part of the facilities and/or
                                                        systems operated by the Registrar in connection with CREST.

4.2.11 Lapse of the Open Offer
 In the event that the Capital Raising does not become unconditional by 8:00 a.m. on 30 November
 2009 or such later time and date as the Company and the Joint Global Co-ordinators may agree, the
 Capital Raising will lapse, the Open Offer Entitlements admitted to CREST will be disabled and the
 Registrar will refund the amount paid by a Qualifying CREST Shareholder by way of a CREST
 payment, without interest, as soon as practicable thereafter. The interest earned on such monies, if
 any, will be retained for the benefit of the Company.

 5.                                                     Money laundering regulations
 5.1 Holders of Application Forms
 To ensure compliance with the Money Laundering Regulations, the Registrar may require, at its
 absolute discretion, verification of the identity of the person by whom or on whose behalf an
 Application Form is lodged with payment (which requirements are referred to below as the
 ‘‘verification of identity requirements’’). If the Application Form is submitted by a UK regulated
 broker or intermediary acting as agent and which is itself subject to the Money Laundering
 Regulations, any verification of identity requirements are the responsibility of such broker or
 intermediary and not of the Registrar. In such case, the lodging agent’s stamp should be inserted on
 the Application Form.
 The Registrar is entitled in its absolute discretion to determine whether the verification of identity
 requirements applies to any acceptor and whether such requirements have been satisfied. Neither the
 Company, the Joint Global Co-ordinators, the Joint Sponsors, the Joint Underwriters nor the
 Registrar will be liable to any person for any loss suffered or incurred (or alleged), directly or
 indirectly, as a result of the exercise of any such discretion.
 If the Registrar determines that the verification of identity requirements apply to an acceptance of an
 allotment and the verification of identity requirements have not been satisfied (which the Registrar
 shall in its absolute discretion determine) by 11:00 a.m. on 24 November 2009, the Company may, in
 its absolute discretion, and without prejudice to any other rights of the Company, treat the
 acceptance as invalid or may confirm the allotment of the relevant shares to the acceptor but

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(notwithstanding any other term of the Open Offer) such shares will not be issued to him or
registered in his name until the verification of identity requirements have been satisfied (which the
Registrar shall in their absolute discretion determine). If the acceptance is not treated as invalid and
the verification of identity requirements are not satisfied within such period, being not less than seven
days after a request for evidence of identity is despatched to the acceptor, as the Company may in its
absolute discretion allow, the Company may, in its absolute discretion, treat the relevant application
as invalid, in which event the monies payable on acceptance of the Open Offer will be returned (at
the acceptor’s risk) without interest to the account of the bank or building society on which the
relevant cheque or banker’s draft was drawn (without prejudice to the rights of the Company to
undertake proceedings to recover monies in respect of the loss suffered by it as a result of the failure
to produce satisfactory evidence as aforesaid).
Return of an Application Form with the appropriate remittance will constitute a warranty from the
acceptor to each of the Company, the Registrar and each of the Banks that the Money Laundering
Regulations will not be breached by acceptance of such remittance and an undertaking by the applicant
to provide promptly to the Registrar such information as may be specified by the Registrar as being
required for the purpose of the Money Laundering Regulations. If the verification of identity
requirements apply, failure to provide the necessary evidence of identity may result in delays in the
despatch of share certificates or in crediting CREST accounts.
The verification of identity requirements will not usually apply:
*                                                      if the applicant is an organisation required to comply with the Money Laundering Directive
                                                       (2005/60/EC of the European Parliament and of the EC Council of 26 October on the
                                                       prevention of the use of the financial system for the purpose of money laundering and terrorist
                                                       financing); or
*                                                      if the acceptor is a company whose securities are listed on a regulated market subject to
                                                       specified disclosure obligations; or
*                                                      if the acceptor is a regulated United Kingdom broker or intermediary acting as agent and is
                                                       itself subject to the Money Laundering Regulations; or
*                                                      if the applicant (not being an applicant who delivers his application in person) makes payment
                                                       by way of a cheque drawn on an account in the applicant’s name; or
*                                                      the acceptor (not being an acceptor who delivers his application in person) makes payment
                                                       through an account in the name of such acceptor with a credit institution that is subject to the
                                                       EU Money Laundering Directive (2005/60/EC) or with a credit institution situated in a non-
                                                       EEA state that imposes requirements equivalent to those laid down in the EU Money
                                                       Laundering Directive (2005/60/EC); or
*                                                      if the aggregate subscription price for the Open Offer Shares is less than A15,000 (approximately
                                                       £13,500).
Where verification of identity requirements apply, please note the following as this will assist in
satisfying the requirements. Satisfaction of these requirements may be facilitated in the following
ways:
(a)                                                    if payment is made by cheque or banker’s draft in pounds sterling drawn on a branch in the
                                                       United Kingdom of a bank or building society which bears a UK bank sort code number in the
                                                       top right hand corner the following applies. Cheques should be made payable to ‘‘Equiniti
                                                       Limited re: Yell Group plc – Open Offer’’ in respect of an application by a Qualifying
                                                       Shareholder and crossed ‘‘A/C Payee Only’’. Third party cheques may not be accepted with the
                                                       exception of building society cheques or banker’s drafts where the building society or bank has
                                                       confirmed the name of the account holder by stamping or endorsing the cheque/banker’s draft
                                                       to such effect. However, third party cheques will be subject to the Money Laundering
                                                       Regulations which would delay Shareholders receiving their Open Offer Shares. The account
                                                       name should be the same as that shown on the Application Form; or
(b)                                                    if an Application Form is lodged by hand by the acceptor in person, he should ensure that he
                                                       has with him evidence of identity bearing his photograph (for example, his passport) and
                                                       evidence of his name and address from an appropriate third party, for example, a recent bill
                                                       from a gas, electricity or telephone company or a bank statement, in each case bearing the
                                                       acceptor’s name and address (originals of such documents (not copies) are required; such
                                                       documents will be returned in due course); or

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(c)                                                    if the Application Form is lodged with payment by an agent which is an organisation required
                                                       to comply with the Money Laundering Directive (2005/60/EC of the European Parliament and
                                                       of the EC Council of 26 October on the prevention of the use of the financial system for the
                                                       purpose of money laundering and terrorist financing) or which is subject to anti-money
                                                       laundering regulation in a country which is a member of the Financial Action Task Force (the
                                                       non-European Union members of which are Argentina, Australia, Brazil, Canada, China,
                                                       Gibraltar, Hong Kong, Iceland, Japan, Mexico, New Zealand, Norway, Russian Federation,
                                                       Singapore, South Africa, Switzerland, Turkey, UK Crown Dependencies and the US and, by
                                                       virtue of their membership of the Gulf Cooperation Council, Bahrain, Kuwait, Oman, Qatar,
                                                       Saudi Arabia and the United Arab Emirates), the agent should provide with the Application
                                                       Form written confirmation that it has that status and a written assurance that it has obtained
                                                       and recorded evidence of the identity of the person for whom it acts and that it will on demand
                                                       make such evidence available to the Registrar. If the agent is not such an organisation, it should
                                                       contact the Registrar by post at Equiniti Limited, Aspect House, Spencer Road, Lancing BN99
                                                       6DA.
In order to confirm the acceptability of any written assurance referred to above or in any other case,
the acceptor should contact the Shareholder Helpline on 0871 384 2889 (or +44 121 415 0269 if you
are calling from outside the United Kingdom). This helpline is available from 8:30 a.m. to 5:30 p.m.
on any Business Day. Calls to the UK number cost 8 pence per minute in addition to any service
provider charges. Calls to the helpline from outside the United Kingdom will be charged at applicable
international rates. Please note that the Registrar is unable to give advice on the merits of the Open
Offer or to provide legal, financial, tax or investment advice.

5.2 Open Offer Entitlements in CREST
If you hold your Open Offer Entitlement in CREST and apply for Open Offer Shares in respect of
all or some of your Open Offer Entitlement as agent for one or more persons and you are not a UK
or EU regulated person or institution (e.g. a UK financial institution), then, irrespective of the value
of the application, the Registrar is obliged to take reasonable measures to establish the identity of the
person or persons on whose behalf you are making the application. You must therefore contact the
Registrar before sending any USE Instruction or other instruction so that appropriate measures may
be taken.
Submission of a USE Instruction which on its settlement constitutes a valid application as described
above constitutes a warranty and undertaking by the applicant to provide promptly to the Registrar
such information as may be specified by the Registrar as being required for the purposes of the
Money Laundering Regulations. Pending the provision of evidence satisfactory to the Registrar as to
identity, the Registrar may in its absolute discretion take, or omit to take, such action as it may
determine to prevent or delay issue of the Open Offer Shares concerned. If satisfactory evidence of
identity has not been provided within a reasonable time, then the application for the Open Offer
Shares represented by the USE Instruction will not be valid. This is without prejudice to the right of
the Company to take proceedings to recover any loss suffered by it as a result of failure to provide
satisfactory evidence.

6.    Overseas Shareholders
This Prospectus has been approved by the FSA, being the competent authority in the United
Kingdom, and by the Irish Financial Regulator, being the competent authority in the Republic of
Ireland. Accordingly, the making of the Open Offer to persons resident or located in, or who have a
registered address in (as applicable), countries other than the United Kingdom or the Republic of
Ireland may be affected by the law or regulatory requirements of the relevant jurisdiction. The
comments set out in this paragraph 6 are intended as a general guide only and any Overseas
Shareholders who are in any doubt as to their position should consult their professional advisers
without delay.

6.1 General
The distribution of this Prospectus and the Application Form and the making of the Open Offer to
persons who have registered addresses in, or who are resident or located or ordinarily resident in, or
which are corporations, partnerships or other entities created or organised under the laws of countries
other than the United Kingdom and the Republic of Ireland or to persons who are nominees of or
custodians, trustees or guardians for citizens, residents in or nationals of, countries other than the United
Kingdom and the Republic of Ireland may be affected by the laws or regulatory requirements of the

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relevant jurisdictions. Those persons should consult their professional advisers as to whether they require
any governmental or other consents or need to observe any applicable legal requirements or other
formalities to enable them to apply for Open Offer Shares under the Open Offer.
Subject to certain exceptions, the making of the Open Offer to any person with a registered address
in, or who is resident or located in (as applicable), the Republic of Ireland will be conditional upon
the Irish Financial Regulator approving this Prospectus on, or around, 10 November 2009.
No action has been or will be                          taken by the Company, the Banks or any other person, to permit a
public offering or distribution                        of this Prospectus (or any other offering or publicity materials or
application form(s) relating to                         the Open Offer Shares) in any jurisdiction where action for that
purpose may be required, other                         than in the United Kingdom and the Republic of Ireland.
Receipt of this Prospectus and/or an Application Form and/or a credit of Open Offer Entitlements to
a stock account in CREST will not constitute an invitation or offer of securities for subscription, sale
or purchase in those jurisdictions in which it would be illegal to make such an invitation or offer
and, in those circumstances, this Prospectus and/or the Application Form must be treated as sent for
information only and should not be copied or redistributed.
Application Forms will not be sent to, and Open Offer Entitlements will not be credited to stock
accounts in CREST of Excluded Territory Shareholders, except where the Company is satisfied that
such action would not result in the contravention of any registration or other legal requirement in
any jurisdiction. No person receiving a copy of this Prospectus and/or an Application Form and/or a
credit of Open Offer Entitlements to a stock account in CREST in any territory other than the
United Kingdom or the Republic of Ireland may treat the same as constituting an invitation or offer
to him or her, nor should he or she in any event use any such Application Form and/or credit of
Open Offer Entitlements to a stock account in CREST unless, in the relevant territory, such an
invitation or offer could lawfully be made to him or her and such Application Form and/or credit of
Open Offer Entitlements to a stock account in CREST could lawfully be used, and any transaction
resulting from such use could be effected, without contravention of any registration or other legal or
regulatory requirements. In circumstances where an invitation or offer would contravene any
registration or other legal or regulatory requirements, this Prospectus and/or the Application Form
must be treated as sent for information only and should not be copied or redistributed.
It is the responsibility of any person (including, without limitation, custodians, agents, nominees and
trustees) outside the United Kingdom or the Republic of Ireland wishing to apply for Open Offer
Shares under the Open Offer to satisfy himself or herself as to the full observance of the laws of any
relevant territory in connection therewith, including obtaining any governmental or other consents
that may be required, observing any other formalities required to be observed in such territory and
paying any issue, transfer or other taxes due in such territory. The comments set out in this
paragraph 6.1 are intended as a general guide only and any Qualifying Shareholders who are in doubt as
to their position should consult their professional advisers without delay.
None of the Company or any of the Banks, or any of their respective representatives, is making any
representation to any offeree or purchaser of the Open Offer Shares regarding the legality of an
investment in the Open Offer Shares by such offeree or purchaser under the laws applicable to such
offeree or purchaser. Persons (including, without limitation, custodians, agents, nominees and trustees)
receiving a copy of this Prospectus and/or an Application Form and/or a credit of Open Offer
Entitlements to a stock account in CREST, in connection with the Open Offer or otherwise, should
not distribute or send either of those documents nor transfer Open Offer Entitlements in or into any
jurisdiction where to do so would or might contravene local securities laws or regulations. If a copy
of this Prospectus and/or an Application Form and/or a credit of Open Offer Entitlements to a stock
account in CREST is received by any person in any such territory, or by his or her custodian, agent,
nominee or trustee, he or she must not seek to apply for Open Offer Shares in respect of the Open
Offer unless the Company determines that such action would not violate applicable legal or
regulatory requirements. Any person (including, without limitation, custodians, agents, nominees and
trustees) who does forward a copy of this Prospectus and/or an Application Form and/or transfers
Open Offer Entitlements into any such territory, whether pursuant to a contractual or legal obligation
or otherwise, should draw the attention of the recipient to the contents of this Part III: ‘‘Terms and
Conditions of the Open Offer’’ and specifically the contents of this paragraph 6.
Subject to paragraphs 6.2 to 6.6 below, any person (including, without limitation, custodians, agents,
nominees and trustees) outside of the United Kingdom and the Republic of Ireland (subject to receipt
of approval from the Irish Financial Regulator on, or around, 10 November 2009) wishing to apply

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for Open Offer Shares in respect of the Open Offer must satisfy himself or herself as to the full
observance of the applicable laws of any relevant territory, including obtaining any requisite
governmental or other consents, observing any other requisite formalities and paying any issue,
transfer or other taxes due in such territory.
The Company reserves the right, but shall not be obliged, to treat as invalid any application or
purported application for Open Offer Shares that appears to the Company or its agents to have been
executed, effected or despatched from the United States or an Excluded Territory or in a manner that
may involve a breach of the laws or regulations of any jurisdiction or if the Company or its agents
believe that the same may violate applicable legal or regulatory requirements or if it provides an
address for delivery of the share certificates of Open Offer Shares or in the case of a credit of Open
Offer Entitlements to a stock account in CREST, to a CREST member whose registered address
would be, in the United States or an Excluded Territory or any other jurisdiction outside the United
Kingdom or the Republic of Ireland in which it would be unlawful to deliver such share certificates
or make such a credit.
The attention of Overseas Shareholders with registered addresses, or who are resident in or located (as
applicable), in the United States or an Excluded Territory or who are nominees, custodians or trustees of
such persons, is drawn to paragraphs 6.2 to 6.6 below.
Notwithstanding any other provision of this Prospectus or the Application Form, the Company
reserves the right to permit any person to apply for Open Offer Shares in respect of the Open Offer
if the Company, in its sole and absolute discretion, is satisfied that the transaction in question is
exempt from, or not subject to, the legislation or regulations giving rise to the restrictions in question.
Overseas Shareholders who wish, and are permitted, to apply for Open Offer Shares should note that
payment must be made in sterling denominated cheques or bankers’ drafts or where such Overseas
Shareholder is a Qualifying CREST Shareholder, through CREST.
Due to restrictions under the securities laws of the United States and the Excluded Territories, and
subject to certain exceptions, Qualifying Shareholders who have registered addresses in, or who are
resident or located in (as applicable), the United States or an Excluded Territory will not qualify to
participate in the Open Offer.
The Open Offer Shares have not been and will not be registered under the relevant laws of the
United States or an Excluded Territory or any state, province or territory thereof and may not be
offered, sold, resold, transferred, delivered or distributed, directly or indirectly, in or into the United
States or an Excluded Territory or to, or for the account or benefit of, any Excluded Territory
Shareholder except pursuant to an applicable exemption.
No public offer of Open Offer Shares is being made by virtue of this Prospectus or the Application
Forms into offer the United States or an Excluded Territory. Receipt of this Prospectus and/or an
Application Form and/or a credit of an Open Offer Entitlement to a stock account in CREST will
not constitute an invitation or offer of securities for subscription, sale or purchase in those
jurisdictions in which it would be illegal to make such an invitation or offer and, in those
circumstances, this Prospectus and/or the Application Form must be treated as sent for information
only and should not be copied or redistributed.
Despite any other provision of this Prospectus or the Application Forms, the Company reserves the
right to permit any Shareholder to take up his entitlements or acquire New Ordinary Shares if the
Company (in its absolute discretion) is satisfied that the transaction in question is exempt from, or
not subject to, the legislation or regulations giving rise to the restrictions in question.
Those Shareholders who wish, and are permitted, to take up their entitlements should note that
payments must be made as described in paragraphs 4.1 and 4.2 above.
Overseas Shareholders should note that all subscription monies must be in pounds sterling by cheque
or banker’s draft and should be drawn on a bank in the United Kingdom, made payable to ‘‘Equiniti
Limited re: Yell Group plc – Open Offer’’ and crossed ‘‘A/C payee only’’.

6.2 United States
The New Ordinary Shares have not been and will not be registered under the Securities Act or
qualified for sale under the laws of any state or other jurisdiction of the United States and,
accordingly, may not be offered, sold, resold, taken up, exercised, transferred, delivered or distributed,
directly or indirectly, within the United States without registration except pursuant to an exemption

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from, or in a transaction not subject to, the registration requirements of the Securities Act and in
compliance with any applicable state securities laws.
Subject to certain exceptions, the New Ordinary Shares are being offered and sold only outside the
United States in offshore transactions in accordance with Regulation S under the Securities Act.
Subject to certain exceptions, none of this Prospectus, the Application Form, and the crediting of
Open Offer Entitlements constitutes or will constitute an offer or an invitation to apply for, or an
offer or an invitation to acquire or subscribe for, any New Ordinary Shares in the United States.
Subject to certain exceptions, neither this Prospectus nor an Application Form will be sent to, and
Open Offer Entitlements will not be credited to, a stock account in CREST of any Qualifying
Shareholder with a registered address in the United States. Subject to certain exceptions, Application
Forms sent from or postmarked in the United States will be deemed to be invalid and all persons
subscribing for New Ordinary Shares and wishing to hold such New Ordinary Shares in registered
form must provide an address for registration of the New Ordinary Shares issued upon exercise
thereof outside the United States. The payment paid in respect of Application Forms that do not
meet the foregoing criteria will be returned without interest.
Subject to certain exceptions, any person who subscribes for New Ordinary Shares will be deemed to
have declared, represented, warranted and agreed, by accepting delivery of this Prospectus or the
Application Form or by applying for Open Offer Shares in respect of Open Offer Entitlements
credited to a stock account in CREST, and delivery of the New Ordinary Shares, to the
representations and warranties set out in paragraph 6.5 (‘‘Further Representations and Warranties’’)
of this Part III: ‘‘Terms and Conditions of the Open Offer’’. Please see paragraph 6.5 (‘‘Further
Representations and Warranties’’) of this Part III: ‘‘Terms and Conditions of the Open Offer’’.
Notwithstanding the foregoing, the Open Offer Shares may be offered and sold to, applications for
Open Offer Shares may be accepted from, and Open Offer Entitlements may be exercised by, persons
in, or by persons acting for accounts in, the United States and that cannot make the representations
and warranties referred to above, provided such persons are, or are acting for the account of persons,
reasonably believed to be QIBs, and/or in transactions exempt from, or not subject to, the
registration requirements of the Securities Act, provided such persons satisfy the Company that they
are eligible to participate on such basis. To establish eligibility, such persons must deliver a signed
investor letter (in the form provided by the Company) to the Company, the Registrar and, if relevant,
any nominee, custodian or other person holding on behalf of such persons. Such form can be
obtained from Equiniti Limited at Aspect House, Spencer Road, Lancing BN99 6DA.
Such investor letter will include, among other things, the following representations, warranties and
agreements:
*                                                      representing that the signatory is a QIB, and any account for which the signatory is acquiring
                                                       the New Ordinary Shares is a QIB and/or, in certain instances as agreed with the Company, the
                                                       signatory is acquiring shares in a transaction exempt from, or not subject to, the registration
                                                       requirements under the Securities Act;
*                                                      representing that the signatory is not acquiring the New Ordinary Shares with a view to the
                                                       offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such New
                                                       Ordinary Shares in the United States;
*                                                      agreeing not to re-offer, resell, pledge or otherwise transfer the New Ordinary Shares, except:
                                                       *    in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S;
                                                       *    to a QIB in a transaction in accordance with Rule 144A;
                                                       *    pursuant to an exemption from registration provided by Rule 144 under the Securities Act
                                                            (if available); or
                                                       *    pursuant to another exemption from, or in a transaction not subject to, registration under
                                                            the Securities Act;
                                                       and in each case, in accordance with any applicable securities laws of any state or other
                                                       jurisdiction of the United States; and
*                                                      agreeing not to deposit any New Ordinary Shares, for so long as they are restricted securities
                                                       (within the meaning of Rule 144(a)(3) under the Securities Act) into any unrestricted depositary
                                                       facility established or maintained by any depositary bank.

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No representation has been, or will be, made by the Company or the Banks as to the availability of
Rule 144 under the Securities Act or any other exemption under the Securities Act or any state
securities laws for the reoffer, pledge or transfer of the New Ordinary Shares by any investor.
Any person in the United States into whose possession this Prospectus comes should inform
themselves about and observe any legal restrictions.
The Company reserves the right to treat as invalid any Application Form, at the Company’s
discretion, including where the Company believes acceptance of such Application Form may infringe
applicable legal or regulatory requirements. The Company will not be bound to allot or issue any
New Ordinary Shares to any person with a registered address in the United States in whose favour
an Application Form or any New Ordinary Shares may be transferred or renounced. In addition, the
Company reserve the right to reject any USE Instruction sent by or on behalf of any CREST
member with a registered address in the United States in respect of the New Ordinary Shares.
In addition, until 40 days after the commencement of the Capital Raising, an offer, sale or transfer of
the New Ordinary Shares within the United States by a dealer (whether or not participating in the
Placing and Open Offer or the Firm Placing) may violate the registration requirements of the
Securities Act.

6.3 Excluded Territories
Due to restrictions under the securities laws of the Excluded Territories, subject to certain exceptions,
Shareholders who have registered addresses in, or who are resident or located in (as applicable), an
Excluded Territory will not qualify to participate in the Open Offer and will not be sent an
Application Form nor will their stock accounts in CREST be credited with Open Offer Entitlements.
The Open Offer Shares have not been and will not be registered under the relevant laws of any
Excluded Territories or any state, province or territory thereof and may not be offered, sold, resold,
delivered or distributed, directly or indirectly, in or into any Excluded Territories or to, or for the
account or benefit of, any person with a registered address in, or who is resident or located in (as
applicable), an Excluded Territory, except pursuant to an applicable exemption.
Subject to certain exceptions, no offer of Open Offer Shares is being made by virtue of this
Prospectus or the Application Forms being distributed or the crediting of Open Offer Entitlements to
CREST accounts of shareholders who have registered addresses in, or who are resident or located in
(as applicable) the United States or any Excluded Territories.

6.4 Other overseas territories
Qualifying Shareholders in jurisdictions other than the United States and the Excluded Territories
may, subject to the laws of their relevant jurisdiction, take up Open Offer Shares under the Open
Offer in accordance with the instructions set out in this Prospectus and, if relevant, the Application
Form.
Qualifying Shareholders who have registered addresses in, or who are resident or located in (as
applicable), countries other than the United Kingdom or the Republic of Ireland should consult
appropriate professional advisers as to whether they require any governmental or other consents or
need to observe any further formalities to enable them to apply for any New Ordinary Shares in
respect of the Open Offer.
Subject to certain exceptions, the making of the Open Offer to any person with a registered address
in, or who is resident or located in (as applicable), the Republic of Ireland will be conditional upon
the Irish Financial Regulator approving this Prospectus on, or around, 10 November 2009.

6.5                                                    Further representations and warranties
6.5.1 Qualifying Non-CREST Shareholders
Any person completing and returning an Application Form or requesting registration of the Open
Offer Shares comprised therein makes the representations and warranties set out below to the
Company, each of the Banks and the Registrar, except where proof (in particular, in the form set out
in paragraph 6.2 (‘‘United States’’) of this Part III: ‘‘Terms and Conditions of the Open Offer’’) has
been provided to the Company’s satisfaction (in its absolute discretion) that such person’s completion
of an Application Form or request for registration of the Open Offer Shares comprised therein will
not result in the contravention of any applicable legal or regulatory requirements in any jurisdiction.
In the absence of such proof, the representations and warranties referred to above are that:

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(i)                                                    such person is not within the United States or any Excluded Territory;
(ii)                                                   such person is not in any jurisdiction in which it is unlawful to make or accept an offer to
                                                       acquire the Open Offer Shares;
(iii) such person is not acquiring Open Offer Shares for the account of any person who is located in
      the United States, unless:
                                                       (a)   the instruction to acquire was received from a person outside the United States; and
                                                       (b)   the person giving such instruction has confirmed that (x) it has the authority to give such
                                                             instruction and either (y) has investment discretion over such account or (z) is an
                                                             investment manager or investment company that, in the case of each of (y) and (z), is
                                                             acquiring the Open Offer Shares in an ‘‘offshore transaction’’ within the meaning of
                                                             Regulation S; and
(iv) such person is not acquiring the Open Offer Shares with a view to the offer, sale, resale,
     transfer, delivery or distribution, directly or indirectly, of any Open Offer Shares into the United
     States, any Excluded Territory or any other jurisdiction referred to in (ii) above.
The Company and/or the Registrar may treat as invalid any acceptance or purported acceptance of
the allotment of Open Offer Shares comprised in an Application Form if it (a) appears to the
Company or its agents to have been executed, effected or despatched from the United States or any
Excluded Territory or in a manner that may involve breach of the laws or regulations of any
jurisdiction or if the Company or its agents believe that the same may violate applicable legal or
regulatory requirements; or (b) provides an address in the United States or any Excluded Territory
for delivery of the share certificates of Open Offer Shares (or any other jurisdiction outside the
United Kingdom or the Republic of Ireland in which it would be unlawful to deliver such share
certificates); or (c) purports to exclude the representations and warranties required by this paragraph
6.5.1.

6.5.2 Qualifying CREST Shareholders
A CREST member or CREST sponsored member who makes a valid acceptance in accordance with
the procedures set out in this Part III: ‘‘Terms and Conditions of the Open Offer’’ makes the
representations and warranties set out below to the Company, each of the Banks and the Registrar,
except where proof (in particular, in the form set out in paragraph 6.2 (‘‘United States’’) of this Part
III: ‘‘Terms and Conditions of the Open Offer’’) has been provided to the Company’s satisfaction (in
its absolute discretion) that such person’s acceptance will not result in the contravention of any
applicable legal or regulatory requirements in any jurisdiction.
In the absence of such proof, the representations and warranties referred to above are that:
(i)                                                    such person is not within the United States or any Excluded Territory;
(ii)                                                   such person is not in any jurisdiction in which it is unlawful to make or accept an offer to
                                                       acquire the Open Offer Shares;
(iii) such person is not acquiring Open Offer Shares for the account of any person who is located in
      the United States, unless:
                                                       (a)   the instruction to acquire was received from a person outside the United States; and
                                                       (b)   the person giving such instruction has confirmed that (x) it has the authority to give such
                                                             instruction and either (y) has investment discretion over such account or (z) is an
                                                             investment manager or investment company that, in the case of each of (y) and (z), is
                                                             acquiring the Open Offer Shares in an ‘‘offshore transaction’’ within the meaning of
                                                             Regulation S; and
(iv) such person is not acquiring the Open Offer Shares with a view to the offer, sale, resale,
     transfer, delivery or distribution, directly or indirectly, of any Open Offer Shares into the United
     States, any Excluded Territory or any other jurisdiction referred to in (ii) above.
The Company reserves the right to reject any USE Instruction sent from the United States or any of
the Excluded Territories or by a CREST Member who is acting on a non-discretionary basis for the
account or benefit of a person located within the United States or an Excluded Territory or any
other jurisdiction where it is unlawful to make or accept an offer to subscribe for Open Offer Shares
in respect of the Open Offer.

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6.6 Waiver
The provisions of this paragraph 6 and of any other terms of the Open Offer relating to Overseas
Shareholders may be waived, varied or modified as regards specific persons or on a general basis by
the Company, in its absolute discretion (but subject to the provisions of the Placing Agreement) in
consultation with the Joint Global Co-ordinators. Subject to this, the provisions of this paragraph 6
supersede any terms of the Open Offer inconsistent herewith. References in this paragraph 6 to the
Shareholders shall include references to the person or persons executing an Application Form and, in
the event of more than one person executing an Application Form, the provisions of this paragraph 6
shall apply to them jointly and to each of them.

7.    Withdrawal rights
Persons wishing to exercise or direct the exercise of statutory withdrawal rights pursuant to section
87Q(4) of the FSMA after the issue by the Company of a prospectus supplementing this Prospectus
must do so by lodging a written notice of withdrawal (which shall not include a notice sent by
facsimile or other form of electronic communication) within two Business Days commencing on the
Business Day after the date on which the supplementary prospectus is published. The withdrawal
notice must include the full name and address of the person wishing to exercise statutory withdrawal
rights and, if such person is a CREST member, the participant ID and the member account ID of
such CREST member. The notice of withdrawal must be deposited by hand (during normal business
hours only) to Equiniti Limited, Corporate Actions, Holm Oak, Holm Oak Business Park, Woods
Way, Goring by Sea, Worthing, West Sussex BN12 4FE or by post to Equiniti, Aspect House,
Spencer Road, Lancing BN99 6DA (please call the Shareholder Helpline on 0871 384 2889, calls to
this number are charged at 8 pence per minute plus your service provider’s network extras, other
telephone provider costs may vary, (or, if you are calling from outside the United Kingdom, +44 121
415 0269) for further details) in each case so as to be received within the period of two Business
Days after the date on which the supplementary prospectus was published. The notice of withdrawal
will be deemed to be received upon posting to or deposit with the Registrar. Notice of withdrawal
given by any other means or which is deposited with the Registrar after expiry of such period will
not constitute a valid withdrawal, provided that the Company will not permit the exercise of
withdrawal rights after payment by the relevant person for the Open Offer Shares applied for in full
and the allotment of such Open Offer Shares to such person becoming unconditional save to the
extent required by statute. In such event, Shareholders are advised to seek independent legal advice.

8.   Admission, settlement and dealings
The result of the Open Offer is expected to be announced on 26 November 2009. Application will be
made to the UK Listing Authority for the New Ordinary Shares to be admitted to the Official List
and application will be made to the London Stock Exchange for the New Ordinary Shares to be
admitted to trading on the London Stock Exchange’s main market for listed securities. It is expected
that Admission will become effective and that dealings in the New Ordinary Shares, fully paid, will
commence at 8:00 a.m. on 30 November 2009.
The Existing Ordinary Shares are already admitted to CREST. No further application for admission
to CREST is accordingly required for the New Ordinary Shares. All such shares, when issued and
fully paid, may be held and transferred by means of CREST.
Open Offer Entitlements held in CREST are expected to be disabled in all respects after 11:00 a.m.
on 24 November 2009 (the latest date for applications under the Open Offer). If the condition(s) to
the Open Offer described above are satisfied, Open Offer Shares will be issued in uncertificated form
to those persons who submitted a valid application for Open Offer Shares by utilising the CREST
application procedures and whose applications have been accepted by the Company. On 30 November
2009, the Registrar will instruct Euroclear to credit the appropriate stock accounts of such persons
with such persons’ entitlements to Open Offer Shares with effect from Admission (expected to be
30 November 2009). The stock accounts to be credited will be accounts under the same CREST
participant IDs and CREST member account IDs in respect of which the USE Instruction was given.
Notwithstanding any other provision of this Prospectus, the Company reserves the right in
consultation with the Joint Global Co-ordinators to send Qualifying CREST Shareholders an
Application Form instead of crediting the relevant stock account with an Open Offer Entitlement,
and to allot and/or issue any Open Offer Shares in certificated form. In normal circumstances, this
right is only likely to be exercised in the event of any interruption, failure or breakdown of CREST

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(or of any part of CREST) or on the part of the facilities and/or systems operated by the Registrar
in connection with CREST.
For Qualifying Non-CREST Shareholders who have applied by using an Application Form, share
certificates in respect of the New Ordinary Shares validly taken up are expected to be despatched by
post by 7 December 2009. No temporary documents of title will be issued and, pending the issue of
definitive certificates, transfers will be certified against the UK share register of the Company. All
documents or remittances sent by or to applicants, or as they may direct, will be sent through the
post at their own risk. For more information as to the procedure for application, Qualifying Non-
CREST Shareholders are referred to paragraph 4.1 (‘‘If you have an Application Form in respect of
your entitlement under the Open Offer’’) of this Part III: ‘‘Terms and Conditions of the Open Offer’’
and their respective Application Form.

9.    Times and dates
The Company shall, in agreement with the Joint Global Co-ordinators, and after consultation with its
financial and legal advisers, be entitled to amend the dates that Application Forms are despatched or
amend or extend the latest date for acceptance under the Open Offer and all related dates set out in
this Prospectus and in such circumstances shall notify the UKLA, and make an announcement on a
Regulatory Information Service approved by the UKLA and, if appropriate, by Shareholders but
Qualifying Shareholders may not receive any further written communication.
If a supplementary prospectus is issued by the Company two or fewer Business Days prior to the
latest time and date for acceptance and payment in full under the Open Offer specified in this
Prospectus, the latest date for acceptance under the Open Offer shall be extended to the date that is
three Business Days after the date of issue of the supplementary prospectus (and the dates and times
of principal events due to take place following such date shall be extended accordingly).

10. Taxation
Certain statements regarding United Kingdom taxation in respect of the New Ordinary Shares and
the Open Offer are set out in Part IX: ‘‘Taxation’’ of this Prospectus. Shareholders who are in any
doubt as to their tax position in relation to taking up their entitlements under the Open Offer, or
who are subject to tax in any jurisdiction other than the United Kingdom, should immediately
consult a suitable professional adviser.

11. Further information
Your attention is drawn to the further information set out in this Prospectus and also, in the case of
Qualifying Non-CREST Shareholders and other Qualifying Shareholders to whom the Company has
sent Application Forms, to the terms, conditions and other information printed on the accompanying
Application Form.

12. Governing law
The terms and conditions of the Open Offer as set out in this Part III: ‘‘Terms and Conditions of the
Open Offer’’ and, where applicable, the Application Form shall be governed by, and construed in
accordance with, English law (including, without limitation, any non-contractual obligations arising
out of or in connection with the Open Offer and, where appropriate, the Application Form). The
New Ordinary Shares will be created and issued pursuant to the Companies Act and shall be subject
to the rights as set out in the Memorandum and Articles.

13. Jurisdiction
The courts of England and Wales are to have exclusive jurisdiction to settle any dispute which may
arise out of or in connection with the Open Offer, this Prospectus or the Application Form including,
without limitation, disputes relating to any non-contractual obligations arising out of or in connection
with the Open Offer, this Prospectus or the Application Form. By taking up Open Offer Shares by
way of their Open Offer Entitlement in accordance with the instructions set out in this Prospectus
and, where applicable, the Application Form, Qualifying Shareholders irrevocably submit to the
jurisdiction of the courts of England and Wales and waive any objection to proceedings in any such
court on the ground of venue or on the ground that proceedings have been brought in an
inconvenient forum.



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                                                               PART IV

                                                       DESCRIPTION OF THE GROUP

1.    Overview of the Group
Yell is a leading international classified advertising publisher operating in the United Kingdom, the
United States, Spain and Latin America, specifically Argentina, Chile and Peru. The Group seeks to
generate business leads for its 1.6 million advertising customers by introducing consumers to them
through an integrated portfolio of simple-to-use, cost-effective advertising products.

The Group provides comprehensive advertising opportunities to SMEs across multiple media channels
through its print, internet and mobile-based products. The Group’s print products include business-to-
consumer printed classified directories, which are known in the United Kingdom as Yellow Pages; in
                                                                         ´
the United States as Yellowbook; in Spain, Argentina and Peru as Paginas Amarillas; and in Chile as
                            ´
Las Amarillas de Publiguıas. In the year ended 31 March 2009, the Group produced over 1,250
classified directory editions that reached nearly 180 million homes and businesses. The Group’s
expanding range of internet products include online directories and SEM and SEO solutions for
advertising customers. The Group’s key websites include Yell.com (United Kingdom),
                                                                      ´
Yellowbook.com (United States), PaginasAmarillas.es (Spain), PaginasAmarillas.com.ar (Argentina),
                            ´
Amarillas.cl (Chile) and PaginasAmarillas.com.pe (Peru). At 30 September 2009, the Group had over
700,000 searchable advertisers, including 211,000 in the United Kingdom, 361,000 in the United States
and 137,000 in Spain. The Group also offers mobile-based products, including operator-assisted
telephone directory services, featuring business and residential listings, in the United Kingdom (118 24
7), Spain (11888) and Chile (007 222).

The Group’s revenue was £2,397.9 million for the year ended 31 March 2009 (£2,218.7 million for the
year ended 31 March 2008) and £982.8 million for the six months ended 30 September 2009 (£1,023.2
million for the six months ended 30 September 2008). For the six months ended 30 September 2009,
the Group’s revenue by region was 31 per cent. Yell UK (which operates in the United Kingdom), 51
per cent. Yellowbook (which operates in the United States) and 18 per cent. Yell Publicidad (which
operates in Spain and Latin America).


2.    Industry overview
Directory publishing is a sub-sector of the classified advertising industry. Classified directory
publishing companies seek to generate high quality business leads for SMEs, and in this respect, the
Group competes with many forms of advertising. Printed directories have long served as an effective
tool for SMEs seeking to advertise their products and services to consumers in their local area.
Classified directories offer attractive value to advertisers because of their broad household reach and
transaction-oriented audience. Given many directory users have already made a decision to purchase a
particular product or service, the Group believes that classified directory advertising often has a
higher probability of leading to a purchase than other traditional forms of advertising, such as direct
mail, telemarketing and television, and therefore represents a cost-effective advertising solution for
businesses.

In addition to printed directories, consumers are increasingly using a wider variety of channels to find
local businesses. Technological developments and the fast adoption of mobile and broadband
communications have transformed the way consumers search for and access information about local
businesses. Classified directory publishers have responded to this trend by extending their product
offering to include internet-based directory services and mobile-based directory assistance services,
which are accessible through computers and handheld devices.

Scale plays an important role in classified advertising. Advertisers aim to reach as wide a potential
customer base as possible while consumers want a listing of local businesses that is as exhaustive as
possible. A key characteristic of the classified directories business is the ‘‘virtuous circle’’ model.
Namely, the greater the number of advertisers that advertise in a directory, the more useful it
becomes to users. Users refer to the directory more frequently in their search for a business, which in
turn provides more business leads, and therefore better value to advertisers, who are thus encouraged
to pay more for advertising.

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The Group believes that classified directory advertising businesses, such as Yell, have historically been
characterised by strong cash flow generation, relatively low capital expenditure requirements and a
relatively stable advertiser base. In addition, given the importance of classified directory advertising to
a broad and relatively stable base of SMEs, the Group believes that the classified directories business
is more resilient in periods of economic downturn than many other forms of advertising.

3.   Competitive strengths of the Group
The Board believes that the Group has a number of key strengths, including:

*                                                        Leading positions in the classified directory advertising sector in the United Kingdom, the United States,
                                                         Spain and Latin America
                                                         Yell is a leading provider of classified directory advertising in the United Kingdom, Spain,
                                                         Chile, Peru and Argentina. It is also the largest independent classified directory publisher in the
                                                         United States with operations in 48 of the 50 states and the District of Columbia. In the United
                                                         States, Yellowbook has a 61 per cent. revenue share of the independent market,3 a 14 per cent.
                                                         revenue share of the total US directory market,4 and the second largest share of national usage
                                                         with 21 per cent.5 In the United Kingdom, the Group is the largest printed directory publisher
                                                         and 79 per cent. of adults use Yellow Pages directories.6 In Spain, the Group estimates that it
                                                         has approximately 85 per cent. of the printed directory market and believes it has 80 per cent.
                                                         of the online directory market. The Board believes that the Group’s geographical coverage,
                                                         together with its experienced and highly-trained sales force, brand recognition, established
                                                         relationships with advertisers and extensive industry knowledge provide an attractive proposition
                                                         for advertisers and a strong base for the long-term development of its business.

*                                                        Strong relationships with a wide, diverse and loyal customer base
                                                         The Group has 1.6 million customers across a diverse range of SMEs. The Group acts as an
                                                         outsourced ‘‘sales and marketing department’’ for many of its SME customers, who often
                                                         receive many of their business leads through advertisements placed in the Group’s products. The
                                                         Board believes that the Group’s experienced and highly-trained sales force will enable it to
                                                         maintain and strengthen close relationships with its customers. The Board also believes these
                                                         strong relationships have allowed Yell to build and maintain a comprehensive database of
                                                         customer information and content which gives it a significant advantage over other advertising
                                                         media.
                                                         In the current economic climate, SMEs have been reducing their advertising expenditure, but
                                                         have generally continued their relationships with the Group. The Group believes the strength of
                                                         these relationships is evidenced by the Group’s strong retention rates for advertising customers,
                                                         who continue to demonstrate high levels of customer loyalty despite the economic downturn.
                                                         During the year ended 31 March 2009, advertiser retention rates in the Group’s UK, US and
                                                         Spanish printed directories, were 73 per cent., 68 per cent. and 78 per cent., respectively.

*                                                        Extensive field and telephone sales forces, expertly supported, targeted and incentivised
                                                         The Group’s products are offered to advertising customers by a team of over 6,300 sales
                                                         consultants who have direct contact with customers, maintaining and supporting the strong
                                                         relationship-based service the Group offers. The sales consultants are trained to market
                                                         comprehensive advertising solutions across all of the Group’s products and are believed to have
                                                         built up specialised insight into the printed directories market. The Group uses sophisticated
                                                         techniques to incentivise and manage its sales force to efficiently and effectively target potential
                                                         sales leads and offer the most appropriate advertising solutions to its customers, depending on
                                                         the preference and behaviour of consumers.

*                                                        Channel-neutral approach delivering widely-used, high value advertising solutions for SMEs
                                                         Directories (both print and online) are simple to use and are frequently used by a wide variety
                                                         of consumers and businesses to search for a broad range of products and services. The Group
                                                         believes that classified directory advertising is a key advertising medium for SMEs because it is

3                                                      Source:   BIA/Kelsey, October 2009.
4                                                      Source:   BIA/Kelsey, October 2009.
5                                                      Source:   Association of Directory Publishers, 2009.
6                                                      Source:   Saville Rossiter-Base 2008-2009 (March 2009).

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                                                         generally recognised as a cost-effective and targeted form of advertising. The Group seeks to
                                                         ‘‘prove value’’ to its advertising customers by including unique local phone numbers in its
                                                         advertising displays that allow all resulting calls to be logged and tracked. Return on investment
                                                         remains high in both the Group’s print and internet products.7 In the United Kingdom in the
                                                         year ended 31 March 2009, for example, every £1 spent on Yellow Pages advertising generated,
                                                         on average, £25 of new business for advertising customers.8 In the United Kingdom, 57 per
                                                         cent. of Yellow Pages leads result in an intention to purchase or a purchase.9 In the United
                                                         States, 86 per cent. of classified directory leads result, or are likely to result, in a purchase10 and
                                                         in Spain, 67 per cent. of Paginas Amarillas leads result in a purchase.11
                                                                                     ´
                                                         As consumers are using a wider variety of channels to search for local businesses, SMEs are
                                                         looking for simple ways to increase their exposure on the internet and to exploit its potential
                                                         power as an advertising and promotional medium. The Group understands that its SME
                                                         advertising customers typically lack the time, expertise and resources to devise complex internet
                                                         advertising strategies involving keyword selection, SEM, SEO and many other techniques
                                                         necessary to gain prominence and to effectively target consumers. The Group, with its strong
                                                         sales force, close customer relationships, extensive databases and solid customer service
                                                         processes, believes it is well placed to put buyers in touch with sellers through its internet
                                                         products. Consequently, the Group has been able to grow its internet business with online traffic
                                                         for the six months ended 30 September 2009, growing by 2.0 per cent. in the United Kingdom
                                                         (measured by unique users), by 2.9 per cent. in the United States (measured by unique visitors)
                                                         and by 14.3 per cent. in Spain (measured by unique users), each as compared to the same
                                                         period in the prior year.12 The Group’s internet revenue has therefore experienced rapid growth,
                                                         accounting for 20.4 per cent. of total revenue in the six months ended 30 September 2009, as
                                                         compared to 14.9 per cent. in the six months ended 30 September 2008.

*                                                        Excellent brand recognition
                                                         Brand recognition is key to making Yell a trusted business that is attractive to both consumers
                                                         and advertisers. The Group believes it has achieved excellent brand recognition through effective
                                                         advertising and strong promotional campaigns in the markets in which it operates. Yellow Pages
                                                         and Yell.com have been named in the top 50 Best of British Brands 2009.13 In the United
                                                         States, the Group has invested heavily in the Yellowbook brand over the years and has achieved
                                                         strong brand awareness, which outranks that of Idearc, AT&T and Dex.14 The Group believes
                                                         its strong brand recognition in printed directories contributes to the growth of its internet
                                                         products.

*                                                        Strong cash generation with cash conversion of 89.5 per cent. or more from adjusted EBITDA
                                                         Despite difficult economic conditions and the resulting decline in consumer activity and
                                                         advertising revenue, the cash generation of the Group remains very strong with 89.5 per cent. of
                                                         adjusted EBITDA in the year ended 31 March 2009 converted to operating cash flow of £730.2
                                                         million15 and 134.7 per cent. of adjusted EBITDA converted to operating cash flow of £399.8
                                                         million for the six months ended 30 September 2009.
*                                                        Proven management team
                                                         Each of the Group’s senior management has, on average, more than 20 years experience in
                                                         either directory advertising or media and communications businesses more generally. The team
                                                         has both substantial experience and a successful track record of operating the Group, delivering
                                                         organic revenue growth, implementing ongoing efficiency gains and making and integrating
                                                         acquisitions. For more information on the Group’s management, see Part X: ‘‘Additional
                                                         Information’’ of this Prospectus.



7                                                      Source: Saville Rossiter-Base 2008-2009 (March 2009).
8                                                      Source: Saville Rossiter-Base 2008-2009 (March 2009).
9                                                      Source: Saville Rossiter-Base 2008-2009 (March 2009).
10                                                     Source: 2009 Yellow Pages Association Industry usage study.
11                                                     Source: YP Usage Tracking, GFK 2008.
12                                                     Source: ABCe, September 2009, ComScore, September 2009 and OJD, September 2009, respectively.
13                                                     Source: Brand Finance, June 2009
14                                                     Source: Proprietary March 2009 research by InsightExpress.
15                                                     Operating cash flow is adjusted EBITDA plus the change in working capital minus capital expenditure.

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4.   Objectives and strategy of the Group
The key objectives and strategies of the Group are:

*                                                      Leverage ‘‘one stop shop’’ multi-channel platform to become the best provider of quality business leads
                                                       for SMEs
                                                       The Group believes that its close customer relationships and experienced sales force allow it to
                                                       deliver business leads through any combination of print, internet and mobile search channels,
                                                       and to provide its SME customers a particular advantage in today’s fragmenting usage market.
                                                       The Group understands its SME advertising customers typically lack the time, expertise and
                                                       resources to devise complex internet, print or mobile-based advertising strategies. Advertising
                                                       customers can therefore rely on the Group’s expertise to gather the relevant content from them
                                                       and to advise on which media will ensure their advertisements target and reach the right
                                                       consumers. As well as generating leads through its own products, the Group intends to continue
                                                       to deliver additional value by helping SMEs manage their online marketing and maximise their
                                                       exposure on major search engines. The Group believes its strategic alliance with Google enables
                                                       the Group to assist its customers in positioning their advertisements more prominently on major
                                                       search engines, generating more business leads for its advertising customers.

*                                                      Maintain and prove value to further improve customer retention
                                                       The Group believes that its products provide attractive value in terms of generating business
                                                       leads, which is reflected in the Group’s robust customer retention rates across all the regions in
                                                       which it operates despite a difficult consumer spending and advertising market. The Board
                                                       believes that continued investment in product development and marketing together with its focus
                                                       on moving towards a multi-channel continuous contact sales model will allow the Group to
                                                       maintain and increase usage across its products. The Group also intends to continue to invest in
                                                       technology that enables it to demonstrate the effectiveness of its products and so improve its
                                                       customer retention and increase its market share. For example, the Group has significantly
                                                       increased the number of unique phone lines available to its customers. These lines allow
                                                       resulting calls to be logged and tracked, enabling the Group to demonstrate to its customers the
                                                       effectiveness of each advertisement. In the United States, over 10 per cent. of all Yellowbook
                                                       advertisers have metered phone lines and, in the United Kingdom, metered calls are supporting
                                                       both customer retention and improving average revenue per advertiser, with over 124,000 Yellow
                                                       Pages advertisements containing a metered telephone number. In the online market,
                                                       measurement of click-through rates and calls is facilitating the production of verifiable data to
                                                       further demonstrate the value of the Group’s products to its customers.

*                                                      Deliver value from new technologies and assist the migration of SMEs online
                                                       The Group intends to continue to develop new technologies and platforms, assist its clients in
                                                       increasing their online presence and leverage the value that new technology can bring to its
                                                       existing products and processes. The Group has invested and continues to invest in online
                                                       technologies, and the Group believes the success of this investment is evidenced by the growth
                                                       of its internet revenue (37.8 per cent. in the year ended 31 March 2009 and 16.9 per cent. for
                                                       the six months ended 30 September 2009, both as compared to the same period for the previous
                                                       year, in each case, at constant exchange rates). The Group intends to continue to invest in its
                                                       ability to deliver quality business leads to its advertising customers through existing and
                                                       emerging media channels. For example, over the last 18 months the Group has further
                                                       developed its mobile search capabilities, making its data more easily accessible on an increasing
                                                       number of hand-held devices. In addition, the inclusion of bar codes in its print advertising that
                                                       can be read by mobile phones and other devices, which link the directory user directly to
                                                       relevant online materials, is an example of how the Group is applying new technologies to add
                                                       value to its traditional print products.

*                                                      Continue to focus on operational and sales efficiency
                                                       The Group intends to continue to improve the efficiency of its sales teams while maintaining the
                                                       recent improvements made to its cost structure. Measures being implemented to enhance sales
                                                       efficiency include devoting fewer resources to targeting new advertising customers, who the
                                                       Group believes are less likely to generate repeat business, and rescheduling printing runs to
                                                       improve capacity. In addition, the Group has increased the level of automation, allowing sales
                                                       consultants to spend more time with advertising customers and to meet more advertising

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                                                       customers per day. In line with these recent initiatives, the Group also intends to maintain an
                                                       efficient cost base, through a continued focus on streamlining back office functions and overall
                                                       process efficiency.

5.   Industry trends
Set out below are the key trends in the classified directory advertising industry, each of which forms
part of the overarching drive in the industry to generate business leads for advertising customers
regardless of channel:
*                                                      Fragmenting usage market
                                                       Technological developments and the fast adoption of mobile and broadband communications
                                                       have transformed the way consumers search for and access information about local businesses.
                                                       Customers are using a wider variety of channels, in addition to printed directories, to search for
                                                       information about local businesses. As a result, businesses are increasingly targeting these
                                                       consumers through new channels of advertising and classified advertising publishers are adapting
                                                       their product offerings accordingly.
*                                                      Print product development
                                                       Classified directory publishing companies are adapting print products to take advantage of
                                                       changes in technology and user preferences. For example, bar codes have been used in books to
                                                       create a bridge between print and mobile users and the books themselves are being made smaller
                                                       in size in a move to reduce costs and environmental impact, and also to make the directories
                                                       easier to use and retain.
*                                                      Value transparency
                                                       The development of online directory products is prompting the emergence of additional revenue
                                                       models and an increased focus on transparent proof of value. This transparency has led
                                                       directory companies to offer ‘‘pay-for-performance’’ revenue models and demonstrate the usage
                                                       of all products through call monitoring and research. They are also reassessing their pricing and
                                                       sales models to more value-based propositions. This continues to take several forms, such as
                                                       unbundling internet from print product sales in order to sell advertisements on this more
                                                       transparent value basis, as well as discounting print directory pricing on a regional or tiered
                                                       structure to drive customer acquisition. Bundling products together at a discounted portfolio
                                                       rate is another approach, as the industry recognises the fragmenting usage market and the
                                                       importance of providing leads to advertisers across all available channels.
*                                                      Cross-media partnerships
                                                       Classified directory publishing companies are starting to further leverage their sales forces to
                                                       capitalise on their unique ability to enter into successful reseller partnerships for search engines
                                                       and other media companies. Other more traditional media such as TV, radio and local and
                                                       regional press have been unable to successfully engage in this activity, and thus the classified
                                                       directory publishing companies have been able to grow market share.
*                                                      Evolution of demand for telephone and mobile services
                                                       Usage behaviour is also being affected by an increasing number of people searching for
                                                       information through mobile devices. The penetration of mobile broadband and the affordability
                                                       of smart phones are supporting the emergence of a mobile search market, which, the Group
                                                       believes is opening new growth avenues for classified advertising companies.

6.    Competition
The classified advertising industry is highly competitive. The Group competes with many different
advertising media, including other classified-directory publishers, newspapers, radio, television, tele-
marketing services and other providers of internet advertising products, for a share of the advertising
budgets of businesses. As businesses generally allocate their advertising budgets according to the
perceived effectiveness of different media, the Group believes that proving the value of its advertising
products to its customers will enable it to maintain and grow its market share.
The Group is the largest publisher of classified directory advertising in the United Kingdom. Other
printed and online classified directory publishers in the United Kingdom include BT and Thomson. In
April 2007, the Group gave undertakings to the UK Competition Commission in respect of its
printed directories in the United Kingdom, which limit any annual price change to a percentage equal
to the inflation rate as measured by RPI. This reduction from the price cap of RPI minus 6 per cent.,

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which previously applied to the Group’s UK printed directories, gives the Group an opportunity to
develop more flexible pricing structures with which to attract new customers, retain business from
repeat advertisers, grow the business from advertisers seeking more services and, as a result, increase
its revenue.
Yellowbook is the oldest and largest independent classified directory publishing company in the
United States, competing with both large incumbent publishers such as AT&T, R.H. Donnelley and
Idearc (the ‘‘incumbents’’) and smaller independent publishers. Between 1999 and 2007, Yellowbook
grew significantly, both organically and through acquisitions. The Group believes that Yellowbook’s
pricing and superior service levels enabled it to take market share, mainly from the incumbents. In
2007, the competitive environment changed, as the newly-floated incumbent publishers began to
launch new directories and reduce prices. At the same time, independent publishers began to launch
competitive directories and the level of Yellowbook’s growth slowed. Since 2007, economic conditions
in the United States have taken their toll on the classified advertising market, although Yellowbook
achieved positive organic revenue growth until the first quarter of the year ended 31 March 2009. The
market remains intensely competitive, but Idearc and R.H. Donnelley, two large incumbent
publishers, have filed for Chapter 11 bankruptcy and many smaller independent publishers are
believed to be either delaying publications or withdrawing from the market.
Yell Publicidad believes it is the leading classified directory publishing company in Spain and
estimates that it has an 85 per cent. share of the market. QDQ Media S.A.U is the only other
national directories publisher in Spain with approximately 10 per cent. market share.16
The internet has become increasingly accessible as an advertising medium for businesses of all sizes
and more widespread use of the internet and wireless devices by consumers has resulted in new
technologies and services that compete with the Group’s printed directories and internet products for
advertising expenditure. In addition to the online directory websites of other yellow pages directory
publishers, such as ThomsonLocal.com, Superpages.com (provided by Idearc) and YellowPages.com
(provided by AT&T), the Group considers its primary online competition to be the major internet
search engines, such as Google and Yahoo!. While internet search engines have been successful in
building revenue in certain areas, the majority of this revenue is generated by large media buyers. The
Group believes that internet search engines have not yet been able to penetrate the Group’s main
customer base of SMEs, as they generally lack the time, resources and expertise to manage their own
SEM or SEO programmes. In addition, the Group has thousands of sales consultants calling or
visiting SMEs on at least an annual basis, while the search engines, which are primarily technology
companies, rely on their advertising customers searching for them or on a resale of customer data by
a directory publishing company. The Group also competes with a number of online search providers
offering SEM and SEO solutions and local search agencies, such as Reach Local, for advertising
customers. Unlike these agencies, the Group benefits from a large and highly-trained sales force,
established customer relationships, strong national brands and extensive industry knowledge which
enable it to compete for advertising customers in all of its markets, regardless of media.

7.    History of the Group
The first UK Yellow Pages classified directory was produced by the General Post Office in 1966 for
the town of Brighton. In 1984, the UK Yellow Pages business became part of the BT Group and, in
1999, Yellowbook was purchased by the BT Group for $665 million. In 2001, the UK Yellow Pages
business and Yellowbook were bought by private equity firms, Apax Partners and Hicks, Muse, Tate
& Furst, from BT for £2.1 billion and became the Yell Group.
Since 2001, the Yell business has grown principally through a series of acquisitions in the United
States and, more recently, in Spain and Latin America. Yell’s acquisition strategy has sought to take
advantage of the fragmented classified directories market, particularly in the United States. In April
2002, Yell doubled its US footprint with the purchase of McLeodUSA Media Group for $600
million. A series of acquisitions of smaller directory publishers not affiliated with any of the
incumbents followed, which helped Yellowbook to expand its geographic coverage and strengthen its
market presence. In December 2002, Yell acquired the National Directory Company based in
California.
On 15 July 2003, Yell Group plc was floated on the London Stock Exchange. Following its IPO, Yell
continued to grow through other acquisitions. In 2004, Yell acquired Feist Publications Inc. and, in
2005, Yell acquired TransWestern Holdings L.P. for $1.5 billion, extending its geographic coverage to

16 Yell Publicidad internal estimate.

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forty-eight states and the District of Columbia. In 2006, Yell acquired Clarke Directory Publications
Inc.
                                                                                  ´
In 2006, Yell also acquired 94.25 per cent. of the share capital of Telefonica Publicidad e
         ´                                                               ´
Informacion, S.A. (subsequently renamed Yell Publicidad) from Telefonica S.A. (‘‘Telefonica’’) for
                                                                                      ´
A2,939.8 million. The remaining interest in Yell Publicidad was acquired in 2007.
In 2008, Yell acquired the business of Pindar Set Limited (which has subsequently been renamed Yell
Adworks), a pre-press business in the United States, the United Kingdom, Spain and India.
Today, Yell UK is the largest provider of classified directory advertising in the United Kingdom; Yell
Publicidad is the leading provider of classified directory advertising services in Spain, Argentina, Chile
and Peru; and Yellowbook is the largest independent classified directory publishing company in the
United States. Yell continues to build its internet products (and, in particular, remains focused on
serving its SME customers looking to increase their exposure on the internet).

8.                                                       Business of the Group
Printed directories
A key area of Yell’s business is the sale of advertising in, and the preparation and publication of,
classified directories. The Group believes that printed directories continue to generate a significant
number of leads and therefore value for advertisers. Research shows that classified directories are still
used by 85 per cent. of adults in the United States17 and that in the United Kingdom, advertisers on
average see a £25 return for every £1 they spend with Yellow Pages.18
The Group believes that printed directories are also of a very high lead-generating quality with a high
proportion of leads resulting in a purchase. Yell’s print products continue to be an effective forum
for generating leads: in the United Kingdom, 57 per cent. of Yellow Pages leads result in an intention
to purchase, or a purchase;19 in the United States, 86 per cent. of leads result, or are likely to result,
in a purchase;20 in Spain, 67 per cent. of Paginas Amarillas leads result in a purchase.21
                                            ´
Print usage and, therefore, value is also supported by new features such as restaurant menus, coupons
and bar codes that can be read by mobile phones, as well as through changes in the size and layout
of the books.

The internet business
Yell seeks to provide channel-neutral advertising solutions for its SME customers, who typically lack
the time and resources necessary to effectively target and reach the right consumers. The Group
believes that Yell’s sales teams help to capture and create searchable online content which generates
highly-relevant and highly-targeted results for local search users. The Group seeks to deliver leads to
customers through its own websites as well as through SEO and SEM.
In the United States and the United Kingdom, Yell has developed new products which display
customers’ advertisements on other relevant websites. Search Marketing Service in the United
Kingdom and WebReach in the United States offer a comprehensive service to SMEs which helps
them to manage their online marketing and exposure on all of the major search engines.

Yell’s markets by region
Yell is active in the following markets:

The United Kingdom
For the six-month period ended 30 September 2009, Yell UK generated revenue of £206.6 million
through its printed directories business (which consists of the Yellow Pages) and £87.3 million
through its online business (which consists of Yell.com). For the same period, Yell UK contributed
31 per cent. to the Group’s revenue (21 per cent. attributable to the printed directories business and 9
per cent. attributable to the online business).

17                                                     2009 Yellow Pages Association Industry usage study.
18                                                     Saville Rossiter-Base 2008-2009 (March 2009).
19                                                     Saville Rossiter-Base 2008-2009 (March 2009).
20                                                     2009 Yellow Pages Association Industry usage study.
21                                                     Yellow Pages usage tracking, GFK 2009.

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Yellow Pages
Yellow Pages is the printed business-to-consumer classified directory covering the whole of the United
Kingdom. In the year ended 31 March 2009, Yellow Pages published 104 editions and distributed
more than 26 million copies to homes and businesses. Yellow Pages helps generate, on average, over
£1 billion worth of new business revenue for its advertising customers.22 For the year ended 31 March
2009, Yell UK had 390,000 unique print advertisers (compared to 434,000 for the year ended
31 March 2008).
The Yellow Pages offers businesses in the United Kingdom a ‘‘free line entry’’ (a listing on a
discretionary basis at no charge) in the relevant edition of the Yellow Pages directories. Yell UK
maintains the details of businesses on its database, which provides a valuable source of information
on the local business communities for all regions of the United Kingdom.
A range of paid advertising options are available in the Yellow Pages directories. Businesses can
choose from a range of advertisement sizes and types, including full-and part-colour options and
specially-prepared graphics. Yell UK offers artwork services to its directory advertisers through its
Yell Adworks business.

Yell.com
Yell.com is Yell UK’s online advertising medium, featuring around 2.3 million business listings and
searchable advertising from around 211,000 advertisers at 30 September 2009. Launched in 1996,
Yell.com is a leading website for finding businesses, shops and services in the United Kingdom.
Yell.com’s revenue grew by 8.7 per cent. to £87.3 million for the six months ended 30 September
2009 from the same period in the prior year. Internet revenue accounted for 28.6 per cent. of total
UK revenue for the six months ended 30 September 2009 (23.8 per cent. in the year ended 31 March
2009). Yell.com aims to provide quick, accurate search results using company name, location, business
type, product or service as search criteria. Yell believes that its relationship with such a broad range
of SMEs enables better content capture than many competitors, thus improving usability as well as
value to the advertising customer.
Products offered on Yell.com include a range of advertising options, from basic listings to website
creation and pay-for-performance advertising. Yell.com also offers advertisement syndication, whereby
advertisers’ details are promoted across partner websites, vastly extending their reach on the internet.
Yell also uses SEM and SEO technology, so that its customers’ advertisements and websites appear
high in the results of general search engines. Yell.com provides several additional features to users,
such as blogs, ratings, reviews and maps, which allow the user to zoom in or out of localities and a
personal Yell.com address book to keep a record of businesses regularly used by the consumer. These
products are designed to generate sales leads for advertising customers by enabling consumers and
businesses to identify appropriate suppliers of goods and services and by facilitating contact between
consumers and businesses.
In May 2009, Yell announced a strategic alliance with Google to provide sophisticated, managed
search marketing services to Yell’s base of more than 430,000 SMEs (at 30 September 2009) in the
United Kingdom. As a result of the alliance, Yell became a Google Adwords authorised reseller. The
agreement is a significant development of Yell UK’s online business and has further strengthened its
position as a leading source of new business leads and sales enquiries for UK businesses.

118 24 7
118 24 7 is Yell UK’s telephone-based information service that targets callers seeking information on
businesses and services over the phone. Launched nationally in 1994, the service was initially known
as ‘‘Talking Pages’’ and was replaced by ‘‘Yellow Pages 118 24 7’’ in 2003. Now known simply as
‘‘118 24 7’’, this service provides accurate, up-to-date UK business and residential telephone listings.
118 24 7 was awarded the accolade of ‘‘Best UK Service’’ by Performance House in each of 2004,
2005, 2006 and 2009, the only times that the distinction has been awarded in the United Kingdom.

Yell Adworks
Yell Adworks (formerly Pindar Set) began its operations in 1979 and was acquired by Yell in August
2008. Yell Adworks’ main business is now pre-press work – the design and production of print and
online advertising for the customers of Yell UK, Yellowbook in the United States and Yell

22 Saville Rossiter-Base 2008-2009 (March 2009).


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Publicidad in Spain. Yell Adworks employs over 1,300 people responsible for the design and
production of advertising for the Group’s advertising customers.

The United States
For the six months ended 30 September 2009, Yellowbook generated revenue of $668.6 million
through its printed directories business and $130.2 million through its online business and made a
contribution of 51 per cent. to the Group’s revenue (43 per cent. attributable to the printed
directories business and 8 per cent. attributable to the online business).

Yellowbook
Yellowbook is the largest independent classified directory in the United States with a 61 per cent.
share (by revenue) of the growing independent segment and a 14 per cent. revenue share of the total
US classified directory market (during the 2008 calendar year).23 Yellowbook is the number one
yellow pages brand that comes to mind among US consumers.24 In the year ended 31 March 2009,
Yellowbook published 996 editions of the Yellowbook printed directory and distributed 125 million
copies to homes and businesses in 48 states and the District of Columbia.
The Group believes one of the main contributing factors to Yellowbook’s success is the level of brand
awareness it has in the United States. Yell has invested heavily in the Yellowbook brand over the
years. When last measured, Yellowbook’s brand awareness outranked the awareness of the Idearc,
ATT and Dex brands.25 Yellowbook has the second largest share of national usage with 21 per
cent.26
Yellowbook printed directories offer advertisers a range of paid advertisement types and sizes.
Advertisers may choose to buy bold text, semi-display, a range of display advertisements (including
graphics) and/or premium-location advertisements on the spine and front and back covers of
directories.

Yellowbook.com
Yellowbook.com is Yell’s US online advertising medium, featuring 361,000 advertisers with searchable
content at 30 September 2009. In the year ended 31 March 2009, Yell believes customers increased
their advertising spend, as increased usage became apparent to advertisers, buying higher priority
products to achieve greater prominence online. As a result, annualised revenue per average searchable
advertiser increased by 94.2 per cent. as compared to the year ended 31 March 2008. The
Yellowbook.com website attracted 14.1 million unique visitors in September 2009, representing a 2.9
per cent. increase from the same period in September 2008. Yellowbook generates revenue from
Yellowbook.com by selling a portfolio of online advertising options, including video advertisements,
websites and dynamic banners.
Yellowbook’s fully-managed search engine advertising program, WebReach, allows customers to
promote their business on popular search engines such as Google and Yahoo!. For customers without
their own website, Yell Adworks custom builds a website for their business. Customers are able to set
a monthly budget that is only spent when potential consumers visit their site. Yellowbook targets
consumers by city, region or on a nationwide basis. Customers receive reports on the number of
clicks through to their website and the keywords used to find their business.

Spain
For the six months ended 30 September 2009, Yell Publicidad generated revenue of A105.0 million
through its printed directories business and A27.7 million through its online business and made a
contribution of 15 per cent. to the Group’s revenue (9 per cent. attributable to the printed directories
business and 2 per cent. attributable to the online business).

  ´
Paginas Amarillas
Yell’s main printed product in Spain is the business-to-consumer classified directory, Paginas  ´
Amarillas, which, Yell estimates, has an 85 per cent. share of the directory market and, at 31 March
2009, had 285,000 unique advertisers generating average revenue per advertiser of A881.

23                                                     Source:   BIA/Kelsey, 2009.
24                                                     Source:   Proprietary March 2009 research by InsightExpress.
25                                                     Source:   Proprietary March 2009 research by InsightExpress.
26                                                     Source:   Association of Directory Publishers, 2009.

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                                               ´
Yell Publicidad’s other printed products are ‘Paginas Amarillas para el coche’, a printed directory
                                                           ´
aimed at users who are on the move, and ‘NAN Construccion’, a business-to-business directory for
the construction sector.
During the year ended 31 March 2009, Yell Publicidad published 89 editions and distributed
                          ´                      ´
16 million copies of its Paginas Amarillas and ‘Paginas Amarillas para el coche’.

  ´
Paginas Blancas
                               ´
Yell Publicidad also produces Paginas Blancas (which alphabetically lists the telephone numbers for
                                                       ´
companies and individuals in Spain) on behalf of Telefonica, which is under a regulatory obligation,
as a universal telephone services provider, to produce a telephone directory which contains the
                                                         ´
telephone numbers for individuals living in Spain. The ‘Paginas Blancas’ trademark is owned by Yell
Publicidad.

PaginasAmarillas.es
PaginasAmarillas.es is one of Spain’s leading online directories of businesses, professionals, products
and services and, together with PaginasBlancas.es, features 137,000 advertisers with searchable content
at 30 September 2009. Through its search engine and other online products, PaginasAmarillas.es and
PaginasBlancas.es were accessed by more than 6.4 million users in September 2009. Like the Group’s
other online services, PaginasAmarillas.es generates revenue by selling a portfolio of online advertising
options to businesses.
 PaginasAmarillas.es content is available on mobile telephones that have internet facilities. Yell
 Publicidad also provides access to its directories through handheld devices such as PDAs, via an
 online connection to the wireless network of a mobile operator. The contents of PaginasAmarillas.es,
 PaginasBlancas.es and the street guide are available via interactive television, teletext and videophone.
Other online products include Paginasblancas.es (an online version of the telephone directory service
             ´
provided by Paginas Blancas) and Europages (an online European business directory listing businesses
in Spain and more than 30 other countries).

11888
The Spanish 11888 operator-assisted telephone information service provides residential and business
information to telephone callers. Yell Publicidad took advantage of the liberalisation of telephone
information services in February 2002, enabling it to position its 11888 service at the forefront of the
market, and winning ‘‘Best Spanish Service’’ by Performance House in 2007, the only year the
accolade has been awarded in Spain. According to the latest data published by the Spanish national
telecom regulator, 11888 is a leader in the Spanish market, and the Group believes it has a 46 per
cent. share of calls (for the year ended 31 December 2008).27 In 2008, over 50 million searches were
generated by 11888.

Latin America
Yell is the leading classified directory publisher in Chile, Peru and Argentina. Operations in Latin
America, which has been less affected by the global recession, accounted for 16 per cent. of Yell
Publicidad’s revenue for the six months ended 30 September 2009 and 3 per cent. of total Group
revenue. Internet revenue in Latin America grew by 48 per cent. and 28.1 per cent. for the year
ended 31 March 2009 and the six months ended 30 September 2009, respectively, (on a constant
currency basis), each as compared to the same period in the prior year.

Argentina
Yell Publicidad acquired Telinver, the directory publisher for the south of Argentina in November
2005. In April 2007, Telinver acquired Publicom, the directory publisher for the north of Argentina
and both companies were merged together to form Yell Argentina, now operating under the brand
         ´
name ‘‘Paginas Amarillas’’ and holding almost 100 per cent. share of the Argentinean directories
market.
                                                      ´
In Argentina, the Group’s printed products include Paginas Amarillas (the main brand for all yellow
                                  ´
pages directories in Argentina), Paginas Doradas (the national business-to-business directory in the
                                          ´
North-West region of Argentina) and Paginas Blancas, known as the Alphabetical Directory, (a
commercial, industrial and professional directory containing an alphabetical index of companies who

27 Source: CMT (Spanish Telecommunications Market Commission), July 2009.

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subscribe to any telephone company offering a commercial telephone service) as well as
neighbourhood directories and pocket guides.
                                                      ´
The Group’s principal online product in Argentina is PaginasAmarillas.com.ar, which is available
through the internet and mobile phone applications.

Chile
       ´                                                                               ´           ´
Publiguıas Yell Chile, S.A.’s main printed product in Chile is Las Amarillas de Publiguıas. Publiguıas
                                              ´
Yell Chile, S.A. also sells advertising for Paginas Blancas, known as the Alphabetical Directory,
which it publishes on behalf of the two main telephone network operators.
        ´
Publiguıas Yell Chile, S.A.’s main online product in Chile is Amarillas.cl, which covers the whole of
                                                                  ´
Chile. 007 2222 is the telephone directory assistance service of Paginas Amarillas in Chile.

Peru
         ´                                                         ´
Yell Peru, S.A.C.’s principal commercial directory in Peru is Paginas Amarillas (Peru). Yell Peru, ´
S.A.C. is the only publisher of classified directories that operates throughout Peru and has extensive
experience in the market.
        ´                                           ´
Yell Peru, S.A.C.’s main online product in Peru is Paginasamarillas.com.pe, the online version of the
Group’s commercial directory in Peru, and which is one of the most visited commercial websites in
Peru.

Operations
Publishing cycle of directories
The Group publishes printed directories on a 12-month cycle and in general produces each directory
once every calendar year. The nature of the publishing process means that there is a long lead time
between the first sales activity and final distribution of a directory as selling in a specific directory
typically starts over six months prior to publication. One to two months prior to publication, the
sales activity for a particular directory is stopped and the directories are produced and delivered.
Although the Group recognises its revenue for accounting purposes when each published directory
has been substantially delivered, the lead time of the publishing process gives relatively early visibility
of revenue flows.

Marketing and sales
The Group’s marketing and sales activities include promotion of its brands, direct sales activity and
specific sales promotions.
Brands
                                                                                    ´
The Group promotes the ‘‘Yell’’, ‘‘Yellow Pages’’, ‘‘Yellowbook’’, ‘‘Paginas Amarillas’’,
‘‘PaginasAmarillas.es’’, ‘‘Yell.com’’, ‘‘Yellowbook.com’’, ‘‘118 24 7’’ and ‘‘11888’’ brand names and
other individual products through a variety of media, including television, newspapers, billboards,
magazines, radio publicity and the internet. The Group’s advertising campaigns are designed to
increase brand awareness amongst users of its products and amongst advertisers that advertise in the
Group’s directories and on its websites. The Board believes that the strength of the Group’s brands
has contributed to maintaining the number of advertisers and the volume of advertisements its
advertisers purchase.
Sales force
At 30 September 2009, the Group had a sales force of over 6,300 sales consultants. The Group relies
on its sales force to drive revenue growth in the competitive markets in which the Group operates.
The Group aims to recruit and retain high-quality people through its remuneration, training and
development programmes. The Group’s sales force is divided into three principal groups:
*                                                      Field sales – focus on advertisers for new and repeat medium-sized and large advertisements.
                                                       The Group targets most of its printed directories advertisers through its field sales force.
*                                                      Telephone sales – focus on new and repeat advertisers for smaller advertisements.
*                                                      National account sales – focus on larger businesses that place advertisements in multiple
                                                       directories.
Each of these groups work together in a coordinated fashion within a region and focus their efforts
on specific geographical areas based on the publishing cycles of directories within that region.

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The Group has a sophisticated approach to incentivising the sales force in order to ensure that
appropriate advertising solutions are offered to advertisers by either field or telesales consultants,
depending on the preference and behaviour of the consumers. Typically, revenue per advertiser
increases as the length of the advertiser’s relationship with the Group increases. The Group therefore
focuses on promoting a stable sales force that will build and maintain relationships with advertisers.
To that end, remuneration of the Group’s sales force generally consists of a fixed salary and sales-
based commission, though the specific arrangements vary by region.
The Board believes that the Group has a loyal, mature and highly-trained sales force. The Group’s
sales representatives participate in continuous training programmes and have regular appraisals to
ensure that they are able to give advertisers high-quality service and advice on appropriate advertising
products.
Promotions
As part of its marketing and sales effort, the Group has engaged from time to time in specific
promotional initiatives.
Currently, Yell UK offers a variety of promotions to attract and retain customers, such as free SEO
pages, ‘buy one get one free’ offers for new print customers and ‘try before you buy’ on Yell.com.
In the United States, Yellowbook has introduced several different programmes that allow advertisers
to test the effectiveness of increasing their advertising programme, either across headings, or books, at
a reduced rate. A more recent development in the United States has been the bundling of many of
Yellowbook’s internet and mobile-based products with print advertising to increase digital product
penetration among its customer base. Yellowbook’s pricing strategy is to include colour display
advertisements, prominent Yellowbook.com placement and a video for one price.
Yell Publicidad runs some specific promotional campaigns during the year, which are implemented
according to the business strategy.

Customer service and credit control
The Group’s ability to retain and increase sales to existing advertisers and to increase penetration
amongst potential advertisers is substantially dependent on the quality of its customer service and the
business records and databases it maintains. The Group’s customer service teams maintain and update
its business records and databases by capturing data from lists purchased from telecommunications
companies and from existing advertisers and potential advertisers. The customer service teams enhance
the raw data by contacting businesses, verifying the validity of the data and collecting further
information about the businesses. They also generate sales leads for the Group’s sales force.
The Group’s customer service teams also manage pre- and post-sales order processing, respond to
advertiser enquiries and provide information and support to the sales teams. In addition, the Group’s
customer service teams monitor advertiser cancellations, requests for additional directories and
advertisement errors and determine the types and causes of errors.
The Group’s customer service teams are also responsible for billing and collection. SMEs tend to
have limited financial resources and experience higher failure rates than large businesses. It is a
normal and necessary business practice for the Group to offer credit terms to these customers for
advertising purchases. The Group mitigates the risks of incurring bad debts and longer collection
times through tailored credit vetting procedures. In new markets, the Group accepts higher levels of
customer churn and bad debts because it considers this to be a necessary investment in establishing
an initial presence. However, the diversity and size of the Group’s customer base mitigates the effect
of increases in customer churn and increases in bad debt expenses.
Some of the Group’s bad debt may be written off for a number of reasons such as liquidation,
bankruptcy, voluntary arrangements and death. The Group’s remaining bad debt is written off when
collection efforts are judged to be no longer viable or economical.

Production, pre-press and printing
Pre-press
Pre-press activities are provided primarily by Yell Adworks and include preparing the artwork, format
and layout of advertisements, implementing customer amendments, proof-reading and paginating the
directories. At the end of the pre-press stage, directory pages are sent in digital format to the printers
for printing.



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Printing
The Group outsources the printing for all its directories to a small number of specialist printers. The
following table sets out the Group’s primary printers by geography and the expiration dates of their
current contractual arrangements:
                                                       Printer                          Contract Expiry
Yell UK                                                RR Donnelley & Sons Company                2018
Yellowbook                                             World Color Press Inc.                     2019
Yell Publicidad (Spain)                                Einsa                                      2017
Yell Publicidad (Latin America)                        World Color Press Inc.                     2017
                                                       TAINOL S.A.                                2010

Contracts are awarded after competitive bidding to assure long-term visibility of pricing at
competitive rates. In addition, contracts include continuous improvement clauses covering both cost
and environmental issues.

Distribution
The Group typically aims to deliver its printed directories free of charge door-to-door to all
residences and businesses in all the geographical areas for which it produces directories. In the United
Kingdom, all distribution is outsourced to one supplier on a five-year contract. Yellowbook has three
main suppliers and an internal distribution operation that coordinates the entire process of national
distribution. Yell Publicidad has two main suppliers (with three-year contracts) in Spain. Yell
Publicidad in Latin America has a single distribution supplier (with a three-year contract) in Chile
and Peru and a combination of internal distribution operations and external suppliers in Argentina.

Paper supplies
Paper is the Group’s most significant raw material expense and its largest variable-cost item but in
the year ended 31 March 2009 paper costs were equivalent to 6 per cent. of the Group’s total
revenue. The Group has long-standing relationships with most of its key suppliers, the most
important of which are UPM-Kymmene Corporation supplying the United Kingdom, Spain and
Argentina; Fraser/Katahdin and Catalyst Paper, Inc. supplying the US; and Catalyst Paper, Inc.
supplying Chile and Peru. The Group seeks to limit its exposure to market fluctuations in paper
prices through contracts and pricing arrangements with these suppliers. There exist pricing
arrangements with UPM-Kymmene Corporation until 2010 (Argentina) and 2012 (United Kingdom
and Spain). The agreement with Catalyst expires in 2011 (United States) and 2012 (Chile and Peru)
and the agreement with Fraser/Katahdin expires in 2010 (United States).

Information systems
Many of the Group’s key business processes are highly automated, and the Board believes that the
Group’s information systems are key operational and management assets. The Group’s information
systems are an integral part of its business processes and support systems and the Group uses them
to help sell and deliver its products, and to maintain its databases.

Intellectual property
The Group has made significant investments in its brand names and logos, including the ‘‘Yell’’,
                                                                       ´                          ´
‘‘Yell.com’’, ‘‘Yellow Pages’’, ‘‘Yellowbook’’, ‘‘Yellowbook.com’’, ‘‘Paginas Amarillas’’, ‘‘Paginas
Blancas’’, ‘‘11888’’ and ‘‘118 24 7’’ brand names and logos. Yell UK currently owns 167 national
trademark registrations in the United Kingdom, including the marks ‘‘Yell’’, ‘‘Yellow Pages’’, ‘‘118 24
7’’, and the ‘‘Walking Fingers’’ logo. Yell UK also has 7 pending applications in the United
Kingdom for certain other trademarks. Yell Adworks owns 1 UK trademark registration. Yell UK
has 8 registered community trademarks that cover the European Union and 10 pending community
trademark applications, 9 of which are currently opposed, and Yell UK cannot give any assurance
that its applications for registration will be granted.
Yell Group plc owns 36 community design registrations relating to internet graphical user interfaces
and screen displays and Yell UK owns 18 community design registrations relating to internet
graphical user interfaces and screen displays and book covers.
In addition, Yellow Book USA, Inc. has four trademark registrations in the United States for four
different marks. Yellow Book USA does not hold exclusive rights in the United States in the words

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‘‘Yellow Pages’’ or in the ‘‘Walking Fingers’’ logo as these words and this logo have been deemed
generic and therefore in the public domain in the United States.
The Group does not have exclusive rights to the ‘‘Yellow Pages’’ brand name, or its local-language
equivalent, in any country other than the United Kingdom, Spain and Argentina.
The Group has registered the ‘‘Yellowbook’’ trademark in the United Kingdom and the European
Union and Yellow Book USA, Inc. has applied to register ‘‘Yellow Book’’, ‘‘Yellow Book USA’’ and
‘‘Yellowbook.com’’ in the United States. The Group cannot give any assurance that its applications
for registration will be granted.
Yell Publicidad, S.A. owns over 420 trademark registrations in Spain including for ‘‘Paginas     ´
Amarillas’’ and also owns trademark registrations in various countries in Latin America. 11888
                               ´
Servicio de Consulta Telefonica, S.A. owns 113 trademark registrations in Spain, including for
                                                                                  ´
‘‘11888’’. In addition, it has registered community trademarks including ‘‘11888 Paginas Amarillas’’.
Yell Argentina, S.A. owns over 500 trademark registrations in Argentina, including ‘‘Paginas    ´
                    ´                                                                               ´
Amarillas’’, Publiguıas Yell Chile, S.A. owns over 170 trademark registrations in Chile and Yell Peru,
S.A.C. owns over 80 trademark registrations in Peru.
The Group actively protects its intellectual property rights in the countries in which it operates. In
doing so, the Group is from time to time compelled to bring claims, actions or proceedings against
third parties in order to protect intellectual property rights.
In the United Kingdom, Yell UK is the proprietor of the database rights in the databases it has
created and/or developed. As the proprietor of the database rights in its databases, Yell UK is
entitled to prevent third parties from extracting or re-utilising all or a substantial part of the contents
of its databases without its consent. In addition, the Group believes that it is the proprietor of the
copyright in the databases it has created and/or developed to the extent that copyright subsists in
them. As the proprietor of copyright in a database, the Group is entitled to prevent third parties
from taking certain actions, including copying the database, issuing copies of the database to the
public or renting or lending the database to the public.
The Group also owns the copyright in software, artwork and literary work created by its employees
during the course of their employment or assigned to the Group by contractors.

Internet domain names
A domain name is the internet address of a particular website. The current system for          registering,
allocating and managing internet domain names has given rise to litigation, including           trademark
litigation, since internet domain names are allocated in many countries on a first-come,        first-served
basis to any person who requests that allocation, whether or not a third party owns the        rights to a
trademark incorporated in that domain name.
Abusive registrations of internet domain names may be subject to cancellation or transfer to a
trademark proprietor where, among other things, a domain name registrant has been found to have
registered the domain name in bad faith. Most domain name administrators have a dispute resolution
policy in place for dealing with abusive registrations of internet domain names. For example,
ICANN, the organisation that coordinates generic top-level domains, including ‘‘.com’’, requires all
generic top-level domain name registrants to submit to a Uniform Domain Name Dispute Resolution
Policy. In the event that a trademark proprietor alleges that the domain name registrant has abusively
registered a domain name, the trademark proprietor may select an arbitrator from a panel of arbitral
bodies available under the domain name resolution policy which includes the World Intellectual
Property Organisation. In the event that the arbitrators decide that the domain name has been
abusively registered, ICANN will cancel the domain name registration and/or transfer it to the
trademark proprietor.
The Group has registered a large number of internet domain names, both on its own behalf and for
its advertisers, in the United Kingdom and internationally, including ‘‘Yell.com’’ and ‘‘Yell.co.uk’’.
The Group is not aware of any challenges to its domain name registrations under ICANN’s Uniform
Domain Name Dispute Resolution Policy or any similar policy offered by other domain name
administrators.
Yell UK owns 427 internet domain names, of which it currently uses 14 to direct traffic to its
websites in the United Kingdom, including Yell.com. Yellowbook owns 223 internet domain names,
including Yellowbook.com. Yell Publicidad owns 1,194 internet domain names, including
PaginasAmarillas.es.

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Environment
The Group actively seeks to minimise the effect of the production of its directories on the
environment. From green energy purchasing to carbon footprint measurement, and from the recycling
of plastic cups to the sourcing of paper from sustainably managed forests, the Group aims to be as
environmentally responsible as possible.
Yellow Pages directories are made with very low weight paper (for instance, in the United Kingdom,
paper weight of 34 gsm is utilised) and currently contain an average of 54 per cent. recycled fibre
content. The remaining virgin fibre used in the paper production process is derived from sustainably
managed forests. As a result of advances in technology, the percentage of recycled fibre used has
increased regularly over the years and the mix ensures that the quality of the paper and usability of
the product is balanced with any effect of the directories on the environment.




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                                                                   PART V

                                                       REGULATORY FRAMEWORK OVERVIEW
1.   Competition laws
The Group is subject to the regulations that apply generally to businesses in the countries in which it
operates. The Group conducts most of its business in the United Kingdom and in the United States.
The following summary relates to those regulations in force that are material in the context of the
Group’s principal business activities.

UK competition laws
In the United Kingdom, the Secretary of State for Trade and Industry and the Director General of
Fair Trading had power under the Fair Trading Act 1973 to investigate monopoly situations, which
could occur when a company supplied or purchased 25 per cent. or more of all the goods or services
of a particular description in the United Kingdom or a defined part of it, or when a group of
companies, which together supplied or purchased 25 per cent. or more of all the goods or services of
a particular description in the United Kingdom or a defined part of it, behaved in ways that
adversely affected competition. If the UK Secretary of State for Trade and Industry or the Director
of Fair Trading considered that a monopoly situation may exist, he had the power to decide to refer
the matter to the UK Competition Commission (formerly known as the Monopolies and Mergers
Commission).
Since 20 June 2003, the provisions of the Fair Trading Act 1973 described above have been repealed
and replaced with new provisions under the Enterprise Act 2002. These provisions, in general, remove
or reduce the role of the Secretary of State from competition matters and replace the Director
General of Fair Trading’s functions with those of the Office of Fair Trading. By virtue of the
Enterprise Act 2002, the Office of Fair Trading has become a corporate body and the Director
General is now the chairman of the board of directors. From 20 June 2003, the Office of Fair
Trading has the power under the Enterprise Act 2002 to make a reference to the Competition
Commission of any feature or features of a market in the United Kingdom that prevents, restricts or
distorts, competition in connection with the supply of acquisition of goods or services in the United
Kingdom or a part thereof. The Secretary of State also has the power to make references where he is
not satisfied with a decision of the Office of Fair Trading not to make a market reference or he has
brought to its attention information that he considers to be relevant but is not satisfied that the
Office of Fair Trading will decide whether to make a reference within a period of time he considers
to be reasonable.
In 1995, the Director General of Fair Trading asked the Monopolies and Mergers Commission under
the Fair Trading Act 1973 to investigate and report on classified directory advertising services relating
to directories that are distributed directly to consumers, predominantly free of charge in the United
Kingdom. The publication of advertisements in voice-assisted services, such as Talking Pages, and
online services, such as Yell.com, were excluded from the terms of reference of this investigation. The
Monopolies and Mergers Commission concluded that BT’s Yellow Pages division enjoyed a dominant
situation in relation to the supply of printed consumer classified directory advertising services in the
United Kingdom. The Monopolies and Mergers Commission found that this dominant situation
operated against the public interest in some respects, for example, in that the prices charged by BT’s
Yellow Pages division were higher than would have been the case in a competitive environment.
Following the publication of the Monopolies and Mergers Commission Report in March 1996, BT
gave undertakings to the Secretary of State in respect of its printed consumer classified directories,
Yellow Pages.
The undertakings imposed a price cap on advertising rates, under which the prices that could be
charged for advertising in BT’s UK printed consumer classified directories could not increase by more
than the annual change in RPI, minus a percentage determined by the Secretary of State. For
directories published in the period from September 1996 until the end of December 2001, the
maximum price increase in each annual edition of a Yellow Pages directory was fixed at RPI minus
2 per cent.
In 2000, the Director General of Fair                            Trading announced he was conducting a review of the
undertakings, with a view to making a                           recommendation to the Secretary of State for Trade and
Industry as to whether the undertakings                         were still necessary, or whether they should be varied or
superseded. Following this review, the                          Director General of Fair Trading recommended to the

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Secretary of State for Trade and Industry that certain changes should be made to the terms of the
undertakings. In 2001, Yell Limited signed a set of revised undertakings to the Secretary of State for
Trade and Industry. These revised undertakings, among other things, amended the price cap such that
the maximum price increase in each annual edition of a Yellow Pages directory was set at RPI minus
6 per cent. every year for a period of four years for directories published from January 2002.
The Office of Fair Trading announced in August 2004 that it would be commencing a review of the
revised undertakings given by Yell Limited in 2001. Subsequently, the Office of Fair Trading stated
that this review would form part of a wider market study that would examine how the market for
the supply of classified directories advertising services was operating and would include an assessment
of the effectiveness of the undertakings given by Yell Limited within that market. Following this
review, the Office of Fair Trading decided to refer to the Competition Commission the market for the
supply of classified directories advertising services relating to classified directories distributed wholly
or mainly to consumers. The publication of advertisements in online directories, such as Yell.com,
was again excluded from the terms of reference of this investigation.
The Competition Commission determined that the Group had market power in relation to the supply
of printed consumer classified directory advertising services in the United Kingdom and that the
Group’s prices for advertisements in its printed Yellow Pages directories would be higher in a well
functioning market, were it not for the undertakings previously given by Yell Limited. It therefore
concluded that there were features of the market that adversely affected competition and proposed a
package of remedies to address these issues. In 2007, following publication of the Competition
Commission’s report, Yell Limited gave new undertakings to the Competition Commission in respect
of its UK printed directories business and was simultaneously released from the undertakings it had
given in 2001. The Competition Commission recommended in its report that the Office of Fair
Trading review the undertakings in 2010 after a period of three years from the acceptance of the
undertakings by the Competition Commission.
The undertakings signed in 2007 continue to impose a price cap on the maximum amount of any
increase for advertisements in the Group’s UK printed consumer classified directories, but at a
reduced level. For directories published in the period from 21 December 2006 until 31 March 2008,
the maximum price increase in each annual edition of a printed Yellow Pages directory was fixed at
RPI minus 6 per cent. For directories published after 31 March 2008, the maximum price increase in
each annual edition of a printed Yellow Pages directory is fixed at RPI minus 0 per cent.

In addition to the price cap, these undertakings require the Group to observe certain other conditions (the
majority of which were also terms of the undertakings given in 2001):
*    publication of a price list that covers all Yellow Pages directories and sets out the charges for
     advertisements, including any discounts;
*                                                      a prohibition on publishing more than one printed consumer classified directory in each
                                                       distribution area except as allowed in certain circumstances;
*                                                      a restriction on making the purchase of advertisements in one printed directory by an advertiser
                                                       conditional on the advertiser also purchasing advertisements in another printed directory;
*                                                      an obligation to prepare and make available financial statements in respect of the printed
                                                       consumer classified directory business; and
*                                                      a requirement that, if the Group publishes new directories as a result of altering distribution
                                                       areas, the Group must not, when calculating rates for the new directories, exceed prices
                                                       determined with reference to a specified formula.
The revised undertakings, unlike those given in 2001 and 1996, permit the Group to publish local
directories within an area in which it already distributes a printed consumer classified directory,
subject to certain conditions such as the maximum circulation of the local directory or directories and
the publication of a price list that covers advertisements in each local directory. In addition, the
revised undertakings allow the Group to publish themed guides in certain circumstances. Local
directories and themed guides are not considered to be printed consumer classified directories for the
purposes of the undertakings. Advertisements in local directories or themed guides are not subject to
the price cap imposed in respect of printed Yellow Pages directories. The Group is not permitted to
make the sale of an advertisement in any of a local directory, themed guide or printed consumer
classified directory conditional on the sale of an advertisement in another local directory, themed
guide or printed consumer classified directory. The Group is also not permitted to sell packages of

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advertisements at a discount in: (i) any printed consumer classified directory and local directory or
themed guide; or (ii) any local directory or themed guide.
The Group has a variety of measures in place to ensure compliance with the undertakings given to
the Competition Commission and its other regulatory obligations. In particular, the Company
regularly submits to the Office of Fair Trading a draft of the rate card for its Yellow Pages
directories, to provide an opportunity for the Office of Fair Trading to verify before the rate card is
released that the proposed rates comply with its undertakings. Once the Group’s rates have been set,
its systems ensure that advertisements can only be sold at those rates. Yell Limited is also required
each year to prepare accounts for its UK printed directories business and to submit those accounts to
the Office of Fair Trading. The Office of Fair Trading has never initiated any investigations (other
than during its formal review of the undertakings in 2000-2001 and 2005-2007) concerning the
Group’s compliance with any aspects of the Group’s undertakings. Compliance with the Group’s
regulatory obligations more generally is assisted by the work of the Group’s regulatory compliance
officer, who provides regular training to the Group’s employees regarding the regulatory obligations,
and by procedures designed to ensure that all the Group’s business plans are developed taking into
account the Group’s regulatory obligations.
In addition, in the United Kingdom the Group is required to comply with the UK Competition Act
1998, the main provisions of which came into force in March 2000. The UK Competition Act 1998
prohibits anti-competitive agreements and concerted practices that may affect trade within the United
Kingdom and have as their object or effect the prevention, restriction or distortion of competition
within the United Kingdom. It also prohibits conduct that unilaterally, or jointly with others,
amounts to the abuse of a dominant position in a market in the United Kingdom. Behaviour that the
Office of Fair Trading Guidelines indicate might be abusive includes excessive prices, price and other
discrimination, predation and the imposition of certain vertical restraints (such as exclusive purchasing
or tie-in sales). Breaches of the UK Competition Act 1998 by a company could lead to fines of up to
10 per cent. of its UK revenue for the previous year, could result in directions by the Office of Fair
Trading as to conduct (including the modification or termination of agreements), could result in
claims for damages and additionally or alternatively could result in agreements found to be anti-
competitive becoming void and unenforceable in whole or in part. Alongside these civil sanctions, the
UK Enterprise Act 2002 introduced a criminal offence for participation in ‘‘hardcore’’ cartel activity.
Directors found guilty of cartel participation can also be disqualified from acting as a director.

EU competition laws
Provisions similar to the provisions of the UK Competition Act 1998 apply under EU competition
laws. Article 81 of the EU Treaty prohibits all agreements and concerted practices that have the
object or effect of preventing, restricting or distorting competition within the common market and
may affect trade between EU member states. Article 81 of the EU Treaty prohibits the abuse of a
dominant position by one or more businesses within the common market, or in a substantial part of
it, insofar as the abuse may affect trade between EU member states. Breaches of the EU competition
rules could lead to fines of up to 10 per cent. of a company’s worldwide turnover for the previous
year, could result in claims for damages in national courts and additionally or alternatively could
result in agreements found to be anti-competitive becoming void and unenforceable in whole or in
part.

US competition laws
Whilst there are competition and antitrust laws in the United States that prohibit anti-competitive
practices, no specific restrictions have been imposed on the Group’s business in the United States,
and the Group does not anticipate any such restrictions being imposed unless these laws change or
the Group grows substantially.

In the United States, the activities of the Group are subject to various competition and antitrust laws,
including the Sherman Act, the Clayton Act and the Federal Trade Commission Act, all of which
generally prohibit parties from engaging in anti-competitive activities that restrain trade, substantially
lessen competition or tend to create a monopoly. At present, no specific restrictions under any of
these laws have been imposed on the Group’s business activities in the United States. Business
activities of the Group, including acquisitions, are subject to these laws, the violation of which can
result in government enforcement actions that may seek fines, injunctive relief and/or imprisonment of
individuals, as well as civil lawsuits that may seek damages and/or injunctive relief.

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2.    Technology, media and telecommunications regulation
The Group is subject to regulations that apply generally to businesses in all the countries in which it
operates. The following summary relates to those regulations in force that are material in the context
of the Group’s principal business activities in the United Kingdom and European Union.

Data protection
The Group’s ability to collect, use and process personal data of advertisers, consumers and employees
is constrained by EU and UK legislation.

EU regulation
At the EU level, the Data Protection Directive (EU Directive 95/46/EC) and the Directive
‘‘concerning the processing of personal data and the protection of privacy in the electronic
communications sector’’ (2002/58/EC) (the E-Privacy Directive) set out the underlying requirements
for processing personal data within the European Union. In the United Kingdom, personal data is
data relating to living individuals who can be identified from that data or from that data and other
information available to the person processing the data. Persons whose personal data is processed in
the European Union have several rights, including the right of access to their personal data, the right
to recourse in the event of unlawful processing of personal data and the right to withhold permission
for the use of their personal data for direct marketing.

UK regulation
In the United Kingdom, the Data Protection Act 1998 (the ‘‘DPA’’) affects the Group’s activities.
The DPA provides that personal data must be: (i) processed fairly and lawfully, usually with the
consent of the data subject; (ii) obtained only for specified and lawful purposes and not processed in
a manner that is incompatible with those purposes; (iii) adequate, relevant and not excessive in
relation to the purposes for which it is intended; (iv) accurate and kept up to date where necessary;
(v) not kept longer than is necessary for those purposes; (vi) processed in accordance with the data
subject’s rights; (vii) protected against unauthorised or unlawful processing and accidental loss or
destruction by measures appropriate to the sensitivity of the data concerned and the harm that might
result from that loss or destruction; and (viii) not transferred to countries outside the European
Economic Area that do not have an adequate level of protection for the rights of the data subject in
relation to the processing of data.
The DPA affects the Group’s activities to the extent that it deals with data relating to identifiable
living individuals. Although the Group’s activities relate primarily to directories of business
information, rather than to individual or personal data, the Group also processes data concerning
individuals, such as sole traders, partnerships, individual users and employees. The DPA requires
notification by data controllers to the Information Commissioner’s Office prior to processing and
notifications are renewable annually, with failure to notify when required to do so being a criminal
offence. The Group must also comply with requirements relating to a data subject’s rights of access
to personal information that the Group holds and, if the requisite consent from the data subject has
not been secured, the Group must take steps to prevent the use of such data for the purposes of
direct marketing.
If the DPA is breached, a violator may be served with a regulatory enforcement notice. Failure to
comply with the enforcement notice or knowingly making a false statement in response to an
information notice is a criminal offence. The Criminal Justice and Immigration Act 2008 has recently
amended the DPA to empower the Information Commissioner to serve monetary penalty notices on
data controllers who commit serious breaches of the data protection principles (although this
provision remains to be brought into force). A breach may also render the violator liable to pay
compensation if an individual suffers damage or, in certain circumstances, distress and there is also
likely to be a risk of adverse publicity resulting from non-compliance with data protection laws.
In June 2002, the European Union adopted the E-Privacy Directive, which was implemented in the
United Kingdom through the Privacy and Electronic Communications (EC Directive) Regulations
2003 (‘‘UK Regulations’’) on 11 December 2003. Under the UK Regulations the Group is required to
obtain opt-in consent in most cases for direct marketing to individuals by electronic means (while the
DPA gives data subjects a general right to opt-out of the use of their data for direct marketing
purposes). The UK Regulations would also oblige the Group to follow certain requirements when it
uses cookies to store customers’ information, in relation to the inclusion of corporate and individual
subscriber information in the Group’s public subscriber directories and in relation to processing and

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storing of both ‘‘traffic’’ data (for example, billing data passed onto network operators in the case of
the 118 24 7 service) and ‘‘location’’ data (for example, cell site IDs when customers use Yell.com
mobile location based services).

Telecommunications
Premium rate services regulation in the United Kingdom
The Group provides directory enquiry services in the United Kingdom, such as the UK Business
Telephone Numbers and Directory Enquiries Service 118 24 7, which are regulated as premium rate
services (‘‘PRS’’) under ss.120-124 of the Communications Act 2003. Pursuant to the Communications
Act 2003, Ofcom, the regulator for the communications industries in the United Kingdom, has
imposed an obligation on providers of certain premium rate services to comply with a code of
practice approved by Ofcom and with any directions given in accordance with that code by the code’s
enforcement authority. Providers of directory enquiry services are subject to this obligation.
The current PRS code of practice was approved by Ofcom under s. 121 of the Communications Act
2003 on 28 March 2008 and the amended Eleventh Edition of the code of practice took effect on
28 April 2008 (the ‘‘Code’’). The Code contains the rules governing the content and promotion of
premium rate services and is enforced by PhonePayPlus, an independent non-profit making body.
PRS providers are required under the Code to be registered with PhonePayPlus.
The Code sets out a number of general requirements in relation to the pricing, promotion and
provision of services, technical quality, customer service arrangements, data protection arrangements
and provision of information, as well as a prohibition on dealing with service providers which are the
subject of a sanction under the Code. The Code also sets out specific requirements in relation to the
provision of directory enquiry services which include obligations in relation to use of up-to-date
source information, promotions, call completion services and provision of refunds.
Service providers are responsible for complying with the terms of the Code. PhonePayPlus has a
range of sanctions which it can apply to a service provider which breaches the Code, including
requiring the breach to be remedied, prohibiting the service provider from contracting for the
provision of services for a defined period, providing refunds and imposing fines. In the event of a
failure to comply with a sanction, PhonePayPlus may issue a direction to the service provider which,
if contravened, can lead to enforcement action by Ofcom against the provider.
Service providers are responsible for funding PhonePayPlus in accordance with certain funding
provisions. The levy applied by PhonePayPlus for 2009/10 is 0.48 per cent. of all outpayments
payable by network operators to service providers in respect of revenue generated by premium rate
services and is calculated as a proportion of every outpayment.
Ofcom is currently in the process of consulting on changes to the current regulatory framework for
PRS services to address issues such as the increase in mobile PRS usage, in the number of PRS
providers and PRS number ranges and the lack of clarity in the market as to which PRS services are
regulated.

Electronic Communication Services regulation in the United Kingdom
The Group is, in relation to the provision of certain end-services, subject to the regulatory regime
applicable to electronic communication networks and services in the United Kingdom. As a result, the
General Conditions of Entitlement issued by Ofcom under s.48(1) of the Communications Act 2003
will apply to the extent they are relevant.
In relation to the provision of services such as call completion services, compliance with applicable
General Conditions of Entitlement are generally satisfied by the network operator with which the
Group has contractual arrangements and through compliance with the PRS regulatory framework.
Under the General Conditions of Entitlement, providers of public electronic communications networks
are subject to a number of obligations, including relation to access and interconnection,
standardisation and interfaces and emergency planning. In addition, providers of electronic
communications services are subject to specified obligations including in relation to metering and
billing, codes of practice and numbering. Administrative charges are payable to Ofcom in relation to
the provision of electronic communication services, subject to meeting a minimum turnover threshold.

Advertising
The Group’s principal activity is the sale of advertising in, and publishing of, its print and online
classified directory products and services. The Group, as both an advertiser and a publisher of

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advertisements, is subject to advertising laws and regulations. Advertising is primarily regulated in the
United Kingdom by a combination of self-regulatory codes and legislation.
The Advertising Standards Authority (the ‘‘ASA’’) regulates the content of advertisements, sales
promotions and direct marketing in the United Kingdom. The ASA enforces two main codes for non
– broadcast and broadcast advertising.
The British Code of Advertising, Sales Promotion and Direct Marketing, published by the Committee
of Advertising Practice (the ‘‘CAP Code’’), applies to non-broadcast advertising (for example
advertising on Yell.com or in the printed Yellow Pages). The main principles of the CAP Code are
that advertisements should be legal, decent, honest and truthful. Primary responsibility for observing
the CAP Code falls on the advertisers. However, publishers have a secondary responsibility not to
publish advertisements that they know are likely not to conform with the CAP Code. Therefore the
Group would need to meet the obligations imposed by the CAP Code both as an advertiser and/or as
a publisher. Whilst the CAP Code does not have the force of law and the ASA cannot levy a fine
against the Group for non-compliance, the ASA can impose other sanctions including publishing of
adjudications that could result in adverse publicity. This may also require the Group to cease
publishing any misleading advertisements which the Group’s advertisers may have placed in its
products.
Advertising is further regulated by legislation. For example, the Consumer Protection from Unfair
Trading Regulations 2008 (SI 2008/1277) (the ‘‘Regulations’’) that implemented the Unfair Commercial
Practices Directive (2005/29/EC) in the United Kingdom, govern the content of commercial
communications or promotions to consumers and regulate advertising, including online advertising.
The Regulations introduce a general prohibition on traders treating consumers unfairly and requiring
businesses not to mislead consumers through acts or omissions or subject them to aggressive
commercial practices. In addition, the Business Protection from Misleading Marketing Regulations
2008 (the ‘‘Business Regulations’’) govern the content of commercial communications or promotions to
businesses and regulate advertising, including online advertising. A publisher of an advertisement may
have a potential defence to non-compliance with the Regulations or the Business Regulations,
provided it can prove its business is the publishing of advertisements, it received the advertisement in
the ordinary course of business and it did not know that the publication of such advertisement would
be an offence.
The Group has put in place internal processes and procedures that cover the advertising laws and
regulations that affect its operations. For example, there are internal advertisement compliance
policies that employees and advertisers are required to follow (which include specific requirements in
respect of advertisers operating in certain regulated sectors).
Further, advertisements of particular products attract additional regulation, such as advertisements for
financial services under the terms of the Financial Services and Markets Act 2000, or advertisements
offering consumer credit under the terms of the Consumer Credit (Advertisements) Regulations 2004
(as amended), with some of these specific rules being enforced by criminal sanctions. The Group
implements processes and checklists in relation to publishing financial services advertisements.

Data Retention Regulations 2009 (the ‘‘DR Regulations’’)
The DR Regulations impose certain obligations on providers of public electronic communications
networks or services in relation to the retention of communications data. The DR Regulations,
however, only apply to those providers to whom the Secretary of State has issued a notice to that
effect. Yell Limited has not, to date, received a formal notice from the Secretary of State that the
DR Regulations apply to it.

Regulation of Investigatory Powers Act (the ‘‘2000 Act’’)
Providers of public telecommunications services are also subject to certain requirements under the
2000 Act in relation to the maintenance of intercept capability. A telecommunications operator is
additionally under an obligation under the 2000 Act to comply, in specified circumstances, with
certain requirements in relation to the obtaining and disclosure of communications data, including
traffic data.

Internet regulation and e-commerce
The Group offers internet-based products and services in addition to printed consumer classified
directories. General advertising laws and regulations and data protection legislation apply to the
Group’s internet-based activities in the same way in which they apply to the Group’s activities

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generally. Regulation of the internet and internet-related services is itself still developing, both
formally by, for instance, statutory regulation, and also less formally by such methods as industry
self-regulation.
Depending on the scope and timing of these developments, they could have a material effect on the
Group’s internet operations. The main issues are set out below.
(a)                                                    Content regulation and content liability
                                                       The Group publishes third-party content on its website (Yell.com) in the form of content and
                                                       links to advertisers’ websites, as well as in the form of themed blogs and related user-generated
                                                       content (‘‘UGC’’). There is an inherent risk that the blog content and/or any related UGC may,
                                                       for example, be defamatory in nature or infringe third party rights, however the Group has
                                                       specific notice and take down policies in place to mitigate the risk of content liability.
                                                       Future internet content regulation, such as measures following the publication of BERR’s
                                                       Consumer White Paper in July 2009, under which the Office of Fair Trading will be developing
                                                       a long term national strategy for consumer protection and enforcement on the internet, may
                                                       become relevant to the Group’s business. The UK Government has also published The Digital
                                                       Britain Report in June 2009 which outlined the UK Government’s proposals to improve safety
                                                       and security on the internet and may further affect the business of the Group in the future.
(b)                                                    E-commerce
                                                       The Group takes advantage of the internet to carry out its business. At the EU level, Directive
                                                       2000/31/EC is part of a Europe-wide initiative to promote e-commerce. This has been
                                                       implemented in the United Kingdom by the Electronic Commerce (EC Directive) Regulations
                                                       2002, which came into force on 21 August 2002 and requires the provision of specified
                                                       information and adherence to certain obligations in respect of concluding online contracts.




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                                                                      PART VI

                                                       OPERATING AND FINANCIAL REVIEW OF YELL
The following is a discussion of the Group’s consolidated financial condition and results of operations at
and for the financial years ended 31 March 2009, 2008 and 2007 and the six-month periods ended 30
September 2009 and 2008. Prospective investors should read this discussion in conjunction with the whole
of this Prospectus, including the historical financial information on Yell, incorporated by reference in this
Prospectus as described in Part XI: ‘‘Information Incorporated by Reference’’ of this Prospectus.
The Group’s financial statements at and for each of the years ended 31 March 2009, 2008 and 2007 and
the six-month periods ended 30 September 2009 and 2008 have been prepared in accordance with
International Financial Reporting Standards (‘‘IFRS’’).
This discussion and analysis contains forward-looking statements that are subject to known and unknown
risks and uncertainties. The Group’s actual results and the timing of events could differ materially from
those expressed or implied by such forward-looking statements as a result of various factors, including
those discussed below and elsewhere in this Prospectus, including under the headings ‘‘Forward-Looking
Statements’’ and ‘‘Risk Factors’’. Yell does not undertake any obligation to revise, or publicly release the
results of any revision to, these forward-looking statements.

1.   Overview
Yell is a leading international classified advertising publisher operating in the United Kingdom,
United States, Spain and certain countries in Latin America (Chile, Peru and Argentina). The Group
operates through three businesses, each of which is reported as a segment in the Group’s consolidated
financial statements – Yell UK, Yellowbook (United States) and Yell Publicidad (Spain and Latin
America) – that generated total revenue of £2,397.9 million and employed an average of 14,983
people in the year ended 31 March 2009. The Group’s principal brands include: in the United
Kingdom – Yellow Pages, Yell.com and Yellow Pages 118 24 7; in the United States – Yellowbook
                                        ´
and Yellowbook.com; and in Spain – Paginas Amarillas and PaginasAmarillas.es.
Further information on the Group’s business is set out in Part IV: ‘‘Description of the Group’’ of
this Prospectus.

2.   Significant factors affecting the Group’s results of operations
The Group believes that the factors enumerated below have had, and are likely to continue to have, a
material effect on its financial condition and results of operations.

2.1 Economic and market conditions
The Group primarily derives its revenue from the sale of advertising in its printed directories and
online products. Demand for advertising generally is sensitive to changes in the economy and is
dependent on many factors outside the Group’s control, including but not limited to, the level of
business activity, consumer confidence, unemployment, consumer debt levels, interest rates,
demographic trends, the availability of credit and general economic conditions. The Group and
classified directory advertising businesses in general have traditionally proved relatively resilient to
economic downturns and this continues to be the case, with the Group outperforming other forms of
advertising, such as the local press and magazines. However, the length and severity of the current
economic downturn and the uncertainty caused by the global credit and liquidity crisis has had a
significant effect on the Group’s core customer base, SMEs, both in terms of their willingness to
maintain their advertising spending and their overall viability, which has adversely affected demand
for the Group’s products.
The Group realised positive organic revenue growth until June 2008 and experienced only a marginal
decline in organic revenue in the three months ended 30 September 2008, despite experiencing
recessionary pressures since December 2007. However, the banking crisis in the autumn of 2008 and
the subsequent deterioration in global economic conditions led to concern amongst SMEs, which
account for a substantial proportion of the Group’s customers, over their financial outlook and their
access to credit. The Group’s customers have been exercising caution and reducing their advertising
expenditure, particularly with respect to printed directories (which require the commitment of funds
several months in the future), which has had a direct effect on the Group’s revenue. At constant
exchange rates, the Group’s total revenue declined by 13.2 per cent. in the six months ended
30 September 2009 and by 4.6 per cent. in the year ended 31 March 2009 compared to the same

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periods in the prior year. Substantial growth in the Group’s internet revenue (16.9 per cent. in the six
months ended 30 September 2009 and 37.8 per cent. in the year ended 31 March 2009 compared to
the same period of the prior year, in each case, at constant exchange rates) has only partially offset
the decline in revenue from its printed directories.
In addition to reducing demand for the Group’s products, the economic downturn has placed
additional financial pressure on SMEs, which has impaired and may continue to impair their ability
to pay for products provided to them by the Group. SMEs tend to have higher financial failure rates
than large businesses, particularly during periods of economic downturn. As a result, the Group has
experienced an increase in bad debt expense as a percentage of its total revenue, from 4.9 per cent. in
the six months ended 30 September 2008 to 6.9 per cent. in the six months ended 30 September 2009,
and from 4.4 per cent. in the year ended 31 March 2008 to 5.6 per cent. in the year ended 31 March
2009.
The Group has addressed the deterioration in market conditions by taking early steps to reduce its
costs and improve efficiency, by focusing on driving the usage of its products and demonstrating their
cost-effectiveness to the Group’s customers, by continuing aggressively to grow the Group’s internet
products and revenue and by focusing on customer retention and maintaining high rates of customer
loyalty. Since January 2008, the Group has taken steps to reduce its annual costs by £250 million by,
among other things, reviewing all its activities and processes, improving sales force efficiency,
changing publishing schedules, automating processes and improving its customer targeting. As a
consequence of these actions, for the year ended 31 March 2009, the Group delivered adjusted
EBITDA at constant exchange rates at broadly the same level as the year ended 31 March 2008, with
substantially increased cash flows and decreased leverage, whilst maintaining the Group’s investments,
particularly in its internet products. Only £150 million of these cost reductions are reflected in the
Group’s results of operations for the year ended 31 March 2009 because the financial benefit of
certain cost-savings measures will be realised in the 2010 financial year. Accordingly, the Group
expects to realise £250 million of cost savings in the year ended 31 March 2010, as compared to the
year ended 31 March 2008.

2.2 Fragmenting usage market
Increasingly, consumers are using a wider variety of channels to find local businesses and usage of
printed directories is declining, especially in urban areas, where internet penetration is high. In the
United States, according to Knowledge Networks/SRI (KN/SRI), overall references to printed yellow
pages directories have gradually declined from 15.1 billion in 2003 to 12.3 billion in 2008. In 1996,
the Group’s UK operations expanded its product offering to include internet-based directory services
and mobile-based directory assistance services, accessible through personal computers and mobile
devices. Through its close customer relationships and experienced sales force the Group currently
offers its advertising customers channel-neutral advertising solutions via any combination of its print,
internet and mobile-based products, which provides its SME customers a particular advantage in
today’s fragmenting usage market. The Group believes that the fragmenting usage market and,
corresponding expansion of online and mobile-based search products will continue, and as a result, an
increasing proportion of the Group’s revenue will be derived from internet and mobile-based
products.
The increasing use by business and residential users of internet-based and other new media products
has led to a shift in the Group’s revenue mix in favour of its internet and mobile-based products.
While the Group derives a majority of its revenue (74 per cent. for the six months ended 30
September 2009 and 80 per cent. for the year ended 31 March 2009) from the sale of advertising in
its printed classified directories, an increasing proportion of its revenue is derived from internet and
mobile-based products. Internet revenue represented 20.4 per cent. of the Group’s total revenue in the
six months ended 30 September 2009 and 14.9 per cent. in the year ended 31 March 2009, as
compared to 15.4 per cent. and 10.6 per cent. in the same periods in the prior year. Furthermore,
internet revenue increased by 16.9 per cent. in the six months ended 30 September 2009 and 37.8 per
cent. in the year ended 31 March 2009, as compared to the same periods in the prior year, in each
case, at constant exchange rates. Despite the rapid growth of the Group’s internet revenue, internet
revenue growth only partially offset the decline in revenue from its printed directories, resulting in a
13.2 per cent. decline in the Group’s total revenue in the six months ended 30 September 2009 and a
4.6 per cent. decline in the year ended 31 March 2009 as compared to the same periods in the prior
year, in each case, at constant exchange rates. The Group believes that its commitment to providing
its advertising customers channel-neutral advertising solutions has positioned it well to capitalise on
the opportunities presented by the fragmenting usage market. In strengthening the Group’s channel-

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neutral approach, the Group will continue to focus on expanding and strengthening its internet and
new media products. As a result, the Group expects an increased proportion of its revenue mix to be
derived from these products, which have different cost structures, cash flows and pricing compared to
the printed directories business.
The classified directory advertising and local search industry is highly competitive and advances in
technology will continue to bring new competitors, products and distribution channels to the industry.
The Group’s growth and future performance will depend on its ability to effectively respond to the
growing use of the internet, wireless devices and other new media products in its industry, including
its ability to enhance existing products and create new products to accommodate changing user
preferences. The Group intends to continue to invest in internet and new media products, with an
increasing emphasis placed on syndicated websites and agreements with third parties that will extend
the reach and effectiveness of its customers’ online advertising. The Group believes that search
engines have not been able to build a significant revenue base amongst SMEs, as smaller businesses
generally do not wish to manage complex online marketing programmes and SEO. This creates a
significant opportunity for the Group to deliver advertising leads to its customers, and is driving the
increase in the Group’s internet revenue. Growth in the Group’s internet revenue will depend not
only on the quality and pricing of the Group’s products relative to its competitors, but also on
continued growth in internet penetration and increased use of the internet as a medium for local
advertising by SMEs.

2.3 Exceptional items
The Group engages in certain transactions outside the ordinary course of its operations, including
restructuring activities and impairment of goodwill that materially affect the Group’s results of
operations. Such transactions and their tax effects, by virtue of their incidence, size or a combination
of both, are disclosed separately in the notes to its financial statements as exceptional items.
Exceptional items affect the comparability of the Group’s results of operations from period to period.

Impairment of goodwill
In accordance with IFRS, the Group reviews goodwill annually for impairment or whenever events or
changes in circumstances indicate that the carrying amounts may not be recoverable. During the 2009
impairment tests, the Group’s financial plans for all of its operations were reduced to reflect the
deepening economic recessions in Europe and the United States and expectations that the recession
will spread to Latin America. As a result, in the year ended 31 March 2009, the Group recognised an
impairment loss of £1,272 million on goodwill related to its operations in Spain (£1,104 million),
Chile (£120 million), Argentina (£41 million) and Peru (£7 million). The Group did not recognise any
impairment loss on goodwill in the years ended 31 March 2008 and 2007.
At 31 March 2009, the estimated fair values of the Group’s operations in Spain, Chile, Argentina and
Peru equalled their carrying values and consequently any adverse change in a key assumption with all
other assumptions held unchanged would cause recognition of further impairment losses. At 31 March
2009, the calculated recoverable value of the Group’s operations in the United Kingdom and the
United States would have had to decrease by 49 per cent. and 15 per cent., respectively, before the
associated goodwill would have been impaired. Future impairment tests will reflect market trends and
financial expectations at the time of testing.

Restructuring
In response to the recent deterioration of the markets in which the Group operates, as well as the
continuing economic downturn, the Group undertook a number of restructuring initiatives that are
expected to remove £250 million of annual costs from its operations by 31 March 2010. The aims
were preserving cash, increasing efficiency and reducing the costs of its business, including improving
sales force efficiency, rescheduling publishing schedules and automating processes. These restructuring
activities gave rise to exceptional costs that had a significantly greater effect on the Group’s results of
operations for the year ended 31 March 2009, as compared to the years ended 31 March 2008 and
2007. Exceptional costs relating to the Group’s restructuring programmes amounted to £95.5 million
in the year ended 31 March 2009, as compared to £14.5 million and £8.9 million in the years ended
31 March 2008 and 2007, respectively. The restructuring provisions expensed in those periods but not
yet paid at 30 September 2009 totalled £27 million.
The Group believes that the restructuring programmes initiated and completed since January 2008
have left the Group in a position to prosper when its markets recover. Therefore, the Group does not

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currently expect to initiate further restructuring programmes, as the Group believes that further cost
saving measures may detrimentally affect the Group’s competitiveness in the future.

2.4 Exchange rates
The Group’s reporting currency is sterling, but certain of the Group’s subsidiaries generate revenue
and incur expenses in currencies other than sterling, principally the US dollar and the euro.
Accordingly, the Group’s results are affected by fluctuations in currency exchange rates.
The Group’s principal currency translation exposure is to the US dollar and the euro, as the results
of operations, assets and liabilities of its overseas businesses, Yellowbook and Yell Publicidad, must
be translated into sterling to produce the Group’s consolidated financial statements. The assets and
liabilities of the Group’s overseas businesses are translated into sterling at period-end exchange rates,
which results in the recognition of foreign exchange translation gains or losses. Revenue and costs of
the Group’s overseas businesses are translated into sterling at average rates of exchange for the year,
to the extent that these rates approximate the actual rates at the date of the transactions, for
inclusion in the Group’s consolidated financial statements. Consequently, increases and decreases in
the value of sterling versus the currencies used by the Group’s non-UK operations will affect its
reported results of operations and the value of its assets and liabilities in its consolidated balance
sheet, even if its results of operations or the values of those assets and liabilities have not changed in
their original currency. The effect of this foreign exchange translation rate exposure on the Group’s
financial statements can vary depending on the proportion of revenue derived from its subsidiaries
that use currencies other than sterling.
In addition, the composition of the Group’s debt partially hedges the risk of foreign exchange
translation. At 30 September 2009, 45 per cent. of the Group’s debt and 45 per cent. of its net
interest expense for the six months ended 30 September 2009 were denominated in US dollars,
thereby reducing the Group’s US EBITDA exposure by approximately 41 per cent. Additionally, 27
per cent. of the Group’s debt at 30 September 2009 and 22 per cent. of the Group’s net interest
expense for the six months ended 30 September 2009 were denominated in euros, thereby reducing its
euro EBITDA exposure 72 per cent. The Group does not currently intend to use derivative
instruments to hedge any foreign exchange translation rate risk relating to foreign currency-
denominated financial liabilities, although it will continue to review this practice.
The Group’s exposure to foreign exchange translation risk does not affect its compliance with its
financial covenants under the Existing Facilities Agreement or the New Facilities Agreement because
all tests are performed on the basis of consistent exchange rates (that is, a rate fixed for all elements
of the calculation). The amounts drawn under the Existing Facilities Agreement and the New
Facilities Agreement have been drawn in the operating currency of each of the Group’s subsidiaries,
which naturally hedges the risk of foreign exchange rates affecting cash flows needed to service the
Group’s debt facilities.
Significant cash inflows and outflows associated with the Group’s operations within a country are
generally denominated in local currency to limit the risks of foreign exchange movements on the local
results. The Group uses derivative financial instruments to hedge foreign exchange rate risk on
significant transactions that are not denominated in local currency.
The weakening of sterling against other currencies during the six month period ended 30 September
2009 and the year ended 31 March 2009 has had a significant positive effect on the Group’s
consolidated financial results. In the six months ended 30 September 2009, the Group’s reported
revenue decreased by 3.9 per cent. compared to the six months ended 30 September 2008, but at
constant exchange rates, the Group’s revenue decreased by 13.2 per cent. In the year ended 31 March
2009, the Group’s reported revenue increased by 8.1 per cent. compared to the year ended 31 March
2008, but at constant exchange rates, the Group’s revenue declined by 4.6 per cent.
All else being equal, a 10 per cent. higher effective US dollar to sterling exchange rate during the
year ended 31 March 2009 would have increased the Group’s reported loss for the year by £10
million, and a 10 per cent. higher effective euro to sterling exchange rate average during the year
ended 31 March 2009 would have decreased the Group’s reported loss for the year by £121 million.

2.5 Acquisitions
Historically, the Group’s organic growth has been complemented by strategic acquisitions in selected
markets. The Group’s significant acquisitions since 1 April 2006 include the acquisition on 24 July
2006 of 94.25 per cent. of the share capital of TPI, which the Group subsequently renamed Yell
Publicidad, for A2,939.8 million (£2,010.3 million). The Group acquired the remaining share capital of

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Yell Publicidad on 28 March 2007 (a further 4.47 per cent. for A137.5 million (£93.6 million)) and on
26 September 2007 (the remaining 1.28 per cent. for A40.4 million (£27.8 million)).
The Group has frequently made smaller acquisitions in order to strengthen its market position in the
classified advertising business, to expand and enhance its products and to extend the geographic scope
of its operations. Such acquisitions since 1 April 2006 include the acquisition on 1 April 2007 of
Publicom S.A. in Argentina for A45.1 million (£30.2 million); the acquisition on 16 August 2008 of
the Adworks businesses in the United Kingdom, United States, Spain and India for £8.7 million; and
since 1 April 2006 a number of acquisitions of regional and local classified directory publications
(‘‘in-fill’’ acquisitions) in the United States.
Historically, the Group has financed its acquisitions from cash generated from its operations, external
debt financing and, in connection with the acquisition of Yell Publicidad, through the placing of
shares.
Acquisitions are reflected in the Group’s financial statements from the date of each acquisition. As a
result, the full year effects of acquisitions on the income statement and cash flow statement of the
Group are generally not reflected in the financial statements during the financial year in which such
acquisitions are completed, but only in the following financial year. Accordingly, the results of the
Group for a period in which acquisitions were made, in particular large acquisitions or acquisitions
that took place in the second half of the Group’s financial year, would not necessarily be indicative
of or fully comparable to results of future periods, which generally take into account full year
inclusion of prior financial year acquisitions.

2.6 Interest rates
Interest is payable under the Existing Facilities Agreement and the New Facilities Agreement at a
variable rate based on LIBOR or EURIBOR plus a margin. At 31 March 2009, the Group had fixed
interest on at least 97 per cent. of the indebtedness under the Existing Facilities Agreement using
interest rate swaps over the period to September 2010 and around 50 per cent. thereafter until March
2011. At 31 March 2009, the Group had £204.5 million of net losses on the fair value of interest rate
swaps that will be recognised within interest expense when settled in the future. At 30 September
2009, the Group had fixed interest on at least 96 per cent. of its indebtedness under the Existing
Facilities Agreement using interest rate swaps over the period to September 2010 and approximately
50 per cent. thereafter until March 2011. At 30 September 2009, the Group had £166.4 million of net
losses on the fair value of interest rate swaps that will be recognised within interest expense when
settled in the future.
In respect of each of the interest rate swap agreements executed in connection with the Existing
Facilities Agreement, Yell has entered into an amendment agreement with the relevant swap
counterparty, which provides, among other things, for the relevant swap agreement to remain in force
(subject to its terms) following the completion of the New Facilities Agreement. Under the swap
amendment agreements, the counterparty also waives any right to terminate the relevant swap
agreement as a result of the matters referred to under the heading ‘‘Waiver’’ in paragraph 11.1
(‘‘Existing Facilities Agreement’’) of Part X: ‘‘Additional Information’’ of this Prospectus. Further
details of the swap amendment agreements are set out in paragraph 11.4 (‘‘Swap arrangements’’) of
Part X: ‘‘Additional Information’’ of this Prospectus.
To the extent the principal amount outstanding under the New Facilities Agreement is prepaid, the
Group intends to reduce the notional amount outstanding on its amended swap agreements by the
same amount as the reduction in the principal amount. Accordingly, the Group expects to have fixed
interest rates on approximately 100 per cent. of its indebtedness under the New Facilities Agreement
until September 2010. In reducing the notional amount outstanding on the amended swap agreements,
the Group may incur breakage costs, which will affect the Group’s cash flow and earnings at the time
of such settlement. In connection with the prepayment of amounts outstanding under the New
Facilities Agreement, the Group expects to spend £23 million to settle hedging contracts (calculated as
at 30 September 2009). The precise figure is dependent upon market conditions as at the time of
settlement and, accordingly, this figure may vary.




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3.   Key performance indicators
The following sets out the key performance indicators that the Group monitors in order to evaluate
progress against its customer strategy. The Group measures these indicators for each of its three
businesses: Yell UK, Yellowbook and Yell Publicidad.
                                                              Six months ended
                                                                30 September                        Year ended 31 March
(unaudited)                                                      2009         2008                2009         2008               2007
Yell UK
Total live advertisers at period end (thousands)(a)                431             472             455             486             492
Printed directories
Revenue (£ millions)                                             206.6           257.2           504.4           565.9           600.5
Unique advertisers (thousands)(a)(b)                               174             204             390             434             450
Directory editions published                                        55              57             113             113             113
Unique advertiser retention rate (%)(c)                             70              72              73              74              75
Revenue per unique advertiser (£)                                1,187           1,261           1,293           1,304           1,335
Internet
Revenue (£ millions)                                              87.3            80.3           164.5           139.2             95.9
Searchable advertisers at period end
   (thousands)(d)                                                  211             213             217             209             196
Unique users for the month of period end
   (millions)(e)                                                  10.1              9.9           10.7              8.5             7.6
Annualised (LTM) revenue per average
   searchable advertiser (£)(f)(g)                                 798             737             772             679             518
Yellowbook
Printed directories
Revenue ($millions)                                              668.6           819.6         1,735.2         1,894.7         1,862.9
Unique advertisers (thousands)(b)                                  291             346             634             686             692
Directory editions published                                       445             449             996             984             969
Unique advertiser retention rate (%)(c)                             67              71              68              70              69
Revenue per unique advertiser ($)                                2,298           2,369           2,737           2,762           2,694
Internet
Revenue ($ millions)                                             130.2           101.6           227.3           115.1             68.7
Searchable advertisers at period end
   (thousands)(d)                                                  361             394             366             378             380
Unique users for month of period end
   (million)(h)                                                   14.1            13.7            16.8             13.5             6.1
Annualised (LTM) revenue per average
   searchable advertiser ($)(f)(g)                                 679             443             598             308             178
Yell Publicidad
 ´
Paginas Amarillas classified directories (Spain)
Revenue (A millions)                                              81.1           111.8           251.1           295.2               —
Unique advertisers (thousands)(b)                                  127             143             285             321               —
Directory editions published                                        39              39              89              97               —
Unique advertiser retention rate (%)(c)                             77              80              78              85               —
Revenue per unique advertiser (A)                                  639             782             881             920               —
Internet (Spain)
Revenue (A millions)                                              27.7            23.6            50.0             44.1              —
Unique users for the month of period end
   (millions)(e)                                                    6.4             5.6             6.9             5.5              —
Searchable advertisers at period end
   (thousands)(d)                                                  137             137             116             225               —
Annualised (LTM) – Revenue per average
   searchable advertiser (A)(f)(g)                                 433             210             329             158               —


(a) The number of total live advertisers is a count of all unique advertisers at the date of the period end with a live advertisement,
    regardless of product. Total live advertisers cannot be used to calculate average revenue per advertiser, as the measurement differs
    for each product and should not be aligned with revenue recognised in the relevant period.
(b) The number of unique advertisers in printed directories that were recognised for revenue purposes and have been billed. Unique
    advertisers are counted once only, regardless of the number of advertisements they purchase or the number of directories in which
    they advertise.
(c) Unique advertiser retention rate represents the percentage of unique advertisers that have renewed their advertising.
(d) Unique advertisers with a live contract at month end. These figures refer only to those advertisers for whom users can search. They
    exclude advertisers who purchase only products such as banners and domain names.

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(e) The number of unique users who have visited Yell.com or PaginasAmarillas.es once or more often in the indicated month. Unique
    users are measured according to independently established industry standard measures.
(f) UK, US and Spain internet LTM revenue per average searchable advertiser is calculated by dividing the recognised revenue in the
    period by the average number of searchable advertisers in that period. The twelve-month average numbers of searchable
    advertisers are as follows: Yell.com 30 September 2009 – 215,000; 30 September 2008 – 209,000; Yellowbook.com 30 September
    2009 – 377,000; 30 September 2008 – 377,000; PaginasAmarillas.es 30 September 2009 – 125,000; 30 September 2008 – 221,000.
    The twelve-month average numbers of searchable advertisers are as follows: Yell.com 31 March 2009 – 213,000; 31 March 2008 –
    205,000; Yellowbook.com 31 March 2009 – 380,000; 31 March 2008 – 374,000; PaginasAmarillas.es 31 March 2009 – 152,000;
    31 March 2008 – 280,000. In the United Kingdom, the revenue includes the Group’s netReach product; in the United States, the
    Group’s WebReach product; and in Spain, the Group’s Europages product.
(g) Annualised (LTM) – Revenue per average searchable advertiser methodology was introduced from the three months ended 30
    June 2008. The figures for the United Kingdom and the United States for the year ended 31 March 2008 were therefore restated
    for comparative purposes. For the period ended 31 March 2007, the original reported figures have not been restated.
(h) The number of individuals who have visited the yellowbook.com network at least once in the month shown. The Group’s data
    provider, ComScore, counts individuals visiting all Yellowbook affiliated websites that display yellowbook.com data.


4                                                      Description of certain income statement line items and EBITDA
4.1 Revenue
Revenue is derived primarily from the sale of advertisements in the Group’s classified directories and
other products, net of sales allowances, value added tax and other sales taxes. Growth in the Group’s
revenue is driven primarily by the volume of advertisement sales to new and existing advertising
customers and by new product offerings and, in the past, the contribution to total revenue by
acquisitions.
Revenue from printed directories, including the Group’s Yellow Pages directories in the United
                                                             ´
Kingdom, Yellowbook directories in the United States, Paginas Amarillas directories in Spain and
directories in Latin America, is recognised in the income statement upon substantial completion of
delivery of the relevant directory to users. Because the number and type of directories are not evenly
distributed throughout the year, revenue is not generated evenly over the year. Therefore, certain
periods have higher-than-average levels of revenue, whilst others have lower-than-average levels.
Different directories may also grow at different rates, such that growth may not be evenly distributed
between quarters. The rephasing or timing of distribution into an earlier or later period also affects
the quarterly distribution of revenue.
Revenue from other products, which mainly comprise Yell.com, Yellowbook.com, PaginasAmarillas.es
and the 118 24 7 mobile-based information service, is recognised over the life of the contract from
the point at which the service is first provided, or in the case of a single delivery, at the time of
delivery.

4.2 Cost of sales
The Group’s cost of sales consists principally of costs associated with the publication of printed
directories and the provision of internet and mobile-based products, website development and internet
traffic costs and bad debt expenses. Costs of publication include the costs associated with the Group’s
sales force, employees who create the advertisements, paper costs, printing and pre-press production
costs. The principal components of the costs associated with the Group’s sales force, which represent
a significant portion of the Group’s costs of sales, are employee costs, including salaries, benefits and
commissions, and associated direct costs (such as travel and stationary). The Group recognises the
cost of publishing each directory on substantial completion of delivery of that directory. Paper is the
Group’s most significant raw material and one of its largest variable-cost items. Bad debt expense is
based upon the continuous monitoring of collections and payments from our advertising customers in
order to maintain a provision for estimated credit losses based upon historical experience and any
specific advertising customer collection issues that the Group has identified.

4.3 Distribution costs
The Group’s distribution costs consist primarily of amounts payable to third-party delivery companies
with which the Group contracts for the delivery of its printed directories. These costs vary principally
due to the number of directories delivered in a given period. The distribution costs related to a
directory are recognised on substantial completion of delivery of that directory.

4.4 Administrative expenses
The Group’s administrative expenses consist principally of amortisation and depreciation, advertising,
promotion and marketing expenses, administrative staff expenses, information technology costs and
staff training. A substantial portion of the Group’s advertising, promotion and marketing expenses

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and the costs relating to the development of the Group’s online services relate to promotional and
brand-building expenditures, which are largely discretionary.

4.5 Impairment of goodwill
In accordance with IFRS, the Group reviews goodwill annually for impairment or whenever events or
changes in circumstances indicate that the carrying amounts may not be recoverable. The carrying
value of the Group’s operations is compared to their estimated recoverable values to determine
whether goodwill is impaired. The recoverable value is estimated from a discounted cash flow model
that relies on significant key assumptions, including after-tax cash flows forecasted over an extended
period of years, terminal growth rates and discount rates. The Group uses published statistics or
seeks advice where possible when determining the assumptions it uses. For a discussion of the
impairment charges recorded by the Group in the 2009 financial year, see paragraph 5.2.6
(‘‘Impairment of Goodwill’’) of this Part VI: ‘‘Operating and Financial Review of Yell’’.

4.6 Net finance costs
Net finance costs represent finance costs partially offset by finance income.
Finance income comprises interest on investments.
Finance costs comprise interest expense on borrowings (including the senior credit facilities and
revolving and other credit facilities) adjusted for gains and losses on hedging instruments settled, net
interest costs on pension scheme arrangements and amortisation of finance costs.

4.7 Taxation
Taxation reflects the current and deferred taxes due or receivable in all applicable jurisdictions on the
Group’s profit/(loss) in the relevant financial period. Provision is made in full for deferred tax
liabilities. Deferred tax assets are recognised to the extent that it is probable that future taxable profit
will be available against which the benefit can be realised. No provision is made for unremitted
earnings of foreign subsidiaries or temporary differences relating to investments in subsidiaries where
realisation of such differences can be controlled and is not probable in the foreseeable future.
Current tax is provided at the amounts expected to be paid or recovered under the tax rates that
have been enacted or substantially enacted by the balance sheet date. Deferred tax is measured at the
tax rates that are expected to apply in the periods in which the temporary differences are expected to
reverse, based on tax rates and laws that have been enacted or substantially enacted by the balance
sheet date. Deferred tax assets and liabilities are not discounted.

4.8 EBITDA, adjusted EBITDA and adjusted EBITDA margin
EBITDA, adjusted EBITDA and adjusted EBITDA margin are supplementary measures of
performance and liquidity and are not required by, or presented in accordance with, IFRS. They are
used by the Group in the management reporting of its segments and in assessing the Group’s growth
and operational efficiencies. In addition, the Board believes these measures are commonly reported by
comparable businesses and are frequently used by security analysts, investors and other market
participants in comparing companies on a consistent basis without regard to depreciation,
amortisation and impairment charges, which can vary significantly depending upon accounting
methods or non-operating factors. The Group also presents adjusted EBITDA because it is used in
the calculation of the leverage ratio and interest coverage ratio, as required to be maintained under
the financial covenants under the Existing Facilities Agreement and the New Facilities Agreement.
However, EBITDA, adjusted EBITDA and adjusted EBITDA margin have their own limitations as
analytical tools and should not be considered in isolation from, or as a substitute for, the analysis of
the Group’s results of operations under IFRS. For a further discussion of the risks and limitations
associated with these and other non-IFRS financial measures, please see the section of this Prospectus
headed ‘‘Important Information’’.
4.8.1 EBITDA
The Group calculates EBITDA (earnings before interest, taxes, depreciation and amortisation) by
adding depreciation, amortisation and impairment charges to operating profit/(loss), in each case
determined in accordance with IFRS.
4.8.2 Adjusted EBITDA
Adjusted EBITDA is calculated as the Group’s EBITDA (earnings before interest, taxes, depreciation
and amortisation), adjusted to exclude certain exceptional items that are exceptional by nature or by

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size. These include restructuring costs, costs associated with acquisitions, costs related to the
cancellation of share plans and the release of accruals for litigation settlements in the United States.
4.8.3 Adjusted EBITDA margin
Adjusted EBITDA margin is adjusted EBITDA stated as a percentage of total revenue.

5     Results of operations
The following table sets out the Group’s consolidated income statement and adjusted EBITDA for
the periods indicated:
                                       Six months ended
                                         30 September                 Year ended 31 March
                                          2009         2008        2009          2008       2007
£ millions                         (unaudited) (unaudited)     (audited)    (audited)   (audited)
Revenue                                                 982.8          1,023.2     2,397.9    2,218.7    2,075.1
Cost of sales                                          (427.8)          (435.9)   (1,050.2)    (956.8)    (919.7)
Gross profit                                             555.0            587.3     1,347.7    1,261.9    1,155.4
Distribution costs                                      (37.0)           (37.8)      (91.3)     (85.3)     (72.0)
Administrative expenses                                (314.4)          (298.6)     (720.3)    (601.1)    (571.4)
Impairment of goodwill                                     —                —     (1,272.3)        —          —
Operating profit (loss)                                  203.6            250.9      (736.2)     575.5      512.0
Finance costs                                          (165.4)          (134.0)     (299.4)    (266.7)    (266.3)
Finance income                                            0.5              1.4         2.7        3.5        8.7
Net finance costs                                       (164.9)          (132.6)     (296.7)    (263.2)    (257.6)
Loss on disposal of subsidiary                             —                —           —        (1.4)      (6.4)
Profit (loss) before taxation                             38.7            118.3    (1,032.9)     310.9      248.0
Taxation                                                (12.9)           (33.1)     (108.5)    (104.1)     (31.7)
Profit (loss) for the financial period                     25.8             85.2    (1,141.4)     206.8      216.3

Adjusted EBITDA                                        296.9            344.3       816.1      738.9      677.5


5.1 Comparison of six months ended 30 September 2009 and six months ended 30 September 2008
5.1.1 Revenue
The Group’s revenue decreased by £40.4 million, or 3.9 per cent., from £1,023.2 million in the six
months ended 30 September 2008 to £982.8 million in the six months ended 30 September 2009.
Reported revenue reflects the benefit of the weaker pound. At constant exchange rates, the Group’s
revenue in the six months ended 30 September 2009 was 13.2 per cent. lower than the same period in
the prior year. This decrease reflects the recession and associated uncertainty that has markedly
reduced the total volume of advertising spend across all media in each of the regions in which the
Group operates.
5.1.2 Adjusted EBITDA
Adjusted EBITDA decreased by £47.4 million, or 13.8 per cent., from £344.3 million in the six
months ended 30 September 2008 to £296.9 million in the six months ended 30 September 2009. At
constant exchange rates, adjusted EBITDA was 21.0 per cent. lower than the same period in the prior
year. This decrease reflects the decrease in revenue, partially offset by measures taken to reduce costs.
5.1.3 Cost of sales
Cost of sales decreased by £8.1 million, or 1.9 per cent., from £435.9 million in the six months ended
30 September 2008 to £427.8 million in the six months ended 30 September 2009. At constant
exchange rates, cost of sales was 12.8 per cent. lower than the same period in the prior year. This
decrease reflects the decreases in variable costs resulting from the decrease in the Group’s revenue.
5.1.4 Distribution costs
Distribution costs decreased by £0.8 million, or 2.1 per cent., from £37.8 million in the six months
ended 30 September 2008 to £37.0 million in the six months ended 30 September 2009.
5.1.5 Administrative expenses
Administrative expenses increased by £15.8 million, or 5.3 per cent., from £298.6 million in the six
months ended 30 September 2008 to £314.4 million in the six months ended 30 September 2009. This

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increase reflects the weaker pound and the increased investment in Yell Publicidad. Administrative
expenses were 4.8 per cent. lower on a constant currency basis.

5.1.6 Net finance costs
Net finance costs increased by £32.3 million, or 24.3 per cent., from £132.6 million in the six months
ended 30 September 2008 to £164.9 million in the six months ended 30 September 2009. This increase
was primarily due to the 1 per cent. margin increase on the Existing Debt Facilities agreed as part of
the covenant reset in October 2008.

5.1.7 Taxation
Taxation decreased by £20.2 million, or 61.0 per cent., from £33.1 million in the six months ended
30 September 2008 to £12.9 million in the six months ended 30 September 2009. This decrease was
primarily due to the reduction in profit before tax.

5.1.8 Segmental analysis
                                                                  Six months ended 30 September 2009
                                                                              (unaudited)
                                                                                            Yell
£ millions unless noted otherwise                            Yell UK Yellowbook       Publicidad        Total
Revenue
Revenue at constant exchange rates                             305.3        416.9        165.6          887.6
Change at constant exchange rates                              (12.8%)      (13.3%)      (13.9%)        (13.2%)
Exchange impact                                                   —          79.7         15.3           95.2

Net revenue                                                    305.3        496.6        180.9          982.8

EBITDA
Adjusted EBITDA at constant exchange rates                     121.2        108.5         42.3          272.0
Change at constant exchange rates                              (13.1%)      (20.3%)      (38.4%)        (21.0%)
Exchange impact                                                   —          20.9          4.0           24.9
Adjusted EBITDA                                                121.2        129.4         46.3          296.9
Adjusted EBITDA margin                                          39.7%        26.1%        25.6%          30.2%
Change in adjusted EBITDA                                      (13.1%)       (4.9%)      (32.6%)        (13.8%)
Exceptional expenditure                                           —            —            —
EBITDA                                                         121.2        129.4         46.3          296.9
Depreciation, amortisation and impairment
  charges                                                       (10.6)       (26.3)      (56.4)          (93.3)

Operating profit (loss)                                         110.6        103.1        (10.1)         203.6


                                                                  Six months ended 30 September 2008
                                                                              (unaudited)
                                                                                            Yell
£ millions unless noted otherwise                            Yell UK Yellowbook       Publicidad        Total
Net revenue                                                    350.0        480.8        192.4         1,023.2

Adjusted EBITDA                                                139.5        136.1         68.7          344.3
Adjusted EBITDA margin                                          39.9%        28.3%        35.7%          33.6%
Exceptional expenditure                                         (7.7)          —          (2.9)         (10.6)
EBITDA                                                         131.8        136.1         65.8          333.7
Depreciation and amortisation charges                           (9.1)       (21.3)       (52.4)         (82.8)

Operating profit                                                122.7        114.8         13.4          250.9


(a) Yell UK
Yell UK revenue decreased by £44.7 million, or 12.8 per cent., from £350.0 million in the six months
ended 30 September 2008 to £305.3 million in the six months ended 30 September 2009. Printed
directories revenue declined by 19.7 per cent. The acquisition of new print advertising customers was

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not enough to offset those that were not retained. Overall printed directories’ revenue per unique
advertiser has declined, reflecting cautious advertiser behaviour in response to difficult economic and
market conditions. The decline in printed directories revenue was partially offset by internet revenue
growth of 8.7 per cent., driven by a 2.0 per cent. increase in unique users. Internet revenue was 28.6
per cent. of total Yell UK revenue in the six months ended 30 September 2009, up from 22.9 per
cent. in the six months ended 30 September 2008.
Yell UK adjusted EBITDA decreased by £18.3 million, or 13.1 per cent., from £139.5 million in the
six months ended 30 September 2008 to £121.2 million in the six months ended 30 September 2009.
This decrease reflects the decrease in revenue, partially offset by measures taken to reduce costs.
(b) Yellowbook
Yellowbook revenue increased by £15.8 million, or 3.3 per cent., from £480.8 million in the six
months ended 30 September 2008 to £496.6 million in the six months ended 30 September 2009. At
constant exchange rates, revenue was 13.3 per cent. lower than the same period in the prior year.
Yellowbook revenue decreased by $122.4 million from $921.2 million in the six months ended
30 September 2008 to $798.8 million in the six months ended 30 September 2009. Printed directories
revenue declined 18.4 per cent. The acquisition of new print advertising customers was not enough to
offset those that were not retained. Overall printed directories’ revenue per unique advertiser has
declined, reflecting cautious advertiser behaviour in response to difficult economic and market
conditions. The decline in printed directories revenue was partially offset by internet revenue growth
of 28.1 per cent., driven in part by a 2.9 per cent increase in unique users. Internet revenue was 16.3
per cent. of total Yellowbook revenue in the six months ended 30 September 2009, up from 11.0 per
cent. in the six months ended 30 September 2008.
Yellowbook adjusted EBITDA decreased by £6.7 million, or 4.9 per cent., from £136.1 million in the
six months ended 30 September 2008 to £129.4 million in the six months ended 30 September 2009.
At constant exchange rates, adjusted EBITDA was 20.3 per cent. lower than the same period in the
prior year. Adjusted EBITDA decreased by $53.0 million from $261.0 million in the six months ended
30 September 2008 to $208.0 million in the six months ended 30 September 2009. This decrease
reflects the decrease in revenue, partially offset by measures taken to reduce costs.
(c) Yell Publicidad
Yell Publicidad revenue decreased by £11.5 million, or 6.0 per cent., from £192.4 million in the six
months ended 30 September 2008 to £180.9 million in the six months ended 30 September 2009. At
constant exchange rates, revenue was 13.9 per cent. lower than the same period in the prior year. Yell
Publicidad revenue decreased by A36.4 million from A242.4 million in the six months ended
30 September 2008 to A206.0 million in the six months ended 30 September 2009. Paginas Amarillas
                                                                                      ´
revenue declined 27.5 per cent. due to the economic pressures that led to a reduction in both
retention and yield. This was partially offset by internet revenue in Spain, which grew 17.4 per cent.
as Yell Publicidad more fully monetised its strong usage. The unbundling programme (whereby Yell
Publicidad is charging separately for its print and internet products) has resulted in a significant
increase in the annualised revenue per average searchable advertiser, which was partially offset by the
decrease in searchable advertisers. Internet revenue in Spain represented 13.4 per cent. of total Yell
Publicidad revenue in the six months ended 30 September 2009, up from 9.7 per cent. in the six
months ended 30 September 2008. Revenue from Latin America at A32.7 million increased 13.1 per
cent., or 22.1 per cent. at constant exchange rates.
Yell Publicidad adjusted EBITDA decreased by £22.4 million, or 32.6 per cent., from £68.7 million in
the six months ended 30 September 2008 to £46.3 million in the six months ended 30 September
2009. At constant exchange rates, adjusted EBITDA was 38.4 per cent. lower than the same period in
the prior year. Adjusted EBITDA decreased by A34.3 million from A86.7 million in the six months
ended 30 September 2008 to A52.4 million in the six months ended 30 September 2009. This decrease
reflects the decrease in revenue and increased investment in the business, partially offset by measures
taken to reduce costs.

5.2                                                    Comparison of year ended 31 March 2009 and year ended 31 March 2008
5.2.1 Revenue
The Group’s revenue increased by £179.2 million, or 8.1 per cent., from £2,218.7 million in the year
ended 31 March 2008 to £2,397.9 million in the year ended 31 March 2009. Reported revenue reflects
the benefit of the weaker pound. At constant exchange rates, the Group’s revenue in the year ended
31 March 2009 was £2,116.1 million, a 4.6 per cent. decrease from the previous year. This decrease

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was primarily due to reduced advertising expenditure by the Group’s advertising customers in
response to difficult economic and market conditions. In each of the Group’s businesses, revenue
from printed directories experienced a significant decline, which was only partially offset by the rapid
growth in internet revenue. The decrease in revenue from printed directories is consistent with trends
in the directories business, as usage of printed directories has been declining. The Group believes that
the decline in usage of printed directories is leading advertisers to spend a greater portion of their
marketing budgets on internet and mobile-based products.
5.2.2 Adjusted EBITDA
Adjusted EBITDA increased by £77.2 million, or 10.4 per cent., from £738.9 million in the year
ended 31 March 2008 to £816.1 million in the year ended 31 March 2009. This increase reflects the
benefit of a weaker pound. At constant exchange rates, adjusted EBITDA was 1.8 per cent. lower
than the same period in the prior year. This decrease reflects the decrease in revenue, partially offset
by measures taken to reduce costs.
5.2.3 Cost of sales
Cost of sales increased by £93.4 million, or 9.8 per cent., from £956.8 million in the year ended
31 March 2008 to £1,050.2 million in the year ended 31 March 2009. This increase reflects the effect
of the weaker pound. At constant exchange rates, cost of sales decreased by 4.9 per cent. At constant
exchange rates, the costs of developing and producing the Group’s products decreased by 7.8 per
cent., in line with lower revenue and reflecting efficiency savings, but was partially offset by increased
bad debt charges. Bad debt expense increased by £37.5 million in the year ended 31 March 2009,
reflecting difficult economic conditions and the ongoing credit crisis.
5.2.4 Distribution costs
Distribution costs increased by £6.0 million, or 7.0 per cent., from £85.3 million in the year ended
31 March 2008 to £91.3 million in the year ended 31 March 2009. This increase reflects the effect of
the weaker pound. At constant exchange rates, distribution costs decreased 8.3 per cent, in line with
lower revenue and reflecting cost reducing measures.
5.2.5 Administrative expenses
Administrative expenses increased by £119.2 million, or 19.8 per cent., from £601.1 million in the year
ended 31 March 2008 to £720.3 million in the year ended 31 March 2009. Net exceptional costs,
primarily from cost reduction programmes, increased by £100.3 million. Administrative expenses,
excluding exceptional items, increased by £18.9 million or 3.1 per cent. At constant exchange rates,
administrative expenses, excluding exceptional items, were 11.0 per cent lower than the previous year.
This decrease was primarily a result of cost reduction programmes across the Group.
5.2.6 Impairment of goodwill
In the year ended 31 March 2009, the Group recognised an impairment loss of £1,272.3 million on
goodwill related to its operations in Spain (£1,103.9 million), Chile (£120.1 million), Argentina (£40.8
million) and Peru (£7.5 million), as compared to no impairment of goodwill in the year ended
31 March 2008. Financial plans for all of the Group’s operations were reduced during the 2009
impairment tests to reflect the deepening recessions in Europe and the United States and expectations
for the recession to spread to Latin America. This reduction was the main cause of the impairments
in Spain and Chile. The impairment in Argentina was a result of adjustments to the discount rate
applied to those operations to reflect specific risks in that country. The impairment in Peru was a
result of adjustments in the terminal growth rate applied to those operations to reflect the more
cautious outlook the Group has taken in all jurisdictions.
5.2.7 Net finance costs
Net finance costs increased by £33.5 million, or 12.7 per cent., from £263.2 million in the year ended
31 March 2008 to £296.7 million in the year ended 31 March 2009. This increase primarily reflects an
increase in the average interest rate from 7.1 per cent. to 7.5 per cent., as a result of five months of
margin increases agreed with the covenant reset in October 2008.
5.2.8 Taxation
Taxation increased by £4.4 million, or 4.2 per cent., from £104.1 million in the year ended 31 March
2008 to £108.5 million in the year ended 31 March 2009. The Group recognised a loss before
taxation in the year ended 31 March 2009 as compared to a profit in the year ended 31 March 2008;
however, the goodwill impairment in the year ended 31 March 2009 was not allowable for tax

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purposes. Profit before tax in the year ended 31 March 2009, excluding the goodwill impairment, was
£239.4 million or £71.5 million lower than the previous year. The tax effect of this lower profit before
tax was more than offset by the derecognition of deferred tax assets.

5.2.9 Segmental analysis

                                                               Year ended 31 March 2009
                                                                       (audited)
                                                                                    Yell
£ millions unless noted otherwise                      Yell UK Yellowbook     Publicidad         Total
Revenue
Revenue at constant exchange rates                       692.1        977.6         446.4       2,116.1
Change at constant exchange rates                         (5.5%)       (2.4%)        (8.0%)        (4.6%)
Exchange impact                                             —         204.6          77.2         281.8

Net revenue                                              692.1      1,182.2         523.6       2,397.9

EBITDA
Adjusted EBITDA at constant exchange rates               266.7        280.7         178.4         725.8
Change at constant exchange rates                          2.3%        (4.0%)        (4.0%)        (1.8%)
Exchange impact                                             —          59.5          30.8          90.3
Adjusted EBITDA                                          266.7        340.2         209.2         816.1
Adjusted EBITDA margin                                    38.5%        28.7%         40.0%         34.0%
Change in adjusted EBITDA                                  2.3%        16.3%         12.5%         10.4%
Exceptional expenditure                                  (59.3)       (12.1)        (31.6)       (103.0)
EBITDA                                                   207.4        328.1         177.6        713.1
Depreciation, amortisation and impairment
  charges                                                (20.0)        (46.5)    (1,382.8)     (1,449.3)

Operating profit (loss)                                   187.4        281.6      (1,205.2)       (736.2)


                                                               Year ended 31 March 2008
                                                                       (audited)
                                                                                    Yell
£ millions unless noted otherwise                      Yell UK Yellowbook     Publicidad         Total
Net revenue                                              732.1      1,001.2         485.4       2,218.7

Adjusted EBITDA                                          260.6        292.4         185.9         738.9
Adjusted EBITDA margin                                    35.6%        29.2%         38.3%         33.3%
Exceptional expenditure                                   (7.4)        11.8          (7.1)         (2.7)
EBITDA                                                   253.2        304.2         178.8         736.2
Depreciation and amortisation charges                    (17.0)       (46.0)        (97.7)       (160.7)
Operating profit                                          236.2        258.2          81.1         575.5

Loss on sale of subsidiary                                  —            —           (1.4)         (1.4)


(a) Yell UK
Yell UK revenue, at £692.1 million, represented 29 per cent. of the Group’s revenue in the year
ended 31 March 2009. Yell UK revenue decreased by £40.0 million, or 5.5 per cent., from £732.1
million in the year ended 31 March 2008 to £692.1 million in the year ended 31 March 2009. This
decrease was primarily a result of the decline in revenue from printed directories as a result of
difficult economic conditions in the United Kingdom, which was only partially offset by an increase
in internet revenue.
Driven by a 25.9 per cent. increase in unique users from March 2008 to March 2009, internet revenue
grew by £25.3 million, or 18.2 per cent., from £139.2 million in the year ended 31 March 2008 to
£164.5 million in the year ended 31 March 2009. Internet revenue represented 23.8 per cent. of Yell
UK revenue in the year ended 31 March 2009, up from 19.0 per cent. of Yell UK revenue in the

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year ended 31 March 2008. Annualised revenue per average searchable advertiser at £772 was 13.7
per cent. higher than the year ended 31 March 2008, reflecting the Group’s focus on selling higher
value products that deliver more usage. The number of searchable advertisers increased by 3.8 per
cent. at 31 March 2009.
Yell UK print revenue declined by £61.5 million, or 10.9 per cent., from £565.9 million in the year
ended 31 March 2008 to £504.4 million in the year ended 31 March 2009. Unique advertisers in Yell
UK’s printed directories decreased by 10.1 per cent., as the Group focused less on acquiring new,
lower value customers in the difficult market conditions. The unique advertiser retention rate was
slightly down at 73 per cent., as compared to 74 per cent. in the year ended 31 March 2008, as
customers generally reduced advertising expenditure rather than ceasing to advertise with Yell UK
altogether. Revenue per unique advertiser of £1,293 was broadly flat with cautious customer
behaviour being nearly offset by the retention of higher value customers.
Yell UK adjusted EBITDA increased from £260.6 million in the year ended 31 March 2008, or 2.3
per cent., to £266.7 million in the year ended 31 March 2009. This increase was primarily attributable
to cost savings, which more than offset the reduction in revenue. The Yell UK adjusted EBITDA
margin increased to 38.5 per cent. in the year ended 31 March 2009 from 35.6 per cent. in the prior
financial year, reflecting a 10 per cent. decrease in costs as a result of cost reducing measures.
(b) Yellowbook
Yellowbook revenue, at £1,182.2 million, represented 49 per cent. of the Group’s revenue in the year
ended 31 March 2009. The weakening pound resulted in an 18 per cent. sterling-denominated revenue
increase, while Yellowbook revenue was 2 per cent. lower in US dollar terms. Overall Yellowbook
revenue decreased from $2,009.8 million in the year ended 31 March 2008 to $1,962.5 million in the
year ended 31 March 2009. This decrease reflected the difficult market conditions in the United
States, which resulted in a decline in print revenue, which was only partially offset by the growth in
internet revenue.
Internet revenue grew by $112.2 million, or 97.5 per cent., from $115.1 million in the year ended
31 March 2008 to $227.3 million in the year ended 31 March 2009. This growth was driven by higher
revenue per searchable advertiser. The number of unique visitors in March 2009 was 24.4 per cent.
higher than in March 2008. Searchable advertisers at 31 March 2009 fell 3.2 per cent. from 31 March
2008, but annualised revenue per average searchable advertiser nearly doubled from $308 in the year
ended 31 March 2008 to $598 in the year ended 31 March 2009. This was primarily a result of the
Group’s focus on selling higher value products that deliver more usage.
Yellowbook print revenue declined by $159.5 million, or 8.4 per cent., from $1,894.7 million in the
year ended 31 March 2008 to $1,735.2 million in the year ended 31 March 2009. The reduction was
driven by 7.6 per cent. fewer unique advertisers, as Yellowbook refocused on maintaining revenue per
unique advertiser through retention of higher value advertising customers. Average revenue per unique
advertiser was broadly flat at $2,737 and the unique advertiser retention rate was slightly down at 68
per cent., as compared to 70 per cent. in the year ended 31 March 2008.
Yellowbook adjusted EBITDA decreased from $587.2 million in the year ended 31 March 2008, or 4
per cent., to $563.7 million in the year ended 31 March 2009. This decrease reflects the decrease in
revenue and increased investment in Yellowbook.com, partially offset by cost reducing measures.
Yellowbook adjusted EBITDA margin of 28.7 per cent. was slightly down from 29.2 per cent. in the
prior financial year, reflecting the increased investment in Yellowbook.com funded by the savings
from Yellowbook’s cost reducing measures.
(c) Yell Publicidad
Yell Publicidad revenue, at £523.6 million, represented 22 per cent. of the Group’s revenue in the
year ended 31 March 2009. The weakening pound resulted in an 8 per cent. sterling-denominated
increase in reported revenue against an 8 per cent. decrease in revenue at constant exchange rates.
Overall Yell Publicidad revenue decreased from A682.7 million in the year ended 31 March 2008 to
A620.7 million in the year ended 31 March 2009. This decrease reflects the difficult market conditions
in Spain.
Internet revenue in Spain grew by A5.9 million, or 13.4 per cent., from A44.1 million in the year
ended 31 March 2008 to A50.0 million in the year ended 31 March 2009. This increase was supported
by a 25 per cent. increase in unique users during March 2009 as compared to March 2008, which was
primarily attributable to the Group’s investments in enhancing its website usability and content and
improvements in SEM and SEO. Unbundling of printed and online products led to an expected

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reduction in searchable advertisers, which numbered 116,000 at 31 March 2009 as compared to
225,000 at 31 March 2008. However, annualised revenue per average searchable advertiser more than
doubled from A158 in the year ended 31 March 2008 to A329 in the year ended 31 March 2009,
reflecting the effect of unbundling.
Paginas Amarillas revenue declined by A44.1 million, or 14.9 per cent., from A295.2 million in the
  ´
year ended 31 March 2008 to A251.1 million in the year ended 31 March 2009. This decline reflected
a 14.9 per cent. decline in the same-market revenue due to the severe economic downturn in Spain
that led to a reduction in both retention and yield. The number of unique advertisers in Yell
Publicidad’s Spanish printed directories fell 11.2 per cent. as unique advertiser retention rates dropped
from 85 per cent. to 78 per cent., and revenue per unique advertiser decreased from A920 to A881.
 Revenue from Latin America was A162.6 million in the year ended 31 March 2009, an 8.8 per cent.
 increase at constant exchange rates from the year ended 31 March 2008. Latin America, which has
 not yet been significantly affected by the global recession, accounted for 26 per cent. of Yell
 Publicidad revenue.
 Yell Publicidad adjusted EBITDA decreased from A261.7 million in the year ended 31 March 2008, or
 5.2 per cent., to A248.0 million in the year ended 31 March 2009, reflecting increased investment and
 lower revenue, partially offset by cost reducing measures as a result of the restructuring of Yell
 Publicidad’s sales organisation and the reorganisation of its publishing schedule. Yell Publicidad
 adjusted EBITDA margin increased to 40.0 per cent. in the year ended 31 March 2009 from 38.3 per
 cent. in the prior financial year, reflecting the cost reducing measures.

  5.3 Comparison of year ended 31 March 2008 and year ended 31 March 2007
  The Group’s results for the year ended 31 March 2008 and the year ended 31 March 2007 are not
  directly comparable as a result of the acquisition of Yell Publicidad (formerly TPI) during the year
  ended 31 March 2007 and the acquisition of Publicom S.A. in the year ended 31 March 2008.
  Acquisitions are reflected in the Group’s financial statements from the date of the acquisition (from
  24 July 2006 for Yell Publicidad and from 1 April 2007 for Publicom S.A.). As a result, the Group’s
  results for the year ended 31 March 2007 reflect only eight months of the results for Yell Publicidad,
  while the year ended 31 March 2008 includes the full year results for Yell Publicidad. The results of
  Publicom S.A. are first reflected in the Group’s results for the year ended 31 March 2008.

  5.3.1 Revenue
  The Group’s revenue increased by £143.6 million, or 6.9 per cent., from £2,075.1 million in the year
  ended 31 March 2007 to £2,218.7 million in the year ended 31 March 2008. Reported revenue
  reflected the effect of a relatively stronger pound. At constant exchange rates, revenue increased by
  £176.1 million, or 8.5 per cent., from the year ended 31 March 2007, reflecting the inclusion of the
  full year effects of the acquisition of Yell Publicidad, the organic growth in the United States and
  United Kingdom, the acquisition of Publicom S.A. in Argentina and ‘‘in-fill’’ acquisitions in the
  United States during the year. The Group estimates that organic growth at constant exchange rates
  was 2.5 per cent. after removing the effects of acquisitions.

  5.3.2 Adjusted EBITDA
  Adjusted EBITDA increased by £61.4 million, or 9.1 per cent., from £677.5 million in the year ended
  31 March 2007 to £738.9 million in the year ended 31 March 2008. At constant exchange rates,
  adjusted EBITDA was 10.1 per cent. higher than the same period in the prior year. This increase
  reflects the increase in revenue as a result of the inclusion of the full year effects of the acquisition of
  Yell Publicidad, organic growth in the United States and United Kingdom and the acquisition of
  Publicom S.A. in Argentina.

  5.3.3 Cost of sales
  Cost of sales increased by £37.1 million, or 4.0 per cent., from £919.7 million in the year ended
  31 March 2007 to £956.8 million in the year ended 31 March 2008. This increase reflects increased
  revenue, mostly from the acquisition of Publicom S.A. and the inclusion of the full year effects of the
  acquisition of Yell Publicidad.

  5.3.4 Distribution costs
  Distribution costs increased by £13.3 million, or 18.5 per cent., from £72.0 million in the year ended
  31 March 2007 to £85.3 million in the year ended 31 March 2008. This increase was primarily a

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result of an increase in the total number of directories published as a result of the inclusion of the
full year effects of the acquisition of Yell Publicidad and the acquisition of Publicom S.A.
5.3.5 Administrative expenses
Administrative expenses increased by £29.7 million, or 5.2 per cent., from £571.4 million in the year
ended 31 March 2007 to £601.1 million in the year ended 31 March 2008. This increase was primarily
from the inclusion of the full year costs of Yell Publicidad and the expenses of Publicom S.A., which
was acquired in the year ended 31 March 2008.
5.3.6 Net finance costs
Net finance costs increased by £5.6 million, or 2.2 per cent., from £257.6 million in the year ended
31 March 2007 to £263.2 million in the year ended 31 March 2008. This increase was a result of
higher interest payable on the Group’s credit facilities, reflecting a full year of higher borrowings that
arose to fund the acquisition of Yell Publicidad. The average interest rate remained flat at 7.1 per
cent.
5.3.7 Taxation
Taxation increased by £72.4 million, or 228.4 per cent., from £31.7 million in the year ended
31 March 2007 to £104.1 million in the year ended 31 March 2008. This increase was primarily a
result of higher profit before tax in the year ended 31 March 2008 and changes in tax rates, which
gave rise to an exceptional tax credit of £46.6 million in the year ended 31 March 2007.
5.3.8 Segmental analysis
                                                                     Year ended 31 March 2008
                                                                             (audited)
                                                                                          Yell
£ millions unless noted otherwise                            Yell UK Yellowbook     Publicidad     Total
Revenue
Revenue at constant exchange rates                             732.1      1,055.5       463.6    2,251.2
Change at constant exchange rates                                1.7%         4.1%       36.0%       8.5%
Exchange impact                                                   —         (54.3)       21.8      (32.5)

Net revenue                                                    732.1      1,001.2       485.4    2,218.7

EBITDA
Adjusted EBITDA at constant exchange rates                     260.6       307.8        177.3      745.7
Change at constant exchange rates                                3.0%         3.7%       38.7%      10.1%
Exchange impact                                                   —         (15.4)        8.6       (6.8)
Adjusted EBITDA                                                260.6       292.4        185.9      738.9
Adjusted EBITDA margin                                          35.6%        29.2%       38.3%      33.3%
Change in adjusted EBITDA                                        3.0%      (1.5%)        45.5%       9.1%
Exceptional expenditure                                         (7.4)        11.8        (7.1)      (2.7)
EBITDA                                                         253.2       304.2        178.8      736.2
Depreciation and amortisation charges                          (17.0)       (46.0)      (97.7)    (160.7)
Operating profit (loss)                                         236.2       258.2         81.1      575.5

Loss on disposal of subsidiary                                    —           —          (1.4)       (1.4)




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                                                                     Year ended 31 March 2007
                                                                             (audited)
                                                                                          Yell
£ millions unless noted otherwise                            Yell UK Yellowbook     Publicidad     Total
Net Revenue                                                    719.9     1,014.3         340.9   2,075.1

Adjusted EBITDA                                                252.9        296.8       127.8      677.5
Adjusted EBITDA margin                                          35.1%        29.3%       37.5%      32.6%
Exceptional expenditure                                         (0.2)        (4.5)       (4.2)      (8.9)
EBITDA                                                         252.7        292.3       123.6      668.6
Depreciation and amortisation charges                          (13.5)       (49.6)      (93.5)    (156.6)
Operating profit                                                239.2        242.7        30.1      512.0

Loss on sale of subsidiary                                        —           —          (6.4)      (6.4)


(a) Yell UK
Yell UK revenue, at £732.1 million, represented 33 per cent., of the Group’s total revenue in the year
ended 31 March 2008. Overall Yell UK revenue increased by £12.2 million, or 1.7 per cent., from
£719.9 million in the year ended 31 March 2007 to £732.1 million in the year ended 31 March 2008.
This increase was driven primarily by an increase in internet revenue, which was partially offset by
the decline in revenue from printed directories.
Internet revenue grew 45.2 per cent. with growth of 32.4 per cent. in annualised revenue per average
searchable advertiser, mainly as a result of selling higher value products to existing customers. The
209,000 searchable advertisers at 31 March 2008 was 6.6 per cent. higher than at 31 March 2007.
Unique users in March 2008 grew by 11.8 per cent. as compared to March 2007, largely due to
successful SEM and SEO.
Yell UK print revenue declined by £34.6 million, or 5.8 per cent., from £600.5 million in the year
ended 31 March 2007 to £565.9 million in the year ended 31 March 2008. This decline was largely a
result of a 3.6 per cent. decline in unique advertisers in Yell UK’s printed directories and economic
pressures on revenue per unique advertiser. The regulatory price cap of 6 per cent. below RPI, which
was applicable at that time, required Yell UK to reduce Yellow Pages rate card prices by an average
of 3.3 per cent. during the year ended 31 March 2008 as compared to 2.8 per cent. during the year
ended 31 March 2007. Despite the price reduction, the average revenue per unique advertiser
decreased by only 2.3 per cent. The unique advertiser retention rate declined slightly from 75 per
cent. to 74 per cent. for the year ended 31 March 2008.
Yell UK adjusted EBITDA increased 3.0 per cent. from £252.9 million in the year ended 31 March
2007, to £260.6 million in the year ended 31 March 2008, reflecting increased revenue and a reduction
in discretionary costs in the latter year. This also gave rise to Yell UK’s adjusted EBITDA margin
increasing to 35.6 per cent. in the year ended 31 March 2008 from 35.1 per cent. in the prior
financial year.

(b) Yellowbook
Yellowbook revenue, at £1,001.2 million, represented 45 per cent., of the Group’s total revenue in the
year ended 31 March 2008. The weakening US dollar resulted in a 1.3 per cent. sterling-denominated
revenue decline. Overall Yellowbook revenue increased by $78.2 million, or 4.1 per cent., from
$1,931.6 million in the year ended 31 March 2007 to $2,009.8 million in the year ended 31 March
2008. Organic growth contributed 3.1 per cent. and acquisitions contributed 1.9 per cent. to this
increase, partially offset by the 0.9 per cent. decline primarily from the San Diego printed directories
that were rescheduled until early in the 2009 financial year because of the sales disruption from
extensive fires in that region. Organic growth of 3.1 per cent. was attributable to internet growth of
2.4 per cent. and new directory launches of 2.0 per cent., offset by a 1.3 per cent. reduction arising
from discontinued printed directories and a decline in revenue from existing printed directories.
Internet revenue increased by $46.4 million, or 67.5 per cent., from $68.7 million in the year ended
31 March 2007 to $115.1 million in the year ended 31 March 2008. Significant growth in usage is
illustrated by the 121.3 per cent. increase in unique visitors in March 2008 as compared to March
2007. Searchable advertisers declined by 0.5 per cent. at 31 March 2008 to 378,000 and annualised
revenue per average searchable advertiser increased from $178 to $304 as compared to the same

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period in the prior year. The decline in searchable advertisers and increase in annualised revenue per
average searchable advertiser was largely a result of the introduction of fuller pricing.
Yellowbook print revenue increased by $31.8 million, or 1.7 per cent., from $1,862.9 million in the
year ended 31 March 2007 to $1,894.7 in the year ended 31 March 2008. Unique advertisers in
Yellowbook’s printed directories declined by 0.9 per cent., due mainly to discontinued directories and
rescheduling of directories. Average revenue per unique advertiser increased 2.5 per cent. to $2,762,
reflecting existing customers buying higher value products and new customers paying more than
former customers, as a result of price increases. The unique advertiser retention rate was one
percentage point higher at 70 per cent.
Yellowbook adjusted EBITDA increased from $566.1 million in the year ended 31 March 2007, or
3.7 per cent., to $587.2 million in the year ended 31 March 2008. This increase reflects increased
revenue at an unchanged adjusted EBITDA margin of 29 per cent.
(c) Yell Publicidad
The Group acquired the operations of Yell Publicidad in July 2006 and, therefore, results for the year
ended 31 March 2008 are not comparable to the year ended 31 March 2007.
The Group consolidated A682.7 million (£485.4 million) of revenue and A261.7 million (£185.9 million)
of adjusted EBITDA in the year ended 31 March 2008. The 38.3 per cent. adjusted EBITDA margin
increased from the underlying 34 per cent. margin for the year ended 31 March 2007, but was
unchanged in comparison to the margin for the last eight months of the year ended 31 March 2007
during which the Group owned Yell Publicidad.
Internet revenue in Spain was A44.1 million, an increase of 13.7 per cent. from the year ended
31 March 2007, representing early growth from the unbundling of printed and online products that
began in October 2007. Printed directory revenue in Spain grew slightly on a like-for-like basis in the
year ended 31 March 2008.
Weaker Latin American currencies against the euro reduced Yell Publicidad’s euro-denominated
revenue by A14 million. At constant exchange rates, revenue from Latin America increased 6.8 per
cent. in the year ended 31 March 2008, as compared to the prior year. Yell Publicidad also
consolidated an additional A19 million in revenue from the acquisition of Publicom S.A. in Argentina
in April 2007 and retained A12 million of revenue from products it expected to discontinue.

6                                                      Liquidity and capital resources
6.1 Overview
The Group’s liquidity requirements arise primarily from the need to fund the Group’s working capital
requirements, as well as to service its debt financing and fund selective acquisitions. The Group has
funded its business largely from cash flows generated from operations and bank debt in the form of
term loans. The cash generation of the Group remains strong with 89.5 per cent. of adjusted
EBITDA converted to operating cash flow of £730.2 million in the year ended 31 March 2009, and
even stronger cash conversion at 134.7 per cent. (operating cash flow of £399.8 million) in the six
months ended 30 September 2009 as a consequence of the timing of payments and the release of
working capital following a reduction in revenue. To date, this has enabled the Group to meet its
debt service obligations from free cash flow.
The Group manages its liquidity requirements by the use of both short- and long-term cash flow
forecasts. The Group’s objectives when managing capital are to safeguard its ability to continue as a
going concern and to provide an adequate return to shareholders by pricing products commensurately
with the level of risk. The Group sets the amount of capital in proportion to risk, and manages and
makes adjustments to its capital structure in light of changes in economic conditions and risk
characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group
may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new
shares or sell assets to reduce debt.
The Group’s financing facilities primarily comprise a series of term loans in sterling, euros and US
dollars. The principal amount of the term loans is £4,533.7 million at 30 September 2009 exchange
rates, of which £3,849.9 million was outstanding at 30 September 2009 (£4,225.2 million outstanding
at 31 March 2009). These term loans were arranged under the Existing Facilities Agreement dated
27 April 2006, which also includes a revolving credit facility of £400 million. At 30 September 2009,
£nil was outstanding under the revolving credit facility (31 March 2009 – £40.3 million). The term
loans and the revolving credit facility under the Existing Facilities Agreement are secured by

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guarantees given by the Group’s principal operating and holding companies and by pledges over the
shares of principal operating or holding companies. In mid-2008, the economic slowdown and
increased competition in the US market from newly floated incumbent publishers led the Group to
seek amendments to the leverage and interest coverage covenants under the Existing Facilities
Agreement. In October 2008, the Group and the syndicate of lending banks agreed to reset those
covenants. Since then, the economic environment in the Group’s core economies of the United
Kingdom, United States and Spain has worsened significantly and has led to a tightening of
headroom under the revised covenants. The Group embarked on a comprehensive capital
restructuring process and as announced on 30 June 2009, the Group has agreed with its lenders to
refinance the Group including, among other things, the extension of debt maturities to 2014, a new
financial covenant package giving the Group more headroom and the ability to diversify the Group’s
funding sources through the issuance of bonds and similar instruments. This refinancing of the Group
is described in more detail in paragraph 11.3 (‘‘New Facilities Agreement’’) of Part X: ‘‘Additional
Information’’ of this Prospectus. The Group may also seek to reduce its indebtedness under the New
Facilities Agreement by the Minimum Reduction Amount within 18 months of completion of the
New Facilities Agreement by way of a receivables securitisation, high yield bond or other offering.

6.2 Borrowings
Under the Articles, the Directors are required to ensure that the total of all amounts borrowed by
group companies do not exceed five times capital and reserves. This ratio is currently exceeded
following the significant goodwill impairment during the year ended 31 March 2009. Resolutions to
authorise the Group to exceed this restriction in the Articles were put to and approved by
shareholders at the Annual General Meeting on 24 July 2009.

Consistent with other companies in the industry, the Group monitors capital on the basis of a debt-
to-profit ratio, which is calculated by dividing net debt by adjusted profit. Net debt is calculated as
the total debt presented in the balance sheet less cash and cash equivalents. Adjusted profit is defined
as EBITDA for the twelve months ended on the balance sheet date on a pro forma basis, as if
acquisitions and disposals occurred on the first day of that twelve month period, adjusted to exclude
exceptional items.

The following table sets out the Group’s net debt at the dates indicated:

                                                       At 30 September                    At 31 March
                                                         (unaudited)                       (audited)
£ millions                                               2009         2008           2009       2008       2007
Senior credit facilities                               3,448.4          3,519.4    3,876.6    3,503.4    3,505.0
Term loans under secured credit
  facilities                                            366.1            242.3      299.7      200.0      121.7
Revolving loans under secured
  credit facilities                                        —              78.0       40.3       70.0       97.2
Net obligations under finance leases
  and other short-term borrowings                        38.9             43.3       41.7       46.4         5.4

Total loans and other borrowings                       3,853.4          3,883.0    4,258.3    3,819.8    3,729.3

Cash                                                     (72.4)           (72.4)     (51.1)     (60.4)     (66.7)

Total net debt                                         3,781.0          3,810.6    4,207.2    3,759.4    3,662.6


Net debt at 30 September 2009 was just under 5.0 times pro forma adjusted EBITDA at consistent
exchange rates (that is, a rate fixed for all elements of the calculation) compared with 4.7 times on
the same basis in the prior year. Net debt at 31 March 2009 was 4.7 times pro forma adjusted
EBITDA at consistent exchange rates compared with 4.9 times on the same basis in the prior year.
The Group’s reported net debt decreased during the six months ended 30 September 2009, largely due
to free cash flow of £225 million and the £218 million benefit from the sterling strengthening against
the dollar since 31 March 2009. The Group’s reported net debt significantly increased during the year
ended 31 March 2009 despite scheduled repayments because sterling weakened against other
currencies. Currency movements increased net debt by £714 million in the year ended 31 March 2009
and was offset in part by free cash flows before exceptional items of £395 million.

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The Group’s debt is intentionally denominated in the same currencies as its revenue and cash flows,
thus protecting its ability to service its debt.
The following table sets out the Group’s borrowings at 30 September 2009:

                                                                              Sterling
millions                                               Currency   Amount    Equivalent(1)(2) Drawn       Maturity
Existing Debt Facilities
Term A1                                                   GBP       763.4       763.4        763.4     April   2011
Term A2                                                   GBP       296.0       296.0        296.0     April   2011
Term A3                                                   USD     1,257.7       797.0        797.0     April   2011
Term A4                                                   EUR       622.9       569.8        569.8     April   2011
Term A5                                                   GBP        62.1        62.1         62.1     April   2011
Term B1                                                   USD     1,495.9       934.6        934.6   October   2012
Term B2                                                   EUR       466.8       427.0        427.0   October   2012
Revolving Credit Facility                                 GBP       400.0       400.0           —      April   2011
Other loans and finance leases
Other short term borrowings                               EUR       44.0         40.3         36.0
Finance leases                                            USD        4.4          2.8          2.8
Finance leases                                            EUR        0.1          0.1          0.1

Total                                                                         4,293.1      3,888.8



(1) Euro amount translated at 30 September 2009 balance sheet exchange rate of A1.09.
(2) Dollar amount translated at 30 September 2009 rate of $1.60.

6.2.1 New Facilities Agreement
The Company and certain of its subsidiaries as borrowers and guarantors and certain other of the
Company’s subsidiaries as guarantors have agreed to enter into a facilities agreement, the effectiveness
of which is subject to certain conditions, with HSBC plc as facility agent and security trustee and the
financial institutions referred to therein as lenders, pursuant to which term and revolving facilities
have been made available to the New Obligors.
Certain subsidiaries within the Group have made an offer to acquire at par the entire existing Facility
A and Facility B loans under the Existing Facilities Agreement. The consideration offered for the
Existing Debt Facilities was the incurrence, by the relevant subsidiary, of indebtedness under the New
Debt Facilities. The participations under the New Facilities Agreement to which accepting lenders are
entitled are in the same amounts and currencies as the participations sold by them to the relevant
subsidiary under the Invitation. Any amounts drawn under the existing sterling revolving credit
facility of £400 million will not be subject to the Invitation. At completion of the Refinancing, any
amounts drawn under the existing revolving credit facility will be repaid. At the same time, the
commitments of accepting lenders under the existing revolving credit facility will be cancelled and will
be replaced by a new revolving facility of up to £200 million (each accepting lender’s commitment
under that facility being 50 per cent. of its previous revolving credit facility exposure) (the ‘‘RCF’’).
Those lenders who have not accepted the Invitation (the ‘‘Non-Consenting Lenders’’) will continue to
hold debt under an amended Existing Facilities Agreement. Any lenders holding debt under the
Existing Facilities Agreement will be entitled to be repaid at maturity in accordance with the terms of
that agreement.




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Loans made under the New Facilities Agreement bear interest at a rate equal to the relevant rate of
LIBOR (or EURIBOR in relation to loans made in euros), plus any applicable mandatory costs
(which are the adjustments required if the Bank of England mandates are changed to the reserve
requirements for lending banks) plus an agreed margin. The size of the margin is subject to a margin
ratchet that is dictated by the size of the gross amount raised from the Company’s proposed equity
fundraising (the ‘‘Gross Equity Amount’’), as set out below.

                                                                     New Facility A
                                                                      and new RCF       New Facility B
Gross Equity Amount                                                   margin % p.a.      margin % p.a
Greater than or equal to £500 million and less than £650 million               3.75               4.00
Greater than or equal to £650 million                                          3.50               3.75
The margin for New Facility A and New Facility B will increase by 0.50 per cent. in each case if
New Facility A and New Facility B have not been reduced by the Minimum Reduction Amount by
the date falling 18 months after the first utilisation date in respect of the New Debt Facilities.
The New Debt Facilities are guaranteed by certain of the Company’s subsidiaries and secured by
share pledge agreements granted over the shares of certain of the Company’s subsidiaries.
The New Facilities Agreement contains covenants of, and restrictions on, the New Obligors (subject
to certain agreed exceptions) and, in some instances, the Company, which are typical for bank
facilities of this type. In addition, the New Facilities Agreement requires the Company to ensure that
the Group complies with certain financial covenants relating to its leverage and interest coverage
ratios. The financial covenants are tested on a rolling twelve month basis by reference to each of the
quarterly financial statements and/or half year financial statements and each compliance certificate is
required to be delivered between 60 and 90 days, respectively, after the period end. The New
Facilities Agreement contains detailed provisions setting out the manner in which the financial
covenants are calculated.
For further information on the New Facilities Agreement, including interest rates and fees, guarantees
and security, covenants, maturity, prepayment and events of default, see paragraph 11.3 (‘‘New
Facilities Agreement’’) of Part X: ‘‘Additional Information’’ of this Prospectus.

6.2.2 Existing Facilities Agreement
On 27 April 2006, the Company and certain of its subsidiaries, as borrowers and/or guarantors,
entered into the Existing Facilities Agreement with Citigroup Global Markets Limited, Deutsche Bank
AG, London branch, Goldman Sachs International and HSBC Bank plc as arrangers and Deutsche
Bank AG, London branch, Goldman Sachs International, Goldman Sachs Credit Partners LP, HSBC
Bank plc and Citibank, N.A. as original lenders, pursuant to which the Existing Debt Facilities have
been made available to certain of the Company’s subsidiaries. The Existing Debt Facilities comprise a
number of term loans denominated in sterling, US dollars and euros and the revolving credit facility.
Loans made under the Existing Facilities Agreement bear interest at a rate equal to the relevant rate
of LIBOR (or EURIBOR in relation to loans made in euros) plus any applicable mandatory costs
(which currently are the adjustments required by the Bank of England mandates to the reserve
requirements for lending banks) plus a margin. The Existing Debt Facilities are guaranteed by certain
of the Company’s subsidiaries and secured by share pledge agreements granted over the shares of
certain of the Company’s subsidiaries.
The Existing Facilities Agreement also contains certain covenants of, and restrictions on, the Obligors
(subject to certain agreed exceptions) and, in some instances, the Company, which are typical for
bank facilities of this type. In addition, the Existing Facilities Agreement requires the Company to
ensure that the Group complies with certain financial covenants relating to its leverage and interest
coverage ratios. The financial covenants are tested on a rolling twelve month basis by reference to
each of the quarterly financial statements and/or half year financial statements and a compliance
certificate is required to be delivered between 60 and 90 days, respectively, after the period end. The
Existing Facilities Agreement contains detailed provisions setting out the manner in which the
financial covenants are calculated.
For further information on the Existing Facilities Agreement, including interest rates and fees,
guarantees and security, covenants, maturity, prepayment and events of default, see paragraph 11.1
(‘‘Existing Facilities Agreement’’) of Part X: ‘‘Additional Information’’ of this Prospectus.

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6.2.3 Maturity profile
The maturity profile of the Group’s Existing Debt Facilities and New Debt Facilities is set out as
follows:
                                                                     Existing Debt      New Debt
                                                                          Facilities     Facilities
                                                                         £ millions     £ millions
Due                                                    in less than one year                                            427.4         77.8
Due                                                    between one and two years                                      2,099.8        125.2
Due                                                    between two and three years                                         —          50.0
Due                                                    in more than three years                                       1,361.6      3,085.8

Total borrowings                                                                                                      3,888.8      3,338.8


6.2.4 Financial covenants
The Group is currently in full compliance with the financial covenants contained in its borrowing
agreements, as set out in the table below. The net cash interest cover covenant requires that the ratio
of adjusted EBITDA to net cash interest payable for the twelve-month period to the date of the
covenant test should not be below specific threshold ratios at specific test dates. The debt cover
covenant requires that the ratio of net debt at the testing date to adjusted EBITDA for the previous
twelve-month period does not exceed specific threshold ratios at specific test dates.
The threshold ratios at 30 September 2009 and for each test date through 31 December 2010 for the
financial covenants under the Existing Facilities Agreement and the New Facilities Agreement are set
out below, as well as reported ratios and headroom at 30 September 2009.

                                                                                                Net                       Net
                                                                                            interest Debt cover       interest
                                                                                        cover under       under cover under Debt cover
                                                                                           Existing     Existing         New under New
                                                                                          Facilities   Facilities   Facilities   Facilities
Covenant test date                                                                       Agreement(a) Agreement(a) Agreement(a) Agreement(a)
30 September 2009                                                                          4 2.29x     5 5.58x             —            —
31 December 2009                                                                           4 2.37x     5 5.38x      4 2.08x      5 5.54x
31 March 2010                                                                              4 2.45x     5 5.17x      4 1.71x      5 6.69x
30 June 2010                                                                               4 2.59x     5 4.93x      4 1.55x      5 7.20x
30 September 2010                                                                          4 2.76x     5 4.68x      4 1.59x      5 7.11x
31 December 2010                                                                           4 2.96x     5 4.37x      4 1.69x      5 7.18x
Reported at 30 September 2009                                                                 2.56x         5.00
Reported headroom(b)                                                                            11%           10%


(a) The definitions of EBITDA and interest charges required in the covenant tests do not always agree with the definitions used in this
    Prospectus, primarily because twelve-month pro forma results, which include EBITDA for any acquisitions as if they had been
    part of the group for the full 12 month period, are used for the covenant tests.
(b) Calculated as the percentage by which EBITDA could have fallen before covenant restrictions were reached.


6.3 Cash flows
The following table sets out the Group’s consolidated cash flows for the periods indicated:

                                                                                     Six months ended
                                                                                        30 September           Year ended 31 March
                                                                                         (unaudited)                (audited)
£ millions                                                                             2009         2008      2009        2008        2007
Net cash from operating activities                                                    249.8        192.1     406.4       335.1       226.6
Net cash used in investing activities                                                 (28.0)       (30.9)    (77.5)     (150.1)   (2,179.1)
Net cash (used in) from financing activities                                          (195.7)      (148.8)   (347.6)     (195.0)    1,994.1

Net increase (decrease) in cash and cash
  equivalents in the period                                                            26.1        12.4      (18.7)      (10.0)       41.6


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                                                       Six months ended
                                                          30 September        Year ended 31 March
                                                           (unaudited)             (audited)
£ millions                                              2009         2008    2009        2008       2007
Cash and cash equivalents at beginning of
   period                                                51.1        60.4    60.4       66.7        28.5
Effect of foreign exchange movements                     (4.8)       (0.4)    9.4        3.7        (3.4)

Cash and cash equivalents at period end                  72.4        72.4    51.1       60.4        66.7


Net cash from operating activities
Net cash from operating activities represents the Group’s cash generated from operations, as adjusted
for income tax and redemption premiums paid and interest paid and received.
Comparison of six months ended 30 September 2009 and six months ended 30 September 2008
Net cash from operating activities increased by £57.7 million, or 30.0 per cent., from £192.1 million in
the six months ended 30 September 2008 to £249.8 million in the six months ended 30 September
2009. This increase primarily reflects the release of working capital following a reduction in revenue.
Comparison of year ended 31 March 2009 and year ended 31 March 2008
Net cash from operating activities increased by £71.3 million, or 21.3 per cent., from £335.1 million in
the year ended 31 March 2008 to £406.4 million in the year ended 31 March 2009. This increase
primarily reflects increased cash generated from operations as a result of the Group’s cost reducing
measures, as well as a net inflow of cash from changes in working capital, primarily reflecting a
reduction of inventories and directories in development as well as an increase in trade and other
receivables, partially offset by an increase in trade and other payables. This increase in net cash from
operating activities was also due to lower income tax paid, partially offset by higher interest
payments.
Comparison of year ended 31 March 2008 and year ended 31 March 2007
Net cash from operating activities increased by £108.5 million, or 47.9 per cent., from £226.6 million
in the year ended 31 March 2007 to £335.1 million in the year ended 31 March 2008. This increase
primarily reflects increased cash generated from operations and lower interest paid, as well as a net
inflow of cash from changes in working capital, primarily reflecting higher EBITDA, a reduction in
inventories and directories in development as well as an increase in trade and other receivables,
partially offset by an increase in trade and other payables. In addition, the Group paid no
redemption premiums in the year ended 31 March 2008 as compared to £22.5 million of redemption
premiums paid in the year ended 31 March 2007 on the refinancing of the Group’s debt.

Net cash used in investing activities
Net cash used in investing activities includes the Group’s capital expenditure and outflows from
acquisitions of subsidiary undertakings, and may be offset by cash inflows from the disposal of
subsidiaries.
Comparison of six months ended 30 September 2009 and six months ended 30 September 2008
Net cash used in investing activities decreased by £2.9 million, or 9.4 per cent., from £30.9 million in
the six months ended 30 September 2008 to £28.0 million in the six months ended 30 September
2009. This decrease primarily reflects fewer acquisitions of subsidiary undertakings.
Comparison of year ended 31 March 2009 and year ended 31 March 2008
Net cash used in investing activities decreased by £72.6 million, or 48.4 per cent., from £150.1 million
in the year ended 31 March 2008 to £77.5 million in the year ended 31 March 2009. This increase
was attributable to the £91.0 million decrease in expenditure on acquisitions of subsidiary
undertakings, offset in part by an £18.4 million increase in expenditure on property, plant and
equipment and software across all of the Group’s operations.
Comparison of year ended 31 March 2008 and year ended 31 March 2007
Net cash used in investing activities decreased by £2,029.0 million, or 93.1 per cent., from £2,179.1
million in the year ended 31 March 2006 to £150.1 million in the year ended 31 March 2008. This
decrease was due to the £2,036.6 million decrease in expenditure on the acquisition of subsidiary

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undertakings, as the Group made only minor acquisitions in the year ended 31 March 2008 as
compared to the major acquisition of Yell Publicidad in the year ended 31 March 2007.

Net cash (used in) from financing activities
Net cash used in financing activities includes cash raised through the issuance of either equity or debt
securities, the acquisition of new loans or the drawing down on credit facilities, cash outflows from
the repayment of principal on such debt, dividends paid and purchases of Yell’s shares.

Comparison of six months ended 30 September 2009 and six months ended 30 September 2008
Net cash used in financing activities increased by £46.9 million, or 31.5 per cent., from £148.8 million
in the six months ended 30 September 2008 to £195.7 million in the six months ended 30 September
2009. This increase primarily reflects increased repayments of long and short-term borrowings.

Comparison of year ended 31 March 2009 and year ended 31 March 2008
Net cash used in financing activities increased by £152.6 million, or 78.3 per cent., from £195.0
million in the year ended 31 March 2008 to £347.6 million in the year ended 31 March 2009. This
increase was primarily a result of a £95.2 million increase in repayment of borrowings, a £48.4 million
increase in payments on revolving and short-term credit facilities and £23.7 million of financing fees
paid on the amendment of the covenants under the Group’s credit facilities in October 2008.

Comparison of year ended 31 March 2008 and year ended 31 March 2007
Net cash flow from financing activities went from a net cash inflow of £1,994.1 million in the year
ended 31 March 2007 to a net cash outflow of £195.0 million in the year ended 31 March 2008. This
change primarily reflects the repayment of borrowings and acquisition of new loans in the year ended
31 March 2007 that took place as a result of the refinancing of the Group ahead of the Yell
Publicidad acquisition in June 2006. The outflows in the year ended 31 March 2008 were primarily
for the payment of dividends and repayment of borrowings under the Existing Facilities Agreement.

Free Cash Flow
                                                       Six months ended
                                                          30 September              Year ended 31 March
                                                           (unaudited)                   (audited)
£ millions                                              2009          2008        2009         2008         2007
Adjusted EBITDA                                        296.9         344.3       816.1        738.9        677.5
Working capital decrease (increase)                    127.7          18.2       (17.9)       (63.1)       (90.2)
Capital expenditure                                    (24.8)        (23.8)      (68.0)       (49.6)       (45.7)

Adjusted operating cashflow                             399.8           338.7     730.2       626.2         541.6

Exceptional items paid                                  (18.9)          (13.5)    (56.8)       (8.3)         (2.1)
Interest and tax                                       (155.9)         (156.9)   (335.0)     (332.4)       (358.6)

Free cash flow                                          225.0           168.3     338.4       285.5         180.9


6.4 Capital expenditures
The following table sets out the Group’s capital expenditures for the periods indicated:
                                                       Six months ended
                                                          30 September              Year ended 31 March
                                                           (unaudited)                   (audited)
£ millions                                              2009         2008         2009         2008         2007
Property, plant and equipment and
  software                                              24.8            23.8      68.0        49.6           45.7
Goodwill                                                 1.5             5.3       5.7        52.4        1,340.5
Other intangible assets                                  2.1              —        1.9        22.1        1,114.5

Total capital expenditure                               28.4            29.1      75.6       124.1        2,500.7


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Purchases of property, plant and equipment and software have been made by all areas of the business
in support of the Group’s operations. The Group expects capital expenditure on property, plant and
equipment and software in future periods to remain at 2 to 4 per cent. of revenue.
Goodwill and other intangible assets are acquired on the acquisition of subsidiary undertakings. In
July 2006, the Group acquired Yell Publicidad, which accounts for the high levels of expenditure in
the year ended 31 March 2007.

6.5 Contractual obligations and commercial commitments
The following table sets out the Group’s contractual obligations and commercial commitments at
30 September 2009:
                                                              Due between Due in more
                                                  Due in less     1 and 5         than
£ millions                                       than 1 year         years     5 years   Total
Credit facilities and bank overdrafts                        424.5    3,461.4            —       3,885.9
Operating lease obligations                                   28.2       52.8          24.2        105.2
Finance lease obligations                                      2.9         —             —           2.9
Restructuring provisions                                      26.8         —             —          26.8

Total                                                        482.4    3,514.2          24.2      4,020.8


6.6 Contingent liabilities
A lawsuit filed by Verizon against Yellowbook was settled in October 2004. Yellowbook was later
served with complaints filed as class actions in five US states and the District of Columbia. In these
actions, the plaintiffs alleged violation of consumer protection legislation and placed reliance on
findings of the New York Court in the Verizon lawsuit. On 26 August 2005, the court in New Jersey
approved a comprehensive national settlement, with no admission of liability. The Group fully
accrued $45 million as an estimate of likely costs in the year ended 31 March 2005 arising from this
class action. However, several appeals were subsequently lodged against the approved settlement, all
of which were resolved during the year ended 31 March 2008. The Group reassessed the likely costs
of the settlement obligation and reversed $23.6 million (£11.8 million) of the originally accrued
settlement obligation as an exceptional credit through the income statement in the year ended
31 March 2008. The Group reversed a further $12.7 million (£8.9 million) of the obligation as an
exceptional credit in the year ended 31 March 2009. At 30 September 2009, the remaining $4.4
million of accrued settlement obligation represents the Group’s best estimate of amounts to be settled.
There are no material contingent liabilities other than those referred to above and those arising in the
ordinary course of the Group’s business. No material losses are anticipated on liabilities arising in the
ordinary course of business.

6.7 Off-balance sheet arrangements
At 30 September 2009, the Group did not have any off-balance sheet arrangements.

7     Market risk and risk management
The main financial risks the Group faces relate to the availability of funds to meet the Group’s
business needs (liquidity risk), fluctuations in interest and foreign exchange rates (interest rate risk
and foreign currency exchange rate risk, respectively) and the risk of default by counterparties to
financial transactions (credit risk). The Group’s treasury function’s primary role is to fund
investments and to manage liquidity and financial risk, including risk from volatility in currency and
interest rates and counterparty credit risk. The treasury operation is not a profit centre and its
objective is to manage risk at optimum cost. The Board sets the treasury function’s policy and its
activities are subject to a set of controls relative to the size of the investments and borrowings under
its management.

7.1 Liquidity risk
The Group funds its working capital requirements, debt service obligations and acquisitions largely
from cash flows generated from operations and bank debt in the form of term loans. The Group
manages its liquidity requirements by the use of both short and long-term cash flow forecasts and has
maintained committed banking facilities to mitigate any liquidity risk the Group may face. While
under the Existing Facilities Agreement, the Group would have required access to funding before

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April 2011 to refinance its term loans maturing at that time, the Group has reached agreement with
its lenders to refinance the Group including, among other things, the extension of debt maturities to
2014. This refinancing of the Group is described in more detail in paragraph 11.3 (‘‘New Facilities
Agreement’’) of Part X: ‘‘Additional Information’’ of this Prospectus. Whilst the Group enjoys sound
relationships with its lenders and, upon completion of the New Facilities Agreement, it is expecting to
be able to fund its operating expenses and service its level of debt, there is a risk, given current
global economic conditions, that over the longer term the debt markets will remain in their current
state, where the cost of debt is relatively high and further access is either restricted or not possible at
all.

7.2 Interest rate risk
The Group is exposed to cash flow interest rate risk on variable rate net borrowings. The Group
could be adversely affected if the interest rates it pays were to rise significantly. Interest is payable
under the Group’s Existing Facilities Agreement and New Facilities Agreement at a variable rate
based on LIBOR or EURIBOR plus a margin. The Group mitigates the risk of interest rate
fluctuations materially affecting its debt covenants and cash flow by fixing a portion of its interest
through hedging arrangements. The Group becomes exposed to fair value interest rate risk when it
fixes variable rate interest. At the end of each quarter, the Group reviews its future interest payment
obligations in assessing the appropriate amount of hedging for at least the next 27 months. At
31 March 2009, the Group had fixed interest rates on around 97 per cent. of its interest rate exposure
on the indebtedness under its Existing Debt Facilities using interest rate swaps over the period to
September 2010 and around 50 per cent. thereafter to March 2011. At 30 September 2009, the Group
had fixed interest rates on around 96 per cent. of its interest rate exposure on the indebtedness under
its Existing Debt Facilities using interest rate swaps over the period to 30 September 2010 and
around 50 per cent. thereafter to 31 March 2011. The critical terms of all of the Group’s interest rate
swaps match the terms of the underlying floating rate debt obligations. Upon completion of the New
Facilities Agreement, the Group intends to continue to fix interest rates using interest rate swaps or
other appropriate instruments. To the extent the principal amount outstanding under the New
Facilities Agreement is prepaid, the Group intends to reduce the notional amount outstanding on its
existing swaps by the same amount as the reduction in the principal amount. Accordingly, the Group
expects to have fixed interest rates on approximately 100 per cent. of its indebtedness under the New
Facilities Agreement over the period to September 2010. In reducing the notional amount outstanding
on the existing swaps, the Group may incur breakage costs, which will affect the Group’s cash flow
and earnings at the time of settlement.

7.3 Foreign exchange rate risk
The Group’s financial statements are presented in sterling, but the Group generates a substantial
portion of its revenue, expenses and liabilities in other currencies, including the US dollar and the
euro. As a result, changes in the exchange rate between the US dollar and sterling and the euro and
sterling will affect the translation of the results of the Group’s businesses with US dollar or euro
functional currencies. The Group’s exposure to currency fluctuations will depend on the mix of
foreign currency and sterling-denominated indebtedness and the extent of any hedging arrangements.
The composition of the Group’s debt partially hedges exchange rate fluctuation, because 46 per cent.
of its debt and 45 per cent. of its net interest expense were denominated in US dollars at 31 March
2009, thereby reducing the Group’s US EBITDA exposure by approximately 26 per cent.
Additionally, 25 per cent. of the Group’s debt and 21 per cent. of its net interest expense was
denominated in euros at 31 March 2009, thereby reducing its euro EBITDA exposure by
approximately 28 per cent. The Group does not currently intend to use derivative instruments to
hedge any foreign exchange translation rate risk relating to foreign currency-denominated financial
liabilities, although it will continue to review this practice.
Significant cash inflows and outflows associated with the Group’s operations within a country are
generally denominated in local currency to limit the risks of foreign exchange movements on the local
results. The Group uses derivative financial instruments to hedge foreign exchange rate risk only on
significant transactions that are not denominated in local currency.

7.4 Credit risk
A significant part of the Group’s revenue comes from selling advertising to SMEs, which tend to
have limited financial resources and experience higher failure rates than large businesses. It is a
normal and necessary business practice for the Group to offer credit terms to these customers for

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advertising purchases. The Group mitigates the risks of incurring bad debts and longer collection
times through tailored credit vetting procedures. In new markets, the Group accepts higher levels of
customer churn and bad debts, because it considers this to be a necessary investment in establishing
an initial presence. However, the diversity and size of the Group’s customer base mitigate material
shifts in customer churn and increases in bad debt expense. Bad debt expense as a percentage of the
Group’s total revenue was 6.9 per cent. for the six months ended 30 September 2009 and 5.6 per
cent. for the financial year ended 31 March 2009, an increase from 4.9 per cent. and 4.4 per cent.,
respectively, for the same periods in the prior year.

Counterparty credit risk, including with respect to the Group’s derivative instruments, is closely
monitored and managed within controls set by the Board. The Group does not hold or issue
derivative financial instruments for speculative purposes.


8     Critical accounting policies and estimates
The Group prepares its consolidated financial statements in accordance with IFRS. The preparation
of consolidated financial statements requires management to make estimates, assumptions and
judgments that affect the reported amounts of the Group’s assets, liabilities and contingencies at the
date of the Group’s financial statements, and the reported amounts of its revenue and expenses for
the relevant accounting periods. Management bases these estimates on historical experience,
information known to the Group at the time of estimation and assumptions that management
believes to be reasonable under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets, liabilities and contingencies and the reported amounts
of revenue and expenses that are not readily apparent from other sources.

The Group believes that the following are the most critical accounting estimates and judgments that it
makes in preparing the Group’s consolidated financial statements or that influence the comparability
of reported financial information over different reporting periods. The Group considers an accounting
policy to be critical if it requires management to make an accounting estimate based on assumptions
about matters that are highly uncertain at the time the estimate is made, and if the reasonable use of
different estimates in the current period or changes in the accounting estimate that are reasonably
likely to occur from period to period would have a material effect on the Group’s financial
presentation. When reviewing the Group’s financial statements, investors should consider the effect of
estimates on the Group’s critical accounting policies, the judgments and other uncertainties affecting
application of these policies and the sensitivity of the Group’s reported financial results to changes in
conditions and assumptions. The Group’s actual results may differ materially from these estimates
under different assumptions.

8.1 Revenue
The Group’s revenue, after deduction of sales allowances, value added tax and other sales taxes,
comprises the value of products produced by the Group’s businesses. Revenue from printed
directories, mainly comprising advertising revenue, is recognised in the income statement upon
completion of delivery to the users of the directories. Other revenue, principally from internet and
mobile-based products, is recognised from the point at which the service is first provided over the life
of the contract, or in the case of a single delivery, at the time of delivery.

8.2 Acquisitions
When acquiring a business, the Group has to make judgments and best estimates about the fair value
allocation of the purchase price. The Group seeks appropriate competent and professional advice
before making any such allocations. The Group tests the valuation of goodwill on an annual basis
and whenever events or changes in circumstances indicate that the carrying amounts may not be
recoverable. These impairment tests require the use of estimates.

8.3 Allowance for doubtful debts
Receivables are reduced by an allowance for amounts that may become uncollectable in the future.
The Group continuously monitors collections and payments from its customers and maintains a
provision for estimated credit losses based upon its historical experience and any specific customer
collection issues that it has identified. The Group believes it has demonstrated the ability to make
reasonable and reliable estimates based on significant historical experience.

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8.4 Economic lives of other non-current intangible assets and property, plant and equipment
Other non-current intangible assets and property, plant and equipment are long-lived assets that are
amortised over their useful lives. Useful lives are based on management’s estimates of the period over
which the assets will generate revenue. Reviews are made annually of the estimated remaining lives
and residual values of individual productive assets and adjusted prospectively, if appropriate, taking
account of commercial and technological obsolescence as well as normal wear and tear. Other non-
current intangible assets are reviewed for impairment whenever events or changes in circumstances
indicate that their carrying amount may not be recoverable and at the end of the first full year
following acquisition. Historically, the Group has not reduced the value of any assets, other than
goodwill, as a result of impairment analyses, nor has the Group realised large gains or losses on
disposals of other non-current intangible assets or property, plant and equipment.

8.5 Impairment of goodwill
Goodwill and other intangible assets have been allocated to the Group’s cash generating units, each
of which comprises all the operations based within a country. Goodwill is not amortised, but is
reviewed annually for impairment or whenever events or changes in circumstances indicate that the
carrying amounts may not be recoverable. The carrying value of the Group’s operations is compared
to their estimated recoverable values to determine whether goodwill is impaired. The recoverable value
is estimated from a discounted cash flow model that relies on significant key assumptions, including
after-tax cash flows forecasted over an extended period of years, terminal growth rates and discount
rates. The Group uses published statistics or seeks advice where possible when determining the
assumptions it uses.

8.6 Pension obligations
The Group operates a defined benefit pension scheme for its UK employees who were employed
before 1 October 2001 and defined contribution schemes for the remaining UK employees and for US
employees. The defined benefit pension scheme in the United Kingdom is externally funded by the
Group, the contributions to which are based on the advice of independent actuaries or in accordance
with the rules of the scheme.
The Group accounts for the defined benefit scheme through full recognition of the scheme’s surpluses
or deficits on the balance sheet at the end of each financial year. Actuarial gains and losses are
included in the statement of recognised income and expense. Current and past service costs,
curtailments and settlements are recognised within operating profit. Returns on scheme assets and
interest on obligations are recognised as a component of net financing charges. For defined
contribution arrangements, the cost charged to the income statement represents the Group’s
contributions to the relevant schemes in the period in which they fall due.
The determination of the Group’s obligation and expense for pensions is dependent on the selection
of assumptions that are used by the Group’s actuaries in calculating such amounts. Those
assumptions include, amongst others, the rate at which future pension payments are discounted to the
balance sheet date, inflationary expectations, the expected long-term rate of return on plan assets and
the average expected increase in compensation over and above inflation. Assumptions regarding future
mortality are determined based on advice from published statistics. Whilst the Group believes that its
assumptions are appropriate, significant differences in the Group’s actual experience or significant
changes in its assumptions can materially affect the amount of its future pension obligations, future
valuation adjustments in the statement of total recognised gains and losses and its future employee
expenses.
The Group values the portfolio of assets held by the defined benefit pension scheme in the United
Kingdom at market value when calculating the Group’s net pension deficit. Values will increase and
decrease as markets rise and fall. The trustees and management have an agreed strategy to mitigate
the risk of having insufficient funds if markets fall. The trustees annually match the low-risk asset
portfolio against the cash outflows for the following twelve years. Against longer-term cash payouts,
they match a combination of investments in inflation swaps to mitigate inflation risk, and higher risk
assets to get higher rates of growth. The trustees also work with management to ensure sufficient
assets will be available to settle obligations extending beyond the horizon of twelve years.

8.7 Tax benefits and obligations
The determination of the Group’s obligation and expense for taxes requires an interpretation of tax
laws and regulations. The Group seeks appropriate competent and professional tax advice before

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making any judgments on tax matters. Whilst the Group believes that its judgments are prudent and
appropriate, significant differences in local tax authority interpretation or practice may materially
affect its future tax charges. The Group recognises deferred tax assets and liabilities arising from
timing differences as a result of past events. The Group records deferred tax assets to the extent that
it believes they are more likely than not to be realised. Should the Group determine in the future that
it would be able to realise deferred tax assets in excess of the recorded amount or that its liabilities
are different to the amounts recorded, then the Group would increase or decrease income as
appropriate in the period such determination was made.

8.8 Accrued costs of settling litigation in the United States
The determination of the Group’s obligation and expense for the exceptional class action lawsuits in
the United States alleging violation of consumer protection legislation was based on management’s
best estimates after taking into consideration appropriate advice from legal experts.

9     Recent accounting pronouncements
Certain new standards, amendments and interpretations to existing standards are published but were
not effective for accounting periods beginning on or after 1 April 2009, and have not been applied in
preparing the Group’s historical consolidated financial statements. The new standards that could be
relevant to the Group are as follows:
IFRIC 14, IAS 19 – Limit on defined benefit asset and minimum funding requirements and their interaction
IFRIC 14 introduces guidance on the amount of pension scheme surpluses that companies can
include as a defined benefit asset in their balance sheets and when a funding requirement, including
the UK scheme specific funding, may give rise to additional liabilities. The Group does not believe
that implementation of IFRIC 14 will affect the Group’s consolidated results or cash flows.
IFRIC 16 – Hedges of a net investment in a foreign operation
IFRIC 16 introduces guidance on identifying the foreign currency risks that qualify as a hedged risk
in the hedge of a net investment in a foreign operation. The Group does not believe that
implementation of IFRIC 16 will affect the Group’s consolidated results or cash flows.
IFRIC 3 – Business combinations (revised)
IFRIC 3 continues to apply the acquisition method to business combinations, with some significant
changes. For example, all payments to purchase a business are to be recorded at fair value at the
acquisition date, with some contingent payments subsequently remeasured at fair value through
income. Goodwill may be calculated based on the parent’s share of net assets or it may include
goodwill related to the minority interest. All transaction costs will be expensed. These changes will
affect how the Group reports acquisitions but will not be effective until such time as it makes any
acquisitions. The Group’s accounting policy on acquisitions will require a change to reflect IFRIC 3.

10 Capitalisation and indebtedness
The following tables show the Group’s consolidated capitalisation, indebtedness and net indebtedness.
Shareholders should read these tables together with this Part VI: ‘‘Operating and Financial Review of
Yell’’ and the financial information incorporated by reference in this Prospectus as described in
Part XI: ‘‘Information Incorporated by Reference’’ of this Prospectus.




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The figures for capitalisation, indebtedness and net indebtedness have been extracted without material
adjustment from the Group’s Financial Report for the Six Months ended 30 September 2009 other
than as stated in the notes to the tables below.
                                                                                                   At
                                                                                        30 September
                                                                                                2009
£ millions                                                                                (unaudited)
Total current debt(1)
Secured                                                                                                                        391.4
Unsecured                                                                                                                       36.0
Total non-current debt
Secured                                                                                                                       3,461.4
Unsecured                                                                                                                          —
Shareholders’ equity(2)
Share capital                                                                                                                 1,227.4
Other reserves                                                                                                                  (11.1)

Total                                                                                                                         5,105.1


(1) The Group does not have contingent or indirect indebtedness.
(2) Other reserves comprise the negative reserve that arose from capital duties paid on the acquisition of Yell Publicidad.
                                                                                                                              At
                                                                                                                   30 September
                                                                                                                            2009
£ millions                                                                                                          (unaudited)
Cash                                                                                                                        72.4
Cash equivalent                                                                                                                —
Trading securities                                                                                                             —
Liquidity                                                                                                                   72.4
Current financial receivable                                                                                                    —
Current bank debt                                                                                                          (36.0)
Current portion of non-current debt                                                                                       (388.5)
Other current financial debt                                                                                                  (2.9)
Net current financial indebtedness                                                                                         (427.4)
Non-current bank loans                                                                                                  (3,461.4)
Other non-current loans                                                                                                        —

Non-current financial indebtedness                                                                                         (3,461.4)

Net financial indebtedness                                                                                                 (3,816.4)




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                                                                     PART VII

                                                       FINANCIAL INFORMATION ON YELL
SECTION A: SELECTED FINANCIAL INFORMATION
The selected financial information set out below has been extracted without material adjustment from
the Group’s audited consolidated financial statements for the years ended 31 March 2009, 2008 and
2007 and the Group’s unaudited interim accounts for the six-month periods ended 30 September 2009
and 2008.

Group income statement

                                                               Six months   Six months
                                                                    ended        ended       Year ended    Year ended   Year ended
                                                             30 September 30 September        31 March      31 March     31 March
                                                                     2009         2008             2009          2008         2007
£ millions                                                    (Unaudited) (Unaudited)         (Audited)     (Audited)    (Audited)
Revenue                                                            982.8          1,023.2       2,397.9      2,218.7       2,075.1
Cost of sales                                                     (427.8)          (435.9)     (1,050.2)      (956.8)       (919.7)
Gross profit                                                        555.0            587.3       1,347.7      1,261.9       1,155.4
Distribution costs                                                 (37.0)           (37.8)        (91.3)       (85.3)        (72.0)
Administrative expenses                                           (314.4)          (298.6)       (720.3)      (601.1)       (571.4)
Impairment of goodwill                                                —                —       (1,272.3)          —             —
Operating profit (loss)                                             203.6            250.9        (736.2)       575.5         512.0
Finance costs                                                     (165.4)          (134.0)       (299.4)      (266.7)       (266.3)
Finance income                                                       0.5              1.4           2.7          3.5           8.7
Net finance costs                                                  (164.9)          (132.6)       (296.7)      (263.2)       (257.6)
Loss on disposal of subsidiary                                        —                —             —          (1.4)         (6.4)
Profit (loss) before taxation                                        38.7            118.3      (1,032.9)       310.9         248.0
Taxation                                                           (12.9)           (33.1)       (108.5)      (104.1)        (31.7)
Profit (loss) for the financial period                                25.8             85.2      (1,141.4)       206.8         216.3
Attributable to:
Minority interests                                                    —                —             —           0.1           3.6
Equity shareholders of the Group                                    25.8             85.2      (1,141.4)       206.7         212.7
Basic and diluted earnings (loss) per
  share
Basic                                                                3.3p            10.9p      (147.9p)        26.5p         27.6p
Diluted                                                              3.3p            10.9p      (147.9p)        26.3p         27.3p
Dividends to equity shareholders in
  respect of the financial year(a)                                     —               —             —           93.0         133.0

Note:
(a) The full-year ordinary dividend for the year ended 31 March 2008 comprises an interim ordinary dividend of £48.7 million (6.3
    pence per share) declared on 7 November 2007, and a final ordinary dividend of £44.3 million (5.7 pence per share) proposed on 20
    May 2008.




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Group statement of comprehensive income

                                                         Six months   Six months
                                                              ended        ended     Year ended    Year ended    Year ended
                                                       30 September 30 September      31 March      31 March      31 March
                                                               2009         2008           2009          2008          2007
£ millions                                              (Unaudited) (Unaudited)       (Audited)     (Audited)     (Audited)
Profit (loss) for the financial period                          25.8           85.2      (1,141.4)       206.8         216.3
Exchange (loss) gain on translation
  of foreign operations                                      (83.9)          19.6        302.8         204.2          (71.3)
Actuarial (loss) gains on defined
  benefit pension schemes                                     (53.7)          (3.8)        (31.6)        43.9          16.1
Gain (loss) in fair value of financial
  instruments used as cash flow
  hedges                                                      38.1           42.6       (114.9)       (105.4)           8.8
Tax effect of net losses (gains) not
  recognised in the income
  statement                                                    6.2          (16.8)        31.5          28.8            0.2
Net decrease in tax benefit on share-
  based premiums                                                —            (0.1)          —            (6.9)          1.3
Comprehensive (loss) income not
  recognised in the income
  statement                                                  (93.3)          41.5        187.8         164.6          (44.9)
Total comprehensive (loss) income
  for the period                                             (67.5)         126.7       (953.6)        371.4         171.4
Attributable to:
Minority interests                                              —              —            —            0.4           3.3
Equity shareholders of the Group                             (67.5)         126.7       (953.6)        371.0         168.1

                                                             (67.5)         126.7       (953.6)        371.4         171.4




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Group statement of financial position
                                                         Six months   Six months
                                                              ended        ended     Year ended      Year ended      Year ended
                                                       30 September 30 September      31 March        31 March        31 March
                                                               2009         2008           2009            2008            2007
£ millions                                              (Unaudited) (Unaudited)       (Audited)       (Audited)      (Restated)(1)
Non-current assets
Goodwill                                                    3,120.8      4,037.8         3,329.2         3,898.2         3,645.3
Other intangible assets                                     1,324.4      1,261.2         1,423.5         1,318.7         1,229.5
Property, plant and equipment                                 105.6        100.6           119.8            99.2            94.5
Deferred tax assets                                           132.0        110.7           142.6           124.1           143.2
Retirement benefit surplus                                        —          10.2              —             14.0              —
Investments and other assets                                    5.3          9.3             6.5             9.9             8.2
Financial assets – Derivative financial
  instruments                                                   —             5.5             —              2.0            23.7
Trade and other receivables                                     —              —              —               —               —

Total non-current assets                                    4,688.1      5,535.3         5,021.6         5,466.1         5,144.4

Current assets
Inventories                                                    19.5         20.3            14.9            10.2            12.0
Directories in development                                    280.1        301.5           291.9           263.4           257.2
Trade and other receivables                                   895.2        982.8         1,132.8         1,005.9           923.8
Financial assets – Derivative financial
  instruments                                                   0.5          4.6             0.6             3.7             6.0
Cash and cash equivalents                                      72.4         72.4            51.1            60.4            66.7

Total current assets                                        1,267.7      1,381.6         1,491.3         1,343.6         1,265.7

Current liabilities
Financial liabilities – Loans and other
  borrowings                                                 (405.0)      (363.6)         (381.7)         (316.4)         (224.3)
Financial liabilities – Derivative financial
  instruments                                                (104.7)        (26.4)         (64.9)          (37.4)            (0.3)
UK corporation and foreign income tax
  payable                                                     (89.2)       (81.0)         (100.6)          (70.2)          (60.5)
Trade and other payables                                     (546.1)      (586.8)         (590.8)         (603.7)         (620.8)

Total current liabilities                                  (1,145.0)     (1,057.8)      (1,138.0)       (1,027.7)         (905.9)

Net current assets                                            122.7        323.8           353.3           315.9           359.8

Non-current liabilities
Financial liabilities – Loans and other
  borrowings                                               (3,448.4)     (3,519.4)      (3,876.6)       (3,503.4)       (3,505.0)
Financial liabilities – Derivative and financial
  instruments                                                 (61.0)       (30.3)         (141.4)          (58.2)          (12.7)
Deferred tax liabilities                                     (591.0)      (539.5)         (624.8)         (540.8)         (497.7)
Retirement benefit obligations                                 (63.7)          —            (21.9)             —            (27.2)
Trade and other payables                                      (15.8)       (12.9)          (19.2)          (13.0)          (13.0)

Total non-current liabilities                              (4,179.9)     (4,102.1)      (4,683.9)       (4,115.4)       (4,055.6)

Net assets                                                    630.9      1,757.0           691.0         1,666.6         1,448.6

Capital and reserves attributable to equity
  shareholders
Share capital                                               1,227.4      1,203.7         1,226.5         1,204.3         1,201.7
Other reserves                                                 42.1        (11.8)          128.9           (61.9)         (218.0)
(Accumulated deficit) retained earnings                       (638.6)       565.1          (664.4)          524.2           454.8
Minority interests                                               —            —               —               —             10.1

Total equity                                                  630.9      1,757.0           691.0         1,666.6         1,448.6


Note:
(1) In the 2008 Annual Report and Accounts, certain presentational changes were made to the classification of amounts in the
    comparative balance sheet and notes at 31 March 2007 to be consistent with the presentation of the balance sheet and notes at
    31 March 2008. The 31 March 2007 presentation has been extracted without material adjustment from that comparative
    information as presented in the 2008 Annual Report and Accounts.

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Group statement of cash flows

                                                        Six months      Six months
                                                          ended 30        ended 30    Year ended    Year ended    Year ended
                                                         September       September     31 March      31 March      31 March
                                                              2009            2008          2009          2008          2007
£ millions                                             (Unaudited)     (Unaudited)     (Audited)     (Audited)     (Audited)
Cash flows from operating activities
Cash generated from operations                              405.7            349.0        741.4         667.5         585.2
Interest paid                                              (149.5)          (127.4)      (278.6)       (255.8)       (266.0)
Interest received                                             0.5              1.4          2.7           4.9           8.7
Redemption premiums paid                                       —                —            —             —          (22.5)
Net income tax paid                                          (6.9)           (30.9)       (59.1)        (81.5)        (78.8)

Net cash flow from operating
  activities                                                249.8           192.1         406.4         335.1         226.6

Cash flows from investing activities
Acquisition of subsidiary
  undertakings, net of cash
  acquired and purchase of
  minority interests                                          (3.2)           (7.1)         (9.5)      (100.5)      (2,137.1)
Net cash inflow on disposal of
  subsidiary                                                   —               —             —             —             3.7
Purchase of property, plant,
  equipment and software                                     (24.8)          (23.8)        (68.0)        (49.6)        (45.7)

Net cash outflow from investing
  activities                                                 (28.0)          (30.9)        (77.5)      (150.1)      (2,179.1)

Cash flows from financing activities
Proceeds from issuance of ordinary
  shares                                                       —                —           2.2           6.0          355.1
Purchase of own shares                                         —              (0.6)        (9.7)        (10.6)         (11.5)
Acquisition of new loans                                       —               8.0           —           75.2        3,841.7
Repayment of borrowings                                    (153.6)              —        (232.0)       (136.8)      (1,860.2)
Net new (payments) borrowings on
  revolving and short-term credit
  facilities                                                 (42.1)         (111.9)        (40.3)          8.1       (143.8)
Financing fees paid                                             —               —             —             —         (64.8)
Financing fees paid on covenant
  reset                                                        —               —           (23.7)          —             —
Dividends paid to Company’s
  shareholders                                                 —             (44.3)        (44.1)      (136.9)       (122.4)

Net cash outflow from financing
  activities                                               (195.7)          (148.8)      (347.6)       (195.0)      (1,994.1)

Net increase (decrease) in cash and
  cash equivalents                                           26.1            12.4          (18.7)        (10.0)        41.6
Cash and cash equivalents at the
  beginning of the period                                    51.1            60.4          60.4          66.7          28.5
Exchange (losses) gains on cash and
  cash equivalents                                            (4.8)           (0.4)          9.4           3.7          (3.4)

Cash and cash equivalents at end of
  the period                                                 72.4            72.4          51.1          60.4          66.7




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Consolidated statement of changes in equity
                                                        Share       Other     Retained    Minority
£ millions                                             capital    reserves    earnings    interests      Total
At 31 March 2006                                       1,192.3     (103.7)        17.2          —      1,105.8
Profit for the period                                        —          —         212.7         3.6       216.3
Comprehensive (loss) gain not recognised in the
   income statement                                         —       (48.3)         3.7         (0.3)     (44.9)
Comprehensive (loss) gain for the period                    —       (48.3)       216.4          3.3      171.4
Share placement and capital restructuring                  0.7         —         344.1           —       344.8
Value of services provided in return for share-
   based payments                                           —        13.9           —           —          13.9
Ordinary share capital issued to employees                20.2       (8.2)        (0.5)         —          11.5
Own shares purchased by ESOP trust                       (11.5)        —            —           —         (11.5)
Capital duty paid on Yell Publicidad acquisition            —       (13.6)          —           —         (13.6)
Minority interest arising on purchase of
   subsidiary                                              —           —            —         42.3        42.3
Purchase of minority interest                              —        (58.1)          —        (35.5)      (93.6)
Dividends                                                  —           —        (122.4)         —       (122.4)

                                                           9.4     (114.3)       437.6        10.1       342.8

At 31 March 2007                                       1,201.7     (218.0)       454.8        10.1     1,448.6
Profit for the period                                        —          —         206.7         0.1       206.8
Comprehensive gain not recognised in the
   income statement                                        —        164.3           —          0.3       164.6
Comprehensive gain for the period                          —        164.3        206.7         0.4       371.4
Value of services provided in return for share-
   based payments                                           —        15.7           —           —         15.7
Ordinary share capital issued to employees                13.2       (6.8)        (0.4)         —          6.0
Own shares purchased by ESOP trust                       (10.6)        —            —           —        (10.6)
Purchase of minority interest                               —       (17.1)          —        (10.5)      (27.6)
Dividends                                                   —          —        (136.9)         —       (136.9)

                                                           2.6      156.1         69.4       (10.1)      218.0

At 31 March 2008                                       1,204.3      (61.9)       524.2          —       1,666.6
Loss for the period                                         —          —      (1,141.4)         —      (1,141.4)
Comprehensive gain not recognised in the
   income statement                                        —        187.8           —           —        187.8
Comprehensive gain (loss) for the period                   —        187.8     (1,141.4)         —       (953.6)
Value of services provided in return for share-
   based payments                                          —         29.8           —           —         29.8
Ordinary share capital issued to employees               10.1        (8.0)        (0.4)         —          1.7
Treasury shares disposed by ESOP trust                   19.8          —         (19.3)         —          0.5
Own shares purchased by ESOP trust                       (7.7)         —            —           —         (7.7)
Own shares purchased for settlement of
   cancelled share plans                                   —        (18.8)        16.8          —          (2.0)
Dividends                                                  —           —         (44.3)         —         (44.3)

                                                         22.2       190.8     (1,188.6)         —       (975.6)

At 31 March 2009                                       1,226.5      128.9       (664.4)         —        691.0
Profit for the period                                        —          —          25.8          —         25.8
Comprehensive loss not recognised in the
   income statement                                        —        (93.3)          —           —         (93.3)
Total recognised (loss) gain for the period                —        (93.3)        25.8          —         (67.5)
Value of services provided in return for share-
   based payments                                           —          7.4         —            —           7.4
Shares sold by SIP Trust at a loss                         0.9        (0.9)        —            —            —

                                                           0.9      (86.8)        25.8          —         (60.1)

At 30 September 2009                                   1,227.4       42.1       (638.6)         —        630.9


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                                                       SECTION B: UNAUDITED PRO-FORMA STATEMENT OF NET ASSETS
Set out below is an unaudited consolidated pro forma statement of net assets of the Group, which
has been prepared to demonstrate the effect of the Capital Raising and the Refinancing as if they had
occurred on 30 September 2009. The statement has been prepared for illustrative purposes only, in a
manner consistent with the accounting policies adopted by the Company, and, because of its nature,
it addresses a hypothetical situation and therefore does not represent the Group’s actual financial
position or results. The pro forma statement of net assets has been prepared on the basis set out in
the notes below.
                                                                                              Pro forma adjustments for the Group (Unaudited)
                                                                                                                   Pro forma
                                                                                                                adjustment to         Pro forma
                                                                                    Group         Pro forma     reflect receipt    adjustment to       Pro forma
                                                                              consolidated     adjustment to        of the net     reflect use of          Group
                                                                              net assets as           reflect proceeds of the the proceeds of        consolidated
                                                                            reported at 30 reclassification            Capital        the Capital net assets as at
                                                                                September        of long and    Raising, after        Raising to   30 September
                                                                                      2009(1)     short-term         fees and repay debt and                2009(5)
All figures in £ millions (unless otherwise stated)                            (Unaudited)              loans(2)      expenses(3) related hedges(4) (Unaudited)
Non-current assets
Goodwill                                                                         3,120.8                —                 —                 —           3,120.8
Other intangible assets                                                          1,324.4                —                 —                 —           1,324.4
Property, plant and equipment                                                      105.6                —                 —                 —             105.6
Deferred tax assets                                                                132.0                —                 —                 —             132.0
Investments and other assets                                                         5.3                —                 —                 —               5.3

Total non-current assets                                                         4,688.1                —                 —              ——             4,688.1

Inventories                                                                         19.5                —                 —                 —              19.5
Directories in development                                                         280.1                —                 —                 —             280.1
Trade and other receivables                                                        895.2                —                 —                 —             895.2
Financial liabilities – Derivative financial
  instruments                                                                         0.5               —                 —                —                0.5
Cash and cash equivalents                                                            72.4               —              573.0           (573.0)             72.4

Total current assets                                                             1,267.7                —              573.0           (573.0)          1,267.7

Current liabilities
Financial liabilities – Loans and other
  borrowings                                                                       (405.0)          (200.0)               —             550.0             (55.0)
Financial liabilities – Derivative financial
  instruments                                                                      (104.7)              —                 —               23.0            (81.7)
UK corporation and foreign income tax
  payable                                                                           (89.2)              —                 —                 —             (89.2)
Trade and other payables                                                           (546.1)              —                 —                 —            (546.1)

Total current liabilities                                                       (1,145.0)           (200.0)               —             573.0            (772.0)

Net current assets                                                                 122.7            (200.0)            573.0                —             495.7
Non-current liabilities
Financial liabilities – Loans and other
  borrowings                                                                    (3,448.4)            200.0              61.0                —          (3,187.4)
Financial liabilities - Derivative financial
  instruments                                                                       (61.0)              —                 —                 —             (61.0)
Deferred tax liabilities                                                           (591.0)              —                 —                 —            (591.0)
Retirement benefit obligations                                                        (63.7)             —                 —                 —             (63.7)
Trade and other payables                                                             (15.8)             —                 —                 —             (15.8)

Total non-current liabilities                                                   (4,179.9)            200.0              61.0                —          (3,918.9)

Total liabilities                                                               (5,324.9)               —               61.0            573.0          (4,690.9)

Net assets                                                                         630.9                —              634.0                —           1,264.9




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Notes:
(1) The financial information has been extracted, without material adjustment, from the unaudited interim accounts of the Group for
    the financial period ended 30 September 2009 which have been incorporated by reference in this Prospectus in accordance with
    Part XI: ‘‘Information Incorporated by Reference’’.
(2) The adjustment reflects the net reclassification of loans and other borrowings falling due after more than one year to falling due
    within one year. Under the New Facilities Agreement a prepayment amount of £550.0 million is immediately owing and £25.0
    million is payable within one year. This adjustment is net of £375.0 million of amounts previously falling due within one year
    under the Existing Facilities Agreement becoming due after one year under the New Facilities Agreement.
(3) The adjustment reflects the net proceeds of the Capital Raising receivable by the Group of approximately £573.0 million, being
    gross proceeds of approximately £660.2 million less estimated fees and expenses of approximately £26.2 million for the equity
    raising and £61.0 million financing fees to be deferred. The gross proceeds of the Capital Raising are calculated on the basis that
    the Group issues 1,571,786,222 New Ordinary Shares at the Issue Price.
(4) The adjustment reflects the application of £23.0 million of the net proceeds from the Capital Raising to break hedge contracts that
    are related to the debt that has to be prepaid under the New Facilities Agreement with the balance of £550.0 million applied as the
    aforementioned prepayment of debt.
(5) The pro forma financial information is based on the consolidated net assets of the Group as at 30 September 2009 and has been
    prepared on the basis that settlement of the Capital Raising took place on that date. The pro forma financial information does not
    take into account any trading or the results of the Group for the period subsequent to the financial period ended 30 September
    2009, or any other changes in its financial position in that period.




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   SECTION C: REPORT FROM PRICEWATERHOUSECOOPERS LLP IN
RELATION TO THE UNAUDITED PRO FORMA STATEMENT OF NET ASSETS


                                                                                                          PricewaterhouseCoopers LLP
                                                                                                                 1 Embankment Place
                                                                                                                 London WC2N 6RH

The Board of Directors
Yell Group Plc
Queens Walk
Oxford Road
Reading
Berkshire RG1 7PT

N.M. Rothschild & Sons Limited
New Court
St Swithin’s Lane
London
EC2R 6DA

J.P. Morgan Cazenove Limited
20 Moorgate
London
EC2R 6DA
                                                                                                               10 November 2009
Dear Sirs,

                           Yell Group plc and its subsidiaries (the ‘‘Company’’)
We report on the pro forma statement of net assets (the ‘‘Pro forma statement of net assets’’) set out
in Section B (‘‘Unaudited Pro-Forma Statement of Net Assets’’) of Part VII: ‘‘Financial Information
on Yell’’ of Yell Group plc’s prospectus dated 10 November 2009 (the ‘‘Prospectus’’), which has been
prepared on the basis described in the notes of the Pro forma statement of net assets, for illustrative
purposes only, to provide information about how the Capital Raising and the Refinancing might have
affected the financial information presented on the basis of the accounting policies to be adopted by
the Company in preparing the unaudited financial information for the period ended 30 September
2009. This report is required by item 20.2 of Annex I of the PD Regulation and is given for the
purpose of complying with that PD Regulation and for no other purpose.

Responsibilities
It is the responsibility of the directors of the Company to prepare the Pro forma statement of net
assets in accordance with item 20.2 of Annex I to the PD Regulation.
It is our responsibility to form an opinion, as required by item 7 of Annex II to the PD Regulation
as to the proper compilation of the Pro forma statement of net assets and to report our opinion to
you.
In providing this opinion we are not updating or refreshing any reports or opinions previously made
by us on any financial information used in the compilation of the Pro forma statement of net assets,
nor do we accept responsibility for such reports or opinions beyond that owed to those to whom
those reports or opinions were addressed by us at the dates of their issue.
Save for any responsibility which we may have to those persons to whom this report is expressly
addressed and for any responsibility arising under item 5.5.3R(2)(f) of the Prospectus Rules to any
person as and to the extent there provided, to the fullest extent permitted by law we do not assume
any responsibility and will not accept any liability to any other person for any loss suffered by any
such other person as a result of, arising out of, or in connection with this report or our statement,

PricewaterhouseCoopers LLP is a limited liability partnership registered in England with registered number OC303525. The registered office
of PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH. PricewaterhouseCoopers LLP is authorised and regulated
by the Financial Services Authority for designated investment business.


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required by and given solely for the purposes of complying with item 23.1 of Annex I to the PD
Regulation, consenting to its inclusion in the Prospectus.

Basis of opinion
We conducted our work in accordance with the Standards for Investment Reporting issued by the
Auditing Practices Board in the United Kingdom. The work that we performed for the purpose of
making this report, which involved no independent examination of any of the underlying financial
information, consisted primarily of comparing the unadjusted financial information with the source
documents, considering the evidence supporting the adjustments and discussing the Pro forma
statement of net assets with the directors of the Company.
We planned and performed our work so as to obtain the information and explanations we considered
necessary in order to provide us with reasonable assurance that the Pro forma statement of net assets
has been properly compiled on the basis stated and that such basis is consistent with the accounting
policies of the Company.
Our work has not been carried out in accordance with auditing standards or other standards and
practices generally accepted in the United States of America or auditing standards of the Public
Company Accounting Oversight Board (United States) and accordingly should not be relied upon as
if it had been carried out in accordance with those standards and practices.

Opinion
In our opinion:
(a)                                                    the Pro forma statement of net assets has been properly compiled on the basis stated; and
(b)                                                    such basis is consistent with the accounting policies of the Company.

Declaration
For the purposes of Prospectus Rule 5.5.3 R(2)(f), we are responsible for this report as part of the
Prospectus and we declare that we have taken all reasonable care to ensure that the information
contained in this report is, to the best of our knowledge, in accordance with the facts and contains
no omission likely to affect its import. This declaration is included in the Prospectus in compliance
with item 1.2 of Annex I to the PD Regulation.

Yours faithfully


PricewaterhouseCoopers LLP
Chartered Accountants




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                                                                                        PART VIII

                                                                     DIRECTORS AND CORPORATE GOVERNANCE
1.                                                     Directors and Senior Managers
1.1 The Board
The Directors of the Company at the date of this Prospectus and their respective roles are set out
below.

Name                                                                                   Position
Bob Wigley                                                                             Non-Executive Chairman
John Condron                                                                           Chief Executive Officer
John Davis                                                                             Chief Financial Officer
Tim Bunting                                                                            Non-Executive Director
John Coghlan                                                                           Non-Executive Director
Toby Coppel                                                                            Non-Executive Director
Joachim Eberhardt                                                                      Non-Executive Director
Carlos Espinosa de los Monteros                                                        Non-Executive Director
Richard Hooper                                                                         Senior Independent Director

The business address of each of the Directors is Yell Group plc, Queens Walk, Oxford Road,
Reading, Berkshire RG1 7PT. The management expertise and experience of each Director is set out
below:

Bob Wigley (48), Non-Executive Chairman
Bob Wigley was appointed to the Board on 24 July 2009. Bob was, until 30 January 2009, Chairman
of Merrill Lynch Europe, Middle East and Africa. During his time at Merrill Lynch, he also sat on
the boards of LCH Clearnet plc, Euroclear plc and on the EU Advisory Panel of the London
Corporation. Between 2006 and 2009, Bob was a member of the Court of the Bank of England and
of its Risk Policy and Audit Committees.
Bob is an investor in, and on the advisory board of, the venture capital firm Bluegem LLP and the
financial services operating partner of Advent International plc. Currently he is deputy chair of
Business in the Community and sits on the UK Government’s National Council for Education
Excellence. He is a member of the Advisory Council of Business for New Europe and a Visiting
Fellow of Oxford University. Bob is also Chairman of Oxford University Centre for Corporate
Reputation. He is Master of the Worshipful Company of International Bankers.
Bob is a graduate of Bath University with a business degree and an honorary doctorate.
Bob is Chairman of the Nomination Committee and a member of the Remuneration Committee.

John Condron (59), Chief Executive Officer
John joined Yellow Pages, then a part of BT, in 1980 and was appointed Managing Director in 1994.
In 2001, he led the move of Yellow Pages from BT to private equity ownership as Yell and, in 2003,
he took the Yell Group to listing on the London Stock Exchange. As the Group’s CEO, he has been
the driving force behind expansion in the United States through Yellowbook and in Spain and Latin
America through Yell Publicidad. John has served as Chairman of the Directory Publishers’
Association, Chairman of the Jurors for the European Foundation for Quality Management’s
European Quality Awards and as a member of the UK Government’s Advisory Committee on
Advertising. In 2008, John was honoured with the award of a CBE for his services to industry.
John is a member of the Nomination Committee.

John Davis (47), Chief Financial Officer
John Davis has been Chief Financial Officer of Yell Group plc since 2000. He previously held
positions within Pearson plc, where he was latterly Group Finance Director of the FT Group, and
Emap plc, which he joined in 1989 and where he was Director of Corporate Finance and Treasury
between 1995 and 1997. John is a Chartered Accountant, having qualified at PricewaterhouseCoopers
LLP, and has a Masters in Management from the Stanford Graduate School of Business. He was
appointed a non-executive director of Informa plc in October 2005.

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Tim Bunting (46), Non-Executive Director
Tim is a partner at Balderton Capital. Prior to joining Balderton, Tim was a partner at Goldman
Sachs where he spent 18 years. At Goldman, Tim held various roles including Global Head of Equity
Capital Markets (2002 to 2005) and Vice Chairman of Goldman Sachs International (2005 to 2006).
Tim is a Governor of Wellington College and the Wellington Academy. Tim is also a Trustee of the
Rainbow Trust Children’s Charity. Tim is a graduate of Cambridge University.
Tim is a member of the Remuneration Committee.

John Coghlan (51), Non-Executive Director
John is CEO of the postal company, DX Group, and Chairman of Inchcape Shipping Services, both
private equity-owned businesses. He is also a non-executive director of Ashley House plc, an AIM-
listed company involved with the primary care sector of the NHS in the United Kingdom.
John is former Deputy Chief Executive and Group Finance Director of Exel plc, where he spent
eleven years. Prior to Exel, he spent seven years with Tomkins plc in various financial roles, having
joined them after eight years with Arthur Andersen, where he qualified as a Chartered Accountant.
John is a graduate of University College Cork.
John chairs the Audit Committee and is a member of the Nomination Committee.

Toby Coppel (37), Non-Executive Director
Toby was appointed to the Board on 12 October 2009. He is a Director at Moon Valley Enterprises
Limited and the Moon Valley Foundation. He is currently an independent investor focused on the
internet and cleantech sectors. He spent 8 years in senior executive roles at Yahoo!, including
Managing Director of Yahoo! Europe & Canada (2007-2008), Chief Strategy Officer (2006-2007) and
Senior Vice President Corporate Development (2001-2006). Prior to Yahoo!, Toby was a co-founder
of Windsor Media, a media-focused investment company and also previously held finance and
investment roles with Allen & Company and Goldman Sachs International. Toby is a Henry Crown
Fellow at the Aspen Institute and an Industry Fellow at the Oxford Internet Institute. Toby has a
Master of Arts degree from Oxford University and an MBA from Harvard Business School.

Joachim Eberhardt (46), Non-Executive Director
Joachim is currently the owner and President of Oxnard MB LLC and adviser/consultant to a
number of companies in Europe and the United States.
He is the former SVP and global Chief Marketing Officer of LexisNexis (a division of Reed Elsivier
Plc), a business information-based business to business technology company. Prior to joining
LexisNexis, he was Executive Vice President of Global Sales, Marketing and Service for
DaimlerChrysler Motors LLC in the United States. Until 1 June 2003, he was President and CEO of
DaimlerChrysler UK Limited, a position he held from November 1999. He is formerly a non-
executive director of a number of DaimlerChrylser-owned subsidiaries. Joachim holds a Master of
Arts degree from the Academy for Administration and Economies in Stuttgart, Germany and an
MBA from New York University Stern School of Business.
Joachim is Chairman of the Remuneration Committee and is a member of the Audit Committee,

Carlos Espinosa de los Monteros (65), Non-Executive Director
Carlos is President and CEO of Mercedez-Benz Espana, SA. He is also a director of the following
companies: Acciona, Schindler Espana, La Fraternidad, INDITEX and ARCADIS. He was formerly
a director at DaimlerChrysler Espana, SA and Gonzalez-Byass. Carlos joined the Board in May 2009.

Richard Hooper (70), Senior Independent Director
Richard Hooper is Senior Independent Director of VocaLink Holdings Ltd, a privately owned
company. He recently chaired the Independent Review of the Postal Services Sector for Secretary of
State Lord Mandelson.
Until May 2007, Richard was the Chairman of Informa plc and spent nine years on the board. From
2002 to 2005, he was Deputy Chairman of Ofcom and Chairman of its Content Board. From 2000 to
2003, he was Chairman of the Radio Authority. Previous directorships include MAI plc, United News
& Media, Superscape plc and IMS Group plc. Richard is a lead mentor for Bird & Co Executive
Boardroom Mentoring.

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Richard is a member of the Nomination Committee and the Audit Committee. He was appointed
Senior Independent Director in May 2009.

1.2                                                    Senior Management

Ana Garcıa Fau, Chief Executive Officer, Yell Publicidad
         ´
Ana joined Yell Publicidad in 1997. As Managing Director of Corporate Development, she was
responsible for the expansion of the Group to Latin America. She was then appointed Chief
Financial Officer. Ana has been leading Yell’s Yell Publicidad business in Spain and Latin America
as Chief Executive Officer since 2006.

Joe Walsh, Chief Executive Officer, Yellowbook
Joe joined the Yellowbook business in 1987 and under his leadership it has become the leading
independent directory publisher in the United States. Joe was recently presented with the Wil Lewis
Award by the Association of Directory Publishers for his exceptional lifetime contributions to the
independent directory publisher industry.

2.                                                     Corporate governance

2.1                                                    General
                                                       The Board is committed to the highest standards of corporate governance and considers that the
                                                       Company complies with the Combined Code (other than in respect of the composition of the
                                                       Nomination Committee) and complied with the Combined Code for the year ended 31 March
                                                       2009. The Board considers each of Bob Wigley, Tim Bunting, John Coghlan, Toby Coppel,
                                                       Joachim Eberhardt, Carlos Espinosa de los Monteros and Richard Hooper to be independent in
                                                       character and judgment.
                                                       The Board has considered the balance of the executive and independent non-executive directors
                                                       and believes that, for a company of the size of Yell, the balance is appropriate.

2.2                                                    Committees
                                                       The Board is currently assisted in fulfilling its responsibilities by three principal committees,
                                                       being the audit, remuneration and nomination committees. Details of each committee are set out
                                                       below, including the names of the committee members and a summary of the terms of reference
                                                       under which each committee operates.

                                                       (a)   Audit Committee
                                                             The members of the Audit Committee are John Coghlan (Chairman), Joachim Eberhardt
                                                             and Richard Hooper. The Audit Committee is required to meet as appropriate, but not
                                                             less than four times a year, prior to the annual general meeting and the approval by the
                                                             Board of quarterly and annual financial reports.
                                                             The Committee separately meets with the internal and external auditors at least once a
                                                             year without any executive directors present; the internal and external auditors have the
                                                             right to request such meetings if they consider them necessary.
                                                             The Committee assists the Board in fulfilling its duties regarding the reporting of financial
                                                             and non-financial information to shareholders. The primary duties of the Audit Committee
                                                             are to: (i) examine and review the quarterly and annual financial accounts and review the
                                                             financial statements particularly in regard to areas of estimation and judgement; (ii)
                                                             examine the effectiveness of the Group’s internal controls and risk management by
                                                             reviewing evidence of risk assessment activity; (iii) agree the scope of the internal audit
                                                             plan and review it following the risk assessment activity; (iv) to make recommendations on
                                                             the selection of external auditors and review and approve the terms of engagement; and (v)
                                                             monitor the audit process of the audit and any issues arising therefrom.
                                                             The chairman of the Committee may attend the AGM to respond to any shareholder
                                                             questions on the Committee’s activities.
                                                             The Committee reviews its own performance at least once a year.

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                                                       (b)   Remuneration Committee
                                                             The members of the Remuneration Committee are Joachim Eberhardt (Chairman), Bob
                                                             Wigley and Tim Bunting. The Remuneration Committee meets as appropriate but not less
                                                             than once a year and may be called by the Secretary at the request of any member of the
                                                             Committee.
                                                             The Committee has responsibility for making recommendations to the Board on the policy
                                                             for remuneration of Executive Directors and on the process for review of their
                                                             performance. It also has responsibility for determining specific remuneration packages for
                                                             each of the Directors, including pension rights, any compensation payments and the
                                                             implementation of executive incentive schemes. No director may participate in discussions
                                                             relating to their own terms and conditions of service or remuneration.
                                                             The Committee reviews its own performance at least once a year.
                                                       (c)   Nomination Committee
                                                             The members of the Nomination Committee are Bob Wigley (Chairman), John Condron,
                                                             John Coghlan and Richard Hooper. The Nomination Committee meets as appropriate and
                                                             not less than once a year.
                                                             The Committee reviews regularly the structure, size and composition of the       Board, the
                                                             retirement and/or appointment of directors and ensuring that the Board has the   right blend
                                                             of skills and experience. The Committee also reviews the extent of the           Company’s
                                                             Directors’ commitments outside Yell, to ensure that those commitments are not    detrimental
                                                             to Yell or the efficiency of the Board.
                                                             The Committee reviews its own performance at least once a year.




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                                                                                              PART IX

                                                                                            TAXATION

1.    UK Taxation
The statements set out below do not constitute tax advice. The statements are intended as a general and
non-exhaustive guide to the position under current UK tax law and HMRC published practice at the
date of this Prospectus, both of which are subject to change at any time, possibly with retrospective
effect.

With the exception of the statements in relation to UK stamp duty and SDRT, the following statements
deal only with the position of Shareholders who are resident (and, in the case of individuals only,
ordinarily resident and domiciled) solely in the United Kingdom for tax purposes (except where the
position of a non-UK tax resident Shareholder is expressly referred to), and who hold their Ordinary
Shares as an investment and who are the absolute beneficial owners of the Ordinary Shares and of all
dividends of any kind paid in respect of them. The statements are not addressed to: (i) special classes of
Shareholders such as, for example, dealers in securities, broker-dealers, insurance companies and
collective investment schemes; (ii) Shareholders who hold Ordinary Shares as part of hedging or
conversion transactions; (iii) Shareholders who have (or are deemed to have) subscribed for their
Ordinary Shares by virtue of an office or employment; and (iv) Shareholders who hold Ordinary Shares
in connection with a trade, profession or vocation carried on in the United Kingdom (whether through a
branch or agency or, in the case of a corporate Shareholder, through a permanent establishment or
otherwise).

Shareholders who are in any doubt as to their tax position regarding the acquisition, ownership or
disposal of their Ordinary Shares or the payment of dividends on the Ordinary Shares or are subject to
tax in a jurisdiction other than the United Kingdom should consult their own independent tax advisers
before taking any action.


1.1                                                    Taxation of chargeable gains

(a) The Placing and Firm Placing
    The issue of New Ordinary Shares under the Placing and Firm Placing will not constitute a
    reorganisation of the share capital of the Company for the purposes of UK taxation of
    chargeable gains. Accordingly, any New Ordinary Shares acquired pursuant to the Placing and
    Firm Placing will be treated as a separate acquisition of Ordinary Shares.

(b) The Open Offer
    As a matter of UK tax law, the issue of New Ordinary Shares to Qualifying Shareholders up to
    their Open Offer Entitlement pursuant to the Open Offer should be regarded as a reorganisation
    of Yell’s share capital for the purposes of UK taxation of chargeable gains.

                                                       To the extent that the issue of New Ordinary Shares under the Open Offer is regarded as a
                                                       reorganisation of the share capital of the Company, the New Ordinary Shares subscribed for by
                                                       each Qualifying Shareholder under the Open Offer up to the level of his Open Offer Entitlement
                                                       and the Existing Ordinary Shares in respect of which they are issued will, for the purposes of
                                                       UK taxation of chargeable gains, be treated as a single asset acquired at the time the Existing
                                                       Ordinary Shares were acquired (the ‘‘New Holding’’). The amount paid for the New Ordinary
                                                       Shares should be added to the base cost of the Existing Ordinary Shares when computing any
                                                       gain or loss on any subsequent disposal.

                                                       If, or to the extent that, the acquisition of New Ordinary Shares under the Open Offer is not
                                                       regarded as a reorganisation of the share capital of the Company, the New Ordinary Shares
                                                       subscribed for by each Qualifying Shareholder under the Open Offer will, for the purposes of
                                                       UK taxation of chargeable gains, be treated as subscribed for as a separate acquisition of
                                                       Ordinary Shares.

                                                       To the extent that a Qualifying Shareholder takes up New Ordinary Shares in excess of his
                                                       Open Offer Entitlement pursuant to the Excess Application Facility, that will not constitute a
                                                       reorganisation.

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(c) Disposals of New Ordinary Shares
    A disposal or deemed disposal of New Ordinary Shares by a Shareholder who is resident, or in
    the case of an individual, ordinarily resident, in the United Kingdom for tax purposes may give
    rise to a chargeable gain (or allowable loss) for the purposes of UK capital gains tax (where the
    Shareholder is an individual) or UK corporation tax (where the Shareholder is within the charge
    to UK corporation tax), depending on their circumstances and subject to any available
    exemption or relief.

(d) Indexation allowance and taper relief on a disposal of New Ordinary Shares
    In the event of a disposal of New Ordinary Shares, certain Shareholders may benefit from an
    indexation allowance which is deductible from any chargeable gain arising on the disposal.
                                                       Indexation allowance is available only for the purposes of UK corporation tax and is not
                                                       available to individuals, personal representatives or trustees. The following paragraphs therefore
                                                       deal separately with Shareholders within the charge to UK corporation tax and Shareholders
                                                       within the charge to capital gains tax.
                                                       (i)   Shareholders within the charge to corporation tax
                                                             Shareholders within the charge to UK corporation tax will, for the purposes of computing
                                                             gains but not losses, be allowed to claim an indexation allowance in respect of the
                                                             amounts they have paid for their New Ordinary Shares. The indexation allowance will
                                                             generally only apply from the date the money for the New Ordinary Shares is paid, not
                                                             from the time the original holding was acquired. Taper relief is not available to corporate
                                                             Shareholders.
                                                       (ii) Shareholders within the charge to capital gains tax
                                                            For Shareholders within the charge to UK capital gains tax, indexation allowance and
                                                            taper relief have been abolished. Such Shareholders will not be able to claim indexation
                                                            allowance or taper relief.
                                                             Subject to any exemptions, reliefs and/or allowable losses available, Shareholders within the
                                                             charge to capital gains tax are generally liable to capital gains tax at the rate of 18 per
                                                             cent. on any chargeable gain in excess of the annual exempt amount (£10,100 for
                                                             individuals in the 2009/2010 tax year).

(e) Temporary non-UK tax resident Shareholders
    An individual Shareholder who has ceased to be resident or ordinarily resident in the United
    Kingdom for tax purposes for a period of broadly less than five years of assessment and who
    disposes of all or part of his New Holding during that period of temporary non-residence may
    be liable on his return to the United Kingdom to UK taxation of chargeable gains arising
    during the period of absence, subject to any available exemption or relief.

1.2 Taxation of dividends
(a) Company
    Under current UK tax law, Yell will not be required to withhold at source any amount in
    respect of UK tax from any dividends it pays to its Shareholders.

(b) UK Resident Shareholders
                                                       Individual Shareholders
                                                       Individual Shareholders resident in the United Kingdom for taxation purposes who receive a
                                                       dividend from Yell will be entitled to a tax credit which may be set off against the
                                                       Shareholder’s total income tax liability on the gross dividend for the tax year in which the
                                                       dividend is received. The tax credit will be equal to one-ninth of the dividend received (which is
                                                       also equal to 10 per cent. of the aggregate of the dividend received and the tax credit (the
                                                       ‘‘gross dividend’’)). A UK resident individual Shareholder who is liable to income tax on savings
                                                       income at a rate not in excess of the basic rate will be subject to tax on the dividend at the rate
                                                       of 10 per cent. of the gross dividend, so that the tax credit will satisfy in full such Shareholder’s
                                                       liability to income tax on the dividend, and such Shareholder will have no further income tax to
                                                       pay in respect of the dividend. In the current tax year, a UK resident individual Shareholder
                                                       who is liable to income tax at the higher rate will be liable to tax on the gross dividend at the
                                                       higher rate of 32.5 per cent. against which liability for the tax credit can be offset. Therefore,

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                                                       the Shareholder will have to account for additional tax equal to 22.5 per cent. of the gross
                                                       dividend (which is also equal to 25 per cent. of the cash dividend received) to the extent that
                                                       the gross dividend when treated as the top slice of the Shareholder’s income falls above the
                                                       threshold for higher rate income tax.
                                                       The Finance Act 2009 includes legislation that provides for a new rate of income tax (the
                                                       ‘‘additional rate’’) for income above £150,000. The new rate of income tax applies with effect
                                                       from 6 April 2010. For UK resident individual Shareholders subject to the additional rate,
                                                       dividends would be liable to income tax at a new higher rate of 42.5 per cent of the gross
                                                       dividend to the extent that the gross dividend exceeds the £150,000 threshold when treated as
                                                       the top slice of the shareholder’s income. The effective rate of tax to such Shareholders is 36.1
                                                       per cent. of the cash dividend received.
                                                       A UK resident individual Shareholder who is not liable to income tax in respect of the gross
                                                       dividend and other UK resident Shareholders who are not liable to UK tax on dividends,
                                                       including pension funds and charities, are not entitled to claim repayment of the tax credit
                                                       attaching to dividends paid by Yell.
                                                       Corporate Shareholders
                                                       Subject to anti-avoidance rules and the satisfaction of certain conditions, UK tax resident
                                                       Shareholders who are within the charge to UK corporation tax will generally not be subject to
                                                       corporation tax on dividends paid by Yell and such Shareholders will not be able to claim
                                                       repayment of tax credits attaching to dividends.

(c) Non-UK Resident Shareholders
    The entitlement of non-UK tax resident Shareholders to a tax credit in respect of a dividend
    received from Yell and the right to claim payment of any part of that tax credit from HMRC,
    will depend on the existence of, and the prevailing terms of, any double tax convention between
    the United Kingdom and the country in which the Shareholder is resident. A Shareholder
    resident outside the United Kingdom may also be subject to foreign taxation on dividend
    income under local law. Shareholders who are not UK tax resident should consult their own tax
    advisers concerning their tax liabilities.

1.3                                                    Stamp duty and stamp duty reserve tax (‘‘SDRT’’)
                                                       The statements below summarise the current position and are intended as a general guide only
                                                       to stamp duty and SDRT. The statements apply to non-UK resident Shareholders as well as
                                                       UK resident Shareholders. Certain categories of person are not liable to stamp duty or SDRT
                                                       and others may be liable at a higher rate or may, although not primarily liable for tax, be
                                                       required to notify and account for SDRT under the Stamp Duty Reserve Tax Regulations 1986.
                                                       No stamp duty or SDRT will be payable on the issue of the New Ordinary Shares pursuant to
                                                       the Open Offer, Placing or Firm Placing, other than as explained in this paragraph.
                                                       The transfer or sale of New Ordinary Shares will be liable to ad valorem stamp duty at the rate
                                                       of 0.5 per cent. of the consideration paid (rounded up to the next multiple of £5). A charge to
                                                       SDRT will also arise on an agreement to transfer New Ordinary Shares (at the rate of 0.5 per
                                                       cent. of the consideration paid), although the liability will be cancelled and any SDRT already
                                                       paid will be repaid, generally with interest, provided that an instrument transferring the New
                                                       Ordinary Shares is executed in pursuance of the agreement and that instrument is duly stamped
                                                       within six years of the date on which the agreement was made or, if the agreement was
                                                       conditional, the date on which the agreement became unconditional.
                                                       An exemption from ad valorem stamp duty is available on an instrument transferring New
                                                       Ordinary Shares where the amount or value of the consideration is £1,000 or less, and it is
                                                       certified on the instrument that the transaction effected by the instrument does not form part of
                                                       a larger transaction or series of transactions for which the aggregate consideration exceeds
                                                       £1,000.
                                                       Stamp duty and SDRT are normally a liability of the purchaser or transferee (although where
                                                       such purchase is effected through a stockbroker or other financial intermediary, that person
                                                       should normally account for the liability to SDRT and should indicate this has been done in
                                                       any contract note issued to a buyer). In the case of transfers within CREST, any SDRT due
                                                       will be collected through CREST in accordance with the CREST rules.

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                                                       Where New Ordinary Shares are issued or transferred (a) to, or to a nominee or agent for, a
                                                       person whose business is or includes the provision of clearance services; or (b) to, or to a
                                                       nominee or agent for, a person whose business is or includes issuing depositary receipts, stamp
                                                       duty or SDRT will be payable at the higher rate of 1.5 per cent. of the amount or value of the
                                                       consideration payable or, in certain circumstances, the value of the New Ordinary Shares
                                                       (rounded up to the next £5 in the case of stamp duty). The depositary receipt or clearance
                                                       service operator or its nominee or agent, as the case may be, is required to account for the
                                                       stamp duty or SDRT but, in practice, this will be payable by the participants in the clearance
                                                       service or depositary receipt scheme. Clearance services may opt under Section 97A of the
                                                       Finance Act 1986, provided certain conditions are satisfied, for the normal rate of stamp duty
                                                       or SDRT (0.5 per cent. of the consideration paid) to apply to issues or transfers of New
                                                       Ordinary Shares into, and to transactions within, such services instead of the higher rate of 1.5
                                                       per cent. generally applying to an issue or transfer of New Ordinary Shares into the clearance
                                                       service.
                                                       The recent European Court of Justice (‘‘ECJ’’) judgment in HSBC Holdings plc v. HMRC held
                                                       that this 1.5 per cent SDRT charge on putting UK shares into clearance services is contrary to
                                                       European Union law, at least in certain circumstances. HMRC have stated that they will not
                                                       seek to apply the 1.5 per cent. charge on the issue of shares in to a clearance service within the
                                                       European Union and that new legislation will be introduced in light of the ECJ judgment. The
                                                       1.5 per cent charge in relation to depositary receipt arrangements may also be affected.
                                                       Accordingly, specific professional advice should be sought before paying the 1.5 per cent charge.
                                                       Under the CREST system for paperless share transfers, no stamp duty or SDRT will arise on a
                                                       transfer of shares into the CREST system provided that, in the case of SDRT, the transfer is
                                                       not for money or money’s worth. Transfers of shares within CREST are liable to SDRT (at a
                                                       rate of 0.5 per cent. of the amount of value of the consideration payable) rather than stamp
                                                       duty, and SDRT on relevant transactions settled within the system or reported through it for
                                                       regulatory purposes will be collected by CREST.

1.4                                                    Inheritance tax
                                                       The New Ordinary Shares are assets situated in the United Kingdom for the purposes of UK
                                                       inheritance tax. UK inheritance tax may be chargeable on the death of, or in certain
                                                       circumstances on a gift by, the owner of New Ordinary Shares where the owner is an individual,
                                                       subject to any available exemptions. For inheritance tax purposes, a transfer of assets at less
                                                       than the full market value may be treated as a gift.

2.                                                     US Taxation – Certain United States Federal Income Tax Considerations
2.1                                                    General
                                                       United States Internal Revenue Service Circular 230 Notice: To ensure compliance with Internal
                                                       Revenue Service Circular 230, prospective investors are hereby notified that: (a) any discussion of
                                                       US federal tax issues contained or referred to in this prospectus or any document referred to herein
                                                       is not intended or written to be used, and cannot be used, by prospective investors for the purpose
                                                       of avoiding penalties that may be imposed on them under the United States Internal Revenue Code
                                                       of 1986, as amended (the ‘‘IRS Code’’); (b) such discussion is written for use in connection with
                                                       the promotion or marketing of the transactions or matters addressed herein; and (c) prospective
                                                       investors should seek advice based on their particular circumstances from an independent tax
                                                       adviser.
                                                       This section describes certain US federal income tax consequences of the receipt of Open Offer
                                                       Entitlements, the acquisition of Open Offer Shares through exercised Open Offer Entitlements
                                                       and Firm Placing Shares in the Firm Placing and the ownership and disposition of Open Offer
                                                       Shares and Firm Placing Shares. It applies to a US Holder (as defined below) that holds Open
                                                       Offer Entitlements, Open Offer Shares and Firm Placing Shares as capital assets for US federal
                                                       income tax purposes. This section does not apply to you if you are a member of a special class
                                                       of holders subject to special rules, including:
                                                       *    a dealer in securities;
                                                       *    a trader in securities that elects to use a mark-to-market method of accounting for
                                                            securities holdings;
                                                       *    a tax-exempt organisation;

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                                                       *    a life insurance company;
                                                       *    a person liable for alternative minimum tax;
                                                       *    a person that actually or constructively owns 10 per cent. or more of Yell’s voting stock;
                                                       *    a person that holds Existing Ordinary Shares, Firm Placing Shares, Open Offer
                                                            Entitlements or Open Offer Shares as part of a straddle or a hedging or conversion
                                                            transaction;
                                                       *    a person deemed to sell Existing Ordinary Shares, Firm Placing Shares or Open Offer
                                                            Shares under the constructive sale provisions of the IRS Code;
                                                       *    a person owning Existing Ordinary Shares, Firm Placing Shares, Open Offer Entitlements
                                                            or Open Offer Shares through a partnership or other pass-through entity;
                                                       *    a person whose functional currency is not the US dollar;
                                                       *    a person who is or has been resident in the United Kingdom; or
                                                       *    a person holding Existing Ordinary Shares, Firm Placing Shares, Open Offer Entitlements
                                                            or Open Offer Shares through a permanent establishment or fixed base outside of the
                                                            United States.
                                                       This section is based on the IRS Code, its legislative history, existing and proposed regulations,
                                                       published rulings and court decisions, and the Convention Between the Government of the
                                                       United States of America and the Government of the United Kingdom of Great Britain and
                                                       Northern Ireland for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion
                                                       with Respect to Taxes on Income and on Capital Gains (the ‘‘Treaty’’), all as currently in effect.
                                                       These laws are subject to change, possibly on a retroactive basis.
                                                       You are a US Holder if you are a beneficial owner of Existing Ordinary Shares, Firm Placing
                                                       Shares, Open Offer Entitlements or Open Offer Shares and you are:
                                                       *    a citizen or individual resident of the United States;
                                                       *    a domestic corporation or other business entity treated as a domestic corporation for US
                                                            federal income tax purposes;
                                                       *    an estate whose income is subject to US federal income tax regardless of its source; or
                                                       *    a trust if a US court can exercise primary supervision over the trust’s administration and
                                                            one or more US persons are authorised to control all substantial decisions of the trust.
                                                       If a partnership or other entity treated as a partnership for US federal income tax purposes
                                                       holds Existing Ordinary Shares, Firm Placing Shares, Open Offer Entitlements or Open Offer
                                                       Shares, the tax treatment of a partner or member will generally depend upon the status of the
                                                       partner and the activities of the partnership or other entity. Partners of partnerships or members
                                                       of other entities treated as partnerships that hold Existing Ordinary Shares, Firm Placing Shares,
                                                       Open Offer Entitlements or Open Offer Shares should consult with their own tax advisers to
                                                       determine the US federal, state, local and other tax consequences that may be relevant to them.
                                                       US Holders should note that the discussion above entitled ‘‘UK Taxation’’ is also relevant. See,
                                                       in particular, the discussions of UK stamp duty and stamp duty reserve tax in section 1.3
                                                       (‘‘Stamp Duty and stamp duty reserve tax (‘‘SDRT’’)’’) of this Part IX: ‘‘Taxation’’.
                                                       US Holders should consult their own tax advisers regarding the US federal, state, local and other
                                                       tax consequences of receiving Open Offer Entitlements, and acquiring, owning and disposing of
                                                       Existing Ordinary Shares, Firm Placing Shares or Open Offer Shares in their own particular
                                                       circumstances.

2.2                                                    Taxation of Open Offer Entitlements
(a) Distribution of Open Offer Entitlements
    The distribution of Open Offer Entitlements to a US Holder should not constitute a taxable
    event to the US Holder for US federal income tax purposes. The remainder of this US federal
    income tax discussion assumes the distribution of Open Offer Entitlements will not constitute a
    taxable event to the US Holder for US federal income tax purposes.

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(b) Basis and holding period
    The tax basis of Open Offer Entitlements received by a US Holder will be zero, unless either (i)
    the fair market value of the Open Offer Entitlements on the date the Open Offer Entitlements
    are distributed is 15 per cent. or more of the value of the underlying Existing Ordinary Shares
    with respect to which the Open Offer Entitlements are distributed, or (ii) the US Holder elects
    to allocate to the Open Offer Entitlements a portion of its basis in the underlying Existing
    Ordinary Shares with respect to which the Open Offer Entitlements were distributed. If either of
    these applies, basis will be allocated in proportion to the relative fair market values of the
    Existing Ordinary Shares and the Open Offer Entitlements on the date the Open Offer
    Entitlements are distributed. A US Holder who wishes to make the election to allocate a portion
    of its basis to Open Offer Entitlements must attach a statement to this effect to its US federal
    income tax return for the taxable year in which the Open Offer Entitlements are received. The
    election will apply to all of the Open Offer Entitlements received by the US Holder pursuant to
    the Open Offer and, once made, will be irrevocable. In the event that the value of the Open
    Offer Entitlements is less than 15 per cent. of the value of the underlying Existing Ordinary
    Shares, US Holders should consult their own tax advisers regarding the advisability of making
    such an election and the specific procedures for doing so.

                                                       A US Holder’s holding period for Open Offer Entitlements will include the US Holder’s holding
                                                       period in the underlying Existing Ordinary Shares with respect to which the Open Offer
                                                       Entitlements were distributed (whether or not basis is allocated to the Open Offer Entitlements).

(c) Expiration of Open Offer Entitlements
    If a US Holder allows Open Offer Entitlements to expire without exercising them, the Open
    Offer Entitlements should be deemed to have no tax basis. The holder therefore should
    recognise no gain or loss upon the expiration of the Open Offer Entitlements for US federal
    income tax purposes. If the US Holder had previously allocated to the Open Offer Entitlements
    a portion of the tax basis of the US Holder’s Existing Ordinary Shares, that basis will be re-
    allocated to the Existing Ordinary Shares.

(d) Exercise of Open Offer Entitlements
    A US Holder will not recognise taxable income upon the receipt of Open Offer Shares through
    exercise of the Open Offer Entitlements. A US Holder’s basis in Open Offer Shares will equal
    its tax basis, if any, in the Open Offer Entitlements exercised plus the US dollar value of the
    pounds sterling Issue Price of the Open Offer Entitlements on the acquisition date (or in the
    case of cash basis and electing accrual basis taxpayers, the settlement date). A US Holder’s
    holding period for Open Offer Shares will begin with and include the date of exercise of the
    underlying Open Offer Entitlements.


2.3                                                    Taxation of New Ordinary Shares and Firm Placing Shares

(a) Dividends
    Subject to the PFIC rules described below, US Holders will include in gross income the gross
    amount of any distribution paid by Yell out of its current or accumulated earnings and profits
    (as determined for US federal income tax purposes) as dividend income when the distribution is
    actually or constructively received by the US Holder. Any distribution made by Yell in excess of
    its current and accumulated earnings and profits would be treated as a return of capital to the
    extent of the US Holder’s basis in the New Ordinary Shares or Firm Placing Shares and
    thereafter as a capital gain. However, because Yell does not compute its current or accumulated
    earnings and profits in accordance with US federal income tax principles, US Holders should
    expect the entire amount of any distribution to be taxed as a dividend.

                                                       Dividends paid to non-corporate US Holders in taxable years beginning before 1 January 2011
                                                       that constitute qualified dividend income will be subject to a maximum tax rate of 15 per cent.
                                                       provided certain holding period requirements are met. Dividends paid with respect to New
                                                       Ordinary Shares or Firm Placing Shares generally will be qualified dividend income. Dividends
                                                       paid to corporate US Holders will not be eligible for the dividends-received deduction generally
                                                       allowed to US corporations in respect of dividends received from other US corporations.

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                                                       For foreign tax credit limitation purposes, distributions that are dividends for US federal income
                                                       tax purposes will generally be income from sources outside the United States and will,
                                                       depending on the US Holder’s circumstances, be ‘‘passive category income’’ or ‘‘general category
                                                       income’’; and distributions that exceed earnings and profits and return of capital and that are
                                                       therefore treated as a capital gain will be income from sources within the United States.
                                                       The amount of the dividend distribution includible in the income of a US Holder will be the
                                                       US dollar value of the pounds sterling payment made, determined at the spot rate on the date
                                                       the dividend distribution is received by the US Holder, regardless of whether the payment is in
                                                       fact converted to US dollars. Generally, any gain or loss resulting from currency exchange
                                                       fluctuations during the period from the date the dividend payment is received to the date the
                                                       payment is converted into US dollars will be treated as ordinary income or loss and will not be
                                                       eligible for the special tax rate applicable to qualified dividend income. The gain or loss will
                                                       generally be income or loss from sources within the United States for foreign tax credit
                                                       limitation purposes.

(b) Sale or exchange of New Ordinary Shares or Firm Placing Shares
    Subject to the PFIC rules described below, a US Holder will recognise capital gain or loss on
    the sale or other disposition of New Ordinary Shares or Firm Placing Shares in an amount
    equal to the US dollar value of the difference between the amount realised on the disposition
    and the US Holder’s tax basis in the New Ordinary Shares or Firm Placing Shares.
                                                       Capital gain of a non-corporate US Holder that is recognised in taxable years beginning before
                                                       1 January 2011 is generally taxed at a maximum rate of 15 per cent. if the holder has a holding
                                                       period greater than one year, or at the same rates as ordinary income if the holder has a
                                                       holding period of one year or less. A US Holder’s ability to deduct any capital loss may be
                                                       subject to significant limitations. The gain or loss will generally be income or loss from sources
                                                       within the United States for foreign tax credit limitation purposes.
                                                       US Holders that receive foreign currency on the sale, exchange or other disposition of the New
                                                       Ordinary Shares or Firm Placing Shares will realise an amount equal to the US dollar value of
                                                       the foreign currency on the date of sale or other disposition (or in the case of cash basis and
                                                       electing accrual basis taxpayers, if the New Ordinary Shares or Firm Placing Shares are
                                                       regularly traded on an exchange, the settlement date). US Holders will recognise currency gain
                                                       or loss if the US dollar value of the foreign currency received at the spot rate on the settlement
                                                       date differs from the amount realised. US Holders will have a tax basis in the foreign currency
                                                       received equal to its US dollar value at the spot rate on the settlement date. Any currency gain
                                                       or loss realised on the settlement date or on a subsequent disposition or conversion of the
                                                       foreign currency will be US source ordinary income or loss.

2.4                                                    Passive foreign investment company rules
                                                       Yell believes that it currently is not, and does not expect to become, a ‘‘passive foreign
                                                       investment company’’ (a ‘‘PFIC’’) for US federal income tax purposes, but this conclusion is
                                                       made annually and thus may be subject to change. If Yell is treated as a PFIC and a US
                                                       Holder does not make a mark-to-market election, such US Holder will be subject to special
                                                       rules with respect to (i) any gain realised on the disposition of its New Ordinary Shares or Firm
                                                       Placing Shares and (ii) any excess distribution that Yell makes to it. With certain exceptions, a
                                                       US Holder’s will be treated as stock in a PFIC if Yell was a PFIC at any time during the year
                                                       in which a US Holder held the Existing Ordinary Shares, Firm Placing Shares, Open Offer
                                                       Entitlements or Open Offer Shares. In addition, dividends that a US Holder receives from Yell
                                                       will not constitute qualified dividend income to it if Yell is deemed to be a PFIC either in the
                                                       taxable year of the distribution or the preceding taxable year, but instead will be taxable at
                                                       rates applicable to ordinary income.

2.5                                                    United States information reporting and backup withholding
                                                       For non-corporate US Holders, information reporting requirements, on Internal Revenue Service
                                                       Form 1099, generally will apply to dividends or other taxable distributions made to the holders
                                                       within the United States, and to the payment of proceeds to the holders from the sale of Open
                                                       Offer Shares effected at a US office of a broker. Additionally, backup withholding may apply to
                                                       such payments if the non-corporate US Holder fails to provide an accurate taxpayer

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                                                       identification number, is notified by the Internal Revenue Service that the holder has failed to
                                                       report all interest and dividends required to be shown on the holder’s US federal income tax
                                                       returns, or in certain circumstances, fails to comply with applicable certification requirements.
                                                       A US Holder subject to backup withholding generally may obtain a refund of any amounts
                                                       withheld under the backup withholding rules that exceed the holder’s US federal income tax
                                                       liability by filing a refund claim with the Internal Revenue Service.




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                                                                   PART X

                                                       ADDITIONAL INFORMATION

1.   Responsibility
The Company and the Directors, whose names are set out in the section headed ‘‘Directors, Secretary
and Advisers’’ of this Prospectus, accept responsibility for the information contained in this
Prospectus. To the best of the knowledge and belief of the Company and the Directors (who have
taken all reasonable care to ensure that such is the case), the information contained in this Prospectus
is in accordance with the facts and does not omit anything likely to affect the import of such
information.

2.   Incorporation and Registered Office
The Company was incorporated and registered in England and Wales under the name of Tasktip
Limited on 15 March 2001 under the Companies Act 1985 as a private company limited by shares.
On 22 June 2001, it changed its name to Yell Group Limited and on 28 May 2002, the Company
was re-registered as a public limited company under section 43 of the 1985 Act and changed its name
to Yell Group plc. The Company is registered under Company number 04180320.
The principal legislation under which the Company operates and under which the Company’s shares
are issued and the New Ordinary Shares will be issued is the Companies Act and subordinated
legislation made thereunder.
The Company is domiciled in the United Kingdom. Its registered office is at Queens Walk, Oxford
Road, Reading, Berkshire RG1 7PT and its telephone number is +44 (0) 845 603 7109.

3.  Organisational Structure
The Company is the ultimate holding company in the Group.
The Company’s principal subsidiaries and associated undertakings (each of which are considered by
the Company to be likely to have a significant effect on the assessment of the assets and liabilities,
financial position and/or profits and losses of the Group) are as follows:

Name of subsidiary undertaking                                          Principal Activity           Country of Incorporation
Yell Finance B.V.                                         Intermediate holding company                       The Netherlands
Yell Limited                                                Classified directory publisher                    United Kingdom
Yellow Book USA, Inc.                                       Classified directory publisher                        United States
Yell Publicidad S.A.U.                                      Classified directory publisher    Spain and parts of Latin America

The Company owns, indirectly or directly, 100 per cent. of the issued share capital of the above
companies and can, indirectly or directly, exercise 100 per cent. of the voting rights of those
companies.

4.   Yell’s share capital
At 9 November 2009 (being the latest practicable date prior to the publication of this Prospectus), the
authorised, issued and fully paid share capital of the Company was as follows:

                                                                  Authorised                         Issued and fully paid
Class of Share                                                 Number        Amount(£)              Number        Amount(£)
Ordinary Shares of 1 pence each                          1,040,320,000         10,403,200       785,893,111         7,858,931

At 31 March 2009, the accounting for shares held in the EBT and the SIP trust for employees
followed that of treasury shares. Movements in the number of shares held by the EBT and the SIP
trust in the years ended 31 March 2009 and 2008 were as follows:
Number of treasury shares                                                                                  2009          2008
Held at beginning of the year                                                                         6,712,979     5,715,156
Sold or transferred during the year                                                                  (5,560,707)   (1,458,892)
Purchased during the year                                                                            11,371,383     2,456,715
Held at 31 March                                                                                     12,523,655     6,712,979

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At 30 September 2009, the Company had authorised share capital of £10,403,200. The 2006 Act
includes provisions that abolish the requirement for companies to have authorised share capital with
effect from 1 October 2009. For an existing company, details of the authorised share capital
previously set out in its memorandum of association will automatically form part of its articles of
association. Therefore, the Company will not be permitted to allot shares in excess of the amount of
its authorised share capital unless the Shareholders pass Resolution 1, which amends the Company’s
Articles to remove the deemed restriction created in its Memorandum pursuant to section 28 of the
2006 Act.
The issued and fully paid share capital of the Company, immediately following completion of the
Capital Raising (assuming that no options or awards are granted under the Employee Share Schemes
between the date of this Prospectus and completion of the Capital Raising), is expected to be as
follows:
                                                                                                                          Issued and fully paid
Class of Share                                                                                                           Number          Amount(£)
Ordinary Shares of 1 pence each                                                                                     2,357,679,333       23,576,793

At 1 April 2006 (the first day covered by the Historical Financial Information incorporated by
reference into this Prospectus), the authorised share capital of the Company was £9,363,200 divided
into 936,320,000 Ordinary Shares.
At the Annual General Meeting held on 19 July 2007, a resolution was passed to increase the
authorised share capital from £9,363,200 divided into 936,320,000 Ordinary Shares to £10,403,200 by
the creation of an additional 104,000,000 Ordinary Shares.
At 1 April 2006 (the first day covered by the Historical Financial Information incorporated by
reference into this Prospectus), 706,142,440 Ordinary Shares were in issue fully paid or credited as
fully paid. The annual changes to the issued share capital of the Company since 1 April 2006 are
reflected in the table below:
                                                                   At 31 March
                                                          2007               2008               2009
Ordinary Shares                                                                                       779,267,379    781,097,991       785,864,856

The changes in the share capital set out in the table above are a result of the exercise of options and
vesting of awards in accordance with the terms of the Employee Share Schemes and the following
material events:
*                                                      On 4 May 2006, 68,627,451 ordinary shares of 1 pence each were issued by the Company
                                                       pursuant to the placing announced on 28 April 2006. The shares were issued in consideration
                                                       for the transfer to the Company of ordinary and redeemable shares in Yell Capital (Jersey)
                                                       Limited with a value of approximately £345,000,000, following which all the shares in Yell
                                                       Capital (Jersey) Limited were owned by the Company. In accordance with section 131 of the
                                                       Companies Act 1985, no share premium arose on the issue of the new shares that were fully
                                                       paid up at the nominal value of 1 pence per share.
Save as disclosed above, since 1 April 2006, there has been no issue of share capital of the Company,
fully or partly paid, either in cash or for other consideration, and (other than in connection with the
Capital Raising) no such issues are proposed. Other than in connection with the Employee Share
Schemes, no share capital of the Company or any of its subsidiaries is under option or agreed
conditionally or unconditionally to be put under option.
At 9 November 2009, being the last practicable date prior to the publication of this Prospectus,
outstanding awards or options had been granted under the Employee Share Schemes in respect of
114,814,108 Ordinary Shares.
At 9 November 2009, being the last practicable date prior to publication of this Prospectus, the
trustee of the EBT holds 11,754,586 Ordinary Shares, which are available to satisfy outstanding
awards and options granted pursuant to the Employee Share Schemes. The EBT intends to take up
its Open Offer Entitlement in full.
At the annual general meeting of the Company held on 24 July 2009, the following resolutions were
passed:

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(A) the Directors were authorised in accordance with section 80 of the 1985 Act to exercise all the
    powers of the Company to allot relevant securities (within the meaning of section 80 of the 1985
    Act) up to an aggregate nominal amount of £2,544,526 provided that this authority would
    expire at the conclusion of the next annual general meeting of the Company save that the
    Company may make offers or agreements before such expiry, which would or might require
    relevant securities to be allotted after such expiry, and the Directors may allot relevant securities
    in pursuance of such offers or agreements as if the authority conferred had not expired;
(B)                                                    the Directors were empowered, pursuant to section 95 of the 1985 Act, to allot equity securities
                                                       (within the meaning of section 94 of the 1985 Act) for cash, as if section 89(1) of the 1985 Act
                                                       did not apply to any such allotment, provided that this power shall be limited to:
                                                       (i)    the allotment of equity securities in connection with a rights issue or other pre-emptive
                                                              issue in favour of Shareholders (but subject to such exclusions or other arrangements as
                                                              the Directors may deem necessary or expedient to deal with fractional entitlements that
                                                              would otherwise arise or with legal or practical problems under the laws or the
                                                              requirements of any recognised regulatory body or any stock exchange in any territory or
                                                              otherwise); and
                                                       (ii)   the allotment (otherwise than pursuant to sub-paragraphs (A) and (B) above) of equity
                                                              securities up to an aggregate nominal value of £392,933, and should expire at the
                                                              conclusion of the next annual general meeting of the Company except that the Company
                                                              may before such expiry make offers or agreements, which would or might require equity
                                                              securities to be allotted after such expiry, and notwithstanding such expiry the Directors
                                                              may allot equity securities in pursuance of such offers or agreements;
(C)                                                    the Company was authorised to make market purchases (as defined in section 163 of the 1985
                                                       Act) of its Ordinary Shares provided that:
                                                       (i)    the Company does not purchase under this authority more than 78,586,735 Ordinary
                                                              Shares;
                                                       (ii)   the Company does not pay less than 1 pence for each share;
                                                       (iii) the Company does not pay more for each share than 105 per cent. over the average of the
                                                             middle market price of the Ordinary Shares according to the Daily Official List of the
                                                             London Stock Exchange for the five Business Days immediately preceding the date on
                                                             which the Company agrees to buy the shares concerned; and
                                                       (iv) the authority should expire at the conclusion of the next annual general meeting of the
                                                            Company unless such authority is renewed prior to such time save that the Company may
                                                            agree before the aforesaid authority terminates to purchase Ordinary Shares where the
                                                            purchase will or may be executed (either wholly or in part) after the authority terminates.

5.    Memorandum and Articles of Association
The Memorandum and Articles are available for inspection as described in paragraph 22
(‘‘Documents available for inspection’’) of this Part X: ‘‘Additional Information’’, and at the
Company’s registered office. They are also available on the Company’s website, www.yellgroup.com.
As from 1 October 2009, in light of the implementation of the relevant provisions of the Companies
Act 2006, certain provisions of the memorandum of association of a company are deemed to form
part of its articles of association. The Directors recommend that, pursuant to Resolution 1 which is
set out in Part XIII: ‘‘Notice of Extraordinary General Meeting’’ of this Prospectus, Shareholders
remove any deemed restriction on the amount of shares that the Company can issue contained in the
Articles. A copy of the proposed amendments to the Articles is available for inspection at the offices
of Herbert Smith LLP, Exchange House, Primrose Street, London EC2A 2HS until close of business
on 26 November 2009.

5.1 Memorandum of Association
The Memorandum of the Company provides that its objects are, among other things, to carry on
business as a general commercial company or holding company and to do all such things as are
incidental or conducive to the carrying on of any trade or business. The objects of the Company are
set out in full in clause 3 of the Memorandum.

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5.2 Articles of Association
The Articles of the Company were adopted on 25 July 2008, and include (among other things)
provisions to the following effect in relation to the Ordinary Shares:

(a)                                                    Rights Attaching to the Ordinary Shares
                                                       (i)    Voting rights
                                                              Subject to any rights or restrictions attached to any shares and to the provisions of the
                                                              Companies Act, on a show of hands every member who is present in person or is present
                                                              by a duly authorised representative who is not himself entitled to vote, shall have one vote,
                                                              and on a poll every member shall have one vote for every share of which he is the holder.
                                                              In the case of joint holders, the vote of the senior who tenders a vote shall be accepted to
                                                              the exclusion of the votes of the other joint holders, and seniority shall be determined by
                                                              the order in which the names of the holders stand in the register of members.
                                                              No member shall (unless the Directors otherwise determine) be entitled to vote at any
                                                              extraordinary general meeting or at any separate meeting of the holders of any class of
                                                              shares, either in person or by representative or proxy, in respect of any share held by him
                                                              unless all amounts then payable by him in respect of that share have been paid. A member
                                                              entitled to more than one vote need not, if he votes, use all his votes or cast all the votes
                                                              he uses the same way. A proxy need not be a member and a member may appoint more
                                                              than one proxy to attend on the same occasion. Submitting an appointment of proxy shall
                                                              not preclude a member from attending and voting at the meeting or at any adjournment
                                                              of it.

                                                       (ii)   Dividends
                                                              The profits of the Company available for dividend and resolved to be distributed shall,
                                                              subject to the Companies Act and any rights or restrictions attached to particular shares,
                                                              be distributed among the holders of the Ordinary Shares in proportion to the amounts
                                                              paid up on such Ordinary Shares.
                                                              With the authority of an ordinary resolution of the Company, the Directors may offer any
                                                              holders of Ordinary Shares the right to elect to receive fully paid Ordinary Shares instead
                                                              of cash in respect of, the whole or part of, any dividend specified by the ordinary
                                                              resolution. Alternatively, the Directors may, with the prior authority of a special resolution
                                                              of the Company and subject to such conditions as the Directors may determine, offer to
                                                              any holders of Ordinary Shares the right to elect to receive fully paid Ordinary Shares
                                                              where the entitlement of each holder of Ordinary Shares shall be determined by the
                                                              Directors so that the value of the New Ordinary Shares concerned may exceed the cash
                                                              amount that such holders would otherwise have received by way of a dividend.

                                                       (iii) Return of capital on a winding up
                                                             On a winding up, the surplus assets of the Company remaining after payment of its
                                                             liabilities and subject to any rights or restrictions for the time being attached to any
                                                             particular shares, be divided among the holders of the Ordinary Shares in proportion to
                                                             the amount paid up on such shares.

(b)                                                    Variation of rights
                                                       Subject to the provisions of the Companies Act, the rights attached to any class of shares may
                                                       be varied in such a manner (if any) as may be provided by those rights or in the absence of any
                                                       such provision, with the consent in writing of the holders of three-quarters in nominal value of
                                                       the issued shares of that class (excluding treasury shares), or with the sanction of a resolution
                                                       passed at a separate meeting of the holders of the shares of that class. The necessary quorum at
                                                       any such meeting other than an adjourned meeting shall be two persons together holding or
                                                       representing by proxy at least one-third in nominal value of the issued shares of the class in
                                                       question. Every holder of shares of that class, present in person or by proxy may demand a
                                                       poll.
                                                       At an adjourned meeting, the quorum shall be one person holding shares of the class in
                                                       question or his proxy. These provisions also apply to the variation of the special rights
                                                       conferred to some of the shares of each class.

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                                                       Unless otherwise expressly provided by the rights attached to any class of shares, those rights
                                                       shall be deemed to be varied by the reduction of the capital paid up on such shares or by the
                                                       allotment of further shares ranking in priority thereto in any respect, but shall not be deemed to
                                                       be varied by the creation or issue of any new shares ranking pari passu in all respects (save as
                                                       to the date from which such new shares shall rank for dividend) with or subsequent to those
                                                       already issued or by the purchase or redemption by the Company of any of its own shares or
                                                       the holding of such shares in treasury.

(c)                                                    Lien and forfeiture
                                                       The Company has a lien on every partly paid-up share for all monies called or payable in
                                                       respect of that share. The Company may serve notice on members in respect of any amounts
                                                       unpaid on their shares. The member shall be given not less than 14 clear days’ notice to pay the
                                                       unpaid amount. In the event of non-compliance, a share in respect of which the notice is given
                                                       may be forfeited by resolution of the Directors.
                                                       Subject to the rules of the UKLA, if a member, or any other person appearing to be interested
                                                       in shares held by that member, has been served notice under section 793 of the 2006 Act and
                                                       has failed in relation to any shares, which expression shall include any further shares that are
                                                       allotted or issued after the date of the notice served under section 793 of the 2006 Act in
                                                       respect of such shares to give the Company the information thereby required in the prescribed
                                                       period from the date of the notice, then the following sanctions shall apply unless the Directors
                                                       shall determine otherwise.

(d)                                                    Untraced members
                                                       The Company shall be entitled to sell in such manner and for such a price as the Directors
                                                       think fit any share held by a member, or any share to which a person is entitled by
                                                       transmission, if and provided that:
                                                       *    for a period of twelve years, no cheque or warrant or other method of payment for
                                                            amounts payable in respect of the share sent and payable has been cashed or been
                                                            successful and no communication has been received by the Company from the member or
                                                            person concerned;
                                                       *    during that period, at least three dividends in respect of the share have become payable;
                                                       *    the Company has, after the expiration of that period, by advertisement in a national
                                                            newspaper published in the United Kingdom and in a newspaper circulating in the area of
                                                            the registered address or last known address of the member concerned, given notice of its
                                                            intention to sell such share; and
                                                       *    the Company has not, during the further period of three months after the date of the
                                                            advertisement and prior to the sale of the share, received any communication from the
                                                            member or person concerned.

(e)                                                    Alteration of capital
                                                       The Company may by ordinary resolution:
                                                       *    increase its share capital by new shares of such amount as the resolution prescribes;
                                                       *    consolidate and divide all or any of its share capital into shares of larger nominal amount
                                                            than its Existing Ordinary Shares;
                                                       *    subject to the provisions of the Companies Act, sub-divide its shares, or any of them, into
                                                            shares of smaller amount than is fixed by the Memorandum;
                                                       *    determine that, as between the shares resulting from such a sub-division, any of them may
                                                            have any preference or advantage as compared with the others; and
                                                       *    cancel shares that, at the date of the passing of the resolution, have not been taken or
                                                            agreed to be taken by any person, and diminish the amount of its share capital by the
                                                            amount of the shares so cancelled.
                                                            The Company may, by special resolution:
                                                       *    reduce its share capital, any capital redemption reserve or share premium account in any
                                                            way, and
                                                       *    purchase or agree to purchase its Ordinary Shares.

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(f)                                                    Transfer of shares
                                                       The instrument of transfer of a share in certificated form may be in any form that the Directors
                                                       approve, shall be executed by or on behalf of the transferor and where the share is not fully
                                                       paid, by or on behalf of the transferee. Where any class of shares is, for the time being, a
                                                       participating security, title to shares of that class that are reported on an operator register of
                                                       members as being held in uncertificated form may be transferred by means of the relevant
                                                       system concerned.
                                                       The Directors may, in their absolute discretion and without giving any reason, refuse to register
                                                       the transfer of a share in certificated form that is not fully paid provided that if the share is
                                                       listed on the Official List of the UKLA such refusal does not prevent dealings in the shares
                                                       from taking place on an open and proper basis. They may also refuse to register a transfer of a
                                                       share in certificated form (whether fully paid or not) unless the instrument of transfer:
                                                       *    is lodged, duly stamped, at the Company’s registered office or at such other place as the
                                                            Directors may appoint and (except in the case of a transfer by a financial institution where
                                                            a certificate has not been issued in respect of the share) is accompanied by the certificate
                                                            for the share to which it relates and such other evidence as the Directors may reasonably
                                                            require to show the right of the transferor to make the transfer;
                                                       *    is in respect of only one class of shares; and
                                                       *    is in favour of not more than four transferees.
                                                       If the Directors refuse to register a transfer of a share, they shall, within two months after the
                                                       date on which the transfer was lodged with the Company or the date on which the operator-
                                                       instruction was received by the Company, send to the transferee notice of the refusal. Any
                                                       instrument of transfer that the Directors refuse to register shall (except in the case of fraud) be
                                                       returned to the person lodging it when notice of the refusal is given.
                                                       Subject to the Uncertificated Securities Regulations 2001, the registration of transfers of shares
                                                       or of any class of shares may be suspended at such times and for such periods (not exceeding
                                                       thirty days in any year) as the Directors may determine.
                                                       No fee shall be charged for the registration of any instrument of transfer or other document or
                                                       instruction relating to or affecting the title to any share.
(g)                                                    Dividends
                                                       Subject to the provisions of the Companies Act and the Articles, the Company may, by
                                                       ordinary resolution, declare dividends in accordance with the respective rights of the members
                                                       and the Directors may pay interim dividends if it appears to them that they are justified by the
                                                       profits of the Company available for distribution. No dividend shall exceed the amount
                                                       recommended by the Directors. All dividends shall be declared and paid according to the
                                                       amounts paid up on the shares on which the dividend is paid. If any share is issued on terms
                                                       that it ranks for dividend as from a particular date, it shall rank for dividend accordingly. In
                                                       any other case, dividends shall be apportioned and paid proportionately to the amounts paid up
                                                       on the shares during any portion(s) of the period in respect of which the dividend is paid. The
                                                       Directors may deduct from any dividend or other money payable to any person on or in respect
                                                       of a share all such sums as may be due from him to the Company on account of calls or
                                                       otherwise in relation to the shares of the Company.
                                                       An extraordinary general meeting declaring a dividend may, upon the recommendation of the
                                                       Directors, direct that it shall be satisfied wholly or partly by the distribution of assets and,
                                                       where any difficulty arises in regards to the distribution, the Directors may settle the same as
                                                       they think fit.
                                                       Notwithstanding any other provision of the Articles, but without prejudice to the rights attached
                                                       to any shares, the Company or the Directors may fix a date as the record date by reference to
                                                       which a dividend will be declared or paid or a distribution, allotment or issue made. Such
                                                       record date may be on, or at any time before, any date on which such dividend, distribution,
                                                       allotment or issue is paid or made and on, or at any time before or after, any date on which
                                                       such dividend, distribution, allotment or issue is declared.
                                                       The Company may cease to send any cheque or warrant (or to use any other method of
                                                       payment) for any dividend payable in respect of a share if:

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                                                       *    in respect of at least two consecutive dividends payable on that share the cheque or
                                                            warrant has been returned undelivered or remains uncashed (or that other method of
                                                            payment has failed); or
                                                       *    following one such occasion, reasonable enquiries have failed to establish any new address
                                                            of the holder,
                                                            but subject to the Articles, may recommence sending cheques or warrants (or using
                                                            another method of payment) for dividends payable on that share if the person or persons
                                                            entitled so request.
                                                       All dividends, interest or other sum payable and unclaimed may be invested or otherwise made
                                                       use of by the Directors for the benefit of the Company until claimed and the Company shall
                                                       not be constituted a trustee in respect thereof. All dividends unclaimed for a period of 12 years
                                                       after having become due for payment shall (if the Directors so resolve) be forfeited and shall
                                                       cease to remain owing by the Company.

(h)                                                    Suspension of rights
                                                       Unless the Directors otherwise determine, no member shall be entitled to receive any dividend or
                                                       to be present and vote at any extraordinary general meeting either personally (save as a proxy
                                                       for another member) or by proxy, or be reckoned in a quorum or to exercise any other privilege
                                                       as a member unless and until he shall have paid for all calls for the time being due and payable
                                                       on every share held by him, whether alone, or jointly with any other person, together with
                                                       interest and expenses (if any).

(i)                                                    Pre-emption rights
                                                       Subject to the Companies Act and any resolution passed by the Company, shares may be issued
                                                       with such rights and restrictions as the Directors or Company by ordinary resolution may
                                                       determine. Subject to the Companies Act and the Articles, the unissued shares in the Company
                                                       shall be at the disposal of the Directors, who may offer, allot, grant options over or otherwise
                                                       dispose of them to such persons (including the Directors themselves) and on such terms as the
                                                       Directors think fit. The Directors may, subject to the Companies Act, issue any share that is or
                                                       is liable, to be redeemed at the option of the Company or the holder on such terms and in such
                                                       manner as may be provided by the Articles.
                                                       Under the Companies Act, if the Company issues additional shares or certain other securities,
                                                       current shareholders will generally have pre-emption rights to those shares or securities on a
                                                       pro-rata basis. The Articles provide that shareholders may, by special resolution, grant authority
                                                       to the Directors to allot shares as if the pre-emption rights did not apply. This authority may
                                                       be either specific or general and may not exceed a period of five years.

(j)                                                    Extraordinary general meetings
                                                       The Directors may call extraordinary general meetings whenever they think fit. If there are not
                                                       within the United Kingdom sufficient members of the Directors to convene an extraordinary
                                                       general meeting, any Director or any member of the Company, may call an extraordinary
                                                       general meeting.
                                                       All meetings of the Company shall be called by at least such minimum period of notice as is
                                                       prescribed under the Companies Act. The notice shall specify the place, the day and the time of
                                                       meeting and the general nature of the business to be transacted and, in the case of an annual
                                                       general meeting, shall specify the meeting as such. Where the Company has given an electronic
                                                       address in any notice of meeting, any document or information relating to proceedings at the
                                                       meeting may be sent by electronic means to that address, subject to any conditions or
                                                       limitations specified in the relevant notice of meeting. Subject to the provisions of the Articles
                                                       and to any rights or restrictions attached to any shares, notices shall be given to all members,
                                                       to all persons entitled to a share in consequence of the death or bankruptcy of a member and
                                                       to the Directors and auditors of the Company. Any notice to be given to a member may be
                                                       given by reference to the register of members as it stands at any time within the period of 21
                                                       days before the notice is given and no change in the register after that time shall invalidate the
                                                       giving of the notice. A member whose registered address is not within the United Kingdom shall
                                                       not be entitled to receive any notice, document or information from the Company unless he
                                                       gives to the Company an address (not being an electronic address) within the United Kingdom
                                                       at which notices, documents or information may be sent or supplied to him.

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                                                       No business shall be transacted at any meeting unless a quorum is present. Two persons entitled
                                                       to vote upon the business to be transacted, each being a member, a proxy for a member or a
                                                       duly authorised representative of a corporation that is a member, shall be a quorum.

(k)                                                    Directors
                                                       (i)    Appointment, removal and retirement
                                                              Unless otherwise determined by an ordinary resolution of the Company, the number of
                                                              Directors (other than alternate directors) shall not be subject to a maximum, but shall not
                                                              be less than two. Directors may be appointed by an ordinary resolution of the Company
                                                              or by the Directors. A Director appointed by the Board holds office only until the
                                                              conclusion of the annual general meeting of the Company following his appointment unless
                                                              he is reappointed during such meeting.
                                                              The Directors may appoint one or more of their number to hold any employment or
                                                              executive office for such term and, subject to such other conditions as they think fit, in
                                                              accordance with the Articles.
                                                              At each annual general meeting, any Director who held office at the time of the two
                                                              preceding annual general meetings and who did not retire by rotation shall retire from
                                                              office by rotation, but shall be eligible for reappointment.
                                                              The Directors may appoint any person (not being a Director) to any office or employment
                                                              having a designation or title including the word ‘‘director’’ or attach to any existing office
                                                              or employment with the Company such designation or title. The use of the word
                                                              ‘‘director’’ in the designation or title of any such office or employment shall not imply that
                                                              such person is, or is deemed to be, or is empowered in any respect to act as, a Director
                                                              for any of the purposes of the Companies Act or the Articles.
                                                              The Company may by ordinary resolution remove any Director before the expiration of
                                                              his period of office in accordance with the Companies Act.
                                                              The office of a Director shall be vacated if:
                                                              *    he resigns by notice in writing delivered to the Company Secretary at the Company’s
                                                                   registered office or tendered at the Directors’ meeting;
                                                              *    he ceases to be a Director by virtue of any provisions of the Companies Act, is
                                                                   removed from office pursuant to the Articles or becomes prohibited by law from
                                                                   being a Director;
                                                              *    he becomes bankrupt or makes any agreement or composition with his creditors
                                                                   generally;
                                                              *    he is, or may be, suffering from mental disorder and either is admitted to hospital in
                                                                   pursuance of an application for admission for treatment under the Mental Health Act
                                                                   1983 or, in Scotland, an application for admission under the Mental Health
                                                                   (Scotland) Act 1984 or an order is made by a court having jurisdiction (whether in
                                                                   the United Kingdom or elsewhere) in matters concerning mental disorder for his
                                                                   detention or for the appointment of any person to exercise powers with respect to his
                                                                   property or affairs, and the Directors resolve that his office be vacated;
                                                              *    both he and his alternate director appointed pursuant to the provisions of the
                                                                   Articles (if any) are absent, without the permission of the Directors, from Directors’
                                                                   meetings for six consecutive months and the Directors resolve that his office be
                                                                   vacated; or
                                                              *    he is requested to resign by notice in writing, or by electronic means, by all the other
                                                                   Directors.

                                                       (ii)   Remuneration
                                                              Unless the Company shall in an extraordinary general meeting otherwise determine, the
                                                              Directors shall be entitled to receive fees for their services at a rate that shall not exceed
                                                              an aggregate sum of £1,000,000 per annum.
                                                              If, by arrangement with the Directors, any Director shall perform or render any special
                                                              duties or services outside his ordinary duties as a Director and not in his capacity as a
                                                              holder of employment or executive office, he may be paid such extra remuneration as the

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                                                             Directors may from time to time determine. The salary or remuneration of any Executive
                                                             Director may be either a fixed sum of money, or may altogether or in part be governed by
                                                             business done or profits made or otherwise determined by the Directors.
                                                             The Company may pay the Directors’ expenses properly incurred by them in connection
                                                             with the business of the Company, including their expenses of travelling to and from
                                                             meetings of the Directors or any committee of the Directors or extraordinary general
                                                             meetings or separate meetings of the holders of any class of shares or debentures of the
                                                             Company.

                                                       (iii) Directors’ powers
                                                             Subject to the provisions of the Companies Act, the Memorandum and the Articles and to
                                                             any directions given by special resolution of the Company, the business of the Company
                                                             shall be managed by the Directors, who may exercise all the powers of the Company
                                                             whether relating to the management of the business or not. No alteration of the
                                                             Memorandum or of the Articles and no such direction given by the Company shall
                                                             invalidate any prior act of the Directors that would have been valid if such alteration had
                                                             not been made or such direction had not been given.
                                                             The Directors may delegate any of their powers:
                                                             *    to any managing Director, any Director holding any other executive office or any
                                                                  other Director;
                                                             *    to any committee consisting of one or more Directors and (if thought fit) one or
                                                                  more other persons, but a majority of the members of the committee shall be
                                                                  Directors and no resolution of the committee shall be effective unless a majority of
                                                                  those present when it is passed are Directors or alternate Directors; and
                                                             *    to any local board or agency for managing any of the affairs of the Company either
                                                                  in the United Kingdom or elsewhere.
                                                             Any such delegation may be subject to any conditions the Directors impose and either
                                                             collaterally with or to the exclusion of their own powers and may be revoked or varied.
                                                             The power to delegate includes power to delegate the determination of any fee,
                                                             remuneration or other benefit that may be paid or provided to any Director.
                                                             The Directors may by power of attorney or otherwise, appoint any person or persons to
                                                             be the agent of the Company and may delegate to such person or persons any of its
                                                             powers, authorities and discretions (with power to sub-delegate) for such purposes and for
                                                             such time, on such terms (including as to remuneration) and subject to conditions they
                                                             think fit. These powers may be conferred collaterally with, or to the exclusion of and in
                                                             substitution for, all or any of the powers of the Directors in that respect and may from
                                                             time to time revoke, withdraw, alter or vary any of such powers.
                                                             The Directors may exercise any power conferred on the Company by the Companies Act
                                                             to make provision for the benefit of persons employed or formerly employed by the
                                                             Company or any of its subsidiaries in connection with the cessation or the transfer to any
                                                             person of the whole or part of the undertaking of the Company or that subsidiary.

                                                       (iv) Directors’ meetings
                                                            The quorum necessary for the transaction of business may be determined by the Directors
                                                            and until otherwise determined shall be two persons, each being a Director or an alternate
                                                            Director. A Director shall not be counted in the quorum present in relation to a matter or
                                                            resolution on which he is not entitled to vote but shall be counted in the quorum in
                                                            relation to all other matters or resolutions considered or voted on at the meeting.

                                                       (v)   Directors’ conflicts
                                                             Subject to the provisions of the Companies Act, and provided that he has disclosed to the
                                                             Directors the nature and extent of any material interest of his, a Director may be a party
                                                             to, or otherwise interested in, any transaction or arrangement with the Company or in
                                                             which the Company is otherwise interested and may be a Director or other officer of, or
                                                             employed by or a party to any transaction or arrangement with, or otherwise interested in,
                                                             any body corporate promoted by the Company or in which the Company is otherwise
                                                             interested.

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                                                       A Director shall not, by reason of his office:
                                                       *    be accountable to the Company for any benefit that he derives from any such office
                                                            or employment or from any such transaction or arrangement or from any interest in
                                                            any such body corporate;
                                                       *    infringe his duty to avoid a situation in which he has, or can have, a direct or
                                                            indirect interest that conflicts, or possibly may conflict, with the interests of the
                                                            Company as a result of such office or employment of any such transaction or
                                                            arrangement or interest in any body corporate; and
                                                       *    be required to avoid such transaction or arrangement on the ground of any such
                                                            interest or benefit.
                                                       The Directors may authorise to the fullest extent permitted by law:
                                                       *    any matter that would otherwise result in a Director infringing his duty to avoid a
                                                            situation in which he has, or could have a direct or indirect interest that conflicts or
                                                            possibly may conflict with the interests of the Company and may reasonably be
                                                            regarded as likely to give rise to a conflict of interest; and
                                                       *    a Director to accept or continue in any office, employment or position in addition to
                                                            his office as a Director of the Company and may authorise the manner in which a
                                                            conflict of interest may be dealt with, either before or at the time that such conflict
                                                            arises.
                                                       This authorisation will only be effective if any requirements as to quorum at the meeting
                                                       at which the matter is considered are met. Subject to any other provisions of the Articles,
                                                       a Director shall not vote at a meeting of the Directors on any resolution concerning a
                                                       matter in which he has, directly or indirectly, a material interest (other than an interest in
                                                       shares, debentures or other securities of, or otherwise in or through, the Company), unless
                                                       his interest arises only because the case falls within one or more of the following:
                                                       *    the resolution relates to the giving to him of a guarantee, security, or indemnity in
                                                            respect of money lent to, or an obligation incurred by him for the benefit of, the
                                                            Company or any of its subsidiary undertakings;
                                                       *    the resolution relates to the giving to a third party of a guarantee, security, or
                                                            indemnity in respect of an obligation of the Company or any of its subsidiary
                                                            undertakings for which the Director has assumed responsibility, in whole or in part,
                                                            and whether alone or jointly with others under a guarantee or indemnity or by the
                                                            giving of security;
                                                       *    his interest arises by virtue of his being, or intending to become, a participant in the
                                                            underwriting or sub-underwriting of an offer of any shares in, or debentures or other
                                                            securities of, the Company for subscription, purchase or exchange;
                                                       *    the resolution relates to an arrangement for the benefit of the employees and
                                                            Directors and/or former employees and former Directors of the Company or any of
                                                            its subsidiary undertakings, and/or the members of their families (including a spouse
                                                            or civil partner or a former spouse or former civil partner) or any person who is or
                                                            was dependent on such persons, including, but without being limited to, a retirement
                                                            benefits scheme and an employees’ share scheme, which does not accord to any
                                                            Director any privilege or advantage not generally accorded to the employees and/or
                                                            former employees to whom the arrangement relates;
                                                       *    the resolution relates to a transaction or arrangement with any other company in
                                                            which he is interested, directly or indirectly, provided that he is not the holder of or
                                                            beneficially interested in one per cent. or more of any class of the equity share capital
                                                            of that company (or of any other company through which his interest is derived) and
                                                            not entitled to exercise one per cent. or more of the voting rights available to
                                                            members of the relevant company (and for the purpose of calculating the said
                                                            percentage there shall be disregarded (i) any shares held by the Director as a bare or
                                                            custodian trustee and in which he has no beneficial interest; (ii) any shares comprised
                                                            in any authorised unit trust scheme in which the Director is interested only as a unit
                                                            holder; and (iii) any shares of that class held as treasury shares); and

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                                                            *     the resolution relates to the purchase or maintenance for any Director or Directors of
                                                                  insurance against any liability.

(l)                                                    Indemnity of Directors
                                                       Subject to the provisions of the Companies Act, the Company may:
                                                       *    indemnify any person who is or was a Director, directly or indirectly (including by funding
                                                            any expenditure incurred or to be incurred by him), against any loss or liability, whether
                                                            in connection with any proven or alleged negligence, default, breach of duty or breach of
                                                            trust by him or otherwise, in relation to the Company or any associated company; and/or
                                                       *    purchase and maintain insurance for any person who is or was a Director against any loss
                                                            or liability or any expenditure he may incur, whether in connection with any proven or
                                                            alleged negligence, default, breach of duty or breach of trust by him or otherwise in
                                                            relation to the Company or any associated company.

(m) Borrowing powers
    Subject to the provisions of the Articles, the Directors may exercise all the powers of the
    Company to borrow money and to mortgage or charge all or any part of the undertaking,
    property and assets (present and future) and uncalled capital of the Company and, subject to
    the provisions of the Companies Act, to issue debentures and other securities, whether outright
    or as collateral security for any debt, liability or obligation of the Company or of any third
    party.
                                                       The Directors shall restrict the borrowings of the Company and exercise all voting and other
                                                       rights and powers of control exercisable by the Company in respect of its subsidiaries so as to
                                                       procure (as regards its subsidiaries in so far as it can procure by such exercise) that the
                                                       aggregate principal amount at any one time outstanding in respect of moneys borrowed by the
                                                       Group (exclusive of moneys borrowed by one Group company from another and after deducting
                                                       cash deposited) shall not at any time, without the previous sanction of an ordinary resolution of
                                                       the Company exceed an amount equal to five times the adjusted capital and reserves (as defined
                                                       in the Articles).
                                                       Pursuant to resolution 15 passed at the Company’s annual general meeting held on 24 July
                                                       2009, the Directors have been authorised and sanctioned, in accordance with article 146 of the
                                                       Company’s Articles, to exceed the restriction on their powers to incur borrowings as set out in
                                                       article 146, provided that at any time the aggregate principal amount outstanding of all moneys
                                                       borrowed by the Group may not exceed an amount equal to £4,920,000,000, provided that this
                                                       authority shall end at the conclusion of the 2011 annual general meeting of the Company. For
                                                       these purposes, moneys borrowed are to be determined in accordance with articles 147 to 154 of
                                                       the Articles except that foreign currency borrowings shall be translated into sterling using the
                                                       rates of £1 = US$1.43280 and £1 = EUR1.08130, being the relevant closing exchange rates on
                                                       31 March 2009.

(n)                                                    Distribution of assets on a winding-up
                                                       If the Company is wound up (whether the liquidation is voluntary, under supervision or by the
                                                       Court), the liquidator may, with the sanction of a special resolution and any other sanction
                                                       required by the Companies Act, divide among the members (excluding the Company holding
                                                       shares as treasury shares) in specie the whole or any part of the assets of the Company and
                                                       may, for the purpose, value any assets and determine how the division shall be carried out as
                                                       between the members or different classes of members. The liquidator may, with the like
                                                       authority, vest the whole or any part of the assets in trustees upon such trusts for the benefit of
                                                       the members as he may with the like authority determine, and the liquidation may be closed
                                                       and the Company dissolved, but no member shall be compelled to accept any assets upon which
                                                       there is a liability.

6.                                                     Directors’ and Senior Managers’ interests
6.1 Directors’ and Senior Managers’ shareholdings
At 9 November 2009 (being the latest practical date prior to the publication of this Prospectus), the
interests (all of which are beneficial unless otherwise stated) of the Directors and the Senior Managers
(as well as their immediate families) in the share capital of the Company or (so far as is known or
could with reasonable due diligence be ascertained by the relevant Director or Senior Manager)

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interests of a person connected (within the meaning of the Disclosure and Transparency Rules) with a
Director or Senior Manager and the existence of which was known to or could, with reasonable
diligence, be ascertained by the Director or Senior Manager, together with such interests as are
expected to be held immediately following completion of the Capital Raising are as follows:

                                                        At 9 November 2009                   Immediately following completion
                                                                    Approximate                of the Capital Raising(1)(2)
                                                       Number of   Percentage of                 Number of      Percentage of
                                                        Ordinary     issued share                  Ordinary       issued share
                                                          Shares          capital                    Shares            capital
Executive Directors
John Condron                                            2,193,163                   0.28            4,386,326                     0.19
John Davis                                                651,739                   0.08            1,008,882                     0.04
Non-Executive Directors
Tim Bunting                                              152,800                    0.02              458,400                     0.02
John Coghlan                                             117,632                    0.01              352,896                     0.01
Toby Coppel                                                    0                       0               78,571                     0.01
Joachim Eberhardt                                         52,632                    0.01              157,896                     0.01
Carlos Espinosa de los Monteros                                0                       0               47,619                     0.01
Richard Hooper                                            10,000                    0.01               30,000                     0.01
Bob Wigley(3)                                            130,260                    0.02              390,780                     0.02
Senior Managers
         ´
Ana Garcıa Fau                                                  0                      0                    0                        0
Joe Walsh                                               4,330,276                   0.55            5,745,868                     0.24

Total                                                   7,638,502                   1.00           12,657,238                     0.53


(1) Assumes that the Directors participate in the Firm Placing and Placing and take up their Open Offer Entitlements (as appropriate,
    with the minimum indicated take-up where relevant and assuming 100 per cent. take-up of the Open Offer by existing
    shareholders) to the extent indicated in paragraph 19 (‘‘Directors’ intentions’’) of Part I: ‘‘Letter from the Chairman of Yell’’ of
    this Prospectus.
(2) Assumes that no awards vest under the Employee Share Schemes between 9 November 2009 (being the latest practicable date prior
    to the publication of this Prospectus) and completion of the Capital Raising.
(3) Bob Wigley succeeded Bob Scott as non-executive director and Chairman on 24 July 2009. On 31 March 2009, Bob Scott held
    105,263 Ordinary Shares. Bob Wigley purchased 130,260 Ordinary Shares in the market at £0.3713 per share on 8 June 2009.


The interests of the Directors together represent approximately 0.4 per cent. of the issued ordinary
share capital of Yell in existence at 9 November 2009, being the latest practicable date prior to the
publication of this Prospectus, and are expected to represent approximately 0.3 per cent. of the
Enlarged Issued Share Capital. This latter percentage is calculated based on the same assumption set
out in note (1) above.




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6.2 Directors’ and Senior Managers’ options and awards
At 9 November 2009 (being the latest practicable date prior to the publication of this Prospectus), the
Directors and Senior Managers held options or awards to subscribe for Ordinary Shares as follows:

                                                                                                   At 9 November
Share Options                                                            Type of Options                     2009              Exercise price                  Exercise dates
John Condron                                                                    EXEC(a)                   868,421                        285              15.07.06 – 14.07.13
                                                                                EXEC(b)                        —                      401.75              11.11.07 – 10.11.14
                                                                                EXEC(b)                        —                         476              10.11.08 – 09.11.15
                                                                                EXEC(c)                        —                         589              30.11.08 – 08.11.16
                                                                                EXEC(c)                        —                      419.75              30.11.08 – 07.11.17
                                                                                SAYE(f)                     2,228                        424              01.11.09 – 01.05.10
                                                                                SAYE(f)                    27,500                          33             01.05.13 – 01.05.13
                                                                                EXEC(d)                 2,631,970                      67.25              13.11.11 – 12.11.18
John Davis                                                                      EXEC(a)                   536,842                        285              15.07.06 – 14.07.13
                                                                                EXEC(b)                        —                      401.75              11.11.07 – 10.11.14
                                                                                EXEC(b)                        —                         476              10.11.08 – 09.11.15
                                                                                EXEC(c)                        —                         589              30.11.08 – 08.11.16
                                                                                EXEC(c)                        —                      419.75              30.11.08 – 07.11.17
                                                                                SAYE(f)                    10,909                          88             01.11.11 – 01.05.12
                                                                                EXEC(d)                 1,561,338                      67.25              13.11.11 – 12.11.18
Joe Walsh                                                                       EXEC(b)                        —                         476              10.11.08 – 09.11.15
                                                                                EXEC(b)                        —                         589              30.11.08 – 08.11.16
                                                                                EXEC(b)                        —                      419.75              30.11.08 – 07.11.17
                                                                               USEIP(g)                   625,000                        285              15.07.06 – 14.07.13
                                                                               USEIP(g)                 1,153,864                     295.80              14.11.06 – 13.11.13
                                                                               USEIP(g)                        —                      401.75              11.11.07 – 10.11.14
                                                                                EXEC(e)                13,522,103                      67.25              13.11.11 – 12.11.18
Ana Garcia Fau                                                                  EXEC(b)                        —                         589              30.11.08 – 08.11.16
                                                                                EXEC(b)                        —                      419.75              30.11.08 – 07.11.17
                                                                                EXEC(e)                 1,461,949                      67.25              13.11.11 – 12.11.18

Total                                                                                      —             22,402,124                           —                                 —

Notes:
EXEC(a)                                                Yell Group plc Executive Share Option Scheme. These options were granted on flotation. Options granted over shares
                                                       with a value of three times salary will only be exercisable if the adjusted Earnings Per Share (EPS) over an initial three-
                                                       year period is at least equal to RPI plus 3 per cent. per annum at the end of the period. If the target is not met, it may be
                                                       retested at the end of the fourth year. Options granted over shares with a value of two times salary will only be exercisable
                                                       if the Company’s Total Shareholder Return (TSR) at the end of a three-year period exceeds the growth in the TSR of the
                                                       companies making up the FTSE 100. Options will be exercisable in full if the growth in the Company’s TSR would put
                                                       the Company at the 25th position or higher (taken from the top) of the FTSE 100. The proportion of options that may be
                                                       exercised will be reduced on a straight-line basis to the 50th position of the FTSE 100, at which point 25 per cent. of the
                                                       options may be exercised. If the Company’s TSR at the end of the three-year period would place the Company below the
                                                       50th position, no options will be exercisable.
EXEC(b)                                                Yell Group plc Executive Share Option Scheme. The exercise of these options is subject to the EPS growth of the
                                                       Company exceeding the growth in RPI by 3 per cent. per annum. Performance is measured over a three-year period and
                                                       there is no opportunity for retesting.
EXEC(c)                                                Yell Group plc Executive Share Option Scheme. The options shall become exercisable if the percentage increase in the
                                                       Company’s EPS is equal to or exceeds the increase in the RPI. Performance is measured over a three-year period and
                                                       there is no opportunity for retesting.
                                                       The options will become exercisable in respect of:
                                                       *    40 per cent. of the ordinary shares subject to the option if the EPS growth exceeds the growth in RPI by 3 per cent.
                                                            per annum;
                                                       *    a further 40 per cent. of the ordinary shares subject to the option if the EPS growth exceeds the growth in RPI by 4.5
                                                            per cent. per annum; and
                                                       *    the final 20 per cent. of the ordinary shares subject to the option if the EPS growth exceeds the growth in RPI by 6
                                                            percent per annum.
EXEC(d)                                                Yell Group plc Executive Share Option Scheme. The options shall become exercisable if at the end of the three-year
                                                       performance period the ratio of net debt to adjusted EBITDA is less than or equal to four.
EXEC(e)                                                Yell Group plc Executive Share Option Scheme. The options shall become exercisable three years from the date of grant.
SAYE(f)                                                Yell Group plc Sharesave Plan.
USEIP(g)                                               Yell Group plc US Equity Incentive Plan. The options shall become exercisable if the percentage increase in the
                                                       Company’s EPS is equal to or exceeds the cumulative increase in the RPI plus 3 per cent. per annum at the end of such
                                                       performance measurement period. Performance is measured over a three-year period.




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Yell Long-Term                                                                                     At 9 November
Incentive Plan                                                          Type of Options                      2009            Exercise price                   Exercise dates
John Condron                                                                    LTIP(a)                   160,174                   401.75               11.11.07 – 10.11.14
                                                                                LTIP(a)                        —                       476               10.11.08 – 09.11.15
                                                                                LTIP(b)                    65,354                      589               09.11.09 – 08.11.16
                                                                                LTIP(a)                   151,876                   419.75               08.11.10 – 07.11.17
                                                                                LTIP(b)                   151,876                   419.75               08.11.10 – 07.11.17
                                                                                LTIP(c)                 1,579,182                    67.25               13.11.11 – 12.11.18
John Davis                                                                      LTIP(a)                    92,407                   401.75               11.11.07 – 10.11.14
                                                                                LTIP(a)                        —                       476               10.11.08 – 09.11.15
                                                                                                           39,047
                                                                                   LTIP(b)                                                589            09.11.09   –   08.11.16
                                                                                   LTIP(a)                   90,232                    419.75            08.11.10   –   07.11.17
                                                                                   LTIP(b)                   90,232                    419.75            08.11.10   –   07.11.17
                                                                                   LTIP(c)                  936,802                     67.25            13.11.11   –   12.11.18

Total                                                                                     —               3,357,182                         —                                 —



Notes:
LTIP(a)                                                Long-Term Incentive Plan. The extent to which the awards will vest will depend upon the Company’s TSR performance
                                                       relative to the TSR performance of the FTSE 100 constituents (excluding investment trusts) over a three-year period. To
                                                       the extent that the performance condition is not satisfied, the award will lapse and there will be no opportunity to retest
                                                       the condition further. For an award to vest, the Company’s TSR performance must not be less than that of the median
                                                       company in the comparator group. If the Company is ranked at the median level, 30 per cent. of the award will vest,
                                                       rising to 100 per cent. vesting at the upper quartile level.
LTIP(b)                                                Long-Term Incentive Plan. The extent to which the awards will vest will depend upon the Company’s EPS growth in
                                                       relation to RPI, as follows:
                                                       *   0 per cent. of the ordinary shares subject to the award if the EPS growth is less than growth in RPI plus 3 per cent.
                                                           per annum;
                                                       *   30 per cent. of the ordinary shares subject to the award if the EPS growth exceeds the growth in RPI by 3 per cent per
                                                           annum; and
                                                       *   100 per cent. of the ordinary shares subject to the award if the EPS growth exceeds the growth in RPI by 7 per cent.
                                                           per annum.
                                                       The number of shares over which the EBT Trustee may grant an option in respect of this award shall increase between 30
                                                       per cent. and 100 per cent. for the performance levels set out in the table above on a straight-line basis.
LTIP(c)                                                Long-Term Incentive Plan. The extent to which the awards will vest will depend upon the Company’s TSR performance
                                                       relative to the TSR performance of an international comparator group of quoted publishing companies, over a three-year
                                                       period. To the extent that the performance condition is not satisfied, the award will lapse and there will be no opportunity
                                                       to retest the condition further. For an award to vest, the Company’s TSR performance must not be less than that of the
                                                       median company in the comparator group. If the Company is ranked at the median level, 30 per cent. of the award will
                                                       vest, rising to 100 per cent. vesting at the upper quartile level.

                                                                                                     At 9 November
Yell Deferred Bonus Plan                                                                                      2009           Exercise price                    Exercise dates(a)
John Condron                                                                                                   30,356                  428.25            22.06.08   –   21.06.15
                                                                                                               27,930                   490.5            23.06.09   –   22.06.16
                                                                                                              132,902                  478.54            25.06.10   –   24.06.17
                                                                                                              297,816                   91.17            12.06.10   –   11.06.18
John Davis                                                                                                     17,513                  428.25            22.06.08   –   21.06.15
                                                                                                               16,309                   490.5            23.06.09   –   22.06.16
                                                                                                               79,407                  478.54            25.06.10   –   24.06.17
                                                                                                              176,937                   91.17            12.06.10   –   11.06.18
Joe Walsh                                                                                                     100,676                  478.54            29.06.10   –   24.06.17
                                                                                                              226,081                   91.17            12.06.11   –   11.06.18

Total                                                                                                       1,105,927                       —                                 —


Notes:
(a) A proportion of annual bonus is compulsorily deferred into shares for a period of three years. Awards made under the Deferred
    Bonus Plan are granted as nil cost options and will lapse to the extent they are not exercised by the date of expiry.

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Save as disclosed above, no Director or Senior Manager has any interest (beneficial or non-beneficial)
in the share capital or loan capital of the Company or any of its subsidiaries.

6.3 Other directorships and partnerships
The details of those companies and partnerships outside the Group of which the Directors and Senior
Managers are currently directors or partners, or have been directors or partners during the previous
five years prior to the date of this Prospectus, are as follows:

Director / Senior
Manager                                                Current directorships and partnerships   Previous directorships and partnerships
John Condron                                           —                                        —
John Davis                                             Informa plc                              Informa Group Plc
Tim Bunting                                            First Magazine Limited                   Goldman Sachs International
                                                       Rainbow Trust Children’s Charity         The Sporting Exchange Limited
                                                       Sepura Plc                               Barrie & Hibbert
                                                       Wellington College Enterprises Limited   NLYTE Software Limited
                                                       Top Up TV 2 Limited                      Circle International Limited
                                                       Top Up TV Europe Limited
                                                       Top Up TV Holdings Limited
                                                       Code Masters Group Holdings Limited
                                                       The Wellington Academy Trust
                                                       Kobalt Music Group Limited
                                                       Livebookings Holdings Limited
                                                       Oncimmune Limited
                                                       Balderton Capital Management (UK)
                                                       LLP
                                                       Realtime Technology AG
John Coghlan                                           Freight Transport Association Limited    Exel Limited
                                                       DX Group Limited                         Ocean Overseas Holdings Limited
                                                       Ashley House Plc                         Exel Investments Limited
                                                       Inchcape Shipping Services Limited       DHL Trustees Limited
                                                       DX (EBT Trustees) Limited                Exel Holdings Limited
                                                                                                Exel International Holdings Limited
                                                                                                DHL Pensions Investment Fund
                                                                                                Limited
                                                                                                KXC Landowners Limited
                                                                                                Tradeteam Limited
                                                                                                Marken Limited
                                                                                                Tibbet & Britten Group Limited
                                                                                                Tibbet & Britten Pension Trust Limited
                                                                                                Cardhood Limited
Toby Coppel                                            Moon Valley Foundation                   Kelkoo.com (UK) Limited
                                                       Moon Valley Enterprises Limited          Overture Services Limited
                                                       Aquarius Ventures Limited                Where@Risk Limited
                                                                                                WhereOnEarth Limited
                                                                                                Yahoo! Europe Limited
                                                                                                Yahoo! Holdings Limited
                                                                                                Yahoo! UK Limited
                                                                                                Yahoo! UK Services Limited
                                                                                                Blue Lithium UK Limited
Joachim Eberhardt                                      Oxnard MB LLC                            Chrysler International Services S.A.
Carlos Espinosa de                                     Acciona S.A.                             Gonzalez-Byass
los Monteros                                           Schindler Espana                         DaimlerChrysler Espana S.A.
                                                       Inditex S.A.
                                                       Arcadis
                                                       Fraternidad Mupresa
                                                       Mercedez-Benz Espana S.A.


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Director / Senior
Manager                                                                   Current directorships and partnerships    Previous directorships and partnerships
Richard Hooper                                                            Vocalink Holdings Limited                 Alec Court Management Company
                                                                                                                    Limited
                                                                                                                    Informa Group Plc
                                                                                                                    I-Mate Plc
                                                                                                                    Artilium Plc
                                                                                                                    Hooper Communications
Bob Wigley                                                                Business in the Community                 Bonanza Flying Club Limited
                                                                          Portman House Limited                     Royal Mail Holdings Plc
                                                                          Portman House (Spare) Limited             Merrill Lynch International
                                                                          National Education & Employer             Merrill Lynch International MLIB
                                                                          Partnership Taskforce                     (Historic)
                                                                          Duke Street Capital Structured            Merrill Lynch International Bank
                                                                          Solutions                                 Limited
                                                                          No.1 (Feeder) LLP                         LCH.Clearnet Group Limited
                                                                          Advent International                      Euroclear Plc
                                                                          Blue Gem Capital Partners LLP             Euroclear SA/NV
                                                                          Oxford University Centre for              LCH.Clearnet Limited
                                                                          Corporate                                 The Movement for Non-Mobile
                                                                          Reputation                                Children (Whizz Kidz)
                                                                          Doughty Centre for Corporate              Bank of England Limited
                                                                          Responsibility
                                                                          Chester Street Investments LLP
        ´
Ana Garcıa Fau                                                            —                                         AQUASTYL, S.L.
                                                                                                                                    ˜
                                                                                                                    Wechtesbach Espanola, S.A.
Joe Walsh                                                                 —                                         Bullis School
6.4 Directors’ and Senior Managers’ confirmations
Save as set out below, none of the Directors has during the five years to the date of this Prospectus:
(i)                                                    had any convictions in relation to fraudulent offences; or
(ii)                                                   been bankrupt or the subject of an individual voluntary arrangement, or has had a receiver
                                                       appointed to any asset of such Director; or
(iii) been a director of any company that, while he was a director, had a receiver appointed or went
      into compulsory liquidation, creditors voluntary liquidation, administration or company
      voluntary arrangement, or made any composition or arrangement with its creditors generally or
      with any class of its creditors; or
(iv) been a partner of any partnership that, while he was a partner, went into compulsory
     liquidation, administration or partnership voluntary arrangement, or had a receiver appointed to
     any partnership asset; or
(v)                                                    had any official public incrimination and/or sanction by statutory or regulatory authorities
                                                       (including designated professional bodies); or
(vi) been disqualified by a court from acting as a member of the administrative, management or
     supervisory body of an issuer or from acting in the management or conduct of the affairs of
     any issuer.
6.5                                                    Conflicts of interest
In respect of any Director, save as set out below, there are no actual or potential conflicts of interest
between their duties and the private and/or other duties they may also have:
Tim Bunting is a general partner of Balderton Capital Management (UK) LLP, a venture capital
company. Balderton Capital Management (UK) LLP has investments in several companies that
operate in the same sector as the Company (including Adjug Limited and TouchLocal Limited). This
creates a potential conflict between Tim Bunting’s interest as a director of the Company and as a
general partner of Balderton Capital Management (UK) LLP. Tim Bunting has agreed with the
Board that, to the extent a Balderton Capital Management (UK) LLP investment is deemed by the
Board to conflict with Yell’s core business, he will not have any active involvement in the
management of that investment.

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Therefore, the above potential conflicts have been considered and authorised by the Board and are
monitored on an ongoing basis.

6.6 Remuneration of Directors and Senior Managers
A summary of the amount of remuneration paid to Directors and the Senior Managers (including
any contingent or deferred compensation) and benefits in kind for the year ended 31 March 2009 is
set out in the table below:
                                                                                                                          Pension
                                                                                                                     contributions
                                                                                                               Total      (defined
                                                                    Performance              Cost of      (excluding contribution
£’000                                                  Salary/fees related bonus             benefits(a)    pensions)      section)
Executive Directors
John Condron(b)                                                885                —              315            1,200              395
John Davis(c)                                                  525                —              295              820               97

Non-Executive Directors
Bob Scott                                                      155                —                —              155                —
Tim Bunting                                                     55                —                —               55                —
John Coghlan                                                    65                —                —               65                —
Toby Coppel(d)                                                  —                 —                —               —                 —
Joachim Eberhardt                                               65                —                —               65                —
Carlos Espinosa de los Monteros(e)                              —                 —                —               —                 —
Richard Hooper                                                  55                —                —               55                —
Lyndon Lea(f)                                                   38                —                —               38                —
Lord Powell of Bayswater(g)                                     55                —                —               55                —
Bob Wigley(h)                                                   —                 —                —               —                 —

Senior Managers
          ´
Ana Garcıa Fau                                                 404              328                17             749                61
Joe Walsh                                                      760              577                13           1,350                 1
Total emoluments excluding pensions
contributions                                                3,062              905              640            4,607
Total pension contributions                                                                                                        554


Notes:
(a) Executive directors’ benefits mainly comprise company cars, life assurance, private health cover, long-term disability insurance,
    health club membership, security and allowances for personal tax and financial advice.
(b) John Condron is a member of Section 2 of the Yell Pension Plan and prior to 5 April 2006 he accrued a pension of 1/80th of his
    Final Pensionable Earnings (as defined in the trust deed and rules of the Yell Pension Plan) for each year of Pensionable Service
    (as defined in the trust deed and rules of the Yell Pension Plan). In addition, he accrued a one-off cash sum of 3/80th of his Final
    Pensionable Earnings for each year of Pensionable Service.
    As a result of changes in the taxation of pensions after 5 April 2006, John Condron chose to cease accrual in the Yell Pension Plan
    after that date, although his pension and cash sum remain linked to his Final Pensionable Earnings at leaving, retirement or death.
    Since 5 April 2006, he has received cash payments of 27 per cent. of his basic salary per annum, a rate calculated to be broadly
    equivalent to Yell’s costs of his future benefits had he continued accrual in the Yell Pension Plan.
(c) John Davis is a member of Section 3 of the Yell Pension Plan. Until 5 April 2006, he was also a member of Section 1. Under each
    of those Sections, he accrued an annual pension of l/60th of his Final Pensionable Earnings up to the HM Revenue and Custom’s
    Earnings Cap (as defined in the trust deed and rules of the Yell Pension Plan) for each year of Pensionable Service (total accrual of
    1/50th each year). As he was subject to the Earnings Cap, John Davis also received part of this pension through an unfunded
    unapproved pension promise. This increased his overall entitlement to 1/30th of his pension scheme salary for each complete year
    of Pensionable Service and in proportion for a part year.
    To determine the transfer value of the unapproved pension, Yell has used the standard cash equivalent transfer basis adopted by
    the Yell Pension Plan. As a result of changes in the taxation of pensions after 5 April 2006, John Davis chose to move his
    unapproved and Section 1 benefits into Section 3 of the Yell Pension Plan and then cease accrual in the Yell Pension Plan after
    that date, although his pension remains linked to his Pension Scheme Salary at leaving, retirement or death. Since 5 April 2006, he
    has received cash payments of 48 per cent. of basic salary per annum; this rate has been calculated to be broadly equivalent to
    Yell’s cost of his future benefits had he continued accrual in the Yell Pension Plan.
(d) Toby Coppel was appointed on 12 October 2009.
(e) Carlos Espinosa de los Monteros was appointed on 18 May 2009.
(f) Lyndon Lea resigned on 31 August 2008.
(g) Lord Powell of Bayswater resigned on 24 July 2009.
(h) Bob Wigley succeeded Bob Scott as non-executive director and Chairman on 24 July 2009. As non-executive director and
    Chairman, Bob Wigley receives a fee of £250,000 per annum.




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6.7 Service agreements for Executive Directors
The Executive Directors have rolling service agreements that may be terminated by twelve calendar
months notice on either side:

Executive Director                                     Date of service agreement
John Condron                                           10 July 2003
John Davis                                             10 July 2003

In the event of early termination of an Executive Director’s service agreement, compensation of up to
the equivalent of 12 calendar months basic salary and benefits may be payable. There is no
contractual entitlement to compensation beyond this. Directors have a duty to make reasonable
efforts to mitigate any loss arising from such termination and the Remuneration Committee will have
regard to that duty on a case by case basis when assessing the appropriate level of compensation that
may be payable.

6.8 Letters of appointment of Non-Executive Directors
Non-Executive Directors do not have contracts of service with the Company and their appointments
are terminable without notice. Non-Executive Directors are not eligible for performance-related
payments nor may they participate in the Company’s Employee Share Schemes or pension schemes.
The letters of appointment of the Non-Executive Directors are subject to the Articles dealing with
appointment and rotation every three years and contain no terms relating to a payment on
termination or following a change in control of the Company.
The original dates of appointment to the Board and of their current letters of appointment are:

Non-Executive Director                                                Date of appointment   Letter of appointment
Tim Bunting                                                                 18 May 2007              24 July 2009
John Coghlan                                                                  1 July 2003            24 July 2009
Toby Coppel                                                              12 October 2009         10 October 2009
Joachim Eberhardt                                                             1 July 2003            24 July 2009
Carlos Espinosa de los Monteros                                             18 May 2009              7 April 2009
Richard Hooper                                                            13 March 2006              24 July 2009
Bob Wigley                                                                   24 July 2009             7 June 2009

7.   Mandatory Bids and Compulsory Acquisition Rules Relating to Shares
Other than as provided by the Takeover Code and Chapter 28 of the 2006 Act, there are no rules or
provisions relating to mandatory bids and/or squeeze-out and sell-out rules relating to the Company.
There is not in existence any current mandatory takeover bid in relation to the Company. There have
been no takeover bids by third parties during Yell’s last and current financial year.

7.1 Mandatory bid
The Takeover Code applies to the Company. Under the Takeover Code, if an acquisition of interests
in shares were to increase the aggregate holding of the acquirer and its concert parties to interests in
shares carrying 30 per cent. or more of the voting rights in the Company, the acquirer and,
depending on circumstances, its concert parties would be required (except with the consent of the
Panel on Takeovers and Mergers) to make a cash offer for the outstanding shares in the Company at
a price not less than the highest price paid for interests in shares by the acquirer or its concert parties
during the previous 12 months. This requirement would also be triggered by any acquisition of
interests in shares by a person holding (together with its concert parties) shares carrying between 30
per cent. and 50 per cent. of the voting rights in the Company if the effect of such acquisition were
to increase that person’s percentage of the total voting rights in the Company.

7.2 Squeeze-out
Under the 2006 Act, if an offeror were to make an offer to acquire all of the shares in the Company
not already owned by it and were to acquire 90 per cent. of the shares to which such offer related it
could then compulsorily acquire the remaining 10 per cent. The offeror would do so by sending a
notice to outstanding members telling them that it will compulsorily acquire their shares and then, six
weeks later, it would deliver a transfer of the outstanding shares in its favour to the Company which
would execute the transfers on behalf of the relevant members, and pay the consideration to the

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Company which would hold the consideration on trust for outstanding members. The consideration
offered to the members whose shares are compulsorily acquired under this procedure must, in general,
be the same as the consideration that was available under the original offer unless a member can
show that the offer value is unfair.


7.3 Sell-out
The Companies Act would also give minority members a right to be bought out in certain
circumstances by an offeror who has made a takeover offer. If a takeover offer related to all the
shares in the Company and, at any time before the end of the period within which the offer could be
accepted, the offeror held or had agreed to acquire not less than 90 per cent. of the shares, any
holder of shares to which the offer related who had not accepted the offer could, by a written
communication to the offeror, require it to acquire those shares.

The offeror would be required to give any member notice of his/her right to be bought out within
one month of that right arising. The offeror may impose a time limit on the rights of minority
members to be bought out, but that period cannot end less than three months after the end of the
acceptance period or, if later, three months from the date on which notice is served on members
notifying them of their sell-out rights. If a member exercises his/her rights, the offeror is entitled and
bound to acquire those shares on the terms of the offer or on such other terms as may be agreed.


8.   Employees
Set out below are the average numbers of employees employed by Yell for the years ended on 31
March 2007, 31 March 2008 and 31 March 2009:

Annual average employee numbers
Year ended                    Number of employees
31 March 2007                 13,898
31 March 2008                 14,642
31 March 2009                 14,983

9.   Employee Share Schemes
Details of the Employee Share Schemes established by Yell under which options and awards are
currently held by directors and employees are as follows:


(a) The Sharesave Plan
    The Sharesave Plan was established in July 2003 and is approved by HMRC. All employees and
    full-time directors are eligible to accept invitations to apply to enter into a savings contract with
    a savings carrier to save between £5 and £250 a month for a three, five or seven year period at
    the end of which the participant is entitled to a tax-free bonus. The proceeds of the savings
    contract are used to exercise an option to acquire Ordinary Shares.

                                                       Options are granted over Ordinary Shares to those participants entering into a savings contract
                                                       at up to a 20 per cent. discount to the market value of an Ordinary Share at the time
                                                       invitations are issued. Options may be exercised to the extent of savings made prior to the date
                                                       the bonus becomes due if a participant leaves on certain ‘good leaver’ grounds or the Company
                                                       is taken over or is subject to a reconstruction or winding up. The exercise of an option is not
                                                       subject to the satisfaction of a performance condition. Options generally lapse six months after
                                                       the end of the savings contract term.

                                                       In the event of a variation of the Company’s share capital, options may be adjusted in such
                                                       manner as the Remuneration Committee shall determine, subject to prior HMRC approval and
                                                       auditor confirmation.

                                                       In any ten-year period, not more than ten per cent. of the issued share capital of the Company
                                                       may be issued or be issuable under the Sharesave Plan and all share schemes adopted by the
                                                       Company or any subsidiary of the Company. These limits do not include rights to Ordinary
                                                       Shares that (a) were granted prior to the Company’s IPO; (b) have been released or lapsed; or
                                                       (c) were granted pursuant to the Pre-IPO Plans.

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                                                       The Remuneration Committee (with the prior consent of the EBT Trustee in respect of
                                                       subsisting options that have been granted by the EBT Trustee) may amend the Sharesave Plan
                                                       at any time, provided that HMRC approval is obtained where necessary. However, no
                                                       amendment to the advantage of participants or employees shall be made without prior
                                                       shareholder approval save for minor amendments to benefit the administration of the Sharesave
                                                       Plan, to maintain HMRC approval of the Sharesave Plan, to take account of any change in
                                                       legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for
                                                       the Company, any subsidiary and/or participant.

(b) The US ESPP
    The US ESPP was established in July 2003. Eligible employees are entitled to accumulate
    savings (by way of deduction from their salary) to purchase Ordinary Shares.
                                                       The Company may offer eligible employees the opportunity to purchase Ordinary Shares over
                                                       periods of six months beginning (normally) on 1 May and 1 November of each year at a price
                                                       per Ordinary Share equal to 85 per cent. of the lower of the fair market value of an Ordinary
                                                       Share on (a) the first day of such offering and (b) on the last day of such offering. The
                                                       participants’ accumulated savings are automatically applied on the last day of the offering to
                                                       purchase Ordinary Shares at the lower of the two prices. Any amounts remaining that are
                                                       insufficient to purchase a whole Ordinary Share will be rolled-over and applied to the next
                                                       offering, unless otherwise determined by the Remuneration Committee.
                                                       On an asset sale, merger or consolidation, options can be continued, exchanged for an
                                                       equivalent option in the acquiring company, cancelled (with the return of accumulated payroll
                                                       deductions) or exercised.
                                                       The aggregate fair market value of Ordinary Shares subject to option may not exceed $25,000
                                                       for each participant in any one calendar year.
                                                       Accumulated savings and any Ordinary Shares credited to a participant’s account are returned
                                                       to the participant in the event that he (a) withdraws from the offering at any time, (b) ceases to
                                                       be an employee of the Company or (c) becomes ineligible to participate in the US ESPP.
                                                       In the event of a variation of the Company’s share capital, the Board shall make appropriate
                                                       adjustments so as not to enlarge or diminish the rights of participants, in one or more of (a) the
                                                       aggregate number of Ordinary Shares available for purchase under the Plan, (b) the aggregate
                                                       number of Ordinary Shares subject to purchase under outstanding options or (c) the purchase
                                                       price per Ordinary Share under each outstanding option.
                                                       The maximum number of Ordinary Shares over which US ESPP options may be granted is
                                                       11,116,667.
                                                       The Board may, at any time, terminate or amend the US ESPP, provided that the aggregate
                                                       number of Ordinary Shares available to be purchased under the US ESPP shall not be increased
                                                       without shareholder approval.

(c) The SIP
    The SIP was established in July 2003 and is an HMRC approved all-employee share plan.
    Eligible employees acquire Ordinary Shares that are held in trust. Ordinary Shares acquired by
    participants under the SIP may be ‘‘Free Shares’’, ‘‘Partnership Shares’’, ‘‘Matching Shares’’ or
    ‘‘Dividend Shares’’ as provided for under Schedule 2 to the Income Tax (Earnings and
    Pensions) Act 2003.
                                                       The market value of an award of Free Shares may not exceed £3,000 per participant in any one
                                                       tax year. The Company has discretion to determine that a performance target may apply to the
                                                       award of Free Shares. The Company also has the discretion to determine a holding period of
                                                       between three and five years during which Free Shares must remain in the SIP trust.
                                                       Participants may authorise deductions from their salary, up to a maximum of £1,500 per tax
                                                       year, that are used to acquire Partnership Shares. Matching Shares may be awarded to
                                                       participants at a ratio not exceeding two Matching Shares for every Partnership Share acquired,
                                                       and the Company may specify a holding period in respect of those Matching Shares of between
                                                       three and five years.

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                                                       The Company may direct that all cash dividends on Ordinary Shares held in the SIP trust on
                                                       behalf of participants must be applied in the acquisition of further Dividend Shares on their
                                                       behalf. If the Company elects not to make such a direction, either (a) all dividends are paid
                                                       over immediately to participants or (b) the SIP trustee may offer participants the choice of
                                                       either acquiring further Dividend Shares or having the dividends paid over to them immediately.
                                                       A holding period of three years must be applied to Dividend Shares.
                                                       The Company may specify that Free and Matching Shares will be forfeited if a participant
                                                       ceases employment during a forfeiture period or, with respect to Matching Shares, the
                                                       participant withdraws the Partnership Shares with respect to which Matching Shares were
                                                       awarded within the forfeiture period. The forfeiture period may not exceed three years
                                                       commencing with the date on which the Free or Matching Shares were awarded.
                                                       The Company may, with the SIP trustee’s written consent, make amendments to the SIP,
                                                       provided that no material amendment that would adversely prejudice the rights attaching to any
                                                       Ordinary Shares awarded to participants may be made, and any amendment to a key feature of
                                                       the SIP must be approved by HMRC.

(d) The ESOS
    The ESOS was established in July 2003 and permits the grant of both HMRC approved and
    unapproved options. The Remuneration Committee may grant options from time to time to
    eligible employees, the aggregate market value of which shall be determined by the
    Remuneration Committee in their absolute discretion (subject to a maximum aggregate market
    value at the date of grant of £30,000 for HMRC approved options).
                                                       The exercise price to acquire an Ordinary Share shall be not less than the market value of an
                                                       Ordinary Share on the date of grant.
                                                       Options may be exercised during a period beginning three years after the date of grant and
                                                       ending on the tenth anniversary of the date of grant. Options not exercised during this period
                                                       will automatically lapse. For unapproved options only, if an option holder wishes to exercise his
                                                       option, the Remuneration Committee may (with the option holder’s agreement) pay a cash sum,
                                                       in lieu of Ordinary Shares, equal to the option gain.
                                                       Each option is granted subject to an objective performance condition, and the option can
                                                       normally only be exercised once the performance condition has been satisfied. The
                                                       Remuneration Committee has discretion to alter or waive all, or any, of the terms of such
                                                       condition if they are of the opinion that it is no longer appropriate, and may impose a new
                                                       performance requirement that shall be equally demanding. For HMRC approved options, any
                                                       altered condition or new performance requirement must be no more difficult to satisfy than the
                                                       performance condition it replaces, and be fair and reasonable.
                                                       If an option holder ceases employment in certain ‘good leaver’ circumstances, options may be
                                                       exercised within six months following such cessation of employment (the performance condition
                                                       attaching to the options is deemed to have been waived). If an option holder ceases employment
                                                       for any non ‘good leaver’ reason, his option will immediately lapse (unless the Remuneration
                                                       Committee in its absolute discretion determines otherwise, in which case the option may be
                                                       exercised in whole or in part during such period as the Remuneration Committee decides).
                                                       On a change of control of the Company, options become exercisable for up to six months from
                                                       the date of the change of control subject to satisfaction of the performance condition.
                                                       In the event of a variation of the Company’s share capital, the Remuneration Committee may
                                                       make such adjustments to the number of Ordinary Shares comprised in an option and/or the
                                                       option exercise price as it shall decide in its absolute discretion, subject to prior HMRC
                                                       approval in the case of HMRC approved options and auditor confirmation.
                                                       The Company may not grant options over Ordinary Shares under the ESOS nor issue Ordinary
                                                       Shares under any other executive option scheme exceeding 5 per cent. of the ordinary issued
                                                       share capital in any ten year period. However, the 5 per cent. limit may be disregarded if the
                                                       exercise of the option will, in the opinion of the Remuneration Committee, be dependent on the
                                                       achievement of a particularly demanding performance requirement.
                                                       The Company may not grant options over Ordinary Shares under the ESOS nor issue Ordinary
                                                       Shares under any other employee share scheme exceeding 10 per cent. of the ordinary issued
                                                       share capital in any ten year period.

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                                                       These limits do not include rights to Ordinary Shares that (a) were granted prior to the
                                                       Company’s IPO, (b) have been released, lapsed or cancelled, or (c) were granted pursuant to the
                                                       Pre-IPO Plans.
                                                       The Remuneration Committee may amend the ESOS in any respect. However, in general,
                                                       amendments to the advantage of option holders may not be made without shareholder approval
                                                       unless necessary or desirable to take account of new legislation or to benefit the administration
                                                       of the ESOS.

(e) The US EIP
    The US EIP was established in July 2003. It allows the Company to issue both non-qualified
    and incentive stock options and stock awards to officers and employees of the Company
    (although only stock options have been granted to date). The Remuneration Committee has sole
    discretion to determine those employees who may receive awards under the US EIP and the
    performance conditions that may be attached to any such option.
                                                       Each stock option granted pursuant to the US EIP shall have such exercise price as the
                                                       Remuneration Committee may determine at the date of grant. The aggregate market value of
                                                       Ordinary Shares subject to incentive stock options, granted to any one participant, may not
                                                       exceed $100,000 per tax year. Stock options granted under the US EIP shall be exercisable at
                                                       such time or times and subject to such terms and conditions as shall be determined by the
                                                       Remuneration Committee provided that no option may be exercised later than ten years from
                                                       the date of grant (except in the case of death of a participant in which case this period may be
                                                       extended, but no later than one year after the participant’s death).
                                                       On a change of control of the Company, options become exercisable for up to six months from
                                                       the change of control and any performance conditions fall away.
                                                       In the event of a variation of share capital, the Remuneration Committee may make such
                                                       adjustments to the number of Ordinary Shares subject to a stock option and/or the exercise
                                                       price of a stock option as it shall determine in its absolute discretion, subject to auditor
                                                       confirmation. In respect of incentive stock options, adjustments must be made in compliance
                                                       with US tax legislation.
                                                       The aggregate number of Ordinary Shares that may be subject to stock options is 33,333,333
                                                       (subject to any adjustments to take account of a variation of share capital). The maximum
                                                       number of Ordinary Shares with respect to stock options or other awards that may be granted
                                                       under the US EIP is 3,333,333.
                                                       The Remuneration Committee may amend the US EIP at any time, provided that no
                                                       amendment that (a) disqualifies any incentive stock options granted, (b) increases the aggregate
                                                       number of Ordinary Shares that may be acquired under options, (c) increases the amount that
                                                       may be awarded to an individual participant, (d) changes the type of business criteria on which
                                                       performance-based awards are made or (e) modifies the requirements for eligibility under the US
                                                       EIP may be made without shareholder approval.

(f)                                                    The CAP
                                                       The CAP was established in February 2004. Awards may be either (a) conditional awards (a
                                                       right to receive Ordinary Shares, subject to the rules of the CAP) or (b) restricted awards
                                                       (Ordinary Shares are acquired upfront and held in a trust subject to certain restrictions
                                                       contained in the rules of the CAP).
                                                       Awards vest over a three-year period from the date of grant and are not subject to performance
                                                       conditions.
                                                       If a participant leaves the Company in certain ‘good leaver’ circumstances before the end of the
                                                       vesting period, the award will vest pro-rata for the part of the vesting period that has already
                                                       elapsed prior to the cessation of employment (unless the Remuneration Committee determines
                                                       otherwise). If a participant leaves the Group for a non ‘good leaver’ reason, his award will
                                                       immediately lapse (unless and to the extent that the Remuneration Committee decides
                                                       otherwise).
                                                       Upon a change of control of the Company, awards vest in full.
                                                       Awards are satisfied by the purchase of existing Ordinary Shares on the open market, rather
                                                       than by the issue of new Ordinary Shares.

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                                                       In the event of a variation of share capital of the Company, the Remuneration Committee may
                                                       make such adjustment, as it considers appropriate, to the number of Ordinary Shares underlying
                                                       the awards, subject to auditor confirmation.
                                                       The Remuneration Committee may amend the CAP provided that no amendment which imposes
                                                       any additional burden or adversely affects any Group member can be made without the prior
                                                       written consent of the Company.

(g) The LTIP
    The LTIP was established in July 2003. The Remuneration Committee has sole discretion to
    determine which employees are granted awards under the LTIP. An award is a notification of
    the trustee’s intention that, if a specified performance target and certain other conditions are
    met, the employee will be granted an option to acquire Ordinary Shares at nil cost.
                                                       The initial value of an award is determined by the Remuneration Committee, in its absolute
                                                       discretion, and then divided by the market value of the Ordinary Shares, at the date of the
                                                       award, to determine a maximum number of Ordinary Shares that a participant may acquire.
                                                       The performance target, attached to an award, relates to the financial performance of the
                                                       Company over a minimum period of three financial years (beginning with a financial year that is
                                                       not earlier than that in which the award is granted).
                                                       Once the performance target has been met, and provided the participant remains an employee of
                                                       the Group (and has not given or received notice to terminate his contract of employment), the
                                                       EBT Trustee grants the participant a nil cost option to acquire such number of Ordinary Shares
                                                       as was specified at the time the award was made.
                                                       If the participant ceases to be employed by the Group in certain ‘good leaver’ circumstances, he
                                                       may exercise his option within six months from the cessation of his employment. If the
                                                       participant ceases to be employed for a non ‘good leaver’ reason, he may only exercise his
                                                       option if and to the extent that the Remuneration Committee determines, and pro-rating for
                                                       time up to the date of cessation of employment.
                                                       On a change of control of the Company, options will become exercisable, on a pro-rated basis
                                                       for time, but the performance conditions will fall away. Options may be exercised for such
                                                       reasonable period as the trustee shall determine.
                                                       In the event of a variation of share capital, the trustee may make such adjustment as it
                                                       considers appropriate to the number of Ordinary Shares that are subject to an option, subject to
                                                       auditor confirmation.
                                                       The number of Ordinary Shares for which the trustee may subscribe on any day (at less than
                                                       their market value) shall not, when added to the number of Ordinary Shares that have
                                                       previously been so issued or in respect of which rights to subscribe for Ordinary Shares have
                                                       previously been granted (and have neither been exercised nor cease to be exercisable) by the
                                                       Company in that financial year or the nine preceding financial years:
                                                       *    pursuant to the LTIP and any other employees’ share scheme, exceed 10 per cent. of the
                                                            issued share capital of the Company on that day; and
                                                       *    pursuant to the LTIP and any other discretionary executive share option scheme, exceed 5
                                                            per cent. of the issued share capital of the Company on that day.
                                                       The trustee may with the prior written consent of the Remuneration Committee at any time
                                                       alter the LTIP, although the prior written consent of the Company is required for any
                                                       amendments that adversely affect any member of the Group. Certain amendments to the
                                                       advantage of participants may not be made without prior shareholder approval except for minor
                                                       amendments to benefit the administration of the LTIP, to take account of a change in
                                                       legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for
                                                       any participant or any member of the Group.

(h) The DBP
    The DBP was established in November 2004. The Remuneration Committee may grant deferred
    awards to eligible employees (or make recommendations of eligible employees to the EBT
    Trustee) as it may in its absolute discretion determine.

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                                                       The amount of any annual discretionary bonus, which would otherwise be paid to an eligible
                                                       employee, in excess of 100 per cent. (or such other proportion that the Remuneration
                                                       Committee may determine) of the eligible employee’s annual gross basic salary can be made
                                                       subject to compulsory deferral under the DBP. The compulsory deferral takes the form of an
                                                       option to acquire Ordinary Shares at nil cost between the third and tenth anniversary of the
                                                       date the option is granted.
                                                       Options granted pursuant to the DBP are not subject to performance conditions. No New
                                                       Ordinary Shares may be issued pursuant to awards granted under the DBP.
                                                       The option will lapse if a participant ceases to be an employee of the Company other than as a
                                                       ‘good leaver’. Participants are not entitled to any dividends, or dividend equivalents, during the
                                                       three-year deferral period.
                                                       On a change of control of the Company, options become exercisable for up to six months from
                                                       the change of control.
                                                       In the event of a variation of share capital, the Remuneration Committee shall adjust the
                                                       number of Ordinary Shares over which deferred awards are granted and the conditions of
                                                       exercise (and where a deferred award has been exercised but no Ordinary Shares have been
                                                       transferred pursuant to such exercise, the number of Ordinary Shares that may be so
                                                       transferred), in such manner as it shall determine.
                                                       The Remuneration Committee may make amendments to the DBP at any time (where
                                                       appropriate with the consent of the EBT Trustee).

(i)                                                    The Pre-IPO Plans
                                                       In March 2002, the Group introduced three stock option plans, the Pre-IPO Employee Plan, the
                                                       Pre-IPO US Plan (which is a schedule to the Pre-IPO Employee Plan) and the Pre-IPO Incentive
                                                       Plan. The Pre-IPO Plans were set up to provide the Company’s employees with options over
                                                       Ordinary Shares that would become exercisable should the Company be subject to an exit event
                                                       (e.g., sale or IPO).
                                                       Options granted pursuant to the Pre-IPO Plans have a long-stop lapse date of ten years from
                                                       the date of grant. On a change of control, options can be exercised for such period of time as
                                                       the Remuneration Committee may in its absolute discretion determine.
                                                       In the event of a variation of share capital, the Remuneration Committee may adjust the
                                                       number of Ordinary Shares comprised in an option and/or the exercise price, in such manner as
                                                       it considers fair and reasonable.
                                                       No options have been granted pursuant to the Pre-IPO Plans since July 2003 and no further
                                                       options are intended to be granted under the Pre-IPO Plans.
                                                       The Group formerly operated the Yell Group plc Yellow Book (USA) West Management Share
                                                       Option Scheme but this plan has now ceased and all options have either lapsed or been
                                                       exercised.

(j)                                                    The EBT
                                                       The EBT was established on 13 March 2002 to operate in conjunction with the Employee Share
                                                       Schemes and provide the Company with flexibility in the sourcing of Ordinary Shares. It is
                                                       operated by an independent offshore trustee and has a limit on the number of Ordinary Shares
                                                       that can be held at any one time equal to 5 per cent. of the issued ordinary share capital of the
                                                       Company. The EBT may be used to benefit employees and former employees of the Company
                                                       and its subsidiaries.




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10. Significant Shareholders
At 9 November 2009 (being the latest practicable date prior to the publication of this Prospectus),
insofar as it is known to the Directors from notifications received by the Company in accordance
with the provisions of the Disclosure and Transparency Rules 3 and 5, the name of each person other
than a Director who, directly or indirectly, is interested in 3 per cent. or more of the voting rights
attaching to the issued share capital of the Company, and the amount of such person’s interest, is as
follows:
                                                                                          Approx. per
                                                                                         cent. of total
Name of Shareholder                                                 Ordinary Shares(1)    voting rights
Barclays Bank plc                                                         48,429,071               6.16
Deutsche Bank AG                                                          40,132,885               5.11
FIL Limited                                                               46,220,876               5.88
Invesco Limited                                                          180,741,756             22.99
JP Morgan Asset Management (UK) Limited                                   37,576,035               4.78
Legal and General Assurance (Pensions Management) Limited                 30,951,977               3.93
Morgan Stanley                                                            32,614,668               4.15
Standard Life Investments Limited                                         72,773,756               9.26
Taube Hodson Stonex Partners LLP                                          38,026,870               4.84

Note:
(1) Including disclosable financial instruments

Save as disclosed in this paragraph 10, the Directors are not aware of any person who, at 9
November 2009 (being the latest practicable date prior to the publication of this Prospectus), directly
or indirectly, has a notifiable interest in the Company’s share capital.
There are no differences between the voting rights enjoyed by the shareholders described in this
paragraph 10 and those enjoyed by other holders of Ordinary Shares.
So far as the Directors are aware, no person or persons, directly or indirectly, jointly or severally,
own or exercise control over or could exercise control over the Company.

11. Material contracts
The following is a summary of each contract (not being a contract entered into in the ordinary
course of business) that has been entered into by the Company or any member of the Group: (i)
within the two years immediately preceding the date of this Prospectus that is, or may be, material to
the Group, or (ii) at any time and contains obligations or entitlements that are, or may be, material
to the Group at the date of this Prospectus:

11.1 Existing Facilities Agreement
On 27 April 2006, the Company and certain of its subsidiaries (being Midorina S.L., Sociedad
Unipersonal, Yell Limited, Yellow Book USA, Inc., Yell Holdings 2 Limited, YH Limited and Yell
Finance B.V. (together the ‘‘Obligors’’)) as borrowers and/or guarantors entered into a facilities
agreement with Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, Goldman
Sachs International and HSBC Bank plc as arrangers; Deutsche Bank AG, London branch, Goldman
Sachs International, Goldman Sachs Credit Partners LP, HSBC Bank plc and Citibank, N.A. as
original lenders (such agreement as amended on 27 July 2006, 10 August 2006 and 8 October 2008,
the ‘‘Existing Facilities Agreement’’) pursuant to which facilities (the ‘‘Existing Debt Facilities’’) have
been made available to certain of the Company’s subsidiaries.
The Existing Debt Facilities consist of the following:
*                                                      a sterling term loan of £954,264,861 (‘‘Facility A1’’);
*                                                      a sterling term loan of £370,000,000 (‘‘Facility A2’’);
*                                                      a US dollar term loan of $1,594,615,000 (‘‘Facility A3’’);
*                                                      a euro term loan of A778,582,408 (‘‘Facility A4’’);
*                                                      a sterling term loan of £75,224,458 (‘‘Facility A5’’ and together with Facility A1, Facility A2,
                                                       Facility A3 and Facility A4, the ‘‘Facility A’’)
*                                                      a euro term loan of A70,000,000 (‘‘Facility A6’’) (expired and never utilised);

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*                                                      a US dollar term loan of $1,495,898,998 (‘‘Facility B1’’);
*                                                      a euro term loan of A466,800,000 (‘‘Facility B2’’ and together with Facility B1, the ‘‘Facility B’’);
                                                       and
*                                                      a sterling revolving credit facility of £400,000,000.
The borrowers under the Existing Facilities Agreement are Yell Holdings 2 Limited, Yell Limited,
Yell Publicidad S.A.U. and Yellow Book USA, Inc.

Interest rates and fees
Loans made under the Existing Facilities Agreement bear interest at a rate equal to the relevant rate
of LIBOR (or EURIBOR in relation to loans made in euros), plus any applicable mandatory costs
(which are the adjustments required if the Bank of England mandates are changed to the reserve
requirements for lending banks) plus in relation to any Facility A loan a margin of 2.25 per cent. per
annum, in relation to any Facility B loan a margin of 3.00 per cent. per annum and in relation to
the revolving credit facility loan a margin of 2.25 per cent. per annum. The margin for certain of the
Existing Debt Facilities is subject to a margin ratchet that is applicable if no event of default is
continuing under the Existing Facilities Agreement and the Leverage Ratio (as defined in the Existing
Facilities Agreement) is within the ranges set out below.
                                                                                              Revolving
                                                                          Facility A   Facility Margin
Leverage Ratio                                                        Margin % p.a.              % p.a
Greater than 5.75:1                                                                                                                 2.75               2.75
Less than or equal to                                                   5.75:1   but   greater   than   5.00:1                      2.50               2.50
Less than or equal to                                                   5.00:1   but   greater   than   4.50:1                      2.25               2.25
Less than or equal to                                                   4.50:1   but   greater   than   4.00:1                     2.125              2.125
Less than or equal to                                                   4.00:1   but   greater   than   3.50:1                      2.00               2.00
Less than or equal to                                                   3.50:1                                                      1.75               1.75

Accrued interest shall be payable under the Existing Facilities Agreement on the last day of each
interest period selected by the Company.

Guarantees and Security
The Existing Debt Facilities are guaranteed by Yell Limited, Yell Holdings 2 Limited, YH Limited,
Yell Publicidad S.A.U., Yellow Book USA, Inc., Yell Finance B.V. and Yell Finance (Jersey)
Limited.
The Existing Debt Facilities are secured by share pledge agreements granted over the shares of (a)
Yell Limited by Yell Holdings 2 Limited; (b) YH Limited by Yell Holdings 2 Limited; (c) YH3
Limited by Yell Holdings 2 Limited; (d) Midorina S.L., Sociedad Unipersonal by YH3 Limited; and
         ´
(e) Telefonica Publicidad e Informacion, S.A. by Midorina S.L., Sociedad Unipersonal. The merged
                                                                                     ´
entity ‘‘Yell Publicidad S.A.U.’’ is a surviving entity following the merger of Telefonica Publicidad
Informacion S.A. and Midorina S.L., Sociedad Unipersonal.

Covenants
The Existing Facilities Agreement contains covenants of, and restrictions on, the Obligors (subject to
certain agreed exceptions) and, in some instances, the Company, that are typical for bank facilities of
this type, including that the Obligors are required to observe certain customary covenants, including,
but not limited to: (i) notification of default; (ii) maintenance of required licences and authorisations;
(iii) compliance with applicable laws; and (iv) environmental compliance.
In addition, the Obligors (and in some instances, the Company) are subject to restrictions (that are
also subject to certain agreed exceptions) that are typical for bank facilities of this type, including but
not limited to restrictions on each Obligor and their subsidiaries (and in some instances, the
Company): (a) creating or allowing to subsist security interests; (b) making certain disposals; (c)
making certain acquisitions; (d) merging, amalgamating or consolidating with any other person; (e)
making certain loans; (f) declaring certain dividends; and (g) not incurring certain additional financial
indebtedness.
In addition, the Existing Facilities Agreement requires the Company to ensure that the Group
complies with the following financial covenants:

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(a)                                                    the ratio of consolidated EBITDA to net cash interest payable in respect of any relevant period
                                                       shall not be less than the ratios set out as follows: relevant period expiring on or about
                                                       30 September 2009, 2.29:1; relevant period expiring on or about 31 December 2009, 2.37:1;
                                                       relevant period expiring on or about 31 March 2010, 2.45:1; relevant period expiring on or
                                                       about 30 June 2010, 2.59:1; relevant period expiring on or about 30 September 2010, 2.76:1;
                                                       relevant period expiring on or about 31 December 2010, 2.96:1; relevant period expiring on or
                                                       about 31 March 2011; and thereafter, 3.10:1; and

(b)                                                    the ratio of consolidated net debt on or about each of the following dates to consolidated
                                                       EBITDA in respect of any relevant period ending on or about such date shall not exceed the
                                                       following ratios: relevant period expiring on or about 30 September 2009, 5.58:1; relevant period
                                                       expiring on or about 31 December 2009, 5.38:1; relevant period expiring on or about 31 March
                                                       2010, 5.17:1; relevant period expiring on or about 30 June 2010, 4.93:1; relevant period expiring
                                                       on or about 30 September 2010, 4.68:1; relevant period expiring on or about 31 December 2010,
                                                       4.37:1; and relevant period expiring on or about 31 March 2011 and thereafter, 4.08:1.

The financial covenants are tested on a rolling twelve month basis by reference to each of the
quarterly financial statements and/or each compliance certificate delivered pursuant to the Existing
Facilities Agreement. The Existing Facilities Agreement contains detailed provisions setting forth the
manner in which the financial covenants are calculated.

Maturity and amortisation
Each Facility A loan made under the Existing Facilities Agreement is repayable on the following
dates in the following amounts (such amounts being the percentages of such loans outstanding):
31 March 2010, 5.00 per cent.; 30 September 2010, 7.50 per cent.; 31 March 2011, 7.50 per cent.; and
30 April 2011, all outstanding Facility A loans. Each Facility B loan made under the Existing
Facilities Agreement is repayable on 27 October 2012. Each revolving credit facility loan made under
the Existing Facilities Agreement is repayable on the last day of its interest period. All revolving
credit facility loans shall be repaid in full on 27 April 2011.

Prepayment
The Existing Debt Facilities are required to be prepaid in full upon the occurrence of certain events,
including a change of control of the Company. Certain amounts of the Existing Debt Facilities are
required to be prepaid upon the occurrence of certain disposals, equity capital raisings and permitted
securitisations by the Company and its subsidiaries.

Events of default
The Existing Facilities Agreement contains certain usual and customary events of default for facilities
of this type, including, among other things, payment defaults, breaches of representations and
warranties, misrepresentation, certain covenant defaults, cross-default, certain events of insolvency,
auditor’s qualification of financial statements, cessation of business and material adverse effect, the
occurrence of each of which would allow the lenders to accelerate all outstanding loans under the
Existing Facilities Agreement and terminate their commitments thereunder, subject to a two-thirds
majority vote of the lenders by value approving such action.

Waiver
On 28 October 2009, the Group received confirmation that, in accordance with the terms of the
Existing Facilities Agreement, lenders holding at least two-thirds by value of debt under the Existing
Facilities Agreement had agreed to a waiver of any default arising from certain circumstances. These
circumstances relate to technical points which could have been raised on the construction of certain
clauses of the Existing Facilities Agreement. The Group was of the view that no event of default
existed but, for the avoidance of doubt, wished to receive a waiver from the requisite majority of
lenders.

Outstanding amounts
Following completion of the Refinancing, approximately £3,141.4 million of debt under the Existing
Facilities Agreement will be held by companies within the Group and approximately £158.5 million
will be held by existing lenders.

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Amendments
Upon satisfaction of the Transaction Conditions, the Existing Facilities Agreement will be amended
to delete the following clauses in their entirety: clause 19 (Representations), clause 20 (Information
Undertakings), clause 21 (Financial Covenants), clause 22 (General Undertakings) and clause 23
(Events of Default) (excluding clause 23.1 (Non-payment), clause 23.6 (Cross Default) and clause
23.23 (Acceleration)).

11.2 Invitation Memorandum
Pursuant to an Invitation Memorandum (the ‘‘Invitation’’) dated 25 September 2009, newly
incorporated subsidiaries incorporated within the Group made offers to acquire at par the entire
existing Facility A and Facility B loans under the Existing Facilities Agreement. Yell Finance (UK)
Ltd offered to acquire the sterling-denominated debt in respect of which Yell Limited is the borrower
and the sterling and US dollar-denominated debt in respect of which Yellow Holdings 2 Limited is
the borrower. YB (USA) LLC offered to acquire the US dollar-denominated debt in respect of which
Yellow Book USA, Inc. is the borrower and Yell Finance S.A.U. offered to acquire the euro-
denominated debt in respect of which Yell Publicidad S.A.U. is the borrower. Each individual offer
within the Invitation has the same terms and conditions. The consideration offered for the acquisition
of loans under the Existing Facilities Agreement was the incurrence, by the relevant subsidiary that
made the offer, of indebtedness under the New Debt Facilities. The participations under the New
Debt Facilities to which accepting lenders become entitled will be in the same amounts and currencies
as the participations sold by them under the Invitation. The Invitation was made to the lenders of
record and was conditional on acceptances being received in respect of 95 per cent of the Facility A
and Facility B loans (in aggregate, not per facility or tranche) under the Existing Facilities
Agreement. On 2 November 2009, Yell announced that it had received acceptances in respect of in
excess of 95 per cent of the Facility A and Facility B loans in aggregate and, accordingly, the
proposal has now become unconditional as to acceptances. Completion of the Invitation is
conditional on the conditions precedent to the New Facilities Agreement and the amended Existing
Facilities Agreement being satisfied or waived, which include the completion of the Capital Raising.
In connection with the Refinancing, amendments are being made to the Existing Facilities Agreement.
An acceptance of the Invitation comprised an irrevocable consent in favour of those amendments.
Non-Consenting Lenders will continue to hold debt under the amended Existing Facilities Agreement
and will be entitled to be repaid a maturity in accordance with the terms of that agreement.
Simultaneously with final settlement of the Capital Raising, the transactions contemplated by the
Invitation and the Refinancing will complete. At completion;
*                                                      the amendments to the Existing Facilities Agreement will become effective;
*                                                      the debt under the Existing Facilities Agreement for which acceptances to the Invitation have
                                                       been received will be transferred to the relevant Yell subsidiaries;
*                                                      the New Facilities Agreement and the debt under that agreement will become effective; and
*                                                      the proceeds of the Capital Raising net of certain expenses will be utilised to repay a proportion
                                                       of the New Debt Facilities.
Each Consenting Lender will receive a fee in an amount equal to 1.25 per cent. of its commitments
under the New Debt Facilities, such commitments to be calculated following repayment from the net
proceeds of the Capital Raising.

11.3 New Facilities Agreement
The Company and certain of its subsidiaries (being Yell Finance (UK) Limited, Yell Finance S.A.U.
and YB (USA) LLC, together the ‘‘New Obligors’’) as borrowers and guarantors and certain other of
the Company’s subsidiaries as guarantors, have agreed to enter into a facilities agreement, the
effectiveness of which is subject to certain conditions, with HSBC Bank plc as facility agent and
security trustee and the financial institutions referred to therein as original lenders (the ‘‘New Facilities
Agreement’’), pursuant to which term and revolving facilities have been made available to the New
Obligors (the ‘‘New Debt Facilities’’, such New Debt Facilities excluding the new revolving facility,
the ‘‘New Term Facilities’’).
As described in paragraph 11.2 (‘‘Invitation Memorandum’’) of this Part X: ‘‘Additional
Information’’, debt under the New Debt Facilities is being incurred in consideration of the acquisition
of debt under the Existing Facilities Agreement pursuant to the Invitation.

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Any amounts drawn under the existing revolving credit facility are not be subject to the Invitation.
At completion of the transaction, any amounts drawn under the existing revolving credit facility will
be repaid. At the same time, the commitments of accepting lenders under the existing revolving credit
facility will be cancelled and will be replaced by a new revolving facility of up to £200 million (each
accepting lender’s commitment under that facility being 50 per cent. of its previous RCF exposure).
The total commitments made available under such new revolving facility will reduce by 10 per cent.
on 30 June 2011, by a further 5 per cent. on 30 June 2012 and by a further 5 per cent. on 30 June
2013.


Interest rates and fees
Loans made under the New Debt Facilities bear interest at a rate equal to the relevant rate of
LIBOR (or EURIBOR in relation to loans made in euros), plus any applicable mandatory costs
(which are the adjustments required if the Bank of England mandates are changed to the reserve
requirements for lending banks) plus an agreed margin. The size of the margin is subject to a margin
ratchet that is dictated by the size of the Gross Equity Amount, as set out below.
                                                                        New Facility A
                                                                         and new RCF       New Facility B
Gross Equity Amount                                                     Margin % p.a.       Margin % p.a
Greater than or equal to £500 million and less than £650 million                  3.75               4.00
Greater than or equal to £650 million                                             3.50               3.75

Accrued interest shall be payable under the New Facilities Agreement on the last day of each interest
period selected by the Company.

The margin for New Facility A and New Facility B will increase by 0.50 per cent. in each case if
New Facility A and New Facility B have not been reduced by the Minimum Reduction Amount by
the date falling 18 months after the first utilisation date in respect of the New Debt Facilities.


Guarantees and Security
The New Debt Facilities are guaranteed by Yell Limited, Yell Holdings 2 Limited, YH Limited, Yell
Publicidad S.A.U., Yell Finance B.V., Yell Finance (Jersey) Limited, Yellow Pages Limited, YH3
Limited, Yellow Book USA, Inc., Yellow Book Holdings Inc., Yell Finance (UK) Limited, YB (USA)
LLC and Yell Finance S.A.U.

The New Debt Facilities are secured by share pledge agreements granted over the shares of (a) Yell
Limited by Yell Holdings 2 Limited; (b) YH Limited by Yell Holdings 2 Limited; (c) YH3 Limited
by Yell Holdings 2 Limited; (d) Yell Publicidad S.A.U. by YH3 Limited. Such share pledges will be
second ranking share pledges until the maturity of the Existing Debt Facilities, at which point they
will become first ranking. In addition the New Debt Facilities are secured by first ranking share
pledge agreements granted over the shares of (a) Yell Finance (UK) Limited by Yellow Pages
Limited, (b) YB (USA) LLC by Yellow Book USA, Inc. and (c) Yell Finance S.A.U. by Yell
Publicidad S.A.U.


Covenants
The New Facilities Agreement contains covenants binding on the New Obligors (subject to certain
agreed exceptions) and, in some instances, the Company, which are typical for bank facilities of this
type, including but not limited to: (i) notification of default; (ii) maintenance of required licences and
authorisations; (iii) compliance with applicable laws; and (iv) environmental compliance.

In addition, the New Obligors (and in some instances, the Company) are subject to restrictions
(subject to certain agreed exceptions) that are typical for bank facilities of this type, including but not
limited to: (a) creating, or allowing to subsist, security interests; (b) making certain disposals; (c)
making certain acquisitions; (d) merging, amalgamating or consolidating with any other person; (e)
making certain loans; (f) declaring certain dividends and (g) not incurring certain additional financial
indebtedness.

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In addition, the New Facilities Agreement requires the Company to ensure that the Group complies
with the following financial covenants:
(a)                                                    the ratio of consolidated EBITDA to net cash interest payable in respect of any relevant period
                                                       shall not be less than the ratios set out as follows: relevant period expiring on or about
                                                       31 December 2009, 2.08:1; relevant period expiring on or about 31 March 2010, 1.71:1; relevant
                                                       period expiring on or about 30 June 2010, 1.55:1; relevant period expiring on or about
                                                       30 September 2010, 1.59:1; relevant period expiring on or about 31 December 2010, 1.69:1;
                                                       relevant period expiring on or about 31 March 2011, 1.66:1; relevant period expiring on or
                                                       about 30 June 2011, 1.69:1; relevant period expiring on or about 30 September 2011, 2.06:1;
                                                       relevant period expiring on or about 31 December 2011, 2.14:1; relevant period expiring on or
                                                       about 31 March 2012, 2.25:1; relevant period expiring on or about 30 June 2012, 2.27:1;
                                                       relevant period expiring on or about 30 September 2012, 2.32:1; relevant period expiring on or
                                                       about 31 December 2012, 2.40:1; relevant period expiring on or about 31 March 2013, 2.49:1;
                                                       relevant period expiring on or about 30 June 2013, 2.55:1; relevant period expiring on or about
                                                       30 September 2013, 2.63:1; relevant period expiring on or about 31 December 2013, 2.73:1;
                                                       relevant period expiring on or about 31 March 2014, 2.84:1; relevant period expiring on or
                                                       about 30 June 2014, 2.91:1.
(b)                                                    the ratio of consolidated net debt on or about each of the following dates to consolidated
                                                       EBITDA in respect of any relevant period ending on or about such date shall not exceed the
                                                       following ratios: relevant period expiring on or about 31 December 2009, 5.54:1; relevant period
                                                       expiring on or about 31 March 2010, 6.69:1; relevant period expiring on or about 30 June 2010,
                                                       7.20:1; relevant period expiring on or about 30 September 2010, 7.11:1; relevant period expiring
                                                       on or about 31 December 2010, 7.18:1; relevant period expiring on or about 31 March 2011,
                                                       7.50:1; relevant period expiring on or about 30 June 2011, 7.62:1; relevant period expiring on or
                                                       about 30 September 2011, 6.23:1; relevant period expiring on or about 31 December 2011,
                                                       5.99:1; relevant period expiring on or about 31 March 2012, 5.72:1; relevant period expiring on
                                                       or about 30 June 2012, 5.37:1; relevant period expiring on or about 30 September 2012, 5.08:1;
                                                       relevant period expiring on or about 31 December 2012, 4.85:1; relevant period expiring on or
                                                       about 31 March 2013, 4.60:1; relevant period expiring on or about 30 June 2013, 4.32:1;
                                                       relevant period expiring on or about 30 September 2013, 4.10:1; relevant period expiring on or
                                                       about 31 December 2013, 3.98:1; relevant period expiring on or about 31 March 2014, 3.77:1;
                                                       relevant period expiring on or about 30 June 2014, 3.66:1.
The financial covenants are tested on a rolling twelve month basis by reference to each of the
quarterly financial statements and/or each compliance certificate delivered pursuant to the New
Facilities Agreement. The New Facilities Agreement contains detailed provisions setting forth the
manner in which the financial covenants are calculated.

Maturity and amortisation
Each New Facility A loan made under the New Facilities Agreement is repayable in instalments of
£25,000,000 every six months (commencing on 30 September 2010), with the remainder to be repaid
in full on 30 April 2014. Each New Facility B loan made under the New Facilities Agreement is
repayable on 31 July 2014. Each new RCF loan made under the New Facilities Agreement is
repayable on the last day of its interest period. All outstanding RCF loans shall be repaid in full on
30 April 2014.

Excess cashflow sweep
On an annual basis beginning 1 April 2010, 75 per cent. of Excess Cashflow in excess of £5,000,000
(reducing to 50 per cent. for so long as the ratio of net debt to EBITDA is equal to or less than
4.0:1) is to be applied promptly in mandatory prepayment of New Facility A and New Facility B pro
rata.
In the New Facilities Agreement, ‘‘Excess Cashflow’’ means, for any financial year for which it is
being calculated, the cashflow of the Group for that financial year less (except to the extent already
deducted in calculating the Group’s cash flow) (a) debt service for that financial year; (b) the amount
of any mandatory or voluntary prepayments made during that financial year; and (c) (for permitted
distributions only) the amount of (i) any interim dividend paid during that financial year and (ii) any
final dividend declared during that financial year but not yet paid, but adding back the amount of
any final dividend paid in respect of the previous financial year.

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Clean down
The New Facilities Agreement requires the new RCF to be cleaned-down for a period of not less
than five successive business days (the ‘‘Clean-down Period’’) in each financial year (beginning 1 April
2010). During each Clean-down Period, the amount of all new RCF loans (excluding an aggregate
amount of up to £50,000,000 drawn to fund permitted acquisitions and/or permitted joint ventures
and less the aggregate amount of any cash or cash equivalent investments held by the Group) is not
to exceed zero. There is to be a minimum of 3 months between each Clean-down Period.

Prepayment
The New Debt Facilities are required to be prepaid in full upon the occurrence of certain events,
including a change of control of the Company. Certain amounts of the New Debt Facilities are
required to be prepaid upon the occurrence of certain disposals, equity capital raisings and permitted
securitisations by the Company and its subsidiaries.

Permitted distributions
Subject to New Facility A and New Facility B having been reduced by the Minimum Reduction
Amount, in the financial year commencing 1 April 2010 (but not before 1 December 2010), the
Company may pay an annual dividend of up to £25 million, plus for every £50 million by which the
Gross Equity Amount exceeds £500 million the Company may pay an annual dividend of up to £8.5
million (of which up to 1/3 may be paid as an interim dividend, with the remaining proportion paid
as a final dividend).
The Company cannot pay any additional dividend, charge, fee or other distribution on or in respect
of its share capital until such time as its ratio of net debt to EBITDA is equal to or less than 3.50:1.

Permitted joint ventures and permitted acquisitions
Under the New Facilities Agreement, the total consideration payable for permitted joint ventures and
permitted acquisitions may not exceed (in aggregate) £50 million in any financial year (with a sublimit
of £25 million for permitted joint ventures) or £100 million over the life of the New Debt Facilities.
If the Group’s ratio of net debt to equity before and after the relevant permitted acquisition or
permitted joint venture is equal to or less than 4.0:1, the total consideration limit for permitted joint
ventures and permitted acquisitions will be £200 million over the life of the New Debt Facilities.
The total consideration payable for any permitted acquisition or permitted joint venture may exceed
the annual lifetime baskets provided that the amount of any consideration paid in excess of any such
basket (or available amount thereof) is funded by new equity (other than the Gross Equity Amount)
and any debt incurred to finance the consideration payable for such acquisition or joint venture
investment shall be aggregated for the purposes of calculating the baskets referred to above. The
annual and lifetime baskets shall not apply to any acquisition or joint venture investment that is
funded in full (including any acquired debt or material contingent liabilities) by new equity (other
than the Gross Equity Amount).

Permitted financial indebtedness
Under the New Facilities Agreement, the Company is permitted to incur certain forms of additional
financial indebtedness, subject to certain conditions. These include, among others, (i) securitisations in
a maximum aggregate amount of £500 million, (ii) bond issues in an aggregate amount not exceeding
25 per cent. of the commitments under the New Term Facilities and (iii) certain term loans. In each
case, the proceeds from such indebtedness are required to be applied in prepayment of the New Term
Facilities.

Events of Default
The New Facilities Agreement contains certain usual and customary events of default for facilities of
this type, including, among other things, payment defaults, breaches of representations and
warranties, misrepresentation, certain covenant defaults, cross-default, certain events of insolvency,
auditor’s qualification of financial statements, cessation of business and material adverse effect, the
occurrence of each of which would allow the lenders to accelerate all outstanding loans under the
New Facilities Agreement and terminate their commitments thereunder, subject to a two-thirds
majority vote of the lenders by value approving such action.

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Conditions
The New Facilities Agreement coming into effect is conditional upon:
*    delivery of the documents and other evidence listed in Part 1 of Schedule 2 (Conditions
     Precedent) to the New Facilities Agreement, in each case in form and substance satisfactory to
     the facility agent (acting reasonably);
*                                                      receipt by the Company of the Gross Equity Amount from the proposed equity raising, such
                                                       Gross Equity Amount being not less than £500 million; and
*                                                      receipt by the New Obligors from the Company of the Gross Equity Amount less agreed costs
                                                       and expenses and such amount being applied in prepayment of the New Term Facilities,
together, the ‘‘Transaction Conditions’’.

11.4 Swap arrangements
The following agreements have been entered into with interest rate swap counterparties:
*                                                      Agreement dated 28 October 2009 between The Royal Bank of Scotland plc and Yell Limited;
*                                                      Agreement dated 28 October 2009 between HSBC Bank plc and Yell Limited;
*                                                      Agreement dated 29 October 2009 between Lloyds TSB Bank plc and Yell Limited;
*                                                      Agreement dated 26 October 2009 between BNP Paribas, London Branch and Yell Limited;
*                                                      Agreement dated 28 October 2009 between Calyon and Yell Limited;
*                                                      Agreement dated 29 October 2009 between Bank of Scotland plc and Yell Limited;
*                                                      Agreement dated 29 October 2009 between Citibank, N.A. and Yell Limited;
*                                                      Agreement dated 23 October 2009 between JPMorgan Chase Bank, N.A. and Yell Limited; and
*                                                      Agreement dated 28 October 2009 between Fortis Bank NV/SA and Yell Limited.
Pursuant to the terms of each of these agreements, the relevant counterparty has agreed that the
existing swap arrangement to which it is a party will continue to apply in relation to the New Debt
Facilities. Each counterparty which may have had an independent right to terminate their transactions
as a result of the matters referred to under the heading ‘‘Waiver’’ in paragraph 11.1 (‘‘Existing
Facilities Agreement’’) of this Part X: ‘‘Additional Information’’ has agreed to waive such termination
right.

11.5 Placing Agreement
On 10 November 2009, the Company entered into a Placing Agreement with J.P. Morgan Cazenove,
J.P. Morgan Securities, Merrill Lynch, Deutsche Bank, HSBC, Rothschild, BNP Paribas, Lloyds and
RBS Hoare Govett. Pursuant to the Placing Agreement, J.P. Morgan Cazenove and Rothschild have
been appointed as joint sponsors, J.P. Morgan Cazenove, Merrill Lynch, Deutsche Bank and HSBC
have been appointed as joint bookrunners; J.P. Morgan Cazenove, Merrill Lynch and Deutsche Bank
have been appointed as joint global co-ordinators and BNP Paribas, Lloyds and RBS Hoare Grovett
have been appointed as co-lead managers.
J.P. Morgan Cazenove, Merrill Lynch and Deutsche Bank have agreed, as agents for the Company,
to procure acquirers for the New Ordinary Shares at the Issue Price subject, in certain cases, to
clawback under the Open Offer. The Joint Underwriters have agreed that, to the extent that acquirers
have not been procured for the New Ordinary Shares and such New Ordinary Shares are not
otherwise the subject of valid applications under the Open Offer, to acquire such New Ordinary
Shares themselves at the Issue Price subject to the terms and conditions set out in the Placing
Agreement.
The obligations of the Banks under the Placing Agreement are subject to certain standard conditions
including, among others:
*                                                      the passing, without amendment, of the Capital Raising Resolutions;
*                                                      Admission taking place by not later than 8:00 a.m. on 30 November 2009 (or such later date as
                                                       the parties may agree); and
*                                                      the Placing Agreement having become unconditional in all respects, and not having been
                                                       terminated, in accordance with its terms.
In respect of the Firm Placing, the Company has agreed to pay the Joint Underwriters a commission
of 1.75 per cent. of the value of the Open Offer Shares for which they have agreed, or shall agree, to

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subscribe. In respect of the Placing, the Company has agreed to pay the Joint Underwriters a
commission of 1.25 per cent. of the value of the Open Offer Shares for which they have agreed, or
shall agree, to subscribe. The Company has also agreed to pay Placees in the Placing a commission
of 1.75 per cent. of the value of the Ordinary Shares for which they have agreed to subscribe.
The Company has also agreed to bear all costs and expenses relating to the Capital Raising,
including, but not limited to, the fees and expenses of its professional advisers, the cost of
preparation, advertising, printing and distribution of this Prospectus and all other documents
connected with the Capital Raising, the listing fees of the UK Listing Authority, any charges by
CREST and the fees of the London Stock Exchange.
The Company has given certain customary representations and warranties and indemnities to each of
the Banks under the Placing Agreement. The liabilities of the Company under the Placing Agreement
are unlimited as to time and amount.
The Placing Agreement may be terminated by any of J.P. Morgan Cazenove, Merrill Lynch, Deutsche
Bank acting severally or jointly, upon the occurrence of certain specified events, including, but not
limited to, material adverse change, but only prior to Admission. Rothschild may terminate the
Placing Agreement only in respect of its obligations under the Placing Agreement upon the
occurrence of the same, but also only prior to Admission.
Certain of the Banks or their affiliates provide various investment banking, commercial banking and
financial advisory services to Yell Group plc. In particular, HSBC has acted as facility agent and
security trustee under the Existing Facilities Agreement and (upon entry) the New Facilities
Agreement; HSBC, J.P. Morgan plc and Deutsche Bank have acted as coordinators of the Invitation.
In addition, the Joint Bookrunners (other than Merrill Lynch) and the Co-Lead Managers or their
affiliates are lenders under the Existing Facilities Agreement, and have accepted the Invitation to
exchange their participations in the relevant facilities subject to the Existing Facilities Agreement for
participations subject to the New Facilities Agreement. The net proceeds of the Capital Raising will
be used to prepay certain obligations of the Company under the New Facilities Agreement, including
those owned by such Banks or their affiliates.

12. Related Party Transactions
Save as disclosed in the Historical Financial Information, note 29 of the Financial Report for the
Year Ended 31 March 2009, the ‘‘Statutory disclosures’’ section of the Financial Report for the Six
Months Ended 30 September 2008, note 28 of the Financial Report for the Year Ended 31 March
2008 and note 27 of the Financial Report for the Year Ended 31 March 2007 incorporated by
reference into this Prospectus pursuant to Part XI: ‘‘Information Incorporated by Reference’’ of this
Prospectus, there were no related party transactions entered into by the Company during the years
ended 31 March 2007, 31 March 2008 and 31 March 2009 and up to 9 November 2009 (the last
practicable date prior to publication of this Prospectus).

13. Principal Investments
Details of the Group’s principal acquisitions for the period covered by the Historical Financial
Information and the six months ended 30 September 2009 are given on pages 20 to 21 of the
Financial Report for the Six Months Ended 30 September 2009, pages 12 to 15 of the 2009 Annual
Report and Accounts, pages 14 to 17 of the 2008 Annual Report and Accounts and pages 16 to 20
of the 2007 Annual Report and Accounts.
There have been no further principal acquisitions from 30 September 2009 to 9 November 2009
(being the latest practicable date prior to the publication of this Prospectus).




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14. Property, plant and equipment
The Group’s material existing tangible fixed assets, including leased properties, are set out below:

Location                                                          Size                    Title                          Use
UK Properties:
*Queens Walk,                                           70,000 sq. feet             Leasehold                  Corporate
Oxford Road                                                                                             Headquarters and
Reading,                                                                                                 registered office
Berkshire RG1 7PT

*Bridge Street Plaza West                               28,200 sq. feet             Leasehold                        Offices
Reading,
Berkshire RG1 2LU

*Fountain House,                                        31,200 sq. feet             Leasehold                        Offices
Broad Street
Mall Shopping Centre,
Reading
* These properties will be vacated circa August 2010 on completion of new offices currently under construction and known as One
  Reading Central, Reading, Berkshire.

+Directories House,                                     56,659 sq. feet             Leasehold                        Offices
Wellington Street,
Slough
Berkshire SL1 1YL
+ This property will be vacated circa August 2010 on completion of new offices currently under construction and known as One
  Reading Central, Reading, Berkshire.

2nd Floor,                                              19,461 sq. feet             Leasehold                        Offices
Whitefriars,
Bristol BS1 2YE

7th, 8th, 9th (part),                                   23,956 sq. feet             Leasehold                        Offices
11th and 12th Floors
54 Hagley Road,
Birmingham B16 8PE

14th – 17th Floors                                      21,096 sq. feet             Leasehold                        Offices
Quayside Towers,
Birmingham B1 2HF

6th, 7th & 8th Floors                                   14,437 sq. feet             Leasehold                        Offices
Metro Building
6/9 Donegal Square
Belfast BP1 7JY

3rd; 4th; 6th – 9th Floors                              36,382 sq. feet             Leasehold                        Offices
180 St Vincent Street,
Glasgow G2 5SG

Ground and 1st Floors                                   22,077 sq. feet             Leasehold                        Offices
The Venus Building
Old Park Lane,
Trafford Quays,
Manchester M41 7HA

US Properties:
398 RXR Plaza                                           30,413 sq. feet                Leased                  Corporate
Uniondale, NY                                                                                                Headquarters

2201 Renaissance Blvd                                  132,823 sq. feet                Leased                        Offices
King of Prussia, PA

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Location                                                          Size     Title                     Use
6300 C Street SW                                       160,000 sq. feet   Owned                    Offices
Cedar Rapids, IA
6300 C Street SW                                        55,000 sq. feet   Owned               Warehouse/
Cedar Rapids, IA                                                                      Distribution Centre
Spanish Properties:
Avenida de Manoteras, 12                               122,195 sq. feet   Owned               Corporate
28050 Madrid                                                                                Headquarters

15. Pension arrangements
The Group operates a defined benefit pension scheme for its UK employees who were employed
before 1 October 2001 and defined contribution schemes for the remaining UK employees and for US
employees. Pension costs charged to operating profit totalled £31.3 million and cash contributions
totalled £26.3 million in the year ended 31 March 2009.
With effect from 1 January 2009, the Group agreed to pay additional contributions to the defined
benefit pension scheme totalling £58 million, spread equally over fifty-one monthly payments to repair
the deficit of £47.6 million (plus interest) reported in the full actuarial funding valuation as at 5 April
2008.
Detailed disclosures of the Group’s pension arrangements are given on page 26 of the Financial
Report for the Six Months Ended 30 September 2009, pages 75 to 80 of the 2009 Annual Report and
Accounts, pages 87 to 91 of the 2008 Annual Report and Accounts and pages 113 to 116 of the 2007
Annual Report and Accounts.

16. Working capital
The Company is of the opinion that, after taking into account the net proceeds of the Capital
Raising and the New Debt Facilities, the Group has sufficient working capital for its present
requirements, that is for at least 12 months from the date of this Prospectus.

17. Significant Change
There has been no significant change in the financial or trading position of the Group since
30 September 2009, being the date to which the Group’s most recent financial results have been
published.

18. Litigation
No member of the Group is, or has been, involved in any governmental, legal or arbitration
proceedings and the Company is not aware of any such proceedings pending or threatened by or
against the Group that may have, or have had, during the 12 months preceding the date of this
Prospectus a significant effect on the financial position or profitability of the Group and/or the
Company.

19. Auditors
PricewaterhouseCoopers LLP of 1 Embankment Place, London WC2N 6RH is the auditor of Yell.
PricewaterhouseCoopers LLP is a member of the Institute of Chartered Accountants in England and
Wales.
The financial information contained in this Prospectus does not constitute statutory accounts within
the meaning of section 240 of the Companies Act. PricewaterhouseCoopers LLP audited the statutory
accounts of the companies comprising the Group for the years ended 31 March 2007, 31 March 2008
and 31 March 2009 and gave reports under section 235 of the Companies Act on such accounts that
were not qualified and did not contain any such statement under section 237(2) or (3) of the
Companies Act.

20. Costs and expenses
The total costs and expenses of, and incidental to, the Refinancing and the Capital Raising, including
the listing fees of the FSA, professional fees and expenses, the costs of printing and distributing the
documents and underwriting commissions, are estimated to amount to approximately £87 million

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(excluding VAT), and will be payable by the Company. The gross proceeds will also be used to settle
hedging contracts in connection with the prepayment of amounts outstanding under the New
Facilities Agreement amounting to an estimated £23 million. The estimated net cash proceeds of the
Capital Raising accruing to the Company are £550 million and will be used for the purposes
described in paragraph 8 (‘‘Use of Proceeds’’) of Part I: ‘‘Letter from the Chairman of Yell’’ of this
Prospectus.

21. General
The Company’s Registrar and paying agent for the payment of dividends is Equiniti Limited. The
Company’s Registrar will maintain the records of securities held in certificated form and book-entry
form.
The Company does not hold any shares as treasury shares. The Ordinary Shares are admitted to
listing on the Official List and to trading on the main market of the London Stock Exchange.
Each of J.P. Morgan Cazenove, Merrill Lynch, Deutsche Bank, HSBC and Rothschild has given and
not withdrawn its written consent to the issue of this Prospectus with the inclusion in this Prospectus
of its name and references thereto in the forms and contexts in which they appear.
PricewaterhouseCoopers LLP has given and has not withdrawn its written consent to the inclusion in
this Prospectus of its report concerning the pro forma net assets statement in the form and context in
which it is included, and has authorised the contents of that report for the purposes of Rule
5.5.3R2(f) of the Prospectus Rules.
Certain information in this Prospectus has been obtained or sourced from third parties and is sourced
in this Prospectus where the information is included. The Company confirms that this information
has been accurately reproduced and, so far as the Company is aware and is able to ascertain from
information published by that third party, no facts have been omitted that would render the
reproduced information inaccurate or misleading. Unless otherwise stated, such information has not
been audited.

22. Documents available for inspection
Copies of the following documents may be inspected at the offices of Herbert Smith LLP, Exchange
House, Primrose Street, London EC2A 2HS during usual business hours on any Business Day up to
and including 30 November 2009 (or such later date as the Company may specify) and will also be
available for inspection at the Extraordinary General Meeting for at least 15 minutes prior to and
during the meeting:
(a)                                                    the Memorandum and Articles of the Company;
(b)                                                    the Historical Financial Information and the Unaudited Interim Financial Results;
(c)                                                    the report on the unaudited pro forma statement of net assets of the Group referred to in Part
                                                       VII: ‘‘Financial Information on Yell’’ of this Prospectus;
(d)                                                    the consent letters referred to in paragraph 21 (‘‘General’’) of this Part X: ‘‘Additional
                                                       Information’’;
(e)                                                    the New Facilities Agreement, the Invitation Memorandum and the Existing Facilities
                                                       Agreement; and;
(f)                                                    this Prospectus.

23. Announcement of results of the Capital Raising
The Company communicates announcements to its shareholders in the United Kingdom by notifying
a Regulatory Information Service. The Company will make an appropriate announcement to a
Regulatory Information Service giving details of the results of the Capital Raising on 25 November
2009.




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                                                                      PART XI

                                                       INFORMATION INCORPORATED BY REFERENCE
Copies of the 2007 Annual Report and Accounts, the 2008 Annual Report and Accounts and the
2009 Annual Report and Accounts have been submitted to the UK Listing Authority and are
available for inspection at the FSA Document Viewing Facility, which is situated at the Financial
Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS. Copies of the
documents are available on the Company’s corporate website at www.yellgroup.com and are available
free of charge from the Company’s registered office.
Where any document listed below incorporates information from another document by reference such
information does not form part of this Prospectus unless that other document is itself listed below.

                                                                                                              Page number
                                                                                                                     in the
                                                                                                                 reference
Reference Document                                                    Information incorporated by reference      document
Financial Report for the Six Months Ended                             Consolidated Income Statement                       9
30 September 2009                                                     Consolidated Statement of Comprehensive             9
                                                                      Income
                                                                      Consolidated Statement of Cash Flows               10
                                                                      Consolidated Statement of Financial                11
                                                                      Position
                                                                      Consolidated Statement of Changes in               12
                                                                      Equity
                                                                      Notes to the Financial Statements              13-28
                                                                      Auditor’s Independent Review Report            29-30
Financial Report for the Six Months Ended                             Statutory Disclosures                              8
30 September 2008                                                     Consolidated Income Statement                      9
                                                                      Consolidated Statement of Recognised              10
                                                                      Income and Expense
                                                                      Consolidated Cash Flow Statement                   11
                                                                      Consolidated Balance Sheet                         12
                                                                      Notes to the Financial Statements               13-25
                                                                      Auditor’s Independent Review Report             26-27
2009 Annual Report and Accounts                                       Group income statement                            46
                                                                      Group statement of recognised income and          46
                                                                      expense
                                                                      Group and Company balance sheets                   47
                                                                      Group and Company cash flow statements              48
                                                                      Notes                                           49-90
                                                                      Auditor’s Report                                   45
2008 Annual Report and Accounts                                       Group income statement                            58
                                                                      Group statement of recognised income and          58
                                                                      expense
                                                                      Group and Company balance sheets                  59
                                                                      Group and Company cash flow statements             60
                                                                      Notes                                         61-102
                                                                      Auditor’s Report                               56-57
2007 Annual Report and Accounts                                       Group income statement                            78
                                                                      Group statement of recognised income and          78
                                                                      expense
                                                                      Group and Company balance sheets                  79
                                                                      Group and Company cash flow statements             80
                                                                      Notes                                         81-120
                                                                      Auditor’s Report                               76-77



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                                                              PART XII

                                                           DEFINITIONS
The following definitions apply throughout this Prospectus, unless the context otherwise requires:
‘‘1985 Act’’                                           the Companies Act 1985, as amended;
‘‘2000 Act’’                                           the Regulation of Investigatory Powers Act 2000;
‘‘2006 Act’’                                           the Companies Act 2006, as amended;
‘‘2007 Annual Report and                               the audited and consolidated annual report and financial
  Accounts’’                                           statements (including relevant accounting policies and notes) of
                                                       Yell and the audit report thereon for the year ended 31 March 2007,
                                                       incorporated by reference into this Prospectus pursuant to Part XI:
                                                       ‘‘Information Incorporated by Reference’’ of this Prospectus;
‘‘2008 Annual Report and                               the audited and consolidated annual report and financial
  Accounts’’                                           statements (including relevant accounting policies and notes) of
                                                       Yell and the audit report thereon for the year ended 31 March 2008,
                                                       incorporated by reference into this Prospectus pursuant to Part XI:
                                                       ‘‘Information Incorporated by Reference’’ of this Prospectus;
 ‘‘Admission’’                                         the admission of the New Ordinary Shares to the Official List
                                                       becoming effective in accordance with the Listing Rules and the
                                                       admission of the New Ordinary Shares to trading on the London
                                                       Stock Exchange’s main market for listed securities becoming
                                                       effective in accordance with the Admission Standards;
 ‘‘Admission Standards’’                               the Admission and Disclosure Standards issued by the London
                                                       Stock Exchange;
 ‘‘AGM’’                                               the annual general meeting;
 ‘‘Amended Existing Debt Facilities’’                  the debt facilities provided under the Existing Facilities Agreement
                                                       as amended on as amended on 27 July 2006, 10 August 2006 and
                                                       8 October 2009 and as proposed to be amended pursuant to the
                                                       Refinancing;
 ‘‘Announcement’’                                      the announcement made by Yell on 10 November 2009 regarding
                                                       the Capital Raising;
 ‘‘Application Form’’                                  the personalised application form on which Qualifying Non-
                                                       CREST Shareholders may apply for Open Offer Shares under the
                                                       Open Offer;
 ‘‘Articles’’                                          the articles of association of Yell, a summary of which is set out in
                                                       paragraph 5.2 (‘‘Articles of Association’’) of Part X: ‘‘Additional
                                                       Information’’ of this Prospectus;
 ‘‘ASA’’                                               the Advertising Standards Authority;
 ‘‘AT&T’’                                              AT&T Inc.;
 ‘‘Audit Committee’’                                   the audit committee of the Board;
 ‘‘Auditors’’                                          PricewaterhouseCoopers LLP;
 ‘‘Banks’’                                             J.P. Morgan Cazenove, J.P. Morgan Securities, Merrill Lynch,
                                                       Deutsche Bank, HSBC, Rothschild and the Co-Lead Managers;
 ‘‘Board’’                                             the Directors of the Company;
 ‘‘BT’’                                                BT Group plc;
 ‘‘Business Day’’                                      any day other than a Saturday or Sunday or public holiday on
                                                       which banks in London are open for normal business;
 ‘‘Business Regulations’’                              the Business Protection from Misleading Marketing Regulations
                                                       2008;
 ‘‘CAP’’                                               the Yell Group plc Capital Accumulation Plan;

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‘‘CAP Code’’                                           the British Code of Advertising, Sales Promotion and Direct
                                                       Marketing, published by the Committee of Advertising Practice;
‘‘Capital Raising’’                                    the Firm Placing and the Placing and Open Offer;
‘‘Capital Raising Resolutions’’                        Resolution 1, Resolution 2 and Resolution 3 set out in the Notice
                                                       of Extraordinary General Meeting;
‘‘CCSS’’                                               the CREST Courier and Sorting Service established by Euroclear to
                                                       facilitate, among other things, the deposit and withdrawal of
                                                       securities;
‘‘CEO’’                                                Chief Executive Officer;
‘‘certificated’’ or ‘‘in certificated                    in relation to a share or other security, a share or other security that
  form’’                                               is not in uncertificated form (that is, not in CREST);
‘‘Closing Price’’                                      the closing middle market quotation of an Ordinary Share as
                                                       derived from the Daily Official List published by the London Stock
                                                       Exchange;
‘‘Code’’                                               the amended Eleventh Edition of the PRS code of practice, which
                                                       took effect on 28 April 2008;
‘‘Co-Lead Managers’’                                   BNP Paribas, Lloyds and RBS Hoare Govett;
‘‘Combined Code’’                                      the UK Combined Code on Corporate Governance published by
                                                       the Financial Reporting Council, as amended from time to time;
‘‘Companies Act’’                                      the 1985 Act or, as the context requires, the 2006 Act;
‘‘Company’’ or ‘‘Yell’’                                Yell Group plc;
‘‘Conditional Placees’’                                those persons (if any) with whom Open Offer Shares not taken up
                                                       by Qualifying Shareholders in the Open Offer are to be placed;
‘‘Consenting Lenders’’                                 the lenders who sell their participations in the Existing Debt
                                                       Facilities in exchange for participations in the New Debt Facilities;
‘‘CREST’’                                              the computerised settlement system operated by Euroclear that
                                                       facilitates the transfer of shares;
‘‘CREST Deposit Form’’                                 the form contained within the Application Form giving instruction
                                                       for New Ordinary Shares to be deposited into CREST;
‘‘CREST Manual’’                                       the rules governing the operation of CREST as published by
                                                       Euroclear;
‘‘CREST Member’’                                       a person who has been admitted by Euroclear as a system member
                                                       (as defined in the CREST Regulations);
‘‘CREST Participant’’                                  a person who is, in relation to CREST, a system-participant (as
                                                       defined in the CREST Regulations);
‘‘CREST Regulations’’                                  the Uncertificated Securities Regulations 2001 (SI2001/3755), as
                                                       amended;
‘‘CREST Sponsor’’                                      a CREST Participant admitted to CREST as a CREST Sponsor;
‘‘CREST Sponsored Member’’                             a CREST Member admitted to CREST as a sponsored member;
‘‘Daily Official List’’                                 the daily record setting out the price of all trades in shares and
                                                       other securities conducted on the London Stock Exchange;
‘‘DBP’’                                                the Yell Group plc Deferred Bonus Plan;
‘‘Dealing Day’’                                        any day on which the London Stock Exchange is open for business
                                                       in the trading of securities admitted to the Official List;
‘‘Deutsche Bank’’