September 2020

INVESTOR PRESENTATION

Disclaimer

This presentation contains forward-looking statements including, without limitation, statements about Solocal Group (“Solocal” or “the Company”) plans,strategies, objectives and prospects based on the reasonable opinion of the management of Solocal.

These forward-looking statements are subject to factors, risks and uncertainties and could therefore change at any time and, accordingly, the actual results ofSolocal could differ materially from those presented in such forward-looking statements. Such forward-looking statements are management objectives and donot constitute profit forecasts as defined in European delegated regulation (EU) 2019/980 of 14th March 2019. Although Solocal believes that the forward-lookingstatements presented in this document are based on reasonable assumptions as to their occurrence, it is very difficult to predict the impact of certain factors andit is impossible to anticipate all factors that could affect the financial projections.

All forward-looking statements contained in this presentation are based on information available to Solocal as of the date of this presentation and are given onlyas of that date. Risks and uncertainties that could cause actual results to differ materially from Solocal’s objectives include the risks set forth in chapter 2 “Riskfactors” of the Universal Registration Document filed on April 30th, 2020 with the French Financial Markets Authority (AMF) under number D.20-0429 as amended bythe amendment to the 2019 Universal Registration Document filed with the AMF on July 20th, 2020 under number D.20-0429-A01 and as may be further amended bysubsequent amendments to the 2019 Universal Registration Document filed with the AMF.

The forward-looking statements included in this presentation should not be interpreted as guarantees that the facts and data stated will occur. Investors aretherefore cautioned not to place undue reliance on such forward-looking statements.

Following the agreement on our financial structure strengthening in July 2020, Solocal remains subject to the undertakings and requirements set out in theaccelerated financial safeguard plan (plan de sauvegarde financière accélérée) and the conciliation protocol approved by two judgments of the Nanterrecommercial court (Tribunal de commerce de Nanterre) dated August 6th, 2020. The implementation of Solocal’s strategic plan is subject to those undertakingsand requirements, as well as to applicable law requirements, which could affect its ability to achieve the objectives set out in such plan by the targeted dates or atall.

This presentation is not, and should not be construed as, an offer to buy or sell or a recommendation in respect of any of Solocal’s securities in any jurisdiction.

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Presenting today

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Pierre DANONChairman & CEO

Amaury LELONGCPO / CMO

Olivier REGNARDCFO

Agenda

2 Investment highlights

1 Introduction to Solocal

3 Covid impact and financial restructuring

4 2020-2023 Business plan

5 Characteristics of the offering

6 Governance considerations

7 Appendix

Introduction to Solocal

1

2

€520M(2)

Digital Revenue

375k(2)

Clients

4.9m+ businesses55m+ consumers

Targeted Market : SMEs and Retail Networks

Digital Presence & Advertising are key for SMEs

The most comprehensive offering for SMEs delivered 100% digitally

E-Commerce

Mobile

Digital Advertisting

Markets Trends

Increasing Demand

Unrivaled scale and strong unit economicsOne-Stop Shop Offer

Websites

Digital Presence Management(reviews, bookings, quotes)

Digital Advertising

32.7%(2)

Digital EBITDA Margin

1 2 3

Confidential

€6.8b (+10.8%)(1)

Digital Advertising Market in France

>90k(2)

Ad Campaigns

The new Solocal : The leader in French local digital solutions

(1) Internet advertising expenditure 2022E; CAGR 2018-22E(2) As of FY2019A, including QDQ perimeter which was sold in February 2020

3

P.6

Confidential

4,521 5,111 5,692 6,259 6,810

2018 2019 2020 2021 2022

10.8%CAGR

2018-2022 SMEs face critical pain points that Solocal solves:

? Lack of technical know-how

? Lack of resources

? Lack of time65 7282

93103

115

2015 2016 2017 2018 2019 2020

12.1%CAGR

2015-2020

Market trends and customer pain points

Digital advertising in France (€m)

E-commerce revenue in France (€bn) >100k(1)

Presence / Priority

Ranking Customers

361k(1)

Clients

>90k(1)

Digital Ad Campaigns

>15k(1)

Websites Produced

1

(1) As of FY2019A

Source: Zenith, December 2019

Source: Statista, Fevad

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Confidential

100% SaaS offer

12/24 monthssubscriptions

One-Stop Shop Full SaaS

100% Digital Comprehensive offer

Websites

Digital Presence Management

Digital Advertisting

1

2

3

A unique value proposition to customers 2

P.8

Revenue contribution (2019A)

Order intake breakdown (2019A)

84%

16%

SMBs

Large Accounts & Networks

22%

18%48%

1%11%

WebPresence

WebsitesDigitalAdvertising

New solutions

89% Digital(520M€)

23%

21%20%

16%

17%

2% 1%Retail

HousingB2B

Healthcare & Public Services

TourismServices

Others

Solocal’s clients by sector (2019A)

Confidential

Unrivalled scale and strong unit economics3

Unique sales network of more than 1 000 local sales people

2.7 billion visitors

Stabilised fixed costs-25% since 2017

SaaS model>58% of customers

migrated

Significant operating leverage

Gross margin c.90%EBITDA margin

>30%Negative receivables

working capital € 100m in 2019

Self reinforcing network effects

2.7 billion visitors

Be known

Manage your reputation

Find customers

Connect with customers

Attract customers into stores

Discover professionals

Rate professionals

Find professionals

Connect with professionals

Buy local

55+ millionConsumers

4.9+ millionBusinesses(1)

Note: Figures as of 31 December 2019, except for the % of customers migrated to SaaS model as of 30 June 2020(1) Listed on PagesJaunes

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MISSION VISION VALUES

BOOST

LOCALBUSINESSES

LEVERAGE COMPANIES’ POTENTIAL

BY CONNECTING THEM TO THEIR CLIENTS

THOUGH INNOVATIVE DIGITAL SERVICES

DARING

COMMITMENT

LOCAL

TEAM WORK

Alignment of vision

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Key Investment Highlights

2

7

Solocal key investment highlights1 A unique position in promising markets

2 Diversified value proposition vs historical PagesJaunes

3 Best-in-class business information broadcasting supplied to most French media platforms

4 Differentiated product suite based on scale effects / technology and dedicated to performance

5 Simple one-stop shop for SMEs focused on local businesses

6 A « full web » offering based on Presence and Ranking, generating leads and transactions

7 An offer targeting all local businesses

8 Subscription-based model with automatic renewal (SaaS)

9 Proprietary tech stack with a systematic push for innovation focused on value creation

10 Increased focus on customer satisfaction and retention

11 Omnichannel offering poised to grow customer base

12 Deep bench of management talent

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8

Growth driversMarket Growth(2) Competition

Competitive advantages

WebsitesMarketleader

c.4%

• Ecommerce

• SEO performance

Digital PresenceManagement

Marketleaderc.12%

• Conversational• Transactional

• Content management – sometimes exclusive - for most French media

• Solocal Manager

Digital Advertising

Marketchallenger

c.6%

• Social, video, mobile

• Performance commitment• Drive-to-store advertising

A unique position in promising markets

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c.10%(3)

c.20%(4)

c. 10%(5)

(1) 2019 market share, Solocal estimates (4) Sources Xerfi, Solocal estimates(2) 2019-2022 CAGR (5) Search and Display markets. Sources France Pub, SRI, Bain, Solocal estimates(3) Sources FEVAD, Solocal estimates

1

9

(1)

Diversified value proposition vs historical PagesJaunes

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PRINT ADVERTISING AGENCY

FOR PAGESJAUNES

DIGITAL ADVERTISING AGENCY FOR

PAGESJAUNES.FR

WEBSITE PROVIDER

DIGITAL ADVERTISING AGENCY WITH FULL

WEB OFFERING

2000 2005 2010 2015

DIVERSIFIED DIGITAL SOLUTIONS COMPANY

AGENCY FOR PAGESJAUNES DIVERSIFYING INTO DIGITAL

OFFERINGS

DIVERSIFIED DIGITAL SOLUTIONS INTEGRATING

PROPRIETARY OWNED MEDIA IN A FRAGMENTED

ECOSYSTEM

671285

Print revenuesDigital revenuesDiversification vs PJ

572480

233645<10%

6452137%

2019

10

2

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Premiumpartners

• 5m+ French companiesreferenced, including 40kadditions per month

• 150k data points updated on a daily basis

• Sourcing strategy mixes syndication, crawling, AGC and UGC

• More than 50 people dedicated to collecting, updating and moderatingcontent

Websitesrange

Proprietarymedia

Strategic partners

Best-in-class business information broadcasting supplied to most French media platforms

3

23

Differentiated product suite based on scale effects / technology and dedicated to performance

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• Weekly monitoring of 230k keywords, in order to optimise the searchability of our 50k websites

• Ability to deliver 200+ websites per week thanks to a team of 180 specialists based at our Web Factory in Angoulême

• 35 people providing after-sales service (~ 450 weekly requests )

WEBSITES

• Price optimisation: up to 15k requests handled per second, on an historical basis (15k campaigns running)

• 1,200 campaigns managed per account manager

• In-store visit measurements: GPS data gathered from over 2m terminals per month

LOCAL ADVERTISING

15

4

Simple one-stop shop for SMEs centred on Solocal manager

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EssentielPremium

Privilège

EssentielPremium

Privilège

EssentielPremium

Privilège

CONNECT SITES

BOOSTER

• Complex offers for our clients, with multiple offerings in silos

• Offers sold separately for eachadditionnal locality or business

• Obsolete and very light client interface

Sites presence

SVI / PVI

Sites connect

ADhesive

Traffic garanti

Booster Contact

Social

OAD Prolive Sites immo

5

14

LOCALITY

BUSI

NES

S

A « full web » offering based on Presence and Ranking, generating leads and transactions

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1) BASIC INFORMATION BROADCASTING 1) ADVANCED INFORMATION

2) LIMITED CONTACT INTERACTIONS 2) TRANSACTIONAL, DIRECT AND REAL-TIME CONTACT INTERACTIONS

3) PAGESJAUNES.FR ONLY 3) ALL OVER THE WEB

6

11

ACTIVITES LOCALISATION

…Site web

OPENING HOURSDESCRIPTION

NEWS

ATTRIBUTESSPECIAL EVENTS

Telephone Mail Directions Reputation Booking Quoterequest

Instant Messaging

Click and Collect

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1) PRIORITY RANKING, WITH A COMMITMENT OF MEANS

1) TARGETED ADVERTISING PURCHASE, WITH OR WITHOUT A COMMITMENT OF RESULTS

2) PAGESJAUNES ONLY 2) ALL OVER THE WEB

A « full web » offering based on Presence and Ranking, generating leads and transactions (cont.)

12

LEADS

LEADS

LEADS

LEADS

LEADS

LEADS

OR

6

A « full web » offering based on Presence and Ranking, generating leads and transactions (cont.)

(1) Clients vs. prospects(2) Bases on a sample of ~5000 new clients(3) Clients + prospects(4) Estimated cost for a SMB self managing its advertising scheme is 7-10€

€0.1 €6.5

# visits/ year

# leads/ year

Incrtl leads / pro(1) / year

Av. costper lead(3)

Av. revenue / incrtl lead

13

0.9bn

1.2bn

0.5bn

0.3bn+ Premium Partners

+ Proprietary Media

+ Strategic Partners

Full content and ranking control

Major content control, occasional ranking control

Targeted content

Additional trafficacquisition

49m

2.6m

+171

+60

+78

+239

€0.06

€0.03

€0.004

€2.75(4)

€5.6

€5.6

€5.6

€8.6+ Websites

Production & SEO optimisation 101m 13.7m +228 €0.9 €7.7

6

958

Company with no content noradvertising management by Solocal

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182(2)

Therefore a controlled dependency versus PagesJaunes, even though reversing current trend on direct audience is worked on

A new customer experience based on the multiplication of local services useful on a daily basis

1. New search engine for more relevant local answers

2. Multiplication of interaction features betweenthe customer and the local professional : online booking, instant messaging, click & collect...

3. New local-economy devised proposition represented by a new design et a new branding

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319 M 285 M

423 M208 M

1297 M

324 M

817 M

Visits

2040 M

Leads2019

PagesJaunesSEO

Partners

PagesJaunesDirect

6

An offer targeting all local businesses

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• Local value proposition ONline to OFFline, scalable for many local points of sales

• Suitable and customisable offer for each point of sale, each business, each local sale area

• Know-how and ability to articulate and manage digital investments for a brand network from its headquarter to local point of sale

• Local content management for ~600 brand network all over the web, including management of >400k local web pages

• Online booking platform available for >100 brand network• Management of advertising online to offline campaigns for

thousand brand networks

7

16

Subscription-based model with automatic renewal (SaaS)

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12 or 24 months commitment

• From an offer cadenced by annualpublications to a subscription-basedmodel, compliant with B2C and B2B standards

• An automatic renewal model, strengthening customer base, enhancing stickiness, and allowingrefocus of sales effort to customerloyalty and acquisition

• A strong commitment from ourcustomer base, with contracts of up to 24 months, allowing higher visibilityon revenues

Subscription-based model

>30% of sales in 2021 with 24 months commitment

>90% of offers with automatic renewal in 2021

8

17

Proprietary tech stack with a systematic push for innovation focused on value creation

• A successful move to Cloud• More than 200(1) applications migrated, 15% decommissionned, 45% lifted to cloud, 30% refactored• 5,000(1) servers migrated to 3,500(1) virtual servers• Big data: 5 datalakes into 1 datalake in the cloud with Google BigQuery

• A transformed and modernised architecture• Introduction of modern technologies: Docker, Kubernetes, noSQL, Elastic Search, AI• Release of 2 APIs Manager: 1 internal (Solocal Manager), 1 third-party (used by partners like Yahoo, or

through datafeed like Bing and Amazon Alexa)

• For tangible benefits• Application stability enhanced: 10x less incidents• PagesJaunes performances increased: 99.94% app availability in 2020 (vs. 99.90% in 2019), auto-scale

(peak traffic management), publication delays reduced from 1 week to real time• ArtificiaI Intelligence applied to sponsored link management decreased media spend by 30%

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9

24

(1) As of end of 2019, vs. end of 2017

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Optimisation Engine for web performance

(SEO)

Website builder(Duda)

Monitoring of web performance

Proprietarysolution

Externalsolution

CONNECT BOOSTER SITES

Order reception

Landing Pages(Duda)

Campaignmanagement

Google

Pagesjaunes

Ootravaux

Bing

LocalAds

Programmatique

ECW

ID

Proprietary tech stack with a systematic push for innovation focused on value creation (cont.)

9

25

Click & collect

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Best-in-class R&D capabilities9

26

• One of the main development internet pure player teams in France• 500(1) engineers, approximately 300(1) developers• Behind Cdiscount, but in front of blablacar, Doctolib and Leboncoin

• Expanding offshore capabilities• 100 developers end of 2020 in Eastern Europe and Asia• 50% cost savings vs. onshore

• A high-performing Agile organisation• Reorganisation to 60 squads following Agile methodology• Faster time to market product launch: 3x faster for "Connect" vs. "Presence"

• An increased focus on innovation• Cost breakdown (Capex + Opex): 52% for RUN, 43% for Product R&D, 5% for disruptive innovation

(1) As of 30 June 2020

Increased focus on customer satisfaction and retention

• Net Promoter Score = -27

• Non-existent or bad basic KPIs, poorly defined processes

• Non-existent retention

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18

• Recruitment of Deputy ManagingDirector, Eric Klipfel

• Creation of the Customer Satisfaction & OperationalEfficiency Committee

Improvecustomer

satisfaction

Eliminatenon-quality

costs

• Creation of a retention cell (37% of retention)

• Creation of a team to handle new clients (cellule « Accueil nouveaux clients »)

• Reduction of website production time to c. 30 days

• Improvement of Booster Contact product performance (90% compliance)

• Acceleration of the processing of complaints (stock decreasing from1,600 to 400)

Situation in Mid-2019 Initiatives Ongoing focus

10

Omnichannel offering poised to grow customer baseEconomical optimisation of geographic coverage as a prerequisite for productivityincrease

• Optimisation of the prospecting plan for sales areas

• End of BUs and end of the sector-specific verticalised approach for field prospection

• Transfer of low ARPUs to telesales: +15% increase in average porfolio value

• Transfer of dead zones to telesales: -10% decrease in area size to cover

• Adjustment of capacity planning depending on customer base and optimised sales areas

• -25% decrease in available sales capacity (2018 downsizing)

• x2.5 Large Accounts sales capacity through the roll out of a dedicated sales team

• Increase from 0% to 10%+ of telesales offshore contribution with increase in offshore mix: 10% available sales

capacity and 25% for acquisition

• Performance Management and Sales trainings

• Management and sales teams turnover: 100+ salespeople following an assistance plan

• Investment in trainings for new trades (acquisition, cross sell): c. 1.5d per salesperson per year

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+30% in salesperson productivity (order intake per present salesperson)

19

11

An omnichannel transformation mostly completed: increase in commercial activity and sales efficiency offsetting the decrease in sales headcount

• +5% contact rate between H1 18 and H1 20: decrease in sales capacity offset by increase in commercial activity

H1 18 H1 19 H1 20(1)

10 14 17+40% +20%

P.29 (1) Actual post lockdown(2) 950 salespeople in total in the BP (90 Large Accounts salespeople and 35 others)

Field activity development

BP 21

20+15%

H1 18 H1 19 H1 20(1) BP 21

H1 18 H1 19 H1 20(1)

25k 21k 26k-15% +30%

SMBs activitydevelopment(2)

FTE + weekly contact rate

BP 21

40k+50%

Telesales activity development

673 456 370-30% -20% 350-5%

8 9 11+15% +30% 14+20%

455 320 350-30% +10% 475+40%

1,128 776 720-10% 825+15%-30%

20

950 sales staff across telesales

and fields

11

• Prospection in campaign mode and lead by HQ • Better qualification of prospects for telesales, thanks notably to the success of the online digital

audits (15% conversion rate over 1,000+ weekly digital audits currently)• Improvement in conversion rate of contact rate and decrease in field acquisition cost: 20% for

acquisition and 15% cross sell / upsell thanks to scoring and customer segmentation

• New commercial role focused on new business thanks to a lower renewal activities• Switch to a subscription-based model: 70% of field salesperson time dedicated to acquisition and

development activities with a focus on selling 24-month contracts (40% of customer base)• Marketing firepower for more leads generation and increased commercial efficiency : online digital

audits, field appointments done by offshore teams (to be implemented)

• Specialisation of Telesales teams• New campaigns depending on the prospect’s profile• Verticalisation for base prospection

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An omnichannel transformation mostly completedShift of sales roles towards the development of customer base in volume and value

11

An omnichannel transformation mostly completedIncrease in customer satisfaction to boost prospection efficiency for new business

• Standardisation of retention acts to free time for salespeople for new business• Retention acts and back office tasks by specialised teams within telesales (website delivery,

publication issues, etc.): 38% retention rate on potential churn• Customer Service digitalisation and contact avoidance strategy through usage of Solocal Manager:

40% of migrated field customers use the app on a monthly basis

• Increase in contact rate and new business opportunities• Induction of Customer Service teams in telesales to increase contact rate and close additional sales

(e.g. upsell and cross sell)• Campaigns to win back lost customer by telesales: 9% success rate• Relaunch of online channel on a "self service" mode thanks to new products and new customer

journeys

• Increase in commercial efficiency with a focus on cash• Decrease in early sales from 7/8 months to 4 months during the transfer to a subscription-based

model• Transfer of commercial acts on acquisition and value development with a better contribution to cash• Revision of salespeople’s remuneration to better manage performance

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22

11

Deep Bench of Management Talent• A tight, 7-member Executive Committee entirely renewed and having demonstrated a high level of commitment to

transforming the Group

• Over 150y of experience in French and international environments, in medium-sized or large businesses

• Operational leaders coming from renowned tech companies and driving the transformation of Solocal towards a 100% digital company offering a unique range of innovative products and services

• Functional leaders coming from international corporations and bringing highly professional modernisation capabilities

• A team leading the transformation since 2018, for most of its members, and poised to continue thanks to its strongentrepreneurial drive and result-oriented culture

• An Executive Committee having united a Top 50 in line with a clearly defined corporate vision and supported by a strongcorporate culture

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Pierre DanonChairman / CEO

Amaury LelongCPO/CMO

Arnaud DefrenneCTO

Nathalie Etzenbach-HugueninGeneral Secretary

Richard CuifHead of HR

Olivier RegnardCFO

Eric KlipfelDeputy CEO

12

27

• Executive Committee

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Education

Business school 4

Engineering school 1

Master 2

Amaury Lelong

CPO/CMOArnaud Defrenne

CTO

Nathalie Etzenbach-Huguenin

General Secretary

Richard Cuif

Head of HR

Olivier Regnard

CFO

Eric Klipfel

Deputy CEO

Deep Bench of Management Talent (cont.)12

28

Statistics

Age 50

Seniority 3

Industry experience 23

Pierre DanonChairman / CEO

ENPC, ISA BVL Stuttgart HEC, LBS ESA ESSEC ESCP ESCE

+40 26 20 23 20 26 +30

TDC, Numéricable, BT Retail, Xerox

Altice, SFR, Numéricable,

Téléperformance

Canal +, BCG,AT Kearney

L’Oréal, Liberty surf, Netbooster,

DigitasLBI

Deloitte,Latécoère,

Europe Snacks

Crédit Suisse,Société Générale,

Citi, UMP, LR

PepsiCo, Xerox, Microsoft, Lacoste,Cadbury, Mondelez

P.34

Top 50 Group• A top 50 group identified and led since 2018 (N-1 Comex) to deliver the Group’s transformation in a dynamic environment• A management renewed at 54% during the last 3 years with high-level profiles, bringing igital/data/technical/functional/sales

skills; mostly external hires, completed with 46% of high performing, in-house talent• The percentage of women reaching over 30%, in line with market best practices, and with women identified as top talent and

promoted to key roles• An incentive system transformed in 2018 and based on customer satisfaction and cash-generating profitable growthBonus• A variable bonus from 15% to 50% of the base salary with a quantitative/qualitative split from 60/40 to 40/60• Based on the Group’s priorities: Revenue, EBITDA, customer base, NPS (customers and users)LTIP• A Long Term Incentive Plan in the form of performance-based, restricted stock• 2 criteria: - Free Cash Flow – stock price• A 3y plan allowing retention and performance during the duration of the plan• The 2018/2020 and 2019/2021 plans under pressure because of the financial restructuring and the Covid-19 health crisis

34%

66%

Top 50 Group - Gender

Deep Bench of Management Talent (cont.)Various incentive schemes

12

30

Female

Male

40%

10%20%10%20%

2020 variable bonus structure

Revenue

EBITDA

NPS (customers)

NPS (users)

Customer base

Note: Incentive scheme shown in this slide does not concern the Chief Executive Officer, whose incentive scheme for 2020 was approved by the General Meeting of July 24, 2020 and consisted of a variable bonus from 0% to 200% of the base salary with a quantitative/qualitative split of 80%/20% - Variable bonus changed for 65% to 90% of the base salary (cf. Compensation policy for corporate officers published on July 27, 2020 on the Company's website)

Covid impact & Financial Restructuring

3

Pre Covid situation

• EBITDA : +2.2%, 191 M€• Growth in Digital order intake in H2: +6.5%• Subscription order intake on the rise: 75% in Q4• EBITDA / Cash conversion rate : 50%• Liquidity position:

• Significant cash outflows related to the €172m PSE for 2018-2019, weakening the cash flow situation

• Setting up of a PACEO and drawing of the RCF

• Growth in Digital revenue expected in H2 2020• Final €20m EBITDA expected from Print• Ramp up of EBITDA growth• Op FCF above €90m• Cash outflow of €56m in 2020 and €5m in 2021

related to the PSE• Stable customer base

P.36

2019 review 2020 guidance

• -55% order intake decrease during lockdown period• - €100m FY order intake decline vs. 2019, -€140m vs. 2020 budget• 2020 EBITDA expected at > €130m• Cash needs for 2020/2021 of €120m• Net debt expected at €530m at 2020 closing• Lack of liquidity and emergency cash decisions

Covid impact

N.B. 2020 Guidance as of February 2020, before the Covid-19 crisis

2020-2023 Business Plan

4

35

Solocal 2020 transformation plan which was supposed to crystallise in 2020 will enable the Group to recover its 2019 profitability by 2023

• The 2020 implementation was clearly severely hit by Covid and the initial Roadmap had to be fully rescheduled. Priority has been reset to protect our customer basis as much as possible

• Nevertheless the transformation to the « new » Solocal is in place and the last step is now to deliver growth

P.38

2018

2019

2020

Adjustment of the cost structure to the Print business discontinuation

• Offer renewal (H1)• Susbcription model and longer

contractual periods offer (H2)

Migration of the customer portfolio to subscription-based model

Adjusted cost structure enabling high operational gearing

Enabling ARPA, retention and customeracquisition metrics

Effective release of bandwidth of oursales team to focus on acquisition and cross-sell

36

Reminder of key milestones

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In million euros FY20 FY21 FY22 FY23

Digital Revenue (excluding QDQ) 420m€ 560m€8% CAGR

EBITDA >130m€ 120m€ 190m€

Recurring operating cash flow > 90m€ >90m€

Medium term growth driversSubscription-based model, the consecutive reengineering of customers developmentand acquisition boosted by the product roadmap

Number of customers

• Transfer to a subscription-based model enabling increased customer retention and to shift sales focus to revenue growth rather than renewal

• Increase in the share of longer, 24 months contracts allowing better visibility on revenue and stickiness

• Major focus since early 2020 on customer satisfaction to free-up sales force time

• Implementation of a lead factory relying upon solocal.com and improved prospects database enablingenhanced lead generation

ARPA

• A progressive product range built to develop new customers and promote upselling

• Cross sell opportunities with Booster Contact & Websites range

P.40

37

Key KPIs driving analysts' modelDigital revenue only

P.41

38

Reve

nue

Newadditions

– Number of total sales team – % focused on new acquisitions and cross-sell (vs. retention)– Number of interactions / annum– % success rate

Revenue– Total number of clients – ARPA / client – Churn rate

Cos

ts

Variablecosts – Production costs mostly from Booster and Websites

Fixed costs – Most costs bases considered to be fixed

Cas

h flo

w Capex– Expected investments based on business plan– % of Gross Revenue– Includes capitalised production

Workingcapital – Assumptions around working capital control

Number of customers (BoP)(2019: 417k)

New customers(2019: 26k)

Revenue(2019: €520m)

Variable costs(2019: €51m)

EBITDA(2019: €170m, 33% / 2023 guidance: €190m)

ARPA / client (€)(2019: c. €1,400)

Churn(2019: 18%)

Number of customers (EoP)(2019: 361k)

Fixed costs(2019: €300m)

Capex(2019: €43m)

Change in working capital(2019: -€48m)

Free Cash Flow(2019: -€93m / 2023 guidance: >€90m)

Number of customers (EoP)(2019: 361k)

Gross profit(2019: €473m, 90%)

Note: 2019 figures include the contribution from QDQ which was sold in February 2020

P.42

LT targetsItem Current(1) LT target Commentary

Reve

nue

Total sales force 742 825 – Small increase in sales force for further growth with different mix (more telesales/ less field sales)

% of sales force for acquisitions 29% 62% – Shift to subscription-based model enabling significant more staffs to focus on new

customer acquisition

Annual contacts c. 1,850 c. 2,290 – Increase in daily contacts through automation of sales process

Total new customers 26k 85k – Increase mainly due to increase in sales force focus on acquisition

Annual churn 74k 50k – Subscription-based model improving auto renewal numbers

ARPA (excluding QDQ) c. €1,400 c. €1,400 – ARPA resulting from a growth driven by cross-sell but slightly offset by the increasing

weight of new customers with lower ARPA

Cos

ts

Variable costs 10% of sales 12% of sales – No significant improvement over time

Fixed costs €300 €290 – Process automation / revenue growth

(1) Excluding QDQ

High sustainable contribution margin of incremental revenue (>80%) enabling operational gearing

• End of Print activities at the end of 2020

• Very high margin rate on variable costs

A fixed cost model

• Digital EBITDA margin not recurring in H1 2020 due to significant savings (recurring & non recurring) while revenue has not yet been fully impacted by the lockdown drop in order in take

P.43

In millions of € 2019 H1 2020 2023

Digital Print Total Digital Print Total

Revenues 520 64 584 225 20 245 560

Variable costs (51) (12) (63) (25) (5) (30) (65)Margin on variable costs 469 52 521 200 15 215 495

Fixed costs (299) (31) (330) (135) (9) (144) (305)

Total expenses (350) (43) (393) (161) (14) (174) (370)

Covid one-off(1) - - - 15 - 15

EBITDA(2) 170 21 191 79 6 86 190

(1) Impact of government measures in relation with partial unemployment as well as indirect effects (e.g. travel costs)(2) Recurring EBITDA at constant standards

A strong cash flow conversion as soon as top line is stabilised

P.44

In million euros FY 2019 2023

Recurring EBITDA 190.6 190

• Non monetary EBITDA 4.1

• Change in WCR (48.1) Should be flat +

• Capex (42.9) (35) Optimised investments in tech – €35m

Recurring operating cash flow 103.7

• Financial expenses (44.0) (20) New debt structure – c. €20m / year

• Corporate income tax paid 1.8 Consistent with SL new profile

Recurring free cash flow 61.5

Non recurring items (incl. WCR) (154.8) - No more restructuring costs(1)

Free cash flow (93.2)

• Others (of which leases under IFRS 16) 53.1 (16) IFRS16 c. [€16m] per year

Net cash variation (40.1)

(1) Restructuring charge of €40m in 2020 and €10m in 2021

Characteristics of the offering

5

Pro Forma situation6 6 6

50 50 35

430

168 184

33.7 33.7

486

258 259

P.46

• c. €347m capital increase

• €10.5 reserved capital increase to bondholders by way of debt-to-equity conversion

• €336m rights issue backstopped by bondholders: €85m of net cash proceeds backstopped in cash, the remainder being backstopped through debt-to-equity conversion

• New money cash injection of up to €135m

• €85m through the rights issue backstopped by bondholders

• €32m additional financing (cash-in August 2020)

• €18m additional financing depending on shareholders take-up on the rights issue

• Pro forma gross debt between €256m and €258m depending on shareholders take-up on the rights issue

New Credit Line

Reinstated bonds

Reinstated RCF

(1)

(1) Pro forma as of 30/09/2020 including unpaid coupon(2) R.I. = Rights Issue

R.I.(2) take-up 0% R.I.(2) take-up 100%

€262m bondreduction

€246m bondreduction

The restructuring plan (1/3)Gross debt variation as of 30 Sept 2020

30 Sept 2020Asset financing & WC lineRCFSSN New credit line

• If no existing shareholder participates in the transaction, they will own 9.8% of the total capital(2) (including free shares)

• This dilution is comparable to other recent transactions

• All existing shareholders have received a free share for every share owned

• The cash repayment on the Bond will have a maximum haircut of €14.4 m

Right Issue price

Values retained by the independent expert Finexsi :

P.47 (1) Excluding shares held in treasury(2) In € 10.5m reserved capital increase scenario

Before restructuring, the independent expert derives a central valuation per share of:

After restructuring, the independent expert derives a central valuation per share of:

0.0243€

0.0439€

1

2

The restructuring plan (2/3)

Existing shareholders: # Shares before restructuring

Existing shareholders: # Free shares

Existing shareholders: # Total shares

# Total shares after the transaction (€336.5m)

Rights Issue price

627.0m shares(1)

625.8m shares

1,252.9m shares

11.957m shares

€0.03

+

=

The agreement with the debtholders will support the development of the Group

P.48

The agreement with the debtholders aims at securing the Company’s interests

It helps pursue the development strategy initiated in 2018

• Debtholders committed to support the development strategy (fully digital, in subscription model)

• Focus on customer satisfaction, operational efficiency & delivering the budgeted FCF

• Jobs will be safe

The governance will reflect the reference shareholder’ stance of the debtholders

• Unchanged Chairman of the Board

• GoldenTree will benefit from 2 seats at the Board of Directors (>15% capital): no veto rights on major decisions

• Board Members will keep unchanged compensation for the next two years, with no exceptional bonus nor incentive

Chief Executive Officer Eric Boustouller will resign his position on October 4, 2020

Pierre Danon will take over as CEO(1) until the recruitment of a new CEO

The restructuring plan (3/3)

(1) Pierre Danon’s cumulative compensation for his positions as Chairman of the Board of Directors and CEO would not exceed the base salary approved by the Annual General Meeting of Shareholders of July 24, 2020 for the duties of CEO. Pierre Danon would not receive any exceptional compensation or bonus in relation with the restructuring plan. The precise terms and amount of this compensation will be disclosed in a press release, after being set by the Board of Directors

Financial restructuring

P.49

Capital Increase Backstopped by bondholders

C. €347m

Additional financing€32m

TOTALC. €379m

Cash InjectionC. €117m

Debt reductionC. €262m

Solocal will ensure 18 months capital requirements and get back to a sound financial structure

2019 2020

€485m

c. €260m

• Confirmed liquidity (with cash injection of €117m) until 2021• Recurring Op.FCF of €90m in 2022E (2023 Recurring EBITDA: €190m)• Gross debt reduced to c. €260m• Annual financial costs reduced to €20m from €45m• Maturities extended to Sep 2023 for the RCF (with an option to an

additional one year extension) / March 2025 for the bond

Debt outlook

Significant improvement in financial structure / controls

NovJuly August September October

8 July – 17 August

Receipt of subscription commitments

allowing to benefit from the support fee

11 September

Preferential

subscription

rights

detachment

24 October

Reverse stock split

11 – 25

September

Preferential

subscription

rights trading

days

24 July

Mixed (Ordinary

and

Extraordinary)

General

Meeting

7 September

Free shares

record date

15 - 29 September

Rights issue

subscription period

30 September

Free shares

allocation

5 October

Settlement-

delivery of the

new shares

Before 4 November

Support fee payment

within 30 days of

settlement-delivery of

the new shares

Reserved

capital

increase n°1

Rights

issue

Free shares

Corporate

8 September

Reserved

capital increase

n°1

29 July

Court hearing in

relation to the

modified

accelerated

financial

safeguard plan

5 August

Approval of the

modified

accelerated

financial

safeguard plan

Indicative timetable

P.50

Governanceconsiderations

6

47

Governance considerations

• Strategic continuity vs. 2017/2019• 8 members of the Board• 2 new independent board members proposed by Golden Tree and recommended by

RemCo• Chief Executive Officer Eric Boustouller will resign his position on October 4, 2020. His

position will be taken over by Pierre Danon until the recruitment of a new CEO• Monthly Boards with mandatory physical or video (Covid related) attendance• Committees:

• Audit: 4/y• Nom/Rem: 4/y• Customer satisfaction and operational excellence: 2/month

• Compensations unchanged for 2 years

P.52

48

Why invest now?

Transformation to digital business is complete

Diversified digital business

Secured Capital structure

P.53

18

SaaS model with significant revenue visibility

Solid unit economics

Deliverable business plan

Exceptional valuation point

The Group’s transformation is well under way... …and will soon bear fruits

Appendix

7

50

P.55

Benoit LE NYDirecteur Produits

PolytechniqueTelecom Paris

15y of experienceo/w 6m at Solocal

Mehdi MOREAUDirecteur Search

Marketing & Deportalisation

EMBA HEC

20y of experienceo/w 9y at Solocal

Anthéa QUENELDirecteur Media

HEC

16y of experienceo/w 1.5y at Solocal

Maxime VIDEMANNDirecteur Marketing

Produits

MBA HECMines Saint-Etienne

15y of experienceo/w 4y at Solocal

Top 50 Group

52

P.56

Ludovic LEVEDirecteur

Commercial TPE/PME

Toulouse Business School

More than 20y of experience

o/w 2y at Solocal

Isabelle DECAMP-DARCHAND

Directeur Grands Comptes & Réseaux

Hypokhâgne

30y of experienceo/w 2y at Solocal

Jean-Pierre DANESIDirecteur

Segmentation

More than 32y of experience at

Solocal

Mathieu PARINDirecteur Pilotage

HEC Master Polytechnique

6y of experienceo/w 3y at Solocal

53

Top 50 Group

P.57

Romain COURTIERChief Data Officer

Polytechnique PHD

10y of experienceo/w 6m at Solocal

Thibault LIBLINDirecteur

Production Groupe

Ecole Nationale Supérieure des Arts

et Métiers

More than 20y of experience

o/w 3m at Solocal

Sandy KEIPDirectrice Audit & Contrôle Interne

ESC Rouen

10y of experienceo/w 1.5y at Solocal

Anne TOUSSAERTPMO & HRBP

IGS

More than 6y of experience at

Solocal

Stéphane CESBRONDirecteur des opérations IT

Université Polytechnique Tour

More than 20y of experience

o/w 5y at Solocal

54

Top 50 Group

• A monthly webcast is broadcasted group-wide, preceded by a webcast with the Top 50 for all the important news and decisions

• A 1-day meeting with the Top 50 is organised every 4 monthsto align, share, and work together on the key topics of the company (customer satisfaction, strategy, culture)

• Quarterly kickoffs are organised in particular at the beginning of the year and at the end of the summer holidays to align on top priorities

• A strong commitment during the management cycle of the group : performance evaluation, reward, people review

P.58

55

Top 50 Group