2009 AnnuAl report

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(1)Disclaimer: This document is a free translation and an extract of the original French Annual Report 2009 and of the French consolidated financial statements. Only the French version is legally binding. A copy of the whole Annual Report 2009 (in French) or of the consolidated financial statements (in French) may be obtained inter alia either on the ADLPartner’s website (www.adlpartner.com), or on demand calling +33(0)1 41 58 72 03, or by email [email protected]. WorldReginfo - c56f9a0b-bffe-4ec8-a9d2-661c0546c9d4. 2009 Annual report.

(2) 2009 Annual Report Message from the Chairman of the Executive Board. Dear Shareholders,. T. he 2009 results demonstrate the strength and responsiveness of our Group within a seriously deteriorated economic environment. All financial indicators confirmed the Group’s satisfactory health, as sales growth and resilient profits reflected the control we exercise over our expansion. In France, we continued to expand by stepping up our commercial investments. This momentum, driven by all offerings, was reflected in the 7.8% growth in the gross sales volume and 4.8% sales growth. Our commercial development was reflected in particular in higher value being derived from our marketing expertise and how it applies to the various distribution channels; the diversification of marketing approaches, especially on the internet, is making significant progress, both through partnerships or for our own operations. Regarding the latter, our promotional expertise also found its expression in the online B-to-B operations. we designed with a view to qualify or recruit mass market customers for a variety of products and services. Concerning OFUP, in the light of results achieved and foreseeable prospects, it was decided at the end of the year to put an end to network distribution and to focus operations on the sole direct marketing and internet channels, by drawing on the tried and tested expertise of ADL Partner’s personnel. This step also enables us to keep tapping the student market and more generallyspeaking staff of the French Department of Education. On international markets, we continued to rationalize our operations and refocus on the most buoyant markets. This was notably the case in Germany, where in the face of the situation and foreseeable outlook for distance-selling, ADLPartner decided to cease marketing investments for its Abo Service International. subsidiary. Concurrently in Spain, profitability improved due to dynamic marketing and continuing efforts, as reflected in an encouraging 2009 performance that gives us confidence in this subsidiary’s future. In total, significant sales volume and sales growth were achieved in the 2009 financial year, increasing by 7.9% to € 278.8 million and 5.1% to € 119.8 million, respectively. Profitability also improved: operating income proved resilient at a sound € 10.8 million level and net income Group share rose by 26% to € 4.4 million. The Group’s net cash position increased by 17.5% to € 24.3 million, which provides an indicator of how positive the financial statements are, reflecting a sound and balanced balance sheet. This was also reflected in the favorable movement in Net Asset Value. Based on shareholders’ equity and the audited value of the open-ended asset portfolio. – Group share, NAV markedly increased by 6.3% compared to 2008 to € 24.5 per share (excluding treasury shares).. the recurrence of our active subscriber portfolio and the significance of our financial resources.. The economic environment is still on the mend and compels us to remain cautious, but we start 2010 with determination and confidence. Our sound balance sheet enables us to better withstand market fluctuations: we are unwavering in our efforts and keep our course set on longterm value growth.. This policy is now taking on a new dimension due to our aggressive commitment to sustainable development. By favoring the three fundamental principles of governance and its financial impact, corporate and citizen responsibility and environmental responsibility, we intend to meet fully the growing expectations of the civil society. Within this outlook, ADLPartner published in 2010 its first sustainable development report, which sets out the Group’s approach in terms of environmentally aware activities and presents a first report on our responsibilities and results achieved in this field. It also explains how we manage sustainable development constrains as part of our operations.. Our past results justify our confidence in the future. This is the reason why the Executive Board has decided to submit for approval by the Shareholders’ General Meeting of June 11, 2010 the payment of a dividend of € 0.25 per share. We set ourselves demanding long-term objectives to make our business model ever more efficient, supported by both sustainable and profitable bases. The quality of our expertise, the efficiency of our teams and the attention we pay to the quality of our services will continue to ensure a balanced development. True to these values, we continue to develop on a regular basis our strategic priorities, drawing on structurally sound fundamentals as illustrated by. We have the necessary resources to deliver sustainable profitable growth and create value for our shareholders, partners and employees, whom I wish to thank for their loyalty. Jean-Marie Vigneron Chairman of the Executive Board. “We set ourselves demanding long-term objectives to make our business model ever more efficient.”. 02/03. WorldReginfo - c56f9a0b-bffe-4ec8-a9d2-661c0546c9d4. Message from the Chairman of the Executive Board.

(3) 2009 Annual Report 2009, continued growth. 150. 130 M contracts initiated. In € millions. 8. 10.8. 11.9. 278.8. 10. 80. 40. 83.0. over. 225.3*. 250 200. In € millions. 12. 258.4. 300. Portfolio value. 07 08. 09. 70.4. In € millions. 10.5*. 30 years' experience. Operating income. 79.1. Gross sales volume. 30 6 20. 50. 2. 0. every year. 07 08. Restated. 0. 09. 07 08. Restated. Sales. 3.4 M orders a year. 10. 0. 09. Restated. Net income (Group share). In € millions. Net asset value. In € millions. subscriptions in 2009. 80. 60. 3. 40. 2. 40. 20. 1. 20. 0. 07 08. Restated. 0. 09. 07 08. Restated. 60. 0. 09. 07 08. 09. 83.7. 4. 3.5. 3.1 M active. 100. 4.4. 80. 5. 120. 6.0. 100. 119.8. 6. 113.9. 120. In € millions. 101.9. 4. 95.9. 100. 102.0*. 2009, continued growth. over. Restated. 2009 Highlights: 2009 featured continuing expansion. In spite of a difficult economic situation, ADLPartner proved resilient and rolled out efforts in terms of commercial investment, drawing value from marketing expertise and business optimization.. From an organizational point of view, the end of 2009 saw the refocusing of OFUP’s operations on the direct and internet marketing channels, by drawing on the proven expertise of ADLPartner in this field.. In France, ADLPartner continued to establish the conditions for recurring growth through intensified commercial investment by ADL. Against this background, 2009 notably featured a broadening of the series/collection offering and the gradual development of internet operations. These movements were reflected in a larger portfolio of active subscriptions, which increased by 8% compared to 2008. The Company also continued to draw value from its marketing expertise: 6.9% growth in LOAV sales in volume, sustained e-commerce expansion, up 24% and strong development of e-data services, the sales of which grew by 51% in 2009.. On international markets, ADLPartner initiated a process of rationalizing its operations, which led it today to primarily focus on Spain. True to its strategy, the Company continued to implement a selective investment policy in this country in order to maximize its promising growth potential. In Germany, taking into account the situation and foreseeable outlook for distanceselling, ADLPartner decided to cease commercial investment and reduce its operations at its German subsidiary Abo Service International.. 04/05. Gross sales volume vs Net Sales The gross sales volume (GSV) represents the value of subscriptions and other products sold, while sales (which are determined on the basis of the relevant professional status for subscription sales) only include the amounts of revenue paid by magazine publishers. For subscription sales, sales thus actually correspond to a gross margin, since the cost of magazines sold is deducted from the amount of sales recorded.. Pie charts Gross sales volume breakdown By product type. 38.6. By geographic region and subsidiary. 3.3. 7.6 Open - ended subscription Fixed - term subscription Books - Merchandise - Audio-Video Others. 61.5. 175.4. France Spain 271.2. WorldReginfo - c56f9a0b-bffe-4ec8-a9d2-661c0546c9d4. *2007 data restated, unaudited by Statutory Auditors.

(4) 2009 Annual Report An expert in operational marketing. An expert in operational marketing. “ADLPartner enhance the attractiveness of its offerings in order to perfect marketing techniques and strengthen growth of sales.”. Specialized in relational marketing, ADLPartner designs, markets and implements services to recruit, activate and build client loyalty on its own behalf or for its major partners. In order to meet the expectations of major e-commerce players, ADLPartner created new offerings based on its open-ended subscription formula. ADLPartner offers major e-commerce players the opportunity to build customer loyalty through the A to Z creation of relevant white label offerings, focusing on the quality follow up of client relationships. LaRedoute. fr, Showroomprive.fr, Verbaudet.fr and Pixmania.com have selected this process, which enables them to increase the attractiveness of their offering by boosting the number of references on their website.. F. or close to 30 years, ADLPartner has been developing its concept around two key areas of expertise: experience of the magazine sector and expertise in marketing techniques for communication and promotion. On its own behalf or sporting the colors of its partners, the Group has built up specific expertise, which it has developed in many directions: - Coordinating and building loyalty among retail clients: With extensive files on retail clients, commercial partners are harnessing ADLPartner’s loyalty marketing expertise to prepare and implement innovative activation and loyalty building solutions. In addition to the custom and integrated solution for client relationship, ADLPartner creates added value by generating marketing and CRM data which is compiled and analyzed by ADLPartner on behalf of its partners. - Recruiting magazine subscribers: Through its expertise in various promotional techniques, ADLPartner is able to. 06/07. recruit new subscribers from all “socioprofessional categories” for magazine publishers. ADLPartner has asserted itself as the European benchmark for direct marketing by press subscription.. A wide-ranging offering Drawing on significant expertise, enhanced on an ongoing basis, ADLPartner provides relevant and efficient solutions to companies who wish to optimize their client relationships and thus meet the challenges of winning over and building client loyalty and drawing value from client data. Group operations are organized in the following three categories of offering:. Fixed-term subscriptions. Fixed-term subscriptions, the Group’s original business, are marketed under the France Abonnements brand and offer a broad range of magazines and newspa-. Open-ended subscriptions. Primarily operated in partnership, the recruitment of open-ended subscriptions includes a direct debit system, with collections organized at specified due dates, as subscriptions are renewed by tacit agreement every month. ADLPartner capitalizes on distinctive expertise in direct marketing that is adapted to all distribution channels to motivate and build loyalty from the client lists of its partners. This offering provides access to significant promotions on subscriptions and clients are also given the opportunity to enter exclusive prize draws. This offering is reporting favorable results due to encouraging sales growth in new channels (online and telemarketing sales).. Books-Merchandising-Audio-Video. This represents a distance selling service for cultural products (books, audio and video) and practical items focused on health, wellbeing and leisure.. Presence in all distribution channels ADLPartner capitalizes on real direct marketing expertise in all offline and online distribution channels. In addition to enhancing the attractiveness of its offerings, this multi-channel presence contributes to improving the Group’s commercial performance and expanding the spectrum of its partnerships.. ADLPartner expert teams oversee the implementation and management of comprehensive loyalty-building, distanceselling, subscription, customer base stimulation, etc. programs by combining first rate industrial and technological capacities and drawing on a demanding management model, rigorous cost control, a quality culture and rapid responsiveness to ensure total efficiency of marketing techniques.. Multiple channels of expertise Magazine publishers. Recruitment and loyalty building of subscribers. Turnkey service for loyalty building and client relationship management. Key accounts. banking, insurance, mass retail.... Motivation, Loyalty building of clients. A very distinctive operational marketing expertise Loyalty-building offering around press subscriptions. Rollout on all channels (offline marketing, online marketing). WorldReginfo - c56f9a0b-bffe-4ec8-a9d2-661c0546c9d4. The value of expertise in e-commerce. pers at significantly reduced prices for a set term, usually twelve months. When the first subscription expires, clients are sent a commercial offering by post by the publisher, suggesting they renew the subscription..

(5) 2009 Annual Report Expansion and value creation of expertise. Net Asset Value (NAV). Within a changing market environment, ADLPartner implements a strategy of expanding and drawing value from its marketing expertise in order to derive the most from its strengths and core know-how. Based on its sound business model, ADLPartner’s ambition is to sustainably improve its profitability profile.. Significant strengths. 1 2 3 4. A unique expertise in direct marketing - Loyalty-building, acquisition, enrichment, activation and monetization of client database in all media - Expertise rolled out and applied to other products and services. Quality of active clients files - For the Company: file with up to 4 million addresses - For partners: access to several million clients. Close ties with leading press publishers in France - 120 publishers, over 350 titles. High subscription portfolio recurrence. A. DLPartner’s development comes within a medium and long-term outlook, based on structurally sound fundamentals and significant financial resources. Within a difficult business environment, the Company puts the emphasis on improving the attractiveness of its offering and segmenting approaches to boost sales. Focusing on these two areas should enable the Company to consolidate positions in France and strengthen it potential in international markets by favoring business profitability.. Perfecting offer attractiveness Against a fast changing press market, ADLPartner intends to provide publishers with more solutions to support their publications; the Group thus initiates developments aimed at adapting its sales techniques to new technologies. This selling policy, implemented over the past few months is showing great promise. In addition, ADLPartner is particularly active in R&D investment, maintaining unrelenting efforts in marketing innovation reflected in continuous changes in offerings, while at the same time researching and testing opportunities to draw value from its expertise in new channels, with new customers and new products.. Strengthened marketing techniques Direct marketing activities are continuously changing. In order to cope with the. 08/09. new challenges and remain at the state of the art of expertise, ADLPartner perfects its techniques to increase the growth potential of its operations. In addition to marketing activities carried out as mail shots and discount inserts, the Company has been stepping up telemarketing and new media prospection over the past few years, and prepares new marketing mixes as well as new customer and prospective customer approach techniques. Perfecting marketing techniques contributes to optimizing multi-channel campaigns over the long run due to control over extended and combined distribution channels. ADLPartner is thus increasingly active in online channels (Internet, phone, not forgetting social networks). More than 20% of ADL’s subscriptions are now recruited on these channels. In these major areas of future expansion, the Group asserts its e-mail address recruitment methods, in particular through the organization of raffles; at the same time, it encourages the roll out of online sales, both on special purpose partner websites stimulated by the Group and its own websites (“france-abonnements.fr”, “plusdemags.com” and “onekiosk.com”). Other steps are being gradually implemented, such as growing roll out of marketing solution offerings (e-data), which enhance the performance of relationship-building programs by collecting high added value knowledge of customer profiles. For instance, this includes putting into practice the Group’s selling and marketing techniques to revive customer accounts that have become dormant.. Consolidation of business positions in France and targeted international expansion In France, ADLPartner intends to confirm its business dynamics by capitalizing on continuous improvement of its offering, growing diversification of distribution channels and the development and extension of existing partnerships. This policy comes hand in hand with the development and further qualification of the Company’s own database. In international markets, ADLPartner rationalizes its development in the most profitable markets. In Germany, since the cessation of operations at the end of 2009, ADLPartner elected to provide. the minimum of service to the existing portfolio. In Spain, ADLPartner puts the emphasis on the development of new partnerships and gradual growth in marketing solution operations, in particular database reactivation services.. Identification of possible acquisition opportunities In order to boost its dynamics, the Group remains open to new cross-product and cross-channel development opportunities with a view to acquiring and developing new offerings, in new channels, on the condition that they contribute to enhancing profitability growth. The quality of ADLPartner’s financial position entitles us to such an ambition.. The value of the portfolio of openended subscriptions is calculated by determining the present value of the future net revenues these subscriptions will generate throughout their useful life. The life curve of subscriptions recruited via a promotional operation makes it possible to determine accurately the residual life expectancy of the remaining subscriptions. The net contribution still to be received from residual subscriptions is computed by applying to the number of remaining subscriptions the average revenues experienced and the margin on direct costs (with discounts deducted). The present value of this contribution, calculated by applying a rate based on the money market rate, gives the value of this number of subscriptions. The total value of the portfolio of subscriptions held is the cumulative value attached to all subscriptions. Portfolio value is corrected for any underlying tax effect. The value of the portfolio, plus consolidated shareholders’ equity, represents net asset value.. First-rate partners in major business sectors Banking. Retails. Services. Distance selling. WorldReginfo - c56f9a0b-bffe-4ec8-a9d2-661c0546c9d4. Expansion and value creation of expertise.

(6) 2009 Annual Report Sustainable development, a core business strength. ADLPartner is committed to a continuous improvement process and puts a lot of time and effort every day in its policy of guaranteeing and improving environmental protection, as well as efficiently change its human resources policy, focused on the talent of its teams and an approach based on dialogue. A responsible organization ADLPartner implements a Corporate and Environmental Responsibility (CER) policy that meets both legal requirements and its own aspirations to the sustainable development of its operations. Reconciling development and respect for the environment, promoting employee job satisfaction and developing talent are challenges that drive ADLPartner. In order to structure this process and ensure the transparency of activities carried out, Management has put into place an environmental management system that meets all ISO 14001 requirements, for which the Company recently achieved certification. The main objective of this commitment, which is based on major involvement from all stakeholders, is to reduce energy consumption, preserve natural resources and prevent risks of pollution. It is reflected in suppliers and service providers’ commitment to a process of continuous improvement and compliance with environmental regulations.. Contributing to social progress ADLPartner elected to develop a culture based on creativity, team spirit, trust and responsibility. Group Management and personnel share strong values in relation. 10/11. to working conditions, equal opportunity, respect, combat discrimination and staff training. These values are a factor of sustainable growth for the Company; they are based today on cultural diversity and varied sources of experience.. A long-established, qualified, welltrained and well-informed team ADLPartner sets the conditions form sustainable and profitable growth, in particular by focusing on respect for personnel. In order to encourage the professional fulfillment of its personnel, the Company implements a consistent remuneration policy, considers the stakes of staff training and approaches skill management as a top priority. All employees are appropriately trained. Recruitment is based on different criteria such as qualification, professional experience and the capacity to integrate within the Group. These criteria ensure longterm employment and puts employees in the best possible conditions to express their expertise. In order to contribute to the well-being and fulfillment of its personnel, the Company implements an active talent management policy. Once a year, as part of their individual performance appraisal, employees meet their superior to check that their expertise matches their duties,. carry out an assessment, to be acted upon, and identify training needs.. Commitment to dialogue and communication on a daily basis In order to motivate its teams around the environmental project, ADLPartner rolls out a work tool based on communication, both in-house (via billboards and intranet) and externally, by responding to information requests from customers, public authorities and parties who express an interest in our Company. In order to support this drive, ADLPartner has created an environmental manual that sets out the methods and resources dedicated to manage the system in accordance with the ISO 14001 standard. This manual lists specific procedures to be implemented concerning documentation management, registration management, carrying out in-house environmental audits, the management of non-compliance, corrective actions, preventive actions, training and communication, operational management, monitoring and measurement.. A comprehensive environmental approach ADLPartner extends its approach to involve its partners and direct suppliers. “An environmental management system that meets all ISO 14001 requirements” in its sustainable development policy. Assessment sheets and a summary table of listed suppliers are updated on a regular basis, completed each year by an assessment procedure, carried out based on environmental criteria. In addition, the corporate services of the various sites ensure that employees of service providers who operate on Company premises and who may have an impact on the environment are suitably qualified.. Responsible initiatives for controlled impacts ADLPartner has put into place a rational waste management policy. Recycling has been implemented, based on the provision of specific containers and the appointment of an officer in charge of waste management. Waste processing is thus optimized, with the emphasis being put on researching processing channels that draw value from recycling. Particular attention is paid to energy consumption. ADLPartner has put into place a series of steps aimed at reducing consumption. The Company initiated a policy of systematically replacing halogen bulbs by individual office lamps. Interior sensors were installed in meeting rooms. All backup heating systems were removed. Lastly, the Company significantly reduced the use of individual printers. ADLPartner also encourages all its suppliers and service providers to put into place a PEFC/FSC process consisting in buying paper originating from sustainably managed forests.. Analysis of ADLPartner France average workforce by category: 2009. 2008. Employees. 91. 84. Supervisors. 50. 46. 115. 108. 256. 238. Managers Total average workforce. Analysis of ADLPartner France average workforce by age and seniority:. Total workforce Average age Average seniority. Managers. Supervisors. Employees. Total. 115. 50. 91. 256. 41,8. 37,7. 40,2. 40,4. 9. 11,6. 11,2. 10,3. WorldReginfo - c56f9a0b-bffe-4ec8-a9d2-661c0546c9d4. Sustainable development, a core business strength.

(7) 2009 Annual Report Stock market and shareholding. Stock market and shareholding ADLPartner continues its active dividend distribution policy despite the difficult economic environment. The Group intends to maintain its position as a growth stock and high-yield security and to provide its shareholders with a satisfactory return on investment Breakdown of share capital and voting rights as of December 31, 2009. Shareholder dashboard: Listing market. Euronext Paris (France). ISIN. FR0000062978 – ALP. Number of shares. 4 500 000. Parent company net income. 2 165 K€. Total dividend. 23,51 % 35,14 % 7,58 %. 2009 consolidated financial statements. 1 034 k€. (after deducting treasury stock). Payout rate. 47,8 %. Dividend per share. 0,25 €. Yield. 2,5 %. Based on average 2009 share price. Share price: 33,77 % Vigneron family group Voting rights: 43,23 %. Publishers Clearing House Voting rights:41,55 %. 2009 average. 10,03 €. 2009 high. 13,50 €. 2009 low. 6.90€. Year-end. 12,00 €. Market capitalization (as of 12/31/2009). 54 000 000 €. Treasury stocks Voting rights: 15,22 %. Change in the share price 60. 50. 12,5 €. 40. 10 €. 30. 7,5 €. 20. 5€. 10. 2,5 €. 0. 12/13. 15 €. Volume (in thousands) Closing price. Feb 09. Mar 09. Apr 09. May 09. Jun 09. Jul 09. Aug 09. Sep 09. Oct 09. Nov 09. Dec 09. Jan 10. Feb 10. Mar 10. A dividend per share of €0.25 for 2009, unchanged compared to the previous financial year, will be proposed for 2009.. Apr 10. 0. WorldReginfo - c56f9a0b-bffe-4ec8-a9d2-661c0546c9d4. Public.

(8) 2009 Annual Report Consolidated balance sheet Consolidated statement of income. Consolidated balance sheet ASSETS (€ thousands). 2009. 2008. Consolidated statement of income. Non-current assets 266. 342. Intangible assets. 2,194. 3,558. Tangible assets. 5,318. 4,951. Investments in associates Other financial assets Deferred tax assets Total Non-current assets. 0. 0. 418. 325. 1. 1,558. 8,197. 10,735. (€ thousands). Inventory. 3,899. 4,383. 32,546. 33,122. 5,405. 4,535. Cash and cash equivalents. 25,837. 21,357. Total Current assets. 67,688. 63,398. Trade and other receivables Other current assets. Assets held for disposal TOTAL ASSETS. 75,885. 119,801. 113,957. Purchases. (24,292). (23,581). Personnel costs. (21,864). (20,703). External charges. (55,487). (51,252). Taxes and duties. (1,443). (1,334). (939). (928). Other operating income (expenses). (4,958). (4,201). Operating income. 10,818. 11,959. Income from cash and cash equivalents. 247. 826. Gross cost of financial debt. (26). 71. Net financial income. 221. 897. Other financial income (expense). 314. Income tax charge. 74,446. Share of Associates’ net income Net income before income from discontinued operations or held for disposal. EQUITY AND LIABILITIES (€ thousands) Share capital Consolidated reserves Consolidated net income Shareholders’ equity. Net income (loss) on discontinued operations or held for disposal 2009. 2008. 7,001. 7,001. 10,148. 10,933. 2,734. 1,391. 19,883. 19,325. 18,901. 16,719. 981. 2,605. ,. ,. 2008 restated*. Net sales (excluding VAT). Depreciation and amortization. Current assets. 2009. (71). (20). (780). (4,324). 196 10,383. 8,512. (7,650). (7,121). Net income. 2,734. 1,391. Group share. 4,358. 3,466. (1,624). (2,075). Basic net income (Group share) per share (¤). 1.03. 0.81. Diluted net income (Group share) per share (¤). 1.03. 0.81. Minority interests. Of which: Group share Minority interests Non-current liabilities Long-term provisions Financial debt Deferred tax liabilities Total Non-current liabilities. Tax, personnel and fringe benefits. (143). 899. Comprehensive income. 2,591. 2,290. Group share. 4,215. 4,364. (1,624). (2,075). Income and expenses directly taken to equity:. 782. 664. 2,700. 1,351. 241. 200 41,394. Financial debt. 226. 452. Other liabilities. 672. 856. 53,303. 53,509. 75,885. 74,446. Liabilities held for disposal. 14/15. 1,391. Net income. 220. 10,606. TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES. 2,734. 467. 9,638. Total Current liabilities. 2008 restated*. 618. 42,526. Trade and other payables. 2009. 1,300. Current liabilities Short-term provisions. Statement of comprehensive income. 262. Translation adjustment relating to the conversion of foreign currency-denominated operations. Minority interests. * T he German subsidiary Abo Service International and Ofup’s network business were recorded under discontinued operations or operations held for disposal in 2009. The results at 31 December, 2009 are therefore compared with the restated figures for the same period of 2008.. WorldReginfo - c56f9a0b-bffe-4ec8-a9d2-661c0546c9d4. Goodwill.

(9) 2009 Annual Report Statement of consolidated net cash flows Change in consolidated shareholders’ equity. (€ thousands) Consolidated net income (including minority interests) + / - Net depreciation, amortization and provisions (excluding items linked to current assets) - / + Unrealized capital gains (losses) relating to fair value movements + / - Calculated (expenses) income linked to stock options and related items - / + Other calculated (expenses) income - / + Capital gains (losses) on disposal of assets - / + Dilution gains (losses) + / - Share of Associates’ net income - Dividends (unconsolidated securities) Cash flow after cost of net financial debt and tax - Net financial income + / - Income tax charge (including deferred tax) Cash flow before net financial income and income tax (A) - Income tax paid (B) + / - Change in WCR linked to operations (including debt linked to employee benefits) (C) = NET CASH FLOW FROM OPERATIONS (D) = (A + B + C) - Funds paid for acquisition of tangible and intangible assets + Funds received from the sale of tangible and intangible assets - Funds paid for acquisition of long-term investments (unconsolidated securities) + Funds received from the sale of long-term investments (unconsolidated securities) + / - Impact of changes in group structure + Dividends received (equity accounted companies, unconsolidated securities) + / - Movements in loans and advances granted + Investments grants received + / - Other cash flows from (used in) investing operations = NET CASH FLOW FROM (USED IN) INVESTING ACTIVITIES (E) + Proceeds from share capital increases . Paid by parent company shareholders . Paid by minority interests in consolidated companies + Sums received upon exercise of stock options» - / + Purchase and sale of treasury shares - Dividends paid over the fiscal year . Dividends paid to parent company shareholders . Paid to minority interests in consolidated companies + Proceeds from new borrowings - Repayment of loans (including lease finance agreements) - / + Net financial interest (including lease finance agreements) + / - Other cash flows used in financing operations = NET CASH FLOW FROM (USED IN) FINANCING ACTIVITIES (F) + / - Impact of fluctuations in currency exchange rates (G) = CHANGE IN NET CASH (D + E + F + G) Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year. 16/17. Change in consolidated shareholders’ equity 2009 2,734 2,373. 2008 1,391 1,263. 156. 178. (4). 21. (€ thousands) SHAREHOLDERS’ EQUITY AS AT 01/01/2008. Share capital. Consolidated reserves (2). 7,001. 15,719. (9,483). Net income for the year Translation adjustment relating to the conversion of foreign currency-denominated operations. (196) 5,064 (221) 2,338 7,181 4,158 3,305 6,328 (715) 4. Group share Parent company surplus (1). 2,853 (920) 5,713 7,646 (4,992) 7,320 9,974 (3,469) 4. Comprehensive income for the year. 899. ADLPartner dividends. (44) (3,508). (1,059). (983). 1,300 (220) 311. (220) 936. (816) (143) 4,645 21,191 25,836. (335) 899 7,029 14,162 21,191. 4,679. 17,916. 3,466. 3,466. (2,075). 1,391. 899 3,466. 4,365. 899 (2,075). 2,290. (983). (983) (43). (43). (43). Impact of stock options. 162. 162. 162. Impact of free share allocation plan. (17). (17). (17). SHAREHOLDERS’ EQUITY AS AT 12/31/2008. 7,001. 14,736. (8,482). Net income for the year. 3,466. 16,721. 2,604. 19,325. 4,358. 4,358. (1,624). 2,734. (143). (143). Net income allocation. 4,805. ADLPartner dividends. (1,059). Impact of treasury shares Impact of stock options SHAREHOLDERS’ EQUITY AS AT 12/31/2009. (68). 13,237. Impact of treasury shares. Other. (1,149). 0. (983). Comprehensive income for the year. 7 (723). Total consolidated entity. 899. Translation adjustment relating to the conversion of foreign currency-denominated operations. (19). TOTAL. Minority interests. Net income for the year. 7,001. 18,482. (1) Additional paid-in capital + legal reserve + other reserves + retained earnings (2) Group reserves + translation adjustment. (143). (143). 4,358. 4,215. (1,339). (3,466). 0. 0. (1,059). (1,059). (1,138). (1,138). (1,138). 156. 156. 156. 8. 8. 8. (10,938). 4,358. 18,903. (1,624). 980. 2,591. 19,883. WorldReginfo - c56f9a0b-bffe-4ec8-a9d2-661c0546c9d4. Statement of consolidated net cash flows.

(10) 2009 Annual Report Key performance indicators. Key performance indicators By product offering. Gross sales volume represents the value of subscriptions and other products sold.. (€ thousands). 2009. Open-ended subscriptions. 175,449 61,481. 61,471. Books-articles-audio-video. 38,564. 35,705. TOTAL. • As regards subscription sales, by the amounts paid by magazine publishers, with sales being generated by the company in its capacity as a press agent. Sales thus actually correspond to a gross margin, since the cost of magazines sold is deducted from the amount of sales recorded ;. 157,887. Fixed-term subscriptions Other offerings. Net sales are represented:. 2008 restated*. 3,326. 3,348. 278,820. 258,411. * T he German subsidiary Abo Service International and Ofup’s network business were recorded under discontinued operations or operations held for disposal in 2009. The results at 31 December, 2009 are therefore compared with the restated figures for the same period of 2008.. Gross sales volume is reported before any discount or cancellation. Therefore it represents the most stable and standard indicator of the Group’s performances. Gross sales volume from continuing operations increased by 7.39% to € 278,820 thousand in 2009, compared with € 258,411 thousand in 2008. Gross sales volume can be broken down as follows:. 2008 restated*. (€ thousands). 2009. ADLPartner France. 271,195. 251,549. 7,625. 6,862. 278,820. 258,411. Value of ADL’S portfolio ((exclusive of tax) (Group share) at 12/31/2009. at 12/31/2008. Continuing operations. The portfolio of open-ended subscriptions managed by the Company and its subsidiaries amounted to 2,990,661 units as of December 31, 2008, and totaled 3,086,168 subscriptions as of December 31, 2009 (of which 79,395 subscriptions concern discontinued or held for disposal subsidiaries). It should be noted that all Group companies hold the financial rights related to each open-ended subscription.. This increase in real asset value is not reflected in the consolidated financial statements. The value of the portfolio of open-ended subscriptions may be calculated by determining the present value of the future net revenues these subscriptions will generate throughout their useful life. These revenues may be determined in a precise manner by using the statistical information accumulated by the Company over several years concerning the behavior of such subscriptions in France and in its subsidiaries. The life curve of subscriptions recruited by a promotional campaign makes it possible to determine, at any time, the residual life expectancy of the subscriptions with great accuracy. The net contribution still to be received can be computed by applying. 18/19. These portfolio values are then corrected for any underlying tax. The value of the portfolio of open-ended subscriptions, net of taxes (Group share), can be broken down as follows:. Net asset value. The value of the portfolio of open-ended subscriptions, net of taxes (Group share), rose from € 79.1 million as of December 31, 2008, to € 83.0 million as of December 31, 2009.. By geographic region. TOTAL. The total value of the portfolio of subscriptions held can be determined by cumulating all the values attached to all subscriptions.. (€ thousands). • As regards other products sold, by sales revenue.. ADLPartner Hispania. to the number of remaining subscriptions the average revenues observed and the margin on direct costs (with discounts deducted). The present value of this contribution, calculated by applying a rate based on the money market rate, gives the value of this number of subscriptions.. ADLPartner France ADLPartner Hispania Total International operations discontinued or held for disposal Total. 78,727. 73,537. 3,040. 3,315. 81,767. 76,852. 1,207. 2,280. 82,974. 79,132. The value of the portfolio (Group share), plus consolidated shareholders’ equity (Group share), represented net asset value (Group share) that rose from € 95.9 million at December 31, 2008, to € 101.9 million at December 31, 2009, an increase of € 6.0 million for the period (+6.3%).. Net asset value can be analyzed as follows: (€ thousands). 12/31/2009 Total. Group share. Minority interests. 981. 19,325. 16,719. 2,606. 82,974. 1,104. 80,379. 79,132. 1,248. 101,875. 2,085. 99,704. 95,851. 3,854. Total. Group share. Consolidated shareholders’ equity. 19,882. 18,901. Value of ADL’s portfolio (net of taxes). 84,078 103,960. NET ASSET VALUE. 12/31/2008 Minority interests. WorldReginfo - c56f9a0b-bffe-4ec8-a9d2-661c0546c9d4. Gross sales volume.

(11) ADLPartner Hispania Plaza de Castilla 3, planta 16 D1 28046 Madrid – Espagne Tél. : +34 902 36 26 11. WorldReginfo - c56f9a0b-bffe-4ec8-a9d2-661c0546c9d4. ADLPartner France 3, rue Henri Rol-Tanguy 93100 Montreuil - France Tél. : +33 (0)1 41 58 72 03 Fax : +33 (0)1 41 58 70 53 www.adlpartner.com.

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